GENERAL TERMS AND CONDITIONS RFP 25-10 Valet Parking Services at PHT.pdf

1.0 GENERAL TERMS AND CONDITIONS

(Rev 08/22/2024)

Intent: The General Terms and Conditions as described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more.

Definition:

“Agreement” or “Contract” – Means a binding written document for the solicited Work and/or Services required by the MPA, including purchasing orders, containing terms and obligations governing the relationship between the MPA and

Contractor.

"Bidder/Proposer” shall mean person responding to the

RFP.

“Contractor” shall mean selected Bidder/Proposer who enters into an Agreement with MPA.

“ITB” – Invitation to Bid.

“MPA” – means Miami Parking Authority a/k/a The

Department of Off-Street Parking of The City of Miami.

“Responsive response” -- is one which follows the requirements of the Formal Solicitation, includes all documentation, is submitted in the format outlined in the

Formal Solicitation, and is submitted and received by MPA within the time specified, and is inclusive of all appropriate signatures as required on each document.

“RFLI” – Request for Letters of Interest.

“RFP” - Request for Proposal.

“RFQ” – Request for Qualifications.

“Scope of Services” – Means the work to be performed by the selected Contractor under this Contract.

“Services” – includes all labor, materials, equipment, supervision, expertise, maintenance, repair, and services to be provided by the Awarded Vendor to successfully perform the as required under the solicitation.

“Solicitation” or “Formal Solicitation” – Means the Request for Proposal document and all associated addenda and attachments.

1.1 INVITATION -- This Invitation is extended to

Bidders/Proposers that can provide the requirement/work specified herein. The requirements presented in the Solicitation represents the MPA’s anticipated needs.

1.2 ACCEPTANCE OF GOODS OR EQUIPMENT -- Any

goods/equipment delivered under the Solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the MPA. It must comply with the terms herein and be fully in accordance with the specifications and of the highest quality.

In the event the goods/equipment supplied to MPA are found to be defective or do not conform to the specifications, the

MPA reserves the right to cancel the order upon written notice to the Contractor and return the product to the

Contractor at the Contractor’s expense.

1.3 ACCEPTANCE OF OFFER - The signed or electronic

submission of the Solicitation response shall be considered an offer on the part of the Bidder/Proposer; such offer may be deemed to be accepted upon issuance by MPA of a purchase order or execution of an Agreement.

1.4 CHANGES/MODIFICATIONS - Bidders/Proposers may

change or withdraw a proposal at any time prior to the submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the submission deadline.

1.5 ACCEPTANCE/REJECTION - the MPA reserves the

right to accept or reject any or all responses or parts of responses after opening/closing date and request re-issuance for the goods/services described in the Solicitation.

In the event of such rejection, the MPA CEO, shall notify all affected Bidders/Proposers and make available a written explanation for the rejection. MPA also reserves the right to reject the response of any Bidder/Proposer who has previously failed to properly perform under the terms and conditions of a Contract, to deliver on time Contracts of a similar nature, and who is not in a position to perform the requirements defined in this Formal Solicitation. The MPA further reserves the right to waive any irregularities or minor informalities or technicalities in any or all of the responses and may, at its discretion re-issue the Formal Solicitation.

1.6 ADDENDA - If any revision to this Solicitation becomes

necessary, the MPA will post an addendum prior to the response deadline. However, please be advised that the

MPA may revise the deadline for response submittal at any time prior to the date and time scheduled for opening responses. It is the responsibility of each Proposer to inquire and confirm whether any addenda has been issued by the

MPA before the Solicitation deadline. It is the

Bidder’s/Proposer’s responsibility to ensure receipt of all

Addenda.

1.7 ALTERNATE BID RESPONSES WILL NOT BE

CONSIDERED.

1.8 ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title, or interest herein, without the MPA CEO’s prior written consent.

1.9 ATTORNEY’S FEES - In connection with any litigation, mediation, and arbitration arising out of the Solicitation, each party shall bear their own attorney’s fees through and including appellate litigation and any post-judgement proceedings.

1.10 AUDIT RIGHTS AND RECORDS RETENTION – In

accordance with Sections 18-99 through 18-102 of the Code of the City of Miami (“City Code”), the selected

Bidder/Proposer agrees to provide access at all reasonable times to MPA or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to the Formal Solicitation, for the purpose of audit, examination, excerpts, and transcriptions.

