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R24-217
1 RESOLUTION NO. R24-217 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING A PIGGYBACK AGREEMENT WITH GT SUPPLIES, INC., FOR 5 DUMPSTER AND CONTAINER REPAIR AND MAINTENANCE SERVICES IN AN ANNUAL 6 AMOUNT NOT TO EXCEED $250,000; AND FOR ALL OTHER PURPOSES. 7 8 WHEREAS, the City of West Palm Beach issued an Invitation to Bid (ITB) No. 22-23-111 MK 9 for Dumpster/Container Repair and Maintenance Services, and on March 9, 2023, awarded a three 10 (3) year contract, Master Services Agreement for Dumpster/Container Repair and Maintenance 11 Services, Contract No. 27492.001 (the "West Palm Beach Agreement") to GT Supplies, Inc., 12 (Vendor), commencing April 19, 2023, with two (2) additional one-year renewal options; and 13 WHEREAS, the City desires to repair and maintain dumpster and containers based on the 14 West Palm Beach Agreement, and may obtain other products and services upon amendment to 15 this Agreement; and 16 WHEREAS, the City's Purchasing Policy Section X — Alternatives to Formal Sealed Bids, 17 provides authority for the City to acquire or contract for services without utilizing a sealed 18 competitive method or the written quotations methods where the desired services are the subject 19 of an agreement that utilizes another government entity's contract, provided that the contract 20 was awarded based strictly on competitive bidding; and 21 WHEREAS, in order to acquire services to repair and maintain dumpsters and containers, 22 the City's Solid Waste Department is requesting the City enter into a Piggyback Agreement with 23 the Vendor; and 24 WHEREAS, the City and Vendor have agreed to allow the City to piggyback the West 25 Palm Beach Agreement; and 26 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 27 best interests of the city's citizens and residents to approve a Piggyback Agreement with GT 28 Supplies, Inc., for Dumpster and Container Repair and Maintenance Services in an annual amount 29 not to exceed $250,000. 30 31 32 33 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 34 BEACH, FLORIDA, THAT: 35 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 36 being true and correct and are hereby made a specific part of this Resolution upon adoption. 37 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 38 approve a Piggyback Agreement between GT Supplies, Inc., and the City for Dumpster and 39 Container Repair and Maintenance Services in an annual amount not to exceed $250,000 (the 40 "Piggyback Agreement"), in form and substance similar to that attached as "Exhibit A. " 41 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby 42 authorizes the Mayor to execute the Piggyback Agreement. The Mayor is further authorized to 43 execute any ancillary documents required under the Piggyback Agreement or necessary to 44 accomplish the purposes of the Piggyback Agreement and this Resolution. 45 SECTION 4. One fully-executed original of the Piggyback Agreement shall be retained 46 by the City Clerk as a public record of the City. A copy of the fully-executed Piggyback Agreement 47 shall be provided to Ydelsi Rodriguez to forward to the Vendor. 48 SECTION 5. This Resolution shall take effect in accordance with law. 49 [signatures on following page] 50 R 1-434 51 PASSED AND ADOPTED this oi-t-J day of be 2024. 52 CITY OF BOYNTON BEACH, FLORIDA 53 YES— NO 54 Mayor–Ty Penserga ✓ 55 56 Vice Mayor–Aimee Kelley 57 58 Commissioner–Angela Cruz 59 s - 60 Commissioner–Woodrow L. Hay 61 i/--- 62 62 Commissioner–Thomas Turkin 63 64 VOTE ----D 65 ATTES : 66 40 A 68 Maylee IP- Je rs, MPA, MMC -'-.- e •a 7 2 7.02-4( 69 City Cler 6 Mayo 70 BO 71 ;�''.�FcoRP.64..S APPROVED AS TO FORM: (-):72 (Corporate Seal) ' �: ��� 73 i : S� 9/". • N 74 i ' c�RPoie :_ �'��,/ n'� (I Wa.,,,76 Te . 75 ell •'., 920 o' ; Shawna G. Lamb 76 " ARIDA City Attorney PIGGYBACK AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND GT SUPPLIES, INC. This Piggyback Agreement is made as of this)017day of August, 2024, by and between GT Supplies, Inc., with a principal address of 7010 Barbour Road, Riviera Beach, FL 33407, hereinafter referred to as "Vendor," and the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter referred to as "City." RECITALS WHEREAS, the City of West Palm Beach competitively procured Dumpster/Container Repair and Maintenance Services and,on March 9,2023, awarded a three(3)year contract,Master Agreement No. 27492.001, Dumpster/Container Repair and Maintenance Services. No. 27492.001 (the"Master Agreement"), commencing April 19, 2023, with two (2) additional one-year renewal options; and WHEREAS, the City desires to repair and maintain dumpster and containers based on Master Agreement, and may obtain other products and services upon amendment to this Agreement; and WHEREAS,the City's Purchasing Policy Section X—Alternatives to Formal Sealed Bids, provides authority for the City to acquire or contract for services without utilizing a sealed competitive method or the written quotations methods where the desired services are the subject of an agreement that utilizes another government entity's contract, provided that the contract was awarded based strictly on competitive bidding; and WHEREAS, in order to acquire services to repair and maintain dumpsters and containers, the City's Solid Waste Department is requesting the City enter into a Piggyback Agreement with the Vendor; and WHEREAS, the City and Vendor have agreed to allow the City to piggyback the Master Agreement, a copy of which is attached as Exhibit"A.;" NOW,THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. The foregoing recitals are true and correct and are hereby incorporated into this Agreement. Piggyback Contract -GT Supplies 2. TERM: The term of this Agreement commences on September 13, 2024, and will remain in effect until April 19, 2026, with (2) two (1) one-year renewal options ("Term"). The City Manager is authorized to execute amendments renewing the Agreement on behalf of the City. The initial term and any subsequent renewals of this Agreement are subject to the renewal or extension of the Master Agreement. If the Master Agreement expires or is terminated during the Term, this Agreement shall terminate no later than six months after such expiration or termination of the Master Agreement. 3. CONTRACT TERMS: The Vendor agrees to provide products and services to the City on the same terms and in the same manner as set forth in the Master Agreement, a copy of which is attached hereto as Exhibit A, except as otherwise provided herein. All recitals, representations, and wan-anties of Vendor made by Vendor in the Master Agreement are restated as if set forth fully herein,made for the benefit of the City, and incorporated herein, except that all references to the "City of West Palm Beach" are hereby replaced with the "City of Boynton Beach."The City shall compensate Vendor pursuant to the rates set forth in the Master Agreement for the products and services in an annual amount not to exceed $250,000.00. City may order additional products and services pursuant to the Master Agreement upon a duly executed amendment to this Agreement. 