R2019-40 Post-Disaster Catering ServicesRESOLUTION 2019-40
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, AWARDING A CONTRACT TO WORK
OF ICE, LLC D/B/A CAFE DELISH FOR POST -DISASTER CATERING
SERVICES AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE THE CONTRACT; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Village Staff solicited proposals for post -disaster catering services for first
responders and emergency personnel; and
WHEREAS, after evaluating the proposals, Staff recommended approval of a contract with
Work of Ice, LLC d/b/a Cafe Delish for a term of one-year, with the option of two one-year
renewal periods; and
WHEREAS, the Village Council determines that the adoption of this Resolution, and the waiver
of any purchasing policies and procedures otherwise applicable to this contract award, is in the
best interests of the residents and citizens of the Village of North Palm Beach.
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 approves a Contract with Work of Ice, LLC d/b/a Cafe Delish
for post -disaster catering services and authorizes the Mayor and Village Clerk to execute the
Contract, a copy of which is attached hereto and incorporated herein. All funds for this Contract
shall be expended from General Fund Account No. A5540-49952 (Hurricane Expenses).
Section 3. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 9' DAY OF MAY, 2019.
(Village Seal)
6\4AYOR
ATTEST:
C.
DEPUTY VILLAGE CLERK
CONTRACT
This Contract is made as of the day of 2019 by and between the
VILLAGE OF NORTH PALM BEACH, municipal corlUation organized and existing under the
laws of the State of Florida, hereinafter referred to as VILLAGE, and WORK OF ICE, LLC, a
Florida limited liability company D/B/A CAFE DELISH, hereinafter referred to as CATERER,
whose Federal I.D. No. is 45-3773007.
WHEREAS, the VILLAGE sought proposals from vendors to provide post -disaster catering
services to VILLAGE first responders and emergency personnel; and
WHEREAS, CATERER provided the VILLAGE with a proposal to perform such services, and the
VILLAGE wishes to retain the services of CATERER pursuant to the terns and conditions set forth
in 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 CATERER.
CATERER shall provide post -disaster catering services to VILLAGE first responders and
emergency personnel upon request of the Village Manage or his designee (hereinafter "Work").
The terms and pricing for the Work are set forth in Exhibit "A" attached hereto and incorporated
herein by reference.
ARTICLE 2. TERM OF CONTRACT.
The term of this Contract shall commence upon execution and shall remain in effect for a period of
one year. The VILLAGE reserves the right to renew this Contract for two (2) additional one-year
periods at the same pricing and terns unless the Contract is otherwise terminated in accordance with
Article 8.
ARTICLE 3. COMPENSATION AND METHOD OF PAYMENT.
A. The VILLAGE agrees to compensate CATERER as set forth in Exhibit "A."
B. CATERER shall invoice the VILLAGE at the conclusion of the disaster event. Invoices
received from CATERER 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. Invoices will
normally be paid within thirty (30) days following the VILLAGE representative's approval.
C. Work undertaken or expenses incurred without prior written authorization from the
VILLAGE shall be the liability of CATERER.
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D. CATERER waives consequential or incidental damages for claims, disputes or other matters
in question arising out of or relating to this Contract.
E. The VILLAGE will not be liable for any invoice from CATERER submitted thirty (30) days
after the provision of the Work.
ARTICLE 4. INSURANCE.
A. Prior to execution of this Contract by the VILLAGE, CATERER 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 the CATERER 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 the CATERER of its
liability and obligations under this Contract.
B. CATERER shall maintain, during the life of this Contract, Commercial General Liability
insurance in the amount of $1,000,000.00 in the aggregate to protect CATERER.
C. The CATERER shall maintain, during the life of this Contract, comprehensive automobile
liability insurance in the minimum amount of $500,00.00 combined single limit for bodily injury
and property damages liability to protect the CATERER 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 the CATERER or by anyone directly or indirectly
employed by the CATERER.
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 the CATERER shall
specifically include the VILLAGE OF NORTH PALM BEACH as an "Additional Insured".
ARTICLE 5. PERSONNEL.
A. Except as otherwise provided in Exhibit "A," CATERER 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 CATERER or under its
supervision, and all personnel engaged in performing the Work shall be fully qualified and, if
required, authorized or permitted under state and local law to perform such Work.
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ARTICLE 6. INDEMNIFICATION.
A. To the fullest extent permitted by applicable laws and regulations, CATERER 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 CATERER pursuant to this Contract,
including, but not limited to, those caused by or arising out of any act, omission, negligence or
default of the CATERER and its agents, servants or employees.
B. CATERER 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 CATERER, nor shall this
Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28,
Florida Statutes.
ARTICLE 7. INDEPENDENT CONTRACTOR.
CATERER 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
CATERER's sole discretion, supervision and control, and CATERER shall exercise sole control
over the means and manner in which its employees perform such services.
ARTICLE 8. TERMINATION.
This Contract may be terminated by CATERER upon 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 CATERER. It may also be terminated, in whole or in
part, by the VILLAGE, with or without cause, upon ten (10) days' written notice to the CATERER.
