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R2024-48 Ice Vending Machine Services ContractRESOLUTION 2024-48 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL OF HMF COMMERCE, LLC TO PROVIDE ICE VENDING MACHINE SERVICES AT ANCHORAGE PARK AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A CONTRACT RELATING TO SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village issued Request for Proposals for Ice Machine Vending Services at Anchorage Park; and WHEREAS, Village Staff recommended accepting the sole proposal submitted by HMF Commerce, LLC; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the residents of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby accepts the proposal submitted by HMF Commerce, LLC for ice machine vending services at Anchorage Park. The Village Council further authorizes and directs the Mayor and Village Clerk to execute a Contract with HMF Commerce, LLC to perform such services, a copy of which is attached hereto and incorporated herein. The Contract shall generate an annual licensing fee of $1,800.00, payable to Account No. A2128-08980 (Parks and Recreation — Commissions/Vending Machine). Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 13TH DAY OF JUNE, 2024. QRjfi 4U. 5.�: FLORA A jage Seal ; ATTEST: VILA CLERK MAYOR Page 1 CONTRACT This Contract is made as of 13th day June, 2024, by and between the VILLAGE OF NORTH PALM BEACH, a municipal corporation organized and existing under the laws of the State of Florida, hereinafter referred to as the VILLAGE, and HMF COMMERCE, LLC, a Florida limited liability company, hereinafter referred to as VENDOR. In consideration of the promises and mutual covenants herein contained, it is hereby agreed that VENDOR shall provide to the VILLAGE all goods and services necessary to provide Ice Vending Machine Services pursuant to the terms and conditions of this Contract. SECTION 1: SCOPE OF SERVICES OF THE VENDOR. The Scope of Work is for Ice Vending Machine Services in accordance with the Request for Proposals issued by the Village, and VENDOR’s Proposal submitted in response to the Request for Proposals, both of which are incorporated herein by reference as if fully set forth herein. SECTION 2: TERM OF CONTRACT. A. This Contract shall become effective upon execution by both parties and shall remain in effect for a period of three (3) years, unless earlier terminated in accordance with Section 7. This Contract shall automatically renew for two (2) additional one (1) year periods upon the same terms and conditions contained herein unless either party provides the other party with ninety (90) days’ written notice of its intent not to renew prior to the expiration of the initial term or renewal term. Any variation to the terms and conditions set forth herein shall be in writing and signed by both parties. B. VENDOR shall not be entitled to an increase in the agreed to compensation resulting from this Contract or payment or compensation of any kind from the VILLAGE for direct, indirect, consequential, impact or other costs, expenses, or damages. For the initial three-year term, VENDOR shall charge no more than $4.50 per twenty-pound bag of ice, and the price of filtered water shall not exceed thirty-five cents ($0.35) per gallon. VENDOR may request an increase in pricing during the renewal terms as set forth in the RFP. SECTION 3: VILLAGE’S REPRESENTATIVE. Unless otherwise specified by the VILLAGE, the VILLAGE’s representative shall be Zakariya Sherman, Director of Leisure Services. The Village Manager or Village Representative shall have the right at all reasonable times during the term of this Contract to inspect or otherwise evaluate the work being performed thereunder and the premises in which it is being performed. SECTION 4: LICENSE FEE AND COST OF IMPROVEMENTS. A. VENDOR agrees to pay to the VILLAGE a monthly license fee in the amount of $150.00 and provide free ice for no more than ten (10) VILLAGE events per year, in addition to other benefits to the VILLAGE as set forth in the RFP and VENDOR’s Proposal. Payments shall be due in advance of each month and shall include all applicable taxes. B. The VILLAGE shall provide the required concrete pad and plumbing and electrical connections required for the ice vending machine, with VENDOR bearing the costs of these required improvements. The VILLAGE shall invoice VENDOR for the actual costs incurred, and VENDOR DocuSign Envelope ID: D321CD53-25A5-4BBB-8214-F6999C7575DCDocuSign Envelope ID: FC045EE8-B0E5-4D9A-A1CC-05250E105362 Page 2 shall