4. NOTICES: All Notices to the City shall be in writing by certified mail return receipt requested, or customarily used overnight transmission with proof of delivery, sent to: City: Daniel Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/Facsimile: (561) 742-6090 Copy: Shawna G. Lamb, City Attorney City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/Facsimile: (561) 742-6090 5. INVOICES AND PAYMENT: Invoices must identify the PO number and should be mailed to: Boynton Beach Finance Attn: Accounts Payable 100 E Boynton Beach Blvd Boynton Beach, FL 33435. Invoices shall show the nature of the service and dates(s) of service. Invoices based on hourly rates shall show the actual hours worked, person performing services, nature of the service,hourly rate,and dates(s)of service. Invoices may be submitted no more frequently than monthly. However, all services rendered prior to September 30th of any given year are required to be invoiced by September 30th of that year. Vendor shall provide W-9 with first invoice. Piggyback Contract -GT Supplies 2 The fee shall be paid based on receipt of a proper invoice in accordance with the invoice schedule indicated above. Payment will be made within 45 days of receipt of a proper invoice in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Vendor, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Vendor of liability for the defective, faulty or incomplete rendition of the services. 6. TAX EXEMPT: Prices applicable to City do not include applicable state and local sales, use, and related taxes. The City is exempt fi-om state and local sales and use taxes and shall not be invoiced for the same. Upon request, City will provide Vendor with proof of tax- exempt status. 7. SOVEREIGN IMMUNITY: Nothing contained in this Agreement nor contained herein shall be considered nor construed to waive City's rights and immunities under the common law or section 768.28, Florida Statutes, as may be amended. 8. ATTORNEY'S FEES: In the event that either Party brings suit for enforcement of the Agreement, each Party shall bear its own attorney's fees and court costs. 9. PUBLIC RECORDS: The City is a public agency subject to Chapter 119, Florida Statutes. The Vendor shall comply with Florida's Public Records Law. Specifically, the Vendor 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. 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, Vendor shall destroy all copies of such confidential and exempt records remaining in its possession once the Vendor transfers the records in its possession to the City; and D. Upon completion of the contract, Vendor shall transfer to the City, at no cost to the City, all public records in Vendor's possession All records stored electronically by Vendor 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: Piggyback Contract -GT Supplies 3 CITY CLERK OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CitvClerk(abbfl.us 10. SCRUTINIZED COMPANIES - 287.135 AND 215.473: By execution of this Agreement, Vendor certifies that Vendor is not participating in a boycott of Israel. The Vendor further certifies that Vendor 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 Vendor 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 the Vendor of the City's determination concerning the false certification. The Vendor 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, the Vendor 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 the Vendor 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. 11. E-VERIFY: Vendor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including the registration and use of the E-Verify system to verify the work authorization status of employees. Failure to comply with Section 448.095, Fla. Stat. shall result in termination of this Agreement. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination. If this Agreement is terminated for a violation of the statute by Vendor, Vendor may not be awarded a public contract for a period of one (1) year after the date of termination. 12. 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. 13. 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. Each person signing this Agreement on behalf of either Party individually warrants that he or she has full legal power to execute the Addendum on behalf of the Party for whom he or she is signing and to bind and obligate such Party with respect to all provisions contained in this Agreement 14. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by the Piggyback Contract -GT Supplies 4 City for convenience upon fourteen(14)calendar days of written notice by the terminating party to the other party for such termination in which event the Vendor shall be paid its compensation for services performed to the termination date,including services reasonably related to termination. In the event that the Vendor abandons the Agreement or causes it to be terminated, the Vendor shall indemnify the City against loss pertaining to this termination. 15. TERMINATION FOR CAUSE: In addition to all other remedies available to City, this Agreement shall be subject to cancellation by City for cause,should Vendor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty(30)calendar days' after receipt by Vendor of written notice of such neglect or failure. 16. INDEMNIFICATION: Vendor shall indemnify and hold harmless the City, its elected and appointed officers, agents, assigns and employees, consultants, separate Vendors, any of their subcontractors,or sub-subcontractors,from and against claims,demands,or causes of action whatsoever,and the resulting losses,damages, costs, and expenses, including but not limited to attorneys' fees, including paralegal expenses, liabilities, damages, orders, judgments, or decrees, sustained by the City arising out of or resulting from (A)Vendor's performance or breach of Agreement, (B) acts or omissions, negligence, recklessness, or intentional wrongful conduct by Vendor's, its agents, employees, subcontractors, participants, and volunteers, and (C) Vendor's failure to take out and maintain insurance as required under this Agreement. Vendor's 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 obligations of this section shall survive indefinitely regardless of termination of the Agreement. 17. INSURANCE:At the time of execution of this Agreement,Vendor shall provide the City with a copy of its Certificate of Insurance reflecting the insurance coverage required by the Master Agreement. The Certificate of Insurance shall name the City of Boynton Beach, and its officers, employees and agents as an additional insured. 18. LIMITATION OF LIABILITY: Notwithstanding any provision of the Agreement to which it is applicable, City shall not be liable or responsible to Vendor beyond the amount remaining due to Vendor under the Agreement,regardless of whether said liability be based in tort,contract, indemnity or otherwise; and in no event shall City be liable to Vendor for punitive or exemplary damages or for lost profits or consequential damages. 19. INDEPENDENT CONTRACTOR: The Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that Vendor is an independent contractor pursuant to the Agreement and shall not be considered the City's employee for any purpose. 20. COMPLIANCE WITH LAWS: Vendor hereby warrants and agrees that at all times material to the Agreement, Vendor shall perform its obligations in compliance with all applicable federal, state, and local laws, rules, and regulations, including section 501.171, Florida Statutes. Non-compliance may constitute a material breach of the Agreement. Piggyback Contract -GT Supplies 5 21. ASSIGNMENT: In the event this Agreement and any interests granted herein shall be assigned, transferred, or otherwise encumbered, under any circumstances by Vendor, Vendor must gain prior written consent from City thirty (30) business days before such transfer. For purposes of this Agreement, any change of ownership of Vendor shall constitute an assignment that requires City's approval. Notwithstanding the foregoing, Vendor may,without City's consent, assign this Agreement in whole or in part as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets related to this Agreement. Vendor shall provide City written notice of any such corporate reorganization,consolidation,merger, or sale of substantially all of its assets related to this Agreement within thirty(30) calendar days of such event. 