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2273 PBA 19/20-80 Vehicle Parts Installation - Piggyback - Lights n More4----Y OF sco"in -�SXNFORD FINANCE DEPARTMENT PURCHASING DIEPARTMrENT TRANsm[TTAL MEMORANDUM F-1 Development Order Mayor's signature Fj Final Plat (original mylars) ❑ Recording F-1 Letter of Credit F-1 Rendering F-1 Maintenance Bond g Safe keeping (Vault) R Ordinance E] Deputy City Manager R Performance Bond ❑ Payment Bond F-1 Resolution ❑ City Manager Signature ❑ F-1 City Clerk Attest/Signature — City Attorney/Signature Once completed, please: I - Return originals to Purchasing- Department F-1 Return copies El Special Instructions: PBA with City of Melbourne, expires 1/10/2022 Li vt.ofye y r3oja.&z4e.v- From SharePoint—Finance Purchasingjorms - 2018.doc Date Lights N More Installations, LLC Piggyback Contract (PBA 19/20-80) (Vehicle Parts Installation) The City of Sanford ("City") enters this "Piggyback" Contract with Lights N More Installations, LLC, a Florida limited liability company (hereinafter referred to as the "Vendor"), whose principal address is 3516 Deerfield Road, Casselberry, Florida 32707 under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with the City of Melbourne, Florida, said contract being identified as "Purchase Agreement For Services (Contract No. 10-002-0-2018/LT) ", as may have been amended, in order for the Vendor to provide goods and services relating to the City's need for vehicle parts installation (said original contract being referred to as the "original government contract" which is based upon procurement activity conditions). (2). The original government contract documents are incorporated herein by reference and attached as Exhibit "A" to this Contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services. (3). Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical 11 Page provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: N/A. (a). Time Period ("Term") of this Contract: (state NIA if this is not applicable). (b). Insurance Requirements of this Contract: (state N/A if this is not applicable). N/A. (c). Notwithstanding anything in the original government contract to the contrary, the City's terms and conditions relating to the issuance of purchase orders or work orders, or referenced in such documents, shall prevail over any inconsistent provisions of the original government contract. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Managers designated representative for this Contract is Marisol Ordofiez, Purchasing Manager, Finance -Purchasing Division, 300 North Park Avenue; Sanford, Florida 32771, telephone number (407) 688-5028 and whose e-mail address is Marisol.ordonez@sanfordfl.gov. (e). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties 2 1 P a g e arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. (f). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). Notwithstanding any other provision in the original government contract to the contrary, the Vendor shall provide the City with most favored nation pricing. (h). All the services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (i). Public Records Requirements. (1). IF THE CONTRACTORIVENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, MMC, ECRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, 3 1 P a g e SANFORD, FLORIDA 327715 TRACI.HOUCHIN@SANFORDFL.GOV. (11). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D).Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor upon termination of this Contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. 4 1 P a g e (111). If the Vendor does not comply with a public records request, the City shall enforce the provisions of this Contract in accordance with the terms and conditions of this Contract. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. 0). All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered on the last date of a signatory hereto as set forth below. Attest: Ilene MallozA�7- Mpnager/Member Lights N More Installations, LLC, a Florida limited liability company. By: "leg Michael Mallozzi Manager/Member Date: i 0 - S -j0 Attest: City Of Sanford n l <H-ck, (0 11-tAk Traci Houchin, City Clerk, MMC, FCRM Art Woodrurf, Mayor Date: A Z-0 e Approved as to form and legal sufficie Gy and le a su*lce g Y Attorney y WHIG-- I Colbert City Attorney 5l Page Exhibit "A" [Attach original government contract documents] 6 1 P a_g e City of Melbourne FIRS 1 AMENDMENT TO PURCHASE AGREEMENT FOR SERVICES Vehicle PartsInstallation Contract No. 10-002-0-2018/1-T This First Amendmeto Service Contract No. 10-002-0-2018/LT, Vehicle Parts Installation, dated 1 September 23, 2019, entered into by and between the CITY OF MELBOURNE, a Florida municipal corporation, whose a dress is 900 East Strawbridge Avenue (the "CITY") and LIGHTS N MORE INSTALLATIONS, L IC , a Florida limited liability company whose address is 3516 Deerfield Rd, Casselberry, FL 3270 (the "CONTRACTOR") (Collectively the "Parties"). � The CITY and the COI ITRACTOR agree as follows: 1. The Contract ente ed into on January 11, 2018, is hereby renewed for an additional twenty (24) month term beginning Jai uary 11, 2020 through January 10, 2022. 2. Except as expres provided in this First Amendment to Service Contract No. 10-002-0-201 8/LT Vehicle Parts Installation, , 11 of the terms and provisions of the Contract are and will remain in full force and effect and are hereby rat fied and confirmed by the CITY and the CONTRACTOR. Without limiting the generality of the foregoing, ti e amendments contained herein will not be construed as an amendment to or waiver of any other provi, ion of the Contract or as a waiver of or consent to any further or future action on the part of either the 41TY or the CONTRACTOR that would require the waiver or consent of the other party. The Parties duly execute this amendment to become effective as of the date first written above. CITY OF MELBOURNE, FLORIDA LIGHTS N MORE INSTALLATIONS, LLC A Florida municipal orporation A Florida limited liability company B y-Date_3-tj.