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17To: Via: From: DATE: SUBJECT: BACKGROUND: VENDORS & BID AMOUNT EXPENSE: FUND& ACCOUNT: ATTACHMENTS: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Honorable Mayor & Members of the City Commission Steven Alexander, City Manager South Miami b6*_ A11-Amerlca City '1111.' 2001 Quentin Pough, Acting Director Parks and Recreation Department May 5,2014 Agenda Item NO.:iJ A Resolution authorizing the City Manager to enter into a contract with eLifeguard, Inc. for Swimming Pool and Lifeguard Equipment. After completing a competitive bidding process, the City of Miami awarded a contract to eLifeguard, Inc. pursuant to bid IFB#35230 I (18) for Swimming Pool and Lifeguard Equipment and Supplies. The contract period is from April 22, 2013 through April 21, 20 IS, two (2) years with the option to renew for three (3) additional one-year periods. The City of South Miami has reviewed and wishes to piggyback from the contract between the City of Miami and the Contractor under the same terms and conditions set forth in solicitation for bid IFB#35230 I (18). Please find below a breakdown of all submitted proposals VENDORS BID AMOUNT ELiFEGUARD, INC. N/A $0.00 Expenditures shall be charged to Community Pool Supplies account number 001-2030-572-5210, which has a balance of $3,000.00 before this request was made. Resolution for approval City of Miami Contract Award Sheet IFB No. 35230 I (18) Contract Award Sheet (City of South Miami & Contractor sample) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 RESOLUTION NO.: ________ _ A Resolution authorizing the City Manager to enter into a contract with elifeguard, Inc. for Swimming Pool and Lifeguard Equipment. WHEREAS. the City of South Miami desires to enter into a contract for certain goods and equipment categorized as Swimming Pool and Lifeguard Equipment with eLifeguard. Inc.; and. WHEREAS. the City wishes to utilize the City of Miami contract for Swimming Pool and Lifeguard Equipment between eLifeguard. Inc. and the City of Miami under the same terms and conditions as set forth in Invitation for Bid IFB#35230 I (18); and. WHEREAS, the City has reviewed the Invitation for Bid IFB#35230 I (18) and agrees to the terms and conditions contained therein. and further agrees to the fair and reasonableness of the pricing set forth in eLifeguard. Inc.'s response to the solicitation; and. WHEREAS, eLifeguard. Inc. has agreed to provide such goods and services under the same price(s). terms and conditions as stipulated in its response to IFB#35230 I (18). WHEREAS, representatives from the City and eLifeguard. Inc. have agreed on all the terms and conditions that are mentioned above. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section I. The City Manager is authorized to enter into a contract with eLifeguard. Inc. for the items for which it was awarded a contract for the general category of Swimming Pool and Lifeguard Equipment under the same terms and conditions set forth in solicitation for bid IFB#35230 I (18) between eLifeguard. Inc. and the City of Miami. for an amount not to exceed $5.000 per purchase unless the Commission approves the purchase for a greater sum. All funds shall be disbursed from account: Supplies No. 0012030-5725210 with a current balance of $3.000.00. Section 2. Severability. If any section clause. sentence. or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction. the holding shall not affect the validity of the remaining portions of this resolution. Section 3. Effective Date. This resolution shall become effective immediately upon adoption by vote of the City Commission. PASSED AND ADOPTED this __ day of ______ ,. 2014. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM. LANGUAGE. LEGALITY AND EXECUTION THEREOF CITY ATTORNEY APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Harris: Commissioner Edmond: Commissioner Liebman: Commissioner Welsh: File 10 #: 13-00396 Version: City of Miami Master Report Resolution R-13-0160 Controlling City Commission Body: City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Enactment Date: 4/25113 Status: Mayor's Office for Signature Title: A RESOLUTION OF THE MIAMI CITY COMMISSION ACCEPTING THE BID RECEIVED FEBRUARY 22,2013, PURSUANT TO INVITATION FOR BID NO. 352301, FROM RECREONICS, INC., FOR GROUP I, AND BY ELIFEGUARD, INC., FOR GROUPS I AND II, FOR THE PROVISION OF SWIMMING POOL AND LIFEGUARD EQUIPMENT AND SUPPLIES, FOR THE DEPARTMENT OF PARKS AND RECREATION, ON AN AS-NEEDED, CONTRACTUAL BASIS, FOR AN INITIAL CONTRACT PERIOD OF TWO (2) YEARS, WITH THE OPTION TO RENEW FOR THREE (3) ADDITIONAL ONE (1) YEAR PERIODS; ALLOCATING FUNDS FROM THE VARIOUS SOURCES OF FUNDS OF THE USER DEPARTMENT, SUBJECT TO THE A V AILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED. Reference: Introduced: 3/22/13 Name: Accepting Bid -Recreonics, Inc Requester: Department of Parks and Recreation Notes: Sections: Indexes: Cost: Final Action: 4/25113 Attachments: 13-00396 Summary Form.pdf, 13-00396 Award Recommendation Form.pdf, 13-00396 Tabulation of Bids.pdf, 13-00396 Emails -Additional Information #352301.pdf, 13-00396 Invitation for Bid.pdf, 13-00396 Legislation.pdf Action History Ver. Acting Body Office of the City Attorney Date 4/11113 Action Reviewed and Approved City Commission 4/25/13 ADOPTED This Matter was ADOPTED on the Consent Agenda. Sentlo Due Date Returned Aye: 5 -Wifredo (Willy) Gort, Marc David Sarnoff, Frank Carollo, Francis Suarez and Michelle Spence-Jones Result City of Miami Page 1 Printed on 4/30/2013 Invitation For Bid 352301,1 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK It is the intention of the City of Miami to establish a contract for the purchase, on an as needed basis, of Swimming Pool and Lifeguard Equipment and Supplies. A. Group I -Swimming Pool Equipment and Supplies MANUFACTURERS CATALOGS CURRENTLY USED BY CITY DEPARTMENTS: .. Recreonics .. Lincoln Aquatics B. Group II -Lifeguard Equipment and Supplies MANUFACTURERS CATALOGS CURRENTLY USED BY CITY DEPARTMENTS: .. Water Safety Products .. The Lifeguard Store .. Elifeguard.com Page 34 of34 Invitation For Bid 352301,1 terminated for the convenience by the City of Miami the Contractor will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.22. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed thatthe General Conditions and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/proposer's authorized signature affixed to the bidder's/proposer's acknowledgment form attests to this. If a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions ofthe PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. . 2.23. PRIMARY CLIENT (FIRST PRIORITy) The successful bidder(s)/proposer(s) agree upon award ofthis contract that the City of Miami shall be its primary client and shall be serviced first during a schedule conflict arising between this contract and any other contract successful bidder(s)/proposer(s) may have with any other cities and/or counties to perform similar services as a result of any catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency impacting various areas during or approximately the same time. Page 33 of34 Invitation For Bid 352301,1 allowed after the bid is awarded unless so authorized by the City. The City reserves the right to perform its own testing procedures or to send any and all samples to any certifiable laboratory for analysis. Any and all costs for testing shall be borne by bidder. On the basis of this testing and analysis, the City shall be sole judge of the acceptability of the sample in conjunction with the bid specifications and it's decision shall be final. Any sample submitted shall create an express warranty that the whole of the goods andlor services to be provided by the bidder during the contract period shall conform to the sample submitted. The bidder shall be required to provide adequate restitution to the City, in the manner prescribed by the City, if this warranty is violated during the term of the contract. 