Loading...
R24-144 RESOLUTION NO. R24-144 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 4 BEACH, FLORIDA, AWARDING BID NO. WH24-049 FOR THE ANNUAL 5 SUPPLY OF MISCELLANEOUS UNIFORMS, INCLUDING EMBROIDERY AND 6 SILK SCREENING, TO EMPIRE PRINTING LLC, SP DESIGNS & 7 MANUFACTURING, INC., THE T-SHIRT GUY, AND PRIDE ENTERPRISES; 8 APPROVING AGREEMENTS WITH THE AWARDED VENDORS; PROVIDING 9 AN EFFECTIVE DATE; AND FOR ALL OTHER PURPOSES. 10 11 WHEREAS, the City issued a Request for Bid for the Annual Supply of Miscellaneous 12 Uniforms to include Embroidery and Silk Screening, Bid No. WH24-049; and 13 WHEREAS, On May 29, 2024, the Materials and Distribution division received and 14 tabulated seven (7) proposals for Bid No. WH24-049. All proposals were reviewed by the Division 15 Director of Materials and Distribution, who recommends this award to four (4) vendors, including 16 Empire Printing LLC, Pride Enterprises, SP Designs & Manufacturing Inc., and The T-Shirt Guy; and 17 WHEREAS, the bid is based on a discount percentage off of the vendors' uniform 18 offerings. Ordering will be based on quoting all four (4) vendors at the time of purchase to 19 determine the lowest cost; and 20 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it to be 21 in the best interests of the citizens and residents of the City to award Bid No. WH24-049 for the 22 Annual Supply of Miscellaneous Uniforms, including Embroidery and Silk Screening, to Empire 23 Printing LLC, SP Designs & Manufacturing, Inc., The T-Shirt Guy, and Pride Enterprises (collectively 24 the "Awarded Vendors"), and approve Agreements between the City and Awarded Vendors. 25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 26 BEACH, FLORIDA, THAT: 27 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 28 being true and correct and are hereby made a specific part of this Resolution upon adoption. 29 SECTION 2. The City Commission of the City of Boynton Beach, Florida, hereby awards 30 Bid No. WH24-049 for the Annual Supply of Miscellaneous Uniforms, including Embroidery and 31 Silk Screening, to Empire Printing LLC, SP Designs & Manufacturing, Inc., The T-Shirt Guy, and 32 Pride Enterprises. 33 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby approves 34 the Agreements between the Awarded Vendors and the City for the Annual Supply of 35 Miscellaneous Uniforms, including Embroidery and Silk Screening (the "Agreements"), in form and 36 substance similar to that attached as "Exhibit A." 37 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby 38 authorizes the City Manager to execute the Agreements and such other related documents as 39 may be necessary to accomplish the purpose of this Resolution. 40 SECTION 5. One fully executed original of each Agreement shall be retained by the City 41 Clerk as a public record of the City. A copy of the fully executed Agreements shall be provided to 42 Michael Dauta to forward to the Awarded Vendor. 43 SECTION 6. This Resolution shall take effect in accordance with law. 44 45 46 47 48 [signatures on following page] 49 50 51 52 53 54 55 56 57 58 59 PASSED AND ADOPTED this 8th day of July 2024. 60 CITY OF BOYNTON BEACH, FLORIDA 61 YES NO 62 Mayor-Ty Penserga ✓ 63 64 Vice Mayor-Aimee Kelley t/' 65 66 Commissioner-Angela Cruz V 67 68 Commissioner-Woodrow L. Hay 69 70 Commissioner-Thomas Turkin 71 72 VOTE T, U 73 AT ES • 74 75II',,_ - ---76 Mayl r ;- Jesus, MPA, MC Ty Pe r.a 77 City ' - Mayo 78 ;=�DYNTpN`%, 79 10(< .•RpOR4' .6' 1t APPROVED AS TO FORM: 80 (Corporate Seal) ;,� ; ao rF •.� 81 8;' SEAL •='\i, 82i ;INCORPORATED; f4tcJ,T4 /0/6 83 •'•.• 1920•.:' Shawna G. Lamb 84 1\ �•LOR1 t : CityAttorney �•FLORIO _ AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND EMPIRE PRINTING THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the City", and Empire Printing, hereinafter referred to as "Vendor", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. PROJECT DESIGNATION. The Vendor is retained by the City to provide apparel/embroidery/silk screening. 2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A" Scope of Services attached hereto and incorporated herein by reference, including the provision of all labor, materials,equipment and supplies. No modifications will be made to the original scope of work without the written approval of the City Manager or his designee.The terms and conditions of Bid No. WH24- 049 and Vendor's bid are expressly incorporated into this Agreement by reference. Any conflict or discrepancy between the terms of this Agreement, Bid No. WH24-049, and Vendor's bid, shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) Bid No. WH24-049; and 3. Vendor's bid. 3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written notice by the City to the Vendor to proceed. Vendor shall perform all services and provide all work product required pursuant to this Agreement. 4. TERM. The initial term of the contract shall be for One (1) year effective upon date the contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in consultation with the Finance Director may extend the agreement at the same terms,and conditions,for three(3)one-year renewals (exercised separately) subject to vendor acceptance, satisfactory performance as determined by the Purchasing Manager, and determination by the Purchasing Manager that renewal will be in the best interest of the City. Price increases will be subject to the City's approval at one(1) year renewals. Any requested price adjustment shall be fully documented and submitted to the City for consideration at least 60 calendar days prior to the respective term anniversary date. An increase in cost of less than 2% for each extension may be approved by the City administration and does not require Commission approval. The price increase percentage change shall not exceed the previous 1-year's percentage change of the Consumer Price Index for All Urban Consumers(CPI-U)published by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price adjustments shall become effective on the beginning date of the approved bid extension. Such renewals are only effective and valid if in writing and executed by each parties'authorized representative. 5. PAYMENT. The Vendor shall be paid by the City for completed work and for services rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached hereto and incorporated herein by reference, as follows: a. The annual amount not to exceed $110,000 for a total contract amount not to exceed $110,000 over the total term of the Agreement, inclusive of all renewals. b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted to the City properly, provided that the total amount of payment to Vendor shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or designee, and approved by the City Commission as required. c. The Vendor may submit invoices to the City once per month during the progress of the work for partial payment. Such invoices will be checked by the City, and upon approval thereof, payment will be made to the Vendor in the amount approved. d. Final payment of any balance due the Vendor of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. c-1 e. Payment as provided in this section by the City shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. f. The Vendor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and State for a period of three (3)years after the termination of the Agreement. Copies shall be made available upon request. g. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other materials produced by the Vendor in connection with the services rendered under this agreement shall be the property of the City whether the project for which they are made is executed or not. The Vendor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Vendor's endeavors. 7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton Beach, ordinances and regulations that are applicable to the services to be rendered under this agreement. 8. INDEMNIFICATION. Vendor shall indemnify,defend and hold harmless the City, its officers, agents, and employees, from and against any and all claims, losses, liability, damages, or any portion thereof, including attorney fees and costs,which the City or its officers, employees, or agents may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to and resulting from the performance of this Agreement by the Vendor, its employees, agents, partners, principals or subcontractors. The Vendor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys'fees which may issue thereon..The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. 9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall maintain the following insurance policies, and provide originals or certified copies of all policies to City's Risk Management. All polices shall be written by an insurance company authorized to do business in Florida. Vendor shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any Work pursuant to this Agreement: i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products- Completed Operations and Contractual Liability with specific reference to Article 8, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. Vendor shall maintain C-2 a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for property damage. Said general liability policy shall name the City of Boynton Beach as an additional named insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the City. Certificates of coverage as required by this section shall be delivered to the City within fifteen (15) days of execution of this agreement. 10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Vendor nor any employee of Vendor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Vendor, or any employee of Vendor. 11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor, to solicit or secure this contract,and that he has not paid or agreed to pay any company or person,other than a bona fide employee working solely for the Vendor any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 12. DISCRIMINATION PROHIBITED. The Vendor, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 13.ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 14. NON-WAIVER. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 15.TERMINATION. a. Termination for Convenience. This Agreement may be terminated by the City for convenience, upon fourteen (14) business days of written notice by the City to the Vendor in which event the Vendor shall be paid its compensation for services performed through the termination date, including services reasonably related to termination. In the event that the Vendor abandons this Agreement or causes it to be terminated, the Vendor shall indemnify the City against loss pertaining to this termination. b. Termination for Cause.This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within thirty(30)calendar days after receipt of written notice from the aggrieved party identifying the breach. This Agreement may be terminated for cause by City for reasons including, but not limited to, Vendor's failure to C-3 suitably or continuously perform the services in a manner calculated to meet or accomplish the objectives in this Agreement, or repeated submission(whether negligent or intentional)for payment of false or incorrect bills or invoices. c. In the event of the death of a member, partner, or officer of the Vendor, or any of its supervisory personnel assigned to the project, the surviving members of the Vendor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Vendor and the City, if the City so chooses. d. Notice of termination shall be provided in accordance with the "Notices" section of this Agreement. e. In addition to any termination rights stated in this Agreement, City shall be entitled to seek any and all available contractual or other remedies available at law or in equity including recovery of costs incurred by City due to Vendor's failure to comply with any term(s)of this Agreement. 16. DISPUTES. Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address: Dan Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Notices to Vendor shall be sent to the following address: En^pc re, WI WJ{v 0 L 4 5 , f NlQ (gb$d). 18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents the entire and integrated agreement between the City and the Vendor and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both City and Vendor. 19. PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the City to perform the service; B. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C-4 C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and,following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the City; and D. Upon completion of the contract, Contractor shall transfer to the City, at no cost to the City, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: Maylee DeJesus, CITY CLERK 100 E OCEAN AVE. BOYNTON BEACH, FLORIDA, 33435 561-742-6061 DEJESUSM@BBFL.US 20. SCRUTINIZED COMPANIES--287.135 AND 215.473 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety(90)days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. if Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 21. EXECUTION OF THE AGREEMENT. This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. 22. UNCONTROLLABLE FORCES. A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall C-5 mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire,flood, earthquakes, storms, lightning, epidemic,war, riot,civil disturbance, sabotage, and governmental actions. B. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall,within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section.Vendor certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. A. Definitions for this Section: i. "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for salary,wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. iii. "E-Verify system"means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E-Verify system in order to verify the work authorization status of all newly hired employees.Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: i. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) C-6 calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1)year after the date of termination. 24. MISCELLANEOUS. A. No assignment by a party hereto of any rights under or interests in this Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. B. City and Vendor each binds itself, their partners, successors, assigns and legal representatives to the other party hereto, their partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in this Agreement. C. In the event that either party brings suit for enforcement of this Agreement, each party shall bear its own attorney's fees and court costs, except as otherwise provided under the indemnification provisions set forth herein above. D. At all times during the performance of this Agreement, Vendor shall protect City's property from all damage whatsoever on account of the work being carried on under this Agreement. E. It shall be the Vendor's responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, city, state, and federal agencies as applicable. F. This Agreement represents the entire and integrated agreement between City and Vendor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement is intended by the parties hereto to be final expression of this Agreement, and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made. In the event of a conflict between this Agreement, the solicitation and the Vendor's bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. This Agreement may be amended only by written instrument signed by both City and Vendor. (Signatures on Following Page) C-7 DATED this day of , 20 CITY OF BOYNTON BEACH EMPIRE PRINTING 416ii. jfi(eAAl /I/ gi Da - ,anager/R1r Signature of Authorize fficial 4r marie/r Printed Name of Authorized Official Attest/Authenticated: P n t�6 ` U 1 O v\G t_Qi' Title (� �.I (Corporate Seal) ;`<k•..