General_Terms_And_Conditions.pdf

Cooper City

SECTION 1

GENERAL TERMS AND CONDITIONS

1.1 DEFINITIONS

Awarded Bidder/Contractor/Prime Contractor – shall mean the Bidder(s) awarded a Contract as a result of this Solicitation.

Bid – shall refer to any offer submitted in response to this Solicitation.

Bidder – shall refer to legal entity or individual submitting a Bid in response to this Solicitation.

BS&A – shall refer to the technology utilized to track budget, procurement, accounts receivable, cash receipting, fixed assets, as well as utility billing, and financial operations of the City.

C.F.R. – shall mean the Code of Federal Regulations.

City – shall refer to the City of Cooper City, a municipal corporation of the State of Florida Common Carrier/Contracted Carrier – shall mean a person, firm, or corporation that undertakes for hire, as a regular business, to transport persons or commodities from place to place, offering their services to all such as may choose to employ the common carrier and pay their charges.

Contract - shall mean collectively, these terms and conditions, the Solicitation, any addenda and/or properly executed modifications, the awarded Bid, and the resultant City purchase order, work order(s) (if applicable) and any change order(s), which constitute the legally enforceable agreement between the City and the Awarded Bidder(s).

Cooperative Agreement Purchasing Program - shall mean a cooperative arrangement for acquiring goods or services that involves aggregating the demand of two or more entities in an effort to obtain a more economical purchase.

Cybersecurity Products - shall mean software and hardware that include technologies, processes, and practices designed to protect information technology networks, devices, programs, and data from attack, damage, or unauthorized access.

FEMA – shall mean the Federal Emergency Management Agency.

Funding Agreement – shall refer to as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any Contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

Joint Venture - shall mean an association of two or more persons, partnerships, corporations, or other business entities under a contractual agreement to conduct a specific business enterprise for a specified period with both sharing profits and losses. The Joint Venture must be a legally formed entity prior to Bid submission.

Material Supplier – shall mean that only obligations on the contract or project are the delivery of materials and activities that are incidental to material supply, such as loading, unloading and pickup; the term shall also mean any facility that manufactures the supplies is not located on the primary or secondary worksite, and was either established before the beginning of the project or is not dedicated exclusively or nearly exclusively to the project.

NFE – shall refer to Non-Federal Entity, which means a state, local government, Indian tribe, institution of higher education, hospital, or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

OpenGov – shall refer to the City’s cloud-based software used to advertise solicitations and receiving responses.

Prevailing Wage – shall mean any wage rate that is paid to a majority of workers for whom usable wage data is received. If there is no majority wage rate, the prevailing wage rate that is paid to the greatest number, as long as it is paid to at least thirty percent (30%) of workers.

Produced in the United States - shall mean with respect to Cybersecurity Products, a product for which all development and production occurs in the United States.

Registered Supplier/Vendor – shall refer to a legal entity or individual that has completed and continues to comply with the requirements of the City’s Business Entity Registration Application process and has satisfied all requirements to enter into business agreements with the City.

Responsible Bidder – shall refer to a Bidder that has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance.

Responsive Bidder – shall refer to a Bidder that has submitted a bid or reply that conforms in all material aspects to the Solicitation.

Solicitation – shall mean this documentation, including all addenda.

Subcontractor – shall mean any person, entity, firm or corporation, other than the employees of the Awarded Bidder/Contractor/Prime Contractor, who furnishes labor and/or materials, in connection with the Work, whether directly or indirectly, on behalf and/or under the direction of the Awarded Bidder/Contractor/Prime Contractor and whether or not in privity of Contract with the Awarded Bidder/Contractor/Prime Contractor.

Work or Services - shall mean all matters and things that will be required to be done by the Contractor in accordance with the Scope of Work/Technical Specifications, and the terms and conditions of this Solicitation.

1.2. INSTRUCTIONS TO BIDDERS

A. Bidder Qualification It is the policy of the City to encourage full and open competition among all available qualified vendors. All vendors regularly engaged in the type of work specified in the Solicitation are encouraged to submit a Bid. To be eligible for award of a contract (including small purchase orders), Bidder must register as a Vendor with the City. Only registered Vendors can be awarded City contracts. In the event that the Vendor’s registration is not approved, the City may in its sole discretion, award to the next lowest responsive, responsible Bidder.

B. Vendor Registration Prior to award recommendation, the City requires that recommended Bidder complete the Vendor Registration process.

