Banking_Services_(Addendum_#4_Revision).pdf

For more information, please visit our online supplier portal, located at https://procurement.opengov.com/portal/coopercity

CITY OF COOPER CITY

REQUEST FOR PROPOSAL

BANKING SERVICES

RFP2025-2

For information, contact the Purchasing Division:

The Purchasing Division

954-434-4300 Ext. # 268

Purchasing@CooperCity.gov

RELEASE DATE: April 11, 2025

RESPONSE DEADLINE: May 12, 2025, 3:00 pm

Please refer to the project timeline in this document for all important deadlines.

mailto:Purchasing@CooperCity.gov

Request For Proposal #RFP2025-2 Title: Banking Services

Table Of Contents

1. INTRODUCTION AND INFORMATION

1.1. NOTICE TO PROPOSERS

1.2. PURPOSE

1.3. DUE DATE & SUBMITTALS

1.4. PRE-PROPOSAL MEETING

1.5. ELIGIBILITY AND COMPETENCY OF PROPOSERS

1.6. CONTRACT TERM

1.7. SUPPLY/DELIVERY LOCATION

1.8. PRICE

1.9. EQUITABLE ADJUSTMENT

1.10. METHOD OF AWARD

1.11. INVOICES/PAYMENT

1.12. INFORMATION OR CLARIFICATION

1.13. BILLING INSTRUCTIONS

1.14. WRITTEN CONTRACT

2. SOLICITATION SCHEDULE

2.1. SOLICITATION SCHEDULE

3. GENERAL CONDITIONS

3.1. SPECIAL CONDITIONS

3.2. PROPOSAL TABULATION

3.3. NO PROPOSAL

3.4. TAXES

3.5. MISTAKES

3.6. ESTIMATED QUANTITIES

3.7. PROTESTS, APPEALS AND DISPUTES

3.8. NON-CONFORMANCE TO CONTRACT CONDITIONS

3.9. DISPUTES

3.10. LEGAL REQUIREMENTS

3.11. PATENTS AND ROYALTIES

3.12. OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA)

3.13. ANTI-DISCRIMINATION

3.14. DEFAULT

3.15. DISCLAIMER

3.16. EVIDENCE

3.17. ASSIGNMENT

3.18. INDEMNIFICATION

3.19. NON-EXCLUSIVE

3.20. FORCE MAJEURE (UNCONTROLLABLE CIRCUMSTANCES)

3.21. CANADIAN COMPANIES

3.22. COLLUSION

3.23. CONE OF SILENCE

3.24. ELIGIBILITY

3.25. PROPERTY

3.26. TERMINATION FOR DEFAULT

3.27. TERMINATION

3.28. CONFIDENTIALITY

3.29. GOVERNING LAW AND VENUE

3.30. NO PARTNERSHIP OR JOINT VENTURE

3.31. AUDITS

3.32. PUBLIC RECORDS

3.33. SCRUTINIZED COMPANIES

3.34. E-VERIFY

3.35. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS

4. SPECIAL CONDITIONS

4.1. SPECIAL CONDITIONS

4.2. MINIMUM REQUIREMENTS (DEMONSTRATION OF COMPETENCY)

4.3. TIME OF COMPLETION

4.4. INSURANCE

4.5. INSURANCE - SPECIAL COVERAGES

4.6. VARIANCES

4.7. INDEPENDENT CONTRACTOR

4.8. SELLING, TRANSFERRING OR ASSIGNING CONTRACT

4.9. DAMAGE TO PUBLIC OR PRIVATE PROPERTY

4.10. CONTRACTOR'S COSTS

4.11. MODIFICATION OF SERVICES

4.12. BID/PROPOSAL ACKNOWLEDGEMENT

4.13. REQUESTS FOR ADDITIONAL INFORMATION BY CITY

4.14. ACCEPTANCE/REJECTION/MODIFICATION TO PROPOSALS

4.15. ADDENDUM OR AMENDMENT TO SOLICITATION

4.16. PROPRIETARY INFORMATION

4.17. RECORDS RETENTION

4.18. CONTRACT DOCUMENT

5. SCOPE OF SERVICES/TECHNICAL SPECIFICATIONS

5.1. GENERAL INFORMATION

5.2. BACKGROUND

5.3. SCOPE OF SERVICES

5.4. OPTIONAL BENEFITS OR SERVICES

6. AWARD PROCEDURES/CONSIDERATION FOR AWARD

6.1. REVIEW OF PROPOSALS

6.2. EVALUATION COMMITTEE

6.3. EVALUATION CRITERIA

6.4. ORAL PRESENTATIONS

6.5. PRICE PROPOSAL EVALUATION

6.6. NEGOTIATIONS

6.7. CONTRACT AWARD

6.8. PROTEST

7. PROPOSAL REQUIREMENTS

7.1. PROPOSAL SUBMISSION

7.2. EXHIBITS AND ATTACHMENTS

Attachments:

