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1872 Lights n More piggybackTO: City Clerk ISE: Request for Services The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order \ ❑ ❑ Final Plat (original mylars) ❑ Letter of Credit ❑ ❑ Maintenance Bond ❑ ❑ Ordinance ❑ ❑ Performance Bond ❑ Resolution ® Piggyback Contract — Lights N More PBA 17/18-04 Once completed, please: ❑ Return original ❑ Return copy City Manager's signature RecordingNault Rendering City Attorney's Signature City Clerk's Signature Special Instructions: Original contract provided to City Clerk's office for their records, Please advise if you have any questions regarding the above. Thank you! From TADept_forms\City Clerk Transmittal Memo - 2009.doe 112,91 It I Date Contract/Agreement Name: Lights N More Installations Piggyback Contract PBA 17/18-04 Approval: APurcasing Ma0ger Financ Director Z,/O/ I City Attorney 1 / Zv Date Date Date Lights N More Installations LLC Piggyback Contract (PBA 17/18-04) The City of Sanford ("City") enters this "Piggyback" Contract with Lights N More Installations LLC (hereinafter referred to as the "Vendor"), under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: 1. The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with the City of West Palm Beach, Florida, said contract being identified as "MASTER SERVICES AGREEMENT — Uplifting and Repairs of Police Vehicles", (said original contract being referred to as the "original government contract"). 2. The original government contract documents are incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein. 3. Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: a) Time Period ("Term") of this Contract: (state N/A if this is not applicable). N/A. b) Insurance Requirements of this Contract: (state N/A if this is not applicable). N/A. c) Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N/A. 1 d) Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Jim Krzenski, Administrative Services Manager, Sanford Police Department, 815 Historic Goldsboro Boulevard, Sanford, Florida 32771; telephone number: 407.688.5070 (extension 5174), Fax: 407.688.5071, and whose e-mail address is JIM. KRZENSKI@Sanfordfl.gov. e) Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. f) Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. g) All the services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. h) IF THE CONTRACTORIVENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, CYNTHIA PORTER, CITY CLERK, CITY OF Sanford, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, PORTERC a@SANFORDFL.GOV. i) All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Entered this day of , 2017. SIGNATURE PAGE FOLLOWS: 3 Attest: I Ilee M allozzi M M , a, ager/Member Buddy,gallozzi Manaber Attest. Lights N More Installations LLC, a Florida. n4'hl Michael Mallozzi Manager/Member Date: City Of Sanford Cyn is Porter, City Clerk Norton N. Bonaante, Jr., ICA-CM City Manager Date: Approved as to form and legal sufficiency. William L. Colbert City Attorney Exhibit "A" [Attach original government contract] P MASTER SERVICES AGREEMENT Upfitting and Repairs of Polio Vehicles Contract No. 18765 Provider Name: LIGHTS IN MORE INSTALLATIONS, LLC Provider Address: 3516 Deerfield Road Casselberry, FL 32707 Email: lightsnmoreinstaliatons@,gmaii.com Telephone: 407-668-9982 or 954-366-8060 FEl/EIN # 46-1317074 Services: The Services shall include: upfit>ing, service and repairs of the City's polio vehicles on an as needed basis. Special Terms: Full installations shall be performed at Lights 'N More facility. Repair and service work may be performed at either a Lights `N More facility or a City facility. Work Orders: Services will be requested by City via work order. Work orders will be issued by City on an as - needed basis. Each- work order will detail the specific scope of work, schedule for completion and compensation based on the unit prices. contained in this Agreement. No work is authorized until a work order is fully executed by the City. Any amendment to a work order is not effective and not authorized until such amendment is -fully executed by the City. All terms and conditions of this Agreement will be applicable to each Work Order. upon completion of Work Order task, the Provider will submit an individual invoice, a copy of the Work Order and the appropriate completed Small Business participation form. No minimum quantity of work orders nor minimum amount of compensation is guaranteed under this Agreement No Work Order may be issued for Services to be completed after the expiration of this Agreement The form of City's work order is attached to this Agreement as Exhibit A. Work Order Completion: Work Orders shall be completed within the time indicated for each Work Order. Fee: Unit Prices: The Fee for each individual work order shalt be specified in the work order and shall be based on the following unit prices: $55/Hour for work performed at Lights 'N More facility $85/Hour for work performed at a City facility (this rate includes travel time and all costs and expenses) The City will receive a 6* discount on work order for work to be performed on 15 or