CITY OF SARASOTA

REQUEST FOR PROPOSAL

TERMS AND CONDITIONS

Consultants Competitive Negotiation Act (CCNA) Version 01-24-25

1. QUALITY GUARANTEE/WARRANTY

1.1. The CITY and the selected Consultant will establish a performance schedule based on contract negotiations. The CITY’s expectations as to the Consultant’s timeliness of completion of services will be detailed in this schedule. It is important that the expectations of the CITY, as expressed by the schedule, be realistic, and that the schedule be adhered to as close as possible. Contract schedule will be subject to liquidated damages as outlined in these Terms and Conditions.

1.2. Consultant will guarantee their work without disclaimers, unless otherwise specifically approved by the CITY.

2. INTERPRETATION OF ESTIMATED QUANTITIES

The estimated quantities of work to be done and materials to be furnished under this contract, provided in the RFP forms, are to be considered as approximate only and are to be used solely for the comparison of proposals received. The CITY does not expressly or by implication represent that the actual quantities involved will correspond exactly therewith; nor shall the proposer plead misunderstanding or deception because of such estimate of quantities or of the character, location or other conditions pertaining to the work. Payment to the Consultant will be made only for the actual quantities of work performed or materials furnished in accordance with the contract documents, and it is mutually understood that the quantities may be increased or decreased as provided in the specification without in any way invalidating any of the unit or lump sum prices submitted.

3. RESERVED RIGHTS

3.1. The CITY reserves the right, in the sole opinion of the CITY, to require oral presentations or discussion from all selected respondents, at the discretion of the Evaluation Committee, derived from the evaluation and selection process herein described during any stage of the evaluation and/or selection process

3.2. Recommends a minimum of three (3) qualified professional, experienced, and capable proposers by which to move forward to the evaluation stage. However, the Purchasing General Manager may determine that a single proposal is acceptable.

4. PROPOSAL SETUP

Proposals must be submitted in an electronic/digital PDF file upload to the solicitation through the CITY’s electronic solicitation program unless otherwise stated in the Supplemental Instructions. Proposal responses are limited to a maximum of 150 single sided pages and should include a Table of Contents and the Proposal Response information as requested in Exhibit B, attached hereto.

If a hard copy proposal is requested, then it should be submitted in a 3- ring binder. Binder must not be larger than 2” in thickness. If hard copies are requested, a total of one original and five printed copies need to be included. This information should be included on the front cover. Example: ORIGINAL or COPY 1 of 5 etc.… Include 1 electronic copy on a compact disk (CD) or a flash drive. Pages must be numbered to verify quantity whether electronic/digital or hard copy. Tab dividers, electronic/digital tab dividers, and Table of Contents are excluded from the page count. Proposal must have a front cover or title page (electronic/digital PDF) that contains the following:

Company Name Number and Title of the Request for Proposal Due Date of Proposal

Electronic copy of the proposal should include a consolidated copy of the proposal in one PDF file. DO

NOT SEND HARD COPIES UNLESS INSTRUCTED TO DO SO IN THE SOLICITATION DOCUMENTS.

5. CHANGES

5.1. Increases in the scope of work that require a change in time and/or price will be submitted as follows:

5.1.1. The CITY may authorize minor variations from the requirements of the contract documents which do not involve an adjustment in the contract/task order price or the contract/task order time and are consistent with the overall intent of the contract/task order documents.

5.1.2. Continuing services contracts that are being completed through a task order will require supplemental agreements. This will include the submittal of an explanation of the additional scope and cost. This will include clarification of the scope of work and schedule. Adjustments to contract price or time of the task order will be submitted in a proposal format. This additional scope must be similar in nature to the original task order. Each task order for construction design services cannot exceed $7.5 million in estimated construction cost. For study activity, the fee for professional services for each individual study under the contract cannot not exceed $500,000 for work of a specified nature as outlined in the contract required by the CITY.

5.1.3. Project specific contracts will require a supplement or amendment to the contract that must be approved by the City Commission.

5.2. The CITY reserves the right to make, at any time prior to or during the progress of the work, increases or decreases in the quantities of work as may be found necessary or desirable by the CITY.

