R2023-75 Master Planning ContractRESOLUTION 2023-75
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, APPROVING A CONTRACT WITH TEAM PLAN,
INC. TO DEVELOP A MASTER PLAN FOR OSBORNE PARK AND THE
COMMUNITY CENTER AND AUTHORIZING THE MAYOR AND VILLAGE
CLERK TO EXECUTE THE CONTRACT; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, in accordance with Section 287.0555 Florida Statutes ("Consultants' Competitive
Negotiation Act") the Village issued a Request for Qualifications for Master Planning for Osborne
Park and the Community Center ("RFQ"); and
WHEREAS, the Selection Committee evaluated the qualification statements submitted in response to
the RFQ and requested that the selected firms make presentations to the Village Council; and
WHEREAS, at its August 10, 2023 meeting, the Village Council selected Team Plan, Inc. as its top
ranked firm and authorized Staff to negotiate a Contract for park master planning services; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests
of the residents 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 are incorporated herein.
Section 2. The Village Council hereby approves a Contract for Master Planning for Osborne Park
and the Community Center with Team Plan, 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. The total cost shall not exceed $60,000.00, with funds expended from Account No.
A8028-33190 (Parks and Recreation — Professional Services).
Section 4. This Resolution shall take effect immediately upon adoption. -
PASSED
ADOPT -RD THTS 14TH DAY OF !RF.PT-FMRFR ?0?';
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ATTEST:
VILLA CLERK
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CONTRACT
This Contract is made as of the 14th day of September, 2023 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 TEAM PLAN, INC., a Florida corporation,
hereinafter CONSULTANT, whose Federal I.D. No is 13-2904652.
WHEREAS, the VILLAGE issued a Request for Qualification (“RFQ”) pursuant to Section 287.055,
Florida Statutes (“CCNA”), seeking a qualified firm to provide professional planning and design
services to develop a Master Plan for Osborne Park and the Community Center (“Services”); and
WHEREAS, based on the qualification statements submitted in response to the RFQ, the VILLAGE
selected CONSULTANT as the most qualified firm to provide the Services; and
WHEREAS, the VILLAGE and CONSULTANT subsequently engaged in contract negotiations, and
CONSULTANT has agreed to provide the Services to the VILLAGE in accordance with the terms
and conditions of 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 CONSULTANT.
CONSULTANT shall perform the Services as outlined in CONSULTANT’s “Village of North Palm
Beach Master Plan Osborne Park and Community Center – Scope of Work,” a copy of which is
attached hereto and incorporated herein by reference. Furthermore, the VILLAGE’s RFQ and
CONSULTANT’s Qualification Statement submitted in response to the RFQ are hereby incorporated
herein by reference.
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 Work to the
satisfaction of the VILLAGE, unless otherwise terminated in accordance with Article 7.
CONSULTANT shall complete the Services within nine (9) months of the Notice to Proceed.
ARTICLE 3: VILLAGE’S REPRESENTATIVE.
Unless otherwise specified by the VILLAGE, the VILLAGE’s representative shall be Zakariya
Sherman, Director of Leisure Services. 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.
ARTICLE 4. COMPENSATION AND METHOD OF PAYMENT.
A. The VILLAGE agrees to compensate CONSULTANT for completion of the Services in the
amount of Sixty Thousand Dollars and No Cents ($60,000.00).
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B. CONSULTANT shall invoice the VILLAGE on a monthly basis based on the Services
performed. Invoices received from CONSULTANT pursuant to this Contract will be reviewed and
approved by the VILLAGE’s representative, indicating that the Services have 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.
C. Services 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
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 the Services.
ARTICLE 5. INDEMNIFICATION.
A. CONSULTANT, its officers, employees, and agents shall indemnify and hold harmless the
VILLAGE, including its officers and employees from liabilities, damages, losses, and costs,
including but not limited to, reasonable attorney's fees (at the trial and appellate levels), to the
extent caused by the negligence, recklessness or intentionally wrongful conduct of
CONSULTANT and other persons employed or utilized by CONSULTANT in the performance
of the services under this Contract. The Village agrees to be responsible for its own negligence.
B. 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 as a waiver of sovereign immunity for the VILLAGE beyond the waiver
provided in Section 768.28, Florida Statutes.
ARTICLE 6. PERSONNEL.
