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R2024-61 Emergency Vehicles, Inc. ContractRESOLUTION 2024-61 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, ACCEPTING A SOLE SOURCE PROPOSAL FROM EMERGENCY VEHICLES, INC. FOR THE CONVERSION OF AN EXISTING TRANSPORT VAN TO A MOBILE COMMAND CENTER FOR USE BY THE POLICE DEPARTMENT AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE A CONTRACT FOR SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Staff recommended the acceptance of a sole source proposal from Emergency Vehicles, Inc. for the conversion of an existing Ford E-450 transport van to a Mobile Command Center vehicle for use by the Police Department; and WHEREAS, the Village Council determines that adoption of this Resolution, including the waiver of any conflicting purchasing policies and procedures, is in the best interests of the Village and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL 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 from Emergency Vehicles, Inc. for the conversion of an existing transport van to a Mobile Command Center vehicle at a total cost of $67,288.00, with $42,288.00 expended from Account No. Q5541-66410 (Special Projects Fund Expense — Automotive) and $25,000.00 expended from Account No. A5711-66160 (Police — Donation Expense), and authorizes the Village Manager to execute a Contract for these services, a copy of which is attached hereto and incorporated herein. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 18TH DAY OF JULY, 2024. 5� . Ty,o9 lqge Seal) ••:� FLORIDA ;m MAYOR ATTES-T"0 VILLAGE CLERK VILLAGE OF NORTH PALM BEACH PURCHASE ORDER THE FOLLOWING TERMS AND CONDITIONS ARE INCORPORATED IN ALL PURCHASES BY THE VILLAGE OF NORTH PALM BEACH UNLESS OTHERWISE AGREED IN WRITING BY THE VILLAGE. 1. Under the authority of the Village of North Palm Beach’s purchasing policies, the purpose of this Purchase Order (“Order”) is to establish terms and conditions for the sale and purchase of commodities and/or services between you (“Vendor”) and the Village of North Palm Beach (“Village”). The Village is a municipal corporation of the State of Florida. The terms and conditions of this order shall supersede any terms and conditions in Vendor’s bid, quote or other written materials submitted to the Village. The Village will not honor any modifications to any of the terms and conditions stated in this order unless such modifications are approved by the Village with a written agreement or supplement to this order. Delivery of goods and/or services called for hereunder shall constitute acknowledgement and acceptance of the order including all of the terms and conditions contained in this order. 2. All shipments must be F.O.B destination. Charges for shipping and handling costs shall be included in the item pricing unless otherwise indicated on this order. If this order permits shipping and handling charges, those charges must be separately stated on invoices accompanied by receipted freight bills. Partial shipments will be accepted if invoiced separately. C.O.D. or collect shipments will not be accepted. Receiving hours are 8:00 a.m. to 4:00 p.m. Monday – Friday. 3. The delivery of the goods and/or services within the time specified is of the essence of this order. Substitutions will not be accepted without prior written approval by the Village. The Village shall have the right to cancel any or all item(s) without obligation if delivery is not made on or before the time(s) specified. In the event Vendor fails to make timely shipment, the Village shall have the right to purchase elsewhere. If delivery dates cannot be met, Vendor agrees to advise the Village, in writing, of the earliest possible shipping date for acceptance by the Village. 4. The Village is exempt from Federal Excise and State of Florida Sales Tax. State and Use Tax Certificate No. is 85-8012646341C-6. Federal Tax Identification No. is 59-6017984. 5. For at least one year (or longer duration if set forth in manufacturer’s warranty), Vendor warrants that the goods and/or services to be supplied under this order will be free from defects in materials and workmanship and will be suitable for the purpose intended. Materials and services will be in compliance with all requirements shown on the face of this order, referenced documents, catalogue, and manufacturer’s warranties. Damaged items will not be accepted, or if the damage is not readily apparent at the time of delivery, the goods shall be returned at no cost or expense to the Village. 6. When applicable, proper Material Safety Data Sheets (MSDS), in compliance with OSHA’s Hazard Communication Standard, must be provided by the Vendor to the Village at the time of purchase. 7. Vendor shall comply with all applicable federal, state and local laws, rules and regulations. Under Florida law, the Village’s obligation to pay for the goods and/services under this Order is contingent upon an annual appropriation by the Village Council. The Vendor shall be fully liable for the actions of its employees, officers, agents, and subcontractors, and shall indemnify and hold the Village harmless from all claims, suits, causes of action, damages, and all costs (including reasonable attorney's fees at the trial and appellate levels) arising from or relating to the negligence and wrongful acts of the Vendor, its employees, officers, agents, and subcontractors. This paragraph along with paragraph (5) above shall survive the termination or expiration of this order. 