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HomeMy WebLinkAboutRequest For QualificationsANNIE PEREZ, CPPO DANIEL J. ALFONSO Procurement Director City Manager ADDENDUM NO. 5 DATE: June 3, 2015 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: SOLICITATION NO.: Request for Qualifications (RFQ) No. 495344 TITLE: Commercial Solid Waste Hauling Services This Addendum becomes a part of the subject solicitation. A. Article 5, Section 5.2, has been deleted in its entirety and replaced with the following to reflect the deletions and addition of the underlined language. FRANCHISE FEE: FRANCHISEE agrees to remit monthly to the CITY, twenty-four percent (24%) of its Gross Receipts, generated from accounts within the City limits, or $500.00 per month, whichever is greater. Effective October 1, 2015, the City of Miami will require all franchisees to submit a monthly reconciliation report via the Miamibiz portal. Franchisees Instructions will be made available on the portal, providing step-by-step instructions on submitting financial information and requestingu lates/rerals of businesses listed. FRANCHISEE agrees to maintain a second list which reflects an aging schedule of individual account charges which must be retained for a period of 60 months from the end of the AGREEMENT, and be made available at all times to CITY auditors. Twenty-four percent (24%) of the total amount collected should equal the remittance amount paid to the CITY. The remittance of the previous month's collection should be received by the CITY on or before the last day of each month. Failure to remit by the last day of the following month will cause the FRANCHISEE a one and one half percent (1.5%) penalty per month on the balance due, If payment is past due in excess of 60 days, the Solid Waste Department will initiate its procedure to revoke the FRANCHISE and attach the Payment and Performance Bond for all monies due and owing the CITY, including costs. It should be noted, that the twenty-four percent (24%) remitted monthly to the City, should be calculated on all monthly gross receipts, excluding receipts derived from biomedical, biological, and hazardous removal, as defined in the AGREEMENT, collected from the customers, exclusive of taxes, As payment of the franchise fee is assessed to the FRANCHISEE, FRANCHISEE may not write into its customer bills or invoices a charge labeled "City of Miami Franchise Fee," or any other language that serves to pass payment of Franchise Fees onto the customer. The gross percentage fee under this section does not apply to franchises engaged 1 Commercial Waste Hauling Services RFQ495344 solely in biomedical, biological, and hazardous removal services. The CITY may, from time to time, adjust this fee by amending § 22-56 of the City Code. FRANCHISEE acknowledges It shall be obliged to pay such fee as adjusted or amended as of the effective date of such legislation and will promptly execute an addendum or amendment affirming the foregoing. B. Article 4, Section 4.5, has been deleted in its entirety and replaced with the following to reflect the deletions and addition of the underlined language: "In cases of a hurricane or other emergency or disaster situation, the City Manager may grant the FRANCHISEE reasonable variance from regular schedules and routes. As soon as a declaration of an emergency 18 issued by the Mayor, FRANCHISEE shall make reasonable efforts to secure its containers in order to prevent hazards and/or threats to public safety and health. As soon as practicable after such disaster, the FRANCHISEE shall advise the CITY and its customers of the estimated time required before regular schedules and routes can be resumed." C. The following are the inquires received and the corresponding responses: 1. Pursuant to Attachment A, Attestation of Qualifications, B, Character of Applicant, (1) Penal History, Page 2., this Section requests information from "local managing officer(s)." If elected officers are not local, would the required information from local Managers suffice to satisfy this requirement, even if the people with full responsibility from the local operations, are not officers? Answer: Regardless of whether local and pursuant to the RFQ's General Terms and Conditions Sections 1.28 (Determination of Responsiveness) and 1.34 (Evaluation of Responses), the requested information for the company's officers is required as part of the City's due diligence in ascertaining whether the company is "responsible". The failure to provide the requested information would be at the risk of the company being deemed nonresponsive. 2. Article II, Definitions, Section 2.2., Agreement Collection Area, Page 2, if the Franchise Agreement Collection Area excludes PortMiami, then who would authorize haulers to service PortMiami? Whose jurisdiction does PortMiami fall under? Answers: PortMiami does not apply to this solicitation. The Port is under the jurisdiction of the County. 3, Article II, Definitions, Section 2.2., Annual Franchise Fee, Page 2, if the franchise fee changes, would the haulers be allowed to increase prices to absorb any increase to the franchise fee? Answer: The City of Miami does not dictate price structure to the Franchisees. 4. Article II, Definitions, Section 2.2,, Gross Receipts, Page 2. The definition of gross receipts includes franchise fees paid on compactors. Moreover, there are businesses in the City of Miami that separately rent compactors from manufacturers. These businesses do not pay franchise fees, which puts the Franchise haulers at a competitive disadvantage, when the rental of compactors are twenty- 2 Commercial Waste Hauling Services RFQ495344 five percent (25%) more than a company that does not pay this fee. Will the City consider removing compactors from the definition of gross receipts? Answer: The City will look into this matter separately, however, this does not preclude a Proposer from responding to the Solicitation. 5. Article II, Definitions, Section 2,2., Gross Receipts, Page 3. Proposer requests that the definition of Gross Receipts not include administrative fees, fuel or environmental fees, fuel surcharge, or any other fee that would not be assessed a franchise fee. Answer: The definition of Gross Receipts is defined in the solicitation. 6. Article IV, Obligations of the Franchisee, Section 4.1, Page 5. The City includes wood, pipe steel as unacceptable waste. Please remove these items from the definition of unacceptable waste. Answer: This section is under review, however, this does not preclude a Proposer from responding to the Solicitation. 7. Article IV, Obligations of the Franchisee, Section 4.5, Page 6. The existing agreement accounted for man-made disasters. The proposed agreement does not include man-made disasters. Please include man-made disasters in this section as it is currently included in the existing agreement. Answer: Consistent with the language of the RFQ General Terms and Conditions, Section 1.31 (Emergency/Disaster Performance), the language of Franchise Agreement Section 4.5 has been amended to add and delete language as indicated in Section B above. 8. Article IV, Obligations of the Franchisee, Section 4.6, Page 7. Please change this Section to be in compliance with State law. For example, Statute 403.7046 does not require disclosure of customers. Answer: To insure that all applicable customers are being serviced and that all serviced customers are being reported, the City requires this information from the customers and the Franchisees. 9. Article IV, Obligations of the Franchisee, Section 4.12, Pages 8-9. Section 4.12 exceeds the authority under the cited code section, as the ordinance does not require the City to be notified of any collection matters, claims, or court proceedings involving franchisees. Moreover, there is nothing in the ordinance that permits the City to participate in such matters. Please change this section to be in compliance with the City Code section cited. Answer: Franchise Agreement Section 4.12 cites to City Code Section 22-2(b) with respect to the seven (7) day notice Franchisee must provide the City, in particular the Department of Code Enforcement and the NET Service Center, when discontinuing service to a commercial property. Concerning the requirement that the City be "notified of any collection matters, claims, or court proceedings involving franchisees", pursuant to RFQ General Terms and Conditions Section 1.27 (Default/Failure to Perform), the following shall constitute default: "becoming insolvent, being 3 Commercial Waste Hauling Services RFQ495344 declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract." Per this same RFQ Section 1.27, the 'City shad be the sole judge of nonperformance, which shall include any failure on the part to 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." 10. Article IV, Obligations of the Franchisee, Section 4.15, Pages 9-1.0; Why is the organics requirement in Section 4.15 in the reporting Section? Where is the authorization in the ordinance to mandate the implementation of an organic recycling program in Section 4.15, .(8) and (9)? Answers: The organics requirement is an obligation of the Franchisees, listed in the section that deals with the obligations of the Franchisees. The code will mirror the need to create more diversion from the waste stream via other proven technologies. The Department of Solid Waste is committed to work with the permitted haulers in identifying the suitable feedstock and in amounts that are not only doable but also a technology that is competitive in tipping fee pricing. 11. Article V, Franchise Fees, Section 5.2, Page 10: Why did the City remove the franchise fee from the items to be included in the calculation of the franchise fee remittance? The effect is that the customers in the City of Miami will be paying more. Answer: The definition of gross receipts is all inclusive of surcharges and other company created fees. Any revenues collected by the Franchise is subject to the franchise fee; 12. Article V, Franchise Fees, Section 5.3, page 11: The existing agreement required annual CPA statements following the close of each Fiscal year, that required under City Code 22-5(6)(b). Is the City intending to do away with this requirement? Answer: No. The City will request any needed financial data from the franchisees records. 13. Article VI, Audit and Inspection Rights, Page 12-14: Please change this Article to reflect the following: the audit right in this article should not require haulers to give any of its confidential or proprietary information to the City. The only books and records required to be delivered to the City should include documents that are directly related to the billings and collections under this agreement in order to ensure the correct payment of amounts due to the City.. Any period of the contract that is subject to an audit shall only be subject to an audit for that one time and will not be subject to re -audit after any monies owed to the City for such time period have been paid. At no point in time shall the City be entitled to any of the haulers' customer lists showing pricing, services, and all other information related to such customers. Answer: The Awarded Vendor shall adhere completely with City Code Sections 18-99 (Inspections and audits for accuracy and accountability), 18-100 (Right to conduct inspections and audits), 18- 101 (Inspections) and 18-102 (Audits). Additionally, the Awarded Vendor shall comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the City to perform this service; (2) providing 4 Commercial Waste Hauling Services RFQ495344 the public with access to public records on the same terms andconditions as the City Would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meeting all requirements for retaining public records and transferring, at no cost, to the City all public records in its possession upon termination of this Agreement and destroying any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) providing all electronically stored public records to the City in a format compatible with the City's information technology systems. 14. Article X, Right to Terminate and/or Transfer Agreement, Page 16: Please include mutual default and termination provisions in this Article. Answer: RFQ Section 2.24 (Termination) states the City's Termination provisions with respectto default and for convenience as deemed in the City's best interest, Furthermore, pursuant to RFQ Section 2.25 (Additional Terms and Conditions), "no additional terms and conditions included as part of the Proposer's solicitation response shall be evaluated or considered, and any and all additional termsand conditions shall have no force or effect and are' inapplicable to this solicitation." 15. Article X, Right to Terminate and/or Transfer Agreement, Section 10.5, Page 16. This Section includes language that allows another franchisee to pick up another franchise hauler's waste if they are in a stalemate with their customer. Please remove this provision. Answer: The City is obligated to provide a mechanism for the removal of solid waste and other debris due to potential sanitary conditions; this is a part of that mechanism. 16. As it pertains to Addendum No. 3, the response to Question 18 does not fully clarify if the franchisees must remit franchise fees for recycling of organic food waste. Answer: Franchise fees are required on gross receipts received by the franchisees for the provision of solid waste removal services of which, recycling is included. 17. As it pertains to Addendum No. 3, the response to Question 22 does not fully clarify if revenue generated from compactors that are leased or sold to be used exclusively for "recovered materials" recycling at commercial establishments is exempt from franchise fees, Answer: That question is answered in the definitions section and other areas of the contract. 18. As it pertains to Addendum No. 3, the response to Question 5 states that materials collected from "noncommercial properties" are subject to franchise fees. Does that mean that revenue generated from recovered materials recycling service at multi -family rental apartment and multi -family condominium properties is subject to franchise fees? Answer: Per Article 11 of the Franchise Agreement, the "Franchise Fee" shall mean the monthly percentage of Gross Receipts remitted to the City by each Franchisee. In .turn, the "Gross Receipts" 5 Commercial Waste Mauling Services RFQ495344 shall mean all monies, whether paid by cash, check, debit or credit, collected from customers resulting from all transactions and activities in the Franchisee's regular course of business and trade. Consequently, revenue generated from recovered materials recycling service at multi -family rental apartment and multi -family condominium properties is subject to franchise fees. All other information remains the same. APPROVED: Anni Per 6) \ )(C" , CPPO, Director of Procurement Date AP:lo c. Lydia Osborne, CPPO, Assistant Director of Procurement Mario F Nunez, Director, Department of Solid Waste Pablo R. Velez, Assistant City Attorney 6 Commercial Waste Hauling Services RFQ4953441. ANNIE PEREZ, CPPO DANIEL J. ALFONSO Procurement Director City Manager ADDENDUM NO. 4 DATE: May 29, 2015 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: SOLICITATION NO.: Request for Qualifications (RFQ) No. 495344 TITLE: Commercial Solid Waste Hauling Services This Addendum becomes a part of the subject solicitation. A. The deadline for receipt of proposals for RFQ495344 has been extended to June 8, 2015, at 3:00 PM (local time), to allow for responses to questions received. B The following are the inquiries received and the corresponding responses: 1. Section 3.1, Specifications/Scope of Work, second paragraph, list "unacceptable waste", which includes items such as acid, batteries, auto parts, excavating materials, construction and demolition debris, roofing materials, wood, pipe, steel, gas tanks, etc. Since in this type of contract the vendor will pick up items such as excavating materials, construction and demolition debris, roofing materials, wood, pipe, and steel, would the City be responsible for the pickup of the other "unacceptable materials"? Answer: The permitted hauler may provide any of the above services provided the generator and permitted hauler agree as explained in Section 3.1, Specifications/Scope of Work. The City will not pick up any of these "unacceptable materials". Hazardous materials are to be collected and disposed of according to State law. 2. Please confirm that the performance bond referenced in Section 2.16 of the RFQ will be required to be $25,000.00 for the first year, irrespective of franchise fee obligations in past years. Answer: Pursuant to Section 2.15, Performance Bond Requirements, the amount of the bond for the first year of the contract shall be no less than $25,000.00. The amount of the bond for the second 1 Commercial Waste Hauling Servioes RFQ495344 year and subsequent years shall be the greater of either the prior year's franchise fee obligation to the City or the amount of $25,000.00. 3. Pursuant to Article II, Definitions, of the Franchise Agreement, under Gross Receipts, should permit fees be excluded from the franchise fees paid? Answer: Pursuant to the Agreement, Section 2.2, the definition for "Franchise Fee" shall mean the monthly percentage of Gross Receipts remitted to the City by each Franchisee. Per the same Section, "Gross Receipts" are inclusive of "administration fees," 4. Are recovered food waste products collected subject to franchise fees? Answer: Per Franchise Agreement, Section 4.1, "Franchisee shall be responsible for the collection and disposal of all Commercial Solid Waste and recyclable materials, excluding biomedical, biological and hazardous waste." 5. Please confirm if the City's franchise fee is applicable to revenues generated from the following services: a) Recycling of "recovered materials," as defined by the state, at multi -family rental properties, such as apartments, and b) Recycling of "recovered materials," as defined by the state, at multi -family condominiums. (For reference, the State includes the following six items that when source -separated and recycled, are included in the definition of "recovered materials paper, plastic, rubber, textiles, glass, and metal.) Answer: Per Agreement Section 2.2, the "Franchise Fee" is determined by a monthly percentage of gross receipts. Per this same section, "Gross Receipts" shall include "recycling (excluding recovered materials at commercial establishments as defined by §403.7046, Florida Statutes)" and shall not include "income derived from the transportation, storage, treatment, collection, and removal of biomedical, biological, or hazardous waste as herein defined." 6. Please confirm if the City's franchise fee is applicable to revenues generated from "organics" recycling services of food waste and/or materials other than paper, plastic, rubber, textiles, glass, and metal. Answer: Organic recycling services are applicable unless exempt by State law. Please also refer to response for Item 4 above. 7. a) Will the City allow firms that are NOT commercial solid franchisees to provide organics recycling services? b) Will the City allow firms that are NOT commercial solid franchisees to provide compactor equipment sales and leasing? Answers: a) Unless exempt by State recycling laws or included on the recycling materials list, only permitted haulers are authorized to provide organics recycling services. Please note that gardeners and lawn service companies are not subject to this agreement. b) This question is outside the scope of this agreement. The City does not regulate sales or leasing of compactor equipment, therefore anyone in that business may operate openly without sanctions. 2 Commercial Waste Hauling Services . RFQ495344 8. Please confirm if the City's franchise fee is applicable to revenues generated from the lease or sale of compactors and other equipment utilized solely for providing recycling of source separated "recovered materials" (as defined by the state) at commercial establishments. Answer: Pursuant to the Franchise Agreement, Section 2.2, the definition for "Franchise Fees" shall mean the monthly percentage of Gross Receipts remitted to the City by each franchisee. Per the same section, "Gross Receipts" are inclusive of "all transactions and activities in the franchisee's regular course of business and trade". 