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Exhibit 1
CONCESSION AGREEMENT ISSUED BY THE CITY OF MIAMI TO ULTIMATE CATERING, LLC FOR FOOD AND BEVERAGE SERVICES AT CITY OF MIAMI POLICE HEADQUARTERS 400 NW 2ND AVENUE MIAMI, FLORIDA, 33128 KG1'itIoy CONCESSION AGREEMENT This Concession Agreement, made this day of 2011, by and between the City of Miami, a municipal corporation of the State of Florida, (the "City") and Ultimate Catering LLC (the "Concessionaire") an organization incorporated under the Laws of the State of Florida. WITNESS: Whereas, the City desires to have quality food and beverage service be provided through concession operations in the City of Miami Police Headquarters building, located at 400 N.W. 2nd Avenue, Miami, Florida 33128 (the "Premises"); and Whereas, the Concessionaire is willing rand able to provide such food and beverage services at the Premises; and Now, therefore, in consideration of the mutual covenants and agreements set forth, to be kept and perfoiuied by the parties, it is agreed between the City and Concessionaire as follows: ARTICLE I TERMS 1.1 DEFINITIONS OF TERMS. For the purpose of this Concession Agreement, the terms defined in this Article shall have the following meanings: 1. "City Manager" means the administrative head of the City's government who has been appointed by the City Commission of the City of Miami in accordance with the provisions of Section 15 of the Charter of the City of Miami, as amended, and who is authorized to execute this Concession Agreement and other documents including notices required hereunder. "Concession Agreement" shall mean this written agreement. 3. "Concession Agreement Year" shall mean a consecutive twelve (12) month period during the Term and Additional Term, if exercised, commencing on the Commencement Date, provided that the Concession Agreement Year may be adjusted by City to commence on the first day of a calendar month. 4. "Cafeteria" shall mean approximately 1,416 square feet of space on the third floor of the Premises, consisting of a kitchen, serving area, dining area, and storage area together with certain furniture, fixtures and equipment set forth in. the Inventory.: 5. "Commencement Date" shall mean the date thatthis Agreement is fully executed. 2 6. "Concessionaire Manager" shall mean the person authorized by the Concessionaire to act fully on behalf of the Concessionaire in managing the Food Services as required by this Concession Agreement, at each location. 7. "Contract Administrator" shall be the Director of the Department of Public Facilities authorized by the City to administer the Concession Agreement and coordinate the activities of the Concessionaire at the Premises. 8. "Food Services" shall mean all services necessary for furnishing and operating the cafeteria dining service and catering service for the Premises and off -site. 9. "Gross Revenues" shall mean the entire amount of revenues and/or percentages of revenues collected or accrued, from the sale of all food and beverages, conducted on the Premises or off -site, whether such revenues shall be credit or cash or otherwise, and whether the foregoing be collected or uncollected and shall include any fmance charges or similar payments received by Concessionaire as a result of any of the foregoing. Gross Revenues shall not include any amount of any sales, use or gross sales tax imposed by any Federal, State or governmental authority directly on sales and collected from customers, provided that the amount is added to the selling price therein and paid by the Concessionaire to such governmental authority. 10. "Inventory" shall mean furniture, fixtures and equipment provided by City to Concessionaire for its use at the Cafeteria, as described in "Exhibit ID". 11. "Premises" shall mean the Cafeteria located at 400 NW 2 Avenue, Miami, Florida, more particularly described in "Exhibit A". 12. "Subcontractor" shall mean any individual, partnership or corporation who is contractually bound to the Concessionaire to perform a specific portion of the total work package under this Concession Agreement, as approved by the Contract Administrator. 13. "Teiinination Date" shall mean the day on which this Concession Agreement expires or such earlier date as may be specified in accordance with the provisions of this Concession Agreement. ARTICLE II GENERAL DESCRIPTION OF CONCESSION 2.1 DESCRIPTION OF CONCESSION PRIVILIGES. The City grants to Concessionaire, subject to the exceptions and conditions hereinafter set forth, the exclusive privilege to occupy the Cafeteria for purposes of providing Food Services at the Premises. The exclusive privilege herein granted expressly excludes food and beverage catering services. The City may, on occasion, solicit catering from the Concessionaire City functions at the Premises and to other City facilities and Concessionaire may utilize 3 the Cafeteria for purposes of providing such catering to the City; however, the City reserves the right to negotiate with other vendors for catering. However, the. Concessionaire is hereby permitted to utilize the physical facilities and equipment in the Cafeteria to provide catering to non -City facilities or non -City functions off -site subject to the prior written approval of the Contract Administrator and the payment of fees as provided in. Section 5.1 herein. The Contract Administrator may telniinate this privilege of permitting catering to non -City facilities or non -City functions at any time, with or without cause, upon providing Concessionaire thirty (30) days advance written notice. The City, its officers, employees and agents may utilize the dining area of the Cafeteria during Required Operating Hours, as such teuu is defined in subsection 2.2 below, for purposes of eating "bagged lunches". City further reserves the right to utilize the Cafeteria dining areas for special occasions, meetings or other assemblies upon providing three (3) days advance notice to Concessionaire and provided that after each use, the space is cleaned and rearranged without any additional expense to Concessionaire. The Concessionaire shall not use the Cafeteria for any purpose other than herein specifically designated without prior written consent of the Contract Administrator, which may include additional consideration. 2.2 OPERATION OF CONCESSION PRIVILIGES. Starting on the Commencement Date, the Concessionaire shall provide Food Services in a first class and reputable manner continuously during the entire term of this Concession Agreement, Monday through Friday, excluding legal holidays or when Police Headquarters is closed for operation, from 6:00 AM to 6:00 PM, or such additional hours as may be required from time to time, by the City Manager or Contract Administrator (the "Required Operating Hours"). If Concessionaire fails or refuses to satisfy any of the foregoing requirements, then in such event City shall have the right, in addition to all other remedies provided for in this Concession Agreement, to collect, and Concessionaire shall be obligated to pay, as Additional Fees one hundred dollars ($100.00) for each day that Concessionaire does not comply with said requirements. Additionally, the City may provide such Food Services in any manner it may deem appropriate (subject to City's right to terminate under Section 6.1), and to use any of the food or supplies of Concessionaire, which are available, and City shall be entitled to receive all revenues. City shall reimburse Concessionaire for Concessionaire's actual cost of the food and supplies actually used. Concessionaire agrees that the City Manager may require the Concessionaire to keep the Cafeteria open for business during a state of emergency and accordingly hereby agrees to use its best efforts to accommodate this request. 2.3 SANITATION. The Concessionaire shall, at its sole cost and expense, maintain and keep fixtures, equipment and personal property, whether owned by the Concessionaire, the City or third parties, and all areas of the Cafeteria and other areas designated for its use, in a clean and sanitary condition satisfactory . to the. City. Concessionaire is responsible for all janitorial related services including the necessary equipment and cleaning supplies to fulfill the janitorial requirements for the cleaning of the Cafeteria upon the close of business of each working day. The Concessionaire shall provide the Food Services in strict compliance with all applicable Federal, State and local laws and regulations governing this type of operation. Concessionaire shall obtain and maintain a satisfactory rating on all health department sanitation inspections. The Concessionaire shall provide copies of each inspection report to the Contract Administrator within two (2) business days of receipt of the same by Concessionaire. In addition to other rights granted to the City herein, Concessionaire agrees that should its operation or any portion thereof be shut down for its failure to comply with the requirements of the Health Department of the State of Florida, and said shutdown could have reasonably been averted by Concessionaire, its agents or employees, Concessionaire shall pay to the City as liquidated damages, and not as any penalty therefore, the sum of one hundred dollars ($100.00) per day for each day said shutdown continues. 2.4 QUALITY AND PRICE CONTROL. The Concessionaire shall provide the City employees and the public with Food Services of the highest quality, which shall include a variety of nutritious foods, vegetarian entrees and special ethnic specialties at reasonable prices. As a condition of this Concession Agreement, the Concessionaire agrees to comply with such standards of quality as may from time to time be adopted by the City in order to insure attainment of quality of Food Services as hereinabove set forth. It is the intention of the parties that all matters such as prices, portions and quality of food and beverage shall be the same as, or better than that available in comparable cafeterias in the Greater Miami area and for that purpose all such matters shall be proposed by the Concessionaire but shall be subject to the prior written approval of the Contract Administrator. All items offered for sale must be sold at prices, which are plainly displayed. The established prices shall not be changed without the prior written consent of the Contract Administrator. Concessionaire shall not submit request for price changes more frequently than • twice during a Concession Agreement Year. The City reserves the right to review the prior year's income statement before granting any price increase and to compare with other food service operations in the Miami area. The failure on the part of the Concessionaire to comply with such price and quality standards as the City may from time to time require, or failure of the Concessionaire to change, correct, or modify its price or quality after written notice is duly given by the City to do so, shall be cause for cancellation of this Concession Agreement; provided, however, that no action by the City shall be arbitrary and capricious and the Concessionaire shall be afforded notice by the City in writing, specifying the violations of the standards required under this Concession Agreement, and the date by which compliance must be accomplished. Thereafter, any repetition of the same violations shall be considered a breach of contract and shall be cause for immediate cancellation of this Concession Agreement by the City without further notification. 2.5 FOOD AND BEVERAGE WARRANTY. Concessionaire warrants that all merchandise dispensed or served hereunder (cafeteria, vending, and/or catering services)-: shall, in all respects, be suitable for human consumption and, in particular, it shall conform to whatever Federal, State, county and local health laws which relate to it. 5 2.6 CONCESSIONAIRE RESPONSIBILITIES. The Concessionaire covenants and agrees that Concessionaire shall, at its sole cost and expense, operate, manage and maintain the Cafeteria, provide the Food Services and catering required under this Concession Agreement and specifically agrees as follows: A. Concessionaire shall, at its sole cost and expense: (i) purchase all food, beverages, supplies and materials necessary for the operation of Food Services. (ii) provide and replace, as necessary, all short life small ware including, but not limited to, all paper products, plastic ware, silverware, dishes, glasses, cups, bowls, cookware, cooking utensils, serving utensils, uniforms, tablecloths, trays, laundry items, and cleaning supplies. (iii) furnish, and remove all decorations and promotional material for merchandising in serving and dining areas. (iv) provide all pest control services in the Cafeteria. (v) provide all cleaning and janitorial services for the Cafeteria including but not limited to emptying of trash containers; wiping all tables and chairs, microwave, window sill; cleaning of equipment, walls and floor tiled areas using a safe method for the grease removal without damaging the equipment and building surfaces. B. The Concessionaire shall, at its sole cost and expense, pay all federal, state and local taxes which may be assessed against its operations, equipment, or merchandise while in or upon the Premises. C. The Concessionaire shall, at its sole cost and expense, provide telephone service for its own use. D. The Concessionaire shall be responsible for security at the Cafeteria during the scheduled hours of operation. The Concessionaire shall insure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operation within the Cafeteria each day and insure that no cash is left on the premises. E. The Concessionaire shall provide the Contract Administrator with the name, phone number, pager number and cellular .phone number of a management individual that will be available at any time to call in the case of emergencies. This individual must be available by phone 24 hours a day, seven days a week. 6 F. Concessionaire shall assume all operating costs except as provided herein, retain all receipts and be responsible for payment of all labor, food, operating supplies and all other general'administration expenses. G. Concessionaire shall, at its sole cost and expense, be responsible for the provision, installation, repair and preventive maintenance of all food service equipment necessary to operate the Premises that is not part of the Inventory. H. Concessionaire shall, at its sole cost and expense, provide proper cleaning and removal of grease monthly from exhaust hoods and at least two semi-annual range hood system inspections or more often if circumstances dictate and the proper maintenance and removal of grease from grease traps not less than once per year. Concessionaire shall further be responsible for providing, at its sole cost and expense, plumbing maintenance and repair caused by its use of the Cafeteria. Concessionaire shall be responsible for compliance of any applicable laws to operate the business and to provide copies of the operational licenses, peiniits and required inspection certificates to the Contract Administrator upon request. 2.7 FURNISHINGS AND EQUIPMENT. The City has title to all items listed in the Inventory. The Concessionaire may use such Inventory, free of any charge, and the Concessionaire hereby accepts the use of such Inventory "as is" and `where is". In the event that the City cannot deliver equipment reasonably suitable for Concessionaire to operate, the City and Concessionaire shall do a walk thru and prepare a punch list of those items in need of repair. Concessionaire shall perfouni the necessary repairs with the City's prior approval of the repairs and the estimated cost of same, which amount shall be deducted from the next monthly fee. The Concessionaire shall not remove any of the items listed in the Inventory from the Premises without the prior written consent of the Contract Administrator. The City shall use good faith efforts to replace the kitchen equipment and furniture outlined in the Inventory as necessary, assuming the replacement of such is not caused by any negligence of the Concessionaire, its employees, agents or representatives. Prior to the beginning of each Concession Agreement year, City and Concessionaire shall inspect the kitchen equipment as more specifically identified and described in the Inventory and if by mutual agreement they determine that replacement of the equipment is desirable or necessary, then the City shall, at its sole cost and expense, provide such replacements. All of the above mentioned items shall be procured by the City with reasonable diligence. Concessionaire shall, at its sole cost and expense, be responsible for the noinial operation, cleaning, preventative maintenance, reasonable care and repair of all the equipment and furnishings listed in the Inventory. The Concessionaire shall replace or repair, at its sole cost and expense, any of those items and any fixture or furnishing provided by the City lost, damaged or destroyed due to the acts, omissions or negligence of the Concessionaire or its agents or employees. 2.8 - . GARBAGE REMOVAL AND RECYCLING.,:,.The concessionaire shall, at its sole cost and expense, provide a sufficient number of trash and garbage receptacles within the Cafeteria and other areas designated for its ` use, ` and `for the use by its customers. The Concessionaire shall, at its sole cost and expense, be responsible for the 7 disposal of such receptacles and the removal of trash and garbage from the Premises utilizing acceptable environmental techniques and canisters. All trash and garbage collected by the Concessionaire must be removed at the time of collection and sent to areas designated by the Contract Administrator. Upon implementation of a recycling program at the Premises, the Concessionaire shall separate trash according to classification and send the same to areas designated by Contract Administrator at no cost to the City. Concessionaire understands that all recyclables are the property of the City. Employees handling hazardous wastes must be trained in the handling of hazardous wastes. Concessionaire shall comply with City policies for collection of paper, aluminum cans and any other products designated by the Contract Administrator. 2.9 UTILITIES. City shall, at its sole cost and expense, furnish air conditioning, heat, hot and cold water, lights, electric current, sewage, and garbage disposal service. The Concessionaire must abide by the rules, regulations, schedules and practices of the City in the administration of these services. The City reserves the right to interrupt, curtail or suspend the provision of any utility service, including but not limited to, heating, ventilating and air conditioning systems and equipment serving the Premises, to which Concessionaire may be entitled hereunder when necessary by reason of accident or emergency,• or for repairs, alterations or improvements in the sole judgment of the City. The work of such repairs, alterations or improvements shall be procured and executed with reasonable diligence and within a reasonable time frame. The City shall in no respect be liable for any failure of the utility companies or governmental authorities to supply utility service to Concessionaire or for any limitation of supply resulting from governmental orders or directives. No diminution or abatement of Monthly Use Fee or other charges, nor damages, shall be claimed by Concessionaire by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall this Concession Agreement or any of Concessionaire's obligations hereunder be affected or reduced thereby. 2.10 CITY TO PROVIDE PARKING. City will provide parking on a first come, first serve basis at the police parking garage at no cost to Concessionaire. In the event that parking is not available at the police parking garage, overflow parking is directed to the parking area under I-95 between NW 4 Street and NW 5 Street. For loading and unloading of merchandise, concessionaire may park on the ground floor with close proximity to the elevator. Concessionaire shall provide its management and employees with identification to facilitate their authorized entry into the police parking garage or the overflow parking area during their hours of employment. Concessionaire and its employees shall comply with all established parking rules. 2.11 CITY ACCESS TO FACILITY. City and its authorized representative shall have at all times access to the Premises assigned to the Concessionaire. City will maintain a complete set of keys to the Cafeteria. Concessionaire shall immediately provide keys to, the City for any new equipment or key changes. -.Key changes_ must ..be- approved in writing, in advance by the Contract Administrator 2.12 PERFORMANCE REVIEW MEETINGS. Concessionaire's Manager will schedule faunal meetings with Contract Administrator ninety (90) days after the Comrnencement Date and semi-annually thereafter, to review all aspects of Concessionaire's perfoiniance under this Concession Agreement. The Concessionaire shall present to City operational issues, completed programs, ideas for new programs, improvements and financial results. 2.13 CITY RIGHT TO DOWNSIZE CAFETERIA. City reserves the right to downsize the total square footage of the Cafeteria at anytime during the Tenn in the event the space is needed by one or more City departments. The City shall provide thirty (30) days advance written notice to Concessionaire in the case of any such downsizing. ARTICLE III PERSONNEL 3.1 PERSONNEL. The Concessionaire shall, at its own expense, provide no less than the minimal number of staff as outlined in the organizational chart submitted as part of the Request for Proposals and attached hereto as "Exhibit C" for the provision of the Food Services. Such staff shall be trained in food handling and shall provide courteous, efficient and sanitary service to the customers. Persons handling and vending products under this Concession Agreement shall be clean and free from any communicable disease. When infouiiied that an employee of Concessionaire has a condition which reveals that existence of an illness or communicable disease or other condition which could affect the safe, sanitary or healthful operation of the food service, Concessionaire will ensure that the said employee undergo, by a licensed physician approved by the City, an examination which would either verify or contradict the existence of the condition. If such condition is verified; Concessionaire will not utilize the services of said employee at the food service until the condition of that employee returns to a healthful status as indicated in writing and signed by the physician. Food handling and sanitation shall confoiin to such requirements as may be prescribed by law and federal, state, and local health authorities. All Concessionaire employees engaged in handling food shall wear when on duty, distinctive uniforms in color and design approved by the City and said unifoluis shall be maintained and laundered as necessary by Concessionaire at its sole cost and expense. Additionally, employees engaged in food handling or vending shall also wear hairnets and disposable sanitary gloves. No person shall be allowed to cook, handle, sell or dispense food at the Cafeteria unless he or she is wearing such uniform. The Concessionaire shall, upon written notice from the City, iirunediately dismiss any employee of the Concessionaire who shall be, in the sole discretion of the City, objectionable and shall cause such person forthwith to leave the Premises. The Concessionaire and its employees shall comply with all City rules . and regulations governing access to and conduct on City property. City agrees to furnish the Concessionaire's personnel with identification required for entrance to or exit from the Premises during noinnal work hours. Concessionaire shall immediately.give notice to the Contract Administrator of .any employee no-longer,,perfoitziing ,,services son behalf, of Concessionaire pursuant to this Concession Agreement: Concessionaire shall return any' 9 and all identification media of any such personnel to the Contract Administrator within one (1) day following the day that the Contract Administrator is notified as provided in this paragraph. Concessionaire must further immediately return all identification media to Contract Administrator upon the expiration or earlier termination of this Concession Agreement. Concessionaire's employees may be subject to a background investigation by the City. Concessionaire agrees that it shall not employ any person to work in the Premises who cannot satisfy said background investigation. 