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HomeMy WebLinkAboutInvitation for BidCity of Miami Invitation for Bid (IFB) Purchasing Department Miami Riverside Center 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fl.us/procurement IFB Number: 448313,1 Title: Invitation for Bid to Lease/Rent Philips Automated External Defibrillators (AED) Issue Date/Time: 30-MAY-2014 IFB Closing Date/Time: 09-JUN-2014 @ 14:00:00 Pre -Bid Conference: None Pre -Bid Date/Time: Pre -Bid Location: Deadline for Request for Clarification: Tuesday, May 27, 2014 at 5:00 PM Buyer: Gray, Tahlia Hard Copy Submittal Location: City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US Buyer E-Mail Address: tgray@miamigov.com Buyer Facsimile: Page 1 of 38 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 38 Legal Name of Firm: Certifications Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Address, including City, State, and Zip Code: Full Name of Bidder's Representative, including Telephone Number, Fax Number, and Email Address: Business Tax Receipt / Occupational License Number, Issuing Agency, and and Expiration Date: 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. If Bidder has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Bidder filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Reference No. 1: Name of Company/Agency for which bidder is currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Reference No. 1: Address, City, State, and Zip for above reference company/agency listed: Reference No. 1: Name of Contact Person, Telephone Number, and E-Mail Address for above reference no. 1 Reference No. 1: Date of Contract or Sale for above reference no. 1 Page 3 of 38 Reference No. 2: Name of Company/Agency for which bidder is currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Reference No. 2: Address, City, State, and Zip for above reference company/agency listed: Reference No. 2: Name of Contact Person, Telephone Number, and E-Mail Address for above reference no. 2 Reference No. 2: Date of Contract or Sale for above reference no. 2 Reference No. 3: Name of Company/Agency for which bidder is currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Reference No. 3: Address, City, State, and Zip for above reference company/agency listed: Reference No. 3: Name of Contact Person, Telephone Number, and E-Mail Address for above reference no. 3 Reference No. 3: Date of Contract or Sale for above reference no. 3 Please indicate the Balance of Line Percentage Discount (Per Special Condition Section 2.12 of the IFB): Trade -In Amount. Please indicate the purchase price for the LifePak 12 Biphasic Defibrillators listed in Section 3 of this IFB (per Section 2.10 of the IFB): Page 4 of 38 Line: 1 Description: Monthly Rate (Per Month, Per Device) to Lease Philips HeartStart MRx Defibrillators M3536A, per Specifications. Category: 46514-00 Unit of Measure: Month Unit Price: $ Delivery Time from Receipt of Order (Calendar Days) Line: 2 Number of Units: 24 Total: $ Description: Outright Purchase Price of Philips HeartStart MRx Defibrillators M3536A, per Specifications. Category: 46514-00 Unit of Measure: Each Unit Price: $ Number of Units: 31 Total: $ Page 5 of 38 Invitation for Bid (IFB) 448313,1 Table of Contents Terms and Conditions 7 1. General Conditions 7 1.1. GENERAL TERMS AND CONDITIONS 7 2. Special Conditions 27 2.1. PURPOSE 27 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 27 2.3. TERM OF CONTRACT 27 2.4. WRITTEN AGREEMENT 27 2.5. FINANCE - LEASE/RENTAL 27 2.6. NON -APPROPRIATION OF FUNDS 27 2.7. METHOD OF AWARD 28 2.8. BIDDER'S MINIMUM QUALIFICATIONS 28 2.9. PRICING 28 2.10. TRADE-INS 28 2.11. DELIVERY 29 2.12. BALANCE OF LINE 29 2.13. INSURANCE REQUIREMENTS 29 2.14. INVOICES AND METHOD OF PAYMENT 31 2.15. PACKING SLIP/DELIVERY TICKET TO ACCOMPANY ITEMS DURING DELIVERY 31 2.16. MAINTENANCE, REPAIR SERVICES, AND TECHNICAL SUPPORT 31 2.17. ADDITIONAL QUANTITIES 31 2.18. ADDITIONS/DELETIONS OF ITEMS/PRODUCTS 31 2.19. PRE-BID/PRE-PROPOSAL CONFERENCE 32 2.20. CONTRACT ADMINISTRATOR 32 2.21. TIE BIDS 32 2.22. MATERIALS SHALL BE NEW AND WARRANTED AGAINST DEFECTS 32 2.23. DAMAGE TO EQUIPMENT DURING LEASE 33 2.24. WARRANTY 33 2.25. PRODUCT/CATALOG INFORMATION 33 2.26. PRODUCT SUBSTITUTES 33 2.27. REFERENCES 34 2.28. SPECIFICATION EXCEPTIONS 34 2.29. TERMINATION 34 2.30. ADDITIONAL TERMS AND CONDITIONS 35 2.31. PRIMARY CLIENT (FIRST PRIORITY) 35 3. Specifications 36 3.1. SPECIFICATIONS/SCOPE OF WORK 36 Page 6 of 38 Invitation for Bid (IFB) 448313,1 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 MAY BE CONSIDERED - The City may consider one (1) alternate response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the formal solicitation requirements. In order for the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate Response". Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with 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 Page 7 of 38 Invitation for Bid (IFB) 448313,1 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 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, when permissible by federal, state, and local laws, rules, and regulations. 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. Page 8 of 38 Invitation for Bid (IFB) 448313,1 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 detennined to be in the 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 Page 9 of 38 Invitation for Bid (IFB) 448313,1 for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local 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. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, 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: Page 10 of 38 Invitation for Bid (IFB) 448313,1 Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City 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 Page 11 of 38 Invitation for Bid (IFB) 448313,1 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. 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 shall be borne by the Bidder(s)/Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment 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 Page 12 of 38 Invitation for Bid (IFB) 448313,1 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 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 andthe 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 become due on Page 13 of 38 Invitation for Bid (IFB) 448313,1 this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non -responsive. 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 Page 14 of 38 Invitation for Bid (IFB) 448313,1 A.Rejection of Responses The City may reject a Response for any of the following reasons: 1) Bidder/Proposer fails to acicnowledge receipt of addenda; 2) Bidder/Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for 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 and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the 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. Page 15 of 38 Invitation for Bid (IFB) 448313,1 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 fimi 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 employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee 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. Page 16 of 38 Invitation for Bid (IFB) 448313,1 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 infornation. 1.42 INDEMNIFICATION - Contractor shall indemnify , hold harmless and defend the City, its officials, officers, 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 perfornance 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 Page 17 of 38 Invitation for Bid (IFB) 448313,1 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 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 Page 18 of 38 Invitation for Bid (IFB) 448313,1 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. 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 Page 19 of 38 Invitation for Bid (IFB) 448313,1 will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.57. 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 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 Page 20 of 38 Invitation for Bid (IFB) 448313,1 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. 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 Page 21 of 38 Invitation for Bid (IFB) 448313,1 287.017, 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. 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 famished 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 iininediately 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 Page 22 of 38 Invitation for Bid (IFB) 448313,1 Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's 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 perniitted 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. Page 23 of 38 • Invitation for Bid (IFB) 448313,1 (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $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, Page 24 of 38 Invitation for Bid (IFB) 448313,1 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. 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 inforniation 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. Page 25 of 38 Invitation for Bid (IFB) 448313,1 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 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 perforni 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 26 of 38 Invitation for Bid (IFB) 448313,1 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for the lease/rental of Automated External Defibrillators, 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: Tahlia Gray; fax: (305) 400-5019 or email: tgray@miamigov.com. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Tuesday, May 27, 2014 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 CONTRACT The Contract shall commence upon the date of notice of award and shall be effective for two (2) years with no annual renewal options. 2.4. WRITTEN AGREEMENT The City shall order equipment and enter into individual lease/rental agreements for AEDs by issuance of Blanket Releases/Purchase Orders referencing this IFB. The terms and conditions contained in the IFB, the bid response submitted by the lowest responsive and responsible bidder (and accepted by the City), any addenda/amendments issued, and the City's Blanket Release or Purchase Order will constitute the entire agreement. A manufacturer, distributor, local dealer, and/or leasing agency lease/rental agreement will not be used. Furthermore, this contract cannot be sold or otherwise transferred to another individual, company or entity without the expressed written consent of the proper authorities of the City of Miami, Florida. 2.5. FINANCE - LEASE/RENTAL For the purposes of this contract, the terms "lease" and "rental" will be used interchangeably. Prior to or at the end of the two (2) year term, the City reserves the right to purchase the AED equipment furnished under this IFB. Bidder shall indicate, in the corresonding lines of this IFB, the outright purchase price of the AED equipment. Bidder shall not penalize the City should it opt to purchase this equipment prior to the expiration of the two (2) year lease. All lease or rental arrangements will be the responsibility of the Contractor and any interest costs incurred, including any required insurance premiums, taxes or other expenses must be factored into the monthly lease/rental rate for each piece of AED equipment. The City will not enter into a separate agreement with a leasing company, but will provide monthly payments to any one source (company) as authorized by the Contractor. 2.6. NON -APPROPRIATION OF FUNDS Page 27 of 38 Invitation for Bid (IFB) 448313,1 In the event no funds or insufficient fiords are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any particular or any project(s) will be awarded to any firm(s). 2.7. METHOD OF AWARD Award of this contract will be made to the lowest responsive, responsible bidder whose bid will be most advantageous to the City of Miami. 