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HomeMy WebLinkAboutReso 2024-3693RESOLUTION NO. 2024 - 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN 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-SEVEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($157,500.00), 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; and WHEREAS, the City has been informed by the Vendor that the Agreement is ultra vires, and a new Agreement must be executed; and WHEREAS, the Vendor continues to be qualified, willing and able to provide the Services to the City; and WHEREAS, the City Commission wishes to approve an Agreement with the Vendor for the Services, in a total amount not to exceed One Hundred Fifty -Seven Thousand Five Hundred Dollars and No Cents ($157,500.00), 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 Agreement. The City Commission hereby approves an Agreement with The Goodyear Tire and Rubber Company to provide maintenance and repair services for the City's fleet, in an amount not to exceed One Hundred Fifty -Seven Thousand Five Hundred Dollars and No Cents ($157,500.00), 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. PASSED AND ADOPTED this 151h day Larisa Svechin, Mayor @BCL@640B75CB.doc Page 1 of 2 145 ATTEST: ,; APPROVED AS TO FORM AND LEGAL SUFFICIENCY: I -Awl Mau ric o Betancur, IMC, City Clerk Alain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Moved by: ,* Seconded by - Vote: Mayor Svechin Yes) (No) Vice Mayor Lama 60(Yes) (No) Commissioner Joseph (Yes) (No) Commissioner Stuyvesant (Yes) (No) Commissioner Viscarra (Yes) (No) @BCL@640B75CB.doc Page 2 of 2 146 VNNY ISL O ^�p AGREEMENT BETWEEN THE CITY OF SUNNY ISLES - . FLOP - BEACH AND THE GOODYEAR TIRE & RUBBER COMPANY ' °` ` CONTRACT NO. 2024-719 THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate, this �&A day of August, 2024, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and THE GOODYEAR TIRE & RUBBER COMPANY, a corporation authorized to do business in the State of Florida, whose Federal Employer Identification (FEI) No. is 34-0253240 (hereinafter referred to as "Contractor"). 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 '/2 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, City and Contractor entered into an Agreement on September 23, 2022, for an initial 2 year term, in an amount not to exceed ($180,000.00), with options to renew for an additional three (3) one-year renewal periods; and WHEREAS, City has been informed by Contractor that the Agreement of September 23, 2022 is ultra vires, and a new Agreement must be executed; and WHEREAS, the Contractor continues to be qualified, willing and able to provide the Services on the terms and conditions set forth herein; and WHEREAS, the City wishes to enter into a new Agreement with Contractor to provide the desired Services as more particularly described in Attachments "A" and `B," for a total amount not to exceed One Hundred Fifty -Seven Thousand Five Hundred Dollars and No Cents ($157,500.00); NOW THEREFORE, in consideration of the promises and the mutual covenants herein stated, the parties agree as follows: TERMS 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. THE CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, as well as the terms and conditions of Invitation to Bid No. 22-08-01, which are specifically incorporated herein and made a part hereof as Attachment "A," as well as Contractor's response thereto, attached and incorporated herein as Attachment `B" (hereinafter referred to collectively as "Contract Documents"). In the event of any conflict between or among the contract documents or any ambiguity or missing specifications or instruction, the following priority is established: THE GOODYEAR TIRE & RUBBER COMPANY City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax A. First, this Agreement Between the City of Sunny Isles Beach and The Goodyear Tire & Rubber Company, Contract No. 2024-719. B. Second, the terms and conditions of Invitation to Bid No. 22-08-01, appended as Attachment "A." C. Third, Contractor's response to Invitation to Bid No. 22-08-01, appended as Attachment "B." 3. SERVICES. Contractor shall provide Services to the City as the primary Contractor for Group 1 vehicles (cars and trucks up to 1 % ton), pursuant to this Agreement as well as all terms and conditions set forth in Invitation to Bid No. '22-08-0 1, 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. The Services shall be performed by Contractor to the full satisfaction of the City. Contractor 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 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 and subcontractors to perform their work in a manner befitting 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 contract and City must undertake the completion of performance of Services, Contractor agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. 4. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall commence upon full execution of the Agreement and shall continue for one (1) year thereafter. Prior to, or upon completion of the foregoing one (1) year term, the City shall have the option to renew this Agreement for an additional two (2) one- year renewal terms. Payment will be made only for work completed to the satisfaction of the City. The terms of Sections 13 and 16 entitled "Indemnification and Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this Agreement. Any and all terms with respect to warranties, including Sections 8 and 9, herein entitled "Warranty of Services" and "Defective Work," respectively, and those specifically provided for in the Contract Documents shall also survive termination of this Agreement. 