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HomeMy WebLinkAboutR2026-12 Cured In Place Pipe Liner Contract with BD Environmental Group, LLC for 68 Yacht Club DrRESOLUTION 2026-12 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, ACCEPTING A PROPOSAL FROM BD ENVIRONMENTAL GROUP, LLC FOR THE INSTALLATION OF CURED IN PLACE PIPE LINER AT 68 YACHT CLUB DRIVE AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE A CONTRACT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village solicited quotes for the installation of Cured in Place Pipe Liner (CIPP) at 68 Yacht Club Drive; and WHEREAS, Village Staff recommended accepting the lowest cost proposal submitted by BD Environmental Group, LLC; and WHEREAS, the Village Council determines that 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 recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby accepts a proposal from BD Environmental Group, LLC for the installation of Cured in Place Pipe Liner (CIPP) at 68 Yacht Club Drive at a total cost of $59,950.00, with funds expended from Account No. H7321-34684 (Streets & Grounds — Repair & Maintenance Stormwater Drainage System), and authorizes the Village Manager to execute a Contract for such services, a copy of which is attached hereto and incorporated herein. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 9TH DAY OF APRIL, 2026. /11 VILLAGE CLERK MAYOR Page 1 of 9 CONTRACT THIS CONTRACT is made as of the 9th day of April, 2026 by and between the VILLAGE OF NORTH PALM BEACH, municipal corporation organized and existing under the laws of the State of Florida, hereinafter referred to as VILLAGE, and BD ENVIRONMENTAL GROUP, LLC, a Florida limited liability company (hereinafter “CONTRACTOR”). WHEREAS, the VILLAGE is need of a contractor to perform stormwater drainage repairs and install Cured in Place Pipe (“CIPP”) at 68 Yacht Club Drive within the VILLAGE; and WHEREAS, having solicited written quotes, the VILLAGE wishes to retain CONTRACTOR to perform these services pursuant to the terms and conditions of this Contract. NOW, THEREFORE, in consideration of the mutual representations and obligations herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONTRACTOR. CONTRACTOR shall perform the services set forth in its Proposal dated March 3, 2026 (Proposal No. 2026065) attached hereto as Exhibit “A” and incorporated herein by reference (“Work”). CONTRACTOR shall perform the Work to that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its vocation practicing in the same or similar locality at the time such services are performed. ARTICLE 2. TERM OF CONTRACT. The term of this Contract shall commence upon the VILLAGE’s issuance of a Notice to Proceed and shall remain in effect until CONTRACTOR completes all services within the scope of this Contract to the satisfaction of the VILLAGE, unless otherwise terminated in accordance with Article 8. CONTRACTOR shall complete the Work within ninety (90) calendar days after the issuance of the Notice to Proceed. ARTICLE 3. COMPENSATION AND METHOD OF PAYMENT. A. The VILLAGE agrees to compensate CONTRACTOR in accordance with CONTRACTOR’s Proposal in an amount not to exceed Fifty-Nine Thousand Nine Hundred and Fifty Dollars and No Cents 59,950.00). B. CONTRACTOR shall invoice the VILLAGE on a monthly basis based on the percentage of work performed. Invoices received from CONTRACTOR pursuant to this Contract will be reviewed and approved by the VILLAGE’s representative, indicating that the Work has been provided and rendered in conformity with the Contract and then will be sent to the Finance Department for payment. CONTRACTOR will invoice the VILLAGE in advance for each payment period. Invoices will normally be paid within thirty (30) days following the VILLAGE representative’s approval. Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0CDocusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C Page 2 of 9 C. Work undertaken or expenses incurred that exceeds the amount set forth in the Proposal without prior written authorization from the VILLAGE shall be the liability of the CONTRACTOR. D. CONTRACTOR waives consequential or incidental damages for claims, disputes or other matters in question arising out of or relating to this Contract. E. In order for both parties herein to close their books and records, CONTRACTOR will clearly state “final invoice” on CONTRACTOR’s final/last billing to the VILLAGE. This certifies that all Work has been properly performed and all charges have been invoiced to the VILLAGE. Since this account will thereupon be closed, any and other further charges if not properly included in this final invoice are waived by CONTRACTOR. The VILLAGE will not be liable for any invoice from CONTRACTOR submitted thirty (30) days after the provision of the Work. ARTICLE 4. INSURANCE. A. Prior to execution of this Contract by the VILLAGE, CONTRACTOR shall provide certificates evidencing insurance coverage as required hereunder. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida. The Certificates shall clearly indicate that CONTRACTOR has obtained insurance of the type, amount, and classification as required for strict compliance with this Article and that no material change or cancellation of the insurance shall be effective without thirty (30) days prior written notice to the VILLAGE’S representative. Compliance with the foregoing requirements shall not relieve CONTRACTOR of its liability and obligations under this Contract. B. CONTRACTOR shall maintain, during the life of this Contract, Commercial General Liability insurance in the amount of $1,000,000.00 in aggregate to protect CONTRACTOR from claims for damages for bodily and personal injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Contract, whether such operations be by CONTRACTOR or by anyone directly employed by or contracting with CONTRACTOR. C. CONTRACTOR shall maintain, during the life of this Contract, comprehensive automobile liability insurance in the minimum amount of $500,000 combined single limit for bodily injury and property damages liability to protect CONTRACTOR from claims for damages for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use, or maintenance of owned and non-owned automobiles, including rented automobiles whether such operations be by CONTRACTOR or by anyone directly or indirectly employed by CONTRACTOR. D. The parties to this Contract shall carry Workers’ Compensation Insurance and Employer’s Liability Insurance for all employees as required by Florida Statutes. In the event that a party does not carry Workers’ Compensation Insurance and chooses not to obtain same, then such party shall. in accordance with Section 440.05, Florida Statutes, apply for and obtain an exemption authorized by the Department of Insurance and shall provide a copy of such exemption to the VILLAGE. E. All insurance, other than Worker’s Compensation, to be maintained by CONTRACTOR shall specifically include the VILLAGE OF NORTH PALM BEACH as an “Additional Insured”. Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0CDocusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C Page 3 of 9 ARTICLE 5. PERSONNEL. A. CONTRACTOR represents that it has, or will secure at its own expense, all necessary personnel required to perform the Work under this Contract. Such personnel shall not be employees of or have any contractual relationship with the VILLAGE. B. All of the Work required hereunder shall be performed by CONTRACTOR or under its supervision, and all personnel engaged in performing the Work (including subcontractors) shall be fully qualified and, if required, authorized or permitted under state and local law to perform such Work. C. All of CONTRACTOR’s personnel (and all subcontractors), while on VILLAGE premises, will comply with all applicable requirements governing conduct, safety, and security, provided, however, that CONTRACTOR shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. ARTICLE 6. INDEMNIFICATION. A. To the fullest extent permitted by applicable laws and regulations, CONTRACTOR shall indemnify and save harmless and defend the VILLAGE, its officials, agents, servants, and employees from and against any and all claims, liability, losses, and/or causes of action arising out of or in any way related to the services furnished by CONTRACTOR pursuant to this Contract, including, but not limited to, those caused by or arising out of any act, omission, negligence or default of the CONTRACTOR and/or its subcontractors, agents, servants or employees. B. CONTRACTOR shall not be required to indemnify the VILLAGE, its officials, agents, servants, and employees when the occurrence results solely from the wrongful acts or omissions of the VILLAGE, its officials, agents, servants, and employees. The terms of this Section shall survive completion of all services, obligations and duties provided for in this Contract as well as the termination of this Agreement for any reason. C. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the VILLAGE or CONTRACTOR, nor shall this Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida Statutes. ARTICLE 7. INDEPENDENT CONTRACTOR. CONTRACTOR is, and shall be, in the performance of services pursuant to this Contract, an independent contractor and not an employee, agent or servant of the VILLAGE. All persons engaged in any services performed pursuant to this Contract shall at all times, and in all places, be subject to CONTRACTOR’s sole discretion, supervision and control, and CONTRACTOR shall exercise sole control over the means and manner in which its employees, consultants and subcontractors perform such services. ARTICLE 8. TERMINATION. This Contract may be terminated by CONTRACTOR upon ten (10) days’ prior written notice to the VILLAGE’s representative in the event of substantial failure by the VILLAGE to perform in accordance with the terms of this Contract through no fault of CONTRACTOR. It may also be terminated, in whole Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0CDocusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C Page 4 of 9 or in part, by the VILLAGE, with or without cause, upon written notice to the CONTRACTOR. Unless CONTRACTOR is in breach of this Contract, CONTRACTOR shall be paid for Work rendered to the VILLAGE’s satisfaction through the date of termination. After receipt of a Termination Notice and except as otherwise directed by the VILLAGE, CONTRACTOR shall: A. Stop work on the date and to the extent