� BY: Date C& Shannon 4Lewls Name: Michael Mallozzi Its: City Manager its: Owner 900 E. Strawbridge jAvenue 3516 Deerfield Rd Melbourne, Florida P2901 Casselberry, FL 32707 ATTEST: Oath en A. Wysor, City An Equal Opportunity Employer mmmelbournefloddo-org Procurement Division o 900 P. Strawbridge Avenue a Melbourne, Florida 32901 o (321) 908-7080 a Fax (321) 608-7070 PURCHASE AGREEMENT FOR SERVICES Vehicle Parts Installation This PURCHASE AGREEMENT FOR SERVICES — Vehicle Parts Installation (this "Contract") is entered into by and between the City of Melbourne, Florida, hereinafter referred to as the CITY, and Lights N More Installations, LLC, a Florida Limited Liability Company, whose principal address is 3516 Deerfield Rd, Casselberry, FL 32707, hereinafter referred to as the CONTRACTOR. CITY PROCUREMENT CONTACT: CITY DEPARTMENT CONTACT: CONTRACTOR CONTACT: Procurement Division Fleet Divisions/Management Services Lights N More Installations, LLC Leo Torres, Buyer Ernest Hutman, Fleet Division Manager Michael Mallozzi, Owner 900 E. Strawbridge Ave 2901 Harper Rd 3516 Deerfield Rd Melbourne, FL 32901 Melbourne, FL 32904 Casselberry, FL 32707 I-eo.Torres(8)mIbfI.or-Q Ernest,Hutman@mibfl.org Lightsnmoreinstallations@gmail.com P:407 -668-9962/F:321-203-4339 P:321 -608-7066/F:321-608-7095 I P:321 -608-5401/F:321-608-5405 This Contract consists of the following documents: (Mark "X" where applicable) Exhibit A: Standard Terms and Conditions of Purchase Agreement - Services (Std Version 6/4/16) Exhibit Al. Statement of Work ISI Exhibit A2, Performance Standards F1 Exhibit A3, Maintenance Agreement Z Exhibit A4. Pricing Schedule Exhibit B: Supplemental Provisions 0 Exhibit C: Federal Compliance Provisions Exhibit D: Bid Specifications Z Exhibit DI: Invitation to Bid # 10.002-0-2018/LT as modified by addenda (the "ITB") El Exhibit D2: Request for Proposal # , as modified by addenda (the "RFP") Exhibit D3: CONTRACTOR'S Responsive Bid dated November 15, 2017 but only to the extent responsive to City's ITB or RFP (the "Bid") City may purchase and CONTRACTOR shall provide the Services (and Items incidental thereto) as described in Exhibit Al at prices specified in Exhibit A4, in accordance with the terms and conditions of this Contract and the documents marked above as Exhibits, all incorporated herein by reference. This Contract commences on January 9, 2018 (the "Commencement Date"), subject to the Effective Date. This Contract expires on January 8, 2020 (the "Expiration Date") and [-] is not renewable Z is renewable for two (2) additional two (2) year terms. CITY: CONTRACTOR: CITY OF MELBOURNE, Lights N More Installations a FIXUI corporation a FI id Limited bility Company _7 T -t --1p JIMA. Michael cNe s anager Date Signature 0.7. Date City Name: Michael Mallozzi /-%I I mS1. Cathleen A. Wysor, Cit 0 rk Title: Owner city Use only Commencement Date: Initial Method of Procurement (mark): Note: But effective no earlier than last of the parties to execute ZITB# 10-002-0-2018/1-T Expiration Date: r1RFP # Renewal: F1No MYes: 2 times F-1r-v-flnn- City Council Approval Date: Std Version 6/4/2016 Services EXHIBIT A STANDARD TERMS AND CONDITIONS OF PURCHASE AGREEMENT — SERVICES 1. DEFINITIONS A. "Item(s)" means any goods or items, including intellectual property, provided by CONTRACTOR incidental to the Services. B. "Hazardous Materials" are or contain dangerous goods, chemicals, contaminants, substances, pollutants, or any other materials that are defined as hazardous by relevant local, state, national, or international law, regulations, and standards. C. "Purchase Order' is CITY's document setting forth specific Services to be rendered and Order information. D. "Order" means CITY s authorization for CONTRACTOR to provide the Services defined in accordance with the CITY's Purchase Order sent to CONTRACTOR. E. "Service(s)" means the work which CONTRACTOR is to perform for CITY as set forth in Exhibit Al in compliance with the Performance Standards of Exhibit A2 and the Maintenance Agreement of Exhibit A3. F. "Commencement Date" and "Expiration Date" are defined as set forth on the first page of this Contract and shall apply to term contracts. 2. TERM OF AGREEMENT The term of this Contract shall begin on the Effective Date, and continue to the Expiration Date. The Effective Date of this Contract shall be the date of the last of the parties to sign. 3. PRICING A. Prices set forth on Exhibit A4 shall remain fixed for the duration of this Contract except as provided herein. . B. The price charged CITY for any Service shall always be CONTRACTOR's lowest price charged any customer for that equivalent Service regardless of any special terms, conditions, rebates, or allowances of any nature. If CONTRACTOR sells any Service to any customer at a price less than that set forth herein, CONTRACTOR shall adjust its price to the lower price for any un -invoiced Service and for all future invoices for such Service. For purposes of comparing price under this Paragraph, the price and/or conversion costs of Services shall include those CONTRACTOR cost components which are generic to the Services as compared to other similar services generally provided by CONTRACTOR. Such comparison shall be made to the extent Services have similar characteristics, such as labor rates, turnkey material costs, storage expenses, or other specific comparison criteria agreed upon by the parties. C. In the event CONTRACTOR offers a lower price, either as a general price drop or only to some customer(s) for any reason, CONTRACTOR shall immediately inform CITY of this price and rebate to CITY an amount equal to the difference in the price paid by CITY and the lower price for all such Services provided during the preceding thirty (30) days. D. All Applicable taxes and other charges such as duties, customs, tariffs, imposts, and government imposed surcharges paid by CONTRACTOR shall be stated separately on CONTRACTOR's invoice and borne by CONTRACTOR. in the event that CITY is prohibited by law from remitting payments to the CONTRACTOR unless CITY deducts or withholds taxes therefrom on behalf of the local taxing jurisdiction, then CITY shall duty withhold such taxes and shall remit the remaining net invoice amount to the CONTRACTOR. CITY shall not reimburse CONTRACTOR for the amount of such taxes withheld. E. The purchase of equipment, materials, and/or service by the CITY may be exempt from the payment of excise, transportation and sales tax imposed by the federal, state and/or other