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HomeMy WebLinkAboutDocumentation_Regular_Tab 16_6/12/2025 Agenda Item #16. Regular Council STAFF MEMO x Meeting: Regular Council - Jun 12 2025 Staff Contact: Doug Chambers, Director of Public Department: Public Works Works Consider approval of an Agreement for Fleet Maintenance and Repair Services with Al Packer Ford, Apex Garage Inc., and St. Lucie Battery and Tire SUMMARY: Village of Tequesta operates and maintains a fleet of approximately 80 vehicles, encompassing police, fire-rescue, utility, public works, parks and recreation and the building department. Regular maintenance and prompt repair of these vehicles are critical to ensure operational readiness and service delivery to the public. The previous three-year fleet maintenance and repair contract with Tequesta Tire expired on January 13, 2025. The Public Works Department initiated a competitive procurement process to secure a new agreement to ensure continuity of services and improve responsiveness. On March 19, 2025, the Village issued a Request for Proposals, RFP PW-2-14-25-DC-1 for Fleet Maintenance and Repair Services. The solicitation was publicly advertised on DemandStar with proposals due by April 23, 2025. The Village received timely proposals from the following firms: 1. Al Packer Ford 2. Apex Garage Inc. 3. St. Lucie Battery and Tire A Selection Committee composed of: • Chief Gus Medina, Tequesta Police Chief • Wayne Cameron, Building Official • Doug Chambers, Public Works Director conducted a review of all proposals and met on April 30, 2025 to evaluate and finalize their recommendation. Following deliberation, the committee unanimously recommended awarding contracts to all three proposers. The decision was based on criteria including pricing, location, turnaround time, capacity, and service scope. Awarding to all three qualified vendors provides the Village with increased operational flexibility and reduces service downtime. This multi-award approach allows the Village to distribute service needs based on vendor availability, vehicle type, and the nature of required repairs. This is especially important for ensuring rapid service turnaround time. Contract Terms: • Initial Term: Five (5) years from the date of execution • Renewal Option: One (1) five-year extension, subject to mutual agreement and fixed pricing as stipulated in the proposal documents All selected vendors agreed to the terms and conditions in the RFP, and all pricing remains fixed for the duration of both the initial and optional renewal periods. Fiscal Impact: Page 352 of 426 Agenda Item #16. The costs associated with this agreement will be incurred on an as-needed basis and budgeted annually within each respective departmental budget. There is no minimum spending guarantee. Please contact the Public Works Department at 561-768-0482 to request the complete bid documents. 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. BUDGET • - • BUDGET AMOUNT N/A AMOUNT AVAILABLE N/A EXPENDITURE AMOUNT: N/A FUNDING SOURCES: N/A IS THIS A PIGGYBACK: ❑ Yes ❑x N/A DID YOU OBTAIN 3 QUOTES? ❑ Yes ❑x N/A COMMENTS/EXPLANATION ON SELECTIONThe costs associated with this agreement will be incurred on an as-needed basis and budgeted annually within each respective departmental operating budgets. There is no minimum spend guarantee. FY2025 RFP# PW-2-14-25-DC-1 Fleet Mainteance and Repair Services Village of Teguesta Fleet Bid Formatted Al Packer Agreement Apex Garage Agreement St Lucie Battery and Tire Agreement Al Packer Ford Bid Sheet Apex Garage Inc. Bid Sheet St. Lucie Battery and Tire Bid Sheet Page 353 of 426 Agenda Item #16. Village of Tequesta Request for Proposals Fleet Maintenance and Repair Services Agreement RFP# PW-2-14-25-DC-1 RFP Due Date: April 23, 2025, at 3:00 P.M. 1. OBJECTIVE The Village of Tequesta invites written proposals from qualified contractors to provide fleet maintenance services for a term of five (5) years. This Agreement shall be for a term of Five (5) years commencing on the Effective Date, with the option to extend the agreement for an additional Five (5) years. Both parties must reach a mutual agreement to extend the contract. An extension of the contract requires an amendment and approval from the Village Council. This Request for Proposals (RFP) outlines the required scope of services and specifies the minimum information that must be included in the proposal. Failure to comply with the RFP requirements may result in disqualification. 2. GENERAL INFORMATION The Village of Tequesta seeks to contract with a qualified provider for comprehensive fleet maintenance and repair services. This includes tracking, scheduling, performing, and following up on all routine preventative maintenance and necessary repairs for the various vehicles in the Village's fleet. A general list of Village vehicle types is included in the Cost Proposal document marked Exhibit A. It is the Village's intent to award a Fleet Maintenance and Repair Services Agreement to the selected contractor. However, the Village reserves the right to reject any proposal that does not comply with the agreement's requirements and provisions. Additionally, the Village may choose not to award a contract due to unforeseen circumstances or if it is determined to be in its best interest. The contract will be awarded based on the contractor's demonstrated ability and performance in providing these services. This agreement will not necessarily be awarded to the lowest-cost respondent. Page 354 of 426 Agenda Item #16. The Village of Tequesta does not guarantee a specific volume of work, as the scope may fluctuate based on the Village's annual needs and fleet requirements. Additionally, the Village reserves the right to engage other contractors, including dealerships, when necessary to ensure the highest quality service for a particular vehicle. 3. SCOPE OF SERVICES The selected contractor(s) shall provide all necessary materials, equipment, labor, and incidentals to perform fleet maintenance and repair services. The contractor must have adequate shop and storage facilities within a reasonable distance of the Village limits, equipped with the necessary staff, materials, and equipment to perform all routine maintenance and repair services efficiently. The contractor is required to maintain all Village vehicles to the highest professional standards, adhering to manufacturers' operations and maintenance manuals and servicing recommendations to ensure the longevity of the fleet and the preservation of all applicable manufacturers' warranties. All services must be performed in compliance with applicable laws and regulations. While the Village prefers that the contractor has the capability to perform all required services in-house, the use of subcontractors is permitted under specific conditions. If a contractor intends to subcontract any portion of the services, they remain fully responsible for all aspects of the work, including billing, reporting, scheduling, delivery, work quality, and warranty obligations. Any proposed subcontractors must be disclosed in the RFP response, including references, and must receive prior approval from the Village. Additionally, the contractor must be properly licensed in the State of Florida, holding a valid Bureau of Automotive Repair license and any other relevant certifications necessary to perform the services outlined in this RFP. 4. TENTATIVE SCHEDULE • RFP Release Date: March 19, 2025 • Deadline to submit questions: April 9, 2025, at 3:00 PM • Proposals Due: April 23, 2025, at 3:00 PM deadline • Selection Committee review and recommendation: April 30, 2025, at 10:00 AM Page 355 of 426 Agenda Item #16. 5. PROPOSAL REQUIREMENTS `Responses to this RFP must include completion of the following Exhibits: Exhibit A: Cost Proposal Form (Complete, Sign and submit Excell Document) Exbibit B: Proposers Statement of Qualifications Form Exhibit C: Professional Services Agreement (Signed) Exhibit D: Conflict of Interest Disclosure Form Exhibit E: Confirmation of Drug-Free Workplace Certificate Exhibit F: Village Clerks ADA Compliance Statement Form Exhibit G: E-Verify Affidavit Form Exhibit H: Offeror's Acknowledgement Form Exhibit I: Acknowledgement of Addenda Form Exhibit J: Notification of Public Records Form Exhibit K: Notice of Public Entity Crimes Law Form Exhibit L: Checklist 6. EVALUATION CRITERIA AND SELECTION PROCESS The Village intends to select the contractor that offers the best combination of qualifications and cost proposal, evaluated based on the following selection criteria. Criteria Wsight Cost Proposal 30 Experience of Key Personal 25 Relevant Work Experience 20 Location of Shop and Storage Facilities 10 Completeness of the Proposal 10 Customer References 5 Total 100 Points The selection committee will evaluate, and rank proposals based on the materials submitted by the proposing contractors and will make a recommendation to the Village Council. The Village reserves the sole discretion to assess compliance, as well as to determine whether a bidder meets the criteria for responsiveness and responsibility. The RFP process strictly prohibits any practices that could result in unlawful activity, including but not limited to rebates, kickbacks, or other improper considerations. Additionally, Village employees are prohibited from participating in the selection process if they have a relationship with any individual or business entity seeking a contract under this RFP that would create a conflict of interest. Page 356 of 426 Agenda Item #16. 