2.8. BIDDER'S MINIMUM QUALIFICATIONS Bids will be considered only from firms that are regularly engaged in the business of providing goods and/or services as described in this Bid; that have a record of performance for a reasonable period of time; and that have sufficient financial support, equipment and organization to insure that they can satisfactorily provide the goods and/or services if awarded a Contract under the terms and conditions herein stated. Bidder shall: (1) Not have any member, officer, or stockholder that is in arrears or is in default of any debt or contract involving the City, is a defaulter surety otherwise, upon any obligation to the City, and/or has failed to perform faithfully on any previous contract with the City. (2) Have no record of pending lawsuits or criminal activities, and have never been declared bankrupt. (3) Be one of the following: a. A manufacturer or a manufacturer's branch office. b. A manufacturer's distributor (certified in writing by an authorized agent of the manufacturer). c. A manufacturer or distributor authorized dealer/representative (certified in writing by an authorized agent of the manufacturer/distributor). BIDDER'S FAILURE TO MEET/COMPLY WITH THE ABOVE LISTED MINIMUM QUALIFICATIONS AT TIME OF BID MAY DEEM BIDDER AS NON -RESPONSIVE. 2.9. PRICING Pricing established herein shall prevail for the term of the contract. Lease/rental rates shall be fixed and firm for the term of the agreement. 2.10. TRADE-INS As part of the bid response, bidders shall indicate the purchase price for the LifePak 12 Biphasic Defibrillators listed in Section 3 of this IFB. Trade-in equipment is represented by the City "as -is" and expresses no warranty as to its condition. The City shall have the right to decide how to receive/utilize the trade-in purchase amount, whether it be in the form of a credit towards the monthy lease of the AED equipment in this bid, purchase of items under Balance of Line of this contract, and/or towards the end -of -lease purchase amount. Equipment for trade-in shall be piciced up by the contractor at the point indicated by the Contract Administrator/Designee and shall be removed at contractor's Page 28 of 38 Invitation for Bid (IFB) 448313,1 expense. 2.11. DELIVERY Vendors shall specify the estimated delivery time (in calendar days) for each item. The delivery time should be your best estimate, as orders will be placed based on that information. Delivery times may be extended for a specified period when the cause of delay is beyond the control of the contractor, provided that notice of impending delay is given to the Contract Administrator / Designee, immediately upon knowledge. 2.12. BALANCE OF LINE While the City has listed all major items on the bid solicitation, which are utilized by the Fire -Rescue Department in conjunction with its operations, there may be ancillary goods/services that must be purchased by the City during the term of this contract. For this reason, bidders are requested to quote the percentage discount that will be offered to the City for items, which do not appear on this bid solicitation. This discount shall be offered for all goods/services listed in the bidder's published price list or catalog. The most recently published price list or catalog shall serve as the basis for establishing the retail price to be discounted. Bidder shall submit,at time of bid, published price List/catalog, or other verifiable pricing source(s) for the goods/services offered under the Balance of Line. 2.13. INSURANCE REQUIREMENTS INDEMNIFICATION Bidder 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 bidder's performance under the provisions of the contract, including all acts or omissions to act on the part of bidder, including any person performing under this Contract for or on bidder'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 bidder shall furnish to City of Miami, c/o Procurement 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 A. Limits of Liability: Bodily Injury and Property Damage Liability Each Occurrence: $1,000,000 General Aggregate Limit: $2,000,000 Personal and Adv. Injury: $1,000,000 Products/Completed Operations: $1,000,000 Page 29 of 38 Invitation for Bid (IFB) 448313,1 B. Endorsements Required: City of Miami included as an Additional Insured Employees included as insured Contractual Liability Primary & non-contributory, contingent and contractual exposures, and explosion, collapse & underground hazards. II. Business Automobile Liability A. Limits of Liability: Bodily Injury and Property Damage Liability; Combined Single Limit; Owned/Scheduled Autos; Including Hired, Borrowed or Non -Owned Autos Any One Accident: $ 1,000,000 B. Endorsements Required: City of Miami included as an Additional Insured III. Worker's Compensation A. Limits of Liability: Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability A. Limits of Liability: $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. 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 bidder. 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 Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. NOTE: CITY BID NUMBER AND/OR TITLE OF BID MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the bidder of his 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 Bidder 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 Page 30 of 38 Invitation for Bid (IFB) 448313,1 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 Invitation To Bid. (2) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from the Bidder in conjunction with the General and Special Terms and Conditions of the Bid. The Bidder 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 terns that may be granted to the Bidder, 2.14. INVOICES AND METHOD OF PAYMENT Payment shall be made monthly upon submission of properly certified invoices to the City's Department of Finance / Accounts Payable Division. Invoices may be submitted via email to payables@miamigov.com, with a copy to the Contract Administrator/Designee. Invoices shall be sufficiently detailed and itemized so as to identify charges per the contract, equipment ID(s), its accessories, and corresponding Blanket Release / Purchase Order number. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment. Goods/services provided without the prior issuance of Blanket Release shall be considered UNAUTHORIZED, in accordance with General Terms and Conditions Section 1.85 of the IFB. 2.15. PACKING SLIP/DELIVERY TICKET TO ACCOMPANY ITEMS DURING DELIVERY The successful bidder shall enclose a complete packing slip or delivery ticket with any items to be delivered in conjunction with this bid solicitation. The packing slip shall be attached to the shipping carton(s) which contain the items and shall be made available to the City's authorized representative during delivery. The packing slip or delivery ticket shall include, at a minimum, the following inforniation: purchase order number; date of order; a complete listing of items being delivered; and back -order quantities and estimated delivery of back -orders if applicable. 2.16. MAINTENANCE, REPAIR SERVICES, AND TECHNICAL SUPPORT Maintenance and Repair Services shall be included in the monthly lease price and shall include labor and parts. These services shall include, but not be limited to: preventive maintenance, service calls, repairs, loaner equipment and no charge for replacement of broken/defective or worn parts. Services shall be provided by manufacturer trained support personnel. Bidder shall also provide technical hardware and software support through the duration of the term. This shall include, but not be limited to: 24x7 telephone support and web/internet support. 2.17. ADDITIONAL QUANTITIES Through the term of the contract, the City reserves the right to lease additional quantities of the AED equipment listed herein. Additonal quantities shall be leased at the same monthly rate. 2.18. ADDITIONS/DELETIONS OF ITEMS/PRODUCTS Page 31 of 38 Invitation for Bid (IFB) 448313,1 Although this Solicitation identifies specific items/products to be provided, it is hereby agreed and understood that any related item/products may be added/deleted to/from this contract at the option of the City. When an addition to the contract is required, the Successful Bidder(s) under this contract, and other suppliers, as deemed necessary, shall be invited to submit price quotes for these new items/products. If these quotes are comparable with market prices offered for similar items/products, the supplier(s), if applicable, and item(s) shall be added to the contract. An amendment and updated Blanket Purchase Agreement shall be issued by the City. The newly added items/products shall be ordered via a Blanket Release / Purchase Order. 2.19. PRE-BID/PRE-PROPOSAL CONFERENCE None 2.20. CONTRACT ADMINISTRATOR Upon award, contractor shall report and work directly with Lt. Olga Gomez, who shall be designated as the Contract Administrator. 2.21. TIE BIDS Whenever two or more Bids which are equal with respect to price, quality and service are received by the City for the procurement of commodities or contractual services, a Bid received from a business that certifies that is has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: (1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the action that will be taken against employees for violations of such prohibition. (2) Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in subsection (1). (4) In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. (5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. (6) Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. 2.22. MATERIALS SHALL BE NEW AND WARRANTED AGAINST DEFECTS Page 32 of 38 Invitation for Bid (IFB) 448313,1 The Bidder hereby acknowledges and agrees that all materials/products, except where recycled content is specifically requested, supplied by the Bidder in conjunction with this Bid shall be new, warranted for their merchantability, and fit for a particular purpose. In the event any of the materials/products supplied to the City by the Bidder are found to be defective or do not conform to specifications, the City reserves the right to cancel the order and return such materials/products to the Bidder to replace the materials/products at the Bidder's expense. 2.23. DAMAGE TO EQUIPMENT DURING LEASE The City shall be relieved from any liability or responsibility for property losses or damage claims associated with risks including: loss or damage to all leased Item(s) during the Lease Term, arising through normal use, wear and tear, mistake, simple negligence, heavy use and misuse , including the examples given below ; however, excepting only when such loss or damage is solely due to the grossly negligent and willful acts of the City. It is the responsibility of the Contractor to adequately insure all leased equipment against loss, damage or destruction . The equipment leased under this contract will be exposed to harsh working environments and will be dropped, exposed to fluid splashes, stored in high temperatures, etc. and exposed to rough handling (i.e. cables improperly disconnected/pulled). The latter shall not be considered as grossly negligent or willful acts causing damage to the equipment. In cases of damage due to grossly negligent and willful acts by the City during the lease term, the City shall provide the Contractor with pictures of the damage, a certified letter detailing the damage to the equipment dated within 5 business days of the damage of this nature and type, as determined by the using agency ( e.g. City Fire/ EMS) , occurring or being discovered, and shall pay the balance due on the leased item(s), less service and supplies, to the Contractor within 30 days of receiving an accurate invoice for the balance. An accurate invoice means the same as a proper invoice as defined by 218.72 , Florida Statutes, The Contractor shall remove the damaged equipment, at its own cost and expense, from the City's location within 10 business days of receiving the certified letter, 2.24. WARRANTY Equipment hereinafter specified shall be fully guaranteed by the Contractor against factory defects. Any defects may occur as the result of either faulty material or workmanship within the period of the manufacturer's standard warranty will be corrected by the Contractor without expense to the City of Miami. Bidders shall indicate the terms of the manufacturer's standard warranty, and any specially offered optional warranty available. The manufacturers warranties on items covered by this contract shall be considered, whereas successful bidder shall obtain warranty schedules and call upon manufacture for warranty claims. Bidders are requested to bid credits for those months where warranties are in effect reducing the scope of contract. 