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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
THIS AGREEMENT, is made and entered into this 1IOTA_ day of November, 2015 by and
between the Town of Gulf Stream, a municipal corporation, with principal offices located at 100
Sea Road, Gulf Stream, Florida 33483 (the "TOWN") and
Matrix Crmenl ting Grotl, LTD.., a LTD. corporation, with principle offices
located at 908 wisp St., aI�l l er TX 76248 (the "SERVICE
PROVIDER") for the preparation of a fire operational study, pursuant to RFP No. 15-100.
WHEREAS, on September 25, 2015, the TOWN published a Request for Proposals RFP #
15-100 procuring qualified vendors to perform a fire operational study; and
WHEREAS, on Oct. 30 . 2015, the TOWN received 4 responses to its
RFP; and Matrix Consulting
WHEREAS, LTD. Inert represents that it is willing and able to provide the
required services to assist the TOWN in preparing a fire operational study; and
WHEREAS, the Town has determined that the recommendation and ranking of the Selection
Committee is in the best interests of the Town..
WHEREAS, the Town desires to enter into an Agreement with Matrix Consulting Group, LTD.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises, terms and
conditions set forth herein, and other good and valuable consideration, TOWN and SERVICE
PROVIDER do hereby agree as follows:
ARTICLE 1
DEFINITIONS AND IDENTIFICATIONS
1.1 The above recitals are true and correct and are incorporated herein as if set forth in full
hereunder.
1.2 Agreement — means this document, Articles 1 through 7, inclusive. Other teams and conditions
are included in the exhibits and documents that are expressly incorporated by reference.
1.3 Commission—The Town Commission.
1.4 Contract Administrator — The Town Manager, or the designee of such Town Manager.
The primary responsibilities of the Contract Administrator are to coordinate and communicate
with SERVICE PROVIDER and to manage and supervise execution and completion of the
Scope of Services and the terms and conditions of this Agreement as set forth berein. In the
administration of this Agreement, as contrasted with matters of policy, all parties may rely on
the instructions or determinations made by the Contract Administrator; provided, however,
that such instructions and determinations do not change the Scope of Services.
1.5 Town Attomey— The chief legal counsel for the TOWN.
1.6 Services —The Services consist of the work described in Article 2.
1.7 Service Provider( Matrix Consulting Group, LTD.
1.8 TOWN—The Town ofGulfStream, Palm Beach County, Florida
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
ARTICLE 2
SCOPE OF SERVICES
2.1 SERVICE PROVIDER agrees to provide the TOWN with a complete Fire Operational
Study, in both paper and electronic medium, in complete accordance with the requirements
contained in the Request for Proposals RFP No. I5-100, attached hereto and incorporated by
reference into this Agreement, as Exhibit "A", and SERVICE PROVIDER's response to
RFP No. 15-100, attached to and incorporated by reference into this Agreement as Exhibit
.:d„
2.2 The TOWN shall provide SERVICE PROVIDER with access to such records, employees, and
information that may be necessary for SERVICE PROVIDER to complete its Services.
ARTICLE 3
TIME FOR
PERFORMANCE
3.1. In accordance with SERVICE PROVIDER's proposal, the services shall be initialed within
ten (10) days, from the execution of this Agreement, and shall be completed within ninety
(90) calendar days thereafter.
ARTICLE 4
COMPENSATION
4.1 SERVICE PROVIDER shall be compensated in the amount specified in its proposal, which is
not to exceed a flat rate amount of Thi r dine Thnncand_Dollars
(S 39, 000.00 j for the successful completion of the scope of services.
4,2 Upon tendering its final report to the TOWN, SERVICE PROVIDER shall provide TOWN
with an invoice for its Services. Upon review, and acceptance ofSERVICE PROVIDER's final
report, the TOWN shall process and shall remit payment to SERVICE PROVIDER within
thirty (30) calendar days from receipt of SERVICE PROVIDER's invoice, and in accordance
with the Florida Prompt Payment Act, unless there is a dispute as to the invoice or to the wort:
product provided. In the event of dispute, the TOWN shall notify the SERVICE PROVIDER
within ten (10) days of receipt of the invoice.
