R22-182 1 RESOLUTION NO. R22-182
2
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA APPROVING
5 AND AUTHORIZING THE CITY MANAGER TO SIGN A PIGGY-BACK
6 AGREEMENT FOR THE PURCHASE OF OT CYBER AND NETWORK DESIGN
7 SERVICES FROM GRAYMATTER SYSTEMS, LLC OF WARRENDALE, PA IN
8 THE AMOUNT OF $71,205.00 UTILIZING COLLIER COUNTY CONTRACT
9 17-7189 AND APPROVING AND AUTHORIZING THE CITY MANAGER TO
10 SIGN A PIGGY-BACK AGREEMENT FOR THE PURCHASE OF NETWORK
11 EQUIPMENT FROM GRAYMATTER SYSTEMS LLC OF WARRENDALE, PA IN
12 THE AMOUNT OF $313,529.55 UTILIZING GSA SCHEDULE
13 47QSWA18D008F; AND PROVIDING AN EFFECTIVE DATE.
14
15
16 WHEREAS, the Utilities Department operational technology (OT) network, which
17 supports the Utilities Supervisory Control and Data Acquisition (SCADA) systems, is currently
18 using network infrastructure that is end-of-life; and
19 WHEREAS, the new network equipment, design, and configuration will ensure that the
20 Utilities Department (OT) network complies with OT network best practices; and
21 WHEREAS, GSA Contract 47QSWA18D008F was awarded to Carahsoft Technology
22 Corporation which has a participating dealer agreement with GrayMatter Systems, LLC that
23 allows GrayMatter Systems, LLC to utilize Carahsoft Technology Corporation's GSA contract; and
24 WHEREAS, the City Commission of the City of Boynton Beach, Florida deems it to be in
25 the best interests of the citizens and residents of the City of Boynton to approve and authorize
26 the City Manager to sign a piggy-back Agreement for the purchase of OT Cyber and Network
27 Design Services from GrayMatter Systems, LLC of Warrendale, PA in the amount of $71,205.00
28 utilizing Collier County contract 17-7189 and Approve and authorize the City Manager to sign a
29 piggy-back Agreement for the purchase of network equipment from GrayMatter Systems LLC of
30 Warrendale, PA in the amount of $313,529.55 utilizing GSA schedule 47QSWA18D008F.
31 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
32 BOYNTON BEACH, FLORIDA, THAT:
33
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34 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
35 being true and correct and are hereby made a specific part of this Resolution upon adoption
36 hereof.
37 Section 2. The City Commission hereby approves and authorizes the City Manager
38 to sign a piggy-back Agreement for the purchase of OT Cyber and Network Design Services
39 from GrayMatter Systems, LLC of Warrendale, PA in the amount of $71,205.00 utilizing Collier
40 County contract 17-7189 and approves and authorizes the City Manager to sign a piggy-back
41 Agreement for the purchase of network equipment from GrayMatter Systems LLC of Warrendale,
42 PA in the amount of $313,529.55 utilizing GSA schedule 47QSWA18D008F. A copy of each
43 Agreement is attached hereto and incorporated herein as Exhibits "A" and "B" respectively.
44 Section 3. This Resolution shall become effective immediately upon passage.
45 PASSED AND ADOPTED this 6th day of December, 2022.
46 CITY OF BOYNTON BEACH, FLORIDA
47 YES NO
48
49 Mayor—Ty Penserga
50
51 Vice Mayor—Angela Cruz
52 /
53 Commissioner—Woodrow L. Hay
54
55 Commissioner- Thomas Turkin
56 /
57 Commissioner-Aimee Kelley
58 5—o
59 VOTE
60 ATES • , r �
61 1 _./I
t ��r -
62 Mayle- D;esus, MPA, MC Ty Pe- sera
63 City Cler' - Mayor
64 .•.•NTp �1 /
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65 : : F ,���, . . . . 50, , ,�. ., R .