A - RFP2025-2 - Exhibit A - Dec 2024 Analysis Statements

B - RFP2025-2 - Exhibit B - Jan 2025 Analysis Statements

C - RFP2025-2 - Exhibit C - Feb 2025 Analysis Statements

D - RFP2025-2 - Draft Agreement

1. INTRODUCTION AND INFORMATION

1.1. NOTICE TO PROPOSERS

NOTICE IS HEREBY GIVEN that the City of Cooper City, Florida, will be accepting sealed proposals until 3:00 pm (EST) on Monday, May 12, 2025, from qualified financial institutions capable of providing Banking Services. Proposers shall comply with all rules and regulations for these services and follow the terms, conditions, and specifications contained in this solicitation. The Awarded Proposer shall provide all labor, materials, insurance, and incidentals for the solution to the City of Cooper City.

Banking Services RFP RFP2025-2

The detailed Request for Proposal (RFP) shall be obtained online at https://procurement.opengov.com/portal/coopercity/projects/160363.

Proposals must be submitted to the OpenGov Procurement Portal or to the Office of the City Clerk located at 9090 SW 50th

Place, Cooper City, FL 33328 no later than 3:00 pm (EST), Monday, May 12, 2025.

Proposals submitted to the Office of the City Clerk must be submitted in a SEALED ENVELOPE CLEARLY MARKED WITH

THE PROPOSAL TITLE. Proposals mistakenly opened by City staff, due to failure of the Proposer to correctly identify the package, will be rejected. Telegraphic, facsimile and email proposals will not be accepted.

All questions must be submitted in writing via the OpenGov Procurement Portal by Wednesday, April 30, 2025at12:00 pm. Please note the deadline for submitting inquiries. All answers to inquiries will be posted on the City's eProcurement Portal. Proposers may also click

“Follow” on this bid to receive an email notification when answers are posted. Proposers are responsible for checking the website for answers to inquiries. Changes to the solicitation, if any, will only be transmitted by written addendum. Proposals cannot be submitted via fax or e-mail.

The City Commission of the City of Cooper City reserves the right, for any reason, to reject any and all proposals/proposals and to make awards in the best interest of the City.

The Cone of Silence is hereby imposed prohibiting communication regarding this Request for Proposal between a potential vendor, service provider, proposer, lobbyist, or; consultant and the City Commissioners, City’s professional staff including, but not limited to, the

City Manager, Staff, and any member of the City’s selection or evaluation committee. See Sec 2-269.5 of Cooper City Procurement

Code for further information about the Cone of Silence.

City Clerk’s Office

Please publish one (1) time on: Friday, April 11, 2025

Please send invoice and proof of publication to:

Tedra Allen, MMC City Clerk City of Cooper City 9090 SW 50 Place

Cooper City, FL 33328 TAllen@CooperCity.gov

1.2. PURPOSE

The City of Cooper City, Florida, (the “City”) a municipal corporation organized and existing under the laws of the State of Florida, seeks to establish a contract for banking services.

https://procurement.opengov.com/portal/coopercity/projects/160363 mailto:TAllen@CooperCity.gov

1.3. DUE DATE & SUBMITTALS

A. All proposals are due no later no later than 3:00 pm(EST), Monday, May 12, 2025 via the OpenGov Procurement Portal or to the

Office of the City Clerk located at 9090 SW 50th Place, Cooper City, FL 33328. Proposals submitted to the Office of the City Clerk must be submitted in a SEALED ENVELOPE CLEARLY MARKED WITH THE PROPOSAL TITLE. Proposals mistakenly opened by City staff, due to failure of the Proposer to correctly identify the package, will be rejected. Telegraphic, facsimile and email proposals will not be accepted. Proposals will be opened and publicly.

B. Original copy of Proposal Form as well as any other pertinent documents must be returned in order for the proposal to be considered for award. All proposals are subject to the conditions specified herein and on the attached General Conditions, Technical

Specifications and Proposal Form. The City encourages early submittal of proposals.

C. Telegraphic, facsimile and email proposals will not be accepted.

D. Proposals received after the closing time and date will not be accepted or considered. The OpenGov Procurement Portal does not accept late entries. Any disputes regarding timely receipt of proposals shall be decided in the favor of the City. Late proposals will be rejected.

1.4. PRE-PROPOSAL MEETING

Proposers are highly encouraged to attend the Pre-Proposal Meeting to be held on Friday, April 25, 2025 at 1:00 pm via

Zoom: https://coopercityfl-org.zoom.us/j/83399551520. Attendance is HIGHLY recommended but not mandatory. The Pre-Proposal

Conference is an opportunity for Proposers to receive an overvirew of the solicitation as well as provide an opportunity to ask questions about the Scope of Services outlined in SCOPE OF SERVICES/TECHNICAL SPECIFICATIONS. Cooper City will provide reasonable accommodations for disabled individuals requesting special assistance in order to attend or participate in this meeting; provided, however, that a request for such assistance is made to the City Clerk’s Office at least 72 hours prior to the scheduled meeting. Please call 954-434-4300.