7. SUBMISSION DEADLINE AND REQUIREMENTS Proposals will only be accepted electronically through E-bidding via DemandStar at www.demandstar.com. All proposals must be submitted through the DemandStar website no later than Wednesday, April 23. 2025, at 3:00 p.m. Proposals received after the deadline will not be considered. Other Requirements: 1. The proposal shall be signed by an authorized official of your firm. 2. The proposal shall be valid for a minimum of 90 days. 3. The Village of Tequesta reserves the right to reject any or all proposals, to modify the RFP, or to cancel the RFP. 8. QUESTIONS All inquiries regarding this RFP must be submitted via email to Doug Chambers, Director of Public Works, at dchambers@tequesta.org. The deadline for submitting questions is April 9, 2025, by 3:00 p.m. Responses to all questions will be posted on the DemandStar website at www.DemandStar.com. 9. LIMITATIONS This Request for Proposals (RFP) does not obligate the Village to award a contract, cover any costs incurred in proposal preparation, or procure services or supplies. The Village reserves the right to accept or reject any or all proposals submitted in response to this RFP or to cancel the solicitation in whole or in part if deemed in the Village's best interest. Page 357 of 426 Agenda Item #16. Exhibit A Cost Proposal Form (See attached Excell Document) Page 358 of 426 Agenda Item #16. io. Technical Specifications The Contractor shall provide comprehensive vehicle maintenance and repair services for Village-owned vehicles, including general and preventive maintenance (PM), routine repairs, and emergency repair services. This includes tracking, scheduling, performing, and following up on all preventive maintenance tasks, as well as routine and major repairs. The Contractor shall ensure that all Village vehicles covered under this agreement remain in a safe, operable condition and are maintained to the highest professional standards. All maintenance and repairs must strictly adhere to manufacturers' servicing recommendations to maximize fleet performance, preserve manufacturers' warranties, and comply with all applicable laws and regulations. All work performed, as well as any equipment or parts supplied by the Contractor, shall be subject to inspection and approval by the designated Village Representative. Any maintenance, repair, or service item that does not pass inspection will not be eligible for payment until the Contractor successfully rectifies the issue and presents the item in an acceptable condition to the Village. Service Standards & Requirements The Contractor shall provide all necessary supplies, parts, personnel, equipment, tools, materials, supervision, and other resources required to perform motor vehicle maintenance, unless otherwise specified. All supplies and materials used must be of Original Equipment Manufacturer (OEM) quality. Upon contract award, the Village will provide the Contractor with the names and contact information of authorized Village Representatives responsible for approving work. The Contractor shall not commence work on any vehicle without prior authorization from a designated Village Representative. Maintenance and repair services shall be conducted at the Contractor's facility unless otherwise pre-arranged for on-site or field service as needed. The Contractor shall assign an experienced and competent Fleet Shop Manager responsible for the effective supervision of all work in progress. The Shop Manager must also be capable of instructing subordinates in proper maintenance procedures and safety protocols. The Contractor shall ensure that all services comply with applicable safety, environmental, and regulatory requirements, including all required recordkeeping and reporting. The Contractor is responsible for the proper disposal of all waste materials generated during the performance of this contract. All hazardous materials must be disposed of in strict accordance with applicable laws and regulations. Relevant records must be maintained and made available for Village inspection within two (2) business days upon request. Page 359 of 426 Agenda Item #16. The Contractor shall prioritize all Village of Tequesta maintenance requests. The turnaround time for Preventative Maintenance Services, including any routine repairs identified during maintenance and minor repairs, shall be one (1) business day. The turnaround time for major repairs shall be two (2) business days, or as otherwise agreed upon by the designated Village Representative. Designated Village Representatives shall have unrestricted access to ongoing and completed work. The Contractor shall provide all necessary means and facilities to allow Village Representatives to monitor work progress and assess the quality of materials used. All work and materials are subject to inspection and approval, and any work or materials failing to meet the satisfaction of the Village Representative must be promptly corrected or replaced at the Contractor's expense. Any defective work or materials must be remedied immediately, regardless of whether they have previously passed inspection. Village Representatives retain the right to reject any unsuitable materials or workmanship. The Contractor is responsible for removing and correcting all deficiencies at their own expense in a manner acceptable to the Village. The Public Works Director or their designee shall have the final authority on matters related to material quality, workmanship, service performance, progress rate, and overall contract fulfillment. The Public Works Director's decision shall be final and binding. The Contractor shall provide vehicle tire replacement and repair services as needed by the Village of Tequesta. The disposal of unserviceable tires shall be the Contractor's responsibility and must be carried out in compliance with all applicable environmental regulations. The Contractor shall ensure that all employees operating Village vehicles possess current and valid professional certifications. All vehicle operators must be licensed by the State of Florida to legally operate vehicles on federal, state, and local roadways as required for the performance of this contract. 11. Repairs Recommended Repairs Following any service, the Contractor may recommend additional repair work. These recommendations must be supported by diagnostic data, industry-accepted performance standards, vehicle history records, mileage, and other relevant factors. Any necessary repairs identified by the Contractor must be submitted in writing, accompanied by a detailed cost estimate, to the designated Village Representative. No repair work shall commence without prior authorization from the Village Representative. Unscheduled Repairs Non-routine maintenance and repair requests, except in emergencies, must be scheduled by appointment through the Village Representative. If a Village employee requests vehicle service directly from the Contractor without prior notification from the appropriate Village Representative, the Contractor must first contact the Village Representative for instructions before proceeding. For after-hours vehicle breakdowns, or if a Village vehicle requires towing or emergency delivery services, the Contractor shall immediately contact the Village Representative for further instructions. Page 360 of 426 Agenda Item #16. 12. Subcontracting requirements The Village prefers that the Contractor has the capability to perform all required services directly. However, subcontracting is permitted under the following conditions: • The Contractor shall not subcontract any portion of the services outlined in this agreement without obtaining prior written approval from the Village. • If subcontracting is approved, the Contractor remains fully responsible for supervising all subcontracted work and ensuring that it meets the same standards as if performed by the Contractor directly. • The Contractor remains solely responsible for fulfilling all obligations under this agreement, regardless of whether the work is subcontracted. • Any subcontractor engaged by the Contractor must be fully insured to the same extent as required under the Professional Services Agreement. The Village reserves the right to: • Disapprove of the use of any subcontractor at its discretion. • Review and assess the qualifications of any subcontractor performing services on Village vehicles and equipment to protect the Village's rights, liabilities, and interests. The Contractor is fully responsible for correcting any defective or substandard work performed by a subcontractor, regardless of whether the Village has reviewed or approved the subcontractor's qualifications. Billing for subcontracted services must comply with the following conditions: • The Village will be charged the lesser of either the subcontractor's actual invoice amount or the agreed-upon contract price. • The Contractor is prohibited from applying any mark-up on subcontractor invoices. • The Contractor is responsible for coordinating and managing all subcontracted work, and these management costs shall be included in the base contract price rather than billed separately. Page 361 of 426 Agenda Item #16. Exhibit B Proposer's Statement of Qualifications Form Please provide the requested information in full. Proposers who do not provide the requested information or submit a full and complete Cost Proposal (Exhibit A) may have their proposal deemed unresponsive during the selection process. All information provided by the proposer will be subject to verification by the Village. 