R2022-38 Disaster Debris Management AgreementRESOLUTION 2022-38
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
C' PALM BEACH, FLORIDA, APPROVING AN AGREEMENT WITH THOMPSON
CONSULTING SERVICES, LLC FOR DISASTER DEBRIS MANAGEMENT AND
SUPPORT SERVICES IN ACCORDANCE WITH THE TERMS, CONDITIONS AND
PRICING SET FORTH IN AN EXISTING AGREEMENT WITH THE SOLID WASTE
AUTHORITY OF PALM BEACH COUNTY; AUTHORIZING THE MAYOR AND
VILLAGE CLERK TO EXECUTE THE AGREEMENT ON BEHALF OF THE
VILLAGE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village wishes to obtain debris management and support services in the event of a
hurricane or other disaster; and
WHEREAS, in obtaining such services, the Village wishes to piggy -back an existing agreement between
Thompson Consulting Services, LLC ("Consultant") and the Solid Waste Authority of Palm Beach
County (Agreement No. 22-202) ("SWA Contract"); and
WHEREAS, Consultant has agreed to provide the Village with debris management and support services
under the same terms and conditions as the SWA Contract; and
WHEREAS, the Village determines that the execution of an Agreement with Consultant, incorporating
the terms and conditions of the SWA Contract, is in the best interests of the public health, safety and
welfare.
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 an
Agreement between the Village and Thompson Consulting Services, LLC to provide for disaster debris
management and support services and authorizes the Mayor and Village Clerk to execute the Agreement
on behalf of the Village. A copy of the Agreement is attached hereto and incorporated herein by
reference.
Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed
to the extent of such conflict.
Section 4. This Resolution shall take effect immediately upon adoption.
PA OPTED THIS 12TH DAY OF MAY, 2022.
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AGREEMENT FOR DISASTER DEBRIS MANAGEMENT
AND SUPPORT SERVICES
THIS AGREEMENT is made as of this 12th day of May, 2022, by and between the
VILLAGE OF NORTH PALM BEACH, 501 U.S. Highway One, North Palm Beach, Florida
33408, a Florida municipal corporation (“VILLAGE”), and Thompson Consulting Services, LLC,
2601 Maitland Center Parkway, Maitland, Florida 32751, a Delaware limited liability company
CONSULTANT”), whose Federal Employer Identification Number is 45-2015453.
RECITALS
WHEREAS, the VILLAGE is in need of a consultant to provide debris management and
support services, including, but not limited to, project/operations management, collection
monitoring, debris vehicle certification, data compilation and reporting, and payment monitoring
and reconciliation; and
WHEREAS, the Solid Waste Authority of Palm Beach County (“SWA”), through its
competitive selection process, awarded County Contract No. 22-202 to CONSULTANT for the
County’s debris management and monitoring support (“SWA Contract”); and
WHEREAS, CONSULTANT has agreed to provide such services to the VILLAGE based
on the terms and conditions, including pricing, set forth in the SWA Contract; and
WHEREAS, the VILLAGE desires to accept CONSULTANT’s proposal by piggy-
backing the SWA Contract as authorized by the VILLAGE’s purchasing policies and procedures.
NOW THEREFORE, in consideration of the mutual promises set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Recitals.
The parties agree that the recitals set forth above are true and correct and are fully incorporated
herein by reference.
2. Solid Waste Authority of Palm Beach County Contract.
The parties agree and acknowledge that this Agreement incorporates and includes all of the terms
and conditions, including pricing, set forth in Debris Management and Support Services
Agreement No. 22-202 dated April 26, 2022 between the Solid Waste Authority of Palm Beach
County and CONSULTANT (“SWA Contract”), a copy of which is attached hereto as Exhibit “1”
and incorporated herein by this reference.
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3. CONSULTANT’s Performance
CONSULTANT shall provide those services set forth in the Scope of Services incorporated into
the SWA Contract as may be specifically requested upon written notice from the VILLAGE.
4. Compensation to CONSULTANT.
A. Payments by the VILLAGE to CONSULTANT under this Agreement shall not exceed the
Fee Schedule set forth in the SWA Contract.
