A3__Terms_and_Conditions_P2608COC.docx

Attachment A3 City of Cocoa Terms and Conditions

SECTION 1. GENERAL INSTRUCTIONS FOR PROPOSAL DELIVERY AND PREPARATION.

1.

REQUESTING THE SOLICITATION DOCUMENT.

The RFP documents are available on-line at no charge via the City of Cocoa online bidding platform, http://www.myvendorlink.com, and posted as public notice on the City’s website. Vendors must be registered through Vendor Link to download the solicitation documents. The City is not responsible for errors and omissions occurring in the transmission or downloading of any documents from these websites. In the event of any discrepancy between information on these websites and the hardcopy specifications, the terms of the hardcopy specifications shall prevail. For more information, call the Purchasing Department at (321) 433-8833 or email your request to purchasing@cocoafl.org. Important: The desire of the City to pursue proposals shall in no way obligate the City to compensate you for your efforts or to execute a contract with your firm.

ON-LINE SERVICE PROVIDER DISCLAIMER.

Vendor Link LLC has no affiliation with the City other than as a service that facilitates communication between the City and its vendors. Vendor Link is an independent entity and is not an agent or representative of the City. Communications to Vendor Link do not constitute communications to the City.

SOLICITATION DOCUMENTS FROM THIRD PARTY PROVIDERS.

The City of Cocoa Procurement Division, its website, and its service provider Vendor Link is the only authorized source of solicitation documents/forms. Solicitation documents/forms obtained from any other third-party source may be an incomplete set of documents. Proposers using solicitation documents/forms obtained from any other third party source are advised to contact the City’s Procurement Division to provide a contact name, mailing address, phone number, fax number, and email address to obtain a complete set of solicitation documents and to enable notification of required addenda. Reproduction of these documents without the express permission of the City is prohibited.

RESERVED

INTERPRETATION AND QUESTIONS.

All questions relating to this RFP must be submitted in writing and delivered electronically via email to the Purchasing Division.

The Purchasing Division will serve as the appointed official for receiving all questions pertaining to this RFP and publisher of corresponding addendums associated to this solicitation.

Brian Dale – Procurement and Budget Manager City of Cocoa Procurement Division 65 Stone Street, 3rd Floor, Cocoa, Florida 32922 Phone: (321) 433-8486, extension 8833 Email: purchasing@cocoafl.org

1. It is the Respondent’s responsibility to become familiar with and fully informed regarding the terms, conditions, and specifications of this RFP solicitation. Lack of understanding and/or misinterpretation of any portions of this RFP solicitation document shall not be cause for withdrawal of your RFP response after opening or for subsequent protest. Proposers must contact the Procurement Division prior to proposal opening, should clarification be required.

1. Any interpretations, clarifications, or changes will be made in the form of written addenda issued by the Procurement Division.

1. Any oral communications will not be authoritative and will not be binding on the City.

1. It is the sole responsibility of the Proposer to contact the Procurement Division prior to submitting a proposal to ascertain if any addenda have been issued, to obtain all such addenda, and to return executed addenda with each proposal.

1. Addenda’s will be available to all Proposers on the City of Cocoa’s online bidding platform, Vendor Link (http://www.myvendorlink.com).

PREPARATION AND FORMAT.

Proposals shall be prepared in an Original one (1) and one (1) electronic copy by use of USB Drive. Packages must be submitted in a clear and concise manner to meet the requirements of the RFP. Emphasis should concentrate on conformance to the RFP instructions, responsiveness to the requirements, as well as completeness and clarity of content.

RESERVED

COMPLETENESS.

Proposals shall contain the information as required in this solicitation. Failure to submit all information as requested may result in a lowered evaluation score of the proposal. Proposals that are substantially incomplete or lack key information may be rejected by the City.

JOINT VENTURES.

All Proposers intending to submit a proposal as a Joint Venture are required to have filed proper documents with the Florida Department of State, the Division of Professions, Construction Licensing Board and/or any other state or local licensing Agency prior to submitting a proposal response. Please refer to Section 489.119 Florida Statutes.

Joint Venture Firms must provide an affidavit attesting to the formulation of a joint venture and provide either proof of incorporation as a joint venture or a copy of the formal Joint Venture Agreement between all joint venture parties, indicating their respective roles, responsibilities and levels of participation for the project.

CORPORATE STANDING AND AUTHORIZED SIGNATORY.

The Proposer must demonstrate that the company is in good standing and that the person signing this proposal is an Authorized Signatory on behalf of the Proposer to sign proposals, negotiate and/or sign contracts, agreements, amendments and related documents to which the Proposer will be duly bound. The Proposer must provide a copy of the State Certificate of Good Standing/Articles of Incorporation listing the officers of the company. In addition to the aforementioned documents the Bidder/Proposer must include necessary information to verify the individual signing this proposal/bid and or any contract document has been authorized to bind the corporation. Examples include:

1. A copy of your Articles of Incorporation listing the approved signatories of the corporation.

1. A copy of a resolution listing the members of staff as authorized signatories for the company.

1. A letter from a corporate officer listing the members of staff that are authorized signatories for the company.

PROPRIETARY INFORMATION.

