HomeMy WebLinkAboutAgreement_General_2/9/2023_Duval FordVILLAGE OF TEQ>(: ESTA
AGREENTE1VT FOR THE PURCHASE OF
A FORD F-250 XL SUPER MJTV CAB 4X4 FROM DUVAL FORD
JiTS VEHICLE PURCHASE AGREEMENT is entered into and effective this
day ofJetN23 (the "Effective Date"), by and between the V I I, i.A G E OF TE Q U E S TA,
a Florida municipal corporation with offices located at 345 Tcquesta Drive, Tequesta, Florida
33469, organised and existing in accordance with the laws of the State of Florida, hereinafter the
"Village"; and Duval Ford, a Florida company with offices located at 5203 Waterside I)r,
Jacksonville, FL 322 10, 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 fatties, hereby agree as follows:
I. 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,
a Ford F-250 XL Super Duty Super Cab 4x4, hercina(tcr the "Goods," pursuant to all applicable
statutory, licensing and Village code requirements. The Parties agree to enter into this Agreement
pursuant to the Proposal, which is hereby filly incorporated into this Agreement and attached
hereto as Exhibit "A" and in conjunction with the Florida Sherifl's Association Cooperative
Purchasing Agreement FSA 22-VEL-30 / FSA 22-VE1120. Said cooperative purchasing
agreement, including its terns, conditions, specilications, and attached exhibits/amendments, are
hereby billy incorporated into this agreement. 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 arc described in this Agreement or any tarns of the Florida
Sheriff's Association Cooperative Purchasing Agreement FSA 22-VFI.-30 / FSA 22-VEH2O.
Failure of the Seller to adhere to any portion of this Agreement, or the I+SA Cooperative Purchasing
Agreement including but not limited to the quantity, quality, or materials of the Goods used shall
constitute a fundamental breach under this Agreement.
2. C:ONIPENSATION: In consideration for the Goods described in greater derail
above, pricing shall be pursuant to the prices provided in the proposal 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 fifty-two thousand four hundred and
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seventy-two dollars ($52,472.00). Payment shall be within 30 days Of the Village's receipt of the
Goods. The goods shall be delivered in a manner and location acceptable to the Village the
"Performance Date".
3. CftANGE ORDERS: Seller is aware that price and tatne 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 ail increase in price, scope, or tinne for performance Seller
must notify the Village in writing detailing the conditions that have changed and requesting a
change order to the contract within 30 days prior to the performance date "Change Order
Deadline". Change orders submitted after the change order deadline will not he considered. Seller
shall not proceed with any change to its obligations under a change order request unless
documented in a written 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 requirred
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 30 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 (foods 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 tbrough a written Amendment to
this Agreement executed by both Parties pursuant to Section 17 of this Agreement.
4. DELIVERY; RISK OF LOSS: Unless otherwise stated in Exhibit "A", the Seller
shall deliver the Goods by 12/31/2023, if produced as a 2023model, FOB (free on Board)
Destination. The Village shall have the right to change the date of delivery with 30 days 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 collected by the Village, the
Village assumes all responsibility for and risk of damage to such Goods.
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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 30 days to inform the Seller of any detect 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 30 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
tertxtinate this Af7eentent, return of VWage's consideration, and shall have the right to any other
legal or equitable remedies available.
6. TERMINATION. NOTICE.: This Agreement may be tenninated by either party
upon 30 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 Tcquesta
Jared Davis
345 Tequesta Drive
5203 'Waterside Dr.
'requesta, FL 33469-0273
Jacksonville, FL. i2210
Jared.davis@d uvalmotor.com
7. INSURANCE: The Seller shall provide proof of insurance in connection with the
shipment of the Goods in such amounts as deemed sufficient by the Village. The Seller shall also
narcre the Village as an "additional insured" on the liability portion of the insurance policy.
8. INDENI1i 1IFICATION: The Seller shall at all times indcnmify, defend and hold
harmless the Village, its agents; servants, and employees, from and against any clai n, demand, or
cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct,
or misconduct of the SellQr, its agents, servants; or employees in the delivery of the Goods 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 768.29, Florida Stcautes.
