HomeMy WebLinkAboutDocumentation_Workshop_Tab 03_7/5/2022Agenda Item #3.
Workshop
STAFF
Meeting:
Staff Contact:
MEMO
Workshop - Jul 05 2022
Keith Davis, Village Attorney
Discussion of revisions to contract templates
Department: Legal
Per Village Council direction we have reviewed the Village's standard contract templates and have
drafted proposed edits that attempt to offer additional protections to the Village when vendors seek
modifications to terms, including pricing due to unforseen circumstances.
This document and any attachments may be reproduced upon request in an alternative format by completing
our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-768-0443.
PROJECT NAME: BUDGET: 0 ENCUMBERED: 0
Proposed: Projected Remaining:
0 0
POTENTIAL MOTION /DIRECTION REQUESTED:Council discussion.
Goods Purchase Contract Template
Piggyback Contract Template
Simple Contract Template
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Agenda Item #3.
VILLAGE OF TEQUESTA
AGREEMENT FOR THE PURCHASE OF
[ENTER DESCRIPTION OF GOODS]
THIS AGREEMENT FOR THE PURCHASE OF[ENTER DESCRIPTION
O F G O O D S ] is entered into and effective this day of [enter month], 2021 (the "Effective
Date"), by and between the VILLAGE OF TEQUESTA , a Florida municipal corporation
with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in
accordance with the laws of the State of Florida, hereinafter the "Village"; and [enter seller
name], a Florida [enter company/corporation type] with offices located at [enter seller address],
hereinafter the "Seller" and collectively with the Village, the "Parties".
WITNESSETH
The Village and the Seller, in consideration of the mutual covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties, hereby agree as follows:
1. DESCRIPTION OF GOODS: The Parties hereby agree to enter into this
Agreement whereby the Seller shall transfer and deliver to the Village, and the Village shall
accept, [enter description of goods], hereinafter the "Goods," pursuant to all applicable statutory,
licensing and Village code requirements. The Parties agree to enter into this Agreement pursuant
to the [Proposal/Quotation/Estimate], which is hereby fully incorporated into this Agreement and
attached hereto as Exhibit "A". Seller hereby agrees and acknowledges that the Goods must fully
conform to this Agreement and that no substitutions will be permitted in the Goods or their
materials for how they are described in this Agreement [and any Exhibits, if applicable] . Failure
of the Seller to adhere to any portion of this Agreement, including but not limited to the quantity,
quality, or materials of the Goods used shall constitute a fundamental breach under this
Agreement.
2. COMPENSATION: In consideration for the Goods described in greater detail
above, pricing shall be pursuant to the prices provided in the [order form/price sheet/schedule]
found in Exhibit "A". In consideration for the above -described Goods [and pursuant to any
Exhibits, if applicable], the Village shall pay the Seller a total amount not to exceed [enter total
amount in dollars ($XX.xx)]. Payment shall be within [insert number (#) days] of the Village's
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Page 16 of 42
Agenda Item #3.
receipt of the Goods and shall be made by [insert payment method]." The goods shall be
delivered in a manner and location acceptable to the Village on or before [Insert Delivery Date]
the "Performance Date".
3. CHANGE ORDERS: Seller is aware that price and time are of the essence in
this contract and that prompt and timely performance of all such obligations is strictly required.
If conditions change that would require an increase in price, scope, or time for performance
Seller must notify the Village in writing detailing the conditions that have changed and
requesting a change order to the contract within [X number of days] prior to the performance
date "Change Order Deadline". Change orders submitted after the change order deadline will not
be considered. Seller shall not proceed with any change to its obligations under a change order
request unless documented in a Change Order executed by both Parties. If Seller requests a
change order prior to the change order deadline Village at its discretion may accept the change
order as is or with modifications, deny the change order, re -advertise and re -solicit providers for
the required goods or services or terminate this contract. If the Village elects to re -advertise and
re -solicit the need for goods or services the Village will have [Insert Number of Days]
"Solicitation Period" in which to accept the contemplated change order or terminate this contract.