1. In accordance with Chapter 119 of the Florida Statutes (Public Records Law); and except as it may be provided by other applicable State and Federal Law, all Proposers should be aware the Request for Proposals (RFP) solicitation and the responses thereto are in the public domain. Proposers are requested to identify specifically any information contained in their Proposals which they consider confidential and/or proprietary and which they believe to be exempt from disclosure, citing specifically the applicable exempting law.

1. A generic notation that information is “confidential” is not sufficient. Failure to provide the Procurement Division with a detailed explanation and justification including statutory cites and specific reference to your Proposal detailing what provisions, if any, you believe are exempt from disclosure, may result in your entire Proposal being subject to disclosure in accordance with Chapter 119 of the Florida Statutes.

RESERVED

PROPOSAL SUBMITTAL AND DELIVERY.

1. Sealed proposals must be received in the City’s Procurement Division no later than the specified due date and time. Proposals received after the stated date and time will not be accepted and will be returned unopened. The City will not be responsible for any bid/proposal delivered incorrectly or to the wrong address or location. No exceptions will be made.

1. If submitted by mail, the Proposal submittal shall be enclosed in a sealed envelope addressed to the designated Procurement Administrator. Proposals submitted by mail must be received by the Procurement Division by the time specified herein for the opening thereof.

1. Please be advised that United States Postal Service (USPS) Express and Priority service class; are delivered to the City once daily. Accordingly, in order for a submission to be received by the Procurement Division when the services of the USPS are used, a Proposer or bidder is responsible for ensuring that their submittal is transmitted in such manner as necessary for the USPS to receive, sort, and deliver to the City by the submittal due date and time.

1. The City only collects other USPS mail one (1) time per day upon opening of the local Post Office branch, which is then sorted by the City for delivery to the Procurement Division and other City departments. Submissions arriving at the USPS after the initial pick-up by the City will be placed in the City’s callbox for pick-up and will not be delivered to or received by the Procurement Division until the next business day.

1. When using the USPS or any other mail delivery services, it is the sole responsibility of the Proposer to ensure that Proposals are received in the Procurement Division by the due date and time. The City shall not be responsible for delays caused by any occurrence.

IMPROPER IDENTIFICATION AND TIMELINESS.

The City is not responsible for the failure of a Proposer or the Respondent’s agent to submit responses in a timely manner or for a proposal that is not properly addressed or identified. Proposal delivery by electronic means, such as facsimile and e-mail, is not allowed.

PUBLIC OPENING OF PROPOSALS.

Proposals will be announced publicly by the Procurement Division on the due date and time or as soon thereafter as possible. Only the names of the respondents and verification of bond submittal, if applicable, will be publicly announced unless otherwise required by law. Sealed bids, proposals, or replies received by an agency pursuant to a competitive solicitation are exempt from s. 119.07(1) and s. 24(a), Article I of the State Constitution until such time as the agency provides notice of an intended decision or until 30 days after opening the bids, proposals, or final replies, whichever is earlier. All other information will be subject to Florida’s Open Government Laws to Public Contracting.

WITHDRAWAL OF PROPOSALS.

Proposals may not be withdrawn for a period of one hundred eighty days (180) days after the public opening date.

OWNERSHIP OF DOCUMENTS.

All documents resulting from this RFP solicitation shall become the sole property of the City. All Proposals received from Respondents in response to the RFP solicitation will become the property of the City and will not be returned to Respondents. In the event a contract is executed, all documentation produced as part of the Contract will become the exclusive property of the City.

1. Drawings, specifications, designs, models, photographs, reports, surveys, calculations, and other data provided in connection with this RFP solicitation and/or agreement as a result of this solicitation process; are and shall remain the property of the City whether the project for which they are made is executed or not. Such finished or unfinished documents, data, calculations, studies, surveys, specifications, drawings, maps, models, photographs and reports prepared by the successful Respondent(s) shall be delivered by the successful Respondent(s) to the City at the conclusion of the project or the termination of the successful Respondent(s)’ services.

1. When such documents are provided to other parties, the successful Respondent(s) shall ensure return of the City’s property by collecting a deposit equal to the cost of reproduction.

SECTION 2. EVALUATION PROCESS.

1.

DETERMINING RESPONSIBILITY.

In conjunction with the weighted criteria being used to determine the qualifications and capability of the Respondent, the City may also consider the Respondent’s ability to meet or exceed the following criteria:

1. The Respondent’s ability, capacity, and skill to perform the contract or provide the service within the time specified;

1. The quality of performance of previous contracts or services including previous performance with the City;

1. Previous and existing compliance by the Proposer with laws and ordinances relating to the contract or service;

1. Financial resources of the Proposer to perform the contract or provide the service; and,

1. Whether the Proposer is in arrears to the City on a debt or a contract; whether the Proposer is in default on surety to the City; or whether the Respondent’s taxes are delinquent.