city governments. Upon request, applicable federal excise exemption certificates will be furnished to CONTRACTOR. F. Additional costs including such taxes, surcharges and delivery costs, except those described on Exhibit A4, will not be paid or reimbursed without CITY's prior written approval. G. CITY reserves the right to have CONTRACTOR's records inspected and audited to ensure compliance with this Contract. At CITY's option or upon CONTRACTOR's written demand, such audit will be performed by an independent third party at CITY's expense. However, if CONTRACTOR is found to not be complying with this Contract in any way, CONTRACTOR shall reimburse CiTY for all costs associated with the audit, along with any discrepancies discovered, within thirty (30) days after completion of the audit. The results of such audit shall be kept confidential by the auditor to the extent allowed by law and, if conducted by a third party, only CONTRACTOR's failures to abide by the obligations of this Contract shall be reported to CITY. 4. INVOICING AND PAYMENT A. Payment for Services as specified in the contract shall be processed promptly after performance of Services and after receipt of property prepared invoice(s). Original invoices shall be submitted and shall include: purchase agreement number from the Purchase Order, purchase order number, line item number, Order number, part number, complete bill to address, description of Services, quantities, unit price, extended totals, and any applicable taxes or other charges. For payment, Seller must render original invoice to the City of Melbourne, Accounts Payable Division, 900 East Strawbridge Avenue, Melbourne, Florida 32901. B. CONTRACTOR shall be responsible for and hold the CITY harmless for any and all payments to CONTRACTOR's vendors or subcontractors utilized in the performance of the Services. C. Discounts for prompt payment will not be considered in bid evaluations, unless otherwise specified. Offered discounts, however, will be taken if payment is made within the discount period. D. Payment is made when CITY's check is mailed or EDI funds transfer initiated. E. CITY is a local governmental entity subject to the Local Government Prompt Payment Act, §218.70, et seq., Fla. Stat. and payment by CITY shall be made in compliance with said Act. Late charges may be assessed subject to said Act but only to the extent set forth in this Contract. F. No payments shall be made in advance of acceptance of services not covered under this Contract nor for Services not acceptable to CITY. G. CONTRACTOR agrees to invoice CITY no later than sixty (60) days after performance of Services. CITY will not be obligated to make payment against any invoices submitted after such period. H. Payment by the CITY shall be subject to approval and acceptance of Services by CITY. Notwithstanding the foregoing, CITY's payment shall not constitute acceptance. 5. NON -APPROPRIATION - All funds for payment by CITY under this Contract are subject to the availability of an annual appropriation for this purpose by the Melbourne City Council. In the event of non -appropriation of funds by the Melbourne City Council for the Services provided under this Contract, CITY will terminate this Contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the Services covered by this Contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Contract, CONTRACTOR on thirty (30) days prior written notice shall accept cancellation, but failure to give such notice shall be of no effect and CITY shall not be obligated under this Contract beyond the date of termination. NON -EXCLUSIVITY - The right to provide the Services, which will be granted under this Contract, shall not be exclusive. The CITY reserves the right to competitively bid any Services from another provider when it is in the best interest of CITY. 7. TERMINATION A. CITY may terminate this Contract or any Purchase Order issued, or any part thereof, at any time for its sole convenience by giving thirty (30) days written notice of termination to CONTRACTOR. B. CITY may terminate this Contract upon written notice to CONTRACTOR in the event CONTRACTOR defaults on any of the terms and conditions of this Contract and such failure continues for a period of fifteen (15) days following notice from CITY specifying the default. C. Notwithstanding the foregoing, CITY may immediately terminate this Contract, without providing CONTRACTOR with notice of default or an opportunity to cure, if CITY determines that CONTRACTOR has failed to comply with any of the terms and conditions of this Contract related to safety, indemnification or insurance coverage. D. Notwithstanding the foregoing, CITY reserves the right to immediately terminate this Contract by providing written notice to CONTRACTOR but without an opportunity to cure if CiTY determines CONTRACTOR knowingly furnished any statement, representation, warranty or certification in connection with the solicitation of CONTRACTOR's bid or this Contract, which representation was materially false, deceptive, incorrect, or incomplete. E. Notwithstanding the foregoing, CITY reserves the right to immediately terminate the contract by providing written notice to CONTRACTOR if the State of Florida or the federal government enacts a law, which removes or restricts the authority of CITY to conduct all or part of its function. F. Upon receipt of such notice of termination, CONTRACTOR shall- (1) discontinue the terminated work in accordance with CITY's instructions, (2) thereafter perform only such portion of the work not terminated, (3) not place further orders or enter into further subcontracts for Services relating to this Contract, and (4) terminate all existing orders and subcontracts insofar as such orders and subcontracts relate to the performance of this Contract. G. There shall be no termination charges for Services not yet provided. The CITY will be responsible for payment of authorized Services already provided by CONTRACTOR but not yet invoiced, provided such Services have been approved by the CITY. Upon payment of CONTRACTOR's claims, the CITY shall be entitled to all work and materials paid for. H. Before assuming any payment obligation under this section, the CITY may inspect CONTRACTOR's work in process and audit all relevant documents prior to paying CONTRACTOR's invoice. I.There shall be no charges for termination of orders for Services. Notwithstanding anything to the contrary, CONTRACTOR shall not be compensated in any way for any work done after receipt of CITY's notice, nor for any costs incurred by CONTRACTOR's suppliers or subcontractors after CONTRACTOR receives the notice, nor for any costs CONTRACTOR could reasonably have avoided. J. Notwithstanding anything else in this Contract, failure to meet the performance date(s) in this Contract shall be considered a material breach of contract and shall allow CITY to terminate the order for the Services and/or any subsequent Orders in the Purchase Order without any liability. 