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R25-280 RESOLUTION NO. R25-280 1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 2 BEACH, FLORIDA, AWARDING REQUEST FOR PROPOSAL NO. 25-053R 3 FOR THE CITYWIDE HOLIDAY LIGHTING TO ARTISTIC HOLIDAY 4 DESIGNS AND APPROVING AN AGREEMENT BETWEEN THE CITY AND 5 ARTISTIC HOLIDAY DESIGNS IN AN AMOUNT NOT TO EXCEED 6 $110,000 PER YEAR;AND FOR ALL OTHER PURPOSES. 7 8 WHEREAS, the City issued Request for Proposals ("RFP") No. 25-053R pursuant to state 9 and local law to solicit proposals for Citywide Holiday Lighting Multi-Year Contract(the"Services"); 10 and 11 WHEREAS, Artistic Holiday Designs ("Vendor") responded to the RFP by submitting its 12 Proposal dated August 13, 2025 (the "Proposal"), and 13 WHEREAS, the City created an evaluation committee, reviewed all proposal responses, 14 and scored the proposals in accordance with the criteria outlined in the RFP; and 15 WHEREAS, the City selected the Vendor as the best qualified to perform the Services;and 16 WHEREAS, the City desires to engage the Vendor to provide such services to the City on 17 an as-needed basis; and 18 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 19 best interests of the City's citizens and residents to award RFP No. 25-053R for the Citywide 20 Holiday Lighting to Artistic Holiday Designs, and approve an Agreement between the City and 21 Artistic Holiday Designs in an amount not to exceed $110,000 per year. 22 23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 24 BEACH, FLORIDA, THAT: 25 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 26 being true and correct and are hereby made a specific part of this Resolution upon adoption. 27 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 28 award RFP No. 25-053R for the Citywide Holiday Lighting to Artistic Holiday Designs. 29 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby 30 approve an Agreement between the City and Artistic Holiday Designs for Citywide Holiday 31 Lighting in an amount not to exceed $110,000 per year (the "Agreement"), in form and substance RESOLUTION NO. R25-280 32 similar to that attached as Exhibit A. 33 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby 34 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any 35 ancillary documents required under the Agreement or necessary to accomplish the purposes of 36 the Agreement, including any term extensions as provided in the Agreement, provided such 37 documents do not modify the financial terms or material terms. 38 SECTION 5. The City Clerk shall retain the fully executed Agreement as a public record 39 of the City. A copy of the fully executed Agreement shall be provided to Melanie Gayahpersad 40 and Taralyn Pratt to forward to the Vendor. 41 SECTION 6. This Resolution shall take effect in accordance with the law. 42 43 44 [SIGNATURES ON THE FOLLOWING PAGE] 45 RESOLUTIONNNO. R25-280 46 PASSED AND ADOPTED this �/ 5 - day of OC___ �P.- 2025. 47 CITY OF BOYNTON BEACH, FLORIDA 48 YES NO 49 Mayor- Rebecca Shelton 50 51 Vice Mayor-Woodrow L. Hay 52 53 Commissioner-Angela Cruz ✓ 54 55 Commissioner-Thomas Turkin ✓ 56 57 Commissioner-Aimee Kelley 58 59 VOTE 60 ATT ST: 61 62 LA I,. II � 63 Maylee De -sus, MPA, C •ebecca Shelton 64 City Cler Mayor 65vp�(NTON�.\ 66 ...It? APPROVED AS TO FORM: 60%67 (Corporate Seal) a c' 1i SEAL ' ► 68 � INCORPORATED; $ 69 1920 ;: /�,(, 70 1+�� '••.,• ..... 71 • / Shawna G. Lamb 71 " FLOR\? r City Attorney I AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND ARTISTIC HOLIDAY DESIGNS, FOR CITYWIDE HOLIDAY LIGHTING MULTI-YEAR CONTRACT THIS AGREEMENT("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Artistic Holiday Designs a corporation authorized to do business in the State of Florida, with a business address of 4417 SE 16`h PL #13, Cape Coral, FL 33904, hereinafter referred to as "VENDOR" each a "Party" and collectively the "Parties". In consideration of the mutual benefits, terms, and conditions hereinafter specified the Parties agree as set forth below. WHEREAS the City issued Request for Proposals No. 25-053R (the "RFP") pursuant to state and local law to solicit proposals for Citywide Holiday Lighting Multi-Year Contract (the "Services"); and WHEREAS Contractor responded to the RFP by submitting its Proposal dated August 13, 2025 (the "Proposal"), and WHEREAS the City created an evaluation committee, reviewed all proposals responses and scored the proposals in accordance with the criteria outline in the RFP; and WHEREAS the City selected Contractor as the best qualified to perform the Services; and WHEREAS the City desires to engage Contractor to provide such services to the City on an as- needed basis according to the terms and subject to the conditions set forth in this Agreement. NOW THEREFORE, for and in consideration of the mutual covenants and promises as hereinafter set forth and of the faithful performance of such covenants and conditions, the City and Contractor do hereby agree as follows: 1. SERVICES. a. Services Contractor shall provide the type of services described in the Scope of Services attached hereto as Exhibit A (which services are hereinafter referred to as the "Services"). Contractor may be requested to provide specific Services for various and different tasks or projects. Contractor shall render the Services in a diligent, careful, thorough, and professional manner consistent with sound business practice and shall at all times provide City with the most sound and reasonable recommendations and advice. The standard of care for all Services performed or furnished by the Contractor under this Agreement will be the care and skill ordinarily used by members of the Contractor's profession practicing under similar circumstances or at the same time and in the same locality. b. Use of Subcontractors Contractor shall utilize only the subcontractors identified in its Proposal to provide the Services. Contractor shall obtain written approval of City before changing or modifying any subcontractors, which shall be automatically updated upon such written approval. Contractor shall bind in writing each approved subcontractor to the terms stated in this Agreement, provided that this provision shall not, in and of itself, impose the insurance requirements set forth in Article 24 on Contractor's subcontractors. 