USE OF THE WORDS “SHALL”, “MUST”, “WILL”.

The City of Cocoa has established certain requirements with respect to proposals to be submitted by prospective Respondents. The use of "shall", "must" or "will" (except to indicate simple futurity) in the Request for Proposals (RFP) indicates a requirement or condition, which must be met. The City of Cocoa may, at its sole discretion, waive these requirements or conditions if the conditions are determined to be not material. A deviation from a requirement is material if the deficient response is not in substantial accord with the RFP requirements, provides an advantage to one Proposer over other Respondents, or has a potentially significant effect on the delivery, quantity or quality of items proposed amount paid to the Respondent, or for the cost to City of Cocoa. Material deviations cannot be waived.

INITIAL EVALUATION OF PROPOSALS.

1. Each proposal is initially evaluated by the Procurement Division to ensure each proposal meets the minimum criteria as set forth in the solicitation document. A Proposal Submittal Checklist of the essential items required by the solicitation shall be prepared by the designated Procurement Representative and presented to the Evaluation Committee for consideration and action. This process may include, but is not limited to the following:

1. The proposal was submitted by the deadline;

1. All required documents have been submitted;

1. All documents requiring an original signature have been signed and submitted; and

1. Verification through the professional regulatory agency to ensure proper professional licenses or credentials, as required.

1. The City, at its sole discretion, may utilize the services of one or more independent firms, consultants, technical experts, and/or services to assist in the review or to provide an assessment, evaluation, and/or opinion as to the merits or validity of the Respondent’s response to this RFP.

EVALUATION COMMITTEE.

The City may utilize an Evaluation Committee to review responses. The Evaluation Committee is comprised of qualified and recommended City staff members, professional City advisors, or local government staff or officials who are appointed by the City Manager or Designee in coordination with the requesting department. The Evaluation Committee shall consist of members who have experience, knowledge and/or expertise in the program area and service requirements of the solicitation. The designated Procurement Representative serves as the non-voting chair of the committee.

INITIAL RANKING AND/OR SHORLIST.

The Evaluation Committee may be tasked with selecting a minimum of two (2) and a maximum of six (6) of the proposals submitted for presentation and/or interview based upon the criteria established herein. If fewer than two (2) Respondents submit a proposal, those that submit may be selected for presentations or interviews; or the solicitation may be cancelled at the sole discretion of the City. Comment by Brian Dale: Changed from 3 to 2 to match RFP language. NO statutorily required minimum on the ERP RFP.

PRESENTATIONS OR INTERVIEWS.

The City may request that Respondents provide presentations to the Evaluation Committee, City Manager, and/or City Commission; and/or conduct interviews with the selected Respondents regarding the qualifications, ability to furnish the required services, and all criteria set forth herein. The Procurement Division will notify all selected Respondents of the City’s decision to request presentations and/or interviews, as applicable. Therefore, the Proposer shall have officials of the appropriate management level present and representing the firm if a presentation is scheduled by the City. The Proposer understands that any and all costs related to the presentations and interview process is considered an operational cost of the Proposer and shall not be passed on to or be borne by the City.

Presentations may include, but not be limited to; a presentation from the Proposer and questions from the City. The City will make an effort to provide questions to be addressed in these sessions to the respective Proposer prior to the session. The Proposer shall address all questions provided in their presentation and provide same in handouts and on digital format. The Proposer understands that any and all costs related to the presentations and interview process is considered an operational cost of the Proposer and shall not be passed on to or be borne by the City.

Pursuant to Florida Statute Chapter 286, any portions of a meeting, at which a vendor makes an oral presentation, or answers questions as part of a competitive solicitation, are exempt from Florida Statute 286.011 and Statute 24(b), Article I of the State Constitution until such time as the agency provides notice of an intended decision or until 30 days after opening the proposals, whichever occurs earlier.

BEST AND FINAL OFFER AND CONTRACT NEGOTIATIONS.

The City may, at its option, request that all the respondents or all respondents shortlisted provide a Best and Final Offer submittal before selection of the final Respondent for contract negotiations. If a BAFO is requested, the Procurement Division must establish a deadline for submission of Best and Final Offers, indicate the areas of the RFP to be addressed, and indicate how the revised proposals will be evaluated. If a respondent does not submit a Best and Final Offer, its immediate previous offer will be considered as its Best and Final Offer (unless a bid withdrawal has been accepted). The contract negotiation team will include, at a minimum, a member from the Procurement Division and a member from the requesting Division/Department/Office. The City reserves the right to negotiate any and all elements of a contract resulting from this RFP solicitation. Nothing in this RFP guarantees contract negotiations will be successful, and such negotiations may be terminated at any time, including after selection of a Respondent. Respondents submit proposals solely at their own risk. Pursuant to Florida Statute Chapter 286, any portion of a meeting, at which negotiation strategies are discussed, or negotiations with a vendor is conducted, are exempt from Florida Statute 286.011 and Statute 24(b), Article I of the State Constitution until such time as the agency provides notice of an intended decision or until 30 days after opening proposals, whichever occurs earlier.