8. FORCE MAJEURE Neither party shall be responsible for its failure to perform due to causes beyond its reasonable control such as acts of God, fire, theft, war, riot, embargoes, or acts of civil or military authorities. If Services are to be delayed by such contingencies, CONTRACTOR shall immediately notify CITY in writing and CITY may either. (i) extend time of performance; or (ii) terminate all or part of the uncompleted portion of the Purchase Order at no cost to CITY. C. 0 10. A. C. 11. 9. SCHEDULING AND ORDERS A. CONTRACTOR shall promptly perform Services as scheduled 12 or shall promptly notify the CITY if unable to perform any scheduled Services and shall state the reasons. B. CITY may place any portion of an Order on hold by notice which shall take effect immediately upon receipt. Orders placed on hold will be rescheduled or canceled within a reasonable time. CITY shall have no obligation with respect to the purchase of Services under this Contract until such Services are specified in an issued Purchase Order. CONTRACTOR, in performing work under this Contract, shall provide and maintain during the life of this Contract, equipment and staff sufficient in number, condition and capacity to efficiently perform the work and provide the Services required by this Contract. WARRANTY CONTRACTOR represents and warrants that all Services provided shall be performed in a workmanlike and competent manner in accordance with the highest professional standards in CONTRACTOR's trade or industry, and shall meet the descriptions and specifications provided on Exhibit Al and the performance standards stated in Exhibit A2. CITY may inspect and test all Items and review Services at reasonable times in such manner as shall not unreasonably hinder or delay CONTRACTOR's performance. All Items and Services shall be received subject to CnY's inspection, testing, approval, and acceptance at CITY's premises notwithstanding any inspection or testing at CONTRACTOR's premises or any prior payment for such Services. Items rejected by CITY as not conforming to this Contract or specifications, whether provided by CITY or furnished with the Item, may be returned to CONTRACTOR at CONTRACTOR's risk and expense and, at CITY's request, shall immediately be repaired or replaced. CONTRACTOR makes the following warranties regarding Items furnished hereunder, which shall survive any delivery, inspection, acceptance, payment, or resale of the Services and Items: (i) Items will not infringe any party's intellectual property rights; (ii) CONTRACTOR has the necessary right, title, and interest to provide said Items to CITY, and the Items will be free of liens and encumbrances; (iii) Items are new, and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, conform to all samples, drawings, descriptions, and specifications furnished or published by CONTRACTOR, and to any other agreed -to specifications; and (v) Items conform to the manufacturing quality provisions set forth in Exhibit A2. If CONTRACTOR breaches any of the foregoing warranties, or Items are otherwise non -conforming, during a period of three (3) years after CITY's acceptance of Services, CONTRACTOR shall, at CITY's option, (i) promptly correct any non -conforming or defective workmanship at no additional cost to the CITY; or (ii) CONTRACTOR shall promptly repair, replace, or refund the amount paid for such Items and Services; and (iii) shall pay to CITY all incidental and consequential damages arising from breach of the foregoing warranties. CONTRACTOR shall bear the cost of shipping and risk of loss of all defective or non- conforming Items while in transit. Notwithstanding the foregoing, the parties agree that the term of the manufacturer's standard warranty shall apply to all manufacturing defects. INDEPENDENT CONTRACTOR In performing Services under this Contract, CONTRACTOR is an independent contractor and its personnel and other representatives shall not act as nor be agents or employees of the CITY. As an independent contractor, CONTRACTOR will be solely responsible for determining the means and methods for performing the required Services. CONTRACTOR shall have complete charge and responsibility for personnel employed by CONTRACTOR; however, the CITY reserves the right to instruct CONTRACTOR to remove from the CITY's premises immediately any of CONTRACTOR's personnel who are in breach of Paragraph 17 herein. Such removal shall not relieve CONTRACTOR's obligation to provide Services under this Contract. SECURITY CONTRACTOR confirms that employees of CONTRACTOR performing work at the CITY's facilities have no record of criminal convictions involving drugs, assault or combative behavior, or theft within the last five years. CONTRACTOR understands that such employees may be subject to criminal history investigations by the CITY at the CITY's expense and may be denied access to the CITY's facilities if any such criminal convictions are discovered. 13. OWNERSHIP AND BAILMENT RESPONSIBILITIES A. Any specifications, drawings, schematics, technical information, data, tools, dies, patterns, masks, gauges, computers, test equipment, and other materials furnished or paid for by CITY shalt: (i) remain or become the CITY's property; (ii) be used by CONTRACTOR exclusively for CITY's orders; (iii) be clearly marked as CITY's property and segregated when not in use; (iv) be kept in good working condition at CONTRACTOR's expense; and (v) be shipped to CITY promptly on demand. B. CONTRACTOR shall insure CITY's personal property and be liable for loss or damage while in CONTRACTOR's possession or control, ordinary wear and tear excepted. 