8-RFB – Terms and Conditions –Goods and Services.pdf

TOWN OF PALM BEACH

Request for Bids – Terms and Conditions –Goods and Services

Request for Bids – Terms and Conditions –Goods and Services

1. 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.

2. ADDENDUMS

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.

3. 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 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.

4. AS SPECIFIED

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

5. 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.

6. 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.

7. BID FORMS

All bid proposals must be submitted on our standard bid form. Bid proposals on vendor quotation forms will not be accepted.

8. BID TABULATION

Bidders desiring a copy of the bid tabulation of the 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).

9. CERTIFICATIONS AND/OR LICENSES

Bidders shall hold a current license which shows that a principal in the firm or an employee is certified to perform these services. This Certification shall be current at all times during the duration of this contract. Bidders should provide, with their bid, a copy of all current licenses. If not provided with your bid, they must be submitted within three (3) business days of the Town’s request. Bidder must hold a current tax receipt (Occupational License). Copy of license must be submitted with bid and must be in the name of the bidder shown on the Bid Proposal Page. A current, signed copy of IRS Form W-9 should also be submitted with your bid.

10. 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.

11. 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.

12. 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 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.

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

Request for Bids – Terms and Conditions –Goods and Services http://www.palmbeachcountyethics.com/ordinances-codes.htm - Palm Beach County Registration Ordinance – Effective April 2, 2012.

13. 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.

14. CONTRACTUAL AGREEMENT

This Bid 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.

15. DELETION OR MODIFICATION OF SERVICES

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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. GENERAL INFORMATION

Companies desiring a copy of the Request for Proposals may obtain such documents from the Town’s website, (click

"Doing Business," click "Bids and Requests for Proposals" and under the EUNA Solutions section select on the link to the

Town of Palm Beach Solicitations to locate this bid.

The Town only accepts online submittals through EUNA Solutions, the eProcurement platform linked to the

Town Website, promoting a greener footprint.

If you are not registered through the website you are required to do so (at NO charge). The Bid is also advertised through DemandStar and Public Purchase, however proposals must be submitted through the Town website. Written proposals will https://www.townofpalmbeach.com/333/CurrentSolicitations-BidResults https://platform-us.negometrix.com/PublicBuyerProfile/CompanyPublishedTenders.aspx?companyId=17 https://platform-us.negometrix.com/PublicBuyerProfile/CompanyPublishedTenders.aspx?companyId=17 https://platform-us.negometrix.com/PublicBuyerProfile/CompanyPublishedTenders.aspx?companyId=17 https://www.townofpalmbeach.com/333/CurrentSolicitations-BidResults https://www.townofpalmbeach.com/333/CurrentSolicitations-BidResults https://www.demandstar.com/ https://www.publicpurchase.com/ not be accepted. For further information, contact the Purchasing Office, 951 Okeechobee Road, Suite D, West Palm Beach, FL 33401, Telephone (561) 838-5406.

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

22. 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

23. 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.

24. INFORMATION

Any questions by prospective vendors should be directed to the Purchasing Division contact, who is authorized only to direct inquiries to various portions of the bid so bidders may read and interpret such for themselves. No authorization is allowed by purchasing personnel to interpret, or give information as to bid requirements in addition to that, which is contained in the original bid document. Interpretation of the bid or additional information as to its requirements, where necessary, shall be communicated to bidders only by written addendum.

25. 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.

26. 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.

27. LOBBYING PROHIBITED

Proposers are not to contact or lobby any Town personnel related or involved with this Request for Proposals.

All oral or written inquiries are to be directed to the Purchasing Division as instructed herein. Any violation of this condition may result in rejection and/or disqualification of the Proposer. Refer to Palm Beach County Registration Ordinance – Effective April 2, 2012 for further information: http://www.palmbeachcountyethics.com/ordinances-codes.htm .

28. MATERIAL SAFETY DATA SHEET

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.

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

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.

29. 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).

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

c) 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.

31. 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.

32. 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.

33. 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.

34. PAYMENT

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 cards with the goal of achieving a greener footprint.

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

35. 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.

36. PRICES QUOTED

Bidder warrants by virtue of bidding that prices shall remain fixed and firm for a period of ninety days (90) days from the date of bid opening or time stated in Special Conditions.

mailto:Invoices@TownofPalmBeach.com mailto:Invoices@TownofPalmBeach.com

37. 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. Should the bidder, to whom the order or contract is awarded, fail to deliver on or before his/her stated date, the Town reserves the right to CANCEL the order or contract and make the purchase elsewhere. The successful Bidder(s) shall be responsible for making any and all claims against carriers for missing or damaged items.

38. PRICING

The Town requires a firm price for the contract period. Invoices will be checked to confirm compliance with quoted pricing.