BASIS FOR SELECTION.

Except in cases where the City exercises the right to reject all Proposals, the selection of a Respondent for contract negotiation shall be made as soon as practicable after the opening of the proposals, to the Respondent deemed the most qualified and in the City’s best interest (most advantageous) as determined in the sole and absolute discretion of the City. SELECTION OF THE RESPONDENT DEEMED MOST QUALIFIED AND IN THE CITY’S BEST INTEREST SHALL NOT RESULT IN THE FORMATION OF A CONTRACT. NO CONTRACT SHALL BE FORMED UNTIL FINAL APPROVAL OF SUCH CONTRACT BY THE CITY COUNCIL OR CITY MANAGER AFTER NEGOTIATION OF SPECIFIC CONTRACT TERMS, CONTAINING SUCH TERMS AS THE CITY COUNCIL OR CITY MANAGER DETERMINE ARE IN THE BEST INTEREST OF THE CITY. Contract negotiations may be terminated at any time by the City Manager if, in his or her sole discretion, the City Manager determines that the negotiation of terms acceptable to the City will not be successful.

1. RIGHT TO CANCEL OR REJECT.

1. A solicitation may be canceled, or any or all submittals in response to a solicitation issued by the City may be rejected, by the Procurement Administrator, in whole or in part, without recourse, when it is in the best interest of the City in accordance with the Section 5.14 of City of Cocoa Purchasing Policy. As the best interests of the City of Cocoa may require, the right is reserved to make selection(s) by individual items, group of items, all or none, or a combination thereof, with one or more suppliers. The Proposer agrees that the City has the right to reject, for any reason and without penalty, any and/or all proposal packages or any part of a proposal package, prior to and after the rankings are made by the City, and that the City has the right, for any reason and without penalty, to terminate any contract negotiations commenced with any Proposer following selection or award to the most advantageous Respondent. The City also reserves the right to re-advertise and solicit new bids/proposals or to abandon the project in its entirety without reason and without penalty.

1. The City reserves the right to accept or reject any or all Bids/Proposals, or to waive any formalities, technicalities, irregularities, or immaterial variation.

1. The City also reserves the right to reject the proposal from a Proposer who has previously failed to perform properly, or complete on time contracts of a similar nature, or who investigation shows is not in a position to perform the contract.

1. EVALUATION COMMITTEE TABULATION.

If utilized, the Evaluation Committee Tabulation Form will be posted and available for download on the City of Cocoa’s online bidding platform, Vendor Link (http://www.myvendorlink.com).

NOTICE OF INTENT TO AWARD.

The Procurement Division may issue a Notice of Intent to Award. If a Notice of Intent to Award is issued, it shall be publicly posted on the Public Notice Board located outside of City Hall for a period of at least three (3) business days after the Notice is issued. The Notice will also be posted and posted and available for download on the City of Cocoa’s online bidding platform, Vendor Link (http://www.myvendorlink.com).

PROTESTS AND APPEALS.

1. Any prospective Bidder or Respondent may file a Notice of Intent to Protest concerning a Solicitation’s specifications or criteria, including addenda, or the procedures leading to award of the Bid or Proposal (Pre-Award/Selection Protest) in writing to the Purchasing Manager. The protest must be received in the Procurement Division Office at least 72 hours after receipt of the Solicitation documents or addenda in accordance with Section 8.8 of the City of Cocoa Purchasing Manual.

1. Any Bidder or Respondent, who is not the successful Respondent selected and who claims to be the rightful awardee, may file a Notice of Intent to Protest, in writing, with the Procurement Division Office, within 72 hours after the decision of the City Council or the City Manager selecting the most advantageous Respondent. An Award Protest is not valid if filed by a Bidder who cannot show they would be awarded the Contract if their protest is upheld in accordance with Section 8.8 of the City of Cocoa Purchasing Manual.

1. Any Bidder or Respondent who intends to protest is advised to obtain a copy of the City of Cocoa Purchasing Manual and must follow all procedures and submit all required documents with its Notice of Intent to Protest as provided therein.

1. The decision of the City Council or City Manager shall be final and conclusive.

AGREEMENT/CONTRACT.

The City intends to use and issue an agreement for the services requested herein, containing the terms deemed in the City’s best interest by the City Manager or City Council. Typically, the Scope of Services outlined in this RFP solicitation, the successful Respondent’s response to same and the end result of negotiations will become Exhibit “A”, Scope of Services on the agreement. Exhibit “B” will outline the Pricing Schedule as negotiated.

1. The successful Proposer must sign the agreement prior to execution by the City, whereupon the successful Proposer becomes the Contractor upon approval.