2. TERM. This Agreement shall be for an initial term of THREE (3) years, commencing on October 22, 2025, and shall remain in effect through October 21, 2028 ("Initial Term"), unless otherwise terminated or extended as provided in this Agreement. The City reserves the right to renew the Agreement for one (1) additional two-year renewal term (the "Extension Term") on the same terms and conditions stated in this Agreement, subject to Contractor's satisfactory performance as determined by the City, determination by the City that renewal will be in the best interest of the City, RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 1 and confirmation that Contractor is the sole source to provide the Services. The Mayor is authorized to execute the term extension amendment(s). If Contractor requests a rate change at the time of renewal, such change shall not become effective until a written amendment is approved by the City Commission and duly executed by the Parties. 3. TIME FOR PERFORMANCE. a. Commencement of Work. Services under the Agreement shall commence upon the City giving written notice to the Contractor to proceed along with a purchase order. Contractor shall perform all Services and provide all deliverables required pursuant to this Agreement. Time is of the essence for the Contractor's performance of the duties, obligations, and responsibilities required by this Agreement. b. Delays; Untimely Performance. i. Delays; No Fault of Contractor. If Contractor is unable to timely complete all or any portion of the Services because of delays resulting from untimely review by the City or other governmental agencies having jurisdiction over the project and such delays are not the fault of Contractor, or because of delays caused by factors outside the control of Contractor, the City shall grant a reasonable extension of time for completion of the Services. It shall be the responsibility of the Contractor to notify the City in writing whenever a delay in approval by a governmental agency is anticipated or experienced and whenever a delay has been caused by factors outside of the Contractor's control and to inform the City of all facts and details related to the delay. Contractor must provide such written notice to the City within three (3) business days after the occurrence of the event causing the delay. ii. Delays Due to Contractor. If Contractor fails to substantially complete the Services in whole or in part on or before the date established in the purchase order, Contractor shall pay City its proportional share of any claim for damages arising out of the delay. This section shall not affect either Party's indemnification rights or obligations otherwise outlined in this Agreement. 4. AMOUNT AND METHOD OF COMPENSATION. a. Compensation. As compensation for Services rendered by Contractor to the City , the City shall pay the Contractor an annual amount not to exceed One Hundred Ten Thousand and Zero Cents ($ 110,000.00) ("Fee") calculated based on the anniversary date of complete execution of the Agreement. The City shall have sole discretion to select lighting, decor, themes, Christmas trees, and other items from Contractor's catalog or through special order, provided that the total cost of all items and services does not exceed the annual Fee. The Fee is based on the Hourly Rates and pricing outlined in the Fee Schedule attached hereto as Exhibit B and incorporated into this Agreement by reference. The Fee shall be the sole compensation paid to Contractor in connection with the rendition of the Services and the performance of all of its other obligations under this Agreement and shall include any out-of-pocket or other expenses, including travel expenses, incurred by Contractor. Contractor shall provide the City with current catalog pricing and availability information, as well as pricing for special order items upon request. The City reserves the right to modify its selections at any time prior to ordering, subject to the annual not-to- exceed amount. b. Subconsultant/Subcontractor Fees. If subcontractor is permitted, the Contractor shall bill the City for subcontractor fees with no markup and within any applicable maximum not- to-exceed amount. c. CPI Increases. All prices for the Initial Term are fixed in accordance with the pricing stated in the Agreement. Contractor may request a price adjustment for labor unit prices for any applicable extension term. This request must be in writing, submitted to the City at least ninety (90) days before the start of the next applicable Extension Term, and accompanied by documentation to substantiate the need for the price adjustment. RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 2 Any price adjustment will be consistent with the Consumer Price Index ("CPI"). The CPI data will be obtained from the U.S. Bureau of Labor Statistics' table for CPI for All Urban Consumers ("CPI-U"), All items in Miami-Fort Lauderdale-West Palm Beach, FL, all urban consumers, not seasonally adjusted or as amended or replaced by the agency. The City will designate a reasonably similar index if no such index is published. In its sole discretion, the City will determine if Contractor's requested adjustment is in the City's best interest based on current market conditions and information regarding similar services in the area. City approval is required for any price adjustment requested by Contractor; the City will provide written notification to Contractor of City's decision to approve or reject any requested adjustment. The City may also initiate a price adjustment consistent with the CPI-U; unless otherwise stated in the Agreement, Contractor's written approval is required for any price adjustment initiated by City. If approved by the City, the CPI price adjustment percentage is calculated as follows: the difference of the CPI current period less the CPI previous period, divided by the CPI previous period, times 100. The CPI current period means the most recently published monthly index before the Agreement's annual anniversary.The CPI previous period means for the same month of the prior year. Any year's CPI price adjustment percentage will not exceed a maximum change of three percent (3%). Contractor acknowledges that any adjustment is at the City's sole discretion, and if the City does not approve any such adjustment, Contractor is obligated to perform the Services in full for the entire Term without the requested adjustment to pricing. 