2.19. BACK ORDERS SHALL NOT BE ALLOWED The City shall not accept any back orders of deliveries from the bidder. Accordingly, the bidder is required to deliver all items to the City within the specified in this solicitation; and no grace period shall be honored. In the event that the bidder fails to deliver goods within the time specified, the City reserves the right to cancel the order, seek the items from another vendor, and to charge the bidder for any re-procurement costs. 2.20. SPECIFICATION EXCEPTIONS Specifications are based on the most current literature available. Bidder shall notify the City of Miami Purchasing Department, in writing, no less than ten (10) days prior to solicitation closing date of any change in the manufacturers' specifications which conflict with the specifications. For hard copy bid submittals, bidders must explain any deviation from the specifications in writing as a footnote on the applicable specification page and enclose a copy of the manufacturer's specifications data detailing the changed item(s) with hislher submission. For electronic bid submittals, bidders must explain in the Header Section or by an Attachment and, if applicable, enclose a scanned copy of the manufacturer's specifications data detailing the changed item(s) with hislher submission. Additionally, bidders must indicate any options requiring the addition of other options, as well as those which are included as a part of another option. failure of bidders to comply with these provisions will result in bidders being held responsible for all costs required to bring the item(s) in compliance with contract specifications. 2.21. TERMINATION A. FOR DEFAULT If Contractor defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Contractor shall be liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Contractor was not in default or (2) the Contractor's failure to perform is without his or his subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENiENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when it is in the best interests of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so Page 32 of34 Invitation For Bid 35230 I, I If catalog numbers shown in this Bid are incorrect or obsolete, it is the responsibility ofthe vendor to update or advise the City of this problem. The City will issue an addendum to correct and update catalog numbers, when applicable. The catalog number you show on your Product List(s) is the one the City will expect to receive on all orders placed under this contract. Upon request, the bidder shall provide additional sets of manufacturer's product catalogs and price lists at no cost to the City. Failure to meet the above requirements, shall be grounds for default of contract. 2.15. MATERIALS SHALL BE NEW AND WARRANTED AGAINST DEFECTS The Bidder hereby acknowledges and agrees that all materials/products, except where recycled c~ntent is specifically requested, supplied by the Bidder in conjunction with this Bid shall be new, warranted for their merchantability, and fit for a particular purpose. In the event any of the materials/products supplied to the City by the Bidder are found to be defective or do not conform to specifications, the City reserves the right to cancel the order and return such materials/products to the Bidder to replace the materials/products at the Bidder's expense. 2.16. EQUITABLE ADJUSTMENT TpePurchasing Department may, in its sole discretion, make an equitable adjustment in the co.ntract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (I) the volatility is due to circumstances beyond the successful bidder(s) control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the successful bidder(s) that continued performance of the contract would result in a substantial loss. Successful bidder(s) might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. 2.17. WARRANTY, FITNESS FOR PURPOSE The vendor warrants items supplied under this contract conform to specifications herein, and are fit for the purpose for which such goods are ordinarily employed; except if stated in a Special Condition, the material must then fit that particular pu.rpose. The vendor and the City agrees that orders under this contract dqes not exclude, or in any way limit, other warranties, provided in this agreement or by law. 2.18. QUALITY AND MANUFACTURE The apparent silences of these specifications as to any details or the apparent omission from it ofa detailed description concerning any point, shall be regarded as meaning that only materials and workmanship of first quality are to be used. All interpretations of these specifications shall be made upon the basis of this statement. Specifications, brands and manufacturers' names, where given, are to establish product type and quality required. Any equal thereto will be considered, subject to the approval of the City of Miami. Bidders shall indicate on the Bid Sheets, the manufacturer, brand and model or style number they intend to supply to the City, for each item bid. All materials shall be new, of current manufacture, and shall carry standard warranties. No substitutions shall be Page 31 of34 Invitation For Bid 352301, I 2.10. METHOD OF PAYMENT Full payment will be made upon receipt and acceptance of a complete unites). No down or partial down payments will be made. 2.11. ADDITIONSIDELETIONS OF PRODUCTS/SUPPLIERS Although this Solicitation identifies specific items/products to be provided, it is hereby agreed and understood that any related item/products may be addedldeleted to/from this contract at the option of the City. When an addition to the contract is required, the Successful Bidder(s) under this contract, and other suppliers, as deemed necessary, shall be invited to submit price quotes for these new items/products. If these quotes are comp'arable with market prices offered for similar items/products, the supplier(s), if applicable, and item(s) shall be added to the contract. An amendment and updated Blanket Purchase Agreement shall be issued by the City. The newly added items/products shall be ordered via a Blanket Release / Purchase Order. 2.13. DISCOUNTS(FROM MANUFACTURER'S CATALOG AND/OR PUBLISHED PRICE LISTS) Bids shall be submitted on the basis of a percentage discount from one or more manufacturer's product catalog(s) andlor published price list(s). Bidder shall indicate in the Header Section (if bidding electronically) or in the Certifications Section (if bidding in hardcopy format) of their bid response, their single fixed percentage discount to be deducted from the catalog list prices andlor list prices, as listed on this same section of the bid response. Such catalog andlor published price list(s) must be common to, and accepted by, the industry in general. Bidders must bid a single fixed percentage discount, ex. 12% is acceptable, 11.075% is not. The single fixed percentage discount quoted by the bidder must apply to all items in the Manufacturer's Product Catalog andlor Price List, unless bidder clearly states any exceptions in their bid response. 