1. The provisions of said agreement contain similar language to the provisions contained in this solicitation document.

1. The agreement shall be used as a basis for negotiation and the City reserves the right to change, revise, or modify the agreement in its entirety, or any part thereof, prior to obtaining signatures from all parties.

1. The successful Proposer shall execute and return the agreement to the City, within five (5) days after receipt along with any and all additional contractual documents, performance and payment bonds (if applicable), insurance certificates, completed subcontractor list, and any other documents required as outlined in this solicitation document.

1. In no event shall an agreement be considered binding upon the City until it has been properly executed by all parties.

1. In conjunction with the agreement, a purchase order or other form of payment will be established by the City prior to the start of any project, service, or work by the successful Respondent.

EXECUTION OF CONTRACT.

1. The City Manager, or designee, shall review the fees and rates of compensation for reasonableness prior to execution of contract or submittal of a recommendation of contract or agreement to the City Commission. The City Attorney may review all contract documents. Other experts may be consulted to assist in this process.

1. The Procurement Division and the requesting Department/Division/Office will prepare the required award documents and make recommendations for approval to the City Commission or City Manager. Upon award, the Mayor or City Manager, as applicable, will execute the agreement. The City Commission retains full discretion to award or reject a contract or authorize expenditures in the best interest of the City, even after selection of the most advantageous Respondent.

NON-EXCLUSIVE CONTRACT.

Award of this project shall impose no obligation on the City to utilize the successful Proposer for all work of this type, which may develop during the contract period. This is not an exclusive contract. The City specifically reserves the right to concurrently contract with other companies for similar work if it deems such action to be in the City’s best interest.

OWNERSHIP AND RIGHTS IN DATA.

Any work, product or deliverable report provided to the City as a result of work performed while under contract shall be considered the property of the City and may be used in any fashion the City deems appropriate. The City shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all information, materials, and documents discovered or produced by the successful Proposer pursuant to the terms of the awarded contract, including but not limited to reports, memoranda or letters concerning the research and reporting tasks of the awarded contract.

SECTION 3. GENERAL TERMS AND CONDITIONS.

1.

USE OF INTERCHANGEABLE TERMS.

1. Throughout this solicitation document, the usage of the terms Consultant, Proposer and/or Respondent may be used interchangeably with each other.

1. Throughout this solicitation document, the usage of the terms Agreement and/or Contract may be used interchangeably with each other.

FUND AVAILABILITY.

Any contract resulting from this solicitation is deemed effective only to the extent that funds are available. The City of Cocoa abides by the provisions set forth in Florida Statutes relative to the appropriation of funds.

1. Multi-Year Contracts and Appropriation of Funds (if applicable) Contracts for Goods, Services, or Construction may be entered into for more than one (1) fiscal year if it is deemed to be in the best interest of the City, if the term of the Contract and conditions of renewal or extension are included in the Solicitation, and funds are available for the first term of the Contract. Obligations for succeeding fiscal years may be subject to the availability and appropriation of funds by the City Commission.

1. For Construction Projects, total funding may be identified and appropriated in the fiscal year commencement of the Construction Project takes place, or to the maximum extent as possible and not inconsistent with law. Obligations for succeeding fiscal years shall be rolled over and/or appropriated as applicable.

PROMPT PAYMENT ACT.

Payments will be made pursuant to section 218.70, Florida Statutes, Florida’s Prompt Payment Act.

PURCHASING CARD PROGRAM.

The City of Cocoa uses the VISA Purchasing Card Program to streamline our procurement process. In order to expedite payments to suppliers, the Truist VISA Purchasing Card (P-Card) and ePayables solution has been implemented to more effectively control our procurement activities and to achieve a significant cost savings over the traditional paper, purchasing and payment system.

As one of the City of Cocoa’s valued suppliers, your business can also achieve cost savings results by accepting the ePayables or P-Card. Identified supplier benefits of this Program are:

· Reduction of payment time;

· Payment within forty-eight (48) to seventy-two (72) hours;

· Direct electronic deposit to your primary bank account;

· Increase in working capital;

· Reduced collection efforts;

· Enhanced corporate relationships;

· Reduced billing costs; and

· Enhanced reporting.

Additionally, you will be able to grow your customer base by accepting purchasing cards from other corporate customers as well as all major credit cards; therefore, the City encourages all vendors to accept the VISA ePayables solution.

INVOICES.

1. All invoices, in order to be classified as a proper invoice, shall be delivered to Finance Department, Attention: Accounts Payable, City of Cocoa, 65 Stone Street, Cocoa, Florida, 32922.