5. 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 Contractor: Samantha Barkus Artistic Holiday Designs 4417 SE 16th PL#13 Cape Coral, FL 33904 Telephone: (815) 708-1709 Email: Samanthab@artisticholidaydesigns.com 6. INVOICES AND PAYMENT. Invoices must identify the PO number and project description, and should be mailed to: Boynton Beach Finance Department Attn: Accounts Payable P.O. Box 310 Boynton Beach, FL 33425 Invoices shall show the nature of the service and dates(s) of service. Invoices based on hourly rates shall show the actual hours worked, the person performing services, the nature of the service, the hourly rate, and the dates(s) of service. Invoices may be submitted after such services are performed; however, all services rendered before September 30th of any given year must be invoiced by September 30th of that year. RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 3 Payment shall be made only for services performed and completed pursuant to this Agreement. 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 Contractor, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Contractor of liability for the defective, faulty, or incomplete rendition of the Services. 7. TAX EXEMPT. Prices applicable to the City do not include applicable state and local sales, use, and related taxes.The City is exempt from state and local sales and use taxes and shall not be invoiced for the same. The City will provide the Contractor with proof of tax-exempt status upon request. 8. SOVEREIGN IMMUNITY. Nothing contained in this Agreement nor contained herein shall be considered nor construed to waive the City's rights and immunities under the common law or section 768.28, Florida Statutes, as may be amended. 9. ATTORNEY'S FEES. If either Party brings suit to enforce the Agreement, each Party shall bear its own attorney's fees and court costs. 10. PUBLIC RECORDS. The City is a 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 when utilizing non-City-owned equipment. 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 compatible with the City's information technology systems. e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CityClerk(@bbfl.us 11. DISCRIMINATORY VENDOR AND SCRUTINIZED COMPANIES LISTS; COUNTRIES OF CONCERN. Contractor represents that it has not been placed on the"discriminatory vendor list"as provided in Section 287.134, Florida Statutes, and that it is not a"scrutinized company"pursuant to Sections 215.473 or 215.4725, Florida Statutes. Contractor represents and certifies that it is not, and for the duration of the Term, will not be, ineligible to contract with City on any of the grounds stated in Section 287.135, Florida Statutes. Contractor represents that it is, and for the duration of the term will remain, in compliance with Section 286.101, Florida Statutes. RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 4 12. E-VERIFY. Contractor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including registering and using 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 termination date. If this Agreement is terminated for a violation of the statute by Contractor, Contractor may not be awarded a public contract for one (1) year after the date of termination. 13. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Contractor or any subcontractor will have access to an individual's personal identifying information under this Agreement. Contractor represents and certifies: (i) Contractor is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in Contractor; and (iii)Contractor is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. On or before the effective date of this Agreement, Contractor and any subcontractor that will have access to personal identifying information shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice for purposes of Section 6. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 14. ANTI-HUMAN TRAFFICKING. On or before the effective date of this Agreement, Contractor shall provide City with an affidavit attesting that the Contractor does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 15. COUNTRIES OF CONCERN. The Contractor represents that it is and will remain in compliance with Section 286.101, Florida Statutes, for the duration of the term. 16. PUBLIC ENTITY CRIME ACT. Contractor represents that it is familiar with the requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Agreement will not violate that Act. Contractor further represents that there has been no determination that it committed a "public entity crime" as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Contractor has been placed on the convicted vendor list. 17. CONTINGENT FEE. Contractor represents and warrants that it has not employed or retained any person or entity, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement and that it has not paid or agreed to pay any person or entity, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. If this Agreement is subject to Section 287.055, Florida Statutes, the Parties agree and stipulate that the statutory language stated in Section 287.055(6)(a) is deemed included and fully incorporated herein. 