9. The new RFQ cites Ordinance 11837 as the basis for the agreement identified as Attachment B. The City also referenced that same ordinance in the existing franchise agreement. The City has substantially amended the language in the new RFQ documents, however, by deleting "exclusive of taxes and franchise fees" in Section 5.2 when specifying the basis for remitting franchise fees, and by adding language prohibiting franchisees from disclosing to their customers the amount or percentage of franchise fees that the City requires. Since these amendments are inconsistent with past actions and practices of the City and of the Franchisees (for many years,) and both amendments are clearly changes, and not simply clarifications, will they require a change in the ordinance, requiring twohearings before the City Commission? Answer: A new ordinance is being drafted to address changes needed in the contract to clear up ambiguities and/or omissions. Additionally, in spite of what may or may not have been "past actions and practices", "for many years", and "clearly changes, and not simply clarifications", per RFQ General Terms and Conditions Section 1.10, the City has issued this solicitation to establish a new contract for said services, inclusive of all such requirements and "certain terms as are in the City's best interests". 10. Please provide the legal authority In support of Article V, Section 5.2, which reads as follows: ".....As payment of the franchise fee is assessed to the Franchisee, Franchisee may not write into the customer bills or invoices a charge labeled "City of Miami Franchise Fee," or any other language that serves to pass payment of Franchise Fee onto the customer..." Answer: Pursuant to RFQ 495344, Article XIV Compliance with Federal, State, and Local Laws, "Franchisee understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to Franchisee's operations and services, public records, conflict of interest, record keeping, etc. Franchisee agrees to comply with and observe all applicable Federal, State, County and City laws, rules, regulations, Codes and Ordinances, as applicable to Franchisee and its operations and services, as they may be amended from time to time," Additionally, and as was stated immediately above, per RFQ General Terms and Conditions Section 1.10, the City has issued this solicitation to establish a new contract for said services, inclusive of all such requirements and. "certain terms as are in the City's best interests". 11, Are Proposers required to provide a Certificate of Insurance (COI) with their submissions, or will the COI be required only after award and upon execution of the Franchise Agreement? Answer: COI is not required with proposal submission. Selected Proposers will be notified upon award, 3 Commercial Waste Hauling Services RFQ495344 12. Pursuant to Section 2.24 (B), Termination for Convenience, the requests that this provision be deleted as this solicitation is not for a contract to expend funds and there are no appropriation issues. The only manner the City can terminate a Franchise Agreement is for a non -cure of a default or non- performance, not for convenience. Answer: Refer to Addendum No. 3, response to inquiry No. 17. 13, Is the Certification Statement and Certifications Section part of RFQ 495344, and if so, where can they be found? Answer: The Certification Statement and Certifications can be found in the Header Section of the Solicitation. All other information remains the same. APPROVED: Annie Perez, CPPO, Director of Procurement Date AP:Io c. Lydia Osborne, CPPO, Assistant Director of Procurement Mario F Nunez, Director, Department of Solid Waste Pablo R. Velez, Assistant City Attorney 4 Comtnercial Waste Hauling Services RFQ495344 ANNIE PEREZ, CPPO DANIELL ALFONSO Procurement Director City Manager ADDENDUM NO. 3 DATE: May 18, 2015 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: SOLICITATION NO.: Request for Qualifications (RFQ) No. 495344 TITLE: Commercial Solid Waste Hauling •Services This Addendum becomes a part of the subject solicitation. A. The deadline for receipt of proposals for RFQ495344 has been extended to June 3, 2015, at 3:00 PM (local time), to allow for responses to questions received. B. The following are the inquiries received and the corresponding responses: 1. Section 2.12, insurance, conflicts with the language in the Franchisee Agreement, Article VII, Insurance and Bonds, Section 7.1. Please clarify. Answer: The Insurance requirements in Section 2.12 of the Solicitation are the requirements for this solicitation. 2. Section 2.12, insurance Requirements, Item VI, lists Pollution Liability as a requirement, if applicable. Please indicate if Pollution Liability is necessary for this Solicitation, as it is an expensive item, if not needed. Answer: Pollution Liability is a requirement for those Proposers who handle environmental and or toxic waste materials. 3. Is wood included in the definition of organic waste? Answer: Yes. 4. Section 4.15(9) references "a future City waste conversion facility," that the City may require franchisees to utilize. in order to evaluate the costs and benefits of using this facility, as well as for pricing purposes, franchisees need to know the location of the facility, and that the tipping fee will not exceed IVISW tipping fees in South Florida. Please provide the location of the facility, an 1 Commercial Waste Hauling Services RFQ495344 expected opening date, and tipping fees. If tipping fees cannot be determined at this time, please provide assurance that the tipping fees will not exceed the tipping fees for MSW in South Florida. Answer: The City is currently researching the possibility of adopting a waste -to -energy facility to handle organic waste (only) from both residential and commercial users. In order for the potential project to be successful the City might need commercial feedstock such as food waste and even fats, oil, and grease. Since the Solid Waste Department's own green waste would be one of the main feed stocks (up to 30,000 tons per year), it is also in the best interest of the Department that the chosen technology is competitive with the area tipping fees being charged to the Department. The Department is committed to have the permitted haulers involved in the process to make this a sustainable project. The scale and Location of the project has not been determined at this time. The permitted haulers will be invited to future meetings as the Department is aware some haulers have had experience with waste -to -energy technologies outside Miami -Dade County. 5. Are materials collected from non-commercial properties subject to franchise fees? Answer: Yes. 6. Per Article IV, Obligations of Franchisee, Section 4.8, how does the Franchise fees apply to In -Kind services? Answer: There are no fees for in -kind services. 7. Can the City provide a map that reflects high density areas for hours of operation optimization? Answer: No. This is not within the scope of services, and does not preclude a Proposer from proposing on the solicitation. 8. Per Article V, Franchise fees, is the aging schedule, referenced in the third sentence, really required for 60 months? Answer: Yes. 9. In Article V, Franchise Fees, Section 5.7, Safety Inspection Fee, is the safety inspection fee applicable to all Franchisee's vehicles and or equipment? Answer: Pursuant to the referenced Article and Section, the safety inspection fee is applicable if a vehicle or equipment operating in the City is found to be defective, potentially unsafe or requires inspection by City staff to ensure that the Franchisee's operated vehicles are safe to operate. Refer to the Section for more information. 10. Does the Proposer have to complete and attach the draft Agreement or just the Attestation of Qualifications? Answer: Please refer to Section 3.1, Submission Requirements.. 11. Please clarify how permit fees (Section 5.5) will be assessed on accounts started other than on October 1. Will there be.a sliding scale based on the date the account was started? 2 Commercial Waste Hauling Services R.FQ495344 Answer: The Permit Per Account Fee is $75.00 for all newly acquired accounts, regardless of the month in which the account is acquired. The sliding fee scale has been abolished as it was confusing to the Franchisee's, who agreed that a flat rate throughout the year was better. 12. Contamination is a concern with recycling, and particularly with "organics" (food waste) recycling. How will the City regulate commercial food waste generators and enforce requirements that these customers set out food waste separately (source separated) from all other materials and contaminants? Answer: Contamination has also been a concern to the Solid Waste Department. The Department is interested in hearing any proposals from haulers and recommends this issue be addressed in the Commercial Solid Waste Advisory Committee. 13. Article V, Franchise Fees, Section 5.2, underlined sentence states that: As payment of the franchise fee is assessed to the Franchisee, Franchisee may not write into its customer bills or invoice a charge labelled "City of Miami Franchise Fee, or any other language that serves to pass payment of Franchise Fees onto the customer. Since the City cannot dictate how the Franchisee invoices its customers, what is the legal basis for this statement? Answer: Franchisees have been using the language that this is a City of Miami Fee imposed on Franchisee's customers by the City. This is incorrect, as the City does not levy fees on the Franchisee's customers. 14. Please confirm if the City will require a commercial solid waste franchise for firms engaged in businesses that are not typically franchised, but are listed in the definition of "Gross Receipts," such as used cooking oil, vector debris collection, etc. Answer: The Franchise Agreement for this solicitation only addresses all municipal solid waste activities other than single family homes and apartment units of three (3) or fewer units which are managed by the City of Miami Solid Waste Department. All other activities outside this Agreement need to refer to the City Code, 15. Section 4.2 lists minimum service levels for multi -family dwellings, but a literal reading would allow only one size of container for each category listed. In many cases, the listed container size is not feasible, such as an 8-cubic yard container in a location with a chute room or other restricted access area. Will the city add language that allows different sized containers (including compactors) that provide equivalent waste holding capacities to those listed in section 4.2? Answer: The size containers listed in this Section is in fact the requested service minimums. As long as the Franchisee provides service to accommodate the facility with equipment and service frequency adequate to accommodate the customer the requirements will be met. 16. Please confirm the City's intent to replace the word "provide" with "offer" or "offer to provide" in the last sentence in section 4.6. Answer: Article IV, Section 4.6, last sentence, has been replaced with the following sentence to change the word "provide" to "offer'. Failure of Franchisee to offer a recycling program shall cause a default in this Agreement pursuant to Article IX; failure to cure said default may result in termination of said Agreement pursuant to Article X. 3 Commercial Waste Hauling Services RF'Q495344 17. Section 2.24 (B), Termination for Convenience, is not applicable to this type of Agreement, please remove. Answer: Per RFQ 495344 Section 2.24, Termination (for Convenience) is applicable because it reserves for the City Manager, on behalf of the City, the right to terminate the Agreement for convenience if the City determines termination is In its best interest. 18. Are recovered food waste products collected subject to franchise fees? Answer: Pursuant to Franchise Agreement, Section 4.1, "Franchisee shall be responsible for the collection and disposal of all Commercial Solid Waste and recyclable materials, excluding biomedical, biological, and hazardous waste." 19. Why Is the City considered to be a third party for all financial disputes with Franchisee's customers? Answer: Per the Request for Qualifications (RFQ) No. 495344 and its attached Franchise Agreement, the City is granting a non-exclusive Franchise for the provision of these commercial solid waste collection services within the City. Pursuant to Article IX (Default) of the Agreement, "If Franchisee fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Franchisee shall be in default. Upon the occurrence of a default hereunder, the City, in addition to all remedies available to it by law., may immediately, upon written notice to Franchisee, terminate this Agreement." 20. Per Article IV, Obligations of Franchisee, Section 4.13, please clarify as the paragraph is too vague. Answer: The different franchise companies will be in competition with each other for business within the City and potential customers within the City will be seeking the best pricing. Additionally, the Illegal containers will be subject to confiscation, fines, etc. 21. Per Article VI, Audit and Inspection Rights, Section 6.3, why does the City require the right to copy any financial related source documents? Answer: Pursuant to City Code Section 18-100 (Right to Conduct Inspections and Audits), "The City may, at reasonable times, inspect that part of any contractual party's plant or place of business and audit those books and records which are related to the performance of any contract awarded or to be awarded by the city. Circumstances warranting such inspections and audits shall include, but not be limited to, concern as to whether standards of responsibility specified in section 18-95 [Determination of Responsibility] have been, are being, or are capable of being met, and concern as to whether the contract is being performed in accordance with its terms and conditions." Per the referenced City Code Section 18-95 (Determination of Responsibility), "The prospective contractual party shall provide any information requested by the chief procurement officer or purchasing agent concerning responsibility. If such contractual party fails to provide the requested information, the determination of 4 Commercial Waste Hauling Services RPQ495344 responsibility may be made upon available information or the prospective contractual party may be found nonresponsible." 22. Please confirm if the City's franchise fee is applicable to revenues generated from the lease or sale of compactors and other equipment utilized solely for providing recycling of source separated "recovered materials" (as defined by the state) at commercial establishments. Answer: Per the Franchise Agreement, Section 2.2, the definition for "Franchise Fee" shall mean the monthly percentage of Gross Receipts remitted to the City by each Franchisee. Per the same section, "Gross Receipts" are inclusive of "all transactions and activities in the Franchisee's regular course of business and trade". 23. Attachment A, Item 1B (2), requests fingerprints from the applicant. If the applicant is the same applicant who submitted fingerprints for the contract that is currently in effect, will the City waive the requirement to obtain a new set of fingerprints? Answer: Submission of fingerprints is required of all applicants responding to this solicitation. 24. It is a concern of my firm as a Proposer to submit a Social Security number along with the fingerprints in a public record. With the rise in identity theft and other related crimes, will the City allow Proposers to submit the prints without a Social Security number? Answer: Submission of fingerprints with the Social Security number is required of all applicants responding to this solicitation. Both the fingerprints and Social Security numbers are exempt from public records requests. All other information remains the same. APPROVED: Annie Pe z, CPPO, Director of Procurement Date AP:lo c. Lydia Osborne, CPPO, Assistant Director of Procurement Mario F Nunez, Director, Department of Solid Waste Pablo R. Velez, Assistant City Attorney 5 Commercial Waste Hauling Services RFQ495344 ANNIE PEREZ, CPPO DANIELJ, ALFONSO Procurement Director City Manager ADDENDUM NO.2 DATE: May 11, 2015 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: SOLICITATION NO.: Request for Qualifications (RFQ) No. 495344 TITLE: Commercial Solid Waste Hauling Services This Addendum becomes a part of the subject solicitation. A. Please find attached the attendance sheet for the Pre -proposal Conference for the subject solicitation. B. The following are the inquiries received and the corresponding responses: 1. Does the Cone of Silence apply to this Solicitation? Answer: Yes. Please refer to Section 18-74 of the City Code for the applicability and the exceptions. See attached. 2. Is it a requirement for a Proposer to submit a Performance Bond or a commitment fetter for the Performance Bond with the proposal? Answer: No. Pursuant to Section 2.16, the Performance Bond shall be submitted to the Procurement Department within ten business days after receipt of Notice of Award and prior to the final execution of the Agreement by the City. During the term of the contract, including renewal and extension periods, the Performance Bond shall be submitted annually, prior to the anniversary date of the contract. All other information remains the same. APPROVED: Annie , CPPO, Director of Procurement APIo c. Lydia Osborne, CPPO, Assistant Director of Procurement Mario Nunez, Director, Department of Solid Waste Date ATTENDANCE S H DIET RFP/RFQ NUMBER: RFQ 49534 - Commercial Waste Haulers LOCATION: MRC, 444 SW 2nd Avenue, 6th Floor Large Conference Room PURPOSE: Pre -Proposal Conference DATE: 11-May-15 Completing this attendance sheet is optional. yr�'za Osforne City Of Miami MRC /114 SW 2nd Avenue (305) 416- [907 Losbomeftmiamiuov:cam \-(1 �� W 9 C �PL► N %l i d_ `-Z. n , -z ±sl -. e �J' r r' ,' L c2,, p // d � , 22,=1.`34s' — ,bz �4 ° - ; 'ri 7- — __ �4 K S 1 `tik /�t.+s / D �y il1�'�i':t ` Lrit- L b; �IJG�pi Sc.�s�ri,wi�f ir t r. { ) f„, j te.5i::s s r-ecyc a 1-44,-: Ilift f 6-ci -, � ( ? `Pit- .2-2 - o taaS0,_.i4. i2 gp=esn.. ( ) t ) ( ) ( ) J ) ( ) ( ) Page ATTENDANCE S1-I 1-CET RFP/RFQ NUMBER RFQ 495344 - Commercial Waste Haulers LOCATION: MRC, '111 SW 2nd Avenue, 6th Floor Large Conference Room PURPOSE: Pre -Proposal Conference BATE: 11-May-15 Completing this attendance sheet is optional. Iyd OsJoxne City Of Miami MRC 444 SW 2nd Avenue (305) 416-1907 I osborne�a3miamiQov.com 4o. / 4 q L 4/ 7- P46H4 , fxfL 3 o 1 ivo 7Io sT ,_c: 3ijr✓, (s-5 q 6T io¢7 - -Za,w aa j/ L7 �� �l� f k Pr Ygr�s s ft/e z CO sit- 4 iO3 3. r T ��!3z7�-?(267 ssrn � saf .-; e :tit�� f Pr r-s//fo' 2 3 /A .73/ /? ( -�'36-7:.. 7/ • e- - i,,r rg P 4 ---J ,L. �c t J �s 7 Ep.✓h-G �L., 'Pm) (JAI' .s ?/4i {'-7'f L.7'-rc �3JG� 6a-2.; pff J-- -5 blz # 9-'2 y (-3,,fy Y - Y2,4 p tom. -VL-; 4, n 1- J� �.,_ JC. ../-9i.a __ 'fit CaS/i f i\t 1, i Alec.. -.-E.G !.3.[. 4 fo f t c -) i.+s 2 ¢�nj �� ,� City d.� ,�� r f p, y go..<5 63 ci j ( ( ) ( ( ) ( ( ( Page of Miami, FL Code of Ordinances Page 7 of 47 Signature means a manual or electronic identifier, or the electronic result of an authentication technique attached to or logically associated with a record that is intended by the person using it to have the same force and effect as a manual signature. Sole source means the only existing source of the item or service which meets the needs of the using agency, city department, office, board, city commission, or trust, as determined by a reasonably thorough analysis of the marketplace. Specifications means a concise statement of a set of requirements to be satisfied by a product, material, or process used in an Invitation for bids, invitation to bid, or request or invitation for quotation to describe the goods, equipment, and/or contractual services to be purchased or otherwise acquired. Surplus personal properiy means surplus, obsolete or scrap supplies or equipment. "Surplus supplies or equipment" means those which are capable of being used but are in excess of the normal operating requirements of the city. "Obsolete supplies or equipment" means those which may no longer be used for their intended purposes because their use has become economically upgraded. "Scrap supplies or equipment" are those that can no longer be used either safely or economically for any purpose except for their possible salvage value. Using agency means any city entity which requests and uses goods, equipment and/or services procured pursuant to this article. (Ord. No. 12271, § 2, 8-22-02; Ord. No. 12354, § 1, 4-10-03; Ord. No., 13380, § 2, 5-.9-13) Sec. 18-74, - Cone of silence. (a) The requirements of subsection 2-11.1(t) ("Cone of Silence Ordinances") of the Code of Miami - Dade County, Florida, as amended, shall not be applicable to the city. (b) Cone of silence. 