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R2022-52 Online Permitting, Code Enforcement and Licensing Software SolutionRESOLUTION 2022-52 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, ACCEPTING A PROPOSAL FROM ICC COMMUNITY DEVELOPMENT SOLUTIONS, LLC, FOR AN ONLINE PERMITTING, PLANNING, CODE ENFORCEMENT AND LICENSING SOFTWARE SOLUTION AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A CONTRACT FOR SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Staff issued a Request for Proposals for an Online Permitting, Planning, Code Enforcement and Licensing Software Solution; and WHEREAS, the Village received nine proposals in response to the RFP, and the Evaluation Committee recommended accepting the lowest cost, highest rank proposal submitted by ICC Community Development Solutions, LLC; and WHEREAS, the Village Council determines that the 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 "whereas" clauses are hereby ratified and incorporated herein. Section 2. The Village Council hereby accepts the proposal submitted by ICC Community Development Solutions, LLC for an Online Permitting, Planning, Code Enforcement and Licensing Software Solution at a total cost in the first year of $99,983.00, with funds expended from Account No. Q5541-66415 (ARPA Expense — Computer Hardware and Software). The Village Council further authorizes the Mayor and Village Clerk to execute a contract relating to 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 14TH DAY OF JULY, 2022. VILLAGE CLERK a, MAYO Page 1 CONTRACT This Contract is made as of the 14th day of July, 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 ICC COMMUNITY DEVELOPMENT SOLUTIONS, LLC, a limited liability company authorized to do business in the State of Florida, hereinafter referred to as VENDOR, whose Federal Employer I.D. No. is 81-4343415. In consideration of the promises and mutual covenants herein contained, it is hereby agreed that VENDOR shall provide to the VILLAGE all goods and services requested pursuant to the Request for Proposals for an Online Permitting, Planning, Code Enforcement and Licensing Solution pursuant to the terms and conditions of this Contract. SECTION 1: SCOPE OF SERVICES OF THE VENDOR. The Scope of Work for an Online Permitting, Planning, Code Enforcement and Licensing Solution is in accordance with the Request for Proposals (“RFP”) issued by the VILLAGE. The RFP, along with VENDOR’s proposal submitted in response to the RFP (“Proposal”), are hereby incorporated herein by reference. SECTION 2: TERM OF CONTRACT. A. This Contract shall be for an initial term of three (3) years from the date first written above unless earlier terminated in accordance with the terms and conditions stated herein. The initial term of this Contract shall automatically extend for one-year terms unless either party notifies the other party at least ninety (90) days prior to the end of the initial term or any renewal term that it does not desire to have the Contract automatically extend. B. Unless otherwise specified in the Proposal, VENDOR shall not be entitled to an increase in the agreed to compensation in this 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 Community Development or in his or her absence, the Director of Information Technology. SECTION 4: COMPENSATION AND METHOD OF PAYMENT. A. The VILLAGE agrees to compensate the VENDOR for the Online Permitting, Planning, Code Enforcement and Licensing Solution and for which Purchase Orders are issued in accordance with the Proposal. B. VENDOR shall submit an invoice(s) to the VILLAGE for said compensation on the date and time mutually agreed upon by the VILLAGE and VENDOR. All invoice(s) received from VENDOR pursuant to this Contract will be reviewed and approved by the VILLAGE’s representative, indicating that goods and services have been provided and rendered in conformity with the Contract and then will be sent to the Finance Department for payment. Invoices will DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956 Page 2 normally be paid within thirty (30) days following the VILLAGE representative’s approval. C. Work undertaken or expenses incurred that exceeds an amount set forth in this Contract without prior written authorization from the VILLAGE shall be the liability of the VENDOR. D. VENDOR 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, VENDOR will clearly state “final invoice” on the VENDOR’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 final invoice are waived by the VENDOR. The VILLAGE will not be liable for any invoice from the VENDOR submitted thirty (30) days after the provision of all goods and services. F. If the VILLAGE disputes any invoice or part of an invoice, VILLAGE shall notify VENDOR of such dispute within fifteen (15) days of receipt of the invoice. VILLAGE reserves the right to off-set, reduce or withhold any payment to VENDOR in accordance with the terms and conditions of this Contract. SECTION 5: INDEMNIFICATION. A. VENDOR shall indemnify and save harmless and defend the VILLAGE, its agents, servants, and employees from and against any and all claims, liability, losses, and/or cause of action which may arise from any negligent act or omission of the VENDOR, its agents, servants, or employees in the performance of services under this Contract. B. VENDOR further agrees to indemnify, save harmless and defend the VILLAGE, its agents, servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of any conduct or misconduct of the VENDOR its agents, servants, or employees not included in the paragraph above and for which the VILLAGE, its agents, servants or employees are alleged to be liable. 