2.25. PRODUCT/CATALOG INFORMATION If product numbers shown in this bid are incorrect or obsolete, it is the responsibility of the vendor to update or advise the City of this problem. The City will issue an addendum to correct and update product numbers, when applicable. 2.26. PRODUCT SUBSTITUTES Page 33 of 38 Invitation for Bid (IFB) 448313,1 In the event a particular approved and awarded manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the authorized City representative, to supply a substitute product at the bid price or lower, provided that a sample is approved beforehand and that the new product meets or exceed all quality requirements. Contractor shall replace items purchased by the City which are of unacceptable quality or which are determined by the using department unserviceable for any reasons. Items covered by express warranty shall be governed by terms and conditions therein. 2.27. REFERENCES Each bidder must provide at least three (3) references in the Header / Attributes / Certifications Section of the Invitation for Bid. References must include the name of the agency/company, dates of contract, description of goods supplied, a contact person, telephone number, and e-mail address. Failure to provide at least three (3) references may deem bidder non -responsive. 2.28. SPECIFICATION EXCEPTIONS Specifications are based on the most current literature available. Bidder shall notify the City of Miami Purchasing Department, in writing, no less than ten (10) days prior to solicitation closing date of any change in the manufacturers' specifications which conflict with the specifications. For hard copy bid submittals, bidders must explain any deviation from the specifications in writing as a footnote on the applicable specification page and enclose a copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. For electronic bid submittals, bidders must explain in the Header Section or by an Attachment and, if applicable, enclose a scanned copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. Additionally, bidders must indicate any options requiring the addition of other options, as well as those which are included as a part of another option. Failure of bidders to comply with these provisions will result in bidders being held responsible for all costs required to bring the item(s) in compliance with contract specifications. 2.29. TERMINATION A. FOR DEFAULT If Contractor defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Contractor 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 Contractor was not in default or (2) the Contractor'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, upon 30 days prior written notice when it is in the best interests of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for the convenience by the City of Miami the Contractor 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. Page 34 of 38 Invitation for Bid (IFB) 448313,1 2.30. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your 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 bidder's/proposer's authorized signature affixed to the bidder's/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. 2.31. PRIMARY CLIENT (FIRST PRIORITY) The successful bidder(s)/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 successful bidder(s)/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. Page 35 of 38 Invitation for Bid (IFB) 448313,1 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK The City of Miami is providing prospective bidders with the opportunity to bid for the lease/rental of Automated External Defibrillators (AED) as specified below. The brand name specified below is the only brand name the City will accept. Substitutions are not allowed. I. EQUIPMENT TO LEASE Quantity 31 of the HeartStart MRx Monitor/Defibrillator, Mfr: Philips, Mfr. Item # M3536A, with the following configurations: (Quantity indicated in parenthesis and bolded) A23 - SpO2, NIBP and etCO2 pulse oximeter, non-invasive blood pressure and end tidal CO2; with adult re -usable fingertip transducer, adult blood pressure cuff and interconnect cable, and adult filter line (M1920A) (31) BO1 - Noninvasive Transcutaneous pacing (31) B02 - 12-lead ECG acquisition, with 10-wire trunk cable (M1663A), limb leads, chest leads (Standard leads: 989803176161 and 989803176171, 5/5 snap) (31) B06 - Bluetooth 12-lead transmission (31) B08 - Q-CPR with adhesive pads (31) B09 - Q-CPR Data Capture (31) CO3 - Data card 256MB external data card (31) C05 - Lithium Ion battery (31) C06 - AC Power Module (31) C21 - Black Soft Carry Case (Pads only, 989803172501) (31) DO1 - Wireless Link Generic Version (No default cellular carrier) (31) LP1 - Instructions for Use hard copy of the user instructions guide (31) M3508A - Hands -Free Pads Cable, HeartStart Connector (plug -style) (31) 861431-A03 (Software) Event Review Pro 4.X, Site Wide License (1) Page 36 of 38 Invitation for Bid (IFB) 448313,1 M3538A - Lithium Ion Battery Module (31) 989803135301 - 2-Bay Analyzer for HS LI-ION Batteries (7) 989803135331 - 4-Bay Analyzer for HS LI-ION Batteries (1) 861440 - A01 - HeartStart Telemedicine System, Classic 12-Lead Edit ion (12-Lead only), with Server Component and one Clinical Viewer (1) 861451 - A03 - Data Messenger, Site Wide License (1) 890416-B01 - A10 - Bench Repair (loaner equipment, repairs), per device per year (2 Years) (31) 890416-A08 - Performance Assurance (preventive maintenance, technical support), Optional Service in addition to Bench Repair (2 Years) (31) II. TRADE-IN EQUIPMENT As part of the bid response, bidders shall indicate the purchase price for the LifePak 12 Biphasic Defibrillators listed below. Trade-in equipment is represented by the City "as -is" and expresses no warranty as to its condition. PRODUCT PART # SERIAL # LIFEPAK 12 VLP12-02-005985 34641802 LIFEPAK 12 VLP12-02-005985 34641803 LIFEPAK 12 VLP12-02-005985 34641804 LIFEPAK 12 VLP12-02-005985 34641806 LIFEPAK 12 VLP12-02-005985 34641808 LIFEPAK 12 VLP12-02-005985 34641809 LIFEPAK 12 VLP12-02-005985 34641810 LIFEPAK 12 VLP12-02-005985 34641811 LIFEPAK 12 VLP12-02-005985 34641812 LIFEPAK 12 VLP12-02-005985 34641813 LIFEPAK 12 VLP12-02-005985 34641814 LIFEPAK 12 VLP12-02-005985 34641815 LIFEPAK 12 VLP12-02-005985 34641816 LIFEPAK 12 VLP12-02-005985 34641817 LIFEPAK 12 VLP12-02-005985 34641818 LIFEPAK 12 VLP12-02-005985 34641819 LIFEPAK 12 VLP12-02-005985 34642029 LIFEPAK 12 VLP12-02-005985 34642030 Page 37 of 38 Invitation for Bid (IFB) 448313,1 LIFEPAK 12 VLP12-02-005985 34642031 LIFEPAK 12 VLP12-02-005985 34642032 LIFEPAK 12 VLP12-02-005985 34642033 LIFEPAK 12 VLP12-02-005985 34642034 LIFEPAK 12 VLP12-02-005985 34642035 LIFEPAK 12 VLP12-02-005985 34645584 LIFEPAK 12 VLP12-02-005985 34645585 LIFEPAK 12 VLP12-02-005985 34645586 LIFEPAK 12 VLP12-02-005985 34646534 LIFEPAK 12 VLP12-02-001010 12433805 III. TRAINING Bidder will be required to provide training to the Department of Fire -Rescue on the operation and proper use of the Philips HeartStart MRx Monitor/Defibrillators. The Department of Fire -Rescue estimates 36 training sessions of 2.5 to 4 hours each, with 3 to 4 training instructors present at each session. Estimated time for completion of all training, after receipt of product, may be 9 to 10 days. Bidder shall coordinate these training sessions with the Contract Administrator / Designee. Page 38 of 38 it of Paint' PABLO R. VELEZ, ESQ,, CPPB DANIEL J. ALFONSO Interim Procurement Director City Manager James Wallace Philips Healthcare 3000 Minuteman Road Andover;. MA 01810 June13,2014- - SENT VIA EMAIL: James.watlace(a7rhillps.com RE: Request for Clarification - IFB 448313 Lease/Rent Philips Automated External Defibrillators Dear Mr. Wallace: The City of Miami Procurement Department -is currently evaluating the bid response submitted by Philips Healthcare in response to 1FB 448313 for the Lease/Rental of Philips Automated External Defibrillators. Our initial review has revealed that additional clarification is needed In order to determine If the bid is responsive to the requirements of the IFB. General Terms and Condition Section 1.35 of the IFB, states that Any exceptions to the General or„Special Conditions shall be cause for the bid (IF8) to be considered non -responsive." Your response; however, has taken exceptions to various General and Special Conditions of the iFB, Based on this requirement, the City cannot accept exceptions to the General or Special Conditions, but nevertheless your firm Is hereby given the opportunity to rescind these exceptions. Please indicate by checking below whether or not Philips Healthcare, agrees to rescind the exceptions noted In lts bid response, Failure to rescind these exceptions shall cause your bid submittal to be deemed non -responsive. YES X Dorma Aldrich, VP, Operation Mar- are esse�laar, Di ' '. Contracts Pr / , ' it tor Authorized Signa Date cial !ondition -ction 2.8., Bidder's Minimum Qualifications, reflects the following: (3) Be one of the following: a. A manufacturer or a manufacturer's branch office. b. A manufacturer's distributor (certified In writing by an authorized agent of the manufacturer). c, A manufacturer or distributor authorized dealer/representative (certified In writing by en authorized agent of the manufacturer/distributor). BIDDER'S FAILURE TO MEET/COMPLY WITH THE ABOVE LISTED MINIMUM QUALIFICATIONS AT TIME OP BID MAY DEEM BIDDER AS NON -RESPONSIVE. Philips Healthcare's bld response. failed to provide proof of compliance with the above stated requirements. At this time, in an effort to comply with this requirement, please submit manufacturer certification demonstrating that Philips Healthcare Is a manufacturer OR manufacturer authorized distributor/reselier of the products bid. Special Condition Section 2.30, Additional Terms and Conditions, reflects the following: 2.30. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your 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• tcl this solicitation. If submitted either purposely, through Intent or design, or Inadvertently, appearing separately In transmittal letters, specifications, literature, price lists or warrantless it is understood June 13, 2014 Page 2 Bid No. 448313 and agreed that the General Conditions and Special Conditions in this S;&1ciatJon are the only conditions applicable to this solicitation and that the bldder's/proposer's autlhorized signature affixed to the bldder's/proposer's acknowledgment form attests -to this.. f...) •r While the City appreciates the same pricing of your existing contract as cited t1A1 your response, per the above stated section of the IFB, the.Clty cannot accept (under this competitive solicitation), any other terms and conditions aside —frorn those spe`ciflei9 fn'tfie"1F8: " '" ' "' Accordingly, at this time, we kindly request that you acknowledge and accept tie following: Philips Healthcare hereby acknowledges and accepts that the only terms and conditions applicable to this competitive solicitation are those specified in the General Conditions a peclal Condit]. , don for id IFB) 448313. Donna Aldrich, VP, Operations Margaret Messelaa , Dir. Comm, Contracts Print Name Title General Terms and Condition Section 1.60.E. PREPARATION OF RESPph15BS (HARDCOPY FORMAT), states, "Ail. responses, as described; must be fully completed and typed or printed in link end 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.' Accordingly, it Is necessary that you fill out and sign ths' attached CertlticatION Statement (pages 2 through 3 of the IFB Document). Based on the financial structure provided in your response, the City Is seeking confirmation of the following: 1.. Lease rate for 24 months without a buyout option: 817,804,65/month (W>tih option to purchase at the end of the lease for Fair Market Vatbe, at a value not to exceed $160,000.00) 2. Lease rate for 24 months with a buyout option where the City takes own erehip of equipment at the end of the lease: $23,016.30/month. 