Compensation for changes in quantities shall be at the rates for the specific item of work with no additional charges allowed for the change in quantity. All rates for services of work in the original contract shall be considered all-inclusive of expenses necessary to accomplish the work regardless of the unit pricing.

5.3. A change in quantities whether greater than or lower than the original contract quantity shall be treated as if the new quantity was part of the original quantity of work with respect to unit value.

Upon approval of changed quantities, the quantities shall be adjusted on the task order or contract to reflect the new total quantity of each item of work. Each proposal for change order shall list both the reduction in quantity of deleted scope and increased quantity of added scope.

5.4. Changes in contract/task order time must be justified to included but not be limited to:

5.4.1. Owner changes to scope.

5.4.2. Additional scope discovered during BODR or preliminary design.

5.4.3. Failure on the CITY’s behalf to review scope or plans in a timely manner.

5.4.4. Delays by others, such as utility companies, may not necessarily be compensated by the CITY and the Consultant may need to seek compensation from the third party for the delay.

6. TIE BREAKERS AND LOCAL HIRING

6.1. The Evaluation Committee may choose to resolve a tie using the criteria below or require additional materials or interviews as the Committee so determines.

6.2. In the event of any tie (in the ranking criteria) the following may take effect:

6.2.1. If there is a tie (two or more firms have the same number of 1st place rankings), then the firms that has the highest number of 1st place and 2nd place rankings shall be the first ranked firm.

This method shall be used for all ties.

6.2.2. If there is a tie (two or more firms) having the same number of 1st and 2nd place rankings the following will take effect.

6.2.3. In the event of any tie between a local city business and another local city business, or a local county business and another local county business and has the same number of full time employees the local vendor with a Drug Free Work Place program in accordance with Section 287.087, Florida State Statutes, shall be awarded the contract or receive the first opportunity to negotiate, as applicable.

6.3. Preference must be given to vendors submitting a certification with their proposal certifying they have a drug-free workplace in accordance with Section 287.087, Florida Statutes. This requirement affects all public entities of the State and becomes effective January 1, 1991. The special condition is as follows:

6.3.1. Preference shall be given to businesses with drug-free workplace programs. Whenever two or more offers which are equal with respect to price, quality, and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, an offer received from a business that certifies that is has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing ties will be followed if none of the tied vendors have a drug-free workplace program. In order to have a drug-free workplace program, a business shall:

6.3.2. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

6.3.3. Inform employees about the dangers of drug abuse in the workplace, the business policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.

6.3.4. Give each employee engaged in providing the commodities or contractual services that are under contract a copy of the statement specified in section 6.3.2.

6.3.5. In the statement specified in section 6.3.2, notify the employees that, as a condition of working on the commodities or contractual services that are under contract, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the work place no later than five (5) days after such conviction.

6.3.6. Impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted.

6.3.7. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section.

6.4. Local Hiring

The City of Sarasota local hiring initiatives do apply to the awarded proposer(s). The City of Sarasota encourages all Consultant to hire local residents for all bids, quotes, proposals, and solicitations within the Sarasota area. Suncoast Workforce will assist the company awarded the proposal with these efforts. Please be aware it is not intended for contractors and subcontractors to terminate existing employees, but to make every effort feasible to employ local residents before any other person, when hiring additional employees needed to complete proposed work to be performed.

Suncoast Workforce Board Inc.

DBA Career Source Suncoast 3660 N. Washington Blvd.

Sarasota, FL 34234 Phone: 941.358.4200 Fax: 941.358.2820

7. CONFLICT OF INTEREST

7.1. The award hereunder is subject to the provisions of Chapter 112, Public Officers and Employees:

General Provisions, Florida Statues. All proposers must disclose with their proposal the name of any officer, director or agent who is also an employee of the City of Sarasota or any of its agencies.

Further, all proposers must disclose the name of any City employee who owns directly or indirectly, an interest of five percent (5%) or more in the proposer's firm or any of its branches.

7.2. Proposals Submitted by Members of Advisory Boards of the City of Sarasota

7.2.1. Section 112.313(7), Florida Statutes (1989), prohibits an advisory board member from holding any employment or contractual relationship with any business entity, which is doing business with the CITY.