66 (Corporate Seal) fc.)=1 SEAL
67 S ;INCORPORATED/ 1Michael D. Cirullo, Jr.
68 ski •'•.•1920• • % City Attorney
``% FLORIOP
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i
Y'
AGREEMENT FOR
PURCHASE OF OPERATIONAL TECHNOLOGY PRODUCTS
/^� 1
This Agreement is made as of this (S� day of etnALer ,2022 by and Gray Matter
Systems,LLC with a principal address 100 Global View Drive,Suite 200, Warrendale,PA 15086,
hereinafter referred as "Contractor", 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, FL 33435, hereinafter referred to as"City".
RECITALS
WHEREAS,in order to maintain the Utilities Department operational technology network
systems,the City's Water Utilities department is requesting the City enter into an Agreement with
Gray Matter Systems, LLC to purchase technology products for new network equipment that
supports the Utilities Supervisory Control and Data Acquisition(SCADA) systems;and
WHEREAS, General Services Administration (GSA) Agreement No. 47QSWAI8D008F
was multi-awarded to Carahsoft Technology Corp., 11493 Sunset Hill Rd.,Suite 100, Reston, VA
20190 for the sale of networking, software, and technology products. Carahsoft Technology Corp
has a Dealer Agreement with Gray Matter Systems. LLC pursuant to Agreement No. PDA-GRM-
06152022 as a Participating Dealer to sell authorized technology products.
WHEREAS, to purchase technology products for new network equipment that supports
the Utilities Supervisory Control and Data Acquisition(SCADA)systems;in the estimated amount
of $384,734.55 based on Agreement No. 47QSWA18D008F for a one (1) year term renewed
thereafter for four (4), one (1) year renewal periods subject to the appropriation of funds,
satisfactory performance and determination that the contract renewal is in the best interest of the
City. Agreement Commencing 11/16/2022 through 11/15/2023; and
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
Section 1. The foregoing recitals are true and correct and are hereby incorporated in this
Agreement.
Section 2. The City and Gray Matter Systems, LLC agree that Gray Matter Systems, LLC
shall provide technology products for new network equipment that supports the Utilities
Supervisory Control and Data Acquisition(SCADA)systems;in the amount of$384,734.55 based
upon the General Services Administration(GSA)Agreement No. 47QSWAI8D008F, and Dealer
100533341 1306-9001821
Piggyback Agreement—Gray Matter Systems,LLC
4
Agreement with Gray Matter Systems, LLC pursuant to Agreement No. PDA-GRM-06152022 for
a one(1)year term commencing November 16,2022,a copy of which is attached hereto as Exhibit
"A"and Exhibit"B", except as hereinafter provided:
A. All Notices to the City shall be 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: Michael D. Cirullo,Jr.,City Attorney
Goren, Cherof. Doody& Ezrol, PA.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, FL 33308
Telephone: (954) 771-4500
Facsimile: (954) 771-4923
B. The following terms and conditions are hereby incorporated into the Agreement:
TAX EXEMPT. Prices applicable to 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. Upon request City will provide Contractor with proof of tax-exempt status.
SOVEREIGN IMMUNITY. Nothing contained in 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.
BINDING AUTHORITY. Each person signing this Addendum 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 Addendum.
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.
PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are
exempt from public records disclosure until thirty(30)days after the opening of the Bid unless the
City announces intent to award sooner, in accordance with Florida Statutes 119.07.
The City is a public agency subject to Chapter 119, Florida Statutes. The Vendor 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;
100533394 1306-9001112)I
Piggyback Agreement—Gray Matter Systems,LLC 2
B. Upon request from the City's custodian of public records, provide the City with a copy of
the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as
otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and, following completion of the contract, Contractor shall
destroy all copies of such confidential and exempt records remaining in its possession once
the Contractor transfers the records in its possession to the City;and
D. Upon completion of the contract,Contractor shall transfer to the City,at no cost to the City,
all public records in Contractor's possession All records stored electronically by
Contractor must be provided to the City, upon request from the City's custodian of public
records,in a format that is compatible with the information technology systems of the City.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
MAYLEE DE JESUS, CITY CLERK
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
dejesusm@bbfl.us
SCRUTINIZED COMPANIES - 287.135 AND 215.473. By execution of this Agreement,
Contractor certifies that Contractor is not participating in a boycott of Israel. The Contractor
further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list,not on
the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in
business operations in Syria. Subject to limited exceptions provided in state law,the City will not
contract for the provision of goods or services with any scrutinized company referred to above.
