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Exhibit 1
CONCESSION AGREEMENT ISSUED BY THE CITY OF MIAMI TO ULTIMATE CATERING, ITC FOR FOOD AND BEVERAGE SERVICES AT THE MIAMI RIVERSIDE CENTER (MRC) 444 SW 2" AVENUE, MIAMI, FLORIDA 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 Riverside Center, located at 444 S.W. 2nd Avenue, Miami, Florida.33130 (the "Premises"); and Whereas, the Concessionaire is willing and able to provide such food and beverage services at the Premises; Now, therefore, in consideration of the mutual covenants and agreements set forth, to be kept and performed 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 5,503 square feet of space on the first floor of the City 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 that thisAgreemei.t is fully.executed.- 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. 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 finance 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 govern nental 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 D". 11. "Premises" shall mean the Cafeteria located at 444 SW 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. "Termination 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 for City functions at the 'Premises and to other City facilities and Concessionaire may 3 utilize 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 pew witted to utilize the physical facilities and equipment in the Cafeteria to proyide 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 teinuinate 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 term 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 teiui of this Concession Agreement, Monday through Friday, excluding legal holidays or when the Premises is closed for operation, from 7:00 AM to 3:00 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 fir the cleaning of the Cafeteria upon the close of business of each wurking day. 4 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. 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,.unifoims, 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 vacuuming; spot and deep cleaning of all Cafeteria carpeted areas; 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. 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, permits 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 perfoum 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 normal 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 an'i 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 .byreason of .theCity'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 seven (7) parking spaces either in the Miami Riverside Center parking garage or in its adjacent surface parking lot #17 at no cost to Concessionaire. Concessionaire shall provide its management and employees with identification to facilitate their authorized entry into the parking garage or in the adjacent surface parking lot #17 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 formal meetings with Contract Administrator ninety (90) days after the Commencement 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 Term 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 informed 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 .conform tosuch 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 unifounis 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, immediately 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 normal work hours. Concessionaire shall immediately give notice to the Contract Administrator of any employee no longer performing services on behalf of Concessionaire pursuant to this Concession Agreement. Concessionaire shall return any 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 employeesmay 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 itsemployees 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 in the 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 terminated as provided for herein (the "Term"). This Concession Agreement may be extended by mutual consent 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 10 the Term or Additional Term, but no earlier than six (6) months prior to the expiration of the Term or Additional Tenn. 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 terms 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 Teini, 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 terminable by either party on thirty (30) days prior written notice. Such occupancy shall be subject to all terms, 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. Corrunencing ninety (90) days from the effective date of this Agreement ("Commencement Date") and on or before the 10th day of each calendar month thereafter during the Term or Additional Teen, 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), plus State of Florida Use Tax, if applicable, for each calendar month or prorated portion of such Monthly Use Fee for partial occupancy of the concession along with Percentage Fee ("Percentage Fee") in an amount equal to the following: (B) Percentage Fee. 11 (i) During the first Concession Agreement Year, Concessionaire does not pay a percentage fee to the City. (ii) Commencing on or before the 10th day of the first month of the second Concession Agreement year of the Teen thereafter, Percentage Fee shall be as follows: Second Year Third Year Fourth Year Fifth Year Three Percent (3%) of Gross Revenues generated from Cafeteria and catering events and functions during the preceding month. Six Percent (6%) Eight Percent (8%) Ten Percent (10%) The Monthly Use Fee together with the payment of 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 forms 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 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 finance 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 due 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 12 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 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 paidto 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 teinis 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 of this 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 and Concessionaire's occupation of the Premises will end regardless of any corrective action by Concessionaire, arid/or ._ 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 teinunation. 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 TERMINATION 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 teini or earlier termination of this Concession Agreement, Concessionaire shall promptly surrenderpossession and shall deliver to the City allkeys that ithas 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 teini 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. 14 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 normal 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 removedfrom. the Premises and transported for use, storage 'or disposal in accordance and compliance with 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 Sectirity to its original amount. The Security` shall not b_e c' erred_ liquidated 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 term, 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 Teuu or Additional Term 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 Teuu or Additional Term, 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 term 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 satisfactory to City in an amount sufficient to pub one hundred percent of the contestedta with a1:1 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 teiiu 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 term 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 terms 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, deliver photographic. 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'te -Premises 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 Reenues and inventories of therchandise-on'or for`the Prcniises in=order to'= 19 verify the amount of annual Gross Revenues made by Concessionaire in and from the Premises. 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 perfoiiiiance 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 perrnits 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 20 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. 