7.2.2. Section 112.313(12), Florida Statutes (1989), provides that an advisory board member will not be in violation of the prohibition in Section 112.313(7), Florida Statutes (1989), if:

7.2.2.1. The RFP award is determined by a selection committee, approved by the Purchasing General Manager, to the most advantageous proposer. In addition, the advisory board member is required prior to or at the time of the submissions of the proposal, file a statement with the Supervisor of Elections of Sarasota County, disclosing their interest and the nature of the intended business. The form, which should be used, is entitled "Form #2, Form 3A Interest in Competitive RFP for Public Business". A copy of this form has been provided as part of the online qualifications in the electronic solicitation system. In the event a hard copy is requested, Form #2 will be provided in the Forms Section. or you may contact the City of Sarasota Purchasing Division.

7.2.2.2. The advisory board member, their spouse or child is required to have in no way used or attempted to use their influence to persuade the CITY or any of its personnel to enter into such a contract other than by the mere submission of the proposal.

7.2.2.3. The advisory board member, their spouse or child is required to have in no way participated in the determination of the RFP specifications or the determination of the lowest or best proposer."

7.2.3. All of the three- (3) above conditions are required to be satisfied in accordance with the Florida Statutes. The filing of the disclosure form with the Supervisor of Elections of Sarasota County is the sole responsibility of the proposer and must be filed prior to or at the time of submission of the proposal. A copy of the completed disclosure form shall be submitted to the Purchasing General Manager prior to or at the time of submission of the proposal. Failure of the proposer to comply with the provisions of this paragraph may result in the rejection of the proposal.

7.3. The following reasons include, but are not limited to, rejecting proposals or disqualifying Proposers:

a Proposer submits more than one proposal for the same work by an individual, firm, partnership, or corporation under the same or different names; evidence of collusion among those making proposals; previous participation by the Proposer in collusive proposals on work for the City of Sarasota; the Proposer submits an unbalanced proposal in which the prices for some items are out of proportion with the prices for other RFP items; there is uncompleted work for which the Proposer is committed by contract which, in the judgment of the CITY, might hinder or prevent the prompt completion of the work under this contract if awarded to such Proposer; any material change in qualification or a material misrepresentation.

7.4. Non-government Conflicts

7.4.1. A proposer shall not submit a response or enter into a contract with the City of Sarasota if the contract would result in the proposer having a conflict of interest. As used herein, the term conflict of interest shall mean:

7.4.1.1. The proposer’s contract with another customer or entity will be averse to the interest of the City of Sarasota; or

7.4.1.2. There is a significant risk that the interest of the City of Sarasota will be materially impacted by the proposer's responsibilities to a current customer or entity, a former customer or entity or any other third party.

7.4.2. Notwithstanding the existence of a conflict of interest under paragraph (a), a proposer may submit a proposal and enter a contract with the City of Sarasota if:

7.4.2.1. The proposer reasonably believes that they will be able to provide competent and diligent representation to each affected customer or entity and.

7.4.2.2. The conflict of interest is not prohibited by law,

7.4.2.3. The proposal or contract does not involve the assertion of a claim by one customer or entity against another represented by the proposer in the same project or other proceeding involving State or Federal agencies: and

7.4.2.4. Each affected customer or entity gives informed consent, confirmed in writing by the Purchasing General Manager.

7.4.3. It shall be the sole responsibility of the Purchasing General Manager to determine if the criteria applicable to a conflict of interest or exception from same have been met.

8. AWARDS

8.1. The City of Sarasota, Florida, reserves the right to make award(s) by individual item, group of items or services, all or none, or a combination thereof. The CITY reserves the right to reject all proposals or to waive any minor irregularity or technicality in the proposals received. Award will be made to the most responsible and responsive proposer within the evaluation criteria chosen for basis of award.

8.1.1. Respondents are hereby notified that Section 287.05701, Florida Statutes, requires that the City of Sarasota may not request documentation of or consider a vendor’s social, political, or ideological interests when determining if the vendor is a responsible vendor (effective 07-01-2023).

8.1.2. If multiple evaluations are completed the following process will be followed:

8.1.2.1. The first evaluation will be ranked based on the scores from the selection criteria point values. Points are totaled, and proposers ranked according to each evaluation committee member’s total points.

8.1.2.2. Subsequent evaluations will be accomplished by simply ranking the proposers. Point values will not be totaled. Proposals will be ranked in sequential order with one (1) being the highest ranking.