Failure to hold prices firm through the entire contract term will be grounds for contract termination.

39. PROTESTS - Please see the Town of Palm Beach Purchasing Manual Stay of Procurement during Protest: Purchases which are the subject of a timely protest may be stayed until a final decision by the Town Manager regarding such Protest has been made. The Purchasing Manager shall not proceed further with the Invitation to Bid, RFP, or other purchasing solicitation or award which is the subject of the protest until all administrative remedies have been exhausted and a final decision of the Town Manager has been rendered, unless a determination is made that the continuation of the award process is in the best interest of the Town. In this case, the Town Manager must make a written determination that the execution of a contract without delay is necessary to protect substantial interests of the Town.

Filing Fees: In order to defray a portion of the administrative costs associated with a protest, all protests shall be accompanied by a filing fee in the form of a bond, cashier’s check, or money order for an amount equal to ten percent (10%) of the total estimated contract value, but in no case less than $10,000. Failure to pay the filing fee shall result in a denial of the protest.

In the event that a protest is upheld, the filing fee shall be refunded to the protestor. If the protest is not upheld, the filing fee shall be drawn upon to offset any costs incurred by the Town related to the subject protest.

40. PUBLIC ENTITY CRIMES

Pursuant to Section 287.133(12)(a) of the Florida Statutes, 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 Submittal Package (Bid Response) on a contract to provide any goods or services to a public entity, may not submit a bond on a contract with a public entity for the construction or repair of a public building or public work, may not submit Submittal Package (Bid Response) for the lease 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 for Category Two ($25,000) for a period of 36 months from the date of being placed on the convicted vendor lists that they have not been placed on the “Convicted Vendor List” or have been found guilty of a public entity crime.

41. PUBLIC RECORDS LAW

Pursuant to Section 287.133(12)(a) of the Florida Statutes, 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 Submittal Package (Bid Response) on a contract to provide any goods or services to a public entity, may not submit a bond on a contract with a public entity for the construction or repair of a public building or public work, may not submit Submittal Package (Bid Response) for the lease 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 for Category Two ($25,000) for a period of 36 months from the date of being placed on the convicted vendor list."

42. PUBLIC SAFETY AND CONVENIENCE

In the Contractor’s use of streets and highways for the work to be done under these specifications, they shall conform to all Municipal, County, State and Federal laws and regulations as applicable.

The Contractor shall at all times so conduct their work as to insure the least possible obstruction to normal pedestrian and vehicular traffic including access to all public and private properties during all stages work, and inconvenience to the general public and the residents in the vicinity of the work, and to insure the protection of persons and property, in a manner satisfactory to the Town of Palm Beach or designee.

No more than one-half (1/2) of the road or street shall be closed and traffic shall be controlled, so as to provide minimum hindrance. Contractor shall utilize traffic control devices when working on right of ways.

Contractor is responsible for obtaining right of way permits when working on DOT roadways. There will be no fees for these permits.

There shall be no obstruction of the travel lanes between the hours of 7:00 A.M. to 9:00 A.M. and 4:00 P.M. to 6:00 P.M.

without approval from the Town of Palm Beach or designee. No road or street shall be closed to the public, except with the permission of the Contract Coordinator and proper governmental authority. Fire hydrants on or adjacent to the work shall be kept accessible to fire-fighting equipment at all times. Temporary provisions shall be made by the Contractor to insure the use of sidewalks, public telephones and the proper functioning of all gutters, sewer inlets, drainage ditches, and irrigation ditches.

43. RESTRICTED AREAS DURING OFFICIAL DIGNITARY VISITS, EMERGENGIES AND WEATHER

EVENTS

The Town of Palm Beach may become a restricted area during official Dignitary visits, emergencies, and/or significant weather events. Contractor and workers may be asked to show Town issued ID during this period. The Contractor and workers assigned to this project will be required to come to the Police Department prior to the start of the contract to have their fingerprints taken at no charge to contractor. If the fingerprint background check returns with no warrants or felonies, the contractor and workers will be given a picture ID for access to Palm Beach Island during this period. This process takes up to three (3) business days and needs to be planned for accordingly.

44. SAFETY REGULATIONS

Equipment must meet all State and Federal safety regulations for grounding of electrical equipment.

45. SELLING, TRANSFERRING OR ASSIGNING CONTRACT

No contract awarded for this proposal shall be sold, transferred or assigned without the prior written approval of the Town, which may be withheld for any reason or no reason at the Town’s sole and absolute discretion.