2.14. PRODUCT/CATALOG INFORMATION All Bidders must submit product information on the items they propose to furnish on this Bid. The bidder shall provide a hardcopy or a copy in electronic format (via a CD-ROM or as an attachment to the Header Section of this IFB), of their current manufacturer's product catalog andlor price list. Any Bid received not containing this infornlation may be rejected for that reason and may be deemed non-responsive. Upon contract award, the Successful Bidder(s) shall be required to submit, an electronic copy of their complete product price list that they intend to provide to the City under this contract. This product list will serve as the Contractor's product catalog for the initial term of the awarded contract. The submitted catalog/product price list should include the following fields: product category, item description, item manufacturer, and item manufacturer number, Bidder's item stock keeping unit (SKU), unit of measure, Universal Product Code (UPC), current list price, the discount percentage the bidder is offering, and the net bid price ("City of Miami Contract Price"). The net bid price will be determined by the following formula: reference (list price X discount percentage (expressed as a decimal amount, i.e., 54% discount =0.54» equals the net City of Miami Contract Price. The City in its sole discretion will determine which items within a catalog are acceptable and appropriate for the contract resulting from this bid. Any product additions or deletions from these items during the term of the contract shall be done in accordance with the contract's Special Conditions. Page 30 of34 A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 General Aggregate Limit $ 2,000,000 . ProductslCompleted Operations Personal and Advertising Injury B. Endorsements Required $1,000,000 $1,000,000 City of Miami included as an additional insured Premises & Operations Liability Contingent and Contractual Liability II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto, Owned Autos, Scheduled Autos Including Hired,Borrowed or Non-Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory-State of Florida Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Invitation For Bid 352301,1 The above policies shall provide the City of Miami with written notice of cancellation or material changes in accordance to policy provisions. Companies authorized to do business in the State of Florida,with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, . by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and lor certificates of insurance are subject to review and verification by Risk Management prior to insurance ap Page 29 of34 Invitation For Bid 352301,1 purchase history, in order to determine the lowest responsive, responsible bidder(s). The City reserves the right to award on a per Group basis, or on the total of all Groups, which ever is in the best interest of the City. 2.7. BIDDERS MINIMUM QUALIFICATIONS Bids will be considered only from firms that are regularly engaged in the business of providing the goods as described in this Bid; that have a record of performance for a minimum of three (3) years; and that have sufficient financial support, equipment and organization to insure that they can satisfactorily provide the goods if awarded a Contract under the terms and conditions herein stated. Bidder shall: (1) Not have any member, officer, or stockholder that is in arrears or is in default of any debt or contract involving the City, is a defaulter surety otherwise, upon any obligation to the City, and/or has failed to perform faithfully on any previous contract with the City. (2) Have no record of pending lawsuits or criminal activities, and have never been declared bankrupt. (3) Provide two (2) letters of references where you have provided swimming pool and lifeguard equipment and supplies (Large commercial business and/or Government Agencies) from which the bidder has an established business relationship regarding swimming pool and lifeguard equipment and suppliesfor at least one year. This letter . shaH be on the Agencies' signed letter head with a contact person's name and phone number. (4) Be a Manufacturer OR Manufacturer Authorized DistributorlReseller of the swimming pool and lifeguard equipment and supplies as specified in this Invitation for Bid. (a) Prospective Bidder must provide, at time of bid submittal, manufacturer certification (i.e. letter, certificate, or other verifiable source) demonstrating that bidder is a manufacturer OR manufacturer authorized distributor/reseller. Failure to provide this information at time of bid submittal, may deem bidder non-responsive. 2.8. FAILURE TO PERFORM Should it not be possible to reach the contractor or supervisor and/or should remedial action not be taken within 48 hours of any failure to perform according to specifications, the City reserves the right to declare Contractor in default of the contract or make appropriate reductions in the contract payment. 2.9. INSURANCE REQUIREMENTS INDEMNIFICATION Bidder shall pay on behalf of, indenmify and save City and its officials harmless, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of bidder's performance under the provisions of the contract, including all acts or omissions to act on the part of bidder, including any person performing under this Contract for or on bidder's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct of the City, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. Commercial General Liability Page 28 of34 Invitation For Bid 35230 I, I 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for the purchase of swimming pool and lifeguard equipment and supplies, as specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with the terms, conditions and stipulations of the solicitation. 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Purchasing Department, Attn: Maritza Suarez, CPPB; fax: (305) 400-5025 or email: msuarez@ci.miami.f1.us. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Monday, January 28,2013 at 5:00 PM. All responses to questions will be sent to all prospective bidders/proposers in the form on an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAlD DEADLINE. 2.3. TERM OF CONTRACT The Contract shall commence upon the date of notice of award and shall be effective for two (2) years with the option to extend for three (3) additional one (I) year periods, subject to the availability of funds for succeeding fiscal· years. Continuation of the contract beyond the initial period is a City prerogative; not a right of the bidder. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.4. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) Continued satisfactory performance compliance with the specifications, terms and conditions established herein. (2) Availability of funds 2.5. NON-APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any particular or any project(s) will be awarded to any firm(s). 2.6. METHOD OF AWARD Award of Groups I and II shall be based on the percentage discount offered, which will be evaluated against the Manufacturer's Catalog andlor Published Price List on a sample of equal items based on the City's existing contract Page 27 of34 Invitation For Bid 352301,1 B. The City has determined that such termination will be in the best interest ofthe City to terminate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.81. TERMS OF PAYMENT -Payment will be made by the City after the goods and/or services awarded to a BidderlProposer have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law. 1.82. TIMELY DELIVERY -Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.83. TITLE -Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.84.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE-All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. 1.85. UNAUTHORIZED WORK OR DELIVERY OF GOODS-Neither the qualified Bidder(s)/Proposer(s) nor any ofhislher employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)lProposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.86. USE OF NAME -The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.87. VARIATIONS OF SPECIFICATIONS -For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight.' Ifvariations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 26 of34 Invitation For Bid 352301,1 RFQ, or RFLI. NO EXCEPTIONS. BidderslProposers are welcome to attend the solicitation closing; however, no . award will be made at that time. A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the BidderlProposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non-responsive. Directions to City Hall: FROM THE NORTH: 1-95 SOUTH UNTIL IT TURNS INTO US I. US I SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BA YSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, I BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: USI NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BA YSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, I BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKlNG IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection ofbidlproposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of BidderlProposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection . .G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date andlor time expires), the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.79. TAXES -The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, BidderslProposers should be aware of the fact that all materials and supplies which are purchased by the BidderlProposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the BidderlProposer. 