4.3 To prevent litigation, it is agreed by the parties hereto that Town Manager shall solely
decide all questions, claims, difficulties and disputes of, whatever nature, which may arise
relative to this Agreement, including but not limited to, SERVICE PROVIDER's fulfillment
of its obligations under this Agreement as to the character, quality, amount and value of any
work done and materials famished, or proposed, to be done or furnished, under or by reason
of the Agreement. The Town Manager's decision shall be reduced to writing, and a copy
furnished to the SERVICE PROVIDER within a reasonable time following submission to
the Town of the question, claim, difficulty or dispute as referenced above. The Town
Manager's decision shall be final and conclusive.
4.4 No modifications to SERVICE PROVIDER's compensation or scope of services shall occur,
unless in a writing specifically executed in the same formality as this Agreement. SERVICE
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No, 15-100
PROVIDER shall not be entitled to seek any additional compensation, for any Services
performed prior to receiving written authorization by the TOWN.
ARTICLE 5
INSURANCE
5.1 SERVICE PROVIDER shall cavy the following minimum types of Insurance:
A. (If required by law) WORKER'S COMPENSATION: Worker's Compensation
Insurance is to apply to all employees in compliance with the "Workers'
Compensation Law" of the State of Florida and all applicable federal laws.
SERVICE PROVIDER shall cavy Worker's Compensation Insurance with the
statutory limits, which shall include employer's liability insurance with a limit of
not less than Five Hundred Thousand Dollars ($500,000) for each accident, and
Five Hundred Thousand Dollars ($500,000) for each disease. Policy(ies) must be
endorsed with waiver of subrogation against Town.
B. BUSINESS AUTOMOBILE LIABILITYINS IRAN SERVICE PROVIDER
shall carry business automobile liability insurance with minimum limits of Two
Hundred and Fifty Thousand Dollars ($250,000) per occurrence, combined single
limits bodily injury liability and property damage. The policy must be no more
restrictive than the latest edition of the business automobile liability policy without
restrictive endorsements, as filed by the Insurance Services Office, and must include all
owned vehicles and all hired or non -owned vehicles.
C. COMMER fA . GENERAL .1AB dTl': SERVICE PROVIDER shall carry
Commercial General Liability Insurance with limits of not less than Five Hundred
Thousand Dollars ($500,000) per occurrence combined single limit for bodily injury
and property damage limit occurrence and One Million Dollars ($1,000,000) general
aggregate. The insurance policymust include coverage that is no more restrictive than
the latest edition of the commercial general liability policy, without restrictive
endorsements as filed by the Insurance Service Office, and the policy must include
coverages for premises and/or operations, independent SERVICE PROVIDER's,
products and/or completed operations for contracts, contractual liability, broad form
contractual coverage, broad form property damage, products, completed operations,
and personal injury. Personal injury coverage shall include coverage that has the
employee and contractual exclusions removed.
5.2 SERVICE PROVIDER shall provide The TOWN with a copy of the Certificates of
Insurance or endorsements evidencing the types of Insurance and coverages required by this
Section prior to beginning the performance of any Services under this Agreement and, at any
time thereafter, upon request by the TOWN.
5.3 SERVICE PROVIDEWs Insurance Policies shall be endorsed to provide the TOWN with at
least thirty (30) calendar days prior written notice of cancellation, non -renewal, restrictions,
or reduction in coverages or limits. Notice shall be sent to:
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
Town of Gulf Stream
William H. Thrasher, Town Manager
100 Sea Road
Gulf Stream, Florida 33483
and
Jones, Foster, Johnson & Stubbs, P.A., Town Attorneys
Attention: John C. Randolph, Esq.
505 S. Flagler Drive
Post Office Bos 3475
West Palm Beach, Florida 33402-3475
5.4 If the insurance policy is a "claims -made" policy, then SERVICE PROVIDER shall
maintain such Insurance Coverage for a period of five (5) years after the expiration or
termination of the Agreement or any extensions or renewals of the Agreement. Applicable
coverages may be met by keeping the policies in force, or by obtaining an extension of
coverage commonly known as a reporting endorsement of tail coverage.
5.5 If any of SERVICE PROVIDER's Insurance policies includes a general aggregate limit and
provides that claims investigation or legal defense costs are included in the general aggregate
limit, the general aggregate limit that is required shall be no more than five (5) times the
occurrence limits specified above in this article.
5.6 The SERVICE PROVIDER shall not commence operations, and/or labor to complete any of
the Services pursuant to this Agreement until certification or proof of insurance issued directly
by the insurance company underwriting department, detailing terms and provisions of
coverage, has been received and approved by the Town.