�o Y�TO‘1 Maylee D Je. s, City Clerk G4• °'�j��i,. . , ' ..• 192'�TFo. s Approved as to Form: Attest/Authenticated: ,„,,,0,4,0%.476 v ..•• A ihaRJO j04/4 / t /11 .2.,,( Shawna Lamb, City Attorney creta C-8 City of Boynton Beach EXHIBIT A SCOPE OF SERVICES Vendor will provide apparel/embroidery/silk screening on an as-needed basis for various departments within the City of Boynton Beach, Florida. Specific items will be selected and ordered via purchase order. C-9 EXHIBIT B SCHEDULE OF PRICES Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of insurance required of consultants, lessees,etc., and the limits required by the City: (NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon identified risk.) – — — — --TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED --------------------------------------------------------- General Liability General Aggregate $1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $1,000,000.00 Owners&Consultant's Protective(OCP) Personal&Adv.Injury $1,000,000.00 Liquor Liability Each Occurrence $1,000,000.00 Professional Liability Fire Damage(any one fire) $ 50,000.00 Employees&Officers Med.Expense(any one person) $ 5,000.00 Pollution Liability Asbestos Abatement Lead Abatement Broad Form Vendors Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Consultants Broad Form Property Damage Fire Legal Liability ------------------------------------------------------------------- Automobile Liability Combined Single Limit $ 300,000.00 Any Auto Bodily Injury(per person) to be determined All Owned Autos Bodily Injury(per accident) to be determined Scheduled Autos Property Damage to be determined Hired Autos Trailer Interchange $ 50,000.00 Non-Owned Autos PIP Basic Intermodal ------ --------------------------------------------------- --- Garage Liability Auto Only,Each Accident $1,000,000.00 Any Auto Other Than Auto Only $ 100,000.00 Garage Keepers Liability Each Accident $1,000,000.00 Aggregate $1,000,000.00 ----------------------------------------------------------------- --- Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 100,000.00 Disease,Policy Limit $ 500,000.00 Disease Each Employee $ 100,000.00 ------------------------------------------------------------------ Property Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost --------- ----------------------------------- Other- As Risk Identified to be determined -------------------------- C-11 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND SP DESIGNS THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the City", and SP Designs, hereinafter referred to as"Vendor", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. PROJECT DESIGNATION. The Vendor is retained by the City to provide apparel/embroidery/silk screening. 2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A" Scope of Services attached hereto and incorporated herein by reference, including the provision of all labor, materials, equipment and supplies. No modifications will be made to the original scope of work without the written approval of the City Manager or his designee.The terms and conditions of Bid No. WH24- 049 and Vendor's bid are expressly incorporated into this Agreement by reference. Any conflict or discrepancy between the terms of this Agreement, Bid No. WH24-049, and Vendor's bid, shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) Bid No. WH24-049; and 3. Vendor's bid. 3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written notice by the City to the Vendor to proceed. Vendor shall perform all services and provide all work product required pursuant to this Agreement. 4. TERM. The initial term of the contract shall be for One (1) year effective upon date the contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in consultation with the Finance Director may extend the agreement at the same terms, and conditions,for three(3) one-year renewals (exercised separately) subject to vendor acceptance, satisfactory performance as determined by the Purchasing Manager, and determination by the Purchasing Manager that renewal will be in the best interest of the City. Price increases will be subject to the City's approval at one (1) year renewals. Any requested price adjustment shall be fully documented and submitted to the City for consideration at least 60 calendar days prior to the respective term anniversary date. An increase in cost of less than 2%for each extension may be approved by the City administration and does not require Commission approval. The price increase percentage change shall not exceed the previous 1-year's percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price adjustments shall become effective on the beginning date of the approved bid extension. Such renewals are only effective and valid if in writing and executed by each parties' authorized representative. 5. PAYMENT. The Vendor shall be paid by the City for completed work and for services rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached hereto and incorporated herein by reference, as follows: a. The annual amount not to exceed $110,000 for a total contract amount not to exceed $110,000 over the total term of the Agreement, inclusive of all renewals. b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted to the City properly, provided that the total amount of payment to Vendor shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or designee, and approved by the City Commission as required. c. The Vendor may submit invoices to the City once per month during the progress of the work for partial payment. Such invoices will be checked by the City, and upon approval thereof, payment will be made to the Vendor in the amount approved. d. Final payment of any balance due the Vendor of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. c-1 e. Payment as provided in this section by the City shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. f. The Vendor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and State for a period of three(3) years after the termination of the Agreement. Copies shall be made available upon request. g. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other materials produced by the Vendor in connection with the services rendered under this agreement shall be the property of the City whether the project for which they are made is executed or not. The Vendor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Vendor's endeavors. 7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton Beach, ordinances and regulations that are applicable to the services to be rendered under this agreement. 8. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its officers, agents, and employees,from and against any and all claims, losses, liability, damages, or any portion thereof, including attorney fees and costs, which the City or its officers, employees, or agents may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to and resulting from the performance of this Agreement by the Vendor, its employees, agents, partners, principals or subcontractors. The Vendor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys'fees which may issue thereon.. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. 9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall maintain the following insurance policies, and provide originals or certified copies of all policies to City's Risk Management. All polices shall be written by an insurance company authorized to do business in Florida, Vendor shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any Work pursuant to this Agreement: i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products- Completed Operations and Contractual Liability with specific reference to Article 8, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. Vendor shall maintain C-2 a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000,000 per occurrence/aggregate for property damage. Said general liability policy shall name the City of Boynton Beach as an additional named insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the City. Certificates of coverage as required by this section shall be delivered to the City within fifteen (15) days of execution of this agreement. 10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Vendor nor any employee of Vendor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Vendor, or any employee of Vendor. 11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Vendor any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 12. DISCRIMINATION PROHIBITED. The Vendor, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 14. NON-WAIVER. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 15. TERMINATION. a. Termination for Convenience. This Agreement may be terminated by the City for convenience, upon fourteen (14) business days of written notice by the City to the Vendor in which event the Vendor shall be paid its compensation for services performed through the termination date, including services reasonably related to termination. In the event that the Vendor abandons this Agreement or causes it to be terminated, the Vendor shall indemnify the City against loss pertaining to this termination. b. Termination for Cause. This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within thirty (30) calendar days after receipt of written notice from the aggrieved party identifying the breach. This Agreement may be terminated for cause by City for reasons including, but not limited to, Vendor's failure to C-3 suitably or continuously perform the services in a manner calculated to meet or accomplish the objectives in this Agreement, or repeated submission (whether negligent or intentional)for payment of false or incorrect bills or invoices. c. In the event of the death of a member, partner, or officer of the Vendor, or any of its supervisory personnel assigned to the project, the surviving members of the Vendor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Vendor and the City, if the City so chooses. d. Notice of termination shall be provided in accordance with the "Notices" section of this Agreement. e. In addition to any termination rights stated in this Agreement, City shall be entitled to seek any and all available contractual or other remedies available at law or in equity including recovery of costs incurred by City due to Vendor's failure to comply with any term(s) of this Agreement. 16. DISPUTES. Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address: Dan Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Notices to Vendor shall be sent to the following address: S'PAesi�qi ctmPgi 17/6 (5'�'/b71 u�f. �r— 17 33990 18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents the entire and integrated agreement between the City and the Vendor and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both City and Vendor. 19. PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the City to perform the service; B. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C-4 C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the City; and D. Upon completion of the contract, Contractor shall transfer to the City, at no cost to the City, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: Maylee DeJesus, CITY CLERK 100 E OCEAN AVE. BOYNTON BEACH, FLORIDA, 33435 561-742-6061 DEJESUSM@BBFL.US 20. SCRUTINIZED COMPANIES -- 287.135 AND 215.473 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety(90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 21. EXECUTION OF THE AGREEMENT. This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. 22. UNCONTROLLABLE FORCES. A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces"shall C-5 mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. B. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section. Vendor certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. A. Definitions for this Section: i. "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. iii. "E-Verify system"means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E-Verify system in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: i. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) C-6 calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination. 24. MISCELLANEOUS. A. No assignment by a party hereto of any rights under or interests in this Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. B. City and Vendor each binds itself, their partners, successors, assigns and legal representatives to the other party hereto,their partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in this Agreement. C. In the event that either party brings suit for enforcement of this Agreement, each party shall bear its own attorney's fees and court costs, except as otherwise provided under the indemnification provisions set forth herein above. D. At all times during the performance of this Agreement, Vendor shall protect City's property from all damage whatsoever on account of the work being carried on under this Agreement. E. It shall be the Vendor's responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, city, state, and federal agencies as applicable. F. This Agreement represents the entire and integrated agreement between City and Vendor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement is intended by the parties hereto to be final expression of this Agreement, and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made. In the event of a conflict between this Agreement, the solicitation and the Vendor's bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. This Agreement may be amended only by written instrument signed by both City and Vendor. (Signatures on Following Page) C-7 DATED this day of , 20 . CITY OF BOYNTON BEACH SP DESIGNS - AIM ....4-..-.0,.. _ _— IL. _ _ _.e. ../..:1– z' Dan Dugger, ' • ' - .ger f Signaturyf Authori ed Official c Q 1; ,&?iii-7 PrintedinN me of Authorized Official Attest/Authenticated: [1/>t/; 6/712-61S kr': Title 10! , — (Corporate Seal) y OF•BO'k" Maylee D-4 sus, City Clerk V��•'S oRaoA:)\/plii Approved as to Form: Attest/Authenticated: 'e �.• `9st T46/'11, „A,. 4..