The selected Bidder/Proposer shall maintain and retain any and all of books, documents, papers, and records pertinent to the Contract for three (3) years after the MPA makes the final payment and all other pending matters are closed.

Contractor’s failure to or refusal to comply with this condition shall result in the immediate cancellation of a resulting

Agreement by MPA.

1.11 AVAILABILITY OF CONTRACT STATE-WIDE - Any

governmental, not-for-profit, or quasi-governmental entity in the State of Florida, may avail itself of this resulting

Agreement and purchase any and all goods/services, specified herein from the selected Bidder(s)/Proposer(s) at the Contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations.

1.12 AWARD OF CONTRACT:

A. The Formal Solicitation, Bidder’s/Proposer’s response, any addenda issued, and the purchase order shall constitute the entire Agreement, unless modified in accordance with any ensuing Agreement, amendment, or addenda.

B. The award of an Agreement where there are tie Bids will be decided by the MPA CEO or designee in the instance that

Tie Bids cannot be determined by applying Section 287.0

87, Florida Statutes Preference to Businesses with Drug-

Free Workplace Programs.

C. The award of a resulting Agreement may be preconditioned on the subsequent submission of other documents as specified in the special conditions or technical specifications. Bidder/Proposer shall be in default of its

Contractual obligation if such documents are not submitted in a timely manner and in the form required by MPA. Where

Bidder/Proposer is in default of these Contractual requirements, the MPA through action taken by the

Procurement Department will void its acceptance of the

Bidder’s/Proposer’s response and may accept the response from the next lowest responsive, responsible

Bidder/Proposer most advantageous to MPA or re-solicit

MPA’s requirements. The MPA at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the

Bidder’s/Proposer’s default.

D. The term of the Contract shall be specified in one of three documents which shall be issued to the selected

Bidder/Proposer. These documents may either be a purchase order, notice of award and/or the actual

Agreement.

E. The MPA reserves the right to automatically extend the terms of this Agreement for up to one hundred twenty (120) calendar days beyond the stated Contract term in order to provide MPA departments with continual service and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, MPA shall notify the

Bidder/Proposer in writing of its intent to extend the Contract at the same price, terms, and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) days extension may occur, if the MPA and the selected Bidder/Proposer are in mutual agreement of such extensions.

F. Where the Agreement involves a single shipment of goods to the MPA, the Contract term shall conclude upon completion of the expressed or implied warranty periods.

G. The MPA reserves the right to award the Contract on a split-order, lump sum or individual-item basis, or such combination as shall best serve the interests of the MPA unless otherwise specified.

H. An Agreement may be awarded to the Bidder/Proposer by the Board and or CEO, based upon the minimum qualification requirements reflected herein. As a result of an

ITB, RFP, RFQ, or RFLI, the MPA reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in MPA’s best interests. Such Agreement will be furnished by the MPA, will contain certain terms as are in the MPA’s best interests, and will be subject to approval as to legal form by the City

Attorney and Risk Management.

1.13 BID BOND/BID SECURITY - A cashier’s check or

certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of

Florida, payable to the MPA is required from all

Bidders/Proposers, if so indicated under the special conditions. This check or bond guarantees that a

Bidder/Proposer will accept the order or Agreement, as bid/proposed, if it is awarded to Bidder/Proposer.

Bidder/Proposer shall forfeit bid deposit to the MPA should

MPA award the Agreement to Bidder/Proposer and

Bidder/Proposer fails to accept the award. The MPA reserves the right to reject any and all surety tendered to the

MPA. Bid deposits are returned to unsuccessful

Bidder/Proposer within ten (10) days after the award and selected Bidder’s/Proposer’s acceptance of award. If sixty

(60) days have passed after the date of the Formal

Solicitation closing date, and no Contract has been awarded, all bid deposits will be returned on demand.

1.14 RESPONSE FORM - All forms should be completed, signed, and submitted accordingly.

1.15 AUTHORITY OF MPA CEO - The Chief Executive

Officer of the MPA (“CEO”), or his or her designee, is further authorized to negotiate and execute all documents including any contracts, amendments, renewals, addendums, extensions, and modifications, including increases in capacity and increases to the Contract funding subject to allocations, appropriations, and budgetary approval having been previously made, without the necessity of subsequent

MPA Board approval in compliance with applicable regulations and in a form acceptable to MPA staff and legal sufficiency.