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$200,000,00; provided, however, that the cone of silence shall not be applicable to the city attorney's office nor to the office of the independent auditor general. (c) "Cone of silence" is defined to mean a prohibition on: (1). Any communication regarding a particular request for proposals ("RFP"), request for qualifications ("RFQ"), request for letters of interest ("RFLI"), invitationfor bids ("IFB") or any other advertised solicitation between a potential proposer, offeror, respondent, bidder, lobbyist, or consultant and the city's professional staff including, but not limited to, the city manager and his or her staff; (2) Any communication regarding a particular RFP, RFQ, RFLI, IFB or any other advertised solicitation between the mayor, city commissioners or their respective staffs and any member of the city's professional staff including, but not limited to, the city manager and his or her staff; (3) Any communication regarding a particular RFP, RFQ, RFLI, IFB or any other advertised solicitation between a potential proposer, offeror, respondent, bidder, lobbyist, or consultant and any member of the selection/evaluation committee therefor; (4) about;biank 5/5/2015 Miami., FL Code of Ordinances Page 8 of 47 Any communication regarding a particular RFP, RFQ, RFLI, IFB or any other advertised solicitation between the mayor, city commissioners or their respective staffs and any member of the selection/evaluation committee therefor; and (5) Any communication regarding a particular RFP, RFQ, RFLI, IFB or any other advertised solicitation between a potential proposer, offeror, respondent, bidder, lobbyist, or consultant and the mayor, city commissioners, and their respective staffs; and (6) Any communication regarding a particular RFP, RFQ, RFLI, IFB or any other advertised solicitation between any member of the city's professional staff, including but not limited to the city manager and his or her staff, and any member of the selection/evaluation committee therefor. The city manager and the chairperson of the selection/evaluation committee may communicate about a particular selection/evaluation committee's recommendation but only after the committee has submitted its written recommendation to the city manager and provided that should any change occur in the committee recommendation, the content of the communication and of the corresponding change shall be described in writing and filed by the City- manager with the city clerk and be inducted in any recommendation memorandum su.bmitted by the city manager to the city commission. Notwithstanding the foregoing, the Cone of Silence shall not apply to: a. Competitive processes for the award of CDBG, HOME, SHIP, HOPWA, and ESG (emergency shelter grants), Funds issued and administered by the city department of community development, and Law Enforcement Trust Fund (LETF) grants administered by the city police department; b. Communications between a potential proposer, offeror, respondent, bidder, consultant or lobbyist and city purchasing staff regarding minority/women business and local vendor outreach programs; c. Duly noticed pre-bid/proposal conferences and site inspections; d. Duly noticed site visits to determine the competency of bidders/proposers regarding a particular solicitation during the time period between' the opening of bids/receipt of proposals and the time the city manager makes his or her written recommendation to the city commission;--- e. Emergency procurements; f. Communications with the city attorney and his or her staff; g. Communications regarding a particular RFP, RFQ, RPLI, IFB or any other advertised solicitation between a potential proposer, offeror, respondent, bidder, lobbyist or consultant and the chief procurement officer, its staff, or any city purchasing agent, or its staff, responsible for administering the procurement process for such solicitation, prior to bid opening date or receipt of proposals, provided the communication Is limited strictly to matters of process or procedure already contained in the correspondingsolicitation; h. Communications regarding a particular RFP, RFQ, RFLI, IFB or any other advertised solicitation between the chief procurement officer, its staff, or any city purchasing agent, or Its staff responsible. for administering the procurement process for such solicitation and a member of the correspondingselection/evaluation committee, provided the communication is limited strictly to matters of process or procedure already contained in the corresponding solicitation; €, Sole source procurements; about:blank 5/5/2015 Miami, FL Code of Ordinances Page 9 of 47 Bid waivers; k. Oral presentations before selection/evaluation committees and communications occurring during duly noticed meetings of selection/evaluation committees; I. Competitive negotiations; m. Public presentations made to the clty commission and communications occurring during any duly noticed public meeting; n. Communications in writing or by email at any time with any city employee, official, mayor, or member of the city commission unless specifically prohibited by the applicable RFP, RFQ, RFLI, IFB or other advertised solicitation. The clty shall file a copy of any written communications with the city clerk; o. Communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RR), RFLI, IFB or any other advertised solicitation by the chief procurement officer or its staff; _ _p.__Contract_negotiations- q. On-line procurements pursuant to section 18-114 r. The downtown development authority, the department of off-street parking, the Liberty City Community Revitalization Trust, the Civilian Investigative Panel, and the Miami Sports and Exhibition Authority. s. Any portion of meetings that are exempted by and held fully In accordance with the provisions of F.S. § 286.0113. (d) Procedure. (1) Imposition. A cone of silence shall be imposed upon each RFP, RFQ, RFLI, IFB or any other advertised solicitation when the solicitation is advertised in a newspaper of general circulation. At the time of imposition of the cone of silence, the city manager or his or her designee shall provide for public notice of the cone of silence. The city manager or his or her designee shall issue a notice thereof to the affected department(s), the city clerk, each commissioner and to the mayor and shall include in any advertised solicitation a statement disclosing that the solicitation is subject to the cone of silence. (2) Termination, Except as otherwise provided herein, the cone of silence shall terminate at the time the city manager's approval of the award or the city manager's written recommendation to the city commission, as may be applicable, is received by the city clerk, or at such time that bids or proposals are rejected by the city commission or the city manager; provided, however, that If the city commission refers the recommendation back to the city manager for further review, the cone of silence shall be reimposed until such time as the city manager's subsequent written recommendation is received by the city clerk, (e) Penalties. Violation of the cone of silence by a particular bidder or proposer shall render the award to said bidder or proposer voidable by the city commission. Any person who violates a provision of this ordinance shall be prohibited from serving on a city competitive selection/evaluation committee unless such appointment is approved by a 4/5 vote of the city commission, A violation of this section by a particular bidder, proposer, offeror, respondent, lobbyist or consultant shall subject said bidder, proposer, offeror, respondent, lobbyist or consultant to potential debarment pursuant to this Code. In addition to any other penalty provided by law, violation of any provision of this article by a city about:blank 5/5/2015 Miami, FL Code of Ordinances Page 10 of 47 employee shall subject said employee to disciplinary action up to and including dismissal, (Ord, No. 12271, § 2, 8-22-02; Ord, No. 13439, § 2, 3-13-14) Sec, 18-75, - Organization. The purchasing department is the centralized organization for all procurement and contracting for goods, material, equipment, contractual services, professional and personal services and consultant services, public works or improvements and/or combination of goods and services; for performance of the city's purchasing functions, and for implementation of the provisions of this article. The chief procurement officer shall be the director of this department. (Ord. No. 122'71, § 2, 8-22-02) Sec. 18-76. - Chief procurement officer. The city manager shall appoint a chief procurement officer who shall have authority over implementation of policies, procedures, regulations and forms governing city contractingynethods and procedures; types of contracts; qualifications and duties; inspections and audits; disputes and remedies; ethics; and public access and information as set forth in this article. (Ord. No. 12271, § 2, 8-22-02) Sec. 18-76.1. - Duties of the chief procurement officer. Subject to the provisions of this article, the chief procurement officer shall: (1) Administer the central purchasing and contracting system for the city; (2) Procure or supervise the procurement of all goods and services as needed by the city in the manner provided by this article. (3) Provide for the establishment/promulgation of administrative policies and procedures of purchasing, and its operations manual, which shall be reviewed by the city manager and amended from time to time; (4) Take all necessary action to further the objectives of the city with regard to the promotion and encouragement of minority and women business participation in the procurement process; (5) Be responsible for the provisions of the Anti -Deficiency Act contained in this article; (6) Determine the method of selection for each type of procurement (7) Standardize, to the extent possible, contract clauses, terms and conditions, and documents; (8) Maintain a current list of possible sources of supply for all goods and services purchased by the city; (9) Have the authority to delegate any or all duties to individual purchasing agents assigned to city departments or offices, subject to the approval of the city manager. (10) Have the authority to approve the use of a competitive contract for the purchase of necessary goods or services which has been secured by or on behalf of any federal, state, county, or municipal government, or by any other governmental entity or by any not for.profit organization or state -funded institution, about:blank 5/5/2015 ANNIE PEREZ, CPPO DANIELJ, ALroNso Procurement Director City Manager ADDENDUM NO. 1 DATE: April 27, 2015 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: SOLICITATION NO.: RFQ 495344 TITLE: Commercial Solid Waste Hauling Services This Addendum becomes.a part of the subject solicitation. A. Article IV, Obligations of Franchisee, Section 4.11, has been deleted in its entirety and replaced with the following language, to reflect corrections to the amounts assessed for non- compliance: 4.11 FRANCHISEE agrees to strictly adhere to the provisions of Section 22-46 and Section 22- 93, as amended, of the City Code, Chapter 22, which states that it shall be unlawful for any FRANCHISEE to provide service to any commercial properly within 100 feet of a residential district between the hours of 11:00 p.m. and 7:00 am., and to strictly adhere to any other terms and provisions of this AGREEMENT as specified in the Notice of Violation, except and only as determined by the Director of the Department of Solid Waste. Each Fiscal Year (October 1, through September 30), the amounts assessed for non- compliance of this section will be as follows: 1st Non -Compliance: 2nd Non -Compliance: 3rd Non -Compliance: Each Additional Non -Compliance: $ 262.60 $ 525.00 $1,060.00 $1,050.00 For any other failure to comply with the terms of this AGREEMENT, the following amounts will be due as liquidated damages and not as a penalty, for violations of the AGREEMENT as specified in the Notice of Violation. First Violation: Second Violation: Third Violation: Each Additional Violation: $ 262.50 $ 525.00 $1,050.00 $1,050.00 These amounts are established for the failures by the FRANCHISEE to comply with this AGREEMENT. It is not the intention of the City to assess the entire amounts for minor failures to comply with the AGREEMENT unless they are of a recurring or continuing nature. The City reserves the right to assess twenty (20%) of the amounts set forth in this section for minor failures to comply with the AGREEMENT. The exact damages suffered by the City cannot be known or ascertained and these amounts represent liquidated damages due at the time of the violation. B. Article XXII, Public Records, Section 22.2, has been added to the Franchise Agreement. 22.2 FRANCHISEE shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records to the City in a format compatible with the City's information technology systems. C. A copy of the entire revised Franchise Agreement is attached. All other information remains the same. APPROVED: Anni P rez, CPPO, Director Date AP:Io C: Lydia Osborne, CPPO, Assistant Director of Procurement Mario F Nunez, Director, Department of Solid Waste ATTACHMENT B CITY OF MIAMI NON-EXCLUSIVE COMMERCIAL SOLID WASTE FRANCHISE AGREEMENT BETWEEN THE CITY OF MIAMI AND THIS CITY OF MIAMI NON-EXCLUSIVE COMMERCIAL SOLIDI WASTE FRANCHISE AGREEMENT ("AGREEMENT"), made and entered into this day of October, 2015 by and between the City of Miami, Florida, a municipal corporation organized and existing under the laws of the State of Florida, (hereinafter referred to as "CITY") and a corporation, qualified and authorized to do business in the State of Florida, (hereinafter referred to as "FRANCHISEE"). WITNESSETB: WHEREAS, on September 28, 1999, Ordinance No. 11837 was passed by the Miami City Commission which amended Chapter 22, entitled Garbage and Other Solid Waste, of the City Code to allow regulatory pernaits for providing nonexclusive Commercial Solid Waste Services with Commercial Franchises to qualified firms; and WHEREAS, the City Manager has determined that FRANCHISEE is qualified to serve in the aforesaid capacity in that it has met the specifications set forth in Request for Qualifications No. 495344 and applicable sections of the Code and Ordinances of the CITY; and WHEREAS, FRANCHISEE is desirous of obtaining a non-exclusive Franchise from the CITY to provide Commercial Solid Waste Collection Services within the CITY as set forth herein; and NOW THEREFORE, in consideration of the mutual terms, conditions, promises and covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CITY and FRANCHISEE hereby agree to enter into this AGREEMENT for furnishing Commercial Solid Waste Collection Services within the CITY, as follows 1.1 ARTICLE 1 GENERAL INFORMATION Each "WHEREAS" clause sot forth above is true and correct and herein incorporated by this reference. Clty of Miami, Florida Commercial Solid Wctste.11ataling Services RFQ 495344 1.2 The ATTESTATION OF QUALIFICATIONS and the remainder of FRANCHISEE'S RESPONSE in reply to the solicitation for Commercial Waste I-Iaulixig Services, submitted in response to RFQ NO. 495344 by FRANCHISEE is herein incorporated by this reference. ARTICLE II DEFINITIONS 2.1 All Definitions set forth in the City of Miami City Code ("City Code"), Chapter 22, Section 22-1, entitled Definitions, as amended, entitled Garbage and Other Solid Waste and Chapter. 22 in its entirety, are hereby incorporated by this reference. All references to Chapter 22, City Code, as amended, shall automatically incorporate by reference such modifications to Chapter 22, City Code, as are passed and adopted by the Miami City Commission from time to time, without the necessity of an amendment to this AGREEMENT, having to be entered into in any such instance. 2.2 As used in this AGREEMENT, the following words and terms shall have the following meanings, unless the context clearly otherwise requires: Agreement shall mean this. FRANCHISE AGREEMENT, as it may hereinafter be amended or supplemented. Agreement Collection Area shall include the entire CITY (except The Port of Miami), as the boundaries of the CITY shall exist at all times during the life of this AGREEMENT.. Annual Franchise Fee shall mean the yearly fee charged by the CITY to each FRANCHISEE whooperates within CITY limits and collects garbage and trash. See Section 22-50(b) of the City Code. Annual Specialized Waste Handling Fee shall mean the yearly fee charged by the CITY to each FRANCHISEE who operates within CITY limits and collects trash, excluding garbage. See Section 22-50(e) of the City Code. Biomedical Waste shall mean any solid or liquid waste which may present a threat of infection to humans, including non -liquid tissue, body parts, blood, blood products, and body fluids from humans and other primates; laboratory and veterinary wastes which contain human disease -causing agents; and discarded sharps. The following are also included: (a) used, absorbent materials saturated with blood, blood products, body fluids, or excretions or secretions contaminated with visible blood; and absorbent materials saturated. with blood or blood products that have dried; and (b) non -absorbent, disposable devices that have been contaminated with blood, body fluids or, secretions or excretions visibly contaminated with blood, but have not been treated by an approved method. 