Loading...
HomeMy WebLinkAboutReso 2020-3097RESOLUTION NO. 2020 -,3l A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A THIRD AMENDMENT TO THE AGREEMENT WITH THE GOODYEAR TIRE & RUBBER CO. FOR FLEET MAINTENANCE AND REPAIR SERVICES, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT AND TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on September 21, 2017 via Resolution No. 2017-2724 the City awarded Invitation to Bid (ITB) No. 17-08-01 to and entered into an Agreement with The Goodyear Tire & Rubber Co. for Fleet Maintenance and Repair Services; and WHEREAS, on September 20th, 2018, via Resolution No. 2018-2859 the City Commission ratified a First Amendment to the Agreement with The Goodyear Tire & Rubber Co. for Fleet Maintenance and Repair Services, thereby exercising its first of four (4) options to renew the Agreement for an additional year period; and WHEREAS, on September 10, 2019 via Resolution No. 2019-2979, the City Commission approved a Second Amendment to the Agreement with The Goodyear Tire & Rubber Co. for Fleet Maintenance and Repair Services, thereby exercising its second of four (4) options to renew the Agreement for an additional year period; and WHEREAS, The Goodyear Tire & Rubber Co. is qualified, willing and able to continue providing the desired services on the terms and conditions set forth; and WHEREAS, the City wishes to exercise its third of four (4) renewal options and approve a Third Amendment to the Agreement with The Goodyear Tire & Rubber Co. to provide said services, in an amount not to exceed One Hundred Twenty Thousand Dollars ($120,000.00), attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Third Amendment. The City Commission hereby approves the Third Amendment to the Agreement with The Goodyear Tire & Rubber Co. to provide said services, in an amount not to exceed One Hundred Twenty Thousand Dollars ($120,000.00), attached hereto as Exhibit "A". Section 2. Authorization of City Manager. The City Manager is hereby authorized to execute said Amendment and do all things necessary to effectuate this Resolution. Section 3. Effective Date. This Resolution will become effective upon adoption. R2020 3rd Amend Goodyear Fleet Maintenance and Repair Srvs Page 1 of 2 PASSED AND ADOPTED this 17"' day of epte ber 2020. George H. Scholl, Mayor APPROVED AS TO FORM AND LEGAL U ICIENCY: Edward A. Dion, City Attorney Moved by: e"1561ail/ Vote: 4- D Mayor Scholl --44507r�— (Yes) (No) Vice Mayor Svechin (Yes) (No) Commissioner Goldman � (Yes) (No) Commissioner Lama __ (Yes) (No) Commissioner Viscarra ,/ (Yes) (No) R2020 3rd Amend Goodyear Fleet Maintenance and Repair Srvs Page 2 of 2 /SFJ' �SilNNY City of Sunny Isles Beach 'n 18070 Collins Avenue Sunny Isles Beach, Florida 33160 �•�p9; V-i•`QP*� (305) 947-0606 City Hall F C,rr FLO" `' " SV - (305) 949.3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission VIA: Christopher J. Russo, City Manager FROM: Tiffany D. Neely, Finance Director DATE: 9/17/2020 Authorizing the City Manager to Enter into a Third RE: Amendment to the Agreement with Goodyear Tire and Rubber Company RECOMMENDATION: Staff is recommending the City Commission approve the attached resolution. REASONS: Goodyear was awarded the bid in 2017 for Fleet Maintenance and Repair Services for the City's vehicles. The City wishes to continue using their services for this one-year renewal term in an amount not to exceed $120,000. There is (1) additional one-year renewal remaining. FUNDING SOURCE: Various budget accounts. ATTACHMENTS: Description Resolution Third Amendment Item Number: 10.1. SUNNY 15f THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND F ` GOODYEAR TIRE AND RUBBER COMPANY CONTRACT NO. 2019 - 0719 This Third Amendment to the Agreement between the CITY OF SUNNY ISLES BEACIj ("City") and GOOD YEAR TIRE AND RUBBER COMPANY, ("Contractor") executed this 1 day of September, 2020, is made a part of the original Agreement between the parties dated September 21, 2017, Contract No. 0719-1718-094, as amended ("the Agreement"), between the City and Contractor attached hereto as Attachment "A" whose Federal Identification # is 34-0253240. The City and Contractor hereby agree as follows: 1. THIRD OPTION TO RENEW. The City hereby elects to exercise its third option to renew the Agreement for one (1) year as set forth in Section 4 of the original Agreement, a copy of which is attached hereto and incorporated herein as Attachment "A". The term of this Third Amendment shall terminate no later than September 17, 2021. The City has a right to exercise one (1) additional one (1) year renewal as per the original Agreement. This Third Amendment shall become effective upon being signed by both Parties. 2. ADDITIONAL COMPENSATION. Section 5 of the original Agreement between the parties is hereby amended to include additional compensation for this one (1) year renewal term in an amount not to exceed One Hundred Twenty Thousand Dollars ($120,000) for this Third Amendment. 3. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all terms and conditions of the original Agreement between the parties shall remain in full force and effect. 4. CONFLICTING PROVISIONS. The terms, statements, requirements, and provisions contained in this Third Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent term, statement, requirement or provision contained in any other document or attachment, including but not limited to Attachment "A". [SIGNATURE PAGE TO FOLLOW] 2019 - 0719 Goodyear Tire and Rubber Company IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. WITNESS: Signature Print Dame B GOODYEAR TIRE AND RUBBER COMPANY BY: i AT4Mik1ri(cioBetanur I CITY OF SUNNY ISLES BEACH YBY. , CMC, City Clerk k�� reorge Scholl, Mayor APPROVED AS'l; O FORM AND LEGAL SUFF! EN S BY: .