3. Outright purchase of all 31 AED monitors: $527,338.03 (See Philips quotation 23004351341n IFB subnilssion) 4. Maintenance and Repair Services to Include labor and parts, is not induelo4 In the monthly lease rate, and will be at the following additional cost a initial-8-year service plan per unit: $273/vear per unit/year for preventative maintenance service for six (6) years beginning at delivery b, & Rti ;�11R ear service plan per unit: $439.14ivear per unit per year after the first two(2) years of warranty. Philipsr-1ealthc5re hereby confirms that the above pricings correct andI ace rdance with its bid submittal. DonnaAldrich,,,VP, Operations Margaret Messelaar, Dir•. Comm.Oontracts Print Name Title fit,✓ e rgriat ire : 7 mar DRe Additionally, .Section 2.5. FINANCE — LEASEiRENTAL, states, "Prier to or et the end of the two (2) year term, the City reserves the right to purchase the AED equipment furnished under this ray Accordingly, please provide an amortization schedule for a buyout option at anytime during the 24 month lessee period. Please respond to this request via email or fax to the attention of Tahlla Grey, at toravc miamleov.com, fax at 308- 400-5019t,by no later than Wednesday, June 18, 2014 at 4:00 P.M. Fallttro to respond by the stipulated date and time may deem your bid non -responsive, In accordance with IFB General Terms and Conditions Section 1.28. Thank you for your cooperation. PV:tg at;: Bid Ms Slnc ref Pablo R. Velez Esq., CUB Interim Procurement Director i f Certification Statement Please quote on this form, if applicable, n•ot 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 rninirnum of 180 days following the time set for closing of the submissions. In the event of errors in extension of tmtals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your sollicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATZOJN, 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 wittout 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' Philips Healthcare ADDRESS' 3000 Minuteman Rd MS 400, Andover,MA 01810 PHONE: 800-225-0230 FAX: EMAIL: BEEPER; SIGNED BY ...''� r ✓� `-':.r- . 1'1TLE 7ATE' FA1LURF TO COMPLETE. SIGN, AM ETJ JRN THIS FORE( SHALL DISOUALL'FY THIS BID. Page 2 of 38 Certifications Legal Name of Firm: Philips Healthcare, a division of Philips Electronics North America Corporation Entity Type; Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: 1986 Office Address, including City, State, and Zip Code: 3000 Minuteman Rd. MS 400, Andover, MA 01810 Full Name of Bidder's Representative, including Telephone Number, Fax Number, and Email Address: James Wallace ; 716-534-6776; Fax 855-300-2843; email james.wallacephilips.com Business Tax Receipt / Occupational License Number, Issuing Agency, and and Expiration Date: 78-8012288933-1 (State of Florida) Please list and acknowledge all addendumladdenda received. List the addendum/addenda number and date of receipt (Le, Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1, May 28, 2014 If Bidder has a Local Office, as defined under Chapter 18/Articlle 1I1, Section 18-73 of the City Code, has Bidder filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Not a local office Reference No, 1: Name of Company/Agency for which bidderJs currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Pinellas County EMS (MRx & Supplies Customer i Reference No. 1: Address, City, State, and Zip for above reference company/agency listed: 12490 Ulmerton Rd., Largo FL 33774 Reference No. 1: Name of Contact Person, Telephone Number, and E-Mail, Address for above reference no. 1 David Hudack dhucak@co.pinellas.fi.us 727-582-5756 Reference No. 1: Date of Contract or Sale for above reference no. 1 Page 3 of 38 Feb 2010 Reference No. 2: Narne of Company/Agency for which bidder is currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Polk County Fire Rescue (MRx and AED Customer) Reference No. 2: Address, City, State, and Zip for above reference company/agency listed: 2472 Glower Lane, Bartow FL, 33830 Reference No. 2: Name of Contact Person, Telephone Number, and E-Mail Address for above reference no. 2 John Wheeler, johnwheeler@polkfl.com 863-512-9889 Reference No. 2: Date of Contract or Sale for above reference no. 2 Aug 2011 Reference No. 3: Name of Company/Agency for which bidder is currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Manatee County ENS (MRx customer) Reference No. 3: Address, City, State, and Zip for above reference company/agency listed: 2101 47th Terr East, Brandenton FL 34203 Reference No. 3: Name of Contact Person, Telephone Number, and E-Mail Address for above reference no. 3 Brian Boren bryan.Boren@mymanatee.org mymanatee.org Reference No. 3: Date of Contract or Sale for above reference no. 3 May 2008 Please indicate the Balance of fine Percentage Discount (Per Special Condition,Section 2.12 of the IFB) : Trade -In Amount. Please indicate the purchase price for the LifePak 12 Biphasic Defibrillators listed in Section 3 of this IFB (per Section 2.10 of the IFB): Trade in allowance for 27 units as defined in the IFB $13,750.82 (Quotation 2300435134) Page 4 of 38 AMORTIZATION SCHEDULE - Normal Amortization 6/17/2014 9:53 AM Page 1 Date Payment Interest Principal Balance Loan 7/1/2014 1 7/1/2014 2 8/1/2014 3 9/1/2014 4 10/1/2014 5 11/1/2014 6 12/1/2014 2014 Totals 7 8 9 10 11 12 13 14 15 1/1/2015 2/1/2015 3/1/2015 4/1/2015 5/1/2015 6/1/2015 7/1/2015 8/1/2015 9/1/2015 16 10/1/2015 17 11/1/2015 18 12/1/2015 2015 Totals 19 20 21 22 23 24 2016 Totals Grand Totals 1/1/2016 2/1/2016 3/1/2016 4/1/2016 5/1/2016 6/1/2016 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 138,091.74 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 276,183.48 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 23,015.29 138,091.74 0.00 2,055.12 1,969.70 1,883.94 1,797.83 1,711.37 527,338.001 23,015.29 504,322.71 20,960.17 483,362.54 21,045.59 462,316.95 21,131.35 441,185.60 21,217.46 419,968.14 21,303.92 398,664.22 9,417.96 128,673.78 1,624.56 1,537.39 1,449.87 1,361.99 1,273.75 1,185.15 1,096.20 1,006.88 917.19 827.14 736.73 645.94 21,390.73 21,477.90 21,565.42 21,653.30 21,741.54 21,830.14 21,919.09 22,008.41 22,098.10 22,188.15 22,278.56 22,369.35 13,662.79 262,520.69 554.78 22,460.51 463.26 22,552:03 371.36 22,643.93 279.08 22,736.21 186.43 22,828.86 93.30 22,921.99 1,948.21 136,143.53 552,366.96 25,028.96 527,338.00 Last interest amount decreased by 0.11 due to rounding. 377,273.49 355,795.59 334,230.17 312,576.87 290,835.33 269,005.19 247,086.10 225,077.69 202,979.59 180,791.44 158,512.88 136,143.53 113,683.02 91,130.99 68,487.06 45,750.85 22,921.99 0.00 Contacts James Wallace Account Manager 716 534-6776 james.wallace@philips.com Philips Healthcare 3000 Minuteman Road Andover, MA 01810 PHILIPS Table of Contents Section 1 Response to Invitation For Bid Section 2 Quotation Section 3 Supplemental Information PHILIPS Section 1 Response to Invitation to Bid PHILIPS PABLO R. VELEZ, ESQ, CPPB DANIEL J. ALFONSO Interim Chief Procurement Officer City Manger ADDENDUM NO. 1 IFB No. 448313 May 28, 2014 Invitation For Bid (IFB) to Lease/Rent Philips Automated External Defibrillators (AED), TO: -.—ALL PROSPECTIVE -BIDDERS: The following changes, additions, clarifications, and deletions amend the solicitation documents of the above captioned IFB, and shall become an integral part of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. THE BID CLOSING DATE AND TIME FOR THIS SOLICITATION HAS BEEN CHANGED AS FOLLOWS: IFB CLOSING DATE/TIME: 615120 4 at 2:00 PM 6/9/2014 at 2:00 PM THE BUYER FOR THIS IFB HAS BEEN CHANGED AS FOLLOWS: MR. YUSBEL GONZALEZ; ygenzaiez@miatnigov.com MS. TAHLIA GRAY; tgray@miamigov.com ANSWERS TO QUESTIONS SUBMITTED BY PROSPECTIVE BIDDERS: Q. 1 A. 1 As a governmental entity, the City of Miami is eligible to utilize tax exempt lease purchase financing to acquire the equipment contemplated under this solicitation. Bidder would like to offer this type of financing, due to the low interest rates available. This type of financing is governed by regulations and provisions of the Internal Revenue Code. In order to allow for compliance with these federal tax law requirements, a separate and distinct financing agreement is required. Special Term and Condition Section 2.5 of the IFB contains language which appears to conflict with this type of arrangement. Would the City of Miami consider entering into a financing agreement which contains the necessary terms and condition in order to allow the benefit of tax exempt financing? No. The City will not enter into a separate financing agreement for the lease of the equipment in this IFB. Special Term and Condition Section 2.5 of the IFB states: "`...J All lease or rental arrangements will be the responsibility of the Contractor and any interest costs incurred, including any required insurance premiums, taxes or other expenses must be factored into the monthly lease/rental rate for each piece of AED equipment. The City will not enter into a separate agreement with a leasing company, but will provide monthly payments to any one source (company) as authorized by the Contractor." Page 1 C Furthermore, Special Term and Condition Section 2.4 of the IFB indicates what documents will constitute the entire agreement between the City of Miami and the lowest responsive and responsible bidder: The City shall order equipment and enter into individual lease/rental agreements forAEDs by issuance of Blanket Releases/Purchase Orders referencing this IFB. The terms and conditions contained in the IFB, the bid response submitted by the lowest responsive and responsible bidder (and accepted by the City), any addenda/amendments issued, and the City's Blanket Release or Purchase Order will constitute the entire agreement. A manufacturer, distributor., local dealer, and/or leasing agency lease/rental agreement will not be used. Furthermore, this contract cannot be sold or otherwise transferred to another individual, company or entity without the expressed written consent of the proper authorities of the City of Miami, Florida. ALL OTHER TERMS AND CONDITIONS OF THE IFS REMAIN THE SAME. PV:yg Cc: Bid File Sincerely, Pablo R. Velez, Esq, CPPB Interim Director/Chief ProcuremnaOfficer Page 2 Invitation for Bid (IFB) 448313 Table of Contents Terms and Conditions 2 1. General Conditions 2 1.1. GENERAL TERMS AND CONDITIONS 2 2. Special Conditions 22 2.1. PURPOSE 22 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 22 2.3. TERM OF CONTRACT 22 2.4. WRITTEN AGREEMENT 22 2.5. FINANCE - LEASE/RENTAL 22 2.6. NON -APPROPRIATION OF FUNDS 22 2.7. METHOD OF AWARD 23 2.8. BIDDER'S MINIMUM QUALIFICATIONS 23 2.9. PRICING 23 2.10. TRADE-INS 23 2.11. DELIVERY 24 2.12. BALANCE OF LINE 24 2.13. INSURANCE REQUIREMENTS 24 2.14. INVOICES AND METHOD OF PAYMENT 26 2.15. PACKING SLIP/DELIVERY TICKET TO ACCOMPANY ITEMS DURING DELIVERY 26 2.16. MAINTENANCE, REPAIR SERVICES, AND 'TECHNICAL SUPPORT 26 2.17. ADDITIONAL QUANTIFIES 26 2.18. ADDITIONS/DELETIONS OF ITEMS/PRODUCTS 26 2.19. PRE-BID/PRE-PROPOSAL CONFERENCE 27 2.20. CONTRACT ADMINISTRATOR 27 2.21. 'I'Ih, BIDS 27 2.22. MATERIALS SHALL BE NEW AND WARRANTED AGAINST DEFECTS 27 2.23. DAMAGE TO EQUIPMENT DURING LEASE 28 2.24. WARRANTY 28 2.25. PRODUCT/CATALOG INFORMATION 28 2.26. PRODUCT SUBSTITUTES 28 2.27. REFERENCES 29 2.28. SPECIFICATION EXCEPTIONS 29 2.29. TERMINATION 29 2.30. ADDITIONAL TERMS AND CONDITIONS 30 2.31. PRIMARY CLIENT (FIRST PRIORITY) 30 3. Specifications 31 3.1. SPECIFICATIONS/SCOPE OF WORK 31 Page 1 of 33 Invitation for Bid (IFB) 448313 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 retum 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 MAY BE CONSIDERED - The City may consider one (1) alternate response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the formal solicitation requirements. In order for the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate Response". Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with 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 Page 2 of 33 Invitation for Bid (IFB) 448313 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 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, when permissible by federal, state, and local laws, rules, and regulations. 