1.16 BRAND NAMES - If and wherever in the specifications

brand names, makes, models, names of any manufacturers, trade names, or Bidder/Proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade, or quality of goods only. When the MPA does not wish to rule out other competitors’ brands or makes, the phrase ”OR

EQUAL” is added. When bidding/proposing an approved equal, Bidder/Proposer shall submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the MPA to evaluate and determine the equality of the item(s) bid/proposed. The MPA CEO shall be the sole judge of equality and the MPA CEO’s decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the MPA. Such samples are to be furnished after Formal

Solicitation opening/closing only upon request of the MPA. If samples should be requested, such samples must be received by the MPA no later than seven (7) calendar days after a formal request is made.

1.17 CANCELLATION - The MPA CEO reserves the right to

cancel all Solicitations at his/her discretion before its opening/closing. In the event of Bid/Proposal cancellation, the MPA CEO shall notify all prospective Bidder/Proposers and make available a written explanation for the cancellation.

1.18 CAPITAL EXPENDITURES - Contractor understands

that any capital expenditure that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the MPA, is a business risk which the Contractor must assume. The MPA will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any Contractor. If Contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not hold

MPA liable for such expenditures.

1.19 MPA NOT LIABLE FOR DELAYS - It is further

expressly agreed that in no event shall the MPA be liable for, or responsible to, the Bidder/Proposer/Contractor, any

Subcontractor/Sub-Consultant, or to any other person for, or on account of, any stoppages or delays in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the MPA has no control.

1.20 COLLUSION - Bidder/Proposer, by submitting a

response, certifies that its response is made without previous understanding, agreement, or connection either with any person, firm or corporation submitting a response for the same items/services or with the MPA’s Procurement

Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud, or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of

Ethics and all applicable State and local laws. The MPA will investigate all potential situations where collusion may have occurred and the MPA reserves the right to reject any and all bids/responses due to collusion.

1.21 COMPLIANCE WITH FEDERAL, STATE AND

LOCAL LAWS - Contractor understands that Contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. MPA and Contractor agree to comply with and observe all applicable laws, codes, and ordinances as that may in any way affect the goods or equipment offered including but not limited to:

A. Executive Order 11246, Equal Employment Opportunity, as amended which prohibits discrimination against any employee, applicant or client because of race, creed, color, national origin, sex, or age with regard to but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection.

B. Occupational, Safety, and Health Act (OHSA), as applicable to this Formal Solicitation.

C. The State of Florida Statutes, Section 287.133(3)(a) on

Public Entity Crimes.

D. Environmental Protection Agency (EPA), as applicable to the Formal Solicitation.

E. Uniform Commercial Code (Florida Statutes, Chapter

672).

F. Americans with Disabilities Act of 1990, as amended from time to time.

G. National Institute of Occupational Safety Hazards

(“NIOSH”), as applicable to the Formal Solicitation.

H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation.

I. City Procurement Ordinance City Code Chapter 18, Article

III

J. Conflict of Interest, City Code Chapter 2, Article V.

K. RESERVED

L. The Florida Statutes and Local Government Prompt

Payment Act, Chapter 218, Part VII.

Lack of knowledge by the Bidder/Proposer will in no way be a cause for relief from responsibility. Noncompliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of Contract(s). Copies of the City Ordinances may be obtained from the City Clerk’s

Office.

1.22 MPA’s CEO or his or her designee and/or the MPA’s

Board of Directors (“Board”) reserves the right to accept any timely submission deemed to be in the best interest of the

MPA, to waive any minor (e.g., not material) technicalities, omissions, or irregularities in any submission and/or reject any, or all submissions, and re-advertise, at MPA’s option, for new submissions.

1.23 CONE OF SILENCE -

Pursuant to Section 18-74 of the City Code, all Solicitations, once advertised and until an award recommendation has been forwarded to the appropriate authority, 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 Administrator identified in the Solicitation with a copy sent to the City Clerk either via email at clerks@miamigov.com or via mail at Office of the City Clerk, Attn: Todd B. Hannon, City of Miami City Hall, 3500 Pan

American Drive, First Floor, Miami, Florida 33133.