--, ,,,,, ; ,47hal/K I ,,v,,,, 'i , , , .. , ,_„, ,,, , , Shawna Lamb, City Attorney Secretary c-8 Y QF o '' x 1'ruty a City of Boynton Beach EXHIBIT A SCOPE OF SERVICES Vendor will provide apparel/embroidery/silk screening on an as-needed basis for various departments within the City of Boynton Beach, Florida. Specific items will be selected and ordered via purchase order. C-9 EXHIBIT B SCHEDULE OF PRICES Discount of 20% on blank goods c-to Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of insurance required of consultants,lessees,etc.,and the limits required by the City: (NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon identified risk.) -----------------------------------------------------_-- ------- — TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED -------------------------------- ------------------------------------------ ----------------- -- General ----- General Liability General Aggregate $1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $1,000,000.00 Owners&Consultant's Protective(OCP) Personal&Adv.Injury $1,000,000.00 Liquor Liability Each Occurrence $1,000,000.00 Professional Liability Fire Damage(any one fire) $ 50,000.00 Employees&Officers Med.Expense(any one person) $ 5,000.00 Pollution Liability Asbestos Abatement Lead Abatement Broad Form Vendors Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Consultants Broad Form Property Damage Fire Legal Liability ----- - _________--------____ ---------____-------------- _____----------- ------ Automobile Liability Combined Single Limit $ 300,000.00 My Auto Bodily Injury(per person) to be determined All Owned Autos Bodily Injury(per accident) to be determined Scheduled Autos Property Damage to be determined Hired Autos Trailer Interchange $ 50,000.00 Non-Owned Autos PIP Basic Intermodal _—___ _ --— –Garage Liability Auto Only,Each Accident $1,000,000.00 Any Auto Other Than Auto Only $ 100,000.00 Garage Keepers Liability Each Accident $1,000,000.00 Aggregate $1,000,000.00 Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 100,000.00 Disease,Policy Limit $ 500,000.00 Disease Each Employee $ 100,000.00 Property Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost ______-------------------___________ ------ --------------------------------------- ____-------- ------- ---- Other- As Risk Identified to be determined C-11 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE T-SHIRT GUY THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the City", and The T-Shirt Guy, hereinafter referred to as "Vendor", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. PROJECT DESIGNATION. The Vendor is retained by the City to provide apparel/embroidery/silk screening. 2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A" Scope of Services attached hereto and incorporated herein by reference, including the provision of all labor, materials, equipment and supplies. No modifications will be made to the original scope of work without the written approval of the City Manager or his designee. The terms and conditions of Bid No. WH24- 049 and Vendor's bid are expressly incorporated into this Agreement by reference. Any conflict or discrepancy between the terms of this Agreement, Bid No. WH24-049, and Vendor's bid, shall be resolved pursuant to the following order of precedence (1)this Agreement, (2) Bid No. WH24-49; and 3. Vendor's bid. 3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written notice by the City to the Vendor to proceed. Vendor shall perform all services and provide all work product required pursuant to this Agreement. 4. TERM. The initial term of the contract shall be for One (1) year effective upon date the contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in consultation with the Finance Director may extend the agreement at the same terms, and conditions, for three (3) one-year renewals (exercised separately) subject to vendor acceptance, satisfactory performance as determined by the Purchasing Manager, and determination by the Purchasing Manager that renewal will be in the best interest of the City. Price increases will be subject to the City's approval at one (1) year renewals. Any requested price adjustment shall be fully documented and submitted to the City for consideration at least 60 calendar days prior to the respective term anniversary date. An increase in cost of less than 2% for each extension may be approved by the City administration and does not require Commission approval. The price increase percentage change shall not exceed the previous 1-year's percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price adjustments shall become effective on the beginning date of the approved bid extension. Such renewals are only effective and valid if in writing and executed by each parties' authorized representative. 5. PAYMENT. The Vendor shall be paid by the City for completed work and for services rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached hereto and incorporated herein by reference, as follows: a. The annual amount not to exceed $110,000 for a total contract amount not to exceed $110,000 over the total term of the Agreement, inclusive of all renewals. b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted to the City properly, provided that the total amount of payment to Vendor shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or designee, and approved by the City Commission as required. c. The Vendor may submit invoices to the City once per month during the progress of the work for partial payment. Such invoices will be checked by the City, and upon approval thereof, payment will be made to the Vendor in the amount approved. c-1 d. Final payment of any balance due the Vendor of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. e. Payment as provided in this section by the City shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. f. The Vendor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and State for a period of three (3) years after the termination of the Agreement. Copies shall be made available upon request. g. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other materials produced by the Vendor in connection with the services rendered under this agreement shall be the property of the City whether the project for which they are made is executed or not. The Vendor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Vendor's endeavors. 7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton Beach, ordinances and regulations that are applicable to the services to be rendered under this agreement. 8. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its officers, agents, and employees, from and against any and all claims, losses, liability, damages, or any portion thereof, including attorney fees and costs, which the City or its officers, employees, or agents may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to and resulting from the performance of this Agreement by the Vendor, its employees, agents, partners, principals or subcontractors. The Vendor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon.. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or §768.28, Fla. Stat., as may be amended from time to time. 9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall maintain the following insurance policies, and provide originals or certified copies of all policies to City's Risk Management. All polices shall be written by an insurance company authorized to do business in Florida. Vendor shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any Work pursuant to this Agreement: i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products- C-2 Completed Operations and Contractual Liability with specific reference to Article 8, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. Vendor shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for property damage. Said general liability policy shall name the City of Boynton Beach as an additional named insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the City. Certificates of coverage as required by this section shall be delivered to the City within fifteen (15) days of execution of this agreement. 