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2012-53 Golf Course Maintenance Services Contract RESOLUTION 2012-53 • A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT FOR GOLF COURSE MAINTENANCE SERVICES WITH INTERNATIONAL GOLF MAINTENANCE, INC. AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME;AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on July 25, 2012, the Village advertised a Request for Proposals for Golf Course Maintenance Services; and WHEREAS, on September 13, 2012, the Village Council evaluated the proposals submitted in response to the RFP and approved Resolution 2012-49, accepting the proposal submitted by International Golf Maintenance, Inc. and authorizing the Village Administration to negotiate a contract with International Golf Maintenance, Inc. based on such proposal;,and WHEREAS, the Village Council determines that execution of the Contract with International Golf Maintenance, Inc. for Golf Course Maintenance Services is in the best interests of the Village and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council of the Village of North Palm Beach, Florida, hereby approves the Contract for Golf Course Maintenance Services between the Village and International Golf Maintenance, Inc., a copy of which is attached hereto and incorporated herein by reference, and authorizes the Mayor and Village Clerk to execute the Contract on behalf of the Village. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 27th DAY OF SEPTEMB 2012. As 3 > rirjilL C•' rage Seal) ;'' URI / � VILLAGE CLERK 47 III 4f CONTRACT FOR GOLF COURSE MAINTENANCE SERVICES VILLAGE OF NORTH PALM BEACH This Contract is made as of the a7 day of 477446 e t, 2012, by and between the VILLAGE OF NORTH PALM BEACH, municipal corporation organized and existing the laws of the State of Florida, by and through its Village Council, hereinafter referred to as the VILLAGE, and INTERNATIONAL GOLF MAINTENANCE, INC., a corporation authorized to do business in the State of Florida, hereinafter referred to as the CONTRACTOR, whose Federal I.D. is 59-3489578. In consideration of the promises and mutual covenants herein contained, it is hereby agreed that the CONTRACTOR shall provide to the VILLAGE all work necessary for the maintenance of the Village Municipal Golf Course and the Country Club grounds pursuant to the terms and conditions of this Contract. SECTION 1: GOODS AND SERVICES OF THE CONTRACTOR. A. The CONTRACTOR shall provide all goods and services necessary for the maintenance of the Village Municipal Golf Course and Country Club grounds as required under the VILLAGE's Request for Proposal ("RFP") and the CONTRACTOR's proposal thereto, which are incorporated herein by this reference. In addition to the foregoing, the CONTRACTOR's services shall also specifically include those items outlined and agreed upon by the parties in a letter dated September 19, 2012, which is attached hereto and incorporated herein by reference. B. The CONTRACTOR shall perform the services contemplated by this Contract to that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality at the time the services are provided. C. The goods and services to be provided by the CONTRACTOR shall be commenced subsequent to the execution and approval of this Contract and upon written notice from the VILLAGE to proceed. D. During the term of this Contract, the parties agree that the condition and maintenance of the Golf Course shall be inspected by a certified, independent agronomist to be mutually selected by the VILLAGE and the CONTRACTOR. Should the VILLAGE and the CONTRACTOR fail to agree to the selection of an agronomist, the agronomist shall be selected by Nicklaus Design, LLC. The agronomist shall perform such inspections on a quarterly basis (unless otherwise determined by the VILLAGE), and the VILLAGE shall bear all costs associated with such inspections and the preparation of a written report. The CONTRACTOR shall prepare and provide the VILLAGE with a corrective action plan and implement any recommendations or deficiencies noted by the agronomist within ten(10) days after receipt of the agronomist's report. SECTION 2: TERM OF CONTRACT. A. This Contract shall be for a term of three (3) years from October 1, 2012, unless earlier terminated in accordance with the terms and conditions stated herein. The initial term of this Page 1 of 9 f;l Contract shall automatically extend for an additional two (2)years unless either party notifies the other party at least ninety (90) days prior to the end of the initial term that it does not desire to have the Contract automatically extend for another two (2)years. B. The CONTRACTOR shall not be entitled to an increase in the agreed to compensation ensation in this �' P Contract or payment or compensation of any kind from the VILLAGE for direct, indirect, consequential, impact or other costs, expenses or damages. SECTION 3: VILLAGE'S REPRESENTATIVE. Unless otherwise specified by the VILLAGE, the VILLAGE's representative shall be the Director of Golf. The Village Manager or Village Representative shall have the right at all reasonable times during the term of this Contract to inspect or otherwise evaluate the work being performed thereunder and the premises in which it is being