2 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 Biological Waste shall mean any solid waste that causes or has the capability of causing disease or infection and includes, but is not limited to, biomedical waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals, City Coinniission shall mean the local legislative body of the City of Miami, The City Commission is the body that approves City Franchises. Any transfers, assignments, amendments, conveyances, or delegations pursuant to this AGREEMENT shall only be made with the approval of the City Commission and in accordance with the terms in Article XXII of this AGREEMENT. City Manager shall mean the duly appointed chief administrative officer of the City of Miami. All actions of the CITY under this AGREEMENT that do not specify City Commission may be performed by the City Manager or the Director serving as the Manager's designee. Commercial Business shall mean and include all retail, professional, wholesale, and industrial facilities and any other commercial enterprises, for profit or not for profit, offering goods or services to the public. This definition incorporates by reference the definition of "Commercial Establishment" set forth in § 15-1 of the Miami -Dade County Code. Commercial Hauler shall mean a licensed City of Miami FRANCHISEE that operates within CITY limits and provides certain services to Multi -Family and Commercial establishments. including but not limited to the following; garbage, trash, recycling, roll - off, and specialized waste handling service, etc. Director shall mean the Director of the Department of Solid Waste. Franchise Fee shall mean the monthly percentage of Gross Receipts retnitted to the City by each FRANCHISEE. See Section 22-56 and Section 22-50 of the City Code, as amended. By amending Section 22-56 and Section 22-50 of the City code, the franchise fee may be amended or adjusted, from time to time, FRANCHISEE acknowledges and agrees that the monthly percentage of gross receipts payable, as amended, or adjusted, will automatically apply to this AGREEMENT, FRANCHISEE also agrees that the City and FRANCHISEE will promptly execute an addendumor amendment recognizing the FRANCHISEE's obligation to pay such adjusted or amended fee as of the effective date of such amendment. If FRANCHISEE fails to pay the adjusted; franchise fee, or fails to comply with any addendum or amendment to this AGREEMENT, the FRANCHISEE shall be deemed in default of this AGREEMENT pursuant to Article IX. Should a default occur pursuant to Article IX, this AGREEMENT will be terminated pursuant to Article X. Gross Receipts shall mean all monies, whether paid by cash, check, debit or credit, collected from customers resulting from all transactions and activities in the FRANCHISEE'S regular course of business and trade including administration fees, garbage, industrial, solid waste used cooking oil waste, sanitation, environmental charges and fees, containerized waste, environmental waste services (vactor), equipment rental and 3 City of.lvliarnl, Florida Commercial Solid Waste Hauling Services RF`Q 495344 leasing, fuel surcharge, eonstruotion and demolition debris, roofing materials, trash, litter, maintenance, compactors, refuse and/or rubbish collection removal and disposal services rendered, hand bag collection, recycling (excluding recovered materials at commercial establishments as defined by §403.7046, Florida Statutes),or from any other source related directly or indirectly from waste collection services, including, without limitations, all income derived from leasing and renting of real or tangible personal property, the use of dump trucks, grappling trucks, roll -off trucks, trailers, roll -off s, boxed in, framed, fenced in, or otherwise designated storage areas, etc., containers, bagsters, chutes, and any other vehicles and equipment used for collection and disposal of any debris by the FRANCHISEE, exclusive of taxes as provided by law, whether wholly or partially collected within the CITY, less bad debts. Gross Receipts shall not include income derived trom the transportation, storage, treatment, collection, and removal of biomedical% biological, or hazardous waste as herein defined,. Hazardous Waste shall mean anysolid waste, or a combination of solid wastes, which, because of quantity, concentration, or physical, chemical, or infectious characteristics, may cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a substantial present or potential hazard to human health or the environment when improperly transported, disposed of, stored, treated, or otherwise managed. Multifamily Residence shall mean and include. any building or structure containing four or more contiguous living units and intended exclusively for residential purposes. This definition incorporates by reference the definition of Multi -family residential establishment set forth in § 15-1, Miami -Dade County Code. Neighborhood Cleanups shall mean periodic intensive removal of litter, debris and other solidwaste material from a designated area of the CITY, initiated or approved by the CITY, its NET offices and/or recognized community based organizations or associations including special event activities citywide. Organic Waste shall mean a type of waste material which can be broken down into its base compounds by micro-organisms and other living things, regardless of what those compounds may be, and can be commonly found in municipal solid waste as green waste, food waste, paper waste, and biodegradable plastics. Permit Per Account Fee shall mean the charge assessed by the CITY beginning each October 1, for each account and roll -off that is acquired or maintained throughout the Fiscal Year by FRANCHISEE for the provision of commercial solid waste services. Recycling shall mean any process by which solid waste, or materials which would otherwise become solid waste, are. collected, separated, or processed and reused or retuned to use in the form of raw materials or products. Recyclable Material shall mean those materials which are capable of being recycled and which would otherwise be processed or disposed of as solid waste. 4 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 Safety Inspection Fee shall mean a regulatory fee as referenced in Section 166.221, Florida Statutes, which is a yearly remittance paid to the CITY by the FRANCHISEE for inspection of all vehicles that the commercial haulers will use to conduct business, of whatever source, within the City boundaries, Specialized Waste Handling Services shall mean the collection and disposal of solid waste that requires special handling and management, including, but not limited to white goods (large electrical goods used domestically such as refrigerators, washing machines, etc.), waste tires, used oil, lead -acid batteries, construction and demolition debris, ash residue and biomedical and biological waste. It should be noted that these are FRANCHISEES that are in the roll -off collection business and do not collect garbage. ARTICLE III GRANTEE 3,1 The CITY grants unto the FRANCHISEE the continued non-exclusive right and privilege, with related obligations, to provide commercial solid waste services in, under, upon, over and across the present and future streets, alleys, bridges, easements, public rights -of -way and other public places within the CITY boundaries, present and future, for contracted multifamily, commercial business, governmental, religious, educational, profit and non- profit agencies and/or property owners for solid waste collection and disposal services. 3.2 The CITY further grants unto the FRANCHISEE the non-exclusive right and privilege, with related obligations, to provide solid waste collection and disposal services for construction, demolition and renovation sites located within the CITY on a contracted basis. ARTICLE IV OBLIGATIONS OF FRANCHISEE 4.1 FRANCHISEE shall be responsible for the collection and disposal of all Commercial Solid Waste and recyclable materials, excluding biomedical, biological, and hazardous waste. Extraordinary material, unacceptable waste (acid, batteries, auto parts, excavating materials, construction and demolition debris, roofing materials, wood, pip; steel, gas tanks, etc.), dead animals, abandoned vehicles/boats and parts, large equipment and parts thereto will not be collected by FRANCHISEE unless specifically required by the generator (site whose processes and actions create the waste) and agreed to by the FRANCHISEE. 4.2 FRANCHISEE shall make collection with as little disturbance as possible. Refuse containers shall be thoroughly emptied and maintained in a clean manner, Any refuse spilled by the FRANCHISEE shall be picked up immediately by the FRANCHISEE.. The removal of all refuse within 10 ft. of container will be the responsibility of the FRANCHISEE. The FRANCHISEE will beheld responsible for keeping the 10 ft, radius City of Miami, Florida Commercial Solid Waste Hauling Services .RFQ 495344 surrounding containers clean and free of waste and debris as long as container is on site. Service minimums for multi -family dwellings shall be as follows: 1-4 Units — 2 CY @ 2 x per week; ■ 5-8 Units - 3 CY @ 2 x per week or 2 CY cr 3 x per week; ■ 9-12 Units 4 CY @ 2 x per week; ■ 13-16 Units 3 CY @ 5 x per week or 4 CY @ 3 x per weeks ■ 17-32 Units — 6 CY @ 3 x per week; • 33-48 Units — 8 CY @ 3 x per week; over 48 Units will require two 8 CY @ 5 x per week, with the City monitoring Solid Waste pickup activity. In case of insufficient service being noted, FRANCHISEE may be required to increase service. As per Section 22-2 (b) of the City Code, as amended, no customers are to be signed up for 1 x per week garbage collection service. 4.3 FRANCHISEE agrees that all containers shall be identified with its name and telephone nurnber and be sufficient in quantity and size to contain material as indicated in the City Code, All containers serviced by FRANCHISEE shall be maintained in a clean and serviceable manner at all times. At no time shall any of FRANCHISEE'S containers be left on the public right-of-way. The City, at its discretion, may require an adjustment in the location, pick up schedule or the size of the container(s) if they become an unsightly nuisance, cause a civil violation to occur, pose a threat to the surrounding environment, threaten the health and/or safety of the City's population or become unsanitary and/or inoperable. Except as otherwise provided, all vehicles used in the collection and/or transportation of waste shall be equipped with a leak -proof body of metal type. If a FRANCHISEE uses a specially designed, motorized local collection vehicle for transporting solid waste over short distances from residential or commercial stops to waiting trucks, the container portion of such vehicle shall be equipped with a cover, adequate to prevent scattering of the load. If any pickup truck or open-bedtruck is used by a FRANCHISEE, the load shall be covered with an adequate cover to prevent scattering of the load. All vehicles shall be operated in conformity with all ordinances of the CITY. All vehicles shall be properly licensed, registered, and equipped in compliance with the motor vehicles laws of the State of Florida. 4,4 FRANCHISEE shall be responsible for creating and maintaining schedules and routes, as well as, frequency of service within the limitations and under the provisions of the City Code, FRANCHISEE shall be responsible for providing notification of saixie to its customers immediately. 4.5 In cases of natural disasters, the City Manager may grant the FRANCHISEE reasonable variance from regular schedules and routes. As soon .as a declaration of an emergency is issued by the Mayor, FRANCHISEE shall make reasonable efforts to secure its containers in order to. prevent hazards and/or threats to public safety and health. As soon as practicable after such disaster, the FRANCHISEE shall advise the CITY and its customers of the estimated time required before regular schedules and routes can be resumed, 6 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 4.6 FRANCHISEE shall make its customers aware of Miami -Dade County's and City of Miami's mandatory Commercial and Multi -family recycling ordinance and shall make services available. FRANCHISEE shall submit to the Solid Waste Director an "Annual Recycling Plan" which will describe resources and funds being committed to program; an annual list of recycling accounts, quarterly reports describing recycling and diversion goals and accomplishments, and financial resources spent for that purpose, along with a list of non -recycling accounts. FRANCHISEE agrees to comply with Section 15 of the Miami - Dade County Code, entitled "Solid Waste Management", as amended. All Multi -Family and Commercial establishments are required to initiate arecycling program. The recycling program shall be serviced by a licensed City of Miami FRANCHISEE, or a State of Florida Certified Recyclables Dealer. Failure of FRANCHISEE to provide a recycling program shall cause a default in this AGREEMENT pursuant to Article IX; failure to cure said default may result in termination of said AGREEMENT pursuant to Article X. See Section 22-51 of the City Code, as amended. 4.7 FRANCHISEE agrees to recycle, collect and dispose of the solid waste at designated CITY buildings and properties, free of charge, pursuant to the City Code, as assigned by the Director of the Department of Solid Waste. In -kind service assignments, including recycling Cityfacilities, will be made proportionate to FRANCHISEE'S percentage of total contracted commercial accounts in the CITY. See Section 22-1 of the City Code, as amended, 4.8 FRANCHISEE agrees to collect and dispose of waste generated at assigned Neighborhood Cleanups, and other locations within the CITY, as an in kind service in proportion to the FRANCHISEE'S percentage of the total franchise fees paid to the CITY. Such assignments are to be established by the Director of the Department of Solid Waste, who on any assignment which exceeds $500.00 in value, may require a Memorandum of Understanding ("MOU"), to be signed by the FRANCHISEE and the City Manager (or the Director), which sets forth a guaranteed maximum charge/stipulated lump Bunn for such assignment. Such a charge will consist of either a monetary amount, or a percentage of the franchise fee agreed upon in the MOU. The CITY will only be liable to credit this offset from the franchise fee and the FRANCHISEE will have no other monetary recourse, claim or action against the City for any payment of the in kind service assignment under this Section. 4.9 FRANCHISEE shall require that its employees wear clean uniforms or shirts bearing the FRANCHISEE'S name; that each driver shall, at all times, carry a valid Commercial Driver's License, for the type of vehicle being operated; that the CITY may request the removal of any employee of the FRANCHISEE from City service who exhibits wanton negligence, or is discourteous in the performance of his/her duties; and that no person shall be denied employment by the FRANCHISEE for reasons of race, sex, age, creed, national origin, or religion. 4.10 FRANCHISEE is required and hereby agrees by execution of this AGREEMENT to pay all employees not less than the Federal minimum wage and to abide by other requirements City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 as established by the Congress of the United States in the Fair Labor Standards Act, as amended and changed from time to time and to comply with all applicable laws relating to the employment of employees and the provision of commercial solid waste services. The FRANCHISEE shall have on hand at all times, in good working order, such equipment as shall permit the FRANCHISEE, adequately and efficiently, to perform its duties hereunder, FRANCHISEE shall, at all times, have available reserve equipmentwhich can be put into service and operation within two hours of any breakdown, 4.11 FRANCHISEE agrees to strictly adhere to the provisions of Section 22-46 and Section 22- 93, as amended, of the City Code, Chapter 22, which states that it shall be unlawful for any FRANCHISEE to provide service to any commercial property within 100 feet of a residential district between the hours of 11:00 p.m. and 7:00 a.m,, and to strictly adhere to any other terms and provisions of this AGREEMENT as specified in the Notice of Violation, except and only as determined by the Director of the Department of Solid Waste. Each Fiscal Year (October 1, through September 30), the amounts assessed for .non- compliance of this section will be as follows: 13t Non -Compliance: 2nd Non -Compliance: 3rd Non -Compliance: Each Additional Non -Compliance: $ 262.50 $ 525.00 $1,050.00 $1,050.00 For any other failure to comply with the terms of this AGREEMENT, the following amounts will be due as liquidated damages and not as a penalty, for violations of the AGREEMENT as specified in the Notice of Violation. First Violation: Second Violation: Third Violation: Each Additional Violation: $ 262.50 $ 525,00 $1,050.00 $1,050.00 These amounts are established for the failures by the FRANCHISEE to comply with this AGREEMENT. It is not the intention of the City to assess the entire amounts for minor failures to comply with the AGREEMENT unless they are of a recurring or continuing nature. The City reserves the right to assess twenty (20%) of the amounts set forth in this section for minor failures to comply with the AGREEMENT. The exact damages suffered by the City cannot be known or ascertained and these amounts represent liquidated damages due at the time of the violation. 4.12 FRANCHISEE is required, pursuant to Section 22-2 (b) of the City Code, as amended, to notify the Department of Solid Waste, at least seven business days prior, of accounts for which it will discontinue service and advise if said accounts are in arrears. Should any accounts be in arrears and FRANCHISEE seeks remedy (court decisions, collection agencies, judgments, mediations, etc.) the CITY shall receive from the amount of proceeds collected, its applicable fees and be notified of any and all hearings and/or meetings so it 8 City of Miami, Florida Commercial Solid Waste Hauling Services .RFQ 495344 may participate, Also, upon resumed service, FRANCHISEE agrees to immediately notify the Department of Solid Waste. FRANCHISEE shall furnish such notification(s) as are provided in Section 22-2, of the City Code, 4.1.3 FRANCHISEE acknowledges that under this AGREEMENT, price controls will be primarily extracted through competition amongst the Franchise companies for existing and fixture accounts, FRANCHISEE further acknowledges that any increase in pricing by the FRANCHISEE could result in the customer seeking better pricing from another FRANCHISEE. If the CITY identifies an illegal container placed and operating within the City limits by a non -licensed Commercial Hauler who is providing Commercial Solid Waste Service without a Franchise from the CITY, the City will confiscate said container and assess charges for man-hours, equipment, disposal and administrative costs and fines. 4.14 ALL equipment utilized to collect and transport solid waste in the CITY must be conspicuously marked on both sides of the automotive unit with the name of the hauler, vehicle number, tare weight, and cubic yard capacity, Identification information must also be marked on all trailer and container units. All markings must be in letters and numerals at least two inches in height. 4,15 At least annually (October 1) and as determined by the Director of the Department of Solid Waste, each FRANCHISEE shall supply the following information on a flash drive, PDF file, compact disc, or other acceptable format and in the manner prescribed by the Director of the Department of Solid Waste: (1) (2) (3) (4) (5) (6) (7) (8) A listing, as of the reporting date, of the names and addresses of customers, and the addressesof each location served. The number and capacity of each dumpster and compactor per account. The list of accounts within the City of Miami for which hand collection of bags/cans is provided, An accounts receivable aging report for each City of Miami customer. A listing of City of Miami accounts that were charged off as bad debts. A listing of the vehicles and equipment to be used in the City of Miami. Literature provided to each customer describing the goals and objectives of the recycling programs offered by the :FRANCHISEE and the obligations under the. Dade County mandatory multi -family and business recycling code. All literature is to be provided in English, Spanish and Creole. That the vendors in the area known as the "Produce Market" comprised of produce vendors, bounded on; the East by Northwest Ninth Avenue, on the North by Northwest Twenty -Third street, on the West by Northw est Twenty Second Avenue and on the South by Northwest Twentieth Street and the surrounding area, be provided with an Organics Recycling Program no later than October 1$t, 2016 or utilize a facility as described in 4.15 (9). Such program shall use composting and/or any other environmentally accepted organics recycling program which diverts such material from any disposal site, 9 City of Miami, Florida (9) Commercial Solid Waste Hauling Services RFQ 495344 An organic recycling work plan that includes the utilization of a future City waste conversion. facility. A plan that uses (upon its' implementation) the waste conversion facility. Such facility will require organic waste as the primary feedstock to operate efficiently. Franchise haulers servicing the "Produce Market" and other customers who generate significant amounts of organic waste,such as grocery, produce, food waste and landscaping materials agree to cooperate with the Solid Waste Department in delivering valuable organic waste to the proposed ,City facility. The City will make every effort to set a tipping fee that will only recover the operational costs associated with running such facility. ARTICLE V FRANCHISE FEES 5.1 FRANCHISEE agrees to pay all applicable fees as contained and defined in Chapter 22 of the City Code, ARTICLE II -DEFINITIONS of the AGREEMENT and the terms of this AGREEMENT in its entirety, within specified time frames, as may be amended or adjusted from time to time by the enactment of City Code amendments as referenced in "Franchise Fees" in Article II of this AGREEMENT: 5,2 FRANCHISE FEE: FRANCHISEE agrees to reraait monthly to the CITY, twenty-four percent (24%) of its Gross Receipts, generated from accounts within the City limits, or $500.00 per month, whichever is greater, .Accompanying the remittance, FRANCHISEE must provide the CITY with a list of the customers' names, addresses,. folio numbers, and total amount collected. FRANCHISEE agrees to maintain a second list which reflects an aging schedule of individual account charges which must be retained for a period of 60 months from the end of the AGREEMENT, and be made available at all times to CITY auditors. Twenty-four percent (24%) of the total amount collected should equal the remittance amount paid to the CITY. The remittance of the previous month's collection should be received by the CITY on or before the last day of each month. Failure to remit by the last day of the following month will cause the. FRANCHISEE a one and one half percent (1.5%) penalty per month on the balance due. If payment is past due in excess of 60 days, the Department of Solid Waste will initiate its procedure to :revoke the FRANCHISE and attach the Payment and Performance Bond for all monies due and owing the CITY, including costs. It shouldbe noted, that the twenty-four percent (24%) remitted monthly to the City, should be calculated on all monthly gross receipts, excluding receipts derived from biomedical, biological, and hazardous removal, as defined in the AGREEMENT, collected from the customers, exclusive of taxes. As payment of the franchise fee is assessed to the FRANCHISEE, FRANCHISEE may not write into its customer bills or invoices a charge labeled "City of Miami Franchise Fee," or any other language that serves to pass payment of Franchise Fees onto the customer. The gross percentage fee under this section does not apply to franchises engaged solely in biomedical, biological, and hazardous removal services, The CITY may, from time to time, adjust this fee by amending § 22-56 of the City Code. FRANCHISEE acknowledges it shall be obliged 10 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 to pay such fee as adjusted or amended as of the effective date of such legislation and will promptly execute an addendum or amendment affirming the foregoing. 