1. Precedence of Terms

These Terms prevail over any of the Supplier's general terms and conditions of sale regardless of whether or when the Supplier has submitted its sales confirmation or such terms, and such other terms of the Supplier do not apply to the Purchase Order. The Supplier shall be bound by and shall have accepted the Purchase Order and these Terms upon acceptance of the Purchase Order or upon performance of the Purchase Order.

2. Vendor/Supplier Registration

In order to do business with the City, suppliers are required to create and maintain an active vendor registration account through the City's e-procurement portal. If Supplier intends to use subcontractors, Supplier must ensure that all subcontractors are likewise registered as vendors on the City's e-procurement portal, and all subcontractor agreements must include a provision requiring such registration. The City will not finalize a contract award until it has verified that Supplier and its subcontractors are registered. It is the Supplier's sole responsibility to routinely check the e-procurement portal for any amendments issued prior to the deadline for receipt of submissions. The City shall not be responsible for the completeness of any solicitation not downloaded from the e-procurement portal or obtained directly from the Procurement Department.

3. Modifications

No modification of this Agreement, including but not limited to these Terms, shall be binding upon the City unless approved in writing by an authorized representative of the City's Procurement Department.

4. Purchase Order Required; Binding Agreement

The City will not accept any goods delivered or services performed unless a duly authorized Purchase Order has been issued for such goods and/or services. The Purchase Order number must appear on all invoices, packing slips, and correspondence concerning the order. Supplier agrees that, by submitting an offer (i.e., a quotation or other response to a solicitation) that is accepted by the City (i.e., by Purchase Order or term contract notice), a binding contract is formed in accordance with the City's terms, conditions, and specifications as set forth in the solicitation, these Terms, and the Purchase Order. Supplier certifies that its offer has been made by an officer or employee having authority to bind Supplier.

5. Fees and Payment

Supplier shall transfer and deliver all Items for the consideration set forth in the Purchase Order. Supplier shall issue invoices to the City for the fees that are then payable. Unless specified in the Purchase Order, the fees stated include all charges for labor, technical and professional services, materials, overhead, profit, packaging and preparation for shipment, insurance, transportation, and all federal, state, and local fees, tariffs, levies, customs, taxes and charges of a similar nature. Payment to the Supplier of such fees shall constitute payment in full for the Items, and the City shall not be responsible for paying any other fees, costs, or expenses. No increase in price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of the City. If the Purchase Order states that Supplier's expenses will be reimbursed, such expenses shall be reimbursed in accordance with the City's policies and subject to the City's prior approval. The City's payment terms are governed by the Local Government Prompt Payment Act, Part VII of Chapter 218, Florida Statutes, and interest penalties will only be paid in accordance with that Act. In order for the City to make payment, the Supplier's legal name, address, and TIN/FEIN number on Supplier's offer must match exactly what appears on the invoice and in the City's vendor registration system.

6. Pricing

Unless specifically requested in the specifications, any response containing modifying or escalation clauses shall be rejected. The price offered must be in accordance with the unit of measure provided on the response page(s), and each line requires a single, fixed unit price; anything other than a single, fixed unit price may result in rejection of the response. Supplier warrants, by virtue of submitting an offer, that its prices shall remain firm for a period of ninety (90) days from the date of opening to allow for evaluation and award. Prices shall remain firm for the initial term and any subsequent term unless modified by a special condition stated in the Purchase Order or solicitation. Unit prices should be stated to two (2) decimal places; if Supplier's pricing exceeds two (2) decimal places, the City reserves the right to round up or down accordingly.

7. Delivery

Delivery shall be made to the address listed on the Purchase Order (the "Place of Delivery") and within the time specified. Supplier shall be responsible for all arrangements for loading and transportation (including insurance, any contract of carriage and, if applicable, exportation, importation and customs requirements, customs duties, levies and taxes, and health, safety, and environmental requirements, including compliance with international trade sanctions requirements) of all Items to the Place of Delivery. The price for the Items shall include all such loading and transportation costs and expenses, or the City shall pay such costs directly, as the Parties shall agree in the Purchase Order or otherwise. Deliveries are to be made Monday through Friday, excluding holidays, unless otherwise stipulated.