10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Vendor nor any employee of Vendor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Vendor, or any employee of Vendor. 11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Vendor any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 12. DISCRIMINATION PROHIBITED. The Vendor, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 14. NON-WAIVER. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 15. TERMINATION. a. Termination for Convenience. This Agreement may be terminated by the City for convenience, upon fourteen (14) business days of written notice by the City to the Vendor in which event the Vendor shall be paid its compensation for services performed through the termination date, including services reasonably related to termination. In the event that the Vendor abandons this Agreement or causes it to be terminated, the Vendor shall indemnify the City against loss pertaining to this termination. b. Termination for Cause. This Agreement may be terminated for cause by the aggrieved party C-3 if the party in breach has not corrected the breach within thirty (30) calendar days after receipt of written notice from the aggrieved party identifying the breach. This Agreement may be terminated for cause by City for reasons including, but not limited to, Vendor's failure to suitably or continuously perform the services in a manner calculated to meet or accomplish the objectives in this Agreement, or repeated submission (whether negligent or intentional)for payment of false or incorrect bills or invoices. c. In the event of the death of a member, partner, or officer of the Vendor, or any of its supervisory personnel assigned to the project, the surviving members of the Vendor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Vendor and the City, if the City so chooses. d. Notice of termination shall be provided in accordance with the "Notices" section of this Agreement. e. In addition to any termination rights stated in this Agreement, City shall be entitled to seek any and all available contractual or other remedies available at law or in equity including recovery of costs incurred by City due to Vendor's failure to comply with any term(s) of this Agreement. 16. DISPUTES. Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address: Dan Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Notices to Vendor shall be sent to the following address: The T-Shirt Guy LLC 1025 Gateway Blvd 303-104 Boynton Beach , Fl. 33426 18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents the entire and integrated agreement between the City and the Vendor and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both City and Vendor. 19. PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the City to perform the service; C-4 B. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the City; and D. Upon completion of the contract, Contractor shall transfer to the City, at no cost to the City, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: Maylee DeJesus, CITY CLERK 100 E OCEAN AVE. BOYNTON BEACH, FLORIDA, 33435 561-742-6061 DEJESUSM@BBFL.US 20. SCRUTINIZED COMPANIES -- 287.135 AND 215.473 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 21. EXECUTION OF THE AGREEMENT. This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. C-5 22. UNCONTROLLABLE FORCES. A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. B. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section. Vendor certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. A. Definitions for this Section: i. "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. iii. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E-Verify system in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: i. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting C-6 that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination. 24. MISCELLANEOUS. A. No assignment by a party hereto of any rights under or interests in this Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. B. City and Vendor each binds itself, their partners, successors, assigns and legal representatives to the other party hereto, their partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in this Agreement. C. In the event that either party brings suit for enforcement of this Agreement, each party shall bear its own attorney's fees and court costs, except as otherwise provided under the indemnification provisions set forth herein above. D. At all times during the performance of this Agreement, Vendor shall protect City's property from all damage whatsoever on account of the work being carried on under this Agreement. E. It shall be the Vendor's responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, city, state, and federal agencies as applicable. F. This Agreement represents the entire and integrated agreement between City and Vendor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement is intended by the parties hereto to be final expression of this Agreement, and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made. In the event of a conflict between this Agreement, the solicitation and the Vendor's bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. This Agreement may be amended only by written instrument signed by both City and Vendor. (Signatures on Following Page) C-7 DATED this 13 day of JUNE , 20 24 . CITY OF BOYNTON BEACH THE T-SHIRT GUY a�.r Dan Dugger, City Manager ) AA- Signat M� uthorized Official Leroy Charles-Pierre Printed Name of Authorized Official Attest/Authenticated: OWNER Title W� (Corporate Seal,;,`y�.co o yNTo2�, Maylee De sus, City CI. %'c,�;''S0,�9�• k � � S. F:art / "co L ; $ + 2 Approved as to Form: Attest/Authenti ated: ,;•.••.••�•.:' �`��0RIDA i/Y � �J A �J Shawna Lamb, City Attorney Sir .ry , istania Charles-Pierre The T-Shirt Guy LLC C-8 To, QJ �r0ti E+ City of Boynton Beach EXHIBIT A SCOPE OF SERVICES Vendor will provide apparel/embroidery/silk screening on an as-needed basis for various departments within the City of Boynton Beach, Florida. Specific items will be selected and ordered via purchase order. C-9 EXHIBIT B SCHEDULE OF PRICES Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder"and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of insurance required of consultants,lessees,etc.,and the limits required by the City: (NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED ----------------- General Liability General Aggregate $1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $1,000,000.00 Owners&Consultant's Protective(OCP) Personal&Adv.Injury $1,000,000.00 Liquor Liability Each Occurrence $1,000,000.00 Professional Liability Fire Damage(any one fire) $ 50,000.00 Employees&Officers Med. Expense(any one person) $ 5,000.00 Pollution Liability Asbestos Abatement Lead Abatement Broad Form Vendors Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Consultants Broad Form Property Damage Fire Legal Liability Automobile Liability Combined Single Limit — -- $ 300,000.00 Any Auto Bodily Injury(per person) to be determined All Owned Autos Bodily Injury(per accident) to be determined Scheduled Autos Property Damage to be determined Hired Autos Trailer Interchange $ 50,000.00 Non-Owned Autos PIP Basic Intermodal Garage Liability Auto Only, Each Accident _ — $1,000,000.00 Any Auto Other Than Auto Only $ 100,000.00 Garage Keepers Liability Each Accident $ 1,000,000.00 Aggregate $1,000,000.00 Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 100,000.00 Disease,Policy Limit $ 500,000.00 Disease Each Employee $ 100,000.00 Property Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost ------------------------------------- Other- As Risk Identified to be determined C-11 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND PRIDE THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the City", and PRIDE, hereinafter referred to as "Vendor", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. PROJECT DESIGNATION. The Vendor is retained by the City to provide apparel/embroidery/silk screening. 