3.2 CONCESSIONAIRE MANAGER. Concessionaire shall have one full-time manager (Concessionaire's Manager) responsible for all food service functions at the Premises as specified in this Concession Agreement. The Concessionaire Manager shall be on -site during all hours the cafeteria is open. The Concessionaire's Manager must have a minimum of three consecutive years within the last five years of experience in a similar operation with comparable responsibilities. The Concessionaire's Manager will have education and/or experience in food service with particular emphasis upon effective financial controls and merchandising techniques. 3.3 PERSONNEL TRAINING. The Concessionaire shall recruit, train, supervise, direct, discipline and if necessary, discharge any and all personnel working in the food service facilities employed by the Concessionaire. The Concessionaire shall have adequately trained personnel to maintain a high quality of food service as required by the City. Concessionaire shall ensure that critical positions (those that are necessary to open and operate the Cafeteria) will have adequate back-up employees to call in to cover for absenteeism. Concessionaire shall require employees to comply with all instructions, rules and regulations of the City. Concessionaire's employees must comply with City's no smoking policy. 3.4 LABOR RELATIONS. Concessionaire shall be responsible for its own labor relations with any trade or union representative among its employees and shall negotiate and be responsible for adjusting all of the disputes between itself and its employees or any union representing such employees. Whenever Concessionaire has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Food Services called for under this Concession Agreement, Concessionaire shall immediately contact the Contract Administrator by phone or pager and provide a written follow-up notice of the dispute. Concessionaire shall continue to provide services under the Concession Agreement inthe event of strikes and other labor disturbances. ARTICLE IV TERM 4.1 TERM. The term of this Concession Agreement shall be for a period of five (5) years from the Commencement Date unless sooner.tenninated as, provided,for herein (the "Term"). This Concession Agreement may be ext6ided by mutual coiiserit 10 for one (1) additional five-year period upon the same .terms and conditions contained herein (the "Additional Terms"). In order to exercise this extension, Concessionaire must deliver written notice of its intent to the City three (3) months in advance of expiration of the Term or Additional Tenn, but no earlier than six (6) months prior to the expiration of the Term or Additional Term. Upon receipt of such notice, City shall conduct an audit of Concessionaire's compliance with the provisions of this Concession Agreement and notify Concessionaire within forty-five (45) days from receipt of the request of its intent to grant or deny the request for extension. Before extending the Concession Agreement, the City reserves the right to review the income statement for the most recent year's operation and make mutually agreed upon revisions in the financial arrangements. The City Manager has the right to extend this Concession Agreement for the additional terns stated in the Concession Agreement. 4.2 HOLDING OVER. If Concessionaire shall be occupying the Cafeteria after the Termination Date or the termination of Additional Teiui, with the expressed or implied consent of the City the use granted under this Concession Agreement shall become month -to -month based and shall be teiniinable by either party on thirty (30) days prior written notice. Such occupancy shall be subject to all tem.'s, conditions, provisions and obligations of this Concession Agreement including the payment of all fees and charges. The provisions of this Section shall be in addition to any liability Concessionaire may have to City in respect of its holdover. In the event that Concessionaire fails to peacefully surrender the Premises at the expiration of the 30-day notice period required above for cancellation of this Agreement, then the City shall, in addition to all other remedies, be entitled to collect from Concessionaire, and Concessionaire shall pay to the City, a fifty percent (50%) increase to the Concession Fee ("Increased Fee") then in effect. Acceptance of the Increased Fee by City shall, in no event, constitute a waiver of the City's rights under this Agreement and shall not prevent the City from pursuing all other remedies to which is entitled including but not limited to the right to seek injunctive relief to eject Concessionaire from the Premises. Concessionaire shall also reimburse the City for and indemnify the City against all damages incurred by the City from any delay by Concessionaire in vacating the Premises. ARTICLE V PAYMENTS 5.1 CONCESSION FEE. Commencing on the effective date of this Agreement ("Commencement Date") and or on before the 10th day of each calendar month thereafter during the Tenn or Additional Teiui, Concessionaire agrees to pay City a Monthly Use Fee ("Monthly Use Fee"), in the amount of Three Hundred Fifty Dollars and No Cents ($350.00) and State of Florida Use Tax, if applicable, for each calendar month or a prorated portion of such Monthly Use fee for partial occupancy of the concession along with a Percentage Fee ("Percentage Fee") in an amount equal to the following: 11 (A) Percentage Fee. (i) Eighteen percent (18%) of Gross Revenues generated from all Cafeteria and catering services during the preceding month (ii) Commencing on or before the 10th day of the first month of the second Concession Agreement year of the Term thereafter, Percentage Fee shall be as follows: Second Year Third Year Fourth Year Fifth Year Nineteen Percent (19%) of Gross Revenues generated from cafeteria and catering events and promotions during the preceding month. Twenty Percent (20%) Twenty-one Percent (21 %) Twenty-two Percent (22%) The Monthly Use Fee, together with the payment of the Percentage Fee and, in any event, within ten (10) days after the end of each calendar month, Concessionaire shall deliver to City a written Gross Revenue Report of revenues generated during the preceding calendar month, on foinls approved by City. This report shall be signed by Concessionaire certifying to the accuracy of such Gross Revenues. Gross Revenues, as defined herein, shall mean the entire amount of the revenues generated, collected or accrued, from the sale of all food and beverages, conducted on the Premises, including sales made or performed by means of mechanical or other vending devices on the Premises, whether such revenues shall be credit or cash or otherwise, and whether the foregoing be collected or uncollected and shall include any fmance charges or similar payments received by Concessionaire as .a result of any of the foregoing. Gross Revenues shall not include any amount of any sales, use or gross sales tax imposed by any federal, state or governmental authority directly on sales and collected from customers, provided that the amount is added to the selling price therein and paid by the Concessionaire to such governmental authority. 5.2 RETURNED CHECK FEE. In the event any check is returned to the City as uncollectible, the Concessionaire shall pay to City a returned check fee (the "Returned Check Fee") based on the following schedule: Returned Amount $00.01 - 50.00 $50.01 - 300.00 $300.01 - 800.00 OVER $ 800 Returned Check Fee $20.00 $30.00 $40.00 5% of the returned amount. The Returned Check Fee shall constitute additional fees dk and payable, to City by Concessionaire, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fee by City shall, in no event, constitute a waiver of Concessionaire violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be. entitled. 5.3 ADDITIONAL FEES. In addition to the Concession Fee under Section 5.1, all other payments or charges payable by Concessionaire, however denoted, are called "Additional Fees". Unless this Concession Agreement provides otherwise, all Additional Fees shall be paid with the next installment of the Concession Fee. 5.4 LATE FEE. In the event any installment of the monthly fee is not received by the City within five (5) days of the same becoming due, Concessionaire shall pay the City a late charge of ten percent (10%) of the amount due. Such late fee shall constitute additional fees due -and payable to City by Concessionaire upon the date of payment of the delinquent payment referenced above. Acceptance of such late charge by City shall, in no event, constitute a waiver of Concessionaire's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. Any amount not paid to the City within fifteen (15) days after the date on which such amount is due shall bear interest at the rate of 12% per annum from its due date until paid. Payment of such interest shall not excuse or cure any violation by the Licensee. 5.5 OVERPAYMENT AND UNDERPAYMENT. In the event that the Concessionaire can demonstrate, by standard and acceptable accounting practices, that it has made an overpayment in the Concession Fee in remitting the sum due in accordance with Section 5.1 of this Concession Agreement, such overpayment shall be refunded promptly to the Concessionaire exclusive of interest thereon, but if the Concessionaire has made an underpayment in the Concession Fee then said underpayment shall be paid to the City with interest thereon at ten percent. (10%) per annum from the date that it was originally due until it is paid. ARTICLE VI TERMINATION OF CONCESSION AGREEMENT 6.1 TERMINATION BY CITY FOR CAUSE. In the event the Concessionaire defaults or fails to observe the terns and conditions of this Concession Agreement in any material aspect, City shall have the right to do any one, or all, of the following: A) give Concessionaire notice of the default, specify required corrective action, and the time period within which corrective action is required to avoid immediate termination ofthis Concession Agreement; B) give Concessionaire thirty (30) days written notice of its intention to terminate this Concession Agreement for cause. Thirty (30) days thereafter, this Concession Agreement ariL Concessionaire's occupation of the Premises will end regardless of any corrective action by Concessionaire; and/or 13 C) immediately terminate this Concession Agreement, if in the sole discretion of the City, the default or failure to observe terms and conditions is so egregious as to warrant immediate termination. Upon such termination, Concessionaire's rights to occupy the Premises will end forthwith. 6.2 TERMINATION BY CITY FOR CONVENIENCE. The City shall have the right to terminate this Concession Agreement at its sole option, for any reason whatsoever, upon at least forty-five (45) days written notice to the Concessionaire. Upon such termination, the occupancy of the Premises will end and Concessionaire agrees to waive any claims for damages, including loss of anticipated fees and profits. 6.3 TERMINATION BY CONCESSIONAIRE WITHOUT CAUSE. Concessionaire may terminate this Concession Agreement at its sole option, for any reason whatsoever, upon at least one hundred and eighty (180) days written notice to the City. Upon such termination, the occupancy of the Premises will end and Concessionaire agrees to waive any claims for damages, including loss of anticipated fees and profits. 6.4 TERMINNATION BY CONCESSIONAIRE WITH CAUSE. In the event the City defaults or fails to observe the terms and conditions of this Concession Agreement in any material aspect, Concessionaire shall have the right to terminate the Concession Agreement after notifying City in writing of the action required to correct the problem and giving City thirty (30) days from receipt of said notice to correct the problem. 6.5 SURRENDER OF CONCESSION OF PREMISES. At the expiration of the term or earlier termination of this Concession Agreement, Concessionaire shall promptly surrender possession and shall deliver to the City all keys that it has to any part of the Cafeteria or the Premises. The Concessionaire shall return all facilities, equipment and other items furnished by City in the condition in which received, reasonable wear and tear excepted. Additionally, at the expiration of the term or earlier termination of this Concession Agreement, if the City desires, it may purchase all or any part of the equipment, furnishings and trade fixtures owned and used by the Concessionaire under this Concession Agreement at prices equal to the lower of either the depreciated cost or fair market value. This provision shall not apply to fixtures, which become part of the Cafeteria and are owned by the City under Section 12.1 hereof. Concessionaire will be responsible for all losses and damages to the Cafeteria and the Premises resulting from its default, failure or negligence during the term of this Concession Agreement. If within thirty (30) days of termination of this Concession Agreement the City determines that any part of the Cafeteria or the Premises are damaged, and that such condition was not readily evident at the time of Concessionaire surrendered possession of the Cafeteria, City reserves the right to have Concessionaire pay for the repairs to said damaged facilities and/or equipment. This clause shall survive the expiration of this Concession Agreement. ARTICLE VII HAZARDOUS MATERIALS 7.1 ENVIRONMENTAL WARRANTY. Concessionaire shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances", under any such laws, ordinances or regulations (collectively "Hazardous Materials"). • Concessionaire shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Premises required for Concessionaire's use of any Hazardous Materials in or about the Premises in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. City recognizes and agrees that Concessionaire may use materials in nounial quantities that are applicable to the use of the Premises for the purposes stated herein and that such use by Concessionaire shall not be deemed a violation of this Section, so long as the levels are not in violation of any Hazardous Materials Laws. Upon termination or expiration of this Concession Agreement, Concessionaire shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Premises by Concessionaire or at Concessionaire's direction to be removed from the Premises and transported for use, storage or disposal in accordance and compliancewith all applicable Hazardous Materials Laws. City acknowledges that it is not the intent of this Article VII to prohibit Concessionaire from operating in the Premises for the use described. in Section 2.1. Concessionaire may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all applicable governmental requirements. 7.2 INDEMNIFICATION. Concessionaire shall indemnify, protect, defend and hold City free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and expenses (including attorneys' fees) or death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by the presence in or about the Premises of any Hazardous Materials placed in or about the Premises by Concessionaire or at Concessionaire's direction or used by Concessionaire or by Concessionaire's failure to comply with any Hazardous Materials Law or in connection with any removal, remediation, cleanup, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. 7.3 DISCLOSURE, WARNING AND NOTICE OBLIGATIONS. Concessionaire shall comply with all laws, ordinances and regulations in the State of Florida regarding the disclosure of the presence or danger of Hazardous Materials. Concessionaire acknowledges and agrees that all reporting and warning obligations required under the Hazardous Materials Laws are the sole responsibility of Concessionaire, whether or not such Hazardous Materials Laws permit or require the City to provide such reporting or warning, and Concessionaire shall be solely responsible for complying with Hazardous Materials Laws regarding the disclosure of, the presence or danger of Hazardous Materials. Concessionaire shall immediately notify City, in writing, of any complaints, notices, warning, reports or asserted violations of which Concessionaire becomes aware relating to Hazardous Materials on or about the Premises. Concessionaire shall also immediately notify City if Concessionaire knows or has reason to believe a complaint, notice, warning, report or violation will be released on or about the Premises. Notwithstanding the above, Concessionaire must submit a list to Contract Administrator of all chemical products (soaps, glass cleaners, detergents, degreasers, etc.) it proposes to use in its operations. Such list shall be accompanied by a Material Safety Data Sheet for each product. It shall be the responsibility of Concessionaire to keep .the list updated as products are added or deleted and shall provide new or updated Material Safety Data Sheets as conditions warrant. City reserves the right to require any product to be deleted from such list if, in the sole opinion of the City, such product is causing damage to the Premises or is unsafe. 7.4 SURVIVAL OF CONCESSIONAIRE'S OBLIGATION. The respective rights and obligations of City and Concessionaire under this Article VII shall survive the expiration or earlier termination of this Concession Agreement. ARTICLE VIII SECURITY 8.1 SECURITY. Simultaneously with the execution of this Concession Agreement by Concessionaire, Concessionaire shall have a deposit with City the sum of $700.00 as a security deposit (the "Security"). The Security shall be reviewed at the end of the sixth month following the Commencement Date of the Agreement and shall be adjusted to equal three tunes the average monthly concession fee paid to the City during said six month period. Concessionaire shall deposit with the City the additional Security due, if any, no later than fifteen (15) days from receipt of notice from the City of said increase. In no event shall any adjustment called for in this paragraph result in a Security which is less than $700.00. The Security shall be security for the payment and •performance by Concessionaire of all of Concessionaire's obligations, covenants, conditions, and Concession Agreements under this Concession Agreement. City shall have the right, but shall not be obligated, to apply all or any portion of the Security to cure any default, in which event, Concessionaire shall promptly deposit with City the amount necessary to restore the Security to its e'riginal arriountThe Security shall not',be;deemed ligr idated 16 damages and application of the Security to reduce City's damages, shall not preclude City from recovering from Concessionaire all additional damages incurred by City. If Concessionaire fully and faithfully complies with all of the terms, provisions and conditions of the Concession Agreement, the Security shall be returned to Concessionaire without interest within ninety (90) days after the following occurs: (i) the expiration of the Concession Agreement tein�, as may be extended pursuant to the provisions of this Concession Agreement, and (ii) Concessionaire's delivery to City of the entire Premises in the same condition or better than existed on the Commencement Date, ordinary wear and tear excepted. Upon termination of this Concession Agreement by either party, if Concessionaire fails to pay within ten (10) days after the date of said termination the cost of repair or replacement of equipment or furnishings , which are necessitated by the neglect, negligence or intentional misconduct of Concessionaire, then said failure shall be a breach of this Concession Agreement and the costs of such repairs shall be payable out of said Security. ARTICLE IX ABANDONMENT 9.1 ABANDONMENT. If Concessionaire shall vacate or abandon the Cafeteria during the Term or Additional Teen of this Concession Agreement for a period of two (2) consecutive workdays, the City, at its option and without serving notice elsewhere required in this Concession Agreement, may: (i) take immediate possession of the Cafeteria for the remainder of the Teini or Additional Tenn, and contract with another person or corporation for the provision of Food Services at the Cafeteria. In such event the Concessionaire shall remain liable for all obligations under this Concession Agreement. OR; (ii) immediately cancel this Concession Agreement. ARTICLE X SPECIAL ASSESSMENTS OR TAXES 10.1 CONCESSIONAIRE TO PAY. During the teen hereof, Concessionaire covenants and agrees to pay before delinquency all municipal, county or state taxes assessed against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Premises by Concessionaire. In the event Concessionaire appeals a tax, Concessionaire shall immediately notify City of its intention to appeal said tax and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to City or other security reasonably satisfactoryto City in an amount sufficient to pay one h'andred percent of the contested °tax with all: 17 interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. ARTICLE XI RECORDS AND AUDITING 11.1 RECORDS OF SALES. During the term of this Concession Agreement and any extension thereto, Concessionaire shall maintain and keep, or cause to be maintained and kept at the Premises or such other location in Miami to be approved by Contract Administrator, a full, complete and accurate record and account of all Gross Revenues arising or accruing by virtue of its operations conducted at or from the Premises, for each day of the teiui and all extensions thereof. All records and accounts including sales slips (which will be serially numbered), cash. register . tapes, bank statements or duplicate deposit slips, mail orders, telephone orders, settlement report sheet of transactions with subcontractors, concessionaires and licensees, income and sales tax returns and all other supporting records, shall be available for inspection and audit by the City and its duly authorized agents or representatives during the hours of 8:00 AM to 5:00 PM, Monday through Friday, and shall be in accordance with generally accepted accounting procedures. Concessionaire must provide point of sale machines or such other cash registers or accounting control equipment deemed reasonably necessary and consented to by the Contract Administrator, for proper control of cash and payments whether such transaction is a cash or credit transaction. Concessionaire shall keep and preserve, or cause to be kept and preserved, said records for not less than thirty-six (36) months after the payment of the Concession Fee due under the terns hereof For the same period of time, Concessionaire shall also retain copies of all sales and tax returns covering its operations at the Premises, and any other governmental tax or other returns, which show Concessionaire's sales, therein, and shall, upon demand, .deliverphotographic copies thereof to the City at no cost. The Concessionaire will cooperate with the City's internal auditors (or such other auditors designated by City) in order to facilitate the City's examination of records and accounts. 