8. Title and Risk of Loss

Title to, and risk of loss of, the Items covered by the Purchase Order shall remain the Supplier's until the Items have been delivered to the Place of Delivery and actually received by the City. Any damage to, or loss of, the Items occasioned in transit shall be borne by the Supplier.

9. Warranties

Supplier warrants that the Items will comply with the plans, specifications, drawings, and descriptions furnished or specified by the City, and that the Items will be of good material and workmanship and free from defects. Supplier shall: (a) obtain, and at all times during the term of the Agreement maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Items; (b) comply with all applicable laws, rules, regulations, and policies of the City made known to Supplier; and (c) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of Supplier, are properly licensed, certified, or accredited as required by applicable law and are suitably skilled, experienced, and qualified to provide the Items. Supplier is responsible for the acts or omissions of all of its personnel in performing the Purchase Order. These warranties shall survive acceptance of any Item.

10. Inspection and Acceptance

All goods and/or services provided under this Agreement are subject to inspection and acceptance upon receipt or completion by an authorized representative of the City. The City shall, upon receipt of the Items, have the right to inspect the Items for the time period specified in the Purchase Order (or fourteen (14) days, if no time period is specified) (the "Acceptance Period") to confirm or deny that the Items have been provided in conformance with the Purchase Order ("Acceptance"). Payment shall not be authorized until the Items have been received, accepted, and properly invoiced. In the event the City rejects the Items, the City shall provide Supplier with an explanation of the nonconformance, and the Parties will address the nonconformance in accordance with Section 11 below.

11. Timely Performance; Remedies for Delay

Timely delivery and performance of all Items under the Purchase Order is of the essence. The City has the right to reject any early or late delivery of the Items and will not be required to accept or pay for defective or damaged Items, overruns, or underruns. In the event of any delay, the City may require Supplier to expedite shipment by means selected by the City or may obtain replacement goods or services from alternative suppliers, at Supplier's sole cost, together with any other costs or damages incurred by the City in connection with the delay. Such remedies are cumulative and in addition to any other remedies available under this Agreement or applicable law. If Items do not meet the requirements of the Purchase Order or are otherwise unsatisfactory, the City may, after notice to Supplier, require Supplier to (a) reproduce or correct the nonconforming Items at Supplier's own cost within thirty (30) days of notice (or the original performance period, if correction within thirty (30) days is impossible), or (b) reimburse the City for amounts paid for such Items and compensate the City for the cost of City Materials used in providing the Items. "City Materials" means any documents, data, information, descriptions, suggestions, know-how, methodologies, software, and other materials provided to Supplier by the City.

12. Excusable Delays

The City may grant additional time for any delay if the delay will not adversely impact the best interest of the City and is due to causes beyond the control of Supplier. Any such grant must be in writing and made part of the Agreement.

13. Quantities

Quantities specified in the Purchase Order cannot be changed without the City's approval. Items shipped in excess of the quantity designated may be returned at Supplier's expense.

14. Change Orders

The City may unilaterally, at any time, order additions, deletions, or revisions in the Items. Such changes will be authorized by a Change Order. Additional services performed by Supplier without authorization of a written Change Order will not entitle Supplier to an increase in the Purchase Order price or an extension of the Purchase Order time.

