R2022-10 Stormwater Utility Assessment ContractRESOLUTION 2022-10
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, APPROVING A PROPOSAL FROM HAZEN AND
SAWYER, P.C. TO EVALUATE AND UPDATE THE VILLAGE'S NON -AD
VALOREM STORMWATER UTILITY ASSESSMENT AND AUTHORIZING THE
MAYOR AND VILLAGE CLERK TO EXECUTE A CONTRACT FOR SUCH
SERVICES; WAIVING THE VILLAGE'S PURCHASING POLICIES AND
PROCEDURES; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village wishes to evaluate and update its non -ad valorem Stormwater Utility
Assessment to create strategies to generate a fee structure that makes distinctions among certain single-
family parcels; and
WHEREAS, Village Staff recommended accepting the proposal from Hazen and Sawyer, P.C., the same
firm that performed the initial Stormwater Management Study and provided Stormwater Utility Fee
Development and Implementation Services; and
WHEREAS, the Village Council determines that adoption of this Resolution 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 recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves and accepts the proposal from Hazen and Sawyer,
P.C. to evaluate and update its non -ad valorem Stormwater Utility Assessment to create strategies to
generate fee structure that makes distinctions among certain single-family parcels at a total cost not to
exceed $19,656.00, with funds expended from Account No. H7321-66215 (Stormwater Utility Fund —
Stormwater Drainage System). The Village Council further authorizes the Mayor and Village Clerk to
execute a Contract for such services, a copy of which is attached hereto and incorporated herein by reference.
Section 3. In approving this Contract, the Village hereby waives any conflicting provisions of its
purchasing policies and procedures.
Section 4. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 24TH DAY OF FEBRUARY, 2022.
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VILLAGE CLERK
DocuSign Envelope ID: BA6C397C-AB70-492D-921C-671C35781364
CONTRACT
This Contract is made as of the 24th day of February, 2022 by and between the VILLAGE OF
NORTH PALM BEACH, a municipal corporation organized and existing under the laws of the State
of Florida, hereinafter referred to as VILLAGE, and HAZEN AND SAWYER, P.C., a foreign
corporation authorized to do business in the State of Florida, hereinafter CONSULTANT, whose
Federal I.D. No is 13-2904652.
WHEREAS, the VILLAGE wishes to retain a consultant to evaluate and update ethe Village's non -
ad valorem. Stormwater Utility Assessment to create strategies to generate a fee structure that snakes
distinctions among certain single-family parcels ("Work"); and
WHEREAS, CONSULTANT provided the VILLAGE with a Proposal to perform the Work, and the
VILLAGE wishes to retain the services of CONSULTANT to perform the Work.
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 CONSULTANT.
CONSULTANT shall perform the services outlined in CONSULTANT's Proposal dated January 21,
2022, which is incorporated by reference as if fully set forth herein.
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 CONSULTANT completes all services within the scope of this Contract
to the satisfaction of the VILLAGE, unless otherwise terminated in accordance with Article 8. Based
on the timeline provided by CONSULTANT, all services shall be complete within one hundred and
twenty (120) days of the VILLAGE's issuance of a Notice to Proceed.
ARTICLE 3. COMPENSATION AND METHOD OF PAYMENT,
A. The VILLAGE agrees to compensate CONSULTANT in accordance with CONSULTANT's
Proposal in an amount not to exceed Nineteen Thousand Six Hundred and Fifty -Six Dollars and
No Cents ($19,656.00). The services for Phase II are contingent upon the policy direction provided
by the Village Council, and the services for Phase III shall only be commenced upon written
authorization of the Village Manager,
B. CONSULTANT shall invoice the VILLAGE on a monthly basis based on the work
performed. Invoices received from CONSULTANT 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.
CONSULTANT 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.
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C. Work undertaken or expenses incurred that exceeds an amount set forth in the Proposal
without prior written authorization from the VILLAGE shall be the liability of CONSULTANT.
D. CONSULTANT 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, CONSULTANT will clearly
state "final invoice" on CONSULTANT'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 fin-ther charges if not properly included in this final
invoice are waived by CONSULTANT. The VILLAGE will not be liable for any invoice from
CONSULTANT submitted thirty (30) days after the provision of the Work.
ARTICLE 4. INSURANCE.
A. Prior to execution of this Contract by the VILLAGE, CONSULTANT 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 CONSULTANT 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
CONSULTANT of its liability and obligations under this Contract.