14. ASSIGNMENT OF INTELLECTUAL PROPERTY CONTRACTOR hereby assigns to CITY all right, title, and interest to all intellectual property created by the CONTRACTOR arising out of or utilized by the CONTRACTOR in the performance of this Contract and the ownership of the intellectual property shall be vested solely in the CITY. In respect to copyrights, this assignment shall be effective for the entire duration of the copyrights and shall include, but not be limited to, all rights to derivative works. The CONTRACTOR waives all rights of attribution and integrity for specific works created by CONTRACTOR under this Contract. 15. INTELLECTUAL PROPERTY INDEMNIFICATION CONTRACTOR shall defend, indemnify, and hold CITY and its employees, officers, agents, representatives, and subcontractors harmless from any costs, expenses (including reasonable attorneys' fees), losses, damages, or liabilities incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark, maskwork, or other intellectual property right, arising out of the use or sale of Items or CONTRACTOR's Services. If an injunction issues as a result of any such claim or action, CONTRACTOR agrees at CONTRACTOR's expense and CITY's option to either. () procure the right to continue using Items; (ii) replace them with non -infringing Items; (iii) modify them so they become non - infringing; or (iv) refund to the CITY the amount paid for any Items returned to CONTRACTOR or for any Item destroyed and for Services connected therewith. 16. GENERAL INDEMNIFICATION CONTRACTOR shall, to the fullest extent permitted by law, protect, defend, indemnify, and hold CITY and its employees, officers, agents, representatives, and subcontractors harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments, and the associated costs and expenses (including attorney's fees), which may hereafter incur, become responsible for, or pay out as a result of: death or personal injury (including bodily injury) to any person, destruction or damage to any property, contamination of or adverse effects on the environment, and any cleanup costs in connection therewith, or any violation of law, governmental regulation or orders, to the extent caused by (i) CONTRACTOR's breach of any term or provision of this Contract; (ii) any negligent or willful acts, errors, or omissions by CONTRACTOR, its employees, officers, agents, representatives, or subcontractors in the performance of this Contract; or (iii) dangerous defects in Items. In agreeing to this paragraph the CITY does not intend to alter, extend or waive any defense of sovereign immunity to which it may be entitled under the Florida Constitution, §768.28, Fla. Stat. or otherwise provided. 17. COMPLIANCE WITH LAWS A. CONTRACTOR shall comply with all national, state, and local laws and regulations governing the manufacture, transportation, and/or sate of Items and/or the performance of services in the course of this Contract. Lack of knowledge by CONTRACTOR shalt in no way be cause for relief from responsibility. These may include, but are not limited to, Department of Commerce, Environmental Protection Agency, and Department of Transportation regulations applicable to Hazardous Materials and all immigration, employment and labor laws governing CONTRACTOR's personnel providing Services to the CITY. B. CONTRACTOR represents and warrants that it is in compliance with Equal Employment Opportunity regulations, unless exempted or inapplicable. C. CONTRACTOR represents and warrants that the Items supplied and Services provided to the CITY shall conform in all respects to the standards set forth in the Occupational Safety and Health Act 1970, as amended. Upon request of CITY, CONTRACTOR shall provide copies of CONTRACTOR's OSHA 300 safety logs (summaries only) and the safety logs (summaries only) of CONTRACTOR's subcontractors for the past twenty-four (24) months. D. CITY actively supports the Immigration and Nationality Act (INA), which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (1-9). CONTRACTOR shall establish appropriate procedures and controls so no services or products under this Contract will be performed or manufactured by any worker who is not legally eligible to perform such services or employment. E. CONTRACTOR represents and warrants that is not listed on the State of Florida's convicted vendor listing established under the provisions of §287.133, Fla. Stat., whereby the State of Florida maintains a convicted vendor listing which excludes those listed suppliers from bid submittal for a period of thirty-six (36) months. F. CONTRACTOR shall maintain, for the duration of this Contract, all valid licenses and certificates required for the performance of work and Services and provision of Items. G. Subject to Odebrecht Construction, Inc., v. Prasad and Odebrecht Construction, Inc., v. Secretary, Florida Department of Transportation and their progeny, this sub -paragraph applies to any contract for Services and Items of $1 million or more. CONTRACTOR certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does not have business operations in Cuba or Syria as provided in §287.135, Fla. Stat., as may be amended or revised. CITY may terminate this Contract at the CITY's option if CONTRACTOR is found to have submitted a false certification as provided under subsection (5) of § 287.135, Fla. Stat., as may be amended or revised, or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or has been engaged in business operations in Cuba or Syria, as defined in §287.135, Fla. Stat., as may be amended or revised. H. CONTRACTOR agrees to abide by all of CITY's rules and regulations while on CITY's premises or performing Services including, but not limited to, safety, health and Hazardous Material management rules, and rules prohibiting misconduct on CITY's premises such as use of physical aggression against persons or property, harassment, and theft. CONTRACTOR will perform only those Services identified on Exhibit Al and will work only in areas designated for such Services. CONTRACTOR shall take all reasonable precautions to ensure safe working procedures and conditions for performance on CITY's premises and shall keep CITY's site neat and free from debris. I. Failure to comply with this Paragraph shall be considered a breach of contract. 