more vehicles. Total Fee: The total fee to be paid by the City for all work orders issued under this Agreement shall not exceed the sum total of Fifty Thousand Dollars ($50,000). THIS AGREEMENT ("Agreement") is made by and between the PROVIDER identified above and the City of West Palm Beach {"City"), 401 Clematis Street, West Palm Beach, FL 33401, in consideration of the covenants and conditions set forth in this Agreement, the Provider and City agree as follows: FORM MASTER SVS 050713 18765 Lights'N More installations 1.4.17 1. Services City Will issue Work Orders for Services under this Master Agreement Provider shall provide all equipment materials and labor necessary to provide the services described above, and in more detail in each Work Order (the "Services"). Provider shall render the Services in a diligent careful and thorough manner consistent with good business practice. Time shall be of the essence with respect to all matters set forth In this Agreement The Senfices, shall be completed, to the City's satisfaction, in accordance with the time frames established in each Work Order. 2. Fee. The City shall pay Provider, for Services completed satisfactorily, the Fee indicated on each Work Order, based on the unit prices under this Agreement (the Teel. The Fee. shall be the sole compensation paid to Provider in connection with the rendition of the Services and the performance of any and all of its other obligations under this Agreement and shall include any out-of-pocket or other expenses, including travel expenses, incurred by Provider. The Fee established in each duly executed Work Order shall be the only basis for payment to Provider by the City_ 3. Invoices Invoices must Identify the PO number and shall be submitted to: West Palm Beach Finance Department Attn-. Accounts Payable P.O. Box 3366 West Palm Beach, FL 33402-3366. Invoices shall show the nature of the service and dates(s) of service. Invoices based on hourly rates shall show the actual hours worked, person performing services, nature of the service, hourly rate, and dates(s) of service. Invoices may be submitted no more frequently than monthly. However, all services rendered prior to September 3V of any given year are required to be invoiced by September 301b of that year. Provider shall provide W-9 to City with first Invoice. 4. Paymerrt Payment will be made within 46 days of receipt of a proper invoice in accordance with the Local Government Prompt Payment AM Section 218.70, et al., Florida Statutes. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Provider, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Provider of liability for the defective, faulty or incomplete rendition of the Services. 6. Tenn. This Agreement shall remain in effect for three (3) years from the date of execution of this Agreement by the City or until the total fee permitted under this Agreement is reached. The City shall execute this Agreement last. This Agreement may be extended for two (2) additional terms of one (1) year each; provided a written Amendment to this Agreement is executed by the parties- The term extension is optional for the parties and nothing in this Agreement gives Provider a right to any term extension. 6. Representations, Warranties and covenants of Provider 6.1 Authority.. Provider hereby represents and warrants to the City that it has full power and authority to enter into and fully perform its obligations under this Agreement without the need for any further corporate or governmental consents or approvals, and that the persons executing this Agreement are authorized to execute and deliver it 62 Duly Licensed. Provider represents that it is duly licensed to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. 6.3 No Contingency. Provider warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Provider, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for Provider, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement In the event of a breach or violation of this provision by Provider, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract fee, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. FORM MASTER SVS 050713 18765 Lights `N More Installations 2 1.4.17 7. Standard of Care. The standard of care for all Services performed or furnished by Provider under this Agreement will be superior to the care and skill ordinarily used by members of Provider's profession practicing under similar circumstances or at the same time and in the some locality. 8. Compliance with Lawsin the conduct of the Services under this Agreement, Provider shall comply in all material respects with ail applicable federal and state laws and regulations and all applicable county and City ordinances and regulations, including ethics and procurement requirements. 