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 VENDOR, nor shall this Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida Statutes. SECTION 6: PERSONNEL. A. VENDOR 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 VENDOR 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. DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956 Page 3 C. All of the VENDOR’s personnel (and all sub-contractors OR sub-consultants) 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 VENDOR 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 VENDOR. It may also be terminated, in whole or in part, by the VILLAGE without cause upon thirty (30) days written notice to the VENDOR. The VILLAGE may also terminate this Contract with written notice of cause to the VENDOR, who fails to cure such cause within ten (10) days of the receipt of the VILLAGE’s notice. Unless the VENDOR is in breach of this Contract, the VENDOR 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 VENDOR 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. SECTION 8: FEDERAL AND STATE TAX. The VILLAGE is exempt from payment of Florida State Sales and Use Tax. Unless purchased directly by the VILLAGE, the VENDOR shall not be exempted from paying sales tax to its suppliers for materials used to fill contractual obligations with the VILLAGE, nor is the VENDOR authorized to use the VILLAGE’s Tax Exemption Number in securing such materials. SECTION 9: INSURANCE. A. Prior to commencing any work, the VENDOR 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 VENDOR has obtained insurance of the type, amount, and classification as required for strict compliance with this Section 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. Failure to comply with the foregoing requirements shall not relieve the VENDOR of its liability and obligations under this Contract. B. 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. DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956 Page 4 C. VENDOR shall maintain, during the life of this Contract, Professional Liability/Error & Omission Insurance/Third Party Crime Coverage to include money and securities, forgery or alteration and employee dishonesty in the minimum amount of $1,000,000 per occurrence. D. All insurance, other than Worker’s Compensation, to be maintained by the VENDOR shall specifically include the VILLAGE as an Additional Insured. SECTION 10: SUCCESSORS AND ASSIGNS. The VILLAGE and VENDOR 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 VENDOR 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 VENDOR. SECTION 11: GOVERNING 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. The VILLAGE and VENDOR knowingly, voluntarily, and intentionally waive any right they may have to trial by jury with respect to any litigation arising out of or in connection with this Contract. SECTION 12: INDEPENDENT CONTRACTOR RELATIONSHIP. The VENDOR 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 VENDOR’S sole direction, supervision, and control. VENDOR shall exercise control over the means and manner in which it and its employees perform the Services. SECTION 13: ACCESS AND AUDITS. The VENDOR 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 VENDOR’s place of business. In no circumstances will VENDOR be required to disclose any confidential or proprietary information regarding its products and service costs. DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956 Page 5 SECTION 14: NONDISCRIMINATION. The VENDOR 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: AUTHORITY TO PRACTICE. VENDOR hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business and provide the Work under this Contract, and that it will at all times conduct its business and provide the Work under this Contract in a reputable manner. Proof of such licenses and approvals shall be submitted to the VILLAGE’s representative upon request. SECTION 17: 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 18: 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 VENDOR of the VILLAGE’s notification of a contemplated change, the VENDOR shall, in writing: (1) provide a detailed estimate for the increase 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 affect the VENDOR’s ability to meet the completion dates or schedules of this Contract. B. If the VILLAGE so instructs in writing, the VENDOR 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 Change to the Purchase