A. CONSULTANT represents that it has, or will secure at its own expense, all necessary
personnel required to perform the Services under this Contract. Such personnel shall not be
employees of or have any contractual relationship with the VILLAGE.
B. All of the Services required hereunder shall be performed by CONSULTANT 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 CONSULTANT’s personnel (including subconsultants) while on VILLAGE premises,
shall comply with all VILLAGE requirements governing conduct, safety, and security.
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ARTICLE 7. TERMINATION.
This Contract may be cancelled by the CONSULTANT 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 CONSULTANT.
It may also be terminated, in whole or in part, by the VILLAGE without cause upon thirty (30)
days’ written notice to the CONSULTANT. The VILLAGE may also terminate this Contract
with written notice of cause to the CONSULTANT, who fails to cure such cause within ten (10)
days of the receipt of the VILLAGE’s notice. Unless the CONSULTANT is in breach of this
Contract, the CONSULTANT 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 CONSULTANT shall:
A. Stop Services on the date and to the extent specified;
B. Terminate and settle all orders and subcontracts relating to the performance of the terminated
Services;
C. Transfer all Services in progress, completed Services, and other materials related to the
terminated Services to the VILLAGE; and
D. Continue and complete all parts of the Services that have not been terminated.
ARTICLE 8. FEDERAL AND STATE TAX.
The VILLAGE is exempt from payment of Florida State Sales and Use Tax. Unless purchased
directly by the VILLAGE, CONSULTANT shall not be exempted from paying sales tax to its
suppliers for materials used to fill contractual obligations with the VILLAGE, nor is the
CONSULTANT authorized to use the VILLAGE’s Tax Exemption Number in securing such
materials.
ARTICLE 9. 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/Third Party Crime
Coverage in the minimum amount of $1,000,000.00 per occurrence.
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
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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”.
ARTICLE 10. 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 11. 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 12. 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.
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ARTICLE 13. ACCESS AND AUDITS.
CONSULTANT 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 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 14. NONDISCRIMINATION.
CONSULTANT 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.
ARTICLE 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.
ARTICLE 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.
ARTICLE 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 CONSULTANT of the VILLAGE’s
notification of a contemplated change, CONSULTANT 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 CONSULTANT’s ability to meet the completion dates or
schedules of this Contract.
B. If the VILLAGE so instructs in writing, CONSULTANT 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 an
amendment to the Contract, and CONSULTANT shall not commence work on any such change
until such amendment is executed.
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ARTICLE 18. COMPLIANCE WITH LAWS.
CONSULTANT 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.
ARTICLE 19. 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: Chuck Huff, Village Manager
501 U.S. Highway One
North Palm Beach, FL 33408
and if sent to the CONSULTANT shall be mailed to:
Team Plan, Inc.
Attn: William Whiteford
824 U.S. Highway One
North Palm Beach, FL 33408
The foregoing names and addresses may be changed if such change is provided in writing to the other
party.
ARTICLE 20. 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. In the event of a conflict between this Contract
and the VILLAGE’s Request for Qualifications and CONSULTANT’s Qualification Statement,
this Contract shall take precedence with the VILLAGE’s Request for Qualifications taking
precedence over CONSULTANT’s Qualification Statement. All such documents shall be read in
a manner so as to avoid a conflict.
ARTICLE 21. PREPARATION.
This Contract shall not be construed more strongly against either party regardless of who was more
responsible for its preparation.
ARTICLE 22. 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.
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ARTICLE 23. 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 permit 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 24. 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
with the Inspector General when requested may be deemed by the VILLAGE to be a material breach
of the Contract Documents justifying termination.
ARTICLE 25. 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;
NPBCLERK@VILLAGE-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 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 CONSULTANT 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 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 26. PROHIBITION AGAINST CONTINGENT FEES.
CONSULTANT warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for CONSULTANT, to solicit or secure this Contract
and that CONSULTANT has not paid, or agreed to pay, any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, 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.
ARTICLE 27. E-VERIFY
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
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:
TEAM PLAN, INC.
BY:
Print Name:
Title:_____________________________
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Bill Whiteford
VP
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VILLAGE OF NORTH PALM BEACH
BY: ________________________________
DAVID NORRIS
MAYOR
ATTEST:
BY:________________________________
JESSICA GREEN
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
BY: ________________________________
VILLAGE ATTORNEY
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