5. COMPENSATION. During the term of this Agreement the City shall pay Contractor for Services performed under this Agreement, in a total amount not to exceed One Hundred Fifty Seven Thousand Five Hundred Dollars and No Cents ($157,500.00). Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with the Contract Documents, under the following conditions: THE GOODYEAR TIRE & RUBBER COMPANY City of Sunny Isles Beach 1.8070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 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. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State. of Florida Prompt Payment Act. The City will pay properly submitted Contractor invoices following each monthly period within 30 (thirty) days of receipt, for completed and accepted deliveries or specified services and/or goods, unless the City notifies the Contractor in writing of the dispute, before the payment is due. 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. If the City should not appropriate or otherwise make available funds sufficient to purchase the Services procured pursuant to this Agreement, the City may unilaterally terminate any and all contractual or other obligations herein without any further liability or penalty upon twenty (20) days' notice to Contractor. 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 terns 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 shal l 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. THE GOODYEAR TIRE & RUBBER COMPANY City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, self -insure or procure and maintain the following minimum insurance coverage to protect the City and Consultant against all loss, claims, damage and liabilities caused by Contractor, its agents or employees, as indicated below: A. Comprehensive General liability insurance, with minimum limits of One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, with the following coverage details. 1. Premises and Operation 2. Broad Form Property Damages 3. Broad Form Contractual Coverage applicable to this specific Contract, including any hold harmless and/or indemnification agreement. 4. 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. 5. Waiver of Subrogation on behalf of the city. 6. The City of Sunny Isles Beach named as Additional Insured 7. Coverage to be provided on a Non-contributory and Primary format B. Garage keeper's Legal Liability with minimum limits of not less than One Million Dollars ($1,000,000) per occurrence. 1. Waiver of Subrogation on behalf of the city. 2. The City of Sunny Isles Beach named as Additional Insured. 3. Coverage to be provided on a Non-contributory and Primary format. C. Worker's Compensation and employer's liability coverage, as required pursuant to Florida law including $1,000,000 Employers' Liability form and Waiver of Subrogation on behalf of the City of Sunny Isles Beach. D. Primary Business Automobile Liability with a minimum limit of Liability of $1,000,000 with the following coverage details: 1. Owned Vehicles. 2. Hired and Non -Owned Vehicles, 3. Employers Non -Ownership 4. Waiver of Subrogation on Behalf of the city. 5. The City of Sunny Isles Beach named as Additional Insured. 6. Coverage to be provided on a Non-contributory and Primary format. E. Umbrella Liability policy of not less than Five Million Dollars ($5,000,000) per occurrence. Cancellation and Re -Insurance. If any insurance should be canceled or materially 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 THE GOODYEAR TIRE & RUBBER COMPANY 4 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 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. 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 endor§ed to be primary over any insurance, which the City may maintain. Before any work under this Agreement is performed, d and to the extent not self-insured, 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. The policies may not be canceled or materially altered without thirty (30) calendar day's prior written notice to the City Manager or his designee by certified mail. 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. WARRANTY OF SERVICES. 8.1 The Contractor shall warrant the labor performed for a minimum period of one (1) year from the date the Services are complete. This warranty shall be in addition to whatever rights the City may have under state or federal law. The Contractor's obligation under this warranty shall be at its own cost and expense, to promptly repair or replace (including cost of removal and installation), that item (or part or component thereof) which proves defective or fails to comply with the Agreement within the warranty period such that it complies with the Agreement. 8.2 Contractor warrants to the City that all materials and equipment furnished under this Agreement will be new unless otherwise specified and will be of good quality, free from faults and defects and in conformance with the Agreement. All equipment and materials not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by City or its ,designee, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by any other provisions within this Agreement. 8.3 Any warranty required or received from a subcontractor, manufacturer, or supplier is herein assigned and provided by the Contractor to the City effective immediately upon completion of Services. All warranties, expressed and/or implied, shall be given to the City for all material and equipment covered by this Agreement. All material and equipment furnished shall be fully guaranteed by the Contractor against factory defects and workmanship. At no expense to the City, the Contractor shall correct any and all apparent and latent defects that are required under state or federal law. THE GOODYEAR TIRE & RUBBER COMPANY 5 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 9. DEFECTIVE WORK. 9.1 The,City or its designee shall have the authority to reject or disapprove work which is , found to be defective. If defective work is found, Contractor shall , .promptly, either correct all defective work or remove such defective work and replace it with non -defective work. Contractor shall bear all direct and indirect costs of such removal or corrections including cost of testing laboratories and personnel. 