22. AGREEMENT SUBJECT TO FUNDING:The Agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Boynton Beach in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. Early termination by City due to loss of funding shall not obligate Vendor to refund any prepaid fees. 23. ENTIRE AGREEMENT.The Agreement,including the Master Agreement,sets forth the entire Agreement between the City and the Vendor with respect to the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous negotiations, understandings, and agreements,written or oral,between the parties.This Agreement may not be modified except by the parties' mutual agreement set forth in writing and signed by the parties. 24. SEVERABILITY.If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 25. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, Vendor shall provide City with an affidavit attesting that the Vendor does not use coercion for labor or services, in accordance with Section 787.06(13),Florida Statutes. Piggyback Contract -GT Supplies 6 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA VENDOR NAME ae- 7-71-il.l _________ //'///:/-2 Ty Pens; _. f . ,or 7 202N (Signature), Company /o&) /Lc-les-Sc./1 Print Name of Authorized Official ./ cr J l G1-/V < T' e Approved as to Form: Alvna L2 c b Shawna G. Lamb, City Attorney (Corporate Seal) Attest/Authenticated: Atteste. ' ut..-ntica ed: /D.A.,,..1424. I _... (Signature), Witnes !.r '' ` be b L 1 p i s K-I Maylee DeJe•us, ty Clerk Print Name .•( O F B0 y`, of c..>1.••• %• ; i • CO f"• ca 'l -<‘.* 9Sp9r�o : r) • 0 Piggyback Contract -GT Supplies 7 �-- Supplies,is,, Affidavit of Compliance with Anti-Human Trafficking Laws In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: 1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking". The undersigned is authorized to execute this affidavit on behalf of Entity. / Date: August 20, 2024 Signed: I Entity: GT Supplies, Inc. Name: Todd Roesch Title: President GT Supplies, Inc. • 7010 Barbour Road •Riviera Beach, FL 33407 Ph:(561) 881-8101 / Ey: (561)881-8601 / wrr►v.gtsupplies.coiu EXHIBIT A CITY OF WEST PALM BEACH MASTER AGREEMENT NO. 27492.001 FOR DUMPSTER/CONTAINER REPAIR AND MAINTENANCE SERVICES BETWEEN THE CITY OF WEST PALM BEACH AND GT SUPPLIES, INC. Piggyback Contract -GT Supplies 8 MEMOwp_}_B - WEST PALM BEACH Orr u+envy To: Keith A. James, Mayor Received City of West Palm Beach From: Samuel A. Thomas, Sr. Asst. City Attorney Mayors Office Date: April 17 2023 APR 1 81023 File No: 27492.001 Dept. 410 Public Works 4011 Stall West P .3C84911 Re: GT Supplies; City Dumpsters; Repair& Maintenance Svs. Transmitted herewith are contract documents for the Mayor's signature which have been reviewed and approved for legal sufficiency. Kindly forward the documents, along with this memo, to the City Clerk's Office. The Mayor is authorized to execute the document in accordance with: ❑x Procurement Code. ❑ Commission Approval. Resolution No. ❑ City Charter Sec. G" If authorized by the Procurement Code, the procurement method is: ❑ Small Purchase ❑ Quotes ❑ Single Source O Competitive Solicitation ❑ Cooperative ❑ Sole Source ❑ Emergency Procurement ❑ Piggyback ❑ Procurement No. TIB 2-23-111 Contract Amount: $Master Est. Expiration Date: April 2026 Contract term: 3-Year 0 Renewal available: 2 1-Year Applicable EEO Program: N/A To: Office of the City Clerk Please: Attest to the execution by the Mayor and insert the date. Estimated Record Retention Review: May 2031 Please retain one original as a public record and forward the other original with a copy of this memo to: Leon Pinder, Public Works To: Leon Pinder, Public Works IJ\ C E Pleaseforwardfully-signed the e fully signed original contract document to the vendor/contractor. If a new contract with this contractor/vendor. Request W-9 if not provided. APR f 2023 1st s goFwESTITY PALM BEACH FFICE OF THE CITY CLERK 1 -City original; 2- Department; 3-EEO Office �p5 a.�y ' MASTER SERVICES AGREEMENT [Dumpster/Containers Repair and Maintenance Services] Ca- 4 Contract No. 27492.001 Provider Name. GT Supplies, Inc. Provider Address:7010 Barbour Road, Riviera Beach, FL 33407 Email: tr@gtsupplies.com Telephone: 561-881-8101 FEI/EIN # 65-0877931 Services: The Services shall include providing all materials, equipment, tools, labor and incidentals necessary for the repair and maintenance of City dumpsters, on as needed basis, as may be requested by the City. A detailed description of the Services is attached as Exhibit A. Services shall be performed in accordance with the terms and provisions of this Agreement including, but not limited to the Scope of Services attached as Exhibit A, the Special Terms attached as Exhibit B, Providers Quote (the "Unit Prices"}attached as Exhibit C,the FEMA Provisions attached as Exhibit D, ITB No. 22-23-111 attached and incorporated herein by this reference though, due to size, not attached and Providers Bid, attached and incorporated herein though, due to size not attached. Terms of the Bid or Quote not addressed in this Agreement are not made part of this Agreement. In the event of a conflict, this Agreement controls. City Procurement: ITB No. 22-23-111 Provider's quote:Attached as Exhibit C. Special Terms: Attached as Exhibit B. Equipment/Systems Involved: All materials, equipment,tools and machinery necessary to perform the Services Method of Ordering Work. Purchase Order. Services in an amount less than $10,000.00 may be requested by Purchase Order issued by the City. Each Purchase Order will detail the scope of work, schedule for completion and compensation based on the rates and prices established in this Agreement. Upon receipt of a quote from the service provider detailing the scope of work, the price estimate and the completion time, the department will prepare the Purchase Order and attach the quote. All such work shall be performed and invoiced pursuant to the terms of this Agreement. All terms and conditions of this agreement are applicable to each Purchase Order. Upon completion of each work task, the Provider will submit a separate invoice, along with the Purchase Order, indicating the date work was performed, the description of the person performing the work, and the rates and work performed, identifying the person or job title that performed the work and the rates and charges based on the contract. No Purchase Order may be issued for Services to be completed after the expiration of this Agreement. Work Orders: Services in the amount of$10,000.00 or more will be requested in advance by the City via written work order signed by the Provider and City. Work orders will be issued by the City on an as-needed basis. Each work order will detail the specific scope of work, schedule for completion and compensation based on the unit prices contained in this Agreement. No work is authorized until a work order is fully executed by the City. Any Contract No. 27492.001 FORM MASTER SVS 050713 amendment to a work order is not effective and not authorized until such amendment is fully executed by the City. All terms and conditions of this Agreement will be applicable to each Work Order. Upon completion of each Work Order task, the Provider will submit a separate invoice, a copy of the Work Order and the appropriate completed Small Business or MWBE participation form. Invoiced rates and charges shall be