9. WARRANTIES AND REPRESENTATIONS: 11e Seller hereby warrants
and represents to the Village that:
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(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 arc 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 purstiant to this Agreement will, under normal use, be free from
defects in material and workmanship and function properly for a reasonable time.
10. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or perfonning 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 preceduig the date
hereof This notice is required by Section 287.133(3)(a), ,Florida Statutes.
11. INSPEC'FOR GENERAL: Pursuant to Article Xll 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 to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and
abuscs.
112. F,-'4 ERIFY 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
subcousultants 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 r orker .
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The Seller shall obtain from each of its sub -consultants an affidavit stating that the sub -consultant
does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined
in Section 448.095(t)(k), Florida Statutes, as may be amended. The Seller shall maintain a copy
of any such affidavit from a sub -consultant for, at a minimum, the duration of the subcontract and
any cxtensiont thereof. This provision shall not supersede any provision of this Agreement that
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 44$.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(l ), Florida Statute.v, as may be amended, the Village shall notify the Seller to
terminate its contract with the sub -consultant and the Seller shall inrunediately tenni.nate its
contract with the sub -consultant- In the event of such contimct termination, the Seller shall be liable
for any additional costs incurred by the Village as a result of the termination.
13. SCRUTINIMD COMPANIES: For Contracts under S1 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 lnay
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,
Vlorida Statutes, or if Seller is engaged in a boycott of Israel. For Contracts over S i M, the Scllcr
certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sectorl,ist., or the Scmlinized 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 Statures. 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 becn placed
on one of the aforementioned lists created pursuant to Section 215.4125, -1O rida Statutes.
Additionally, the Village way terminate this Agreement at the Village's option if the Seller is
engaged in a boycott of Israel or has been engaged iti business operations in Cuba or Syria, as
defined in Section 28 7.135, Florida Statutes.
14. ATTORNEY'S FEES: In the event, a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorneys fees, including fees on appeal.
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15. FORCE MAJEURE: The Seller shall not be considered in default by reason of
any failure in perfortnance 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 orpublic 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 Reach 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 Patties;
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 the prior written consent of the Village.
18. PUBLIC.. RECORDS: In accordance with Section 119.0701, i-7orida 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 V illage, or fails to make them available for inspection or copying, within
a reasonable time maybe subject to attorney's fees and costs pursuant to Section 119.0701, Florida
Statutes, and other penalties under Section 119.10, Florida Statutes. Farther, 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 exeittpt or confidential and exempt from public records disclosure requirements. If the
Seller keeps and maintains public records upon completion ofthe Agreement, the Seller shall meet
all applicable requirements for retaining public records. Records that are stored electronically
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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 infonnation technology systems.
IF THE SELLERHAS 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 CUSTODLAN
FOR THE VILLAGE, AT (561) 768-06859 OR A7' lmcwiRiams(ci,tepuesta.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. SEVERARILTTY: 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
decreed 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 acquiring the Village's consent or approval of any act by the Seller 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 eight 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 addend urn to this
Agreement.
23. AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf of
either Party individually warrants that he or she has the full legal power to execute this agreement
on behalf of the Party for whom he or she is signing and bind and obligate such party with respect
to all provisions contained in this agreement.
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[REMAINDER OF PAGE LENT INTENTIONALLY BL.ANKJ
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES:
+r M
ATTEST:
� &Z ff)k,) •
d.'
Lori McWilliams, ]V&MC
Village Clerk
DUVAL FORD
red Davis
52V Waterside Dr,
Jacksonville, Florida, FL 3221 Q
(Corporate Seal)
VILLAGE OF TEQUESTA
By: Molly Yo avor
Page 9 of 8
180 X2B
EXHIBIT A
FLO IR on' . We appreciate your Interest and the opportunity to quote. Pricing references the FLORIDA SHERIFFS ASSOCIA T/ON LIGHT
.:. VEHICLE CONTRACT F&4 22--VEL30 f FSA 22-VEH2O. lfyou have any questions regarding this quote please calls Note, Vehicle
will be ordered white exterior unless specified on purchase order. Shipping and Invoicing Instructions are required on agency
i purchase order.