be required to remit payment in full prior to commencing ice machine vending services. SECTION 5: INDEMNIFICATION. A. VENDOR shall indemnify and save harmless and defend the VILLAGE, its agents, servants, and employees from and against any and all claims, liability, losses, and/or cause of action which may arise from any negligent act or omission of the VENDOR, its agents, servants, or employees in the performance of services under this Contract. B. VENDOR further agrees to indemnify, save harmless and defend the VILLAGE, its agents, servants, and employees from and against any claim, demand, or cause of action of whatsoever kind or nature arising out of any conduct or misconduct of the VENDOR its agents, servants, or employees not included in the paragraph above and for which the VILLAGE, its agents, servants, or employees are alleged to be liable. C. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the VILLAGE or VENDOR, nor shall this Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida Statutes. SECTION 6: PERSONNEL. A. VENDOR represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. B. All of the services required hereunder shall be performed by VENDOR or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized, or permitted under state and local law to perform such services. C. All of VENDOR’s personnel (and all sub-contractors OR sub-consultants) while on VILLAGE premises, will comply with all VILLAGE requirements governing conduct, safety, and security. SECTION 7: TERMINATION. This Contract may be cancelled by VENDOR upon thirty (30) days prior written notice to the VILLAGE’s representative in the event of substantial failure by the VILLAGE to perform in accordance with the terms of this Contract through no fault of VENDOR. It may also be terminated, in whole or in part, by the VILLAGE without cause upon thirty (30) days written notice to VENDOR. The VILLAGE may also terminate this Contract with written notice of cause to VENDOR, who fails to cure such cause within ten (10) days of the receipt of the VILLAGE’s notice. SECTION 8: FEDERAL AND STATE TAX. The VILLAGE is exempt from payment of Florida State Sales and Use Tax. Unless purchased directly by the VILLAGE, VENDOR shall not be exempted from paying sales tax to its suppliers for materials used to fill contractual obligations with the VILLAGE, nor is VENDOR authorized to use the VILLAGE’s Tax Exemption Number in securing such materials. DocuSign Envelope ID: D321CD53-25A5-4BBB-8214-F6999C7575DCDocuSign Envelope ID: FC045EE8-B0E5-4D9A-A1CC-05250E105362 Page 3 SECTION 9: INSURANCE. A. Prior to commencing any work, VENDOR shall provide certificates evidencing insurance coverage as required in the Request for Proposals. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida. The Certificates shall clearly indicate that VENDOR has obtained insurance of the type, amount, and classification as required for strict compliance with this Section and that no material change or cancellation of the insurance shall be effective without thirty (30) days’ prior written notice to the VILLAGE’s representative. Failure to comply with the foregoing requirements shall not relieve VENDOR of its liability and obligations under this Contract. B. The parties to this Contract shall carry Workers’ Compensation Insurance and Employer’s Liability Insurance for all employees as required by Florida Statutes. In the event that a party does not carry Workers’ Compensation Insurance and chooses not to obtain same, then such party shall in accordance with Section 440.05, Florida Statutes, apply for and obtain an exemption authorized by the Department of Insurance and shall provide a copy of such exemption to the VILLAGE. C. All insurance, other than Worker’s Compensation, to be maintained by VENDOR shall specifically include the VILLAGE as an Additional Insured. SECTION 10: SUCCESSORS AND ASSIGNS. The VILLAGE and VENDOR each binds itself and its partners, successors, executors, administrators and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the VILLAGE nor VENDOR shall assign, sublet, convey, or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the VILLAGE which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the VILLAGE and VENDOR. SECTION 11: DISPUTE RESOLUTION, LAW, VENUE AND REMEDIES. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. The VILLAGE and VENDOR knowingly, voluntarily, and intentionally waive any right they may have to trial by jury with respect to any litigation arising out of or in connection with this Contract. SECTION 12: INDEPENDENT CONTRACTOR RELATIONSHIP. VENDOR is, and shall be, in the performance of all Services under this Contract, an Independent Contractor, and not an employee, agent, or servant of the VILLAGE. All persons engaged in any of the Services performed pursuant to this Contract shall at all times, and in all places, be subject to VENDOR’S sole direction, supervision, and control. VENDOR shall exercise control over the means DocuSign Envelope ID: D321CD53-25A5-4BBB-8214-F6999C7575DCDocuSign Envelope ID: FC045EE8-B0E5-4D9A-A1CC-05250E105362 Page 4 and manner in which it and its employees perform the Services. SECTION 13: ACCESS AND AUDITS. VENDOR shall maintain adequate records to justify all charges, expenses and costs incurred in estimating and performing the Services for at least three (3) years after completion of this Contract. The VILLAGE shall have access to such books, records and documents as required in this section for the purpose of inspection or audit during normal business hours, at VENDOR’s place of business. In no circumstances will VENDOR be required to disclose any confidential or proprietary information regarding its products and service costs. SECTION 14: NONDISCRIMINATION. VENDOR warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. SECTION 15: ENFORCEMENT COSTS. If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and all expenses (including taxes) even if not taxable as court awarded costs including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. SECTION 16: SEVERABILITY. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. SECTION 17: PUBLIC ENTITY CRIMES. VENDOR acknowledges and agrees that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals or replies on leases of real property to a public entity; may not be awarded or perform work as a VENDOR, supplier, sub- VENDOR or VENDOR under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statues, for CATEGORY TWO for a period of thirty- six (36) months following the date of being placed on the convicted vendor list. The VENDOR will advise the VILLAGE immediately if it becomes aware of any violation of this statute. SECTION 18: PROTECTION OF WORK AND PROPERTY. A. VENDOR shall continuously maintain adequate protection of all work from damage, and DocuSign Envelope ID: D321CD53-25A5-4BBB-8214-F6999C7575DCDocuSign Envelope ID: FC045EE8-B0E5-4D9A-A1CC-05250E105362 Page 5 shall protect the VILLAGE’s property from injury or loss arising in connection with the Contract. Except for any such damage, injury or loss, except that which may be directly due to errors caused by the VILLAGE or employees of the VILLAGE, VENDOR shall provide any necessary materials to maintain such protection. B. VENDOR will also take every necessary precaution to ensure the safety of the VILLAGE, public and other guests and invitees thereof at or near the areas where work is being accomplished during and throughout the completion of all work. SECTION 19: COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Contract, faithfully observe and comply with all applicable federal, state, and local laws, ordinances and regulations, specifically including the VILLAGE’s sign regulations. SECTION 20: NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested and if sent to the VILLAGE shall be mailed to: Village of North Palm Beach Village Manager 501 U.S. Highway One North Palm Beach, FL 33408 and if sent to VENDOR shall be mailed to: HMF Commerce, LLC Attn: Dan Fillmore, Project Manager 236 Castlewood Drive, Suite 207 North Palm Beach, FL 33408 SECTION 21: ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and VENDOR agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. In the event of a conflict between this Contract and the VILLAGE’s Request for Qualifications and VENDOR’s proposal, this Contract shall take precedence with the VILLAGE’s Request for Qualifications taking precedence over VENDOR’s proposal. All such documents shall be read in a manner so as to avoid a conflict. SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter. DocuSign Envelope ID: D321CD53-25A5-4BBB-8214-F6999C7575DCDocuSign Envelope ID: FC045EE8-B0E5-4D9A-A1CC-05250E105362 Page 6 SECTION 23: PREPARATION. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. SECTION 24: SURVIVABILITY. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. SECTION 25: WAIVER OF SUBROGATION. VENDOR hereby waives any and all rights to Subrogation against the VILLAGE, its officers, employees and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss agreement to waive subrogation without an endorsement, then VENDOR shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should VENDOR enter into such an agreement on a pre-loss basis. SECTION 26: INSPECTOR GENERAL. VENDOR is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract and in furtherance thereof, may demand and obtain records and testimony from VENDOR. VENDOR understands and agrees that in addition to all other remedies and consequences provided by law, the failure of VENDOR to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of this Contract justifying its termination. SECTION 27: ADDITIONAL SERVICES; If during the contractual period covered by the agreement, additional services are needed, VENDOR may, at the option of the Village Council, be engaged to perform these services under the terms of the contract. SECTION 28: PUBLIC RECORDS. IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO VENDOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE VILLAGE’S CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. In performing services pursuant to this Contract, VENDOR shall comply with all relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes, VENDOR shall: DocuSign Envelope ID: D321CD53-25A5-4BBB-8214-F6999C7575DCDocuSign Envelope ID: FC045EE8-B0E5-4D9A-A1CC-05250E105362 Page 7 1. Keep and maintain public records required by the VILLAGE to perform the service. 2. Upon request from the VILLAGE’s custodian of public records, provide the VILLAGE with a copy the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 3. 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 VENDOR does not transfer the records to the VILLAGE. 4. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public records in possession of VENDOR or keep and maintain public records required by the VILLAGE to perform the services. If VENDOR transfers all public records to the VILLAGE upon completion of the Contract, VENDOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If VENDOR keeps and maintains public records upon completion of the Contract, VENDOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the VILLAGE, upon request from the VILLAGE’s custodian of public records, in a format that is compatible with the information technology systems of the VILLAGE. SECTION 29. PROHIBITION AGAINST CONTINGENT FEES. VENDOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for VENDOR, to solicit or secure this Contract and that VENDOR has not paid, or agreed to pay, any person, company, corporation, individual or firm, other than a bona fide employee working solely for VENDOR, any fee, commission, percentage, gift or other consideration contingent upon, or resulting from, aware or making of the Contract. For the breach or violation of this provision, the VILLAGE shall have the right to terminate this Contract and its sole discretion, without liability, and to deduct from the Contract price, or otherwise recover, the full amount of such fee, commission, percentage, fit or consideration. SECTION 30. E-VERIFY. VENDOR warrants and represents that VENDOR and all subcontractors are in compliance with Section 448.095, Florida Statutes, as may be amended. VENDOR has registered to use, and shall continue to use, the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of newly hired employees and has received an affidavit from each subcontractor stating that the subcontractor does not employ, contract with or subcontract with unauthorized aliens. If the VILLAGE has a good faith belief that VENDOR has knowingly violated Section 448.09(1), Florida Statutes, the VILLAGE shall terminate this Contract pursuant to Section 448.095(2), Florida Statutes, as may be amended. If the VILLAGE has a good faith belief that a subcontractor has knowingly violated Section 448.09(1), Florida Statutes, but VENDOR has otherwise complied, it shall notify VENDOR, and VENDOR shall immediately terminate its contract with the subcontractor. DocuSign Envelope ID: D321CD53-25A5-4BBB-8214-F6999C7575DCDocuSign Envelope ID: FC045EE8-B0E5-4D9A-A1CC-05250E105362 Page 8 IN WITNESS WHEREOF, the VILLAGE and VENDOR hereto have made and executed this Contract as of the day and year first above written. VENDOR By: Print Name: Position: VILLAGE OF NORTH PALM BEACH BY: ______________________________ SUSAN BICKEL, MAYOR ATTEST: BY: JESSICA GREEN, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: BY: VILLAGE ATTORNEY DocuSign Envelope ID: D321CD53-25A5-4BBB-8214-F6999C7575DC Daniel Fillmore Owner DocuSign Envelope ID: FC045EE8-B0E5-4D9A-A1CC-05250E105362