1.80. TERMINATION -The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. Page 25 of34 Invitation For Bid 352301,1 (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.74. SAMPLES -Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.75. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES -Contractor shall not sell, assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1. 76. SERVICE AND WARRANTY -When specified, the bidder/proposer shall define all warranty, service and replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufactut:er's warranty, if applicable, should be submitted with your response. 1.77. SILENCE OF SPECIFICATIONS -The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of bid/proposal. 1.78. SUBMiSSiON AND RECEiPT OF RESPONSES -Responses shaH be submitted eiecironicaiiy via the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, Page 24 of34 Invitation For Bid 352301,1 filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer withil,l three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Comer, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details ofthe solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the BidderfProposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the BidderfProposer to check this section of the website daily after responses are submitted to receive the notice; or ii. Any actual Resporisive and Responsible Bidder whose Bid is lower than that of the recommended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibilIty. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. iii. A written protest based on any of the foregoing must b~ submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the forrimla for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (t). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement . Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to run shall not be included. The iast day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than $25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. Page 23 of34 Invitation For Bid 352301,1 287.017, for CATEGORY TWO for a period of36 months from the date of being placed on the convicted vendor list. 1.68. PUBLIC RECORDS -Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation ofthis Contract by the City. 1.69. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT -All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.70. QUALITY OF WORK/SERVICES -The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.71. REMEDIES PRIOR TO AWARD (Sec. 18-106) -Ifprior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the.law. 1.72. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city Which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without lirhitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. (b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly . render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be. entitled to such ju~icial relief without first having followed the procedure set forth in this section. 1.73. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) (a) Right to protest. The following procedures shall b.e used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. I.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed wi·th the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulatioIi.. A notice of intent to file a protest is considered Page 22 of34 Invitation For Bid 352301,1 OR YOUR RESPONSE MAY BE DEEMED NON-RESPONSIVE. 1,61. PRICE ADJUSTMENTS -Any price decrease effectuated during the contract period either by reason of market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.62. PRODUCT SUBSTITUTES -In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that ite!ll may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.63. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PRQHIBITIONS- Contractor represents and warrants to the City that it has not employed or retained any person or coinpany employed -by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.64. PROMPT PAYMENT -BidderslProposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. BidderslProposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If rio prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. if the BidderlProposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the CitY, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. -If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final-approval for payment is authorized. If a di~count is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term onhe contract. 1.65. PROPERTY -Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.66. PROVISIONS BINDING -Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and prOVisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. .' 1.67. PUBLIC ENTITY CRIMES -A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response on a contract with a public entity for the constntCtion or repair of a public building or public work, may not submit responses on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold 'amount provided in Section Page 21 of34 Invitation For Bid 352301,1 will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.57. OWNERSHIP OF DOCUMENTS ~ It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful BidderlProposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the BidderlProposer for any other purposes whatsoever without the written consent of the City. 1.58. PARTIAL INVALIDITY ~ If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 1.59. PERFORMANCEIP AYMENT BOND -A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.60. PREPARATION OF RESPONSES (HARDCOPY FORMAT) -BidderslProposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shaH be either typewriiten or entered into the space provided with ink. Failure to do so wili be at the Bidder's/Proposer's risk. A. Each BidderlProposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the BidderlProposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. BidderlProposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the BidderlProposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The BidderlProposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or finn by hislher signature. BidslProposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon 'award of a contract, the content of the Successful Bidder's/Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when BidderlProposer is submitting its response in hardcopy fonnat. Use of any other forms will result in the rejection of the response, IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY Page 20 of34 Invitation For Bid 352301,1 the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet as appropriate. 