performed. SECTION 4: COMPENSATION AND METHOD OF PAYMENT. A. The VILLAGE agrees to compensate the CONTRACTOR in accordance with the proposal submitted by the CONTRACTOR in response to the RFP. B. The total amount of compensation to be paid by the VILLAGE to the CONTRACTOR on annual basis (from October 1st to September 30th) shall be $1,067,719.00. The CONTRACTOR shall invoice the VILLAGE on the first day of each month, commencing October 1, 2012, an amount equal to one-twelfth (1/12) of the annual compensation due. Payment for same shall be due on the fifteenth (15th) day of each month. During the first year of the Contract, the payments due to the CONTRACTOR shall be reduced by $2,208.00 as payment for the purchase of the existing Village- owned maintenance equipment as outlined and agreed upon by the parties in a letter dated September 19, 2012, which is attached hereto and incorporated herein by reference. C. In order for both parties herein to close their books and records, CONTRACTOR will clearly state "final invoice" on the CONTRACTOR's final/last billing to the VILLAGE. This certifies that all goods and services have been properly performed and all charges have been invoiced to the VILLAGE. Since this account will thereupon be closed, any and other further charges if not properly included in this fmal invoice are waived by the CONTRACTOR. The VILLAGE will not be liable for any invoice from the CONTRACTOR submitted thirty (30) days after the provision of all goods and services. SECTION 5: INDEMNIFICATION. A. To the fullest extent permitted by applicable laws and regulations, the 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 the 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. Page 2 of 9 . f B. The 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. R' 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 the CONTRACTOR, nor shall this Contract be construed a waiver of sovereign immunity beyond the limited waiver provided in § 768.28, Florida Statutes. SECTION 6: PERSONNEL. A. The CONTRACTOR represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. B. All of the services required hereunder shall be performed by the CONTRACTOR or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services. C. All of the CONTRACTOR'S personnel (and all sub-contractors) while on VILLAGE premises, will comply with all VILLAGE requirements governing conduct, safety, and security. SECTION 7: TERMINATION. This Contract may be cancelled by the CONTRACTOR upon thirty (30) days prior written notice to the VILLAGE's representative in the event of substantial failure by the VILLAGE to perform in accordance with the terms of this Contract through no fault of the CONTRACTOR. It may also be terminated, in whole or in part, by the VILLAGE without cause upon thirty (30) days written notice to the CONTRACTOR. The VILLAGE may also terminate this Contract with written notice of cause to the CONTRACTOR, who fails to cure such cause within ten (10) days of the receipt of the VILLAGE's notice. Unless the CONTRACTOR is in breach of this Contract, the CONTRACTOR shall be paid for services rendered to the VILLAGE's satisfaction through the date of termination. After receipt of a Termination Notice and except as otherwise directed by the VILLAGE,the CONTRACTOR shall: 1. Stop work on the date and to the extent specified. 2. Terminate and settle all orders and subcontracts relating to the performance of the terminated work. 3. Transfer all work in progress, completed work, and other materials related to the terminated work to the VILLAGE. 4. Continue and complete all parts of the work that have not been terminated. Page 3 of 9 n a SECTION 8: FEDERAL AND STATE TAX. A. The VILLAGE is exempt from payment of Florida State Sales and Use Tax. Unless purchased directly by the VILLAGE, the CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials used to fill contractual obligations with the VILLAGE, nor is the CONTRACTOR authorized to use the VILLAGE's Tax Exemption Number in securing such materials. B. The VILLAGE reserves the right to purchase goods, materials and equipment through the direct purchase option outlined in the RFP, which is incorporated herein by reference. CONTRACTOR agrees that the amount of the compensation shall be reduced by the cost paid by the Village for the goods, materials, or equipment and the sales tax saved by the VILLAGE directly purchasing such items. Adjustment in compensation pursuant to this section shall not require a written amendment of this Contract. SECTION 9: INSURANCE. CONTRACTOR shall abide by the requirements for insurance set forth in the RFP, which are Y q , incorporated herein by this reference. SECTION 10: SUCCESSORS AND ASSIGNS. The VILLAGE and the 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 the 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 the CONTRACTOR. SECTION 11: DISPUTE RESOLUTION, LAW, VENUE AND REMEDIES. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of,any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. SECTION 12: INDEPENDENT CONTRACTOR RELATIONSHIP. The CONTRACTOR is, and shall be, in the performance of all Services under this Contract, an Independent CONTRACTOR, and not an employee, agent, or servant of the VILLAGE. All persons engaged in any of the Services performed pursuant to this Contract shall at all times, and in all places, be subject to the CONTRACTOR'S sole direction, supervision, and control. Page 4 of 9 I The CONTRACTOR shall exercise control over the means and manner in which it and its employees perform the Services. SECTION 13: ACCESS AND AUDITS. The CONTRACTOR shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the Services 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 section for the purpose of inspection or audit during normal business hours, at the 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. SECTION 14: NONDISCRIMINATION. The CONTRACTOR warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. SECTION 15: 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. SECTION 16: SEVERABILITY. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. SECTION 17: MODIFICATIONS OF WORK. A. The VILLAGE reserves the right to make changes in the work, including alterations, reductions therein or additions thereto. Upon receipt by the CONTRACTOR of the VILLAGE's notification of a contemplated change, the CONTRACTOR shall, in writing: (1) provide a detailed estimate for the increase r o cease or decrease in cost due to the contemplated change, (2) notify the VILLAGE of any estimated change in the completion date, and (3) advise the VILLAGE if the contemplated change shall effect the CONTRACTOR's ability to meet the completion dates or schedules of this Contract. Page 5 of 9 B. If the VILLAGE so instructs in writing, the CONTRACTOR shall suspend work on that portion of the work affected by the contemplated change, pending the VILLAGE's decision to proceed with the change. C. If the VILLAGE elects to make the change, the VILLAGE shall initiate a Contract Amendment and the CONTRACTOR shall not commence work on any such change until such written amendment is signed by the CONTRACTOR and approved and executed by the Village of North Palm Beach. SECTION 18: PUBLIC ENTITY CRIMES. The CONTRACTOR acknowledges and agrees that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, sub- contractor, under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. The CONTRACTOR will advise the VILLAGE immediately if it becomes aware of any violation of this statute. SECTION 19: PROTECTION OF WORK AND PROPERTY. A. The CONTRACTOR shall continuously maintain adequate protection of all work from damage, and shall protect the VILLAGE's property from injury or loss arising in connection with the Contract. Except for any such damage, injury, or loss, except that which may be directly due to errors caused by the VILLAGE or employees of the VILLAGE, the CONTRACTOR shall provide any necessary materials to maintain such protection. B. The CONTRACTOR will also take every necessary p recaution to ensure the safety of the VILLAGE, public and other guests and invitees thereof at or near the areas where work is being � g accomplished during and throughout the completion of all work. SECTION 20: WARRANTY/GUARANTY. CONTRACTOR warrants that its goods and services under this Contract will be free of defects in materials and workmanship for a period of one year following the provision of said goods and services. Page 6of 9 SECTION 21: COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the services contemplated by this Contract, faithfully observe and comply with all federal, state and local laws, ordinances and regulations that are applicable to the services to be rendered under this Contract. SECTION 22: 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: Ed Green,Village Manager 501 U.S. Highway One North Palm Beach, FL 33408 and if sent to the CONTRACTOR shall be mailed to: International Golf Maintenance, Inc. Attn: Greg Plotner, Executive Vice President 8390 ChampionsGate Boulevard, Suite 200 ChampionsGate, FL 33896 The foregoing names and addresses may be changed if such change is provided in writing to the other party. SECTION 23: ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and the CONTRACTOR agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. In the event of a conflict between this Contract and the VILLAGE's Request for Proposal and the CONTRACTOR's proposal, this Contract shall take precedence with the VILLAGE's Request for Proposal taking precedence over the CONTRACTOR's proposal. All such documents shall be read in a manner so as to avoid a conflict. SECTION 24: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties' right to enforce or exercise said right(s) at any time thereafter. SECTION 25: PREPARATION. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. Page 7 of 9 SECTION 26: 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. SECTION 27: 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. SECTION 28: FORCE MAJEURE. A. In the event of unpreventable acts or occurrences wholly beyond the control of and unattributable to the CONTRACTOR, including, by way of example, acts of God, fire, flood, riots, war, terrorist activities, hurricanes or other severe and unforeseen storm events ("Force Majeure Events"), prevent the CONTRACTOR from performing the services contemplated by this Contract, the CONTRACTOR shall be excused from performance under the terms of this Contract during the duration of the Event and the VILLAGE shall be relieved from payment for such services. B. If a Force Majeure Event merely impedes the CONTRACTOR's ability to perform the services contemplated by this Contract or if the CONTRACTOR is assisting in the recovery of a Force Majeure Event, the VILLAGE shall not be relieved from payment for such services provided that CONTRACTOR provides the VILLAGE with written notice and a plan to achieve the goals set forth in the Maintenance Guidelines and comply with all other provisions of the Contract. SECTION 29: 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. [Remainder of page intentionally blank] Page 8 of 9 4 i IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract for Golf Course Maintenance Services as of the day and year first above written. CONTRACTOR: INTERNATIONAL GOLF MAINTENANCE, INC. BY: - z. I' .0.1A%! r Print Name: /6ze-ro- 0.`---Renut- Position: r(E- ` E E. VILLAG,. _i 5 ' ".�k• :EACH .• BY: -14∎ `F/; N 4 r1 1,, OR 1 I. J 4 A 'e j CTS' 6 i Ir ,, s',_, )7.1. '.1 r S,,( S] 11 ,�� /Aor BY `"T !_ -. __/ MELISSA TEAL, �iY VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: LEONARD G. RUBIN, VILLAGE ATTORNEY Page 9 of 9 1 LETTER AGREEMENT DATED SEPTEMBER 19,2012 TO BE ATTACHED AS EXHIBIT - THE VILLAGE OF NORTH PALM BEACH ff;ll l5 "THE BEST PLACE TO LIVE UNDER THE SUN September 19,2012 International Golf Maintenance, Inc. 8390 ChampionsGate Blvd, Suite 200 ChampionsGate, F1, 33896 ATTN: Greg Plot-tier RE: Golf Coarse Maintenance Contract Dear Mr. Plotner, The Village of North Palm Beach is pleased to announce that international Golf Maintenance, inc. (IGM) has been awarded the contract for the Cioll' Course Maintenance Set-vices for the North Palm Beach Country Club. As part of the Village's negotiation procedures and based upon a phone conversation with Village Staff on Tuesday September 18, 2012, the Village or North l'alm Beach and IGM have reached an agreement as the terms and conditions under which IGM will perform such services. In addition to the terms and conditions set forth in the RFP issued by the Village and the proposal submitted by IGM, the following additional terms shall be incorporated into the contractual agreement presented to the Village Council for review and approval: Rem No.I —Purchase of Village-Oyi,ned M(IiWenance Equiptnent Based on all available information, including, but not limited to, the proposals received by the Village, Village Administration has determined that the realistic cost of the existing Village- owned maintenance equipment is $26,496.00. IGM has agreed to purchase the equipment for this price and shall snake twelve nionthly payments to the Village of two thousand two hundred and eight dollars ($2,208.00), commencing October 1, 2012. The payments shall be received by the Village by the twentieth (20`') day of each month and the payment obligation shall be fully satisfied by September 20, 2013. A list of Village-owned maintenance equipment is attached to this letter as Exhibit"A." Item No.2 General C.'undifiMU: 501 U.S.HIGHWAY ],NO1ZTH 1'ALM BEACH,H, pt,33409-4902 • (561) 941-3380 • FAX (561)849-3341 Country Club Grounds IGM shall ensure that the appearance and condition of the Country Club grounds are maintained to the same high standards applicable to the golf course. In maintaining the appearance of the Country Club grounds, IGM shall take into account seasonal changes, such as the additional rainfall in the summer months. IGM shall take great care to ensure that all tree beds are maintained on a year-round basis and that the coquina and mulch appear fresh at all times. IGM shall be responsible for seasonal plantings, including the planning of annuals during the winter months. Cup Liners—IGM shall be responsible for painting the dirt between the grass and the cup liners white on a daily basis. Hunkers — IGM shall ensure that the sand in the bunkers is redistributed on an as needed basis whenever the pitch of the bunker varies from the design intent. Item No.3—Additional Conditions, The Village has four remaining utility golf carts still in use by IGM at the Country Club. IGM agrees to acquire these utility golf carts at a reasonable cost(to be agreed upon between IGM and the Village)on or before the expiration of the first year of the contract, i.e., September 30,2013. Should IGM fail to purchase the carts at an agreed upon price by the prescribed deadline, the Village shall take possession of the carts and deny IGM any future use. The Village looks forward to continuing its positive working relationship with IGM for the next three years. Thank you for your hard work and continued cooperation. Sincerely yours, Green Village Manager By affixing my signature below, I acknowledge that IGM agrees to each of the terms and conditions set forth above and further agrees to their inclusion in the contract for Golf Course Mainte ance Sex ices: Greg I'lo r Date Executive a President Exhibit"A" 1991 Aerway Aerifter 7'6" 1997 Gravely Fairway Vacuum 2000 Kubota Tractor wAoader 2000 Kubota Tractor wlaccessories 2000 Pro Boom Sprayer 2002 (2)Jacob Triplex Greens Mowers 2005 (2)Jacob Triplex Greens Mowers 2002 Turf TopDresser 2003 NUCKA Blower(Argimetal) 2003 John Deere Trap].take 2005 Taro Mower