8. This order shall be governed and construed according to the laws of the State of Florida. Venue for any disputes related to this order shall be in Palm Beach County, Florida. The Village shall not be required to indemnify the Vendor under this order or any other bid, quote, or written terms of the Vendor; however, the Village shall be responsible for the Village’s negligence. Notwithstanding anything to the contrary, nothing in this order shall be construed or deemed as a waiver of the Village’s right to sovereign immunity nor as an agreement by the Village to be sued. There are no third party beneficiaries to this order. 9. The Village complies with the Florida Prompt Payment Act (F.S. 218.70) interest computations for overdue payments are computed in compliance with this Act. Payment by the Village is generally within 30 days of receipt of the Vendor’s invoice. 10. The 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 order and to demand and obtain records and testimony from the Vendor and its subcontractors. The Vendor understands and agrees that the failure of the Vendor or its subcontractors to fully cooperate with the Inspector General may be deemed a material breach of this order justifying its immediate termination by the Village. 11. As provided in section 287.135, Florida Statutes, the Vendor certifies that it and any authorized subcontractors are not participating in a boycott of Israel. Vendor further certifies that it and its affiliates have not been placed on the convicted vendor list under section 287.133, Florida Statutes. The Village and Vendor agree that the Village will have the right to immediately terminate this order if the Vendor, its authorized subcontractors or affiliates have been placed on the Scrutinized Companies that Boycott Israel List, is engaged in a boycott of Israel, or has been placed on the Convicted Vendor List maintained by the State of Florida. 12. E-Verify: The Vendor is required to comply with the E-Verify requirements of section 448.095(2), Florida Statutes, which incudes, but is not limited to, registering and using the E-Verify system to verify the work authorization status of all newly hired employees and require all subcontractors (providing services or receiving funding under this order to register with and use the E-Verify system to verify the work authorization status of all the subcontractors’ newly hired employees. Failure to comply with section 448.095(2), Florida Statutes, shall be grounds for termination of this order and may prevent the Vendor from being awarded any future order or contract for at least one year and liable to the Village for any additional costs incurred by the Village as a result of the termination of this order. 13. The Village is a public agency subject to Chapter 119, Florida Statutes, and the Vendor, to the extent applicable, shall comply with Florida’s Public Records Law (Chapter 119, Florida Statutes) as follows:  Keep and maintain public records necessary to perform this order;  Upon request from the Village’s custodian of records, provide the Village 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.  Ensure that public records that are exempt or confidential and exempt from disclosure requirements are not disclosed except as authorized by law for the duration of this order and following completion of this order if the Vendor does not transfer the records to the Village.  Upon completion of this order, transfer, at no cost to the Village, all public records in possession of the Vendor, or keep and maintain public records required by the Village to perform this order. If the Vendor transfers all public records to the Village upon completion of this order, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of this order, the 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. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS ORDER, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 501 U.S. ONE, NORTH PALM BEACH, FL 33408, NPBCLERK@VILLAGE-NPB.ORG, (561) 841-3355. 14. During the term of this order, the Vendor shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this order. The Vendor agrees to make available to the Village’s Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this order. 15. Unless otherwise stated in this order, the Vendor shall maintain (i) general liability insurance (including coverage for death, bodily injury, products and completed operations liability and property damage) in an amount no less than $1M/occurrence, $2M/aggregate; (ii) worker’s compensation and employees’ liability insurance in compliance with Chapter 440, Florida Statutes; and, (iii) business automobile liability insurance (occurrence form policy) in an amount of $500,000/occurrence (combined single limit for bodily injury and property damage). 16. The Vendor, together with its employees, officers, agents, and subcontractors, shall at all times be independent contractors and at no time or in any manner consider or deemed employees, joint venturer, partner, agent, or representative of the Village.