At any time after execution of this Agreement but prior to Seller's delivery of the Goods, the
Village reserves the right at its discretion to change, modify, revise add, or remove any part of its
order for the Goods as described by this Agreement [and any Exhibits, if applicable] . If any such
change to the Village's order causes an increase or decrease in the cost of the Goods or causes a
change in the time required for delivery of the Goods, the Village shall make an equitable
adjustment in the contract price, the delivery schedule, or both. Any change to the Village's
order for the Goods and any subsequent equitable adjustment to the terms of this Agreement
shall be effectuated through a written Amendment to this Agreement as executed by both Parties
pursuant to Section 17. of this Agreement.
4. DELIVERY; RISK OF LOSS: Unless otherwise stated in [insert applicable
Exhibit], the Seller shall deliver the Goods by [insert delivery date] FOB (Free on Board)
Destination. The Village shall have the right to change the date of delivery with [number (#)
days] prior written notice. The Parties mutually agree that time is of the essence. The Seller
assumes responsibility for the Goods, and all risk of damage, loss, or delay of the Goods, until
the Goods are delivered to or collected by the Village. Once the Goods have been delivered to or
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Page 17 of 42
Agenda Item #3.
collected by the Village, the Village assumes all responsibility for and risk of damage to such
Goods.
5. RIGHT TO INSPECTION: The Village shall have the right to inspect the
Goods upon their delivery. If the Goods fail to conform to the specifications of this Agreement,
the Village shall have [insert number (#) days] to inform the Seller of any defect or other
nonconformity found within the Goods. Notice of nonconformity may be made in accordance
with Section 5. of this Agreement or through another method agreed upon by the Parties. Upon
the Seller's receipt of a notice of nonconformity, the Seller shall have [insert number (#) days] to
cure said nonconformity. If the Seller fails to cure within said time, the Seller shall be considered
in default and the Village shall have the right to terminate this Agreement pursuant to Section 5.
and shall have the right to any other legal or equitable remedy available.
6. TERMINATION; NOTICE: This Agreement may be terminated by either party
upon [insert number (#) days] written notice to the other party. Notice shall be considered
sufficient when sent by certified mail or hand delivered to the Parties during regular business
hours at the following addresses:
Village
Seller
Village of Tequesta
[Seller Name
345 Tequesta Drive
&Address
Tequesta, FL 33469-0273
Attn: Agent Name]
Attn: [Division Head]
7. INSURANCE: The Seller shall provide proof of insurance in connection with
shipment of the Goods in such amounts as deemed sufficient by the Village. The Seller shall also
name the Village as an "additional insured" on the liability portion of the insurance policy.
8. INDEMNIFICATION: The Seller shall at all times indemnify, defend and hold
harmless 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 error, omission, negligent act,
conduct, or misconduct of the Seller, its agents, servants, or employees in delivery of the Goods
under this Agreement. Nothing contained in this provision shall be construed or interpreted as
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Page 18 of 42
Agenda Item #3.
consent by the Village to be sued, nor as a waiver of sovereign immunity beyond the waiver
provided in Section 768.28, Florida Statutes.
9. WARRANTIES AND REPRESENTATIONS: The Seller hereby warrants
and represents to the Village that:
(a) The Seller has the requisite power and authority to execute and deliver this
Agreement and to perform its obligations hereunder;
(b) The Seller is the true and lawful owner of the Goods conveyed by this Agreement and
has full power to convey such goods, and the title so conveyed is free, clear, and
unencumbered; and
(c) The Goods delivered pursuant to this Agreement are merchantable, free from defects,
whether patent or latent in material or workmanship, and fit for the ordinary purposes
for which it is intended.
(d) The Goods delivered pursuant to this Agreement will, under normal use, be free from
defects in material and workmanship and function properly for a reasonable time, but
no less than [insert number (#) days].
10. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Seller certifies that it, its affiliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
Florida Department of Management Services within thirty-six (36) months immediately
preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.
11. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County
Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters,
review and audit municipal contracts and other transactions, and make reports and
recommendations to municipal governing bodies based on such audits, reviews, or
investigations. All parties doing business with the Village shall fully cooperate with the inspector
general in the exercise of the inspector general's functions, authority, and power. The inspector
general has the power to take sworn statements, require the production of records, and to audit,
monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists
of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement,
misconduct, and abuses.
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Page 19 of 42
Agenda Item #3.
12. E-VERIFY ELIGIBILITY: The Seller warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
2021, the Seller shall: (1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired workers; and (2) verify that all
of the Seller's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility
of all newly hired workers. The Seller shall obtain from each of its subconsultants an affidavit
stating that the subconsultant does not employ, contract with, or subcontract with an
Unauthorized Alien, as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be
amended. The Seller shall maintain a copy of any such affidavit from a subconsultant for, at a
minimum, the duration of the subcontract and any extension thereof. This provision shall not
supersede any provision of this Agreement which requires a longer retention period. The Village
shall terminate this Agreement if it has a good faith belief that the Seller has knowingly violated
Section 448.09(1), Florida Statutes, as may be amended. If the Seller has a good faith belief that
the Seller's subconsultant has knowingly violated Section 448.09(1), Florida Statutes, as may be
amended, the Village shall notify the Seller to terminate its contract with the subconsultant and
the Seller shall immediately terminate its contract with the subconsultant. In the event of such
contract termination, the Seller shall be liable for any additional costs incurred by the Village as
a result of the termination.
13. SCRUTINIZED COMPANIES: For Contracts under $1 M, the Seller certifies
that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village may
terminate this Agreement at the Village's option if the Seller is found to have submitted a false
certification as provided under Section 287.135(5), Florida Statutes, if the Seller has been placed
on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725,
Florida Statutes, or if Seller is engaged in a boycott of Israel. For Contracts over $1 M, the Seller
certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized
Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes. The
Seller further certifies that it is not engaged in a boycott of Israel, and that it does not have
business operations in Cuba or Syria, as similarly provided in Section 287.135, Florida Statutes.
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Agenda Item #3.
The Village may terminate this Agreement at the Village's option if the Seller is found to have
submitted a false certification as provided under Section 287.135(5), Florida Statutes or if the
Seller has been placed on one of the aforementioned lists created pursuant to Section 215.4725,
Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's option
if the Seller is engaged in a boycott of Israel or has been engaged in business operations in Cuba
or Syria, as defined in Section 287.135, Florida Statutes.
14. ATTORNEY' S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
15. FORCE MAJEURE: The Seller shall not be considered in default by reason of
any failure in performance under this Agreement if such failure arises out of causes reasonably
beyond the control of the Seller or its subcontractors and without their fault or negligence. Such
causes include but are not limited to: acts of God; acts of war; natural or public health
emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather
conditions.
16. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed
in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
17. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached
hereto, and required insurance certificates constitute the entire Agreement between both Parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both Parties,
and attached hereto as an addendum to this Agreement. The Seller shall not transfer or assign the
provision of the Goods called for in this Agreement without prior written consent of the Village.
18. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes,
the Seller must keep and maintain this Agreement and any other records associated therewith and
that are associated with the delivery of the Goods as described above. Upon request from the
Village's custodian of public records, the Seller must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A Seller who
fails to provide the public records to the Village, or fails to make them available for inspection or
copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section
119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further,
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Agenda Item #3.
the Seller shall ensure that any exempt or confidential records associated with this Agreement or
associated with the delivery of the Goods contemplated herein are not disclosed except as
authorized by law for the duration of the Agreement term, and following completion of the
Agreement if the Seller does not transfer the records to the Village. Finally, upon completion of
the Agreement, the Seller shall transfer, at no cost to the Village, all public records in possession
of the Seller, or keep and maintain public records required by the Village. If the Seller transfers
all public records to the Village upon completion of the Agreement, the Seller shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Seller keeps and maintains public records upon completion of the
Agreement, the Seller shall meet all applicable requirements for retaining public records.
Records that are 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 Village's
information technology systems.