46. SUBCONTRACTING

If the Contractor subcontracts any portion of the contract for any reason, the name and address of the subcontractor shall be included on the form contained herein with the extent of work to be performed. This information shall be submitted with bid response and approved by the Town. The Town reserves the right to reject a bid, of any bidder, if the bid names a subcontractor who has failed in the proper performance of a contract or is not in position to perform properly under this award. Subcontractors shall be responsible for meeting and submitting the insurance and licensing requirements set forth in the bid documents to the Contractor, or the Contractor shall extend their insurance policy to cover the subcontractor and their employees. It shall be the responsibility of the Contractor to ensure that insurance and licenses required by this contract are in effect.

47. TERMINATION FOR CONVENIENCE

The Town of Palm Beach may terminate under this contract in whole or in part (the “Work Terminated”) if the Town determines that such termination is in the Town's best interest. The Town shall terminate by delivering to the Contractor a Notice of Termination, specifying the extent of the Work Terminated and the effective date. After receipt of a Notice of Termination, a Contractor shall immediately proceed with the following, regardless of any delay in determining or adjusting any amounts due under this clause:

a) Stop work as specified in the notice.

b) Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete any portion of this Contract not encompassed in the Work Terminated.

c) Terminate all subcontracts to the extent they relate to the Work Terminated. To the fullest extent practicable, cancel all outstanding purchase orders, contracts and delivery of materials, supplies and equipment related to the Work Terminated.

d) If requested by the Town in writing, assign to the Town, all right, title and interest of the Contractor under the subcontracts terminated. Such Assignment shall not include assumption of Contractor's obligations or liabilities under a subcontract. The Town shall have the right (but not the obligation) to assume the Contractor's obligations under any subcontracts assigned.

Neither this paragraph nor any assignment of subcontracts shall constitute the Town's assumption of Contractor's obligations under any such subcontract absent a written document executed by the Town and the subcontractor in which the Town expressly acknowledges an assumption of Contractor's obligations, and then only to the extent specified. In no event will the Town assume any obligation of the Contractor under the subcontracts that arise out of or relate to Contractor's default prior to such assignment.

e) With the approval of the Purchasing Agent, settle all outstanding liabilities and settlement proposals arising from the termination of subcontracts.

f) As directed by the Town, transfer title and deliver to the Town (a) the fabricated or un-fabricated parts, work in process, completed work, supplies, and other materials produced or acquired for the Work Terminated, and (b) the completed or partially completed plans, drawings, information, and other property that, if the Work Terminated had been completed, would be required to be furnished to the Town.

g) Complete performance of the work not terminated.

h) Take any action that may be necessary, or that the Town may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the Town has or may acquire an interest.

1) The Early Termination Claim shall be strictly limited to payment for those portions of the Work, including Contractor's reasonable profit therefore, properly performed prior to the Town's Termination for Convenience, and for work performed by Contractor under subparagraph B.8 above for protection and preservation of the property described therein. The Early Termination Claim shall not include, and Contractor shall not be entitled to claim or recover, Contractor's other direct or indirect costs, losses or damage of whatsoever nature by reason of the Early Termination including, without limitation:

a) Lost profit for Work not to performed by Contractor by reason of the Town's Termination for

Convenience;

b) The cost of the Work not to performed by Contractor by reason of the Town's Termination for

Convenience;

c) Contractor's demobilization costs.

d) Home office overhead;

e) Effect on other contracts and subcontracts including without limitation, those with subcontractors, sub subcontractors, suppliers and material men of any tier or any claims by them arising out of or relating to the impact of the Termination for Convenience on their contracted relations;

f) Lost opportunities or other actual/prospective contracts;

g) Lower or lost productivity;

h) Costs or damages claimed by subcontractors, sub subcontractors, material men, or suppliers of any tier arising or in any way related to their respective contracts with the Contractor or one another, or arising or related in any manner to the Termination for Convenience.

2) The Town's Termination for Convenience shall be without waiver or prejudice to, all of the Town's claims, rights and remedies arising out of or related to any default, breach of contract, damages or other claims the Town may have against Contractor, or Contractor's subcontractors, material men and suppliers of any tier, or any other person or entity at the time of Early Termination, or arising thereafter. Contractor hereby acknowledges acceptance of the risk and cost of the foregoing and acknowledges and agrees to the foregoing limitation on Contractor's claims or damages arising out of, or relating to, an Early Termination by the Town.

3) No later than 60 says following termination, the Contractor shall submit an Early Termination Claim to the

Town, unless such time for submittal has been extended in writing by the Town. If the Contractor fails to timely submit the Early Termination Claim the Town may determine, based upon the information available, the amount due the Contractor because of the Early Termination and shall pay such amount, if any.

4) Subject to above, the Contractor and the Town may agree upon the whole or any part of the amount that may be due because of the Early Termination. However, this amount may not exceed the total price as reduced by the amount of payments previously made and the contract price of work not terminated. This Contract shall be amended accordingly, and the Contractor shall be paid the agreed amount.