1.5. ELIGIBILITY AND COMPETENCY OF PROPOSERS

To be eligible for award of a contract in response to this solicitation, the Proposer must demonstrate that they, or the principals assigned to the project, have successfully completed services, as specified in the Scope of Services/Technical Specifications section of this solicitation, are normally and routinely engaged in performing such services and are properly and legally licensed to perform such work.

1.6. CONTRACT TERM

The City intends to award a contract that shall remain in effect for an initial period of five (5) years, with one (1), five (5) year option-to-renew.

The City reserves the right to exercise its option to extend this Contract for up to one hundred-eighty (180) calendar days beyond the current Contract period. If this right is exercised, the City shall notify the Proposer, in writing, of its intent to extend the contract for a definitive period of time prior to the effective date of the extension. By affixing its authorized signature to this Proposal Form, the

Proposer hereby acknowledges and agrees to this right of the City. This Contract may be extended beyond the initial one hundred-eighty (180) calendar day extension period by mutual agreement between the City and the Contractor, upon approval by the City

Commission.

1.7. SUPPLY/DELIVERY LOCATION

All work performed under this agreement will be ordered by and delivered to the City of Cooper City, either remotely or in-person.

1.8. PRICE

https://coopercityfl-org.zoom.us/j/83399551520 https://procurement.opengov.com/portal/coopercity/projects/160363/document?section=1460306

Proposer/Proposer warrants, by virtue of proposing, that the proposal and prices quoted in the solicitation will be firm for acceptance by the City for a period of at least one-hundred eighty (180) days from the proposal due date unless otherwise stated herein. Proposer acknowledges that, in certain circumstances, the City may require this amount of time to evaluate and award a proposal.

1.9. EQUITABLE ADJUSTMENT

The City may, in its sole discretion, make an equitable adjustment in the Contract Terms and conditions and/or pricing. If pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace that satisfy all the following criteria: 1) the volatility is due to causes wholly beyond the successful Proposer’s control; 2) the volatility affects the marketplace or industry, not just the particular successful Proposer’s source of supply; 3) the effect on pricing or availability of supply is substantial; and 4) the volatility so affects the successful Proposer that continued performance of the Contract would result in substantial loss. Any adjustment would require irrefutable evidence and written approval by the Purchasing Division.

1.10. METHOD OF AWARD

The City anticipates entering into an agreement with the responsive, responsible Proposer, whose proposal is determined to be the most advantageous to the City and in accordance with the criteria established in the RFP. The proposal must provide clear and concise information of the Proposer’s capability to satisfy the requirements of the RFP.

If, in the opinion of the City, the awarded firm is deemed non-satisfactory to the city’s requirements and performance specifications, as described herein, the City reserves the right to terminate the contract per the termination of contract provisions. In addition, the city reserves the right in its best interest to re-award to the next approved Proposer or to review its needs to re-solicit.

The City reserves the right to automatically extend the contract for a maximum period not to exceed one-hundred and eighty (180) calendar days, in order to provide the City with continual service and supplies while a new contract is being solicited, evaluated and/or awarded. If this right is exercised, the City shall notify the Proposer, in writing, of its intent to extend the contract for a definitive period of time prior to the effective date of the extension. By affixing its authorized signature to this Proposal Form, the Proposer hereby acknowledges and agrees to this right of the City.

1.11. INVOICES/PAYMENT

The City will accept invoices no more frequently than once per month. Each invoice shall fully detail the related costs and shall specify the status of the task or project as of the date of the invoice with regard to the accepted schedule for that task or project. Payment will be made within forty-five (45) days after receipt of an invoice acceptable to the City, in accordance with the Florida Local Government

Prompt Payment Act. If, at any time during the contract, the City shall not approve or accept the Contractor's work product, and agreement cannot be reached between the City and the Contractor to resolve the problem to the City's satisfaction, the City shall negotiate with the Contractor on a payment for the work completed and usable to the City.

PROPOSERS WILL NOT BE PERMITTED TO PICK UP CHECKS FROM THE CITY.

Invoices, unless otherwise indicated, shall show any applicable purchase order number, task order, respective contract number and shall be submitted to the Accounts Payable division of Finance to AccountsPayable@CooperCity.gov, or sent via US Mail to City of

Cooper City, 9090 SW 50 Place, Cooper City, FL 33328; with the requesting Department labeled on the mailing envelope.

All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapters 218, Florida Statutes.

