HomeMy WebLinkAboutReso 2024-3684RESOLUTION NO. 2024 - ✓'�'
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING A FIRST AMENDMENT TO THE AGREEMENT WITH
GOODYEAR TIRE & RUBBER COMPANY AS THE PRIMARY AWARDEE TO
PROVIDE FLEET MAINTENANCE AND REPAIR SERVICES TO GROUP 1 VEHICLES,
IN AN AMOUNT NOT TO EXCEED ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR
TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL
THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, on September 15, 2022, via Resolution No. 2022-3397, the City Commission
of the City of Sunny Isles Beach (the "City") awarded Invitation to Bid No. 22-08-01 (the "Bid"),
and entered into an Agreement with, The Goodyear Tire & Rubber Company (the "Vendor") to
provide maintenance and repair services for its fleet of vehicles ("Services"), in an amount not
to exceed $180,000.00 (the "NTE Amount"); and
WHEREAS, City staff has determined that additional funds in excess of the NTE Amount
is needed to compensate the Vendor for Services rendered through September 2024 (the
"Initial Term"); and
WHEREAS, the Vendor has agreed to continue providing the Services to the City for the
remainder of the Initial Term, in an amount not to exceed Thirty Thousand Dollars and No Cents
($30,000.00), and further agrees to renew the Agreement additional one-year period, in an
amount not to exceed One Hundred Twenty Dollars and No Cents ($120,000.00), commencing
on September 18, 2024 ("First Amendment"); and
WHEREAS, the City Commission wishes to approve the First Amendment to the
Agreement with the Vendor, in a total amount not to exceed One Hundred Fifty Thousand
Dollars ($150,000.00), bringing the total contract amount not to exceed Three Hundred Thirty
Thousand Dollars and No Cents ($330,000.00), 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 First Amendment. The City Commission hereby approves the First
Amendment to the Agreement with The Goodyear Tire and Rubber Company to provide
maintenance and repair services for the City's fleet, One Hundred Fifty Thousand Dollars
($150,000.00), bringing the total contract amount not to exceed Three Hundred Thirty
Thousand Dollars and No Cents ($330,000.00), 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 effective upon adoption.
@BCL@940BBD4B.doc Page 1 of 2 175
PASSED AND ADOPTED this 18th d7L-
Larisa
Svechin, Mayor
ATTEST:
Mau riciolBeta ncur, CHIC, City Clerk
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
A in E. Boileau, for Nabors, Giblin &
Nickerson, P.A., City Attorney
--��
Moved by: Seconded by: �Q/�S'/D%��,c�.J��
Vote:
Mayor SvechinyCv
Vice Mayor Lama
Commissioner Joseph
Commissioner Stuyvesant
Commissioner Viscarra
(Yes) (No)
(Yes) (No)
(Yes) (No)
(Yes) (No)
(Yes) (No)
@BCL@940BBD4B.doc Page 2 of 2 176
Su p1NY fs< s
Z
' FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE
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CITY OF SUNNY ISLES BEACH AND THE GOODYEAR
TIRE AND RUBBER COMPANY
CONTRACT NO. 2022-719
THIS FIRST AMENDMENT TO THE AGREEMENT between the CITY OF SUNNY
ISLES BEACH ("City") and THE GOODYEAR TIRE AND RUBBER COMPANY, a foreign
corporation authorized to do business in Florida, whose Federal Employer Identification (FEI)
Number is 34-0253240 ("Contractor"), executed this day of July, 2024, is made a part of the
original Agreement between the City and Contractor, dated September 23, 2022 ("the
Agreement"), attached hereto as Attachment "A." The City and Contractor hereby agree as
follows:
1. OPTION TO RENEW. Effective September 18, 2024, the City hereby elects to exercise
its option to renew the Agreement for one (1) year as set forth in Section 4 of the Agreement.
There are two (2) remaining one (1) year renewal options.
2. ADDITIONAL COMPENSATION. City and Contractor also wish to amend Section 5
of the Agreement, entitled "Compensation," to provide additional compensation for the one (1)
year renewal term, in an amount not to exceed One Hundred Fifty Thousand Dollars and No Cents
($150,000.00). The additional compensation provided herein will bring the total Agreement not
to exceed amount to Three Hundred Thirty Thousand Dollars and No Cents ($330,000.00).
3. HUMAN TRAFFICKING. Pursuant to Section 787.06, Florida Statutes, entitled
"Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with a
nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2),
Florida Statutes. Contractor must submit the affidavit that is attached to this agreement as
Attachment `B," signed by an officer or an authorized representative of the Contractor, under
penalty of perjury, attesting that Contractor does not use coercion for labor or services as defined
in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material
breach of contract.
4. SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, and
subject to limited exceptions contained therein, a company is ineligible to, and may not, bid on,
submit a proposal for, or enter into or renew a contract with an agency or local governmental entity
for goods or services if at the time of bidding, submitting a proposal for, or entering into or
renewing a contract, the company is on the Scrutinized Companies that Boycott Israel List or is
engaged in the boycott of Israel. 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 company submitted a false
certification, or at the time of bidding, submitting a proposal for, or entering into or renewing a
contract, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized
Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute
Section 215.473, or is 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
177
THE GOODYEAR TIRE AND RUBBER COMPANY — FIRST AMENDMENT Page I of 7
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Attachment "C." 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 Florida Statute
Section 287.135.
5. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein,
all terms and conditions of the original Agreement between the parties, dated September 23, 2022,
shall remain in full force and effect.
6. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions
contained in this First Amendment shall prevail and be given superior effect and priority over any
conflicting or inconsistent terms, statements, requirements, or provisions contained in any other
document or attachment, including but not limited to Attachment "A."
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the date mentioned above.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE TO FOLLOW]
178
THE GOODYEAR TIRE AND RUBBER COMPANY — FIRST AMENDMENT Page 2 of 7
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
THE GOODYEAR TIRE AND RUBBER
COMPANY
Allan Alcerro, Store Manager and
Authorized Representative
STATE OF FLORIDA:
COUNTY OF
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this day of , 2024, by Allan Alcerro, as Store Manager, and
as Authorized Representative of The Goodyear Tire and Rubber Company.
(SEAL)
Personally Known or Produced Identification
Type of Identification Produced:
Notary Public, State of Florida
(Signature of Notary Public)
(Print, Type, or Stamp
Commissioned Name of Notary
Public)
[ADDITIONAL SIGNATURE PAGE TO FOLLOW]
THE GOODYEAR TIRE AND RUBBER COMPANY — FIRST AMENDMENT
Page 3 of 7
179
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
ATT'" T
CITY OF NNY ISLES BEACH
BY:
Larisa Svechin, Mayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:
ain E. Boileau, for Nabors, Giblin
& Nickerson, P.A., City Attorney
THE GOODYEAR TIRE AND RUBBER COMPANY — FIRST AMENDMENT
Page 4 of 7
180
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Attachment "A"
THE GOODYEAR TIRE AND RUBBER COMPANY — FIRST AMENDMENT
Page 5 of 7
181
V,1
AGREEMENT BETWEEN THE CITY OF SUNNY ISLES
BEACH AND THE GOODYEAR TIRE AND RUBBER COMPANY
CONTRACT NO. 2022-719
(PRIMARY FLEET—yGROUP 1)
THIS AGREEMENT, entered into this day of2022, by and
between the CITY OF SUNNY ISLES BEACH ("City") and THE GOODYEAR TIRE AND
RUBBER COMPANY ("Contractor"), whose federal tax identification number is 34-0253240.
RECITALS
WHEREAS, the City is in need of a primary contractor to provide maintenance and repair
services to City owned vehicles and trucks up to 1 %Z ton (Group 1 vehicles) ("Services"), as more
particularly described in Invitation to Bid No. 22-08-01, attached hereto as Attachment "A" and
made part hereof; and
WHEREAS, the City advertised Invitation to Bid No. 22-08-01 and the Contractor
submitted a bid in response thereto, attached hereto as Attachment `B" and made a part hereof; and
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 two (2) year term in a total amount not to exceed One Hundred Eighty
Thousand Dollars ($180,000.00).
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 part hereof for reference.
2. SERVICES. Contractor shall provide Services to the City as the primary Contractor for
Group 1 vehicles (cars and trucks up to 1 '/z ton), pursuant to this Agreement as well as all terms
and conditions set forth in Invitation to Bid No. 22-08-01, and Contractor's response thereto, which
are attached hereto as Attachments "A" and "B", respectively, and made a part hereof. Contractor
acknowledges and agrees that in the event Contractor is unable to provide Services for Group 1
vehicles, the City has the right to seek the Services from its secondary contractor.
Contractor agrees that tire purchases in connection with this Agreement shall be made pursuant to
NASPO contract RFP1118005083, and at the prices set forth therein.
Contractor further agrees to furnish all labor and material in a good and workmanlike and
professional manner to perform Services. Contractor agrees to have a qualified representative to
audit and inspect the Services provided on a regular basis to ensure all Services are being performed
Page I of 15
THE GOODYEAR TIRE AND RUBBER COMPANY
182
in accordance with the City's needs and pursuant to the terms of this Agreement, and shall report to
the City accordingly. Contractor agrees to immediately inform the City via telephone and in
writing of any problems that could cause damage to the City's property, improvements and persons.