11.2 AUDITS. Commencing within sixty (60) days after the end of each Calendar Year, as hereinafter defined, the Concessionaire shall deliver or cause to be delivered to the City of Miami, Department of Public Facilities, 444 S.W. 2nd Avenue, 3rd Floor, Miami, FL 33130, a Gross Revenue report for the prior Agreement year, prepared and certified by an independent certified public accountant ("CPA") employed at the Concessionaire's sole cost and expense. Said CPA shall certify that he made a complete examination of the books, state sales tax returns, and federal income tax returns of Concessionaire and that such report (hereinafter the "Audited Gross Revenue Report") is prepared in accordance with generally accepted accounting principles and practices and represents the Gross Revenue of the Concessionaire for the period indicated therein. The Calendar Year shall mean each twelve-month interval commencing on January 1 and expiring December 31. In the event ,the Effective Date falls between July 1st and December 31st, the Concessionaire shall not be required to file a certified financial statement -for its first calendar year of operation at„ the _Prer ses until the 'end„ of the following Calendar Year. . 18 Notwithstanding the above, and during the thirty-six (36) month period described in Section 11.1 of this Agreement entitled "Records of Sales", at its option, the City may cause, at its sole cost and expense, a complete audit to be made of the Concessionaire's business affairs, records, files, sales slips and sales tax records in connection with the Concessionaire's sales on, from or related to the Premises for the period covered by any financial statement furnished by the Concessionaire to the City. With each financial statement, Concessionaire shall pay to City any unpaid balance of the Concession Fee, if any, and City shall refund any overpayments, if any. Such underpayment or overpayment shall be paid as set forth in Section 5.5 Overpayment and Underpayment. In the event the Concessionaire fails to prepare or deliver any required Audited Financial Statement to the City within the time set forth above, the City, upon fifteen (15) days written notice to Concessionaire,. may elect to exercise either or both of the following remedies: (i) To treat, as a default of this Concession Agreement, any such omission continuing after thirty (30) days notice thus entitling the City, without further notice, to exercise its right to cancel this Concession Agreement and resort to other legal remedies; and/or (ii) To cause an audit and/or accounting, pursuant to the provisions of this Concession Agreement to be made at the sole cost and expense of Concessionaire. Concessionaire shall pay the full cost of such audit within ten (10) days of receipt of an invoice indicating the cost of such audit. Notwithstanding the above, at its option, City may cause, at any time within sixty (60) months of receipt of any Concession Fee furnished by Concessionaire, a complete audit to be made of Concessionaire's business affairs, records, files, sales slips and sales tax records in connection with Concessionaire's sales on, from or related to the Premises for the period covered by any such statement furnished by Concessionaire. If such audit shall disclose an underpayment of fees, Concessionaire shall pay City any unpaid balance within thirty (30) days of receipt of notice from City that such balance is due. If such audit shall disclose an overpayment, City shall refund such to Concessionaire. Such underpayment or overpayment shall be paid as set forth in Section 5.5 Overpayment and Underpayment. Concessionaire shall allow the City or the auditors of the City to inspect all or any part of the compilation procedures for the aforesaid monthly reports. Said inspection shall be reasonable and is at the sole discretion of the City. Records shall be available Monday through Friday, inclusive, between the hours of 8:00 AM and 5:00 PM at the Premises or at such other location in Miami, which may be approved by the Contract Administrator. The acceptance by City of payments of the Concession Fee shall be without prejudice to City's right to conduct an examination of Concessionaire's books and records of its Gross Revenues and inventories of merchandise on or for the Premises in order to_ verify the amount of annual Gross Revenues made by Concessionaire rn and fr yin the Premises. 19 The Concessionaire shall further be subject to periodic, unannounced operational audits of the food services by a representative of the City. Such audits shall include a review of the following: service quality, attentiveness, courteousness, etc food quality, quantity, presentation, merchandising sanitation practices and conditions personnel appearance training program techniques, schedules and records safety conditions operation performance from a financial perspective other related operational conditions and/or practices City shall prepare a report as a result of the operational audit notifying the Concessionaire of conditions needing correction or improvement. ARTICLE XII ALTERATIONS AND IMPROVEMENTS 12.1 ALTERATIONS AND IMPROVEMENTS. Concessionaire shall not make or permit to be made any construction, repairs, alterations, additions, partitions or changes to the Cafeteria (hereinafter collectively called "Alterations") without the prior written consent of the Contract Administrator. If Contract Administrator grants consent: (i) the Alterations shall be performed in a good and workmanlike manner in accordance with all applicable Federal, State and local statutes, laws, ordinances and regulations, as they presently exist and as they may be amended hereafter. (ii) all Alterations shall be provided at Concessionaire's sole cost and expense. (iii) Concessionaire shall pay for and obtain the necessary and . applicable permits in compliance with all Federal, State and local laws, rules and regulations in connection with any Alteration made by Concessionaire to the Premises. (iv) Alterations (other than movable trade fixtures, which can be removed without injury to the Cafeteria) shall at once become a part of the Premises, the property of the City and shall be included in the Inventory. Concessionaire shall have the right to remove any movable personal property and trade fixtures that it places in or at the Premises. If any part of the Premises is in any way damaged by the removal of such items, said damage shall be repaired by Concessionaire at its sole cost and expense. Should Concessionaire fail to repair any damage caused to the Premises within ten (10) daysafter receipt .of written notice -from -City > directing the--: required repairs, City si?all cause the Premises to be repaired at the sole cost and expense 20 of Concessionaire. Concessionaire shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. Failure to pay such invoice shall be sufficient cause to terminate this Concession Agreement as provided in Section 6.1 herein. Notwithstanding the above, this Concession Agreement may be terminated due to Concessionaire's failure to repair the Premises as directed without the necessity of City repairing the Premises. 12.2 LIENS AND ENCUMBRANCES. The Concessionaire shall keep the Premises free and clear of any liens and encumbrances. Nothing in this Concession Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Premises nor as giving the Concessionaire the right, power or authority to contract for or peiniit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics liens or other encumbrance against the City's interest in the Premises. If any lien shall at any time be filed against the Premises as a result of any Alteration undertaken by Concessionaire, the Concessionaire shall cause it to be discharged of record within ten days after the date the Concessionaire has knowledge of its filing. If the Concessionaire shall fail to discharge a lien within that period, then in addition to any other right or remedy, the City may, but shall not obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding, or in the event the City shall be entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the lien by the lien or and to pay the amount of the judgment, if any, in favor of the lien or with interest, costs and allowances with the understanding that all amounts paid by the City shall constitute Additional Fee due and payable under this Concession Agreement and shall be repaid to the City by the Concessionaire immediately upon rendition of an invoice or bill by the City. The Concessionaire shall not be required to pay or discharge any lien so long as the Concessionaire shall in good faith proceed to contest the lien by appropriate proceedings and if the Concessionaire shall have given notice in writing to the City of its intention to contest the validity of the lien and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to City or other security reasonably satisfactory to City in an amount sufficient to pay one hundred ten percent (110%) of the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. ARTICLE XIII • INDEMNIFICATION AND IIvTS:IJRAl`�CE% ``` 13.1 INDEMNIFICATION AND HOLD HARMLESS. Concessionaire shall indemnify, protect, defend and hold harmless the City, its officials and employees, from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising out of the use or operation of the Cafeteria and the Premises by Concessionaire, its agents, contractors, employees or servants, whether such claim shall be made by an employee of Concessionaire, an employee of the City or by any third party, and whether it relates to injury to persons (including death) or damage to property and whether it is alleged that the City or its employees or officials were negligent. Concessionaire shall at its own cost and expense pay and satisfy all costs related to any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorneys' fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof. Concessionaire shall further indemnify, defend, protect and hold City harmless from and against any and all claims arising from any breach or default in performance of any obligation of Concessionaire's part to be performed under the terms of this Concession Agreement, or arising from any act, neglect, fault or omission of Concessionaire or its agents, contractors, employees and servants and from and against all costs, attorneys' fees, expenses and liability incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against City by reason of any claim, Concessionaire upon notice from City shall defend the same at Concessionaire's expense by counsel approved in writing by City. City reserves the right to defend itself. Concessionaire shall immediately notify City, in writing, of any claim or action filed, of whatever nature, arising out of the use or operation of the Premises by Concessionaire, its agents, contractors, employees or servants. Concessionaire shall also immediately notify City if Concessionaire knows or has reason to believe a claim or action will be filed, of whatever nature, arising out of the use or operation of the Premises by Concessionaire, its agents, contractors, employees or servants. 13.2 INSURANCE. In connection with this Agreement, Concessionaire shall obtain and maintain throughout the teu u of this Agreement the types and amounts of insurance coverage set forth in Exhibit E, attached hereto and incorporated herein by this reference. ARTICLE XIV DAMAGE OR LOSS TO CONCESSIONAIRE'S PROPERTY 14.1. RISK OF LOSS. City shall not be liable for injury or damage to the property or merchandise of the Concessionaire or its employee's, invitees, patrons occurring in or about the Premises caused by or resulting from anyone or any peril whatsoever which may affect the Premises, including, without limitation, fire, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air. .conditioning or lighting fixtures- of the —Premises; ,or from hurricane or any act of God or any act of negligence of :?.ny user of the facilities or 22 occupants of the Premises or any person whomsoever, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Premises or from other sources. 14.2 NOTICE OF DAMAGES OR INJURIES. The Concessionaire shall give City prompt written notice of any fire, damage or injury occurring at the Premises. 14.3. VANDALISM AND THEFTS. Where vandalism or theft occurs to Concessionaire's machines, equipment or operation, it shall be the sole responsibility and liability of Concessionaire to insure, repair or replace damaged or stolen equipment at Concessionaire's expense within forty-eight (48) hours. All vandalism shall be reported to the Contract Administrator immediately upon discovery. 14.4. THEFT AND LOSS LIABILITY. City will not be responsible for any of Concessionaire's losses or thefts, and any such losses must be borne solely by the Concessionaire out of its own funds they may not be used to diminish or be absorbed by payment due the City. ARTICLE XV ASSIGNMENT AND SUBCONTRACTING 15.1 ASSIGNMENT AND SUBCONTRACTING. Concessionaire is not permitted to provide a contract or subcontract services. Except as specifically provided above, Concessionaire shall not: (1) assign or transfer this Concession Agreement, in whole or in part; (2) subcontract the Cafeteria operations, in whole or in part; (3) subcontract any other listed responsibilities, or any part hereof; or (4) permit any third party or parties other than Concessionaire, its authorized agents and employees, to occupy or use the Premises, or portion thereof (hereinafter individually and collectively referred to as a "Subcontract") without prior review and written consent of the City Manager, which consent may be conditioned or withheld for any or no reason, including, but not limited to additional financial consideration. Any assignment, transfer or subcontract in violation of this Concession Agreement or without the written approval of the City Manager shall be void and have no binding effect upon City. If any portion of the work or services, which have been subcontracted by the Concessionaire, is not executed in accordance with this Concession Agreement, the Subcontractor shall be replaced on request of the City Manager. No Subcontract entered into by the Concessionaire shall relieve the Concessionaire of any of its liabilities and obligations. It is agreed that all terms and conditions of this Concession Agreement shall extend to and be binding on all Subcontractors as may be approved by the City Manager. Concessionaire shall be liable for acts and omissions by any Subcontractor affecting this Concession Agreement. City reserves the right to directly terminate any Subcontractor for any cause for which Concessionaire inay be terminated. 15.2 PROCEDURE. FOR. SUBCONTRACT.- Should,;Concessionaire desire to -_make - a Subcontract hereunder, Concessionaire shall give written notice of its intention to do so 23 to the City Manager at least sixty (60) days prior to the effective date of any such proposed Subcontract, specifying in such notice the nature of such proposed Subcontract and the proposed date thereof and specifically identifying the proposed Subcontractor. Such notice shall be accompanied by a copy of the proposed Subcontract Agreement, and any other documents or financial infoiiriation (including without limitation, three years audited financial statements) City may require in order to make a detennination as to the suitability of the Subcontractor. City shall, within thirty (30) days after its receipt of such notice of a proposed Subcontract from Concessionaire, either (i) withhold consent to the Subcontract or (ii) consent to such Subcontract subject to the terms and conditions provided for in this Article. Concessionaire acknowledges and agrees that the imposition of the conditions described in this Article 15 as a condition of Concessionaire's consent is reasonable. ARTICLE XVI SIGNAGE AND ADVERTISING 16.1 SIGNAGE AND ADVERTISING. Concessionaire shall not permit any signs or advertising matter to be placed on any portion of the Premises except with prior written approval of the Contract Administrator. Concessionaire shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Concessionaire must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the expiration or earlier termination of this Concession Agreement, Concessionaire shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Premises. If any part of the Premises is in any way damaged by the removal of such items, said damage shall be repaired by Concessionaire at its sole cost and expense. Should Concessionaire fail to repair any damage caused to the Premises within ten (10) days after receipt of written notice from City'directing the required repairs, City shall cause the Premises to be repaired at the sole cost and expense of Concessionaire. Concessionaire shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. ARTICLE XVII NOTICE 17.1 NOTICE. All notices or other communications which shall or may be given pursuant to this Concession Agreement shall be in writing and shall be delivered by personal service or by certified mail addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. NOTICE TO CITY: NOTICET.O CONCESSIONAIRE: 24 City Manager City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 WITH COPY TO: Director Department of Public Facilities City of Miami 444 S.W. 2nd Avenue, 3`d Floor Miami, FL 33130 City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 3`d Floor Miami, FL 33130 Chief of Police Police Department City of Miami 400 NW 2 Avenue Miami, FL 33128 Peter Torocsik Ultimate Catering P.O. Box 3071 West 'Palm Beach, FL 33402 ARTICLE XVIII MISCELLANEOUS 18.1 COMPLIANCE WITH LAWS. Concessionaire shall comply with all applicable federal, state and local laws, regulations, orders, ordinances and codes pertaining to its performance under this Concession Agreement. 18.2 INDEPENDENT CONTRACTOR. Concessionaire and its employees and agents shall be deemed to be independent contractors, and not agents, employees or representatives of the City and shall not attain rights or benefits under the Civil Service or Pension Ordinances of the City nor any rights generally afforded classified or unclassified employees; further they shall not be entitled to the Florida Workers Compensation benefits as employees of the City. 18.3 SUCCESSORS AND ASSIGNS. This Concession Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. 18.4 AMENDMENTS. City and Concessionaire by mutual agreement shall have the right but not the obligation to amend this Concession Agreement. The City Manager has the right. to execute any amendments to the Concession Agreement and shallbeeffective...:, 25 only when signed by City Manager and Concessionaire and shall be incorporated as a part of this Concession Agreement. 18.5 "AWARD OF CONCESSION AGREEMENT. Concessionaire warrants that it has not employed or retained any person employed by City to solicit or secure this Concession Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by City any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Concession Agreement. 18.6 CONFLICT OF INTEREST. Concessionaire is aware of the conflict of interest laws as set forth in Section 2-611 of the Code of the City of Miami, Florida, as amended, and agrees that it will comply in all respects with the terms thereof. 18.7 CONSTRUCTION OF CONCESSION AGREEMENT. This Concession Agreement shall be construed and enforced according to the laws of the State of Florida. 18.8 COURT COSTS AND ATTORNEYS' FEES. In the event that it becomes necessary for City to institute legal proceedings to enforce the provisions of this Concession Agreement, Concessionaire shall pay City's court costs and attorney(s)' fees. Concessionaire acknowledges that Florida law provides for mutuality of attorney's fees as a remedy in contract cases and specifically and irrevocable waives its right to collect attorney's fees from the City under applicable laws, including specifically, but not limited to Section 57.105, Florida Statutes. It is the express intent of the parties hereto that in no event will the City be required to pay Concessionaire's attorney's fees and court costs for any action arising out of this Agreement. In the event that Concessionaire's waiver under this section is found to be invalid then Concessionaire agrees that the City's liability for Concessionaire's attorney's fees and court costs shall not exceed the sum of S100.00. In the event that the waiver and limitations contained herein are found to be invalid, or are otherwise not upheld, then the provisions of this Section shall become null and void and each party shall be responsible for its own attorney's fees and costs. 18.9 WAIVER OF JURY TRIAL. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and Concessionaire entering into the subject transaction. 18.10 SEVERABILITY. If any provision of the Concession Agreement, or any paragraph, sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder of the Concession Agreement shall be construed as if such invalid part were never included herein and the Concession Agreement shall be and remain valid and enforceable to thefullest extent permitted by. law. 26 18:11 WAIVER. No waiver of any provision hereof shall be deemed to have been made unless such waiver is in writing and signed by City or Concessionaire. The failure of either party to insist upon the strict performance of any of the provisions or conditions of this Concession Agreement shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. 18.12 CAPTION. The captions contained in this Concession Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope of this Concession Agreement or the intent of any provisions thereof. ARTICLE XIX AFFIRMATIVE ACTION AND NONDISCRIMINATION 19.1 AFFIRMATIVE ACTION. Concessionaire shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement, which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, individuals with disabilities, and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Concessionaire shall submit a Statement of Assurance indicating that their business is in compliance with all relevant Civil Rights laws and regulations. 