5.7 If any of SERVICE PROVIDER's initial insurance expires prior to the completion of the
Services, renewal copies of Policies shall be furnished to Town at least thirty (30) days prior
to the date of their expiration, and Town shall be listed as an additional named insured on all
of SERVICE PROVIDER's renewal policies.
5.8 UPON EXECUTION OF THIS AGREEMENT, SERVICE PROVIDER SHALL SUBMIT
TO TOWN COPIES OF ITS CERTIFICATE(S) OF INSURANCE EVIDENCING THE
REQUIRED COVERAGES REQUIRED HEREIN AND SPECIFICALLY PROVIDING
THAT THE TOWN OF GULF STREAM IS AN ADDITIONAL NAMED INSURED OR
ADDITIONAL INSURED WITH RESPECT TO THE REQUIRED COVERAGES AND
SERVICE PROVIDER'S SERVICES UNDER THE AGREEMENT.
5.9 The official title of the owner is "Town of Gulf Stream'. This official title shall be used in all
insurance policies and documentation.
5.10 All required insurance policies shallprecludeanyinsurer'sorundervriter'srights ofrecoveryor
subrogation against Town with the express intention of the parties being that the required
insurance coverage protects both parties as the primary coverage for any and all losses covered
by the above described insurance.
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
S.lI SERVICE PROVIDER shall ensure that any company issuing insurance to satisfy the
requirements contained in this Agreement agrees that they shall have no recourse against Town
for payment or assessments in any form on any policy of insurance.
5.12 The clauses "Other Insurance Provisions" and "Insured Duties in the Event of an Occurrence,
Claim or Suit" as it appears in any policy of insurance in which Town is named as an additional
named insured shall not apply to Town in any respect. Town shall use its best efforts to
provide written notice of occurrence within thirty (30) working days of Town's actual notice
of such event.
5.13 Notwithstanding any a ther provisions ofthis Agreement, SERVICE PROVIDER's obligation to
maintain all required insurance as specified in this Section of the Agreement shall survive the
expiration or termination of this Agreement.
ARTICLE 6
TERMINATION
6:1 This Agreement may be terminated for cause by the aggrieved party if the party in breach has
not corrected the breach within fourteen (14) calendar days after written notice from the
aggrieved party identifying the breach, or for convenience by the TOWN upon no less than
thirty (30) days written notice. This Agreement may also be terminated by Contract
Administrator upon such notice, as the Contract Administrator deems appropriate under the
circumstances in the event Contract Administrator determines that termination is necessary to
protect the public health and safety. An erroneous termination for cause shall be considered a
termination for convenience.
6.2 Termination of this Agreement for cause by the TOWN shall include, but not be limited
to, negligent, intentional or repeated submission for payment of false or incorrect bills or
invoices, failure to continuously perform work in a manner calculated to meet or
accomplishes the objectifies as set forth in this Agreement, or multiple breach of this
Agreement. Repeated failure to supply the goods and services shall be cause -in -need for the
TOWN to procure in the open. market goodstservices meeting or similar to those specified in
the Agreement and obligate the SERVICE PROVIDER to pay the TOWN any increase in
costs occasioned thereby.
6.3. Notice of termination shall be provided in accordance with the "NOTICES" section of this
Agreement except that notice of termination by Contract Administrator which Contract
Administrator deems necessary to protect the public health, safety, or welfare may be verbal
notice whichshallbe promptlyconfirmed inwriting in accordance with the"NOTICES"section of
this Agreement.
6.4 In the event this Agreement is terminated for convenience, SERVICE PROVIDER shall be
paid for any services properly performed to the date the Agreement is terminated; however,
upon being notified of TOWN's election to terminate, SERVICE PROVIDER shall refrain from
performing further services or incurring additional expenses under the terns of this
Agreement. SERVICE PROVIDER acknowledges and agrees that ten ($10.00) dollars of the
compensation to be paid to TOWN, the receipt and adequacy of which is hereby
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
acknowledged by SERVICE PROVIDER, is given as specific consideration to SERVICE
PROVIDER forTOWN's right to terminate this Agreement byeonvenience.