IF THE SELLER HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE SELLER'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN
FOR THE VILLAGE, AT (561) 768-0685, OR AT lmcwilliams(cr�,tequesta.org,
OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469.
19. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
20. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreement shall be construed and enforced in all respects as if the
invalid or unenforceable provision is not contained herein.
21. WAIVER: No waiver by the Village of any provision of this Agreement shall be
deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Seller of the same, or any other provision or the enforcement hereof. The Village's consent
to or approval of any act requiring the Village's consent or approval of any act by the Seller
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Agenda Item #3.
shall not be deemed to render unnecessary the obtaining of the Village's consent to or
approval of any subsequent consent or approval of, whether or not similar to the act so
consented or approved.
22. ENTIRE AGREEMENT: This [number (#)] page Agreement constitutes the entire
agreement between the parties; no modification shall be made to this Agreement unless such
modification is in writing, agreed to by both parties and attached hereto as an addendum to this
Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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Agenda Item #3.
VILLAGE OF TEQUESTA
AGREEMENT FOR [ENTER DESCRIPTION OF GOODS/SERVICES]
THIS AGREEMENT FOR [ENTER DESCRIPTION OF
GOODS/SERVICES] is entered into and effective this day of [enter month], 2021, by
and between the VILLAGE OF TEQUESTA , a Florida municipal corporation with offices
located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance
with the laws of the State of Florida, hereinafter "the Village"; and [ENTER CONTRACTOR
NAME], a Florida [enter company/corporation type], with offices located at [enter contractor
address], hereinafter "the Contractor", and collectively with the Village, "the Parties".
WITNESSETH
The Village and the Contractor, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by both Parties, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Contractor shall provide [enter description of goods/services] for [enter purpose for
goods/services]. The Parties agree to enter into this Agreement and piggyback for [enter
description of goods/services] at the unit prices described in the [enter name of Contractor's
piggybacked contract] awarded through [enter Bid/RFP No.]. Said contract, including its terms,
conditions, specifications, and attached [exhibits/amendments], are hereby fully incorporated
into this Agreement and attached hereto as Exhibit "A". Authorization to piggyback on the
contract and amendments is hereby fully incorporated into this Agreement and attached hereto as
Exhibit "B".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be pursuant to the unit prices provided in Exhibit "A". The Parties hereby agree to the
Village's purchase of supplies and/or services in greater or lesser amounts than estimated in the
[enter name of Contractor's piggybacked contract], as referenced by the
[proposal/quote/estimate] in Exhibit "A". In consideration for the above Scope of Services [and
pursuant to any Exhibits, if applicable], the Village shall pay the Contractor a total amount not to
exceed [enter total amount in dollars ($XX.xx)]. The goods or services shall be delivered in a
manner and location acceptable to the Village on or before [Insert Delivery Date] the
"Performance Date."
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Agenda Item #3.
3. CHANGE ORDERS: Seller is aware that price and time are of the essence in this
contract and that prompt and timely performance of all such obligations is strictly required. If
conditions change that would require an increase in price, scope, or time for performance Seller
must notify the Village in writing detailing the conditions that have changed and requesting a
change order to the contract within [X number of days] prior to the performance date "Change
Order Deadline". Change orders submitted after the change order deadline will not be
considered. Seller shall not proceed with any change to its obligations under a change order
request unless documented in a Change Order executed by both Parties. If Seller requests a
change order prior to the change order deadline Village at its discretion may accept the change
order as is or with modifications, deny the change order, re -advertise and re -solicit providers for
the required goods or services or terminate this contract. If the Village elects to re -advertise and
re -solicit the need for goods or services the Village will have [Insert Number of Days]
"Solicitation Period" in which to accept the contemplated change order or terminate this contract.
At any time after execution of this Agreement but prior to Seller's delivery of the Goods, the
Village reserves the right at its discretion to change, modify, revise add, or remove any part of its
order for the Goods as described by this Agreement [and any Exhibits, if applicable] . If any such
change to the Village's order causes an increase or decrease in the cost of the Goods or causes a
change in the time required for delivery of the Goods, the Village shall make an equitable
adjustment in the contract price, the delivery schedule, or both. Any change to the Village's
order for the Goods and any subsequent equitable adjustment to the terms of this Agreement
shall be effectuated through a written Amendment to this Agreement as executed by both Parties
pursuant to Section 15. of this Agreement.