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 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 Page 3 of 33 Invitation for Bid (IFB) 448313 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 ot; any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local 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 Page 4 of 33 C Invitation for Bid (IFB) 448313 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. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, 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 professional staff 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: 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 Page 5 of 33 Invitation for Bid (IFB) 448313 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. 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. B. 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. 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 shall be borne by the B id der(s)/Pro poser(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: Page 6 of 33 Invitation for Bid (IFB) 448313 (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 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. Page 7 of 33 Invitation for Bid (IFB) 448313 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 assignrent 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 become due on this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non -responsive. 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. Page 8 of 33 Invitation for Bid (IFB) 448313 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES A. Rejection of Responses The City may reject a Response for any of the following reasons: 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder/Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the 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 and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the 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 Page 9 of 33 Invitation for Bid (NB) 448313 the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. Page 10 of 33 Invitation for Bid (IFB) 448313 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 employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee 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 (I1HI) 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. Page 11 of 33 Invitation for Bid (IFB) 448313 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, 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. 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. Page 12 of 33 Invitation for Bid (IFB) 448313 1.45. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1.46. 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). 1.47. 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. 1.48. 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. 1.49. 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. 1.50. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.51. 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 Page 13 of 33 Invitation for Bid (IFB) 448313 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 retumed 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. 1.52. 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 againstany person on the basisof race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.53. 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. 1.54. 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. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.55. 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. 1.56. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 1.57. 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. Page 14 of 33 Invitation for Bid (IFB) 448313 1.58. 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. 1.59. 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. 1.60. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.61. 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. 1.62. 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 fmal acceptance by the City, whichever is later. Page 15 of 33 Invitation for Bid (IFB) 448313 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. 1.63. 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. 1.64. 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. 1.65. 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 Page 16 of 33 Invitation for Bid (IFB) 448313 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.66. 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. 1.67. 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. 1.68. 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. 1.69. 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. 1.70. RESOLUTION OF CONTRACT DISPUTE'S (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 fmal 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. 1.71. 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 Page 17 of 33 Invitation for Bid (IFB) 448313 Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's 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 (0. 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. Page 18 of 33 Invitation for Bid (1FB) 448313 (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $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. 1.72. 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. 1.73. 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. 1.74. 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. 1.75. 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. 1.76. 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, REP, Page 19 of 33 Invitation for Bid (IFB) 448313 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. 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. 1.77. 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. 1.78. 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. Page 20 of 33 Invitation for Bid (IFB) 448313 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. 1.79. 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 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. 1.80. 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. 1.81. 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. 1.82.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. 1.83. 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. 1.84. 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. 1.85. 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 21 of 33 Invitation for Bid (IFB) 448313 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for the lease/rental of Automated External Defibrillators, 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: Yusbel Gonzalez; fax: (305) 400-5104 or email: ygonzalez@ci.miami.fl.us. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Tuesday, May 27, 2014 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 CONTRACT The Contract shall commence upon the date of notice of award and shall be effective for two (2) years with no annual renewal options. 2.4. WRITTEN AGREEMENT The City shall order equipment and enter into individual lease/rental agreements for AEDs by issuance of Blanket Releases/Purchase Orders referencing this IFB. The terms and conditions contained in the IFB, the bid response submitted by the lowest responsive and responsible bidder (and accepted by the City), any addenda/amendments issued, and the City's Blanket Release or Purchase Order will constitute the entire agreement. A manufacturer, distributor, local dealer, and/or leasing agency lease/rental agreement will not be used. Furthermore, this contract cannot be sold or otherwise transferred to another individual, company or entity without the expressed written consent of the proper authorities of the City of Miami, Florida. 2.5. FINANCE - LEASE/RENTAL For the purposes of this contract, the terms "lease" and "rental" will be used interchangeably. Prior to or at the end of the two (2) year term, the City reserves the right to purchase the AED equipment furnished under this IFB. Bidder shall indicate, in the corresonding lines of this IFB, the outright purchase price of the AED equipment. Bidder shall not penalize the City should it opt to purchase this equipment prior to the expiration of the two (2) year lease. All lease or rental arrangements will be the responsibility of the Contractor and any interest costs incurred, including any required insurance premiums, taxes or other expenses must be factored into the monthly lease/rental rate for each piece of AED equipment. The City will not enter into a separate agreement with a leasing company, but will provide monthly payments to any one source (company) as authorized by the Contractor. Page 22 of 33 Invitation for Bid (IFB) 448313 2.6. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any particular or any project(s) will be awarded to any firm(s). 2.7. METHOD OF AWARD Award of this contract will be made to the lowest responsive, responsible bidder whose bid will be most advantageous to the City of Miami. 2.8. BIDDER'S MINIMUM QUALIFICATIONS Bids will be considered only from firms that are regularly engaged in the business of providing goods and/or services as described in this Bid; that have a record of performance for a reasonable period of time; and that have sufficient financial support, equipment and organization to insure that they can satisfactorily provide the goods and/or services if awarded a Contract under the terms and conditions herein stated. Bidder shall: (1) Not have any member, officer, or stockholder that is in arrears or is in default of any debt or contract involving the City, is a defaulter surety otherwise, upon any obligation to the City, and/or has failed to perform faithfully on any previous contract with the City. (2) Have no record of pending lawsuits or criminal activities, and have never been declared bankrupt. (3) Be one of the following: a. A manufacturer or a manufacturer's branch office. b. A manufacturer's distributor (certified in writing by an authorized agent of the manufacturer). c. A manufacturer or distributor authorized dealer/representative (certified in writing by an authorized agent of the manufacturer/distributor). BIDDER'S FAILURE TO MEET/COMPLY WITH THE ABOVE LISTED MINIMUM QUALIFICATIONS AT TIME OF BID MAY DEEM BIDDER AS NON -RESPONSIVE. 2.9. PRICING Pricing established herein shall prevail for the term of the contract. Lease/rental rates shall be fixed and firm for the term of the agreement. 2.10. TRADE-INS As part of the bid response, bidders shall indicate the purchase price for the LifePak 12 Biphasic listed in Section 3 of this IFB. Trade-in equipment is represented by the City "as -is" and expresses no warranty as to its condition. The City shall have the right to decide how to receive/utilize the trade-in purchase amount, whether it be in the form of a credit towards the monthy lease of the AED equipment in this bid, purchase of items under Balance of Line of this contract, and/or towards the end -of -lease purchase amount. Equipment for trade-in shall be picked up by the contractor at the point indicated by the Contract Administrator/Designee and shall be removed at contractor's expense. Page 23 of 33 Invitation for Bid (IFB) 448313 2.11. DELIVERY Vendors shall specify the estimated delivery time (in calendar days) for each item. The delivery time should be your best estimate, as orders will be placed based on that information. Delivery times may be extended for a specified period when the cause of delay is beyond the control of the contractor, provided that notice of impending delay is given to the Contract Administrator / Designee, immediately upon knowledge. 