15. Intellectual Property

[IF APPLICABLE] The City and its licensors are, and shall remain, the sole and exclusive owner of all rights, titles, and interests in and to the City Materials, including all Intellectual Property Rights therein. Supplier shall have no right or license to use any City Materials except solely during the term of the Agreement to the extent necessary to provide the Items to the City. All other rights in and to the City Materials are expressly reserved by the City. Supplier hereby assigns and transfers to the City all right, title, and interest in and to the Items provided hereunder and all Intellectual Property Rights appurtenant thereto. At the City's request, Supplier shall execute such documents and assignments as required to vest title to the Items and Intellectual Property Rights with the City. "Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all associated goodwill, (c) copyrights and copyrightable works (including computer programs) and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, whether registered or unregistered, including all applications, renewals, and extensions thereof, and all similar or equivalent rights in any part of the world.

16. Confidentiality

Supplier agrees to abide by all state and federal laws, rules, and regulations, and City policies respecting the confidentiality of records, and shall not divulge information concerning individual records to any unauthorized person.

17. Supplier Representations and Warranties

Supplier represents and warrants to the City that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has the full right, power, and authority to enter into the Agreement; (c) Supplier shall provide the Items using personnel of required skill, experience, and qualifications, in a professional and workmanlike manner in accordance with generally recognized industry standards, and shall devote adequate resources to meet its obligations under this Agreement; (d) Supplier and its personnel are in compliance, and will comply, with all applicable laws with respect to the Items; (e) none of the Items, nor the City's use thereof, infringe or will infringe any Intellectual Property Right of any third party; and (f) the Items will conform in all material respects with all requirements or specifications stated in this Agreement.

18. Conflict of Interest

Supplier represents that it presently has no interest, and shall acquire no interest, either direct or indirect, that would conflict in any manner with the performance of services required by this Agreement, as provided in Florida Statutes Chapter 112, Part III, and the City of Riviera Beach Procurement Code. Supplier further represents that no person having a conflict of interest shall be employed for such performance. Supplier shall disclose the name of any officer, director, or agent who is also an employee or relative of a City employee, and shall disclose the name of any City employee or relative of a City employee who owns, directly or indirectly, an interest of ten percent (10%) or more in Supplier's business or any of its branches.

19. No Waiver

No claim or right arising out of a breach of this Agreement may be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing and signed by the aggrieved party. No remedy conferred upon either Party is intended to be exclusive of any other remedy; each remedy is cumulative and in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity, by statute, or otherwise. No single or partial exercise by either Party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

20. Assignment

No right or interest in the Agreement shall be assigned by Supplier, and no delegation of any obligation owed or performance thereof by Supplier shall be made, without the prior written permission of the City. Any attempted assignment or delegation made without such permission shall be wholly void and of no effect.

21. Governing Law and Venue

This Agreement shall be governed in all respects by the laws of the State of Florida. The Parties agree that any and all legal action necessary to enforce the Terms and obligations under this Agreement will be brought in Palm Beach County, Florida. In addition to any other rights and remedies available to the City, the City may avail itself of equitable rights and remedies to enforce its rights under this Agreement.

22. Legal Requirements

Supplier must strictly comply with all federal, state, county, and local laws, ordinances, rules, and regulations that in any manner affect the Items provided herein. The Uniform Commercial Code, as adopted in the State of Florida, shall prevail as the basis for contractual obligations between Supplier and the City for any terms and conditions not addressed in this Agreement. The City shall not be liable to Supplier for any legal fees, court costs, or other legal expenses arising from the interpretation or enforcement of this Agreement, or from any other matter generated by or relating to this Agreement.

23. Insurance Requirements

If Supplier is providing a service under this Agreement, Supplier shall, at its sole expense, maintain in full force and effect, during the term of the Agreement and for a period of two (2) years thereafter, insurance coverages and limits (including endorsements) as required by the City. These requirements shall not limit or qualify the liabilities and obligations assumed by Supplier under this Agreement. All coverages shall be provided on a primary basis with the City endorsed as an Additional Insured, in a form acceptable to the City, as follows: "City of Riviera Beach, its Officers, Employees, and Agents." Supplier shall provide the City with a Certificate of Insurance evidencing such coverage prior to commencement of any services and within the timeframe specified by the City (normally within two (2) working days of request). Failure to maintain the required insurance shall be considered a default of this Agreement.

