08-28-2025 VC REG-A with attachments
VILLAGE OF NORTH PALM BEACH
REGULAR SESSION AGENDA
VILLAGE HALL COUNCIL CHAMBERS THURSDAY, AUGUST 28, 2025
501 U.S. HIGHWAY 1 6:00 PM
Deborah Searcy Lisa Interlandi Kristin Garrison Susan Bickel Orlando Puyol
Mayor Vice Mayor President Pro Tem Councilmember Councilmember
Chuck Huff Leonard G. Rubin Jessica Green
Village Manager Village Attorney Village Clerk
INSTRUCTIONS FOR “WATCH LIVE” MEETING
To watch the meeting live please go to our website page (link provided below) and click the “Watch
Live” link provided on the webpage:
https://www.village-npb.org/CivicAlerts.aspx?AID=496
ROLL CALL
PLEDGE OF ALLEGIANCE
ADDITIONS, DELETIONS, AND MODIFICATIONS TO THE AGENDA
AWARDS AND RECOGNITION
1. Proclamation - Library Card Sign-Up Month
APPROVAL OF MINUTES
2. Minutes of the Regular Session held August 14, 2025
COUNCIL BUSINESS MATTERS
STATEMENTS FROM THE PUBLIC, PETITIONS AND COMMUNICATIONS
Members of the public may address the Council concerning items on the Consent Agenda or any non agenda item
under Statements from the Public. Time Limit: 3 minutes
Members of the public who wish to speak on any item listed on the Regular Session or Workshop Session Agenda
will be called on when the issue comes up for discussion. Time Limit: 3 minutes
Anyone wishing to speak should complete a Public Comment Card (on the table at back of Council Chambers) and
submit it to the Village Clerk prior to the beginning of the meeting.
3. Palm Beach North Chamber of Commerce Presentation - Initiatives for Small and Local
Businesses - Caitlyn Bergman - Director of Strategic Initiative
REPORTS (SPECIAL COMMITTEES AND ADVISORY BOARDS)
Regular Session Agenda, August 28, 2025 Page 2 of 2
CONSENT AGENDA
The Consent Agenda is for the purpose of expediting issues of a routine or pro-forma nature. Councilmembers may
remove any item from the Consent Agenda, which would automatically convey that item to the Regular Agenda for
separate discussion and vote.
4. RESOLUTION Approving an Easement Deed in favor of Seacoast Utility Authority over a portion of
Anchorage Park for a force main replacement.
5. RESOLUTION – Approving a Fourth Amendment to the Professional Services Agreement with Chen
Moore & Associates, Inc. to increase the total amount of compensation for Fiscal Year 2025 to
$275,000; and authorizing execution of the Fourth Amendment.
6. Receive for file Minutes of the Police and Fire Pension Board meeting held 5/13/25.
7. Receive for file Minutes of the Environmental Committee meeting held 7/7/25.
8. Receive for file Minutes of the Recreation Advisory Board meeting held 7/8/25.
DECLARATION OF EX PARTE COMMUNICATIONS
PUBLIC HEARINGS AND QUASI-JUDICIAL MATTERS
9. PUBLIC HEARING AND 2ND READING OF ORDINANCE 2025-13 – CODE AMENDMENT –
BOARDS AND COMMITTEES ROTATION OF CHAIR Consider a motion to adopt and enact on
second reading Ordinance 2025-13 amending Article I, "In General," of Chapter 2, "Administration,"
of the Village Code of Ordinances by amending section 2-1 "Board and Committees," to modify the
procedure for the appointment of Chairpersons.
OTHER VILLAGE BUSINESS MATTERS
10. RESOLUTION – COLLECTIVE BARGAINING AGREEMENT WITH FEDERATION OF PUBLIC
EMPLOYEES Consider a motion to adopt a resolution approving a Collective Bargaining Agreement
between the Village and the Federation of Public Employees; and authorizing execution of the
Agreement.
COUNCIL AND ADMINISTRATION MATTERS
MAYOR AND COUNCIL MATTERS/REPORTS
VILLAGE MANAGER MATTERS/REPORTS
ADJOURNMENT
If a person decides to appeal any decision by the Village Council with respect to any matter considered at the Village Counci l meeting,
he will need a record of the proceedings, and for such purpose he may need to ensure that a verbatim record of the proceedings is made,
which record includes the testimony and evidence upon which the appeal is to be based (F.S. 286.0105).
In accordance with the Americans with Disabilities Act, any person who may require special accommodation to participate in this meeting
should contact the Village Clerk’s office at 841-3355 at least 72 hours prior to the meeting date.
This agenda represents the tentative agenda for the scheduled meeting of the Village Council. Due to the nature of governmental duties
and responsibilities, the Village Council reserves the right to make additions to, or deletions from, the items contained in this agenda.
BACKUP INFORMATION FOR THIS
AGENDA ITEM TO BE PROVIDED.
VILLAGE OF NORTH PALM BEACH
PARKS AND RECREATION
TO: Honorable Mayor and Council
THRU: Chuck Huff, Village Manager
FROM: Ashley Shipman, Director of Parks and Recreation
DATE: August 28, 2025
SUBJECT: RESOLUTION – Approving an Easement in favor of Seacoast Utility Authority for the
replacement of a Force Main in Anchorage Park
Seacoast Utility Authority (“SUA”) has requested an Easement over a portion of Anchorage Park for the
replacement of a Force Main. Commencing at the east corner of the Park, the Easement will vary between
5’ and 15’ in width. Due to several failures in the last couple of years, SUA needs to replace its force
main, and in order to do this, they need an additional Easement from the Village.
This project is not expected to impede park access nor disrupt accessibility to the walking trail.
Plans/Sketches showing the additional Easement have been attached as back up materials for the
Council’s review. In accordance with the terms of the Easement, SUA agrees to leave the property in the
same or better condition that existed prior to the performance of this work.
There is no fiscal impact to the Village.
The attached Resolution and Easement have been prepared and/or reviewed for legal sufficiency by the
Village Attorney.
Recommendation:
Village Staff recommends Council consideration and approval of the attached Resolution
approving an Easement in favor of Seacoast Utility Authority for the replacement of a force main
at Anchorage Park and authorizing the Mayor and Village Clerk to execute the Easement in
accordance with Village policies and procedures.
RESOLUTION 2025-____
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING AN EASEMENT DEED IN
FAVOR OF SEACOAST UTILITY AUTHORITY OVER A PORTION OF
ANCHORAGE PARK FOR FORCE MAIN REPLACEMENT AND
AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE
EASEMENT ON BEHALF OF THE VILLAGE; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, Seacoast Utility Authority has requested an Easement Deed over property located in
eastern portion of Anchorage Park for the installation of a new force main; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the interests
of the public health, safety, and welfare.
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 correct and are incorporated herein.
Section 2. The Village Council hereby approves an Easement Deed in favor of Seacoast
Utility Authority over a portion of Anchorage Park, a copy of which is attached hereto and
incorporated herein, and authorizes the Mayor and Village Clerk to execute the Easement Deed on
behalf of the Village.
Section 3. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS _____ DAY OF ________________, 2025.
(Village Seal)
MAYOR
ATTEST:
VILLAGE CLERK
Prepared by: Laura H. Niemann
Seacoast Utility Authority
4200 Hood Road
Palm Beach Gardens, Fl 33410
Page 1 of 2
EASEMENT DEED
THIS EASEMENT DEED made and entered into this ___ day of ________________ 2025, between
Village of North Palm Beach, a Florida municipal corporation, hereinafter referred to as “Grantor”) whose
address is 501 U.S. Highway One, North Palm Beach, FL 33408, and Seacoast Utility Authority (hereinafter
referred to as “Grantee”) whose address is 4200 Hood Road, Palm Beach Gardens, Florida 33410
W I T N E S S E T H:
That Grantor, for and in consideration of the sum of Ten Dollars ($10.00) in hand paid by the Grantee,
the receipt and sufficiency of which is hereby acknowledged, does hereby grant to the Grantee, its successors
and assigns, a perpetual non-exclusive utility easement which shall permit the Grantee to enter upon the
property herein described at any time to install, operate, maintain and service water and sewer lines and
appurtenant facilities (the "Improvements") in, on, over, under and across the easement premises. The
easement hereby granted covers a parcel of land lying, situate and being in Palm Beach County, Florida, and
being more particularly described as follows:
SEE EXHIBIT "A", ATTACHED HERETO
AND MADE A PART HEREOF
Grantor shall not grant additional easements or similar interests in, on, over, under, or across said
easement premises without Grantee's prior written consent, which will not be unreasonably withheld.
Neither Grantor, nor any other person claiming an interest through Grantor, shall interfere with Grantee's
utilization and enjoyment of the easement, including the construction, preservation, maintenance, or
replacement of Grantee's Improvements. Further, Grantor or any other person claiming an interest through
Grantor, shall remove any structure, obstruction, improvement, or impediment which, at any time, interferes
with Grantee's utilization and enjoyment of this easement.
Grantor hereby covenants with Grantee that it is lawfully seized and in possession of the real
property herein described and that it has good and lawful right to grant the aforesaid easement free and clear
of any mortgages that are prior in right and dignity to this Easement Deed. Furthermore, Grantor covenants
that there are no encumbrances of any kind that would prevent Grantee's full enjoyment of the easement.
Should Grantee enter the easement to perform installation, operation, maintenance and/or service
activities, Grantee shall leave the property in the same or better condition that existed prior to the performance
of such activities.
This Easement Deed, and the covenants contained herein, shall be deemed covenants running with
the land, and shall be binding on the parties hereto and their successors and assigns.
Page 2 of 2
IN WITNESS WHEREOF, the Grantor has hereunto set its hand and affixed its seal as of the date first
above written.
WITNESSES: GRANTOR:
Signed, sealed, and delivered
in the presence of:
Village of North Palm Beach, a Florida municipal
corporation
By:
Witness #1 Signature Deborah Searcy, Mayor
Witness #1 Printed Name
Attest:
Jessica Green, Village Clerk
Witness #1 Address
Witness #2 Signature
Witness #2 Printed Name
Witness #2 Address
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me by means of □ physical presence or □ online
notarization this day of , 2025, by Deborah Searcy, Mayor of
Village of North Palm Beach and Jessica Green, Village Clerk, who are personally known to me or who has
produced as identification.
Notary Signature
Print Name
Notary Public - State
Commission No:
My Commission Expires:
THIS IS NOT A SURVEY SHEET 1 OF 4
THIS IS NOT A SURVEY SHEET 2 OF 4
THIS IS NOT A SURVEY SHEET 3 OF 4MATCHLINESEE SHEET 4MATCHLINE
SEE SHEET 4
SHEET 4 OF 4THIS IS NOT A SURVEY
MATCHLINE
SEE SHEET 3MATCHLINESEE SHEET 3
VILLAGE OF NORTH PALM BEACH
BUILDING & ZONING DEPARTMENT
TO: Honorable Mayor and Council
THRU: Chuck Huff, Village Manager
FROM: Valentino Perez, Building & Zoning Director
DATE: August 28, 2025
SUBJECT: RESOLUTION – Approving a Fourth Amendment to the Professional Services
Agreement with Chen Moore & Associates, Inc. to increase compensation for Fiscal Year
2025 to $275,000
As a follow-up to the meeting held on August 18, 2025, and in accordance with the direction of Village
Management, Chen Moore & Associates (CMA) will begin reviewing and updating the Evaluation and
Appraisal Report (EAR)-based Comprehensive Plan to ensure compliance with SB 180, as required by
the State.
Additionally, please note that the attached July invoice from CMA’s Accounting Department requires
additional funding under the current continuing planning services agreement. To ensure CMA can
proceed without interruption, I am requesting an increase to the existing continuing services Purchase
Order in the amount of $125,000, bringing the total compensation for Fiscal Year 2025 to $275,000.
Background:
On August 14, 2025, CMA met with Florida Commerce to discuss the Village’s EAR-based
Comprehensive Plan amendment. The following summarizes the key outcomes of that meeting :
Per Senate Bill 180 (SB 180), the Village’s proposed EAR amendments are deemed null and void
(see attached letter from Florida Commerce). The Village must evaluate the Comprehensive Plan
to confirm that no goals, objectives, or policies are more burdensome or restrictive than permitted
under SB 180.
The Village must restart the Comprehensive Plan approval process, which includes:
• Local Planning Agency (LPA) review
• Village Council Transmittal Hearing (First Reading)
• Transmittal to the State and applicable agencies
• Receipt of the Objectives, Recommendations, and Comment (ORC) report from the State
(within 60 days of transmittal)
• Adoption of the Comprehensive Plan within 180 days of receiving the ORC report
• Village Council Adoption Hearing (Second Reading)
• Submittal to the State
• Notification of Intent (NOI) from the State within 45 days
Given these statutory requirements, it is necessary to secure additional funding to allow CMA to continue
services without delay.
Attachments:
Letter from Florida Commerce
The attached Resolution and Fourth Amendment have been prepared/reviewed by your Village Attorney for
legal sufficiency.
Account Information:
Fund Department / Division Account
Number Account Description Amount
General
Fund Building & Zoning / Planning A5206-33190 Professional Services $125,000
Recommendation:
Village Staff recommends Village Council consideration and approval of the attached Resolution
approving a Fourth Amendment to the Professional Services Agreement with Chen Moore &
Associates, Inc. to increase the total compensation for Fiscal Year 2025 from $150,000 to
$275,000, to cover the costs of the required Comprehensive Plan Amendments and authorizing
the Village Manager to execute the Amendment in accordance with Village policies and
procedures.
Page 1 of 2
RESOLUTION 2025-____
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA APPROVING A FOURTH AMENDMENT TO THE
PROFESSIONAL SERVICES AGREEMENT WITH CHEN MOORE &
ASSOCIATES, INC. TO INCREASE THE TOTAL AMOUNT OF
COMPENSATION FOR FISCAL YEAR 2025 AND AUTHORIZING THE
VILLAGE MANAGER TO EXECUTE THE FOURTH AMENDMENT;
PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, through the adoption of Resolution No. 2023-65, the Village Council authorized the
Village Manager to execute an Agreement for Professional (Planning) Services with six firms,
including Chen Moore & Associates, Inc., in an amount not to exceed $50,000.00 during any single
fiscal year; and
WHEREAS, through the adoption of Resolution No. 2024-01, the Village Council approved an
Amendment to the Agreement with Chen Moore to increase the total amount of compensation for
Fiscal Year 2024 to $80,000; and
WHEREAS, through the adoption of Resolution No. 2024-60, the Village Council approved a Second
Amendment to the Agreement with Chen Moore to again increase the total amount of compensation
for Fiscal Year 2024 to $125,000; and
WHEREAS, through the adoption of Resolution No. 2025-14, the Village Council approved a Third
Amendment to the Agreement with Chen Moore to increase the total amount of compensation for
Fiscal Year 2025 to $150,000; and
WHEREAS, due to additional work performed by Chen Moore for interim planning services and
readoption of the Village’s EAR-based Comprehensive Plan Amendment, Village Staff is seeking an
increase in the compensation paid during Fiscal Year 2025 to $275,000, necessitating a Fourth
Amendment to the Agreement; and
WHEREAS, the Village Council 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 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 Fourth Amendment to the Professional
Services Agreement with Chen Moore & Associates, Inc. to increase the total amount of
compensation during Fiscal Year 2025 to $275,000.00, a copy of which is attached hereto and
incorporated herein, and authorizes the Village Manager to execute the Fourth Amendment on behalf
of the Village.
Page 2 of 2
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 be effective immediately upon adoption.
PASSED AND ADOPTED THIS ____ DAY OF ____________, 2025.
(Village Seal)
MAYOR
ATTEST:
VILLAGE CLERK
FOURTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Planning Services)
THIS FOURTH AMENDMENT is entered on this _____ day of _____________, 2025, by and between
the Village of North Palm Beach, a Florida municipal corporation (“Village”) and Chen Moore &
Associates, Inc., a Florida corporation (“Consultant”).
RECITALS
WHEREAS, on August 24, 2023, the Village entered into a Professional Services Agreement with Chen
Moore & Associates, Inc. (“Chen Moore”) for general Planning Services (“Agreement”) and capped the
total amount of compensation at $50,000 per fiscal year; and
WHEREAS, on January 11, 2024, the Village executed an Amendment to the Agreement to increase the
total amount of compensation payable for Fiscal Year 2024 to $80,000; and
WHEREAS, on July 18, 2024, the Village executed a Second Amendment to the Agreement to increase
the amount of compensation payable for Fiscal Year 2024 to $125,000; and
WHEREAS, on April 24, 2025, the Village executed a Third Amendment to the Agreement to increase the
amount of compensation payable for Fiscal Year 2025 to $150,000; and
WHEREAS, due to additional work performed by Chen Moore for interim planning services because of
organizational and departmental restructuring and the need to readopt revised EAR based amendments to
the Village’s Comprehensive Plan, the parties wish to increase the total amount of compensation for Fiscal
Year 2025 to cover the cost of this additional work.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained in the Agreement, as
amended, the sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree
as follows:
1. The foregoing recitals are ratified and incorporated herein.
2. Section 5(a) of the Agreement is hereby amended to increase the total amount of compensation payable
by the Village to Consultant for Fiscal Year 2025 to Two Hundred Seventy-Five Thousand Dollars and No
Cents ($275,000.00).