19.2 NONDISCRIMINATION. Concessionaire agrees that there will be no discrimination against any person based upon race, religion, color, sex, ancestry, age, national origin, mental or physical handicap, in the use of the Premises and improvements thereof. It is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, City shall have the right to terminate this Concession Agreement. ARTICLE XX MINORITY PROCUREMENT 20.1 MINORITY PROCUREMENT. Concessionaire shall make every good faith effort to purchase/contract fifty-one (51 %) of its annual goods and services requirements from Hispanic, Black and Women businesses/professionals registered/certified with the City of Miami's Office of Minority/Women Business Affairs. Such lists are available in the Purchasing Department at the time of signing of the Concession Agreement with the City of Miami. ARTICLE XXI ENTIRE CONCESSION AGREEMENT „ 27 21.1 ENTIRE AGREEMENT. This Concession Agreement represents the total Concession Agreement between the parties. All other prior Concession Agreements between the parties, either verbal or written, are superseded by this Concession Agreement and therefore no longer valid. IN WITNESS WHEREOF, the parties hereto have individually, through their proper officials, executed this Concession Agreement the day and year first herein above written. ATTEST: The City of Miami, A municipal corporation Of the State of Florida By: By: Priscilla A. Thompson Johnny Martinez, P.E. City Clerk City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Julie O. Bru Calvin Ellis, Director City Attorney Risk Management WITNESS: Ultimate Catering LLC, (concessionaire) Signature Print Name Signature Print Name Print Name 28 "EXHIBIT A" PREMISES 400 NW 2 AVENUE MIAMI, FL 33130 FOLIO NO. 01-0107-050-1090 LEGAL DESCRIPTION: MIAMI NORTH PB-41 ALL BLK 75 & BLK 88 LESS S10FT OF LOTS 11 THRU 20 AND LESS El OFT OF N32FT OF S42FT OF LOT 20 AND LESS EXT AREA OF CURVE IN SW & SE COR FOR R/W PER UNITY OF TITLE 29 .Property Iri otmation Map Page 1- of 1 My Home Miami -Dade County, Florida Property Information Map Aerial Photography - 2009 —' This map was created on 7/20/2011 4:22:41 PM for reference purposes only. Web Site © 2002 Miami -Dade County. All rights reserved. 165 ft Summary Details: Folio No.: Property: 31-0107-050-1090 400 NW 2 AVE Mailing Address: CITY OF MIAMI-DEPT OF P&D ASSET MANAGEMENT DIVISION 444 SW 2 AVE STE #325 MIAMI FL 33130-1910 Property Information: Prima Zone: rY 8000 GOVERNMENT & INSTITUTIONS CLUC: 0040 MUNICIPAL Beds/Baths: 0/0 Floors: 5 Living Units: 0 Adj Sq Footage: 450,305 Lot Size: 6.88 ACRES Year Built: 1975 Legal Description: MIAMI NORTH PB B-41 ALL BLK 75 & BLK 88 LESS S1 OFT OF LOTS 11 THRU 20 & LESS El OFT OF N32FT OF S42FT OF LOT 20 & LESS EXT AREA OF CURVE IN SW & SE COR FOR R/W PER Assessment Information: 'Year: 2010 2009 Land Value: $6,000,000 $12,000,000 Building Value: $31,277,236 $19,616,814 Market Value: $37,277,236 $31,616,814- Assessed Value: $37.277,236 $31,616,814 Taxable Value Information: Year: 2010 2009 Taxing Authority: Applied Exemption/ Taxable Value: Applied Exemption/ Taxable Value: Regional: $37,277,236/$31,616,814/ $0 $0 County: $37,277,236/331,616,814/ $0 $0 City: \$37,277,236/131,616,814/ S0 $0 School Board: $37,277,236/131,616,814/ $0 $0 http://gisims2.miamidade.gov/myhome/printmap.asp?mapth =http://gisims2.miamidade.go... 7/20/2011 "EXHIBIT B" CAFETERIA LOCATION 30 CdIZZ t 'TZ URA3E Lt ZA21t+h1 3ex:, 3G7• E Lit l l I 77 Lill 95 CG17r°2Ei,= itac A•I �I n GC=_Eli .curl r T ISH 33 R r7r, -MS 1 Vy NT "S 2`•0 q Zll BLUE I,tl� i .L. p7 Ii TI IGI.. ._. _V.._...IIL. II:.f Z0 ' . I . I o I7 ILL It. 19 ;;clu Il• Iw Q Ie 1Q'1 5 ''Lu • 4-••• 'CV!" 'I I i X4-co .',#• )11 . 2.0 Crit4 oc; z,‘. • C OrZ Tz. 2go's,F. _KITCHEN S AKE g•.L, 77;741-- 20 • .f• Km. ••••/y.••-.. 2_ r) ••• 1 ,2go 196: "EXHIBIT C" ORGANIZATIONAL CHART 31 aeanin MRC Cafe a. Our plan is to rebuild the customer base by cooking and baking on premises using the the MRC Cafe and its equipment. b. Suply the Police cafeteria with fresh baked subs, rolls, and pastries on a daily basis. The two location must support and rely on each other. Both locations emplyees must understand this goal. - Full time self starter baker (Early Morning) - Part time self starter server (Early Morning) - Self Starter Grill Cook for breakfast, set up coffee station, condiments, etc... Smile Face Cashier with big tip jar, and enough change for the day, utensils, collect positive and negative feedbacks from customers, etc... Salad person, wash and prepare salad items, fruits, and have a fresh and good looking salad bar providing va-iety of dressings,. in charge of smoothie bar - Cleaning person Police Cafe - Full time Grill Cook, take orders, help around counter - Sandwich Maker, take orders from customers, Cashier, collect positive negative feedback, help whenever she is not occupied - All Around person, help wherever or whenever needed - Part time counter help, peak hours and special events - Cleaning Person "EXHIBIT D" INVENTORY 32 City of Miami Police Headquarters Cafeteria Inventory August 19, 2011 Quantity Manufacturer Description 1 GLENCO Refrigerator 1 GLENCO Refrigerator Double Door 1 GLENCO Freezer Double Door 1 Oven and table 1 WELLS Fryer 14" 1 WELLS Grill 36" 1 Grill 24" 1 Hood 92 1/2" 1 Stainless Steel Counter with Food Display 26" 1 ADVANCE FOOD SERVICE Stainless Steel 3 hole sink 1 Stainless Steel Shelve 1 Stove - 2 burners 1 Stainless Ste& Shelve 1 Stainless Steel Shelve sneeze guard (2 shelf) 6' 1 Stainless Steel work table 126" 1 MANITOWOC Ice Maker and Cabinet 1 TROUSEN Refrigerator & Prep Table 6 drawer 1 Stainless Steel Counter with sink and faucet 1 Stainless Steel Table (dishwasher) 9'-10" 1 Stainless Steel Hood 5' 1 Mobile stand with 3 shelves 7' 1/2 1 Stainless Steel shelf 8' 2 Stainless Steel shelf 6' 1 Stainless Steel shelf 5' 3 Tables 36" x 36" 8 Tables 48" x 30" 3 Tables 98" x 48" 2 Tables round 36" .. . - 66 __ .chairs "EXHIBIT E" INSURANCE REQUIREMENTS AND MIAMI POLICE DEPARTMENT CAFETERIA I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $ 100,000 Endorsements Required City of Miami included as an additional insured Primary Insurance Clause Endorsement Contingent Liability Premises & Operations Liability Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 Endorsements Required City of Miami included as an additional insured 33 Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits ofLiability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Property Coverage The licensee shall maintain business personal property coverage insuring against all risk of direct physical loss (special form), including coverage for windstoim and hail, and flood if applicable. The coverage should be written on a full replacement cost with maximum deductibles of $1,000 all other perils, and 5% wind and hail. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prier to insurance approval: 34 Ultimate Catering LL Cm DBA Police Cafe Miami Peter Torocsik FEIN #: 26-0332640 Phone: (561) 305 8646 Fort Lauderdale Police Department 1300 West Broward Blvd. Fort Lauderdale, Florida, 33301 E-mail: policecafe@yahoo.com Request for Proposal For City of Miami Police Headquarters Building (BID NO. 226249) Attention of Terry Byrnes, CPPB Lt. Albert Vila, Contract Administrator City of Miami City Clerk 3500 Pan American Drive Miami, Florida, 33133 Ultimate Catering LLC built in the operational cost into the prices. We have to level the prices in the Police Cafe to the average market prices of the surrounding neighborhood of Miami. Ultimate Catering and City of Miami will take about the same % from the profit. THIS IS THE CITY OF MIAMI BEST INTEREST! Ulf moat e Catering LLC: propose $ 350.00 monthly share of the operating expenses. In addition, Ultimate Catering offers: First year 18 % profit share of the gross sales. Second year 19 % profit share of the gross sales. Third year 20 % profit share of the gross sales. Forth year 21 % profit share of the gross sales. Fifth year 22 % profit share of the gross sales. (Percentage Rent = Gross Sales, excluding sales tax, monthly rent to the City) Moreover, Ultimate Catering LLC is offers 10 % off, every City of Miami organized event. For example, corporate breakfast, lunch buffet, employee appreciation dinner, emergency food service. According to the recent condition of the location the Cafe needs The anticipated daily average spending is $ 2.6 Estimated Yearly Income: professional imp`7o-,em�ts." 8/customer.e First year: $ 225,600.00 Second year: $ 287,000.00 Third year: $ 308,000.00 Fourth year: $ 330,000.00 Fifth year: $ 347,000.00 - Estimated Total Gross Sales / 5 years: - Estimated Florida Sales Tax (6 %) / 5 years - Estimated Flat Rate Rent for the City of Miami / 5 years - Estimated Gross Sales after tax / 5 years excluding monthly rent to the City of Miami xy.n M=9 na .. =r- A.> 0. --+: $ 1,497,600.00 - $ 89,856.00 - $ 21,000.00 $ 1,386,744.00 - Estimated Percentage Rent: First year 18 % profit share of the gross sales $ 38,171.52 Second year 19 % profit share of the gross sales $ 51,258.20 Third year 20 % profit share of the gross sales $ 57,904.00 Forth year 21 % profit share of the gross sales $ 60,522.00 Fifth year 22 % profit share of the gross sales $ 71,759.60 City of Miami Estimated Earniings/5 years $ 279,615 32.00 28 CITY OF fvlIAM1, FLORIDA I TE =DF FICE MEMORANDUM • TO: . Tony E. Crapp, Jr. Chief Administrator/City Manager FROM : Peter J. Kendrick, Jr. Chairperson Evaluation Committee DATE : .. June 14, 20 ] ] FILE : SUBJECT : Recommendation of Evaluation Committee for RFP 226249 Concessionaire Services for the City of Miami MRC Building and Police Headquarters REFERENCES: ENCLOSURES: As Chairperson of the Evaluation Committee ("Committee") for the above concessionaire services for the City of Miami's Miami Riverside Center ("MRC") and Police Headquarters ("Police"), it is my responsibility to offer the findings and recommendation of the Committee. The City issued RFP 226249 for concession services for MRC and Police, and four (4)'Proposals were received, two (2) Proposals were deemed non -responsive. The Evaluation Committee ("Committee"), appointed by the City Manager, was comprised of the following individuals: 1. Carlos Galan, Owner, Dolores .But You Can Ca11 Me Lolita 2. Peter Knezevic, General Manager, Biscayne Bay Restaurant Corporation dba Rusty Pelican 3. Steven J. Perricone, Owner, La Cucina Management dba Perricone's Marketplace 4. Peter J. Kendrick, Jr., Lease Manager, Department of Public Facilities 5. Corina S. Esquijarosa, Senior Project Representative, Department of Public Facilities The Evaluation/Selection Committee ranked the firms as follows: 1. Tltimate Catering, LLC 2. New York Roma Pizza 8:. Pasta Corp. The Evaluation/Selection Committee reviewed and scored the proposals submitted by all firms listed above and recommends that the City enter into contract negotiations with the top Tanked firm, Ultimate Catering, LLC, for both locations. The Evaluation/Selection Committee recommends that concessionaire services for both the MRC and Police locations be provided by one firm. The Evaluation/Selection. Committee further recommends that should contract negotiations fail with the top ranked firm, Ultimate Catering, LLC, that the City enter into negotiations with the No. 2 ranked proposer. Should contract negotiations fail with either of the firms, that the City reject all proposals received and issue a new Request for Proposals. Upon successful contract negotiations, the recommendation from the City Manager to the City Commission seeking permission to authorize and execute aconcession agreement will be presented at the next available meeting. Your signature below represents your approval of the Committee's recommendation. Approved by; Tony E. Crapp., Jr. Chief Administr *or/City Manager Date: CITY OF MIAMI, FLORIDA INTER -OFFICE. MEMORANDUM TO; . Tony E. Crapp, Jr. City Manager FROM ; Madefiue Valdes . Director Department of Public Facilities DATE ; • January 5, 2011 FILE : SUBJECT : Selection sof Evaluation Committee for MRC Cafeteria and Police Headquarters Vendor Bid No2262-4 9,1 REFERENCES; ENCLOSURES: This memorandum is seeldng your approval for appointments to the Evaluation Committee for the selection of qualified concessionaires for the provision of Concession Services for the Miami Riverside • Center Cafeteria and City of Miami Police Headquarters Building in response to a Request for Proposals for Concessionaire. Each of these individuals is lolowledgeable and experienced professionals, and will be an asset to this evaluation process. Pursuant to Orriinance 12271, Section 18-86, (C)(6) Proposal Evaluation, "An evaluation committee shall be appointed by the City Manager for the purpose of evaluating Proposals based upon the criteria contained iu the P.FP,.FFLI or PFQ..." Those individuals are: Carlos Galan, Owner, New Spanish Concepts, LLC dba Dolores But You Can Ca11 Me Lolita Peter Knezevic, General Manager, Biscayne Bay Restaurant Corporation dba Rusty Pelican - Steven" Perricone, -Owner, La Cucina Maim gement:dba Perricone's Marketplace Peter Kendrick, Lease Manager, Department of Public Facilities Corina S. Esquijarosa, Senior Project Representative, Department of Public Facilities Your signature below affirms your appointment of these individuals to become Evaluation/Selection Cornuuttee members. APPROVED: 'Tony E. Crapp, Jr. • City Manager DATE:. / l 7 `7` 77/ / cc: - Kenneth Robertson, Director, Purchasing Department TEC/LC/MV/PK/CSE RFP Title: Request.For Proposals Ed! Concessionaire Services for the City of Miami Riverside Center (MRC) Building & City of Miami Police Headquarters Building Processor: Terry Byrnes, CPPB RFP Submittal Checklist RFP 226249, Request For Proposals for Concessionaire Services for the City of Miami Riverside Center (MRC) Building & City of Miami Police Headquarters Building "SUBMITTAL CHECKLIST" i Proposei — N.Y. Rcoiiia Pizza cS, Pasta Corp. Ulfiiiia(e Cafei1hg LLC Lopetigiii's Cbijidi-atioii GUasy Pi-esli aiiil Catering T E M 1 Response Criteria 1 Timeliness (2.0) I .1 Yes Yes Yes Yes 2 Corporate, ID i Yes Yes Yes 3 Bound Original 1 i Botmd•Copies 1 1 I MRC/POLICE 1. Yes! Yes 2. Yesl Yes MRC/POLICE 'I. Yesl Yes 2. Yesl Yes MRC/POLICE 1. No/ No 2. No/ No MRC/POLICE 1. No/ No 2. Nol No 4 Proper Submittal Foinat & Addressing 1 Yes Yes • Yes No 5 Introduction Pages Yes Yes Yes No 6 Executive Summary -!Team & Assigned Personnbl Qualifications and Experience i Yes Yes Yes No 7 Qualifications- Firm i Experience & References/Previous Similar Work Yes Yes . Yes No 8 Operational Plan- Current and Neat-. Future Workloacl, Project Budget and Schedule' I Yes - Yes : Yes No 9 Awards, Intangibles in Previous`Siinilar VVoiic No No : No No -10 Fee Proposal & Approach Yes/Yes YeslYes No Proposal No Page I of3 RFP Title: Request For Proposals for Concessionaire Services for the City of Miami Riverside Center (MRC) Building & City of Miami Police Headquarters Building Processor: Terry Byrnes, CPPB RFP Submittal Checklist Propo1ser N.Y. Rowa Pizza & Pasta Ulilinafe Caferiiig LLC Lopeil0Di's Lb1 ib aiioiiT Gtiasy riesli aiid Caieriiig E M Response Criteria Corp. - 11 Local PrC`erence I i Yes No Yes No Technical Compliance Yes 12 RFP Requirements with Yes Yes No -13 Program Appendixes None None None None '14 Attachments Yes Yes Yes .- No 15 Bondllnsurancel Certification/Financial Requirement 1 l Yes Yes Yes No 15 Litigation`& Claims 1 Yes None bid not submit No '17 Financial;Disclosure Yes Manual Yes No 18 Licenses: Yes Yes Yes No 19 COMMENTS: Proposals Proposals Police I-Igtrs NON - Submitted for Submitted for Only RESPONSIVE both Sites both Sites NON- Failed to RESPONSIVE submit all Failed to requires submit all documentation required documentation Notes: Yes" means submitted i i substantial form to meet the requirements of the RFP. 2. "No" means item not submitted or found by the review of the original unbound version of the response. Page 2 of3 RFP TiUe: Request For Proporsals for Concessionaire Services for the City of Miami Riverside Center (MRC) Building & City of Miami Police Headquarters quiIciing Processor: Terry Byrnes, CPPB RFP Submittal Checklist 3. • "N/A" means 'not applicable under the requirements of this RFP. • 4. "Incomplete" means item was not submitted in substantial form to meet the requirements of the RFP. O Certificates of Insurance accepted in lieu and in'addition to Insurance Attachment. Page 3 or 3 • CARLOS A. MIGOYA City Manager ADDENDUM NO. 3 R P NO..226249 November 3, 2010 Request For Proposals for Concessionaire, Services for the City of Miarni Riverside Center (WPC) Building & City of Miami Ponce Headquarters 3uiidina TO: ALL PROSPEC i IVE PROPOSER..: The following changes, additions, and clarifications, amend the Request for Proposal (RFP) documents of the above captioned REP, and shall become an integral pat of the Proposal/Contract Documents. Please note the contents herein and reflect same on the documents you have on hand. -1) Please be advised -that, the City of IVliami has changed -the Deadline For Questions to Thbrsday, November-4, 2010 at3:00 PM and the REP Ciosing.Date from Novernber15, 2010 to Monday, December 5,2010 at1:00 PM. Please revise your.docurneflt5 to reflect these changes. • ALL OTHER TERMS AND CONDITIONS OF THE- REP REMAIN THE SAME, Sincerely, Kenneth Robertson Director of Purchasing PLAN FUR WIFETERLi. UROU tLotiN PLAN. It I • I 0 0 I I • ... . •tlt 11.,11•101 I 0E11( 1••••tIIT 1••wl w.w<I •••••••00. t ;I , • I•. 0 • S C 0 I- TE E RC �Ka`i� Fot d�s,(�-in(.,= (yp / p- ,.,,.} /'��,, . Fefr l� � x00:v i imucji, 'y 201C Ft. cra.I L &ZIES- Sa 12 Feb-GS -ti Wa --DS Jst Oc --O Dac-03 J 9 F 05 Jar-r-09 fag-:'5 (5:��9 1i,rl t-05 Jam 14 F iB Cateria $11,221_7.0 $1.2,2912 $11,0 : 56 ,512,657.771 S10,593.03 .9, 55.°5 $3.474.25 Veird-riF,6 u 66ie CatsinE $1.0Z.70 45_50 $3.5.gi 0L25 ."ti376.51i .5257. S �Ql 320.E0 $350.50 $4-70_70 31.0_50 375. $2__50 �5€� 173.50 $2Z9.5�i 9E 75 222. a4-rir.�. 4�2 . ' `29 L4 J $ 5.25 252. S _ a55L_'1 :15_90 SCM .53 _50 .5 E iZ: `.�`i' E,E54.i 9 $275.21 QTY. DESCRIPTION 1 Refrigerator w/shelving 1 Freezer w/shelving 1 Shelving 1 Convection Oven 1 Frymate 1 Fryer 1 Range 1 Stainless steel jacketed kettle 1 Stainless steel braising pan 1 Pressureless steamer 1 Water conditioner 1 . Exhaust Hood 1 Fire Protection system 1 Slicer 1 Mobile utility table 2 Prep tables w/o shelves 1 20 qt. Mixer+ 3 accessories 1 Mixer stand 1 Prep counter w/sinks 1 Pre -rinse unit 1 Disposer 1 Ice Maker 1 Water Filter 1 Utensil wash counter 2 Swing Faucets 1 Hose bib 1 Pre -rinse unit 1 Hot. Plate 1 Built-in fryer 1 Griddle EXHIBIT B ESTIMATED INVENTORY AS OF JUNE 12, 2006 THE CITY OF MIAMI RIVERSIDE CENTER MANUFACTURER Intermetro Intermetro Intermetro Vulcan -Hart Vulcan -Hart Vulcan -Hart Vulcan -Hart Groen Groen Groen Hako Vent Master Ansul Hobart Servolift Custom Hobart Servolift Custom Chicago Faucet Co. Salvajor Manitowoc Everpure Custom T & S Brass Chicago Faucet Co. Chicago Faucet Co. Wells Mft. Co. Wells Mft. Co. Wells Mft. Co. MODEL Metro Seal HD Solid? Super Erecta ETI-188T VF-90 VF-1 VR-2 DEE4-40 FPC/1-3 G G-3-S E-24 FS-300 CV-100-M R-102 1612 705 Custom A200 707 Custom 923GC 300 SA-6-1/2-ARSS GY-1204A CSR Custom B-209/EE 305-VB-R 923-GC 1-1-706 556 G-236 2006 COMMENTS Functioning Functioning Functioning Functioning Functioning Functioning Functioning Present Present Never Functioned Functions /.Hook-up is Karl's Functioning Functioning Functioning Functioning In Kitchen Functioning Functioning Present (Back South Wall) Present (Hand held faucet) not used Not functioning /outdated /replace not used Present (kitchen, right side) Present (kitchen, right side) Present (under sink) Replaced with Swing Faucent (right side) Functioning (grill area) Functioning (grill area) Functioning (grill area) 1 Refrigerated Base 1 Exhaust Hood 1 Grill counter 1 Faucet 1 Deli grill counter 2 Food warmer 2 Built -in -warner 2 Disli dispenser 1 Salad/beverage counter 2 Undercounter ice dispenser 1 Soft serve ice cream 2 Condiment counter Cup dispenser 2 Plate dispenser 3 Drop -in cup/glass dispenser 2 Water/chiller Dispenser 2 Cash counter 1 Cash register 1 Tray dispenser 1 Scrapping Table 1 Conveyor 2 Pre -rinse unit 1 Faucet 1 Disposer 1 Dishwashing machine 1 .Silver soak sink 1 Clean dish table 1 Electric booster water heater 3 Food Scale 1 Homs Food Scale 1 Don Food Scale 54 Large Metal Baking Sheets 2 Metal Mixing bowls 77 Metal Food Tray Warmers 9 Steel pots 11 Steel skillet 4 Deep fry baskets Hobart Vent Master Custom Chicago Faucet Co. Custom Hatco Wells Mft. Co. Servolift Custom Follett Taylor Freez Custom Servolift Servolift Servolift Filtrine Custom TEC Servolift Custom Caddy Chicago Faucet Co. Chicago Faucet Co. Salvajor Hobart Seco Custom Hatco Pelouze 1-Large & 1-Small (various sizes) UBA2 CV-200 Custom 50-E3-SWG Custom GRA-24 SS-206-ED 2AT6-STH Custom 15OUDB 750 Custom CD2X-C AT ADIF M-2-DIA Custom TCA-ST Custom 21-C 919 50-E3-SWG 500-SA-ARSS CRS-86 3474 Custom C-54 28 Functioning (grill area, bottom right drawer) Functioning (grill area) Functioning (grill area, whole counter) Functioning Functioning (grill area, under deli meats) Functioning (grill area, under deli meats) Functioning (grill area, under deli meats) Present (behind coke cooler, west wall) Present (North Wall) Under broken coke dispenser (s. wall) Not functioning (south wall, silver box) All counters on south wall Present (south wall, left) Present but not functioning or in use Two units near dining area (w/ microwave) Functioning One functioning /one moved to storage area on right (dishwasher room) Present not used Not functioning (d/w room) Not functioning (d/w room) Functioning In Dishwasher room /not used In Dishwasher room /not used In Dishwasher room /not used In Dishwasher room /not used (large box, 2 handles) Above d/w hood area Present - but not used Present Present Present Present Present Present Present Present 4 Plastic cafeteria trays 4 Chopping boards 3 StE--a bowl strainer 2 Steel strainers 1 Steel whisk 1 Steel grater 3 Coffee garafe 2 Large Aluminum Salt & Pepper shakers 5 Sm salt & pepper shakers 1 Thermo canister 3 Oil & Vinegar container 3 Salad bar scoop spoon 2 Crouton scoop spoon 9 Black salad bar tong 10 Stainless steel tongs 1 t_g Seashell shape bowl 1 Black plastic bowl round 1 Sni Seashell shape bowl 18 Black plastic trays (various sizes) 2 Lg black trays 2 Napkin holders 6 Stainless steel soup !addle 4 Plastic clear bowls 8 '.Plastic trays clear (various sizes) 7 irilLiStic lids ;Plastic clear buckets (2 Ig & 2 sm) 1 scooper 2 ?Lg wave design glass jar w/cork top :Trash receptacles 21 Bunn coffee maker 1 • 1Four slicer toaster 1 ;ice Tea Brewer Bunn-o-matic 1 Heavy Duty plastic snack display rack Coffee cups China (various colors & designs) 28 Tables 100 Chairs TL3-3 Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Present Storage room/not in use Present Present Present Present Present Present Present 'ELII151 I z1 1 J STL�C: � 'yr,zz �✓ G.re5Ra.2.. '379 /,• it 4. /Is' `2 7. II 327 IsiI r 1. �' III �, yob. '-: 7 r %• �I�r l� I � F f g , [ j,,rj MD ❑ fij nLej. TAT:, , 6= M. li Ili, 17A I . z ;/•laze I.a.?,asi • III 11 I I I I 3 111.11111111I 209 • ICE 7 '- �If'J i =D�� f3C.9 (3C9 I I .l I l I �� = pl.lhi Khl. •. 