9. independent Contractor. It is specifically understood that Provider is an independent contractor. !f Provider is an individual: (i) Provider is not an employee of the City: (ii) this Agreement is not a contract of employment and that no relationship of employer/employee or principallagent is or shall be created nor shall exist by reason of the performance of the Services under this Agreement; (W) Provider will not be eligible to participate in any employee benefit maintained by the City; (iv) Provider will not be covered by the City's workers' compensation insurance; (v) Provider will be solely and exclusively responsible for payment of all taxes due in respect of all compensation and/or other consideration received by Provider under this Agreement. /f Provider is a business fine: (i) Provider acknowledges that its employees will not be covered by the City's workers' compensation insurance; {ii) Provider shall be responsible for social security, unemployment and disability taxes and all other payroll taxes due with respect to Provider's employees who provide Services under this Agreement; (iii) Provider shall have no authority to bind City to any contractual or other obligation whatsoever; (iv) Provider shall be responsible to the City for all work or services performed by Provider, its employees, agents, or subcontractors under this Agreement. 10. Riaht to Audit. Provider shall maintain adequate records for the Services performed under this Agreement for five (5) years following completion of the Services, or conclusion of any litigation regarding this Agreement. The City shall have the right to audit Provider's books and records, at the City's expense, upon prior notice, with regard to the Services provided to the City under this Agreement. Provider shall allow the City or its representative to interview all current or former employees to discuss matters pertinent to this Agreement. If an audit inspection in accordance with this section discloses overpricing or overcharges (of any nature) by Provider to the City in excess of one-half of one percent (.5%) of the total contract billings, (1) the reasonable costs of the City's internal Audit department shall be reimbursed to the City by the Provider and (2) a 15% penalty of the overpricing or overcharges shaft be assessed. Any adjustments and/or payments which must be made as a result of the audit inspection, including any interest, audit costs and penalties shall be made by the Provider within 45 days from presentation of City's findings to Provider. Failure by Provider to permit such audit shall be grounds for termination of this Agreement by the City. 11. Property Risrhts. Any work product, including but not limited to reports, plans, drawings, tracings, sketches, photographs, videos, illustrations, presentations, PowerPoint, specifications, maps, computer files, electronic data, and other documents (electronic or paper) prepared or created in the course of the performance of the Services or obtained in the performance of this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will be considered works made for hire and shall be the exclusive property of the City upon their creation without restriction or limitation on their use and will be made available, upon request, to the City at any time during the performance of such Services. Upon delivery to the City of said work product, the City will become the custodian thereof in accordance with Chapter 119, Florida Statutes. Provider will not copyright -any material or work product developed under this Agreement. Any reuse of Provider`s prepared documents by the City, except for the specific purpose intended hereunder, will be at City's sole risk and without liability or legal exposure to Provider or its sub -Providers. 12. Insurance. Provider shall purchase from and maintain during the term of the Services, and all applicable statutes of limitation periods, the following insurance: (a) Comprehensive General Liability insurance in an amount not less than $1,000,000.00 Combined Single Limit per each occurrence and $1,000,000 aggregate, with bodily injury limits. which may not be subject to a self-insured retention or deductible exceeding $25,000. (b) Worker's Compensation and Employer's Liability Insurance with limits of Employer's Liability Insurance not less than $500,000 "each accident," $500,000 "disease policy limit," and $500,000 FORM MASTER SVS 050713 18765 Ughts'N More Installations 1.4.17 3 1 j, "disease each employee" unless an opt out letter in conformance with Florida Statutes, Chapter 440, has been provided to the City. ❑ Provider is the sale owner and/or employer with less than four non -construction employees and opts out of workers' compensation coverage under Florida Chapter 440. Provider understands that Provider must comply with Sec. 440.055, F.S., and other applicable regulations. Provider is an independent contractor. Provider Signature (c) Automobile Liability: Not less than $1,000,000.00 for injuries per person in any one accident or occurrence and $1,000,000.00 in the aggregate for injuries per occurrence or accident, with $100,000.00 for property damage in any one accident or occurrence. May not be subject to a self- insured retention or deductible exceeding $10,000. Self-insurance shall not be acceptable. All insurance palicies shall be issued by companies that (a) are authorized to transact business in the State of Florida, (b) have agents upon whom service of process may be made in Palm Beach