1. CONTRACTOR INFORMATION The primary contact shall be the person with the authority to enter into contracts with the Village. Name of Contractor: Primary Contact and Title: Legal Address of Contractor: Primary Contact Phone Number: Primary Contact Email Address 2. LIST OF SUBCONTRACTORS Provide a list of all subcontractors to perform work on this contract, including relevant licenses, permits, and certifications. Attach relevant information (experience, references) to allow the Village to evaluate the subcontractors as part of the evaluation criteria for this RFP. Subcontractor Name Work to Be Performed Licenses, Certifications, Permits 3. CONTRACTOR'S AND SUBCONTRACTOR'S QUALIFICATIONS Describe the experience your shop has in providing fleet maintenance services, including any relevant work for governmental agencies. Include a description of Contractor's and any subcontractor's core-competency and experience.with similar work.Attach a separate sheet, if necessary. Page 362 of 426 Agenda Item #16. 4. LICENSES AND CERTIFICATIONS Provide a listing of any relevant certifications, permits, or licenses for Contractor's or subcontractor's personnel and equipment use. Include the license number and type and indicate whether the license is held by the Contractor or subcontractor. 5. HEAVY EQUIPMENT Describe any experience and/or certifications your shop has for servicing heavy equipment, such as backhoes, dump trucks, or similar. 6. LIST OF REFERENCES Please provide current references for 3 past or existing commercial clients doing similar work to that specified in this RFP. A. Client: Contact Name/Title Phone Number/ Email Address B. Client: Contact Name/Title Phone Number/ Email Address C. Client: Contact Name/Title Phone Number/ Email Address 7. SHOP OPERATIONS Number of employees:_ Number of years in business: Describe if and how your shop will provide secured parking for Village vehicles left overnight: Page 363 of 426 Agenda Item #16. How will you meet the required turnaround time for PMs and service repairs? Describe how your shop ensures that diagnostic assessments and repair recommendations are necessary. Do you use OEM or aftermarket parts for repairs?❑ 8. PROOF OF INSURANCE In a separate attachment, provide proof of commercial general and automobile liability insurance, as specified in Section 17 of the attached Professional Services Agreement. Contractor's Signature: Date: Page 364 of 426 Agenda Item #16. Exhibit C PROFESSIONAL SERVICES AGREEMENT TEMPLATE (SAMPLE AGREEMENT ATTACHED NEXT PAGE) Page 365 of 426 Agenda Item #16. VILLAGE OF TEQUESTA Fleet Maintenance and Repair Services Agreement THIS AGREEMENT ("Agreement") is entered into and effective this day of , 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 , a Florida with offices located at , hereinafter the "Contractor" and collectively with the Village, the"Parties". RECITALS A. The Village does not have the personnel able and/or available to perform the services required under this Agreement. B. Therefore,the Village desires to contract out for services relating to fleet maintenance services. C. The Contractor warrants to the Village that it has the qualifications, licenses, certifications, experience and facilities to perform property and timely the services under this Agreement. D. The Village desires to contract with the Contractor to perform the services as described in Exhibit "A" of this Agreement. NOW, THEREFORE,based on the foregoing recitals, the Village and the Contractor agree as follows: I. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide Fleet Maintenance and Repair Services pursuant to all applicable statutory, licensing and Village code requirements, including those pertaining to the disposal and use of hazardous substances. The Parties agree to enter into this Agreement pursuant to the Scope of Services and Technical Specifications in this RFP, which is hereby fully incorporated into this Agreement. Contractor's key person assigned to perform work under this Agreement Page 366 of 426 Agenda Item #16. shall not assign another person to be in charge of the work contemplated by this Agreement without the prior written authorization of the Village. 2 COMPENSATION: In consideration for the above Scope of Services, pricing shall be pursuant to the prices provided in the Cost Proposal Form found in Exhibit"A".No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the Public Works Director or his designee. Contractor shall submit to Village, no later than the loth day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The Village shall pay the Contractor all uncontested amounts set forth in the Contractor's bill within 30 days of receipt. 3. TERM: TERMINATION: NOTICE: This Agreement shall be for a term of Five (5) years commencing on the Effective Date, with the option to extend the agreement for an additional Five (5) years. Both parties must reach a mutual agreement to extend the contract. An extension of the contract requires an amendment and approval from the Village Council. This Agreement may be terminated 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 Contractor Village of Tequesta [Contractor Name 345 Tequesta Drive & Address Tequesta, FL 33469 Attn: Agent Name] Attn: Doug Chambers 4 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. 5. 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 Page 367 of 426 Agenda Item #16. 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. 6. INSPECTOR GENERAL: Pursuant to Sections 2-421 to 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. 7. 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 maybe 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 Page 368 of 426 Agenda Item #16. such contract termination, the Contractor shall be liable for any additional costs incurred by the Village as a result of the termination. 8 SCRUTINIZED COMPANIES: For Contracts under $1M, 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$1M, 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 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. 9 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. IQ 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. 11. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached hereto, and required insurance certificates along with the procurement documents 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 Page 369 of 426 Agenda Item #16. Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 12 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. 13. INSURANCE REQUIREMENTS. A. The Contractor, at the Contractor's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: 1. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). The Contractor shall require all subcontractors similarly to provide such compensation insurance for their respective employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the Village at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the Village, its officers, agents, employees, and volunteers for losses arising from work performed by the Contractor for Village. 2. General Liability Coverage. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 3. Automobile Liability Coverage. The Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Contractor shall provide garage keepers legal liability insurance with a limit of no less than the value of all vehicles in custody. B. Endorsements. Each general liability, automobile liability and professional liability insurance policy shall be issued by a financially responsible insurance Page 370 of 426 Agenda Item #16. company or companies admitted and authorized to do business in the State of Florida, or which is approved in writing by Village, and shall be endorsed as follows. Contractor also agrees to require all contractors and subcontractors to do likewise. 1. "The Village, it's elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts, or equipment furnished in connection with such work or operations." 2. This policy shall be considered primary insurance as respects the Village, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the Village, including any self-insured retention the Village may have, shall be considered excess insurance only and shall not contribute with this policy. 3. This insurance shall act for each insured and additional insured as though aseparate policy had been written for each,except with respect to the limits of liability of the insuring company. 4. The insurer waives all rights of subrogation against the Village, its elected or appointed officers, officials, employees, or agents. 5. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its elected or appointed officers, officials, employees, agents, or volunteers. 