3. All other provisions of the Agreement, to the extent not expressly modified herein, shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have made and executed this Fourth Amendment to the
Professional Services Agreement (Planning Services) as of the day and year set forth above.
VILLAGE OF NORTH PALM BEACH:
By: __________________________________
Charles D. Huff, Village Manager
CONSULTANT:
CHEN MOORE & ASSOCIATES, INC.
By: __________________________________
Print Name:
Title:
RESOLUTION 2025-14
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA APPROVING A THIRD AMENDMENT TO THE
PROFESSIONAL SERVICES AGREEMENT WITH CHEN MOORE &
ASSOCIATES, INC. TO INCREASE THE TOTAL AMOUNT OF COMPENSATION
FOR FISCAL YEAR 2025 AND AUTHORIZING THE VILLAGE MANAGER TO
EXECUTE THE THIRD AMENDMENT; PROVIDING FOR CONFLICTS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, through the adoption of Resolution No. 2023-65, the Village Council authorized the Village
Manager to execute an Agreement for Professional (Planning) Services with six firms, including Chen
Moore & Associates, Inc., in an amount not to exceed $50,000.00 during any single fiscal year; and
WHEREAS, through the adoption of Resolution No. 2024-01, the Village Council approved an
Amendment to the Agreement with Chen Moore to increase the total amount of compensation for Fiscal
Year 2024 to $80,000; and
WHEREAS, through the adoption of Resolution No. 2024-60, the Village Council approved a Second
Amendment to the Agreement with Chen Moore to again increase the total amount of compensation for
Fiscal Year 2024 to $125,000; and
WHEREAS, due to additional work performed by Chen Moore for interim planning services because of
organizational and departmental restructuring, Village Staff is seeking an increase to the compensation
paid during Fiscal Year 2025 to $150,000, necessitating a Third Amendment to the Agreement; and
WHEREAS, the Village Council 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 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 Third Amendment to the Professional Services
Agreement with Chen Moore & Associates, Inc. to increase the total amount of compensation during
Fiscal Year 2025 to $150,000.00, a copy of which is attached hereto and incorporated herein, and
authorizes the Village Manager to execute the Third Amendment on behalf of the Village.
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 be effective immediately upon adoption.
Page 1 of 2
PASSE
SOF
ViS0 bRIDA
ATT•
ED THIS 24TII DAY OF T3 TT
VILLAGE CLERK
Page 2 of 2
THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
Planning Services)
THIS THIRD AMENDMENT is entered on this 24th day of April, 2024, by and between the Village of
North Palm Beach, a Florida municipal corporation (“Village”) and Chen Moore & Associates, Inc., a
Florida corporation (“Consultant”).
RECITALS
WHEREAS, on August 24, 2023, the Village entered into a Professional Services Agreement with Chen
Moore & Associates, Inc. (“Chen Moore”) for general Planning Services (“Agreement”) and capped the
total amount of compensation at $50,000 per fiscal year; and
WHEREAS, on January 11, 2024, the Village executed an Amendment to the Agreement to increase the
total amount of compensation payable for Fiscal Year 2024 to $80,000; and
WHEREAS, on July 18, 2024, the Village executed a Second Amendment to the Agreement to increase
the amount of compensation payable for Fiscal Year 2024 to $125,000; and
WHEREAS, due to additional work performed by Chen Moore for interim planning services because of
organizational and departmental restructuring, the parties wish to increase the total amount of compensation
for Fiscal Year 2025 to cover the cost of this additional work.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained in the Agreement, as
amended, the sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree
as follows:
1. The foregoing recitals are ratified and incorporated herein.
2. Section 5(a) of the Agreement is hereby amended to increase the total amount of compensation payable
by the Village to Consultant for Fiscal Year 2025 to One Hundred and Fifty Thousand Dollars and No
Cents ($150,000.00).
3. All other provisions of the Agreement, to the extent not expressly modified herein, shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have made and executed this Third Amendment to the
Professional Services Agreement (Planning Services) as of the day and year set forth above.
VILLAGE OF NORTH PALM BEACH:
By: __________________________________
Charles D. Huff, Village Manager
CONSULTANT:
CHEN MOORE & ASSOCIATES, INC.
By: __________________________________
Print Name:
Title:
Docusign Envelope ID: B6DE3630-AC4A-4241-88C1-90690DAD7F82
Jason McClair
Vice President
Docusign Envelope ID: 59198D41-1A66-4D72-99DD-22910683D741
Page 1 of 9
PROFESSIONAL SERVICES AGREEMENT
Planning Services)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered on 24th day of August,
2023, by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and
Chen Moore & Associates, Inc., a Florida corporation (“Consultant”).
RECITALS
WHEREAS, the Village issued a Request for Proposals for General Planning Services (“RFP”), and
Consultant submitted a Proposal in response to the RFP; and
WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide
General Planning Services to the Village in accordance with its Proposal and pursuant to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows:
SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this
Agreement as true and correct statements.
SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. The Consultant shall provide
General Planning Services to the Village on an as needed, non-exclusive basis as directed by the
Community Development Director and as described in the RFP for General Planning Services. Both the
RFP and Consultant’s Proposal are hereby incorporated herein by reference. The Village shall compensate
Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and
incorporated herein by reference. In accordance with a request for services on special projects from the
Community Development Director, Consultant will prepare a work order authorization including a specific
scope of work and fee for services which shall be submitted to and approved by the Community
Development Director prior to any work being conducted. Direct costs may be reimbursed by the Village
if approved in advance by the Community Development Director, and invoiced without markup.
SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or
employee is created by this Agreement, it being understood that Consultant will act hereunder as an
independent contractor and none of Consultant’s, officers, directors, employees, independent contractors,
representatives, or agents performing services for Consultant pursuant to this Agreement shall have any claim
under this Agreement or otherwise against the Village for compensation of any kind under this Agreement. The
relationship between the Village and Consultant is that of independent contractors, and neither shall be
considered a joint venturer, partner, employee, agent, representative or other relationship of the other for any
purpose expressly or by implication.
SECTION 4: TERM, TIME, AND TERMINATION.
a. Term. The term of this Agreement shall commence upon the approval of this Agreement
by the Village and shall continue for a five (5) year term or until either party terminates this Agreement as
set forth herein. This Agreement may be extended for two (2) additional one-year terms upon mutual
consent of Consultant and the Village Manager and approval by the Village Council.
b. Time for Completion. Time is of the essence in the performance of this Agreement.
Upon direction from the Community Development Director, Consultant shall at all times carry out its duties
and responsibilities as expeditiously as possible.
DocuSign Envelope ID: 9671B4CD-2114-44C1-83BE-14EC18E246F9
Page 2 of 9
c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due
to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies,
sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. The
Consultant or Village may suspend its performance under this Agreement as a result of a force majeure
without being in default of this Agreement, but upon the removal of such force majeure, the Consultant or
Village shall resume its performance as soon as is reasonably possible. Upon the Consultant’s request, the
Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s
failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other
affected provision of this Agreement may be revised accordingly, subject to the Village’s rights to change,
terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring
more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the
case of continuing cause of delay, only one (1) notice of delay or claim is necessary.
d. Termination. Either party may terminate this Agreement at any time with or without cause
by giving not less than ten (10) days’ written notice of termination.
e. Early Termination. If this Agreement is terminated before the completion of all services by
the Consultant, the Consultant shall:
1. Stop services on the date and to the extent specified including without limitation services
of any subconsultants; and
2. Transfer all work in progress, completed work, and other materials related to the terminated
services to the Village in the format acceptable to Village.
f. Effect of Termination. Termination of this Agreement shall not affect any rights,
obligations, and liabilities of the parties arising out of transactions which occurred prior to termination.
Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal
corporation and political subdivision of the state of Florida, and as such, this Agreement is subject to
budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any
fiscal year of the Village. Notwithstanding anything in this Agreement to the contrary, in the event that no
funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs
associated with the Village’s obligations under this Agreement, or in the event the funds budgeted or
appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the
Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such
occurrence and either the Village or Consultant may terminate this Agreement by notifying the other in
writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving
of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense
to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed
under this Agreement through the date of termination.
SECTION 5: COMPENSATION.
a. Payments. The Village agrees to compensate the Consultant in accordance with the rate
schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during
any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse
the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services
to the Village under this Agreement which exceed the amount set forth above, unless prior written approval
has been obtained by the Consultant.
b. Invoices. Consultant shall render monthly invoices to the Village for services that have
been rendered in conformity with this Agreement in the previous month. The invoices shall specify the
DocuSign Envelope ID: 9671B4CD-2114-44C1-83BE-14EC18E246F9
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services performed and the time spent on the same. All reimbursable expenses shall also be clearly
identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30)
days following the Village’s receipt of the Consultant’s invoice.
SECTION 6: INDEMNIFICATION.
a. The Consultant, its officers, employees and agents shall indemnify and hold harmless the
Village, including its officers and employees from liabilities, damages, losses, and costs, including but not
limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the
negligence, recklessness or intentionally wrongful conduct of the Consultant and other persons employed
or utilized by the Consultant in the performance of the services under this Agreement. The Village agrees
to be responsible for its own negligence.
b. Nothing contained in this Agreement shall create a contractual relationship with or a cause
of action in favor of a third party against either the Village or the Consultant, nor shall this Agreement be
construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28,
Florida Statutes.
SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its
responsibilities under this Agreement in conformance with all laws, regulations and administrative
instructions that relate to the parties’ performance of this Agreement.
SECTION 8: PERSONNEL. The Consultant represents that it has, or will secure at its own expense, all
necessary personnel required to perform the services under this Agreement. 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 Consultant or under its supervision, and all personnel engaged in performing the services
shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services.
SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or
to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order
to make a determination as to the capability of the sub-consultant to perform properly under this Agreement.
All sub-consultants providing professional services to the Consultant under this Agreement will also be
required to provide their own insurance coverage identical to those contained in this Agreement. In the event
that a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Agreement,
the Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s
insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. The Consultant
shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs
shall be a direct pass-through cost to the Village.
SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales
and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number.
SECTION 11: INSURANCE.
a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage
as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance
carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less
than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance
policies may not be modified or terminated without the express written authorization of the Village.
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Type of Coverage Amount of Coverage
Professional liability/ $1,000,000 per occurrence
Errors and Omissions
Commercial general liability $1, 000,000 per occurrence
Products/completed operations
Contractual, insurance broad form property,
Independent Consultant, personal injury) $2,000,000 annual aggregate
Automobile (owned, non-owned, & hired) $500,000 per occurrence
Worker’s Compensation $ statutory limits
b. The commercial general liability and automobile policies will name the Village as an
additional insured and proof of all insurance coverage shall be furnished to the Village by way of an
endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly
indicate that the Consultant has obtained insurance of the type, amount, and classification as required for
strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve
Consultant of its liability and obligations under this Agreement.
c. 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.
SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and
its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to
the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants
of this Agreement. Except as agreed in writing by all parties, this Agreement is not assignable.
SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Agreement shall be governed by
the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement 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.
SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE
RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL
BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT.
SECTION 15: ACCESS AND AUDITS. The Consultant shall maintain adequate records to justify all
payments made by the Village under this Agreement for at least three (3) years after completion of this
Agreement and longer if required by applicable federal or state law. 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 the 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.
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SECTION 16: NONDISCRIMINATION. The Consultant 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.
SECTION 17: AUTHORITY TO PRACTICE. The Consultant hereby represents and warrants that it has
and will continue to maintain all licenses and approvals required to conduct its business and provide the
services required under this Agreement, and that it will at all times conduct its business and provide the
services under this Agreement in a reputable manner. Proof of such licenses and approvals shall be
submitted to the Village upon request.
SECTION 18: SEVERABILITY. If any term or provision of this Agreement, or the application thereof
to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Agreement, 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
Agreement shall be deemed valid and enforceable to the extent permitted by law.
SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135,
Florida Statutes, the Consultant certifies that it and any authorized sub-consultants are not participating in
a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the
Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that
the Village shall have the right to immediately terminate this Agreement if the Consultant, its authorized
sub-consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged
in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida.
SECTION 20: NOTICE. All notices required in this Agreement shall be sent by hand-delivery, certified
mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to:
Village of North Palm Beach
Attn: Village Manager
501 US Highway 1
North Palm Beach, FL 33408
and if sent to the Consultant, shall be sent to:
Chen Moore & Associates, Inc.
Attn: Nilsa Zacarias, AICP
500 Australian Avenue South, Suite 850
West Palm Beach, FL 33401
The foregoing names and addresses may be changed if such change is provided in writing to the other
party. Notice shall be deemed given upon receipt.
SECTION 21: ENTIRETY OF AGREEMENT. The Village and the Consultant agree that this Agreement
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 Agreement may
be added to, modified, superseded, or otherwise altered, except by written instrument executed by the
parties hereto.
SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Agreement
shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter.
SECTION 23: PREPARATION AND NON-EXCLUSIVE. This Agreement shall not be construed more
strongly against either party regardless of who was more responsible for its preparation. This is a non-
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exclusive Agreement and the Village reserves the right to contract with individuals or firms to provide the
same or similar services.
SECTION 24: MATERIALITY. All provisions of the Agreement shall be deemed material. In the event
Consultant fails to comply with any of the provisions contained in this Agreement or exhibits, amendments
and addenda attached hereto, said failure shall be deemed a material breach of this Agreement and Village
may at its option provide notice to the Consultant to terminate for cause.
SECTION 25: LEGAL EFFECT. This Agreement shall not become binding and effective until approved
by the Village. The Effective Date is the date this Agreement is executed by the Village.
SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party
will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced
against it which arises out of or relates, in any manner, to the performance of this Agreement. Each party
agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit
in which either party is named, and shall do nothing to impair or invalidate any applicable insurance
coverage.
SECTION 27: SURVIVABILITY. Any provision of this Agreement which is of a continuing nature or
imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or
earlier termination.
SECTION 28: COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon the parties as of the
effective date at such time as all the signatories hereto have signed a counterpart of this Agreement.
SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number
2011-009, the CONSULTANT acknowledges that this Agreement may be subject to investigation and/or
audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County
ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance.
SECTION 30: AGREEMENT DOCUMENTS AND CONTROLLING PROVISIONS. This Agreement
consists of this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal. The
parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the
extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the
following Order: this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal.
Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid
conflicts between provisions of the various documents.
SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications,
calculations, supporting documents, or other work products prepared by Consultant pursuant to this
Agreement shall become the property of the Village upon delivery. The Consultant may keep copies or
samples thereof and shall have the right to use the same. The Village accepts sole responsibility for the
reuse of any such documents in a manner other than as initially intended or for any use of incomplete
documents.
SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Agreement, on
behalf of the Consultant, the undersigned hereby represents to the Village that he or she has the authority
and full legal power to execute this Agreement and any and all documents necessary to effectuate and
implement the terms of this Agreement on behalf of the Consultant for whom he or she is signing and to
bind and obligate such party with respect to all provisions contained in this Agreement.
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SECTION 33: PUBLIC RECORDS. The Consultant shall comply with Florida’s Public Records Act,
Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under
section 119.011(2), Florida Statutes, specifically agrees to:
a) Keep and maintain public records required by the Village to perform the service.
b) Upon request from the Village’s custodian of public records or designee, provide the Village with
a copy of 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.
c) 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 this Agreement
and following completion of this Agreement if the Consultant does not transfer the records to the Village.
d) Upon completion of this Agreement, transfer, at no cost, to the Village all public records in
possession of the Consultant or keep and maintain public records required by the Village to perform the
service. If the Consultant transfers all public records to the Village upon completion of the Agreement, the
Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Consultant keeps and maintains public records upon
completion of the Agreement, the 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 or designee, in a format that is compatible with the information technology
systems of the Village.
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 AGREEMENT, PLEASE CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT:
561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S.
HIGHWAY ONE, NORTH PALM BEACH, FL 33408.
SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this
Agreement.
SECTION 35: E-VERIFY. The Consultant warrants and represents that Consultant and all sub-consultants
are in compliance with Section 448.095, Florida Statutes, as may be amended. The 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 sub-consultant
stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If
the Village has a good faith belief that the Consultant has knowingly violated Section 448.09(1), Florida
Statutes, the Village shall terminate this Agreement pursuant to Section 448.095(2), Florida Statutes, as
may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section
448.09(1), Florida Statutes, but the Consultant has otherwise complied, it shall notify the Consultant, and
the Consultant shall immediately terminate its agreement with the sub-consultant.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Professional Services
Agreement (Consulting Services for planning and zoning review services) as of the day and year set forth
above.