18. TRUTH-IN-NEGOTIATION REPRESENTATION. Contractor's compensation under this Agreement is based upon its representations to City. Contractor certifies that the wage rates, factual unit costs, and other information supplied to substantiate Contractor's compensation, including, without limitation, in the negotiation of this Agreement, are accurate, complete, and current as of the date Contractor executes this Agreement.Contractor's compensation may be reduced by City, in its sole discretion, to correct any inaccurate, incomplete, or noncurrent information provided to City as the basis for Contractor's compensation in this Agreement. 19. DULY LICENSED. Contractor represents that it is duly licensed to perform the Services under this Agreement and will continue to maintain all licenses and approvals required to conduct its business. RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 5 20. FORCE MAJEURE. If the performance of this Agreement, or any obligation hereunder, is prevented by reason of hurricane, earthquake, or other casualty caused by nature, epidemic, pandemic, or other public health emergency, or by labor strike, war, or by a law, order, proclamation, regulation, ordinance of any governmental agency (collectively, "Force Majeure Event"), the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance to the extent of such prevention, provided that the affected Party shall first have taken reasonable steps to avoid and remove such cause of non-performance and shall continue to take reasonable steps to avoid and remove such cause, and shall promptly notify the other Party in writing and resume performance hereunder whenever such causes are removed; provided, however, that if such inability to perform due to the Force Majeure Event exceeds sixty (60) consecutive days, the Party that was not prevented from performance by the Force Majeure Event has the right to terminate this Agreement upon written notice to the other Party. This section shall not supersede or preclude the exercise of any right either Party may otherwise have to terminate this Agreement. 21. DISPUTES. Any disputes that arise between the parties regarding the performance of this Agreement and 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. 22. TERMINATION. a. Termination for Convenience. This Agreement may be terminated by either Party for convenience upon fourteen (14) calendar days of written notice. In this event, the Contractor shall be compensated for services performed through the termination date, including services reasonably related to termination. b. Termination for Cause. In addition to all other remedies available to the aggrieved Party, this Agreement shall be subject to cancellation by either Party for cause, should the other Party 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 thirty (30) calendar days after receipt by the defaulting Party of written notice of such neglect or failure. c. In the event of termination, the City shall compensate the Contractor for all authorized work satisfactorily performed through the termination date under the payment terms contained in this Agreement. Contractor 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 transitioning its consulting duties to appropriate parties at the direction of the City. d. 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 property rights, insurance, indemnification, governing law, and litigation shall survive termination of this Agreement and remain in full force and effect. 23. INDEMNIFICATION. The Contractor shall indemnify and hold harmless the City, and its officers and employees (collectively "indemnified party", from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor and other persons employed or utilized by the Contractor in the performance of the contract (collectively, a "Claim"). If any Claim is brought against an Indemnified Party, Contractor shall, upon written notice from City, defend each Indemnified Party with counsel satisfactory to City or, at City's option, pay for an attorney selected by the City Attorney to defend the Indemnified Party.The obligations of this section shall survive the expiration or earlier termination of this Agreement. If considered necessary by the Contract Administrator and the City Attorney, any sums due Contractor under this Agreement may be retained by City until all Claims subject to this indemnification obligation have been settled or otherwise resolved. Any amount withheld shall not be subject to payment of interest by City. RFP No.25-053R-Citywide Holiday lighting-Multi-Year Contract 6 The Contractor shall also be liable to the City for all costs, expenses, attorneys'fees, and damages which may be incurred or sustained by the City by reason of the Consultant's breach of any of the provisions of the contract. Contractor shall not be responsible for negligent acts of the City or its employees. Further, the Contractor shall hold the City harmless and indemnify the City for any funds that the City is obligated to refund the Federal Government arising out of the conduct, activities, or administration of the Agreement by the Contractor. 24. INSURANCE. At the time of execution of this Agreement, the Contractor shall provide the City with a copy of its Certificate of Insurance reflecting the insurance coverage required by Attachment A. 25. LIMITATION OF LIABILITY. Notwithstanding any provision of the Agreement to which it is applicable, City shall not be liable or responsible to Contractor beyond the amount remaining due to Contractor 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 Consultant for punitive or exemplary damages or lost profits or consequential damages. 26. INDEPENDENT CONTRACTOR. The Agreement does not create an employee/employer relationship between the Parties. The Parties intend that Contractor is an independent contractor under this Agreement and shall not be considered the City's employee for any purpose. Contractor shall not have the right to bind City to any obligation not expressly undertaken by City under this Agreement 27. COMPLIANCE WITH LAWS. Contractor hereby always warrants and agrees that material to the Agreement, Contractor 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. 