� q Edward Dion, City Attorney V 2019 - 0719 Goodyear Tire and Rubber Company 2 Attachment "A" The Original Agreement 2019 - 0719 Goodyear Tire and Rubber Company t: rsx AGREEMENT BETWEEN THE CITY OF SUNNY ISLES >: BEACH AND THE GOODYEAR TIRE AND RUBBER COMPANY FOR FLEET MAINTENANCE AND REPAIR SERVICES CONTRACT NO. C0719-1718-094 TMS'AGREEMENT, entered into this 2•l �v:r day of cffit;M 2017, by and between the CITY OF SUNNY ISLES BEACH (hereinafter referred as to the "City") and THE v00DYEAR TIRE AND RUBBER COMPANY, (hereinafter referred to as the ""Contractor"), whose federal tax identification number is 34-0253240. RECITALS + WHEREAS, the City is in need of a contractor to provide maintenance and repair services ' to City owned vehicle and buses ("Services"), as more particularly described in Invitation to Bid No. 17-08-01; WHEREAS, the City advertised Invitation to Bid No. 17-08-01 and the Contractor submitted a bid in response thereto, attached hereto as Attachment "A" and made a part hereof; WHEREAS, the Contractor is qualified, willing and able to provide the Services on the terms and conditions set forth herein; and i WHEREAS, the City desires to enter into this Agreement with Contractor to provide the Services during the initial one (1) year term in a total amount not to exceed One Hundred Thousand Dollars ($100,000.00). NOW THEREFORE, in .consideration of the foregoing and for the mutual covenants, representations and warranties and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this agreement and 1 made a part hereof for reference. 2. SERVICES. Contractor shall provide the Services pursuant to this Agreement as well as all terms and conditions set forth in Invitation to Bid No, 17-08-01, which is incorporated herein by reference, and Contractor's response thereto, which is attached hereto as Attachment "A" and made a part hereof. Additionally, Contractor agrees that tire purchases in connection with this Agreement shall be made pursuant to Contractor's Participating Addendum with the State of Florida, Contract No. 25172500-2-WSCA-I5-ACS, a copy of which is attached hereto as Attachment "B" and made a part hereof. I TERM. Subject to the provisions relating to the termination of this Agreement as set forth in Section 10 hereunder, the initial one (1) year term of this Agreement shall commence retroactive to September 18, 2017, and end no later than September 17, 2018. Page I of 9 ATTACHMENT "A" C0719.094 -THE GOODYEAR TIRE AND RUBBER COMPANY 4. . RENEWAL. Prior to, or upon completion of the initia! one year term, the City shall have the option to renew this Agreement for an additional four (4) one year renewal terms. 5. COMPENSATION. As the entire compensation during the initial one (1) year term of this Agreement, in whatever capacity rendered, the City shall pay Contractor an amount not to exceed One Hundred Thousand Dollars ($100,000.00) for the performance of the Services. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and the schedule of charges reflected in Attachments "A" and "B" and under the following conditions: a. Disbursements. There are no reimbursable expenses associated with ibis contract. b. Payment Scbedule. invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. c. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an armual appropriation for its purpose by the City Commission. In the event the City Commission fails to appropriate funds -for the particular purpose of this Agreement during any year of the term hereof, then this Agreement shall be terminated upon ten (10) days written notice and the Contractor shall be compensated for the Services satisfactorily performed prior to the effective date of termination. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor; taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of.payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 6. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee; partner, agent, shareholder, officer or in any other capacity other than as an independent contractor Page 2 of 9 C0719.094 -THE GOODYEAR TIRE AND RUBBER COMPANY other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this agreement. Contractor shall furnish its own transportation; office and other supplies as it determines necessary in carrying out its duties under this agreement. 7. INSURANCE. Contractor shall, at its sole cost and expense, durip_g the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverages to protect the City and Contractor against ail loss, claims, damage and liabilities caused by Contractor, its agents, contractors or employees, as more particularly set forth below: (a) General liability insurance with limits of Two Million Dollars ($2,000,000.00) combined single limit occurrence. Coverage'must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Premises and/or Operations. Independent Contractors. Broad Form Property Damage. Broad Form Contractual Coverage applicable to this specific Agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. The City of Sunny Isles Beach is to be named as an additional insured with respect to liability arising out of operations performed for the City by or on behalf of Contractor or the acts or omissions of Contractor in connection with such operation. (b) Workers" Compensation insurance to apply for all employees in compliance with the Workers Compensation Law of the State of Florida and all applicable federal laws. (c) Business Automobile Liability Insurance with minimum limits of One Million Dollars ($1;000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Nee 3 of 9 C0719-094 -THE GOODYEAR TIRE AND RUBBER COMPANY Owned vehicles. Hired and non -owned vehicles. Employers' non -ownership. (d) Garage Liability coverage for Garage Operations with minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence.' If the insurance includes a general aggregate limit, that limit shall apply separately to this Agreement or shall be at least three times the required per occurrence limit. (e) Garage keeper's Legal Liability with minimum limits of not less than One Million Dollars ($1,000,000.00) per -occurrence. If the insurance includes a general aggregate limit, that limit shall apply separately to this Agreement or shall be at least three times the required per occurrence limit. Such policies of insurance shall not diminish Contractors indemnification obligations hereunder. The insurance policy shall be issued by such company, in such forms and with such limits of liability and deductibles as are acceptable to the City and shall be endorsed to be primary over any insurance, which the City may maintain. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and appropriately endorsed for contractual liability with the City named as an additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) calendar day's prior written notice to the City Manager or his designee. S. . OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this agreement and related services to this agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties needs to be approved in writing by the City in order to be properly authorized. 9. INDEMNIFICATION. Contractor agrees to indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claims, actions, liabilities, losses and expenses including; but not limited to, attorney's fees for personal, economic or bodily injury; wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, agents or other personal entity acting under Contractor's control in connection with the Contractor's performance of services pursuant to that agreement and to that extent the Contractor shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Contractor for this indemnity. Page 4 of 9 C0719-094 —THE GOODYEAR TIRE AND RUBBER CONIPANY 10. TERMINATION. A. If, through any cause within the reasonable control the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement (i.) In the event of tern„ination,all fr;fished and unfinished docu,i;ents, data and other work product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 5 herein. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Contractor and the City may reasonably withhold payments to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by given written notice which shall become effective ten (10) days following receipt by Contractor. The terms of Paragraphs A(i) and (ii) above shall be applicable hereunder. C. Termination for Insolvenev. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 11. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Contractor shall not subcontract, assign or transfer any work under this agreement with the prior written consent of the City. Should the Contractor subcontract any services under this agreement, it shall be done with continued liability for the Contractor. The Contractor shall remain responsible for services; responsibilities and liabilities of any person or entity acting under Contractor. 12. WAIVER. OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 13. GOVERNING LAW, VENUE, AND ATTORNEYS FEES. It is agreed that this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Page 5 of 9 C0719.094 —THE GOODYEAR TIRE AND RUBBER COMPANY Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. 14. PUBLIC RECORDS. The Contractor shall be required to comply with the following requirements under Florida's Public Records Law: (i.) Contractor shall [seep and maintain public records required by the City to perform the service. (ii.) Upon request from the City, Contractor shall pro%4de the City 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 by Chapter 119, Florida Statutes, or as otherwise pfovided by law. (iii.) 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 City. (iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City 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 by Contractor to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. 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 CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibl.net, 18070 Collins Avenue, 4th Floor, Sunny Isles Beach, Florida 33160. 15. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the temm of this Agreement or any time for a period of TEN (14) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor in a court of equity for violating such provisions. 16. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return Page 6 of 9 C0719.094 —THE GOODYEAR TIRE AND RUBBER COMPANY receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested. or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Chief Fred A. Mass With a copy to: Acting City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of -Sunny Isles Beach Fourth Floor 18070 Collins Avenue nanny Isles 3eaci;, Florida 33160 Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Contractor: Allan Alcerro, Store Manager The Goodyear Tire and Rubber Company 12850 W. Dixie Highway North Miami Beach, FL 33161 17, COMPLIANCE, The Contractor shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 18. FEDERAL AND STATE MANUFACTURING AND SAFETY STANDARDS. It is intended that the Contractor be in in full and complete compliance with all Federal and Florida State laws and regulations that apply to tires and other related services. This includes, but not limited to, U.S. Department of Transportation, FDOT, NHTSA, Federal MVSS, OSHA and EPA standards. The Contractor shall notify the City in writing of items and procedures not in compliance with such standards and shall inunediately make correction thereof to comply. 19. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of THREE (3) years. 20. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title Vi of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title l of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of Paoe 7 of 9 C0719.094 —THE GOODYEAR TIRE AND RUBBER COMPANY compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non-discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 21. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by -the Miami -Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny Isles Beach Ordinance No. 99-82, which are ineorporateu by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not —acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the services. The Contractor f6rther covenants that in the performance of this agreement, no person having any such interest shall knowingly be employed by the Contractor. No member of, or delegate to the Congress of the United States shall be admitted to any share or part of this agreement or to any benefits arising therefrom. 22. ENTIRE AGREEMENT. This Agreement, together with all terins and conditions contained in Fleet Maintenance and Repair Services, Invitation to Bid No. 17-08-01, as well as Attachments ."A" and "B", contain the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought. 23. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and/or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the.party granting such waiver. D. Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority to bind their respective party to this Agreement. E. The terms and conditions in this Agreement shall supersede and take priority over any inconsistent or conflicting provisions that are contained in any other document or attachment, including but not limited to Attachments '`A" or "B", attached hereto and incorporated herein by Page 8 of 9 00719.094—THE GOODYEAR TIRE AND RUBBER CONIPANY reference, or atV other document -or. attachment not specifically attached hereto or otherwise rek(encedin th.i's Agreement. INVITNESSWRERKOF, hereto liav,e executed'diis Aggenmitln dapliW6 on the da.y.apd.ytar-ffi9t w.r-'J.hen.Abo.ye.,, WIT. -N -t-88; TREGOODYE ' AR.T.IU--A-ND R-TJB'j3ER COMPANY Print Name. Allan -Al driro,'Sf6ri Manner 9 A 'B Acting-C)(y Clerk CITY 00/0'WiSLE S BEACH BY: , I George JA. Scholl, Mayor APPIZOVED AS TO FORM AND LEGAL SUFFICIENCY 0. t :qt, CiAttorney Page 9 of 9 COIM94.— THE GODDYCAR TIRE AN D-,9UD8FR'C01\4PANy Ci sVtltiT � � ' i { CONTRACTOR ANTI-ROY.COTT CERTIFICATION [PUPMANT TO MORIaMA STATUTE § 815,47251 I, AIQ F- AICM40on beh als f f o 0 o- � � yf-,I� , Print Name CompanyName certifies that l;VOt) VLV, does not: Company Name I. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies Haat BoycottIsrael list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in t%e Tran Petroleum 'Energy Sector List; and Has not engaged in business operations in Cuba or Syria. Y S 1V ,15 7 Title Date ATTACHMNT 4W CERTIFICATE OF LIABILITY INSURANCE DATE(7131/20`18 ) o7r31nota THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy()es) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, cartain pclicies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. Cleveland OH Office CONTACT NAME' {arc°. No. Ezt): (866) 283-7122 ac No.): (800) 363 0105 1660 west Second Street skylight office Tower E-MAIL ADDRESS: Suite 6SO Cleveland OH 44113 USA INSURER(S) AFFORDING COVERAGE NAIC9 INSURED INSURER A: Travelers Property Cas Co of America 25674 The Goodyear Tire & Rubber Co. 200 innovation way Attn: Risk Management Dept. INSURERS: AIG Europe Limited AA1120841 INSURER C: INSURER D: Akron OH 44316-0001 USA AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAVTOS NON -OWNED ONLY AUTOS ONLY INSURER E: INSURER F: TC2J-CAP-144T5602-TIL-18 COVERAGES CERTIFICATE NUMBER: 570072495343 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMLICY IODIYYYY JC MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAfMS•MADE ❑OCCUR EACH OCCURRENCE DAMAGEN PREMISES Ea occurrence) MED EXP Wry one person) PERSONAL 8 AOV INJURY GEN'L AGGREGATE LIMITAPPLIES PER: POLICY []PRO- ❑LOC /ECT OTHER: GENERAL AGGREGATE PRODUCTS - COMP/OP AGG A AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAVTOS NON -OWNED ONLY AUTOS ONLY TC2J-CAP-144T5602-TIL-18 02/01/201802/01/2019 COMBINED SINGLE LIMIT $1,000,000 Ea accidentl _ BODILY INJURY (Per person) BODILY INJURY (Per accident) PP.OPERTYDAMAGE Per accident} B X uMBRELLALI.AB E%CESS LIAB X OCCUR CLAIMS -MADE CSUSA1801892 SIR applies per policy terns 08/01/201808/01/2019 & condi ions EACH OCCURRENCE 51,000,000 AGGREGATE 5110001000 OED % RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ PARTNER/ EXECUTIVEE.L. OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) If yYes desedbe under 0ROF OPERATIONS below N!A STATUTE ERH EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT E.L. 7- DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) The Above Umbrella Liability policy is Excess of the following retained limits: $25,000 000 Each occurrence Product Liability policy and $3,000,000 CSL Each Occurrence General Liability policy. Named Insured is self -Insured for General Liability policy. RE: Resolution No. 2016-2597, RPF No. 12-05-02. City of Sunny Isles Beach is included as Additional Insured with respect to the Automobile Liability and Umbrella Liability policies as required by written contract. CERTIFICATE HOLDER CANCELLATION ism SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Sunny Isles Beach AUTHORIZED REPRESENTATIVE 18070 Collins Avenue Sunny Isles Beach FL 33160 USA 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD 9/28/2018 Item Coversheet µNY,"F City of Sunny Isles Beach A - T. F of 1 18070 Collins Avenue Sunny Isles Beach, Florida 33160 F o��aP t305) 947.0606 City Hall "N° (305) 949-3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission VIA: Christopher J. Russo, City Manager FROM: Tiffany D. Neely, Acting Finance Director DATE: 9/20/2018 Authorizing the City Manager to Enter into a First RE: Amendment to the Agreement with Goodyear Tire and Rubber Company RECOMMENDATION: Staff is recommending the City Commission to approve the attached resolution. REASONS: Goodyear was awarded the bid in 2017 for Fleet Maintenance and Repair Services as well as Tires and Installation for the City's vehicles. The City wishes to continue using their services for this one year