1.51. NO PARTNERSHIP OR JOINT VENTURE -Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.52. NONCONFORMANCE TO CONTRACT CONDITIONS -Items may be tested for compliance with specifications under the direction of the Florida Department" of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and opeJ;l to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications· may be rejected and returned at Bipder's!Proposer's expense. These non-conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re-procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.53. NONDISCRIMINATION -Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, BidderlProposer agrees that no otherwise qualified indivipual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder!Proposer shall not discriminate against any person on the basis ofrace, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.54. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION -At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods andlor services, and to make use of other competitively bid (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available: It is hereby agreed and understood that this formal solicitation does not constitute .the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.55. OCCUPATIONAL LICENSE -Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.56. ONE PROPOSAL -Only one (1) Response from an individual, firm, partnership, corporation or joint venture Page 19 of34 Invitation For Bid 352301,1 fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Web Site following recommendation for award. 1.46. INSURANCE -Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the BidderlProposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Fioor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the BidderlProposer. 1.47. INVOICES -Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.48. LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non-local bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non-local bidder, then that non-local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non-local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non-local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, . include a five (5%) percent evaluation criterion in favor of proposers who maintain a local office, as defined in Section 18-73. In such cases, this five (5%) percent evaluation criterion in favor of proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49. MANUFACTURER'S CERTIFICATION -The City reserves the right to request from bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the bidder/proposer must bear full liability. 1.50. r-l'10DIFICATIO~~S OR CHAt~GES Ir-~ PURCHASE ORDERS Al'~D COl"~TRACTS -.t~o contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through Page 18 of34 Invitation For Bid 352301,1 PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION -Contractor shall indemnify, hold harmless and defend the City, its officials, officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist a'nd defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06 andlor §725.08, Fla. Statues, as amended from time to time as applicable. Contractor shall require all Sub-Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability ofthe Contractor or Sub-Contractor, under this Agreement. 1.43. FORMATION AND DESCRIPTIVE LITERATURE -BidderslProposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each BidderlProposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.44. INSPECTIONS -The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasQnably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives.' All tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. ' 1.45. INSPECTION OF RESPONSE -Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 days after bid closing, whichever is earlier. BidIProposa\ results will be tabulated and may be furnished upon request via Page 17 of34 Invitation For Bid 352301,1 1.37. FIRM PRICES -The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration ofthe contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period oftime. 1.38. FLORIDA MINIMUM WAGE -The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to' change or adjusted by the rate of inflation using the consumer price index for urban wage earners and, clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. . At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term ofthe contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law wili not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.39. GOVERNING LAW AND VENUE -The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami-Dade County, Florida. 1.40. HEADINGS AND TERMS -The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed tem1S and provisions hereof. 1.41. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) -Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (lIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIP AA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non-permitted disclosures; C. Reporting to the City of Miami of any non-permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the BidderlProposer and reasonable assurances that IIHIIPHI will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. Page 16 of34 Invitation For Bid 352301,1 A.Rejection of Responses The City may reject a Response for any of the following reasons: 1) BidderlProposer fails to acknowledge receipt of addenda; 2) BidderlProposer mistates or conceals any material fact in the Response; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder'slProposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re-advertise for all or any part ofthe Formal Solicitation whenever'it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a simil~r nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation, BidderlProposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a BidderlProposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non-responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non-responsive; and, if exceptions are taken to the terms and conditions of the resulting agreement it may lead to terminating negotiations. 1.36. F.O.B. DESTINATION -Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. ' Page 15 of34 Invitation For Bid 352301,1 this Contract. 1.28. DETERMINATION OF RESPONSIVENESS -Each Response will be reviewed to determine ifit is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non-responsive. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT -Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s) during the term ofthe contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS -Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purc;hasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part ofthe purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence -Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) Addenda (as applicable) 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY I DISASTER PERFORMANCE -In the event ofa hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT -The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation andlor Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33. ESTIMATED QUANTITIES -Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES Page 14 of34 Invitation For Bid 352301,1 the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. (c) Certification: All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS -An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perfornl work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO PERFORM -The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful B idderIProposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful BidderIProposer to meet any terms of this agreement, the City will notify the BidderIProposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth; and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or willi sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the. time limits stated, together with the cost of completing llie work, shall be deducted from any monies due or which may become due on Page 13 of34 Invitation For Bid 352301,1 board, commission or agency of the City within the past' two years. Bidder/Proposer further warrants that he/she/it is not related, specifically the spouse, son, daughter, parent, brother or sister, to: (i) any member ofthe commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional services agreement with the City, imposition of the maximum fine andlor any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami-Dade County Commission on Ethics. 