B. CONSULTANT shall maintain, during the life of this Contract, Commercial General Liability
insurance, including Professional Liability Errors and Omissions insurance, in the amount of
$1,000,000.00 in aggregate to protect CONSULTANT.
C. The CONSULTANT 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 CONSULTANT 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 CONSULTANT or by anyone directly or
indirectly employed by the CONSULTANT.
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 CONSULTANT
shall specifically include the VILLAGE OF NORTH PALM BEACH as an "Additional Insured".
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ARTICLE 5. PERSONNEL.
A. CONSULTANT 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 CONSULTANT 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.
ARTICLE 6. INDEMNIFICATION.
A. To the fullest extent permitted by applicable laws and regulations, CONSULTANT 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 CONSULTANT pursuant to this Contract,
including, but not limited to, those caused by or arising out of any act, omission, negligence or
default of the CONSULTANT and its agents, servants or employees.
B. CONSULTANT shall not be required to indemnify the VILLAGE, its officials, agents,
servants and employees when the occurrence results from the 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 CONSULTANT, nor shall this
Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28,
Florida Statutes.
ARTICLE 7. INDEPENDENT CONTRACTOR.
CONSULTANT 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
CONSULTANT's sole discretion, supervision and control, and CONSULTANT 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 CONSULTANT 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 CONSULTANT. 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 CONSULTANT. Unless CONSULTANT is in breach of this Contract, CONSULTANT
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, CONSULTANT
shall:
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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 CONSULTANT 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 CONSULTANT 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 CONSULTANT.
ARTICLE 10. ACCESS AND AUDITS.
CONSULTANT 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 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.
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
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and if sent to the CONSULTANT shall be mailed to:
Hazen and Sawyer, P.C.
Attn: Robert B. Taylor, Jr., Vice President
4000 Hollywood Boulevard, Suite 75ON
Hollywood, FL 33021
The foregoing names and addresses may be changed if such change is provided in writing to the other
Ply
ARTICLE 13. ENTIRETY OF CONTRACTUAL AGREEMENT.
The VILLAGE and CONSULTANT 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 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 CONSULTANT 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.
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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. WAIVER OF SUBROGATION.
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 pen -nit 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.
ARTICLE 21. REPRESENTATIONSBINDING 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.
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.
C. The VILLAGE and CONSULTANT 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 23. INSPECTOR GENERAL
CONSULTANT 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 CONSULTANT and its
subconsultants. CONSULTANT understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of CONSULTANT or its subconsultants to fully cooperate
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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 CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355;
NPBCLERKgVILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH
PALM BEACH, FL 33408.
In performing services pursuant to this Contract, CONSULTANT shall comply with all relevant
provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes,
CONSULTANT 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 11.9, 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 CONSULTANT 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 CONSULTANT or keep and maintain public records required by the
VILLAGE to perform the services. If CONSULTANT transfers all public records to the
VILLAGE upon completion of the Contract, CONSULTANT shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements. If CONSULTANT keeps and maintains public records upon completion of the
Contract, 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, in a format that is compatible with the information
technology systems of the VILLAGE.
ARTICLE 25. E.-VERIFV
CONSULTANT warrants and represents that CONSULTANT and all subconsultants are in
compliance with Section 448.095, Florida Statutes, as may be amended. 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 subconsultant stating that the subconsultant does not employ, contract with or subcontract
with unauthorized aliens. If the VILLAGE has a good faith belief that CONSULTANT has
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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 subconsultant has knowingly violated Section 448.09(1), Florida
Statutes, but CONSULTANT has otherwise complied, it shall notify CONSULTANT, and
CONSULTANT shall immediately terminate its contract with the subconsultant.
IN WITNESS WHEREOF, the VILLAGE and CONSULTANT hereto have made and executed this
Contract as of the day and year first above written.
CONSULTANT:
HAZEN AND S a VIA i I -C.
BY: }�b�t 1�{ 5. rac�ieV� �V.
Flof
—
Print Name: Robert B. Taylor, Jr.
Title: vice President
Docuftned by:
13Y: reav�Gia [apt
Print Name: Patricia A. Carney
Title: vice President
VILLAGE OF NORTH PALM BEACH
BY: FDocuSigned by:
V � Qjo
DARRYL
MAYOR
ATTEST: DocuSigned by:
BY:
JESSICA GREEN
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIE�1Cy.
BY: F�KA4 a mit,
VILLAG TATMRT ;Y
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