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Item #06 Approval to Piggyback Uniform Vendor Contract 404 0c )('( Mora as AGENDA ITEM COVER SHEET Meeting Date: December 19, 2017 Item # Reviewed By: a Contact Name: Lt. Mike Bryant Department Director: Chief a - / own Contact Number: X3038 City Manager: Rob Frank I /. Subject: Commission approval to piggyback uniform vendor contract. Background Summary: The City Manager's approval authority was exceeded for a single vendor. The City of Ocoee Police Department purchased uniforms totaling $49,498.88 from Red The Uniform Tailor Incorporated. The City of Ocoee Fire Department purchased boots from the same vendor for $2,535.08. The combined purchases exceeded the City Manager's approval authority for a single vendor by $2,033.96. Since the total amount spent at Red The Uniform Tailor Incorporated is over the City Manger's approval threshold, entry into a contract is required by either obtaining three quotes, using a sole source, or with a piggyback contract. The City of Ocoee Police Department is asking for the Honorable Mayor's and Board of City Commission's approval to piggyback Melbourne Florida's contract with Red The Uniform Tailor Incorporated. Issue: Should the Honorable Mayor and Board of City Commissioners approve a contract with Red The Uniform Tailor Incorporated? Recommendations: It is staff's recommendation that the Honorable Mayor and Board of City Commissioners approve a contract with Red The Uniform Tailor Incorporated. Attachments: Melbourne Fire Department contract with Red The Uniform Tailor Incorporated. Financial Impact: The City of Ocoee Police Department has an approved budget of$87,500 for uniform expenses. Type of Item: (please mark with an"x") Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda x Commission Approval Discussion& Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. • , '9 N/A Reviewed by 0 N/A Garza, Madeleine From: Krys Banker <krys_banker@rtut.com> Sent: Monday, December 04, 2017 1:59 PM To: Garza, Madeleine Cc: 'noelle' Subject: MELBOURNE FIRE CONTRACT Attachments: MELBOURNE FIRE CONTRACT 2018.pdf Madeleine, Attached is the contract your department has been piggybacking to ensure the best pricing possible. According to the Balance of Line clause,your department is provided with 25%off MSRP for all products available from any vendor/supplier/manufacturer we carry in or store. Please call me with any questions you might have, Krys Kris P>ciA2er RED TI-I-E !FORM TAILOR FLORIDA REGIONAL MANAGER 4-07.052.0 052 RETURN POLICY: We will accept return and exchanges on any non-customized stocked garments within 30 days of purchase as long as the garments have not been worn or laundered. *** All garments must be in restock condition with original tags present. *** Any non-stock or special order items will incur a 20% restocking fee at the time of return. MANUFACTURER DEFECTS: We will initiate a request for the return/exchange with the manufacturer; however,the customer is responsible for any applicable related shipping charges. NON-RETURNABLE ITEMS:Any custom orders, ie: embroidery, custom badge/patches, special altered uniforms, etc. NOTE: Orders where RTUT staff has made an error will be corrected at no cost to the customer. 1 City of Melbourne • FIRST AMENDMENT TO PURCHASE CONTRACT Fire Department/Code Compliance Uniforms Contract No.06-065-0-2016/LT This First Amendment to Purchase Contract No. 06-065-0-2016/LT, Fire Department/Code Compliance Uniforms, dated July 6, 2017 is entered into by and between the CITY OF MELBOURNE, a Florida municipal corporation, whose address is 900 East Strawbridge Avenue (the "CITY") and RED THE UNIFORM TAILOR INCORPORATED,a New Jersey corporation whose address Is 11602 Lake Underhill Rd, Ste 121,Orlando, FL 32825-4460(the"CONTRACTOR")(Collectively the Parties"). The City and the Contractor agrees as follows: 1. The Contract entered into on October 15,2016, is hereby renewed for an additional twelve(12)month term beginning October 15, 2017 through October 14,2018. 2. Except as expressly provided in this First Amendment to Purchase Contract No. 06-065-0-2016/LT Fire Department/Code Compliance Uniforms,all of the terms and provisions of the Contract are and will remain in full force and effect and are hereby ratified and confirmed by the CITY and the CONTRACTOR.Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Contract or as a waiver of or consent to any further or future action on the part of either the CITY or the CONTRACTOR that would require the waiver or consent of the other party. The Parties duly execute this amendment to become effective as of the date first written above. CITY OF MELBOURNE,FLORIDA RED THE UNIFORM TAILOR INCORPORATED. A Florida municipal corporation A New Jersey corporation By: / Datel 1117 By: 7�1�1��� i� Date 7-11—i7 Gregory E. n CPSM, CPIM Name: Patricia Klein Its: Procurement anager Its: Chief Operating Officer 900 E.Strawbridge Avenue 11602 Lake Underhill Rd.,Ste 121 Melbourne, Florida 32901 Orlando, FL 32825-4460 An Equal Opportunity Employer www.melbeurneforlda.org of Melbourne ,-•; r , City c •-, - •, 1 = an Flori da s SpaceCoa v.,. 4.- Procurement Division • 900 E.Strawbridge Avenue • Melbourne,Florida 32901 • (321)608-7060 • Fax(321)608-7070 PURCHASE AGREEMENT FOR GOODS FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS THIS PURCHASE AGREEMENT FOR GOODS(this"Contract")is entered into by and between the City of Melbourne, Florida,hereinafter referred to as the CITY,and Red the Uniform Tailor,Incorporated,a New Jersey corporation,whose principal address is 475 Oberlin Avenue South,Lakewood,New Jersey 08701,hereinafter referred to as the VENDOR. CITY PROCUREMENT CONTACT: CITY DEPARTMENT CONTACT: VENDOR CONTACT: Procurement Division Fire Department Red the Uniform Tailor Incorporated Leo Torres, Buyer Michael Dalton, Logistics Officer Krys Banker, Regional Manager 900 E.Strawbridge Ave 1500 Hickory Street 11602 Lake Underhill Rd, Ste 121 Melbourne, FL 32901 Melbourne,FL 32901 Orlando,FL 32825-4460 leo.torresanmlbfl.orq mike.daltonmlbfl.orq krvs.bankerrtut.com P:321-608-7066/F:321-608-7070 P:321-608-6000/F:321-608-6050 P:407-730-7900/F:866-880-0859 This Contract consists of the following documents: (Mark"X"where applicable) ® Exhibit A: Standard Terms and Conditions of Purchase Agreement—Goods(Std Version 