12-ITB revised - Terms and Conditions - Goods and Services.pdf

TOWN OF PALM BEACH

ITB Terms and Conditions – Goods and Services

Town of Palm Beach - ITB Terms and Conditions – Goods and Services

1) Acceptance – Submission of a Response to this Solicitation Package affirms acceptance of these Terms and Conditions.

Any questions related to these Terms and Conditions shall be directed to the Purchasing Division using the method indicated in these instructions. Any questions must be submitted and resolved prior to submission of a response.

Exceptions to these Instruction & General Conditions are not permitted.

2) Acceptance/Rejection – The Town reserves the right to accept or to reject any or all bids and make the award to that bidder, who in the opinion of the Town will be in the best interest of and/or the most advantageous to the Town, in the Town’s sole and absolute discretion. Town also reserves the right to reject the bid of any vendor who has previously failed in the proper performance of an award or to deliver on time contracts of a similar nature or who is not in a position to perform properly under this award. Town reserves the right to waive any irregularities and technicalities and may, at its sole and absolute discretion, request a re-bid.

3) Addendum – The Purchasing Division may issue an Addendum to this solicitation that changes, adds to, or clarifies the terms, provisions, or requirements of the solicitation. The Supplier should not rely on any representation, statement, or explanation whether written or verbal, regardless of the source, other than those made in this solicitation document or in any addenda issued hereto. In the event of a conflict between the Solicitation Package and any addenda, the addenda shall prevail. It is the Suppliers responsibility to ensure receipt of all addenda and any accompanying documentation. The Supplier is required to acknowledge having reviewed the addendum within the solicitation system. Failure to acknowledge the addendum may cause the Submittal Package to be deemed non-responsive and not be considered for award.

4) Additional Information/Questions - Any communication or inquiries are to be made in writing to the attention of the Purchasing Representative identified in the Solicitation Package no later than SEVEN (7) CALENDAR DAYS prior to the solicitation due date. Oral answers given by anyone shall not be authoritative. Suppliers must submit their questions electronically through the online eProcurement system (EUNA Solutions). The Town reserves the right to not answer questions received after the deadline for questions. Should a late question be deemed substantive by the Town the Town may issue an Addendum to answer the question and extend the due date and time for Solicitation Submittals.

5) Additional Quantities - For a period not exceeding twelve (12) months from the date of bid opening, the right is reserved to purchase additional equipment at the prices bid in this Invitation. If additional quantities are not acceptable, the bid sheet must be noted “Bid is for specified quantity only.”

6) Additional Terms – When submitting your response do not attach any forms, proposals or documents which may contain terms and conditions of the Supplier. Inclusion of additional terms and conditions which may be on your company's standard forms, shall result in your response being declared non-responsive and rejected, as these changes will be considered a counteroffer to the Town's solicitation. Should a Supplier wish to propose terms & conditions different than those provided by the Town they must be listed as an Exception and included in the place provided to list Exceptions.

7) Additional Quantities - For a period not exceeding twelve (12) months from the date of bid opening, the right is reserved to purchase additional material at the prices bid in this Invitation. If additional quantities are not acceptable, the bid sheet must be noted “Bid is for specified quantity only.”

8) Alternatives/Approved Equal/Deviations – Unless otherwise specified, the mention of the particular manufacturer’s brand name or number in the specifications does not imply that this particular product is the only one that will be considered for purchase. The reference is intended solely to designate the type or quality of merchandise that will be acceptable. Alternative offers will be considered and must include descriptive literature and/or specifications. Failure to provide descriptive literature and/or specifications with the alternative offer(s) may be cause for disqualification of the bid.

The TOWN , in its sole and absolute discretion, shall determine the acceptability of any alternative product or service and such determination shall be final and binding upon all bidders. When an item is marked “No Substitutions” alternates or equivalents will not be accepted. The bidder shall be responsible for reading carefully, and understanding completely, the requirements and specifications of the items bid upon. Any deviation from specifications set forth herein must be clearly indicated. Unless a deviation is identified the TOWN has right to

Town of Palm Beach - ITB Terms and Conditions – Goods and Services detrimentally rely that the items offered are in strict compliance with these specifications, and the successful bidder will be held responsible. Therefore, deviations must be explained in detail on an attached sheet(s) and itemized by number. Any item(s) that do not meet the TOWN specifications upon delivery will not be accepted and if the item cannot be brought up to specifications in a reasonable time (reasonable time as determined by TOWN), the bidder will be required to compensate the TOWN for any expenses incurred to acquire the specified items.

9) Applicable Laws – Suppliers are advised all Town Agreements and documentation applicable to the Solicitation Package and Submittal Package are subject in full or in part to all legal requirements provided for in applicable Town Ordinances, State Statutes, and Federal Regulations. Uniform Commercial Code, Chapters 671-679 et seq, Fla. Stat. shall control as the basis for contractual obligations between the Supplier and the Town for any terms and conditions not specifically set forth within this Solicitation Package and/or resulting Agreement.