B. For work performed pursuant to this Agreement, CONSULTANT shall submit invoices to
the VILLAGE on at least a monthly basis for review and approval by the VILLAGE’s
representative, indicating that the services have been provided and rendered in conformity with
this Agreement. The invoices shall be transmitted to the Finance Department for payment.
C. Invoices will normally be paid within thirty (30) days following the VILLAGE
representative’s approval. CONSULTANT waives consequential or incidental damages for
claims, disputes or other matters in question arising out of or relating to this Agreement. 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 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
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 all services.
5. Period and Renewals.
This Agreement shall be for the term as indicated in the SWA Contract, effective upon execution
by both parties. Extensions or renewals to the SWA Contract or any modification including new
products, terms, or price changes to the SWA Contract shall be submitted by CONSULTANT to
the VILLAGE for approval. In the SWA Contract expires and no new contract is let by the County,
the VILLAGE reserves the right, upon written agreement with CONSULTANT to renew this
Agreement under the same terms and conditions for an additional period of one (1) year. All prior
Agreements between the VILLAGE and CONSULTANT are hereby repealed as of the effective
date of this Agreement.
6. Insurance.
CONSULTANT shall obtain and maintain during the term of this Agreement all insurance required
under the SWA Contract, with the VILLAGE named as an additional insured.
7. Indemnification.
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
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of or in any way related to the services furnished by CONSULTANT pursuant to this Agreement,
including, but not limited to, those caused by or arising out of any act, omission, negligence or
default of CONSULTANT and/or its subcontractors, agents, servants or employees.
CONSULTANT 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 provided for in this Agreement as well as the termination of this
Agreement for any reason. Nothing contained in this Agreement shall create a contractual
relationship with or a cause of action in favor of a third party against either the VILLAGE or
CONSULTANT, nor shall this Agreement be construed a waiver of sovereign immunity beyond
the limited waiver provided in § 768.28, Florida Statutes.
8. Contract Administration.
The services of CONSULTANT shall be under the general direction of the VILLAGE’s Director
of Public Works, who shall act as the VILLAGE’s representative during the terms of this
Agreement.
9. Conflict of Terms and Conditions.
In the event of any conflict between the terms and conditions of this Agreement and the terms and
conditions of the SWA Contract, the terms and conditions of this Agreement shall control.
10. Miscellaneous Provisions.
A. Failure of a party to enforce or exercise any of its right(s) under this Agreement shall not be
deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter.
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. If any legal action or other proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions of this Agreement, 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.
D. All notices, demands, communications or requests required or permitted under this
Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid,
to the addresses appearing on the first page of this Agreement.
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E. The VILLAGE and CONSULTANT agree that this Agreement sets forth the entire
agreement between the parties, and that there are no promises or understandings other than those
stated herein. None of the provisions, terms and conditions contained in this Agreement may be
added to, modified, superseded or otherwise altered, except by written instrument executed by the
parties hereto. Any provision of this Agreement which is of a continuing nature or imposes an
obligation which extends beyond the term of this Agreement shall survive its expiration or earlier
termination.
F. In performing services pursuant to this Contract, CONSULTANT shall comply with all
relevant provisions of Chapter 119, Florida Statutes. IF CONSULTANT HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO CONSULTANT’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.
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 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
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.
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IN WITNESS WHEREOF, the VILLAGE and CONSULTANT hereto have made and executed
this Agreement for Disaster Debris Management and Support Services for the Village of North
Palm Beach as of the day and year first above written.
CONSULTANT:
THOMPSON CONSULTING SERVICES, LLC
BY:
Print Name:__________________________
Position:_____________________________
VILLAGE:
VILLAGE OF NORTH PALM BEACH
BY: ________________________________
DEBORAH SEARCY
MAYOR
ATTEST:
BY:________________________________
JESSICA GREEN,
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
BY: ________________________________
LEONARD G. RUBIN
VILLAGE ATTORNEY
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Vice President
Nate Counsell
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