4/4/16) ® Exhibit Al. Product Description and Statement of Work ® Exhibit A2. Performance Standards O Exhibit A3. Maintenance Agreement ® Exhibit A4. Price © Exhibit B: Supplemental Provisions ❑ Exhibit C: Federal Compliance Provisions ❑ Exhibit D: Bid Specifications ® Exhibit 01: Invitation to Bid#06-065-0-2016/LT 0 Exhibit D2: Request for Proposal# , as modified by addenda(the"RFP") ® Exhibit D3:VENDOR'S Responsive Bid dated July 13,2016 but only to the extent responsive to CITY's IFQ (the"Bid") CITY may purchase and VENDOR shall sell the Goods as described in Exhibit Al at prices specified in Exhibit A4, in accordance with the terms and conditions of this Contract consisting of the documents marked above as Exhibits and incorporated herein by reference. This Contract commences on October 15 2016(the"Commencement Date")and expires on October 14,2017(the"Expiration Date")and❑is not renewable Q is renewable for up to four(4)additional twelve(12)month terms. CITY: VENDOR: CITY OF MELBOURNE, RED THE UNIFORM TAILOR INCORPORATED a FI rida uni ip I c po ation , [. ` n� a New Jersey corporation Ni,2 u. t� �0 ichael A.McNees D Signature Date Ity Mana Name:Patricia Klein (� Title:Chief OAeratinq Officer ATTEST: l Cathleen A.Wysor,City CI rk City Use Only Initial Method of Procurement(mark): Commencement Date: ►uMCx ®ITB# 06.066.0.2016l1 T '•Noto. But efecevo no oar,or Nflutes last of the te�to ezeato ❑RFP# Expiration Date: Renewal: ❑No ®yes: 4 times ENot Applicable ❑Exception: Council Award Date: City of Melbourne end Red the Uniform Tailor Incorporated Page 1 0114 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 Std Version 4/4/2016 Goods EXHIBIT A STANDARD TERMS AND CONDITIONS OF PURCHASE AGREEMENT-GOODS 1. DEFINITIONS - - - _ _ (30)days after completion of the audit. The results of such audit A. "Goods"means the goods which VENDOR Is to provide to CITY shall be kept confidential by the auditor to the extent allowed by as set forth on Exhibit Al. Custom Goods are Goods law and,If conducted by a third party,only VENDOR's failures to manufactured to CITY's specifications solely for CITY and offered abide by the obligations of this Contract shall be reported to CITY. or sold to no other customer. Any Goods which are custom made for CITY shall be indicated by an asterisk r)on Exhibit Al. 4. INVOICING AND PAYMENT B. "Purchase Order"is CITY's document setting forth specific line A. Payment for the materials,supplies,or equipment as specified In item for Goods ordered and Order information. the contract shall be processed promptly after completion of C. "Order"means CITY's authorization to ship in accordance with the delivery of items and after receipt of properly prepared Invoice(s). CITY'S Purchase Order, and authorizing VENDOR to ship a Original Invoices or packing lists shall be submitted and shall definite quantity of Goods as requested by the CITY. Include: purchase agreement number from the Purchase Order, D. "Commencement Date"and"Expiration Date"are defined as set purchase order number, line item number.Order number, part forth on the first page of this Contract. number,complete bill to address,description of Goods,quantities, unit price, extended totals, and any applicable taxes or other 2. TERM OF AGREEMENT charges. For payment,Seller must render original Invoice to the The term of this Contract shall begin on the Effective Date,and City of Melbourne, Accounts Payable Division, 900 East continue to the Expiration Date. The Effective Date shall be the Strawbridge Avenue,Melbourne,Florida 32901. date of the last of the parties to sign the Contract or the B. Discounts for prompt payment will not be considered in bid Commencement Date,whichever date shall occur later. evaluations, unless otherwise specified, Offered discounts, however,will be taken if payment Is made within the discount 3. PRICING period. A. Prices set forth on Exhibit A4 shall remain fixed for the duration of C. Payment Is made when CITY'S check Is mailed or EDI funds this Contract except as provided herein. Prices shall include transfer Initiated. transportation and delivery charges,prepaid by VENDOR to the D. CITY is a local governmental entity subject to the Local destination specified in this Contract. Government Prompt Payment Act, §218.70, Fla. Stat. and B. The price charged CITY for any Good shall always be VENDOR'S payment by CITY shall be made in compliance with said Act. Late lowest price charged any customer for that Good regardless of any charges may be assessed subject to said Act but only to the extent special terms,conditions,rebates,or allowances of any nature. if set forth in this Contract. VENDOR sells any Good to any customer at a price less than that E. No payments shall be made in advance of acceptance of delivery set forth herein,VENDOR shall adjust Its price to the lower price of Goods nor for Goods not covered under this Contract nor for for any un-Invoiced Goods and for all future invoices for such Goods not acceptable to CITY. Good. For Goods designated as custom Goods,for purposes of F. VENDOR agrees to invoice CITY no later than sixty(60)days after comparing price under this Paragraph,the price of the Good shall shipment of Goods. CITY will not be obligated to make payment Include those VENDOR cost components which are generic to the against any invoices submitted after such period. Good as compared to other similar Goods sold by VENDOR. G. Payment by the CITY shall be subject to approval and acceptance Such comparison shall be made to the extent Goods have similar of Goods by CITY. Notwithstanding the foregoing, CtTY's characteristics,such as form,fit,function,manufacturing process, payment shall not constitute acceptance. or other specific comparison criteria agreed upon by the parties. C. In the event VENDOR offers a lower price, either as a general 5, NON-APPROPRIATION -All funds for payment by CITY under price drop or only to some customer(s)for any reason,VENDOR this Contract are subject to the availability of an annual shall immediately Inform CITY of this price and price protect appropriation for this purpose by the Melbourne City Council. In CITY'S inventory of affected Goods by rebating to CITY an amount the event of non-appropriation of funds by the Melbourne City equal to the difference in the price paid by CITY and the lower Council for the Goods provided