specified; B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work; C. Transfer all work in progress, completed work, and other materials related to the terminated work to the VILLAGE; and D. Continue and complete all parts of the work that have not been terminated. ARTICLE 9. SUCCESSORS AND ASSIGNS. The VILLAGE and CONTRACTOR each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the VILLAGE nor CONTRACTOR shall assign, sublet, convey, or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the VILLAGE which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the VILLAGE and CONTRACTOR. ARTICLE 10. ACCESS AND AUDITS. CONTRACTOR shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the Work for at least three (3) years after completion of this Contract. The VILLAGE shall have access to such books, records, and documents as required in this ARTICLE for the purpose of inspection or audit during normal business hours, at CONTRACTOR’s place of business. In no circumstances will CONTRACTOR be required to disclose any confidential or proprietary information regarding its products and service costs. ARTICLE 11. ENFORCEMENT COSTS. If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and all expenses (including taxes) even if not taxable as court awarded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. ARTICLE 12. PROTECTION OF WORK AND PROPERTY. A. CONTRACTOR shall continuously maintain adequate protection of all Work from damage and shall protect both the VILLAGE’s property and adjacent private property from injury or loss arising out Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0CDocusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C Page 5 of 9 of the services provided pursuant to this Contract. CONTRACTOR shall provide any necessary materials to maintain such protection and repair any damage caused. CONTRACTOR shall not be responsible for any damaged directly attributable to the VILLAGE or its employees. B. CONTRACTOR will also take every necessary precaution to ensure the safety of the VILLAGE, the public, and other guests and invitees thereof at or near the areas where work is being accomplished during and throughout the completion of all work. ARTICLE 13. NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to the VILLAGE shall be mailed to: Village of North Palm Beach Attn: Village Manager Village Hall 501 U.S. Highway One North Palm Beach, FL 33408 and if sent to the CONTRACTOR shall be mailed to: BD Environmental Group, LLC Attn: Timothy Brennison, Managing Member 2900 N.E. 7th Avenue Pompano Beach, FL 33064. The foregoing names and addresses may be changed if such change is provided in writing to the other party. ARTICLE 14. ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and CONTRACTOR agree that this Contract, including all documents referenced herein, sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded, or otherwise altered, except by written instrument executed by the parties hereto. ARTICLE 15. TERMINOLOGY AND CAPTIONS. All pronouns, singular, plural, masculine, feminine or neuter, shall mean and include the person, entity, firm, or corporation to which they relate as the context may require. Wherever the context may require, the singular shall mean and include the plural, and the plural shall mean and include the singular. The term “Contract” as used herein, as well as the terms “herein”, “hereof”, “hereunder”, “hereinafter” and the like mean this Contract in its entirety and all exhibits, amendments and addenda attached hereto and made a part hereof. The captions and paragraph headings are for reference and convenience only and do not enter into or become a part of the context of this Contract, nor shall such headings affect the meaning or interpretation of this Contract. Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0CDocusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C Page 6 of 9 ARTICLE 16. PREPARATION. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. ARTICLE 17. MATERIALITY. All provisions of the Contract shall be deemed material. In the event CONTRACTOR fails to comply with any of the provisions contained in this Contract or exhibits, amendments and addenda attached hereto, said failure shall be deemed a material breach of this Contract and VILLAGE may at its option and without notice terminate this Contract. ARTICLE 18. EXHIBITS AND CONTRACT DOCUMENTS. All exhibits and other documents referred to in this Contract form an essential part of this Contract. The exhibits and other documents, if not physically attached, should be treated as part of this Contract and are incorporated herein by reference. ARTICLE 19. SURVIVABILITY. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. ARTICLE 20. WAIVER OF SUBROGATION. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR enter into such an agreement on a pre-loss basis. ARTICLE 21. WARRANTY. CONTRACTOR warrants that all Work, including goods and services, provided under this Contract will be free of defects in material and workmanship for a period of one (1) year following completion of the Work and successful final inspection unless otherwise stated in the Proposal. Should any Work fail to comply with this warranty during the warranty period of one (1) year, upon written notification from the VILLAGE, CONTRACTOR shall immediately repair or replace said defective materials and/or workmanship at CONTRACTOR’s sole expense. ARTICLE 22. REPRESENTATIONS/BINDING AUTHORITY. The persons executing this Contract represent that they have the full power, authority, and legal right to execute and deliver this Contract and perform all of its obligations under this Contract. Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0CDocusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C Page 7 of 9 ARTICLE 23. GOVERNING LAW, VENUE AND REMEDIES. A. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce this Contract will be held in Palm Beach County. B. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. C. The VILLAGE and CONTRACTOR knowingly, voluntarily, and intentionally waive any right they may have to a trial by jury with respect to any litigation arising out of or in connection with this Contract. ARTICLE 24. FEDERAL AND STATE TAXES. The VILLAGE is exempt from federal tax and state sales tax and use taxes. Upon request, the VILLAGE shall provide an exemption certificate to CONTRACTOR. CONTRACTOR is not exempt from paying sales tax to its suppliers for materials used to fulfill its obligations under this Contract, nor shall CONTRACTOR be authorized to use the VILLAGE’s tax exemption number in securing such materials. ARTICLE 25. INSPECTOR GENERAL CONTRACTOR is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract, and in furtherance thereof, may demand and obtain records and testimony from CONTRACTOR and its subcontractors. CONTRACTOR understands and agrees that in addition to all other remedies and consequences provided by law, the failure of CONTRACTOR or its subcontractors to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of the Contract Documents justifying termination. ARTICLE 26. PUBLIC RECORDS. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. In performing services pursuant to this Contract, CONTRACTOR shall comply with all relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes, CONTRACTOR shall: 1. Keep and maintain public requires required by the VILLAGE to perform the service. Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0CDocusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C Page 8 of 9 2. Upon request from the VILLAGE’s custodian of public records, provide the VILLAGE with a copy the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if the CONTRACTOR does not transfer the records to the VILLAGE. 4. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public records in possession of CONTRACTOR or keep and maintain public records required by the VILLAGE to perform the services. If CONTRACTOR transfers all public records to the VILLAGE upon completion of the Contract, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains public records upon completion of the Contract, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the VILLAGE, upon request from the VILLAGE’s custodian of public records, in a format that is compatible with the information technology systems of the VILLAGE. ARTICLE 27. E-VERIFY CONTRACTOR warrants and represents that CONTRACTOR and all subcontractors shall comply with Section 448.095, Florida Statutes, as may be amended. CONTRACTOR has registered to use, and shall continue to use, the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of newly hired employees and has received an affidavit from each subcontractor stating that the subcontractor does not employ, contract with or subcontract with an unauthorized alien. If the VILLAGE has a good faith belief that CONTRACTOR has knowingly violated Section 448.09(1), Florida Statutes, the VILLAGE shall terminate this Contract pursuant to Section 448.095(2), Florida Statutes, as may be amended. If the VILLAGE has a good faith belief that a subcontractor has knowingly violated Section 448.09(1), Florida Statutes, but CONTRACTOR has otherwise complied, it shall notify CONTRACTOR, and CONTRACTOR shall immediately terminate its contract with the subcontractor. ARTICLE 28. CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL As provided in section 287.135, Florida Statutes, CONTRACTOR certifies, under penalty of perjury, that it and any authorized subcontractors are not participating in a boycott of Israel. CONTRACTOR 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 CONTRACTOR agree that the VILLAGE shall have the right to immediately terminate this Contract if CONTRACTOR, its authorized subcontractors or affiliates have been placed on the Scrutinized Companies that Boycott Israel List, is engaged in a boycott of Israel, or has been placed on the Convicted Vendor List maintained by the State of Florida. Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0CDocusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C Page 9 of 9 IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract as of the day and year first above written. CONTRACTOR: BD ENVIRONMENTAL GROUP, LLC By: Print Name: Title:_____________________________ VILLAGE OF NORTH PALM BEACH By: ________________________________ Chuck Huff Village Manager Docusign Envelope ID: A15159E5-3D22-887C-8344-D77CCE22CD0C President Tim Brennison Docusign Envelope ID: D6FFC8AE-3CB2-8512-8344-CD60ED31822C