1.12. INFORMATION OR CLARIFICATION

mailto:AccountsPayable@CooperCity.gov

All questions must be submitted in writing via the OpenGov Procurement Portal by Wednesday, April 30, 2025 at 12:00 pm. Please note the deadline for submitting inquiries. All answers to inquiries will be posted on the City's eProcurement Portal. Proposers may also click “Follow” on this bid to receive an email notification when answers are posted. Proposers are responsible for checking the website for answers to inquiries. Changes to the solicitation, if any, will only be transmitted by written addendum. Proposals cannot be submitted via fax or e-mail.

1.13. BILLING INSTRUCTIONS

Invoices, unless otherwise indicated, shall show any applicable purchase order number, task order, and respective Proposal number and shall be submitted to the Accounts Payable division of Finance located at 9090 SW 50 Place, Cooper City, FL 33328, with the requesting Department labeled on the mailing envelope. Invoices may be emailed to AccountsPayable@CooperCity.gov.

1.14. WRITTEN CONTRACT

The Awarded Proposer/Successful Proposer shall be required to enter into a written Contract with the City. The Contract form shall be prepared by the City and shall incorporate the terms of this solicitation, the accepted Proposal, and include a termination for convenience clause and other terms which may be required by the City and acceptable by the City Commissioners. The Contract shall be substantially in the form attached to this solicitation. No work shall be performed or payment due unless a written Contract is fully executed and approved by the City Commissioners.

2. SOLICITATION SCHEDULE

2.1. SOLICITATION SCHEDULE

Request for Proposal Advertisement Date: April 11, 2025

Pre-Proposal Meeting (Non-Mandatory): April 25, 2025, 1:00pm https://coopercityfl-org.zoom.us/j/83399551520

Questions & Answer Deadline: April 30, 2025, 12:00pm

Proposal Due Date: May 12, 2025, 3:00pm

***Schedule subject to change***

3. GENERAL CONDITIONS

3.1. SPECIAL CONDITIONS

Any and all Special Conditions that may vary from these General Conditions shall have precedence.

3.2. PROPOSAL TABULATION

Proposers desiring a copy of the Proposal tabulation may obtain one online at https://procurement.opengov.com/portal/coopercity/projects/160363, once the tabulation has been completed.

3.3. NO PROPOSAL

The City asks that Firms which do not intend on submitting a proposal, please respond by returning a statement indicating your reason.

Repeated failure to respond without sufficient justification may be cause for removal of a supplier’s name from the Bid/Proposal mailing list.

NOTE: In order to qualify as a respondent, a Proposer shall submit a “no proposal” and same shall be received no later than 3:00 pm, Monday, May 12, 2025.

mailto:AccountsPayable@CooperCity.gov mailto:AccountsPayable@CooperCity.gov https://coopercityfl-org.zoom.us/j/83399551520 https://procurement.opengov.com/portal/coopercity/projects/160363

3.4. TAXES

The City is exempt from Federal Excise and State taxes. The applicable tax exemption number shall be printed on the task order, Purchase Order, or other authorizing City Document.

3.5. MISTAKES

Proposers are expected to examine the specifications, delivery schedules, Proposal prices and extensions and all instructions pertaining to supplies and services. Failure to do so shall be on the Proposer. In the case of a discrepancy in computing the total amount of the Proposal, the UNIT PRICE quoted shall govern.

3.6. ESTIMATED QUANTITIES

No guarantee is expressed or implied as to the total quantity of commodities/services to be purchased pursuant to this solicitation.

Estimated quantities will be used for comparison and ranking purposes only. The City is not obligated to contract for a given amount of commodities/services subsequent to the award of this solicitation. The City reserves the right to issue separate purchase orders as needed, issue a blanket purchase order, and release partial quantities, or any combination of the preceding as deemed necessary by the City.

3.7. PROTESTS, APPEALS AND DISPUTES

Any actual or prospective proposer, bidder, offeror, or contractor who is aggrieved in connection with this solicitation or the award of the resulting contract may protest to the City’s Procurement Division. Protests shall be submitted in writing to the Purchasing Division no later than five (5) business days after such aggrieved person knows or should have known of the facts giving rise thereto. Upon the filing of a formal written protest the contractor or vendor shall post a bond, payable to the City of Cooper City, in an amount equal to five percent of the total bid or estimated contract amount, or $5,000.00, whichever is less. The bond shall be conditioned upon the payment of all costs which may be adjudged against the protesting contractor or vendor in the event the protest is resolved adversely to the protester. An irrevocable letter of credit or other form of approved security, payable to the City, will be accepted. Failure to submit a bond simultaneously with the formal written protest shall invalidate the protest and the City may proceed to award the contract as if the protest had never been filed. (see Cooper City Code of Ordinances Section 2-265 for further information.)