under this Contract, CITY will price for all such Goods pulled into CITY's manufacturing process terminate this Contract, without termination charge or other for consumption during the preceding thirty(30)days. liability,on the last day of the then-current fiscal year or when the D. All applicable taxes and other charges such as duties,customs, appropriation made for the then-current year for the Goods tariffs, imposts, and government Imposed surcharges shall be covered by this Contract Is spent,whichever event occurs first. If stated separately on VENDOR's invoice and borne by VENDOR. at any time funds are not appropriated for the continuance of this In the event that City of Melbourne is prohibited by law from Contract,VENDOR on thirty(30)days prior written notice shall remitting payments to the VENDOR unless City of Melbourne accept cancellation,but failure to give such notice shall be of no deducts or withholds taxes therefrom on behalf of the local taxing effect and CITY shall not be obligated under this Contract beyond jurisdiction,then City of Melbourne shall duly withhold such taxes the date of termination. and shall remit the remaining net Invoice amount to the VENDOR. City of Melbourne shall not reimburse VENDOR for the amount of 6. NON-EXCLUSIVITY-The right to provide the Goods,commodities such taxes withheld, and services,which will be granted under the Agreement,shall not F. The purchase of equipment,materials,and/or service by the CITY be exclusive.The City reserves the right to competitively bid any may be exempt from the payment of excise,transportation and Item on this Contract from another supplier when it is in the best sales tax imposed by the federal, state and/or other city interest of CITY. governments. Upon request,applicable federal excise exemption certificates will be furnished to VENDOR. Additional costs 7. TERMINATION including such taxes,surcharges and delivery costs,except those A. CITY may terminate this Contract or any Purchase Order Issued, described on Exhibit A4,will not be paid or reimbursed without or any part thereof,at any time for its sole convenience by giving CITY's prior written approval, thirty(30)days written notice of termination to VENDOR. G. CITY reserves the right to have VENDOR's records inspected and B. CITY may terminate this Contract upon mitten notice to VENDOR audited to ensure compliance with this Contract. At CITY's option in the event VENDOR defaults on any of the terms and conditions or upon VENDOR's written demand,such audit will be performed of this Contract and such failure continues for a period of fifteen by an independent third party at CITY's expense. However, if (15)days following notice from CITY specifying the default. VENDOR is found to not be complying with this Contract in any C. Notwithstanding the foregoing,CiTY may immediately terminate way,VENDOR shall reimburse CITY for all costs assodated with this Contract.without providing VENDOR with notice of default or the audit, along with any discrepancies discovered,within thirty an opportunity to cure,if CITY determines that VENDOR has failed City of Melbourne and Red the Uniform Tailor incorporated Page 2 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 to comply with any of the terms and conditions of this Contract in number,condition and capacity to efficiently perform the work related to safety,indemnification or insurance coverage. and provide the Goods required by this Contract. D. Notwithstanding the foregoing, CITY reserves the right to Immediately terminate this Contract by providing written notice to 10.ACCEPTANCE AND WARRANTY VENDOR but without an opportunity to cure If CITY determines A. CITY may Inspect and test all Goods at reasonable times in such VENDOR knowingly furnished any statement, representation, manner as shall not unreasonably hinder or delay VENDOR's warranty or certification in connection with-the solicitation of performance; All Goods shall be received subject to CITY's - VENDOR's bid or this Contract, which representation was inspection,testing,approval,and acceptance at CITY's premises materially false,deceptive,Incorrect,or incomplete. notwithstanding any inspection or testing at VENDOR's premises D. Notwithstanding the foregoing, CITY reserves the right to or any prior payment for such Goods. Goods rejected by CITY as immediately terminate the contract by providing written notice to not conforming to this Contract or Good specifications,whether VENDOR if the State of Florida or the federal government enacts provided by CITY or furnished with the Good,may be returned to a law,which removes or restricts the authority of CITY to conduct VENDOR at VENDOR's risk and expense and,at CITY's request, aft or part of its function. shall immediately be repaired or replaced. E. Upon receipt of such notice of termination,VENDOR shall: (1) B. VENDOR makes the following warranties regarding Goods discontinue the terminated work In accordance with CITY's furnished hereunder,which shall survive any delivery,inspection, instructions,(2)thereafter perform only such portion of the work acceptance,payment,or resale of the Goods: not terminated, (3)not place further orders or enter into further (i) Goods will not infringe any party's intellectual property rights; subcontracts for Goods and/or Services relating to this Contract, (ii) VENDOR has the necessary right,title,and interest to provide and(4)terminate all existing orders and subcontracts Insofar as said Goods to CITY,and the Goods will be free of liens and such orders and subcontracts relate to the performance of this encumbrances; Contract. (ill)Goods are new,and of the grade and quality specified; F. There shall be no charges for termination of orders for Goods, (Iv)Goods are free from defects In workmanship and material, Notwithstanding anything to the contrary,VENDOR shall not be conform to a8 samples, drawings, descriptions, and compensated in any way for any work done after receipt of CITY's specifications furnished or published by VENDOR,and to any notice, nor for any costs Incurred by VENDOR's vendors or other agreed-to specifications;and subcontractors after VENDOR receives the notice, nor for any (v) Goods conform to the manufacturing quality provisions set costs VENDOR could reasonably have avoided. forth In Exhibit A2, G. Notwithstanding anything else In this