10) As Specified - A purchase order will be issued to the successful bidder with the understanding that all services rendered must meet the specifications herein.

11) Availability of Funds – The obligations of the Town under this award are subject to and conditioned upon the availability of funds lawfully appropriated by the Town Council.

12) Availability of the Platform – All responses to this solicitation must be submitted electronically through the eProcurement Platform. Should there be any technical issues with the Platform (not user/Supplier issues) that prevents any Supplier from submitting a response within the two (2) hours immediately before the due time, the solicitation Platform provider (EUNA Solutions) and affect all participating Suppliers. The Town shall verify the technical issue or unavailability of the Platform with EUNA Solutions, the system provider. Technical issues localized to a single supplier will not be considered cause for an extension.

13) Award – Award may be made to the Supplier which offers the best value to the Town. The Town reserves the right to reject any and all offers, to waive non-material irregularities or technicalities and to re-advertise for all or any part of this solicitation as deemed in its best interest. The Town shall be the sole judge of its best interest.

Award will be made to the lowest responsive and responsible bidder. Bids shall remain open for 90 days. If a contract is awarded, the Town will provide the successful bidder a Notice of Award within 90 days after the day of the Bid Opening.

The Town of Palm Beach reserves the right to award on an “All-or-None” basis to one bidder or to award on a “Lot-by-Lot” or “Item-by-Item” basis whenever it is in the best interest of and/or most advantageous to the Town of Palm Beach, when applicable.

14) Basis for Bidding – The total bid price shall be based on quantities, unit prices and/or lump sum(s) according to the Pricing Sheet(s) provided. Any quantities shown in the Pricing Sheet(s) are estimates for the purpose of arriving at a total price for comparison of Solicitation Responses. Prices submitted by Suppliers will be firm for NINETY (90) CALENDAR DAYS after the solicitation due date, unless stated differently elsewhere in the Solicitation Package.

15) Bid Evaluation - Bids received shall be evaluated by the Town for compliance with Solicitation Package requirements. The Town reserves the right to accept or to reject any or all bids and to make the award to that bidder, who in the sole and absolute discretion of the Town will be in the best interest of and/or the most advantageous to the Town. The Town also reserves the right to reject the bid of any vendor who has previously failed to properly perform, does not demonstrate the required minimum resources and/or experience described, or has failed to timely deliver on contracts of a similar nature. The Town reserves the right to inspect all facilities of bidders in order to make a determination as to the foregoing. The Town of Palm Beach reserves the right to waive any irregularities and technicalities and may, at its discretion, request a re-bid.

16) Bid Form - All bid proposals must be submitted on our standard Invitation to Bid form. Bid proposals on vendor quotation forms will not be accepted.

17) Bid Tabulation - Bidders desiring a copy of the bid tabulation of the Invitation to Bid may obtain them by going to the Town’s website at www.townofpalmbeach.com, (click “Doing Business” click “Sealed Bids/Requests for Proposals” and follow the instructions).

Town of Palm Beach - ITB Terms and Conditions – Goods and Services

18) Binding on Successors and Assigns - This Contract shall inure to and be binding on the heirs, representatives, successors and assigns of the Town and the Contractor, although Contractor may not assign this Contract or any right hereunder (except to the extent of any payments earned for purposes of collateral assignment to lenders) without the prior written consent of the Town. Contractor acknowledges that the Town has entered into this Agreement with the Contractor after an extensive competitive bidding process and evaluation of Contractor's particular qualifications and skills to perform the Work. Therefore, Contractor agrees that the Town may withhold the consent to assignment referred to in this subsection for any reason the Town deems appropriate in its sole and unfettered discretion.

19) Cancellation of Solicitation – The Town reserves the right to cancel, in whole or in part, any solicitation when it is in the best interest of the Town. Availability of all information related to a cancelled solicitation is subject to Chapter 119, Florida Statutes.

20) Clarifications - The Purchasing Division will receive written requests for clarification concerning the meaning or interpretations of the Solicitation until ten (10) days prior to the submittal deadline. Inquiries must be directed to the Town’s Purchasing Division, through the E-Bidding Platform, EUNA Solutions. Town personnel are authorized only to direct the attention of prospective Bidders to various portions of the solicitation so that they may read and interpret such for themselves. No employee of the Town is authorized to interpret any portion of this solicitation or provide information regarding the requirements of the solicitation beyond what is contained in the written solicitation document. During the solicitation process, related contact with Town Staff by a Vendor or its agent, other than as part of the evaluation process or for clarification purposes, will be grounds for automatic disqualification of that Applicant Firm. The Applicant Firm may only contact the Purchasing Division for the clarification of the selection process and regarding any aspects of the projects to be used for the presentation as set forth above.