To complete the registration, Supplier/Vendor shall submit the following documents: Vendor Registration Form, voided check or letter from the Vendor’s bank, verifying their banking information, Certificate of Incorporation (if applicable), and the Vendor’s Federal Employer Identification Number (FEIN) must be provided, via submission of Form W- 9 and/or 147c Letter, as required by the Internal Revenue Service (IRS). If no FEIN exists, the Social Security Number of the owner or individual must be provided as the legal entity identifier. To comply with Section 119.071(5) of the Florida Statutes relating to the collection of an individual’s Social Security Number, be aware that the City requests the Social Security Number for the following purposes:

Identification of individual account records.

Payments to individual/Contractor for goods and services provided to the City of Cooper City.

Tax reporting purposes.

Provision of unique identifier in the Supplier/Vendor database used for searching and sorting departmental records.

The Vendor confirms its commitment to comply with the vendor registration requirements.

C. Public Entity Crimes To be eligible for award of a contract, firms wishing to do business with the City must comply with the following:

Pursuant to Section 287.133(2)(a) of the Florida Statutes, a person or affiliate who has been placed on the Convicted Vendor List following a conviction for a public entity crime may not submit a Bid on a contract to provide any goods or services to a public entity, may not submit a Bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit Bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the Convicted Vendor List.

D. Request for Additional Information

1. Pursuant to Section 2-269.5 of the Code of City of Cooper City, all

Solicitations, once advertised and until an award recommendation are under the “Cone of Silence.” Any communication or inquiries, except for clarification of process or procedure already contained in the Solicitation, are to be made in writing to the attention of the procurement personnel listed within Solicitation with a copy sent to the Purchasing, Purchasing@CooperCity.gov

2. The City may issue an addendum in response to any inquiry received, prior to Bid opening (Event Time and Date End), which changes, adds to, or clarifies the terms, provisions or requirements of the Solicitation.

The Bidder should not rely on any representation, statement, or explanation whether written or verbal, other than those made in this Solicitation document or in any addenda issued.

3. It is the Bidder’s responsibility to ensure receipt of all addenda, and any accompanying documentation.

E. Contents of Solicitation and Bidders’ Responsibilities

1. It is the responsibility of the Bidder to become thoroughly familiar with the requirements and terms and conditions of this Solicitation. Pleas of ignorance by the Bidder of conditions that exist or that may exist will not be accepted as a basis for varying the requirements of the City, or the compensation to be paid to the Bidder.

2. In the event a Bidder wishes to contest any part of the General Terms and Conditions, Additional/Special Conditions and/or Technical Specifications contained in the Solicitation, the Bidder must file a protest in writing to the Procurement Division, within five (5) business days after such aggrieved person knows or should have known of the facts giving rise thereto. Failure to file a timely notice of objection will constitute a waiver of proceedings.

3. This Solicitation is subject to all legal requirements contained in the applicable City Ordinances, Code, and Resolutions, as well as all applicable State Statutes and Federal Regulations. Where conflict exists between this Solicitation and these legal requirements, the authority shall prevail in the following order: Federal, State, and local.

F. Change or Withdrawal of Bids

1. Changes to Bid - Prior to the scheduled Bid opening (Event Time and

Date End), a Bidder may change its Bid by submitting a new Bid. No changes to a Bid will be accepted after the Bid opening (Event Time and Date End).

2. Withdrawal of Bid – A Bid shall be irrevocable unless the Bid is withdrawn as provided herein. A vendor may withdraw a Bid within the time period provided in the Solicitation, or, if no time period is specified in the Solicitation, one hundred-eighty (180) days after the Bid has been opened and prior to award, by submitting a letter to the contact person identified on the front cover of this Solicitation. The withdrawal letter must be on the company letterhead and signed by an authorized agent of the Bidder.

G. Conflicts within the Solicitation

Where there appears to be a conflict between the General Terms and

Conditions, Additional/Special Conditions, Technical Specifications, Bid Submittal Section, or any addenda issued, the order of precedence shall be as follows: (1) last addendum issued, (2) Bid Submittal Section, (3) Technical Specifications, (4) Additional/Special Conditions and, (5) General Terms and Conditions.

H. Payment Terms

Every effort will be made by the City to remit payment within 30 days of the invoice date, after satisfactory inspection by the using department. BIDDERS WILL NOT BE PERMITTED TO PICK UP

CHECKS FROM THE CITY.

1.3. PREPARATION OF BIDS

A. Bidders must complete the Supplier/Vendor Registration prior to recommendation of the award of solicitations issued by the City.

B. The Solicitation submittal form must be fully completed and provided with Bid. Failure to comply with these requirements may cause the Bid to be rejected.

C. An authorized representative of the Bidder’s firm must electronically sign the Solicitation submittal form and submit it electronically.