Contract,failure to meet the C. If VENDOR breaches any of the foregoing wan-anties,or Goods delivery date(s) In the Purchase Order shall be considered a are otherwise non-conforming,during a period of three(3)years material breach of contract and shall allow CITY to terminate the after CITY's acceptance of Goods, VENDOR shall, at CITY's order for the Goods and/or any subsequent Orders In the option, promptly repair, replace, or refund the amount paid for Purchase Order without any liability whether the Purchase Order such Goods, and shall pay to CITY all Incidental and was for standard or custom Goods. consequential damages arising from breach of the foregoing warranties.VENDOR shall bear the cost of shipping and risk of 8. FORCE MAJEURE loss of all defective or non-conforming Goods while in transit. Neither party shall be responsible for its failure to perform due to Notwithstanding the foregoing,the parties agree that the term of causes beyond its reasonable control,such as acts of God,fire, the manufacturer's standard warranty shall apply to all theft,war,riot,embargoes or acts of civil or military authorities. If manufacturing defects. delivery Is to be delayed by such contingencies,VENDOR shall immediately notify CITY in writing and CITY may either:0)extend 11.PRODUCT SPECIFICATIONS/IDENTIFICATION/ERRATA time of performance;or(I)terminate all or part of the uncompleted A. VENDOR shall not modify the specifications for Goods without portion of the Purchase Order at no cost to CITY. CITY's written consent. VENDOR shall notify CITY at least ninety (90) days in advance of any changes in the manufacturing 9. DELIVERY,INDIVIDUAL ORDERS AND SCHEDULING process. A.Any forecasts provided by CiTY are for planning purposes only and B. VENDOR shall cooperate with CITY to provide configuration do not constitute an individual Order or other commitment by control and traceability systems for Goods supplied hereunder. CITY. C. VENDOR shall provide CITY with a list of such modifications for B. VENDOR shall notify CITY in writing within two(2)business days each Good and shall promptly notify CiTY in writing of any new of receipt of CITY's Purchase Order or individual Order, as the modifications with respect to the Goods. case may be, if VENDOR is unable to make any scheduled delivery and state the reasons therefor. The absence of such 12.PACKING AND SHIPMENT notice constitutes acceptance of the Purchase Order and A It Is understood and agreed that any item altered or shipped es a commitment to the Order terms. result of this bid shall be new(current production model at the time C. VENDOR shall deliver Goods per the Order as requested by the of the bid).All containers shall be suitable for storage or shipment, CITY and CITY may return non-conforming shipments at and all prices shall include standard commercial packaging. VENDOR's risk and expense. B. Title and risk of loss shall pass to CITY upon delivery of Goods to D. CITY may reschedule or cancel any Order in whole or In part prior CITY'S delivery station. All Goods shall be prepared for shipment to the Order date at no additional charge. in a manner which:(i)follows good commercial practice;(ii)Is E. CITY may place any portion of an Order on hold by notice which acceptable to common carriers for shipment at the lowest rate;and shall take effect immediately upon receipt. Orders placed on hold (Iii)is adequate to ensure safe arrival. VENDOR shall mark all will be rescheduled or canceled within a reasonable time. containers with necessary lifting, handling and shipping F. CITY shall have no obligation with respect to the purchase of information,purchase order number,date of shipment,and the Goods under this Contract until such Goods are specified in an names of the CITY and VENDOR. VENDOR shall ship only the issued Purchase Order which contains specific Order dates for quantity of Goods specified in the Order. CITY may return at specific Goods. VENDOR's expense any Goods in excess of the quantity stated in G. If for any reason VENDOR discontinues the manufacture of any the Order. Good during the term of this Contract or within one(1)year after C. All prices shall be based on delivery F.O.B.Destination prepaid the final delivery under this Contract,VENDOR shall give CITY at and allowed with all charges prepaid to the actual point of delivery least ninety (90) days prior written notice of such Good and Inside delivery. Inspection and acceptance will be at discontinuance,during which time CITY shall have the option to destination unless otherwise stipulated. Title/risk of loss of place a final Order for such Goods for delivery to CITY within an damage to all items shall be the responsibility of VENDOR until agreed upon period. If any warranty return claims are made for delivery Is verified by the CITY. such discontinued Goods,then such returns will be subject la the warranty provisions in Paragraph 10. 13.OWNERSHIP AND BAILMENT RESPONSIBILITIES H. VENDOR, In performing work under this Contract,shall provide A. My specifications, drawings,schematics, technical Information, and maintain during the life of this Contract,equipment sufficient data,tools,dies,patterns, masks,gauges,test equipment,and City of Melbourne and Red the Uniform Tailor Incorporated Page 3 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 other materials furnished or paid for by CITY shall:(l)remain or E. VENDOR represents and warrants that is not listed on the State become CITY's property;(ii)be used by VENDOR exclusively for of Florida's convicted vendor listing established under the CITY's orders; (Ill) be clearly marked as CITY's property and provisions of§287.133,Fie.Stat..whereby the State of Florida segregated when not in use;(iv)be kept in good working condition maintains a convicted vendor listing which excludes those at VENDOR'S expense;and(v)be shipped to CITY promptly on suppliers from bid submittal for a period of thirty-six(36)months. demand. F. VENDOR shall maintain, for the duration of the Agreement,all B. VENDOR shall insure CITY's property and be liable for loss or valid licenses end certificates required for the performance of work - damage while in VENDOR's possession or control,ordinary wear and provision of Goods. and tear excepted. G. Subject to Odebrecht Construction,Inc.,v.Prasad and Odebrecht Construction, Inc., v. Secretary, Florida