6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days' written notice has been received by the Village. C. Contractor agrees to provide immediate notice to Village of any claim or loss against Contractor arising out of the work performed under this agreement. Village assumes no obligation or liability by such notice, but has the right (but not the duty)to monitor the handling of any such claim or claims if they are likely to involve Village. D. Any deductibles or self-insured retentions must be declared to and approved by the Village. At the Village's option, the Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. E. The Contractor shall provide certificates of insurance with original endorsements to the Village as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the Village on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the Village at all times during the term of this Agreement. Page 371 of 426 Agenda Item #16. F. Failure on the part of the Contractor to procure or maintain required insurance shall constitute a material breach of contract under which the Village may terminate this Agreement pursuant to Section 11 above. G. The commercial general and automobile liability policies required by this Agreement shall allow Village, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the Contractor(as the named insured) should Contractor fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the Village Attorney and the Finance Director. Contractor understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Contractor as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should Village pay the SIR or deductible on Contractor's behalf upon the Contractor's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, Village may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by Village. 14 USE OF OTHER CONTRACTORS: Contractor must obtain Village's prior written approval to use any Contractors while performing any portion of this Agreement that were not listed in the Proposer's Statement of Qualifications Form. 1S. 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. 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 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 Page 372 of 426 Agenda Item #16. 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) 768-0685, OR AT lmewilliamskfeauesta.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 Agreementshall 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 orapproval Page 373 of 426 Agenda Item #16. of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 20 ENTIRE AGREEMENT: This_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. WITNESSES: [ENTER CONTRACTOR NAME] By: [Enter title] (Corporate Seal) VILLAGE OF TEQUESTA ATTEST: By: Molly Young, Mayor (Seal) Lori McWilliams, MMC Village Clerk Page 374 of 426 Agenda Item #16. Exhibit D CONFLICT OF INTEREST STATEMENT This Request for Proposal is subject to the conflict of interest provisions of the policies and Code of Ordinances of the VILLAGE OF TEQUESTA, the Palm Beach County Code of Ethics, and the Florida Statutes. The Bidder shall disclose to the VILLAGE OF TEQUESTA any possible conflicts of interests. The Bidder's duty to disclose is of a continuing nature and any conflict of interest shall be immediately brought to the attention of the VILLAGE OF TEQUESTA. CHECK ALL THAT APPLY: 11 To the best of our knowledge, the undersigned business has no potential conflict of interest for this Proposal due to any other clients, contracts, or property interests. ❑ To the best of our knowledge, the undersigned business has no potential conflict of interest for this Proposal as set forth in the policies and Code of Ordinances of the Village of Tequesta, as amended from time to time. Fr-1 To the best of our knowledge, the undersigned business has no potential conflict of interest for this Proposal as set forth in the Palm Beach County Code of Ethics, as amended from time to time. F] To the best of our knowledge, the undersigned business has no potential conflict of interest for this Proposal as set forth in Chapter 112, Part III, Florida Statutes, as amended from time to time. IF ANY OF THE ABOVE STATEMENTS WERE NOT CHECKED, the undersigned business, by attachment to this form, shall submit information which may be a potential conflict of interest due to any of the above listed reasons or otherwise. The undersigned understands and agrees that the failure to check the appropriate blocks above or to attach the documentation of any possible conflicts of interest may result in disqualification of your proposal or in the immediate cancellation of your agreement, if one is entered into. COMPANY OR INDIVIDUAL NAME AUTHORIZED SIGNATURE NAME (PRINT OR TYPE) TITLE, IF A COMPANY Page 375 of 426 Agenda Item #16. Exhibit E DRUG-FREE WORKPLACE CERTIFICATE I, the undersigned, in accordance with Florida Statute 287.087, hereby certifythat (Print or Type Name of Firm) • Publishes a written statement notifying that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace named above, and specifying actions that will be taken against violations of such prohibition. • Informs employees about the dangers of drug abuse in the workplace; the firm's policy of maintaining a drug-free working environment and available drug counseling, rehabilitation, and employee assistance programs; and the penalties that may be imposed upon employees for drug- use violations. • Gives each employee engaged in providing commodities or contractual services that are under bid or proposal a copy of the statement specified above. • Notifies the employees that as a condition of working on the commodities or contractual services under bid or proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of or plea of guilty or nolo contendere to any violation of Chapter 1893 or any controlled substance law of the State of Florida or the United States for a violation occurring in the workplace, no later than 5 days after such conviction, and requires employees to sign copies of such written statement to acknowledge their receipt. • Imposes a sanction on or requires satisfactory participation in a drug-abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. • Makes a good faith effort to continue to maintain a drug-free workplace through the implementation of the drug-free workplace program. "As a person authorized to sign this statement, I certify that the business, firm, or corporation named above complies fully with the requirements set forth herein." Authorized Signature STATE OF FLORIDA PALM BEACH COUNTY Date Signed Sworn and subscribed before me by means of physical presence or online notarization on this day of , 20 by ,who is personally known to me or has produced as identification and who did/did not take an oath, in the state and county first mentioned above. Notary Public (affix seal) My Commission Expires: Page 376 of 426 Agenda Item #16. Exhibit F Village Clerk's Office ADA Compliancy Statement The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement /bid documents and specifications]are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement/bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("MC"), Web Accessibility Initiative ("WAI"), available at the Web Content Accessibility Guidelines page. Required Confirmation: I, have read the above compliancy statement and confirm the agreement, bid documents and specifications, including files, images, graphics, text, audio, video, and multimedia, contained within this bid packet are accessible to individuals with disabilities and conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0. Representative Signature Date: Page 377 of 426 Agenda Item #16. Exhibit G E-Verify Affidavit Bid/Proposal Number: Project Description: In accordance with Section 448.095, F.S., Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: 1. All persons employed by the Contractor to perform employment duties within Florida during the term of the contract; and 2. All persons (including SUBCONTRACTORS) assigned by the Contractor to perform work pursuant to the contract. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the Village of Tequesta. The contractor further agrees to retain sufficient evidence of their enrollment in the E-Verify System and provide such evidence to the Village of Tequesta upon request. Sufficient evidence shall consist of a printed copy of the completed E-Verify Company Profile page, obtained from https://www.e-verify.gov. Contractor also agrees to obtain from each of its subcontractors/subconsultants an affidavit stating that the subcontractor/subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(1)(k), F.S. Contractor further agrees to maintain a copy of any such affidavit from a subcontractor/subconsultant for, at a minimum, the duration of the subcontract and any extension thereof. By affixing your signature below, you hereby affirm that you will comply with all E-Verify requirements. Company name Federal Employer Identification No. Signature Date Print Name Title STATE OF FLORIDA PALM BEACH COUNTY Sworn and subscribed before me by means of physical presence or online notarization on this day of , 20 by , who is personally known to me or has produced as identification and who did/did not take an oath, in the state and county first mentioned above. Notary Public (affix seal) My Commission Expires: Page 378 of 426 Agenda Item #16. Exhibit H OFFEROR'S ACKNOWLEDGMENT SUBMIT YOUR PROPOSAL TO DEMANDSTAR AT WWW.DEMANDSTAR.COM RFP# PW-2-4-25-DC-1 Fleet Maintenance and Repair Services Proposal must be received BY April 23, 2025, 3:00 PM Deadline Offeror's Name: (Please specify if a corporation, partnership, other entity or individual) Fed. I D#: Address: Telephone No.: Fax Number: Email Address: Contact representative: The undersigned authorized representative of the offeror agrees to all terms and conditions stated in the RFP, and proposes and agrees that if this proposal is accepted by the Village, the offeror will negotiate with the Village in order to enter into a contract to provide all goods and/or services as stated in this proposal and in accordance with the terms and conditions of the RFP. Authorized Representative's Signature Date Name: Position: Page 379 of 426 Agenda Item #16. Exhibit I ACKNOWLEDGEMENT OF ADDENDA Fleet Maintenance and Repair Services INSTRUCTIONS: COMPLETE PART I OR PART II, WHICHEVER APPLIES PART I: List below the dates of issue for each addendum received in connection with this Solicitation: Addendum #1, Dated Addendum #2, Dated Addendum #3, Dated Addendum #4, Dated Addendum #5, Dated PART II: NO ADENDUM WAS RECEIVED IN CONNECTION WITH THIS SOLICITATION Firm Name Signature Name and Title (Print or Type) Date Page 380 of 426 Agenda Item #16. Exhibit J Notification of Public Records Law Pertaining to Public Contracts and Requests for Contractor Records Pursuant to Chapter 119, Florida Statutes Pursuant to Chapter 119, Florida Statutes, Contractor shall comply with the public records law by keeping and maintaining public records required by the Village of Tequesta in order to perform the service. Upon request from the Village of Tequesta's custodian of public records, Contractor shall provide the Village of Tequesta with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law. Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the Village of Tequesta. Contractor upon completion of the contract shall transfer, at no cost, to the Village of Tequesta all public records in possession of the Contractor or keep and maintain public records required by the Village of Tequesta in order to perform the service. If the Contractor transfers all public records to the Village of Tequesta upon completion of the contract, 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 contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Village of Tequesta, upon request from the Village of Tequesta's custodian of publicrecords, in a format that is compatible with the information technology systems of the Village of Tequesta. 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, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OR DESIGNEE AT 561-768-0440, Imcwi1IiamsC)teguesta.ore, OR BY MAIL AT VILLAGE OF TEQUESTA, 345 TEQUESTA DRIVE, TEQUESTA, FL 33469. Acknowledged by: Firm Name Signature Name and Title (Print or Type) Date Page 381 of 426 Agenda Item #16. Exhibit K PUBLIC ENTITY CRIME AFFIDAVIT SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), FLORIDA STATUES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to [print name of the public entity] By [print individual's name and title] For [print name of entity submitting sworn statement] whose business address is and (if applicable) its Federal Employer Identification Number (FEIN)is . (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: ) 2. I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding or guilt or a conviction of a public entity crime, with or without an adjudication of guilt,in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: a. A predecessor or successor of a person convicted of a public entity crime: or b. An entity under the control of any natural person who is active in the management Page 382 of 426 Agenda Item #16. of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person.A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [indicate which statement applies.] _Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989. ❑ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED, I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA Page 383 of 426 Agenda Item #16. STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. [signature] [date] STATE OF FLORIDA PALM BEACH COUNTY Sworn and subscribed before me by means of physical presence or online notarization on this day of , 20 by , who is personally known to me or has produced as identification and who did/did not take an oath, in the state and county first mentioned above. Notary Public (affix seal) My Commission Expires: Page 384 of 426 Agenda Item #16. Exhibit L Checklist Please check each item and make sure that all required information is included in your proposal submission. Failure to submit this information may result in your submission being rejected as being a non-responsive and responsible Proposer. 1.Proposal Submittal—ONE(1)Executed Original-clearly marked original Ye No 2. Sign and submit the following forms listed • Exhibit A: Cost Proposal Form Ye No • Exhibit B: Proposers Statement of Qualifications Form Ye No • Exhibit C: Professional Services Agreement (Signed) Ye No • Exhibit D: Conflict of Interest Disclosure Form Ye No • Exhibit E: Drug-Free Workplace Certificate Form Ye No • Exhibit F: Village Clerks ADA Compliance Form • Exhibit G: E-Verify Affidavit Form Ye No • Exhibit H: Offeror's Acknowledgement Form Y N • Exhibit I: Acknowledgement of Addenda Form 0-9- Exhibit J: Notification of Public Records Form Ye No • Exhibit K: Notice of Public Entity Crimes Law Form Ye No • Exhibit L Checklist Ye No 3. Did Bidder submit proposal with cover letter transmittal Ye No 4. Did Bidder provide all qualifications and references Ye No 5. Did Bidder provide all current licenses Ye No 6.Did Bidder review and submit acknowledgement of addendums issued Ye No Page 385 of 426 Agenda Item #16. Village of Tequesta Bidder Company Name: Contact Name: Phone Number: Email: Table A: Preventive Maintenance Pricing Complete Price Complete Price Service Sedans Light-Duty Trucks Oil & Filter Change (Gas) Oil & Filter Change (Diesel) Brake Inspection &Adjustment Tire Rotation & Balancing Fluid Check&Top-Off Battery Testing & Replacement Multi-Point Inspection Table B: General Repair Pricing Hourly Rate(s) Hourly Rate(s) Service Sedans Light-Duty Trucks Standard Mechanical Repairs Engine Diagnostics & Repairs Transmission Service & Repairs Electrical System Repairs HVAC System Service & Repairs Suspension &Steering Repairs Exhaust System Repairs Table C: Emergency&After-Hours Services Hourly Rate(s) Hourly Rate(s) Service Sedans Light-Duty Trucks After-Hours Labor Rate Roadside Assistance Callout Towing Service (per mile) Table D: Parts & Materials Pricing Markup Percentage (%) Markup Percentage (%) Parts &Supplies Sedans Light-Duty Trucks OEM Parts Aftermarket Parts Lubricants & Fluids Page 386 of 426 Agenda Item #16. Fleet Maintenance and Repair Services Bid Proposal RFP# PW-2-14-25-DC-1 - Exhibit Signature: Date: Complete Price Complete Price Complete Price Complete Price Medium-Duty Trucks Heavy-Duty Trucks Fire Trucks Ambulances Hourly Rate(s) Hourly Rate(s) Hourly Rate(s) Hourly Rate(s) Medium-Duty Trucks Heavy-Duty Trucks Fire Trucks Ambulances Hourly Rate(s) Hourly Rate(s) Hourly Rate(s) Hourly Rate(s) Medium-Duty Trucks Heavy-Duty Trucks Fire Trucks Ambulances Markup Percentage (%) Markup Percentage (%) Markup Percentage (%) Markup Percentage (%) Medium-Duty Trucks Heavy-Duty Trucks Fire Trucks Ambulances Page 387 of 426 Agenda Item #16. "All Complete Price Complete Price Complete Price Police Vehicles Utility Vehicles Specialized Equipment Hourly Rate(s) Hourly Rate(s) Hourly Rate(s) Police Vehicles Utility Vehicles Specialized Equipment Hourly Rate(s) Hourly Rate(s) Hourly Rate(s) Police Vehicles Utility Vehicles Specialized Equipment Markup Percentage (%) Markup Percentage (%) Markup Percentage (%) Police Vehicles Utility Vehicles Specialized Equipment Page 388 of 426 Agenda Item #16. VILLAGE OF TEQUESTA AGREEMENT FOR FLEET MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT FOR fleet maintenance and repair is entered into and effective this day of A�7R'r , 2025 (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 Al Packer INC, a Maryland Corporation registered to do business within the State of Florida, with offices located at 1530 N. Military Trail, West Palm Beach, 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 fleet maintenance and repair services pursuant to all applicable statutory, licensing, and Village code requirements, including those pertaining to the disposal and use of hazardous substances. The Parties agree to enter into this Agreement pursuant to the scope of services and technical specifications located in the VOT Fleet Maintenance and Repair Services RFF, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". Contractor shall assign a"key person"to perform work under this agreement and shall not assign another person to be in charge of the work contemplated by this Agreement without the prior written authorization of the Village. 2. COMPENSATION: This is an "as needed" agreement in consideration for the above Scope of Services, pricing shall be pursuant to the prices provided in the cost proposal form found in Exhibit "A". No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the Public Works Director or his designee. Contractor shall submit to the Village, no later than the I01h day of each month, its bill for services itemizing the fees and Page 1 of 10 Page 389 of 426 Agenda Item #16. costs incurred during the previous month. The Village shall pay the Contractor all uncontested amounts set forth in the Contractor's bill within 30 days of receipt.. 3. TERM; TERMINATION; NOTICE: This Agreement shall be for a term of five (5) years commencing on the Effective Date, with the option to extend the agreement for one (1) additional five (5) year period.Any renewals to this agreement must be memorialized in writing and signed by both parties. This Agreement may be terminated by either party upon thirty (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 Contractor Village of Tequesta Al Packer 345 Tequesta Drive Tim Olson, Operations Director Tequesta, FL 33469 1530 North Military Trail Attn: Public Works Director West Palm Beach, FL 33409 tolson@alpackerford.com 4. CHANGE ORDERS: Contractor is aware that price and time are of the essence in this agreement 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 Contractor 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. Contractor 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 Contractor 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 services or services or terminate this contract or the individual work order associated with the delay. At any time after execution of this Agreement but prior to Contractor's completion of the desired services the Village reserves the right at its discretion to change, modify, revise add, or remove any part of its order for the services 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 Page 2 of 10 Page 390 of 426 Agenda Item #16. the services or causes a change in the time required for delivery of the services, 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 services 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. S. INSURANCE: A, Required Insurance. The Contractor, at the Contractor's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: 1. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). The Contractor shall require all subcontractors similarly to provide such compensation insurance for their respective employees. Any notice of cancellation or non-renewal of all Worker's Compensation policies must be received by the Village at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the Village, its officers, agents, employees, and volunteers for losses arising from work performed by the Contractor for Village. 2. General Liability Coverage. The contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.Any endorsement restricting standard ISO "insured contract" language will not be accepted. J. Automobile Liability Coverage. The Contractor shall maintain automobile liability insurance covering bodily injury and property damage For all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Contractor shall provide garage keepers legal liability insurance with a limit of no less than the value of all vehicles in custody. B. Endorsements. Each general liability, automobile liability and professional liability insurance policy shall be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of Florida, or which is approved in writing by Village, and Page 3 of 10 Page 391 of 426 Agenda Item #16. shall be endorsed a follows. Contractor also agrees to require all contractors and subcontractors to do likewise. 1. "The Village, it's elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts, or equipment furnished in connection with such work or operations." 2.This policy shall be considered primary insurance as respects the Village,its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the Village, including any self-insured retention the Village may have, shall be considered excess insurance only and shall not contribute with this policy. 3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 4. The insurer waives all rights of subrogation against the Village, its elected or appointed officers, officials, employees, or agents. 5.Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its elected or appointed officers, officials, employees, agents, or volunteers. 6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days' written notice has been received by the Village. C. Notice Requirements. Contractor agrees to provide immediate notice to Village of any claim or loss against Contractor arising out of the work performed under this agreement.Village assumes no obligation or liability by such notice,but has the right(but not the duty)to monitor the handling of any such claim or claims if they are likely to involve Village. D. Deductibles.Any deductibles or self-insured retentions must be declared to and approved by the Village. At the Village's option, the Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. E. Certificates of Insurance. The Contractor shall provide certificates of insurance with original endorsements to the Village as evidence of the insurance coverage required herein. Certificates Page 4 of 10 Page 392 of 426 Agenda Item #16. of such insurance shall be filed with the Village on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the Village at all times during the term of this Agreement. IT. Failure to Obtain. Failure on the part of the Contractor to procure or maintain required insurance shall constitute a material breach of contract under which the Village may terminate this Agreement. G. SIR Requirements. The commercial general and automobile liability policies required by this Agreement shall allow Village, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the Contractor (as the named insured) should Contractor fail to pay the SIR or deductible requirements.The amount of the SIR or deductible shall be subject to the approval_of the Village Attorney and the Finance Director. Contractor understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Contractor as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should Village pay the SIR or deductible on Contractor's behalf upon the Contractor's :failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy,Village may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by Village. 6. USE OF OTHER CONTRACTORS: Contractor must obtain Villages prior written approval to use any Contractors while performing any portion of this Agreement that were not listed in the Proposer's Statement of Qualifications form. 7. 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 irnmunity beyond the waiver provided in Section 768.28, Florida Statutes. 8. 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 Page 5 of 10 Page 393 of 426 Agenda Item #16. 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. 9. DISCRIMINITORY VENDOR'S: In accordance with Section 287.134,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 services 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. 10. 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. 11. 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. 12. 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, Page 6 of 10 Page 394 of 426 Agenda Item #16. 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(1)(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 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 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. 13. SCRUTINIZED COMPANIES: For Contracts under $1M, 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 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), Page 7 of 10 Page 395 of 426 Agenda Item #16. 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. 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 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. 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 Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 18. 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. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein Page 8 of 10 Page 396 of 426 Agenda Item #16. are not disclosed except as authorized bylaw 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 11.9, 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 1mcwi1liams&tegut ta.or , 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. SEVERABILIT'Y: 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 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 Page 9 of 10 Page 397 of 426 Agenda Item #16. consented or approved. 22. ENTIRE AGREEMENT: This ten(10)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. 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. 1 N WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: AL PACKER, INC oy By (Print): 7 /91 G'zS&IJ �J I (Corporate Seal) VILLAGE OF TEQUESTA ATTEST: By: Molly Young, Mayor (Seal) Lori McWilliams, MMC Village Clerk Page 10 of 10 Page 398 of 426 Agenda Item #16. VILLAGE OF TEQUESTA AGREEMENT FOR FLEET MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT FOR fleet maintenance and repair is entered into and effective this day of , 2025 (the "Effective Date"), by and between the VILLAGE OF T E Q U E S TA, 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 Apex Garage INC, a Florida Corporation registered to do business within the State of Florida, with offices located at 250 US Highway 1, Tequesta, FL, 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 fleet maintenance and repair services pursuant to all applicable statutory, licensing, and Village code requirements, including those pertaining to the disposal and use of hazardous substances. The Parties agree to enter into this Agreement pursuant to the scope of services and technical specifications located in the VOT Fleet Maintenance and Repair Services RFF, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". Contractor shall assign a"key person"to perform work under this agreement and shall not assign another person to be in charge of the work contemplated by this Agreement without the prior written authorization of the Village. 2. COMPENSATION: This is an "as needed" agreement in consideration for the above Scope of Services,pricing shall be pursuant to the prices provided in the cost proposal form found in Exhibit"A". No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the Public Works Director or his designee. Contractor shall submit to the Village, no later than the 10ffi day of each month, its bill for services itemizing the fees and Page 1 of 10 Page 399 of 426 Agenda Item #16. costs incurred during the previous month. The Village shall pay the Contractor all uncontested amounts set forth in the Contractor's bill within 30 days of receipt. 