Submitting a false certification shall be deemed a material breach of contract. The City shall
provide notice, in writing, to the Contractor of the City's determination concerning the false
certification. The Contractor shall have five (5) days from receipt of notice to refute the false
certification allegation. If such false certification is discovered during the active contract term,the
Contractor shall have ninety (90) days following receipt of the notice to respond in writing and
demonstrate that the determination of false certification was made in error. If the Contractor does
not demonstrate that the City's determination of false certification was made in error then the City
shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135,
Florida Statutes,as amended from time to time.
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Piggyback Agreement—Gray Matter Systems.LLC 3
E-VERIFY.Contractor certifies that it is aware of and complies with the requirements of Section
448.095. Florida Statutes, as may be amended from time to time and briefly described herein
below.
1. Definitions for this Section:
A. "Contractor" means a person or entity that has entered or is attempting to
enter into a contract with a public employer to provide labor, supplies, or
services to such employer in exchange for a salary, wages, or other
remuneration. "Contractor" includes, but is not limited to, a vendor or
consultant.
B. "Subcontractor" means a person or entity that provides labor, supplies, or
services to or for a contractor or another subcontractor in exchange for a
salary,wages,or other remuneration.
C. "E-Verify System" means an Internet-based system operated by the United
States Department of Homeland Security that allows participating
employers to electronically verify the employment eligibility of newly hired
employees.
2. Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes,
effective January 1. 2021, Contractors, shall register with and use the E-Verify System in
order to verify the work authorization status of all newly hired employees.Contractor shall
register for and utilize the U.S. Department of Homeland Security's E-Verify System to
verify the employment eligibility of:
A. All persons employed by a Contractor to perform employment duties within
Florida during the term of the contract; and
B. All persons (including sub-vendors/sub-consultants/sub-contractors)
assigned by Contractor to perform work pursuant to the contract with the
City of Boynton Beach. The Contractor acknowledges and agrees that
registration and use of the U.S. Department of Homeland Security's E-
Verify System during the term of the contract is a condition of the contract
with the City of Boynton Beach; and
C. The Contractor shall comply with the provisions of Section 448.095, Fla.
Stat., "Employment Eligibility," as amended from time to time. This
includes, but is not limited to registration and utilization of the E-Verify
System to verify the work authorization status of all newly hired employees.
Contractor shall also require all subcontractors to provide an affidavit
attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a
copy of such affidavit for the duration of the contract. Failure to comply
will lead to termination of this Contract, or if a subcontractor knowingly
violates the statute, the subcontract must be terminated immediately. Any
challenge to termination under this provision must he filed in the Circuit
Court no later than twenty (20)calendar days after the date of termination.
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Piggyback Agreement—Gray Matter Systems.LLC 4
Termination of this Contract under this Section is not a breach of contract
and may not be considered as such. If this contract is terminated for a
violation of the statute by the Contractor, the Contractor may not be
awarded a public contract for a period of one (1) year after the date of
termination.
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 in Palm Beach County, Florida. This Agreement shall be construed under
Florida Law.
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.
TERMINATION FOR CONVENIENCE. This Agreement may be terminated by the City for
convenience, upon fourteen(14)days of written notice by the terminating party to the other party
for such termination in which event the Contractor shall be paid its compensation for services
performed to the termination date, including services reasonably related to termination. In the
event that the Contractor abandons the Agreement or causes it to be terminated, the Contractor
shall indemnify the City against loss pertaining to this termination.
TERMINATION FOR CAUSE. In addition to all other remedies available to City, this
Agreement shall be subject to cancellation by City for cause, should Contractor 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)days after receipt by Contractor of
written notice of such neglect or failure.