Department of 14.INTELLECTUAL PROPERTY INDEMNIFICATION Transportation and their progeny,this sub-paragraph applies to VENDOR shall defend, indemnify, and hold CITY and its any contract for goods or services of$1 million or more.VENDOR employees,officers,agents,representatives,and subcontractors certifies that it is not on the Scrutinized Companies with Activities harmless from any costs, expenses (including reasonable in Sudan List or the Scrutinized Companies with Activities In the attorneys'fees),losses,damages,or liabilities incurred because Iran Petroleum Energy Sector List and that It does not have of actual or alleged infringement of any patent,copyright,trade business operations In Cuba or Syria as provided in§287.135,Fla. secret,trademark,maskwork,or other intellectual property right, Stat.,as may be amended or revised. CITY may terminate INS arising out of the use or sale of Goods. CITY shall notify VENDOR Contract at the CITY's option N VENDOR Is found to have of such claim or demand. If an injunction Issues as a result of any submitted a false certification as provided under subsection(5)of such claim or action,VENDOR agrees at Its expense and CITY's §287.135, Fla. Stat.,as may be amended or revised,or been option to either. (I)procure the right to continue using Goods;(ii) placed on the Scrutinized Companies with Activities in Sudan List replace them with non-Infringing Goods;(rli)modify them so they or the Scrutinized Companies with Activities In the Iran Petroleum become non-Infringing;or(lv)refund to CITY the amount paid for Energy Sector List or has been engaged in business operations to any Goods returned to VENDOR or destroyed. This Cuba or Syria, as defined in§287.135, Fla. Stat. ,as may be Indemnification shall not apply to the extent custom Goods are amended or revised. manufactured to CITY's detailed design. H. Failure to comply with this Paragraph shall be considered a breach of contract, 16.GENERAL INDEMNIFICATION VENDOR shall, to the fullest extent permitted by law, protect, 17.RETENTION AND AUDIT defend, indemnify, and hold CITY and its employees, officers, A. VENDOR understands and agrees that CITY is a public entity agents, representatives, and subcontractors harmless from and subject to the Florida Public Records Law and,as such,VENDOR against any and all claims, liabilities, demands, penalties, agrees to retain public records,and upon request provide to CITY forfeitures, suits, judgments, and the associated costs and those public records requested,which retention and access shall expenses(including attorney's fees),which may hereafter incur, be pursuant to Chapter 119,Fla.Stat.. become responsible for,or pay out as a result of:death or personal B. The City reserves the right 10 audit the records of VENDOR for the injury (including bodily injury) to any person, destruction or Goods and/or services provided under this Contract at any time damage to any property,contamination of or adverse effects on during the performance and term of this Contract and for a period the environment,and any dean up costs in connection therewith, of five (5) years after completion and acceptance by CITY. If or any violation of law,governmental regulation or orders,to the required by CiTY,VENDOR agrees to submit to an audit by an extent caused by(i)VENDOR's breach of any term or provision of independent certified public accountant selected by CITY. this Contract;(ii)any negligent or willful acts,errors,or omissions VENDOR shall allow CITY to inspect, examine and review the by VENDOR,its employees,officers,agents,representatives,or records of VENDOR In relation to this Contract at any and all times subcontractors in the performance of this Contract; or (iii) during normal business hours during the term of this Contract. - dangerous defects In Goods. In agreeing to this paragraph the CiTY does not intend to alter,extend or waive any defense of 18.MERGER,MODIFICATION,WAIVER,AND REMEDIES sovereign immunity to which it may be entitled under the Florida A. This Contract contains the entire understanding between CITY Constitution,§768.28,Fla.Stat.or otherwise provided. and VENDOR with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous 16.COMPLIANCE WITH LAWS agreements, dealings and negotiations. No modification, A. VENDOR shall comply with all national,state,and local laws and alteration,or amendment shall be effective unless made in writing, regulations governing the manufacture,transportation,and/or sale dated and signed by duly authorized representatives of both of Goods and/or the performance of services in the course of this parties. Any additional or different terms in VENDOR'S Contract. Lack of knowledge by the bidder shall In no way be documents are deemed to be material alterations and notice of cause for refer from responsibility, objection to and rejection of them is hereby given. B. VENDOR represents and warrants that it is In compliance with B. VENDOR shall not substitute the Goods. Equal Employment Opportunity regulations,unless exempted or C. In the event of any conflict between or among this Contract or any inapplicable. ambiguity or missing specifications or Instruction, the following C. VENDOR represents and warrants that the Goods supplied to the priority is established: CITY shall conform in all respects to the standards set forth in the • First,the"Supplemental Provisions'set forth as Exhibit B to the Occupational Safety and Health Act 1970, as amended. Upon Contract; request of CITY,VENDOR shall provide copies of VENDOR's • Second,the"Federal Provisions"set forth as Exhibit C to the OSHA 300 safety logs (summaries only) and the safety logs Contract; (summaries only) of VENDOR's subcontractors for the past . Third, these "Standard Terms and Conditions of Purchase twenty-four(24)months. Agreement—Goods"identified as Exhibit A to the Contract D. CITY actively supports the Immigration and Nationality Act(INA), • Fourth,CITY's invitation to Bid or CITY's Request for Proposal. which includes provisions addressing employment eligibility, as the case may be,with supporting Addenda and VENDOR's employment verification,and nondiscrimination. Under the INA, bid but only to the extent responsive to CITY's request, employers may hire only persons who may legally work in the collectively set forth as Exhibit D to the Contract. United States(i.e.,citizens