18. RETENTION AND AUDIT A. CONTRACTOR understands and agrees that CITY is a public entity subject to the Florida Public Records Law and, as such, CONTRACTOR agrees to retain public records, and upon request by CITY provide to CITY those public records requested, which retention and access shall be pursuant to Chapter 119, Fla. Stat.. a C. The CITY reserves the right to audit the records of CONTRACTOR for the Services and Items provided under this Contract at any time during the performance and term of this Contract and for a period of five (5) years after completion and acceptance by CITY. if required by CITY, CONTRACTOR agrees to submit to an audit by an independent certified public accountant selected by CITY. CONTRACTOR shall allow CITY to inspect, examine and review the records of CONTRACTOR in relation to this Contract at any and all times during normal business hours during the term of this Contract. Records relating to the performance of this Contract shall be made available to CITY for audit upon reasonable notice. A request to inspect or copy public records relafing to this Contract for Services must be made directly to the CITY and CONTRACTOR shall not release a public record in response to a request arising from anyone other than the CITY. To the extent CONTRACTOR is "acting on behalf of the CITY" CONTRACTOR shall be subject to the following provisions: (i) As required by §119.0701, Fla. Stat., CONTRACTOR shall (1) Keep and maintain public records required by the CITY to perform the Services. (2) Upon request from the CITY, 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 law. (3) Ensure that public records are exempt or confidential and exempt from public records disclosure requirements that are not disclosed except as authorized by law for the duration of the Contract and following completion of the Contract if the CONTRACTOR does not transfer the records to the CITY. (4) 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 to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. (ii) The CONTRACTOR who fails to produce the public records as required by §119.0701, Fla. Stat. may be subject to penalties pursuant to §119.10, Fla. Stat. and civil action pursuant to §119.0701(4) and such failure to produce shall be considered a material breach of this Contract by CONTRACTOR. In the event of such breach, in addition to all other remedies available, CONTRACTOR shall pay to CITY all incidental and consequential damages arising from such breach, including attomeys' fees and costs incurred by the CITY in defending a public records action as well as those assessed against the CITY in such public records action. (iii) The term "public record" as used in this section includes all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics or means of transmission, made or received pursuant to law or ordinance and in connection with the transaction of official business by or on behalf of the CITY. Guidance as to whether something is a "public record," whether the public record is confidential or exempt, and the applicability or implementation of the provisions of Florida public records law, may be sought from the City Attorney's Office or the City Clerk's Office; provided that the CONTRACTOR hereby agrees that neither the City Attomey s Office not the City Clerk's Office is providing legal or other advice to be relied upon by CONTRACTOR. 19. MERGER, MODIFICATION, WAIVER, AND REMEDIES A. This Contract contains the entire understanding between the CITY and CONTRACTOR with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous agreements, dealings and negotiations. No modification, alteration, or amendment shall be effective unless made in writing, dated and signed by duly authorized representatives of both parties. Any additional or different terms in CONTRACTOR'S documents are deemed to be material alterations and notice of objection to and rejection of them is hereby given. B. CONTRACTOR shall not substitute the Items. C. In the event of any conflict between or among this Contract or any ambiguity or missing specifications or instruction, the following priority is established: • First, the "Supplemental Provisions" set forth as Exhibit B to the Contract; • Second, the "Federal Provisions" set forth as Exhibit C to the Contract; • Third, these "Standard Terms and Conditions of Purchase Agreement — Services" incorporated by reference into the Contract. • Fourth, CITY's Invitation to Bid or CITY's Request for Proposal, as the case may be, with supporting addenda and CONTRACTOR's bid but only to the extent responsive to CITY's request, collectively set forth as Exhibit D to the Contract. D. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach. E. CITY's rights and remedies herein are in addition to any other rights and remedies provided by law or in equity. F. If any provision of this Contract is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity of the remaining provisions unless CITY determines in its discretion that the court's determination causes this Contract to fail in any of its essential purposes. G. Notwithstanding anything else contained in this Contract, CITY and CONTRACTOR specifically agree that failure to perform certain obligations undertaken in connection with this Contract would cause irreparable damage, and that monetary damages would not provide an adequate remedy in such event. The parties further agree that CONTRACTOR's failure to complete performance of the Services called for in this Contract or on any project Ordered under this Contract, or failure to perform or effect performance of Services as contracted are such certain obligations. Accordingly, it is agreed that, in addition to any other remedy to which the non -breaching party may be entitled, at law or in equity, the non -breaching party shall be entitled to an order of specific performance to carpel performance of such obligations. 20. DISPUTES In case of dispute arising under this Contract between the parties, the decision of the CITY of Melbourne shall be final and binding of both parties. 