INDEMNIFICATION. Contractor shall indemnify and hold harmless the City, its elected and
appointed officers, agents, assigns and employees, consultants, separate contractors, 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,judgements,or decrees,
sustained by the City arising out of or resulting from (A) Contractor's performance or breach of
Agreement, (B)acts or omissions, negligence, recklessness, or intentional wrongful conduct by )
Contractor's, its agents, employees, subcontractors, participants, and volunteers, and (C) )
Contractor's failure to take out and maintain insurance as required under this Agreement. )
Contractor'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,judgements. and attorneys' fees which
may issue thereon. The obligations of this section shall survive indefinitely regardless of
termination of Agreement.
LIMITATION OF LIABILITY. Notwithstandingprovision of the Agreement to which anyg htt
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,
IW433'94 130(.900I6:1
Piggyback Agreement—Gray Matter Systems,LLC
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•
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contract, indemnity or otherwise; and in no event shall City be liable to Contractor for punitive or
exemplary damages or for lost profits or consequential damages.
INDEPENDENT CONTRACTOR. The Agreement does not create an employee/employer
relationship between the Parties. It is the intent of the Parties that Contractor is an independent
Contractor pursuant to the Agreement and shall not be considered the City's employee for any
purpose.
COUNTERPARTS AND EXECUTION. This Addendum may be executed by electronic
signature or by hand,in multiple originals or counterparts,each of which shall be deemed to be an
original and together shall constitute one and the same agreement. Execution and delivery of this
Addendum by the Parties shall be legally binding,valid and effective upon delivery of the executed
documents to the other Party through facsimile transmission,email,or other electronic delivery.
COMPLIANCE WITH LAWS.Contractor hereby warrants and agrees,that at all times material
to the Agreement, Contractor shall perform its obligations in compliance with all applicable
federal, state, local laws, rules and regulations, including Section 501.171, Florida Statutes. Non-
compliance may constitute a material breach of the Agreement.
ASSIGNMENT. In the event 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) days before such transfer. For purposes of
Agreement,any change of ownership of COMPANY shall constitute an assignment which requires
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 of its assets related to this Agreement.Contractor 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) days of such event.
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 Contractor to refund any prepaid fees.
Section 1. Entire Agreement. The Agreement and this Addendum, and any subsequent
amendments or purchase orders signed by the Parties hereto shall constitute the entire
understanding of the Parties.
Section 2. Severability. If any provision of this Addendum or application thereof to any person or
situation shall to any extent, be held invalid or unenforceable, the remainder of this Addendum,
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.
Section 3. In the event that the Gray Matter Systems, LLC agreement with the General Services
Administration(GSA)Agreement No.47QSWA 1 8D008F is amended,or terminated,Gray Matter
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Piggyback Agreement—Gray Matter Systems,LLC 6
Systems, LLC shall notify the City within ten (10) days. In the event the Gray Matter Systems,
LLC agreement with the Carahsoft Technology Corporation is amended or terminated prior to its
expiration, this Agreement shall remain in full force and effect, and not be deemed amended or
terminated until specifically amended or terminated by the parties hereto.
Section 4. Gray Matter Systems,LLC agrees that in the event it enters into a Contract for the same
(or substantially similar) scope of services with another local government in Florida which
contains a term or condition, including fees, charges, or costs, which the City determines to be
more favorable than the terms in this Agreement, the parties shall enter into an Addendum to
provide those terms to the City.
Section 5. The insurance required shall require that the Certificate of Insurance name the City of
Boynton Beach as an additional insured.
Section 6. In all other aspects, the terms and conditions of the Gray Matter Systems, LLC
agreement are hereby ratified and shall remain in full force and effect under this Contract, as
provided by their terms.
Signature Page to follow
1005)3341 1306.9001121 I
Piggyback Agreement—Gray Matter Systems.LLC
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 GRAY MATTER SYSTEMS - .