and nationals of the U.S.)and aliens D. No waiver of any breach hereof shall be held to be a waiver of any authorized to work in the U.S. The employer must verify the other or subsequent breach. identity and employment eligibility of anyone to be hired,which E. CITY's rights and remedies herein are in addition to any other includes completing the Employment Eligibility Verification Form rights and remedies provided by law or in equity, I-9. VENDOR shall establish appropriate andy ( ) proceduresF. If any provision of this Contract is determined by a court of controls so no services or products under this Contract will be competent jurisdiction to be invalid,illegal,or unenforceable,such performed or manufactured by any worker who is not legally determination shall not affect the validity of the remaining eligible to perform such services or employment. provisions unless CITY determines in Its discretion that the courts City of Melbourne and Red the Uniform Tailor Incorporated Page 4 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 determination causes this Contract to fail in any of its essential purposes. 19.DISPUTES In case of dispute arising under this Contract between the parties, the decision of the City of Melbourne shall be final and binding of both parties. 20.ASSIGNMENT;SUBCONTRACTORS VENDOR may neither assign nor factor any rights In nor delegate any obligations under this Contract or any portion thereof without the written consent of the CITY. CITY may cancel this Contract for cause should VENDOR attempt to make an unauthorized assignment of any right or obligation arising hereunder. This Contract may be amended only in writing signed by VENDOR and CITY and subject to with the same degree of formaitty evidenced in the Agreement. Nothing contained in this Contract will be construed as establishing any contractual relationship between CITY and any subcontractor of VENDOR. VENDOR will be fully responsible to CITY for the acts and omissions of the VENDOR's subcontractor(s) and their employees. When subcontracting is allowed,any changes in subcontractors shall require prior written approval by the City. 21.OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES CITY encourages and agrees to the successful bidder extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful bidder. 22.APPLICABLE LAW This Contract is to be construed and interpreted according to the laws of the State of Florida and all legal proceedings regarding this Contract shall be filed in Brevard County,Florida. 23.HEADINGS The headings provided In this Contract are for convenience only and shall not be used in interpreting or construing this Contract. 24.SURVIVAL The provisions of Paragraph:1,10.13,14,15,17,18,19,22,23, 24, Exhibit A1, Exhibit A2, Exhibit A3, (except for Technical Support which expires or terminates)will survive any termination or expiration of this Contract. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK • City of Melbourne and Red the Uniform Tailor Incorporated Page 5 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October2016 EXHIBIT Al The Goods purchased are a commodity and are not custom-made for the CITY. VENDOR shall supplyand deliver uniforms as listed in EXHIBIT A4,including all materials,_labor,equipment, transportation,sizing, hemming,sewing of patches/emblems/embroidery,and other items as necessary,to the City of Melbourne Fire Department and Code Compliance Divisions on an as-needed basis as set forth herein and in compliance with the Performance Standards of Exhibit A2. The Remainder of this Page Intentionally Left Blank City of Melbourne and Red the Uniform Tailor Incorporated Page 6 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 EXHIBIT A2 PERFORMANCE STANDARDS In addition to those requirements set forth in the Product Description/Specifications attached and incorporated as Exhibit Al to the Contract,all Goods provided by the VENDOR shall conform to the following: A. General Requirements 1. VENDOR shall be an authorized distributor for the products supplied and shall honor all manufacturer warranties.VENDOR shall, upon CITY request, provide documentation they are an authorized distributor for manufacturer at any time during the awarded contract. 2. VENDOR shall provide electronic ordering and immediate order confirmation receipt which shall contain, at a minimum the following: a) Unique order number c) Itemized listing of items ordered b) Date of order d) Name of CITY employee for whom order is placed 3. There shall be no minimum order requirements, stocking/restocking fees or handling charges. B. Quality Assurance 1. VENDOR shall provide alterations, hemming and supply and applications of emblems and patches (whether sewn-on, silk-screened or embroidered) in the unit cost of each applicable uniform item. 2. Hemming of pants shall be done on a blind-stitch hemming machine. 3. All items,details of construction or features not specifically mentioned herein which are regularly furnished on listed clothing items and accessories shall be furnished at no additional cost. 4. All garments shall bear a label with the individual's name and other pertinent data All garments must have a care label permanently affixed giving the care instructions of the garment. 5 All fabric shall meet standard shrinkage allowance of approximately 2%, be colorfast, and be guaranteed washable. The fabric used shall include a fashion clear finish, soil release that combines with color bright retention, have moisture absorbency, and provide maximum comfort. 6. All garments must he neatly pressed and properly shaped; military press where applicable. All oulseams and inseams shall be pressed open Seams shall he serged whenever possible nod measures taken to prevent raveling. Loose fin cads shall be thoroughly trimmed. Leo, 7. Garments shall be manufactured to ISO 9001 quality assurance standard. (AG0306). What reference 8. All garment details not specifically described herein,tailoring, styling, construction, materials,and sample? components shall match the standard reference sample. 9. VENDOR shall, upon request by CITY, provide a full size run of try-on garments within 10 business days for CITY approval. 10. VENDOR shall have a representative, within a three (3) hour radius of the CITY of Melbourne, capable of servicing(measurements/tailoring)CITY personnel. 