2.12. BALANCE OF LINE While the City has listed all major items on the bid solicitation, which are utilized by the Fire -Rescue Department in conjunction with its operations, there may be ancillary goods/services that must be purchased by the City during the term of this contract. For this reason, bidders are requested to quote the percentage discount that will be offered to the City for items, which do not appear on this bid solicitation. This discount shall be offered for all goods/services listed in the bidder's published price list or catalog. The most recently published price list or catalog shall serve as the basis for establishing the retail price to be discounted. Bidder shall submit,at time of bid, published price list/catalog, or other verifiable pricing source(s) for the goods/services offered under the Balance of Line. 2.13. INSURANCE REQUIREMENTS This term seems to be erroneous. Indemnification terms are shown in section 1.42 INDEMNIFICATION Bidder 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 bidder's performance under the provisions of the contract, including all acts or omissions to act on the part of bidder, including any person performing under this Contract for or on bidder'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 bidder shall furnish to City of Miami, c/o Procurement 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 A. Limits of Liability: Bodily Injury and Property Damage Liability Each Occurrence: $1,000,000 General Aggregate Limit: $2,000,000 Personal and Adv. Injury: $1,000,000 Products/Completed Operations: $1,000,000 Page 24 of 33 Invitation for Bid (IFB) 448313 B. Endorsements Required: City of Miami included as an Additional Insured Employees included as insured Contractual Liability Primary & non-contributory, contingent and contractual exposures, and explosion, collapse & underground hazards. II. Business Automobile Liability A. Limits of Liability: Bodily Injury and Property Damage Liability; Combined Single Limit; Owned/Scheduled Autos; Including Hired, Borrowed or Non -Owned Autos Any One Accident: $ 1,000,000 B. Endorsements Required: City of Miami included as an Additional Insured III. Worker's Compensation A. Limits of Liability: Statutory -State of Florida Waiver of Subrogation IV. EmpIoyer's Liability A. Limits of Liability:. $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. 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 bidder. 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 Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. NOTE: CITY BID NUMBER AND/OR TITLE OF BID MUST APPEAR ON EACH CERTIFICA 1'h. Compliance with the foregoing requirements shall not relieve the bidder of his 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 Bidder 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 Page 25 of 33 Invitation for Bid (IFB) 448313 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 Invitation To Bid. (2) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from the Bidder in conjunction with the General and Special Terms and Conditions of the Bid. The Bidder 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 Bidder. 2.14. INVOICES AND METHOD OF PAYMENT Payment shall be made monthly upon submission of properly certified invoices to the City's Department of Finance / Accounts Payable Division. Invoices may be submitted via email to payables@miamigov.com, with a copy to the Contract Administrator/Designee. Invoices shall be sufficiently detailed and itemized so as to identify charges per the contract, equipment ID(s), its accessories, and corresponding Blanket Release / Purchase Order number. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment. Goods/services provided without the prior issuance of Blanket Release shall be considered UNAUTHORIZED, in accordance with General Terms and Conditions Section 1.85 of the IFB. 2.15. PACKING SLIP/DELIVERY TICKET TO ACCOMPANY ITEMS DURING DELIVERY The successful bidder shall enclose a complete packing slip or delivery ticket with any items to be delivered in conjunction with this bid solicitation. The packing slip shall be attached to the shipping carton(s) which contain the items and shall be made available to the City's authorized representative during delivery. The packing slip or delivery ticket shall include, at a minimum, the following information: purchase order number; date of order; a complete listing of items being delivered; and back -order quantities and estimated delivery of back -orders if applicable. 2.16. MAINTENANCE, REPAIR SERVICES, AND TECHNICAL SUPPORT Maintenance and Repair Services shall be included in the monthlylease price and shall include labor and parts. These services shall include, but not be limited to: preventive maintenance, service calls, repairs, loaner equipment and no charge for replacement of broken/defective or worn parts. Services shall be provided by manufacturer trained support personnel. Bidder shall also provide technical hardware and software support through the duration of the term. This shall include, but not be limited to: 24x7 telephone support and web/intemet support. 2.17. ADDITIONAL QUANTITIES Through the term of the contract, the City reserves the right to lease additional quantities of the AED equipment listed herein. Additonal quantities shall be leased at the same monthly rate. Page 26 of 33 c Invitation for Bid (IFB) 448313 2.18. ADDITIONS/DELETIONS OF ITEMS/PRODUCTS Although this Solicitation identifies specific items/products to be provided, it is hereby agreed and understood that any related item/products may be added/deleted to/from this contract at the option of the City. When an addition to the contract is required, the Successful Bidder(s) under this contract, and other suppliers, as deemed necessary, shall be invited to submit price quotes for these new items/products. If these quotes are comparable with market prices offered for similar items/products, the supplier(s), if applicable, and item(s) shall be added to the contract. An amendment and updated Blanket Purchase Agreement shall be issued by the City. The newly added items/products shall be ordered via a Blanket Release /Purchase Order. 2.19. PRE-BID/PRE-PROPOSAL CONFERENCE None 2.20. CONTRACT ADMINISTRATOR ' Upon award, contractor shall report and work directly with Lt. Olga Gomez, who shall be designated as the Contract Administrator. 2.21. TIE BIDS Whenever two or more Bids which are equal with respect to price, quality and service are received by the City for the procurement of commodities or contractual services, a Bid received from a business that certifies that is has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: (1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the action that will be taken against employees for violations of such prohibition. (2) Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in subsection (1). (4) In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. (5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. (6) Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. 2.22. MATERIALS SHALL BE NEW AND WARRANTED AGAINST DEFECTS The Bidder hereby acknowledges and agrees that all materials/products, except where recycled content is specifically requested, supplied by the Bidder in conjunction with this Bid shall be new, warranted for their Page 27 of 33 Invitation for Bid (IFB) 448313 merchantability, and fit for a particular purpose. In the event any of the materials/products supplied to the City by the Bidder are found to be defective or do not conform to specifications, the City reserves the right to cancel the order and return such materials/products to the Bidder to replace the materials/products at the Bidder's expense. 2.23. DAMAGE TO EQUIPMENT DURING LEASE The City shall be relieved from any liability or responsibility for property losses or damage claims associated with risks including: loss or damage to all leased Item(s) during the Lease Term, arising through normal use, wear and tear, mistake, simple negligence, heavy use and misuse , including the examples given below ; however, excepting only when such loss or damage is solely due to the grossly negligent and willful acts of the City. It is the responsibility of the Contractor to adequately insure all leased equipment against loss, damage or destruction . The equipment leased under this contract will be exposed to harsh working environments and will be dropped, exposed to fluid splashes, stored in high temperatures, etc. and exposed to rough handling (i.e. cables improperly disconnected/pulled). The latter shall not be considered as grossly negligent or willful acts causing damage to the equipment. In cases of damage due to grossly negligent and willful acts by the City during the lease term, the City shall provide the Contractor with pictures of the damage, a certified letter detailing the damage to the equipment dated within 5 business days of the damage of this nature and type, as determined by the using agency ( e.g. City Fire/ EMS) , occurring or being discovered, and shall pay the balance due on the leased item(s), less service and supplies, to the Contractor within 30 days of receiving an accurate invoice for the balance. An accurate invoice means the same as a proper invoice as defined by 218.72 , Florida Statutes, The Contractor shall remove the damaged equipment, at its own cost and expense, from the City's location within 10 business days of receiving the certified letter. 2.24. WARRANTY Equipment hereinafter specified shall be fully guaranteed by the Contractor against factory defects. Any defects may occur as the result of either faulty material or workmanship within the period of the manufacturer's standard warranty will be corrected by the Contractor without expense to the City of Miami. Bidders shall indicate the terms of the manufacturer's standard warranty, and any specially offered optional warranty available. The manufacturers warranties on items covered by this contract shall be considered, whereas successful bidder shall obtain warranty schedules and call upon manufacture for warranty claims. Bidders are requested to bid credits for those months where warranties are in effect reducing the scope of contract. 2.25. PRODUCT/CATALOG INFORMATION If product numbers shown in this bid are incorrect or obsolete, it is the responsibility of the vendor to update or advise the City of this problem. The City will issue an addendum to correct and update product numbers, when applicable. 2.26. PRODUCT SUBSTITUTES In the event a particular approved and awarded manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the authorized City representative, to supply a substitute product at the bid price or lower, provided that a sample is approved beforehand and that the new product meets or exceed all quality requirements. Contractor shall replace items purchased by the City which are of unacceptable quality or which are determined by the using department unserviceable for any reasons. Items covered by express warranty shall be govemed by terms and conditions therein. Page 28 of 33 Invitation for Bid (IFB) 448313 2.27. REFERENCES Each bidder must provide at least three (3) references in the Header / Attributes / Certifications Section of the Invitation for Bid. References must include the name of the agency/company, dates of contract, description of goods supplied, a contact person, telephone number, and e-mail address. Failure to provide at least three (3) references may deem bidder non -responsive. Pinellas County EMS David Hudak dhudak@co.pinellas.fl.us (727) 582-5756 12490 Ulmerton Road Largo, Florida 33774 Polk County Fire Rescue John Wheeler johnwheeler@polkfl.com (863) 512-9889 2472 Clower Lane Bartow, FL 33830 Manatee County EMS Bryan Boren bryan.boren@mymanatee.org 2101 47th Terr. East Bradenton, FL 34203 2.28. SPECIFICATION EXCEPTIONS Specifications are based on the most current literature available. Bidder shall notify the City of Miami Purchasing Department, in writing, no less than ten(10) days prior to solicitation closing date of any change in the manufacturers' specifications which conflict with the specifications. For hard copy bid submittals, bidders must explain any deviation from the specifications in writing as a footnote on the applicable specification page and enclose a copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. For electronic bid submittals, bidders must explain in the Header Section or by an Attachment and, if applicable, enclose a scanned copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. Additionally, bidders must indicate any options requiring the addition of other options, as well as those which are included as a part of another option. Failure of bidders to comply with these provisions will result in bidders being held responsible for all costs required to bring the item(s) in compliance with contract specifications. 