County, Florida, and (c) have a bests rating of A- VI or better. Additional Insured: All liability insurance policies shall name and endorse the following as additional insured(s): the City of West Palm Beach and its commissioners, officers, employees and agents. Certificate of Insurance: Provider shall provide the City Risk Manager with a copy of the Certificate of Insurance and endorsements evidencing the types of Insurance and coverage required prior to the commencement of Services. It is the Provider's responsibility to ensure that the City's Risk Manager and the Department both have a current Insurance Certificate and endorsements at all times. If Provider's insurance policy is a claims made policy, Provider shall maintain such insurance coverage for a period of five (5) years after the expiration or termination of this Agreement Applicable coverage may be met by keeping the *policies in force, or by obtaining an extension of coverage commonly known as a reporting endorsement of tail coverage. The provisions of this section shall survive beyond the expiration or termination of this Agreement 13. Indernn Provider agrees to indemnify, defend, save and hold harmless the City, its commissioners, officers, agents and employees, from any claim, demand, suit, loss, cost or expense for any damages that may be asserted, claimed or recovered against or from City, its commissioners, officials, employees or agents arising out of or incidental to or in any way connected with Providers performance of the Services or caused by or arising out of (a) any act omission, default or negligence of Provider in the provision of the Services under this Agreement (b) property damage or personal injury, which damage, injury or death arises out of or is incidental to or in any way connected with Providers execution of Services under this Agreement or (c) the violation of federal, state, county or municipal laws, ordinances or regulations by Provider. This indemnification includes, but is not limited to, the performance of this Agreement by Provider or any act or omission of Provider, its agents, servants, contractors, patrons, guests or invitees and includes any costs, attorneys! fees, expenses and liabilities incurred in the defense of any such claims or the investigation thereof. Provider agrees to pay all claims and losses and shall defend all suits, in the name of the City, its employees, and officers, including but not limited to appellate proceedings, and shall pay all costs, judgments and attorneys' fees which may issue thereon. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Provider under this indemnification provision. To the extent considered necessary by the City, any sums due Provider under this Agreement may be retained by City until all of City's claims for indemnification have been resolved, and any amount withheld shall not be subject to the payment of interest by City. This indemnification agreement is separate and apart from, and in no way limited by, any insurance provided pursuant to this Agreement or otherwise. This paragraph shall not be construed to require Provider to indemnify the City for City's own negligence, or FORM MASTER SVS 050713 18765 Ulghts'N More Installations 4 1.4.17 intentional acts of the City, its agents or employees. Nothing in this Agreement shall be deemed to affect the rights, privileges and sovereign immunities of the City as set forth in Section 768.28, Florida Statutes. This clause shall survive the expiration or termination of this Agreement. 14. Termination. 14.1 The City shall have the right to terminate and Work Order and/or this Agreement, in whole or in part, with or without cause, and for its convenience, upon five (5) calendar days written notice to Provider. in the event of termination, the City shall compensate the Provider for all authorized Services satisfactorily performed through the termination date under the payment terms contained in this Agreement. 14.2 Provider shall immediately deliver all documents, written information, electronic data and other materials concerning City projects in its possession to the City and shall cooperate in transition of its consulting duties to appropriate parties at the direction of the City. 14.3 Upon termination, this Agreement shall have no further force or effect and the parties shall be relieved of all further liability hereunder, except that the provisions of this Section and the provisions regarding the right to audit, property rights, insurance, indemnification, governing law and litigation shall survive termination of this Agreement and remain in full force and effect 16. Wairran Provider shall warrant that the Services shall be free from improper workmanship and/or defective materials for one (1) year from completion. 16. Notices. Notices required hereunder shall be given by written notice sent by registered U.S. mail, return receipt requested, or by electronic transmission producing a written record, if to the City, to P.O. Box 3366, West Palm Beach, FL 33402, attention: City Administrator, and if to Provider, to the address set forth above. 