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. Concessionaire is granted ninety (90) days from the Effective date of this Agreement to obtain all required licenses and make improvements/alterations to the premises as required to obtain all required licenses, at concessionaire's sole cost and expense. 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 perfoinmance 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 permit 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. 21 ARTICLE XIII INDEMNIFICATION AND INSURANCE 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 perfoiniance of any obligation of Concessionaire's part to be perfoinied 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 term 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''remises, including, without limitation, fire, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from -or into any part ofthe-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 any user of the facilities or 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 varidalisrn 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 may 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 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 infoiniation (including without limitation, three years audited financial statements) City may require in order to make a determination 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 peunitted 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. 24 NOTICE TO CITY: 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, 3rd Floor Miami, FL 33130 City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33130 NOTICE TO CONCESSIONAIRE: Peter Torocsik Ultimate Catering LLC 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 shall be effective only when signed by City Manager and Concessionaire and shall be incorporated as a part of this Concession Agreement. 25 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 $100.00. 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 provisiori 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 the fullest extent permitted by law. 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 failurF: of either party to insist upon the strict performance of any of the previsions or conditions 26 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 21.1 ENTIRE AGREEMENT. EMENT. 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 haveindividually, through their proper officials, executed this Concession Agreement the day and year first herein above written. The City of Miami, A municipal corporation ATTEST: 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 Print Name Signature Print Name 28 "EXHIBIT A" PREMISES 444 SW 2 AVENUE MIAMI, FL 33130 FOLIO NO. 01-4137-038-0020 LEGAL DESCRIPTION: RIVERSIDE PLAZA PB 139-43 TR 2 LESS BEG NE COR OF TR 2 TH S 02 DEG E 14.93FT S 02 DEG E 29 Property lntormation Map Page 1 of 1 Property Information Map My Home Miami -Dade County, Florida Aerial Photography - 2009 0 This map was created on 7/20/2011 4:19:22 PM for reference purposes only. Web Site © 2002 Miami -Dade County. All rights reserved. 144 ft MIAMIDADE Summary Details: olio No.: 31-4137-038-0020 Property: \444 SW 2 AVE Mailing CITY OF MIAMI-DEPT OF Address: P&D ASSET MANAGEMENT DIVISION 444 SW 2 AVE STE #325 MIAMI FL 33130-1910 Property Information: Primary Zone: 7703 MARINE ACTIVITY RELATED CLUC: 0040 MUNICIPAL Beds/Baths: 0/0 Floors: 9 Living Units: 0 Adj Sq Footage: 374,661 Lot Size: 2.01 ACRES Year Built: 1992 Legal Description: RIVERSIDE PLAZA PB 139-43 TR 2 LESS BEG NE COR OF TR 2 TH S 02 DEG E 14.93FT S 02 DEG E 24.07FT S 87 DEG W 2.75FT S 02 DEG E 103.94FT S 89 DEG W 29.04FT Assessment Information: Year: 2010 2009 Land Value: $4,824:545 $4,385,950 Building Value: $10,529,240 $10,529.240 Market Value: $15.353,785 $14,915,190 Assessed Value: $15,353,785 $14,915,190 Taxable Value Information: Year: 2010 2009 Applied Applied Taxing Exemption/ Exemption/ Authority: Taxable Taxable Value: Value: Regional: 515,353,785/$14,915,190/ $0 $0 County: $15,353,785)$14,915,190/ $0 $0 $15,353,78514,915,190/ City: $0 $0 School Board: $15,353,785/'$14,915,190/ $0 $0 Sale Information: Sale Date: 9/1994 Sale Amount: $7,000,000 Sale O/R: 16506-0797 Sales Qualification Description: Other disqualified View Additional Sales httn://gisims2.miamidade.gov/myhome/printmap ..asp?mapurl=http://gisims2.miamidade.go... 7/20/2011 "EXHIBIT B" CAFETERIA LOCATION 30 PLO FOR CAFETERIA. PACEOLAH GROUND FLOOrt PLAN , 1111..Irtft Of Mt, vvvvvv t(t W141,1(.11 Of fimimll vvvvv 4a...ct ttttt 'It. — I.... o 1 t, ' 0" VENDING 'vtibre" EXIIIBI'r B tACHINES E E R 0 TE RC "EXHIBIT C" ORGANIZATIONAL CHART 31 teammn erTq of srlcChef 1Vlanage 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 variety..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 Miami Riverside Center (MRC) Cafeteria Inventory August 22, 2011 Quantity Manufacturer Model # Description 1 Intermetro/Chrysler Ko in pp Metro Seal Walk-in cooler with shelves 1 Intermetro/Chrysler Ko in pp HD Solid 7 Freezer with shelving 5 Intermetro Stainless Steel shelving 4 Intermetro Wire shelving 3 Intermetro Shelving 1 Blodgett F-1111 Convection oven 1 Vulcan -Hart VF-90 frymate 1 Vulcan -Hart VF-1 fryer 1 Vulcan -Hart VR-2 Range 1 - Groen DEE4-40 ' Stainless steel jacketed kettle 1 Groen FPC/1-3 Stainless steel braising pan 1 Vent Master CV-100-M Exhaust Hood 1 Ansul R-102 Fire Protection System 1 Hobart A200 20 qt. mixer & 2 accessories 1 Iceomatic ICE 1405HA4 Ice Maker 1 Wells Mfg. Co. H-706 Hot Plate 1 Wells Mfg. Co. 556 Built-in fryer 1 Wells Mfg. Co. G-236 Griddle 1 Hobart UBA2 Counter refrigerator (4) for deli 1 Vent Master CV-200 Exhaust Hood 6' 2 Condiment Counter 1 .3 compartment sink with drainboard 1 . •.COCA COLA _I3everage cooler 21" x 36" 3 metal shelves - - 1 MYSTIC beverage cooler 1 Salvajor 500-SA-ARSS Disposer 3 SUPERIOR COFFEE Coffee carafes 1 Pizza oven (counter top) 3 Cuban pastry warmers 3 Wire shelves (5 compartments) 1 COCA COLA Self serving soda dispenser 2 FOLLETT Self serving soda dispenser and ice 1 BUNN-O-MATIC TL3-3 Iced Tead Brewer 1 Hand sink (white) 3 Tables 60" 6 Tables 30" 17 Tables 36" 97 chairs 1 SUPERIOR COFFEE 8773 Coffeemaker (dining room area) 1 WARING WWM200SA Waffle maker 3 DELO Coffeemakers 1 AROMA Rice cooker 2 Scales (32 oz.) 1 Stainless Steel sink (2 compartments) 1 Stainless Steel 3 level workstation table 7' 1 Stainless Steel workstation table 7' 1 Meat Slicer (missing sharpener) with table (24"x30") 1 TOASTMASTER Counter warmer with 2 drawers 1 Stainless Steel steam table (14') 3 compartments with heat lamps and sneeze guards 1 Stainless Steel steam table (10') 6 compartments with sneeze guards and 4 heating compartments 1 Stainless Steel table mobile 24" 1 vx Ice holding bin with 2 shelves and sneeze guards and ,; , 2tco m p a c, m e nts OW) .. 1 Hand sink 4 Rail tray counter 1 Cash register table 1 TROPICANA MT45 Beverage 2 door cooler 1 COCA COLA GBM41 Beverage 2 door cooler 1 Stainless Steel holding counter with sneeze guard for cold beverages 2 Full size food pans 4" 1 Pot at 20qt. 5 Stainless Steel bowls 2 Paella pans 2 Server trays "EXHIBIT E" INSURANCE REQUIREMENTS MIAMI RIVERSIDE CENTER (MRC) 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 of Liability $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 licenseeshall maintain business personal property coverage insuring against all risk of direct physical loss (special form), including coverage for windstorm 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 prior to insurance approval. 