21) Code of Ethics - If any Bidder violates or is a party to a violation of the code of ethics of the Town of Palm Beach, Palm Beach County or the State of Florida with respect to this proposal, such Bidder may be disqualified from performing the work described in this proposal or from furnishing the goods or services for which the proposal is submitted and may be further disqualified from submitting any future proposals for work, goods or services for the Town of Palm Beach. The link for additional information regarding the Palm Beach County Commission on Ethics may be found at: http://www.palmbeachcountyethics.com/ordinances-codes.htm.

22) Compliance with Occupational Safety and Health - Bidder certifies that all material, equipment, etc., contained in his/her bid meets all O.S.H.A. requirements. Bidder further certifies that, if he/she is the successful bidder, and the material, equipment, etc., delivered is subsequently found to be deficient in any O.S.H.A requirement in effect on date of delivery, all costs necessary to bring the material, equipment, etc., into compliance with the aforementioned requirements shall be borne by the bidder.

23) Cone of Silence – The Cone of Silence is a prohibition on any communication, except for written correspondence, regarding a particular request for proposal, request for qualification, bid or any other competitive solicitation between:

a. Any person or person’s representative seeking an award from such competitive solicitation; and

b. Any Town Council Member or Town Council staff, any member of a local governing body or the member’s staff, a mayor or chief executive officer that is not a member of a local governing body or the mayor or chief executive officer’s staff, or any employee authorized to act on behalf of the commission or local governing body to award a particular contract.

For the purposes of this section, a person’s representative shall include but not be limited to the person’s employee, partner, officer, director, consultant, lobbyist, or any actual or potential subcontractor or consultant of the person.

The cone of silence shall be in effect as of the issuance of the Invitation To Bid. The cone of silence applies to any person or person’s representative who responds to a particular request for proposal, request for qualification, bid or any other competitive solicitation, and shall remain in effect until such response is either rejected by the Town or withdrawn by the person or person’s representative. Each request for proposal, request for qualification, bid or any other competitive solicitation shall provide notice of cone of silence requirements and refer to this article.

http://www.palmbeachcountyethics.com/ordinances-codes.htm

Town of Palm Beach - ITB Terms and Conditions – Goods and Services

The provisions of this article shall not apply to oral communications at any public proceeding, including pre-bid conferences, oral presentations before selection committees, and contract negotiations during any public meeting, presentations made to the town council, and protest hearings. Further, the cone of silence shall not apply to contract negotiations between any employee and the intended awardee, any dispute resolution process following the filing of a protest between the person filing the protest and any employee, or any written correspondence at any time with any employee, town council member, mayor, advisory board member, or selection committee member, unless specifically prohibited by the applicable competitive solicitation process.

The cone of silence shall terminate at the time the town council or town department authorized to act on behalf of the board or local municipal governing body as applicable, awards or approves a contract, rejects all bids or responses, or otherwise takes action which ends the solicitation process. For further information refer to http://www.palmbeachcountyethics.com/ordinances-codes.htm - Palm Beach County Registration Ordinance – Effective April 2, 2012.

24) Conflict of Interest - The award of this solicitation is subject to Chapter 112, Florida Statutes. All Suppliers must disclose with their response the name of any officer, director, or agent who is also an employee of the Town of Palm Beach. Further, all Suppliers must disclose the name of any Town of Palm Beach employee who owns, directly or indirectly, an interest of five (5) percent or more of the Suppliers company or any of its branches.

25) Conflicts within the Solicitation – Where there appears to be a conflict between information provided in the Solicitation Package the order of precedence shall be the last addendum issued, the Pricing Sheet(s), the Scope of Work/Specifications, the Special Terms & Conditions, the Supplemental Terms & Conditions and then the General Terms and Conditions.

26) Contents of the Solicitation Package and Suppliers Responsibilities – It is the responsibility of the Supplier to become thoroughly familiar with the requirements, terms, and conditions of this solicitation. Pleas of ignorance of these matters by the Supplier will not be accepted as a basis for varying the requirements of the Solicitation Package or any resulting Contract.

27) Contractual Agreement - This ITB shall be included and incorporated in the final award. The order of contractual precedence will be the Contract or Agreement document, original Terms and Conditions, and Bidder response. Any and all legal action necessary to enforce the award will be held in Palm Beach County and the contractual obligations will be interpreted according to the laws of the State of Florida. Any additional contract or agreement terms requested for consideration by the Bidder must be attached and enclosed as part of the proposal.

28) Contract Term - Requirements listed in the Solicitation Package in the Towns eProcurement platform.