Contractor will require its employees to perform their work in a manner consistent with the type
and scope of work to be performed. In the event that the Contractor fails to complete the Services
pursuant to the terms of this Agreement and City must undertake the completion of performance of
Services, Contractor agrees to indemnify the City or all costs incurred with respect to the
completion of those Services and any damages the City may suffer as a result of Contractor's
failure to perform the Services.
3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth
in Section 10 hereunder, the initial two (2) year tern of this Agreement shall commence on
September 18, 2022, and end no later than September 17, 2024.
Payment will be made only for work completed to the satisfaction of the City. The terms of
Sections 9 and 16 titled "Indemnification and Waiver of Liability," and "Compliance with Law,"
respectively, shall survive termination of this Agreement.
4. RENEWAL. Prior to, or upon completion of the initial two (2) year term, the City shall
have the option to renew this Agreement for an additional three (3) one-year renewal terms.
5. COMPENSATION. As the entire compensation during the initial two (2) year term of this
Agreement, in whatever capacity rendered, the City shall pay Contractor an amount not to exceed
One Hundred Eighty Thousand Dollars ($180,000.00) 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 Attachment "B" and NASPO contract
RFP 1118005083 pricing for tire purchases, and under the following conditions:
A. Disbursements. There are no reimbursable expenses associated with this contract.
B. Payment 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. Availability 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
Page 2 of 15
THE GOODYEAR TIRE AND RUBBER COMPANY
183
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
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, during 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 all loss, claims, damage and liabilities caused
by Contractor, its agents, contractors or employees, as more particularly set forth below:
A. Primary Comprehensive General Liability with minimum limits of $1,000,000 per claim and
$2,000,000 in the aggregate with the following coverage details:
— Premises and Operation
— Independent Contractors
— Broad Form Property Damages
— Broad Form Contractual Coverage applicable to this specific Contract, including any
hold harmless and/or indemnification 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.
— Waiver of Subrogation on behalf of the city.
— The City of Sunny Isles Beach named as Additional Insured
— Coverage to be provided on a Non-contributory and Primary format
Page 3 of 15
THE GOODYEAR TIRE AND RUBBER COMPANY
184
B. Primary Business Automobile Liability with a minimum limit of Liability of $1,000,000
with the following coverage details:
— Owned Vehicles.
— Hired and Non -Owned Vehicles.
— Employers Non -Ownership
— Waiver of Subrogation on Behalf of the city.
— The City of Sunny Isles Beach named as Additional Insured.
— Coverage to be provided on a Non-contributory and Primary format.
C. Garage Liability coverage for Garage Operations with minimum limits of not less than One
Million Dollars ($1,000,000) per occurrence. Garage keeper's Legal Liability with
minimum limits of not less than One Million Dollars ($1,000,000) per occurrence.
— Waiver of Subrogation on behalf of the city.
— The City of Sunny Isles Beach named as Additional Insured.
— Coverage to be provided on a Non-contributory and Primary format.
D. Workers' Compensation in accordance with Florida Statute, including $1,000,000
Employers' Liability form.
— Waiver of Subrogation on behalf of the City of Sunny Isles Beach.
E. A $5,000,000 Umbrella/Excess Liability policy over and above all of the coverage forms
mentioned above.
Cancellation and Re -Insurance. If any insurance should be canceled or changed by the insurance
company or should any insurance expire during the period of this contract, the Contractor shall be
responsible for securing other acceptable insurance for the coverage specified in this section in
order to maintain coverage during the life of this Contract. All deductibles must be declared by the
Contractor and must be approved by the City. At the option of the City, either the Contractor shall
eliminate or reduce such deductible or the Contractor shall procure a Bond, in a form satisfactory to
the City, covering the same.
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 by certified mail.
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The Contractor agrees that if any part of the Services under the Agreement is subcontracted,
Contractor will require the Sub-vendor(s) to carry insurance as required, and that they will require
the Sub-vendor(s) to furnish to them insurance certificates similar to those required by the City in
this section. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS
SECTION MUST BE APPROVED IN WRITING BY THE CITY.
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 AND WAIVER OF LIABILITY. To the fullest extent permitted
by law, the Contractor agrees to indemnify and hold -harmless the City, its agents, representatives,
officers, directors, officials and employees from any claims, liabilities, damages, losses and costs,
including, but not limited to, reasonable attorney fees to the extent caused, in whole or in part, by
the negligence, error or omission of the Contractor or persons employed or utilized by the
Contractor in performance of Services under this Agreement.