Order and the VENDOR shall not commence work on any such change until such revised Purchase Order is received. DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956 Page 6 SECTION 19: PROTECTION OF WORK AND PROPERTY. A. VENDOR 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 VENDOR shall provide any necessary materials to maintain such protection. B. VENDOR will also take every necessary precaution to ensure the safety of the VILLAGE, 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. SECTION 20: WARRANTY/GUARANTY. VENDOR warrants that its goods and services under this Contract will be free of defects in materials and workmanship for a period of one year or longer in accordance with Manufacturer’s Warranty following the provision of said goods and services. SECTION 21: COMPLIANCE WITH LAWS. VENDOR 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 Attention: Village Manager 501 U.S. Highway One North Palm Beach, FL 33408 and if sent to the VENDOR shall be mailed to: ICC Community Development Solutions Attention: Lynn Martin, Chief Operating Officer 781 Elmgrove Road Rochester, NY 14624 SECTION 23: ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and the VENDOR 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 VENDOR’s proposal, this Contract shall take precedence with the VILLAGE’s Request for Proposal taking precedence over the VENDOR’s proposal. All such documents shall be read in a manner so as to avoid a conflict. DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956 Page 7 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. 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. VENDOR 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 VENDOR 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 VENDOR enter into such an agreement on a pre-loss basis. SECTION 28: INSPECTOR GENERAL. VENDOR 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 VENDOR. VENDOR understands and agrees that in addition to all other remedies and consequences provided by law, the failure of VENDOR to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of this Contract justifying its termination. SECTION 29: ADDITIONAL SERVICES; If during the contractual period covered by the agreement, additional services are needed, the VENDOR may, at the option of the Village Council, be engaged to perform these services under the terms of the contract. SECTION 30: PUBLIC RECORDS. IF VENDOR 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. DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956 Page 8 In performing services pursuant to this Contract, VENDOR shall comply with all relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes, VENDOR 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 VENDOR 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 VENDOR or keep and maintain public records required by the VILLAGE to perform the services. If VENDOR transfers all public records to the VILLAGE upon completion of the Contract, VENDOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If VENDOR keeps and maintains public records upon completion of the Contract, VENDOR 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. SECTION 31: PROHIBITION AGAINST CONTINGENT FEES. VENDOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for VENDOR, to solicit or secure this Contract and that VENDOR has not paid, or agreed to pay, any person, company, corporation, individual or firm, other than a bona fide employee working solely for VENDOR, any fee, commission, percentage, gift, or other consideration contingent upon, or resulting from, aware or making of the Contract. For the breach or violation of this provision, the VILLAGE shall have the right to terminate this Contract and its sole discretion, without liability, and to deduct from the Contract price, or otherwise recover, the full amount of such fee, commission, percentage, fit or consideration. SECTION 32: E-VERIFY VENDOR warrants and represents that VENDOR and all subcontractors are in compliance with Section 448.095, Florida Statutes, as may be amended. VENDOR 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 unauthorized aliens. If the VILLAGE has a good faith belief that VENDOR 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 VENDOR has otherwise complied, it shall notify VENDOR, and VENDOR shall immediately terminate its contract with DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956 Page 9 the subcontractor. IN WITNESS WHEREOF, the VILLAGE and VENDOR have made and executed this Contract as of the day and year first above written. ICC COMMUNITY DEVELOPMENT SOLUTIONS, LLC By: Print Name: Position: VILLAGE OF NORTH PALM BEACH BY: ________________________________ DEBORAH SEARCY MAYOR ATTEST: BY: ________________________________ JESSICA GREEN, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: BY: ________________________________ VILLAGE ATTORNEY DocuSign Envelope ID: C73DE0D6-E9B2-400A-B929-686A9BE97069 Daniel Foster General Manager DocuSign Envelope ID: EC4DB69D-199F-4A67-9B11-6FA68C575956