1.24 CONFIDENTIALITY - As a public entity, the MPA is

subject to the Florida Sunshine Act and Public Records Law.

A confidentiality provision shall have no application when disclosure is required by Florida law or upon court order.

1.25 CONFLICT OF INTEREST - Bidders/Proposers, by

responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the MPA is financially interested, directly or indirectly, in the purchase of goods/services specified in the Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the MPA. As per Section 2-11.1.(b)(8) of the Miami-Dade County Code, further, the name of any MPA employee who owns, directly or indirectly, an interest of ten percent (10%) or more of the total assets of capital stock in the firm must be disclosed.

A. Bidder/Proposer further agrees not to use or attempt to use any knowledge or property or resource which may be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exemption for himself/herself, or others. Bidder/Proposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity.

B. Bidder/Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the MPA, or any person or agency acting for the MPA and has not appeared in representation of any third party before any board, commission, or agency of the MPA within the past two (2) years. Bidder/Proposer further warrants that he/she/it is not related, specifically to the spouse, son, daughter, parent, brother, or sister, of: (i) any member of the commission; (ii) the mayor; (iii) any MPA employee; or (iv) any member of any board or agency of the MPA.

C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional services agreement with MPA, imposition of the maximum fine and/or any penalties allowed by law.

Additionally, violations may be considered by and subject to actions by the Miami-Dade County Commission on Ethics.

1.26 COPYRIGHT OR PATENT RIGHTS -

Bidder/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of the Formal Solicitation, and

Bidder/Proposer agrees to hold MPA harmless from any and all liability, loss, or expense occasioned by any such violation.

1.27 COSTS INCURRED BY BIDDER/PROPOSER - All

expenses involved with the preparation and Submission of responses to the MPA, or any work performed in connection therewith shall be borne by the Bidder(s)/Proposer(s).

1.28 DEBARMENT AND SUSPENSIONS (SEC. 18-107 OF

THE CITY CODE; WITHIN CONTEXT OF SEC. 18-72 OF

THE CITY CODE)

A. Authority and requirement to debar and suspend. After reasonable notice to an actual prospective contractual party, and after reasonable opportunity for such party to be heard, the Chief Procurement Officer or designee, after consultation with the MPA CEO or designee, the City

Attorney shall have the authority to debar a contractual party, for the causes listed below, from consideration for award of MPA Contracts. The debarment shall be for a period of not fewer than three (3) years. The MPA CEO or designee, within the context of Sec. 18-72 of the City Code, shall also have the authority to suspend a contractual party from consideration for award of MPA Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend

Contractors shall be exercised in accordance with the City

Code.

B. Causes for debarment or suspension. Cause for suspension or debarment include the following:

(1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private

Contract or subcontract, or incident to the performance of such Contract or subcontract.

(2) Conviction under State or Federal Statutes of embezzlement, theft, forgery, bribery, falsification, or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty.

(3) Conviction under State or Federal Anti-trust Statutes arising out of the submission of Bids or Proposals.

(4) Violation of Contract provisions, which is regarded by the

MPA CEO or designee, to be indicative of non-responsibility.

Such violation may include failure without good cause to perform in accordance with the terms and conditions of a

Contract or to perform within the time limits provided in a

Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension.

(5) Debarment or suspension of the contractual party by any

Federal, State, or other governmental entity.

(6) False certification pursuant to paragraph (c) below.

(7) Found in violation of a zoning ordinance or any other City ordinance or regulation and for which the violation remains noncompliant.

(8) Found in violation of a zoning ordinance or any other City ordinance or regulation and for which a civil penalty or fine is due and owing to the City.

(9) Any other cause judged by the MPA CEO or designee to be so serious and compelling as to affect the responsibility of the contractual party performing MPA Contracts.

C. Certification. All Contracts for goods and services, sales, and leases by the MPA shall contain in a certification that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (B)(5) above.

D. Debarment and suspension decisions. Subject to the provisions of paragraph (A), the MPA CEO or designee, shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the contractual party, along with a notice of said party’s right to seek judicial relief.