11_ I I rn i t u I I •S95 IZ 37 CGN rE2Ei..J� '..Oo/f • II I I Ij CO .MI=II _ J -Ge ;-; 3 j3131 .313 Pio 1.31- µenv 'l ;Z e._,.._. 3•r2 liallzAl },:Z.t. , u. Cam) '0 14 .a A1° . IA u lie t/ �Y 7 L \- \; IIL IIA 1�1 Tut ) 19QFJ 20 / €11 3Wr1J: 1-1 s-r=r) Cafeteria inventory Qty, Description Refrigerator Bar code # 003673 Refrigerator Double Door Bar Code # 10546 1 Double Door Freezer Bar Code# 10547 Oven Bar Cooe t 006E95 1 . Grill & Fryer .. - Stainless Steel Counter Vd/ Food -Display Stainless Steel 3 Hole Sink Stainless Steel Shelve Bar Code # 00033087 1 Stainless Steel Shelve 5 3 Level Stainless Steel 5he_ive 3x6 Table 3x4 Table 8 3 3x3 Table 4 4x8 Table J9 Chairs CARLOS A. MIGOYA City IVianager ADDENDUM NO. 2 BID NO. 226249 October 26, 2010 Request For Proposals for Concessionaire Services for the City of 6Viiani Riverside Center (MRC) Building & City of Miami Police Headquarters. Building TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, and clarifications, amend the Request for Proposal (RFP) documents of the above captioned RFP, and shall become an integral part of the Proposal/Contract Documents. Please note the contents herein and reflect same on the documents you have on hand. 1 Please be advised that, the City of Miami will be hosting a second Voluntary Pre -Proposal Conference on Tuesday, November 2, 2010 at the Miami Riverside Center (MRC) Building, 444. SW 2 Ave. at 10:00 AM and at the Miami Police Headquarters, 400 NW 2 Ave. at 11:30 AM. Please revise your documents to reflect these changes. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Sincerely, Kenneth Robertson Director of Purchasing CARL..C?S A. MIIiCDC.) ADDENDUM NO. 1 BID NO. 226249 October 1 2010 Request For C-'nc Aire Se for the City of f',/iiar?ni ..,.�Ll�� for Concessionaire i\, Ce� Riverside Center ((VIRC) Building & City of Miami Police Headquarters 3uiiding TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, and clarifications, amend the Request for Proposal (RFP) documents of the above captioned RFP, and shall become an integral part of the Proposal/Contract Documents. Please note the contents herein and reflect same on the documents you have on hand. Please be advised -that, as shown in Section 2.10, PRE --PROPOSAL CONFERENCE AND SITE VISIT, the address for the City of Miami Police Headquarters Building was listed incorrectly as 400 SW 2 Avenue. -It should read 400 NW 2 Avenue. 2) Please be advised that per Section 2.11, CONTRACT ADMINISTRATORS, for the Police Headquarters Building, the Contract Administrator for this contract will now be Lt. Albert Vila. Please revise your documents to reflect these changes. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Sincerely, Kenneth Robertson Director o Purchasing trp fi iK�1C iNconr ORATED 1896 \Q Mia Request for Proposals (RFP) Purchasing Department Miami Riverside Center 444 SW 2"d Avenue, 6," Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fl.us/procurement RFP Number: Title: Issue Date/Time: RFP Closing Date/Time: •Pre -Bid Conference: Pre -Bid Date/Time: Pre -Bid Location: Deadline for Request for Clarification: Buyer: Hard Copy- Submittal Location: Buyer E-Mail Address: Buyer Facsimile: 226249,4 RFP for Concessionaire Services for the • MRC Building & Police Headquarters 12-OCT-2010 06-DEC-2010 @ 13:00:00 Voluntary Tuesday, October 19, 2010 Monday, October 25, 2010 at 3:00 PM Byrnes, Terry City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US tbyrnes@ci.miami.fl.us (305) 400-5230 Page 1 of 40 Certification Statement Please quote on this form, if applicable, net prices for•the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be fine for a minimum of 120 days following the time set for closing of the submissions. 1n the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation; completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in. section l 8-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all infonuation contained in this submission is true; and we (1) further certify that this submission is made without prior understanding, agreement; or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terns and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: • SUPPLIER NAMF. ADDRESS' PHONE: FAX EMAIL: ,BEEPER - SIGNED BY. TITLE: DATE. FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISOUALTFY THIS ETD. Page 2 of 40 Certifications Legal Name ofFirnr: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Address, City, State, Zip, Cantact, Phone:: • Office Location: City of Miami, Miami -Dade County, or Other Occupational License Number: Occupational License Issuing Agency: Occupational License Expiration Date: Respondent certifies that (s) he has read and understood the provisions of City of Miami Ordinance No. 10032 (Section 18-105 of the City Code) pertaining to the implementation of a "First Source Hiring Agreement:": (Yes or No) Do you expect to create new positions in your company in the event your company was awarded a Contract by the City? (Yes or No) In the event your answer to question above is yes, how many new positions would you create to perform this work? Please list the title, rate of pay, summary of duties, number of positions, and expected length or duration of all new positions which night be created as a result of this award of a Contract. Veil] Subcontractor(s) be used? (Yes or No) Page 3 of 40 is this service contract a citywide contract? (Yes or No) If the above answer is no, please indicate the name of the city (end user) department that your contract will serve: Provide brief description of theproject or service to be provided Page 4 of 40 Line: 1 Description: Disregard this item. F:efer to RFP documents for instructions. Category: 96219-00 . Unit of Measure: Dollar Unit Price: S Number of Units: 1 Total: S; • Page 5 of 40 Request i . t'roposals (RFP) 226249;4 Table of Contents Terms and Conditions 1. General Conditions 7 1.1. GENERAL TERMS AND CONDITIONS 747 2. Special Conditions 2.1. PURPOSE 74 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 04 2.3. TERM OF CONTRACT 74 2.4. CONDITIONS FOR RENEWAL 74 2.5. NON -APPROPRIATION OF FUNDS 24 2.6. PROPOSERS MINIMUM QUALIFICATIONS 94 2.7. CONTRACT EXECUTION 74 2.8. FAILURE TO PERFORM 25 2.9. INSURANCE REQUIREI\MENTS 75 2.10. PRE -PROPOSAL CONFERENCE AND SITE VISIT 76 2.11. CONTRACT ADMINISTRATORS 76 2.12. CITY ACCESS TO FACILITY 76 2.13. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) 76 2.14. USE OF PREMISES 77 2.15. CONCESSION PERCENTAGE FEE 77 2.16. EMPLOYEES ARE RESPONSIBILITY OF SUCCESSFUL PROPOSER(S) 77 2.17. SAFETY MEASURES 77 2.18. TERMINATION 27 2.19. ADDITIONAL TERMS AND CONDITIONS 78 2.20. CHANGES/ALTEP.AT1ONS/ADDENDA 78 2.21. PLANNED IJAAINTENANCE SCHEDULE 28 2.22. PERFORMANCE REVIEW/INSPECTIONS 78 2.23. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 28 2.24. ADDITIONAL SERVICES 29 2.25. RECORDS 79... .. . .. . .. . . 2.26. TRUTH IN NEGOTIATION CERTIFICATE 2.27. OPTIONAL CONCEPTS 79 3. Specifications 31 3.1. SPECIFICAT1ONS/SCOPE OF WORK -. MiAMI RIVERSIDE CENTER (IvIRC) 31 3.2. SPECIFICATIONS/SCOPE OF WORK - POLICE HEADQUARTERS C_AFETERIA 34 4. Submission Requirements 37 4.1. SUBMISSION REQUIREMENTS . 37 5. Evaluation Criteria 40 5.1. EVALUATION CRITERIA a0 7 79 Paee 6 of 40 Request _-»roposals (RFP) 226249,4 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terns and Conditions described herein apply to the acquisition of Moods/equipment/services with an estimated aggregate cost of ,rn25,000.00 or more. Definition: A formal solicitation is defined as issuance of an invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal 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 City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. in the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City 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. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City 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 City further reserves the right to waive any irregularities or minor infonnalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.c..i.naiarni.f.us/procure.ment 1.5, ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (1) alternate response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the fonnal solicitation requirements. In order for the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate Response". ,Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies. 1.6. 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 City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - in connection with anv litigation mediation and arbitration arising out of this Contract, the prevailing part}' shall be entitled to recover its costs and reasonable attorney's fees through and including appellate litigation and any post judgment proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees s to provide access at all. reasonable times to the,City, or to any of its duly authorized representatives, to any books, documents; papers; and records of Contractor which are directly•pertnment to tlits'fornial solicitation, — for the purpose of audit, examination, excerpts, and transcriptions. The. •Suecessful Fidder/Proposershall maintain and retain any and all of the books, documents, papers and retOrds'jhertirientto the'Contract for Page 7 of 40 Request r....'roposals (RFP) 226249,4 three (3) years after the City makes 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 this contract by the City. 1.9. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or quasi-govermnental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not -for -profit or quasi-governmenta] entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terns and issue its own exemption certificates as required by the successful bidder(s)iproposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug -Free Workplace Programs. C. The award of this contract 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 the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department; will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, 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 tern of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while anew contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City 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) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warrant;' periods. G. The City 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 City unless otherwise specified. H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFL1, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the City's best interests. Such agreement will be furnished by the City, will contain certain termsas-are-in-the-C-its--s-best-interests;-and -will-be-subject-to-approval-as-to-legal-form-by the -city Attorney. 1.11. BID BOND/ BID SECURITY - A cashier's 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 City of Miami, for the aulouritbid is iequired.from aL bidders/proposers,--ifso indicated under the.,Special Conditions This. check,,, or bond Ptrarantees that a bidder/proposer will accept the order of contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award, Page 8 of 40 Request , ....proposals (RFP) 226249,4 contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after the award and successful 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. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - Al] forms should be completed: signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which"forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - Nand 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 City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its 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 City. Such samples are to be furnished after• formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. hi the event of bid/proposal cancellation, the Director of Purchasing shall notify al] prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capita] 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 have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay 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 City has no control. 1.18. 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 City of Miami's Purchasing 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 Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities-and-local-gouer-runents_at:e_subject_to_certain_laws.and_t:eeulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City 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_] 1246, which prohibits discrimination against any employ e applicant or client because of race, breed, color; national origin, sea;'or age with regard to, brit riot hiiiifed o; the' follow%ing employment practices, rate of pay or other compensation methods, and training selection. Page 9 of 40 Request i_ . 'roposals (RFP) 226249,4 E. Occupational, Safety and Ilealth Act (OSHA), as applicable to this F.ormal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFF'A), as applicable to this Fonmal Solicitation. I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of interest, City Code Section 2-61 1;61. K. Cone.of Silence, City Code Section 7 8-74. L. The Florida Statutes Sections 278.73 and 218.74 on Prompt Payment. M. First Source Hiring Agreement, City Ordinance No. 10032, as applicable to this Formal Solicitation. Implemented to foster the creation of new and permanent jobs for City of Miami residents; requires as a condition precedent to the execution of service contracts including professional services. Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance 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. 1.20. CONE OF SILENCE - Pursuant to Section 1 8-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, RFL1, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than S200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Potential. vendors, service providers, bidders,. lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Conunissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Connnission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2_2. of the Special Conditions); or communications in connection with the collection of industry conuuents or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office. of the City Clerk. which shall be made available to anv person upon request. Written conununications may be in the font of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code.gny person hailing personal knowledge of a violatin of these provisions shall report such violation to th State Attorney anti/or may file -a complaint with the Ethics Commmission: Proposeis or br_lders should reference. Section 7 8-74. of the City of Miami Code -for further clarification. Page 10 of 40 Request i _ .-roposals (RFP) 226249,4 This language is only a summary of the key provisions of the Cone of Silence. Please review City of' Miami Code Section ] 8-74 fora complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Forma] Solicitation, certify that to the best of their lmowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm. 1.23. COPYRIGHT OR PATENT RIGHTS.— Bidders/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 this formal solicitation, and bidders/proposers agree to hold the City hannless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work perfonned in connection therewith shall be borne by the Bi dder(s)/Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The - debannent shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment detennination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for conunission 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 antitrust statutes arising out of the submission of Bids or Proposals. (4) Violatiop of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of nonresponsibility. Such violation may include failure without good cause to perform in accordance with the tenns 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 regulat which the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any of i 'r city oidinarice of -which a civil penalty or fine is..due and owing to the city. on and for Page ] 1 of 40 Request; ...'roposals (RFP) 226249,4 (9) Any other cause. judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners orpersonnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager 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 parry's right to seek judicial relief. • 1.26. DEBARRED/SUSPENDED 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 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. 1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Bidder/Froposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Bidder/Proposer to meet any terns of this agreement, the City will notify the Bidder/Proposer of the default and will 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 required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perforni the work or deliver the goodsiservices 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. • E. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terns of the Contract. E. Becoming insolvent, being declared bankrupt, or corrnnitting any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of perfonning the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incuned 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 this Contract. 1.28. 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, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non -responsive. 129. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bid r(s)/Proposer(s) during the term of the contract: ' Such discounts shall t ernain m effect for a minimum of 120 days from approval by the City Conuni^sion Any_aiscounts ofr r d by_ a i ianuractut er to Bidder/Proposer will be passed on to the City. Page 12 of 40 Request ,....'foposals (RFP) 226249 4 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Forma] Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary; a written addendum will be incorporated in tiie Formal Solicitation and will become part•of the purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence — Any inconsistency in this 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 Terns and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation atthe price contained within vendor's response. Further, successful vendor shall deliveriperfonn for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and PFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the ternls and conditions contained in the Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of detennining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at.the. prices bid/proposed or at lower prices in this Fonnal Solicitation. 1.34. EVALUATION OF RESPONSES A..Rejection of Responses The City may reject a Response for any of the following reasons: 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder/Proposer mistates 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. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for al] or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. EIimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the —City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 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 City or deliver on time contracts of a similar nature. 3) A contract may not be aWarded to; :ny person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. Page J 3 of 40 Request , ..-)roposals (RFP) 226249,4 C. Determination of Responsibility 1.) Responses will only be considered from entities who are regularly enraged 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 perfonnance and integrity; and, -have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet al] 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 City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City 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. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed onthe Response and shall reference the section. Any exceptions to the Genetal or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terns and conditions of the resulting agreement it may lead to terminating • negotiations. • 1.36. F.O.E. 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. 1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain fine for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period of time. 1.38. FIRST -SOURCE HIRING AGREEMENT (Sec. 18-105) (a) The Commission approves implementation of the first -source hiring agreement policy and requires as a condition precedent to the execution of service contracts for facilities, services, and/or receipt of grants and loans, for projects of a nature that create new jobs; the successful negotiation'of first -source hiring agreements between the organization or individual receiving said contract and the authorized representative unless such an agreement is found infeasible by the city manager and such finding approved by the City Commission at a public hearing. (b) For the purpose of this section, the following terns, phrases, words and their derivations shall have the following meanings: Authorized representative means the Private industry Council of South Florida/South Florida Employment and Training Consortium, or its successor as local recipient of federal and state training and employment funds. Facilities means all publicly financed projects, including but without' limitation, unified development projects, municipal public works, and municipal improvements to the extent they are financed through public money services or the use of publicly owned property. Grants and loans means, without limitation, urban development action grants (UDAG), economic development agency construction loans, loans from Miami Capital Development, Incorporated, and all federal and state.grants administered by the. city. Service contraTtnnearrs eznntrars-fot' the procurement-of-sen'ices b5rthe-clry-which-include- professional services. Services includes, without limitation, public works improvements, facilities, professional services, commnodities, supplies, materials and equipment. • (c) The authorized representative shall negotiate each firstource hiring agreement•. -(d) The primary beneficiaries ofih2. first -source hiring agreemenf Shall'be'participants of the ii}%'? Pave 14 of 40 Request . _.»roposals (RFP) 226249 4 training and employment programs, and other residents of the city. 1.39. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that. employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractors) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the cunent established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPT-W, or a successor index: as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and•published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. • At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full • responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of • submitting•a response constitute successful bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increases) determination. 