2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A" Scope of Services attached hereto and incorporated herein by reference, including the provision of all labor, materials, equipment and supplies. No modifications will be made to the original scope of work without the written approval of the City Manager or his designee. The terms and conditions of Bid No. WH24- 049 and Vendor's bid are expressly incorporated into this Agreement by reference. Any conflict or discrepancy between the terms of this Agreement, Bid No. WH24-049, and Vendor's bid, shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) Bid No. WH24-049; and 3. Vendor's bid. 3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written notice by the City to the Vendor to proceed. Vendor shall perform all services and provide all work product required pursuant to this Agreement. 4. TERM. The initial term of the contract shall be for One (1) year effective upon date the contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in consultation with the Finance Director may extend the agreement at the same terms, and conditions, for three (3) one-year renewals (exercised separately) subject to vendor acceptance, satisfactory performance as determined by the Purchasing Manager, and determination by the Purchasing Manager that renewal will be in the best interest of the City. Price increases will be subject to the City's approval at one (1) year renewals. Any requested price adjustment shall be fully documented and submitted to the City for consideration at least 60 calendar days prior to the respective term anniversary date. An increase in cost of less than 2% for each extension may be approved by the City administration and does not require Commission approval. The price increase percentage change shall not exceed the previous 1-year's percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price adjustments shall become effective on the beginning date of the approved bid extension. Such renewals are only effective and valid if in writing and executed by each parties' authorized representative. 5. PAYMENT. The Vendor shall be paid by the City for completed work and for services rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached hereto and incorporated herein by reference, as follows: a. The annual amount not to exceed $110,000 for a total contract amount not to exceed $110,000 over the total term of the Agreement, inclusive of all renewals. b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted to the City properly, provided that the total amount of payment to Vendor shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or designee, and approved by the City Commission as required. c. The Vendor may submit invoices to the City once per month during the progress of the work for partial payment. Such invoices will be checked by the City, and upon approval thereof, payment will be made to the Vendor in the amount approved. d. Final payment of any balance due the Vendor of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. c-I e. Payment as provided in this section by the City shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. f. The Vendor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and State for a period of three (3)years after the termination of the Agreement. Copies shall be made available upon request. g. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other materials produced by the Vendor in connection with the services rendered under this agreement shall be the property of the City whether the project for which they are made is executed or not. The Vendor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Vendor's endeavors. 7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton Beach, ordinances and regulations that are applicable to the services to be rendered under this agreement. 8. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its officers, agents, and employees, from and against any and all claims, losses, liability, damages, or any portion thereof, including attorney fees and costs, which the City or its officers, employees, or agents may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to and resulting from the performance of this Agreement by the Vendor, its employees, agents, partners, principals or subcontractors. The Vendor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon.. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or §768.28, Fla. Stat., as may be amended from time to time. 9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall maintain the following insurance policies, and provide originals or certified copies of all policies to City's Risk Management. All polices shall be written by an insurance company authorized to do business in Florida. Vendor shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any Work pursuant to this Agreement: i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products- Completed Operations and Contractual Liability with specific reference to Article 8, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. Vendor shall maintain C-2 a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for property damage. Said general liability policy shall name the City of Boynton Beach as an additional named insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the City. Certificates of coverage as required by this section shall be delivered to the City within fifteen (15) days of execution of this agreement. 10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Vendor nor any employee of Vendor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Vendor, or any employee of Vendor. 11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Vendor any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 12. DISCRIMINATION PROHIBITED. The Vendor, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 14. NON-WAIVER. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 15. TERMINATION. a. Termination for Convenience. This Agreement may be terminated by the City for convenience, upon fourteen (14) business days of written notice by the City to the Vendor in which event the Vendor shall be paid its compensation for services performed through the termination date, including services reasonably related to termination. In the event that the Vendor abandons this Agreement or causes it to be terminated, the Vendor shall indemnify the City against loss pertaining to this termination. b. Termination for Cause. This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within thirty (30)calendar days after receipt of written notice from the aggrieved party identifying the breach. This Agreement may be terminated for cause by City for reasons including, but not limited to, Vendor's failure to C-3 suitably or continuously perform the services in a manner calculated to meet or accomplish the objectives in this Agreement, or repeated submission (whether negligent or intentional)for payment of false or incorrect bills or invoices. c. In the event of the death of a member, partner, or officer of the Vendor, or any of its supervisory personnel assigned to the project, the surviving members of the Vendor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Vendor and the City, if the City so chooses. d. Notice of termination shall be provided in accordance with the "Notices" section of this Agreement. e. In addition to any termination rights stated in this Agreement, City shall be entitled to seek any and all available contractual or other remedies available at law or in equity including recovery of costs incurred by City due to Vendor's failure to comply with any term(s) of this Agreement. 16. DISPUTES. Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address: Dan Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Notices to Vendor shall be sent to the following address: PRIDE Enterprises Blake Brown, President P.O. Box 4480, Brandon, FL 33509 18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents the entire and integrated agreement between the City and the Vendor and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both City and Vendor. 19. PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the City to perform the service; B. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C-4 C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the City; and D. Upon completion of the contract, Contractor shall transfer to the City, at no cost to the City, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: Maylee DeJesus, CITY CLERK 100 E OCEAN AVE. BOYNTON BEACH, FLORIDA, 33435 561-742-6061 DEJESUSM@BBFL.US 20. SCRUTINIZED COMPANIES -- 287.135 AND 215.473 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 21. EXECUTION OF THE AGREEMENT. This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. 22. UNCONTROLLABLE FORCES. A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall C-5 mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. B. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section. Vendor certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. A. Definitions for this Section: i. "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. iii. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E-Verify system in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: i. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) C-6 calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination. 24. MISCELLANEOUS. A. No assignment by a party hereto of any rights under or interests in this Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. B. City and Vendor each binds itself, their partners, successors, assigns and legal representatives to the other party hereto, their partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in this Agreement. C. In the event that either party brings suit for enforcement of this Agreement, each party shall bear its own attorney's fees and court costs, except as otherwise provided under the indemnification provisions set forth herein above. D. At all times during the performance of this Agreement, Vendor shall protect City's property from all damage whatsoever on account of the work being carried on under this Agreement. E. It shall be the Vendor's responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, city, state, and federal agencies as applicable. F. This Agreement represents the entire and integrated agreement between City and Vendor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement is intended by the parties hereto to be final expression of this Agreement, and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made. In the event of a conflict between this Agreement, the solicitation and the Vendor's bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. This Agreement may be amended only by written instrument signed by both City and Vendor. (Signatures on Following Page) C-7 DATED this 10th day of June20 24 CITY OF BOYNTON BEACH PRIDE Dan Dugger. Maria.% ,Signa ure o Authorized Official Blake Brown Printed Name of Authorized Official Attest/Authenticated. President Title \-yOFB `% p N 1. /• 0 ` (Corporate Sea f G •''��coR•. 4/ II Maylee -sus. City Cler ;�� o*:O 1.I • .pcbx "'• Co i Approved as to Form: Attest/Authenticated. v?0i't,�0,•••0 <P.��.�% • ' mentiFv_Warn6 1 _ • � Shawna Lamb. City Attorney Mary Jacobs, ustomer Service Manager *See attached Board Resolution for Signature Authority -s a = o� z TOr gf. City of Boynton Beach EXHIBIT A SCOPE OF SERVICES Vendor will provide apparel/embroidery/silk screening on an as-needed basis for various departments within the City of Boynton Beach, Florida. Specific items will be selected and ordered via purchase order. C-9 EXHIBIT B SCHEDULE OF PRICES Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases, and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of insurance required of consultants, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners&Consultant's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00 Liquor Liability Each Occurrence $ 1,000,000.00 Professional Liability Fire Damage(any one fire) $ 50,000.00 Employees&Officers Med. Expense(any one person) $ 5,000.00 Pollution Liability Asbestos Abatement Lead Abatement Broad Form Vendors Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Consultants Broad Form Property Damage Fire Legal Liability Automobile Liability Combined Single Limit $ 300,000.00 Any Auto Bodily Injury(per person) to be determined All Owned Autos Bodily Injury(per accident) to be determined Scheduled Autos Property Damage to be determined Hired Autos Trailer Interchange $ 50,000.00 Non-Owned Autos PIP Basic Intermodal Garage Liability Auto Only, Each Accident $ 1,000,000.00 Any Auto Other Than Auto Only $ 100,000.00 Garage Keepers Liability Each Accident $ 1,000,000.00 Aggregate $ 1,000,000.00 Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 100,000.00 Disease, Policy Limit $ 500,000.00 Disease Each Employee $ 100,000.00 Property Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Other- As Risk Identified to be determined C-ll • • PRIDE PRIDE Enterprises 1463 Oakfield Drive#126 "' Brandon, FL 33511 813.324.8700 Prison Rehabilitative Industries and Diversified Enterprises, Inc. DBA: PRIDE Enterprises Signing Authority IMPACT THROUGH INDUSTRY www.pride-enterprises.org PRIDE Corporate office f' ? !,1,1 223 Morrison Road h " Brandon,FL 33511-4835 813.324.8700 BOARD OF DIRECTORS PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC WHEREAS, PRIDE Enterprises prepares bids, quotes, and proposals for all applicable PRIDE industries on a daily/weekly basis; and WHEREAS, these bids, quotes, and proposals may require the signature of a Corporate Officer who is not always available for timely submission; NOW, THEREFORE, BE IT RESOLVED THAT,The Board of Directors of Prison Rehabilitative Industries and Diversified Enterprises, Inc., d/b/a PRIDE Enterprises, hereby authorizes the PRIDE EnterprisesCustomer Service Manager to sign and submit bids, quotes, and proposals on behalf , the Corporatio tai . (Ma hair :n, r • Fha1 litative Industries nd Di ersifie'a terprises, Inc. sated t its 10" • ecember, 2020 , ATTEST: r. Assistant cretary IMPACT THROUGH INDUSTRY www.pride-enlerprises.org