1.23. COPYRIGHT OR PATENT RIGHTS -BidderslProposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered andlor services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER -All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be bome by the B idder( s )lProposer( s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminai offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any o~her offense indicating a lack of business integrity or business honesty. . (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of non responsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which Page 12 of34 Invitation For Bid 352301,1 Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre-proposal or pre-bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. ofthe Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFBby City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular I,3idder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY -As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST -BidderslProposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part ofthe BidderlProposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly; an interest of five percent (5%) or more of the total assets of capital stock in your firm. A. BidderlProposer further agrees not to use or attempt to use any knowledge, property or resource which may be within hislherlits trust, or perform hislher/its duties, to secure a special privilege, benefit, or exemption for himselflhersel£'itself, or others. BidderlProposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmenta~ practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. BidderlProposer hereby acknowledges that he/she/it has not contracted or transacted any business with the City or any person or agency acting for the City, and has not appeared in representation of any third party before any Page 11 of34 Invitation For Bid 352301,1 for, or responsible to, the BidderlProposer/Consultant, any sub-contractorlsub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION -BidderlProposer, by submitting a response, certifies that its response is made without previous understanding; agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Purchasing Department or initiating department. The BidderlProposer certifies that its response is fair, without control, collusion, fraud or other illegal action. BidderlProposer certifies that it is in compliance with the Conflict ofInterest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserVes the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS -Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of payor other compensation methods, and training selection. B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. C. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611 ;61. K. Cone of Silenc~, City Code Section 18-74. L. The Florida Statutes Sections,218.73 and 218.74 on Prompt Payment. Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE -Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each R.FP, H .. FQ, P~LI, or IFB after advertisement and terminates at the time the City ~,,1anager issues a \vritten recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Page 10 of34 Invitation For Bid 352301,1 G. The City reserves the right to award the contract on a split-order, lump sum or individual-item basis, or such combination as shall best serve the interests of the City unless otherwise specified. . H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the City's best interests. Such agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 1.11. BID BOND/ BID SECURITY -A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do btjsiness in the State of Florida, payable to the City of Miami, for the amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. BidderlProposer shall forfeit bid deposit to the City should City award contract/agreement to BidderlProposer and BidderlProposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after . the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) -All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES -Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES -If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, BidderslProposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION -The City rt:serves the right to cancel all formal solicitations before its opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES -Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS -It is further expressly agreed that in no event shall the City be liable Page 9 of34 Invitation For Bid 352301,1 proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION -The Successful BidderlProposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful BidderlProposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are dosed. Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract by the City. 1.9. AVAILABILITY OF CONTRACT STATE-WIDE -Any Governmental, not-for-profit or. quasi-governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not-for-profit or quasi-governmental entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the successful bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder'slProposer's response, any addenda issued, and the purchase order shall constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug-Free Workplace Programs. C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where BidderlProposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder'slProposer's Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re-solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from BidderlProposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder'slProposer's default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the BidderlProposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful BiddeilProposer are in mutual agieement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract telm shall conclude upon completion of the expressed or implied warranty periods. Page 8 of34 Invitation For Bid 352301,1 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Inten't: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 'l.i. ACCEPTANCE OF GOODS OR EQUIPMENT -Any good(s) 'or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It'must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. . . 1.2. ACCEPTANCE OF OFFER -The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase' order. 1.3. ACCEPTANCE/REJECTION -The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re-issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal' solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re-issue this formal solicitation. 1.4. ADDENDA -It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.miami.fi.us/procurement 1.5. ALTERNATE RESPONSES MAY BE CONSIDERED -The City may consider one (1) alternate response from the same BidderlProposcr for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the formal solicitation requirements, In order for the City to consider an alternate response, the,BidderlProposer shall complete a separate Price Sheet form and shall mark "Alternate Response". Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, andlor supplies, 1.6. ASSIGNMENT -Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent 1.7. ATTORNEY'S FEES -In connection with any litigation, mediation and arbitration arising out ofthis Contract, each party shall bear their own attorney's fees through and including appellate litig'ation and any post-judgment Page 7 of34 Invitation For Bid 352301,J Table of Contents Terms and Conditions ..................................................................................................................................................... .7 I. General Conditions ............................................................................................................................................ 