based on the contract. No minimum quantity of work orders nor minimum amount of compensation is guaranteed under this Agreement. No Work Order may be issued for Services to be completed after the expiration of this Agreement. The form of City's work order is attached to this Agreement as Exhibit E. Work Order Completion: Work Orders shall be completed within the time indicated for each Work Order. Fee; Unit Prices: The Fee for each individual purchase order or work order shall be specified in the order and shall be based on the unit prices shown in Exhibit C. Small Business Goal: N/A Accounts Payable Information: If"Remit To"address differs from Provider address above, provide Remit To Address: THIS AGREEMENT ("Agreement")is made by and between the PROVIDER identified above and the City of West Palm Beach ("City"), 401 Clematis Street,West Palm Beach, FL 33401, In consideration of the covenants and conditions set forth in this Agreement, the Provider and City agree as follows: 1. Services. City will issue Work Orders for Services under this Master Agreement. Provider shalt provide all equipment, materials and labor necessary to provide the services described above, and in more detail in each Work Order (the "Services"). Provider shall render the Services in a diligent, careful and thorough manner consistent with good business practice. Time shall be of the essence with respect to all matters set forth in this Agreement. The Services shall be completed, to the City's satisfaction, in accordance with the time frames established in each Work Order. 2. Fee. The City shall pay Provider, for Services completed satisfactorily, the Fee indicated on each Work Order, based on the unit prices under this Agreement (the "Fee"). The Fee shall be the sole compensation paid to Provider in connection with the rendition of the Services and the performance of any and all of its other obligations under this Agreement and shall include any out-of-pocket or other expenses, including travel expenses, incurred by Provider. The Fee established in each duly executed Work Order shall be the only basis for payment to Provider by the City. 3. Invoices. Invoices must identify the PO number and the Contract Number. For fastest processing, invoices should all be emailed to: wpbap©wpb.org Alternatively, mailed to: City of West Palm Beach Accounts Payable, P.O. Box 3366 West Palm Beach, FL 33402-3366. Invoices requesting reimbursement of expenses shall include copies of all documentation of the expenses, to the satisfaction of the City. Contract No. 27492.001 FORM MASTER SVS 050713 2 Invoices shall show the actual hours worked, person performing services, the Service performed and/or deliverable provided, hourly rate, and dates(s)of service. Invoices requesting reimbursement of expenses shall include copies of all documentation of the expenses, to the satisfaction of the City. Invoices received from Provider pursuant to this Agreement shall be reviewed and are subject to the prior approval of the City to determine if services have been rendered in conformity with the Agreement. 4. Payment. The Fee shall be paid in accordance with the Payment Schedule and upon acceptance of deliverables satisfactory to the City and receipt of a proper invoice from Provider. Payment of Fees will be made in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes, as amended,which provides for prompt payment,interest payments, a dispute resolution provided detailed invoices are submitted in compliance with the terms of this Agreement. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Provider, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Provider of liability for the defective, faulty or incomplete rendition of the Services. In order for both parties to close their books and records, Provider shall submit its final invoice no later than four (4) months after completion of all Services under this Agreement. Provider shall clearly indicate "Final Invoice° on its final invoice. Such indication shall certify to the City that all Services have been properly performed and all charges and costs owed in connection with this Agreement have been invoiced to the City. Any requests for reimbursement or fee payment under a work authorization, if not properly included on the final invoice or not submitted within four(4) months of completion of Services, are waived by Provider. Payment of invoices will be made to Provider via electronic automated clearing house, based on account information provided by Consultant on the Vendor ACH Enrollment Form provided with this Agreement. 5. Term. a. Term. This Agreement shall remain in effect for three (3) years from the date of execution of this Agreement by the City. The City shall execute this Agreement last. This Agreement may be extended for two (2) additional terms of one (1) year each; provided a written Amendment to this Agreement is executed by the parties. The term extension is optional for the parties and nothing in this Agreement gives Provider a right to any term extension. b. Price Adjustment Based on Market Conditions. Should the Provider assert that due to material or market conditions during the term of the contract, an adjustment to pricing is necessary, the Provider shall submit a written request for price adjustment to the Procurement Official. Such price increase request shall be accompanied by Provider's documentation to substantiate the need for the price increase. The request shall be submitted on Provider's official company letterhead, and be dated and signed by an authorized company official, and include manufacturer's certification of costs. The Procurement Official shall consider whether the requested price increase is fair and reasonable and is aligned with current market rates. If a request for price increase is accepted, the new price shall be included in a written contract amendment and shall apply only as of the date of full execution of the amendment. In the event the City does not agree to the requested price increase, the Provider shall continue under the contract, or may decline to renew the contract, if the contract has not already been renewed. Any orders placed prior to the effective date of the price increase will not be affected by the approved price increase and will be invoiced at the unit price in effect at the time the order was placed. The Provider will complete delivery and the City will receive delivery on any orders placed prior to the renewal, whether or not a price increase is granted. Failure to complete delivery may result in a termination of the contract and/or result in suspension or debarment of the Provider according to the West Palm Beach Procurement Ordinance Section 66-123 or debarred according to Section 66-124, Debarment. Contract No.27492.001 FORM MASTER SVS 050713 3 6. Representations.Warranties and Covenants of Provider 6.1 Authority. Provider hereby represents and warrants to the City that it has full power and authority to enter into and fully perform its obligations under this Agreement without the need for any further corporate or governmental consents or approvals, and that the persons executing this Agreement are authorized to execute and deliver it. 6.2 Duly Licensed. Provider represents that it is duly licensed to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. 