VILLAGE OF NORTH PALM BEACH:
By: __________________________________
Charles D. Huff, Village Manager
CONSULTANT:
CHEN MOORE & ASSOCIATES, INC.
By: __________________________________
Print Name: Cristobal Betancourt
Title: Vice President
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RESOLUTION 2023-65
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, ACCEPTING PROPOSALS FROM SELECTED
FIRMS TO PROVIDE GENERAL PLANNING SERVICES TO THE VILLAGE ON
AN AS NEEDED BASIS AND AUTHORIZING THE VILLAGE MANAGER TO
EXECUTE PROFESSIONAL SERVICES CONSULTING AGREEMENTS WITH
THE SELECTED FIRMS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Village Staff issued a Request for Proposals ("RFP") for General Planning Services,
which shall include, but not be limited to: Zoning Code text amendments; Comprehensive Plan
Amendments; Planning Studies; Development Application review; Architectural Services; Traffic
Engineering Services; LEED and Sustainability Services; Graphic Design Services; Economic
Development Planning Services; and Landscape Design Plan Review and Inspection Services; and
WHEREAS, the Village received seven proposals in response to the RFP, and the Selection
Committee recommended executing non-exclusive Professional Services Consulting Agreements
with six of the firms; 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 NORTH PALM
BEACH, FLORIDA, as follows:
Section 1. The foregoing "whereas" clauses are hereby ratified and incorporated herein.
Section 2. The Village Council hereby accepts the Proposals for General Planning Services
submitted by the following firms: Chen Moore and Associates, Inc.; WGI, Inc.; JMorton Planning &
Landscape Architecture, Inc.; Calvin, Giordano & Associates, Inc.; Marlin Engineering, Inc.; and
Inspire Placemaking Collective, Inc. The Village Council further authorizes the Village Manager to
execute five (5) year non-exclusive Professional Services Consulting Agreements with each of the
firms in an amount not to exceed $50,000 during any single fiscal year, subject to review by the
Village Attorney as to form and legal sufficiency.
Section 3. This Resolution shall take effect immediately upon adoption.
PASSEVOWADOPTED THIS 24TH DAY OF AUGUST 2023.
OR.
0: FLORIDA
age Seal) .
Ir
ATTEST'
EPUT ILLAGE CLERK
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PROFESSIONAL SERVICES AGREEMENT
Planning Services)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered on 24th day of August,
2023, by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and
Inspire Placemaking Collective, Inc., a Florida corporation (“Consultant”).
RECITALS
WHEREAS, the Village issued a Request for Proposals for General Planning Services (“RFP”), and
Consultant submitted a Proposal in response to the RFP; and
WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide
General Planning Services to the Village in accordance with its Proposal and pursuant to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows:
SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this
Agreement as true and correct statements.
SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. The Consultant shall provide
General Planning Services to the Village on an as needed, non-exclusive basis as directed by the
Community Development Director and as described in the RFP for General Planning Services. Both the
RFP and Consultant’s Proposal are hereby incorporated herein by reference. The Village shall compensate
Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and
incorporated herein by reference. In accordance with a request for services on special projects from the
Community Development Director, Consultant will prepare a work order authorization including a specific
scope of work and fee for services which shall be submitted to and approved by the Community
Development Director prior to any work being conducted. Direct costs may be reimbursed by the Village
if approved in advance by the Community Development Director, and invoiced without markup.
SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or
employee is created by this Agreement, it being understood that Consultant will act hereunder as an
independent contractor and none of Consultant’s, officers, directors, employees, independent contractors,
representatives, or agents performing services for Consultant pursuant to this Agreement shall have any claim
under this Agreement or otherwise against the Village for compensation of any kind under this Agreement. The
relationship between the Village and Consultant is that of independent contractors, and neither shall be
considered a joint venturer, partner, employee, agent, representative or other relationship of the other for any
purpose expressly or by implication.
SECTION 4: TERM, TIME, AND TERMINATION.
a. Term. The term of this Agreement shall commence upon the approval of this Agreement
by the Village and shall continue for a five (5) year term or until either party terminates this Agreement as
set forth herein. This Agreement may be extended for two (2) additional one-year terms upon mutual
consent of Consultant and the Village Manager and approval by the Village Council.
b. Time for Completion. Time is of the essence in the performance of this Agreement.
Upon direction from the Community Development Director, Consultant shall at all times carry out its duties
and responsibilities as expeditiously as possible.
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c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due
to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies,
sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. The
Consultant or Village may suspend its performance under this Agreement as a result of a force majeure
without being in default of this Agreement, but upon the removal of such force majeure, the Consultant or
Village shall resume its performance as soon as is reasonably possible. Upon the Consultant’s request, the
Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s
failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other
affected provision of this Agreement may be revised accordingly, subject to the Village’s rights to change,
terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring
more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the
case of continuing cause of delay, only one (1) notice of delay or claim is necessary.
d. Termination. Either party may terminate this Agreement at any time with or without cause
by giving not less than ten (10) days’ written notice of termination.
e. Early Termination. If this Agreement is terminated before the completion of all services by
the Consultant, the Consultant shall:
1. Stop services on the date and to the extent specified including without limitation services
of any subconsultants; and
2. Transfer all work in progress, completed work, and other materials related to the terminated
services to the Village in the format acceptable to Village.
f. Effect of Termination. Termination of this Agreement shall not affect any rights,
obligations, and liabilities of the parties arising out of transactions which occurred prior to termination.
Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal
corporation and political subdivision of the state of Florida, and as such, this Agreement is subject to
budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any
fiscal year of the Village. Notwithstanding anything in this Agreement to the contrary, in the event that no
funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs
associated with the Village’s obligations under this Agreement, or in the event the funds budgeted or
appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the
Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such
occurrence and either the Village or Consultant may terminate this Agreement by notifying the other in
writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving
of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense
to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed
under this Agreement through the date of termination.
SECTION 5: COMPENSATION.
a. Payments. The Village agrees to compensate the Consultant in accordance with the rate
schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during
any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse
the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services
to the Village under this Agreement which exceed the amount set forth above, unless prior written approval
has been obtained by the Consultant.
b. Invoices. Consultant shall render monthly invoices to the Village for services that have
been rendered in conformity with this Agreement in the previous month. The invoices shall specify the
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services performed and the time spent on the same. All reimbursable expenses shall also be clearly
identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30)
days following the Village’s receipt of the Consultant’s invoice.
SECTION 6: INDEMNIFICATION.
a. The Consultant, its officers, employees and agents shall indemnify and hold harmless the
Village, including its officers and employees from liabilities, damages, losses, and costs, including but not
limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the
negligence, recklessness or intentionally wrongful conduct of the Consultant and other persons employed
or utilized by the Consultant in the performance of the services under this Agreement. The Village agrees
to be responsible for its own negligence.
b. Nothing contained in this Agreement shall create a contractual relationship with or a cause
of action in favor of a third party against either the Village or the Consultant, nor shall this Agreement be
construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28,
Florida Statutes.
SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its
responsibilities under this Agreement in conformance with all laws, regulations and administrative
instructions that relate to the parties’ performance of this Agreement.
SECTION 8: PERSONNEL. The Consultant represents that it has, or will secure at its own expense, all
necessary personnel required to perform the services under this Agreement. 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 Consultant or under its supervision, and all personnel engaged in performing the services
shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services.
SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or
to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order
to make a determination as to the capability of the sub-consultant to perform properly under this Agreement.
All sub-consultants providing professional services to the Consultant under this Agreement will also be
required to provide their own insurance coverage identical to those contained in this Agreement. In the event
that a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Agreement,
the Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s
insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. The Consultant
shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs
shall be a direct pass-through cost to the Village.
SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales
and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number.
SECTION 11: INSURANCE.
a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage
as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance
carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less
than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance
policies may not be modified or terminated without the express written authorization of the Village.
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Type of Coverage Amount of Coverage
Professional liability/ $1,000,000 per occurrence
Errors and Omissions
Commercial general liability $1, 000,000 per occurrence
Products/completed operations
Contractual, insurance broad form property,
Independent Consultant, personal injury) $2,000,000 annual aggregate
Automobile (owned, non-owned, & hired) $500,000 per occurrence
Worker’s Compensation $ statutory limits
b. The commercial general liability and automobile policies will name the Village as an
additional insured and proof of all insurance coverage shall be furnished to the Village by way of an
endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly
indicate that the Consultant has obtained insurance of the type, amount, and classification as required for
strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve
Consultant of its liability and obligations under this Agreement.
c. 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.
SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and
its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to
the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants
of this Agreement. Except as agreed in writing by all parties, this Agreement is not assignable.
SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Agreement shall be governed by
the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement 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.
SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE
RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL
BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT.
SECTION 15: ACCESS AND AUDITS. The Consultant shall maintain adequate records to justify all
payments made by the Village under this Agreement for at least three (3) years after completion of this
Agreement and longer if required by applicable federal or state law. 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 the 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.
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SECTION 16: NONDISCRIMINATION. The Consultant 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.
SECTION 17: AUTHORITY TO PRACTICE. The Consultant hereby represents and warrants that it has
and will continue to maintain all licenses and approvals required to conduct its business and provide the
services required under this Agreement, and that it will at all times conduct its business and provide the
services under this Agreement in a reputable manner. Proof of such licenses and approvals shall be
submitted to the Village upon request.
SECTION 18: SEVERABILITY. If any term or provision of this Agreement, or the application thereof
to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Agreement, 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
Agreement shall be deemed valid and enforceable to the extent permitted by law.
SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135,
Florida Statutes, the Consultant certifies that it and any authorized sub-consultants are not participating in
a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the
Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that
the Village shall have the right to immediately terminate this Agreement if the Consultant, its authorized
sub-consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged
in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida.
SECTION 20: NOTICE. All notices required in this Agreement shall be sent by hand-delivery, certified
mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to:
Village of North Palm Beach
Attn: Village Manager
501 US Highway 1
North Palm Beach, FL 33408
and if sent to the Consultant, shall be sent to:
Inspire Placemaking Collective, Inc.
Attn: George Kramer, President
4767 New Broad Street
Orlando, FL 32814
The foregoing names and addresses may be changed if such change is provided in writing to the other
party. Notice shall be deemed given upon receipt.
SECTION 21: ENTIRETY OF AGREEMENT. The Village and the Consultant agree that this Agreement
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 Agreement may
be added to, modified, superseded, or otherwise altered, except by written instrument executed by the
parties hereto.
SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Agreement
shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter.
SECTION 23: PREPARATION AND NON-EXCLUSIVE. This Agreement shall not be construed more
strongly against either party regardless of who was more responsible for its preparation. This is a non-
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exclusive Agreement and the Village reserves the right to contract with individuals or firms to provide the
same or similar services.
SECTION 24: MATERIALITY. All provisions of the Agreement shall be deemed material. In the event
Consultant fails to comply with any of the provisions contained in this Agreement or exhibits, amendments
and addenda attached hereto, said failure shall be deemed a material breach of this Agreement and Village
may at its option provide notice to the Consultant to terminate for cause.
SECTION 25: LEGAL EFFECT. This Agreement shall not become binding and effective until approved
by the Village. The Effective Date is the date this Agreement is executed by the Village.
SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party
will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced
against it which arises out of or relates, in any manner, to the performance of this Agreement. Each party
agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit
in which either party is named, and shall do nothing to impair or invalidate any applicable insurance
coverage.
SECTION 27: SURVIVABILITY. Any provision of this Agreement which is of a continuing nature or
imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or
earlier termination.
SECTION 28: COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon the parties as of the
effective date at such time as all the signatories hereto have signed a counterpart of this Agreement.
SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number
2011-009, the CONSULTANT acknowledges that this Agreement may be subject to investigation and/or
audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County
ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance.
SECTION 30: AGREEMENT DOCUMENTS AND CONTROLLING PROVISIONS. This Agreement
consists of this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal. The
parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the
extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the
following Order: this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal.
Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid
conflicts between provisions of the various documents.
SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications,
calculations, supporting documents, or other work products prepared by Consultant pursuant to this
Agreement shall become the property of the Village upon delivery. The Consultant may keep copies or
samples thereof and shall have the right to use the same. The Village accepts sole responsibility for the
reuse of any such documents in a manner other than as initially intended or for any use of incomplete
documents.
SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Agreement, on
behalf of the Consultant, the undersigned hereby represents to the Village that he or she has the authority
and full legal power to execute this Agreement and any and all documents necessary to effectuate and
implement the terms of this Agreement on behalf of the Consultant for whom he or she is signing and to
bind and obligate such party with respect to all provisions contained in this Agreement.
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SECTION 33: PUBLIC RECORDS. The Consultant shall comply with Florida’s Public Records Act,
Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under
section 119.011(2), Florida Statutes, specifically agrees to:
a) Keep and maintain public records required by the Village to perform the service.
b) Upon request from the Village’s custodian of public records or designee, provide the Village with
a copy of 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.
c) 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 this Agreement
and following completion of this Agreement if the Consultant does not transfer the records to the Village.
d) Upon completion of this Agreement, transfer, at no cost, to the Village all public records in
possession of the Consultant or keep and maintain public records required by the Village to perform the
service. If the Consultant transfers all public records to the Village upon completion of the Agreement, the
Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Consultant keeps and maintains public records upon
completion of the Agreement, the 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 or designee, in a format that is compatible with the information technology
systems of the Village.
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 AGREEMENT, PLEASE CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT:
561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S.
HIGHWAY ONE, NORTH PALM BEACH, FL 33408.
SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this
Agreement.
SECTION 35: E-VERIFY. The Consultant warrants and represents that Consultant and all sub-consultants
are in compliance with Section 448.095, Florida Statutes, as may be amended. The 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 sub-consultant
stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If
the Village has a good faith belief that the Consultant has knowingly violated Section 448.09(1), Florida
Statutes, the Village shall terminate this Agreement pursuant to Section 448.095(2), Florida Statutes, as
may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section
448.09(1), Florida Statutes, but the Consultant has otherwise complied, it shall notify the Consultant, and
the Consultant shall immediately terminate its agreement with the sub-consultant.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Professional Services
Agreement (Consulting Services for planning and zoning review services) as of the day and year set forth
above.
VILLAGE OF NORTH PALM BEACH:
By: __________________________________
Charles D. Huff, Village Manager
CONSULTANT:
INSPIRE PLACEMAKING COLLECTIVE, INC.
By: __________________________________
Print Name: George Kramer
Title: President
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EXHIBIT “A”
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PROFESSIONAL SERVICES AGREEMENT
Planning Services)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered on 24th day of August,
2023, by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and
JMorton Planning & Landscape Architecture, Inc., a Florida corporation (“Consultant”).
RECITALS
WHEREAS, the Village issued a Request for Proposals for General Planning Services (“RFP”), and
Consultant submitted a Proposal in response to the RFP; and
WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide
General Planning Services to the Village in accordance with its Proposal and pursuant to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows:
SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this
Agreement as true and correct statements.
SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. The Consultant shall provide
General Planning Services to the Village on an as needed, non-exclusive basis as directed by the
Community Development Director and as described in the RFP for General Planning Services. Both the
RFP and Consultant’s Proposal are hereby incorporated herein by reference. The Village shall compensate
Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and
incorporated herein by reference. In accordance with a request for services on special projects from the
Community Development Director, Consultant will prepare a work order authorization including a specific
scope of work and fee for services which shall be submitted to and approved by the Community
Development Director prior to any work being conducted. Direct costs may be reimbursed by the Village
if approved in advance by the Community Development Director, and invoiced without markup.
SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or
employee is created by this Agreement, it being understood that Consultant will act hereunder as an
independent contractor and none of Consultant’s, officers, directors, employees, independent contractors,
representatives, or agents performing services for Consultant pursuant to this Agreement shall have any claim
under this Agreement or otherwise against the Village for compensation of any kind under this Agreement. The
relationship between the Village and Consultant is that of independent contractors, and neither shall be
considered a joint venturer, partner, employee, agent, representative or other relationship of the other for any
purpose expressly or by implication.
SECTION 4: TERM, TIME, AND TERMINATION.
a. Term. The term of this Agreement shall commence upon the approval of this Agreement
by the Village and shall continue for a five (5) year term or until either party terminates this Agreement as
set forth herein. This Agreement may be extended for two (2) additional one-year terms upon mutual
consent of Consultant and the Village Manager and approval by the Village Council.
b. Time for Completion. Time is of the essence in the performance of this Agreement.
Upon direction from the Community Development Director, Consultant shall at all times carry out its duties
and responsibilities as expeditiously as possible.