7 1.1. GENERAL TERMS AND CONDITIONS ............................................................................................. 7 2. Special Conditions .......................................................................................................................................... 27 2.1. PURPOSE ............................................................................................................................................. 27 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION .......................................................................................................... 27 2.3. TERM OF CONTRACT ....................................................................................................................... 27 2.4. CONDITIONS FOR RENEWAL ......................................................................................................... 27 2.5. NON-APPROPRIATION OF FUNDS ................................................................................................. 27 2.6. METHOD OF AWARD ....................................................................................................................... 27 2.7. BIDDERS MINIMUM QUALIFICATIONS ....................................................................................... 28 2.8. FAILURE TO PERFORM .......................... : ......................................................................................... 28 2.9. INSURANCE REQUIRE1viENTS ... , .................................................................................................... 28 2.10.METHODOFPAYMENT ................................................................................................................. 30 2.11. ADDITIONSIDELETIONS OF PRODUCTS/SUPPLIERS .............................................................. 30 2.13. DISCOUNTS(FROM MANUFACTURER'S CATALOG AND/OR PUBLISHED PRICE LISTS) . 30 2. 14 .. PRODUCT/CATALOG INFORMATION ......................................................................................... 30 2.15. MATERIALS SHALL BE NEW AND WARRANTED AGAINST DEFECTS ............................... 31 2.16. EQUITABLE ADJUSTMENT ........................................................................................................... 31 2.17 . WARRANTY, FITNESS FOR PURPOSE ......................................................................................... 31 2.18. QUALITY AND MANUFACTURE .................................................................................................. 31 2.19. BACK ORDERS SHALL NOT BE ALLOWED ............................................................................... 32 2.20. SPECIFICATION EXCEPTIONS ...................................................................................................... 32 2.21. TERMINATION ................................................................................................................................. 32 2.22. ADDITIONAL TERMS AND CONDITIONS .................................................................................. 33 2.23. PRIMARY CLIENT (FIRST PRIORITY) ......................................................................................... 33 3. Specifications .................................................................................................................................................. 34 3.1. SPECIFICATIONS/SCOPE OF WORK .............................................................................................. 34 Page 6 of34 In lieu of a "Punchout" site, as described above, indicate if Successful Bidder will have the capability and ability to receive Purchase OrderslReleases via e-mail or fax and provide goods as requested in the Purchase Order/Release. The Purchase Order constitutes the City's official request for contracted items and the Successful Bidder shall not require the City to manually enter the goods requested via a Purchase OrderlRelease, in the Successful Bidder's online ordering system. Indicate yes or no. Page 5004 Group I: Manufacturer's Product Catalog and/or Price List Number and/or Date, and effective period:(Catalog #3) Group II: Lifeguard Equipment and Supplies -Single fixed percentage discount to be deducted from the manufacturer's catalog list prices and/or price lists. Bidders must bid a single fixed percentage discount, ex. 12% is acceptable, 11.075% is not. (Catalog #1) Group II -Manufacturer's Product Catalog and/or Price List Number and/or Date, and effective period:(Catalog # 1) Group ll: Lifeguard Equipment and Supplies -Single fixed percentage discount to be deducted from the manufacturer's catalog list prices and/or price lists. Bidders must bid a single fixed percentage discount, ex. 12% is acceptable, 11.075% is not. (Catalog #2) Group II -Manufacturer's Product Catalog and/or Price List Number and/or Date, and effective period:(Catalog #2) Group II: Lifeguard Equipment and Supplies -Single fixed percentage discount to be deducted from the manufacturer's catalog list prices and/or price lists. Bidders must bid a single fixed percentage discount, ex. 12% is acceptable, 11.075% is not. (Catalog #3) Group II -Manufacturer's Product Catalog and/or Price List Number and/or Date, and effective period:(Catalog #3) Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No.1, 7/1/07). Ifno addendum/addenda was/were issued, please insert N/A. Indicate, if upon contract award, will the Successful Bidder have the capability and ability to have an online based ordering system that can integrate with the City'S Oracle iProcurement module to create a "Punchout" site that will enable buyers (i.e. City employees) to click a'link, within the Oracle iProcurement module, that goes to the Successful Bidder's electronic catalog, search for items on the Successful Bidder's webiste, and return those items directly to the buyer's electronic shopping cart. Indicate yes or no. Page 4 of34 Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami-Dade County, or Other Occupational License Number: Occupational License Issuing Agency: Occupational License Expiration Date: Group I: Swimming Pool Equipment and Supplies -Single fixed percentage discount to be deducted from the manufacturer's catalog list prices and/or price lists. Bidders must bid a single fixed percentage discount, ex. 12% is acceptable, 11.075% is not. (Catalog #1) Group I: Manufacturer's Product Catalog and/or Price List Number and/or Date, arid effective period: (Catalog #1) Group I: Swimming Pool Equipment and Supplies -Single fixed percentage discount to be deducted from the manufacturer's catalog list prices and/or price lists. Bidders must bid a single fixed percentage discount, ex. 12% is acceptable, 11.075% is not. (Catalog #2) Group I: Manufacturer's Product Catalog and/or Price List Number and/or Date, and effective period:(Catalog #2) Group 1: Swimming Pool Equipment and Supplies -Single fixed percentage discount to be deducted from the manufacturer's catalog list prices and/or price lists. Bidders must bid a single fixed percentage discount, ex. 12% is acceptable, 11.075% is not. (Catalog #3) Page 3 of34 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing ofthe submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (1) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section bclow (refer to paragraph and section). EXCEPTIONS: We (1) certify that any and all information contained in this submission is true; and we (1) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (1) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: ___________________ _ ADDRESS: ______________________________ __ PHONE: _____________ FAX: ___________ _ EMAIL: ____________ BEEPER: ___________ _ SIGNED BY: ___________________________________ __ TITLE: _____________________ DATE: ___________ _ F AlLURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISOUALIFY THIS BID. Page 2 of34 City of Miami Bid Number: Title: Issue Date/Time: Bid Closing Date/Time: Pre-Bid Conference: Pre-Bid Date/Time: Pre-Bid Location: Deadline for Request for Clarification: Buyer: Hard Copy Submittal Location: Buyer E-Mail Address: Buyer Facsimile: Invitation For Bid Purchasing Department Miami Riverside Center 444 SW 2nd Avenue. 