1.40. GOVERNING LAW AND VENUE - The validity and effect -of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this • Contract shall take place in Miami -Dade County; Florida. 1.41. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terns and provisions hereof. 1.42. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (Iikil) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are riot limited to: A. Use of infon nation 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 City of Miami 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 IIIII/PHI will be held confidential; E. Making Protected Health Information (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 PH1 available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. 'PHI shall maintain its protected status regardless of the font 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 the types of uses and disclosures that would be made with protected health information. 1.43. INDEMNIFICATION - The Contractor shall indemnify and save harmless forever the City, and all the City's agents, officers and employees from and against all charges or claims resulting from any bodily injury, loss of life, or damage to property from any act, omission or neglect, by itself or its employees; the Contractor shall become defendant in every suit brought for any of such causes of acti':nr agairist the City or the City's officials, agents and employees; the Contractor shall further indemnify City as to all costs, attorneys fees, expenses and.liabilities.incu.red in the defense.of any suchi claims and any resulting Page ] 5 of 40 Request ,...„'roposals (RFP) 226249,4 investigation. 1.44. INI+OI:MATION AND DESCRIPTIVE LITERATURE —Bidders/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 (IvISDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisry this provision. 1.45. INSPECTIONS - The Ciry may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the tenns and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and . inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 1227] (Section ] 8-79), as same may be amended or supplemented from time to time. 1.46. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 10 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be famished upon request via fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Web Site following recommendation for award. 1.47. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "insurance Requirements". The City shall be listed as an "Additional insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. 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. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt 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. • information regarding any insurance.requirements. shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 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 teams that may be granted to the Bidder/Proposer. 1.48. INVOICES - Invoices shall contain purchase order number and details of goods and/or sen'ices delivered (i.e. quantity, unit price, extended price, etc).; and in compliance with Chapter 218 or the Florida Statutes (Prompt Payment Act). 1.49. LOCAL PREFERENCE - City Code Section 1 S-85, states that the City Commission may offer to a responsible and responsive bidder/proposer, who maintains a Local Office, the opportunity of accepting a bid at the low bid amount, if the original bid amount submitted by the local vendor is not more than ten percent (10%) in excess of the lowest other responsible and responsive bidder/proposer. 1.50. MANUFACTURER'S CERTIFICATION -The City reserves the right to request from bidders/proposers a 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 contractiagreeiment-for vehiclethe-bidder/proposer-must--bear=full-liability. 1.51. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS A.ND CONTRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through the issuanc6 of a change order, addendum, amendment; or-stipplemerit to the. contract, purchase order or award sheet as appropriate. Page 16 of 40 Request ..,.'roposals (RFP) 226249,4 1.52. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of 1Viianhi and Contractor, or to create any other similar relationship between the parties. 1.53. NONCONFORMANCE 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 City. 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. Items delivered not conforming to specifications may be rejected and returned at Bidders/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 ma)' also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.54. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate' as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation: Furthermore, Bidder/Proposer agrees that no' otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability 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, religion; disability, age, sex, marital status or national origin. Al] persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.55. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such tunes as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (govenm-iental) 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 this formal solicitation does not constitute the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in.conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the tens, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.56. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City. of Miami shall meet their local Occupational License Tax requirements: A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.57. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.58. 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 City to the successful Bidder/Proposer pursuant to this formal sohcitanon dial] at all tines remain the property ofthe slhall not be used -by the Bidder/Proposer for any other purposes whatsoever without the written consent of the City. 1.59. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this 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 this Contract shall be valid and enforced to the fullest extent permitted by law.. Page 17 of 40 Request i__..'roposals (RIP) 226249,4 1.60. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (l 00%) of the contract price. 1.61. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. 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 sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, 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. Miami delivery inside City 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 state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the nnm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Bidders/Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format: Use of any other fonns.u'il] result in the.rejection of the response, IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.62. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of market change or on the part of the contractor to other customers shall be passed on to the City of hvi ami. 1.63. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavai]able.during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.64. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.65. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. '.`no. promptpaynientdiscountis'being offered, the Bidder/Proposei'must enterzero:'(0)foi the percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final Page 35 of 40 Request ; ,.roposals (REP) 226249,4 acceptance by the Citj', whichever is later. When the City is entitled to a cash discount, the period of computation will commence. on the. date of -delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is -authorized. if a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term of the contract. 1.66. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while. in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami . shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.67. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all Covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.68. PUBLIC ENTITY CRIMES - 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 response on a contract to provide any 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 responses 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 enti y in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.69. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida. Statutes;. and City of Miami Code; Section 18, •Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor's failure or refusal to comply with the provision of this section shall result in the inunediate cancellation of this Contract by the City. 1.70. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of.the latest make or inodel, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.71. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest qua1i except as otherwise specified in this Solicitation. 1.72. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Conunission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.73. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than S25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies haased upon breach of Contract, mistake nisr"epresentation'or'lacl: of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. Page 19 of 40 Request _ roposals (RFP) 226219,4 (b) Contract dispute decisions. if a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a" notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.74. RESOLUTION OF.PROTESTED SOLICITATIONS AND AWARDS (Sec. 1 f;-104) (a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed SS25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of genera] circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of -Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Reconunendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field; the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to receive the notice; or ii. Any actual'Responsive and Responsible Bidder whose Bid is lower than that of the reconnnended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with - the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. . iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, `rounds, documentation or evidence not contained -in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will.be.added to the above limits for service by mail. In computing an} p riod of time prescribe Of allowed by this section, the day of the act, event or defau_t from u,liicli the designate period oftirne begins to i-un shall not be includcd. The last day of the period so computed shall be included unless it s a Saturday,.Supday or legal holiday in which event the period shall run until the end of the next day which is Page 20 of 40 Request . Toposals (RFP) 226249;4 neither a Sanurday; Sunday or legal holiday. Intermediate Saturdays; Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve.protests. The Chief Procurement Officer shall have the authority; subject to the approval of the City Manager and the city attorney; to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Conunission within 30 days after he/she receives the protest. In cases involving more than S25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f); with the Chief Procurement Officer within the time provided in subsection (a); above; shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. • (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or S5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission; as applicable; the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of_payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.75. SAMPLES - Samples of items; when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing; bidders)/proposer(s) will be notified.to'reinove'samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples • becoming the property of the City. 1.76. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell; assign; transfer or subcontract at any time during the tens of the Contract, or any part of its operations; or assign any portion of the performance required by this contract; except under and by virtue of written pennission granted by the City through the proper officials, which may be withheld or conditioned; in the City's sole discretion. 1.77. SERVICE AND WARRANTY —When specified; the bidder/proposer shall define all warranty, service and replacements that wilt be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's -warranty, if applicable, should be submitted with your response. 1.78. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any • supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All•interpretations of these specifications shall be made upon the basis of this statement. If your r firm has a current contract with the State of Florida; Department of General Services, to supply the • items on f!.is'solicitation;•the bidder/proposer shall quotenotmore thau-the,'contactprice; •failuie:to comply with this request will result in disqualification of bid/;proposal. 1.79. SUBMISSION AND RECEIPT OF RESPONSES.- Responses shall be submitted electronically via - Page21 of40 Request . ..roposals (RFP) 226249,4 the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no award will be made at that time. A. Ilardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Ilardcopy responses received at any other location than the specified shall be deemed non -responsive. • Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO USI. USI SOUTEI TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN Alv4ERJCAN DR. CITY HALL IS AT THE END OF PAN AIvIERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: USI NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURD' LEFT, I BLOCK TURN RIGHT ON PAN Al\4ERICAN DR. CITY HALL IS AT THE END OF PAN- AIVLERICAN DR. PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection .of bid/proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. • F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. -Once a solicitation closes (closed date and/or time expires), the City will.not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.80. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer. 1.81. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the teens and conditions of the contract. B. The City has determined th-alTuch tenninatioimi11't5e-i -tlre be-stinreresr-oi-th-F--City-ta mrmi11ate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. _ 1.82. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award Page 22 of 40 Request `, roposals (RFP) 226249,4 specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt. of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74; Florida Statutes and other applicable law. 1.83. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.84. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.85.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- MI Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." Hale Response contains information that constitutes a "trade secret", all materia] that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your finm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of materia] in your Response as a "trade secret" you agree to indemnify and hold hamlless the City for any award to a plaintiff for damages, costs or attorneys fees and for costs and attorneys fees incurred by the City by reason of any legal action challenging your claim. 1.86. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidders)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.87. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising; sales promotion or other publicity materials containing .information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Conunission. 1.88. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 23 of 40 Request , .roposals (RFP) 226249,4 1 Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for Concessionaire Services for Miami Riverside Center Building (MRC) and Police Headquarters Building, as specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with the terms, conditions and stipulations of the solicitati on. 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATI ON/CLARIFI CATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Purchasing Department, Attn: Terry Byrnes, CPPB; fax: (305) 400-5230 or email: tbyrnes@ci_miami.fl.us. The solicitation title and number shall be.referenced.on all correspondence. All questions must be received no later than Monday, October 25, 20] 0 at 3:00 PM. All responses to questions will be sent to all prospective bidders/proposers in the form on an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 2.3. TERM OF CONTRACT . The Contracts shall commence upon the date of notice of award and shall be effective fpr five (5) years with the option to extend for one (1) additional five (5) years period, subject to the availability of funds for succeeding fiscal years. Continuation of the Contracts beyond the initial period is a City prerogative; not a right of the Successful Proposer(s). This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.4. CONDITIONS FOR RENEWAL Each. renewal .of this. contract is. subject to. the following: a) continued satisfactory performance compliance with the Specifications, terns and conditions established herein and b) availability of funds. 2.5. NON-A.PPROPR.IATION OF FUNDS In the event no funds or insufficient Rinds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Successful Proposer or their designee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense. No guarantee, warranty or representation is made that any particular project(s) will be awarded to any finm(s). 2.6. PROPOSERS MINIMUM QUALIFICATIONS Each company interested in responding to this Request for Proposals (RFP) must provide the information on the company -Ls- quallfi Cations -and -experience -qualifications -of the—Owner(-s)/Rriiacipal( s);-Business Manager's experience, and previous similar food service facilities owned/operated as described is: Section 3.0., Specifications/Scope of Work and Section 4.0, Submisson Requirements, for each type of unit described. 2.7. CONTRACT EXECUTION Page 24 of 40 Request ice. Proposals (RFP) 226249,4 The selected Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation, shall be awarded an opportunity to negotiate a contract ("Contract") with the City. The Cite reserves the right to execute or not execute, as applicable a Contract with the selected Proposer(s) that is determined to be most advantageous and in the City's best interest. Such Contract will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 2.8. FAILURE TO PERFORM Should it not be possible to reach the Successful Proposer or its Supervisor and/or should remedial action not be taken within twenty-four (24) hours of any failure to perform according to Specifications, the City reserves the right to declare Successful Proposer in default of the contract. 2.9. INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS: IvIIAMI RIVERSIDE CENTER (MRC) CAFETERIA AND MIAIvI1 POLICE HEADQUARTERS CAFETERIA 1. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury Damage to Rented Premises B. Endorsements Required S1,000,000 S 2,000,000 S1,000,000 S1,000,000 S 100,000 City of Miami included as an additional insured • Contingent Liability Premises & Operations Liability E. Business Automobile Liability A. Limits of Liability Bodily injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Bon -owed or Non -Owned Autos Any One Accident S 300,000 B. Endorsements Required City of Miami included as an additional insured ut Worker' Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employers Liability • - A. Limits of Liability Page 25 of 40. Request 1,,.-1roposals (REP)• 226249,4 Si] 00,000 for bodily injury caused by an accident, each accident. Si 00,000 for bodily injury caused by disease, each employee S500,000 for bodily injury caused by disease, policy limit IV. Property Coverage The licensee shall maintain business personal property coverage insuring against all risk of direct physical loss, including coverage for windstorm and hail, and flood if applicable. The coverage should be written on a full replacement cost with maximum deductibles of S 1,000 all other perils, and 5% wind and hail. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Bests Insurance Guide, published by A.M. Best Company, Oldwich, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 2.10. PRE -PROPOSAL CONFERENCE AND SITE VISIT Potential Proposers are strongly encouraged to attend the Voluntary Pre -Proposal Conference and Site Visit, which will occur on Tuesday, October 19, 2010, at Miami Riverside Center (MRC) Building, 444 SW 2 Ave. at 10:00 AM and Miami Police Headquarters, 400 SW 2 Ave. at 11:30 AM. A discussion of the requirements of the solicitation will occur at that time. Each potential Proposer is required, prior to submitting a Proposal, to acquaint itself thoroughly with any and all conditions and/or requirements that may in any manner affect the work to be performed. No allowances will be made because of lack of knowledge of these conditions. The purpose of the pre -proposal conference is to allow potential Proposers an opportunity to present questions to staff and obtain clarification of the requirements of the solicitation documents. 2.11. CONTRACT ADMINISTRATORS Upon award, Successful Proposer(s) shall report and work directly with Peter Kendrick, for the MRC and Officer Martin Garcia for the Police Headquarters Building, who shall be designated as the Contract Administrators for their respective facilities. 2.12. CITY ACCESS TO FACILITY The City and its authorized representatives shall have, at al] times, access to the areas assigned to the Successful Proposer(s)/Concessionaire(s). City will maintain a complete set of keys to the concession facility. Successful Proposer(s)/Concessionaire(s) shall inunediately provide keys to the City for any new equipment or key changes. Key changes must be approved in advance by the applicable Contract • Administrator(s). 2.13. SUI3CONTRACTOR(S) OR SUBCONSULTANT(S) A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or fine contracted by the Proposer or Proposer's firm to assist in the performance of services required under this Solicitation. A Sub -Contractor shall be paid through Proposer or Proposer's finn and not paid directly by the City.. Sub -Contractors are allowed by the City in the pe,rfonmanc of the services :delm ated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in th e. performance of required services. The City retains the right to accept or reject any Sub -Contractors Page 26 of 40 Request ,,,. -Proposals (RFP) 226249,4 proposed in the.response of Successful Proposer or prior to contract execution. Any and al] liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for each Sub -Contractors must be maintained in good standing and approved by the City throughout the duration of the Contract Neither Successful Proposernor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed Sub -Contractors from performing work under this Solicitation. Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successful Proposer, the Successful Proposer shall provide -a list confirming the Sub -Contractors that the Successful Proposer intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any contract that may result fin] this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. 2.14. USE OF PREMISES The Successful Proposer shall confine equipment, apparatus, the storage of materials, and the operation of employees to the limits indicated by law, ordinances, permits, or direction from the City Contract Administrators, and shall not unreasonably encumber the premises with the same. The Successful Proposer(s) shall take all measures necessary to protect its own materials and equipment. 2.15. CONCESSION PERCENTAGE FEE Commencing from contract conunencement date and on or before the loth day of each calendar month thereafter during the Tenn, Successful Proposer (Concessionaire) will agree to pay the City a Monthly Gross Revenue Percentage Fee from Cafeteria Services, Vending Machines, Catering of City Sponsored factions and non -city sponsored catering functions. Said amounts will be listed in a "hard copy" RFP submission and as per Section 3.0, Specifications/Scope of Work. for each facility. Within ten (10) days after the end of each calendar month, Successful Proposer(s) shall deliver to City a written Gross Revenue Report of revenues generated during the preceding calendar month, on forms approved by the City.. This report shall be signed by Successful Proposer(s) (Concessionaire) certifying as to the accuracy of such Gross Revenues. 2.16. EMPLOYEES ARE RESPONSIBILITY OF SUCCESSFUL PROPOSER(S) All employees of the Successful Proposer(s) shall be considered to be, at all times, the sole employees of the Successful Proposer(s) under its sole direction and not an employee or agent of the City. The Successful Proposer(s) shall supply competent and physically capable employees. The City may require the Successful Proposer(s) to remove an employee the City deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment under this contract is not in the best interest of the City. Each employee shall have and wear proper identification. 2.17. SAFETY MEASURES Successful Proposer(s) shall take all necessary precautions for the safety of employees, and shall erect and properly maintain at all times all necessary safeguards for the protection of the employees and the public. - Danger signs warning against hazards created by its operation and work in progress must be posted. 2.18. TERMINATION A. - FOR DEFAULT If Successful Proposer defaults in its performance under this Contract anddoes i__it cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Successful Proposer shall be Page 27 of 40 Request ice. -Proposals (RFP) 226249,4 liable for damages including the excess cost of procuring similar supplies or services: provided that if, (7) it, is determined for any reason that the Successful Proposer was not in default or (2) the Successful Proposer's failure to perform is without its control, fault or negligence, or that of its Sub -Contractor's, the termination will be deenied to be a tennination for convenience by the City of Miami. B. FOR.CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when in the best interest of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for convenience by the City of Miami the Successful Proposer will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so tenminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.19. ADDITIONAL TERMS AND CONDITIONS No additional teams and conditions included with the Proposal response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this Proposal. 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 and Special Terms and Conditions in this Proposal are the only conditions applicable and that the Proposer's authorized signature"affixed to the Proposers acknowledgment form attests to the same. • 2.20. CHANGES/ALTERATIONS/ADDENDA Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. Any changes to the RFP requirements will be made by written addenda by the City and shall be considered part of the RIP. Upon issuance, such addenda shall be incorporated into the agreement documents, and shall prevail over inconsistent provisions of earlier issued documentation. 2.21. PLANNED MAINTENANCE SCHEDULE Provide a schedule detailing your daily, weekly or monthly maintenance schedule for the following areas which must be maintained: a) Indoor and outdoor (if applicable) seating area (now many times daily and/or weekly) b) Kitchen equipment (weekly/monthly) with information about examples of anticipated equipment maintenance agreements, Grease traps, etc. 2.22. PERFORMANCE REVIEVi//INSPECTIONS The Contract Administrator(s) or designee(s) will conduct Perfonnance Reviews and Inspections with the Concessionaire's Manager at least once yearly to review all aspects of Concessionaire's performance and to examine the Concessionaire's maintenance of all areas. The Concessionaire shall present to City operational issues, improvements and financial results and disclose any damages or repairs performed on the Premises. 2.23. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (]) Solicitation issued.' • (2) P eceipt of responses • (3) Opening and listing of all responses received Page 28 of 40 Request i,...i'roposals (RFP) 226249,4 (4) Purchasing staff will review each submission for compliance with the submission requirements of the Solicitation, including verifying that each submission includes all documents required. (5) An Evaluation Committee, appointed by the City Manager, comprised of appropriate City Staff and members of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to evaluate each response in accordance with the requirements of this Solicitation and based upon the evaluation criteria as specified herein. (6) The Evaluation Committee reserves the right, in its sole discretion, to request Proposers to make oral presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the convenience of the Evaluation Committee and shall be recorded. (7) The Evaluation Committee reserves the right to rank the Proposals and shall submit its recommendation to the City Manager for acceptance. if the City Manager accepts the Committee's recommendation, the City Manager's recommendation for award of contract will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Reconunendation of Award To fields. If "various" is indicated in the Reconnihendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. The City Manager shall make his recommendation to the City Commission requesting the authorization to negotiate and/or execute an agreement with the recommended Proposer(s). No Proposer(s) shall have any rights against the City arising from such negotiations or termination thereof. (8) The City Manager reserves the right to reject the Comunittee's recommendation, and instruct the Committee to re-evaluate and make another re-conunendation, reject all proposals, or recommend that the City Commission reject all proposals. (9) The City Commission shall consider the City Manager's and Evaluation Committees' recommendation(s) and, if appropriate and required, approve the City Manager's recomnendation(s). The City Commission may also reject any or all response. (l 0) If the City Commission approves the recommendations, the City will enter into negotiations with the selected Proposer(s) for a contract for the required services. Such negotiations may result in. contracts, as deemed appropriate by the City Manager. (11) The City Commission shall review and approve the negotiated Contract with the selected Proposer(s). 2.24. ADDITIONAL SERVICES Services not specifically identified in this request may be added to any resultant contract upon successful negotiation and mutual consent of the contracting parties. 2.25. RECORDS • During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall provide City access to all files and records maintained on the City's behalf. 2.26. TRUTH IN NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Successful -Proposer shall act as the execution of truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting Agreement are accurate, complete, and current at the time of contracting. The original contract pnce and any adatfions herefo shall be adiusfR to exclude any significant sums by which City determines the contract price was increased due to inaccurate, incomplete, or non-cur,-ent wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the Agreement. 2.27. OPTIONAL CONCEPTS Page 29 of 40 Request h . -i roposals (RFP) 226249,4 As part of this RFP and as the City is receptive to new and innovative ideas, the City is providing the option and opportunity for any of the Proposers to propose and submit concepts or ideas that are innovative and provide for more effienct Cafeteria Concession Services to the City. Page 30 of 40 Request . ,'roposals (RFP) 226249,4 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK - MIAMI RIVERSIDE CENTER (MRC) The following is the Scope of Work for the Miami Riverside Center Building (1MIRC). Prospective proposers can propose on one or both locations: 3.1.1. Specifications/Scope of Work for Concession at the Miami Riverside Center (MRC) Located on the harts of the Miami River, the Miami Riverside Center (IvIRC) is a state of the art office facility. The primary service to be provided by the Successful Proposer is exclusive rights to operate the cafeteria (See floor plan attached as Exhibit B in Fleader/Attachments Section). Patrons of its cafeteria are able to enjoy either indoor or outdoor seating while enjoying views of the riveifront. The cafeteria's total *ross area (including serving, cooking and dining areas) is approximately 5,268 square feet. The potential pool of guests includes the approximate 700 employees located at the MRC and an average building visitor population of approximately 800 per day. The selected proposer will be required to serve breakfast and - lunch, Monday through Friday, excluding federal holidays. The hours of operation for the public are from 7:00 anp to 3:00 pm. Access by the Successful Proposer of the kitchen for use in catering can be negotiated for up to 24 hours a day, based on reasonable service needs. A sample concession agreement is included in the Header/Attaciunents Section as Exhibit. A. Services outlined herein under Subsection 3.1.2. Cafeteria Operations and Subsection 3.1.3. Vending Machine Operations are a requirement of this Scope of Work. Subsection 3.1.4. Catering Service is an optional service. The goal of the City is to Contract with the best qualified Proposer who will manage a food service operation wherein the food quality, nutritional balance, quantity, variety, service, organization, experience of the Proposer, and the economy of price to the consumer are primary considerations. Sub -Sections of this Section describe in more detail what is expected of the Proposer. The food services shall be centered in cafeteria sales. Subject to review of cart design and location, the City would consider allowing the Proposer to utilize a vending cart for coffee and/or pastries outside the building, but not in the lobby. The cafeteria is a multiple station system which includes a deli line, hot line, salad bar, grill line and hot and cold beverages. The kitchen will be supplied with City -owned equipment sufficient for the Proposer to operate the cafeteria business. The maintenance of the City's equipment is the sole responsibility of the Successful Proposer, including the grease traps and the ventilation hoods. If the Successful Proposer makes - improvements to the City's equipment _or any additions, they shall first negotiate with the City in. advance to determine which party shall be credited for said improvement, if at all, or own said addition at the termination of the Contract. 3.1.2. MRC Cafeteria Operations The Proposer shall offer both breakfast and lunch menus containing tasty, wholesome and nutritional foods under clean and sanitary conditions. Menu items shall also include variation and consider the ethnic and cultural diversity of the employees who work in the facility. During the tens of the Contract, the Proposer shall make its best efforts to be responsive to consumers' demands and•shall make modifications to the menu as necessary. The following are basic facts of the cafeteria 'operation. Days of Operation: Monday through Friday, excluding federal holidays Hours: 7:00AM - 3:OOPM • (required) Indoor Seating: approximately 100 Outdoor Seating: approximately 42 Gross Area: approximately 5,268 s/f. Employees needed: approximately 7 — 10. In order to market the cafeteria operations, the City may allow signage to be added in the lobby area subject to review as to design, size and location. The signage would be placed at the concessionaire's sole cost. From the period beginning February 2008 and ending February 2010, the average gross monthly sales for the cafeteria and the vending operations were S10,854.19 and S275 25, respectively. The highest reported gross monflily sa es f6 the cafeteri5 urmg this same period were S13,639.41; the lowest Gross sales were S8,869.31 (See Report in Header/Attachments Section). 3.1.3. Vending Machines Operations The Successful Proposer will have an exclusive right to provide food and beverage vending machines for. MRC (an exception to the exch- sivity is that some departments may supply their Own coffee rnachins in their ;respective department's space). Vending machines will be located throughout the Premises and shall be available 24 hours a day, 7 days a week. Proposer shall make recommendations on the types and Page 31 of 40 Request,... ?roposals (RFP)"226249,4 number of machines. Placement of the machines is limited to a small room adjacent to the freight elevator. Only two machines can be accommodated on each floor. No machines shall be located on the first floor. All vending machines installed on the Premises shall be provided by Proposer and will remain the Proposer's property or that -of the sub -contractor. They shall at all. times be stocked with fresh snacks and beverage products and maintained in good mechanical condition. Upon commencement of the Contract, all machines shall be new (or like new) and shall be able to accept dollar bills. Machines must be equipped with vending meters to monitor sales. Malfunctioning machines shall be replaced or returned to functioning service within 48 hours of notification of the malfiunction. 3.1.4. Services To Be Performed At MRC Cafeteria Services to be provided by the Successful Proposer, at n minimum, shall include, but not be limited to the following: A. Provide. al] food, beverages, supplies, materials, organization, staffing and supervision necessary for the operation of cafeteria services. E. Warrant that all food and beverages dispensed or served shall, in al] respects, be suitable for human consumption and, in particular, shall confonn to any and federal., state, county and local health laws which relate to it. C. Provide and replace, as necessary, all short life small wares including, but not limited to, all paper products, plastic ware, silverware, dishes, glasses, cups, bowls cookware, cooking utensils, servicing utensils, uniforms, tablecloths, trays, laundry items; and cleaning supplies. D. Provide food services of the highest quality, which shall include a variety of nutritious foods, vegetarian entrees and special ethnic specialties at reasonable prices. It is the intention of the City that all matters such as prices, portions, and quality of food and beverage shall be the same as, or better than, that available in comparable cafeterias in the Greater Miami area. Daily specials are encouraged. E. Dispose properly and in compliance with all local regulations regarding cooking oils and/or grease . and other such items not considered for placement in a landfill. Daily disposal of all cafeteria debris/trash into the City's dumpsters. F. Successful Proposer and its employees shall adhere to all.city, county, state, and federal regulations regarding food handling and provision of food services. G. Ensure that all products listed on the menu board for consumption will be available for sale in • sufficient quantities to meet expected demands. I1. Shall assume all operating costs,.retain all receipts and be responsible for payment of all labor, food, operating supplies, and all other general administration expenses. I. Shall be responsible for cleaning all areas of the Cafeteria Concession facility operations. Custodial services and cleaning supplies for the kitchen and dining area .shall be the responsibility of the Successful Proposer. This includes wiping al] tables and chairs, daily cleaning of microwave and kitchen.equipment, walls and floor tiled areas using a safe method for grease removal without damaging the equipment and building surfaces, trash canisters, trash liners, and daily disposal of all cafeteria debris into the City's dumpsters. J. Shall ensure that its operation is maintained in a clean and sanitary condition throughout the hours of operation. Shall maintain and keep, at its sole cost and expense, fixtures, equipment and personal property, whether owned by the Proposer, the City, or third parties, in all areas of the Cafeteria and other areas designated for its use, in a clean and sanitary condition satisfactory to the City. K. Shall, at its sole cost and expense, comply with all federal, state, and local laws, statutes, ordinances and regulations, rules, rulings policies, orders and administrative actions including, without limitation, any hazardous 1viaterials Laws relating to industrial hygiene, environmental or other hazardous, contaminated or polluting materials, substances or wastes, and shall comply with all conditions of any and all permits, licenses, and other govenumental and regulatory approvals relating to the Proposer's use of any hazardous materials. L. Maintain all cafeteria areas in an appropriate manner to eliminate any leakage from any liquid, such as ice, grease, and other such occurrences. M. Provide all pest control services in the Cafeteria. N. Be responsible for training all food and beverage personnel, with special attention made to select staff that is personable, se,v*ce-oriented, diverse, and conunitted to the satisfactory service. Page 32 of 40 Request ,. _ Proposals (RFP) 226249,4 O. Shall render all services in a professional manner to all individuals regardless of race, color, creed, age, sex, disability, marital status; or national origin. P. Provide an adequately trained diverse staff for the provision of the food services, trained in food handling, staff shall be clean and free from any communicable disease. Employees of the Successful Proposer should be appropriately uniformed when performing their work assignment at the facility. The term appropriate uniform is interpreted to include all apparel, visible nametags, hats, hairnets, etc. Q. Successful Proposer and its employees shall adhere to all city, county, state, and federal regulations regarding food handling and provision of food services. R. Shall recruit, train, supervise, direct, discipline, and if necessary, discharge any and all personnel working in the cafeteria employed by the Successful Proposer. S. Shall provide a sufficient number of microwave ovens, in good working order, for use by City employees bringing their lunch to the Cafeteria. Microwave ovens shall be cleaned daily, and more frequently, if necessary. T. Shall not distribute campaign or political literature of any kind in the cafeteria. U. Shall furnish and remove all decorations and promotional material for merchandising in serving and dining areas. V. At all times, during the terin of the Contract, the Successful Proposer, at its cost and if needed, shall repair, replace and/or maintain all cafeteria equipment and furnishings according to reasonable standards acceptable to the City. Documentation of said repairs or replacements shall be maintained and provided to the City. V1. Shall be responsible for any and all damage to the facility or property resulting from its operation, which shall be promptly repaired by the Successful Proposer at its own expense. X. Shall be responsible for the provision, installation, repair and preventive maintenance of all food service equipment necessary to operate the Cafeteria Concession Facility, to include but not limited to, grease trap maintenance, pump -out and hauling as needed. Y. Shall not make or permit to be made any construction, repairs, alterations, additions, partitions or changes to the Cafeteria without the prior written consent of the City. Z. Shall maintain accurate and complete financial records in a manner approved by the City, and shall be subject to inspection by various departments/offices of the City. Shall provide and maintain a record and account of all Gross Revenues arising or accruing by virtue of its operations conducted, including sales slips, cash register tapes, bank statements or duplicate deposit slips, mail orders, settlement report sheet of transactions. Shall submit a monthly statement of gross revenues to the City. Must provide point of sale machines or such other cash registers or accounting control equipment deemed reasonable necessary for proper control of cash and payments. AA. Responsible for collecting and remitting all applicable local, state and federal taxes. BB. Shall keep the Cafeteria free and clear of any liens and encumbrances. CC. The City will provide Successful Proposer with storage space for its products and supplies and the security of its contents will be the responsibility of the Successful Proposer. • DD. The City will provide Successful Proposer's employees with free parking. 3.1.5. Catering Services (optional) Catering service would reouire the Proposer to provide varying combinations of food and beverages to private group functions (meetings, luncheons, trainings) which take place in conference rooms or other open space in or around the Miami Riverside Center (h4RC) Building. All equipment related to catering would be provided by the Successful Proposer. If the Proposer chooses to offer this service as part of the Services, it must have adequate resources (e.g. personnel and equipment) to process catering orders, deliver to user locations and set-up on time, provide reasonable cleanup of areas used by it during catering functions pa-tic]y as i±srelates to spills and cleanup of cooking and serving areas, and assure timely retrieval of catering equipment from the serviced locations. Furthermore, the catering service shall not negatively impact the service dedicated to the cafeteria operations. - Thetare no exdlusive rights to catering on these Premises (i.e. another company May be specifically invited to provide food for office functions). Off -site catering to other City=facilities•or City -sponsored events is permitted. The Successful Proposer may uae City facilities for catering non -City functions off -site•. • - Page 33 of 40 Request ins r'roposals (RFP) 226249,4 but only after receiving expressed written consent.of the Director of the City's Department of Public Facilities/Asset Management. The City will consider such activities only after having additional information regarding the operating hours, impact on use of City equipment, fees to the City, and impact of the prinhary food service operation, i.e. the cafeteria. Such.approval may be in the form of an advance blanket approval for certain sized or timed events (such as those occurring on the weekend for example). . 