8.2. The CITY reserves the right to award one or multiple proposers at the discretion of the requesting authority and approval of the Purchasing General Manager.

8.3. In respect to the proposals, the CITY shall make such recommendations to the City Commission, if applicable, as they shall deem proper, at the earliest practicable meeting of the City Commission.

The City Commission shall elect to reject all proposals, accept the proposal of the most responsible and responsive proposer, or re advertise the project for new proposals. In the event the most responsible and responsive proposal for a project exceeds the available funds, the CITY, may negotiate an adjustment of the proposal price with the most responsible and responsive proposer, in order to bring the total cost of the project within the amount of available funds.

8.4. Exception Scoring RFP Proposal

8.4.1. If only one proposal is received the RFP Committee may choose to accept the proposal without scoring using the following procedures.

8.4.1.1. Evaluation Meeting 1 (Shortlist Meeting) the Committee will decide whether to interview the single proposer or reissue the solicitation.

8.4.1.2. Evaluation Meeting 2 (Interview Meeting) the Committee will interview the single proposer and approve or disapprove with a documented yes/no supermajority vote.

9. PROFESSIONAL STANDARDS

9.1. The successful proposer shall covenant and agree that it and its employees have complied with the Florida Statutes pertaining to the licensing of employees, as applicable

9.2. In the event the successful proposer shall be placed in any form of bankruptcy or make an assignment for the benefit of creditors, the City Manager may declare the same a default of the agreement which may be terminated pursuant to these terms and conditions.

9.3. Section 287.055(6)(a), Florida Statutes, requires the following provisions to be made a part of the agreement.

9.3.1. The successful proposer warrants that it has not employed or retained any company or person, other than a bonafide employee working solely for the successful proposer, to solicit or secure the agreement, and that it will not pay or agree to pay any person, company, corporation, individual or firm other than a bonafide employee working solely for the successful proposer any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of the agreement. For breach or violation of this condition, the City Manager shall have the right to terminate the agreement without liability and at his discretion to deduct from the agreement price of otherwise recover the full amount of such fee, commission, percentage, gift or consideration.

9.3.2. Performance of Contract Holder

9.3.2.1. It is understood and agreed that the CITY will not permit or authorize Consultant to perform less than 51 percent of the total contract work with other than its own organization. This requirement may be waived by the Purchasing General Manager under special circumstances.

10. MINIMUM REQUIREMENTS

10.1. Previous experience in the performance of projects of a similar nature.

10.2. The individuals/firm warrants that they are fully qualified, with adequate personnel, resources, and experience to undertake the services required within a reasonable timeframe.

10.3. Registered under the State of Florida to perform the services required for this project. Registration

Certificate to be provided by the Florida Department of State, Division of Corporations, establishing your firm as eligible to conduct business in the State of Florida. Please refer to website:

www.sunbiz.org

10.4. The individual or firm warrants that they are familiar with and have personnel that can conduct contract administration in the related project.

10.5. The individual must have a fixed office location that is considered a commercial location. No proposals will be accepted from individuals or firms operating out of a residential or false front.

This includes proxy offices and answering services.

10.6. If required, Consultant firm is responsible for providing completed Record Drawings for specified projects in a CITY specified form and format whether it is a fixed project, or a project completed under a continuing services contract task order. This task shall be completed at no additional cost to the CITY. Failure to provide Record Drawings within ninety (90) calendar days of the project’s substantial completion may result in final payments, in an amount not less than ten (10) percent of the final total contract amount, being withheld until such drawings are provided to and approved by the CITY.

11. PRICES, TERMS AND PAYMENTS

11.1. Florida Prompt Payment Act

When the work has been completely performed by the Consultant and approved by the Department Director, the unpaid balance for completed work of the contract, less any sums that may be deducted will be paid in accordance with the Florida Prompt Payment Act.

11.2. Progress Payments

Progress payments may be made for partial delivery of a product or partial completion of service.

Progress payments will be done in accordance with the final contract or agreement.

11.3. Mistakes

Proposers are expected to examine the specifications, delivery schedule, proposal prices, extensions and all instructions pertaining to supplies and services. Failure to do so will be at proposer's risk in case of mistake in extension; the unit price will govern.