24. Independent Contractor Relationship

The relationship between the Parties is that of independent contractors. Nothing in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner.

25. No Third-Party Beneficiary

No provision of this Agreement is intended to, or shall be construed to, create any third-party beneficiary or to provide any rights to any person or entity not a party to this Agreement, including but not limited to any citizen or employee of the City and/or Supplier.

26. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and sent to the addresses listed on the Purchase Order.

27. Tax Exemption

The City is exempt from Federal and State taxes. Items on this order are exempt from Federal Excise Tax and Florida Sales and Use Tax.

28. Conformance to Specifications; Incorporation by Reference

All Items supplied pursuant to this Agreement shall, unless otherwise stated, conform exactly to all descriptions, specifications, and attachments contained in the Purchase Order or the formal solicitation upon which the Purchase Order is based, and the terms, conditions, and specifications of the Purchase Order or solicitation are incorporated herein by reference and made a part hereof.

29. Indemnification

To the maximum extent permitted by law, Supplier shall indemnify, defend (by counsel reasonably acceptable to the City), protect, and hold the City and its officers, employees, and agents harmless from and against any and all claims, actions, causes of action, liabilities, penalties, forfeitures, damages, losses, and expenses whatsoever (including, without limitation, attorneys' fees, costs, and expenses incurred during negotiation, litigation, and all appeals therefrom), including those pertaining to death or injury to any person or damage to any property, arising out of or resulting from (i) Supplier's failure to comply with applicable laws, rules, or regulations; (ii) Supplier's breach of its obligations under this Agreement or any other agreement with the City; (iii) any claim of infringement of a third party's intellectual property or proprietary rights arising out of the City's use of any Item; or (iv) the negligent acts, errors, or omissions, or intentional or willful misconduct, of Supplier or its subcontractors, agents, or employees; provided, however, that Supplier shall not be obligated to defend or indemnify the City for claims or damages arising out of the City's sole negligence. This obligation shall survive the expiration or earlier termination of the Agreement. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statute 768.28.

30. Ownership of Printing Materials

[IF APPLICABLE] Any and all cuts, negatives, positives, artwork, plates, engravings, and other materials owned by the City or paid for under any City printing order shall become and remain City property and shall be delivered to the City upon request.

31. Precedence of Separate Written Contract

Notwithstanding anything herein to the contrary, if a written contract signed by Supplier and the City covering the sale and provision of the Items set forth in the Purchase Order is or comes into existence, the terms and conditions of such contract shall govern in the event of any conflict with these Terms.

32. Termination

The City may terminate a Purchase Order, in whole or in part, at any time prior to shipment by providing written notice to Supplier. The City may, by written notice of default, terminate the Agreement in whole or in part if Supplier fails to satisfactorily perform any provision of this Agreement, fails to make progress so as to endanger performance, or provides repeated non-performance, and does not remedy such failure within ten (10) days after receipt of notice (or such longer period as the City's Director of Procurement may authorize in writing). In such event, the City may procure similar goods and/or services, and Supplier shall be liable for any excess costs incurred. If it is determined that Supplier was not in default, or that the default was excusable, the rights and obligations of the Parties shall be those provided below for termination for convenience. The City may also, whenever the interests of the City so require, terminate the Agreement, in whole or in part, for the City's convenience upon five (5) days' written notice to Supplier; unless directed otherwise in the notice, Supplier shall incur no further obligations in connection with the terminated portion. Either Party may also terminate upon written notice if the other Party (the "Defaulting Party") materially breaches its obligations and such breach is incapable of cure, or is capable of cure but is not cured within ten (10) days after written notice, or the Defaulting Party becomes insolvent or subject to bankruptcy. Upon expiration or termination for any reason: (a) Supplier shall, at the City's request, provide reasonable cooperation and assistance in transitioning the Items to an alternate provider; (b) unless termination is due to Supplier's breach, the City shall pay Supplier all fees and expenses due through the effective date of termination; (c) Supplier shall promptly refund any prepaid but unused fees for Items not provided; and (d) Supplier shall promptly return the City's confidential information, destroy copies thereof, and deliver all Items and works in process through the effective date of termination. The rights and obligations set forth in this Section and in Sections 15, 16, 17, 20, 21, and 29, and any other right or obligation which by its nature should survive, will survive termination or expiration of the Agreement.