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c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due
to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies,
sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. The
Consultant or Village may suspend its performance under this Agreement as a result of a force majeure
without being in default of this Agreement, but upon the removal of such force majeure, the Consultant or
Village shall resume its performance as soon as is reasonably possible. Upon the Consultant’s request, the
Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s
failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other
affected provision of this Agreement may be revised accordingly, subject to the Village’s rights to change,
terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring
more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the
case of continuing cause of delay, only one (1) notice of delay or claim is necessary.
d. Termination. Either party may terminate this Agreement at any time with or without cause
by giving not less than ten (10) days’ written notice of termination.
e. Early Termination. If this Agreement is terminated before the completion of all services by
the Consultant, the Consultant shall:
1. Stop services on the date and to the extent specified including without limitation services
of any subconsultants; and
2. Transfer all work in progress, completed work, and other materials related to the terminated
services to the Village in the format acceptable to Village.
f. Effect of Termination. Termination of this Agreement shall not affect any rights,
obligations, and liabilities of the parties arising out of transactions which occurred prior to termination.
Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal
corporation and political subdivision of the state of Florida, and as such, this Agreement is subject to
budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any
fiscal year of the Village. Notwithstanding anything in this Agreement to the contrary, in the event that no
funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs
associated with the Village’s obligations under this Agreement, or in the event the funds budgeted or
appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the
Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such
occurrence and either the Village or Consultant may terminate this Agreement by notifying the other in
writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving
of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense
to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed
under this Agreement through the date of termination.
SECTION 5: COMPENSATION.
a. Payments. The Village agrees to compensate the Consultant in accordance with the rate
schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during
any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse
the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services
to the Village under this Agreement which exceed the amount set forth above, unless prior written approval
has been obtained by the Consultant.
b. Invoices. Consultant shall render monthly invoices to the Village for services that have
been rendered in conformity with this Agreement in the previous month. The invoices shall specify the
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services performed and the time spent on the same. All reimbursable expenses shall also be clearly
identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30)
days following the Village’s receipt of the Consultant’s invoice.
SECTION 6: INDEMNIFICATION.
a. The Consultant, its officers, employees and agents shall indemnify and hold harmless the
Village, including its officers and employees from liabilities, damages, losses, and costs, including but not
limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the
negligence, recklessness or intentionally wrongful conduct of the Consultant and other persons employed
or utilized by the Consultant in the performance of the services under this Agreement. The Village agrees
to be responsible for its own negligence.
b. Nothing contained in this Agreement shall create a contractual relationship with or a cause
of action in favor of a third party against either the Village or the Consultant, nor shall this Agreement be
construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28,
Florida Statutes.
SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its
responsibilities under this Agreement in conformance with all laws, regulations and administrative
instructions that relate to the parties’ performance of this Agreement.
SECTION 8: PERSONNEL. The Consultant represents that it has, or will secure at its own expense, all
necessary personnel required to perform the services under this Agreement. 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 Consultant or under its supervision, and all personnel engaged in performing the services
shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services.
SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or
to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order
to make a determination as to the capability of the sub-consultant to perform properly under this Agreement.
All sub-consultants providing professional services to the Consultant under this Agreement will also be
required to provide their own insurance coverage identical to those contained in this Agreement. In the event
that a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Agreement,
the Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s
insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. The Consultant
shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs
shall be a direct pass-through cost to the Village.
SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales
and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number.
SECTION 11: INSURANCE.
a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage
as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance
carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less
than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance
policies may not be modified or terminated without the express written authorization of the Village.
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Type of Coverage Amount of Coverage
Professional liability/ $1,000,000 per occurrence
Errors and Omissions
Commercial general liability $1, 000,000 per occurrence
Products/completed operations
Contractual, insurance broad form property,
Independent Consultant, personal injury) $2,000,000 annual aggregate
Automobile (owned, non-owned, & hired) $500,000 per occurrence
Worker’s Compensation $ statutory limits
b. The commercial general liability and automobile policies will name the Village as an
additional insured and proof of all insurance coverage shall be furnished to the Village by way of an
endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly
indicate that the Consultant has obtained insurance of the type, amount, and classification as required for
strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve
Consultant of its liability and obligations under this Agreement.
c. 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.
SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and
its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to
the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants
of this Agreement. Except as agreed in writing by all parties, this Agreement is not assignable.
SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Agreement shall be governed by
the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement 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.
SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE
RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL
BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT.
SECTION 15: ACCESS AND AUDITS. The Consultant shall maintain adequate records to justify all
payments made by the Village under this Agreement for at least three (3) years after completion of this
Agreement and longer if required by applicable federal or state law. 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 the 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.
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SECTION 16: NONDISCRIMINATION. The Consultant 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.
SECTION 17: AUTHORITY TO PRACTICE. The Consultant hereby represents and warrants that it has
and will continue to maintain all licenses and approvals required to conduct its business and provide the
services required under this Agreement, and that it will at all times conduct its business and provide the
services under this Agreement in a reputable manner. Proof of such licenses and approvals shall be
submitted to the Village upon request.
SECTION 18: SEVERABILITY. If any term or provision of this Agreement, or the application thereof
to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Agreement, 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
Agreement shall be deemed valid and enforceable to the extent permitted by law.
SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135,
Florida Statutes, the Consultant certifies that it and any authorized sub-consultants are not participating in
a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the
Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that
the Village shall have the right to immediately terminate this Agreement if the Consultant, its authorized
sub-consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged
in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida.
SECTION 20: NOTICE. All notices required in this Agreement shall be sent by hand-delivery, certified
mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to:
Village of North Palm Beach
Attn: Village Manager
501 US Highway 1
North Palm Beach, FL 33408
and if sent to the Consultant, shall be sent to:
JMorton Planning & Landscape Architecture, Inc.
Attn: Jennifer L. Morton, President
3910 RCA Boulevard, Suite 1015
Palm Beach Gardens, FL 33410
The foregoing names and addresses may be changed if such change is provided in writing to the other
party. Notice shall be deemed given upon receipt.
SECTION 21: ENTIRETY OF AGREEMENT. The Village and the Consultant agree that this Agreement
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 Agreement may
be added to, modified, superseded, or otherwise altered, except by written instrument executed by the
parties hereto.
SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Agreement
shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter.
SECTION 23: PREPARATION AND NON-EXCLUSIVE. This Agreement shall not be construed more
strongly against either party regardless of who was more responsible for its preparation. This is a non-
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exclusive Agreement and the Village reserves the right to contract with individuals or firms to provide the
same or similar services.
SECTION 24: MATERIALITY. All provisions of the Agreement shall be deemed material. In the event
Consultant fails to comply with any of the provisions contained in this Agreement or exhibits, amendments
and addenda attached hereto, said failure shall be deemed a material breach of this Agreement and Village
may at its option provide notice to the Consultant to terminate for cause.
SECTION 25: LEGAL EFFECT. This Agreement shall not become binding and effective until approved
by the Village. The Effective Date is the date this Agreement is executed by the Village.
SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party
will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced
against it which arises out of or relates, in any manner, to the performance of this Agreement. Each party
agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit
in which either party is named, and shall do nothing to impair or invalidate any applicable insurance
coverage.
SECTION 27: SURVIVABILITY. Any provision of this Agreement which is of a continuing nature or
imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or
earlier termination.
SECTION 28: COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon the parties as of the
effective date at such time as all the signatories hereto have signed a counterpart of this Agreement.
SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number
2011-009, the CONSULTANT acknowledges that this Agreement may be subject to investigation and/or
audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County
ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance.
SECTION 30: AGREEMENT DOCUMENTS AND CONTROLLING PROVISIONS. This Agreement
consists of this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal. The
parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the
extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the
following Order: this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal.
Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid
conflicts between provisions of the various documents.
SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications,
calculations, supporting documents, or other work products prepared by Consultant pursuant to this
Agreement shall become the property of the Village upon delivery. The Consultant may keep copies or
samples thereof and shall have the right to use the same. The Village accepts sole responsibility for the
reuse of any such documents in a manner other than as initially intended or for any use of incomplete
documents.
SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Agreement, on
behalf of the Consultant, the undersigned hereby represents to the Village that he or she has the authority
and full legal power to execute this Agreement and any and all documents necessary to effectuate and
implement the terms of this Agreement on behalf of the Consultant for whom he or she is signing and to
bind and obligate such party with respect to all provisions contained in this Agreement.
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SECTION 33: PUBLIC RECORDS. The Consultant shall comply with Florida’s Public Records Act,
Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under
section 119.011(2), Florida Statutes, specifically agrees to:
a) Keep and maintain public records required by the Village to perform the service.
b) Upon request from the Village’s custodian of public records or designee, provide the Village with
a copy of 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.
c) 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 this Agreement
and following completion of this Agreement if the Consultant does not transfer the records to the Village.
d) Upon completion of this Agreement, transfer, at no cost, to the Village all public records in
possession of the Consultant or keep and maintain public records required by the Village to perform the
service. If the Consultant transfers all public records to the Village upon completion of the Agreement, the
Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Consultant keeps and maintains public records upon
completion of the Agreement, the 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 or designee, in a format that is compatible with the information technology
systems of the Village.
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 AGREEMENT, PLEASE CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT:
561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S.
HIGHWAY ONE, NORTH PALM BEACH, FL 33408.
SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this
Agreement.
SECTION 35: E-VERIFY. The Consultant warrants and represents that Consultant and all sub-consultants
are in compliance with Section 448.095, Florida Statutes, as may be amended. The 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 sub-consultant
stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If
the Village has a good faith belief that the Consultant has knowingly violated Section 448.09(1), Florida
Statutes, the Village shall terminate this Agreement pursuant to Section 448.095(2), Florida Statutes, as
may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section
448.09(1), Florida Statutes, but the Consultant has otherwise complied, it shall notify the Consultant, and
the Consultant shall immediately terminate its agreement with the sub-consultant.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Professional Services
Agreement (Consulting Services for planning and zoning review services) as of the day and year set forth
above.
VILLAGE OF NORTH PALM BEACH:
By: __________________________________
Charles D. Huff, Village Manager
CONSULTANT:
JMORTON PLANNING & LANDSCAPE
ARCHITECTURE, INC.
By: __________________________________
Print Name: Jennifer L. Morton
Title: President
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EXHIBIT “A”
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PROFESSIONAL SERVICES AGREEMENT
Planning Services)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered on 24th day of August,
2023, by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and
Marlin Engineering, Inc., a Florida corporation (“Consultant”).
RECITALS
WHEREAS, the Village issued a Request for Proposals for General Planning Services (“RFP”), and
Consultant submitted a Proposal in response to the RFP; and
WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide
General Planning Services to the Village in accordance with its Proposal and pursuant to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows:
SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this
Agreement as true and correct statements.
SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. The Consultant shall provide
General Planning Services to the Village on an as needed, non-exclusive basis as directed by the
Community Development Director and as described in the RFP for General Planning Services. Both the
RFP and Consultant’s Proposal are hereby incorporated herein by reference. The Village shall compensate
Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and
incorporated herein by reference. In accordance with a request for services on special projects from the
Community Development Director, Consultant will prepare a work order authorization including a specific
scope of work and fee for services which shall be submitted to and approved by the Community
Development Director prior to any work being conducted. Direct costs may be reimbursed by the Village
if approved in advance by the Community Development Director, and invoiced without markup.
SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or
employee is created by this Agreement, it being understood that Consultant will act hereunder as an
independent contractor and none of Consultant’s, officers, directors, employees, independent contractors,
representatives, or agents performing services for Consultant pursuant to this Agreement shall have any claim
under this Agreement or otherwise against the Village for compensation of any kind under this Agreement. The
relationship between the Village and Consultant is that of independent contractors, and neither shall be
considered a joint venturer, partner, employee, agent, representative or other relationship of the other for any
purpose expressly or by implication.
SECTION 4: TERM, TIME, AND TERMINATION.
a. Term. The term of this Agreement shall commence upon the approval of this Agreement
by the Village and shall continue for a five (5) year term or until either party terminates this Agreement as
set forth herein. This Agreement may be extended for two (2) additional one-year terms upon mutual
consent of Consultant and the Village Manager and approval by the Village Council.
b. Time for Completion. Time is of the essence in the performance of this Agreement.
Upon direction from the Community Development Director, Consultant shall at all times carry out its duties
and responsibilities as expeditiously as possible.
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c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due
to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies,
sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. The
Consultant or Village may suspend its performance under this Agreement as a result of a force majeure
without being in default of this Agreement, but upon the removal of such force majeure, the Consultant or
Village shall resume its performance as soon as is reasonably possible. Upon the Consultant’s request, the
Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s
failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other
affected provision of this Agreement may be revised accordingly, subject to the Village’s rights to change,
terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring
more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the
case of continuing cause of delay, only one (1) notice of delay or claim is necessary.
d. Termination. Either party may terminate this Agreement at any time with or without cause
by giving not less than ten (10) days’ written notice of termination.
e. Early Termination. If this Agreement is terminated before the completion of all services by
the Consultant, the Consultant shall:
1. Stop services on the date and to the extent specified including without limitation services
of any subconsultants; and
2. Transfer all work in progress, completed work, and other materials related to the terminated
services to the Village in the format acceptable to Village.
f. Effect of Termination. Termination of this Agreement shall not affect any rights,
obligations, and liabilities of the parties arising out of transactions which occurred prior to termination.
Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal
corporation and political subdivision of the state of Florida, and as such, this Agreement is subject to
budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any
fiscal year of the Village. Notwithstanding anything in this Agreement to the contrary, in the event that no
funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs
associated with the Village’s obligations under this Agreement, or in the event the funds budgeted or
appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the
Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such
occurrence and either the Village or Consultant may terminate this Agreement by notifying the other in
writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving
of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense
to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed
under this Agreement through the date of termination.
SECTION 5: COMPENSATION.
a. Payments. The Village agrees to compensate the Consultant in accordance with the rate
schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during
any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse
the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services
to the Village under this Agreement which exceed the amount set forth above, unless prior written approval
has been obtained by the Consultant.
b. Invoices. Consultant shall render monthly invoices to the Village for services that have
been rendered in conformity with this Agreement in the previous month. The invoices shall specify the
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services performed and the time spent on the same. All reimbursable expenses shall also be clearly
identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30)
days following the Village’s receipt of the Consultant’s invoice.
SECTION 6: INDEMNIFICATION.
a. The Consultant, its officers, employees and agents shall indemnify and hold harmless the
Village, including its officers and employees from liabilities, damages, losses, and costs, including but not
limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the
negligence, recklessness or intentionally wrongful conduct of the Consultant and other persons employed
or utilized by the Consultant in the performance of the services under this Agreement. The Village agrees
to be responsible for its own negligence.
b. Nothing contained in this Agreement shall create a contractual relationship with or a cause
of action in favor of a third party against either the Village or the Consultant, nor shall this Agreement be
construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28,
Florida Statutes.
SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its
responsibilities under this Agreement in conformance with all laws, regulations and administrative
instructions that relate to the parties’ performance of this Agreement.
SECTION 8: PERSONNEL. The Consultant represents that it has, or will secure at its own expense, all
necessary personnel required to perform the services under this Agreement. 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 Consultant or under its supervision, and all personnel engaged in performing the services
shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services.
SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or
to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order
to make a determination as to the capability of the sub-consultant to perform properly under this Agreement.
All sub-consultants providing professional services to the Consultant under this Agreement will also be
required to provide their own insurance coverage identical to those contained in this Agreement. In the event
that a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Agreement,
the Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s
insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. The Consultant
shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs
shall be a direct pass-through cost to the Village.
SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales
and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number.
SECTION 11: INSURANCE.
a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage
as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance
carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less
than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance
policies may not be modified or terminated without the express written authorization of the Village.
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Type of Coverage Amount of Coverage
Professional liability/ $1,000,000 per occurrence
Errors and Omissions
Commercial general liability $1, 000,000 per occurrence
Products/completed operations
Contractual, insurance broad form property,
Independent Consultant, personal injury) $2,000,000 annual aggregate
Automobile (owned, non-owned, & hired) $500,000 per occurrence
Worker’s Compensation $ statutory limits
b. The commercial general liability and automobile policies will name the Village as an
additional insured and proof of all insurance coverage shall be furnished to the Village by way of an
endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly
indicate that the Consultant has obtained insurance of the type, amount, and classification as required for
strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve
Consultant of its liability and obligations under this Agreement.
c. 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.
SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and
its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to
the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants
of this Agreement. Except as agreed in writing by all parties, this Agreement is not assignable.
SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Agreement shall be governed by
the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement 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.
SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE
RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL
BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT.
SECTION 15: ACCESS AND AUDITS. The Consultant shall maintain adequate records to justify all
payments made by the Village under this Agreement for at least three (3) years after completion of this
Agreement and longer if required by applicable federal or state law. 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 the 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.