11.4. Invoicing and Payment

The Consultant shall be paid upon submission of properly certified invoices to the CITY at the prices stipulated on the contract at the time the order is placed, after delivery and acceptance of goods or services, less deductions if any, as provided. Invoices shall contain the contract number, purchase order and the Consultant's Federal Employer Identification Number. An original copy of the invoice shall be submitted. Failure to follow these instructions may result in delay in processing invoices for payment.

11.4.1. Payments Based on Percentage Markup

Contracts or task orders that are awarded and which include or provide for a percentage markup on goods or services purchased will require the Consultant to submit the wholesale invoice with the Consultant’s invoice and which include or provide a list of goods or services purchased in order to verify the correct markup percentage was applied.

11.4.2. Additional Quantities-Lump Sum and Unit Pricing Contracts The CITY and Consultant may add additional work items to the contract at any time, provided a fair and reasonable not to exceed, lump sum or unit cost can be agreed upon by both parties unless otherwise specified in the specifications or scope of work.

11.4.3. Additional Scope of Work

The CITY may unilaterally require, by written order, changes altering, adding to, or deducting from the contract specifications, provided that such changes are within the general scope of the Contract. The CITY may make an equitable adjustment in the contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Contractor, which shall not be unreasonably withheld. If unusual quantity requirements arise, the CITY may solicit separate solicitations to satisfy them.

11.5. Additional Terms and Conditions

Additional Terms and Conditions may be listed in the items listed in Section 2 otherwise no additional terms and conditions included with the RFP response shall be evaluated or considered and any and all such additional terms and conditions shall have no force and effect to this RFP. If submitted either purposely through intent or design or inadvertently appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the general special conditions in this RFP solicitation are the only conditions applicable to this RFP and the proposer's authorized signature affixed to the RFP Acknowledgement Form attest to this.

11.6. Advertising

In submitting a proposal, proposer agrees not to use the results there from as a part of any commercial advertising.

11.7. Assignment

Any purchase order issued pursuant to this RFP invitation and the monies, which may become due hereunder, are not assignable except with the prior written approval of the ordering agency.

11.8. Contract Term

Unless otherwise stated in the scope of work, specifications, or supplemental instructions the default contract term shall be one (1) year with two (2) one (1) year renewals for a total of three (3) years.

12. LIQUIDATED DAMAGES AND NON-CONFORMANCE TO CONTRACT

12.1. Liquidated Damages

Liquidated damages will be assessed to the Consultant for each consecutive calendar day completion of the project or work is delayed. Liquidated damages are specified in the chart listed below.

12.2. Invoicing and Payment

Liquidated damages may apply to projects not completed on time as determined by the CITY.

Liquidated damages will be set in accordance with the CITY’s chart below.

Estimated Design Cost Over

Estimated Design Cost But Less than

Daily Charge Per Calendar Day

$0.00 $5,000.00 $12.00 $5,000.00 $10,000.00 $20.00 $10,000.00 $35,000.00 $60.00 $35,000.00 $50,000.00 $80.00 $50,000.00 $100,000.00 $140.00 $100,000.00 $200,000.00 $260.00 $200,000.00 $300,000.00 $400.00 $300,000.00 $400,000.00 $500.00 $500,000.00 $600,000.00 $700.00 $600,000.00 $700,000.00 $900.00 $700,000.00 over $1000.00 plus .00005

12.3. Attorney's Fees

Should it become necessary for the CITY to bring any action against the successful proposer to enforce any of the covenants, provisions or conditions of the agreement, the successful proposer will pay all costs attendant thereto, including reasonable attorney's fees to the attorney.

13. TRUTH-IN-NEGOTIATION COVENANTS

Florida Statute 287.055 requires for any lump-sum or cost plus a fixed fee professional service contract over the threshold amount provided in Florida Statute 287.017 for category four, that the agency (CITY) shall require the firm receiving the award to execute a Truth-In-Negotiation certificate stating the wage rates and other factual unit costs supporting the compensations are accurate, complete, and current at the time of contracting. Any professional service contract, under which such a certificate is required, shall contain a provision that the original contract price and any additional costs thereto shall be adjusted to exclude any significant service by which the agency determines the contract price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the contract.

END OF SECTION