3. TERM; TERMINATION; NOTICE: This Agreement shall be for a term of five (5) years commencing on the Effective Date, with the option to extend the agreement for one (1) additional five (5) year period. Any renewals to this agreement must be memorialized in writing and signed by both parties. This Agreement may be terminated by either party upon thirty (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 Contractor Village of Tequesta Apex Garage INC 345 Tequesta Drive 250 US Highway 1 Tequesta, FL 33469 Tequesta, FL 33469 Attn: Public Works Director Brian Hartwier 4. CHANGE ORDERS: Contractor is aware that price and time are of the essence in this agreement 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 Contractor 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. Contractor 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 Contractor 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 services or services or terminate this contract or the individual work order associated with the delay. At any time after execution of this Agreement but prior to Contractor's completion of the desired services the Village reserves the right at its discretion to change, modify, revise add, or remove any part of its order for the services 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 services or causes a change in the time required for delivery of the services, the Village shall Page 2 of 10 Page 400 of 426 Agenda Item #16. make an equitable adjustment in the contract price, the delivery schedule, or both.Any change to the Village's order for the services 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. 5. INSURANCE: A. Required Insurance. The Contractor, at the Contractor's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: 1. Contractor shall maintain Workers'Compensation Insurance (Statutory Limits)and Employer's Liability Insurance (with limits of at least $1,000,000). The Contractor shall require all subcontractors similarly to provide such compensation insurance for their respective employees. Any notice of cancellation or non-renewal of all Worker's Compensation policies must be received by the Village at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the Village, its officers, agents, employees, and volunteers for losses arising from work performed by the Contractor for Village. 2. General Liability Coverage. The contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.Any endorsement restricting standard ISO "insured contract" language will not be accepted. 3. Automobile Liability Coverage. The Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Contractor shall provide garage keepers legal liability insurance with a limit of no less than the value of all vehicles in custody. B. Endorsements. Each general liability,automobile liability and professional liability insurance policy shall be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of Florida, or which is approved in writing by Village, and Page 3 of 10 Page 401 of 426 Agenda Item #16. shall be endorsed a follows. Contractor also agrees to require all contractors and subcontractors to do likewise. 1. "The Village, it's elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts, or equipment furnished in connection with such work or operations." 2.This policy shall be considered primary insurance as respects the Village,its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the Village, including any self-insured retention the Village may have, shall be considered excess insurance only and shall not contribute with this policy. 3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 4.The insurer waives all rights of subrogation against the Village,its elected or appointed officers, officials, employees, or agents. 5.Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its elected or appointed officers, officials, employees, agents, or volunteers. 6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days' written notice has been received by the Village. C. Notice Requirements. Contractor agrees to provide immediate notice to Village of any claim or loss against Contractor arising out of the work performed under this agreement.Village assumes no obligation or liability by such notice,but has the right(but not the duty)to monitor the handling of any such claim or claims if they are likely to involve Village. D. Deductibles.Any deductibles or self-insured retentions must be declared to and approved by the Village. At the Village's option, the Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. E. Certificates of Insurance. The Contractor shall provide certificates of insurance with original endorsements to the Village as evidence of the insurance coverage required herein. Certificates Page 4 of 10 Page 402 of 426 Agenda Item #16. of such insurance shall be filed with the Village on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the Village at all times during the term of this Agreement. F. Failure to Obtain. Failure on the part of the Contractor to procure or maintain required insurance shall constitute a material breach of contract under which the Village may terminate this Agreement. G. SIR Requirements. The commercial general and automobile liability policies required by this Agreement shall allow Village, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the Contractor (as the named insured) should Contractor fail to pay the SIR or deductible requirements.The amount of the SIR or deductible shall be subject to the approval of the Village Attorney and the Finance Director. Contractor understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Contractor as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should Village pay the SIR or deductible on Contractor's behalf upon the Contractor's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy,Village may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by Village. 6. USE OF OTHER CONTRACTORS: Contractor must obtain Villages prior written approval to use any Contractors while performing any portion of this Agreement that were not listed in the Proposer's Statement of Qualifications form. 7. 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. 8. 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 Page 5 of 10 Page 403 of 426 Agenda Item #16. 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. 9. DISCRIMINITORY VENDOR'S: In accordance with Section 287.134, 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 services 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. 10. 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. 11. 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. 12. 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, Page 6 of 10 Page 404 of 426 Agenda Item #16. 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(1)(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 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 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. 13. 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 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), Page 7 of 10 Page 405 of 426 Agenda Item #16. 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. 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 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. 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 Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 18. 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. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein Page 8 of 10 Page 406 of 426 Agenda Item #16. 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 Immilliams(i3Oeguesta.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 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 Page 9 of 10 Page 407 of 426 Agenda Item #16. consented or approved. 22. ENTIRE AGREEMENT: This ten(10)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. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: APEX GARAGE, INC By (Print): (Corporate Seal) 670L VILLAGE OF TEQUESTA ATTEST: By: Molly Young, Mayor (Seal) Lori McWilliams, MMC Village Clerk Page 10 of 10 Page 408 of 426 Agenda Item #16. VILLAGE OF TEQUESTA AGREEMENT FOR FLEET MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT FOR fleet maintenance and repair is entered into and s1 effective this iq4 day of h104 , 2025 (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 Hobe Sound Tire &Auto, L IX DBA St. Lucie Battery & Tire Co., a Florida Corporation registered to do business within the State of Florida, with offices located at 5500 Orange Ave, Fort Pierce, FL 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 fleet maintenance and repair services pursuant to all applicable statutory, licensing, and Village code requirements, including those pertaining to the disposal and use of hazardous substances. The Parties agree to enter into this Agreement pursuant to the scope of services and technical specifications located in the VOT Fleet Maintenance and Repair Services RFF, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". Contractor shall assign a"key person" to perform work under this agreement and shall not assign another person to be in charge of the work contemplated by this Agreement without the prior written authorization of the Village. 2. COMPENSATION: This is an "as needed" agreement in consideration for the above Scope of Services,pricing shall be pursuant to the prices provided in the cost proposal form found in Exhibit "A".No additional compensation shall be paid for any other expenses incurred,unless first approved in writing by the Public Works Director or his designee. Contractor shall submit to the Village, no later than the loth day of each month, its bill for services itemizing the fees and Page I of 10 Page 409 of 426 Agenda Item #16. costs incurred during the previous month. The Village shall pay the Contractor all uncontested amounts set forth in the Contractor's bill within 30 days of receipt. 