FAILURE TO SIGN THE SOLICITATION SUBMITTAL FORM SHALL

RENDER THE BID NON-RESPONSIVE.

D. The Bidder may be considered non-responsive if Bid is conditioned to modifications, changes, or revisions to the terms and conditions of this Solicitation.

E. The Bidder may submit alternate Bid(s) for the same Solicitation provided that such offer is allowable under the terms and conditions.

The alternate Bid must meet or exceed the minimum requirements and be submitted on a separate Bid submittal marked “Alternate Bid.”

F. When there is a discrepancy between the unit prices and any extended prices, the unit prices will prevail.

1.4. CANCELLATION OF BID SOLICITATION

The City reserves the right to cancel, in whole or in part, any solicitation when it is in the best interest of the City.

1.5. AWARD OF SOLICITATION

A. This Bid may be awarded to the responsible Bidder meeting all requirements as set forth in the Solicitation. The City reserves the right to reject any and all Bids, to waive irregularities or technicalities and to re-advertise for all or any part of this Solicitation, as deemed in its best interest. The City shall be the sole judge of its best interest.

B. When there are multiple line items in a solicitation, the City reserves the right to award on an individual item basis, any combination of items, total low Bid or in whichever manner deemed in the best interest of the City.

C. The City reserves the right to reject any and all Bids if it is determined that prices are excessive, best offers are determined to be unreasonable, or it is otherwise determined to be in the City’s best interest to do so.

D. The City reserves the right to negotiate prices with the low bidder, provided that the Scope of Work/Technical Specifications of this Solicitation remains the same.

E. Award of this Solicitation will only be made to firms that have completed the City Vendor Registration Application and that satisfy all necessary legal requirements to do business with the city of Cooper City.

F. The Bidder’s performance as a Prime Contractor or Subcontractor on previous City contracts shall be considered in evaluating the Bid received for this Solicitation.

G. To obtain a copy of the Bid tabulation, upon notice of award recommendation, Bidder may request bid tabulations or other award information by contacting the contact person outlined within the Solicitation. Information will then be provided electronically.

H. The Solicitation, any addenda and/or properly executed modifications, the purchase order, work order, and any change order(s) shall constitute the resultant Contract.

I. Sec. 2-256(a)(1)k, Method of Source Selection will decide all Tie Bids.

J. Award of this Solicitation may be predicated on compliance with, and submittal of all required documents as stipulated in the Solicitation.

K. The City reserves the right to request from any Bidder the disclosure of any lawsuits which include allegations of discrimination in the ten

(10) years prior to date of the Solicitation, the disposition of such lawsuits, or statement that there are NO such lawsuits.

L. The City further reserves the right to request and evaluate additional information from any Bidder after the submission deadline as the City deems necessary.

M. Pursuant to Florida Statutes Section 287.05701, Bidders are hereby notified that the City will not request documentation of, or consider, the social, ideological or political interests of a Bidder when determining if a Bidder is a responsible vendor nor will the City give preference to a Bidder based on the Bidder’s social, ideological or political interests.

1.6. CONTRACT EXTENSION

The City reserves the right to exercise its option to extend a contract for up to one hundred-eighty (180) calendar days beyond the current contract period and will notify the Contractor in writing of the extension.

This Contract may be extended beyond the initial one hundred-eighty (180) day extension period upon mutual agreement between the City and the Awarded Bidder upon approval by the City Commission.

1.7. WARRANTY

All warranties express and implied, shall be made available to the City for goods and services covered by this Solicitation. All goods furnished shall be fully guaranteed by the Awarded Bidder against factory defects and workmanship. At no expense to the City, the Awarded Bidder shall correct any and all apparent and latent defects that may occur within the manufacturer’s standard warranty. The Additional/Special Terms and Conditions of the Solicitation may supersede the manufacturer’s standard warranty.

1.8. MATERIALS SHALL BE NEW AND WARRANTED AGAINST

DEFECTS

All materials, except where recycled content is specifically requested, supplied by the Awarded Bidder under the Contract shall be new, warranted for their merchantability, and fit for the particular purpose herein. In the event any of the materials supplied to the City by the Awarded Bidder are found to be defective or do not conform to specifications: (1) the materials may be returned to the Awarded Bidder at its expense and the Contract terminated or, (2) the City may require the Awarded Bidder to replace the materials at its expense.

1.9. QUANTITIES

Quantities or dollars are for Bidder’s guidance only: (a) estimates are based on the City’s anticipated needs and/or usage during a previous contract period and, (b) the City may use these estimates to determine the low Bidder. Estimated quantities do not contemplate or include possible additional quantities that may be ordered by other government, quasi-governmental or non-profit entities utilizing this Contract, if applicable.