28. BREACH OF REPRESENTATIONS. Contractor acknowledges that City is materially relying on the representations, warranties, and certifications of Contractor stated in its Proposal and this Agreement, and City shall be entitled to exercise any or all of the following remedies if any such representation,warranty,or certification is untrue: (a) recovery of damages incurred; (b)termination of this Agreement without any further liability to Consultant; (c) set off from any amounts due Contractor the total amount of any damage incurred; and (d) debarment of Contractor. 29. ASSIGNMENT. If this Agreement and any interests granted herein shall be assigned, transferred, or otherwise encumbered under any circumstances by Contractor, Contractor must gain prior written consent from City thirty (30) business days before such transfer. For purposes of this Agreement, any company ownership change shall constitute an assignment that requires the City's approval. Notwithstanding the foregoing, Contractor 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 its assets related to this Agreement. Contractor shall provide City written notice of any such corporate reorganization, consolidation, merger, or sale of substantially all its assets related to this Agreement within thirty (30) calendar days of such event. 30. NO LIEN. The Contractor shall not at any time permit any lien, attachment, or any other encumbrance under the laws of the State of Florida, or otherwise, by any person or persons whomsoever to be filed or recorded against the City, against any City property or money due or to become due for any work done or materials furnished under this Agreement by Contractor. 31. 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. 32. NON-EXCLUSIVE. This Agreement is non-exclusive. City may retain additional entities to perform the same or similar work. 33. REPRESENTATION OF AUTHORITY. Contractor represents and warrants that this Agreement constitutes the legal, valid, binding, and enforceable obligation of Contractor and that neither the execution nor performance of this Agreement constitutes a breach of any agreement that RFP No.25-053R Citywide Holiday Lighting-Multi-Year Contract 7 Contractor has with any third party or violates applicable law. Contractor further represents and warrants that execution of this Agreement is within Contractor's legal powers, and each individual executing this Agreement on behalf of contractor is duly authorized by all necessary and appropriate action to do so on behalf of contractor and does so with full legal authority. 34. RIGHTS IN DOCUMENTS AND WORK. a. Ownership. All videos, photographs, documents, materials, data, or other work created by Contractor in connection with performing services, whether finished or unfinished ("Documents and Work"), shall be owned by City, and Consultant hereby transfers to City all right, title, and interest, including any copyright or other intellectual property rights, in or to the Documents and Work. b. Delivery Upon Expiration or Termination of Agreement. Upon expiration or termination of this Agreement, the Documents and Work shall become the property of City and shall be delivered by Contractor to City within seven (7) days after expiration or termination. Any compensation due to Contractor may be withheld until all Documents and Work are received as provided in this Agreement. Contractor shall ensure that the requirements of this section are included in all agreements with all subcontractor(s). c. Reuse of Project Documents. City may, at its option, reuse (in whole or in part) the resulting end-product or deliverables resulting from Contractor's Services (including, but not limited to, drawings, specifications, other documents, and services as described herein); and Contractor agrees to such reuse in accordance with this provision. Notwithstanding the foregoing, any modifications made by the City to any of the Contractor's documents, or any reuse of the documents, will be at the City's sole risk and without liability to the Contractor. 35. CONTRACTOR'S STAFF. Contractor will provide the key staff identified in its Proposal if they are in Contractor's employment.Contractor will obtain prior written approval from the City to change key staff. Contractor shall provide City with such information as necessary for City to determine the suitability of proposed new key staff. City will be reasonable in evaluating key staff qualifications. If City desires to request removal of any of Contractor's staff, City shall first meet with Contractor and provide reasonable justification for said removal; upon such reasonable justification, Contractor shall use good faith efforts to remove or reassign the staff at issue. 36. THIRD-PARTY BENEFICIARIES. Neither Contractor nor City intends to primarily or directly benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. 37. MATERIALITY AND WAIVER OF BREACH. Each requirement, duty, and obligation set forth in this Agreement was bargained for at arm's length and is agreed to by the Parties. Each requirement, duty, and obligation set forth in this Agreement is substantial and essential to the formation of this Agreement, and each is, therefore, a material term. City's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach shall not be deemed a waiver of any subsequent breach and shall not be construed as a modification of this Agreement. To be effective, any waiver must be in writing and signed by an authorized signatory of the Party granting the waiver. 38. COUNTERPARTS AND MULTIPLE ORIGINALS. This Agreement may be executed in multiple originals and may be executed in counterparts, whether signed physically or electronically, each of which shall be deemed to be an original, but all of which,taken together,shall constitute one and the same agreement. 39. NON-DISCRIMINATION. Contractor and any subcontractors shall not discriminate based on race, color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual orientation, pregnancy, or gender identity and expression in the performance of this Agreement. 40. 