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HomeMy WebLinkAboutAgreement_General_9/12/2024_Advantage Communications, Inc VILLAGE OF TFQUESTA AGREEMENT FOR RADIO ANTENNA MAINTENANCE AND TRAINING THIS AGREEMENT FOR radio antenna maintenance and training is entered into and effective this I ;N day of 2024(the"Effective Date"),by and between the VILLAGE OF TFQUESTA, 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 Advantage Communications, INC, a Florida corporation with offices located at 515 South Highlands Drive, Hollywood Florida, FL 33021, 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 radio antenna maintenance and training pursuant to all applicable statutory, licensing, and Village code requirements.The Parties agree to enter into this Agreement pursuant to the attached proposal, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit"A". 2. COMPEI\SAIJON: In consideration for the above Scope of Services, pricing shall be pursuant tn the prices rmvided in the proposal 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 $19,700.00. The goods or services requested shall be delivered/performed in a manner and location acceptable to the Village on or before November, 30, 2024 the"Performance Date'. 3. TERM;TERMINATION;NOTICE: This agreement terminates upon the completion of all eligible work and payment of all eligible costs in accordance with the contract requirements. This Agreement may be terminated by either party upon 30 days written notice to Page 1 of 8 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 Advantage Communications, INC 345 Tequesta Drive 515 South Highlands Drive Tequesta,FL 33469 Hollywood Florida, FL 33021 Attn: Utilities Department 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 30 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 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 anyExhibits, if applicable. Many 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 etfiectuated through a written Amendment to this Agreement as executed by both Parties pursuant to Section 15. of this Agreement. Page 2 of 8 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 Stalules. 7. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.1.32-133, 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. DISCRIMINITORY VENDOR'S: In accordance with Section 297.134. Florida Statutes,an entity or affiliate who has been placed on the Discriminatory Vendor List,kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity,and may not transact business with any public entity. 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 discriminatory vendor lists maintained by the State of Florida Department of Management Services list. Page 3 of 8 9. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Roth 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. 10. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector Gencral 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 Iobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 11. E-VERIFV 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 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 Contractor shall maintain a copy of any such affidavit from a sub-consultant 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 Statute., 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 Page 4 of 8 amended, the Village shall notify the Contractor to terminate its contract with the sub-consultant and the Contractor shall immediately terminate its contract with the sub-consultant. 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. 12. SCRUTINIZED COMPANIES: For Contracts under SIM, 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 $IM. 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 Slalutec. 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. 13. 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. 14. FORCE MAJEURF.: 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 Page 5 of 8 emergencies; labor disputes: freight embargoes; and abnormally severe and unusual weather conditions. M 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. 16. 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. 17. 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 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 attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Furtber, 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 1.'or 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 Page 6 of 8 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 CUSTODIA-NV FOR THE VILLAGE, AT (561) 768-06M, OR AT IntcwiUfams(Wteguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 18. HEADINGS: The headings contained in this Agrccmcnt are provided for convenience only and shall not be considered in construing, interpreting. or enforcing this Agreement. 19. SEVIERAKII.ITY: 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 he construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 20. 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 suinc, or any other pruti ision or the enforcement herc;of. 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. 21. ENTIRE AGREEMENT: This right page Agreement constitutes the entire agreement between the parties: no modification shall be made to this Agreement wtless such modification is in ,melting. agreed to by both parties, and attached hereto as an addendum to this t�e.reement. Page 7 of 8 22. AUTHORITY TO OBLIGATI':: 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: ADVANTAGE COMMUNICATIONS, INC. (Sign &Print) jV s By(Print Namc): 'Z I Title of Authorized Signatory: (Corporate Sea]) VILLAGE OF TEQUESTA , By: Molly Your ayor Lov i m Wi i F TFQ,,,, > SEAL D (Seal) INCORPORATED; 4 1g QQ Page 8 of 8 EXHIBIT A A C� ADVANTAGE COMMUNICATIONS, INC. 30+ Years of Excellence in Mission Critical and Life Safety Radio Networks Accelerating the State of the Art is Our Mission PROPOSAL RF Consulting, Radio Network Design, FCC Licensing Specializing in:Mission Critical Utility, Public& Life Safety Networks Office Phone: 954-961-2642 Mailing address: 515 South Highlands Drive, Hollywood, FL 33021 IRS Form W9: https://www.advantage-com.com/w9/w92024 Internet Address:www.advantage-com.com Email POs to: mark.lavallee@advantage-com.com Customer: Village of Tequesta Date: Tuesday, July 30t", 2024 Project Name: SCADA Radio RTU Antenna Mount Repairs, Spares & Training Proposal Number: 073024 - SCADA Radio RTU Antenna Mount Repairs, Spares & Training Description Well 7 RTU has a coaxial cable that is exposed to lawn mower / weed wacker line as it exits the grass unprotected. Existing cable is damaged by water intrusion. ACI will replace and reroute the coax Also we will produce a custom fabricated heavy duty stainless steel / galvanized steel hardware, 5" light pole to 2" antenna mast bracket and install. This will allow the antenna system to survive high wind storm trauma. $ 6,000.00 Well # 25 is damaged due to wind storm stresses on existing light pole to antenna mast problematic hardware. ACI will remove the problematic hardware and replace it with heavy duty stainless steel / galvanized steel hardware. $ 6,000.00 Recommended Spare Parts = 1 quantity Radio 4 RF Aprisa $ 2,000.00, 2 quantity PCTEL 3 Element 220 MHz RTU Antennas $ 1,200 Lot price, 2 quantity Spare Media Access Converter for fiber to serial $ 500.00 lot price. Total for spare parts is $ 3,700.00 Training and new radio network Install documentation with archive storage, to include Master Radio configuration file and RTU radio configuration file archives. Radio's internal antenna troubleshooting mechanism, Radio's important parameters reading and understanding. 1 day class $ 4,000.00 APPROVED BY: Sub. Total $ 19,700.00 Florida Sales Tax N/A Jeremy Allen, Village Manager + Village of Tequesta, FL Proposal Amount $ 19,700.00 Terms: a late charge of 1.5%per month will be applied to any unpaid balance after 30 days from the invoice date. Thank you for the opportunity to quote this project.