1.10. NON-EXCLUSIVITY

It is the intent of the City to enter into Contract with the Awarded Bidder that will satisfy its needs as described herein. However, the City reserves the right as deemed in its best interest to perform, or cause to be performed, the Work and Services, or any portion thereof, herein described in any manner it sees fit, including but not limited to; award of other contracts, use of any Contractor, or perform the Work with its own employees.

1.11. CONTINUATION OF WORK

Any Work that commences prior to and extends beyond the expiration date of the current Contract period shall, unless terminated by mutual written agreement between the City and the Awarded Bidder, will continue until completion at the same prices, terms, and conditions.

1.12. BID PROTEST

A recommendation for Contract award or rejection of award may be protested by a Bidder in accordance with the procedures contained in Sec.

2-265 of the Code of Cooper City.

A. A written intent to protest shall be filed with the Procurement Division and City Clerk within five business days after such aggrieved person knows or should have known to the facts giving rise thereto. Such written intent to protest shall state the grounds on which it is based and shall be accompanied by a filing fee as detailed below.

B. 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.

1.13. FEDERAL, STATE AND LOCAL REQUIREMENTS COMPLIANCE

As applicable, the Awarded Bidder shall comply, subject to applicable professional standards, with the provisions of any and all applicable Federal, State, County and City orders, statutes, ordinances, rules and regulations which may pertain to the goods and/or services specified under the Solicitation, including, but not limited to:

a) Equal Employment Opportunity clause provided under 41 CFR Part 60-

1 in accordance with Executive Order 11246, Equal Employment Opportunity, as amended by Executive Order 11375, and implementing regulations at 41 C.F.R. Part 60.

b) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended.

c) The Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by the Department of Labor regulations (29 CFR Part 5).

d) The Copeland “Anti-Kickback” Act (40 U.S.C. 3145) as supplemented by the Department of Labor regulations (29 CFR Part 5).

e) The Equal Pay Act of 1963, as amended (29 U.S.C. 206(d)).

f) Section 448.07, Florida Statute “Wage Rate Discrimination Based on

Sex Prohibited.”

g) Sec. 2-266 of Cooper City Procurement Code, “Authority to Debar or

Suspend”

h) Any other laws prohibiting wage rate discrimination based on sex.

By entering this Contract, the Awarded Bidder is certifying that the Awarded Bidder is in compliance with, and will continue to comply with, the provisions of items “a” through “h” above.

1.14. LICENSES, PERMITS AND FEES

The Awarded Bidder shall hold all licenses and/or certifications, obtain and pay for all permits and/or inspections, and comply with all laws, ordinances, regulations and building code requirements applicable to the Work required herein. Damages, penalties, and/or fines imposed on the City or an Awarded Bidder for failure to obtain and maintain required licenses, certifications, permits and/or inspections, shall be borne by said Awarded Bidder.

1.15. SUBCONTRACTING

When subcontracting is allowed and Subcontractors will be utilized, the Contractor shall: (1) Prior to Contract award, the Bidder shall provide a detailed statement of its policies and procedures for awarding subcontracts, and (2) identify Subcontractors used in the Work.

1.16. ASSIGNMENT

The Awarded Bidder shall not assign, transfer, convey or otherwise dispose of this Contract, including its rights, title, or interest in or to the same or any part thereof without the prior written consent of the other party.

Notwithstanding anything to the contrary in this Contract, including any work orders, amendments or addendums thereto, the Awarded Bidder agrees and acknowledges that the City may assign, transfer, convey, divide or otherwise dispose of this Contract or a portion thereof, without any further consent from the Awarded Bidder. The City shall provide notice of such action to the Awarded Bidder within thirty (30) days of any such assignment, transfer, or conveyance.”

1.17. DELIVERY

Unless otherwise specified in the Solicitation, prices quoted shall be Freight on Board (F.O.B.) Destination. Freight shall be included in the Bidder’s proposed price.

1.18. RESPONSIBILITY AS EMPLOYER

All employees of the Awarded Bidder shall be, at all times, employees of the Awarded Bidder under its sole discretion, and not an employee or agent of the City. The Awarded Bidder shall provide competent employees. The City may require the Awarded Bidder to remove any employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on City property is not in the best interest of the City.

Each employee of the Awarded Bidder shall have and wear proper identification.

1.19. INDEMNIFICATION

The Awarded Bidder shall indemnify, defend and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorney’s fees and costs of defense, which the City or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of the agreement by the Awarded Bidder or its employees, agents, servants, partners, principals or Subcontractors. The Awarded Bidder shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney’s fees which may be incurred thereon. The Awarded Bidder expressly understands and agrees that any insurance protection required by the Contract or otherwise provided by the Awarded Bidder, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided.