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Daniel D ana.' (Si_
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Print Name of Authorized I fficial
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Title
Approved as to Form: /
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Michael D. Cirullo,Jr.,City Attorney (Corporate Seal)
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Attested • uthenticated:
• (Signature), Witness
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Maylee D: Je•1.,City Clerk Print Name
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100533374 13067001 821 I
Piggyback Agreement—Gray Matter Systems,LLC 8
EXHIBIT A
AGREEMENT BETWEEN GENERAL SERVICES ADMINISTION (GSA)
FOR
OPERATIONAL TECHNOLOGY PRODUCTS
AND
CARAHSOFT TECHNOLOGY CORPORATION
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Piggyback Agreement—Gray Matter Systems,LLC 9
•
AGREEMENT FOR
SCADA SUPPORT SERVICES
This Agreement is made as of this (). day ofd_ecer 2022 by and Gray Matter
Systems,LLC with a principal address 100 Global View Drive,Suite 200, Warrendale,PA 15086,
hereinafter referred as "Contractor", 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, FL 33435, hereinafter referred to as"City".
RECITALS
WHEREAS,in order to maintain the Utilities Department operational technology network
systems,the City's Water Utilities department is requesting the City enter into an Agreement with
Gray Matter Systems,LLC to design,configure,and develop network infrastructure to support the
Utilities Supervisory Control and Data Acquisition(SCADA) systems;and
WHEREAS, Gray Matter Systems, LLC has agreed to allow the City to piggyback the
Board of County Commissioners for Collier County, Florida Agreement pursuant to Agreement
No. 17-7189 to provide SCADA Support Services to design, configure, and develop network
infrastructure; in the estimated amount of$71,205.00 based on Agreement No. 17-7189 for a one
(1) year term renewed thereafter for four (4), one (1) year renewal periods subject to the
appropriation of funds, satisfactory performance and determination that the contract renewal is in
the best interest of the City. Agreement Commencing 11/16/2022 through 11/15/2023; and
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
Section 1. The foregoing recitals are true and correct and are hereby incorporated in this
Agreement.
Section 2. The City and Gray Matter Systems, LLC agree that Gray Matter Systems, LLC
shall provide SCADA Support Services to design,configure, and develop network infrastructure;
in the amount of$71,205.00 based upon the Board of County Commissioners for Collier County,
Florida Agreement No. 17-7189 for a one(1)year term commencing November 16,2022,a copy
of which is attached hereto as Exhibit"A",except as hereinafter provided:
A. All references to the Board of County Commissioners for Collier County, Florida
Agreement No. 17-7189 shall be deemed as references to the City of Boynton
Beach.
100333394 1306-9001821 1
Piggyback Agreement—Gray Matter Systems,LLC
B. All Notices to the City shall be 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: Michael D. Cirullo,Jr., City Attorney
Goren, Cherof, Doody& Ezrol,PA.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, FL 33308
Telephone: (954) 771-4500
Facsimile: (954)771-4923
C. The following terms and conditions are hereby incorporated into the Agreement:
TAX EXEMPT. Prices applicable to 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. Upon request City will provide Contractor with proof of tax-exempt status.
SOVEREIGN IMMUNITY. Nothing contained in 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.
BINDING AUTHORITY. Each person signing this Addendum 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 Addendum.
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.
PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are
exempt from public records disclosure until thirty(30)days after the opening of the Bid unless the
City announces intent to award sooner,in accordance with Florida Statutes 119.07.
The City is a public agency subject to Chapter 119, Florida Statutes. The Vendor shall comply
with Florida's Public Records Law. Specifically, the Contractor shall:
A. Keep and maintain public records required by the City to perform the service;
B. Upon request from the City's custodian of public records,provide the City with a copy of
the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in chapter 119. Fla. Stat. or as
otherwise provided by law;
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Piggyback Agreement—Gray Matter Systems,LLC 2
C. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and, following completion of the contract, Contractor shall
destroy all copies of such confidential and exempt records remaining in its possession once
the Contractor transfers the records in its possession to the City;and
D. Upon completion of the contract.Contractor shall transfer to the City,at no cost to the City,
all public records in Contractor's possession All records stored electronically by
Contractor must be provided to the City, upon request from the City's custodian of public
records,in a format that is compatible with the information technology systems of the City.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
MAYLEE DE JESUS, CITY CLERK
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
dejesusm@bbfl.us
SCRUTINIZED COMPANIES - 287.135 AND 215.473. By execution of this Agreement,
Contractor certifies that Contractor is not participating in a boycott of Israel. The Contractor
further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list,not on
the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in
business operations in Syria. Subject to limited exceptions provided in state law,the City will not
contract for the provision of goods or services with any scrutinized company referred to above.