34 Ultimate Catering LLC. City of Miami Riverside Center DBA .MRC Cafe Peter Torocsik, FEN #: 26-0332640 Cell: (561) 305 8646, Phone: 1-954-828-4229 E-mail: policecafe@yahoo.com Fort Lauderdale Police Department 1300 West Broward Blvd. Fort Lauderdale, Florida, 33301 • Request for Proposal For City of Miami Riverside Center (BID NO. 226249) Attention of . cp ni Terry Byrnes, CPPB --:-- ;- City of Miami ,. )7 ry _--F--r— c.r) ›- t--) 0 rn • i7), rs_. rri , zz. City Clerk ---1:171 c,i CD Pri LC) 3500 Pan American Drive Miami, Florida, 33133 Ultimate Catering LLC. propose $ 350.00 monthly share of the operating expenses. In addition, Ultimate Catering offers: First year 0 % profit share of the gross sales. Second year 3 % profit share of the gross sales. Third year 6 % profit share of the gross sales. Forth year 8 % profit share of the gross sales. Fifth year 10 % profit share of the gross sales. -4-o vc--) rn 'o. (Percentage Rent = Gross Sales, excluding sales tax, monthly rent to the Citi rn 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, family events, birthdays. According to the recent condition of the location the Cafe needs professional improvements. The anticipated daily average spending is $ 3.50/customer. Estimated Yearly Income: First year: $ 55,000.00 Second year: $ 85,000.00 Third year: $ 110,000.00 Fourth year: $ 125,000.00 Fifth year: $ 140,000.00 - 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 $ 515,000.00 - $ 30,900.00 - $ 21,000.00 $ 463,100.00 Estimated Percentage Rent: First year 0 % profit share ofthe gross sales N/A Second year 3 % profit share of the gross sales $ 2,271.00 Third year 6 % profit share of the gross sales $ 5,952.00 Forth year 8 % profit share of the gross sales $ 9,064.00 Fifth year 10 % profit share of the gross sales $ 12,740.00 City ,of Miami Estimated .Earni.ngs for. 5 years: $ 51,027:00 28 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : Tony E. Crapp, Jr. Chief Administrator/City Manager FROM : Peter J. Kendrick, Jr. Chairperson Evaluation Committee DATE: SUBJECT: REFERENCES ENCLOSURES: June 14, 20 ] ] FILE : Recommendation of Evaluation Committee for RFP 226249 Concessionaire Services for the City of Miami MRC Building and Police Headquarters 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 Call 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. Ultimate Catering, LLC 2. New York Roma Pizza & 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 ranked firth, 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 a concession- 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 Administrator/City Manager CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM • TO ; Tony E. Crapp, Jr. City Manager DATE ; January 5, 2011 FILE : . SUBJECT: Selection of Evaluation Committee for MRC Cafeteria and Police v Headquarters. Vendor Bid No.226249,1 FROM : Madeline Valdes REFERENCES Director Department of Public Facilities ENCLOSURES: This memorandum. is seeking 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 lmowledgeable and experienced professionals, and will be an asset to this evaluation process. Pursuant to Ordinance 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 in the P.FP, RFLI or RFQ..." Those individuals are: Carlos Galan, Owner, New Spanish Concepts, LLC dba Dolores But You Can Call Me Lolita Peter Knezevic, General Manager, Biscayne Bay Restaurant Corporation dba Rusty Pelican Steven J. Perricone, Owner, La Cucina Management 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 Committee members. ATPRO V%rD: - DATE: / 7 / 7(/' 4Tony E. Crapp, Jr. City Manager cc: Kenneth Robertson, Director, Purchasing Department TEC/LC/MV/PK/CSE RFP 226249 201U at 1 PM Local Time 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, CPPR 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 Proposer —* N.Y. Rorira Pizza & pasta Corp. Ultiiiiaie • Caieiriirg LLC Lopeiigiii's Coiporaiioii Guasy Fresli and Catering . T M + • Response Criteria 1 Timeliness (2.0) Yes Yes Yes Yes 2 Corporate, ID Yes Yes Yes 3 Bound Original Bound Copies MRCIPOLICE 1. Yes/ Yes 2. Yes/ Yes MRC/POLICE 1. Yesl Yes 2. Yes/•Yes MRCIPOLICE 1. Nol No 2. No/ No MRCIPOLICE 1. No/ No 2. No/ No 4 ProperSubmittal Format & Addressing Yes Yes Yes No 5 Introduction Pages i Yes Yesi Yes No 6 Executive Summary= Team & Assigned Personnel Qualifications and Ex perience Yes Yes Yes No 7 Qualifications- Firm ; Experience & References/Previous. Sii iilarWork Yes Yesj Yes No 8 Opcn ational Plan- Current and Near Future Workload, Project Budget and Schedule Yes Yes Yes No 9 - Awards, Intangibles in Previous Similar Woi-k No No No No 10 Fee; Proposal & Approach YeslYes Yes/Yes No Proposal No Page I o[3 RFP 226249 2010 at I PM Local Time RFP Titl--:'Request For Proposals for Concessionaire Services for the City of Miami Riversic e Center (MRC) Building & City of -Miami Police Headquarters Building Processor: Terry Byrnes, CPPB RFP Submittal Checklist I Proposer , N.Y: Rbnra Pizza & Pasta tiltiiirate Care/Pig LLC Lopeirgiii's . Coi ioratioii Gi.iasy Tresli and Caferiiig T MResponse Criteria j Coip. 11 Local Preference Yes No Yes No 12 Technical Compliance with RFP Requirements Yes • Yes • Yes No 13 Program Appendixes', None . None None None 14 Attachments Yes Yes . Yes No 15 Bond!!nsurance/ Certification/Financial Requirement Yes Yes • Yes No 16 Litigation & Claims Yes None Did not submit No 17 Financial Disclosure i Yes Manual Yes No 18 License ».: i 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 required submit all documentation required documentation Notes: 1. Yes" means submitted in substantial form to meet the requirements of the RFP. 2 "No" rheans item not submitted or found by the review of the original unbound version of the response. Page 2 or'3 RI- I--' LLfiL4J 201 U al 1 PM Local Tinie 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 3. "NJA" 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. (*) •Certificates of Insurance accepted in lieu and in addition to Insurance Attachment. Page 3 of3 CARLOS A. MIGOYA City Manager ADDENDUM NO. 3 RFP NO..226249 November 3, 2010 Requ?st For Proposes for Concessionaire Services for the City of Miar i Riverside Center (MRC) Building & City of Miami Police Headquarters Building i 0: 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, the City of Miami has changed the Deadline. For.Que_stiOn5 to Thursday, • November.4, 2010 at3:00 PM and the RFP Closing.17.s..ate from Novernber.15,2010 to Monday, December o, 2010.at1:D0 PM. Phase revise your.00.".uments to refitthese changes. ALL. OTHER TERMS AND CONDITIONS OF THE REP REMAIN THE SAME. Sincerely, ✓lei//�/✓cf�--�`..�c enneth Robertson Director of Purchasing FLU FOR CL.FETERIt. ;SP cE LATI GROUND E L O O Lt P L A tlttel.lht Ir rre.r eti �r rtll '11e1 tf wtr .....iriv tl t•t t4•• ,/t• - EKEI1E3I'.r B \ ,,4. ' K�I�t Frt-rak, Fy 2113Sthtattgt Februaly 2QIl.Er Eft rust ass Sa:, F -DS MaY-638 J Ja i--€18 tit o-DS 943-1113 6 6 Jacrdi9 Fla--6R9 FEWVB Jar Ju[49 �eoti9 9 Dr -CEP Jart-1 Fes?n CafAeria $11,237 G2 $£J_,2217E S12,5 44- $ 2,2Yd.23 $12,69%7.77 $1.0,93 S3 $'9,755.55 SSA-74.25 ATl -5: $10,1:5./9 Vffribg Petich&e fairs $1.=.78 $24-5_50 $3E5.s $1.57_25 $�7.5di Zt86.769 $320.8E 5E_6I6! $35E.50 $ -7111766 $31.5.56137_E5 21.5.55 nL..la $251.51) 8 LSD $1.79.561 ,1 Sti..60 $2 _50 $29E_75 $ 75.2i 96-90 $1 _� 9114-0 $.24-7.5C $ 5-25 $32Z1.M SC.= $-2E7.5 $0.040 252.7iD $11J1 Q $325.5E $525_00 TOT(4L $14,0711.71 $11,FLL.S2 $11,794€.58 $11,491.64 $12,916t_9 $ 2,.556".M $1 ,522.97 $/2,250_12 $i0,S3i_95 $i69-25 $9 fa5.41 $11,..31910._FU iE,297.E9 $11,5Dii.St .511,312.44) $i1,611 7.3 $1.Q1,E1.E.�S $i1.7 L3 .5 4.71.2 5 6:,?J1..M $1.1,145.8 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 I .Ice Maker 1 Water Filter 1: Utensil wash counter 2 $wing 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 Mit. Co. Wells Mft. Co. MODEL Metro Seal HD Solid7 Super Erecta ETH88T VF-90 VF-1 VR-2 DEE4-40 FPC/1 -3 GG-3-SE-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 H-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 Kitclien 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 -warmer 2 Dish dispenser 1 Salad/bever-age 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) U BA2 CV-200 Custom 50-E3-SWG Custom GRA-24 SS-206-ED 2AT6-STH Custom 150UDB 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, bottorn 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 Steel 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 Lg Seashell shape bowl 1 Black plastic bowl round 1 Sm Seashell shape bowl 18 Black plastic trays (various sizes) • 2 Lg black trays • 2 Napkin holders 6 Stainless steel soup laddle • 4 ;Plastic clear bowls 8 :`Plastic trays clear (various sizes) 7 :;'Plastic lids Plastic clear.buckets (2 Ig & 2 sm) 1 Ice scooper Lg wave design glass jar w/cork top Trash receptacles 2 Bunn coffee maker 1 ; ' Four 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 ,1T;.sl•..i^in':J:.�?F....Cf.:.n••in 370 GL:.51EOOd, "379 i_• Cir Ic I . 17), IV•�. Ycaovi STO OR 3a-) b IJiXA'G= 61uRAI LI=TA4IAI-1 t1aJEa I`' 2�/t�7e I �• '1' 111111111111 111.111111 I 1-141i1 rr r � [7Au: =1•I-C i 34b car_ rci PGd IJT Fu•8 u?: '93 [.. 