For purposes of billing submission and payment procedures, a "proper invoice" by a Contractor, consultant or other invoicing party shall conform to the following process:

1. A description (including quantity) of the goods and/or services provided to the City (or a party on behalf of the City) reasonably sufficient to identify it (or them);

1. the amount due, applicable discount(s), and the terms thereof;

1. the full name of the Vendor, Contractor or other party who is supplying the goods and/or services including a mailing address in case of a dispute and a mailing address for payment purposes (if they are different) and a telephone number;

1. the Purchase Order and Contract number (if applicable) as supplied by the City;

1. an identification by City Division, Department or Office of the party or parties to whom the goods were delivered or services provided; and

1. in order to be considered as a proper invoice, it must be based on:

1. a proper delivery,

1. installation, or

1. provision of the goods and/or services acceptance by the City; and

1. the Vendor, Contractor or other party who is supplying the goods and/or services has otherwise complied with all of the Contract's terms and conditions and is not in default of any of them.

1. Dispute Resolution In the event a dispute occurs between a contractor, vendor or other invoicing party ("invoicing party") and the City concerning payment of an invoice, the City Department, Office or Division which has the dispute along with a representative of the City's Procurement Division and the invoicing party shall meet to consider the disputed issues.

The invoicing party shall provide to the City such material and information as the City may reasonably require. Any such procedure shall be initiated by either party notifying the other in writing of a dispute or stating with specificity its nature. This procedure shall commence not later than forty-five (45) days and be resolved not later than sixty (60) days, after the date on which the proper invoice was received by the City. Any decision by the Procurement Administrator shall constitute the final decision of the City regarding these matters and shall be communicated in writing to the invoicing party within three (3) business days after such decision.

If no decision is rendered within the time period as set out above, then a decision against the invoicing party shall be deemed to have been issued.

LOCAL BUSINESS TAX RECEIPT.

Both the City of Cocoa and Brevard County require a Local Business Tax Receipt (formerly Occupational License) be held by all its contractors. The City’s Community Development Department can assist you in obtaining the required Business Tax Receipt from both Brevard County and the City at the same time. Please contact the City’s Community Development Department directly for information concerning this requirement at (321) -8486, extension 8577.

FOREIGN CORPORATION.

In accordance with Section 607.1501, Florida Statutes, and provided an exemption is not available, a foreign corporation may not transact business in Florida until it obtains a certificate of authority from the Florida Department of State.

Foreign corporations may submit bids or Proposals prior to obtaining a certificate of authority from the Florida Department of State. A foreign corporation must be in compliance with F.S. 607.1501, prior to entering into a Contract with the City of Cocoa.

PERMITS, LICENSES OR FEES.

At its sole expense, any required federal, state, and local permits, licenses, occupational and otherwise, or fees required shall be the responsibility of the Respondent. The City will not entertain separate payment for these items.

TAXES.

The City of Cocoa is a municipality corporation existing under the laws of the State of Florida. As such, the City does not pay State of Florida Sales Tax. The City’s State Tax exemption number is 85-8012621548C 8 and the Federal Employee Identification Number is 59-6000292. The City’s sales tax exemption does not apply to goods and services purchased separately by the successful Proposer in connection with its fulfillment of its contractual obligations with the City. The successful Proposer shall be responsible for paying any taxes, fees or similar payments which are required to be paid in connection with the awarded Agreement as a result of this solicitation.

COMPLIANCE WITH ALL LAWS AND VENUE.

At its sole expense, any contractual arrangement between the City and the Proposer shall comply with all laws, ordinances, judicial decisions, orders, and regulations of federal, state, county, and municipal governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of award and execution of an Agreement or are adopted at any time following the execution of the awarded Agreement. All legal actions hereunder shall be conducted only in the circuit court in Brevard County or federal court in the Middle District of Florida, Orlando Division; except that any final judgment may be enforced in other jurisdictions in any manner provided by law.

CONFLICT OF INTEREST.

All Respondents must disclose, with their proposal, the name of any officer, director, or agent who is also an officer or employee of the City of Cocoa. Furthermore, all Respondents must disclose the name of any City of Cocoa officer or employee who owns, directly or indirectly, an interest of ten percent (10%) or more of the Respondent’s firm or any of its branches, subsidiaries, or partnerships. Failure to disclose in this manner will result in the disqualification of the Proposer or the cancellation of work. It is the sole responsibility of the Proposer to ensure compliance with the Section 2.1, Conflict of Interest of the City of Cocoa Purchasing Policy. Please complete and submit Attachment “A4”, with your proposal response. The City may seek damages for the recoupment of losses in having to re-solicit or re-assign this project.

NON-COLLUSION/LOBBYING CERTIFICATION.

All Respondents shall file a statement executed by, or on behalf of the person, firm, association, or corporation submitting the proposal certifying that such person, firm, association, or corporation has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action, in restraint of free competitive bidding in connection with the submitted proposal. In addition, no City appropriated funds have been paid or will be paid to any person for influencing or attempting to influence a member of the City Commission, City Manager or any City employee in connection with the awarded agreement as a result of this solicitation process. Please complete and submit Attachment “A4”, with your proposal response.

ADDITIONAL TERMS AND CONDITIONS.