ARTICLE 7
MISCELLANEOUS
7.1 PUBLIC ENTITY CRIME ACT
SERVICE PROVIDER represents that the execution of this Agreement will not violate the Public
Entity Crime Act (Section 287.133, Florida Statutes), which essentially provides that a person or
affiliate who is a SERVICE PROVIDER, consultant, or other provider and who has been placed on
the convicted vendor list following a conviction for a public entity crime may not submit a bid on a
contract to provide any goods or services to TOWN, may not submit a bid on a contract with TOWN
for the construction or repair of a public building or public work, may not submit bids on leases of real
property to the TOWN, may not be awarded or perform work as a SERVICE PROVIDER, supplier,
sub- service provider, or consultant under a contract with TOWN, and may not transact any business
with TOWN in excess of the threshold amount provided in Section 287.017, Florida Statutes, for
category two purchases for a period of 36 months from the date of being placed on the convicted
vendor list. Violation of this section shall result in termination of this Agreement and recovery of all
monies paid by the TOWN pursuant to this Agreement, and may result in debarment from
TOWN's competitive procurement activities.
In addition to the foregoing, SERVICE PROVIDER further represents that there has been no
determination, based on an audit, that it committed an act defined by Section 287.133, Florida
Statutes, as a "public entity crime" 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 SERVICE
PROVIDER has been placed on the convicted vendor list.
7.2 INDEPENDENT SERVICE PROVIDER
SERVICE PROVIDER is an independent SERVICE PROVIDER under this Agreement. Services
provided by SERVICE PROVIDER pursuant to this Agreement shall be subject to the supervision
of SERVICE PROVIDER. In providing such services, neither SERVICE PROVIDER nor its agents
shall act as officers, employees, or agents of the TOWN. No partnership, joint venture, or other joint
relationship is created hereby. TOWN does not extend to SERVICE PROVIDER or SERVICE
PROVIDER's agents any authority of any kind to bind TOWN in any respect whatsoever.
7.3 THIRD PARTY BENEFICIARIES
Neither SERVICE PROVIDER nor the TOWN intends to directly or substantially benefit a third party
by this Agreement. Therefore, the parties agree 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
7.4 NOTICES
Whenever either party desires to give notice to the other, such notice must be in writing, sent by
certified United States Mail, postage prepaid, return receipt requested, or by hand delivery with a
request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is
intended at the place last specified. The place for giving notice shall remain the same as set forth herein
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
until changed in writing in the manner provided in this section. For the present, the parties designate
the following:
FOR TOWN: William H. Thrasher, Town Manager
Town of Gulf Stream
100 Sea Road
Gulf Stream, Florida 33483
With a copy to:
Jones, Foster, Johnston & Stubbs, P.A., Town Attorneys
Attention John C. Randolph, Esq.
505 South Flagler Drive, Suite 1100
Post Office Box 3475
West Palm Beach, FL 33402-3475
FOR SERVICE PROVIDER:
Matrix Cons ting Group. LTD.
908 Wise Street
Keller. Texas 76248
7.5 ASSIGNMENT AND PERFORMANCE
Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by either
party. In addition, SERVICE PROVIDER shall not subcontract any portion of the Services required
by this Agreement unless approved in writing by the Town Manager.. SERVICE PROVIDER
represents that each person who will render services pursuant to this Agreement is duly qualified to
perform such services by all appropriate governmental authorities, where required, and that each such
person is reasonably experienced and skilled in the area(s) for which he or she will render his or her
services. SERVICE PROVIDER shall perform its duties, obligations, and services under this
Agreement in a skillful and respectable manner.
7.6 CONFLICTS
Neither SERVICE PROVIDER, nor its employees, shall have or hold any continuing or frequently
recurring employment or contractual relationship that is substantially antagonistic or incompatible with
SERVICE PROVIDER's loyal and conscientious exercise of judgment and care related to its
performance under this Agreement. SERVICE PROVIDER further agrees Utat none of its officers or
employees shall, during the term of this Agreement, serve as an expert witness against the TOWN in
any legal or administrative proceeding in which he, she, or SERVICE PROVIDER is not a party,
unless compelled bycourt process. Further, SERVICE PROVIDER agrees that such persons shall not
give sworn testimony or issue a report or writing, as an expression of his or her expert opinion,
which is adverse or prejudicial to the interests of the TOWN in connection with any such pending or
threatened legal or administrative proceeding unless compelled by court process. The limitations of
this section shall not preclude SERVICE PROVIDER or any persons in any way from representing
themselves, including giving expert testimony in support thereof in any action or in any
administrative or legal proceeding.
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
In the event SERVICE PROVIDER is permitted pursuant to this Agreement to utilize sub -service
providers to perform any Services required by this Agreement, SERVICE PROVIDER agrees to
require such sub -service provider, by written contract, to comply with the provisions of this section to
the same extent as SERVICE PROVIDER.