33. Procurement Code Reference

[IF APPLICABLE] The Purchase Order is issued and will be filled in accordance with the provisions of the City of Riviera Beach Procurement Code and the terms, conditions, and specifications of the applicable Request for Quote or other solicitation.

34. Debarment and Suspension Certification

Supplier certifies that neither Supplier nor any of its subcontractors have been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation (FAR), 48 C.F.R. Ch. 1, Subpart 9.4.

35. F.O.B. Destination

The F.O.B. point and prices stated are F.O.B. destination. If the City agrees, freight charges may be prepaid by Supplier and listed on the invoice; however, Supplier retains title and assumes all responsibility, liability, and risk in transit, and is responsible for filing any claims for loss or damage.

36. Discrepancy Between Unit Price and Extended Price

In the event of a discrepancy between the unit price and the extended price, the unit price shall govern.

37. Civil Rights Compliance

During performance of the work specified in the Purchase Order, Supplier assures the City that it is in compliance with Title VII of the Civil Rights Act of 1964, as amended, in that Supplier does not, on the grounds of race, color, national origin, religion, sex, age, handicap, or marital status, discriminate against Supplier's employees or applicants for employment. Supplier understands and agrees that the Purchase Order is conditioned upon the veracity of this Statement of Assurance. Supplier further assures the City that it will comply with Title VI of the Civil Rights Act of 1964 where federal grant funds are involved, and with other applicable federal and state laws, executive orders, and regulations prohibiting discrimination, including protections for Vietnam-Era Veterans and Disabled Veterans.

38. Commercial Non-Discrimination

As a condition of entering into this Agreement, Supplier represents and warrants that it will not discriminate on the basis of race, color, national origin, religion, ancestry, sex, age, marital status, familial status, sexual orientation, disability, or genetic information in the solicitation, selection, hiring, or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall Supplier retaliate against any person for reporting instances of such discrimination. Supplier shall provide equal opportunity for subcontractors, vendors, and suppliers to participate in all of its public- and private-sector subcontracting and supply opportunities, provided that nothing in this clause shall limit otherwise lawful efforts to remedy the effects of marketplace discrimination occurring in the City's relevant marketplace. A material violation of this clause shall be considered a material breach of this Agreement and may result in termination, disqualification, or debarment from City contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party. Supplier shall include this language in its subcontracts.

39. Discrimination Prohibited — Equal Employment

The City is committed to assuring equal opportunity in the award of contracts and complies with all laws prohibiting discrimination. Supplier warrants and represents that, throughout the term of the Agreement, including any renewals, all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, familial status, sexual orientation, or genetic information. Failure to meet this requirement shall be considered a default of this Agreement.

40. Invoicing

Supplier shall submit an invoice to the City at the prices stated on the Purchase Order. An original invoice shall be submitted to the City's Finance Department, or as otherwise stated in the Purchase Order, and copies shall be sent to the City department requesting the goods/services. Invoices submitted on carbon paper shall not be accepted. Supplier shall include the Purchase Order number on all invoices, packing slips, and correspondence concerning the order. By submitting an invoice, Supplier's Project Manager or other authorized officer attests to the correctness and accuracy of all charges. Invoices will be processed for payment when approved by the appropriate department or designee. The City's payment of an invoice shall not constitute evidence of the City's acceptance of any Items.