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SECTION 16: NONDISCRIMINATION. The Consultant 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.
SECTION 17: AUTHORITY TO PRACTICE. The Consultant hereby represents and warrants that it has
and will continue to maintain all licenses and approvals required to conduct its business and provide the
services required under this Agreement, and that it will at all times conduct its business and provide the
services under this Agreement in a reputable manner. Proof of such licenses and approvals shall be
submitted to the Village upon request.
SECTION 18: SEVERABILITY. If any term or provision of this Agreement, or the application thereof
to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Agreement, 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
Agreement shall be deemed valid and enforceable to the extent permitted by law.
SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135,
Florida Statutes, the Consultant certifies that it and any authorized sub-consultants are not participating in
a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the
Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that
the Village shall have the right to immediately terminate this Agreement if the Consultant, its authorized
sub-consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged
in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida.
SECTION 20: NOTICE. All notices required in this Agreement shall be sent by hand-delivery, certified
mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to:
Village of North Palm Beach
Attn: Village Manager
501 US Highway 1
North Palm Beach, FL 33408
and if sent to the Consultant, shall be sent to:
Marlin Engineering, Inc.
Attn: Walter Keller, PE, AICP
10415 Riverside Drive, Suite 101
Palm Beach Gardens, FL 33410
The foregoing names and addresses may be changed if such change is provided in writing to the other
party. Notice shall be deemed given upon receipt.
SECTION 21: ENTIRETY OF AGREEMENT. The Village and the Consultant agree that this Agreement
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 Agreement may
be added to, modified, superseded, or otherwise altered, except by written instrument executed by the
parties hereto.
SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Agreement
shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter.
SECTION 23: PREPARATION AND NON-EXCLUSIVE. This Agreement shall not be construed more
strongly against either party regardless of who was more responsible for its preparation. This is a non-
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exclusive Agreement and the Village reserves the right to contract with individuals or firms to provide the
same or similar services.
SECTION 24: MATERIALITY. All provisions of the Agreement shall be deemed material. In the event
Consultant fails to comply with any of the provisions contained in this Agreement or exhibits, amendments
and addenda attached hereto, said failure shall be deemed a material breach of this Agreement and Village
may at its option provide notice to the Consultant to terminate for cause.
SECTION 25: LEGAL EFFECT. This Agreement shall not become binding and effective until approved
by the Village. The Effective Date is the date this Agreement is executed by the Village.
SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party
will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced
against it which arises out of or relates, in any manner, to the performance of this Agreement. Each party
agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit
in which either party is named, and shall do nothing to impair or invalidate any applicable insurance
coverage.
SECTION 27: SURVIVABILITY. Any provision of this Agreement which is of a continuing nature or
imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or
earlier termination.
SECTION 28: COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon the parties as of the
effective date at such time as all the signatories hereto have signed a counterpart of this Agreement.
SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number
2011-009, the CONSULTANT acknowledges that this Agreement may be subject to investigation and/or
audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County
ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance.
SECTION 30: AGREEMENT DOCUMENTS AND CONTROLLING PROVISIONS. This Agreement
consists of this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal. The
parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the
extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the
following Order: this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal.
Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid
conflicts between provisions of the various documents.
SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications,
calculations, supporting documents, or other work products prepared by Consultant pursuant to this
Agreement shall become the property of the Village upon delivery. The Consultant may keep copies or
samples thereof and shall have the right to use the same. The Village accepts sole responsibility for the
reuse of any such documents in a manner other than as initially intended or for any use of incomplete
documents.
SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Agreement, on
behalf of the Consultant, the undersigned hereby represents to the Village that he or she has the authority
and full legal power to execute this Agreement and any and all documents necessary to effectuate and
implement the terms of this Agreement on behalf of the Consultant for whom he or she is signing and to
bind and obligate such party with respect to all provisions contained in this Agreement.
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SECTION 33: PUBLIC RECORDS. The Consultant shall comply with Florida’s Public Records Act,
Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under
section 119.011(2), Florida Statutes, specifically agrees to:
a) Keep and maintain public records required by the Village to perform the service.
b) Upon request from the Village’s custodian of public records or designee, provide the Village with
a copy of 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.
c) 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 this Agreement
and following completion of this Agreement if the Consultant does not transfer the records to the Village.
d) Upon completion of this Agreement, transfer, at no cost, to the Village all public records in
possession of the Consultant or keep and maintain public records required by the Village to perform the
service. If the Consultant transfers all public records to the Village upon completion of the Agreement, the
Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Consultant keeps and maintains public records upon
completion of the Agreement, the 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 or designee, in a format that is compatible with the information technology
systems of the Village.
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 AGREEMENT, PLEASE CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT:
561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S.
HIGHWAY ONE, NORTH PALM BEACH, FL 33408.
SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this
Agreement.
SECTION 35: E-VERIFY. The Consultant warrants and represents that Consultant and all sub-consultants
are in compliance with Section 448.095, Florida Statutes, as may be amended. The 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 sub-consultant
stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If
the Village has a good faith belief that the Consultant has knowingly violated Section 448.09(1), Florida
Statutes, the Village shall terminate this Agreement pursuant to Section 448.095(2), Florida Statutes, as
may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section
448.09(1), Florida Statutes, but the Consultant has otherwise complied, it shall notify the Consultant, and
the Consultant shall immediately terminate its agreement with the sub-consultant.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Professional Services
Agreement (Consulting Services for planning and zoning review services) as of the day and year set forth
above.
VILLAGE OF NORTH PALM BEACH:
By: __________________________________
Charles D. Huff, Village Manager
CONSULTANT:
MARLIN ENGINEERING, INC.
By: __________________________________
Print Name: Jeffrey Weidner
Title: Vice President
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EXHIBIT “A”
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PROFESSIONAL SERVICES AGREEMENT
Planning Services)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered on 24th day of August, 2023,
by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and WGI,
Inc., a Florida corporation (“Consultant”).
RECITALS
WHEREAS, the Village issued a Request for Proposals for General Planning Services (“RFP”), and
Consultant submitted a Proposal in response to the RFP; and
WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide
General Planning Services to the Village in accordance with its Proposal and pursuant to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows:
SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this
Agreement as true and correct statements.
SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. The Consultant shall provide
General Planning Services to the Village on an as needed, non-exclusive basis as directed by the
Community Development Director and as described in the RFP for General Planning Services. Both the
RFP and Consultant’s Proposal are hereby incorporated herein by reference. The Village shall compensate
Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and
incorporated herein by reference. In accordance with a request for services on special projects from the
Community Development Director, Consultant will prepare a work order authorization including a specific
scope of work and fee for services which shall be submitted to and approved by the Community
Development Director prior to any work being conducted. Direct costs may be reimbursed by the Village
if approved in advance by the Community Development Director, and invoiced without markup.
SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or
employee is created by this Agreement, it being understood that Consultant will act hereunder as an
independent contractor and none of Consultant’s, officers, directors, employees, independent contractors,
representatives, or agents performing services for Consultant pursuant to this Agreement shall have any claim
under this Agreement or otherwise against the Village for compensation of any kind under this Agreement. The
relationship between the Village and Consultant is that of independent contractors, and neither shall be
considered a joint venturer, partner, employee, agent, representative or other relationship of the other for any
purpose expressly or by implication.
SECTION 4: TERM, TIME, AND TERMINATION.
a. Term. The term of this Agreement shall commence upon the approval of this Agreement
by the Village and shall continue for a five (5) year term or until either party terminates this Agreement as
set forth herein. This Agreement may be extended for two (2) additional one-year terms upon mutual
consent of Consultant and the Village Manager and approval by the Village Council.
b. Time for Completion. Time is of the essence in the performance of this Agreement.
Upon direction from the Community Development Director, Consultant shall at all times carry out its duties
and responsibilities as expeditiously as possible.
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c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due
to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies,
sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. The
Consultant or Village may suspend its performance under this Agreement as a result of a force majeure
without being in default of this Agreement, but upon the removal of such force majeure, the Consultant or
Village shall resume its performance as soon as is reasonably possible. Upon the Consultant’s request, the
Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s
failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other
affected provision of this Agreement may be revised accordingly, subject to the Village’s rights to change,
terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring
more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the
case of continuing cause of delay, only one (1) notice of delay or claim is necessary.
d. Termination. Either party may terminate this Agreement at any time with or without cause
by giving not less than ten (10) days’ written notice of termination.
e. Early Termination. If this Agreement is terminated before the completion of all services by
the Consultant, the Consultant shall:
1. Stop services on the date and to the extent specified including without limitation services
of any subconsultants; and
2. Transfer all work in progress, completed work, and other materials related to the terminated
services to the Village in the format acceptable to Village.
f. Effect of Termination. Termination of this Agreement shall not affect any rights,
obligations, and liabilities of the parties arising out of transactions which occurred prior to termination.
Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal
corporation and political subdivision of the state of Florida, and as such, this Agreement is subject to
budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any
fiscal year of the Village. Notwithstanding anything in this Agreement to the contrary, in the event that no
funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs
associated with the Village’s obligations under this Agreement, or in the event the funds budgeted or
appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the
Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such
occurrence and either the Village or Consultant may terminate this Agreement by notifying the other in
writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving
of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense
to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed
under this Agreement through the date of termination.
SECTION 5: COMPENSATION.
a. Payments. The Village agrees to compensate the Consultant in accordance with the rate
schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during
any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse
the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services
to the Village under this Agreement which exceed the amount set forth above, unless prior written approval
has been obtained by the Consultant.
b. Invoices. Consultant shall render monthly invoices to the Village for services that have
been rendered in conformity with this Agreement in the previous month. The invoices shall specify the
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services performed and the time spent on the same. All reimbursable expenses shall also be clearly
identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30)
days following the Village’s receipt of the Consultant’s invoice.
SECTION 6: INDEMNIFICATION.
a. The Consultant, its officers, employees and agents shall indemnify and hold harmless the
Village, including its officers and employees from liabilities, damages, losses, and costs, including but not
limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the
negligence, recklessness or intentionally wrongful conduct of the Consultant and other persons employed
or utilized by the Consultant in the performance of the services under this Agreement. The Village agrees
to be responsible for its own negligence.
b. Nothing contained in this Agreement shall create a contractual relationship with or a cause
of action in favor of a third party against either the Village or the Consultant, nor shall this Agreement be
construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28,
Florida Statutes.
SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its
responsibilities under this Agreement in conformance with all laws, regulations and administrative
instructions that relate to the parties’ performance of this Agreement.
SECTION 8: PERSONNEL. The Consultant represents that it has, or will secure at its own expense, all
necessary personnel required to perform the services under this Agreement. 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 Consultant or under its supervision, and all personnel engaged in performing the services
shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services.
SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or
to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order
to make a determination as to the capability of the sub-consultant to perform properly under this Agreement.
All sub-consultants providing professional services to the Consultant under this Agreement will also be
required to provide their own insurance coverage identical to those contained in this Agreement. In the event
that a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Agreement,
the Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s
insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. The Consultant
shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs
shall be a direct pass-through cost to the Village.
SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales
and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number.
SECTION 11: INSURANCE.
a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage
as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance
carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less
than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance
policies may not be modified or terminated without the express written authorization of the Village.
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Type of Coverage Amount of Coverage
Professional liability/ $1,000,000 per occurrence
Errors and Omissions
Commercial general liability $1, 000,000 per occurrence
Products/completed operations
Contractual, insurance broad form property,
Independent Consultant, personal injury) $2,000,000 annual aggregate
Automobile (owned, non-owned, & hired) $500,000 per occurrence
Worker’s Compensation $ statutory limits
b. The commercial general liability and automobile policies will name the Village as an
additional insured and proof of all insurance coverage shall be furnished to the Village by way of an
endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly
indicate that the Consultant has obtained insurance of the type, amount, and classification as required for
strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve
Consultant of its liability and obligations under this Agreement.
c. 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.
SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and
its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to
the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants
of this Agreement. Except as agreed in writing by all parties, this Agreement is not assignable.
SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Agreement shall be governed by
the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement 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.
SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE
RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL
BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT.
SECTION 15: ACCESS AND AUDITS. The Consultant shall maintain adequate records to justify all
payments made by the Village under this Agreement for at least three (3) years after completion of this
Agreement and longer if required by applicable federal or state law. 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 the 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.
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SECTION 16: NONDISCRIMINATION. The Consultant 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.
SECTION 17: AUTHORITY TO PRACTICE. The Consultant hereby represents and warrants that it has
and will continue to maintain all licenses and approvals required to conduct its business and provide the
services required under this Agreement, and that it will at all times conduct its business and provide the
services under this Agreement in a reputable manner. Proof of such licenses and approvals shall be
submitted to the Village upon request.
SECTION 18: SEVERABILITY. If any term or provision of this Agreement, or the application thereof
to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Agreement, 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
Agreement shall be deemed valid and enforceable to the extent permitted by law.
SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135,
Florida Statutes, the Consultant certifies that it and any authorized sub-consultants are not participating in
a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the
Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that
the Village shall have the right to immediately terminate this Agreement if the Consultant, its authorized
sub-consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged
in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida.
SECTION 20: NOTICE. All notices required in this Agreement shall be sent by hand-delivery, certified
mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to:
Village of North Palm Beach
Attn: Village Manager
501 US Highway 1
North Palm Beach, FL 33408
and if sent to the Consultant, shall be sent to:
WGI, Inc.
Attn: Angela Biagi, Contract Manager
2035 Vista Parkway
West Palm Beach, FL 33411
The foregoing names and addresses may be changed if such change is provided in writing to the other
party. Notice shall be deemed given upon receipt.
SECTION 21: ENTIRETY OF AGREEMENT. The Village and the Consultant agree that this Agreement
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 Agreement may
be added to, modified, superseded, or otherwise altered, except by written instrument executed by the
parties hereto.
SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Agreement
shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter.
SECTION 23: PREPARATION AND NON-EXCLUSIVE. This Agreement shall not be construed more
strongly against either party regardless of who was more responsible for its preparation. This is a non-
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exclusive Agreement and the Village reserves the right to contract with individuals or firms to provide the
same or similar services.
SECTION 24: MATERIALITY. All provisions of the Agreement shall be deemed material. In the event
Consultant fails to comply with any of the provisions contained in this Agreement or exhibits, amendments
and addenda attached hereto, said failure shall be deemed a material breach of this Agreement and Village
may at its option provide notice to the Consultant to terminate for cause.
SECTION 25: LEGAL EFFECT. This Agreement shall not become binding and effective until approved
by the Village. The Effective Date is the date this Agreement is executed by the Village.
SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party
will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced
against it which arises out of or relates, in any manner, to the performance of this Agreement. Each party
agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit
in which either party is named, and shall do nothing to impair or invalidate any applicable insurance
coverage.
SECTION 27: SURVIVABILITY. Any provision of this Agreement which is of a continuing nature or
imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or
earlier termination.
SECTION 28: COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon the parties as of the
effective date at such time as all the signatories hereto have signed a counterpart of this Agreement.
SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number
2011-009, the CONSULTANT acknowledges that this Agreement may be subject to investigation and/or
audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County
ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance.
SECTION 30: AGREEMENT DOCUMENTS AND CONTROLLING PROVISIONS. This Agreement
consists of this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal. The
parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the
extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the
following Order: this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal.
Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid
conflicts between provisions of the various documents.
SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications,
calculations, supporting documents, or other work products prepared by Consultant pursuant to this
Agreement shall become the property of the Village upon delivery. The Consultant may keep copies or
samples thereof and shall have the right to use the same. The Village accepts sole responsibility for the
reuse of any such documents in a manner other than as initially intended or for any use of incomplete
documents.
SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Agreement, on
behalf of the Consultant, the undersigned hereby represents to the Village that he or she has the authority
and full legal power to execute this Agreement and any and all documents necessary to effectuate and
implement the terms of this Agreement on behalf of the Consultant for whom he or she is signing and to
bind and obligate such party with respect to all provisions contained in this Agreement.
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SECTION 33: PUBLIC RECORDS. The Consultant shall comply with Florida’s Public Records Act,
Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under
section 119.011(2), Florida Statutes, specifically agrees to:
a) Keep and maintain public records required by the Village to perform the service.
b) Upon request from the Village’s custodian of public records or designee, provide the Village with
a copy of 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.
c) 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 this Agreement
and following completion of this Agreement if the Consultant does not transfer the records to the Village.
d) Upon completion of this Agreement, transfer, at no cost, to the Village all public records in
possession of the Consultant or keep and maintain public records required by the Village to perform the
service. If the Consultant transfers all public records to the Village upon completion of the Agreement, the
Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Consultant keeps and maintains public records upon
completion of the Agreement, the 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 or designee, in a format that is compatible with the information technology
systems of the Village.
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 AGREEMENT, PLEASE CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT:
561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S.