renewal term. FUNDING SOURCE: Various budget accounts ATTACHMENTS: Description Resolution First Amendment Item Number: 10.G. tP https://sunnyisles.novusagenda.com/AgendaWeb/Cover$heet.aspx?ltem[D=2407&MeetingID=141 1/1 Attachment "A" The Original Agreement and First Amendment 2019 - 0719 Goodyear Tire and Rubber Company RESOLUTION NO. 2018 - Z� A RESOLUTION OF THE CITY COMMISSION'OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, RATIFYING A FIRST AMENDMENT TO THE AGREEMENT WITH THE GOODYEAR TIRE & RUBBER CO. FOR FLEET MAINTENANCE AND REPAIR SERVICES, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on September 21, 2017 via Resolution No. 2017-2724 the City awarded Invitation to Bid (ITB) No. 17-08-01 to and entered into an Agreement with The Goodyear Tire & Rubber Co. for Fleet Maintenance and Repair Services; and WHEREAS, The Goodyear Tire & Rubber Co. is qualified, willing and able to continue providing the desired services on the terms and conditions set forth; and WHEREAS, the City desires to ratify the First Amendment to the Agreement with The Goodyear Tire & Rubber Co. to provide. said services, in an amount not to exceed One Hundred Thousand Dollars ($100,000.00), attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Ratification of First Amendment. The City Commission hereby approves the First Amendment to the Agreement with The Goodyear Tire & Rubber Co. to provide said services, in an amount not to exceed One Hundred Thousand Dollars ($100,000.00), attached hereto as Exhibit "A". Section 2. Authorization of City Manager, The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 3. Effective Date. This Resolution will become effeet;ve upon adoption. PASSED AND ADOPTED this 20t1i dad of Sentimber 2018. Georgel. Scholl, Mayor R2018 Ratify Goodyear Fleet Maintenance and Repair Srvs (Bid 17-08-01) Page I of 2 ATTEST: !`4 l MAu`ricio 13et, i APPRO;V1 ANiaG Vote: l'C r,,!JMC, City Clerk TO FORM UFFICIENCY: Attorney Moved by: ���IIlIM1sS-1�Idr(Z- 160IJ Seconded by: �jwt�Utt�S�orJ�(L 'SVGtI-&4 Mayor Scholl (Yes) (No) Vice Mayor Goldman (Yes) (No) Commissioner Aelion v (Yes) (No) Commissioner Gatto (Yes) (No) Commissioner Svechin (Yes) (No) R2018 Ratify Goodyear Fleet Maintenance and Repair Srvs (Bid 17-08-01) Page 2 of 2 FIRST AMENDMENT TO THE AGREEMENT BETWEEN 1 THE CITY OF SUNNY ISLES BEACH AND d''nn-nVT'i A ri? ir1r1DV A Nn -D UPPMD PnMA A NV CONTRACT NO. 0719-119 This First Amendment to the Agreement between the CITY OF SUNNY ISLES BEACH ("City") and GOOD YEAR TIRE AND RUBBER COMPANY, ("Contractor") executed this day of MDQ- . 2018, is made a part of the original Agreement between the parties dated September 21, 2017, Contract No. 0719-1718-094 ("the Agreement"), between the City and Contractor attached hereto as Attachment "A" whose Federal Identification # is 34-0253240. The City and Contractor hereby agree as follows: 1. FIRST OPTION TO RENEW. The City hereby elects to exercise its first option to renew the Agreement for one (1) year as set forth in Section 4 of the original Agreement, a copy of which is attached hereto and incorporated herein as Attachment "A". The term of this First Amendment shall include the current unexpired term of the original Agreement and shall terminate no later than September 17, 2019. The City has a right to exercise three (3) additional one (1) year renewals as per the original Agreement. This First Amendment shall become effective upon being signed by both Parties. 2. ADDITIONAL COMPENSATION. Section 5 of the original Agreement between the parties is hereby amended to include additional compensation for this one (1) year renewal term in an amount not to exceed One Hundred Thousand Dollars ($100,000) for this First Amendment. 3. ADDITIONAL CONTRACT PROVISION. Section 217.4725, Florida Statutes, provides that contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. Contractors must certify that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City's option if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized Companies with Activities in Sudan List; the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. Contractors must submit the certification that is attached to this agreement as Attachment "B". Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing; to the Contractor of the City's determination concerning the false certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error; then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 215.4725, Florida Statutes. 3. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein; all terms and conditions of the original Agreement between the parties dated September 21, 2017, shall remain in full force and effect. 4. CONFLICTING PROVISIONS. The terms; statements,; requirements; and provisions contained in this First Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent term, statement, requirement or provision contained in any other document or attachment, including but not limited to Attachments "A'' and "B". 0719-119 Goodyear Tire and Rubber Company IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. WITNESS: GOODYEAR TIRE AND RUBBER COMPANY Signature BY:{ Print Name ATTEST: CITY OF SUNNY ISLES BEACH BY: BY: Mauri 'o Betan ur, CMC, City Clerk Christopher J. Russo, City Manager BY: Department Head P APPROVED AS TO FORM AND 0719-119 Goodyear Tire and Rubber Company 2 I� AGREEMENT BETWEEN THE CITY OF SUNNY ISLES t�"k• , .,e . BEACH AND THE GOODYEAR TIRE AND RUBBER COMPANY FOR FLEET MAINTENANCE AND REPAIR SERVICES CONTRACT NO. C071911718-094 THIS -AGREEMENT, entered into this day of_ iEffivM2017, by and between the CITY OF SUNNY ISLES BEACH (hereinafter referred as to the "City") and THE 1300DYEAR TIRE AND RUBBER COMPANY, (hereinafter referred to as the ""Contractor"' whose federal tax identification number is 34-0253240. RECITALS F + WHEREAS, the City is in need of a contractor to provide maintenance and repair services ' to City