12f _.c"=. >42 I IA114 N=•L• b LA I 20 /,� 19 xJ,, 10. 20� ZD lu 2.E 19 v� 1:4J I I•® n. , I1. ILL 9 19 � ' Qty. Bar arcode#OOSG73 Refrigerator_- Double Do b| DoorB�rCods#1OS4G � / 1 Double Door Freezer Bar Code#2O547 — -----� —'-----'--------������ �F���'----'--- - ( I | ' Grill &FrYer _ 1 . ,. cafeteria Inventory Description � stainless Ste -;I Counter VV/Foo6'Oisp|ay / Steel3 Hole Sink Stainless` 2 Code#O003�OO7 i | Steel � stainless �,~,~�__ Stain|essSteel Shelve I 5 Level s�Lain|eEzSteel Shelve 5 3x6Table Z 3x4Table 8 3 4 59 3x3Tatle 4x8Tab|e Chairs L CARLOS A. IVIIGOYA City Manager ADDENDUM NO. 2 BID NO. 226249 October 26, 2010 Request For Proposals for Concessionaire Services for the City of Miami 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 Poiice Headquarters, 400 NW 2 Ave. at 11:30 AM. ?lease revise your documents to reflect these changes. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Sincerely, I Kenneth Robertson Director of Purchasing %✓_ — — — iM i mi CAR LOB:, A. Iv ICE0'1 G\ ADDENDUM NO. 1 BID NO. 226249 October 13, 2010 Request For Proposals for Concessionaire Services for the City of f=:rliami Riverside Center (MVIRC) Building & City of Miami Poiice Headquarters Building TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, and clarifications, amend the Request for Proposal (REP) 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, 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 F 7bertson Director of Purchasing Cit of Miamj Request For Proposals (RFP) Purchasing Department Miami Riverside Center 444 SW 2nd Avenue, et" 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::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 fuze for a minimum of 120 days following the time set foi closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (1) 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 infouuation contained in this submission is true; and we (I) 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 teens 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 NAME. ADDRESS: PHONE. FAX. EMAIL: BEEPER. SIGNED BY• TITLE: DATE. FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM :SHALL DISQUALIFY THIS BID. Page 2 of 40 Certifications Legal Name of Finn: 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. ] 0032 (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 might be created as a result of this award of a Contract. Will 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 the project or service to be provided Page 4 of 40 Line: 1 Description: Disregard this item. Refer to RFP documents for instructions. Category: 96219-00 Unit of Measure: Dollar Unit Price: • Number of Units: 1 Total: $ Page 5 of 40 Request i,,. Proposals (RFP) 226249,4 Table of Contents Terms and Conditions 7 1. General Conditions 7 1.1. GENERAL TERMS AND CONDITIONS 7 2. Special Conditions '24 2.1. PURPOSE 74 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATI ON/CLARIFICATION '24 2.3. TERM OF CONTRACT 24 2.4. CONDITIONS FOR RENEWAL 74 2.5. NON -APPROPRIATION OF FUNDS 74 2.6. PROPOSERS MINIMUM QUALIFICATIONS 74 2.7. CONTRACT EXECUTION 7d 2.8. FAILURE TO PERFORM 75 2.9. INSURANCE REQUIREMENTS 25 2.] 0. PRE -PROPOSAL CONFERENCE AND SITE VISIT '26 2.1 1 . CONTRACT ADIv1IN1STRATORS 26 2.12. CITY ACCESS TO FACILITY '26 2.13. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) '26 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 77 2.19. ADDITIONAL TERMS AND CONDITIONS 78 2.20. CHANGES/ALTERATIONS/ADDENDA 78 2.21. PLANNED MAINTENANCE SCHEDULE 28 2.22. PERFORMANCE REVIEW/INSPECTIONS 78 2.23. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 78 2.24. ADDITIONAL SERVICES 29 2:25. RECORDS 79 2.26. TRUTH IN NEGOTIATION CERTIFICATE 79 2.27. OPTIONAL CONCEPTS 29 3. Specifications 31 3.1. SPECIFICATIONS/SCOPE OF WORK - MIAMI RIVERSIDE CENTER (MRC) 31 3.2. SPECIFICATIONS/SCOPE OF WORK - POLICE HEADQUARTERS CAFETERIA 34 4. Submission Requirements • 37 4.1. SUBMISSION REQUIREMENTS 37 5. Evaluation Criteria 40 5.1. EVALUATION CRITERIA 40 Page 6 of 40 Request _ ?roposais (RFP) 226249,4 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of S25,000.00 or more. Definition: A fonnal 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. Fomlal 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 fomial 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 terns 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 fonnal 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 terns and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to.perfonn.the.requirements.defined in this formal solicitation. The City further reserves the, right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this fonnal 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.ci.miami.fl.us/procurement 1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (1) alternate response from the same Bidder/Proposer for the same fonnal 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 altemate response, the Bidder/Proposer shall complete a separate Price Sheet fonn 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._ATT_OR EI"S FEES - In_connection with any litigation; mediation and arbitration arising out of this Contract, the prevailing party 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 to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documei,:.s, papers, and records of Contractor which are directly pertin nt to thi for lal solicitation-:-- for the purpose of audit, examination, excerpts, and transcriptions. The. Successful Bidder/Proposer shalt maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for • Page 7 of 40 Request r- ..'roposals (REP) 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 -governmental 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, noi-for-profit or quasi -governmental 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 terms and issue its own exemption certificates as required by the successful bidder(s)/proposer(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 mariner 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 tens 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 andior 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 a new 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 fora 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 tenor 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 Conunission based upon theminimum 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-terms-as-are-in-the.-Gity=s-best-interests,--and-wi•11 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 amount bid is -required from -all bidders/proposers; if so indicated.under the Sp cial.Conditions. This check, or bond guaaantees that a bidder/proposer will accept the order or corif adt/agieerlient 'as`b d/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 i _ troposals (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 (l0) days after the award and successful bidder's/proposer's acceptance of award. if sixty (60) days have passed after the date of the forma] solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FOI'.FEITED 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 - if and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the 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 items) 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 fonnal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of bidiproposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the fine 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 capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not 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-contractorisub-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, finn 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 W'`'ITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that -contracts-between-private-entities-and-local.goverrunents_are-subject_to_certain_laws.and_regulations, 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 1 1246, which prohibits discrimination against any employee, applicant, or client because of race, creed,'color, national origin, sex,•or age with 'Tigard to but not`liinited'10 the employment practices, rate of pay or other compensation methods, and training selection. Page 9 of 40 Request L.. Yroposals (RFP) 226249,4 B. Occupational, Safety and I-lealth Act (OSHA); as applicable to this Formal 