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 RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 8 the RFP and/or Proposal, the provisions shall be given precedence in the following order: (1) this Agreement, (2)the RFP; and (3)the Proposal. Wherever possible, the provisions of the documents shall be construed in such a manner as to avoid conflicts between the provisions of the various documents. 41. ENTIRE AGREEMENT. The Agreement, including the RFP, the Proposal, and the Exhibits that are incorporated into this Agreement in their entirety, embody the entire agreement and understanding of the parties concerning the subject matter of this Agreement and supersede all prior and contemporaneous agreements and understandings, oral or written, relating to said subject matter. This Agreement may only be modified by a written amendment executed by the City and Contractor. 42. 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. (Signatures on following page) RFP No.25-053R-Citywide Holiday lighting-Multi-Year Contract 9 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF YNTON BEACH, FLORIDA ARTISTIC HOLIDAY DESIGNS Artistic Holiday Designs Rebe ca Shelton, Mayor (Signature), Company Derek Norwood Print Name of Authorized Official C.E.O. Title Approved as to Form: aa.„-,, Aiyi Shawna G. Lamb, City Attorney (Corporate Seal) Attest/Authenticated: Atte ./Authenticated: A (Signature), Witness aylee 4Pei' •us, City Clerk Print Name pY N TON��`� cp exLinA1 .„ ►►►, s SEAL :_ ' U • 4 it ;INCORPORATED! ell . 1920 •: tw'‘. FLOR\O' RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 10 r EXHIBIT A SCOPE OF SERVICES SCOPE OF SERVICES TO BE PERFORMED: The City reserves the right to change or choose City locations, City property areas, lighting, decor, themes, Christmas trees, and other items from the Contractor's catalog, or through special order, at any time prior to ordering, provided that the total cost of all items and services does not exceed the annual not-to-exceed amount. HOLIDAY LIGHTING INSTALLATION: A. CITYWIDE LIGHTING COVERAGE: • Installation of Christmas lights on street poles, trees, buildings, parks, and public spaces. • Decorative lighting installation at City Hall, community centers, major roadways, and high- traffic areas. • Provide a concept drawing and decor plan. B. COMMUNITY CENTERS: • Senior Center • Hester Center • Sims Center • Tennis Center • Denson Pool • IPC • Fire Stations C. LIST OF ALL PARK LOCATIONS: • Barrier Free Park: Address: 3111 S CONGRESS AVENUE • Eco Park (under development): Address: 3500 QUANTUM BOULEVARD • Ezell Hester, Jr. Community Center& Park: Address: 1901 N SEACREST BOULEVARD • Sara Sims Park: Address: 209 NW 9TH COURT • Wilson Park: Address: 225 NW 12TH AVENUE • Harvey E. Oyer Park: Address: 2010 N FEDERAL HIGHWAY • Intracoastal Park: RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 11 Address: 2240 N FEDERAL HIGHWAY • Jaycee Park: Address: 2600 S FEDERAL HIGHWAY • Oceanfront Park: Address: 6415 N OCEAN BOULEVARD • Promenade Park: Address: 700 E MARINA WAY • Little League Park: Address: 300 W WOOLBRIGHT ROAD • Officer Joseph Crowder Park & Dog Park: Address: 800 RENAISSANCE COMMONS BOULEVARD • Centennial Park: Address: 120 E OCEAN AVENUE • Heritage Park: Address: 100 W MARTIN LUTHER KING JR. BOULEVARD • Kapok Park: Address: 123 E OCEAN AVENUE • Kiwanis/Sierra Park: Address: 2215 NE 4TH STREET • Veterans Memorial Park, Tom Kaiser, USN: Address: 411 N FEDERAL HIGHWAY • Betty Thomas Park: Address: 2882 SE 2nd STREET • Boynton Lakes Park: Address: 300 BOYNTON LAKES BOULEVARD • Dewey Park: Address: 100 NE 4TH STREET • Forest Hills Park: Address: 2500 SW 8TH STREET • Hibiscus Park: Address: 660 SW 1ST AVENUE • Knollwood Park: Address: 8121 LAWRENCE ROAD • Laurel Hills Park: Address: 515 NW 7TH STREET • Meadows Park: Address: 4305 N CONGRESS AVENUE • Pence Park: Address: 600 SE 4TH STREET • Pioneer Canal Park: Address: 848 NW 13TH AVENUE RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 12 • The Links Golf Course: Address: 8020 JOG ROAD D. ENTRYWAY FEATURES • Proposers shall submit designs for custom entryway lighting and decorative features. • Designs should include illuminated arches, themed signage, or lighted tunnels to serve as focal points at key city entryways. • Provide a concept drawing and decor plan Entry Areas: • Fire Station 3— Miner and Congress • Meadows Park—Congress and Miner Blvd • Police Department—Gateway and High Ridge • Little League Field —Woolbright and Seacrest • Barrier Free Park—Congress, South of N Charter Drive • Intracoastal Park—2240 N Federal Hwy • Harvey Oyer Boat Ramp—2010 N Federal Hwy • Jaycee Park—Federal Highway and SE 27th Terrace • Gateway and Federal E. CHRISTMAS TREE(S) • Provide, install, and removal of the Christmas Tree 35 feet tall or greater • Installation of a Christmas Tree Topper. • Decorative lighting and decorations to match the requested holiday theming. • Provide a concept drawing and decor plan. F. AMPHITHEATERS • Decorative lighting and decorations. • Provide a concept drawing and decor plan. • Sara Sims Amphitheater: Address: 209 NW 9TH COURT • Centennial Park Amphitheater: Address: 120 E. OCEAN AVENUE G. LIGHTING TYPES & DECORATIONS • String lights, icicle lights, net lights, and rope lighting. • Animated or synchronized lighting displays. • Pole-mounted decorations and LED motifs. • Holiday-themed sculptures, figures, or illuminated ornaments, etc. H. MAINTENANCE & MONITORING • Routine checks to ensure all lights are operational throughout the holiday season. • Replacement of defective lights or components within 24 hours of a service request. RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 13 I. REMOVAL • Timely removal of all lighting displays by January 10'. • Safe and efficient removal without damage to City property. J. Installation Requirements • The holiday lighting installation schedule is a week prior to Thanksgiving Day. • Vendor can only use City Sidewalks or Turf Areas during installation and removal if the vendor agrees to reimburse the City for the cost to repair any damages caused as a result. • All equipment, lifts, and installation teams must operate from