HIGHWAY ONE, NORTH PALM BEACH, FL 33408.
SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this
Agreement.
SECTION 35: E-VERIFY. The Consultant warrants and represents that Consultant and all sub-consultants
are in compliance with Section 448.095, Florida Statutes, as may be amended. The 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 sub-consultant
stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If
the Village has a good faith belief that the Consultant has knowingly violated Section 448.09(1), Florida
Statutes, the Village shall terminate this Agreement pursuant to Section 448.095(2), Florida Statutes, as
may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section
448.09(1), Florida Statutes, but the Consultant has otherwise complied, it shall notify the Consultant, and
the Consultant shall immediately terminate its agreement with the sub-consultant.
IN WITNESS WHEREOF, the parties hereto have made and executed this Professional Services
Agreement (Consulting Services for planning and zoning review services) as of the day and year set forth
above.
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VILLAGE OF NORTH PALM BEACH:
By: __________________________________
Charles D. Huff, Village Manager
CONSULTANT:
WGI, INC.
By: __________________________________
Print Name: Angela Biagi
Title: Contract Manager
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EXHIBIT “A”
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PROFESSIONAL SERVICES AGREEMENT
Planning Services)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered on 24th day of August,
2023, by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and
Chen Moore & Associates, Inc., a Florida corporation (“Consultant”).
RECITALS
WHEREAS, the Village issued a Request for Proposals for General Planning Services (“RFP”), and
Consultant submitted a Proposal in response to the RFP; and
WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide
General Planning Services to the Village in accordance with its Proposal and pursuant to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows:
SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this
Agreement as true and correct statements.
SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. The Consultant shall provide
General Planning Services to the Village on an as needed, non-exclusive basis as directed by the
Community Development Director and as described in the RFP for General Planning Services. Both the
RFP and Consultant’s Proposal are hereby incorporated herein by reference. The Village shall compensate
Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and
incorporated herein by reference. In accordance with a request for services on special projects from the
Community Development Director, Consultant will prepare a work order authorization including a specific
scope of work and fee for services which shall be submitted to and approved by the Community
Development Director prior to any work being conducted. Direct costs may be reimbursed by the Village
if approved in advance by the Community Development Director, and invoiced without markup.
SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or
employee is created by this Agreement, it being understood that Consultant will act hereunder as an
independent contractor and none of Consultant’s, officers, directors, employees, independent contractors,
representatives, or agents performing services for Consultant pursuant to this Agreement shall have any claim
under this Agreement or otherwise against the Village for compensation of any kind under this Agreement. The
relationship between the Village and Consultant is that of independent contractors, and neither shall be
considered a joint venturer, partner, employee, agent, representative or other relationship of the other for any
purpose expressly or by implication.
SECTION 4: TERM, TIME, AND TERMINATION.
a. Term. The term of this Agreement shall commence upon the approval of this Agreement
by the Village and shall continue for a five (5) year term or until either party terminates this Agreement as
set forth herein. This Agreement may be extended for two (2) additional one-year terms upon mutual
consent of Consultant and the Village Manager and approval by the Village Council.
b. Time for Completion. Time is of the essence in the performance of this Agreement.
Upon direction from the Community Development Director, Consultant shall at all times carry out its duties
and responsibilities as expeditiously as possible.
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c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due
to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies,
sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. The
Consultant or Village may suspend its performance under this Agreement as a result of a force majeure
without being in default of this Agreement, but upon the removal of such force majeure, the Consultant or
Village shall resume its performance as soon as is reasonably possible. Upon the Consultant’s request, the
Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s
failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other
affected provision of this Agreement may be revised accordingly, subject to the Village’s rights to change,
terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring
more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the
case of continuing cause of delay, only one (1) notice of delay or claim is necessary.
d. Termination. Either party may terminate this Agreement at any time with or without cause
by giving not less than ten (10) days’ written notice of termination.
e. Early Termination. If this Agreement is terminated before the completion of all services by
the Consultant, the Consultant shall:
1. Stop services on the date and to the extent specified including without limitation services
of any subconsultants; and
2. Transfer all work in progress, completed work, and other materials related to the terminated
services to the Village in the format acceptable to Village.
f. Effect of Termination. Termination of this Agreement shall not affect any rights,
obligations, and liabilities of the parties arising out of transactions which occurred prior to termination.
Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal
corporation and political subdivision of the state of Florida, and as such, this Agreement is subject to
budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any
fiscal year of the Village. Notwithstanding anything in this Agreement to the contrary, in the event that no
funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs
associated with the Village’s obligations under this Agreement, or in the event the funds budgeted or
appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the
Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such
occurrence and either the Village or Consultant may terminate this Agreement by notifying the other in
writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving
of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense
to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed
under this Agreement through the date of termination.
SECTION 5: COMPENSATION.
a. Payments. The Village agrees to compensate the Consultant in accordance with the rate
schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during
any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse
the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services
to the Village under this Agreement which exceed the amount set forth above, unless prior written approval
has been obtained by the Consultant.
b. Invoices. Consultant shall render monthly invoices to the Village for services that have
been rendered in conformity with this Agreement in the previous month. The invoices shall specify the
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services performed and the time spent on the same. All reimbursable expenses shall also be clearly
identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30)
days following the Village’s receipt of the Consultant’s invoice.
SECTION 6: INDEMNIFICATION.
a. The Consultant, its officers, employees and agents shall indemnify and hold harmless the
Village, including its officers and employees from liabilities, damages, losses, and costs, including but not
limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the
negligence, recklessness or intentionally wrongful conduct of the Consultant and other persons employed
or utilized by the Consultant in the performance of the services under this Agreement. The Village agrees
to be responsible for its own negligence.
b. Nothing contained in this Agreement shall create a contractual relationship with or a cause
of action in favor of a third party against either the Village or the Consultant, nor shall this Agreement be
construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28,
Florida Statutes.
SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its
responsibilities under this Agreement in conformance with all laws, regulations and administrative
instructions that relate to the parties’ performance of this Agreement.
SECTION 8: PERSONNEL. The Consultant represents that it has, or will secure at its own expense, all
necessary personnel required to perform the services under this Agreement. 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 Consultant or under its supervision, and all personnel engaged in performing the services
shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services.
SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or
to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order
to make a determination as to the capability of the sub-consultant to perform properly under this Agreement.
All sub-consultants providing professional services to the Consultant under this Agreement will also be
required to provide their own insurance coverage identical to those contained in this Agreement. In the event
that a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Agreement,
the Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s
insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. The Consultant
shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs
shall be a direct pass-through cost to the Village.
SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales
and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number.
SECTION 11: INSURANCE.
a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage
as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance
carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less
than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance
policies may not be modified or terminated without the express written authorization of the Village.
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Type of Coverage Amount of Coverage
Professional liability/ $1,000,000 per occurrence
Errors and Omissions
Commercial general liability $1, 000,000 per occurrence
Products/completed operations
Contractual, insurance broad form property,
Independent Consultant, personal injury) $2,000,000 annual aggregate
Automobile (owned, non-owned, & hired) $500,000 per occurrence
Worker’s Compensation $ statutory limits
b. The commercial general liability and automobile policies will name the Village as an
additional insured and proof of all insurance coverage shall be furnished to the Village by way of an
endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly
indicate that the Consultant has obtained insurance of the type, amount, and classification as required for
strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve
Consultant of its liability and obligations under this Agreement.
c. 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.
SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and
its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to
the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants
of this Agreement. Except as agreed in writing by all parties, this Agreement is not assignable.
SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Agreement shall be governed by
the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement 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.
SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE
RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL
BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT.
SECTION 15: ACCESS AND AUDITS. The Consultant shall maintain adequate records to justify all
payments made by the Village under this Agreement for at least three (3) years after completion of this
Agreement and longer if required by applicable federal or state law. 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 the 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.
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SECTION 16: NONDISCRIMINATION. The Consultant 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.
SECTION 17: AUTHORITY TO PRACTICE. The Consultant hereby represents and warrants that it has
and will continue to maintain all licenses and approvals required to conduct its business and provide the
services required under this Agreement, and that it will at all times conduct its business and provide the
services under this Agreement in a reputable manner. Proof of such licenses and approvals shall be
submitted to the Village upon request.
SECTION 18: SEVERABILITY. If any term or provision of this Agreement, or the application thereof
to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Agreement, 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
Agreement shall be deemed valid and enforceable to the extent permitted by law.
SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135,
Florida Statutes, the Consultant certifies that it and any authorized sub-consultants are not participating in
a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the
Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that
the Village shall have the right to immediately terminate this Agreement if the Consultant, its authorized
sub-consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged
in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida.
SECTION 20: NOTICE. All notices required in this Agreement shall be sent by hand-delivery, certified
mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to:
Village of North Palm Beach
Attn: Village Manager
501 US Highway 1
North Palm Beach, FL 33408
and if sent to the Consultant, shall be sent to:
Chen Moore & Associates, Inc.
Attn: Nilsa Zacarias, AICP
500 Australian Avenue South, Suite 850
West Palm Beach, FL 33401
The foregoing names and addresses may be changed if such change is provided in writing to the other
party. Notice shall be deemed given upon receipt.
SECTION 21: ENTIRETY OF AGREEMENT. The Village and the Consultant agree that this Agreement
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 Agreement may
be added to, modified, superseded, or otherwise altered, except by written instrument executed by the
parties hereto.
SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Agreement
shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter.
SECTION 23: PREPARATION AND NON-EXCLUSIVE. This Agreement shall not be construed more
strongly against either party regardless of who was more responsible for its preparation. This is a non-
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exclusive Agreement and the Village reserves the right to contract with individuals or firms to provide the
same or similar services.
SECTION 24: MATERIALITY. All provisions of the Agreement shall be deemed material. In the event
Consultant fails to comply with any of the provisions contained in this Agreement or exhibits, amendments
and addenda attached hereto, said failure shall be deemed a material breach of this Agreement and Village
may at its option provide notice to the Consultant to terminate for cause.
SECTION 25: LEGAL EFFECT. This Agreement shall not become binding and effective until approved
by the Village. The Effective Date is the date this Agreement is executed by the Village.
SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party
will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced
against it which arises out of or relates, in any manner, to the performance of this Agreement. Each party
agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit
in which either party is named, and shall do nothing to impair or invalidate any applicable insurance
coverage.
SECTION 27: SURVIVABILITY. Any provision of this Agreement which is of a continuing nature or
imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or
earlier termination.
SECTION 28: COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon the parties as of the
effective date at such time as all the signatories hereto have signed a counterpart of this Agreement.
SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number
2011-009, the CONSULTANT acknowledges that this Agreement may be subject to investigation and/or
audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County
ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance.
SECTION 30: AGREEMENT DOCUMENTS AND CONTROLLING PROVISIONS. This Agreement
consists of this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal. The
parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the
extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the
following Order: this Agreement and Exhibit, the Request for Proposals, and the Consultant’s Proposal.
Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid
conflicts between provisions of the various documents.
SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications,
calculations, supporting documents, or other work products prepared by Consultant pursuant to this
Agreement shall become the property of the Village upon delivery. The Consultant may keep copies or
samples thereof and shall have the right to use the same. The Village accepts sole responsibility for the
reuse of any such documents in a manner other than as initially intended or for any use of incomplete
documents.
SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Agreement, on
behalf of the Consultant, the undersigned hereby represents to the Village that he or she has the authority
and full legal power to execute this Agreement and any and all documents necessary to effectuate and
implement the terms of this Agreement on behalf of the Consultant for whom he or she is signing and to
bind and obligate such party with respect to all provisions contained in this Agreement.
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SECTION 33: PUBLIC RECORDS. The Consultant shall comply with Florida’s Public Records Act,
Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under
section 119.011(2), Florida Statutes, specifically agrees to:
a) Keep and maintain public records required by the Village to perform the service.
b) Upon request from the Village’s custodian of public records or designee, provide the Village with
a copy of 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.
c) 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 this Agreement
and following completion of this Agreement if the Consultant does not transfer the records to the Village.
d) Upon completion of this Agreement, transfer, at no cost, to the Village all public records in
possession of the Consultant or keep and maintain public records required by the Village to perform the
service. If the Consultant transfers all public records to the Village upon completion of the Agreement, the
Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Consultant keeps and maintains public records upon
completion of the Agreement, the 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 or designee, in a format that is compatible with the information technology
systems of the Village.
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 AGREEMENT, PLEASE CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT:
561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S.
HIGHWAY ONE, NORTH PALM BEACH, FL 33408.
SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this
Agreement.
SECTION 35: E-VERIFY. The Consultant warrants and represents that Consultant and all sub-consultants
are in compliance with Section 448.095, Florida Statutes, as may be amended. The 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 sub-consultant
stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If
the Village has a good faith belief that the Consultant has knowingly violated Section 448.09(1), Florida
Statutes, the Village shall terminate this Agreement pursuant to Section 448.095(2), Florida Statutes, as
may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section
448.09(1), Florida Statutes, but the Consultant has otherwise complied, it shall notify the Consultant, and
the Consultant shall immediately terminate its agreement with the sub-consultant.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Professional Services
Agreement (Consulting Services for planning and zoning review services) as of the day and year set forth
above.
VILLAGE OF NORTH PALM BEACH:
By: __________________________________
Charles D. Huff, Village Manager
CONSULTANT:
CHEN MOORE & ASSOCIATES, INC.
By: __________________________________
Print Name: Cristobal Betancourt
Title: Vice President
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EXHIBIT “A”
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Village of North Palm Beach Police and Fire Pension Fund
MINUTES OF MEETING HELD
MAY 13, 2025
1
Chairman Robert Coliskey called the meeting to order at 2:00 PM in the conference room of the
North Palm Beach Village Hall located at 501 US Highway One, North Palm Beach, FL. Those
persons present were:
TRUSTEES PRESENT Robert Coliskey, Chairman
Frank Winewski
Scott Fetterman
Erik Jensen -2:12 pm
Ed Ceizek- 2:45 PM
TRUSTEES ABSENT
OTHERS PRESENT Amanda Kish, Resource Centers
Bonni Jensen, Klausner Kaufman Jensen & Levine
Jorge Friguls and James Reno, Mariner
Michael Kosoff, Mariner (attended Remote)
Steve Stack, Highland Capital
ITEMS FROM THE PUBLIC
There were no public comments.
MINUTES
The Board reviewed the minutes from February 12, 2025.
Scott Fetterman made a motion to approve the February 2025 minutes. The motion received a
second from Frank Wineski and was approved by the Trustees 5 -0.
DISBURSEMENTS
Mrs. Kish reviewed the disbursements which had been presented in the Trustees’ packets.
Scott Fetterman made a motion to approve the disbursements. The motion received a second from
Frank Wineski and was approved by the Trustees 5 -0.
HIGHLAND CAPITAL
Steve Stack of Highland Capital reviewed the Deep Seek announcement and how it affected the
market. He stated that low volatility does not work for long periods of time. Mr. Stack reviewed the
factor movements and the buys and sells within the portfolio. He continued to review the market
environment. The quarterly return was -1.61%. Mr. Stack did not recommend any changes to the
portfolio.
MARINER
Mr. Kosoff introduced himself to the Board. He provided educational information regarding Bitcoin,
explaining what Bitcoin is, how the investment works, and the vehicles available to invest in. He
continued to review his presentation.
The Board held a lengthy discussion regarding Bitcoin and cryptocurrency. The Board requested
additional information to be brought to the next meeting.
Mr. Reno appeared before the Board to present the Investment Report for the quarter ending March
31, 2025. He addressed the market environment. The asset allocation increased to $40,862,672
and he went on to review the quarterly report in detail, explaining that it was a negative return for
the quarter of -2.62%, placing in the 99th percentile. Mr. Reno reviewed the individual market
Village of North Palm Beach Police and Fire Pension Fund
MINUTES OF MEETING HELD
MAY 13, 2025
2
sectors. He reported equities were down -5.00% in line with the policy of 0.84%; total fixed income
was up at 2.62% versus the benchmark of 2.78%; and real estate was up for the quarter at 1.11%
versus the benchmark of 0.99%. Mr. Reno reviewed the return update with the most recent returns
in the portfolio and continued to review the individual managers’ performance.
Mr. Reno reviewed the Investment Policy Statement and the proposed changes.
Erik Jensen made a motion to approve the Investment Policy Statement. The motion received a
second from Frank Wineski and was approved by the Trustees 5 -0.
Attorney Report:
Form 1:
Mrs. Jensen reminded the Board to file Form 1 online.
Mariner Agreement:
Mrs. Jensen reviewed the amendment to the Mariner agreement. The amendment addresses the
managers and ownership of Mariner and potential conflicts. Mrs. Jensen continued to review the
addendum.
Erik Jensen made a motion to adopt the Mariner agreement. The motion received a second from
Frank Wineski and was approved by the Trustees 5 -0.