2.29. TERMINATION A. FOR DEFAULT If Contractor defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Contractor 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 Contractor Page 29 of 33 Invitation for Bid (IFB) 448313 was not in default or (2) the Contractor'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, upon 30 days prior written notice when it is in the best interests of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for the convenience by the City of Miami the Contractor 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. 2.30. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your 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 bidder's/proposer's authorized signature affixed to the bidder's/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. 2.31. PRIMARY CLIENT (FIRST PRIORITY) The successful bidder(s)/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 successful bidder(s)/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. 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK The City of Miami is providing prospective bidders with the opportunity to bid for the lease/rental of Automated External Defibrillators (AED) as specified below. The brand name specified below is the only brand name the City will accept. Substitutions are not allowed. I. EQUIPMENT TO LEASE Quantity 31 of the fleartStart MRx Monitor/Defibrillator, Mfr: Philips, Mfr. Item # M3536A, with the following configurations: (Quantity indicated in parenthesis and bolded) A23 - SpO2, NIBP and etCO2 pulse oximeter, non-invasive blood pressure and end tidal CO2; with adult re -usable fingertip transducer, adult blood pressure cuff and interconnect cable, and adult filter line (M1920A) (31) Page 30 of 33 Invitation for Bid (IFB) 448313 BO1 - Noninvasive Transcutaneous pacing (31) B02 - 12-lead ECG acquisition, with 10-wire trunk cable (M1663A), limb leads, chest leads (Standard leads: 989803176161 and 989803176171, 5/5 snap) (31) B06 - Bluetooth 12-lead transmission (31) B08 - Q-CPR with adhesive pads (31) B 09 - Q-CPR Data Capture (31) CO3 - Data card 256MB external data card (31) C05 - Lithium Ion battery (31) C06 - AC Power Module (31) C21 - Black Soft Carry Case (Pads only, 989803172501) (31) DO1 - Wireless Link Generic Version (No default cellular carrier) (31) LP1 - Instructions for Use hard copy of the user instructions guide (31) M3508A - Hands -Free Pads Cable, HeartStart Connector (plug -style) (31) 861431-A03 (Software) Event Review Pro 4.X, Site Wide License (1) M3538A - Lithium Ion Battery Module (31) 989803135301 - 2-Bay Analyzer for HS LI-ION Batteries (7) 989803135331 - 4-Bay Analyzer for HS LI-ION Batteries (1) 861440 - A01 - HeartStart Telemedicine System, Classic 12-Lead Edit ion (12-Lead only), with Server Component and one Clinical Viewer (1) 861451 - A03 - Data Messenger, Site Wide License (1) 890416-B01 - A10 - Bench Repair (loaner equipment, repairs), per device per year (2 Years) (31) 890416-A08 - Performance Assurance (preventive maintenance, technical support), Optional Service in addition to Bench Repair (2 Years) (31) II. TRADE-IN EQUIPMENT As part of the bid response, bidders shall indicate the purchase price for the LifePak 12 Biphasic Defibrillators listed below. Trade-in equipment is represented by the City "as -is" and expresses no warranty as to its condition. Page 31 of 33 Invitation for Bid (IFB) 448313 PRODUCT PART # . SERIAL # LIFEPAK 12 VLP12-02-005985 34641802 LIFEPAK 12 VLP12-02-005985 34641803 LIFEPAK 12 VLP12-02-005985 34641804 LIFEPAK 12 VLP12-02-005985 34641806 LIFEPAK 12 VLP12-02-005985 34641808 LIFEPAK 12 VLP12-02-005985 34641809 LIFEPAK 12 VLP12-02-005985 34641810 LIFEPAK 12 VLP12-02-005985 34641811 LIFEPAK 12 VLP12-02-005985 34641812 LIFEPAK 12 VLP12-02-005985 34641813 LIFEPAK 12 VLP12-02-005985 34641814 LIFEPAK 12 VLP12-02-005985 34641815 LIFEPAK 12 VLP12-02-005985 34641816 LIFEPAK 12 VLP12-02-005985 34641817 LIFEPAK 12 VLP12-02-005985 34641818 LIFEPAK 12 VLP12-02-005985 34641819 LIFEPAK 12 VLP12-02-005985 34642029 LIFEPAK 12 VLP12-02-005985 34642030 LIFEPAK 12 VLP12-02-005985 34642031 LIFEPAK 12 VLP12-02-005985 34642032 LIFEPAK 12 VLP12-02-005985 34642033 LIFEPAK 12 VLP12-02-005985 34642034 LIFEPAK 12 VLP12-02-005985 34642035 LIFEPAK 12 VLP12-02-005985 34645584 LIFEPAK 12 VLP12-02-005985 34645585 LIFEPAK 12 VLP12-02-005985 34645586 LIFEPAK 12 VLP12-02-005985 34646534 LIFEPAK 12 VLP12-02-001010 12433805 III. TRAINING Bidder will be required to provide training to the Department of Fire -Rescue on the operation and proper use of the Philips HeartStart MRx Monitor/Defibrillators. The Department of Fire -Rescue estimates 36 training sessions of 2.5 to 4 hours each, with 3 to 4 training instructors present at each session. Estimated time for completion of all training, after receipt of product, may be 9 to 10 days. Bidder shall coordinate these training sessions with the Contract Administrator / Designee. Page 32 of 33 City of Miami Exceptions IFB 448313 In accordance with section 1.35 Exceptions to General and/or Special Conditions or Specifications, Philips Healthcare herein lists its exceptions to the City's Invitation to Bid (IFB) 448313 1.1 General Terms 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. Philips takes exception and clarifies: The City is contemplating leasing capital equipment from Philips Medical Capital ("PMC"), a separate and independent entity from Philips Healthcare ("Philips"). To accommodate the City's leasing option Philips may need to assign, transfer, convey, sublet or otherwise dispose of some of its obligations under the resulting Contract without the City's written consent. 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 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. Philips takes exception: Philips will maintain records related to the Services provided hereunder, sufficient to permit a complete audit. Customer may at its election conduct an audit of Philips' compliance with the provisions of this Agreement not more than once per year unless otherwise required by law. All such audits shall be conducted by Philips' external; or, a qualified, independent third party auditor reasonably acceptable to Philips and such acceptance shall not be unreasonably withheld. The services of such auditors will be at Customer's sole cost and expense. The audit shall be conducted on Philips' premises at reasonable times. The auditor will be required by Customer to sign a standard confidentiality agreement with Philips and to hold Philips pricing and other information in confidence, Philips will cooperate with and provide all information and documentation that is within the scope of the audit to such auditor; provided that, Philips may blind Customer's identity if the disclosure of such information to the auditor would cause Philips to breach any confidentiality agreement. Audit results provided to Customer will only confirm Philips contract compliance/non-compliance for the audit period and if applicable the amount of any discrepancy between the parties. 1.9 AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and Iocal laws, rules, and regulations. 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). Philips clarifies: The availability of a state-wide purchasing contract with Philips is available through the Oklahoma NASPO contract SW300 to which the governmental, not -for -profit or quasi -governmental entities in the State of Florida are already party and which terms shall be the principle governing terms for the City of Miami purchasing transactions under this bid. Philips Healthcare -Bid Response IFB 448313 June 4, 2014 Page 1 of 6 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. Philips adds: Whereas the City and Philips are Parties to the Oklahoma NASPO state-wide contract #SW300; and whereas the City has purchased Philips products using contract #SW300 Philips incorporates by reference the Florida State terms and conditions that are a part of #SW300 as part of the resulting entire bid contract or agreement. 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. Philips takes exception: IN NO EVENT SHALL PHILIPS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES RELATED TO THE AWARD OF THIS SOLICITATION. 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. See section 2.3 of the Special Conditions Section contained in this solicitation. The term of the agreement is two (2) years. 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. Philips Healthcare -Bid Response IFB 448313 June 4, 2014 Page 2 of 6 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. Philips clarifies: Philips complies with all federal, state and local laws, regulations and ordinances applicable to manufacturers and distributors of medical devices as they apply to this transaction. 1.22 (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. 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. Philips states: To the best of Philips knowledge it complies with this term. The size of the Philips' organization makes it overly burdensome to warrant and affirm the terms of this section. 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. Philips adds: Whereas the City and Philips are Parties to the Oklahoma NASPO state-wide contract #SW300; and whereas the City has purchased Philips products using contract #SW300 Philips incorporates by reference the Florida State terms and conditions that are a part of #SW300 as part of the resulting entire bid contract or agreement. 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. Philips states: Philips agrees that pricing will be firm for the period of performance of Philips quotation 2300435I34 attached hereto. The Parties agree to negotiate any additional fixed pricing request for any additional tern. 1.42 INDEMNIFICATION - Contractor shall indemnify , hold harmless and defend the City, its officials, officers, 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 Philips Healthcare -Bid Response IFB 448313 June 4, 2014 Page 3 of 6 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. Philips takes exception and will rely on Section 20 of the Florida State Participating Addendum to Oklahoma NASPO contract #SW300 fully executed and dated 3/26/12 (under which the City of Miami has already purchased Philips products). The applicable term is as follows: 20. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer. Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the.Contract Contract or the purchase order. If any product is the subject of an infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non -infringing. If the Contractor is not reasonably able to modify or otherwise secure the Customer the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 1.43. 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 Philips Healthcare -Bid Response IFB 448313 June 4, 2014 Page 4 of 6 be amended or supplemented from time to time. Philips takes exception: Philips does not provide for Customer observation of factory production or pre -staging activities. Philips manufactures its medical systems in compliance with the Quality System Regulation promulgated by the United States Food and Drug Administration, which mandates a quality system covering design and manufacturing, including testing and inspection where necessary. Medical devices released and marketed by Philips have been designed and manufactured in accordance with such a quality system. 1.73 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. See Philips' response at Section 1.6 of the General Terms and Conditions on page 2 of this solicitation. Section 2.0 Special Conditions 2.30ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your 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 bidder's/proposer's authorized signature affixed to the bidder's/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. Philips takes exception: The unique nature of this bid for lease/rental equipment requires some standard terms related to directly purchased good and services be modified. Such modifications are fundamental to ensuring Philips' compliance. 