3.8. NON-CONFORMANCE TO CONTRACT CONDITIONS

Services may be tested for compliance with specifications. Services delivered, not conforming to specifications, may be rejected and returned at vendor’s expense. These services and services not delivered as per delivery date in Bid/Proposal and/or Purchase order or

Task Order may be purchased on the open market with any increase in cost charged to the Proposer. Any violation of these stipulations may also result in:

A. Vendor being blocked from submitting bids/proposals;

B. All City Departments being advised not to do business with vendor.

3.9. DISPUTES

In case of any doubt or difference of opinion as to the items to be furnished hereunder, the decision of the City shall be final and binding on both parties.

3.10. LEGAL REQUIREMENTS

Federal, state, county and City laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the Proposer shall in no way be a cause for relief from responsibility.

3.11. PATENTS AND ROYALTIES

https://library.municode.com/fl/cooper_city/codes/code_of_ordinances?nodeId=CH2AD_ARTXCOPRCO_S2-265APRE

The Proposer, without exception, shall indemnify and hold harmless the City of Cooper City, Florida and its employees from liability of any nature or kind, including cost and expenses for, or on account of, any alleged or actual infringement of any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the City of

Cooper City, Florida. If the Proposer uses any design, device or materials covered by letters, patent, or copyright, it is mutually understood and agreed, without exception, that the Bid/Proposal prices shall include all royalties or costs arising from the use of such design, device, or materials in any way involved in the work.

3.12. OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA)

The Proposer warrants that the products supplied and services rendered to the City shall conform in all respects to the standards set forth in the Occupational Safety and Health Act of 1970, as amended, and the failure to comply with this condition shall be considered as a breach of contract. Any fines levied because of inadequacies to comply with these requirements shall be borne solely by the

Proposer responsible for same.

3.13. ANTI-DISCRIMINATION

The Proposer certifies that he/she is in compliance with the non-discrimination clause contained in Florida State Statute Section 202, Executive Order 11246, as amended by Executive Order 11375 and applicable laws relative to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin.

3.14. DEFAULT

In the event of default on a contract, the Successful Proposer shall pay all attorneys’ fees and court costs incurred by City defending any suit or action arising from this solicitation or the resulting agreement, including any costs incurred to collect any liquidated damages. The City further reserves the right to retain any bonds issued with the Proposal.

3.15. DISCLAIMER

The City may, in its sole and absolute discretion, accept or reject, in whole or in part, for any reason whatsoever any or all proposals;

re-advertise this solicitation postpone or cancel at any time this RFP process; or waive any formalities of or irregularities in the bidding process. Proposals that are not submitted on time and/or do not conform to the City’s requirements shall not be considered. After all proposals are analyzed, organizations submitting proposals that appear, solely in the opinion of the City, to be the most competitive, shall be submitted to the City Commission, and the final selection will be made shortly thereafter with a timetable set solely by the City.

The selection by the City shall be based on the proposal, which is, in the sole opinion of the City Commission, in the best interest of the

City. The issuance of this solicitation constitutes only an invitation to make presentations to the City. The City reserves the right to determine, at its sole discretion, whether any aspect of the proposal satisfies the criteria established in this solicitation. In all cases the

City shall have no liability to any respondent for any costs or expense, incurred in connection with this solicitation or otherwise.

3.16. EVIDENCE

The submission of a proposal shall be prima facie evidence that the Proposer is familiar with and agrees to comply with the contents of this solicitation.

3.17. ASSIGNMENT

The Successful Proposer shall not assign, transfer, convey, sublet or otherwise dispose of the contract, including any or all of its right, title or interest therein, or his/her or its power to execute such contract to any person, company or corporation without prior written consent of the City.

3.18. INDEMNIFICATION

The Successful Proposer shall indemnify and hold harmless the City, its officers, agents, and employees, from and against any and all 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 the Proposer and persons employed or utilized by the Proposer in the performance of the Contract.

City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Successful Proposer under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive City’s rights and immunities under the common law or § 768.28, Florida Statutes, as may be amended from time to time.

3.19. NON-EXCLUSIVE

Proposer agrees and understands that the contract shall not be construed as an exclusive arrangement and further agrees that the City may, at any time, secure similar or identical services from another vendor at the City’s sole option.

3.20. FORCE MAJEURE (UNCONTROLLABLE CIRCUMSTANCES)

The City and Successful Proposer will be excused from the performance of their respective obligations under this agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their control including, fire, flood, explosion, strikes or other labor disputes, act of God or public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that:

A. The non-performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration, and continues to furnish timely reports with respect thereto during the period of the Force Majeure;

B. The excuse of performance is of no greater scope and of no longer duration than is required by the Force Majeure;

C. No obligations of either party that arose before the Force Majeure causing the excuse of performance are excused as a result of the Force Majeure; and

D. The non-performing party uses its best efforts to remedy its inability to perform. Notwithstanding the above, performance shall not be excused under this Section for a period in excess of two (2) months, provided that in extenuating circumstances, the

City may excuse performance for a longer term. Economic hardship of the Successful Proposer will not constitute Force

Majeure. The term of the agreement shall be extended by a period equal to that during which either party's performance is suspended under this Section.