41. E-Verify — Employment Eligibility

Pursuant to Section 448.095, Florida Statutes, contractors and subcontractors shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. Supplier acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: (a) all persons employed by Supplier to perform employment duties during the term of this Agreement; and (b) all persons, including sub-vendors, sub-consultants, and subcontractors, assigned by Supplier to perform work pursuant to this Agreement. Supplier shall obtain from each of its subcontractors an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an Unauthorized Alien, as defined in Section 448.095, Florida Statutes, and shall maintain a copy of any such affidavit for, at minimum, the duration of the subcontract and any extension thereof. This provision does not supersede any other provision of this Agreement requiring a longer retention period. The Supplier acknowledges and agrees that use of the E-Verify System and compliance with all other terms of this Section are an express condition of this Agreement, and the City may treat a failure to comply as a material breach. The City shall terminate this Agreement if it has a good faith belief that Supplier has knowingly violated Section 448.09(1), Florida Statutes. If the City has a good faith belief that a subcontractor has knowingly violated that section, the City shall notify Supplier, and Supplier shall immediately terminate its contract with the subcontractor. If the City terminates this Agreement for a violation under this Section, Supplier shall be barred from being awarded a future City contract for at least one (1) year from the date of termination, and shall be liable for any additional costs incurred by the City as a result of the termination.

42. Drug-Free Workplace

Supplier certifies that: (a) it will not engage in the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during performance of this Agreement; (b) if Supplier has more than one employee, it will provide a drug-free workplace for such employees in accordance with Florida Statute 112.0455, the Drug-Free Workplace Act, and Florida Statute 893, the Florida Comprehensive Drug Abuse Prevention and Control Act; and (c) it will secure from any subcontractor hired to perform work under this Agreement a written certification of the same. Supplier may be suspended, terminated, or debarred if it is determined that Supplier made a false certification under this Section, or violated such certification by failing to carry out the requirements of Florida Statute 112.0455 or Florida Statute 893.

43. Public Entity Crimes

In accordance with the Florida Public Entity Crime Statute, Sections 287.132–287.133, Florida Statutes, persons and affiliates entering into a contract or performing any work in furtherance of this Agreement certify that Supplier, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.

44. Scrutinized Companies

As provided in Section 287.135, Florida Statutes, by entering into this Agreement, Supplier certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder have not been placed on the Scrutinized Companies that Boycott Israel List, and are not engaged in a boycott of Israel, pursuant to Section 215.4725, Florida Statutes. If Supplier is found to have been placed on that list, or to be engaged in a boycott of Israel, this Agreement may be terminated at the City's option. For any order/contract with a value greater than $1,000,000, Supplier further certifies that it, its affiliates, suppliers, subcontractors, and consultants have not been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473, Florida Statutes, and are not engaged in business operations in Cuba or Syria. If the City determines, using credible information available to the public, that a false certification has been submitted, this Agreement may be terminated, and a civil penalty equal to the greater of $2,000,000 or twice the amount of this Agreement may be imposed, pursuant to Section 287.135, Florida Statutes. This certification must also be submitted at the time of contract renewal, if applicable.

45. Small Business Enterprise (SBE) and Local Vendor Preference

This Agreement is subject to the City's Small Business Enterprise and Local Vendor Preference provisions set forth in the City of Riviera Beach Procurement Code (City Code Chapter 16.5), as amended, and the City's SBE and Local Vendor Preference Policy, which are incorporated herein by reference and take precedence over the provisions of this Agreement in the event of a conflict. Where applicable, Supplier shall comply with all SBE participation, subcontractor listing, and reporting requirements set forth in the applicable solicitation, including any required schedules identifying proposed subcontractor participation and executed letters of intent between Supplier and any subcontractor.

46. Local Preference

In accordance with the City's Local Preference provisions in City Code Chapter 16.5, as amended, a preference may be given to vendors or quoters having a permanent place of business within the City of Riviera Beach, to the extent permitted and as further described in the applicable solicitation.