17. Taxes. Provider understands that in performing the Services for the City, Provider is not exempt from paying sales tax to Provider's suppliers for materials required for Provider to perform under this Agreement. Provider shall not be authorized to use City's tax exemption number for purchasing supplies or materials. 18. Availability of Funds. This Agreement is expressly conditioned upon the availability of funds Iawfully appropriated and available for the purposes set out herein as determined in the sole discretion of the City. If funding for this Agreement is in multiple fiscal years, funds must be appropriated each year prior to costs being incurred. Nothing in this paragraph shall prevent the making of contracts with a term of more than one year, but any contract so made shall be executory only for the value of the services to be rendered or paid for in succeeding fiscal years. In the event funds to finance this Agreement become unavailable, the City may terminate this Agreement upon no less than twenty-four (24) hours notice to Provider. The City shall be the sole and final authority as to the availability of funds. 19. Lobbying Certification. Provider certifies to the best of its knowledge and belief that no funds or other resources received from the State in connection with this Agreement will be used directly or indirectly to influence legislation or any other official action by the Florida Legislature or any state agency. 20. Non Discriminatlon. Provider shall not discriminate against any person because of race, color, religion, sex, gender identity or expression, genetic information, national origin, age, disability, familial status, marital status or sexual orientation. 21. Assignment. This Agreement requires the skills and experience of Provider and may not be assigned by Provider. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. 22. Force Majeure. Any deadline provided for in this Agreement may be extended, as provided in this paragraph, if the deadline is not met because of one of the following conditions occurring with respect to that particular project or parcel: fire, strike, explosion, power blackout, earthquake, volcanic action, flood, war, civil disturbances, terrorist acts, hurricanes and acts of God. When one of the foregoing conditions interferes with FORM MASTER SVS 050713 18765 Lights `N More Installations 1.4.17 5 s; contract performance, then the party affected may be excused from performance on a day -for -day basis to the extent such party's obligations relate to the performance so interfered with; provided, the party so affected shall use reasonable efforts to remedy or remove such causes of non-perfomiance. The party so affected shalt not be entitled to any additional compensation by reason of any day -for -day extension hereunder. 23. Ethics: Conflict of Interest. 23.1 Provider represents that it has not given or accepted a kickback in relation to this Agreement and has not solicited this Agreement by payment or acceptance of a gratuity or offer of employment. 23.2 Provider represents that it has not solicited this contract by payment of a gift or gratuity or offer of employment to any official, employee of the City or any City agency or selection committee. 23.3 Provider represents that it does not employ, directly or indirectly, the mayor, members of the city commission or any official, department director, head of any City agency, or member of any board, committee or agency of the City. 23.4 Provider represents that it does not employ, directly or indirectly, any official of the City. Provider represents that it does not employ, directly or indirectly, any employee or member of any board, committee or agency of the City who, alone or together with his household members, own at least five percent (5%) of the total assets andfor common stock of Provider. 23.5 Provider represents that it has not knowingly given, directly or indirectly, any- gift with a value greater than $104 in the aggregate in any calendar year to the mayor, members of the city commission, any department director or head of any City agency, any employee of the City or any City agency, or any member of a board that provides regulation, oversight, management or policy -setting recommendations regarding Provider or its business. 23.6 Provider represents that it presently has no interest and -shall acquire no interest, either direct or indirect, which would conflict in any manner with its performance under this Agreement. Provider further represents that no person having any interest shall be employed or engaged by it for said Services. 23.7 Provider, its officers, personnel, subsidiaries and subcontractors shall not have or hold any continuing or frequently recurring employment, contractual relationship, business association or other circumstance which may influence or appear to influence Provider's exercise of judgment or quality of the Services being provided under this Agreement. Provider, its officers, personnel, subsidiaries and subcontractors shall not perform consulting work for any third party that would in any way be in conflict with the Services to be provided to the CRA under this Agreement, 23.8 in the event Provider is permitted to utilize subcontractors to perform any services required by this Agreement, Provider agrees to prohibit such subcontractors, by written contact, from having any conflicts as within the meaning of this section. 