3. TERM; TERMINATION• NOTICE: This Agreement shall be for a term of five (5) years commencing on the Effective Date, with the option to extend the agreement for one (1) additional five (5) year period. Any renewals to this agreement must be memorialized in writing and signed by both parties. This Agreement may be terminated by either party upon thirty (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 Contractor Village of Tequesta St. Lucie Battery & Tire Company 345 'Tequesta Drive 5500 Orange Ave Tequesta, FL 33469 Fort Pierce, FL 33469 Attn: Public Works Director Attn: James Coogan 4. CHANGE ORDERS: Contractor is aware that price and time are of the essence in this agreement 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 Contractor 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. Contractor 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 Contractor 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 services or Services or terminate this contract or the individual work order associated with the delay. At any time after execution of this Agreement but prior to Contractor's completion of the desired services the Village reserves the right at its discretion to change, modify, revise add, or remove any part of its order for the services 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 services or causes a change in the time required for delivery of the services, the Village shall Page 2 of 10 Page 410 of 426 Agenda Item #16. make an equitable adjustment in the contract price, the delivery schedule, or both. Any change to the Village's order for the services 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. 5. INSURANCE: A. Required Insurance. The Contractor, at the Contractor's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: 1. Contractor shall maintain Workers'Compensation Insurance (Statutory Limits) and Employer's Liability insurance (with limits of at least $1,000,000). The Contractor shall require all subcontractors similarly to provide such compensation insurance for their respective employees. Any notice of cancellation or non-renewal of all Worker's Compensation policies must be received by the Village at least thirty (30) days prior to such change. The insurer shall agree to Nvaive all rights of subrogation against the Village, its officers, agents, employees, and volunteers for losses arising from work performed by the Contractor for Village. 2. General Liability Coverage. The contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. 'The policy must include contractual liability that has not been amended.Any endorsement restricting standard ISO"insured contract" language will not be accepted. 3. Automobile Liability Coverage. The Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Contractor shall provide garage keepers legal liability insurance with a limit of no less than the value of all vehicles in custody. B. Endorsements. Each general liability, automobile liability and professional liability insurance policy shall be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of Florida, or which is approved in writing by Village, and Page 3 of 10 Page 411 of 426 Agenda Item #16. shall be endorsed a follows. Contractor also agrees to require all contractors and subcontractors to do likewise. 1. "The Village, it's elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts, or equipment furnished in connection with such work or operations." 2.This policy shall be considered primary insurance as respects the Village,its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the Village, including any self-insured retention the Village may have, shall be considered excess insurance only and shall not contribute with this policy. 3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 4.The insurer waives all rights of subrogation against the Village,its elected or appointed officers, officials, employees, or agents. 5.Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its elected or appointed officers, officials, employees, agents, or volunteers. 6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30)days' written notice has been received by the Village. C. Notice Requirements. Contractor agrees to provide immediate notice to Village of any claim or loss against Contractor arising out of the work performed under this agreement.Village assumes no obligation or liability by such notice,but has the right(but not the duty)to monitor the handling of any such claim or claims if they are likely to involve Village. D. Deductibles. Any deductibles or self-insured retentions must be declared to and approved by the Village. At the Village's option, the Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. E. Certificates of Insurance. The Contractor shall provide certificates of insurance with original endorsements to the Village as evidence of the insurance coverage required herein. Certificates Page 4 of 10 Page 412 of 426 Agenda Item #16. of such insurance shall be filed with the Village on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the Village at all times during the term of this Agreement. F. Failure to Obtain. Failure on the part of the Contractor to procure or maintain required insurance shall constitute a material breach of contract under which the Village may terminate this Agreement. (11. SIR Requirements.The commercial general and automobile liability policies required by this Agreement shall allow Village, as additional insured, to satisfy the self-insured retention("SIR") and/or deductible of the policy in lieu of the Contractor(as the named insured) should Contractor fail to pay the SIR or deductible requirements.The amount of the SI R or deductible shall be subject to the approval of the Village Attorney and the Finance Director.Contractor understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Contractor as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should Village pay the SIR or deductible on Contractor's behalf upon the Contractor's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy,Village may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by Village. 6. USE OF OTHER CONTRACTORS: Contractor must obtain Villages prior written approval to use any Contractors while performing any portion of this Agreement that were not listed in the Proposer's Statement of Qualifications form. 7. 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. 8. 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 Page 5 of 10 Page 413 of 426 Agenda Item #16. 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. 9. DISCRIMINITORY VENDOR'S: In accordance with Section 287.134, 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 services 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. 10. 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. 11. WSPF.CTOR 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. 12. 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, Page 6 of 10 Page 414 of 426 Agenda Item #16. 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(1)(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.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 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. 13. SCRUTPNIZEB COMPANIES: For Contracts under $1M, 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 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), Page 7 of 10 Page 415 of 426 Agenda Item #16. 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. 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 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. 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 trade 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. 18. PUBLIC RECORDS: In accordance with Section 119.0701,Florida Statutes,the Contractor must keep and maintain this Agreement and any other records associated therewrith 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. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein Page 8 of 10 Page 416 of 426 Agenda Item #16. are not disclosed except as authorized by law for the duration of the Agreement term,and following completion.of the.Agreement if the Contractor dotes 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 beep=d 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 arc 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. 1F THE CONTRACTOR HAS QUESTIONS REGARDt1NG THE APPLICATION OF CHAPTER 1197 FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT TIDE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE,, AT (561) 768-0685, OR AT Imewilliams��tectuewta.nr OR AT 345 TEQUESTA DRIVE, TF UESTA, FLORIDA 33469. 19. READINGS. The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting, or enforcing this Agreement. 20. SEVERABILI<TY: The invalidity or unen£orceability 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 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 corxseni or approval of any act by the Contractor shall not tic deemed to render unnecessary the obtaining of the "pillage's consent to or approval of any subsequent consent or approval of, wInether or not similar to the act so Page's of 10 Page 417 of 426 Agenda Item #16. consented or approved. 22. ENTIRE AGRFEMENT: This ten(10)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. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: ST. LUCIE BATTERY & TIRE CO. 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