47. Safety Data Sheets (SDS)

Any toxic substance provided to the City as a result of this Agreement shall be accompanied by its Safety Data Sheet (SDS).

48. Endorsements

No endorsement by the City of Supplier's goods and/or services shall be used by Supplier in any way, manner, or form.

49. Sales Promotions; Price Reductions; Most Favored Customer

Should sales promotions occur during the term of the Agreement that lower the price of the procured item, Supplier shall extend to the City the lower promotional price. Any price decreases effectuated during the Agreement period by reason of market change or otherwise shall be passed on to the City. After award, Supplier may offer a reduced price, which shall remain in effect for the duration of the Agreement. Supplier warrants that its prices shall not exceed the price extended to its most favored customer for the same or similar goods or services in similar quantities, or the current market price, whichever is lower. If Supplier offers more favorable pricing to any other customer, Supplier shall extend the same pricing, or the then-current market price, whichever is lower, to the City.

50. Performance During Emergency

By submitting an offer, Supplier agrees that, immediately preceding, during, and after a public emergency, disaster, hurricane, flood, or act of God, the City shall be given "first priority" for all goods and services under this Agreement, at the terms, conditions, and prices provided herein. Supplier shall furnish the City a 24-hour phone number. Failure to provide goods or services to the City on a first-priority basis during such an event shall constitute a breach of this Agreement and subject Supplier to sanctions from doing further business with the City.

51. Office of Inspector General Audit Requirements

The Palm Beach County Office of Inspector General is authorized, pursuant to Palm Beach County Code, Section 2-421–2-440, as amended, and any applicable interlocal agreement between the City and Palm Beach County, to review City contracts, transactions, accounts, and records, including the power to audit, investigate, monitor, and inspect the activities of entities contracting with the City, or anyone acting on their behalf, to ensure compliance with contract requirements and to detect corruption and fraud.

52. Business Information — Joint Ventures

If Supplier is a joint venture for the goods/services described herein, Supplier shall, upon the City's request, provide a copy of the joint venture agreement signed by all parties.

53. Annual Appropriations

The City's performance and obligation to pay under this Agreement is contingent upon annual appropriation by the City Council for subsequent fiscal years.

54. Contract Closeout Period

Supplier shall submit any pending invoice(s) and/or report(s), along with any required documents, to the City within forty-five (45) business days after termination or expiration of the Agreement in order to close out the Agreement (the "Closeout Period"). Such invoices and reports shall reflect work required and completed during the Agreement term. The City shall deem invoices received during and prior to expiration of the Closeout Period as final billing for goods and services provided. Supplier's failure to submit pending invoices during the Closeout Period shall serve as an admission that no pending invoices remain. Nothing herein shall limit the City's discretion to make the final determination of whether payment may be made to Supplier after expiration or termination of the Agreement.

55. Prohibition Against Considering Social, Political, or Ideological Interests

Suppliers are hereby notified of the provisions of Section 287.05701, Florida Statutes, as amended, that the City will not request documentation of, or consider, a Supplier's social, political, or ideological interests when determining whether the Supplier is a responsible vendor. Suppliers are further notified that the City's governing body may not give preference to a Supplier based on the Supplier's social, political, or ideological interests.

56. Disclosure of Foreign Gifts and Contracts with Foreign Countries of Concern

Pursuant to Section 286.101, Florida Statutes, as amended, if the value of this Agreement is $100,000 or more, Supplier, by entering into this Agreement or performing any work in furtherance hereof, certifies that it has disclosed any current or prior interest of, contract with, or grant or gift received from a foreign country of concern, where such interest, contract, or grant or gift has a value of $50,000 or more and existed at any time, or was received or in force at any time, during the previous five (5) years.

57. Human Trafficking Affidavit

Supplier warrants and represents that it does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. Supplier shall execute and deliver to the City Exhibit A, Nongovernmental Entity Human Trafficking Affidavit, which is attached hereto and incorporated herein by reference.