Summary Plan Description:
Mrs. Jensen reviewed the Summary Plan Description with the Board in detail. The Board held a
brief discussion.
Tabled until the next meeting.
ADMINISTRATOR’S REPORT
Mrs. Kish informed the Board that the website calculator has been updated.
New Business:
The Board discussed allowing retired members to act as reserve officers. Mrs. Jensen explained
that if a retiree wants to return to work, it must comply with the requirements in the pension plan.
She reviewed the tax qualification of the plan and suggested adding this to the ordinance as a
precautionary measure. Mrs. Jensen provided examples of similar situations and recommended
adding previous provisions of the plan. She also requested the circumstances and reserve policy.
Frank Wineski made a motion to issue a request for proposals for administrative services. The
motion received a second from Erik Jensen and was denied by the Trustees, 2-3.
Edward Ciezak made a motion to adjourn the meeting at 4:02 PM. The motion received a second
from Robert Coliskey and was approved by the Trustees 5 -0.
Respectfully submitted,
1
THE VILLAGE OF
NORTH PALM BEACH
Village Manager’s Office
“THE BEST PLACE TO LIVE UNDER THE SUN”
Environmental Committee Meeting
MINUTES
Anchorage Park
Monday, July 7, 2025
6:00pm
1. Call to Order: Karen Marcus called the meeting to order at 6:01pm.
2. Roll Call:
Present: Karen Marcus, Kendra Zellner, Mary Phillips, Juliette
Desfeux, Ellen Allen, Elizabeth Rivera and Brian Bartels
Absent:
Also Present: Julie Morrell Village Staff
3. The Minutes of the June 2, 2025, regular meeting was approved.
4. Public Comments –
a. Ed Crawford 506 Kingfish Rd from the Waterway Advisory Board came to discuss the
joint efforts for an Oyster Festival. He also wanted to mention seeing manatees at
Anchorage Park. Mary, Liz, Kendra, and Brian volunteered to be on the subcommittee.
b. Debra Cross from Pepperwood asked if trees in the swale were permitted to be
planted.
c. Morgan Sheehan, Miss North Palm Beach, wants to spread awareness about where
food comes from and how it impacts people and the environment. Mary will provide
the contact for the principal of the Conservatory school.
5. Community Garden Update- No update from members. They are processing their renewals
now. Chad Girard requested that the committee discuss the possibility of planting Royal
Poinciana in the swale, since he received a request from a resident to plant the Royal
Poinciana. The committee deliberated this option and agreed that the Royal Poinciana should
not be planted in the swale.
6. Tree Preservation at Parks- There is no updated on the plants that Ellen recommended for
Ashley. Julie inquired with Public Works about the sprinklers that are on at 5pm near US1 in
front of the Country Club and rain sensors. She did not hear back but will reach back out. She
2
advised that Public Works recently cleaned out the Litta Traps.
7. Volunteer board request- No update from Ed.
8. Oyster Project- Julie had signs added as a display for the VOGs. Mary advised that 4 VOGs were
cut, likely due people fishing and getting their line caught. Julie has volunteers available to
help restring the VOGs. That date will be on the 22nd of the 25th at Anchorage Park. The
committee will investigate having another VOG building and mangrove event in October. 5
VOGs per household will be distributed at the Aug Fishing event.
9. Lakeside Park erosion proposal- There is no update. This is currently with council.
10. Wind and Heat Vulnerability Assessment- There is no update. This is currently with council.
Julie reached out to Public Works to request the deliverables.
11. Tree preservation permit- This is on the agenda for Thursday’s council meeting. The
committee will review the permit to be prepared for the workshop.
12. Residential landscape code- No update.
13. Lead By Example- The committee conducted a review of the consumables in the Anchorage
Park kitchen to assess their environmental impact. The findings revealed the presence of
plastic utensils, plastic cups, and plastic water bottles, indicating a lack of environmentally
friendly alternatives. There were also no recycling bins in the kitchen. Juliette provided a
facility maintenance and renovation policy for the committee to review. The committee will
review this further and later meet with Chuck.
14. Environmental Letter to Businesses- Kendra provided this letter to the committee. Julie will
investigate who the contact is on the Business Advisory Board and will forward that letter.
15. Speaker Series- We are taking the summer off and looking into the next speaker for
November. Kendra recommended rebranding and previously sent a list of names to the
committee members. The committee voted on The Green Hour at the Clubhouse.
16. Previous newsletter was about VOG giveaway on Aug 2nd at the fishing event. The next newsletter
about the rebranding the speaker series and the next speaker, possibly Tom Tyford in October.
17. Member Comment-
a. Kendra made a motion to retain Karen Marcus as the Chairwoman and requested an
amendment to be made to the code to allow her to stay as Chair.
18. Staff Comment-
a.
19. Next meeting- The next meeting will be on Aug 11, 2025 at 6:00 pm at Anchorage Park.
3
20. Adjournment- the meeting adjourned at 7:36pm.
4
Village of North Palm Beach
Recreation Advisory Board Meeting
AGENDA
July 8, 2025 at 6:00 pm
Village Hall Council Chambers
1) Call to Order: Chair Frogge at 6:07 pm
2) Roll Call: Jason Frogge, Rita Budnyk, Jennifer Gold Dumas, Jonathan Sorensen;
Village Staff: Ashley Shipman and Councilmember Garrison present. Not in
attendance: Emily Bales, Stephen Heiman, and Brigid Misselhorn.
3) Approval of Minutes: Motion to approve minutes from May meeting made by Vice
Chair Budnyk; seconded by Jennifer Gold Dumas. A motion was made to amend the
minutes from June’s meeting by Jonathan Sorensen and seconded by Vice Chair
Budnyk regarding language surrounding irrigation to the bowl at Anchorage Park. A
motion to approve the minutes, with the corrected verbiage, was made by Jonathan
Sorensen and seconded by Vice Chair Budnyk.
4) Public Comments: No public comment.
5) Director’s Report:
SPECIAL PROJECTS:
FPL Undergrounding – Viking working through phase 1 (installing conduits, handholes, and
conductors); phase 2 is expected to begin next week (pole installation – should be done in the
beginning of August
Anchorage Park Trail, Kayak Launch, & Fitness Equipment – no update; still awaiting signed
contract from the state
Irrigation and sod to the ‘Bowl’ – bringing this to Council on Thursday for (hopeful) approval
ADDITIONAL PROJECTS:
Osborne Building Renovations Complete!
Building is open and instructors are already back to teaching their classes
Osborne Park Ballfields
Both baseball fields still closed for routine maintenance for the rest of July
Anchorage Park Tennis Courts
Company delayed due to other projects; should begin sometime this week
Resurface the tennis courts and paint new lines
All new mesh on fencing is getting done as well
3-week project pending weather
Anchorage Park Dog Park
Big dog park side has reopened; third dog park closed as part of the regular rotation
Community Center fields
Multi-purpose grass field still closed for routine maintenance for the rest of July
Lakeside Park Playground
Stephen and Duane are meeting with different playground companies to begin scoping out design
options for next fiscal year's Capital Project (Lakeside Park Playground Repair/Replacement)
Other notes
The old Lot 2 fencing will be removed soon and part of it replaced with split rail fencing to keep
people from driving into the park green space. The rest of the old lot will be the new overflow area
for boat ramp users.
Hiring 2 new Park Rangers (part-time)
o Interviewing additional candidates this week
o Looking to add coverage during the week and in the evenings at the parks
Hiring 2 new Recreation Supervisors (full-time)
o Looking for extensive experience in supervising staff, overseeing/implementing youth sports
and classes/programming, and prefer that they have some experience in event planning
o Interviews scheduled for Thursday of this week
Hiring 1 Recreation Assistant (part-time)
o Position will be based out of the Community Center
SPECIAL EVENTS:
Upcoming: Anchorage Aweigh Fishing Tournament:
August 2nd; currently accepting sponsorships and boat entries
BUS TRIPS:
Mai-Kai Dinner Show in Ft. Lauderdale on July 18th
Cooper City Antique Mall in Cooper City on July 24th – still plenty of spaces left for this trip!
Athletics/Programs:
Camp Update:
Summer Camp Registration Update:
Week 6 – 41 campers
Week 7 – 44 campers
Week 8 – 45 campers
Perseverance has a basketball camp July 28th – July 1st
Flag Football:
Registration to tentatively begin on August 4th
Evaluations tentatively on Wednesday, September 4th and Thursday, September 5th
Parks & Recreation Month (July 2025): #BuildTogetherPlayTogether
Saturday, July 12th: Puppy Pics at Anchorage “Bark” Event
We will have Olivia (Communications Specialist) on site to take pics of our
furry friends from 7:30am-8:30am
Hoping to partner with Woofgang for some treat giveaways – should have
more information in a couple of days
Proclamation scheduled for the July 10th Council meeting; please attend if you are
available!
6) New Business:
Oyster Festival – February, 2026: Environmental Committee, Waterways Board Joint
Effort, Volunteers; discuss possible event activities – Discussion ensued with a
general agreement that there needs to be a better understanding of the vision for this
event while being mindful of whether staff can support an additional event during that
time of the year. Some Board members expressed concerns with the amount of work
that may be asked of the committees and whether that was feasible. Budget for the
proposed event came up in the discussion as well – staff explained that additional
monies have been requested for next fiscal year’s budget, but the budget has not been
approved yet. Board members have requested a complete list of community events the
Parks and Recreation Department put on each year (inclusive of events they assist
other committees with).
Programming for Osborne Park and Community Center – what programs best suit
community needs? Outreach to instructors. Discussed recreational trends, and the cost
analysis staff are working on with an architectural group for community center
renovations vs. rebuilds. Conversation included questions as to how staff plan to
engage the community to ensure we have a comprehensive plan (in addition to the
Needs Assessment that was completed in 2019).
7) Old Business: Re-establishing a NPB Run/Walk Club – update; A survey will go out
to the community to determine a good time for ‘most’ and the group is going to ask La
Bamba about getting involved. Other local food establishments were brought up as
possible options for a start/end location, with the goal that the run/walk club would
consider eating at the establishment post run/walk.
8) Member Comments: No additional comments.
9) Staff Comments: No additional comments.
10) Board Comments/Recommendations to be presented to Council
(Council Regular Meetings: 6:00 pm; 2nd & 4th Thursday of month (except no 2nd
Thursday meeting in Nov., Dec.)
11) Adjournment: Motion to adjourn made by Jonathan Sorensen and seconded by
Vice Chair Budnyk at 7:21pm.
VILLAGE OF NORTH PALM BEACH
VILLAGE CLERK’S OFFICE
VILLAGE ATTORNEY’S OFFICE
TO: Honorable Mayor and Council
THRU: Chuck Huff, Village Manager
FROM: Leonard G. Rubin, Village Attorney
Jessica Green, Village Clerk
DATE: August 28, 2025
SUBJECT: ORDINANCE 2nd Reading – Amending Section 2-1 of the Village Code governing the
appointment and operation of Village boards and committees to modify the procedure for
selection of the Chairperson
At its July 24, 2025, meeting, the Village Council held a workshop on the required rotation of the
chairperson of Village boards and committees. Section 2-1(i)(1) of the Village Code currently prohibits a
chairperson of a Village board or committee from serving successive terms. The Council had previously
granted the Environmental Committee’s request not to rotate the chairperson, and other boards and
committees expressed a desire for the same consideration. At the conclusion of its discussion, the Village
Council directed Staff to amend the Ordinance to express Council’s intent that the chairperson rotate on
an annual basis yet allow boards and committees to elect a chairperson to successive terms by majority
vote. Staff is also recommending an additional revision to clarif y that the appointment of officers should
take place at the first meeting after May 1st of each year (as opposed to a meeting during the month of
May) because not all boards and committees meet monthly.
The attached Ordinance proposes the following revisions to Section 2-1(i)1 of the Village Code of
Ordinances (deleted language stricken through and additional language underlined):
All boards and committees shall, at a the first meeting during the month of after May 1st of
each year, elect a chairperson, a vice-chairperson, and any other officers as the board
deems necessary. The chairperson shall preside at board meetings and shall be the
official spokesperson for the board. The term of the chairperson shall be for one-year, and
any person who has served as chairperson for one term shall not serve as chairperson
during the following year. However, beginning one year after termination of his or her term
as chairperson, he or she may again serve as chairperson. While it is the intent of the
village council that the chairperson rotate on an annual basis, a board or committee may,
by majority vote, appoint a chairperson to serve successive terms.
At its August 14, 2025, meeting, the Village Council approved the Ordinance on first reading by a vote of 4 to
1 (with Councilmember Puyol dissenting).
The attached Ordinance has been prepared and/or reviewed for legal sufficiency by the Village Attorney.
There is no fiscal impact.
Recommendation:
Village Staff requests Council consideration and adoption on second and final reading of the
attached Ordinance amending Section 2-1 of the Village Code of Ordinances governing the
selection of chairperson for Village boards and committees in accordance with Village policies
and procedures.