1.29 DEBARREDSUSPENDED VENDORS - An entity or

affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a Contract to provide goods or services to a public entity, may not submit a response on a Contract with a public entity for the construction or repair of a public building or public work, may not submit a response on leases of real property to a public entity, may not award or perform work as a Contractor, supplier, subcontractor, or consultant under Contract with any public entity, and may not transact business with any public entity.

1.30 DEFAULT/FAILURE TO PERFORM - the CEO shall

be the sole judgement of non-performance, which shall include any failure on the part of the selected

Bidder/Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of the Contract within the time stipulated. Upon default by the selected

Bidder/Proposer to meet any terms of the Agreement, the

MPA will notify the Bidder/Proposer of the default and provide the Contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the

Contractor’s part to correct the default within the three (3) days shall result in the Contract being terminated and upon the MPA notifying in writing the Contractor of its intentions and the effective date of termination. The following shall constitute default:

A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities, and personnel as identified and set forth, and to the degree specified in the

Contract.

B. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion.

C. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as non-conforming with the terms of the Contract.

D. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy, or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment render the selected

Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract.

E. Failure to comply with any of the terms of the Contract in any material aspect. All costs and charges incurred by the

MPA as a result of default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on the Contract.

MPA reserves the right to seek liquidated damages from

Bidder/Proposer for services rendered in an untimely manner.

1.31 DETERMINATION OF RESPONSIVENESS - Each

response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal

Solicitation. A “responsive” response is one which follows the requirements of the Formal Solicitation, includes all documentation, is submitted in the format outlined in the

Formal Solicitation, and is submitted and received by MPA within the time specified, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a response nonresponsive.

1.32 DISCOUNTS OFFERED DURING TERM OF

CONTRACT - Discount prices offered in the response shall be fixed after the award by the MPA Board, unless otherwise specified in the Special Terms and Conditions.

Price discounts off the original prices quoted in the response will be accepted from selected Bidder(s)/Proposer(s) during the term of the Contract. Such discounts shall remain in effect for a minimum of one hundred twenty (120) days from approval by the MPA Board. Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the

MPA.

1.33 DISCREPANCIES, ERRORS, AND OMISSIONS - Any

discrepancies, errors, or omissions in the Formal Solicitation or Addenda (if any) should be reported in writing to the

MPA’s Procurement Department. Should it be found necessary, a written addendum will be incorporated in the

Formal Solicitation and will be part of the purchase agreement (Contract documents). The MPA will not be responsible for any oral instructions, clarifications, or other communications.

A. Order of Precedence- Any inconsistency in the Formal

Solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents.

(1) Addenda (as applicable)

(2) Specifications

(3) Special Conditions

(4) General Terms and Conditions

1.34 EMERGENCY/DISASTER PERFORMANCE - In the

event of a hurricane or other emergency or disaster situation, the Bidder/Proposer shall provide the MPA with the commodities/services defined within the scope of the

Formal Solicitation at the price contained within the

Bidder/Proposer’s response. Further, Bidder/Proposer shall deliver/perform for the MPA on a priority basis during such times of emergency.

1.35 ENTIRE ITB/BID CONTRACT OR AGREEMENT - The

ITB/Bid Contract or Agreement consists of the MPA Formal

Solicitation and specifically this General Conditions Section, the Contractor’s Response and any written Agreement entered into by the MPA and Contractor in cases involving

ITBs, RFPs, RFQs, and RFLIs. It shall represent the entire understanding and Agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, if any made by and between the parties. To the extent that the ITB conflicts with, modifies, alters, or changes any of the terms and conditions contained in the Contract, the Contract shall prevail. In the event of conflict in the

Contract Documents the priorities stated shall govern;

revisions (amendments) to the Contract which are executed shall govern over the Contract. The Contract shall govern over the ITB, any addendum to the ITB and the ITB response. The ITB shall govern over the ITB response.

1.36 ESTIMATED QUANTITIES - Estimated quantities or

estimated dollars are provided for guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the Contract period. The MPA is not obligated to place an order for any given amount subsequent to the award of an Agreement. Said estimates may be used by the MPA for purposes of determining the low Bidder or most advantageous Proposer meeting specifications. The

MPA reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal

Solicitation.