7.7 MATERIALITY AND WAIVER OF BREACH
The TOWN and SERVICE PROVIDER agree that each requirement, duty, and obligation set forth
herein is substantial and important to the formation of this Agreement and, therefore, is a material
term hereof.
The Town's failure to enforce anyprovision o (this Agreement shall not be deemed a waivero f
such provision or modification of this Agreement. A waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a
modification of the terms of this Agreement.
7.8 COMPLIANCE WITH LAWS
SERVICE PROVIDER shall comply with all federal, state, and local laws, codes, ordinances, rules,
and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement.
7.9 SEVERANCE
In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the
remaining provisions shall continue to be effective unless the TOWN or SERVICE PROVIDER elects
to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be
made within seven (7) days after the finding by the court becomes final.
7.10 JOINT PREPARATION
The parties acknowledge that they have sought and received whatever competent advice and counsel
necessary for them to form a full and complete understanding of all rights and obligations herein and
that the preparation of this Agreement has been their joint effort. The language agreed to expresses
their mutual intent and the resulting document shall not, solely as a matter ofjudicial construction, be
construed more severely against one of the parties than the other.
7.11 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any term, statement, requirement, or provision of any
exhibit attached hereto, any document or events referred to herein, or any document incorporated
into this Agreement by reference and a term, statement, requirement, or provision of Articles I
through 7 of this Agreement, the term, statement, requirement, or provision contained in Articles 1
through 7 shall prevail and be given effect.
7.12 JURISDICTION, VENUE, WAIVER OF JURY TRIAL, ATTORNEY'S FEES
This Agreement shall be interpreted and construed in accordance with and governed by the laws of the
state of Florida. Any controversies or legal problems arising out of this Agreement and any action
involving the enforcement or interpretation of any rights hereunder shall be submitted to the
jurisdiction of the state courts of the Fifleenth Judicial Circuit and venue for litigation arising out of this
Agreement shall be in such state courts. By entering into this Agreement, SERVICE PROVIDER and
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
the TOWN hereby expressly waive any rights either party may have to a trial by jury of any civil
litigation related to this Agreement.
In the event either party to this Agreement incurs legal fees, legal expenses or costs to enforce the
terms of this Agreement on trial or on appeal at all levels, the prevailing party shall be entitled to
recover the reasonable costs of such action so incurred, including, without limitation, reasonable
attomey's fees, costs and expertwitness fees incurred.
7.13 AMENDMENTS
No modification, amendment, or alteration in the terms or conditions contained herein shall be
effective unless contained in a written document prepared with the same or similar formality as this
Agreement and executed by the Contract Administrator.
7.14 PRIOR AGREEMENTS
This document represents the final and complete understanding of the parties and incorporates or
supersedes all prior negotiations, correspondence, conversations, agreements, and understandings
applicable to the matters contained herein. The parties agree that there is no commitment, agreement, or
understanding concerning the subject matter of this Agreement that is not contained in this written
document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated
upon any prior representation or agreement, whether oral or written.
7.15 DRUG-FREE WORKPLACE
It is a requirement of TOWN that it enter into contracts only with firms that certify the establishment
of a drug-free workplace in accordance with Florida Statute 287.087. Execution of this Agreement by
SERVICE PROVIDER shall serve as SERVICE PROVIDER's required certification that it either has
or that it will establish a drug-free work place in accordance with Florida Statute 287.087.
7.16 NO INTEREST
Any monies which are the subject of a dispute regarding this Agreement and which are not paid by
TOWN when claimed to be due shall not be subject to interest. All requirements inconsistent with
this provision are hereby waived by SERVICE PROVIDER.
7.17 INCORPORATION BY REFERENCE
Theattached Exhibits"A"and "B" are incorporated into and made a part of this Agreement.
7.18 REPRESENTATION OF AUTHORITY
Each individual executing this Agreement on behalf of a party hereto does hereby represent and
warrant that he or she is, on the date he or she signs this Agreement, duly authorized by all
necessary and appropriate action to execute this Agreement on behalf of such party.
7.19 CONTINGENCY FEE
SERVICE PROVIDER warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for SERVICE PROVIDER, to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or
firm, other than a bona fide employee working solely for SERVICE PROVIDER, any fee,
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TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
commission, percentage, gift, or other consideration contingent upon or resulting from the award or
making of this Agreement. For a breach or violation of this provision, TOWN shall have the right to
terminate this Agreement without liability at its discretion, or to deduct from the Agreement price or
otherwise recover the full amount of such fee, commission, percentage, gift or consideration.