3.21. CANADIAN COMPANIES

In the event Contractor is a corporation organized under the laws of any province of Canada or is a Canadian federal corporation, the

City may enforce in the United States of America or in Canada or in both countries a judgment entered against the Contractor. The

Contractor waives any and all defenses to the City’s enforcement in Canada, of a judgment entered by a court in the United States of

America. All monetary amounts set forth in this Contract are in United States dollars.

3.22. COLLUSION

By offering a submission pursuant to this request for proposal, the Proposer certifies the Proposer has not divulged, discussed, or compared his/her proposal with other Proposers and has not colluded with any other Proposer or parties to this proposal whatsoever.

The Proposer certifies, and in the case of a joint proposal, each party thereto certifies, as to his/her own organization, that in connection with this solicitation:

A. Any prices and/or cost data submitted have been arrived at independently, without consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices and/or cost data, with any other Proposer or with any competitor.

B. Any prices and/or cost data quoted for this solicitation have not knowingly been disclosed by the Proposer and will not knowingly be disclosed by the Proposer prior to the scheduled opening, directly or indirectly to any other Proposer or to any competitor.

C. No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition.

D. The only person or persons interested in this proposal, principal or principals is/are named therein and that no person other than therein mentioned has any interest in this proposal or in the contract to be entered into.

E. No person or agency has been employed or retained to solicit or secure the award of the solicitation upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee except for bona fide employees maintained by the

Proposer.

3.23. CONE OF SILENCE

Pursuant to Sec 2-269.5 of Cooper City Procurement Code:

A. Definitions: “Cone of Silence,” as used herein, means a prohibition on any communication regarding this Request for

Proposal/Invitation to Bid/Proposal between:

1. a potential vendor, service provider, Proposer, lobbyist, or consultant, and;

2. the City Commissioners, City’s professional staff including, but not limited to, the City Manager and his/her staff, any member of the City’s selection or evaluation committee.

B. Restriction; Notice: A Cone of Silence shall be imposed upon each solicitation after its advertisement. At the time of imposition of the Cone of Silence, the City Manager or his/her designee shall provide for public notice of the Cone of Silence by posting a notice at City Hall. Additional notice thereof shall be provided to the affected departments, and to each City Commissioner.

The City may include a statement disclosing the requirements of this section in any public solicitation for goods or services.

C. Termination of Cone of Silence: The Cone of Silence shall terminate at the beginning of the City Commission meeting

(whether regular or special meeting) at which the City Manager makes a written recommendation to the City Commission for the award of the Contract. However, if the City Commission refers back to the City Manager or staff for further information, the

Cone of Silence shall be re-imposed until such time as the Manager makes a subsequent written recommendation.

Exceptions to Applicability: The provisions of this section shall not apply to:

1. Oral communications at pre-solicitation meetings;

2. Oral presentations before selection or evaluation committees;

3. Public presentations made to the City Commissioners during any duly noticed public meeting; Communications in writing at any time with any City employee, unless specifically prohibited by the applicable solicitation documents; in which case the Proposer shall file a copy of any written communication with the City Clerk. The City Clerk shall make copies available to any person upon request;

4. Communications regarding a particular solicitation between a potential vendor, service provider, Proposer, lobbyist or consultant and the City’s Purchasing Division or City employee designated responsible for administering the procurement process for such solicitation, provided the communication is limited strictly to matters of process or procedure already contained in the corresponding solicitation document.

D. Penalties: Violation of this section by a particular Proposer shall render any award to said Proposer potentially void by the City

Commission or City Manager. Any person who violates a provision of this section may be prohibited from serving on a City selection or evaluation committee. In addition to any other penalty provided herein, violation of any provision of this section by a City employee may subject said employee to disciplinary action.

E. Clarification: Please contact the City’s Purchasing Division or the City employee designated responsible for administering the procurement process for this solicitation for any questions concerning “Cone of Silence” compliance.

3.24. ELIGIBILITY

All agents, employees and subcontractors of the Proposer retained to perform services pursuant to this solicitation shall comply with all laws of the United States concerning work eligibility.

3.25. PROPERTY

Property owned by the City is the responsibility of the City. Such property furnished to the Successful Proposer for repair, modification, study, etc., shall remain the property of the City. Damages to such property occurring while in the possession of the Successful

Proposer shall be the responsibility of the Successful Proposer. Damages occurring to such property while in route to the City shall be the responsibility of the Successful Proposer. In the event such property is destroyed or declared a total loss, the Successful Proposer shall be responsible for replacement value of the property at the current market value, less depreciation of the property if any.