4. TERM; TERMINATION; NOTICE: Pursuant to the [enter piggybacked contract
name here], the original contract term [expired/will expire] on [enter date]. [Piggybacked
municipality] renewed the contract through the [Amendment #] to the [piggybacked contract],
extending the term until [enter new expiration date]. This Agreement may be terminated by
either party upon [number (#)] days written notice to the other party. Notice shall be considered
sufficient when sent by certified mail or hand delivered to the Parties during regular business
hours at the following addresses:
Village
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Contractor
Page 25 of 42
Agenda Item #3.
Village of Tequesta [Contractor Name
345 Tequesta Drive &Address]
Tequesta, FL 33469-0273 Attn: [Agent Name]
Attn: [Department]
5. INSURANCE: The Contractor shall provide proof of workman's compensation
insurance and liability insurance in such amounts as are specified in Exhibit "A" and shall name
the Village as an "additional insured" on the liability portion of the insurance policy.
6. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and
hold harmless 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 error, omission, negligent
act, conduct, or misconduct of the Contractor, its agents, servants, or employees in the
performance of services under this Agreement. Nothing contained in this provision shall be
construed or interpreted as consent by the Village to be sued, nor as a waiver of sovereign
immunity beyond the waiver provided in Section 768.28, Florida Statutes.
7. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
Florida Department of Management Services within thirty-six (36) months immediately
preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.
8. INDEPENDENT CONTRACTOR:
It is specifically understood that the
Contractor is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agrees that this Agreement is not a contract for employment and that no
relationship of employee —employer or principal —agent is or shall be created hereby, nor shall
hereafter exist by reason of the performance of the services herein provided.
9. INSPECTOR GENERAL: Pursuant to Sections 2-421 2-432 of the Palm
Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to
investigate municipal matters, review and audit municipal contracts and other transactions, and
make reports and recommendations to municipal governing bodies based on such audits,
reviews, or investigations. All parties doing business with the Village shall fully cooperate with
the inspector general in the exercise of the inspector general's functions, authority, and power.
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Agenda Item #3.
The inspector general has the power to take sworn statements, require the production of records,
and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors
and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste,
mismanagement, misconduct, and abuses.
10. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired workers; and (2) verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility
of all newly hired workers. The Contractor shall obtain from each of its subconsultants an
affidavit stating that the subconsultant does not employ, contract with, or subcontract with an
Unauthorized Alien, as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be
amended. The Contractor shall maintain a copy of any such affidavit from a subconsultant for, at
a minimum, the duration of the subcontract and any extension thereof. This provision shall not
supersede any provision of this Agreement which requires a longer retention period. The Village
shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly
violated Section 448.09(1), Florida Statutes, as may be amended. If the Contractor has a good
faith belief that the Contractor's subconsultant has knowingly violated Section 448.09(1),
Florida Statutes, as may be amended, the Village shall notify the Contractor to terminate its
contract with the subconsultant and the Contractor shall immediately terminate its contract with
the subconsultant. In the event of such contract termination, the Contractor shall be liable for any
additional costs incurred by the Village as a result of the termination.
11. SCRUTINIZED COMPANIES: For Contracts under $1 M, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village
may terminate this Agreement at the Village's option if the Contractor is found to have
submitted a false certification as provided under Section 287.135(5), Florida Statutes, if the
Contractor has been placed on the Scrutinized Companies that Boycott Israel List created
pursuant to Section 215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel.
For Contracts over $1 M, the Contractor certifies that it is not on the Scrutinized Companies with
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Agenda Item #3.
Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a boycott of
Israel, and that it does not have business operations in Cuba or Syria, as similarly provided in
Section 287.135, Florida Statutes. The Village may terminate this Agreement at the Village's
option if the Contractor is found to have submitted a false certification as provided under Section
287.135(5), Florida Statutes or if the Contractor has been placed on one of the aforementioned
lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may
terminate this Agreement at the Village's option if the Contractor is engaged in a boycott of
Israel or has been engaged in business operations in Cuba or Syria, as defined in Section
287.135, Florida Statutes.
12. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
13. FORCE MAJEURE: The Contractor shall not be considered in default by
reason of any failure in performance under this Agreement if such failure arises out of causes
reasonably beyond the control of the Contractor or its subcontractors and without their fault or
negligence. Such causes include, but are not limited to: acts of God; acts of war; natural or public
health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual
weather conditions.
14. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed
in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
15. AMENDMENTS & ASSIGNMENTS: This Agreement, all Exhibits attached
hereto, and required insurance certificates constitute the entire Agreement between both parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both parties,
and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or
assign the provision of services called for in this Agreement without prior written consent of the
Village.
16. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes,
the Contractor must keep and maintain this Agreement and any other records associated
therewith and that are associated with the performance of the work described in the Scope of
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Agenda Item #3.
Services. Upon request from the Village's custodian of public records, the Contractor must
provide the Village with copies of requested records, or allow such records to be inspected or
copied, within a reasonable time in accordance with access and cost requirements of Chapter
119, Florida Statutes. A Contractor who fails to provide the public records to the Village, or fails
to make them available for inspection or copying, within a reasonable time may be subject to
attorneys fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties
under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or
confidential records associated with this Agreement or associated with the performance of the
work described in Scope of Services are not disclosed except as authorized by law for the
duration of the Agreement term, and following completion of the Agreement if the Contractor
does not transfer the records to the Village. Finally, upon completion of the Agreement, the
Contractor shall transfer, at no cost to the Village, all public records in possession of the
Contractor, or keep and maintain public records required by the Village. If the Contractor
transfers all public records to the Village upon completion of the Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Agreement, the Contractor shall meet all applicable requirements for retaining
public records. Records that are 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
Village's information technology systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT
lmcwilliams(u,tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
17. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
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Agenda Item #3.
18. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreement shall be construed and enforced in all respects as if the
invalid or unenforceable provision is not contained herein.
19. WAIVER: No waiver by the Village of any provision of this
Agreement shall be deemed to be a waiver of any other provisions hereof or of any
subsequent breach by the Contractor of the same, or any other provision or the enforcement
hereof. The Village's consent to or approval of any act requiring the Village's consent or
approval of any act by the Contractor shall not be deemed to render unnecessary the
obtaining of the Village's consent to or approval of any subsequent consent or approval of,
whether or not similar to the act so consented or approved.
20. ENTIRE AGREEMENT: This [number (#)] page Agreement, including any
Exhibits, constitutes the entire agreement between the parties; no modification shall be made to
this Agreement unless such modification is in writing, agreed to by both parties and attached
hereto as an addendum to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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Agenda Item #3.
VILLAGE OF TEQUESTA
AGREEMENT FOR [ENTER DESCRIPTION OF GOODS/SERVICES]
THIS AGREEMENT FOR [ENTER DESCRIPTION OF
GOODS/SERVICES] is entered into and effective this day of [enter month], 2021 (the
"Effective Date"), by and between the VILLAGE OF TEQUESTA , a Florida municipal
corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and
existing in accordance with the laws of the State of Florida, hereinafter the "Village"; and [enter
contractor name], a Florida [enter company/corporation type] with offices located at [enter
contractor address], hereinafter the "Contractor" and collectively with the Village, the "Parties".
WITNESSETH
The Village and the Contractor, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by both Parties, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Contractor shall provide [enter description of goods/services] pursuant to all
applicable statutory, licensing and Village code requirements. The Parties agree to enter into this
Agreement pursuant to the [Proposal/Quotation/Estimate], which is hereby fully incorporated
into this Agreement and attached hereto as Exhibit "A".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be pursuant to the prices provided in the [order form/price sheet/schedule] found in Exhibit
"A". In consideration for the above Scope of Services [and pursuant to any Exhibits, if
applicable], the Village shall pay the Contractor a total amount not to exceed [enter total amount
in dollars ($XX.xx)]. The goods or services requested shall be delivered/performed in a manner
and location acceptable to the Village on or before [Insert Performance Date] the "Performance
Date".