5.3 ANNUAL FRANCHISE FEE; FRANCHISEE agrees to remit to, the CITY annually (due October 1) the sum of $10,500.00 for the right to be a FRANCHISEE for Commercial Solid Waste Services within the City; said fee shall increase annually by $500.00. Failure to remit the required annual franchise fee by the due date will cause the FRANCHISEE a one and one half percent (1.5%) penalty per month on the balance due. A FRANCHISEE that performs ONLY Commercial Solid Waste Services and a FRANCHISEE that performs BOTH Commercial Solid Waste Services AND Specialized Waste Handling. Services willbe subject to this annual fee. This fee does NOT apply to a FRANCHISEE that performs ONLY Specialized Waste Handling Services. See Section 22-50 (b) of the City Code, as amended. The CITY may, from time to time, adjust this fee by amending § 22-50 of the City Code. FRANCHISEE acknowledges it shall be obliged to pay such fee as adjusted or amended as of the effective date of such legislation and will promptly execute an addendum or amendment affirming the foregoing. 5.4 FRANCHISEE agrees to remit the $10,500.00 annual franchise fee by October 1st, as noted in paragraph 5.3 above. FRANCHISEE further agrees on each anniversary (October 1) throughout the term of the AGREEMENT, to increase said fee by $500.00. For example; commencing October 1, 2016, the annual fee due to the City will be $11,000,00, and so forth throughout the AGREEMENT term. 5.5 FRANCHISEE agrees to remit to the City annually a Permit Per Account Fee in the amount of seventy-five ($75.00) (due October 1st) for each account effective October 1st of every new fiscal year to those accounts booked as of October 1st of every new fiscal year with wh.oxn they contract for the provision of commercial solid waste services. See Section 22- 50 (a) of the City Code, as amended. In addition, for each new commercial account and new roll -off box or container acquired after October 1, the FRANCHISEE agrees to remit the fee due for the month that the account was acquired in (See See.22-50 City Code) including $75.0.0 for each roll -off box or container placed in the City at any time during the contract year. The remittance must be to the Finance Department by the end of the following month. The FRANCHISEE may only pass on an amount iiot to exceed thirty- eight ($38.00) of said permit per account fee to each contracted customer. Said permit per account fee shall not be transferable. Effective October 1, 2015 the annual period will begin October 1st and end September 30t11. All late payments of this fee will cause the FRANCHISEE a one andone half percent (1.5%) penalty per month on the balance due. 5.6 Annual Specialized Waste Handling Fee: FRANCHISEE agrees to remit to the City annually (due October?) the sum of S6,500.00 for the right to provide ONLY Specialized Waste Handling Services within the City limits. It should be noted, if a FRANCHISEE is providing ONLY Specialized Waste Handling Services within the. City, the annual franchise fee will increase by $500.00 per year. For example; commencing October 1, 201.5, the annual franchise fee for Specialized Waste Handling Services due the City will be $6,500.00, and so forth throughout the AGREEMENT term. All late payments of this 11 City of Miami, Florida Commercial Solid Waste HaulingServices RFQ 495344 fee will cause the FRANCHISEE a one and one half percent (1,5%) penalty per month on the balance due. This fee does not allow the FRANCHISEE to perform Commercial Solid Waste (Garbage) Services within the City limits. This fee applies to a FRANCHISEE that ONLY performs Specialized Waste Handling Services within the City limits. See Section 22-50 (c). of the City Coale, as amended. 5.7 Safety Inspection Fee: FRANCHISEE agrees to pay the City an annual $500.00 per vehicle safety inspection fee if a vehicle or equipment operating in the City is found to be defective, potentially unsafe or requires inspection by city staff to ensure that the Franchisee operated vehicle is safe to operate. This i.s a regulatory fee as referenced in Section 166.221, Florida Statutes. This fee is for the municipal inspection of the vehicles being used by FRANCHISEE within the City. The inspection of each vehicle will occur at the City of Miami Solid Waste Department, Vehicles that are used by FRANCHISEE to operate within the City boundaries are subject to the safety inspection and its accompanying fee. The vehicles will include, but are not limited to, roll -offs, grapple trucks, front and rear end loaders, vactor trucks, dump trucks, trailers, and any other vehicles used for business, collection and disposal of any debris by the FRANCHISEE. ARTICLE VI AUDIT AND INSPECTION RIGHTS 6.1 At reasonable times, and for a period of up to five (5) years following the date of final payment by the FRANCHISEE to CITY under the terms of this AGREEMENT, the CITY may audit, or cause to be audited, those books and records of FRANCHISEE which are related to FRANCHISEE'S performance. FRANCHISEE agrees to maintain all such books and records at its principal place of business for a period of five (5) years after final payment is made, in accordance with the terms of this .AGREEMENT. For Example; franchise fees are due on October 31, 2015 for cash received in September 2015, The final payment made under the AGREEMENT is due October 31, 2020. The audit term includes the full term of the AGREEMENT, as well as the effective five (5) year term that follows. Thus, under the terms of the AGREEMENT, an audit may commence through October 31, 2025 Auditee is required to pay all monies due as a result of such audits. Note: If the three additional one (1) year options to renew are exercised, this timeframe changes accordingly). 6.1.1 The City shall have the following inspection and audit rights as provided in §18-101. and § 18-102 of the City Code: i 18.101 Inspections. (a) Solicitations and contractual provisions. City contracts shall provide that the city may inspect goods or services at the facilities of the contractual party and perform tests to determine whether they conform to solicitation requirements contained In invitation for bids or requests for proposals or, after award, to the terms and conditions of the contract. Such inspections and tests shall be performed in accordance with the terms and conditions of the solicitation and contract. 12 City ofMiami Florida i Commercial Solid Waste Hauling Services RFQ 495344 (b) Procedures for tests and inspections. (1) The chief procurement officer may specify general operational procedures governing the test and Inspection of all goods or services, sales or leases being performed under city contract by city departments, offices and individual purchasing agents. (2) The chief procurement officer shall inspect or supervise the inspection of all deliveries of supplies, materials, equipment, contractual services or performance under lease agreements to determine conformance with the terms and conditions upon which the order or contract was based. Any purchasing ardent or department may be authorized by the chief procurement officer to inspect deliveries or contract performance in the manner stipulated with the approval of the city manager, (3) The chief procurement officer may prescribe chemical, physical and other performance tests for goods or services, including samples submitted with bidsor offers and samples of deliveries and performance to determine their quality and conformance with the terms and conditions of the solicitation or contract. In the performance of such tests or Inspections, the chief procurement officer shall have the authority to make use (gibe laboratory facilities of any department of the city or any outside laboratory or special expertise available to evaluate service performance. (c) Conduct of inspections. Whenever possible, Inspections and tests shall be performed so as not to unduly delay or inconvenience the contractual parties. Contractual parties shall make available at no charge to the city all reasonable facilities and assistance, In order to facilitate the performance of inspections or tests by city representative. (Ord. No. 12271, § 2, 8.22-02) Sec. 18-102 - Audits. (a) Solicitations and contractual provisions. City contracts shall provide that the city may inspect the books and records of contractual parties to determine conformance with the solicitation requirements contained in the invitation for bids or request for proposals or, after award, with the terms andconditions of the contract. (b) Procedures for audits. (1) The chief procurement officer may specify the general procedures for Inspection of books and records and for the conduct of audits of all goods or services, sales or leases under city contraots. (2) An audit may be required when, in respect to an actual or prospective contractual party, there is; a. A question as to the adequacy of accounting policies or cost systems; b. A substantial change in the methods or levels of operations; c. Previous unfavorable experience indicating doubtful reliability of estimating, accounting or purchasing methods; d. A lack of cost experience due to the procurement of a new supply or service; or e. Other evidence that an audit is in the city's best interests as determined by the chief procurement officer, the city manager or the city commission. (c) Conduct of audits. Whenever possible, audits shall be performed so as not to unduly delay or inconvenience the contractual party. Contractual parties shall make available at no charge to the city all reasonable facilities and assistance, for the convenience of the city representatives performing the audit. (Ord. No. ?2271, § 2, 8-22-02) 6.2 The CITY, or its agents, may, at reasonable times during the term hereof, inspect FRANCHISEE'S facilities and perform such tests, as the CITY deems reasonably necessary, to determine whether the goods or services required to be provided by FRANCHISEE under this AGREEMENT conform to the terms hereof FRANCHISEE shall make available to the CITY reasonable facilities and render assistance to facilitate the performance of all tests and/or inspections by CITY representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18- 99, 18-100, 18-101 and 18-102, of the City Code, as same may be amended or supplemented, from time to time. FRANCHISEE also agrees to allow City auditors, during regular business hours and after reasonable notice, to audit, inspect and examine the FRANCHISEE'S financial records (as they relate to City of Miami revenue) including all 13 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 fiscal books and records, sales tax returns, bank statements, general ledger (vouching City of Miami revenue to the G/L), contract/agreement between FRANCHISEE and customer and any other financial information deemed necessary, insofar as they relate to City accounts, as well as, the FRANCHISEE'S entire customer base, in order to confirm the FRANCHISEE'S compliance with the AGREEMENT. FRANCHISEE further agrees to pay a one and one half percent (1.5%) penalty per month on any monies due and owing the CITY, as a direct result of an audit from whatever applicable revenue stream during the AGREEMENT tern.. In addition, if a City Audit reveals that FRANCHISEE under reported gross receipts, and results in additional revenue due the City in the amount of $20,000.00 (per Fiscal Year) or more, FRANCHISEE agrees to pay for the cost of said Audit, Upon audit notification, FRANCHISEE agrees to deliver all financial information and books and records to within the City limits, if said information is maintained outside the City boundaries. All financial information and books and records shall be provided to CITY audit staff in a data medium and format specified by the Auditor General. Data medium includes electronic media such as CD and DVD, flash drives, and email attachments. Appropriate data format requires data be provided in unlocked Excel spreadsheet format. 6.3 FRANCHISEE agrees to allow CITY auditors the right to copy any financial related source documents when deemed necessary, to substantiate an audit finding. Also, any FRANCHISEE requesting credit or refund for Franchise Fees paid to the CITY in error will be required to pay for the auditing hours necessary to verify the claim. ARTICLE VII INSURANCE AND BONDS 7,1 FRANCHISEE agrees to maintain, for the term of this AGREEMENT, a public liability policy in the minimum amount of $1,000,000; automobile liability insurance policy covering FRANCHISEE'S operations with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage liability. FRANCHISEE'S certificate shall also include workers' compensation coverage. The City shall be listed as an additional insured for liability. Refer to Attachment D, Insurance Requirements, 7.2 FRANCHISEE agrees to maintain, for the term of this AGREEMENT, a Performance Bond, executed by a surety company duly authorized to do business in the State of Florida, which shall be counter -signed by an agent for the company, resident in the State of Florida. The amount of the bond for the first year of the AGREEMENT shall be no less than $25,000.00, as security for the faithful performance of the AGREEMENT. The amount of the bond for the second year throughout the term of the AGREEMENT including renewals and extensions thereof, shall be equal to the FRANCHISEE'S previous 12 month franchise fees paid to the CITY (including the annual franchise fee, monthly 24% franchise fee, annual per account fee, and any other :franchise fees paid to the City) or a minimum of $25,000, whichever is greater. City of Miami, Florida Commercial Solid Waste Hauling Services :RFQ 495344 The surety shall have a rating classification of "A-" and a financial category of Class V as evaluated in the current Best's Key Rating Guide, Property Liability. In lieu of a Performance Bond, the FRANCHISEE may submit an irrevocable letter of credit, cash, certified check, treasurer's or cashier's check issued by a responsible bank or trust company payable to the CITY of Miami. The Performance Bond shall, be submitted to the Purchasing Department no later than. ten (10) business days after approvalof the AGREEMENT by the City Commission and prior to the execution of the AGREEMENT. See Section 22-47 (4) (b) of the City Code, as amended. ARTICLE VIII TERM 8.1 The term of the AGREEMENT shall be for a period of five (5) years with three (3) one (1) year options to renew. The AGREEMENT shall commence October 1, 2015, and shall terminate on September 30, 2020, with the three (3) one (1) year option periods through September 30, 2023, The AGREEMENT shall become effective upon execution by the parties hereto. See Section 22-57 (b) of the City Code,. as amended. 8.2 The option to renew the AGREEMENT for the additional three (3) one (1) year periods will be at the sole discretion of the City. Various criteria will be established prior to each renewal period. During the review process for renewal, the established criteria will be used in order to ascertain how well each FRANCHISEE perforined since the inception of the October 1, 2015, AGREEMENT. It should be noted that any FRANCHISEE that is not renewed for any of the option periods, will not be allowed to operate within the City limits. ARTICLE IX DEFAULT 9.1 If FRANCHISEE fails to comply with any term or condition of this AGREEMENT, or fails to perform any of its obligations hereunder, then FRANCHISEE shall be in default. Upon the occurrence of a default hereunder, the CITY, in addition to all :remedies available to it by law, may immediately, upon written notice to FRANCHISEE, terminate this AGREEMENT. This FRANCHISEE understands and agrees that termination of this AGREEMENT under this section shall not release FRANCHISEE from any obligation accruing prior to the effective date of termination. Should FRANCHISEE be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, FRANCHISEE shall be liable to the CITY for all expenses incurred by the CITY in preparation and negotiation of this .AGREEMENT, as well as, all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. See Section 22-58 (c) of the City Code, as amended. City 0/Miami, Florida Commercial Solid Waste Hauling Services ItPQ 495344 9.2 If a default status is not cured and the AGREEMENT is terminated, the City has the right to seize the Franchise and transfer it to a third party. 9.3 Except as set forth in 9.2, once this AGREEMENT is terminated, the FRANCHISEE will have no authority to provide Solid Waste collection services in the CITY, ARTICLE X RIGHT TO TERMINATE AND/OR TRANSFER AGREEMENT 10.1 The CITY shall have the right to terminate this AGREEMENT, in its sole discretion, at any time after the CITY gives written notice to the FRANCHISEE of a default of any of the .provisions in this AGREEMENT and the FRANCHISEE fails to correct the default or cease the conduct as set forth in the written notice, within fourteen (14) working days of the receipt by the FRANCHISEE of said notice from the CITY. See Section 22-58 of the City Code, as amended 10.2 If the FRANCHISEE is in default and owes sums to the City, fourteen (14) days after notice of default has been sent to FRANCI-IISEE, the City will have the option of transferring the rights under that FRANCHISEE'S AGREEMENT to a third party. That right to transfer the rights under that FRANCHISEE'S AGREEMENT may be exercised at any time after the termination of the FRANCHISEE and no intent to later transfer those rights need be expressed in any notice or other communication with FRANCHISEE. 10.3 FRANCHISEE has the right to appeal the revocation of this AGREEMENT to the City Manager in accordance with the same time period as set forth in Section 22-49 of the City Code. Said request for appeal must be in writing. 10.4 All complaints received by the CITY shall be resolved by the FRANCHISEE within twenty four (40) hours, after notification by the CITY to the FRANCHISEE of said complaint. The FRANCHISEE agrees to make all reasonable and expeditious efforts to resolve every complaint. The FRANCHISEE shall perform every reasonable act to provide a level of high quality service which will minimize complaints. 