owned vehicle and buses ("Services"), as more particularly described in Invitation to Bid No. 17-08-01; WHEREAS, the City advertised Invitation to Bid No. 17-08-01 and the Contractor submitted a bid in response thereto, attached hereto as Attachment "'A" and made a part hereof. WHEREAS, the Contractor is qualified, willing and able to provide the Services on the ' terms and conditions set forth herein; and WHEREAS, the City desires to enter into this Agreement with Contractor to provide the Services during the initial one (1) year term in a total amount not to exceed One Hundred Thousand Dollars ($100,000.00). NOW THEREFORE, in .consideration of the foregoing and for the mutual covenants, representations and warranties and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this agreement and made a cart hereof for reference, 2. SERVICES. Contractor shall provide the Services pursuant to this Agreement as well as all terms and conditions set forth in Invitation to Bid No. 17-08-01, which is incorporated herein by reference, and Contractor's response thereto, which is attached hereto as Attachment "A" and made a part hereof. Additionally, Contractor agrees that tire purchases in connection with this Agreement shall be made pursuant to Contractor's Participating Addendum with the State of Florida, Contract No, 25172500-2-WSCA-I5-ACS, a copy of which is attached hereto as Attachment "B" and made a part hereof. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth in Section 10 hereunder, the initial one (1) year term of this Agreement shall commence retroactive to September 18, 2017, and end no later than September 17, 2018. Page I of 9 ATTACHMENT "A" C0719.094 — THE GOODYEAR TIRE AND RUBBER COMPANY 4. . RENEWAL. Prior to, or upon completion of the initial one year term, the City shall have the option to renew this Agreement for an additional four (4) one year renewal terms. 5. COMPENSATION. As the entire compensation during the initial one (1) year term of this Agreement, in whatever capacity rendered, the City shall pay Contractor an amount not to exceed One Hundred Thousand Dollars ($100,000.00) for the performance of the Services. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and the schedule of charges reflected in Attachments "A'' and "B" and under the following conditions: a. Disbursements. There are no reimbursable expenses associated, with this contract. b. Payinen± Schedule. invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. C. Availabillh, of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. In the event the City Commission fails to appropriate funds -for the particular purpose of this Agreement during any year of the term hereof, then this Agreement shall be terminated upon ten (10) days written notice and the Contractor shall be compensated for the Services satisfactorily performed prior to the effective date of termination. d. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of.payment or surety for any contract; debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 6. INDEPENDENT CONTRACTOR RELATIONSHIP, The Contractor is an independent contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder; officer or in any other capacity other than as an independent contractor Page 2 of 9 C0719-094 —THE GOODYEAR TIRE AND RUBBER COMPANY other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security serrices and that such obligations shall be that of the Contractor, other than those set forth in this agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this agreement. 7. INSURANCE. Contractor shall, at its sole cost and expense, durip_g the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverages to protect the Cite and Contractor against ail loss, claims, dan—tage and liabilities caused by Contractor, its agents, contractors or employees, as more particularly set forth below: (a) General liability insurance with limits of Two Million Dollars ($2,000,000.00) combined single limit occurrence. Coverage'must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Premises and/or Operations. Independent Contractors, Broad Form Property Damage. Broad Form Contractual Coverage applicable to this specific Agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. The City of Sunny Isles Beach is to be named as an additional insured with respect to liability arising out of operations performed for the City by or on behalf of Contractor or the acts or omissions of Contractor in connection with such operation. (b) Workers' Compensation insurance to apply for all employees in compliance with the Workers Compensation Law of the State of Florida and all applicable federal laws. (c) Business Automobile Liability Insurance with minimum limits of One Million Dollars ($1;000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Page 3 of 9 C0719-094 — THE GOODYEAR TIRE AND RUBBER COMPANY Owned vehicles, Hired and non -owned vehicles. Employers' non -ownership. (d) Garage Liability coverage for Garage Operations with minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence.' if the insurance includes a general aggregate limit, that limit shall apply separately to this Agreement or shall be at least tluee times the required per occurrence limit. (e) Garage keeper's Legal Liability with minimum limits of not less than One Million Dollars ($1,000,000.00) per -occurrence. If the insurance includes a general aggregate limit, that limit shall apply separately to this Agreement or shall be at least three times the required per occurrence limit. Such policies of insurance shall not diminish Contractors indemnification obligations hereunder. The insurance policy shall be issued by such company, in such forms and with such limits of liability and deductibles as are acceptable to the City and shall be endorsed to be primary over any insurance, which the City may maintain. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and appropriately endorsed for contractual liability with the City named as an additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be. canceled or altered without thirty (30) calendar day's prior written notice to the City Manager or his designee. 8. . OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this agreement and related services to this agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties needs to be approved in writing by the City in order to be properly authorized. 9. INDEMNIFICATION. Contractor agrees to indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claims, actions, liabilities, losses and expenses including; but not limited to, attorney's fees for personal, economic or bodily injury, wrongfiil death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, agents or other personal entity acting tinder Contractor's control in connection with the Contractor's performance of services pursuant to that agreement and to that extent the Contractor shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Contractor for this indemnity. Page 4 of 9 C0719-094 —THE GOODYEAR TIRE AND RUBBER COiNIPANY 10. TERMINATION. A. If; through any cause within the reasonable control the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement (i.)In the event of teruiination,ali finished and unfinished docu,i;ents, data and Other work product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 5 herein. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Contractor and the City may reasonably withhold payments to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by given written notice which shall become effective ten (10) days following receipt by Contractor. The terms of Paragraphs A(i) and (ii) above shall be applicable hereunder. C. Termination for Insolvenev. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 11. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Contractor shall not subcontract, assign or transfer any work under this agreement with the prior written consent of the City. Should the Contractor subcontract any services under this agreement, it shall be done with continued liability for the Contractor. The Contractor shall remain responsible for services, responsibilities and liabilities of any person or entity acting under Contractor. 12. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under; on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 13. GOVERNING LAW, VENUE, AND ATTORNEYS FEES. It is agreed that this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Pace 5 of 9 C0719-094 -THE GOODYEAR TIRE AND RUBBER COMPANY Agreement and the. City is the prevailing party then the City shall be entitled to its costs and attorneys fees at the pretrial, trial and appellate levels. 14. PUBLIC RECORDS. The Contractor shall be required to comply with the following requirements under Florida's Public Records .Law: (i.) Contractor shall keep and maintain public records required by the City to perform the service. (ii.) Upon request from the City, Contractor shall pro,. de the City with a copy of the requested records or allow the records to be inspected or'copied within a reasonable time at a cost that docs not exceed the cost provided by Chapter 119, rlodtda Statutes, or as otherwise Provided by law. (iii.) Contractor shall ensure that public records that are :xempt 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 City. (iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City 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 by - Contractor to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. 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 CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibil.net, 18070 Collins Avenue, 4" Floor, Stinny Isles Beach, Florida 33160. 15. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the temi of this Agreement or any time for a period of TEN (10) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor in a court of equity for violating such provisions. 16. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return Page 6 of 9 C0719-094 --THE GOODYEAR TIRE AND RUBBER COA4PANY receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier sen'ice, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested- or by ovemight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Chief Fred A. Mass With a copy to: Acting City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue ouarty Isles Beach,, Florida 33160 Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Contractor: Allan Alcerro, Store Manager The Goodyear Tire and Rubber Company 12850 W. Dixie Highway North Miami Beach, FL 33161 17, COMPLIANCE, The Contractor shall comply xvith all applicable laws, ordinances, and codes of Federal, State, and local governments. 18. FEDERAL, AND STATE MANUFACTURING AND SAFETY STANDARDS. It is intended that the Contractor be in in full and complete compliance with all Federal and Florida State laws and regulations that apply to tires and other related services. This includes, but not limited to, U.S. Department of Transportation, FDOT, NHTSA, Federal MUSS, OSi-IA and EFA standards. The Contractor shall notify the City in writing of items and procedures not in compliance with such standards and shall immediately make correction thereof to comply. 19. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of THREE (3) years. 20. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of Pa -e 7 of 9 C0719-094 -THE GOODYEAR TIRE AND RUBBER COMPANY compensation, and selection for trairiing, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non-discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 21. CONFLICT OF INTEREST, The Contractor agrees to adhere to and be governed by -the Miami -Dade County Conflict of Interest Ordinance Section 2-1 LI, as amended; and by the City of Suru;y Isles Beach Ordinance No. 99-02, which are incorporated by refereuce Herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the services. The Contractor further covenants that in the performance of this agreement, no person having any such interest shall knowingly be employed by the Contractor. No member of, or delegate to the Congress of the United States shall be admitted to any share or part of this agreement or to any benefits arising therefrom. 