9.2 Should Contractor fail or refuse to remove or correct any defective work or to make any necessary repairs in accordance with the requirements of this Agreement within the time indicated in writing by the City Manager or its designee, the City shall have the authority to cause the defective work to be removed or corrected, or make such repairs as may be necessary at Contractor's expense. Any expense incurred by the City in making such removals, corrections or repairs, shall be paid for out of any monies due or which may become due to Contractor. In the event of failure of Contractor to make all necessary repairs promptly and fully, which is not cured in the cure period, the City may declare Contractor in default. 9.3 If, within one (1) year after the date of completion of Services or such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, or by any specific provision(s) of this Agreement, any of the work is found to be defective or not in accordance with this Agreement, Contractor, after receipt of written notice from the City or its designee, shall promptly correct such defective or nonconforming work within the time specified. by the City without cost to the City. Nothing contained herein shall be construed to establish a period of limitation with respect to any other obligation which Contractor might have under this Agreement including but not limited to any claim regarding latent defects. 9.4 Failure to reject any defective work or material shall not in any way prevent later rejection when such defect is discovered, or obligate the City to final acceptance. 9.5 Where the City or its designee becomes aware of faults, defects or non -conformity in any of the work provided under this Agreement or with the work being performed by the Contractor, the City or its designee shall issue a Notice to Cure to the Contractor for correction. In no event shall the failure of the City or its designee to bring to the attention of the Contractor of such faults act as a waiver or release the Contractor from responsibility or liability for such fault, defect or non- conforming work. 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 THE GOODYEAR TIRE & RUBBER COMPANY 6 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 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 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. 1. 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. 2. 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 10A(1) and A(2) 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. 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 this Agreement shall terminate 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 from violating such provisions. 12. JURISDICTION, VENUE 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 THE GOODYEAR TIRE & RUBBER COMPANY 7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 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. 13. 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 cause, in whole or in part, by the professional negligence, error or omission of the Contractor or persons employed or utilized by the Contractor in performance of Services under this Agreement, including any subcontractors. 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, subcontractors, 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. 14. 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. 15. 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 immediately make correction thereof to comply. 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, THE GOODYEAR TIRE & RUBBER COMPANY 0 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 17. 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 electronic mail (e-mail) (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: Stan Morris With a copy to: City Manager City Attorney City of Sunny Isles Beach City of Sunny Isles Beach 18070 Collins Avenue 18070 Collins Avenue Fourth Floor Fourth Floor Sunny Isles Beach, Florida 33160 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1776 Tel: (305) 792-1766 smorris@sibfl.net vvicente(@,noiilaw.com If to the Brian Dougherty, Channel Manager Contractor: Government Sales 200 Innovation Way Alcon, OH 44316 Tel: (330) 796-4270 brian douahertvaoodvear.com 18. 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 THE GOODYEAR TIRE & RUBBER COMPANY n City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 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, 411 Floor, Sunny Isles Beach, Florida 33160. 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, gender, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to ensure 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 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 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, directly or indirectly which should conflict in any manner or degree with the performance of Services under this Agreement. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. THE GOODYEAR TIRE & RUBBER COMPANY 10 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 22. CONFLICTING PROVISIONS. 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, including but not limited to Attachments "A" and `B". 23. 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 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. 