1.37 EVALUATION OF RESPONSES -

A. Rejection of Responses - The MPA may reject a response for any of the following reasons:

(1) Bidder/Proposer fails to acknowledge receipt of

Addenda;

(2) Bidder Proposer misstates or conceals any material fact in the response;

(3) Response does not conform to the requirements of the

Formal Solicitation;

(4) Response requires a conditional award that conflicts with the method of award;

(5) Response does not include required samples, certificates, licenses as required and;

(6) Response was not executed by the Bidder’s/Proposer’s authorized agent;

(7) Bidder/Proposer is not registered with the Florida

Division of Corporations;

(8) Responses vary from the provided specifications.

The foregoing is not an all-inclusive list of reasons for which a response may be rejected. The MPA may reject and re-advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the MPA.

B. Elimination from Consideration

(1) A Contract shall not be awarded to any person or firm which is in arrears to the MPA upon any debt or Contract, or which is a defaulter as surety or otherwise upon any obligation to the MPA;

(2) A Contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous Contract with the MPA or deliver on time Contracts of a similar nature; and,

(3) A Contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City’s Debarment and Suspension Ordinance.

C. Determination of Responsibility

(1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal

Solicitation. Bidder/Proposer must be able to demonstrate a satisfactory record of performance and integrity; and have sufficient financial, material, equipment and organization, facility, personnel resources, and expertise to meet all

Contractual requirements. The terms “equipment and organization” as used herein shall be construed to mean a fully equipped and well-established entity in line with the best industry practices in the industry as determined by the MPA.

(2) The MPA may consider any evidence available regarding the financial, technical, and other qualifications and abilities of a Bidder/Proposer, including past performance

(experience) with the MPA or any other governmental entity in making the award.

(3) The MPA may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal

Solicitation.

1.38 EXCEPTIONS TO GENERAL AND/OR SPECIAL

CONDITIONS OR SPECIFICATIONS - No exceptions shall be taken to the general conditions and/or special conditions or specifications. Any exception taken may be subject to being deemed nonresponsive.

1.39 F.O.B. DESTINATION - Unless otherwise specified in

the Formal Solicitation, all prices quoted/proposed by the

Bidder/Proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the

Bid/Proposal price, unless otherwise specified in this Formal

Solicitation. Failure to do so may be cause for rejection of bid/proposal.

1.40 FIRM PRICES - The Bidder/Proposer warrants that

prices, terms, and conditions quoted in its response will remain firm for the period of performance or resulting purchase orders or Contracts, which are to be performed or supplied over a period of time.

1.41 RESERVED

1.42 GOVERNING LAW AND VENUE - The validity and

effect of this Agreement shall be governed by the laws of the

State of Florida. The parties agree that any action, mediation, or nonbinding arbitration arising out of the

Contract shall take place in the courts located in Miami-Dade

County, Florida.

1.43 HEADINGS AND TERMS - The headings to the various

paragraphs of the Agreement have been inserted for convenient reference only and shall not in any manner be constructed as modifying, amending, or affecting in any way the expressed terms and provisions hereof.

1.44 HEALTH INSURANCE PORTABILITY AND

ACCOUNTABILITY ACT (“HIPPA”) - Any person or entity that performs or assists the MPA 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, as amended.. HIPAA mandates for privacy, security, and electronic transfer standards, which include, but are not limited to:

A. Use of information only for performing services required by the Contract or as required by law;

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

C. Reporting to the MPA of any non-permitted use or disclosure;

D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the

Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential;

E. Making PHI available to the customer;

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

G. Making PHI available to the MPA for an accounting of disclosures; and

H. Making internal practices, books and records related to

PHI available to the MPA 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 Bidder/Proposer must give its customers written notice of its privacy information practices, including specifically, a description of types of uses and disclosures that would be made with protected health information.

1.45 INDEMNIFICATION - Contractor shall resist, indemnify, hold harmless and defend the MPA, its officials, officers, agents, directors, employees, representatives, agencies, and instrumentalities (individually and collectively the “Indemnitees”) from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees (“Liabilities”), to the extent caused by the negligence, recklessness or intentional wrongful misconduct of