3.2. SPECIFICATIONS/SCOPE OF WORK - POLICE HEADQUARTERS CAFETERIA The following is the Scope of Work for tlhe Miami Police headquarters Building. Prospective proposers can propose on one or both locations: 3.2.] Specifications/Scope of Work for Concession at the Miami Police Headquarters The City ofMiami ("City") is seeking Proposers ("Proposers") for the operation of a Cafeteria Concession Facility ("Concession Facility") located at the Miami Police Department ("Department"), 400 N.W. 2 Avenue, 3rd Floor, Miami, Florida 33128 (See floor plan attached as Exhibit C in the Header/Attachments Section). The Miami Police Department Cafeteria caters to both employees of the facility, visitors, and faculty of the Law Enforcement Memorial High School and attendees at the College of Policing both located at an .adjacent building. 3.2.2 Police Cafeteria Operations The Cafeteria shall operate Monday through Friday between the hours of 6 a.m. to 6 p.m., except Holidays (schedule to be provided). In addition to providing nutritional daily food service, the City may request catering and food service for special events. The Successful Propose: shall provide breakfast and lunch meals to both employees and visitors. These meals include hot entrees, deli selections, salads, hot and cold beverages, breakfast sweets, hot and cold cereals, fruit and dessert. The Successful Proposer shall provide a variety of food that not only appeals to all segments of the building population, but that will also benefit cafeteria users and comply with USDA accepted health and nutrition standards. The Successful Proposer shall conduct the food service in such a manner that will ensure compliance with the rules and regulations of the local health authority. The City of Miami shall provide in "as is" condition all food service equipment and facilities presently on the premises to Successful Proposer at no charge. The City has provided the Proposer with an inventory list of all food service equipment in the premises (See Exhibit "C", Police Headquarters Cafeteria Drawing in the Header/Attachment Section). Successful Proposer does have the option to replace said equipment, at its own cost, upon written approval of the City ofMiami. 3.2.3 Vending Machine Operations Vending operations are not part of the Police Department contract. 3.2.4 Services To Be Performed At Police Headquarters Cafeteria Services to be provided by the Successful Proposer, at a minimum. shall include, but not be limited to .the following: A. Provide all food, beverages, supplies, materials, organization, staffing and supervision necessary for the operation of cafeteria services. B. Provide food services of the highest quality, which shall include a variety of nutritious foods, vegetarian entrees and special ethnic specialties at reasonable prices. It is the intention of the City that all matters such as prices, portions, and quality of food and beverage shall be the same as, or better than, that available in comparable cafeterias in the Greater Miami area, Daily specials arc encouraged. C. Ensure that all products listed on the menu board for consumption will be available for sale in sufficient-quantities-tcr neet-expected-demands. D. Shall assume all operating costs, retain all receipts and be responsible for payment of all labor, food, operating supplies, and all other general administration expenses. E. Vdarrant that al] food and beverages dispensed or served shall, in all respects, be suitable for human consumption and, in particular, ::hall conform to any and federal, state, county and loca] health laws v.'hich relate to it. F. Provide and replace, as necessary, all short life small wares including, but not limited to, all paper Page 34 of 40 Request 1,,-rloposals (RIP) 226249,4 products, plastic ware, silverware, dishes, glasses;. cups, bowls cookware, cooking utensils, servicing utensils, uniforms; tablecloths, trays, laundry items, and cleaning supplies. G. Shall be responsible for cleaning all areas of the Cafeteria Concession facility operations. Custodial services and cleaning -supplies for the -kitchen and dining area shall be the responsibility of the Successful Proposer. This includes wiping all tables and chairs, daily cleaning of microwave and kitchen equipment, walls and floor tiled areas using a safe method for grease removal without damaging the equipment and building surfaces, trash canisters, trash liners, and daily disposal of all cafeteria debris into the City's dumpsters. H. Shall ensure that its operation is maintained in a clean and sanitary.condition throughout.the hours of operation. Shall maintain and keep, at its sole cost and expense, fixtures, equipment and personal property, whether owned by the Proposer, the City, or third parties; in all areas of the Cafeteria and other areas designated for its use, in a clean and sanitary condition satisfactory to the City. 1. Shall, at its sole cost and expense, comply with all federal, state, and local laws, statutes, ordinances and regulations, riles, rulings policies, orders and .administrative.actions including, without limitation, any hazardous Materials Laws relating to industrial hygiene, environmental or other hazardous, contaminated or polluting materials, substances or wastes, and shall'coMply With" all conditions of any and all permits, licenses; and other governmental and regulatory approvals relating to the Proposer's use of any hazardous materials. J. Dispose properly and in compliance with all local regulations regarding cooking oils and/or grease and other such items not considered for placement in a landfill. K. Maintain all cafeteria areas in an appropriate manner to eliminate any leakage from any Iiquid, such as ice, grease, and other such occurrences. L. Provide all pest control services in the Cafeteria. M. Be responsible for training all food and beverage personnel, with special attention made to select staff that is personable, service -oriented, diverse, and committed to the satisfactory service of the Department. Successful Proposer's employees will be subject to a background investigation by the Ciry. Successful Proposer must ensure that it shall not employ any person to work in the cafeteria who cannot satisfy said background investigation. All employees of the Successful Proposer will be subject to a mandatory background and fingerprint check; in accordance with F.S.S.1012.465 - Jessica Lunsford Act. All background checks will be conducted by the Miami Police Department, at no cost to the Successful Proposer, prior to the assigrunent of the Successful Proposer's employees to the Cafeteria Concession Facility located at the Miami Police Department. The Successful Proposer shall furnish, upon notification of award, a list of its employees who will be assigned to work at the Cafeteria Concession to include their name(s), date of birth, social security number, and copy of the employees' valid Florida Driver's License, and/or Florida Identification Card, and/or any other proof of identification, as requested. N. Shall render all services in a professional manner to all individuals regardless of race, color, creed, age; sex, disability, marital status, or national origin. 0. Provide an adequately trained diverse staff for the provision of the food services, trained in food handling; staff shall be clean and free from any communicable disease. Employees of the Successful Proposer shall be appropriately uniformed when performing their work assignment at the facility. The term appropriate uniform is interpreted to include all apparel, visible nametags, hats, hairnets, etc. P. Successful Proposer and its employees shall adhere to all city, county, state, and federal regulations regarding food handling and provision of food services. Q. Shall recruit, train, supervise, direct; discipline, and if necessary, discharge any and all personnel working in the cafeteria employed by the Successful Proposer. R. Shall provide a sufficient number of microwaves,. in good working order, for use by City employees bringing their lunch to the Cafeteria-lvlicrowaves-shall-be,-oleaned-Bail}-and-more-frequently, i; necessary. S. Shall not distribute campaign or political literature of any kind in the cafeteria. T. Shall furnish and remove all decorations and promotional material for merchandising in serving and dining areas. U. At all times during"tire tenn of -the Contract; the Successful Proposer, at its cost and if needed,.shall repair, replace and/or maintain all cafeteria equipment and furnishings according to reasonable standards acceptable to the City. Documentation of said repairs or replacements shall be maintained and provided to . Page 35 of 40 Request lu;-i'roposals (RFP) 226249.4 the City. V. Shall be responsible for any and all damage to the facility or property resulting from its operation, which shall be promptly repaired by the Successful Proposer at its own expense. W. Shall be responsible for the provision, installation, repair and preventive maintenance of all food service equipment necessan' to operate the Cafeteria Concession Facility, to include but not limited to, grease trap maintenance, pump -out and hauling as needed. X. Shall not make or permit to be made any construction, repairs, alterations, additions, partitions or changes to the Cafeteria without the prior written consent of the City. Y. Shall maintain accurate and complete financial records in a manner approved by the City, and shall be subject to inspection by various departments/offices of the City. Shall provide and maintain a record and account of all Gross Revenues arising or accruing by virtue of its operations conducted, including sales slips, cash register tapes, basil; statements or duplicate deposit slips, mail orders, settlement report sheet of transactions. Shall submit a monthly statement of gross revenues to the City. Must provide point of sale machines or such other cash registers or accounting control equipment deemed reasonable necessary for - proper control of cash and payments. Z. Responsible for collecting and remitting all applicable local, state and federal taxes. AA. Shall keep the Cafeteria free and clear of any hens and encumbrances. BE. The City will provide Successful Proposer with storage space for its products and supplies. Such space is located on the 3rd Floor of the Miami Police Depamment Headquarters Building, .and the security of its contents will be the responsibility of the Successful Proposer. CC. The City will provide Successful Proposer's employees with free parking in the Police Department garage. 3.2.5 Catering Services (Mandatory) The use of the cafeteria will be exclusive to the Successful Proposer due to security issues and catering will be conducted only for in-house fmtions. Use of this facility for off -site catering is not permitted. Should a meeting or special event occur during or outside the normal operating hours requiring the opening of the cafeteria, the City will provide the Successful Proposer with sufficient advance notice of said meeting or special event. The Successful Proposer shall meet with the designated City representative to present and discuss the Successful Proposer's plan for that event. Page 36 of 40 Request tu,- roposals (RFP) 226249,4 4. Submission Requirements 4.1, SUBMISSION REQUIREMENTS The following documentation should be included as a minimum in the Proposal and submitted to the City. Separate proposals must be submitted if proposing on both locations. Instructions to Proposers: Proposers should carefully follow the format and instructions outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This information should be provided by the Proposer and any sub-consultants/sub-contractors to be utilized for the work contemplated by this RFP. The response to this solicitation shall he presented in the following format. Failure t0 do so may deem your Proposal non -responsive. Onh' hard copy submissions will he accepted. For deliveiy location please reniem Section 1.79, Submission and Receipt of Responses. Proposer must submit an original response along with eight (8) copies and one copy on CD. Failure to do so may deep) your Proposal non -responsive. 1. Cover- Page The Cover Page should include the Proposer's name; Contact Person for the RFP; Finm's Liaison for the Contract; Primary Office Location; Local Business Address, if applicable; Business Phone and Fax Numbers; Title of RFP; Federal Employer Identification Number or Social Security Number. 2, Table of Contents The table of contents should outline, in sequential order, the major sections of the Proposal as listed below, including all other relevant documents requested for submission. All pages of the Proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the table of contents. 3. Executive Summary A signed and dated summary of not more than three (3) pages containing the Proposer's Qualifications and Experience; Development, Management, and Operational Plan; and, Capability and Approach to Scope of Work, as contained in the submittal. Proposer should include the name of the organization, business phone and contact person. Provide a summary of the work to be performed by Proposer. 4. Proposer's Onalifications and Experience a) Describe the Proposer's organization, history and background, tax status, principals, owners; board of directors and/or board of trustees, and number of professionals employed; b). Describe the Proposer's organizational chart; response should show a minimum of three (3) consecutive years of experience within the last five (5) years in full service cafeteria or restaurant operations. Discuss the nature of the contract, tern, and overall value. indicate whether Proposer is, or has been, in arrears of payments to the City on any City contract within the past five (5) years; c) Client List (current): Provide client list of all existing food service operations. Include current clients' name, address, telephone number, a description of the clientele served, the service(s) supplied, and date account was acquired. If number of existing clients is less than three, include a listing of up to three previous clients, particularly of a similar nature to those services required in this RFP, if available. d) CIient Lists (closed): Provide listing of all accounts, which were terminated or not renewed by your company for whatever reason-within-the-Iasi-two-(2)-yearsTif-applicable.—This-listing shall -include -clients -name; addressrcontact name and telephone number and reason for termination or non -renewal. e) Provide date Proposer was incorporated/organized; State(s) incorporated/organized; f Provide relevant experience related to the provision of developing, managing, and operating similar projects, particularly fora :novermmental entity and for a similar venue forthe Proposer and any:of its • affiliates or parent, including joint ventures, most recent and/or current experience in performing these services, including any previous City experience within the past three (3) ormpte years: . Page 37 of 40 Request tc,-.1'roposals (RIP) 226249 4 g) Provide resumes for the principal personnel who will be assigned to this engagement and describe their relevant experience in the past five (5) years in providing similar services. Include the name of the principal, the names of those members of the firm designated to assist and their various areas of required expertise. The City reserves the right to contact any reference as part of the, evaluation process; h) Provide details of any lawsuits or investigations involving the Proposer; an employee(s), partner(s), principal(s), officer(s) or owner(s) of the firm, and/or any of its affiliates or parent, including joint ventures, or anj' of its principals; i) Provide actual data comparisons for comparable facilities detailing your experience, including: j) Overall Revenues (gross and net); i. Points of Sale; ii. Sales per capita and iii. Projection of Monthly and Seasonal Revenues to be earned by the Successful Proposer, including a breakdown of each type of prospective services (i.e., concessions and catering). k) Provide three (3) Letters of Reference on letterhead, for whom similar services have been performed. include those from governmental entities and private entities as applicable. References.may be for past and/or present contracts, preferably a combination of current clients, suppliers and non -clients. This information is subject to verification as part of the evaluation process, 1) Provide the name and experience of those individuals who will be assigned to the City's engagement and will be working directly with City's Contract Administrator. Describe those individuals' relevant experience in the past five (5) years in providing similar services and how long individual has worked for Proposer; in) Proposer shall provide at least one (1) financial reference on bank or financial institution letterhead, attesting that the Proposer has sufficient available capital and/or financing to operate the concession and meet the monthly use fee required; n) Provide copies of its most recently audited Financial Statements of Proposer for the past three (3) years. If audited Statements are not available, a CPA Compilation Report will be accepted for those companies that are not publically traded. o) Financial Operations: Describe cash handling procedures, inventory control, wage controls. Submit sample -operating statement. p) Provide the City with a letter from an independent Certified Public Accountant (CPA) certifying that Proposer's internal controls -are adequate to safeguard its assets and properly reconcile accounting transactions and q) Should Proposer propose to utilize a Sub-Contractor(s) to perfoany of the services, Proposer must identify Sub-Contractor(s) and those services to be performed. Proposer must provide subcontractor(s) qualifications and experience in detail, highlighting all similar experience as addressed in this RFP and anticipated to be performed by the subcontractor(s). Propose; must clearly reflect in its Proposal any Sub -Contractors proposed to be utilized, and provide for the Sub -Contractor the same information required of Proposer. The City retains the right to accept or reject any Sub -Contractors proposed. 5. Development. Mana'ement and Operational Plan and Approach a) Provide information regarding your financial stability and Proposer's ability to finance operation and maintain same over the tens of the contract; b) Provide Proposer's staffing, including the Proposer's Contract Manager. Include how it would provide and meet, on an as needed basis, staffing requirements. Also discuss how Proposer plans to hire City residents to provide services and how it approaches diversity in its workforce; c) Provide Plan to ensure safety in all areas of Proposer's service at the facility and the handling of environmental issues including initial and ongoing employed training, storage of hazardous materials, chemical usage, and use of protective equipment. Also Detail your Plan to maintain and ensure a proper state of cleanliness, and include steps to be talcen to ensure clean and safe sanitary conditions in accordance with all local, state, and federal regulations; d) Provide plan to manage existing equipment, along with repairs and replacements of same. As applicable, discuss any proposed capital investments -by Proposer to said equipment or for the facility for the performance of sei 'ices; Page 38 of40 Request 1,, -Proposals (RFP) 226249,4 e) Provide a sample menu proposed for breakfast and lunch service, along with any daily specials proposed. identify Proposer's menu plainer, and provide proposed prices and portion sizes. Include the USDA grade of fresh meats, use of fresh and frozen hamburger patties, grilled, fried foods, standard for tuna used, use of fresh, frozen and canned vegetables, use of fresh or canned fruit, use of preservatives, content of salad dressing, baked goods, etc. normally used in a similar cafeteria operation and f) Submit staffing requirements and how Proposer will provide back-up staffing. Describe training, provided to staff and supervisor to manage staff and food service operations, cash handling, proposed pricing and staff training. 6. Fee Proposal a) Proposer shall submit its Fee Proposal for the use of said facility in which the City is seeking, at a minimum, a flat monthly f e and a percentage of sales as a fee structure; b) The City the will consider all fee proposals to determine that which is/are in its best interests and c) Provide detail on its proposed Management Reports and reporting system to verify revenues created. Discuss definition and understanding of "gross receipts," and how they would apply within the management reports. Include• sample of anticipated reporting -format and monthly.report format. Each Proposer shall provide a Proposal regarding the compensation to be paid to the Cite for use of said facili ty(i es). Page 39 of 40 Request 1,,:-r'roposals (RFP) 226249,4 5. Evaluation Criteria 5.1, EVALUATION CRITERIA EVALUAT10N CRITERIA A large percentage of the evaluation criteria for this RFP is based on the benefit to the City of the Concession Percentage Fes the Proposer submits. Some ()idle factors affecting gross sales are: ) the ability of tihe.Proposer to provide reasonably priced; quality food; 2) the ability of Proposer to market the Service; 3) slow periods of time due to holidays and vacations; and 4) cleanliness and sanitation which is a big concern among City employees. The Evaluation Conunittee may visit the working sites of the proposers to determine operational viability, presentation of products; speed of service and the variety of products sold. Taste Testing will be required for the evaluation process. A. An Evaluation Committee, appointed by the City Manager, shall meat to evaluate each certified response in accordance with the requirements of this RFP. The Committee may select fines deemed to be the most highly qualified to perform the required service to provide brief public presentations. B. The Evaluation Committee shall forward their recommendation to the City Manager in rank order the response or responses of which the Evaluation Committee deems. to be in the best interest of the City. EVALUATION CRITERIA. A. B. C. D. Qualification and Experience of Proposer: Concession Fercentage Fes to City: Quality oflvianagement and Operational Plan: Product Quality (On -site Visits; Taste Testing, etc.): Proposer Proforma Statements (Financial Statements): Maximum 25 points Maximum 20 points Maximum 25 points Maximum 13 points Maximum 15 points Page. 40 of 40