58. Prohibition Against Using Diversity, Equity, and Inclusion Material - F.S. 166.04971

Supplier hereby certifies to the City that Supplier does not and will not use City funds in requiring its employees, contractors, volunteers, vendors, or agents to ascribe to, study, or be instructed using materials relating to diversity, equity, and inclusion as defined in section 166.04971, Florida Statutes, as amended.

59. Public Records

Supplier agrees that copies of any and all property, work product, documentation, reports, computer systems and software, schedules, graphs, outlines, books, manuals, logs, files, deliverables, photographs, videos, tape recordings, or data relating to this Agreement that have been created as part of Supplier's services or authorized by the City as a reimbursable expense, whether generated directly by Supplier or by or in conjunction or consultation with any other party, whether or not a party to this Agreement or in privity of contract with the City, and wherever located, shall be the property of the City. To the extent required by Florida Statutes Chapter 119, Supplier shall maintain and allow access to any and all material or data made or received in conjunction with this Agreement. Any material submitted relating to this Agreement is considered a public document under Section 119.07, Florida Statutes, including material Supplier might consider confidential. All information Supplier believes to be confidential and exempt from disclosure (e.g., a trade secret, or as provided in Sections 119.07 and 812.081, Florida Statutes) must be specifically identified as such; upon receipt of a public records request, a determination will be made as to whether the identified information is, in fact, confidential. The City shall have the right to request and review Supplier's books and records to verify compliance with this Agreement and applicable SBE and Local Vendor Preference requirements, and to interview subcontractors and workers at the work site to determine compliance. Supplier shall maintain records related to all charges, expenses, and costs incurred in estimating and performing City work for at least five (5) years after completion or termination of the Agreement, including subcontractor payment records. The City and the Palm Beach County Inspector General shall have access to such records as required in this Section for the purpose of inspection or audit during the City's normal business hours, at any reasonable time during the five (5) years.

Notwithstanding anything contained herein, as provided under Section 119.0701, Florida Statutes, if Supplier (i) provides a service and (ii) acts on behalf of the City as provided under Section 119.011(2), Florida Statutes, Supplier shall comply with the requirements of Section 119.0701, Florida Statutes, as amended. Supplier is specifically required to:

• Keep and maintain public records required by the City to perform services under this Agreement.

• Upon request from the City's Custodian of Public Records, provide the City with a copy of the requested records, or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

• Ensure that public records that are exempt, or confidential and exempt, from public records disclosure requirements are not disclosed except as authorized by law, for the duration of the Agreement term and following its completion, if Supplier does not transfer the records to the City.

• Upon completion of the Agreement, transfer, at no cost to the City, all public records in Supplier's possession, unless notified by the City's representative to keep and maintain such records. If Supplier transfers all records to the City, Supplier shall destroy any duplicate exempt or confidential records. If Supplier keeps and maintains public records, Supplier shall meet all applicable retention requirements. All records stored electronically must be provided to the City, upon request, in a format compatible with the City's information technology systems, at no cost to the City.

Supplier acknowledges that it has familiarized itself with the requirements of Chapter 119, Florida Statutes, and other requirements of state law applicable to public records not specifically set forth herein. Failure of Supplier to comply with the requirements of Chapter 119, Florida Statutes, and other applicable state and federal law, shall be a material breach of this Agreement. The City shall have the right to exercise any and all remedies available to it for breach of contract, including the right to terminate for cause. Supplier acknowledges that failure to provide public records within a reasonable time may subject Supplier to penalties under Section 119.10, Florida Statutes.

IF THE SUPPLIER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SUPPLIER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

CITY CLERK'S OFFICE

EMAIL: CITYCLERK@RIVIERABEACH.ORG | FAX: 561-840-8438

MAILING ADDRESS: 600 W. BLUE HERON BLVD., OFFICE #140, RIVIERA BEACH, FL 33404