3. TERM; TERMINATION; NOTICE: This Agreement shall be for a term of
[enter time period] commencing on the Effective Date, and shall renew for additional annual
[enter time length] terms until and unless either party terminates this Agreement. This
Agreement may be terminated by either party upon [written number (#)] days written notice to
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Agenda Item #3.
the other party. Notice shall be considered sufficient when sent by certified mail or hand
delivered to the Parties during regular business hours at the following addresses:
Village
Contractor
Village of Tequesta
[Contractor Name
345 Tequesta Drive
&Address
Tequesta, FL 33469
Attn: Agent Name]
Attn: [Division Head]
4. CHANGE ORDERS: Seller is aware that price and time are of the essence in
this contract and that prompt and timely performance of all such obligations is strictly required.
If conditions change that would require an increase in price, scope, or time for performance
Seller must notify the Village in writing detailing the conditions that have changed and
requesting a change order to the contract within [X number of days] prior to the performance
date "Change Order Deadline". Change orders submitted after the change order deadline will not
be considered. Seller shall not proceed with any change to its obligations under a change order
request unless documented in a Change Order executed by both Parties. If Seller requests a
change order prior to the change order deadline Village at its discretion may accept the change
order as is or with modifications, deny the change order, re -advertise and re -solicit providers for
the required goods or services or terminate this contract. If the Village elects to re -advertise and
re -solicit the need for goods or services the Village will have [Insert Number of Days]
"Solicitation Period" in which to accept the contemplated change order or terminate this contract.
At any time after execution of this Agreement but prior to Seller's delivery of the Goods, the
Village reserves the right at its discretion to change, modify, revise add, or remove any part of its
order for the Goods as described by this Agreement [and any Exhibits, if applicable]. If any such
change to the Village's order causes an increase or decrease in the cost of the Goods or causes a
change in the time required for delivery of the Goods, the Village shall make an equitable
adjustment in the contract price, the delivery schedule, or both. Any change to the Village's
order for the Goods and any subsequent equitable adjustment to the terms of this Agreement
shall be effectuated through a written Amendment to this Agreement as executed by both Parties
pursuant to Section 15. of this Agreement.
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Agenda Item #3.
5. INSURANCE:
The Contractor shall provide proof of workman's compensation
insurance and liability insurance in such amounts as deemed sufficient by the Village and shall
name the Village as an "additional insured" on the liability portion of the insurance policy.
6. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and
hold harmless 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 error, omission, negligent
act, conduct, or misconduct of the Contractor, its agents, servants, or employees in the
performance of services under this Agreement. Nothing contained in this provision shall be
construed or interpreted as consent by the Village to be sued, nor as a waiver of sovereign
immunity beyond the waiver provided in Section 768.28, Florida Statutes.
7. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
Florida Department of Management Services within thirty-six (36) months immediately
preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.
8. INDEPENDENT CONTRACTOR:
It is specifically understood that the
Contractor is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agree that this Agreement is not a contract for employment and that no
relationship of employee —employer or principal —agent is or shall be created hereby, nor shall
hereafter exist by reason of the performance of the services herein provided.
9. INSPECTOR GENERAL: Pursuant to Sections 2-421 2-432 of the Palm
Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to
investigate municipal matters, review and audit municipal contracts and other transactions, and
make reports and recommendations to municipal governing bodies based on such audits,
reviews, or investigations. All parties doing business with the Village shall fully cooperate with
the inspector general in the exercise of the inspector general's functions, authority, and power.
The inspector general has the power to take sworn statements, require the production of records,
and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors
and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste,
mismanagement, misconduct, and abuses.
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Agenda Item #3.
10. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired workers; and (2) verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility
of all newly hired workers. The Contractor shall obtain from each of its subconsultants an
affidavit stating that the subconsultant does not employ, contract with, or subcontract with an
Unauthorized Alien, as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be
amended. The Contractor shall maintain a copy of any such affidavit from a subconsultant for, at
a minimum, the duration of the subcontract and any extension thereof. This provision shall not
supersede any provision of this Agreement which requires a longer retention period. The Village
shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly
violated Section 448.09(1), Florida Statutes, as may be amended. If the Contractor has a good
faith belief that the Contractor's subconsultant has knowingly violated Section 448.09(1),
Florida Statutes, as may be amended, the Village shall notify the Contractor to terminate its
contract with the subconsultant and the Contractor shall immediately terminate its contract with
the subconsultant. In the event of such contract termination, the Contractor shall be liable for any
additional costs incurred by the Village as a result of the termination.
11. SCRUTINIZED COMPANIES: For Contracts under $1 M, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village
may terminate this Agreement at the Village's option if the Contractor is found to have
submitted a false certification as provided under Section 287.135(5), Florida Statutes, if the
Contractor has been placed on the Scrutinized Companies that Boycott Israel List created
pursuant to Section 215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel.
For Contracts over $1 M, the Contractor certifies that it is not on the Scrutinized Companies with
Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a boycott of
Israel, and that it does not have business operations in Cuba or Syria, as similarly provided in
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Agenda Item #3.
Section 287.135, Florida Statutes. The Village may terminate this Agreement at the Village's
option if the Contractor is found to have submitted a false certification as provided under Section
287.135(5), Florida Statutes or if the Contractor has been placed on one of the aforementioned
lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may
terminate this Agreement at the Village's option if the Contractor is engaged in a boycott of
Israel or has been engaged in business operations in Cuba or Syria, as defined in Section
287.135, Florida Statutes.
12. ATTORNEY' S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
13. FORCE MAJEURE: The Contractor shall not be considered in default by
reason of any failure in performance under this Agreement if such failure arises out of causes
reasonably beyond the control of the Contractor or its subcontractors and without their fault or
negligence. Such causes include, but are not limited to: acts of God; acts of war; natural or
public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual
weather conditions.
14. CHOICE OF LAW; VENUE: This Agreement shall be governed and
construed
In accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
15. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits
attached
hereto, and required insurance certificates constitute the entire Agreement between both Parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both Parties,
and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or
assign the provision of services called for in this Agreement without prior written consent of the
Village.
16. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated therewith
and that are associated with the performance of the work described in Scope of Services. Upon
request from the Village's custodian of public records, the Contractor must provide the Village
with copies of requested records, or allow such records to be inspected or copied, within a
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Agenda Item #3.
reasonable time in accordance with access and cost requirements of Chapter 119, Florida
Statutes. A Contractor who fails to provide the public records to the Village, or fails to make
them available for inspection or copying, within a reasonable time may be subject to attorney's
fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section
119.10. Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential
records associated with this Agreement or associated with the provision of services contemplated
herein are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the Contractor does not transfer the records to the
Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to
the Village, all public records in possession of the Contractor, or keep and maintain public
records required by the Village. If the Contractor transfers all public records to the Village upon
completion of the Agreement, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the Agreement, the
Contractor shall meet all applicable requirements for retaining public records. Records that are
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 Village's information technology
systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT
lmcwilliams(&tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
17. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
18. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
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Agenda Item #3.
Agreement and this Agreement shall be construed and enforced in all respects as if the
invalid or unenforceable provision is not contained herein.
19. WAIVER: No waiver by the Village of any provision of this Agreement shall be
deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Contractor of the same, or any other provision or the enforcement hereof. The Village's
consent to or approval of any act requiring the Village's consent or approval of any act by
the Contractor shall not be deemed to render unnecessary the obtaining of the Village's
consent to or approval of any subsequent consent or approval of, whether or not similar to
the act so consented or approved.
20. ENTIRE AGREEMENT: This [number (#)] page Agreement constitutes the entire
agreement between the parties; no modification shall be made to this Agreement unless such
modification is in writing, agreed to by both parties and attached hereto as an addendum to this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
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