6.3 No Contingency. Provider warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Provider, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for Provider, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. In the event of a breach or violation of this provision by Provider, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract fee, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 7. Standard of Care. The standard of care for all Services performed or furnished by Provider under this Agreement will be superior to the care and skill ordinarily used by members of Provider's profession practicing under similar circumstances or at the same time and in the same locality. 8. Compliance with Laws. In the conduct of the Services under this Agreement, Provider shall comply in all material respects with all applicable federal and state laws and regulations and all applicable county and City ordinances and regulations, including ethics and procurement requirements. 9. Independent Contractor. It is specifically understood that Provider is an independent contractor. If Provider is an individual.' (i) Provider is not an employee of the City: (ii) this Agreement is not a contract of employment and that no relationship of employer/employee or principal/agent is or shall be created nor shall exist by reason of the performance of the Services under this Agreement; (iii) Provider will not be eligible to participate in any employee benefit maintained by the City; (iv) Provider will not be covered by the City's workers'compensation insurance; (v) Provider will be solely and exclusively responsible for payment of all taxes due in respect of all compensation and/or other consideration received by Provider under this Agreement. If Provider is a business firm: (i) Provider acknowledges that its employees will not be covered by the City's workers' compensation insurance; (ii) Provider shall be responsible for social security, unemployment and disability taxes and all other payroll taxes due with respect to Provider's employees who provide Services under this Agreement; (iii) Provider shall have no authority to bind City to any contractual or other obligation whatsoever; (iv) Provider shall be responsible to the City for all work or services performed by Provider, its employees, agents, or subcontractors under this Agreement. 10.Right to Audit. Provider shall maintain adequate records for the Services performed under this Agreement for five (5) years following completion of the Services, or conclusion of any litigation regarding this Agreement. The City shall have the right to audit Provider's books and records, at the City's expense, upon prior notice, with regard to the Services provided to the City under this Agreement. Provider shall allow the City or its representative to interview all current or former employees to discuss matters pertinent to this Agreement. If an audit inspection in accordance with this section discloses overpricing or overcharges(of any nature) by Provider to the City in excess of one-half of one percent (.5%) of the total contract billings, (1) the reasonable costs of the City's Internal Audit department shall be reimbursed to the City by the Provider and (2)a 15%penalty of the overpricing or overcharges shall be assessed. Any adjustments and/or payments which must be made as a result of the audit inspection, including any interest, audit costs and penalties shall be made by the Provider within 45 days from presentation of City's findings to Provider. Failure by Provider to permit such audit shall be grounds for termination of this Agreement by the City. 11. Property Rights. Any work product, including but not limited to reports, plans, drawings, tracings, sketches, photographs, videos, illustrations, presentations, PowerPoint, specifications, maps, computer files, electronic data, and other documents (electronic or paper)prepared or created in the course of the performance of the Services or obtained in the performance of this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will be considered works made for hire and shall be the exclusive property of the City upon their creation without restriction or limitation on their use and will be made available, upon request, to the City at any time during the performance of such Services. Upon delivery to the City of said Contract No.27492.001 FORM MASTER SVS 050713 4 work product, the City will become the custodian thereof in accordance with Chapter 119, Florida Statutes. Provider will not copyright any material or work product developed under this Agreement. Any reuse of Provider's prepared documents by the City, except for the specific purpose intended hereunder, will be at City's sole risk and without liability or legal exposure to Provider or its sub-Providers. 12 Insurance. Provider shall purchase from and maintain during the term of the Services, and all applicable statutes of limitation periods, the following insurance: (a) Comprehensive General Liability insurance in an amount not less than $1,000,000.00 Combined Single Limit per each occurrence and $1,000,000 aggregate, with bodily injury limits, which may not be subject to a self-insured retention or deductible exceeding $25,000. (b) Worker's Compensation and Employer's Liability Insurance with limits of Employer's Liability Insurance not less than $500,000 "each accident," $500,000 "disease policy limit," and $500,000 "disease each employee" unless an opt out letter in conformance with Florida Statutes, Chapter 440, has been provided to the City. 0 Provider is the sole owner and/or employer with less than four non-construction employees and opts out of workers' compensation coverage under Florida Chapter 440. Provider understands that Provider must comply with Sec. 440.055, F.S., and other applicable regulations. Provider is an independent contractor. Provider Signature (c) Automobile Liability: Not less than $1,000,000.00 for injuries per person in any one accident or occurrence and $1,000,000.00 in the aggregate for injuries per occurrence or accident, with $100,000.00 for property damage in any one accident or occurrence. May not be subject to a self- insured retention or deductible exceeding $10,000. Self-insurance shall not be acceptable.All insurance policies shall be issued by companies that(a)are authorized to transact business in the State of Florida,(b)have agents upon whom service of process may be made in Palm Beach County,Florida,and(c)have a best's rating of A- VI or better. Additional Insured: All liability insurance policies shall name and endorse the following as additional insured(s): the City of West Palm Beach and its commissioners,officers,employees and agents. Certificate of Insurance: Provider shall provide the City Risk Manager with a copy of the Certificate of Insurance and endorsements evidencing the types of Insurance and coverage required prior to the commencement of Services. It is the Provider's responsibility to ensure that the City's Risk Manager and the Department both have a current Insurance Certificate and endorsements at all times. If Provider's insurance policy is a claims made policy, Provider shall maintain such insurance coverage for a period of five(5)years after the expiration or termination of this Agreement.Applicable coverage may be met by keeping the policies in force, or by obtaining an extension of coverage commonly known as a reporting endorsement of tail coverage. The provisions of this section shall survive beyond the expiration or termination of this Agreement. 