11. VENDOR shall ensure a proper fit of provided garments for all applicable CITY personnel. City furnished Measurements furnished to the VENDOR shall be used to determine the standard size and proper measurements? fit by the VENDOR. Upon request by the CITY,VENDOR shall conduct a measure/fit at employee work sites for any CITY employee experiencing problems with proper fit of the uniform items. VENDOR shall maintain and keep on file measurement information and provide this data to Fire Department/Code Compliance staff. 12. VENDOR shall provide same day"walk-in" service for measuring of applicable CITY personnel during normal business hours. Measurements shall be performed within five(5)calendar days of CITY request. City of Melbourne and Red the Uniform Tailor Incorporated Page 7 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 13. VENDOR shall arrange pick-up and delivery of any garment requiring alterations.Any misfits or alterations that cannot be adjusted to the satisfaction of the CITY after two(2)attempts shall be replaced with new garments within ten(10)business days. C. Product Availability 1. VENDOR shall provide written notification of all manufacturer's discontinued items to the CITY within three (3) business days of discontinuation. In such instances. VENDOR shall work with the CITY to identify and implement replacement items.Replacement items shall be approved by the CITY in writing prior to implementation. 2. VENDOR shall provide approximately three(3)suggested replacement items for a discontinued item along with replacement part numbers,description, list price,applicable discounts,and final price at least thirty (30) calendar days prior to substitution. There shall be no increase to unit prices for replacement items. 3. Temporary substitutions may be used only in the event of an item not being available. a) Substitutions shall not occur without written approval by the CITY. The CITY shall be sole determiner as to acceptability of substitutions. b) If a higher priced item is used to fill the order,the CITY will be billed at the original contract price of the out of stock item. D. Shipping/Delivery 1. VENDOR shall deliver garments Monday through Friday between the hours of 7:30 AM and 5:00 PM EST.to the CITY of Melbourne Fire Department located at 1500 Hickory Street,Melbourne, FL 32901 unless otherwise authorized by the CITY. 2. VENDOR shall deliver garments within thirty(30)business days from receipt of order. 3. VENDOR shall ensure multiple orders shipped together are not combined. Each order shall be individually wrapped and identified by order name and number to avoid confusion. 4. VENDOR shall deliver all garments in their unopened original packaging, bearing the manufacturer's name, related standards and any other specification or reference accepted as standard. 5. VENDOR shall notify the CITY of any potential delivery delays within three(3)business days after receiving order. 6. VENDOR shall deliver backordered items within ten (10) business days from the date removed from back order status. 7. VENDOR shall not ship incomplete or partial orders unless authorized by the CITY. 8. VENDOR shall reference the following on all shipping documents and invoices: a) Purchase Order e) Quantity Ordered b) Serial number f) Quantity shipped c) Part number g) Destination d) Description/Nomenclature h) Name of intended recipient 9. VENDOR shall not invoice the CITY until full order is received.Partial orders shall not be invoiced. 10. The CITY may extend the time for delivery of goods or services upon receipt of a written request and justification from VENDOR. 11. VENDOR shall ensure emergency deliveries are made within twenty-four(24)hours from receipt of order notification.If the CITY requires emergency delivery,the CITY will pay for the extra cost for this service. In some cases, next day delivery will be the normal delivery time;therefore, no extra charge will be accessed.Emergency deliveries required due to VENDOR's error will be free of shipping charge. City of Melbourne and Red the Uniform Tailor incorporated Page S of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 E. Rejection of Products 1. VENDOR shall be responsible for replacing all items that are determined by the CITY to be damaged,a wrong item,or in an unacceptable condition.VENDOR shall bare all costs associated with the return of said items. 2. Goods delivered and rejected in whole or in part will become a donation to the CITY if VENDOR does not pick up said item(s)within five(5)business days of notification by the CITY. 3. VENDOR shall provide full credit as an adjustment to invoice to CITY on all returns. 4. The CITY reserves the right to order items from another source if in the best interest of the CITY. F. Liquidated Damages 1. VENDOR may be assessed by the CITY the amount of five($5.00)per order per calendar day for late deliveries, unless proven documentation from manufacturer of delay is provided to the CITY within the specified time. 2. The per diem charge may be invoked at the discretion of the CITY and said sum to be taken as liquidated damages and deducted from the final payment, or charged back to the vendor.This deduction is in addition to other remedies available to the CITY pursuant to Florida Statutes or the terms and conditions of this solicitation." G. Additions/Deletions: Items may be added/deleted to or from the contract at the option of the CITY. When an additional item or service is required by the CITY,VENDOR may be invited to submit price quotes for added services or items. At the CITY'S sole discretion, these items may be added to the contract via a written amendment to the contract. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK City of Melbourne and Red the Uniform Tailor Incorporated Page 9 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 EXHIBIT A4 PRICING SCHEDULE VENDOR shall provide and deliver Fire Department/Code Compliance uniforms on as-needed basis in accordance with Exhibit Al,Product Description and Statement of Work,and in accordance to Exhibit A2, Performance Standards utilizing the unit prices below. VENDOR shall ship all orders FOB destination,freight prepaid and allowed. A. Spiewak Uniforms-To Include Hemming,Sewing/Embroidery Of Emblems item Description UOM Unit cost 1 Men's Short Sleeve Performance Duty Shirt: Spiewak#SPDU10 Each $55.05 2 Women's Short Sleeve Performance Duty Shirt:Spiewak#SPDU 11 Each $55.05 3 Men's Long Sleeve Performance Duty Shirt: Spiewak#SPDU15 Each $61.35 4 Women's Long Sleeve Performance Duty Shirt:Splewak#SPDU16 Each $61.35 5 Performance Duty Trousers Non-cargo MAN-Spiewak#SPDU22 Each $59.25 6 Weatherlech Systems Duty Jacket-Spiewak#S568VT Each $165.12 7 Public Safety Performance Fleece/Liner-Spiewak#S327 Each $99.15 B. Fechheimer Uniforms-To Include Hemming,Sewing/Embroidery Of Emblems -item Description UOM . .