29) Definition of Terms

a. Addendum: An official change or revision to a Solicitation Package issued in writing by the

Purchasing Division. An Addendum will be published through the Platform.

b. Bid, Offer, or Response: Shall refer to any submission in response to this Solicitation that if accepted would bind the Supplier to perform the resultant Contract.

c. Commodity: A marketable item produced to fulfill a need or want, and references both goods and services. More specifically the product or service requested in this solicitation.

d. Contract: The Agreement to provide the Commodity(s) set forth in this solicitation.

i. Purchase of Goods - The contract will be comprised of the solicitation document signed by the vendor with any addenda and other attachments specifically incorporated into the agreement and a Town purchase order.

ii. Performance of Services – The contract will be comprised of the Agreement between the Town and the vendor, the solicitation document, any addenda, and other attachments incorporated into the agreement. A notice to proceed may also be included.

e. Contractor: The vendor to whom Contract award has been made. Used when conditions or responsibilities apply only to the awarded Contractor.

f. Town: Shall refer to Town of Palm Beach, Florida.

Town of Palm Beach - ITB Terms and Conditions – Goods and Services

g. Formal Award: Is defined as the Town Council’s approval of the solicitation award, or lacking Town Council approval, issuance of a Notice of Award document or the issuance of a Purchase Order to the awarded Supplier.

h. In Writing - Writing is any mode of representing or reproducing words in a visible form. To include electronic and technological methods for the representation of words.

i. Invitation to Bid (ITB): Shall mean the Online Solicitation, including any Addenda, published through the Town’s Platform used to communicate Town requirements to prospective Suppliers and to solicit Responses from them.

j. Language: The Town has established for purposes of this solicitation that the words “shall”, “must”, or “will” are equivalent in this solicitation and indicate a mandatory requirement or condition, the material deviation from which shall not be waived by the Town. A deviation is material if, in the Town’s sole and absolute discretion, the deficient response is not in substantial accord with this ITB’s mandatory requirements. The words “should” or “may” are equivalent in this solicitation and indicate very desirable conditions or requirements, but are permissive in nature. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural.

k. Owner: Shall mean the Town of Palm Beach, Florida.

l. Platform: The Town’s Internet based online solicitation system (e-Bid/RFx) is identified as and located at www.gobonfire.com (Provider). The Platform is utilized by the Town and the Suppliers to: 1) Allow Suppliers to register and manage their company records, 2) Town posts and issues Town Solicitation Packages for Suppliers from inception to award of a Solicitation, 3) Allows Suppliers to submit a response online, electronically, through the Platform, 4) Allows Suppliers to view all public record documents related to an Online Solicitation. May also be referred to as e-Bid/RFx System, or System.

m. Pricing Sheet: The area within the Platform that Suppliers will provide their pricing response for the Solicitation. Also known as Schedule of Bid Items.

n. Purchase Order: The Town’s document to a Supplier formalizing all the terms and conditions of a proposed transaction, such as a description of the requested items, cost of items being purchased, delivery schedule, terms of payment, and transportation. For formal solicitations the Purchase Order will incorporate the Terms & Conditions of the solicitation.

o. Responsible: Refers to a Supplier that has the capacity and capability to perform the work required under a Solicitation and is otherwise eligible for award.

p. Responsive: Refers to a Suppliers Submittal Package or response when the Submittal Package conforms to the instructions and format specified in the Solicitation Package.

q. Supplier: A general reference to any entity responding to this solicitation and must be the party entering into the Contract with the Town; also includes Supplier, contractor, company, respondent, vendor, etc.

r. System: See Platform.

s. Solicitation: See Solicitation Package.

t. Solicitation Package: Will mean the group or collection of documentation that constitutes the information detailing the solicitation requirements that requests responses, bids, offers, or submittals from eligible Suppliers. The information may be in the form of electronic documents, files and information contained within data fields in the Platform. Solicitations may be in the form of a Request for Quote, Invitation to Bid, Request for Proposal, Request for Qualifications or Invitation to Negotiate. Also referred to as a Solicitation.

u. Submittal Package: The Submittal Package is defined as a Suppliers submittal or response to all Solicitation Package Requirements as set forth in the Platform. All areas requiring a response must be completed by the Supplier, failure to do so may result in the Suppliers Submittal Package being deemed non-responsive and not considered for award. Also known as Solicitation Response, Bid, Offer, or Response.

30) Delivery - The awarded Contractor shall deliver parts ordered that are in stock within 24 hours (next business day) and deliver special order parts (not in stock) within 72 hours (3 business days). The awarded Contractor shall be able to provide free emergency delivery, as necessary, in less than one (1) hour during normal operating hours. The Town of Palm Beach requires that there be no minimum requirements on any order. It is estimated that about 10% of the parts ordered will require emergency (1 hour) or weekend delivery.

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Deliveries shall be made Monday through Friday between the hours of 7:30 A.M. and 4:00 P.M. In addition, the awarded Contractor shall provide free weekend deliveries if so required. The Contractor shall promptly advise the Town of Palm Beach of any delay or anticipated delay in delivery or performance. The awarded Contractor shall furnish an itemized delivery ticket for every delivery made to the Town. The ticket shall include the date and purchase order number.