1.20. INSURANCE REQUIREMENTS

Unless Otherwise Stated in the Solicitation A. The Awarded Bidder shall furnish to Cooper City RISK & Procurement

Certificate(s) of Insurance which indicate that insurance coverage has been obtained and meets the requirements as outlined below:

1. Coverage must be afforded per Chapter 440, Florida Statutes. Any person or entity performing work for or on behalf of the City must provide Workers’ Compensation insurance. Exceptions and exemptions will be allowed by the City’s Risk Manager, if they are in accordance with Florida Statute.

Contractor waives, and Contractor shall ensure that Contractor’s insurance carrier waives, all subrogation rights against the City, its officials, employees, and volunteers for all losses or damages. The City requires the policy to be endorsed with WC 00 03 13 Waiver of our Right to Recover from Others or equivalent.

Contractor must be in compliance with all applicable State and federal workers’ compensation laws, including the U.S.

Longshore and Harbor Workers’ Compensation Act and the Jones Act, if applicable

2. Commercial General Liability Insurance Coverage must be afforded under a Commercial General Liability policy with limits not less than:

$1,000,000 each occurrence and $2,000,000 aggregate for Bodily Injury, Property Damage, and Personal and Advertising Injury

$1,000,000 each occurrence and $2,000,000 aggregate for Products and Completed Operations

Policy must include coverage for contractual liability and independent contractors.

The City, a Florida municipality, its officials, employees, and volunteers are to be included as an additional insured with a CG 20 26 04 13 Additional Insured – Designated Person or Organization Endorsement or similar endorsement providing equal or broader Additional Insured Coverage with respect to liability arising out of activities performed by or on behalf of Contractor. The coverage shall contain no special limitation on the scope of protection afforded to the City, its officials, employees, and volunteers. Cooper City must be shown as an additional insured with respect to this coverage.

3. Automobile Liability Insurance Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than $1,000,000 combined single limit each accident.

If Contractor does not own vehicles, Contractor shall maintain coverage for Hired and Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

B. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications:

The company must be rated no less than “A-” as to management, and no less than “Class VII” as to financial strength by Best’s Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City’s Risk Management Office.

Or The company must hold a valid Florida Certificate of Authority as shown in the latest “List of All Insurance Companies Authorized or Approved to Do Business in Florida” issued by the State of Florida Department of Financial Services.

C. Certificates of Insurance must meet the following requirements:

1. Signature of agent must be included.

2. Contractor shall provide the City with valid Certificates of

Insurance (binders are unacceptable) no later than ten (10) days prior to the start of work contemplated in this Agreement.

3. Contractor shall provide to the City a Certificate of Insurance having a thirty (30) day notice of cancellation; ten (10) days’ notice if cancellation is for nonpayment of premium.

4. In the event that the insurer is unable to accommodate the cancellation notice requirement, it shall be the responsibility of Contractor to provide the proper notice. Such notification will be in writing by registered mail, return receipt requested, and addressed to the certificate holder.

5. In the event the Agreement term or any surviving obligation of Contractor following expiration or early termination of the Agreement goes beyond the expiration date of the insurance policy, Contractor shall provide the City with an updated Certificate of Insurance no later than ten (10) days prior to the expiration of the insurance currently in effect. The City reserves the right to suspend the Agreement until this requirement is met.

6. The Certificate of Insurance shall indicate whether coverage is provided under a claims-made or occurrence form. If any coverage is provided on a claims-made form, the Certificate of Insurance must show a retroactive date, which shall be the effective date of the initial contract or prior.

7. The City shall be included as an Additional Insured on all liability policies, with the exception of Workers’ Compensation.

8. The City shall be granted a Waiver of Subrogation on Contractor’s Workers’ Compensation insurance policy.

9. The title of the Agreement, Bid/Contract number, event dates, or other identifying reference must be listed on the Certificate of Insurance.

The Certificate Holder should read as follows:

City of Cooper City – Risk Management Office 9090 SW 50th Place Cooper City, FL 33328-4227

10. Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self-insured retention; including any loss not covered because of the application of such deductible, co-insurance penalty, self-insured retention, or coverage exclusion or limitation. Any costs for including the City as an Additional Insured shall be at Contractor’s expense.

11. If Contractor’s primary insurance policy/policies do not meet the minimum requirements as set forth in this Agreement, Contractor may provide evidence of an Umbrella/Excess insurance policy to comply with this requirement.

12. Contractor’s insurance coverage shall be primary insurance in respect to the City’s interests for this Agreement, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the City shall be non-contributory.