Unless CATERER is in breach of this Contract, CATERER shall be paid for Work rendered to the
VILLAGE's satisfaction through the date of termination.
ARTICLE 9. SUCCESSORS AND ASSIGNS.
The VILLAGE and CATERER 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 CATERER 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 CATERER.
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ARTICLE 10. ACCESS AND AUDITS.
CATERER 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 CATERER's
place of business. In no circumstances will CATERER 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. 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: Andrew D. Lukasik, Village Manager
Village Hall
501 U.S. Highway One
North Palm Beach, FL 33408
and if sent to the CATERER shall be mailed to:
Work of Ice LLC d/b/a Cafe Delish
Attn: Renee Jardine, Managing Member
1194 Old Dixie Highway, Suite 4
Lake Park, FL 33403
The foregoing names and addresses may be changed if such change is provided in writing to the
other party.
ARTICLE 13. ENTIRETY OF CONTRACTUAL AGREEMENT.
The VILLAGE and CATERER 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.
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ARTICLE 14. 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.
ARTICLE 15. PREPARATION.
This Contract shall not be construed more strongly against either party regardless of who was more
responsible for its preparation.
ARTICLE 16. MATERIALITY.
All provisions of the Contract shall be deemed material. In the event CATERER 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 17. 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. In the event of an express conflict between this
Contract and any exhibit or other document, the terms of this Contract shall control.
ARTICLE 18. LEGAL EFFECT.
This Contract shall not become binding and effective until approved by the Village Council of the
Village of North Palm Beach.
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. 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.
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ARTICLE 22. 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.
ARTICLE 23. INSPECTOR GENERAL
CATERER 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 CATERER and its
subcontractors. CATERER understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of CATERER 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 24. PUBLIC RECORDS.
IF THE CATERER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CATERER'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, CATERER shall comply with all relevant
provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes,
CATERER shall:
1. Keep and maintain public records required by the VILLAGE to perform the service.
2. Upon request from the VILLAGE's custodian of public records, provide the VILLAGE
with a copy the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida
Statutes, or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
Contract term and following completion of the Contract if the CATERER does not transfer
the records to the VILLAGE.
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4. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public records in
possession of CATERER or keep and maintain public records required by the VILLAGE to
perform the services. If CATERER transfers all public records to the VILLAGE upon
completion of the Contract, CATERER shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If
CATERER keeps and maintains public records upon completion of the Contract,
CATERER 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.
IN WITNESS WHEREOF, the VILLAGE and CATERER hereto have made and executed this
Contract as of the day and year first above written.
CA
BY
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VILLAG � OF NORTH PALM BEACH
BY:
DARRYL AUB
MAYOR
ATTEST: .1
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AGE CLERK
APPROVED AS TO FORM AND
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BY:
VILLAGE ATTORNEY
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EXHIBIT "A"
CATERER shall provide freshly cooked, hot meals three times per day.
All meals will be delivered to the Public Safety Complex located at 560 U.S. Highway One, North
Palm Beach, FL 33408. The VILLAGE estimates that it will require meals for forty (40) persons.
CATERER shall provide a daily menu that includes foods that are visually appealing, appetizing
and nutritionally sound. CATERER shall comply with all federal, state and local guidelines
governing health and food service sanitation.
Breakfast shall be delivered by 8:00 a.m. (unless altered by the VILLAGE) and shall consist of
eggs, breakfast meat (corn beef hash, bacon sausage, etc.), potatoes and some type of bread.
Lunch shall be delivered by noon (unless altered by the VILLAGE) and shall consist of meat
(chicken, beef, pork, turkey, etc.), a side starch (potatoes, rice, pasta, etc.), a vegetable and rolls or
bread.
Dinner shall be delivered by 5:00 p.m. (unless altered by the VILLAGE) and shall consist of meat
(chicken, beef, pork, turkey, etc.), a side starch (stuffing, pasta, brown rice, etc.), a vegetable
(sauteed broccoli, roasted vegetables, etc.), and rolls or bread (corn muffins, cheddar biscuits, etc.).
CATERER shall assist in set up and take down. The VILLAGE shall provide utensils, dishes,
beverages, condiments, wire racks and sternos (to keep food warm during the serving period).
CATERER shall not provide leftovers from the previous day(s).
Pricing:
Breakfast: $11 a person
Lunch: $12 a person
Dinner: $14 a person
There shall be a delivery fee of $35.00 for each delivery. In the event CATERER is unable to make
separate deliveries, CATERER reserves the right to deliver two meals (either breakfast and lunch or
lunch and dinner) together and leave the dinners in Cambro Containers to maintain temperature.
CATERER shall deliver meals in its personal vehicles. If, due to local conditions, CATERER's
vehicles are inoperable or roads are not passable, the VILLAGE shall pick up the meals and shall
not be required to pay the delivery fee.
In the event of a prolonged event (greater than three (3) days), CATERER reserves the right to
increase prices due to food shortages.
The VILLAGE shall provide a minimum of forty-eight (48) hours to place the initial order and a
minimum of twenty-four (24) hours to cancel service. The VILLAGE shall contact Renee Jardine
on her cell phone (561-889-7361) to place orders and cancel service.
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