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 I-lazards (NIOSH), as applicable to this Fonnal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. L City Procurement Ordinance City Code Section l 8, Article III. J. Conflict of Interest, City Code Section 2-6] 1;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and218.74 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 18-74 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 reconnnendation 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 M anager and the City Managet's staff ; the Mayor, City Commissioners, or their respective staffs and any member of the respective selectiotevaluation committee. The provision does not -apply to; among other communications: oral communications with the City purchasing staff, provided the conununication 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 Conunission 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 connnunications in connection with the collection of industry connnents 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 any person upon request. Written communications may be inthe form 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. Any person having persomrl knowledge of a violation.of these provisions -shall reportauch.xiolation_to the„State;.,w.,,,; Attorney and/or may file a complaint with the Ethics Commission. Proposers or biLers should reference Section 18-74 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 18-74 for a 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. Hillis 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 Formal Solicitation, certify that to the best of their knowledge 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 resultof 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 performed in connection therewith shall be borne by the Bidder(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 debarment 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 Conunission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. • (4) Violation 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 terns and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) • Found in violation of a zoning ordinance or any other city ordinance or regulation and for Which the violation remains noncompliant. (8) Found in violation of a zcaing ordinance or any 'other city ordinance or' regiilation'and for whicl: a civil penalty or fine is due and owing to the city. . Page 11 of 40 Request i_./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 or personnel 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 party'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/Proposer 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 perform the work or deliver the.goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. E. Failure to begin the work under this Contract within the time specified. C. Failure to perfonu 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 tenns of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assigrunent for the benefit of creditors, if the insolvency, bankruptcy, or assigmrent renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terns of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on 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 fonnal solicitation, is of timely submission, and has appropriate signatures as __required on each document. Failure to comply with these reauirements may deem a Response non -responsive. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Conunission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successfiil Bidders)/Proposer(s) during the tens of the contract. Such discounts shall remain m.effect for- a minimum of 120 days from a ipi-ova] by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed 'on to the City. Page 12 of 40 Request i..:'roposals (RFP) 226249,4 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal 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 the 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 Terms 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 conunodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform 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 Fonnal 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 RFLIs, 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 terns 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 determining 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 Formal 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 Bidders/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 all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or finn which is m 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 fine which has failed to perform under the terns and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A- contrrrt may not be awarded to any person or fine «Bich has been debars edby thr City m accordance with the City's Debarment and Suspension Ordinance. Page 13 of 40 Request . ,'roposals .(RFP)'226249,4 C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation. Bidder/Proposer must be able to • demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the 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 on the Response and shall reference the section. Any exceptions to the General 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 tens and conditions of the resulting agreement it may lead to terminating negotiations. • 1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. 1.37. 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 Fonnal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period of time. 1.38. 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 teens, 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 Rinds. 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 contra-cts means contracts-forthe procurement-of-services-by-the-city-whicirinclud•e-professional------_-- services. Services includes, without limitation, public works improvements, facilities, professional services, commodities, supplies, materials and equipment. (c) (d) The authorized representati ,.'e shall negotiate each first -source: hiring agreement The primary beneficiaries of the first -source hiring agreement"shall-be'Participants'of the"city ...., Page 14 of 40 Request .. Proposals (RFP) 2262494 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' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current 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, CPI-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 narne(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 increase(s) 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 terms 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 (IIHI) 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 not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the 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 IIHI/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 PHI 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 form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the tomes 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/tor any of such causes of action against the City or the City's officials: agents and,employees; the Contractor shall further,_indemmpify_.City,as „to all :costs attorney's fees, expenses and liabilities incurred in the defense of any such claims and any resulting Page 15 of 40 Request ....lroposals (RFP) 226249,4 investigation. 1.44. INFORMATION 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 (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.45. INSPECTIONS - The City may, at reasonable times during the tern 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 terns 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 18-79), as same may be amended or supplemented from time to time. 1.46. INSPECTION OF RESPONSE - Responses received by the -City pursuant to a Fonnal 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 furnished 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 Adininistrator, 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 terms that may be granted to the Bidder/Proposer. 1.48. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc).; and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.49. LOCAL PREFERENCE - City Code Section 18-85, 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 ontract/agreement-for-which-the-bidder/proposer-must-bear full liability. 