13. Indemnity. Provider agrees to indemnify, defend, save and hold harmless the City, its officers, agents and employees, from any claim,demand, suit, loss, cost or expense for any damages that may be asserted,claimed or recovered against or from City, its commissioners, officials, employees or agents arising out of or incidental to or in any way connected with Provider's performance of the Services or caused by or arising out of(a)any act, omission, default or negligence of Provider in the provision of the Services under this Agreement; (b)property damage or personal injury, which damage, injury or death arises out of or is incidental to or in any way connected with Provider's execution of Services under this Agreement; or (c) the violation of federal, slate, county or municipal laws, ordinances or regulations by Provider. This indemnification includes, but is not limited Contract No.27492.001 FORM MASTER SVS 050713 5 to, the performance of this Agreement by Provider or any act or omission of Provider, its agents, servants, contractors, patrons, guests or invitees and includes any costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims or the investigation thereof. Provider agrees to pay all claims and losses and shall defend all suits, in the name of the City, its employees, and officers, including but not limited to appellate proceedings, and shall pay all costs,judgments and attorneys'fees which may issue thereon. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Provider under this indemnification provision. To the extent considered necessary by the City, any sums due Provider under this Agreement may be retained by City until all of City's claims for indemnification have been resolved, and any amount withheld shall not be subject to the payment of interest by City. This indemnification agreement is separate and apart from, and in no way limited by, any insurance provided pursuant to this Agreement or otherwise. This paragraph shall not be construed to require Provider to indemnify the City for City's own negligence, or intentional acts of the City, its agents or employees. Nothing in this Agreement shall be deemed to affect the rights, privileges and sovereign immunities of the City as set forth in Section 768.28, Florida Statutes. This clause shall survive the expiration or termination of this Agreement. 14. Termination. 14.1 The City shall have the right to terminate and Work Order and/or this Agreement, in whole or in part, with or without cause, and for its convenience, upon five (5) calendar days written notice to Provider. In the event of termination, the City shall compensate the Provider for all authorized Services satisfactorily performed through the termination date under the payment terms contained in this Agreement. 14.2 Provider shall immediately deliver all documents, written information, electronic data and other materials concerning City projects in its possession to the City and shall cooperate in transition of its consulting duties to appropriate parties at the direction of the City. 14.3 Upon termination, this Agreement shall have no further force or effect and the parties shall be relieved of all further liability hereunder, except that the provisions of this Section and the provisions regarding the right to audit, property rights, insurance, indemnification, governing law and litigation shall survive termination of this Agreement and remain in full force and effect. 15. Warranty. Provider shall warrant that the Services shall be free from improper workmanship and/or defective materials for one (1)year from completion. 16. Notices. Notices required hereunder shall be given by written notice sent by registered U.S. mail, return receipt requested, or by electronic transmission producing a written record, if to the City,to P.O. Box 3366, West Palm Beach, FL 33402, attention: City Administrator, and if to Provider, to the address set forth above. 17. Taxes. Provider understands that in performing the Services for the City, Provider is not exempt from paying sales tax to Provider's suppliers for materials required for Provider to perform under this Agreement. Provider shall not be authorized to use City's tax exemption number for purchasing supplies or materials. 18. Availability of Funds, This Agreement is expressly conditioned upon the availability of funds lawfully appropriated and available for the purposes set out herein as determined in the sole discretion of the City. If funding for this Agreement is in multiple fiscal years, funds must be appropriated each year prior to costs being incurred. Nothing in this paragraph shall prevent the making of contracts with a term of more than one year, but any contract so made shall be executory only for the value of the services to be rendered or paid for in succeeding fiscal years. In the event funds to finance this Agreement become unavailable, the City may terminate this Agreement upon no less than twenty-four(24)hours notice to Provider. The City shall be the sole and final authority as to the availability of funds. 19. Lobbying Certification. Provider certifies to the best of its knowledge and belief that no funds or other resources received from the State in connection with this Agreement will be used directly or indirectly to influence legislation or any other official action by the Florida Legislature or any state agency. Contract No.27492.001 FORM MASTER SVS 050713 6 20. Non Discrimination. Provider shall not discriminate against any person because of race, color, religion, sex, gender identity or expression, genetic information, national origin, age, disability, familial status, marital status or sexual orientation. 21. Assignment. This Agreement requires the skills and experience of Provider and may not be assigned by Provider. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. 22. Force Majeure. Any deadline provided for in this Agreement may be extended, as provided in this paragraph, if the deadline is not met because of one of the following conditions occurring with respect to that particular project or parcel: fire, strike, explosion, power blackout, earthquake, volcanic action, flood, war, civil disturbances, terrorist acts, hurricanes and acts of God. When one of the foregoing conditions interferes with contract performance, then the party affected may be excused from performance on a day-for-day basis to the extent such party's obligations relate to the performance so interfered with; provided, the party so affected shall use reasonable efforts to remedy or remove such causes of non-performance. The party so affected shall not be entitled to any additional compensation by reason of any day-for-day extension hereunder. 23. Ethics; Conflict of interest. 23.1 Provider represents that it has not given or accepted a kickback in relation to this Agreement and has not solicited this Agreement by payment or acceptance of a gratuity or offer of employment. 23.2 Provider represents that it has not solicited this contract by payment of a gift or gratuity or offer of employment to any official, employee of the City or any City agency or selection committee. 23.3 Provider represents that it does not employ, directly or indirectly, the mayor, members of the city commission or any official,department director, head of any City agency, or member of any board, committee or agency of the City. 23.4 Provider represents that it does not employ, directly or indirectly, any official of the City. Provider represents that it does not employ, directly or indirectly, any employee or member of any board, committee or agency of the City who, alone or together with his household members, own at least five percent (5%)of the total assets and/or common stock of Provider. 23.5 Provider represents that it has not knowingly given, directly or indirectly, any gift with a value greater than $100 in the aggregate in any calendar year to the mayor, members of the city commission, any department director or head of any City agency, any employee of the City or any City agency, or any member of a board that provides regulation, oversight, management or policy-setting recommendations regarding Provider or its business. 