Submitting a false certification shall be deemed a material breach of contract. The City shall
provide notice, in writing, to the Contractor of the City's determination concerning the false
certification. The Contractor shall have five (5) days from receipt of notice to refute the false
certification allegation. If such false certification is discovered during the active contract term,the
Contractor shall have ninety (90) days following receipt of the notice to respond in writing and
demonstrate that the determination of false certification was made in error. If the Contractor does
not demonstrate that the City's determination of false certification was made in error then the City
shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135,
Florida Statutes, as amended from time to time.
E-VERIFY.Contractor certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
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Piggyback Agreement-Gray Matter Systems,LLC 3
it ---- - -- --- — — - ---- - _ - --—
I'
1. Definitions for this Section:
A. "Contractor" means a person or entity that has entered or is attempting to
enter into a contract with a public employer to provide labor, supplies, or
services to such employer in exchange for a salary, wages, or other
remuneration. "Contractor" includes, but is not limited to, a vendor or
consultant.
B. "Subcontractor" means a person or entity that provides labor, supplies, or
services to or for a contractor or another subcontractor in exchange for a
salary,wages,or other remuneration.
C. "E-Verify System"means an Internet-based system operated by the United
States Department of Homeland Security that allows participating
employers to electronically verify the employment eligibility of newly hired
employees.
2. Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes,
effective January 1,2021, Contractors, shall register with and use the E-Verify System in
order to verify the work authorization status of all newly hired employees.Contractor shall
register for and utilize the U.S. Department of Homeland Security's E-Verify System to
verify the employment eligibility of:
A. All persons employed by a Contractor to perform employment duties within
Florida during the term of the contract;and
B. All persons (including sub-vendors/sub-consultants/sub-contractors)
assigned by Contractor to perform work pursuant to the contract with the
City of Boynton Beach. The Contractor acknowledges and agrees that
registration and use of the U.S. Department of Homeland Security's E-
Verify System during the term of the contract is a condition of the contract
with the City of Boynton Beach;and
C. The Contractor shall comply with the provisions of Section 448.095, Fla.
Stat., "Employment Eligibility," as amended from time to time. This
includes, but is not limited to registration and utilization of the E-Verify
System to verify the work authorization status of all newly hired employees.
Contractor shall also require all subcontractors to provide an affidavit
attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a
copy of such affidavit for the duration of the contract. Failure to comply
will lead to termination of this Contract, or if a subcontractor knowingly
violates the statute, the subcontract must be terminated immediately. Any
challenge to termination under this provision must be filed in the Circuit
Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract
and may not be considered as such. If this contract is terminated for a
violation of the statute by the Contractor, the Contractor may not be
awarded a public contract for a period of one (1) year after the date of
termination.
IMrt ii194 1 iPG cm,821;
Piggyback Agreement—Gray Matter Systems.LLC 4
Contractor pursuant to the Agreement and shall not be considered the City's employee for any
purpose.
COUNTERPARTS AND EXECUTION. This Addendum may be executed by electronic
signature or by hand,in multiple originals or counterparts,each of which shall be deemed to be an
original and together shall constitute one and the same agreement. Execution and delivery of this
Addendum by the Parties shall be legally binding,valid and effective upon delivery of the executed
documents to the other Party through facsimile transmission,email,or other electronic delivery.
COMPLIANCE WITH LAWS.Contractor hereby warrants and agrees,that at all times material
to the Agreement, Contractor shall perform its obligations in compliance with all applicable
federal,state, local laws, rules and regulations, including Section 501.171, Florida Statutes. Non-
compliance may constitute a material breach of the Agreement.