13. Any exclusion or provision in any insurance policy maintained by Contractor that excludes coverage required in this Agreement shall be deemed unacceptable and shall be considered breach of contract.

14. All required insurance policies must be maintained until the Agreement work has been accepted by the City, or until this Agreement is terminated, whichever is later. Any lapse in coverage may be considered breach of contract. In addition, Contractor must provide to the City confirmation of coverage renewal via an updated certificate of insurance should any policies expire prior to the expiration of this Agreement. The City reserves the right to review, at any time, coverage forms and limits of

Contractor’s insurance policies.

15. Contractor shall provide notice of any and all claims, accidents, and any other occurrences associated with this Agreement to Contractor’s insurance company or companies and the City’s Risk Management office as soon as practical.

16. It is Contractor’s responsibility to ensure that any and all of Contractor’s independent contractors and subcontractors comply with these insurance requirements. All coverages for independent contractors and subcontractors shall be subject to all of the applicable requirements stated herein. Any and all deficiencies are the responsibility of Contractor. The City reserves the right to adjust insurance limits from time to time at its discretion with notice to Contractor.

1.21. COLLUSION

Where two or more related parties, as defined herein, each submit a Bid for any contract, such Bids shall be presumed to be collusive. The foregoing presumption may be rebutted by the presentation of evidence as to the extent of ownership, control and management of such related parties in preparation and submittal of such Bids. Related parties shall mean the Bidder; the principals, corporate officers, and managers of a Bidder; or the spouse, domestic partner, parents, stepparents, siblings, children or stepchildren of a Bidder or the principals, corporate officers and managers thereof which have a direct or indirect ownership interest in another Bidder for the same contract or in which a parent company or the principals thereof of one Bidder have a direct or indirect ownership interest in another Bidder for the same contract. Bid found to be collusive shall be rejected. Bidders who have been found to have engaged in collusion may be considered non-responsible, and may be suspended or debarred, and any contract resulting from collusive bidding may be terminated for default.

1.22. MODIFICATION/AMENDMENT OF CONTRACT

The Contract may be modified by mutual consent, in writing through the issuance of a modification/amendment to the Contract.

1.23. TERMINATION FOR CONVENIENCE

The City, at its sole discretion, reserves the right to terminate this Contract for convenience (without cause) upon providing a thirty (30) day written notice to the Contractor. Termination for convenience is effective on the termination date stated in the written notice provided by the City. Upon receipt of such notice, the Contractor shall not incur any additional costs under the Contract. The City shall only be liable for reasonable costs incurred by the Contractor prior to notice of termination. The City shall be the sole judge of “reasonable costs.”

1.24. TERMINATION FOR DEFAULT

The City reserves the right to terminate this Contract, in part or in whole, or place the Contractor on probation, or to avail itself of all other remedies available at law and equity, inclusive injunctive relief and specific performance, in the event the Contractor fails to perform in accordance with the terms and conditions stated herein. Following breach of the Contract by the Contractor, the City shall provide written notice specifying the breach to the Contractor and advising the Contractor that the breach must be cured immediately, or this Contract may be terminated by the City. The City further reserves the right to suspend or debar the Contractor in accordance with the Sec. 2-266 of Cooper City Procurement Code, resolutions and/or other governing legislation. The Contractor will be notified by letter of the City’s intent to terminate if, following the initial notice of breach, the Contractor fails to timely or adequately, and to the satisfaction of the City, cure said breach. In the event of termination for default, the City may procure the required goods and/or services from any source and use any method deemed in its best interest. All re-procurement costs shall be borne by the terminated Contractor. The Contractor shall be responsible for all other direct damages incurred by the City arising out of the breach.

1.25. BREACHES AND DISPUTE RESOLUTION

(1) Disputes and Remedies. Disputes arising in the performance of this Contract which are not resolved by the Contractor and the City’s project manager or contract manager, shall be referred, in writing, to the authorized representative of the City Manager for a decision. If there is a disagreement among the parties regarding the decision of the City Manager’s representative, then either party may submit any claim, counterclaim, dispute, and other matters in question between the City and the Contractor arising out of or relating to this Contract or its breach to a court of competent jurisdiction within Broward County.

(2) Performance During Dispute. Unless otherwise directed by the City, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

(3) Claims for Damages. Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of their employees, agents or others for whose acts they are legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.

1.26. FRAUD AND MISREPRESENTATION

Any individual, corporation, or other entity that attempts to meet its contractual obligations with the City through fraud, misrepresentation, or material misstatement, may be debarred. The City, as a further sanction, may terminate or cancel any other contracts with such individual, corporation, or entity. Such individual or entity shall be responsible for all direct or indirect costs associated with termination or cancellation, including attorney’s fees.