3.26. TERMINATION FOR DEFAULT

If Successful Proposer defaults in its performance under the Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate the Contract, in whole or in part, upon written notice without penalty to the City. In such event the Successful Proposer 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 Successful Proposer was not in default or (2) the Successful Proposer’s failure to perform is without his/her or his/her subcontractor’s control, fault or negligence, the termination will be deemed to be a termination for convenience of the City.

3.27. TERMINATION

A. Default by Contractor

In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. The City shall be the sole judge of nonperformance.

B. City Termination

1. In the event there should occur any Material Breach or Material Default in the performance of any covenant or obligation of Contractor which has not been remedied within thirty (30) days after receipt of written notice from City specifying such breach or default (or such longer period of time as is reasonably necessary to cure any such breach or default which is not capable of being cured within thirty (30) days, provided that Contractor has undertaken the cure within such thirty (30) days and proceeds diligently thereafter to cure in an expeditious manner), City, may if such breach or default is continuing, terminate this Agreement upon written notice to Contractor.

2. If Contractor shall fail to cure its breach or default as specified in this Section, City may terminate this Agreement upon thirty (30) days written notice. In such case, Contractor shall not be entitled to receive further payment for services rendered from the Effective Date of the Notice of Termination.

3. In addition, City may invoke performance and payment bonds and may enter into a separate contract for the completion of the Agreement, according to its terms and provisions, or use such other methods as in City's sole opinion shall be required for the completion of the Agreement.

4. All damages, costs and charges incurred by City, together with the cost of completing the terms and provisions of the

Agreement, shall be deducted from any monies due or which may become due to Contractor. In case the damages, and expenses so incurred by City shall exceed the unpaid balance, then Contractor shall be liable and shall pay to City the amount of such excess.

5. If after Notice of Termination it is determined for any reason that Contractor was not in breach or default, then the rights and obligations of City and Contractor shall be the same as if the Notice of Termination had not been issued pursuant to the termination for cause clause as set forth in this Section.

6. Upon receipt of Notice of Termination, Contractor shall promptly discontinue all affected work unless the Notice of

Termination directs otherwise, deliver or otherwise make available to City all data, drawings, specifications, reports, estimates, summaries, such other information as may have been required under the terms of Agreement whether completed or in process.

7. The following events shall, without limitation, constitute a Material Breach or a Material Default by Contractor for purposes of this Section:

a. Contractor shall abandon as hereinafter defined, the performance of services for a period of five (5) consecutive calendar days unless caused by event of Uncontrollable Force. As used herein, the term "abandon" shall refer to voluntary cessation of performance of service.

b. The failure of Contractor to pay amounts owed to City under the terms of this Agreement within fourteen (14) calendar days after such amounts become finally due and payable.

c. In the event that the Contractor becomes financially distressed as evidenced by one or more of the following:

i. Contractor fails to pay its debts when they become due;

ii. Contractor has filed for relief or reorganization and bankruptcy or insolvency;

iii. Contractor makes an assignment for benefit of its creditors in lieu of taking advantage of any available bankruptcy or insolvency law;

iv. Contractor shall consent to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to any substantial part of its property; or if Contractor is adjudicated insolvent or shall take corporate action for the purpose of any of the foregoing.

d. The default by Contractor with respect to any obligation to any third party pertaining to Contractor or to the Services, which may permit any third party, either immediately or following notice and/or the passage of time to accelerate the maturity of any obligation of Contractor, to assume control of Contractor or take possession of or to transfer or caused to be transferred to any third party any portion of the assets of Contractor, but only if such default materially interferes with or prevents Contractor's performance under the terms of this Agreement.

e. If Contractor shall fail to submit a Performance Bond or a renewal or substitute Performance Bond as required pursuant to this Agreement.

f. If Contractor shall fail to diligently perform its work in accordance with the requirements of this Agreement.

The City Manager may terminate the Contract, in whole or in part, upon 30 days prior written notice, when it is in the best interest of the City. If the Contract is for supplies, products, equipment or software, and is terminated for convenience by the City, the Successful Proposer will be compensated in accordance with an agreed upon adjustment of cost. To the extent that the Contract is for services and so terminated, the City shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination.

C. Termination for Convenience

The City reserves the right, in its best interest as determined by the City, to cancel this Agreement for convenience by giving written notice to the Contractor at least thirty (30) days prior to the effective date of such cancellation. In the event this

Agreement is terminated for convenience, Contractor shall be paid for any services performed to the City’s satisfaction pursuant to the Agreement through the termination date specified in the written notice of termination. Contractor acknowledges and agrees that it has received good, valuable, and sufficient consideration from City, the receipt and adequacy of which are hereby acknowledged by Contractor, for City’s right to terminate this Agreement for convenience.