ASSIGNMENT. In the event 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) days before such transfer. For purposes of
Agreement,any change of ownership of COMPANY shall constitute an assignment which requires
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 of its assets related to this Agreement.Contractor 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)days of such event.
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 Contractor to refund any prepaid fees.
Section 1. Entire Agreement.The Agreement and any subsequent amendments or purchase orders
signed by the Parties hereto shall constitute the entire understanding of the Parties.
Section 2. In the event that the Gray Matter Systems, LLC agreement with the Board of County
Commissioners for Collier County, Florida is amended,or terminated,Gray Matter Systems,LLC
shall notify the City within ten(10)days. In the event the Gray Matter Systems, LLC agreement
with the Board of County Commissioners for Collier County, Florida is amended or terminated
prior to its expiration, this Agreement shall remain in full force and effect, and not be deemed
amended or terminated until specifically amended or terminated by the parties hereto.
Section 4. Gray Matter Systems, LLC agrees that in the event it enters into a Contract for the same
(or substantially similar) scope of services with another local government in Florida which
contains a term or condition, including fees, charges, or costs, which the City determines to be
more favorable than the terms in this Agreement, the parties shall enter into an Addendum to
provide those terms to the City.
1100533394 1306-90011121
Piggyback Agreement—Gray Matter Systems,LLC 6
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 in Palm Beach County, Florida. This Agreement shall be construed under
Florida Law.
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.
TERMINATION FOR CONVENIENCE. This Agreement may be terminated by the City for
convenience,upon fourteen(14)days of written notice by the terminating party to the other party
for such termination in which event the Contractor shall be paid its compensation for services
performed to the termination date, including services reasonably related to termination. In the
event that the Contractor abandons the Agreement or causes it to be terminated, the Contractor
shall indemnify the City against loss pertaining to this termination.
TERMINATION FOR CAUSE. In addition to all other remedies available to City, this
Agreement shall be subject to cancellation by City for cause, should Contractor 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)days after receipt by Contractor of
written notice of such neglect or failure.
INDEMNIFICATION. Contractor shall indemnify and hold harmless the City, its elected and
appointed officers, agents, assigns and employees, consultants, separate contractors, 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,judgements,or decrees,
sustained by the City arising out of or resulting from (A) Contractor's performance or breach of
Agreement, (B)acts or omissions, negligence, recklessness, or intentional wrongful conduct by )
Contractor's, its agents, employees, subcontractors, participants, and volunteers, and (C) )
Contractor's failure to take out and maintain insurance as required under this Agreement. )
Contractor'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,judgements, and attorneys' fees which
may issue thereon. The obligations of this section shall survive indefinitely regardless of
termination of Agreement.
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 Contractor for punitive or
exemplary damages or for lost profits or consequential damages.
INDEPENDENT CONTRACTOR. The Agreement does not create an employee/employer
relationship between the Parties. It is the intent of the Parties that Contractor is an independent
100533394 13069001121 I
Piggyback Agreement—Gray Matter Systems,LLC
i
Section 5. The insurance required shall require that the Certificate of Insurance name the City of
Boynton Beach as an additional insured.
Section 6. In all other aspects, the terms and conditions of the Gray Matter Systems, LLC
agreement are hereby ratified and shall remain in full force and effect under this Contract, as
provided by their terms.
•
Signature Page Wallow
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Piggyback Agreement—Gray Matter Systems.LLC 7
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 GRAY MATTER SYSTEMS, LLC.
(
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Daniel Dugger, �� _ a re) Com.any
Man .\' lir e
Print Name of Authorized Official
Coo
Title
Approv d as to Form: /
Michael D. Cirullo,Jr., 1r Attorney (Corporate Seal)
Attest/ the ticated:
Attest••/Authenticated:
(Signature), Witness
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Maylee 0 esus, City Cler Print Name
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Piggyback Agreement—Gray Matter Systems,LLC 8
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EXHIBIT A
AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA
AND
GRAY MATTER SYSTEMS, LLC
5OO 33 394 1 306-9001821
Piggyback Agreement—Gray Matter Systems,LLC 9