1.27. PRE-AWARD INSPECTION

The City may conduct a pre-award inspection of the Bidder’s site or hold a pre-award qualification hearing to determine if the Bidder is capable of performing the requirements of this Solicitation.

1.28. PROPRIETARY/CONFIDENTIAL INFORMATION

The Bidder acknowledges and agrees that the submittal of the Bid is governed by Florida’s Government in the Sunshine Laws and Public Records Laws as set forth in Florida Statutes Section 286.011 and Florida Statutes Chapter 119. As such, all material submitted as part of, or in support of, the Bid will be available for public inspection after opening of bids and may be considered by the City in public.

By submitting a Bid pursuant to this Solicitation, Bidder agrees that all such materials may be considered to be public records. The Bidder shall not submit any information in response to this Solicitation which the Bidder considers to be a trade secret, proprietary or confidential.

In the event that the Bid contains a claim that all or a portion of the Bid submitted contains confidential, proprietary or trade secret information, the Bidder, by electronically signing the Solicitation submittal form, knowingly and expressly waives all claims made that the Bid, or any part thereof, no matter how indicated, is confidential, proprietary or a trade secret and authorizes the City to release such information to the public for any reason.

1.29. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY

ACT (HIPAA)

Any person or entity that performs or assists Cooper City with a function or activity involving the use or disclosure of “individually identifiable health information (IIHI) and/or Protected Health Information (PHI”) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996.

HIPAA mandates for privacy, security and electronic transfer standards that include but are not limited to:

1. Use of information only for performing services required by the contract or as required by law;

2. Use of appropriate safeguards to prevent non-permitted disclosures;

3. Reporting to Cooper City of any non-permitted use or disclosure;

4. Assurances that any agents and Subcontractors agree to the same restrictions and conditions that apply to the Bidder and reasonable assurances that IIHI/PHI will be held confidential;

5. Making Protected Health Information (PHI) available to the customer;

6. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer;

7. Making PHI available to Cooper City for an accounting of disclosures;

and

8. Making internal practices, books and records related to PHI available to Cooper City for compliance audits.

PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Awarded Bidder must give its customers written notice of its privacy information practices including specifically a description of the types of uses and disclosures that would be made with protected health information.

1.30. AUDITS – ACCESS TO RECORDS

The City, through its duly authorized representatives and governmental agencies, shall until the expiration of three years after the expiration of this Contract and any extension thereof, have access to and the right to examine and reproduce any of the Awarded Bidder’s books, documents, papers and records and of its Subcontractors and Suppliers which apply to all matters of the City. Such records shall subsequently conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions related to this Contract.

The Awarded Bidder will grant access to the Commission Auditor to all financial and performance related records, property, and equipment purchased in whole or in part with government funds. The Awarded Bidder agrees to maintain an accounting system that provides accountancy records that are supported with adequate documentation and procedures for determining the allowability and allocability of costs.

1.31. INVOICES

The Awarded Bidder shall invoice the City, as specified in this Solicitation.

The invoice date shall not exceed thirty (30) calendar days from the delivery of the items or the provision of Services, unless otherwise noted in the Contract. Under no circumstances shall the invoice be submitted to the City in advance of the delivery and acceptance of the items or provision of and acceptance of the Services. Failure to submit invoices in the prescribed manner will delay payment.

All invoices shall contain the following information:

I. Awarded Bidder ’s Information:

• Name of the Awarded Bidder as specified on the Award Notice issued by the City.

• Date of Invoice

• Unique Invoice number

• Awarded Bidder’s Federal Identification Number on file with the

City and the State of Florida.

II. City Information:

• City Purchase Order Number III. Pricing Information:

• Unit price of the goods and/or services provided

• Extended total price of the goods and/or services provided

• Applicable discounts

IV. Goods or Services Provided:

• Description

• Quantity

V. Delivery Information:

• Delivery terms set forth within the City Purchase Order

• Reference to (or include a copy of) the corresponding delivery ticket number or packing slip number that was signed by an authorized representative of the City at the time the items were delivered and accepted.

• Location and date of delivery of goods and/or services provided.

1.32. DEMONSTRATION OF EQUIPMENT MAY BE REQUIRED

DURING EVALUATION

After receipt of Bids by the City, Bidders may be required to demonstrate specifically offered equipment/product to City personnel, at no additional cost. The purpose of this demonstration is to observe the equipment/product in an operational environment and to verify its capability, suitability, and adaptability in conjunction with the performance requirements stipulated in this Solicitation.