Contractor and persons employed or utilized by Contractor in the performance of the Contract and shall resist, indemnify, hold harmless and defend the Indemnitees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the goods and/or services provided, even if it is alleged that the Indemnitees were negligent. These indemnifications shall survive the term of the Contract. In the event that any action or proceeding is brought against the Indemnitees by reason of any such claim or demand, Contractor shall, upon written notice from the MPA, resist, indemnify, hold harmless and defend such action or proceeding by counsel satisfactory to the MPA. The Contractor expressly understands and agrees that any insurance protection required by the Contract or otherwise provided by Contractor shall in no way limit the responsibility to resist, indemnify, hold harmless and defend the Indemnitees as herein provided. The indemnification provided above shall obligate Contractor to resist, indemnify, hold harmless and defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the MPA’s option, any and all claims of liability and all suits and actions of every name and description which may be brought against the Indemnitees whether performed by Contractor, or persons employed or utilized by Contractor. The indemnity will survive the cancellation or expiration of the Contract. Contractor shall require all subcontractor agreements to include a provision that they shall indemnify the Indemnitees. The Contractor agrees and recognizes that the Indemnitees shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the

MPA participated either through review or concurrence of the Contractor's actions. In reviewing, approving, or rejecting any submissions by the Contractor or other acts of the

Contractor, the MPA in no way assumes or shares any responsibility or liability of the Contractor or subcontractor, under the Agreement. Nothing contained in the Agreement is in any way intended to be a waiver of the limitation placed upon the City’s or MPA’s liability as set forth in Chapter 768, Florida Statutes, as amended. Additionally, the MPA does not waive sovereign immunity, and no claim or award against the MPA shall include attorney’s fees, investigative costs, or pre-judgment interest. This Section 1.45 shall survive the termination of the Agreement.

1.46 FORMATION AND DESCRIPTIVE LITERATURE -

Bidder/Proposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Bidder/Proposer must submit for evaluation cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets

(“MSDS”) as required, covering the products offered.

Reference to literature submitted with a previous response or file will not satisfy this provision.

1.47 INSPECTIONS - The MPA may, at reasonable times

during the term hereof, inspect Contractor’s facilities and perform such tests, as the City and or MPA deem reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under the Contract conform to the terms and conditions of the Formal

Solicitation. Contractor shall make available to the City and the MPA all reasonable assistance to facilitate the performance of tests or inspections by the City and or MPA representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-

99 through 18-102 of the City Code, as same may be amended or supplemented from time to time.

1.48 INSPECTION OF RESPONSE - Responses received

by the MPA pursuant to a Formal Solicitation will not be made available until such time as the MPA provides notice of an intended decision or until thirty (30) days after the

Formal Solicitation closing, whichever is earlier.

Bid/Proposal results will be tabulated and may be furnished upon request to the Procurement Department, preferably via email to insure the accuracy of the response to said request.

Tabulations are also available on the MPA’s website following recommendation for award.

1.49 INSURANCE - Within ten (10) days after receipt of

Notice of Award, the selected Contractor, shall furnish evidence of Insurance to the Procurement Department.

Submitted evidence of coverage shall demonstrate strict compliance with all requirements listed on the special conditions entitled “Insurance Requirements”. The City and

MPA shall be listed as an “Additional Insured.” Issuance of a purchase order and or Agreement is contingent upon the receipt of proper insurance documents. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt of Notice of Award, the Contractor shall be in default of the Contractual terms and conditions and shall not be awarded the Contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City and MPA. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City and MPA. Information regarding any insurance requirements shall be directed to the Risk

Administrator, City of Miami Department of Risk

Management, at 444 S.W. 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the Contractual period; including any and all option terms that may be granted to the Bidder/Proposer.

1.50 INVOICES - Invoices shall contain purchase order

number and details of goods and/or services delivered (i.e., quantity, unit price, extended price, etc.); and in compliance with Part VII of Chapter 218 of the Florida Statutes (The

Local Government Prompt Payment Act).

1.51 LOCAL PREFERENCE - City Code Section 18-85, states, “when a responsive, responsible non-local Bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local Bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non-local Bidder, then that non-local Bidder and each of the aforementioned responsive, responsible local Bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non-local Bidder. Contract award shall be made to the lowest responsive, responsible Bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local Bidder and a non-local Bidder, Contract award shall be made to the local Bidder.”

1.52 MANUFACTURER’S CERTIFICATION - The MPA

reserves the right to request from Bidders/Proposers separate Manufacturer’s Certification of all statements made in the Bid/Proposal. Failure to provide such certification may result in the rejection of Bid/Proposal or termination of

Contract/Agreement, for which the Bidder/Proposer must bear full liability.