22. ENTIRE AGREEMENT. This Agreement, together with all terms and conditions contained in Fleet Maintenance and Repair Services, Invitation to Bid No. 17-08-01, as well as Attachments -"A" and "B", contain the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought. 23. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and/or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the.party granting such waiver. D. Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority to bind their respective party to this Agreement. E. The terms and conditions in this Agreement shall supersede and take priority over any inconsistent or conflicting provisions that are contained in any other document or attachment, including but not limited to Attachments "A" or "B", attached hereto and incorporated herein by Pale 8 of 9 C0719-094— THE GOODYEAR "EIRE AND RUBBER C0MPANY I reference, or afiy other (lopun*nt or. attachment not specifically attached hereto or otherwise refecenced.in th.is Agreemeht, INWITNESS WREREOF, hereto lain executed -this A*,,(7 rqemeiit.:ifi dilplidafa on the day -anj.year fiigt wr-'Rten Aboye., TREGOODYEAR:T-IRE-.AND RUB—UR CON Sighaturo- Print Name. Allan -Aplerrk Store Manager ATTEST- . , U TESTST- 'By: Mauri 'o B*itaricituj 0 Acting-Cj[Y' Clerk CITY BEACH BY.: — George Scholl, Mayor AYPROVED AS TO FOFM'AND LEGAL 8TJFF1.CIENCY F9 Page 9 of 9 CO il.W.-,n-m GODDYEAlk TIRE A.ND-,QPBBl"lk'C0MFA14Y Ct yy9HT ry n z CONTRACTOR. ANTI-BOYCOTj CERTIFICATION q to [PUMANT TU FWRU)A STATUTE §1154725J K- 41 Cf-,+GOon behaL ff of -6'n Dl� PrintName CompanyName certifies that • oo t) VLV, does not; Company Name I. Participate in a boycott of Israel; and 2*. Is not on the Scrutinized Companies that Boyco-aIsraellist; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Actives in the Iran Petroleum 'Energy Sector List; and S- Has not engaged in business operations in Cuba or Syria. r Title Date ATTACHMENT'S" A �'® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOIYYYY) 07/31/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, cartain pcllcies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk services Northeast, Inc. Cleveland OH Office CONTACT NAME: (AIC. No. Ext): (866) 283-7122 aC No : (800) 363-0105 EMAIL ADDRESS: 1660 west Second street skylight office Tower INSURER($) AFFORDING COVERAGE NAIC9 Suite 650 Cleveland OH 44113 USA INSURED INSURERA: Travelers Property Cas Co of America 25674 The Goodyear Tire & Rubber Co. 200 innovation way Attn: Risk Management Dept. INSURER B: AIG Europe Limited AA1120841 INSURER C: INSURER D: Akron OH 44316-0001 USA INSURER E: INSURER F: AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAVTOs NON -OWNED ONLY AUTOS ONLY COVERAGES CERTIFICATE NUMBER: 570072495343 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER MMLICY EFF IDDlYYYY POLICY EXP MMI DfYYYYl LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS.MADE ❑ OCCUR EACH OCCURRENCE G PREMISES Ea occurrencel MED EXP (Any one person) PERSONAL& ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑PRO F-] LOC JECT OTHER: GENERAL AGGREGATE PRODUCTS - COF.IPIOP AGG A AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAVTOs NON -OWNED ONLY AUTOS ONLY TC2J-CAP-144T5602-TIL-18 02/01/2018 02/01/2019 COMBINED SINGLE LIMIT $1,0001000 Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTYDAMAGE Peraccident B X UMBRELLALLAB EXCESS LIAR X OCCUR CLAIMS -MADE CSUSA1801892 SIR applies per policy terns 08/01/2018 & condi 08/01/2019 ions EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED I % RETENTION WORKERS COMPENSAMONAND EMPLOYERS' UABIUTY YIN ANY PROPRIETOR PARTNER I EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in l," If yes, describe under DESCRIPTION OF OPERATIONS below N I A STATUTE ETH E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Above Umbrella Liability policy is Excess of the following retained limits: $25,000 000 Each occurrence Product Liability policy and $3,000,000 CSL Each occurrence General Liability policy. Named insured is self -Insured for General Liability policy. RE: Resolution No. 2016-2597, RPF No. 12-05-02. City of Sunny Isles Beach is included as Additional Insured with respect to the Automobile Liability and Umbrella Liability policies as required by written contract. x ui m N 0 r O 2 tb U Tr dl U CERTIFICATE HOLDER CANCELLATION 01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE HALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Sunny Isles Beach AUTHORIZED REPRESENTATIVE 18070 Collins Avenue Sunny Isles Beach FL 33160 USA 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD 9/28/2018 Item Coversheet WSJ"NY =s`Ff� City of Sunny Isles Beach A 18070 Collins Avenue " Sunny Isles Beach, Florida 33160 's� �9� _Ls a�Opy4T (305) 947-0606 City Hall t" cF so .�° (305) 949-3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission VIA: Christopher J. Russo, City Manager FROM: Tiffany D. Neely, Acting Finance Director DATE: 9/20/2018 Authorizing the City Manager to Enter into a First RE: Amendment to the Agreement with Goodyear Tire and Rubber Company RECOMMENDATION: Staff is recommending the City Commission to approve the attached resolution. REASONS: Goodyear was awarded the bid in 2017 for Fleet Maintenance and Repair Services as well as Tires and Installation for the City's vehicles. The City wishes to continue using their services for this one year renewal term. FUNDING SOURCE: Various budget accounts ATTACHMENTS: Description Resolution Firstamendment Im Item Number: 10.G. httas://sunnvisles.novusaqenda.com/AaendaWeb/Coversheet.asi)x?ltemID=2407&MeetingID=141 1/1