10,5 It is expressly agreed that in no event shall the CITY be liable or responsible to the FRANCHISEE or its customers for any delay or temporary interruption in service because of disputes between the parties or any cause over which the CITY has no control. In the event of any condition which makes performance of contracts entered into under the terms and conditions of this AGREEMENT impossible, FRANCHISEE agrees that the CITY shall have the right to invite, notify, and qualify other: Prospective Proposers of the opportunity to provide collection and disposal services. ARTICLE XI NOTICES 16 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 11.1 Whenever either party desires to give notice unto the other, it must be given by written notice, sent certified U.S. Mail, with return receipt requested, addressed to theparty for whore it is intended, at the place last specified and the place for giving of notice in compliance with the provisions of this paragraph. 11.2 For the present, the parties designate the following as the respective places for giving of notice, to -wit: CITY of MIAMI e/o City Manager 3500 Pan American Drive Miami, Florida, 33133 FRANCHISEE Copy To: City of Miami Director, Department of Solid Waste Director's Office 1290 NW 20u' Street Miami, FL 33142 ARTICLE XII IND.EMNIFIC.ATION 12.1 FRANCHISEE shall indemnify, defend and hold harmless the CITY and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this AGREEMENT which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of FRANCHISEE or its employees, .agents or subcontractors (collectively referred to as "FRANCHISEE"), regardless of whether it is, or is alleged to be, caused in whole or in part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Ind.enmitees, or any of hem or (ii) the failure of the .FRANCHISEE to comply with any of the paragraphs herein or the failure of the FRANCHISEE to conform to statutes, ordinances, or other regulations or requirements of any governmental authority,. Federal or State, in connection with the performance of this AGREEMENT. FRANCHISEE expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which max be asserted by an enrolovoe or former employee of FRANCHISEE, or .any of its subcontractors, as provided above, for which the FRANCHISEE'S liability to such employee or former employee would otherwise be limited to payments under State Workers' Compensation or similar laws, 17 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 ARTICLE XIII ASSIGNABILITY 13.1 There is no right to assign this AGREEMENT. The City Commission may allow an assignment if it is deemed in the best interests of the City of Miami ("CITY") to do so. Under no circumstances may the City Commission consider assignment of a Franchise as long as the FRANCHISEE has any outstanding balance to the CITY or is otherwise not in complete compliance with the AGREEMENT. If the FRANCHISEE is up to date with all payments to the CITY and is otherwise fully in compliance with the AGREEMENT, then a FRANCHISEE may request consideration for assignment only as follows: by Certified letter to the Director of the Department of Solid Waste with reports enclosed reflecting all payments due to the CITY have been paid through the date of the letter. For the purposes of this paragraph, "assignment" shall include any transfer of a majority of stock in a FRANCHISEE or any significant change in ownership or control of the FRANCHISEE, its officers, directors or personnel. The Director of the Department of Solid Waste must be notified .of any sale of a majority of stock in the FRANCHISEE and any significant changes in the ownership of the FRANCHISEE, its officers, directors or personnel by Certified letter no later than five (5) business days alter such action. If assignment is granted, the new FRANCHISEE will assume all obligations set forth in the AGREEMENT and immediately comply with all terms of the AGREEMENT. If the CITY approves assignment of this AGREEMENT, it niay be conditioned on the proposed assignee demonstrating fiscal solvency, reliability, and responsibility. Prior to consideration of approval by the CITY, the proposed assignee must execute an Assignment/Assumption AGREEMENT whereby they comply with every condition of the prior Franchise. Agreement and this AGREEMENT must be approved as to form and correctness by the City Attorney. 13.2 This AGREEMENT shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. ARTICLE XIV COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: 14.1 FRANCHISEE understands that agreements between private entities and local. governments are subject to certain laws and regulations, including laws pertaining to FR.ANCHISEE's operations and services, public records, conflict of interest, record keeping, etc. FRANCHISEE agrees to comply with and observe all applicable Federal, State, County and City laws, rules, regulations, Codes and Ordinances, as applicable to FRANCHISEE and its operations and services, as they may be amended from time to time. ARTICLE XV NONDISCRIMINATION 15.1 FRANCHISEE represents and warrants to the CITY that FRANCHISEE does not and will not engage in discriminatory practices and that there shall be no discrimination in 18 City of Miarni, Florida Commercial Solid Waste Hauling Services AFQ 495344 connection with FRANCHISEE'S performance under this AGREEMENT on account of race, color, sex, religion, age, handicap, marital status or national origin. FRANCHISEE further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this AGREEMENT. ARTICLE XVI INDEPENDENT CONTRACTOR 16.1 FRANCHISEE is being engaged as an independent contractor, and not as an agent or employee of the CITY. Accordingly, FRANCHISEE shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the CITY, nor any rights generally afforded classified or unclassified employees. FRANCHISEE further understands that Florida Workers' Compensation benefits available to employees of the CITY are not available to FRANCHISEE, and agrees to provide workers' compensation insurance for any employeeor agent of FRANCHISEE. ARTICLE XVII GOVERNING LAW, VENUE; CIVIL ACTIONS 17.1 This AGREEMENT shall be governed by the laws, regulations, Codes and Ordinances of the Federal Government, State of Florida, Miami -Dade County and the City of Miami. This AGREEMENT shall be construed and interpreted under the laws of the State of Florida. 17.2 Venue in any claims, actions or proceedings between the parties shall be in Miami -Dade County, Florida. 17.3 In order to expeditiously handle any claims, actions or proceedings between the parties under this AGREEMENT each party voluntarily and knowingly: (i) waives their right to demand a jury trial; (ii) waives their right to file a permissive counterclaim; (iii) agrees to bear their own attorney's fees. ARTICLE XVIII SEVERABILITY 18.1 Should any section of this AGREEMENT, or any part thereof, or any paragraph, sentence or word be declared by a Court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remainder hereof. ARTICLE XIX ENTIRE AGREEMENT 19 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 19,1 This instrument and its attachments constitute the sole and only AGREEMENT of the parties relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior Agreements, promises, negotiations, or representations not expressly set forth in this AGREEMENT are of no force or effect. 19.2 It is further understood that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 19.3 Notwithstanding the aforementioned, the CITY reserves the right, from time to time, to levy other reasonable business, professional, and occupational regulatory fees, pursuant to Florida Statutes § 166.221. 19.4 The City of Miami's Department of Solid Waste, may request such other reasonable supporting financial documents, as reasonably needed, to evaluate the gross receipts of the FRANCHISEE, for accounts subject to this Franchise Agreement. ARTICLE XX APPROVAL OF THIS AGREEMENT 20.1 Execution of this AGREEMENT by the City Manager, City Attorney, City Clerk, Risk Management Administrator and FRANCHISEE, shall constitute evidence of its approval. ARTICLE XXI ADDITIONAL QUALIFIED PROPOSERS 21.1 In addition, Qualified Proposer(s) agree that the CITY has the right to add additional qualified rosers (in the event ante Franchises are cancelled, terminated, or the FRANCHISEES otherwise cease to do business or provide adequate service within the CITY), who meet all requirements of applicable laws, codes, rules and regulations and will execute CITY furnished Agreements, to provide collection and disposal services, as determined necessary by the CITYY, through the duration of the contract in order to insure availability and expediency of services. Each proposer who seeks to be added to the Commercial Solid Waste Hauling Services contract shall be evaluated, consistent with the requirements of this RFQ, to determine qualifications. ARTICLE X.XII PUBLIC RECORDS. 20 City of Mimi, Florida Commercial Solid Waste 1Iauling,Services 12 Q 495344 22.1 FRANCHISEE understands that the public shall have access, at all reasonabletimes, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, including without limitation Florida Statute § 119.0701, and agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable laws. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this AGREEMENT by the CITY. 22.2 FANCHISEE shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1). keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records to the City in a format compatible with the City's information technology systems. 22.3 Should FRANCHISEE determine to dispute any public access provision required by Florida Statutes, then FRANCHISEE shall do so at its own expense and at no cost to the CITY. ARTICLE XXIII TERMINATION 23.1 The CITY reserves unto itself the power to revoke all franchises granted pursuant to Chapter 22 of the City Municipal Code, to change or limit the rights granted, or to otherwise modify the franchises, in its sole discretion, by ordinance duly enacted by it. Such action shall not be deemed a taking of property, contract, or other right of FRANCHISEE, it being the express intention to reserve unto the CITY, the power in its sole discretion, to alter the methods of solid waste collection employed in the CITY, and the manner in which to provide for solid waste services delivered within the CITY. 21 City of Miami, Florida Commercial Solid Waste Hetttling Services RT<'Q 495344 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "CITY" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd Hannon, City Clerk Daniel J. Alfonso, City Manager "FRANCHISEE" a Corporation/LLC/ Ltd. Partnership (as applicable) ATTEST: By: Print Name: Print Name: Title: Secretary 1Title: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Vietoria Mendez City Attorney Ann -Marie Sharpe Director, Risk Management 1 A company resolution indicating the signatory is authorized to sign for and bind the Franchise , is required. 22 ATTACHMENT C City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www,miamlgov.com File Number: 10-01e2A Final Action bate: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), ACCEPTING THE RESPONSES RECEIVED AUGUST 13, 2010, PURSUANT TO REQUEST FOR QUALIFICATIONS NO. 222246, FROM VARIOUS QUALIFIED PROPOSERS, AS IDENTIFIED ON "EXHIBIT A", ATTACHED AND INCORPORATED, TO PROVIDE COMMERCIAL SOLID WASTE HAULING SERVICES WITHFN THE CITY OF MIAMI; AUTHORIZING THE CITY MANAGER TO EXECUTE NON-EXCLUSIVE COMMERCIAL SOLID WASTE FRANCHISE AGREEMENTS, WITH THE QUALIFIED PROPOSERS FOR SAID SERVICES, FOR AN INITIAL CONTRACT PERIOD OF FIVE (5). YEARS, WITH OPTIONS TO RENEW FOR THREE (3) ADDITIONAL ONE (1) YEAR PERIODS; FURTHER AUTHORIZING THE ADDITION OF QUALIFIED PROPOSERS (IN THE EVENT ANY OF THE FRANCHISES ARE CANCELLED, TERMINATED, OR THE FRANCHISEES OTHERWISE CEASE TO DO BUSINESS OR PROVIDE ADEQUATE SERVICE WITHIN THE CITY), WHO MEET ALL APPLICABLE LAWS, CODES, RULES, AND REGULATIONS, SUBJECT TO CITY COMMISSION APPROVAL. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The responses received August 13, 2010, pursuant to Request for Qualification No, 222246, from various qualified proposers, as identified on "Exhibit A", attached and incorporated, to provide Commercial Solid Waste Hauling Services within the City of Miami, are accepted. Section 2. The City Manager is authorized{1} to execute non-exclusive commercial solid waste franchise agreements with said qualified proposers for said services, for an initial contract period of five (5) years with options to renew for three (3) additional one (1) year periods, Section 3, The addition of qualified proposers (In the event any of the franchises are cancelled, terminated, cr the franchisees otherwise cease to do business or provide adequate service within the City of Mierni), who meet all applicable laws, codes, rules, and regulations, is authorized, subject to City Commission approval. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor,{2} City ofMiami Page 1 of 2 File 1'd: 10-01024 (Version: 1) Printed On: 9/10/2010 File Number: 10-01024 'APPROVED AS TO FORM AND CORRECTNESS1fr JULIE 0, BRU CITY ATTORNEY.e Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imp( by the City Attorney, including but not limited to those prescribed by applicable City Charter and C provisions. {2} if the Meyor'does not sign this Resolution, it shall become effective at the end of ten calendar from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effet immediately upon override of the veto by the City Commission. CYty ofMim l'ogre 2 of 2. rile 14: 10-01024 (Version: 1)1,4)00 Om 9/10/2010 City of Miami Purchasing Department Miami Riverside Center 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fl.us/procurement Number: 495344,5 Title: Request for Qualifications for Commercial Solid Waste Hauling Services Issue Date/Time: 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: 04-JUN-2015 08-JUN-2015 @ 15:00:00 Voluntary May 11, 2015 @ 10:00:00 MRC Building, 444 SW 2nd Avenue, 6th Floor Conference Room, Miami, Florida 33130 Monday, May 18, 2015 at 5:00 PM Osborne, Lydia City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US LOsborne@miamigov.com 305-400-5025 Page 1 of 39 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 firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 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 information 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 terms 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 39 Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami -Dade County, or Other Address: City, State, and Zip Code: Telephone Number: Fax Number: E-mail Address: Contact Person (First and Last Name): Business Tax Receipt / Occupational License Number: Business Tax Receipt / Occupational License Issuing Agency: Business Tax Receipt / Occupational License Expiration Date: Respondent certifies that (s) he has read and understood the provisions of City of Miami Ordinance No. Page 3 of 39 10032 (Section 18-105 of the City Code) pertaining to the implementation of a "First Source Hiring Agreement.": Yes or No Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07), If no addendum/addenda was/were issued, please insert N/A. Page 4 of 39 495344,5 Table of Contents Terms and Conditions 6 1. General Conditions 6 1.1. GENERAL TERMS AND CONDITIONS 6 2. Special Conditions 26 2.1. PURPOSE 26 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 26 2,3. TERM OF FRANCHISE AGREEMENT 26 2.4, CONDITIONS FOR RENEWAL 26 2.5. MINIMUM QUALIFICATIONS OF PROPOSER(S) 26 2.6. PERMITS AND LICENSES 27 2.7. LEGAL REQUIREMENTS 27 2.8. PERFORMANCE 28 2.9. WORK ASSIGNMENTS 28 2.10. USE OF SUBCONTRACTORS 28 2,11. ASSIGNMENT 28 2.12. INSURANCE REQUIREMENTS 29 2.13. HOLD HARMLESS 31 2.14. PRE -PROPOSAL CONFERENCE 31 2.15. CONTRACT ADMINISTRATOR 32 2.16. PERFORMANCE BOND REQUIREMENTS 32 2.17. USE OF PREMISES 32 2.18. LABOR, SUPERVISORS, EQUIPMENT AND MATERIALS 32 2.19, EMPLOYEES ARE RESPONSIBILITY OF QUALIFIED PROPOSER(S) 33 2.20. FRANCHISE AGREEMENT 33 2.21. LIMITED AGREEMENT EXTENSION 33 2.22. DAMAGES TO PUBLIC/PRIVATE PROPERTY 33 2.23. SAFETY MEASURES 33 2.24. TERMINATION 33 2.25. ADDITIONAL TERMS AND CONDITIONS 34 2.26. PRIMARY CLIENT (FIRST PRIORITY) 34 2.27. CHANGES/ALTERATIONS 35 2.28. ADDITIONAL SERVICES 35 2.29, ADDITIONAL QUALIFIED PROPOSER(S) 35 2.30. AUDIT AND INSPECTION RIGHTS 35 2.31. TRUTH IN NEGOTIATION CERTIFICATE 37 3. Specifications 38 3.1. SPECIFICATIONS/SCOPE OF WORK 38 4. Submission Requirements 39 4.1. SUBMISSION REQUIREMENTS 39 4.2. OPTIONAL REQUEST 39 Page 5 of 39 495344,5 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 $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.miami.fl,us/procurement 1.5. ALTERNATE RESPONSES WILL NOT BE CONSIDERED, 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES- In connection with any litigation, mediation and arbitration arising out of this Contract, each party shall bear their own 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, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of Page 6 of 39 495344,5 the books, documents, papers and records pertinent to the Contract for 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, whenpermissible byfederal, state, and local laws,rules,and regulations. g Each Governmental, not -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 manner and in the form required by the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder's/Proposer's default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while 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 for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warranty periods. G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the Page 7 of 39 495344,5 City's best interests. Such agreement 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. 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 Special Conditions, This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - 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 item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing, In the event of bid/proposal 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 firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized 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-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response Page 8 of 39 495344,5 for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments 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 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. B. Occupational, Safety and Health Act (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 Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation, I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. 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. L20. CONE OF SILENCE Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. 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 professionalstaff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: Page 9 of 39 495344,5 oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments 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 in the 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 personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. 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. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this 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. A. Bidder/Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exemption for himself/herself/itself, or others. Bidder/Proposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Bidder/Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the City or any person or agency acting for the City, and has not appeared in representation of any third party before any board, commission or agency of the City within the past two years. Bidder/Proposer further warrants that he/she/it is not related, specifically the spouse, son, daughter, parent, brother or sister, to; (i) any member of the commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional services agreement with the City, imposition of the maximum fine and/or any penalties allowed by law. Page 10 of 39 495344,5 Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. 