Contractor shall at all times hereafter indemnify, hold harmless and, at the City's option, defend or
pay for an attorney selected by the City to defend City, its agents, representatives, officers,
directors, officials and employees from and against any and all causes of action, demands, claims,
losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses,
caused or alleged to be caused by the intentional or negligent act of, or omission of Contractor,
including those of their employees, agents, servants, or officers, or accruing, resulting from, or
directly related to the subject matter of this Agreement including, without limitation, any and all
claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever
resulting from injuries or damages sustained by any person or property. In the event any lawsuit or
other proceeding is brought against City by reason of any such claim, cause of action or demand,
Contractor shall, upon written notice from City, resist and defend such lawsuit or proceeding by
counsel satisfactory to City.
The provisions and obligations of this Section shall survive the expiration or earlier termination of
this Agreement. To the extent considered necessary by City, any sum due Contractor under this
Agreement may be retained by City until all of City's claims for indemnification pursuant to this
Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to
payment of interest by City. The parties agree that One Hundred Dollars ($100.00) represents
specific consideration to the Contractor for the indemnification set forth in this Agreement.
10. TERMINATION AND REMEDIES FOR BREACH.
A. If, through any cause within 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, and the
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THE GOODYEAR TIRE AND RUBBER COMPANY
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City shall receive a refund from the Contractor in an amount equal to the actual cost
of a third party to cure such failure. If Contractor fails, refuses or is unable to
perform any term of this Agreement, City shall pay for services rendered as of the
date of termination.
(i.) In the event of termination, all finished and unfinished documents, data and
other work product prepared by Contractor shall be delivered to the City and the City
shall compensate the Contractor for all Services satisfactorily performed prior to the
date of termination.
(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 payment 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 giving
Contractor ten (10) days written notice. The terms of Paragraph A(i) and A(ii)
above shall be applicable hereunder.
C. Termination for Insolvency. 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. GOVERNING LAW, VENUE, ATTORNEYS FEES AND WAIVER OF JURY
TRIAL. This Agreement shall be interpreted and construed in accordance with and governed by
the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or
controversy arising out of this Agreement, and any action involving the enforcement or
interpretation of any rights hereunder shall be brought exclusively in the Eleventh Judicial Circuit
in and for Miami Dade County, Florida, and venue for litigation arising out of this Agreement shall
be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by
virtue of its residency or other jurisdictional device. In the event it becomes necessary for the City
to file a lawsuit to enforce any term or provision under this 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. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY HEREBY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF
ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is
intended to serve as a waiver of sovereign immunity, or of any other immunity, defense, or
privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes.
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THE GOODYEAR TIRE AND RUBBER COMPANY
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13. PUBLIC RECORDS. The Contractor shall be required to comply with the following
requirements under Florida's Public Records Law:
(A) Contractor shall keep and maintain public records required by the City to perform the
service.
(B) Upon request from the City, Contractor shall provide 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 provided by
law.
(C) 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.
(D) 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@sibfl.net, 18070, Collins Avenue, 4`
Floor, Sunny Isles Beach, Florida 33160.
14. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term 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.
15. 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
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
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188
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:
Stan Morris
With a copy to:
City Manager
Edward A. Dion
City of Sunny Isles Beach
City Attorney
18070 Collins Avenue
City of Sunny Isles Beach
Fourth Floor
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
Fourth Floor
Tel: (305) 792-1701
Sunny Isles Beach, Florida
33160
If to the Contractor:
Allan Alcerro, Store Manager
The Goodyear Tire and Rubber
Company
12850 W. Dixie Highway
North Miami Beach, FL 33161
Gsr25 5 6(cr�,goodyear.com
305-891-4648
16. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and
ordinances of any federal, state, or local governmental authority having jurisdiction with respect to
this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits,
licenses, approvals and consents necessary for the lawful conduct of the activities contemplated
under this Agreement.
17. 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, OSHA and EPA
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.
18. 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.
19. 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
Page 8 of 15
THE GOODYEAR TIRE AND RUBBER COMPANY
189
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
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.
20. 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 incorporated 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 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.
21. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES.
Pursuant to Florida Statutes Section 287.135, 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. Contractor 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 "C". 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 Florida Statute
Section 287.135.
22. E -VERIFY. Florida Statute 448.095 directs all public employers, including municipal
governments, to verify the employment eligibility of all new public employees through the U.S.