6th Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fi.us/procurement 352301,1 Invitation to Bid for Swimming Pool and Lifeguard Equipment and Supplies 22-JAN-2013 02/12/2013 @ 12:00:00 Monday, January 28, 2013 at 5:00 PM Suarez, Maritza City of Miami -City Clerk 3500 Pan American Drive Miami FL 33133 US msuarez@ci.miami.fl.us (305) 400-5025 Page 1 of34 TABULATION OF BIDS IFB NO. 352301: SWIMMING POOL AND LIFEGUARD EQUIPMENT AND SUPPLIES Descrieiion I ~~~: Group I: Swimming Pool Equipment and Supplies The following are sample of equal items based on . the City's existing contract purchase history: 1 Water Noodles Recreonics Superboard, Dimensions: 20" x 11" x 1 24 Ea. 2 3/32", Weight: 12 oz ,; 200 Ea. 3 f. SwimPower Handpaddle (small) 4 Rope %" blue/white, Item 14438BW 5 Umbrella, Lifeguard Chair, vinyl, 6 1/2" in diameter, Item No. 12-344.BW Group II: Lifeguard Equipment and Supplies Prepared by: Maritza Suarez, 3/18/2013 100 Ea. 133 Ea. 24 Ea. Page 1 of 1 I I i t ~ i Recreonics, Inc. I eLifeguard, inc. Unit Price Total l, Unit Price Total , , 12% off catalog i 5% off catalog ~ , • 1 - $3.02 $72.48, Item not on catalog I I ~ ti $10.06 $2,012.00 7.5 $1,500.00 ~ II !~ $22.46 $2,246.00 Item not on catalog $0.92 $122.36 0.4 $53.20 75.22 $1,805.28. $53.19 $1,276.56 B No Bid ~ 5% off catalog • APprova~~/ ...!----J,L..---JY---f---- Departmen t! f t ON RAT AVVARIJ IFB NO.: 352301 (18) DESCRIPTION: SWIMMING POOL AND LIFEGUARD EQUIPMENT AND SUPPLIES CONTRACT PERIOD: APRIL 22, 2013 THROUGH APRIL 21,2015 TERM OF CONTRACT: TWO (2) YEARS WITH THE OPTION TO RENEW FOR THREE (3) ADDITIONAL ONE-YEAR PERIODS COMMODITY CODE: ISECTION #1 -VENDOR AWARD Recreonics, Inc. (Group 1) 4200 Schmitt Avenue Louisville, KY 40213 Contact: Lance Livesay Phone: (800) 428-3254 Fax: (800) 428-0133 Email: lancel@recreonics.com Elifeguard, Inc. (Groups 1 and 2) 265 Barnes Blvd. Rockledge, FL 32955 Contact: Michael Rogers Phone: (321) 433-3630 Fax: (321) 433-3631 Email: info@elifeguard.com 650 ISECTION #2 -AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES/NOTES C.C. AWARD DATE: APRIL 1, 2013 RESOLUTION NO: 13-0160 ANNUAL CONTRACT AMOUNT: N/A Note: Funds allocated from the various sources of funds from the user departments and agencies, subject to availability of funds and budgetary approval at the time of need. ISECTION #3 -REQUESTING DEPARTMENT POLICE AND FIRE-RESCUE DEPARTMENTS Contract Administrator: Maria DeCardenas ISECTION #4 -PROCURING AGENCY CITY OF MIAMI, PURCHASING DEPARTMENT Buyer: Maritza Suarez Phone: (305) 416-1907 Fax: (305)416-1925 Prepared By: Aimee Gandarilla, 5/1/13 AMENDED AMOUNT: N/A INSURANCE REQUIREMENTS: YES PERFORMANCE BOND: N/A APPLICABLE ORDINANCES: N/A A CONTRACT AWARD SHEET INSTRUCTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION CONTAINED HEREIN IS AVAILABLE IN THE ISUPPLIER INFORMATION SECTION OF OUR WEBPAGE AT: www.miamigov.com/procurement TO. Gnv OF MLi\fvH, FLOF1!DA ALL DEPARTMENT DIRECTORS AND CONTRACT LIAISONS Kenneth Robertson, Director Purchasing Department DATE: SUBJECT: HEFCHCNGES: ENCLOSUFH2S: May 1,2013 Swimming Pool and Lifeguard Equipment and Supplies IFB No. 352301(18) Please find enclosed a copy of the recently approved term contract for Swimming Pool and Lifeguard Equipment and Supplies. This contract has been established for the Department of Parks and Recreation. Unless a specific item is not listed, using department in need of these goods or services is required to utilize this contract. Using department is urged to carefully review the contract in detail to become familiar with its prices, terms and conditions, and items awarded. If any department is unable to locate a particular item on the contract, please contact the appropriate Buyer for assistance. No other goods or services can be purchased under this agreement except those specified in the contract. When requesting this commodity or service, the IFB No., Resolution No. and the corresponding catalog item numbers must be cited in the requisition. It shall be the responsibility of the using department to properly administer the contract to ensure that the contractor and the City perform all contractual obligations. In the execution of this responsibility, departments should monitor vendor performance, inspect goods at time of delivery, and check for accuracy in billing. Should any using department experience any difficulties with the contractor, please document the matter and immediately advise Maritza Suarez, Procurement Supervisor, at (305) 416-1907 for assistance. CONTRACT THIS AGREEMENT made and entered into this _ day of ,2014, by and between the City of South Miami, a Florida municipal Corporation (hereinafter referred to as "City") and Elifeguard, Inc., (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the City of Miami solicited bids, pursuant to IFB [Invitation to Bid] #352301 (18), for Swimming Pool and Lifeguard Equipment; and WHEREAS, the City of Miami, after completing a competitive bidding process, awarded a contract to Elifeguard, Inc.; and WHEREAS, the City of South Miami desires to utilize the City of Miami contract pursuant to IFB #352301 (I 8), and pursuant to authority of the City of South Miami's Charter. NOW, THEREFORE, the City and the Contractor, each through their authorized representative/official, agree as follows: 1. The City desires to enter into a Contract, for the items awarded to it under the general category of Swimming Pool and Lifeguard Equipment, under the same terms and conditions as set forth in IFB #352301 (18) and the agreement between City of Miami and Elifeguard, Inc., pursuant IFB #352301 (I8). 2. The City has reviewed the contract and agrees to the terms and conditions and further agrees to the fair and reasonableness ofthe pricing. Contractor hereby agrees to provide such services under the same price(s), terms and conditions as IFB #352301 (l8)and the agreement between City of Miami and Elifeguard, Inc., pursuant IFB #352301 (18), a copy of which, including any amendments thereto, is attached hereto and made a part hereof by reference. 3. All references in the contract between City of Miami and Elifeguard, Inc., shall be assumed to pertain to, and are binding upon Contractor and the City of South Miami. All decisions that are to be made on behalfofthe City, as set forth in the City of Miami IFB and its agreement with Elifeguard, Inc., shall be made by the City Manager for the City of South Miami. The term of the contract, including all extensions authorized by the contract shall not exceed five years. Notwithstanding anything contained in the IFB or the City of Miami contract to the contrary, this agreement shall be governed by the laws of the State of Florida and venue for all dispute resolutions or litigation shall be in Miami-Dade County, Florida. IN WITNESS WHEREOF, and as the duly authorized act of the parties, the undersigned representatives of the parties hereto have caused this instrument to be signed in their respective names by their proper officials and to be attested by their respective Clerks the day and year first above written. ATTEST: CITY OF SOUTH MIAMI By: __ ~~~~ ____ ~~ _____________ By: __________________ ~ ____ __ Maria M. Menendez, CMC Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality and Execution Thereof By: ______ _ Thomas F. Pepe City Attorney VENDOR By: _______________________ _ (type name and title of signatory above)