X2131 SOUTH FORD F-250 XL SUPER DUTY SUPER CAB 4X4 (X2B) $ 45,207.00 $ 45,207.00
X2B XL
SuperCab 4X4— 6 %' Box
BASESPEC
BASESPEC
Z1/AS
Oxford White exterior/Medium Earth Gray interior
$
$ -
996144S
6.81- 2 Valve Gas SOHC EFI NA V8 (Flex Fuel)/TorgShift•-G Six-
$
$
90L
Power Equipment Group
$
$
r
534
F-250 COMPLETE TRAILER TOW PACKAGE — HD
Availability:
• Optional on XL, XLT, Includes trailer plug 6 or 7 way
• Includes hardware pack: Class IV Ball Mount, 2" Ball, Sleeve reducer, pin and clip
• Recommend Trailer Brake Controller(TBC) (52B)—XLSRW
• Recommend Locking Differential
$ 1,485.00
$ 1,485.00
52B
Trailer Brake Controller (TBC) (Verified to be compatible w/select electric over hydraulic brakes; 7 & 4-way combo
$ 299.00
$ 299.00
18B SUPER
Platform Running Boards
$ 444.00
$ 444.00
85S
Tough Bed* (spray -in bedliner; includes tailgate -Guard, black box bed tie -down hooks and black bed attachment bolts;
$ 594.00
$ 594.00
96D
XL Driver Assist Package
$ 729.00
$ 729.00
874
360-Degree Camera Package (Requires 96D)
$ 1,149.00
$ 1,149.00
Ind BUS w/ cross -traffic alert, rear parking sensors, reverse sensing system w/ reverse brake assist
$
t
LED PKG 1
4 Corner Flashing System (2 Surface Mounted In Grille, 2In Tail Lights) (Specify color at time of order) MCRNS`,
$ 810.00
$ 810.00
r
Note:
COLOR: AMBER/WHITE
$
$
LED PKG 3
16" Mini Whelen Led Century Light Bar -Amber light with Clear- MCI6PCA, also available with Amber Lenses
$ 605.00
$ 605.00
't`
AUWTBS-72
HD Aluminum Side Mounted Toolbox 72" Long, Price per side
$ 575.00
$ 1,150.05
•
rr
TOTAL QUANTITY 1 TOTAL PURCHASE $ 52,472.00
180 X2B TEQUESTA ID
0
PRO"
Nathan Oscarson
Government Sales
VILLAGE OF TEQUESTA:
16800 Executive Plaza Dr
Dearborn, MI 48126
Ford ProTM is excited to begin taking orders for the all -new 2023 model year (23MY) Super Duty®
starting in mid -November. The next -generation 2023 Ford F-Series Super Duty takes our trusted
heavy-duty truck to the next level with must -have tech such as Pro Power Onboard", and our
exclusive suite of software and services that help maximize uptime, accelerate productivity and
lower the cost of ownership.
Given the shortened model year, continuing microchip shortage and global supply chain
disruptions, we anticipate an over -subscribed Super Duty government order bank.
To avoid uncertainty about the quantity of trucks we will be able to supply, I'm pleased to
introduce our Super Duty Allocation Program. Under this new program, we will reserve production
slots for our best Super Duty state and local government partners. This pilot program will provide
transparency, certainty and allow you to better plan for your future fleet needs.
Based on your five-year average Super Duty purchase history, Ford has placed you on the
waitlist for the 23MY. If Ford provides you allocation to fulfill an order, your dealer will inform
you at that time.
While every effort will be made to supply your projected allocation, please remember that orders
in the dealer's order banks are no guarantee of future production. In addition, inflation and
significant rises in raw material costs are impacting new vehicle pricing. We will not guarantee
price protection on unbuilt 22MY orders that are re-entered into the 23MY order bank. However,
once a purchase order is submitted to your Ford dealership, we will honor the current price level
throughout the entire model year, regardless of when the Super Duty is produced or delivered.
We appreciate your understanding as we work through these challenging times. Please contact
your dealership representative for complete details. Thank you again for your loyalty and support
of the Ford brand.
Sincerely,
National Government Sales Manager