1.51. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND 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 issuance of a change order,.. addendum, amendment, or. supplement 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 Miami 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 tes'. 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 Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the 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 fonnal 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. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.55. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times 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 (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this fonnal 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:conjunctiot1 with _ . . . . . . . _ construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terns, conditions and awards rendered under this solicitation, unless such purchases are determined to be it 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 toinrs fornial solicitatioi5 sh all at all times remain the property of the City and shall 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 (RFP) 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 Forma] 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.U.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 nonnally.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 irk and must be signed in ink with the firms name and by an officer or -employee having authority to bind the company or finn 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 Bidder's/Proposer's response may be included as part.of the contract, at the City's discretion. G. The City of Miami's Response Fonns shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT; -THE ORIGINAL AND THREE (3) COPIES.OF.THESE.SETS .OF.FORMS, TINTLESS 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 Miami. 1.63. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable 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, conunission, 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. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for 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 18 of 40 Request , a oposals (RFP) 226249,4 acceptance by the City, 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 conumencin<g 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 entity in excess of the threshold amount provided in Section 287.0] 7, 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 lain. Contractors failure or . . . . . . . . . . . . . . . . refusal to comply with the provision of this section shall result in the immediate 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 model, 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 worl!services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality 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 Commission, 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 upon st p ht ,, u ithout limitation, to controversies based u on breach of Contract nustake mrsre res ntatton or ]acl, of complete performance, and shall be invoked bya Contractual Part by subnnssh 3d of a rotest to the Ci Manager. Page 19 of 40 Request _ roposals (RFP) 226249,4 (b) Contract dispute decisions. Ha 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 suchparty'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. 18-104) (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 S25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. 1. 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 general 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 reconniendation can be found by selecting the details of the solicitation and is listed as Recommendation 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 recommended 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 confined 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 lay,' 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, grounds, documentation or evidence not contained m, 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 any period of time prescribed or allowed by this section, the. day of the act, event or default from which the designated .period .of time begins to run shall not be included. The last day of the -period so computed shall be included unless it is a Saturday,'Sunday or legal holiday in which event the period shall run until the er.d of the next day which is Page 20 of 40 Request .. roposals (RFP) 226249,4 • neither a Saturday, 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 Commssion 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, .bidder(s)/proposer(s) will be notified to remove 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 term 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 permission 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 will 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 ant' 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 firm has a cun-ent contract with the State of Florida, Department of General Services, to supply the items on this solicitation; the bidder/proposer shall quote not more than the contract price; failure 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 . . Page 2l of 40 Request . roposals (R.FP) 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, PFQ, or RFL1. 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 TIIE NORTH: 1-95 SOUTH UNTIL IT TURNS INTO US1. USl SOUTH TO 27TH AVE.. TURN LEFT, PROCEED SOUTH TO SO. BAYSHOP.E DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AIVIERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM TIIE SOUTH: USI NORTH TO27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSEOR.E DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL 1S AT THE END OF PAN AMERICAN DR. PARING 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 terns and conditions of the contract. 13:—Th, Cityltas Beteririined-that-such-terininat o rwi'll-be'in-the-be,st-interest-of the Cit}rto-ternZinate the contractfor 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/orservtces 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- All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", al] material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your fir m'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 material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attomey's fees and for costs and attorney's 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 Bidder(s)/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 perfonned 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 encased 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 inentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 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 i .roposals (RFP) 226249,4 2. 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 tens, conditions and stipulations of the solicitation. ' 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/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, 2010 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 for 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, tenns and conditions established herein and b) availability of funds. 2.5. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds 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 firm(s). 2.6. PROPOSERS MINIMUM QUALIFICATIONS Each company interested in responding to this Request for Proposals (RFP) must provide the information --on the•company-s-qualifications-and-experience; qualifications-of-the-Owner(s)/Prinipal(s),.Business--- Manager's experience, and previous similar food service facilities owned/operated as described in Section 3.0., Specifications/Scope of Work and Section 4.0, Submisson Requirements, for each type of unit described. 2.7. CONTRACT EXECUT?ON Page 24 of 40 Request r". •?roposals (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 City 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: MIAMI RIVERSIDE CENTER (MRC) CAFETERIA AND MIANII POLICE HEADQUARTERS CAFETERIA .1. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence S1,000,000 General Aggregate Limit S 2,000,000 Products/Completed Operations SI,000,000 Personal and Advertising Injury S1,000,000 Damage to Rented Premises S 100,000 B. Endorsements Required City of Miami included as an additional insured Contingent Liability Premises & Operations Liability II. Business Automobile Liability A. 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 S 300,000 B. Endorsements Required City of Miami included as an additional insured LII \?1orkerlsConipensation_ Limits of Liability Statutory -State of Florida Waiver of subrogation Ernploye''s Liability A. Limits of Liability Page 25 of 40 Requestt,. •rroposals (RFP) 226249,4 S100,000 for bodily injury caused by an accident, each accident. S 100,000 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 fall replacement cost with maximum deductibles of S1,000 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 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 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 all 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 immediately 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. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) A Sub -Consultant; herein known as Sub-Contractor(s) is an individual or finn 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 tlirough Proposer or Prbposer's firm and not paid directly by the City. Sub -Contractors are allowed by tl-;e• City in the performance of the.services delineated w.ithin.this Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to -be utilized`in the perfonndnce of required services. The City retains the right to accept or reject any Sub -Contractors . Page 26 of 40 Request 1— iiroposals (RFP) 226249;4- proposed in the response of Successful Proposer or prior to contract execution. Any and all 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 Proposer nor 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 from 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 commencement date and on or before the I oth 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 fuctions 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 fonns 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 and does not dure the default within 30 days after written notice of default, the City Manager may terminate this Contract nr 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. •?roposals (RFP) 226249,4 liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Successful Proposer was not in default or (2) the Successful Proposer's failure to perform is without its control, fault or negligence, or that of its Sub -Contractor's, the termination will be deemed to be a termination for convenience by the City of Miami. P. 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 terminated, 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 terns and conditions included with the Proposal response shall be evaluated or considered, and any and all such additional terns 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 Proposer's acknowledgment form attests to the same. 2.20. CHANGES/ALTERATI ONS/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 RFP. 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 (how many times daily and/or weekly) b) Kitchen equipment (weekly/monthly) with information about examples of anticipated equipment maintenance agreements, crease traps, etc. 2.22. PERFORMANCE REVIEW/INSPECTIONS The Contract Administrator(s) or designee(s) will conduct Performance 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: (1) Solicitation issued. (2) Receipt of responses (3) Opening and listing of all responses received Page 28 of 40 . Request I.. rroposals (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 accents 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 Recommendation of Award To fields. If "various" is indicated in the Reconunendation 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 Committee's recommendation, and instruct the Committee to re-evaluate and make another recommendation, 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 reconunendation(s). The City Commission may also reject any or all response. (10) 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. (1 1) 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 additions thereto shall be adjusted to exclude any significant sums by which City determines the contract price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. A11 such contract adjustments shall be Made within one (1) year following the end of the Agreement. 2.27. O'TIONAL CONCEPTS Page 29 of 40 Request,.,. rroposais (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 i . r'roposals (RFP) 226249,4 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK - MIAMI P.IVERSIDE CENTER (MRC) The following is the Scope of Work for the Miami Riverside Center Building (IvIRC). 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 banks of the 1Vliami River, the Miami Riverside Center (MRC) is a state of the art office facility. The primary service to be provided by the Successful Froposer is exclusive rights to operate the cafeteria (See floor plan attached as Exhibit B in Header/Attachments Section). Patrons of its cafeteria are able to enjoy either indoor or outdoor seating while enjoying views of the riverfront. The cafeteria's total gross 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,.lvlonday through Friday, excluding federal holidays. The hours of operation for the public are from 7:00 am 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/Attachments 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 bai grill line and not and cold bey raves The kitchen will b supplied with City owned equhpin nt suffichent foi the Proposer to_" operate the cafet ria busrn ss The maintenance of the'Cit} s equipment is the sole responsibihty'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:OOAM - 3:OOPlvf (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 begimhing February 2008 and ending February 2010, the average gross monthly sales for the cafeteria and the vending operations were S 10,854.19 and S275.25, respectively. The highest reported gross monthly sales for the cafeteria during this sarnT period"u ere S1 3,639:41; the lowest gross saleg-were S8,869.31 (See Report in Header/Attaclunents 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 exclusivity is thatsome departments may supply their own coffee machines in their respective department's space). Vending machines will be located tluotighout the-Preinies and -Shall be available 24 hours a day, 7 days a week. Proposer shall make reconunei dations on -the types and Page 31 of 40 Request , . Proposals (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 al] 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 malfunction. 3.1.4. Services To Be Performed At MRC 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. Warrant that all food and beverages dispensed or served•shall, in al] respects, be suitable for human consumption and, in particular, shall conform 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. H. 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 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. 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 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. 