NOTE: If the awarded Contractor is unable to deliver an order within the required time frames, the Town of Palm Beach reserves the right to purchase that order from an alternate supplier. Continual failure to deliver product(s) within the required timeframe(s) shall result in termination of the contract.

31) Deletion or Modification of Goods - The Town reserves the right to add or delete any portion of this Contract at any time with or without cause, and if such right is exercised by the Town, the total fee shall be increased or reduced in the same ratio as the estimated cost of the goods based on the unit prices set forth on the Bid Proposal Page.

32) Discount - Bidders may offer a discount for prompt payment. However, such discounts will not be considered in determining the lowest net cost for bid evaluation purposes unless otherwise specified in the Special Conditions.

Bidders should reflect any discounts to be considered in the bid evaluation in the unit prices bid.

33) Disputes - In case of any confusion or differences of opinion as to the items to be furnished hereunder, the decision of the Town of Palm Beach Purchasing Manager shall be final and binding on both parties.

34) Disqualification of Bidders - Bidders may be disqualified for any of the following reasons:

a) Interest by the same person in more than one bid.

b) Collusion among or between bidders.

c) Unbalanced bids; that is, bids in which the prices bid for some items are out of all proportions to those bid for others.

d) Lack of responsibility on the part of bidders (for example, no bidder would be considered responsible who has failed to carry out any contract in which the Town has been directly or indirectly concerned).

e) Lack of experience or capital, on the part of bidders. Evidence of experience, ability, and financial standing, as well as a statement regarding plant and machinery available may be required of any or all bidders. Failure of the contractor to possess a business tax receipt which will allow the contractor to obtain the required permits or have the ability to obtain a Town of Palm Beach business tax receipt within 14 calendar days to perform the work specified.

f) Submission of a non-responsive bid.

35) Drug Free Workplace - Preference shall be given to businesses with Drug-Free Work Place (DFW) programs.

Whenever two or more proposals which are equal with respect to price, quality, and service are received by the Town for the procurement of commodities or contractual services, a proposal received from a business that completes the attached DFW form certifying that it is a DFW shall be given preference in the award process

36) E-Verify - The Town of Palm Beach is an E-Verify employer for the purposes of verifying work authorization. Work authorization for those contracted to provide services and/or goods to the Town of Palm Beach is the sole responsibility of the contracted vendor and/or service provider.

37) EEO Statement – The Town is committed to assuring equal opportunity in the award of contracts and, therefore, complies with all laws prohibiting discrimination on the basis of race, color, religion, national origin, sex, age and non-disqualifying physical or mental disability

38) Eligibility – It is the policy of the Town to encourage full and open competition among all available qualified Suppliers.

All Suppliers who regularly provide the type of goods specified in the solicitation are encouraged to submit responses.

Eligibility requirements for contract award are as follows:

Town of Palm Beach - ITB Terms and Conditions – Goods and Services

a. Have NO delinquent indebtedness to the Town of Palm Beach or other federal, state, or municipal agencies;

b. Shall be regularly and consistently engaged in providing goods the same or similar to those being solicited;

c. Be able to comply with the required or proposed delivery or performance schedule;

d. Have a satisfactory record of performance. Suppliers who are or have been deficient in current or recent contract performance shall be presumed to be incapable ofsatsifying this requirement.

Past unsatisfactory performance will ordinarily be sufficient to justify a finding of non-responsibility;

e. A Supplier’s unsatisfactory performance on an existing contract with the Town at the time responses to this solicitation are received may constitute sufficient justification to deem the subject Supplier non-responsible and ineligible for award of this solicitation. Previous award of work does not guarantee future award(s). The Suppliers must perform satisfactorily and professionally on all Town contracts;

f. Have a satisfactory record of integrity and business ethics;

g. Not have any previous investigations where the Supplier was found at fault and penalized; or current investigations where disposition is pending by the regulatory agency responsible; and

h. Be otherwise qualified and eligible to receive an award under applicable laws and regulations.

39) Electronic Posting of Solicitation Package. The Town’s ONLY official outlet for publication and posting of Town of Palm Beach solicitations is on the EUNA Solutions Platform. The Platform is the only place the Town will post solicitation information, addendums, question & answer and contract related information. The Town will not honor or verify information redistributed or reposted by other entities on other Internet sites. Suppliers relying on such ‘second hand’ information will do so at their own risk and is of no consequence to the Town.