Page 1 of 6
ORDINANCE NO. _____ 1
2
AN ORDINANCE OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH 3
PALM BEACH, FLORIDA, AMENDING ARTICLE I, “IN GENERAL,” OF 4
CHAPTER 2, “ADMINISTRATION,” OF THE VILLAGE CODE OF 5
ORDINANCES BY AMENDING SECTION 2-1, “BOARDS AND 6
COMMITTEES,” TO MODIFY THE PROCEDURE FOR THE APPOINTMENT OF 7
CHAIRPERSONS; PROVIDING FOR CODIFICATION; PROVIDING FOR 8
SEVERABILITY; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN 9
EFFECTIVE DATE. 10
11
WHEREAS, Section 2-1 of the Village Code of Ordinances governs the appointment and operation 12
of Village boards and committees; and 13
14
WHEREAS, the Village Council wishes to amend Section 2-1 to: (1) revise the language specifying 15
the timing for appointment of officers to coincide with the various board and committee meeting 16
schedules; and (2) clearly indicate the Village Council’s intent that the chairperson rotate on an annual 17
basis yet allow a board or committee to appoint a chairperson to successive terms by majority vote; 18
and 19
20
WHEREAS, the Village Council determines that the adoption of this Ordinance is in the interests of 21
the public health, safety, and welfare. 22
23
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF 24
NORTH PALM BEACH, FLORIDA as follows: 25
26
Section 1. The foregoing recitals are ratified as true and correct and are incorporated herein. 27
28
Section 2. The Village Council hereby amends Article I, “In General,” of Chapter 2, 29
“Administration,” of the Village Code of Ordinances as follows (additional language is underlined 30
and deleted language stricken through): 31
32
Sec. 2-1. Boards and committees. 33
34
(a) Purpose. The purpose of this section is to establish procedures for 35
village boards and committees. Except as specifically provided by law or ordinance, 36
all boards and committees are advisory only and the existence of such advisory boards 37
and committees does not diminish or alter the statutory or constitutional authority of 38
the village council. 39
40
(b) Scope. The provisions of this section shall apply to all village boards 41
and committees and shall govern the conduct of all members of such boards. 42
43
(c) Creation of advisory boards. The village council may, by ordinance, 44
create a board or committee in connection with any function of the village. The 45
ordinance creating such board shall specify the purpose, powers, and duties of the 46
Page 2 of 6
board. Nothing set forth herein shall prevent the village council from creating ad hoc 1
committees of limited duration by resolution. 2
3
(d) Records. Each board and committee shall maintain attendance records 4
and voting records of each member and shall forward such information to the village 5
clerk. The records shall include the reason given by the board or committee member 6
for any absence. 7
8
(e) Compensation of members. Board and committee members shall serve 9
without compensation except as may be provided by ordinance or resolution of the 10
village council. 11
12
(f) General provisions. Members of village boards and committees: 13
14
(1) Shall serve at the pleasure of the village council and may be removed 15
with or without cause by a vote of the village council; 16
17
(2) Shall be a resident of the village and maintain residency in the village 18
during the term of appointment (unless waived by the village council) 19
and meet such other eligibility requirements as may be established by 20
the village council; 21
22
(3) Shall not hold any employment or office in village government or any 23
contractual relationship with the village; 24
25
(4) Shall serve on only one village board or committee where membership 26
on two boards or committees would violate the constitutional dual 27
office-holding prohibition; 28
29
(5) Shall not appear before the board or committee on which they serve or 30
the village council as an agent or attorney on behalf of any person or 31
entity; 32
33
(6) Shall not have or hold any employment or contractual relationship that 34
will create a continuing or frequently recurring conflict between their 35
private interests and the performance of their public duties or that 36
would impede the full and faithful discharge of their public duties; 37
38
(7) Shall not initiate any grievance or complaint against any pe rson 39
appearing before the board or committee on which they serve without 40
the approval of the village manager; and 41
42
(8) Shall attend all meetings in person and shall not participate as a member 43
of any board or committee or vote on any matter by telephone, video 44
conferencing, or any other electronic means. 45
46
(g) Number of members. Unless otherwise provided by law or ordinance, 47
each advisory board or committee shall have seven (7) members. 48
Page 3 of 6
(h) Terms of members. 1
2
(1) The terms of members shall be established in the ordinance creating the 3
board or committee. Notwithstanding the foregoing, the village council 4
may, at the time of appointment, modify the term of any member in 5
order to provide for staggered terms. 6
7
(2) Members whose terms have expired shall continue to serve until their 8
successors are appointed. 9
10
(3) Board and committee members may be reappointed to successive 11
terms. 12
13
(4) Appointments to fill vacancies on any board or committee shall be for 14
the remainder of the unexpired term. 15
16
(i) Officers. 17
18
(1) All boards and committees shall, at a the first meeting during the month 19
of after May 1st of each year, elect a chairperson, a vice-chairperson, 20
and any other officers as the board deems necessary. The chairperson 21
shall preside at board meetings and shall be the official spokesperson 22
for the board. The term of the chairperson shall be for one-year, and 23
any person who has served as chairperson for one term shall not serve 24
as chairperson during the following year. However, beginning one year 25
after termination of his or her term as chairperson, he or she may again 26
serve as chairperson. While it is the intent of the village council that the 27
chairperson rotate on an annual basis, a board or committee may, by 28
majority vote, appoint a chairperson to serve successive terms. 29
30
(2) The vice-chairperson shall assume the duties of the chairperson in the 31
absence of the chairperson. At any meeting where the chairperson and 32
the vice-chairperson are absent, the board or committee shall appoint a 33
chairperson pro tempore to assume the duties of the chairperson. 34
35
(j) Rules. Each board and committee shall adopt rules and regulations 36
regarding the manner of conducting its meetings, which shall be consistent with the 37
rules and regulations prescribed by the village council. Each board and committee 38
shall adhere to the basic rules of parliamentary procedure, which require that: 39
40
(1) All items of business and motions that are properly before the board or 41
committee are fully and freely discussed; 42
43
(2) Only one (1) issue or motion be considered at a time; 44
45
(3) All members direct their remarks to the chairperson and wait to be 46
recognized by the chairperson; 47
48
Page 4 of 6
(4) While majority rules, the rights of the minority are protected by 1
assuring them the ability to speak and vote; and 2
3
(5) All members refrain from making personal remarks or otherwise 4
attacking the motives of other members. 5
6
(k) Meetings. 7
8
(1) All village boards and committees shall schedule a regular meeting at 9
least once per quarter (or four times between May 1st and April 30th), 10
except the audit committee, which shall meet on an on-call basis. 11
Meetings shall be held at the call of the chairperson, at such other times 12
as the board or committee may determine, or as otherwise provided by 13
law or ordinance. Special meetings may be called by the chairperson or 14
by written notice signed by a majority of all members and shall not be 15
held unless at least forty-eight (48) hours’ notice is given to each 16
member and to the village clerk. 17
18
(2) Members shall notify the chairperson if they are unable to attend a 19
meeting. If a quorum will not be present, the scheduled meeting shall 20
be cancelled. 21
22
(3) Minutes shall be kept of the proceedings at each meeting and shall 23
record the official acts taken by the board or committee. Minutes shall 24
be transmitted to, and maintained by, the village clerk. 25
26
(4) All meetings and public hearings of village boards and committees 27
shall be open to the public. All meetings shall be governed by 28
Government-in-the-Sunshine Law, as set forth in F.S. § 286.011. 29
30
(5) Absent exigent circumstances, no board or committee meeting shall 31
begin prior to 5:30 p.m. and all meetings shall be adjourned on or 32
before 11:00 p.m. on the date when the meeting convened. 33
34
(l) Quorum and required vote. 35
36
(1) Unless otherwise provided by law or ordinance, a quorum for the 37
transaction of business shall consist of four (4) members. 38
39
(2) The affirmative vote of a majority of those present shall be necessary 40
to take official action. If any motion fails to achieve the affirmative 41
vote of a majority of those present, then such petition or other matter 42
shall be deemed denied. 43
44
(m) Removal of members. 45
46
(1) Unless waived by the village council, any member who no longer 47
resides within the village during his or her term shall automatically 48
Page 5 of 6
cease to be a member of the board or committee and shall inform the 1
village clerk's office. 2
3
(2) If any member of a board or committee is absent from two (2) regular 4
meetings for boards or committees meeting no more than quarterly or 5
three (3) regular meetings for boards or committees meeting monthly 6
within a twelve-month period (from May 1st to April 30th ), the village 7
clerk shall notify the member in writing that he or she shall be removed 8
from the board or committee. Within ten (10) days of receipt of 9
notification of his or her removal, the member may appeal his or 10
removal to the village manager in writing. The decision of the village 11
manager shall be final. 12
13
(3) The village manager may, at his or her discretion, remove a member 14
for: attacking the motives of other board or committee members, 15
members of village staff or village consultants; making derogatory, 16
abusive, profane, threatening, or vulgar remarks or comments; or for 17
any other conduct that, in the village manager’s sole determination, 18
reflects poorly upon the village. The decision of the village manager 19
shall be final. 20
21
(n) Anti-nepotism clause. No relative of a member of the village council 22
shall be appointed by the council to a village board or committee. For the purposes of 23
this section, a relative means an individual who is related to a councilmember as father, 24
mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, 25
wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, 26
sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, 27
half-brother, or half-sister or an individual having the same legal residence as a 28
councilmember. 29
30
(o) Reports for village council. On at least a quarterly basis, the 31
chairperson of each board or committee or the chairperson’s designee shall make a 32
report of the board or committee’s activities to the village council at a regularly 33
scheduled council meeting. 34
35
(p) Resignation of members. Members of boards or committees may resign 36
at any time, by submitting a written letter of resignation to the village clerk. 37
38
(q) Clerical/technical support. The village manager may furnish the board 39
or committee necessary clerical services and technical assistance. 40
41
(r) Dissolution of boards. Unless otherwise provided by law or ordinance, 42
the village council may dissolve a board or committee if the village council determines 43
that the board is no longer needed to meet the purposes for which it was established. 44
45
Section 3. The provisions of this Ordinance shall become and be made a part of the Code of the 46
Village of North Palm Beach. 47
48
Page 6 of 6
Section 4. If any section, paragraph, sentence, clause, phrase, or word of this Ordinance is for 1
any reason held by a court of competent jurisdiction to be unconstitutional, inoperative, or void, such 2
holding shall not affect the remainder of this Ordinance. 3
4
Section 5. All Ordinances or parts of Ordinances or resolutions or parts of resolutions in conflict 5
herewith are hereby repealed to the extent of such conflict. 6
7
Section 6. This Ordinance shall take effect immediately upon adoption. 8
9
PLACED ON FIRST READING THIS _____ DAY OF ________________, 2025. 10
11
PLACED ON SECOND, FINAL READING AND PASSED THIS _____ DAY OF ___________, 12
2025. 13
14
15
(Village Seal) 16
MAYOR 17
18
ATTEST: 19
20
21
VILLAGE CLERK 22
23
APPROVED AS TO FORM AND 24
LEGAL SUFFICIENCY: 25
26
27
VILLAGE ATTORNEY 28
29
1
Business Impact Estimate
AN ORDINANCE OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, AMENDING ARTICLE I, “IN GENERAL,” OF CHAPTER 2,
“ADMINISTRATION,” OF THE VILLAGE CODE OF ORDINANCES BY AMENDING
SECTION 2-1, “BOARDS AND COMMITTEES,” TO MODIFY THE PROCEDURE FOR
THE APPOINTMENT OF CHAIRPERSONS; PROVIDING FOR CODIFICATION;
PROVIDING FOR SEVERABILITY; PROVIDING FOR CONFLICTS; AND PROVIDING
FOR AN EFFECTIVE DATE.
This Business Impact Estimate is provided in accordance with section 166.041(4), Florida
Statutes. If one or more boxes are checked below, this means the Village is of the view
that a business impact estimate is not required by state law1 for the proposed ordinance,
but the Village is, nevertheless, providing this Business Impact Estimate as a courtesy
and to avoid any procedural issues that could impact the enactment of the proposed
ordinance. This Business Impact Estimate may be revised following its initial posting.
☐ The proposed ordinance is required for compliance with Federal or State law or
regulation;
☐ The proposed ordinance relates to the issuance or refinancing of debt;
☐ The proposed ordinance relates to the adoption of budgets or budget
amendments, including revenue sources necessary to fund the budget;
☐ The proposed ordinance is required to implement a contract or an agreement,
including, but not limited to, any Federal, State, local, or private grant or other
financial assistance accepted by the municipal government;
☐ The proposed ordinance is an emergency ordinance;
☐ The ordinance relates to procurement; or
☐ The proposed ordinance is enacted to implement the following:
a. Part II of Chapter 163, Florida Statutes, relating to growth policy, county and
municipal planning, and land development regulation, including zoning,
development orders, development agreements and development permits;
b. Sections 190.005 and 190.046, Florida Statutes, regarding community
development districts;
c. Section 553.73, Florida Statutes, relating to the Florida Building Code; or
d. Section 633.202, Florida Statutes, relating to the Florida Fire Prevention Code.
In accordance with the provisions of controlling law, even notwithstanding the fact that an
exemption noted above may apply, the Village hereby publishes the following information:
1 See Section 166.041(4)(c), Florida Statutes.
2
1. Summary of the proposed ordinance: The proposed Ordinance amends Section 2-
1 of the Village Code governing the appointment and operation of Village boards and
committees to: (1) modify the selection date for the election of officers for certain boards
and committees; and (2) to eliminate the requirement for annua l rotation of the
chairperson while expressing the Village Council’s intent for such rotation.
2. An estimate of the direct economic impact of the proposed ordinance on private,
for-profit businesses in the Village:
(a) There are no direct compliance costs that private, for-profit businesses in the Village
may reasonably incur;
(b) There is no new charge or fee imposed by the proposed Ordinance; and
(c) There are no regulatory costs.
3. Good faith estimate of the number of businesses likely to be impacted by the
proposed ordinance: None
VILLAGE OF NORTH PALM BEACH
HUMAN RESOURCES
TO: Honorable Mayor and Council
THRU: Charles D. Huff, Village Manager
FROM: Jennifer Cain, Director of Human Resources
DATE: August 28, 2025
SUBJECT: RESOLUTION – FPE Collective Bargaining Agreement
The Village has reached a tentative agreement with the Federation of Public Employees, a Division
of the National Federation of Public and Private Employees, AFL-CIO (“FPE”) for a Collective
Bargaining Agreement (“CBA”) effective upon ratification by both parties.
The previous CBA between the Village and FPE was approved by the Village Council through the
adoption of Resolution No. 2022-87 on October 13, 2022, and expires on September 30, 2025. The
proposed CBA will be effective upon ratification by both parties and continue through September 30,
2028.
Important negotiated changes to the CBA are listed below:
Article 8 – Fitness for Duty
Section 5: Added language clarifying consequences for a suspended driver’s license, CDL license,
or Med Card. Provided option for employee to file a Med Card exception with the State.
Article 10 – Dues Deduction
Section 1: Removed automatic dues deduction per Senate Bill 256 and added language that if the
statutes are overturned, the Village and the Union will engage in discussions for a Memorandum of
Understanding relating to dues deduction.
Article 12 – Paid Vacation
Section 1: Updated the accrual table and added the Personal Day language to match the
Memorandum of Understanding from October 2024 and what general, non-union employees receive.
Section 2: Clarified the language to be clearer on vacation scheduling.
Section 6: Updated the maximum accrual limits based on the new accrual table in Section 1.
Article 16 – Tool Replacement
Section 1: Added language to create a Tool Allowance rather than a Tool Reimbursement.
Employees will be given the allowance in October and must have purchases approved with receipts
submitted.
Section 2: For the position of Fleet Mechanic, increased the Allowance from $100.00 per tool to
$200.00 per tool and from a maximum of $500.00 annually to $600.00 annually per fiscal year.
Article 20 – Holidays
Section 2: Clarified that employees who work a holiday as part of their regularly scheduled shift are
compensated at one and one-half (1 ½) times their regular base pay.
Article 22 – Hours of Work and Overtime
Section 4: Clarified that during a Village declared emergency, employees are paid based on
Resolution 2019-84.
Section 5: More clearly defined scheduling for additional assignment, including weekend
assignments.
Article 31 – Work Assignments
Section 3: Updated 10% pay temporarily at higher grade applicable to employees working in the
higher pay grade for at least four hours per day.
Article 36 – Wages
Wages:
Year One (10/1/2025 – 9/30/2026): On October 1st, 2025, employees will receive a 4% base wage
increase. Anyone who becomes topped out will receive the difference of the remaining increase as
a one-time lump sum payment. On April 1st, 2025, employees will receive a 1%, 2% or 3% increase
based on their performance evaluation score.
Solid Waste Col lectors will be brought to a minimum of $20.00 per hour.
Solid Waste Drivers will be brought to a minimum of $22.00 per hour.
Year Two (10/1/2026 - 9/30/2027): On the first full pay period after April 1 st, 2027, employees
will receive a 4% base wage increase, plus a 1%, 2% or 3% increase based on their performance
evaluation score.
Year Three (10/1/2027 - 9/30/2028): On the first full pay period after 4/1/2028, employees will
receive a 4% base wage incre ase, plus a 1%, 2% or 3% increase based on their performance
evaluation score.
Increases over pay range maximum (topped -out employees) shall be paid in April as lump sum
payments of $1,900.00 for “Satisfactory” through “Above Average” level evaluation an d
$2,350.00 for evaluation scores of “Exceptional”.
Article 38 – Call-back/Emergency Compensation
Section 1: Added language that if an employee is designated as on-call or gets called in by the
direct supervisor or Department Director on the actual holiday of Thanksgiving Day, Christmas Day,
or New Year’s Day, the employee is eligible for a premium rate of two times the employee’s base
rate of pay for the actual hours worked with a two-hour minimum.
Section 3: Updated the standby pay to $35.00 for a week day and $45.00 for a weekend day.
Article 29 - Terms of Agreement
The CBA will run from the date of ratification through September 30, 2028. Negotiations to begin on
or about June 30, 2028, for next Agreement.
The negotiated CBA attached for Council consideration and approval represents the best efforts of
both Village Staff and the Union to reach an agreement that is mutually beneficial to both parties. It
is vital to the continuity and efficiency of any organization to have strong bonds in place between
management and staff to promote the well-being, prosperity, and efficiency of the organization and
its members, both individually and collectively. It is Staff’s opinion that the attached CBA with FPE
represents just such a commitment on both parts and, as such, will offer the appropriate framework
for employees and management to guide them in the conduct of their business. The 2026-28 fiscal
year cost impact of these changes is funded in the proposed budget.
The attached Resolution has been prepared/reviewed by your Village Attorney for legal sufficiency.
Recommendation: Village Staff requests Council consideration and approval of the attached
Resolution approving and ratifying the 2025-2028 Collective Bargaining Agreement between
the Village and the FPE and authorizing the Mayor and Village Clerk to execute the Agreement
in accordance with Village policies and procedures.
RESOLUTION 2025-
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING A COLLECTIVE
BARGAINING AGREEMENT BETWEEN THE VILLAGE AND THE
FEDERATION OF PUBLIC EMPLOYEES AND AUTHORIZING THE
VILLAGE MANAGER, MAYOR, AND VILLAGE CLERK TO EXECUTE THE
AGREEMENT ON BEHALF OF THE VILLAGE; PROVIDING FOR
CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the prior Collective Bargaining Agreement between the Village and the Federation
of Public Employees, a Division of the National Federation of Public and Private Employees, AFL-
CIO (“FPE”) expired on September 30, 2025; and
WHEREAS, the Village and the FPE have negotiated a new Collective Bargaining Agreement
effective upon ratification by both parties, and Village Administration recommends Council
approval of the new Collective Bargaining Agreement; and
WHEREAS, the members of the FPE bargaining unit voted to ratify the Collective Bargaining
Agreement on August 13, 2025, and the Village Council determines that the approval of the new
Collective Bargaining Agreement 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 correct and are incorporated herein.
Section 2. The Village Council hereby approves and ratifies a new Collective Bargaining
Agreement between the Village and the Federation of Public Employees, a Division of the National
Federation of Public and Private Employees, AFL-CIO, a copy of which is attached hereto and
incorporated herein, and authorizes the Village Manager, Mayor, and Village Clerk to execute the
Collective Bargaining Agreement on behalf of the Village. The new Collective Bargaining
Agreement shall be effective October 1, 2025, and remain in effect through September 30, 2028.
Section 3. All resolutions or parts of resolutions in conflict herewith are hereby repealed to
the extent of such conflict.
Section 4. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS _____ DAY OF ________________, 2025.
(Village Seal)
MAYOR
ATTEST:
VILLAGE CLERK