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 trainiri :; all food and beverage personnel, With special attention made to selen:t - - staff that is personable, service -oriented, diverse, and committed to the satisfactory"service. Page 32 of 40 Request .Proposals (RFP) 226749,4 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 tens of the Contract, the Successful Proposer, at its cost and if needed, shall repair, replace and/or maintain all cafeteria equipment and fiumishings according to reasonable standards acceptable to the City. Documentation of said repairs or replacements shall be maintained and provided to the City. W. Shall be responsible for any and all damage to the facility or property resulting fi-om 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. VShall 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 require 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 (AMC) 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 reasonab e cleanup of areas used Wit during catering, functions particularly as ins relates to spills ail 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. There are no exclusive rights to catering on these Premises (i.e. anoth ..company,may be sp cifically invited to provide food for office functions). Off -site catring to other City facilities or City sponsored events is permitted. The Successful Proposer may use City facilities for catering non -City functions off srce Page 33 of 40 Request r, i'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 Cite, and impact of • the primary 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. SPECIF1CAT1ONS/SCOPE OF WORK - POLICE HEADQUARTERS CAFETERIA The following is the Scope of Work for the Miami Police Ieadquarters Building. Prospective proposers can propose on one or both locations: 3.2.1 Specifications/Scope of Work for Concession at the Miami Police Headquarters The City of Miami ("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/Attaclunents Section). The Miami Police Department Cafeteria caters to both employees of the facility, visitors, and faculty of the Law Enforcement lvlemorial 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 Proposer 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 andcold 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 al] 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 of Miami. 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 are encouraged. C. Ensure that all products listed on the menu board for consumption will be available for sale in suffi ci ent-quantiti es-to-meet-exp ecteel-demands. D. Shall assume all operating costs, retain al] receipts and be responsible for payment of all labor, food, operating supplies,•and all other general administration expenses. E. Warrant that all food and beverages dispensed or served shah, in all respects, be suitable for human consumption and, in particular, shall conform to any and federal, state, county andlocal h alth which 'relate to it. F. Provide and replace, as necessary, all short life small wares including, but notliiihited to, all paper Page 34 of 40 Request fu, roposals (RFP) 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, rules, rulings policies, orders and administrative actions including, without Iimitation, any hazardous Materials Laws relating to industrial hygiene, environmental or other hazardous, contaminated • orpolluting 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 liquid, 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 City. 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 - ,lessica Lunsford Act. All background checks will be conducted by the Miami Police Department, at no cost to the Successful Proposer, prior to the assignnent of the Successful Proposer's employees to the Cafeteria Concession Facility located at the Miami Police Department The Successful Proposer shall famish, 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 sen+ices, 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 assignnnent at the facility. The term appropriate uniform is interpreted to include al] 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--Microwaves-shall-be-cleaned-daily; andmore-frequently, if 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 the tern of the Contract,.the Successful Proposer, at,.its.cost and -.if -needed, sha1l::-. repair, replace and/or maintain all cafeteria equipment and fumishings according to reasonable standards acceptable to the City. Documentation of said repairs or replacements thaw be inatfitaitied and provided to Page 35 of 40 . Request fu-r'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 necessary 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, 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. 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. BB. 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 Department 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 funtions. Use of this facility for off -site catering is not permitted. Should a meeting or special event occur during or outside the nonnal 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 fu, rroposals (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 be presented in the following format. Failure to do so May deem your Proposal non -responsive. Only hard copra submissions will he accented. For delivery location please review Section 1.79, Submission and Receipt of Responses. Proposer must submit an original response along with -eight (d') copies and one copy on CD. Failure to do so may deem 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 Oualifications 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, tens, and overall value. Indicate whether Proposer. is, or has been, in arrears of payments to the City on any City contract within the past rive (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) Client Lists (closed); — _ _ Provide listing of all accounts, which were terminated or not renewed by your company for whatever --reason- within the-last-two-(2)-years, ifapplicable-This-listing slmall-include-clientsroameraddress; contact • 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 sunrlar projects,- particularly. for a govenmmental entity and fora similar venire for'the I- oposei and any of its affiliates or parent, including joint ventures, most reent arid/or current expei•ierice-rn:pe fonmirrig these services; including any previous City experience within the past three (3) or more years; Page 37 of 40 Request tu.=r'roposals (RFP) 226249,4 g) Provide resumes for the principal personnel wSio 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 membeis 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 final, and/or any of its affiliates or parent, including joint ventures, or any of its principals; i) Provide actual data comparisons for comparable facilities detailing your experience, including: j) Overall Revenues (gross and net); Points of Sale; ii. Sales per capita and 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 infornation 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; m) 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, ti'age 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 perform any 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). Proposer must clearly reflect in its Proposal any Sub -Contractors proposed to be utilized, and provide for the Sub -Contractor the same infornation required of Proposer. The City retains the right to accept or reject any Sub -Contractors proposed. 5. Development. Management and Operational Plan and Approach a) Provide information regarding your financial stability and Proposer's ability to finance operation and maintain same over the tenn 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 employee training, storage of hazardous materials, chemical usage, and use of protective equipment. Also detail your Plan to iiraintarn and ensure a proper state of cleanliness, and include steps to be taken 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 Saline..As applicable; discuss any proposed.e.apital investments. by Proposer to said equipment of tor the, facility for the performance of services; Page 38 of 40 Request t,,:-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 planner, 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 veuetables, 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 fee 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 or 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.fonmat and monthly report format. Each Proposer shall provide a Proposal regarding the compensation to be paid to the City for use of said facility(ies). Page 39 of 40 Request h,,:-t'roposals (RIP) 226249,4 5. Evaluation Criteria 5.1. EVALUATION CRITERIA EVALUATION CRITERIA A large percentage of the evaluation criteria for this RFP is based on the benefit to the City of the Concession Percentage Fee the Proposer submits. Some of the factors affecting gross sales are: 1) the ability of the 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 Committee 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 meet to evaluate each certified response in accordance with the requirements of this RFP. The Committee may select firms 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. E. C. D. E. Qualification and Experience of Proposer: Concession Percentage Fee to City: .Quality of Management 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 15 points Maximum 15 points Page 40 of 40