40) Electronic Submission of Responses – All references herein to signatures, signing requirements, or other required acknowledgments hereby include electronic signature by means of clicking the “Submit” button (or other similar symbol or process) attached to or logically associated with the response created by the respondent within the Town’s Platform. The Supplier agrees that the action of electronically submitting its response constitutes:

a. an electronic signature on the response, generally,

b. an electronic signature on any form or section specifically calling for a signature, and

c. an affirmative agreement to any statement contained in the solicitation that requires a definite confirmation or acknowledgement.

d. an affirmative acknowledgement that any employee submitting the response under the Suppliers account has been authorized to submit such a response.

41) Entire Agreement - This Contract contains the final, complete, and exclusive expression of the understanding between the Town and Supplier with respect to the obligations created under this solicitation and these terms supersede any prior or contemporaneous stipulations, agreements, understandings, or representations, oral or written by either of party. A waiver or modification of any provision of this Contract is valid only if such waiver or modification is in writing and signed by each party. The Town and the awarded company each represent and warrant to the other, that the individuals executing the Contract have full power, authority and legal right to execute and deliver, bind, and to perform and observe the provisions of this Contract.

42) Execution of Contract – The Supplier to whom the Town intends to award a Contract will be required to execute a Contract document within ten (10) days from the date of the Notice of Recommendation for Award, and deliver such executed instruments as instructed to the Town of Palm Beach Purchasing Division. The Town expects the Supplier to execute all Contracts by electronic signature through a system provided by the Town.

43) Familiarity with Laws and Regulations - The bidder acknowledges and represents to the Town that bidder is familiar, can comply with, and will exercise reasonable care to see that all Federal, State, County, and Municipal laws and ordinances are observed, by the bidder direct or indirect employees, agents, subcontractors, suppliers and material men.

44) Federal and State Tax - Town is exempt from Federal and State Taxes for tangible personal property. The Purchasing Agent will sign an exemption certificate submitted by the successful bidder. Vendors or contractors doing business with the Town shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations with the Town, nor shall any said vendor or contractor be authorized to use the Town’s tax exemption number in securing such materials.

45) File Uploads – All electronic files uploaded must be in a common format accessible by software programs the Town uses. Those common formats are generally described as Microsoft Word (.doc or .docx), Microsoft Excel (.xls or .xlsx), Microsoft Power Point (.ppt or pptx), or Adobe Portable Document Format (.pdf.). Suppliers will not secure, password protect or lock uploaded files; the Town must be able to open and view the contents of the file. Suppliers will not disable or restrict the ability of the Town to print the contents of an uploaded file. Scanned documents or images must be of sufficient quality, no less than 150 dpi, to allow for reading or interpreting the words, drawings, images or sketches.

The Town may disqualify any Submittal Response that does not meet the criteria stated in this paragraph.

46) F.O.B. Point - The F.O.B. shall be Destination to Town of Palm Beach Public Works Department, 951 Okeechobee Road, Palm Beach, FL 33401. Pricing shall include delivery and installation. No additional charges for delivery shall be allowed.

47) General Information - These documents constitute the complete set of specification requirements and bid forms. Bid Proposal response is to be filled in, signed, sealed and mailed or presented to the Purchasing Division on or before the specified date and time. It is sole responsibility of the bidder to ensure that his/her bid reaches the Purchasing Division on or before the closing date and time. The Town shall in no way be responsible for delays caused by any other occurrence. Offers by telephone, telegram or facsimile will not be accepted. The bid time must be and shall be scrupulously observed. Under no circumstances will bids delivered after the time specified be considered. Such bids shall be returned to the vendor unopened. All bids must be typewritten or written in ink, and must be signed in ink by an officer or employee having authority to bind the company or firm. For information concerning this bid, please contact:

Town of Palm Beach Purchasing Department 951 Okeechobee Road, Suite “D” West Palm Beach, FL 33401

(561) 838-5406

48) Governing Law/Jurisdiction – This Agreement and all transactions contemplated by this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to any contrary conflicts of law principle. Venue for all proceedings in connection herewith shall lie exclusively in Palm Beach County, Florida, and each party hereby waives whatever its respective rights may have been in the selection of venue.

49) Indemnification - The Contractor recognizes that it is an independent contractor and not an agent or servant of the Town. To the fullest extent allowed by law the Contractor shall protect, defend, reimburse, indemnify, and hold the Town of Palm Beach, its officers, agents, and employees free and harmless from and against any and all claims, losses, penalties, damages, settlements, costs, charges, attorneys or other professional fees, and/or other expenses and/or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings, cause or causes of action of very kind and character in connection with, or arising directly or indirectly out of or related to this Contract and the Work performed hereunder. Without limiting the generality of the foregoing, Contractor’s Indemnity shall include all claims, damages, losses, or expense arising out of or related to personal injury, death, damage to property, defects in materials or workmanship, actual or alleged infringement of any patent, trademark, copyright, proprietary information, or applications of any thereof, or of any other tangible or intangible personal or property right, or any actual or alleged violation of any applicable statute, ordinance, administrative order, rule or regulation, or order of any court.