Department of Homeland Security's E -Verify System, and further provides that a public employer
may not enter into a contract unless each party to the contract registers with and uses the E -Verify
system. Florida Statute 448.095 further provides that if a Consultant enters into a contract with a
Page 9 of 15
THE GOODYEAR TIRE AND RUBBER COMPANY
190
subcontractor, the subcontractor must provide the Consultant with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In
accordance with Florida Statute 448.095, Consultant is required to verify employee eligibility using
the E -Verify system for all existing and new employees hired by Consultant during the contract
term. Further, Consultant must also require and maintain the statutorily required affidavit of its
subcontractors. It is the responsibility of Consultant to ensure compliance with E -Verify
requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website
(https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions. The
Consultant must retain .the I-9 Forms for inspection, and provide the attached E -Verify Affidavit,
attached hereto as Attachment "D".
23. MISCELLANEOUS.
A. In the event any provision of this Agreement is found to be void and 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. This Agreement, together with all terms and conditions contained in Fleet Maintenance
and Repair Services, Invitation to Bid No. 22-08-01, as well as Attachments "A", `B", "C" and
"D", 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.
F. If there is a conflict or inconsistency between any term, statement, requirement, or
provision of any exhibit attached hereto, any document or events referred to herein, or any
document incorporated into this Agreement, the term, statement, requirement, or provision
contained in this Agreement 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", `B", "C" and "D".
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
on the day and year first written above.
[SIGNATURE PAGE TO FOLLOW]
Page 10 of 15
THE GOODYEAR TIRE AND RUBBER COMPANY
191
WITNESS:
Signature
Print Name
ATTES
Acting City Clerk
THE GOODYEAR TIRE AND RUBBER COMPANY
THE GOODYEAR TIRE AND
RUBBER COMPANY
B
All Cerro, Store Manager
CITY OF SUNNY ISLES BEACH
BY:
Dana Robin Goldman, Mayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:or_ Q-1
E ward A. ion, City Attorney
Page 11 of 15
192
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Attachment "B"
193
THE GOODYEAR TIRE AND RUBBER COMPANY — FIRST AMENDMENT Page 6 of 7
SUNNY J$4
y
� n
U` x
i0' p�* FL0R\OP
°F 5°N PAffidavit of Compliance with Anti -Human Trafficking Laws
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Telephone: (305) 947-0606
The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of
perjury, as follows:
1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida
Statutes. (Source: § 787.06 (13), Florida Statutes — Human Trafficking).
2. The undersigned is authorized to execute this affidavit on behalf of Entity.
Date: , 20_
Entity:
STATE OF
COUNTY OF
Signed:
Name:
Title:
The foregoing instrument was acknowledged before me, by means of ❑ physical presence or ❑
online notarization, this day of 20 by
as for
me or who has produced
Notary Public Signature:
Print Name:
, who is personally known to
as identification.
State of Florida at Large (Seal)
My commission expires:
194
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Attachment "C"
THE GOODYEAR TIRE AND RUBBER COMPANY — FIRST AMENDMENT
Page 7 of 7
195
O� SV%ANY Ig�FJe
F
n
U I
CONTRACTOR ANTI -BOYCOTT CERTIFICATION
�f 9D�rt FLaa`Oo
° [PURSUANT TO FLORIDA STATUTE § 215.135]
I, , on behalf of ,
Print Name Company Name
certifies that
Company Name
1. Participate in a boycott of Israel; and
does not:
2. Is not on the Scrutinized Companies that Boycott Israel 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 the Iran Terrorism
Sectors List; and
5. Has not engaged in business operations in Cuba or Syria.
Signature
Title
Date
196
TO:
VIA:
FROM:
DATE:
RE:
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
Honorable Mayor and City Commissioners
Stan Morris, City Manager
Fabricio Volpi, Public Works Director
July 18, 2024
Approval of the First Amendment to the Agreement with Goodyear for Fleet
Maintenance and Repair Services
RECOMMENDATION:
Staff recommends approval of this Resolution.
REASONS:
The City of Sunny Isles Beach desires to continue services with Goodyear. The goal of the Citys' Fleet
Division is to ensure the fleets safe operation by having an effective preventive maintenance program,
including for general repairs, vehicle and equipment repairs, modification, preventive maintenance
inspections and/or other work under this contract shall be performed at the contractor's'site.
Goodyear has agreed to continue services for the remainder of this fiscal -year in the amount of
$30,000.00 and to renew the contract with the City for an addition one-year in the amount $120,000.00
For the total amount not to exceed of $150,000.00.
FUNDING SOURCE:
Funds have been appropriated in various budget accounts.
ATTACHMENTS:
Resolution
First Amendment
Item Number: 10.1
174