24. , 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 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." 25. 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), THE GOODYEAR TIRE & RUBBER COMPANY 11 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Florida Statutes. Contractor must submit the affidavit that is attached to this agreement as Attachment "E," 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. 26. 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. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate on the day and year first written above. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO FOLLOW] THE GOODYEAR TIRE & RUBBER COMPANY 12 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax THE GOODYEAR TIRE & RUBBER COMPANY BY: STATE OF 0 i_ COUNTY OF f -- menee Kaaaoaugn, vice-Yreslcient, Channels and Categories North America Consumer The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this 26f``day of August 2024, by Renee Radabaugh, as Vice -President of The Goodyear Tire & Rubber Company. Notary ub 'c, State of i*bricta C�tn� U (Signature of Nota Public Shelby L. Ranier, Attorney at Law ( g Notary ) Resident Summit County Notary Public, State of Ohio My Commission Has No Expiration Date See 147.03 RC r� (Print, Type, br Stamp Commissioned Name of Notary Public) Personally Known or Produced Identification Type of Identificati n Produced: [ADDITIONAL SIGNATURE PAGE TO FOLLOW] THE GOODYEAR TIRE & RUBBER COMPANY 13 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax ATT BY: Department Head CITY OF SU)qN)(ISLES BEACH BY: ( Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: lain E. Boileau for Nabors, Giblin & Nickerson, P.A., City Attorney THE GOODYEAR TIRE & RUBBER COMPANY 14 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 & RUBBER COMPANY 15 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "B" THE GOODYEAR TIRE & RUBBER COMPANY 16 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 & RUBBER COMPANY 17 V/SupINY IJ�F J CONTRACTOR ANTI -BOYCOTT CERTIFICATION w OP c �•, o �N [PURSUANT TO FLORIDA STATUTE § 215.1351 on behalf of ( (��� C l' �� c �! � y C, Print Name Company Name (�30c,)V 4 certifies that does not: Company Name 1. Participate in a boycott of Israel; and 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 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "D" THE GOODYEAR TIRE & RUBBER COMPANY 18 E -Verify Affidavit 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 contractor enters into a contract with a subcontractor, the subcontractor must provide.the contractor 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, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E -Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e-verifv.gov/emplovers/enrolling-in-e-verify) and follow the instructions. The contractor must, as usual, retain the 1-9 Forms for inspection. By affixing your signature below you hereby affirm that you will comply with E -Verify requirements. Offeror Signature ))� Print Name 3q- Federal Employer Identification Number (FEIN) Date VPSv�►tascy�r�'eJ' Title Sworn to and subscribed before me on this this day ofAt S 20Z'f BY L&22 C -_ Is personally known to me ❑ Has produced identification (type of identification produced: Public e1Uy L Ranier, Attorney at Law Resident Summit County Notary Public, State of Ohio p of NotarySBf.MRM3 R(: - Expiration Date City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "E" THE GOODYEAR TIRE & RUBBER COMPANY 19 SUNNY �S< U K 1 Y yF 99ja F `�R\d S,�Y r r"�"V,,1 o Affidavit 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: Arul!lvtSJ-- Z0 , 20� Entity: &ac), eo. I ire ,o �p. STATE OF COUNTY OF S,kkxA("C4— Signed: Name: 4noe �aJa,.bayz7 Title: VP The foregoing instrument was acknowledged before me, by means ofiysical presence or ❑ online notarization, this �0� day of LA 20 by c - c�< <-� ,, as e. -S for who is peiYonally known to Notary Public Signature: —� Print Name: < kLtL--i Odli�v 6vkA 6 State of ) My commission expires: VLl(L -';` • `!/ �l-, Shelby L. Ranier, Attorney at Law Resident Summit County Notary Public, State of Ohio My Commission Has No Expiration Yate \'' Sec 147.03 RC CrTr FLO OF SVS+ AaV City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Fabricio Volpi, Public Works Director DATE: August 15, 2024 RE: Approval of an Agreement with Goodyear for Fleet Maintenance and Repair Services RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: The City is in need of a primary contractor to provide maintenance and repair services to City owned vehicles and trucks up to 1 % ton as more particularly described in Invitation to Bid No. 22-08-01 (ITB). The City duly advertised the ITB , with The Goodyear Tire and Rubber Company (Contractor) being one of two vendors to provide a bid in response. The City and Contractor entered into an Agreement on September 23, 2022, for an initial 2 -year term, in an amount not to exceed $180,000.00, with options to renew for an additional three 1 -year renewal periods. However, the City has been informed by Contractor that the agreement of September 23, 2022 is ultra vires, and a new agreement must be executed. The Contractor continues to be qualified, willing and able to provide the services on the terms and conditions. Item Number: 10.0 143 The City wishes to enter into a new agreement with Contractor to provide the desired Services for a total amount not to exceed $157,500.00 ADDITIONAL INFORMATION: Copies of the complete contract documents are on file with the Office of the City Clerk and are available upon request. FUNDING SOURCE: Funds have been appropriated in Various budget accounts. ATTACH M E NTS: Resolution Agreement Item Number: 10.0 144