No additional terms and conditions included within the proposal response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force and effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmitting letters, specifications, literature, price lists, or warranties, it is understood and agreed the general and special conditions in this solicitation are the only conditions applicable to this proposal and the Respondent’s authorized signature affixed to the proposal signature section attests to this.

INDEPENDENT CONTRACTOR AND LIABILITY.

The successful Proposer and each sub-consultant are, and while performing the Services will continue to be, independent contractors. The successful Proposer shall not be an agent of the City, except as may be otherwise expressly provided herein and/or the awarded Agreement, and only to the extent so provided. The successful Respondent’s employees and sub-consultant employees are not, and while performing any of the Services, they shall not be deemed to be, employees of the City.

INDEMNIFICATION.

1. Indemnity: The successful Proposer shall defend, indemnify and hold harmless the City and all of the City’s officers, agents, and employees from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys’ fees, and court costs which may arise because of the negligence (whether active or passive), misconduct, or other fault, in whole or in part (whether joint, concurrent, or contributing), of the successful Respondent, its officers, agents or employees or subcontractors in performance or non-performance of its obligations under the awarded Agreement. The successful Proposer recognizes the broad nature of this indemnification and hold harmless clause, as well as the provision of a legal defense to the City when necessary, and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the City in support of these indemnification, legal defense and hold harmless contractual obligations in accordance with the laws of the State of Florida. This clause shall survive the termination of the awarded Agreement. Compliance with any insurance requirements required elsewhere within the awarded Agreement shall not relieve the successful Proposer of its liability and obligation to defend, hold harmless and indemnify the City as set forth in this article of the awarded Agreement. The City will be permitted to choose legal counsel of its choice. The successful Proposer shall require each of its agents/subcontractors to agree in writing to the provisions of this paragraph.

1. Copyright Infringement: The successful Proposer shall guarantee that all services performed under the awarded Agreement will be free from claims of patent, copyright or trademark infringement. The successful Proposer shall defend, indemnify and hold the City and its successors and assigns harmless from and against all third-party claims, suits, and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) incurred as a result of (i) infringement by the successful Proposer of any third-party patent, copyright or trademark or (ii) misappropriation by the successful Proposer of any third-party trade secret in connection with any of the foregoing.

INSURANCE REQUIREMENTS.

1. Include a copy of your current liability insurance, workman’s compensation insurance certificate, and a copy of your firm’s Local Business Tax Receipt with your proposal submittal.

1. The successful Respondent(s) shall provide original certificates of Insurance, evidencing coverage as required in Attachment “A4”, to the Procurement Division within five (5) regular business days of the notification of the intent to award the Agreement. Certificates of Insurance shall provide a minimum of a thirty (30) day notice of cancellation to the City and shall name the City of Cocoa as a Certificate Holder/Additional Insured.

1. All insurance certificates shall remain valid and in full force for the term of the Agreement. Failure to maintain binding insurance policies for awarded services will be grounds for termination of awarded Agreement.

PUBLIC ENTITY CRIMES.

As required by section 287.133, Florida Statutes, the Proposer warrants that it is not on the convicted contractor list for a public entity crime committed within the past thirty-six (36) months. The Proposer further warrants that it will neither utilize the services of, nor contract with, any supplier, sub-contractor, or consultant in connection with this Agreement for a period of thirty-six (36) months from the date of being placed on the convicted contractor list. By way of a submittal response completion and signature on this solicitation, the Proposer certifies that it is qualified to do business with the City of Cocoa in accordance with all Florida Statutes.

ACCEPTANCE OF GOODS/SERVICES.

Receipt of goods/service shall not constitute acceptance. Final acceptance and authorization of payment shall be given only after a thorough inspection indicates that the performance meets the specifications and/or all conditions. Should the delivered goods/services differ in any respect from the specifications, payment will be withheld pursuant to section 218.70, Florida Statutes, until such time as the successful Proposer takes necessary corrective action. If the proposed corrective action is not acceptable to the City, the City may refuse final acceptance of the goods/services.

DRUG FREE WORKPLACE PREFERENCE.

Certification of an implemented drug-free workplace program must be included with the RFP response when submitted. If your firm has implemented a drug-free workplace program, please complete Attachment “A4”, and include with your RFP response.

AMERICANS WITH DISABILITIES ACT.

Persons with disabilities needing a special accommodation to participate in this proceeding should contact the Procurement Division, Cocoa City Hall 65 Stone Street, Cocoa, Florida 32922, telephone (321) 433-8486, ext. 8833 or 8844 not later than seven (7) days prior to the date on which the accommodation is requested

AUDITS AND RECORDS – RESPONSIBILITIES OF THE SUCCESSFUL RESPONDANT.