1.53 MODIFICATIONS OR CHANGES IN PURCHASE

ORDERS AND CONTRACTS - No Contract or understanding to modify a Formal Solicitation and resultant purchase orders or Contracts, if applicable, shall be binding upon the MPA unless made in writing by the MPA CEO, through the issuance of a change order, addendum, amendment, or supplement to the Contract, purchase order or award sheet as appropriate.

1.54 NO PARTNERSHIP OR JOINT VENTURE - Nothing

contained in this Agreement will be deemed or construed to create a partnership or joint venture between MPA and

Contractor, or to create any other similar relationships between the parties.

1.55 NON-CONFORMANCE TO CONTRACT

CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the MPA.

The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes, as amended. Items delivered not conforming to specifications may be rejected and returned at Bidder’s/Proposer’s expense.

These non-conforming items not delivered as per delivery date in the response and/or Purchase Order may result in

Bidder/Proposer being found in default in which event any and all re-procurement costs may be charged against the defaulted Contractor. Any violation of these stipulations may also result in the supplier’s name being removed from the

MPA’s supplier list.

1.56 NON-DISCRIMINATION - Bidder/Proposer agrees that

it shall not discriminate as to race, color, gender, gender identity, religion, age, physical or mental disability, sexual orientation, marital status, national origin, political affiliation or any other factor which cannot be lawfully used in connection with its performance under the Formal

Solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, color, gender, gender identity, religion, age, physical or mental disability, sexual orientation, marital status, national origin, political affiliation or any other factor which cannot be lawfully used be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, gender, gender identity, religion, age, physical or mental disability, sexual orientation, marital status, national origin, political affiliation or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment.

1.57 NON-EXCLUSIVE CONTRACT/PIGGYBACK

PROVISION - At such times as may serve its best interest, the MPA reserves the right to advertise for, receive, and award additional Contracts for these goods and/or services, and to make use of other competitively bid (governmental)

Contracts, Agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that the

Formal Solicitation does not constitute or provide exclusive rights to the selected Bidder(s)/Proposer(s) to receive all orders that may be generated by the MPA in conjunction with the Formal Solicitation.

1.58 LOCAL BUSINESS TAX - Any person, firm, corporation, or joint venture, with a business location in the

City of Miami and who is submitting a response under the

Formal Solicitation shall meet the City's Local Business Tax requirements in accordance with Article II of Chapter 31 of the City Code, as amended. Others with allocation outside the City shall meet their Local Business Tax requirements.

A copy of the Local Business Tax Receipt (BTR) must be submitted with the response; however, the MPA may, at its sole option and in its best interest, allow the Bidder/Proposer to supply the BTR to the MPA during the evaluation period, but prior to award.

1.59 ONE PROPOSAL - Only one (1) response from an

individual, firm, partnership, corporation, or joint venture will be considered in response to this Formal Solicitation.

1.60 OWNERSHIP OF DOCUMENTS - It is understood by

and between the parties that any documents, records, files, or any other matter whatsoever which is given by the MPA to the selected Bidder/Proposer pursuant to the Formal

Solicitation shall at all times remain the property of the MPA and shall not be used by the Bidder/Proposer for any other purposes whatsoever without the written consent of the

MPA.

1.61 PARTIAL INVALIDITY - If any provision of the Contract

or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of the

Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of the

Contract shall be valid and enforced to the fullest extent permitted by law.

1.62 PERFORMANCE/PAYMENT BOND - A Contractor

shall be required to furnish a performance/payment bond as part of the requirements of a resulting Agreement, in an amount equal to one hundred percent (100%) of the

Contract price.

1.63 PREPARATION OF RESPONSES- Bidders/Proposers

are expected to examine the specifications, required delivery, drawings, and all special and general conditions.

All Proposal amounts, if required, shall be provided. Failure to do so will be at the Bidder’s/Proposer’s risk.

A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall electronically sign the response and provide the name of the Bidder/Proposer, address, telephone number, and email address, as required.

B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. destination with delivery inside MPA premises unless otherwise specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen’s compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the “Unit Price” column for each item. Based upon estimated quantity, an extended price shall be entered in the “Extended Price” column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct.

C. The Bidder/Proposer must…