24. Public Entity Crimes Act. Provider represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), and certifies that Provider and its subcontractors under this Agreement have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within 36 months from the date of submitting a proposal for this Agreement or entering into this Agreement. Violation of this section may result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from City's competitive procurement activities. 25. Unauthorized Aliens. The knowing employment by Provider or its sub -contractors of any alien not authorized to work by the Immigration laws or the Attorney General of the United States is prohibited and shall be a default of this Agreement which results in unilateral termination. Provider further represents that it is not in violation of any laws relating to terrorism or money laundering, including Executive Omer No. 13224 on Terrorist Financing. FORM MASTER SVS 050713 18765 Ughts'N More installations 6 1.4.17 26. Small Business Requirements. Provider shall comply with the City's Small Business Ordinance set forth in Chapter 66 of the Code of Ordinances of the City of West Palm Beach, which is incorporated herein by this reference. Provider shall comply with the small business commitment contained in Providers Proposal. Provider shall maintain all relevant records and information necessary to document compliance with the Small Business Ordinance and shall allow the City to inspect and audit such records. 27. Public Records Law. Provider shall allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Provider in conjunction with this Agreement Failure by the Provider to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the City. 28. Goveming Law. This Agreement shall be construed and interpreted, and the rights of the parties hereto determined, in accordance with Florida law without regard to conflicts of law provisions. The City and Provider submit to the jurisdiction of Florida courts and federal courts located in Florida. The parties agree that proper venue for any suit concerning this Agreement shall be Palm Beach County, Florida. or the Federal Southern District of Florida. Provider agrees to waive all defenses to any suit filed in Florida based upon improper venue or forum nonconveniens. To ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WANES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT. 29. Severability. In the event that any term or provision of this shall to any extent be held invalid or unenforceable, it is agreed that the remainder of this Agreement, or the application of such terms or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and every other term and provision of this Agreement shall be deemed valid and enforceable to the maximum extent permitted by law. 30. Waiver. Any waiver by either party hereto of any one or more or the covenants, conditions, or provisions of this Agreement, shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant condition or provision of this Agreement 31. Headings. The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement 32. Inspector General. Provider is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Provider and its subcontractors and lower tier subcontractors. Provider understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Provider or its subcontractor or lower ter subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. 33. Entire Agreement- Exhiblits, Amendment. Any Exhibits attached to this Agreement are incorporated into the terms and conditions of this Agreement In the event of any conflict between this Agreement and any Exhibits, this Agreement governs. This Agreement embodies the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous agreements and understandings, oral or written, relating to the subject matter. This Agreement may only be modified by written amendment executed by the City and Provider. 34. Controlling Provisions. Except as otherwise specifically provided herein, in the event of any conflict between the specific provisions of this Agreement and the requirements or provisions of the Procurement Solicitation and/or Proposal, the provisions shall be given precedence in the following order. (1) this Agreement, (2) the Procurement Solicitafion-, and (3) the Proposal. Whatever possible, the provisions of the documents shall be construed in such manner as to avoid conflicts between provisions of the various documents. FORM MASTER SVS 050713 18765 Lights'N More Installations 1.4.17 VA IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year last executed below. .PROVIDER LIGHTS `N MORE INSTALLATIONS, LLC By: A, "I Print Name: f i i ;� A I" u i a'i..t' Title: /At . K js �e! CITY OF WEST PALM BEACH By: Geraldine Muoio, Mayor Attest:G4 '=' Ci Cterk Date: 12017. CITY ATTORNEY'S OFFICE Approve ,* t and legality By: FORM MASTER SVS 050713 18765 Lights 'N More Installations 8 1.4.17