23.6 Provider represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with its performance under this Agreement. Provider further represents that no person having any interest shall be employed or engaged by it for said Services. 23.7 Provider, its officers, personnel, subsidiaries and subcontractors shall not have or hold any continuing or frequently recurring employment, contractual relationship, business association or other circumstance which may influence or appear to influence Provider's exercise of judgment or quality of the Services being provided under this Agreement. Provider, its officers, personnel, subsidiaries and subcontractors shall not perform consulting work for any third party that would in any way be in conflict with the Services to be provided to the CRA under this Agreement. 23.8 In the event Provider is permitted to utilize subcontractors to perform any services required by this Agreement, Provider agrees to prohibit such subcontractors, by written contract, from having any conflicts as within the meaning of this section. 24. Public Entity Crimes Act. Provider represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), and certifies that Provider and its subcontractors under this Agreement have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within 36 months from the date of submitting a proposal for this Contract No.27492.001 FORM MASTER SVS 050713 7 Agreement or entering into this Agreement. Violation of this section may result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from City's competitive procurement activities. 25. Unauthorized Aliens. The knowing employment by Provider or its sub-contractorss of any alien not authorized to work by the immigration laws or the Attorney General of the United States is prohibited and shall be a default of this Agreement which results in unilateral termination 26. Small Business Requirements. Provider shall comply with the City's Small Business Ordinance set forth in Chapter 66 of the Code of Ordinances of the City of West Palm Beach, which is incorporated herein by this reference. Provider shall comply with the small business commitment contained in Provider's Proposal. Provider shalt maintain all relevant records and information necessary to document compliance with the Small Business Ordinance and shall allow the City to inspect and audit such records. 27. Public Records Law. Provider shall allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Provider in conjunction with this Agreement. Failure by the Provider to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the City. 28. Governing Law. This Agreement shall be construed and interpreted, and the rights of the parties hereto determined, in accordance with Florida law without regard to conflicts of law provisions. The City and Provider submit to the jurisdiction of Florida courts and federal courts located in Florida. The parties agree that proper venue for any suit concerning this Agreement shall be Palm Beach County, Florida, or the Federal Southern District of Florida. Provider agrees to waive all defenses to any suit filed in Florida based upon improper venue or forum nonconveniens. To ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT. 29. Severability. In the event that any term or provision of this shall to any extent be held invalid or unenforceable, it is agreed that the remainder of this Agreement,or the application of such terms or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and every other term and provision of this Agreement shall be deemed valid and enforceable to the maximum extent permitted by law. 30. Waiver. Any waiver by either party hereto of any one or more of the covenants, conditions, or provisions of this Agreement, shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement. 31. Headings, The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 32. Inspector General. Provider is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Provider and its subcontractors and lower tier subcontractors. Provider understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Provider or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. 33. Scrutinized Companies List. Pursuant to Fla. Stat. Sec. 287.135, Provider represents that Provider is not on the Scrutinized Companies that Boycott Israel List, maintained by the State of Florida, and is not engaged in a boycott of Israel. Provider further represents that it is not on the Scrutinized Companies with Activities in Sudan List, or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engages in business activities in Sudan or Cuba. Violation of this section may result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from City's competitive procurement activities. 34. E-Verify. In compliance with Section 448.095, Fla. Stat., Provider shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of new employees hired by Provider during the term of this Agreement. Provider shall require all subcontractors performing services under this Agreement to verify the employment eligibility of new employees hired by the subcontractor during the term of Contract No.27492.001 FORM MASTER SVS 050713 8 this Agreement. Provider shall require each of its subcontractors to provide Provider with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shalt maintain a copy of the subcontractor's affidavit as part of and pursuant to the records retention requirements of this Agreement. The City, Provider, or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated Section 448.09(1), Fla. Stat. or the provisions of this section shall terminate the contract with the person or entity. A contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Provider acknowledges that upon termination of this Agreement by City for a violation of this section by Provider, Provider may not be awarded a public contract for at least one (1) year. Provider further acknowledges that Provider is liable for any additional costs incurred by the City as a result of termination of any contract for a violation of this section. Provider or its subcontractor shall insert in any subcontracts the clauses set forth in this section and shall require subcontractors to include these clauses in any lower tier subcontracts. 35. Entire Agreement; Exhibits;_ Amendment. All Exhibits attached to this Agreement, physically or by reference, are incorporated into the terms and conditions of this Agreement. In the event of any conflict between this Agreement and any Exhibits,this Agreement governs. This Agreement embodies the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous agreements and understandings, oral or written, relating to the subject matter. This Agreement may only be modified by written amendment executed by the City and Provider. 36. Controlling Provisions. Except as otherwise specifically provided herein, in the event of any conflict between the specific provisions of this Agreement and the requirements or provisions of the Procurement Solicitation and/or Proposal, the provisions shall be given precedence in the following order: (1) this Agreement, (2) the Procurement Solicitation; and (3) the Proposal. Wherever possible, the provisions of the documents shall be construed in such manner as to avoid conflicts between provisions of the various documents. 37. Digital Signature. The parties to this Agreement may agree to execute this Agreement, and all subsequent amendments or modifications to it, by digital signature, in accordance with Ch. 668, Fla. Stat. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year last executed below. GT SUPPLIES, INC CITY 0- • H /1 By:_H= .-----0/17:1/ By: L`Allft . /9.4 3 Keith A. James, M_• or Print Name: /oDA /t.�cfi.t G1f /' )G Date: '7 j(Z Q,'�� Title: /L4' fJcJ4) ' / • Attest: Aa ' ,1 . .1. )16 • . Cle' CITY ATTORNEY'S OFFICE Apprgved as to fo and legality B . Contract No.27492.001 FORM MASTER SVS 050713 9 EXHIBIT A SCOPE OF SERVICES Provider shall provide all materials, equipment, tools, labor and incidentals necessary for the timely repair, maintenance and transport of various size metal dumpsters as requested by the City on an as needed basis and in accordance with the terms set forth in this Contract. The City will identify which dumpster/containers will be repaired or maintained. Services may include, but not be limited to, the following: • Remove decals,grind and paint the removal space • Remove decals,grind,paint and install new lids • Remove decals,grind,paint,cut off old hinges,replace hinges and install new lids • Minorrepairs(E.g.weld broken sleeves,hinges,patch holes) • Cut off oid bottoms and replace with new fabricated steel bottoms • Replace casters Top Frame & Sides • Cut out and remove all rusted and damaged frame/ channel • Fabricate & weld the new frame/channel • Straighten all bent and twisted top frame/ channel • Straighten all bent side Lid Installation (Lids are provided by the City) • Repair or Replace hinges • Fabricate one (1) 1/12" pipe coupling & install into the hinges Bottom Plate & Skirts • Fabricate & weld 6" steel skirts around bottom of the steel dumpsters • Fabricate & weld two (2) 3" channels for stands • Cut out and remove all rusted areas or entire bottom plate • Fabricate & weld new bottom plate with mill steel (12 gauge) for steel dumpster Paint • Loose rust, scale, dirt, oil, grease, and other detrimental substances, shall be thoroughly removed by hand cleaning, power tool cleaning, blast cleaning or any combination of these methods. Hand cleaning may include the use of metal brushes, grinders, sanders, or any approved combination of these tools. Bristle or wood fiber brushes shall be used to remove loose dust. • Paint with industrial rust-preventive paint Wheel Installation (Wheels are provided by the Cityl • Service wheels: replace wheel on caster, oil caster, replace caster/wheel with tow bolts, nuts and washers, • Repair and straighten wheel plates • Install wheel plates: weld onto bottom of container (1) 8" x 8" x 1/4' aluminum plate, drill two holes, bolt on new/repaired wheel with two bolts, nuts and washers • Install wheels: replace with two bolts for aluminum dumpsters or weld onto wheel pad or bottom for steel dumpsters EXHIBIT B SPECIAL TERMS 1. The Services. a. Services will be requested by the City on an as needed basis. b. The City does not guarantee any minimum amount of work, or the extent of the services required.This Agreement shall not be construed as an exclusive arrangement and further agrees that the City may, at any time, secure similar or identical services at its sole option. c. Provider will be responsible for transporting dumpsters/containers to and from the location site. d. Provider shall provide the name, address, and phone number of the person(s) to be contacted for the placement of orders and coordination of services on a Monday through Friday basis and maintain a constantly monitored 24-hour a day phone number(s) to contact for service. e. All services provided under this Agreement shall be performed in a skillful and workmanlike manner. The City may, in writing, require Provider to remove any employee from work that the City deems incompetent or careless. Provider shall have an English-speaking supervisor/representative on the worksite at all times, who shall be thoroughly knowledgeable of all dumpster repair techniques, processes and procedures and has the authority to act in the Provider's behalf. f. All work shall be performed according to the standards of the dumpster repair industry and to the complete satisfaction of the City. Provider shall correct all non-conforming work and any and all damage caused by their operations to the City's satisfaction at no additional cost to the City. g. For any work performed on City property, the Provider(s) shall at all times keep the areas adjacent to the worksite free from rubbish and the accumulation of any waste materials. Upon completion of any work on City Property, the property shall be restored, at the minimum, to the condition that existed prior to start of work, and shall be approved by the City of West Palm Beach representative. h. It shall be a part of the agreement that before, during and after a public emergency, disaster, hurricane, flood or Act of God that the City of West Palm Beach, shall require, and receive, a "first priority" basis for goods and services. i. Provider shall maintain a safe work environment at all times. Provider shall report immediately to City's authorized representative, the existence of unsafe condition(s), which may compromise the performance of the service. All Providers and subcontractors performing services for the City are required and shall comply with all Occupational Safety and Health Administration (OSHA) Standards, State and County Safety and Occupational Health Standards and any other applicable rules and regulations. All Providers and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area. j. In the event of a disaster and or emergency, work will be awarded to the Provider(s) first available to respond. Funds for services under the resulting contract may be derived from federal grants and therefore Provider must comply with federal guidelines (see Federal Required Contract Provisions, attached as (Exhibit ). The federal funds appropriated by the Federal Emergency Management Agency (FEMA) will be administered through the State of Florida. k. Man City of`Wert farm(Beach (B3) ''lam WEST PALM BEACH SCHEDULE OF BID ITEMS ITB No:21424114K ,�rct,ir*t it_Sr�r.+ PROJECT TITLE: DumpaterfContainers Repair and Maintenance Services Remove dews,gars]&paint $65.00 Remora decals,grind.paint&Install new Lida $90.00 Remove decals,grind,paint,cul of,old hinges,replace hinges and Install new Ods $105.00 Minor repair(Le.weld broken sleeves,hinges,patch holes) $95.00 Cut out old bottom and replace with new fabricated steel bottom(price per container size) Cut out old bottom and replace with new fabricated steel bottom(price per container Mead 2CY $355.00 3CY $445.00 4CY $510.00 acv $625.00 Icy $675.00 Replace casters(pica per caster) $18.95 Major repaar not covered in above(hourly rate) $85.00 Front Load lid rod $10.00 Lock bar assembly $31.00 Front toad Rd(price per lid per container size) 2CY $23.00 scY $25.00 ICY,(ICY or ISCY $27.00 Bidder Company Nam.: GT Supplies, Inc. Signature of Official authorized to bind Bldde'r^-4�46'II Print Nam,: Todd Roesch Twee President Date: 3/5/2023 Failure to hiah complete end sten fhb Bid Form mapiesuitln(election of bie B . END SCM®ULE OF BID(TENS stDOeRg: THE CRY NAS PROVIDED AN t:LLCTROSOC SPREAOSMEETFOR BID NISI TABWLATION.IT IS 11ANDATORY MAT ALL BIDDERS PROVIDE BOTH A SAWED PAPER BID TABULATION AND ELECTRONIC we TABWLAnON. 11@ ELECTRONIC BID TABULATION SMAU.BH SUBMITTED tai1M THE PAPER IID TABULATION BY NEARS OF A FLASH ORM PAPER BID TA/DILATION AND ELECTRONIC BID TABULATION SHALL BE MATERIALLY CONSISTENT AMD CONTAIN NE SANE INFORMATION.IN CASH OP DISCREPANCY,THE SIGNEID PAPER BID TARULATION SMALL PREVAIL PAdURE TO NSW AND ELECTRONIC COPTNERSION OP THE PROVIDED BO TABULATION SMALL.HE CAUSE FOR REJECTION OP TME BID. 2B