Contractor agrees to investigate, respond, adjust, and provide a defense for, all and any such claims, demands and actions at Contractor’s sole expense and agrees to bear and remain liable for all such other costs and expenses relating thereto, even if such claim is groundless, false, or fraudulent. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, defend, and hold harmless the Town or its officers, employees, agents, and instrumentalities as herein provided.

Notwithstanding the foregoing, if the joint, concurring, comparative or contributory fault or negligence of the Parties gives rise to the losses for which the Town is entitled to indemnification under this Article 8, then any losses shall be allocated between the Parties in proportion to their respective degrees of fault or negligence contributing for such losses.

Contractor’s Indemnity shall not extend to liability for damages to persons or property to the extent such damage was caused by solely by the negligent act(s) or omission(s) by the Town, or by the Town’s officers, agents, and employees.

Contractor acknowledges and agrees that Town would not enter into this Agreement without this indemnification of Town by Contractor and that such indemnification constitutes a material inducement for the Town’s entering into this Agreement and shall additionally constitute good and sufficient consideration for this indemnification. This Article shall survive the expiration or earlier termination of this Agreement. Nothing in this Contract shall be construed to affect in any way the Town’s rights, privileges, and immunities as set forth at Section 768.28, Fla. Stat.

50) Invoices - The Contractor may submit invoices at the completion and approval of each task or for partial completion of each task on a pro rata basis. However, requests for payment shall not be made more frequently than on a monthly basis. Each invoice shall designate the nature of work performed and be accompanied by records fully detailing the amounts stated on the invoice. Invoice payment shall be subject to the satisfactory completion and acceptance of the work following verification by Town personnel. Invoices shall be paid by the Town within thirty (30) days of receipt of the invoice, except for items questioned. The Town shall notify the Contractor of any items questioned. The Contractor shall prepare verification data for the amount claimed and cooperate with the Town during such investigation of any areas in the invoice subject to question. The Town of Palm Beach shall issue direct payments (ACH) or purchasing card for payment of all invoices in order to minimize issuing printed checks with the goal of a greener footprint.

51) Late Submittal Packages – Submittal Packages received in hard copy format or delivery by other electronic means made after the established due date and time will be deemed late and non-responsive. Late Submittal Packages will not be considered for award. Late Submittal Packages received and in the possession of the Town will remain the property of the Town and will not be returned to the Supplier. The Platform will not allow Suppliers to submit a Submittal Package after the established due date and time has passed.

52) Licenses and Permits - When applicable, it shall be the responsibility of the successful bidder to obtain at no additional cost to the Town, any and all licenses and permit required to complete contractual service. A copy of these licenses and permits shall be submitted prior to commencement of work. Permit fees shall be waived for this work, however, the successful vendor must pay any applicable Town business taxes.

53) Legal Requirements - Federal, State, County and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the bidder shall in no way release the bidder from responsibility.

a) Vendors doing business with the Town are prohibited from discriminating against any employee, applicant, or client because of race, creed, color, national origin, sex, age, or non-disqualifying physical or mental disability regarding, but not limited to, the following: employment practices, rates of pay or other compensation methods, and training selection.

b) Identical Tie Bids/Proposals shall be awarded in accordance with the preference established in Section 287.087, Florida Statutes, to a vendor submitting the attached Drug-Free Workplace Certification form properly completed and certified. In the event that tie bids are received either from vendors who have all submitted a Drug-Free Workplace Certification or none of whom who have submitted such certification, the award will be made in accordance with Town purchasing procedures pertaining to tie bids.

c) 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 on a contract to provide any goods or services to a public entity may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor or consultant 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, Fla.

Stat. (2020) for CATEGORY TWO (Currently $25,000) for a period of 36 months from the date of being placed on the convicted vendor list.

54) Material Safety Data Sheets - Pursuant to Chapter 442, Florida Statutes, a Material Safety Data Sheet (MSDS) must accompany any toxic substance resulting from this bid. The MSDS must include the following information:

a) The identity used on the chemical product’s label.

b) The chemical and the common name(s) of all ingredients, which have been determined to be a health hazard.

c) Physical and chemical characteristics of the hazardous chemicals (i.e. vapor pressure, flashpoint).

d) The physical hazards of the hazardous chemical, including the potential for fire, explosion and reactivity.

e) The health hazards of the hazardous chemical, including signs and symptoms of exposure.

f) The primary route(s) of entry.

g) The Occupational Safety and Health Administration (OSHA) permissible exposure limit, American

Conference of Governmental Industrial Hygienists (ACGIH) Threshold Limit Value, and any other exposure limit used or recommended.

h) Whether the hazardous chemical is listed on the National Toxicology Program (NTP) Annual Report on Carcinogens (latest edition) or has been found to be a potential carcinogen.

i) Any general applicable precautions for safe handling and use that are known.

j) Any general applicable control measures, which are known.

k) Emergency and first aid procedures.

l) The date of MSDS preparation or last change to it.

m) The name, address and telephone number of the chemical Manufacturer or importer.