21. ASSIGNMENT; SUBCONTRACTORS CONTRACTOR may neither assign nor factor any rights in nor delegate any obligations under this Contract or any portion thereof without the written consent of the CITY. CITY may cancel this Contract for cause should CONTRACTOR attempt to make an unauthorized assignment of any right or obligation arising hereunder. This Contract may be amended only in writing signed by CONTRACTOR and CITY and subject to with the same degree of formality evidenced in this Contract. Nothing contained in this Contract will be construed as establishing any contractual relationship between CITY and any subcontractor of CONTRACTOR. CONTRACTOR will be fully responsible to CITY for the acts and omissions of the CONTRACTOR's suboontractor(s) and their employees. When subcontracting is allowed, any changes in subcontractors shall require prior written approval by the CITY. 22. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES CITY encourages and agrees to CONTRACTOR extending the pricing, terms and conditions of this Contract to other governmental entities at the discretion of CONTRACTOR. 23. APPLICABLE LAW This Contract is to be construed and interpreted according to the laws of the State of Florida and all legal proceedings regarding this Contract shall be filed in Brevard County, Florida. 24. HEADINGS The headings provided in this Contract are for convenience only and shall not be used in interpreting or construing this Contract. 25. SURVIVAL The provisions of Paragraphs 1 (Definitions), 10 (Warranty), 13 (Ownership and Bailment), 14 (Assignment of Intellectual Property), 15 (Intellectual Property Indemnification), 16 (General Indemnification), 18 (Retention and Audit), 19 (Merger, Modification, Waiver and Remedies), 20(Disputes), 23 (Applicable Law), 24 (Headings), and 25 (Survival), and, as applicable, Exhibit Al (Product Description and Statement of Work), Exhibit A2 (Performance Standards), Exhibit A3 (Maintenance Agreement except for Technical Support which expires or terminates), Exhibit C (Federal Compliance Provisions), all of which will survive any termination or expiration of this Contract. 26. TIME Time is of the essence in the performance of this Contract. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AS 07 A City Clerk 900 East Strawbridge Avenue Melbourne, Florida 32901 Telephone: 321-608-7220 Email: City. 'Ierk@MLBFL.org THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT Al STATEMENT OF WORK CONTRACTOR shall provide all equipment, supplies, transportation, and personnel necessary (and items incidental thereto) as set forth herein, and in compliance with the Performance Standards of Exhibit A2. 1. GENERAL: A. CONTRACTOR shall provide installation of CITY provided equipment on various CITY Police, Fire (Admin units only), and Public Works vehicles on an as needed basis. B. The number of potential vehicle build -outs for CITY's fiscal year 2018 (October 2017 - September 2018) is: • Fifteen (15) Marked Police units • Five (5) Un -Marked Police units • Nineteen (19) Public Works units 2. MATERIALS AND EQUIPMENT: A. The equipment selected for each installation shall be provided and issued with the vehicle by the CITY's Fleet Management Division (FMD). B. CONTRACTOR shall inventory and sign acceptance of all installation equipment for the build -out prior to acceptance of unit at the time of initial unit pickup. CONTRACTOR shall bare all cost for the replacement of lost or missing equipment if item was previously signed off by CONTRACTOR. 3. INSTALLATION: A. CONTRACTOR shall provide a written quote to the FMD for all labor required to perform installations. B. CONTRACTOR shall quote any charges for miscellaneous items as identified in above Section 2. Materials and Equipment, paragraph B. C. Installations shall be performed at the CONTRACTOR's facility. D. CONTRACTOR's completion time for build -out services shall not exceed seven (7) business days per unit from the CONTRACTOR's receipt of vehicle. E. CONTRACTOR shall maintain accurate records of all installations and associated equipment provided by the City and make available to the CITY upon request. 4. PICK-UP & DELIVERY: A. CONTRACTOR shall schedule all pick-ups and deliveries with the CITY's point of contact. B. CONTRACTOR shall transport CITY vehicles to and from installation facility. Pick-up and delivery will be made at the CITY's Fleet Management Division located at 2901 Harper Road, Melbourne, Florida 32904. C. CONTRACTOR shall be required to sign a pickup/delivery sheet provided by the CITY upon pickup of the unit at CITY's place of business. The date on the pickup/delivery sheet shall be used for tracking the build -out time. D. CONTRACTOR shall notify the CITY via email Conly) as soon as the unit is completed and ready for delivery. E. CONTRACTOR shall deliver units by 3:00 p.m. ET the day build -out is completed if time allows, but no later than 9:00 a.m. the next business day. F. The CITY, at its own discretion, may determine to pick up and/or deliver units using CITY staff. In these occurrences the CITY will not be charged a pickup or delivery fee for the unit. 6. INSPECTION: A. All vehicle delivery inspections and acceptance shall be held at CITY's Fleet Management facility and attended by a CONTRACTOR authorized representative. The CITY reserves the right to reject a vehicle in whole or in part if the vehicle is not in compliance with the contracted specifications. The CITY's determination shall be final. B. CONTRACTOR will have seventy-two (72) hours turnaround time to correct all deficiencies and deliver vehicle to the CITY for re -inspection at no additional cost to the CITY, THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT A2 PERFORMANCE STANDARDS In addition to those requirements set forth in the St@t8Dlerd of Work 8K8Chgd and incorporated as Exhibit Al, all services (and items iDCid8Dt8| thereto) and work provided by the CONTRACTOR Shg)| CODfD[Rl to the fO||OVVDg: 1. GENERAL: A. CONTRACTOR shall ensure all installations meet or exceed all Emergency Vehicle Technician /E\/T\Standards. B. CC}NTF64CT[)R'etechnicians performing repairs and installations shall be EVTmartifiad technicians. (L-1 Law Enforcement Vehicle Installation) C. CONTRACTOR shall ensure that all CITY vehicles are driven for the sole purpose of pick-up and delivery and performed during the hours of 8:00 a.m. — 3:00 p.m., Monday — Friday, except CITY holidays. D. The CITY reserves the right to restrict any CONTRACTOR employee from driving or performing work On CITY vehicles at its G0|e discretion. E. CC)NTRACTOR'm drivers must have a valid Florida Driver's license appropriate for the class Ofvehicle being driven. F. CONTRACTOR shall have osecure location tOstore CITY vehicles until delivery and acceptance by the CITY upon CDDlp|edon of installation. The |oC8dOn shall have an area that the vehicles can be stored/locked in overnight and/Dr o[8Oced perimeter that is |OCk8d while Vehio|8S are at the installation |DC8U0n. G. To the fU|| extent provided by law, CONTRACTOR 5h@|| be ooCOUDt3b|8 and }ieb\8 for damage O[loss tOall CITY property inthe vehicles and for all vehicle accessories. 