1.23. COPYRIGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless 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 shallbe 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 determination, The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for 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 terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the Page 11 of 39 495344,5 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 terms 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. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment 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 terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may becorne due on this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure Page 12 of 39 495344,5 to comply with these requirements 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 Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. 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 commodities/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 Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and 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 terms 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 ; Page 13 of 39 495344,5 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for 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 firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation, Bidder/Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, 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 arid 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 terms 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 Formal 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. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that Page 14 of 39 495344,5 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 lst. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract, If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.39. 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. 1.40. 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. 1.41. 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 types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION - Contractor shall indemnify , hold harmless and defend the City, its officials, officers, Page 15 of 39 495344,5 agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This, indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06 and/or §725.08, Fla. Statues, as amended from time to time as applicable. Contractor shall require all Sub -Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Sub -Contractor, under this Agreement. 1.43. FORMATION 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. 1.44. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms 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. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.45. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 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. 1.46. 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 Page 16 of 39 495344,5 Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1.47. 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). 1.48. LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non -local bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local bidder, then that non -local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non -local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non -local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, include a five (5%) percent evaluation criterion in favor of proposers who maintain a local office, as defined in Section 18-73. In such cases, this five (5%) percent evaluation criterion in favor of proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49. 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 contract/agreement, for which the bidder/proposer must bear full liability. 1.50. 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. 1,51. 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. Page 17 of 39 495344,5 1.52. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at 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. 1.53. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation, Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.54. 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 formal solicitation does not constitute the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.55. 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. 1.56. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. 1.57. OWNERSHIP OF DOCUMENTS It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this formal solicitation shall 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. 1.58. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or Page 18 of 39 495344,5 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. 1.59. 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 (100%) of the contract price. 1.60. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful 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 Forms 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, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.61. 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. 1.62. 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. Page 19 of 39 495344,5 1.63. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.64. 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 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 commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term of the contract. 1.65. 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. 1.66. 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. 1.67. 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 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.68. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records". Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation of this Contract by the City. Page 20 of 39 495344,5 1.69. 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, 1.70. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.71. 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. 1.72. 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 $25,000, the City Commission must approve the City Manager's decision, Such authority extends, without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. (b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.73. 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 $25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A. notice of intent to file a protestt 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 Page 21 of 39 495344,5 receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami. Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as 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 confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing 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 end of the next day which is 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 Commission within 30 days after he/she receives the protest. In cases involving more than $25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. (c) Compliance with filing requirements. Failure of a party to •timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section, The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the Page 22 of 39 495344,5 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 $5000,00, 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. 1.74. 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. 1.75. 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. 1.76. 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. 1.77. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current 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. 1.78. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no award will be made at that time. A. Hardcopy 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, Hardcopy responses received at any other location than the specified shall be deemed non -responsive. Page 23 of 39 495344,5 Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US1. US1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: US1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of bid/proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires) , the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A.' 1.79. 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. 1.80. 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 terms and conditions of the contract. B. The City has determined that such termination will be in the best interest of the City to terminate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.81. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award specifications, free of damage or Page 24 of 39 495344,5 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. 1.82. 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. 1.83. 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. 1.84.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", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm'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 attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. 1.85. 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 performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.86. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.87. 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 25 of 39 495344,5 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for a Franchise Agreement for Commercial Solid Waste Hauling Services, as specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with the terms, conditions and stipulations of the solicitation. 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Purchasing Department, Attn: Lydia Osborne, PhD, CPPO, CPPB; fax: (305) 400-5025 or email: losborne@miamigov.com. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Monday, May 18, 2015 at 5:00 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 FRANCHISE AGREEMENT The Proposer(s) qualified and selected to provide the service(s) requested herein (the "Qualified Proposer(s)") shall be required to execute a Franchise Agreement ("Agreement") with the City, which shall include, but not be limited to, the following terms: A. The initial term of the Agreement shall be for five (5) years. B. The City shall have the option to renew the Agreement for up to three (3) additional one (1) year periods, at its sole discretion, C. Extension of the term of the Agreement beyond the initial period is an option of the City to be exercised in its sole discretion and does not confer any rights upon the Qualified Proposer(s). It should be noted that any Qualified Proposer(s) that is not renewed for any of the option periods, will not be allowed to operate within the City limits. 2.4. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) Continued satisfactory performance compliance with the specifications, terms and conditions established herein. 2.5. MINIMUM QUALIFICATIONS OF PROPOSER(S) In order to qualify, prospective Proposer shall agree to adhere to all requirements as set forth in the Non -Exclusive Commercial Solid Waste Franchise Agreement, Attachment B, as it may exist, as specified in the attached Draft form, and in its final form. Additionally, prospective Proposers shall meet all of the following minimum qualification requirements and provide any and all required documentation pursuant to the same. The following requirements shall be met by a prospective Proposer in order to be deemed "qualified" to provide said services. Each prospective Proposer shall: Page 26 of 39 495344,5 a) Agree to all terms, conditions, and provisions of the final Franchise Agreement, and agree to execute the same upon being deemed qualified. (See attached Draft of the Franchise Agreement, Attachment B, in the Header/Notes and Attachments section of this RFQ, in the Oracle Sourcing System) b) Agree to adhere, at the time of application and at all times during the period covered by the Franchise Agreement, to all applicable Codes and Ordinances of the City, State and Federal regulations. c) Not owe, or be in arrears for any sum to the City and/or under any prior/existing Agreement, unless expressly approved by the City prior to the submission due date. d) Possess equipment capable of providing safe and efficient service, and have sufficient personnel to perform the same. e) Be of good moral character. This applies if the Proposer is an individual, or a firm, corporation, partnership, association or organization, any person(s) having any financial, controlling, or managing interest therein, in the Proposer. f) Maintain proper insurance coverage as defined in accordance with Section 2.12, Insurance Requirements, of the RFQ. The City shall be listed as an Additional Insured for liability and all insurances must be approved by the City's Risk Management Department prior to execution of the Agreement. g) Complete in full and return, along with the RFQ response, the attached Attachment A, Attestation of Qualifications located in the Header/Notes and Attachments Section of this RFQ in the Oracle Sourcing system, and provide all its required information and documentation, which shall, in part, be utilized by the City to determine qualifications. h) Agree to furnish a performance bond, in the amount equal to Twenty Five Thousand Dollars ($25,000) executed by a surety company duly authorized to do business in the State of Florida, which shall be counter -signed by an agent for the company, resident in the State of Florida, to the Procurement Department within ten (10) business days after receipt of the Notice of Award and prior to final execution of the Agreement by the City. FAILURE TO MEET ANY OF THE ABOVE MINIMUM QUALIFICATION REQUIREMENTS AND/OR COMPLETE AND RETURN ATTACHMENT "A", ATTESTATION OF QUALIFICATIONS, MAY DISOUALIFY A PROSPECTIVE PROPOSER FROM PROVIDING COMMERCIAL SOLID WASTE HAULING SERVICES WITHIN THE CITY OF MIAMI. 2.6. PERMITS AND LICENSES The Qualified Proposer(s) shall obtain and pay for all licenses, permits, inspection fees or any other costs that may be required to perform these services. Damages, penalties, and/or fines imposed on the City for any Qualified Proposer's failure to obtain required licenses, permits or fines shall be borne solely by the Proposer. Additionally, copies of all licenses required to complete this work should be included with response to this RFQ. Any Proposer who submits a Proposal under this RFO and is deemed qualified to provide Commercial Waste Hauling Services within the City of Miami jurisdictional limits. shall meet the City's Business Tax Receipt requirements in accordance with Chapter 31, Article II of the City of Miami Charter. Qualified Proposer(s) shall provide a copy of the City of Miami's Business Tax Receipt to the Procurement Department within ten (10) business days after receipt, of Notice of Award. 2.7. LEGAL REQUIREMENTS Page 27 of 39 495344,5 This RFQ is subject to all applicable federal, state, county and local laws, ordinances, rules and regulations that in any manner affect any and all of the services covered herein. Lack of knowledge by the Qualified Proposer(s) shall in no way be cause for relief from responsibility. 2.8. PERFORMANCE The Qualified Proposer(s) will be responsible for performing the work necessary to meet City standards in a safe, neat, and good workmanlike manner, using only generally accepted methods in carrying out the work, and complying with all federal and state laws, and all ordinances and codes of the City relating to such work. 2.9. WORK ASSIGNMENTS All work assignments during the Agreement period will be on an "as needed" basis, complying with notification requirements. The City offers no guarantee as to the number or frequency of work assignments under the terms of this Agreement. 2.10. USE OF SUBCONTRACTORS The Qualified Proposer shall not, at any time during the term of the Agreement, subcontract any part of their operations or assign any portion or part of the Agreement, to Subcontractor(s) except under and by virtue of permission granted by the City through the proper officials in writing. Nothing contained in this RFQ shall be construed as establishing any contractual relationship between any subcontractor and the City. The Qualified Proposer shall be fully responsible to the City for all of the acts and omissions of any subcontractor and their employees for the performance of work under this RFQ, and for any acts and omissions of persons employed by Qualified Proposer. 2.11. ASSIGNMENT The performance of this Contract shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Contractor without the written consent of the City. It is understood that a sale of the majority of the stock or partnership shares of the Contractor, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. Any transference without City approval shall be cause for the City to nullify this Contract, Any assignment without the City's consent shall be null and void. The Contractor shall have no recourse from such cancellation, The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/ assumption agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment.. The Contractor and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Contract and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. The term "Contractor" shall have the same meaning as "Franchisee". Page 28 of 39 495344,5 2.12. INSURANCE REQUIREMENTS INDEMNIFICATION Qualified Proposer(s) shall pay on behalf of, indemnify and save City and its officials harmless, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of proposer's performance under the provisions of the contract, including all acts or omissions to act on the part of proposer, including any person performing under this Contract for or on proposer's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct of the City, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. The Proposer(s) shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: I. Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations $1,000,000 Personal and Advertising Injury B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000 $2,000,000 $1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Including Owned, Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required Page 29 of 39 City of Miami included as an Additional Insured Pollution Liability CA 99 48 or equivalent endorsement if applicable III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident. $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Umbrella Liability A. Limits of Liability Each Occurrence Limit Aggregate Limit $1,000,000 $1,000,000 City of Miami listed as an additional insured Excess Form over all applicable liability policies herein contained V. Performance bond/Letter of Credit $25,000 City of Miami listed as oblige on the bond and sole beneficiary on the letter of credit. VI. Pollution Liability (If Applicable) A. Limits of Liability Each Occurrence Aggregate Limit $1,000,000 City of Miami listed as an additional insured $1,000,000 495344,5 The above policies shall provide City of Miami with written notice of cancellation or material change from Page 30 of 39 495344,5 the insurer in accordance to policy provisions. BINDERS ARE UNACCEPTABLE. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the proposer. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "A-" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Key Rating 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. NOTE: CITY RFQ NUMBER AND/OR TITLE OF RFQ MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the proposer of his/her liability and obligation under this section or under any other section of this Agreement. --If insurance certificates are scheduled to expire during the contractual period, the Proposer shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration. --In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall: (1) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the Request for Qualifications. (2) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from the Proposer in conjunction with the General and Special Terms and Conditions of the Request for Qualifications. The Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Proposer. 2.13. HOLD HARMLESS The Qualified Proposer(s) shall hold harmless and indemnify the City for any errors in the provision of services and for any fines, which may result from the fault of the Qualified Proposer(s) and as stated in the previous section entitled Insurance Requirements. 