55) Method of Ordering - An annual Blanket Purchase Order may be issued for these services. Invoices shall be submitted monthly after completion of services specified in this Contract and shall refer to the Purchase Order Number and the appropriate item number. Invoices shall be submitted to the Town of Palm Beach, Finance Department, Accounts Payable P.O. Box 2029, Palm Beach, FL 33480 or email electronic invoices to:Invoices@TownofPalmBeach.com (Preferred Method).

56) Mistakes In Submittal Package

a. Correction of mistakes or withdrawal of a submittal package after the established due date and time will not be allowed.

b. .

c. Unit prices shall prevail in the event of an error in the Supplier’s Submittal Package.

d. Minor Informalities - Minor informalities are matters of form rather than material substance from the solicitation, or non-material mistakes that can be waived or corrected without prejudice to other responding suppliers. Material substance is defined as any portion of a Supplier’s response that materially affects the submittal package, which includes but is not limited to, the effect on price, quantity, quality, manufacturer, product, delivery, or contractual conditions and shall not be considered a minor informality.

57) No Bid - Where more than one item is listed, any items not bid upon shall be indicated “NO BID.” If no items are bid on, the “Statement of NO BID” should be returned, with the envelope plainly marked “NO BID” and with the bid number. Failure to do so will be an indication that the bidder does not wish to be considered for future bids.

58) Non- Collusion - Bidder certifies that his Proposal is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a Proposal for the same materials, services, supplies, or equipment and is in all respects fair and without collusion or fraud.

59) Offer Phase – Within the Platform the Offer Phase is the time period that Suppliers can submit a response to the solicitation. The Offer Phase has a beginning date and time and an ending date and time. The ending date and time of the Offer Phase is the deadline for all responses to the solicitation (a/k/a bids). The Platform will not allow Suppliers to submit responses after the Offer Phase has closed.

60) Packing Slips: It will be the responsibility of the awarded Contractor, to attach all packing slips to the OUTSIDE of each shipment. Packing slips must provide a detailed description of what is to be received and reference the City of Fort Lauderdale purchase order number that is associated with the shipment. Failure to mailto:Invoices@TownofPalmBeach.com provide a detailed packing slip attached to the outside of shipment may result in refusal of shipment at Contractor’s expense.

61) Palm Beach County Inspector General - The Contractor 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 any contracts resulting from this solicitation, and in furtherance thereof may demand and obtain records and testimony from the contractor and its subcontractors and lower tier subcontractors. The Contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of the Contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the municipality to be a material breach of this contract justifying its termination.

62) Payments - Payment will be made by the Town after commodities/services have been received, accepted and properly invoiced as indicated in contract and/or order. Invoices must bear the order number. Terms of payment are net 30 days after services have been completed and accepted. Invoice must reflect purchase order number.

The Town of Palm Beach shall pay invoices via either direct payments (ACH) or purchasing card es with the goal of achieving a greener footprint.

Suppliers shall email their invoice(s) to following email address: Invoices@TownofPalmBeach.com

63) Performance - The Town shall not pay for work that fails to meet the Town’s standards as set forth is this Bid and as determined by the Contract Coordinator.

64) Pre-Solicitation Conference – If a pre-solicitation conference/site visit (meeting) is specified on the information page of the Solicitation Package it will also indicate whether attendance is mandatory or optional. The Town reserves the right to change the attendance requirement through the issuance of an Addenda if it is found to be in the best interest.

a. Mandatory - If attendance is Mandatory, Suppliers interested in submitting a Response MUST attend the meeting and MUST sign the Attendee Sign-in Sheet under the same name as the Submittal Response will be submitted under.

b. Non-Mandatory - If the meeting is optional, attendance by Suppliers interested in submitting a Response is not required. However, Suppliers are responsible for familiarizing themselves with the project and the site conditions if applicable. An optional meeting does not excuse the Suppliers from visiting the site if it is necessary to become familiar with the project and the conditions.

65) Price/Delivery - Price quoted must be the price for new merchandise that is free from defects. Any bids containing modifying or “escalator” clauses will not be considered unless specifically provided for in the bid specifications. “Acceptance” as herein used means the acceptance by Town of Palm Beach, herein referred to as Town, after the Purchasing Agent or his designee has, by inspection or test of such items, determined that they fully comply with specifications.

Deliveries of all items shall be made as soon as possible. In the appropriate blank on the bid form, the vendor must indicate the best delivery date after receipt of order (ARO). Deliveries resulting from this bid are to be made during the normal working hours of the Town. Time is of the essence and the Bidder’s delivery date must be specified and adhered to.