designated areas or City- approved access points to avoid damage to landscaping and sidewalks. K. Onsite Presence for annual Holiday Lighting Ceremony • The awarded vendor must have a representative onsite prior to and during the official City of Boynton Beach Holiday Lighting Ceremony to ensure lighting displays function correctly and to troubleshoot any issues in real time. • The vendor shall coordinate with City staff prior to the event to test all lighting elements. RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 14 EXHIBIT B FEE PROPOSAL RFP No.25-053R-Citywide Holiday Lighting-Multi-Year Contract 15 Part* DescriptionDimensions Quantity Amphitheater-CentenniallParkPark-Tree 1411111111111111111111 410682 Polygon Tree+Cone Tree Topper H 32.88 ON 28 63ft x D 28.638 1 Kapok Park Thee 1111111.11111111111.111111111111101111111r " Branch Wrap-PW Mini Lights 1 tree-200 strands per tree 200 409251 Jubilee Walk Thru Ornament H 14.43ft x W 15.74ft x D 6.568 1 Banyan Thee -.41111111110.11.1111111111111 11111111PMMMIMIMIMIM" qIIIIIIIIIIIIIIIIIIM Branch Wrap-PW Mini Lights 2 trees-250 strands per tree 500 Amphitheater-Centennial Park '1.11111111111.1111111,11.1r 'I"i "..IIIIIIIIIIIIIIIIIIIIIIII 901090 2D Ornament Arch-Blue H 13.128 x W 14 76ft x D 3.25ft 2 409534 2D/3D Enchanted Blue Ornament H 9.84ft x W 7 54ft x D 2 62ft 1 203884 Infinity White Ornament H 9.8ft x W 9.8.8 x L 9.8ft 2 202631 Elsa Throne H 8.53ft x W 5.41 ft x D 3 93ft 1 412637 Reindeer in White with Silver Spangles H 9.848 x W 6.238 x13 2.62ft 1 203122 Frozen Reindeer 9 8ft H 9.88 x W 7.228 x D 3.12ft 1 411533 Animated Star H 9.84ft x W 9.84ft x 0 9.848 1 204439 Blue Edeco Giftbox H 3.288 x W 2.628 5 413033 Crystal Flake H 3.28ft x W 3.28ft 1 203587/415501 2D Amaya White W 3.28ft 2 C9s Blue 220 ft 220 Branch Wrap-PW Mini Ughts On evergreen trees-10 strands per 2 trees 20 Poles in Town Square 1111.1.1111.111116 IIIIIIIIIIIIIIIIIIIIIIIIIIIMIIIII Canopy Wrap-PW Mini Lights 18 poles 4 strands per pole 72 Sara Sims Park Amp. MIMIIIIIIIIIIIV 4111111111111111111111111.111111111111111111.11 413036 Star Archway Crossing H 8.2ft x L 19.68ft 1 Garland Pure White 4 poles-3 per pole 12 Wreath-PW lights&Blue Estate 6ft 1 Trunk Wrap Palm Trees-Pure White 4 Trees- 10 strands per 40 Icicle Lights on Fence Line-Pure White 575' 83 Barrier Free Park Address:3111 S CONGRESS AVENUE 203489 2D Blue Two Ornament Display-5.74ft H 5 748 x W 11.488 1 408476 2D/3D Enchanted Pure Snowflake H 9 84ft x W 9.88 x D 2 62ft 1 Meadows Park Address 4305 N CONGRESS AVENUE 203188 Snowflake Tree H 19.685ft x W 9 84ft x D 9 84ft 1 203461 2D Blue Giftbox with Ornament Display-8 2ft H 8.2ft x W 11.48ft 2 Lease Bundle Subtotal w/additional 60%discount $68,601.75 Additional Management Discount to meet budget -$6,969.34 Lease Bundle FINAL Subtotal $61,632.41 Field Services Install, Dismantle&Equipment $34,000.00 On Site Service During the Event $1,500.00 Shipping 2 Trucks-2 ways 4 $18,000.00 Discount on Shipping Year -$5,132.41 Tax Exempt $0.00 TOTAL $11.0,000.00 Artistic Holiday Designs 2025 13 ATTACHMENT A INSURANCE REQUIREMENTS The City of Boynton Beach DIVISION OF RISK MANAGEMENT 100 E.Ocean Avenue I Boynton Beach,Florida 33435 G \ U (P):561-742.6271 I (F):561-742-6274 �� www.boynton-beach.org tiro N VENDOR INSURANCE REQUIREMENTS — PROCUREMENT 1. INSURANCE REQUIREMENTS: The successful bidder/contractor/firm or individual entering a resulting contract with the City shall provide, pay for and maintain in full force and affect at all times during the services to be performed the applicable insurance as set forth below. (Proof that insurance meets the City's requirements must be provided prior to providing services to the City of Boynton Beach.) Commercial General Liability Coverage must be afforded under a Commercial General Liability policy with limits not less than: • $1,000,000 each occurrence • $3,000,000 annual aggregate for Bodily Injury,Personal Injury, and Advertising Injury • $1,000,000 per occurrence for Property Damage • $1,000,000 each occurrence and $2,000,000 project aggregate for Products and Completed Operations Policy must include coverage for Contractual Liability, Independent Contractors. Business Automobile Liability Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than $1,000,000 combined single limit each accident. If the Contractor does not own vehicles, the Contractor shall maintain coverage for Hired and Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Professional Liability/Malpractice Coverage must be afforded under a Professional/Allied Health/Malpractice Liability policy with limits not less than: • $2,000,000 each occurrence • $3,000,000 annual aggregate Workers' Compensation and Employer's Liability Coverage must be afforded per Chapter 440, Florida Statutes. Any contractor performing work on behalf of the City must provide Workers' Compensation insurance of at least the statutory requirements in addition to Employer's Liability in the amount not less than $1,000,000 per accident.Exceptions and exemptions will be allowed by the City's Risk Management Department, if they are in accordance with Florida Statute. The Contractor and its insurance carrier waive all subrogation rights against the City,a political subdivision of the State of Florida,its officials,employees,and volunteers for all losses or damages. The City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from AMERICA'S GATEWAY TO THE GULFSTREAM-Attachment A 16 others or equivalent. Contractor must be in compliance with all applicable State and federal workers'compensation laws, including the U.S. Longshore and Harbor Workers' Compensation Act or Jones Act, if applicable. For any Contractor who has exempt status as an individual, the City requires proof of Worker Compensation insurance coverage for that Contractor's employees, leased employees, volunteers, and any workers performing work in execution of this Contract. If the Contractor has applied for a workers' compensation exemption,the City does not recognize this exemption to extend to the employees of the