5) If the Contractor and the Town fail to agree on the payment because of Early Termination of work, the Town shall pay the Contractor the amounts, if any, determined by the Town to be due the Contractor as a result of the terminated work.

6) If the termination is partial, the Contractor may file a proposal with the Town for an equitable adjustment of the price of the continued portion of the contract.

48. TERMINATION FOR DEFAULT

The Town may terminate this Contract in the event:

a) Contractor fails or refuses to prosecute the Work or any severable part, with the diligence that will insure its completion within the time specified in this Contract;

b) Contractor fails or refuses to prosecute the Work on any severable part, with the diligence that will insure its completion within the time specified in construction schedules and related milestones issued in conjunction with this Contract;

c) Contractor fails to complete the Work within the time specified in this Contract;

d) Contractor fails to deliver the supplies or perform the services required of the Contractor under this Contract within the time specified in this Contract;

e) Contractor fails or refuses to provide sufficient properly skilled workmen or tradesmen.

f) Contractor refused or fails to supply materials, equipment or services meeting the requirements of this Contract;

g) Contractor fails to make payments for materials, labor or services to subcontractors, sub subcontractors, suppliers or material men of any tier in accordance with such agreements that may exist among them;

h) Contractor violates laws, ordinances, rules, regulations of any governmental authority having jurisdiction;

i) Contractor materially breaches any of the provisions of this Contract.

When any single or combination of the above causes exist such cause(s) have not been cured after seven (7) days written demand by the Town, the Town may, with full reservation of, and without prejudice to any other right or remedy the Town may have, upon giving Contractor and the surety five (5) days written notice, terminate the Contract. Thereupon the Town shall immediately be entitled to possession of the worksite and all supplies, materials, equipment thereon and to finish the Work by reasonable means the Town shall decide in its discretion. No payments shall be due the Contractor until the Work is fully and finally completed. Contractor and Contractor's surety shall be charged with all costs and expenses of completing the Work (the "Cost to Complete") including without limitation: costs of repairing, replacing or re-mediating improperly performed work; completing portions of the Work left undone on the Contractor's termination; architectural, engineering and other professional fees and costs incurred as a result of Contractor's termination and in connection with completing the Work; liquidated damages at the rate specified herein until Completion is achieved; any other loss, claim or damage incurred by the Town by reason of Contractor's default. If the unpaid portion of the Contractor's Bid (the “Unpaid Bid Amount”) is greater than the Cost to Complete, the Cost to complete shall be subtracted from the Unpaid Bid Amount and the difference shall be paid to Contractor within sixty (60) days from completion of the Work. If the Cost to Complete exceeds the Unpaid Bid Amount, the Unpaid Bid Amount shall be subtracted from the cost to complete and Contractor shall be indebted to and shall pay to the Town that difference. The rights and remedies reserved to the Town in this paragraph are without waiver of and are in addition to any other rights and remedies provided by law or under this Contract to the Town.

49. TOWN CONTRACT COORDINATOR

The Town of Palm Beach shall designate a Contract Coordinator who shall act on behalf of the Town with respect to monitoring contractor performance under this contract. The administration of this contract is vested in the Contract Coordinator. The Contract Coordinator shall have complete authority to require the Contractor to comply with all provisions of this Contract. However, the provisions of this Contract shall not be altered, waived or revoked by the Contract Coordinator. The Contract Coordinator principal duties shall be:

a) Liaison with Contractor.

b) Coordinate and approve all work under the contract.

c) Resolve any disputes.

d) Assures consistency and quality of Contractor’s performance.

e) Schedule and conduct Contractor performance evaluations and document findings.

f) Review and approve for payment all invoices for work performed or items delivered.

50. UNIFORM COMMERCIAL CODE

The Uniform Commercial Code (Florida Statutes, Chapter 672) shall prevail as the basis for contractual obligations between the awarded contractor/vendor and the TOWN for any terms and conditions not specifically stated in the bid.

51. VENDOR SERVICE REPRESENTATIVE

The bidder must submit with their bid proposal the name, address, and phone number of the person(s) to be contacted for the placement of an order and the coordination of service.

52. WARRANTY

The Contractor shall provide, at the time of delivery, a warranty for any and all goods against defective material, workmanship, and failure to perform in accordance with required performance criteria, for a period of no less than one (1) year from the date of delivery. This is a minimum standard; if the standard warranty period is greater than one (1) year, the entire warranty period will be honored. The Contractor agrees that all parts of the goods found defective shall be replaced without any cost or expense to the Town including all labor, materials and costs of transportation. In addition, the Contractor agrees that if said repair of defective goods will exceed ten (10) working days, the Contractor shall supply loaner goods, upon written request of the Town, in a timely and prompt fashion, at no cost or expense to the Town.