D. Cancellation for Unappropriated Funds

The City reserves the right, in its best interest as determined by the City, to cancel this contract for unappropriated funds or unavailability of funds by giving written notice to the Contractor at least thirty (30) days prior to the effective date of such cancellation. The obligation of the City for payment to a Contractor is limited to the availability of funds appropriated in a current fiscal period, and continuation of the contract into a subsequent fiscal period is subject to appropriation of funds, unless otherwise provided by law.

3.28. CONFIDENTIALITY

As a political subdivision, the City is subject to the Florida Sunshine Act and Public Records Law. If this Contract contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order.

3.29. 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 Broward County, Florida, or in the event of federal jurisdiction, in the Southern District of Florida.

3.30. NO PARTNERSHIP OR JOINT VENTURE

Nothing contained in this solicitation or the resulting Contract will be deemed or construed to create a partnership or joint venture between the City and the Successful Proposer, or to create any other similar relationship between the parties.

3.31. AUDITS

City shall have the right to audit the books, records, and accounts of Contractor and Contractor’s subcontractors that are related to this

Agreement. Contractor shall keep, and Contractor shall cause Contractor’s subcontractors to keep, such books, records, and accounts as may be necessary in order to record complete and correct entries related to this Agreement. All books, records, and accounts of

Contractor and Contractor’s subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, Contractor or Contractor’s subcontractor, as applicable, shall make same available at no cost to City in written form.

Contractor and Contractor’s subcontractors shall preserve and make available, at reasonable times for examination and audit by City in

Broward County, Florida, all financial records, supporting documents, statistical records, and any other documents pertinent to this

Agreement for the required retention period of the Florida public records law, Chapter 119, Florida Statutes (2022), as may be amended or revised, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida public records law is determined by City to be applicable to Contractor and Contractor’s subcontractors’ records, Contractor and Contractor’s subcontractors shall comply with all requirements thereof; however, Contractor and Contractor’s subcontractors shall violate no confidentiality or non- disclosure requirement of either federal or state law. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for City’s disallowance and recovery of any payment upon such entry.

Contractor shall, by written contract, require Contractor’s subcontractors to agree to the requirements and obligations of this Section.

The Contractor shall maintain during the term of the Agreement all books of account, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this Agreement.

3.32. PUBLIC RECORDS

A. The Successful Proposer agrees to keep and maintain public records in Successful Proposer’s possession or control in connection with Successful Proposer’s performance under this Agreement. Successful Proposer additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Successful Proposer shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the City.

B. Upon request from the City custodian of public records, Successful Proposer shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law.

C. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the City.

D. Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the

Agreement in the possession of the Awarded Vendor shall be delivered by the Successful Proposer to the City Manager, at no cost to the City, within seven (7) days. All such records stored electronically by Successful Proposer shall be delivered to the

City in a format that is compatible with the City’s information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the Successful Proposer shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.

E. Any compensation due to Successful Proposer shall be withheld until all records are received as provided herein.

F. Successful Proposer’s failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the City.

G. In accordance with Section 119.0701(1)(a), Florida Statutes, IF THE SUCCESSFUL

PROPOSER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA

STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS CONTRACT, CONTACT CUSTODIAN OF PUBLIC RECORDS:

CITY CLERK

9090 SW 50 PLACE

COOPER CITY, FL 33328

954-434-4300 x #291

PRR@cooperCity.gov

3.33. SCRUTINIZED COMPANIES

Subject to Odebrecht Construction, Inc., v. Prasad, 876 F.Supp.2d 1305 (S.D. Fla. 2012), affirmed, Odebrecht Construction, Inc., v.

Secretary, Florida Department of Transportation, 715 F.3d 1268 (11th Cir. 2013), with regard to the “Cuba Amendment,” the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran

Petroleum Energy Sector List or the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida

Statutes (2022), as may be amended or revised, and that it is not engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria, as provided in Section 287.135, Florida Statutes (2022), as may be amended or revised. The City may terminate this Agreement at the City’s option if the Contractor is found to have submitted a false certification as provided under subsection (5) of Section 287.135, Florida Statutes (2022), as may be amended or revised, or been placed on the Scrutinized

Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or the

Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes (2022), as may be amended or revised, or is engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria, as defined in Section

287.135, Florida Statutes (2022), as may be amended or revised.

3.34. E-VERIFY

A. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, the

Successful Proposer (“Contractor”), shall register with and use the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security’s E-

Verify System to verify the employment eligibility of:

B. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; and

C. All persons (including sub vendors/sub consultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the City of Cooper City. The Contractor acknowledges and agrees that registration and use of the U.S.

Department of Homeland Security’s E-Verify System during the term of the contract is a condition of the contract with the City of Cooper City; and

D. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination.

3.35. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS

PROPOSERS AND PROPOSERS ARE HEREBY NOTIFIED OF THE INCLUSION OF FLORIDA STATUTE…