7.20 MULTIPLE ORIGINALS
Multiple copies of this Agreement may be executed by all parties, each of which, bearing original
signatures, shall have the force and effect of an original document.
7.21 SOVEREIGN IMMUNITY
Nothing in this Agreement is intended nor shall it be construed or interpreted to waive or modify the
TOWN's Sovereign Immunity defense or any other of the TOWN's immunities and limitations on
liability as provided for in Florida Statutes, as now worded or as may hereafter be amended and all
Florida case law interpreting same.
7.22 WORK MADE FOR HIRE
The Services specified herein shall be deemed to be a work made for hire. As such, any material
prepared as a result of this Agreement shall be deemed to be the intellectual property of the TOWN.
7.23 NON-DISCRIMINATION
SERVICE PROVIDER shall not discriminate against any client, employee or applicant for
employment because of race, gender, age, color, religion, sex, national origin, physical or mental
disability, marital status or medical status. SERVICE PROVIDER shall take affirmative action to
ensure that any permitted sub -service providers, Independent SERVICE PROVIDER's, and
employees are treated without discrimination in regard to their race, gender, color, religion, sex,
national origin, disability, or medical status. SERVICE PROVIDER shall comply with all
applicable sections of the Americans with Disabilities Act. SERVICE PROVIDER agrees that
compliance with this Article constitutes a material condition to this Agreement, and tial it is
binding upon the SERVICE PROVIDER, its successors, transferees, and assignees for the period
during which any Services are provided. SERVICE PROVIDER further assures that all sub -service
providers and independent SERVICE PROVIDER's are not in violation of the terms of this Section
of the Agreement.
7.24 TAXES AND COSTS
All federal, state and local taxes relating to SERVICE PROVIDER's Services under this Agreement
shall be paid by the SERVICE PROVIDER.
7.25 PUBLIC RECORDS
The TOWN is subject to Chapter 119, Florida Statutes, the "Public Records Law." No claim of
confidentiality or proprietary information in all or any portion of a response will be honored unless
a specific exemption from the Public Records Law exists and it is cited in the response. An
incorrectly claimed exemption does not disqualify the firm, only the exemption claimed. SERVICE
PROVIDER understands that the public shall have access, at all reasonable limes, to all documents
and information pertaining to Town's contracts, subject to the provisions of Chapter 119, Florida
Statutes, and agrees to allow access by the Town and the public to all documents subject to
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OM
TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
disclosures under applicable law. SERVICE PROVIDER's failure or refusal to comply with the
provisions of this section shall result in the immediate cancellation of this Agreement by Town.
7.26 TIME IS OF THE ESSENCE
Time is of the essence for the performance of all of SERVICE PROVIDER's obligations under this
Agreement
7.27 TRUTH -IN -NEGOTIATION CERTIFICATE.
Signature of this Agreement by SERVICE PROVIDER shall act as the execution of a truth -in -
negotiation certificate stating that wage rates and other factual unit costs supporting the
compensation of this Agreement are accurate, complete, and current at the time of contracting.
7.28 INSPECTOR GENERAL
The Contractor acknowledges that he is aware that the Inspector General of Palm Beach County has
the authority to investigate and audit matters relating to the negotiation and performance of this
contract, and in furtiteranee thereof may demand and obtain records and testimony from the
Contractor and its subcontractors and lower tier subcontractors. The Contractor understands and
agrees that in addition to all other remedies and consequences provided by law, the failure of the
Contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Inspector
General when requested maybe deemed by the Town to be a breach of this contract justifying its
termination.
IN WITNESS WHEREOF, the parties have rpade and execute this Agreement on the respective
dates under each signature: MtLix PRSUI-t:biM and THE TOWN OF GULF STREAM,
signing by and through its Town M ager and the Town's Mayor duly authorized to execute same
on this day 13th of November, 2015.
[SIGNATURES ON FOLLOWING
PAGE]
Page V
TOWN OF GULF STREAM, FLORIDA
Request for Proposals, RFP No. 15-100
Witness
SERVICE PROVIDER
By
Print
Dated_Ia/1e!/
/5
TOWN OF GULF STREAM
By
William r, Town Manager
By w'
Sc 'tt . Morgan, May
Attest: ,.&�,& `
Rita Taylor, To% n Clerk
Dated: A -I ?--I-f,
APPROVED, AS TO LEGAL FORM AND SUFFICIENCY:
John C. Randolph, Town'Attomey
i
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