If a demonstration is required, the City will notify the Bidder in writing and specify the date, time and location of the demonstration. If the Bidder fails to perform the demonstration on the specified date stipulated in the notice, the City may elect to reject that Bidder’s offer, or to reschedule the demonstration, whichever action is determined to be in the best interest of the City. The City shall be the sole judge of the acceptability of the equipment/product in conformance with the specifications and its decision shall be final.

The equipment used for the demonstration shall be the same as the manufacturer’s model identified in the Bidder’s offer. Accordingly, the equipment used in the demonstration shall create an express warranty that the actual equipment/product to be provided by the Awarded Bidder during the Contract term shall conform to the equipment used in the demonstration. The Awarded Bidder shall provide adequate restitution to the City, in the manner prescribed by the City, if this warranty is violated during the term of the Contract.

1.33. EQUIPMENT SHALL BE MOST RECENT MODEL AVAILABLE

The equipment being offered by the Awarded Bidder shall be the most recent model available. Any optional components which are required in accordance with the specifications herein shall be considered standard equipment for the purposes of this Solicitation. Demonstrator models will not be accepted. Omission of any essential detail from the specifications herein does not relieve the Awarded Bidder from furnishing a complete unit.

The equipment shall conform to all applicable Federal (including OSHA), State, and local safety requirements. All components (whether primary or ancillary) of the delivered equipment shall be in accordance with current Society of Automotive Engineering (SAE) standards and recommended practices, as applicable. The engineering, materials, and workmanship associated with the Awarded Bidder’s performance hereunder shall exhibit a high-level of quality and appearance consistent with or exceeding industry standards.

1.34. PATENTS AND ROYALTIES

The Awarded Bidder, without exception, shall indemnify and hold harmless the City and its employees from liability of any nature or kind, including cost and expenses for, or as a result of, any copyrighted, patented, or unpatented invention, process, or article manufactured by the Contractor.

The Awarded Bidder has no liability when such claim is solely and exclusively due to the combination, operation, or use of any article supplied hereunder with equipment or data not supplied by Awarded Bidder or is based solely and exclusively upon the City’s alteration of the article. The purchaser (City) will provide prompt written notification of a claim of copyright or patent infringement.

Further, if such a claim is made or is pending, the Awarded Bidder may, at its option and expense, procure for the purchaser (City) the right to continue use of, replace, or modify the article to render it non-infringing. (If none of the alternatives are reasonably available, the City agrees to return the article on request to the Awarded Bidder and receive reimbursement, if any, as may be determined by a court of competent jurisdiction). If the Awarded Bidder uses any design, device, or materials covered by letters, patent, or copyright, it is mutually agreed and understood without exception that the Contract prices shall include all royalties or cost arising from the use of such design, device, or materials in any way involved in the Work.

1.35. TOXIC SUBSTANCES/FEDERAL "RIGHT TO KNOW"

REGULATIONS

The Federal "Right to Know" Regulation implemented by the Occupational Safety and Health Administration (OSHA) requires employers to inform their employees of any toxic substances which they may be exposed to in the workplace, and to provide training in safe handling practices and emergency procedures. It also requires notification to local fire departments of the location and characteristics of all toxic substances regularly present in the workplace.

Accordingly, the Awarded Bidder performing under the Contract shall provide two complete sets of Material Safety Data Sheets to each City Department utilizing the awarded products. This information should be provided at the time when the initial delivery is made, on a department-by- department basis.

For additional information on the Federal Right to Know Regulation, contact OSHA at https://www.osha.gov/.

1.36. GOVERNING LAW AND VENUE

This Contract, including appendices, and all matters relating to this Contract (whether in contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Florida. Venue shall be Broward County.

1.37. BANKRUPTCY

The City reserves the right to terminate this Contract, if, during the term of any contract the Awarded Bidder has with the City, the Awarded Bidder becomes involved as a debtor in a bankruptcy proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial portion of the property of the Awarded Bidder under federal bankruptcy law or any state insolvency law.

1.38. SURVIVAL

The parties acknowledge that any of the obligations in this Contract will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Awarded Bidder and the City under this Contract, which by nature would continue beyond the termination, cancellation, or expiration thereof, shall survive termination, cancellation or expiration hereof.

1.39. NONDISCRIMINATION

During the performance of this Contract, Awarded Bidder agrees to not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual orientation, gender identity or gender expression, status as victim of domestic violence, dating violence or stalking, or veteran status, and on housing related contracts based on source of income, and will take affirmative action to ensure that employees and applicants are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on the job training.

By entering into this Contract, the Awarded Bidder attests that it is not in violation of the Americans with Disabilities Act of 1990 (and related Acts).