2. WARRANTY: A. All installations eh8|} be guaranteed for G OOini[nUrO of two /2\ year from date Of installation against defective Vrimproper installation. B. |nSta\|3dOOS nlUot be completed in a xlonO8r that maintains the integrity of the vehicle and does not interfere with any factory warranties ofthe base vehicle. 3' PRICING AND INVOICES: A. CONTRACTOR will be paid on a per vehicle rete, subject to acceptance by the CITY. Equipment and parts shall bem percentage above the CC}NTRACTOR'ocost. Evidence of said costs shall be submitted Via equipment/parts invoices. Proof Ofcosts 8h@|| be priOted, properly identified, and dated as to issuance and effectiveness. B. INVOICES TO THE CITY SHALL DISPLAY: 1. CONTRACTOR's costs 2. Total cost to the CITY 3. CITY's vehicle number 4. Vehicle Identification Number 6. List of all components installed 6. Services performed 4. LIQUIDATED DAMAGES: If the CONTRACTOR does not perform the work or correct deficiencies of work within the period specified in the contract, the CITY may, at its sole discretion, obtain the services of another vendor and charge the CONTRACTOR any additional costs above and beyond contract pricing. The CITY shall seek liquidated damages of one-half (.5%) percent of total price of the billed invoice for each business day the build -out is not completed and delivered within the specified period. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT A4 PRICING SCHEDULE CONTRACTOR shall provide all installation services (and items incidental as set forth for the costs stated below. Description Hourly Labor Rate Labor rate for installation of equipment to City vehicles $49.00 Hourly labor rate shall heinclusive of all charges necessary to perform work under this contract including pick-up and delivery as needed. Shop fees can be charged but, shaff not to exceed per work order. CONTRACTOR shall not charge for providing installation quotes. PRICE ADJUSTMENTS: A. Pricing willremain fixed for the duration ufeach contract and renewal period. Noincreases will bapermitted within the specified contract orrenewal period. BL Prior to each nanevmx| period, the CONTRACTOR may request an increase ONLY). CONTRACTQR'a request for increase must be submitted at least thirty -(30) calendar days prior to expiration of the current term to be considered or submitted at the time of the renewal request from the city. In any event the term inonaaea ohuU not exceed the then current Consumer Phma Index (CPI) in effect at time ofrenewal, orthree percent (3Y6)whichever isless. The Consumer Price Index shall mean the index numbers ofretail commodity pricesdesignated "CONGUK8ERPR|CE|NDE)(.ALLURBANCONGUK4ERS. U.G. CITY AVERAGE, ALL |TE&YEy' (1982-1984=100}. not seasonally odivabed, prepared by the Bureau of Labor Statistics mfthe U.S.Department ofLabor. C'The CITY reserves the right to review contract pricing for price de-escalation utilizing the above methods as THE REMAINDER OF THIS PAGE EXHIBIT B SUPPLEMENTAL PROVISIONS Section 1. Bid. This Contract is awarded based on S bid responding toCITY'S ITB. CONTRACTOR represents and warrants that all information and representations contained in the bid iatruthful tothe best ofCONTRACTOR'S knowledge and belief and CONTRACTOR hereby restates and affirms all representations contained inthe bid. Section 2. Noperformance orpayment bond are required for this Section A. Notice to the CITY regarding terms and conditions of the Agreement and changes in oddnaom/oddreoaeeohaU be dinaobsd to the CITY Procurement Contact as identified section 2.1 of the ITB. Notice and communication with the CITY regarding the Services shall be directed to the CITY Department Contact. Payment to CITY shall be directed to City of Melbourne, Accounts Receivable, 900East Strawbridge Avenue, Melbourne, Florida 32AO1. B. Notice and communication and changes in to the awarded firm shall be directed to: Firm Name: Lights N More Installations, LLC. Contact Person Name: Michael Mailozzi Mailing Address: 958 Josiane Ct., Altamonte Springs, FL 32701 Email Address: Phone Number: 4{7-l68-9962! C. Notice of default or notice of termination of Agreement shall be made in writing and delivered in person or dispatched by certified mail, postage pnapoid, return receipt requested and shall be addressed as follows: Firm Name: Lights N More Installations, LLC. Contact Person Name: Mailing Address: 958 Josiane Ct., Altamonte Springs, FL 32701 A party may unilaterally change its address oraddressee bygiving notice iwriting to the other party as provided in this section. Thereafter, notices and other pertinent correspondence ohed| be addressed and transmitted to the new address. Section 4. Insurance requirements A. Contractor shall submit proof ofCommercial General Liability, Professional UoLi|hx, Business Automobile Liability, Garagekeepers Liability and, aarequired bvlaw, Worker's Compensation insurance coverage. El Proof of Insurance. Contractor shall submit proof of the required insurance to CITY in the form ofaCertificate ofInsurance oracopy oftheir policy Declarations page. Section 6. Binding Authority The individual submitting this bid must have binding authority to submit contracts on behalf of the responding company. Provide name and address of person who will execute the contract if awarded the proposal. Firm Name: Contact Penson Name: Michael Mailozzi INVITATION TO BID Vehicle Parts Installation ITB-10-002-0-2018/LT On file in Procurement Division EXHIBIT D3 CONTRACTOR'S RESPONSIVE BID/PROPOSAL On file in Procurement Division