-Unit cost 1 Men's Short Sleeve Shirt-Style#85R5435 Each $33.43 2' Women's Short Sleeve Shirt-Style#76R5435 Each $33.43 3 Men's Long Sleeve Shirt-Style#35W5435 Each $39.70 4 Women's Long Sleeve Shirt-Style#126R5435 Each $39.70 5 Men's Short Sleeve Shirt-Style#85R5400 Each $33.43 6 Women's Short Sleeve Shirt-Style#176R5400 Each $33.43 7 Men's Long Sleeve Shirt-Style#35W5400 Each $39.70 8 Women's Long Sleeve Shirt-Style#126R5400 Each $39.70 9 Men's 4 Pocket Trousers-Style#47400 Each $45.21 10 Women's 4 Pocket Trousers-Style#47400WT Each $45.21 11 Single Breasted PolyNVool Coat-Style#34891 Each $280.05 12 PolyNVool Trousers-Style#32278 Each $65.42 13 Men's Trouser-Style#3900 Each $33.35 14 Women's Trouser-Style#3900W Each $33.35 C Additional Apparel&Accessories -To Include Any/All Sewing,Screenprinting of Emblems/Embroidery As Applicable Item ,.. ... .Desor[ption ., I 1 6-Pocket Duty Shorts-Pro-Tuff Style#DS135.Color:Navy. Each $31.35 2 Belts 1-1/2"Wide Velcro.Black Basketweave. Dutyman Style#5121U Each $18.22 3 Tie,57 inch Samuel Broome Style#90078 Each $3.95 I City of Melbourne and Red the Uniform Tailor Incorporated Page 10 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 4 Men's High Gloss Duty Oxfords-Bates Style#E22141 Each $56.25 5 Women's High Gloss Duty Oxfords-Bates Style#22741 Each $56.25 6 _ Men's/Womens 6"Tactical Side Zip Boots-Ridge Style#4205 Each $70.50 7 Men's/Women's 8"Tactical Side Zip Boots-Ridge Style#4105 Each $73.50 8 Athletic Shorts-Augusta Style#802 ONLY. Color:Navy. Each $13.50 9 Keystone Blue Bell Crown Hat-Style#R8149 Each $60.00 10 Keystone White Cover w/Black Velvet Band-Style#R8A244 Each $67.50 11 Men's/Women's EMS Trousers-5.11 Taclite#74363 Each $46.80 12 Fitted Hat, Black In Color w/2.5"Embroidered MFD Maltese Logo Each $25.00 Pacific Style#298F Balance of Line(Discount on current catalog or manufacturers list-price for all other 25% catalog products) Pricing shall remain fixed for the duration of each contract and renewal period.No increases will be permitted within the specified contract or renewal period. At each renewal,the VENDOR may request an increase.VENDOR's request for increase must be submitted thirty(30)calendar days prior to expiration of the current term to be considered. In any event,the term increase shall not exceed the then current Consumer Price Index(CPI)in effect at time of renewal. The Consumer Price Index shall mean the index numbers of retail commodity prices designated "CONSUMER PRICE INDEX,ALL URBAN CONSUMERS, U.S.CITY AVERAGE,ALL ITEMS"(1982- 1984=100), not seasonally adjusted,prepared by the Bureau of Labor Statistics of the U.S. Department of Labor. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK City of Melbourne and Red the Uniform Tailor Incorporated Page 11 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 EXHIBIT B SUPPLEMENTAL PROVISIONS Section 1. Bid. This Contract Is awarded based on VENDOR's Bid responding to CITY's ITB. VENDOR represents and warrants that all information and representations contained in the Bid is truthful to the best of VENDOR's knowledge and belief and VENDOR hereby restates and affirms all representations contained in the Bid. Section 2. jOmittedi Section 3. Performance Bonds. No performance bonds or payment bonds are required by this Contract. Section 4. Notice to Parties A. Notice to the CITY regarding terms and conditions of the Contract and changes in address/addressee shall be directed to the City Purchasing Contact as identified on the cover page of this Contract. Notice and communication with the CITY regarding the.Services shall be directed to the CITY as identified on the cover page of this Contract. Payment to CITY shall be directed to City of Melbourne,Accounts Receivable,900 East Strawbridge Avenue,Melbourne,Florida 32901. B. Notice and communication and changes in address/addressee to the VENDOR shall be directed to the VENDOR Contact as identified on the cover page of this Contract. C. Notice of default or notice of termination of this Contract shall be made in writing and delivered in person or dispatched by certified mail,postage prepaid,return receipt requested and shall be addressed as follows: If to the CITY Procurement Manager Procurement Division City of Melbourne 900 East Strawbridge Avenue Melbourne, Florida 32901 If to VENDOR: Patricia Klein, Chief Operating Officer Red the Uniform Tailor Incorporated 475 Oberlin Avenue South Lakewood, NJ 08701 A party may unilaterally change its address or addressee by giving notice in writing to the other party as provided in this section.Thereafter,notices and other pertinent correspondence shall be addressed and transmitted to the new address. Section 5. Insurance Requirements A. VENDOR shall maintain in force Commercial General Liability, Commercial Vehicle Liability insurance,and Workers'Compensation coverage. B. Proof of Insurance.VENDOR shall submit proof of the required insurance to CITY in the form of Certificates of Insurance.Such certificates shall clearly show the insurance coverage required by the Contract. C. All coverage for VENDOR's subcontractors shall be subject to all of the requirements stated herein. Section 6. This Contract may be delivered and executed via facsimile or electronic mail and will be fully enforceable as such. City of Melbourne and Red the Uniform Tailor Incorporated Page 12 0114 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 EXHIBIT Dl INVITATION TO BID ITB-06-065-0-209 61LT ON FILE IN THE PROCUREMENT DIVISION City of Melbourne and Red the Uniform Tailor incorporated Page 13 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016 EXHIBIT D3 VENDOR'S RESPONSIVE BID PROPOSAL ON FILE IN THE PROCUREMENT DIVISION City of Melbourne and Red the Uniform Tailor Incorporated Page 14 of 14 FIRE DEPARTMENT/CODE COMPLIANCE UNIFORMS October 2016