Before or after an agreement is prepared and executed, the successful Proposer may be required to disclose their financial condition in a specified manner. In addition, subsequent to an agreement being executed, the successful Proposer must maintain financial records and reports relating to funds paid by any parties for work on the matters which are the subject of this RFP document, and submit reports to the City in the form and frequency requested. The successful Proposer must maintain books, records, documents, and other evidence according to generally accepted accounting principles, procedures, and practices, which sufficiently and properly reflect all costs of any nature expended in the performance of the resulting contract, and retain said copies for a period of no less than five (5) years after termination of the project. The aforesaid records, books, documents, and other evidence shall be subject at all times to inspection, review, or audit by the City or its designee. The successful Proposer shall include these aforementioned audit and record keeping requirements in contracts and subcontracts thereto entered into by the successful Proposer with any party for work required in the performance of this project.

ADDITIONAL INFORMATION.

The City reserves the right to request any additional information needed for clarification from any Proposer for evaluation purposes.

EQUAL OPPORTUNITY.

1. The City recognizes fair and open competition as a basic tenet of public procurement and encourages participation by minority and women owned business enterprises. All Respondents are asked to make an affirmative statement as to its support of all applicable equal opportunity and affirmative action requirements. A copy of the City’s Equal Employment Opportunity policy is available upon request.

1. The City, in accordance with the provisions of Title VI of The Civil Rights Act of 1964 (78 Stat. 252) and the Regulations of the Department of Commerce (15 CFR, Part 8) issued pursuant to such Act, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this advertisement and will not be discriminated against on the grounds of race, color or national origin in consideration for an award. All bidders are hereby notified that the successful bidder (Contractor) must and shall comply with the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act and the Florida Civil Rights Act, all as amended. Specifically, Contractor agrees that:

1. No person shall, on the grounds of race, color, sex, religion, age, disability, national origin or marital status, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program, activity or service funded through the contract.

1. Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, disability, national origin or marital status. Contractor agrees to post in a conspicuous place, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

Contractor will, in all solicitations or advertisements regarding program activities, services provided or applications for employment, state that all qualified applicants will receive consideration for services or employment without regard to race, color, religion, sex, age, disability, national origin or marital status.

1. City may require Contractor to submit reports as may be necessary to indicate non-discrimination. City officials will be permitted access to Contractor's books, records, accounts and other sources of information and its facilities as may be pertinent to ascertain compliance with non-discrimination laws.

1. It is expressly understood that City shall have the right to terminate the Agreement upon receipt of evidence of discrimination.

CONE OF SILENCE/LOBBYING BLACK-OUT PERIOD; QUESTIONS REGARDING THE REQUEST FOR PROPOSALS (RFP) SOLICITATION PROCESS.

1. Lobbying is defined as any action taken by an individual, firm, association, joint venture, partnership, syndicate, corporation, and/or all other groups who seek to influence the governmental decision of a City Commission Member, the City Manager, any requesting or evaluating Department/Division/Office personnel and/or any member of the Evaluation Committee concerning an active solicitation during the black-out period.

1. A lobbying black-out period commences upon the issuance of this solicitation document.

1. For awards requiring City Commission approval concludes at the beginning of the meeting at which the City Commission will be presented the award(s) for approval or a request to provide authorization to negotiate a Contract(s). However, if the City Commission refers the item back to the City Manager, Procurement Division and/or requesting Department/Division/Office for further review or otherwise does not take action on the item, the Cone of Silence / Lobbying Black-out Period will be reinstated until such time as the City Commission meets to consider the item for action.

1. For awards requiring City Manager approval concludes upon issuance of a Notice of Intent to Award.

1. Bidders, Respondents, potential Vendors, service providers, lobbyists, consultants, or Vendor representatives shall not contact any City Commission member, the City Manager, any requesting or evaluating Division/Department/Office personnel, and/or any member of the Evaluation Committee concerning an active Solicitation during the Cone of Silence / Lobbying Black-out Period.

1. All questions and inquiries concerning procedural matters shall be directed to the Procurement Division. Any questions relating to the interpretation of specifications or any aspect of the solicitation process shall be addressed to the Procurement Division, in writing, at least ten (10) calendar days before the proposal opening date or prior to the specific date and time specified in this solicitation for questions.

1. Contact or communications by Bidders or Respondents to any City Commission member, the City Manager, any requesting or evaluating City personnel, or any member of the Evaluation Committee, initiated during the Cone of Silence / Lobbying Black-Out Period, may result in disqualification from the Solicitation process by the Procurement Division.

OFFICE OF RECORD.

The City of Cocoa Procurement Division shall be the official “office of record” for all information transactions and data disbursements associated with this solicitation. The Procurement Division may be reached Monday through Thursday between 8:30 A.M. to 4:30 P.M., Local Time via phone at (321) 433-8486, extension 8833 or extension 8844; and/or via fax at (321) 433-8690.

TIME OF PERFORMANCE.

The services described herein and on the attached shall be performed in a prompt and correct manner within the standards of good and ethical productivity as negotiated between the City and the successful Respondent. All Respondents are asked to provide the best estimate for compliance with the scope of services as established by the solicitation. All contract timelines will be based on the projected scope and the estimated time for performance.

ATTACHMENTS…