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HomeMy Public PortalAboutFire Feasibility Study Nov. 2015Lf 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 Page 17 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 Page 18 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: Page 19 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. Page 20 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 Page 21 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 Page 22 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. Page 23 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 Page 24 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, Page 25 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 Page 26 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 Page 2B