Contractor. The Contractor is required to provide proof of coverage for their employees, leased employees, volunteers and any workers performing work in execution of this Contract. This applies to all contractors including but not limited to the construction industry. Contractors Pollution Liability Coverage For sudden and gradual occurrences and in an amount not less than$1,000,000 per claim arising out of this Contract, including but not limited to, all hazardous materials identified under the Contract. Contractor must keep insurance in force until the third anniversary of expiration of this Contract or the third anniversary of acceptance of work by the CITY. Property Coverage (Builder's Risk) Coverage must be afforded in an amount not less than 100% of the total project cost, including soft costs,with a deductible of no more than$25,000 each claim. Coverage form shall include,but not be limited to: • All Risk Coverage including Flood and Windstorm with no coinsurance clause • Guaranteed policy extension provision • Waiver of Occupancy Clause Endorsement,which will enable the City to occupy the facility under construction/renovation during the activity • Storage and transport of materials,equipment, supplies of any kind whatsoever to be used on or incidental to the project • Equipment Breakdown for cold testing of all mechanized, pressurized, or electrical equipment For installation of property and/or equipment, Contractor must provide Builder's Risk Installation insurance to include coverage for materials or equipment stored at the project site, while in transit, or while stored at a temporary location. Coverage limit must be no less than replacement cost. This policy shall insure the interests of the owner,contractor,and subcontractors in the property against all risk of physical loss and damage and name the City as a loss payee.This insurance shall remain in effect until the work is completed and the property has been accepted by the City. Insurance Certificate Requirements a. The Contractor shall provide the City with valid Certificates of Insurance (binders re unacceptable)no later than thirty(30) days prior to the start of work contemplated in this Contract. b. The Contractor shall provide a Certificate of Insurance to the City with a thirty (30) day notice of cancellation; ten (10) days' notice if cancellation is for nonpayment of premium. c. In the event that the insurer is unable to accommodate the cancellation notice requirement, it shall be the responsibility of the Contractor to provide the proper notice. Such notification will be in writing by registered mail, return receipt requested,and addressed to the certificate holder. d. In the event the Contract term goes beyond the expiration date of the insurance policy,the Contractor shall provide the City with an updated Certificate of Insurance no later than AMERICA'S GATEWAY TO THE GULFSTREAM-Attachment A 17 ten(10)days prior to the expiration of the insurance currently in effect.The City reserves the right to suspend the Contract until this requirement is met. e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form. If any coverage is provided on a claims-made form, the certificate will show a retroactive date,which should be the same date of the initial contract or prior. f. The City shall be named as an Additional Insured on all liability policies, with the exception of Workers' Compensation. g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation insurance policy. h. The Contract, Bid/Contract number, event dates, or other identifying reference must be listed on the certificate. The Certificate Holder should read as follows: City of Boynton Beach Attn: Risk Management 100 E. Ocean Ave Boynton Beach,FL 33435 The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible,co-insurance penalty,or self-insured retention; including any loss not covered because of the operation of such deductible, co- insurance penalty, self-insured retention, or coverage exclusion or limitation. Any costs for adding the City as an Additional Insured shall be at the Contractor's expense. If the Contractor's primary insurance policy/policies do not meet the minimum requirements,as set forth in this Contract, the Contractor may provide an Umbrella/Excess insurance policy to comply with this requirement. The Contractor's insurance coverage shall be primary insurance as respects to the City,a political subdivision of the State of Florida, its officials, employees,and volunteers. Any insurance or self- insurance maintained by the City, its officials, employees, or volunteers shall be excess of Contractor's insurance and shall be non-contributory. Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for work contemplated in this Contract shall be deemed unacceptable and shall be considered breach of contract. All required insurance policies must be maintained until the contract work has been accepted by the City, and/or this Contract is terminated. Any lapse in coverage shall be considered breach of contract. In addition, Contractor must provide confirmation of coverage renewal via an updated certificate should any policies expire prior to the expiration of this Contract.The City reserves the right to review,at any time,coverage forms and limits of Contractor's insurance policies. All notices of any claim/accident(occurrences) associated with this Contract,shall be provided to the Contractor's insurance company and the City's Risk Management office as soon as practical. It is the Contractor's responsibility to ensure that all independent and subcontractors comply with these insurance requirements. All coverages for independent and subcontractors shall be subject to all of the requirements stated herein. Any and all deficiencies are the responsibility of the Contractor. NOTE: These are minimal insurance requirements. Additional insurance, (e.g., Sexual Assault and Molestation, etc.) may be required based upon the type of event, event location, and/or number of participants. Revised 04/25/2025 AMERICA'S GATEWAY TO THE GULFSTREAM-Attachment A 18