2.14. PRE -PROPOSAL CONFERENCE Potential Proposers are urged to attend the Voluntary Pre -Proposal Conference, which will occur on May 11, 2015 @10:00:00, at MRC Building, 444 SW 2nd Avenue, 6th Floor Conference Room, Miami, Florida 33130. 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 themself 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 Page 31 of 3'9 495344,5 staff and obtain clarification of the requirements of the solicitation documents. Because the City considers the conference to be critical to understanding the solicitation requirements, attendance is Recommended. 2.15. CONTRACT ADMINISTRATOR Upon award, Qualified Proposer shall report and work directly with Mr. Donnie Horne, Superintendant/Senior Staff Analyst, who shall be designated as the Contract Administrator. 2.16. PERFORMANCE BOND REQUIREMENTS The Qualified Proposer (s) agrees to maintain, for the term of this Agreement, a Performance Bond, executed by a surety company duly authorized to do business in the State of Florida, which shall be counter -signed by an agent for the company, resident in the State of Florida. The amount of the bond for the first year of the contract shall be no less that $25,000.00, as security for the faithful performance of the franchise Agreement. The amount of the bond for the second year and throughout the reaming years of the contract, including renewals and extensions thereof, shall be equal to the Qualified Proposer's previous 12 month franchise fees paid to the City (including the annual franchise fee, monthly 24% franchise fee, annual per account fee, and any other franchise fees paid to the City) or a minimum of $25,000, whichever is greater. The surety shall have a rating classification of "A-" and a financial category of Class V as evaluated in the current Best's Key Rating Guide, Property Liability. City of Miami shall appear listed as obligee. In lieu of a Performance Bond, the Qualified Proposer may submit an Irrevocable Letter of Credit, cash, certified check, treasurer's or cashier's check issued by a responsible bank or trust company payable to the City of Miami, The Performance Bond, in a form acceptable to the City, shall be submitted together with four (4) original signed copies of the Franchise Agreement and an approved insurance certificate(s), listing the City as Additional Insured, to the Procurement Department within ten (10) business days after receipt of Notice of Award, and prior to final execution of the Agreement by the City. During the term of the contract, including renewal and extension periods the Performance Bond shall be submitted annually, prior to the anniversary date of the contract. NOTE: Performance Bonds placed under the current Commercial Waste Hauling Services Franchise Agreement RFQ # 222246 cannot be rolled over or transferred to the new Commercial Solid Waste Franchise Agreement solicited through RFQ 495344. This is a new solicitation process and current and new franchise holders are required to meet the performance bond requirement. Once the new Franchise Agreement is fully executed, the performance bonds submitted under the Commercial Waste Hauling Services Franchise Agreement RFQ # 222246 will be returned to the respective franchisees. 2.17. USE OF PREMISES The Qualified Proposer(s) shall confine their equipment, apparatus, the storage of materials, and the operation of the Qualified Proposer's workmen to the limits indicated by law, ordinances, permits, or direction of the Contract Administrator, and shall not unreasonably encumber the premises with their materials. The Qualified Proposer(s) shall take all measures necessary to protect the Qualified Proposer's own materials. 2.18. LABOR, SUPERVISORS, EQUIPMENT AND MATERIALS Page 32 of 39 495344,5 The Qualified Proposer(s) shall furnish, at their own expense, all personnel, supervision, equipment, materials and supplies necessary for the satisfactory completion of the services specified in this RFQ. 2.19. EMPLOYEES ARE RESPONSIBILITY OF QUALIFIED PROPOSER(S) All employees of the Qualified Proposer(s) shall be considered to be, at all times, the sole employees of the Qualified Proposer(s) under its sole direction and not an employee or agent of the City. All applicable taxes, fringe benefits, and training for all personnel for the performance under the Agreement shall be the sole responsibility of the Qualified Proposer(s). 2.20. FRANCHISE AGREEMENT Although the purpose of this RFQ is to secure an Agreement that can satisfy the total needs of the City or of a specific City agency, it is hereby agreed and understood that this solicitation does not constitute the exclusive rights of the Qualified Proposer(s) to perform all the services that may be generated by the City in conjunction with this Solicitation, when deemed to be in the City's best interests to establish a separate contract to provide said services. 2.21. LIMITED AGREEMENT EXTENSION Any specific work assignment which commences prior to the termination date of the Agreement and which will extend beyond the termination date shall, unless terminated by mutual written agreement by both parties, continue until completion at the same rates, terms and conditions as set forth herein. 2.22. DAMAGES TO PUBLIC/PRIVATE PROPERTY Qualified Proposer(s) shall carry out the work with such care and methods as not to result in damage to public or private property adjacent to the work, Should any public or private property be damaged or destroyed, the Qualified Proposer, at his/her expense, shall repair or make restoration as is practical and acceptable to the City and/or owners of destroyed or damaged property promptly within a reasonable length of time. (Not to exceed one month from date damage was done). 2.23. SAFETY MEASURES Qualified 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 his/her operation and work in progress must be posted. All employees of the Qualified Proposer(s) shall be expected to wear safety glasses or goggles, appropriate clothing, and hearing protection when and wherever applicable. The Qualified Proposer(s) shall use only equipment that is fully operational and in safe operating order, Qualified Proposer(s) shall be especially careful when servicing property when pedestrians and/or vehicles are in close proximity - work shall cease until it is safe to proceed. 2.24. TERMINATION Page 33 of 39 495344,5 A. FOR DEFAULT If Qualified Proposer(s) defaults in its performance under this Contract and does not cure the default within 14 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami, In such event the Qualified Proposer(s) shall be 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 Qualified Proposer(s) was not in default or (2) the Qualified Proposer's failure to perform is without his or his subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, with or without cause, upon 30 days prior written notice, If this Contract is for supplies, products, equipment, or software, and so terminated for the convenience by the City of Miami the Qualified Proposer(s) 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. 2.25. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of the Proposer's solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. 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 Conditions and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the Proposer's authorized signature affixed to the Proposer's acknowledgment form attests to this. If a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. Qualified Proposer shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records to the City in a format compatible with the City's information technology systems. 2.26. PRIMARY CLIENT (FIRST PRIORITY) Page 34 of 39 495344,5 The Qualified Proposer(s) agree upon award of this contract that the City of Miami shall be its primary client and shall be serviced first during a schedule conflict arising between this contract and any other contract Qualified Proposer(s) may have with any other cities and/or counties to perform similar services as a result of any catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency impacting various areas during or approximately the same time. 2.27. CHANGES/ALTERATIONS 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. 2.28. 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. 2.29. ADDITIONAL QUALIFIED PROPOSER(S) It is expressly agreed that in no event shall the City be liable or responsible to the Qualified Proposer(s) or its customers for delay or temporary interruption in service because of disputes between the parties or any cause over which the City has no control. In the event of any condition which makes performance of contracts entered into under the terms and conditions of this Agreement impossible, Qualified Proposer(s) agrees that the City shall have the right to invite, notify, and qualify other Prospective Proposers of the opportunity to provide collection and disposal services, In addition, Qualified Proposer(s) agree that the City has the right to add additional Qualified Proposer(s) (in the event any of the Proposers are cancelled, terminated or the Proposers otherwise cease to do business or provide adequate service within the City), who meet all requirements of applicable laws, codes, rules and regulations and will execute City furnished Agreements, to provide collection and disposal services as determined necessary by the City. through the duration of the contract in order to insure availability and expediency of services. Each proposer who seeks to be added to the Commercial Solid Waste Hauling Services contract shall be evaluated, consistent with the requirements of this RFQ, to determine qualifications. 2.30. AUDIT AND INSPECTION RIGHTS The City may, at reasonable times, and for a period of up to five (5) years following the date of final payment by the Qualified Proposer(s) to City under this Agreement, audit, or cause to be audited, those books and records of Qualified Proposer(s) which are related to Qualified Proposer's performance under this Agreement. Qualified Proposer(s) agrees to maintain all such books and records at its principal place of business for a period of five (5) years after final payment is made under this Agreement. City shall have the following inspection and audit rights as provided in §18-101 and § 18-102 of the City Code: 18-101 . Inspections (a) Solicitations and contractual provisions. City contracts shall provide that the city may inspect goods Page 35 of 39 495344,5 or services at the facilities of the contractual party and perform tests to determine whether they conform to solicitation requirements contained in invitation for bids or requests for proposals or, after award, to the terms and conditions of the contract. Such in spections and tests shall be performed in accordance with the terms and conditions of the solicitation and contract. (b) Procedures for tests and inspections. (1) The Chief Procurement Officer may specify general operational procedures governing the test and inspection of all goods or services, sales or leases being performed under city contract by city departments, offices and individual Procurement Officers. (2) The Chief Procurement Officer shall inspect or supervise the inspection of all deliveries of supplies, materials, equipment, contractual services or performance under lease agreements to determine conformance with the terms and conditions upon which the order or contract was based. Any Procurement Officer or department may be authorized by the Chief Procurement Officer to inspect deliveries or contract performance in the manner stipulated with the approval of the City Manager. (3) The Chief Procurement Officer may prescribe chemical, physical and other performance tests for goods or services, including samples submitted with bids or offers and samples of deliveries and performance to determine their quality and conformance with the terms and conditions of the solicitation or contract. In the performance of such tests or inspections, the Chief Procurement Officer shall have the authority to make use of the laboratory facilities of any department of the city or any outside laboratory or special expertise available to evaluate service performance. (c) Conduct of inspections. Whenever possible, inspections and tests shall be performed so as not to unduly delay or inconvenience the contractual parties. Contractual parties shall make available at no charge to the city all reasonable facilities and assistance, in order to facilitate the performance of inspections or tests by city representative. (Ord. No. 12271, ,§ 2, 8-22-02) 18-102 . Audits. (a) Solicitations and contractual provisions. City contracts shall provide that the city may inspect the books and records of contractual parties to determine conformance with the solicitation requirements contained in the invitation for bids or request for proposals or, after award, with the terms and conditions of the contract. (b) Procedures for audits. (1) The Chief Procurement Officer may specify the general procedures for inspection of books and records and for the conduct of audits of all goods or services, sales or leases under city contracts. (2) An audit may be required when, in respect to an actual or prospective contractual party, there is: a. A question as to the adequacy of accounting policies or cost systems; b. A substantial change in the methods or levels of operations; c. Previous unfavorable experience indicating doubtful reliability of estimating, accounting or purchasing methods; d. A lack of cost experience due to the procurement of a new supply or service; or e. Other evidence that an audit is in the city's best interests as determined by the Chief Procurement Page 36 of 39 495344,5 Officer, the City Manager or the City Commission. (c) Conduct of audits. Whenever possible, audits shall be performed so as not to unduly delay or inconvenience the contractual party. Contractual parties shall make available at no charge to the city all reasonable facilities and assistance, for the convenience of the City representatives performing the audit. (Ord. No. 12271, § 2, 8-22-02) The City may, at reasonable times during the term hereof, inspect Qualified Proposer's facilities and perform such test, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Qualified Proposer(s) under this Agreement conform to the terms hereof, if applicable. Qualified Proposer(s) shall make available to the City reasonable facilities and render assistance to facilitate the performance of all tests and/or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-95, 18-96 and 18-97, of the City Code, as same may be amended or supplemented, from time to time. Qualified Proposer(s) also agrees to allow City auditors, during regular business hours and after reasonable notice, to audit, inspect and examine the Qualified Proposer's financial records (as they relate to City of Miami revenue) including all fiscal books and records, sales tax returns, bank statements, general ledger (vouching City of Miami revenue to the G/L), contract/agreement between Qualified Proposer(s) and customer and any other financial information deemed necessary, insofar as they relate to City accounts, as well as, the Qualified Proposer(s) entire customer base, in order to confirm the Qualified Proposer's compliance with the Franchise Agreement. Qualified Proposer(s) further agrees to pay a one and one half percent (1.5%) penalty per month on any monies due and owing the CITY, as a direct result of an audit from whatever applicable revenue stream during the Agreement term. In addition, if a City Audit reveals that Qualified Proposer(s) under reported gross receipts, and results in additionalrevenue due the City in the amount of $20,000.00 (per Fiscal Year) or more, Qualified Proposer(s) agrees to pay for the cost of said Audit. Upon audit notification, Qualified Proposer(s) agrees to deliver all financial information and books and records to within the City limits, if said information is maintained outside the City boundaries, Qualified Proposer(s) agrees to allow City auditors the right to copy any financial related source documents when deemed necessary, to substantiate an audit finding. Also, any Qualified Proposer(s) requesting credit or refund for Franchise Fees paid to the City in error, will be required to pay for the auditing hours necessary to verify the claim that is performed by our City auditors. As an alternative, Qualified Proposer(s) may retain their own outside CPA Firm to verify their claim. Qualified Proposer(s) / Franchisees must pay for the hours necessary to verify the work of the outside CPA Firm. 2.31. TRUTH IN NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Qualified 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 price 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. All such contract adjustments shall be made within one (1) year following the end of the Agreement. Page 37 of 39 495344,5 3. Specifications 3,1. SPECIFICATIONS/SCOPE OF WORK The City of Miami (hereinafter referred to as "City") is seeking to qualify private commercial haulers (herein referred to as "haulers" or "contractors") to enter into city-wide Franchise Agreements (hereinafter referred to as "Agreement") to provide collection and disposal of all commercial solid waste and recyclable materials, excluding biomedical, biological, and hazardous waste, to its commercial establishments and multifamily residences with four (4) or more contiguous living units, totaling approximately 21,000 accounts in 34 square miles. The RFQ includes garbage, trash, specialized roll -off and recycling services. Extra -ordinary material, unacceptable waste (acid, batteries, auto parts, excavating materials, construction and demolition debris, roofing materials, wood, pipe, steel, gas tanks, etc.), dead animals, abandoned vehicles/boats and parts, large equipment and parts thereto will not be collected by the hauler unless specifically required by the generator and agreed to by the hauler, The Agreement shall enable qualified haulers to provide these services within the City for the term specified in the Agreement, Qualified Proposer shall be responsible for seeking their own commercial accounts within the City. Page 38 of 39 495344,5 4. Submission Requirements 4.1. SUBMISSION REQUIREMENTS THE CITY OF MIAMI WILL ONLY ACCEPT HARD COPY RESPONSES FOR THIS RFQ. PROPOSER MUST SUBMIT AN ORIGINAL RESPONSE ALONG WITH SIX (6) COPIES, IN ADDITION TO AN ELECTRONIC COPY (FLASH DRIVE). The following documents should be submitted as part of the Response to this RFQ. a) Copy of hauler's current Business Tax Receipt / Occupational License. b) Attestation of Qualifications Form,Attachment A, completed in full, signed, and notarized, (This document is located in the Header / Notes and Attachments Section of this RFQ, in the Oracle Sourcing System.) c) Submission of all documentation, as a minimum, as required in the Attestation of Qualifications Form. Attachment A. d) Certification Statement and Certifications Section of the Request for Qualifications # 495344 solicitation document must be completed in full and signed. FAILURE TO SUBMIT THE ABOVE REQUIRED DOCUMENTATION AND OTHER REQUIRED INFORMATION MAY DISQUALIFY YOUR RESPONSE. Note: Prospective Proposers are not required to submit along with their response an executed copy of the Commercial Solid Waste Franchise Agreement. Section 2.16, Performance Bond Requirements, indicates when to submit executed copies of the Franchise Agreement. 4.2. OPTIONAL REQUEST As part of this RFQ and as the City is receptive to new and innovative ideas, the City is providing the option for any Proposer to submit concepts or ideas that are innovative in nature and provide for more efficient commercial solid waste services. These innovative concepts could identify methods to accomplish the City's goals of better City regulation, to promote greater competition, innovative or innovative services and services to promote the beautification of the City and the health and welfare of its citizens. This section shall not create any obligation on the City to enter into any Agreement based on the innovative idea(s), nor include the idea(s) in the final Agreement. However, this information may, at the City's sole option, be considered and incorporated in any final Agreement. Page 39 of 39