2.31PRIMARY CLIENT (FIRST PRIORITY) The successful bidder(s)/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 successful bidder(s)/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. Philips takes exception: Philips will make every reasonable effort to support the City's needs and demands during catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency, but will not intentionally or willfully do so in violation of its other contractual commitments. Philips Healthcare -Bid Response IFB 448313 June 4, 2014 Page 5 of 6 DOCUMENTATION EXCEPTION Notwithstanding anything contained in the IFB and Philips' response thereto, Philips attaches the following financing documents for use in a potential finance transaction between the City and Philips. These documents only cover a potential financing and their use is subject to credit approval. Said documentation may be modified and amended between now and the entering into any transaction between the City and Philips. Any modification or amendment is at the sole discretion of Philips. Said documentation is only for financing and does not include any service, maintenance or supplies. Service, maintenance or supplies are covered by separate documentation. Said documentation by itself does not create a service, maintenance or support obligation against Philips. Philips Healthcare -Bid Response IFB 448313 June 4, 2014 Page 6 of 6 Section 2 Quotation PHILIPS Philips Healthcare Quotation PHILIPS PHILIPS Philips Healthcare 3000 Minuteman Road,MSO400 Andover, MA 01810-1099 Email PO to: Healthcare.Orders c(r�ohilips.com or Fax PO to: 1-800-947-3299 or Mail PO to: Philips Healthcare Order Processing, MSO400 Andover, MA 01810-1099 800-934-7372 QUOTE DATE 05/30/2014 QUOTE NUMBER PAGE 2300435134 1 / 8 LAST UPDATED TIME 05/30/2014 15:15:57 EXPIRATION DATE 07/30/2014 INCOTERMS FOB DESTINATION PAYMENT TERMS Net 45 Days Subject to Credit Approval FORMAL QUOTE CUSTOMER: Attention: City of Miami FL Fire Department 400 NW 2nd Ave MIAMI FL 33128-1706 UNITED STATES Customer Number : 94313305 SALES REPRESENTATIVE Jim Wallace Fax: QUOTE CONTACT Patricia Morabito Ph: 315-703-1872 Federal EIN: 13-3429115 ITEM PRODUCT DESCRIPTION UNIT OF UNIT AMOUNT TOTAL AMOUNT QUANTITY MEASURE (USD) (USD) SPECIAL COMMENTS 31 MRx Services to be paid Upfront (POS) Pricing Breakdown on the Monitoring and Cardiology services: Performance Assurance (PA) and Service Agreement: 6 years of PA at $273 per unit per year. 4 years of extended service at $439.14 per unit per year. 10 M3536A HeartStart MRx ALS monitor 27 861289 A23 Sp02, NIBP, CO2 (Grey) B01 Noninvasive Pacing B02 12 Lead ECG acquisition B06 12-LD Trans. Bluetooth B08 Q-CPR B09 Q-CPR Data Capture CO3 Data Card C05 Lithium Ion Battery C06 AC Power Module C21 Blk soft case-pads/paddles DO1 Wireless Link -Generic LP1-User Instructions Guide M3508A Standard Pad Cable 27 27 27 27 27 27 27 27 27 27 27 27 27 PCE 10,700.00 9,615.00 2,350.00 4,000.00 2,121.99 2,995.00 200.00 98.00 415.00 425.00 .00 4,995.00 .00 .00 288,900.00 259, 605.00 63,450.00 108, 000.00 57,293.73 80, 865.00 5,400.00 2,646.00 11,205.00 11,475.00 .00 134, 865.00 .00 .00 THIS QUOTATION CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF PHILIPS HEALTHCARE AND IS INTENDED FOR USE ONLY BY THE CUSTOMER WHOSE NAME APPEARS ON THIS QUOTATION. IT MAY NOT BE DISCLOSED TO THIRD PARTIES WITHOUT PRIOR WRITTEN CONSENT OF PHILIPS HEALTHCARE. PHILIPS Philips Healthcare 3000 Minuteman Road,MS0400 Andover, MA 01810-1099 QUOTE DATE 05/30/2014 QUOTE NUMBER 2300435134 PAGE 2/8 LAST UPDATED TIME 05/30/2014 15:15:57 EXPIRATION DATE 07/30/2014 INCOTERMS FOB DESTINATION FORMAL QUOTE UNIT OF UNIT AMOUNT TOTAL AMOUNT ITEM PRODUCT DESCRIPTION QUANTITY MEASURE (USD) (USD) 20 M3536A 861289 30 861431 861431 40 M3538A 989803129011 W22 2-yr Bench Repair Warranty 27 .00 .00 Agreement Discount -30.00 %-307,111.42 Special Discount .00-52,246.95 Trade-in Allowance -13,750.82 -371,272.14 Net price 293,074.22 Agreement: MH537 HeartStart MRx ALS monitor 4 PCE 10,700.00 42,800.00 A23 SpO2, NIBP, CO2 (Grey) 4 9,615.00 38,460.00 B01 Noninvasive Pacing 4 2,350.00 9,400.00 B02 12 Lead ECG acquisition 4 4,000.00 16,000.00 B06 12-LD Trans. Bluetooth 4 2,121.99 8,487.96 B08 Q-CPR 4 2,995.00 11,980.00 B09 Q-CPR Data Capture 4 200.00 800.00 CO3 Data Card 4 98.00 392.00 C05 Lithium Ion Battery 4 415.00 1,660.00 C06 AC Power Module 4 425.00 1,700.00 C21 Blk soft case-pads/paddles 4 .00 .00 D01 Wireless Link -Generic 4 4,995.00 19,980.00 LP1-User Instructions Guide 4 .00 .00 M3508A Standard Pad Cable 4 .00 .00 W22 2-yr Bench Repair Warranty 4 .00 .00 Agreement Discount -30.00 % -45,497.99 Special Discount Net price Agreement: MH537 -1,442.00 -5,768.00 100,393.97 Event Review Pro 4.x 1 PCE A03-Sitewide License 1 6,175.00 6,175.00 Agreement Discount -30.00 %-1,852.50 Net price 4,322.50 Agreement: MH537 Lithium Ion Battery Module 31 PCE 415.00 12,865.00 THIS QUOTATION CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF PHILIPS HEALTHCARE AND IS INTENDED FOR USE ONLY BY THE CUSTOMER WHOSE NAME APPEARS ON THIS QUOTATION. IT MAY NOT BE DISCLOSED TO THIRD PARTIES WITHOUT PRIOR WRITTEN CONSENT OF PHILIPS HEALTHCARE. PHILIPS Philips Healthcare 3000 Minuteman Road,MSO400 Andover, MA 01810-1099 QUOTE DATE 05/30/2014 QUOTE NUMBER 2300435134 PAGE 3/8 LAST UPDATED TIME 05/30/2014 15:15:57 EXPIRATION DATE 07/30/2014 INCOTERMS FOB DESTINATION FORMAL QUOTE UNIT OF UNIT AMOUNT TOTAL AMOUNT ITEM PRODUCT DESCRIPTION QUANTITY MEASURE (USD) (USD) Agreement Discount Net price Agreement: MH537 50 989803135301 2-Bay Analyzer For HS Li -Ion Batteries 989803135301 Agreement Discount Net price Agreement: MH537 60 989803135331 4-Bay Analyzer For HS Li -ton Batteries 989803135331 70 861440 861440 Agreement Discount Net price Agreement: MH537 HeartStart Telemedicine System Option A01 - Classic 12-Lead Edition Agreement Discount Net price Agreement: MH537 -23.00 %-2,958.95 9,906.05 7 PCE 1,385.00 9,695.00 -23.00 %-2,229.85 7,465.15 1 PCE 2,570.00 2,570.00 -23.00 %-591.10 1 PCE 1 2,995.00 -30.00 % 1,978.90 2,995.00 -898.50 2,096.50 80 861451 HeartStart Data Messenger 1 PCE 861451 A03-Site Wide License 1 4,100.00 4,100.00 Agreement Discount -30.00 %-1,230.00 Net price 2,870.00 Agreement: MH537 90 Monitoring & Cardiology ServiceAgreement 31 PCE 3,394.54 105,230.74 890416 A08 Performace Assurance Service Al2 4 Years of Service B01 Bench Repair Net price 105,230.74 THIS QUOTATION CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF PHILIPS HEALTHCARE AND IS INTENDED FOR USE ONLY BY THE CUSTOMER WHOSE NAME APPEARS ON THIS QUOTATION. IT MAY NOT BE DISCLOSED TO THIRD PARTIES WITHOUT PRIOR WRITTEN CONSENT OF PHILIPS HEALTHCARE. c PHILIPS Philips Healthcare 3000 Minuteman Road,MS0400 Andover, MA 01810-1099 QUOTE DATE 05/30/2014 QUOTE NUMBER 2300435134 PAGE 4/8 LAST UPDATED TIME 05/30/2014 15:15:57 EXPIRATION DATE 07/30/2014 INCOTERMS FOB DESTINATION FORMAL QUOTE UNIT OF UNIT AMOUNT TOTAL AMOUNT ITEM PRODUCT DESCRIPTION QUANTITY MEASURE (USD) (USD) Total Quotation List Price Less All Applicable Discounts Total Quotation Net Price Philips Healthcare is pleased to inform you that financing of its products and services is available to qualified applicants. To obtain more information contact Philips Medical Capital @ 866-513-4PMC. Contract information for: Oklahoma Naspo States Contract * Prices quoted are subject to and reflect applicable discounts per the terms and conditions of the following contract: Contract #MH537 Expiration:Mar. 31, 2015 * Your purchase agreement of 30% quoted here in and the additonal $13750.82. discount is contingent on the trade in of equipment. * The trade-in allowance quoted herein exceeds Philips' estimate of the fair market value of the.units by $371,272.14.amount may be considered a price reduction or discount Under 42 USC01.952(h). * This quotation is issued pursuant to, and any PO for the items herein will be accepted subject to the Terms of Contract#MH537 . If no contract is identified in the previous sentence or the products and/or services are not covered by this contract, this quotation is issued pursuant to, and any PO for the items herein will be accepted subject to the Philips Terms and Conditions of Sale posted at http://www.healthcare.philips.com/main/terms_conditions/ and the terms herein. * MD Buyline -- Please be aware that MD Buyline utilizes Philips current list prices as the basis of calculation for discount comparisons. If you are a customer utilizing a GPO contract with fixed pricing, it is likely that the list price on this quotation is based on an older published price list, and may be considerably less than the current list pricing that ND Buyline uses in its analysis. As such, the MD Buyline discount recommendation may be higher than the Philips offering for your particular purchase. If you have a question, please ask your Sales Representative for clarification. Should you have concerns or want additional information relative to how discount comparisons are calculated at MD Buyline, please call your analyst at MD Buyline. 1,318,995.43 -791,657.40 627,338.03 THIS QUOTATION CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF PHILIPS HEALTHCARE AND IS INTENDED FOR USE ONLY BY THE CUSTOMER WHOSE NAME APPEARS ON THIS QUOTATION. IT MAY NOT BE DISCLOSED TO THIRD PARTIES WITHOUT PRIOR WRITTEN CONSENT OF PHILIPS HEALTHCARE. PHILIPS Philips Healthcare 3000 Minuteman Road,MSO400 Andover, MA 01810-1099 QUOTE DATE 05/30/2014 QUOTE NUMBER 2300435134 PAGE 5 /8 LAST UPDATED TIME 05/30/2014 15:15:57 EXPIRATION DATE 07/30/2014 INCOTERMS FOB DESTINATION FORMAL QUOTE UNIT OF UNIT AMOUNT TOTAL AMOUNT ITEM PRODUCT DESCRIPTION QUANTITY MEASURE (USD) (USD) All work is scheduled within normal working hours; Monday through Friday, 8 a.m. to 5 p.m. excluding Philips holidays. All pricing is based on travel zones 1-3. For travel zones beyond 1-3, consult your Philips sales rep for alternate pricing. It is the customers responsibility to provide Philips with the access necessary to complete the quoted work in a continuous start to finish mariner. Excessive delays and multiple visits will result in additional charges. All prices are based upon 'adequate access' to work areas that are free from obstruction. If it is determined, during the implementation that asbestos removal is required; Philips will suspend performance until the Customer remediates the asbestos. Philips will work with the customers staff to reduce the downtime during the system transition. * * Products are for USA end -use only. Taxes, if applicable, are not included unless noted but will be added to the invoice. The Purchase Order must reference the Quote Number and your. Purchase Agreement. Please indicate your requested delivery date and your preference, if any, to accept and pay for partial shipments. If this quote includes Value -Added Services, they may be invoiced separately. Additional sold training must be completed within twelve months of delivery/installation. System cabling, if included, is specified at the standard grade unless noted otherwise. * This quote specifically excludes Licensing & Permit Fees, Prevailing Wage Compensation and Union Labor. IMPORTANT NOTICE: Health care providers are reminded that if the transactions herein include or involve a loan or a discount (including a rebate or other price reduction), they must fully and accurately report such loan or discount on cost reports or other applicable reports or claims for payment submitted under any federal or state health care program, including but not limited to Medicare and Medicaid, such as may be required by state or federal law, including but not limited to 42 CFR 1001.952(h). Not binding until accepted in writing by Philips in Andover or invoiced by Philips. Any purchase order or resulting agreement shall be subject to the Philips Terms and Conditions and the following terms which customer THIS QUOTATION CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF PHILIPS HEALTHCARE AND IS INTENDED FOR USE ONLY BY THE CUSTOMER WHOSE NAME APPEARS ON THIS QUOTATION. IT MAY NOT BE DISCLOSED TO THIRD PARTIES WITHOUT PRIOR WRITTEN CONSENT OF PHILIPS HEALTHCARE. PHILIPS Philips Healthcare 3000 Minuteman Road,MS0400 Andover, MA 01810-1099 QUOTE DATE 05/30/2014 QUOTE NUMBER PAGE 2300435134 6 % 8 LAST UPDATED TIME 05/30/2014 15:15:57 EXPIRATION DATE 07/30/2014 INCOTERMS FOB DESTINATION FORMAL QUOTE UNIT OF UNIT AMOUNT TOTAL AMOUNT ITEM PRODUCT DESCRIPTION QUANTITY MEASURE (USD) (USD) accepts. For certain agreements, Philips may conduct a qualification inspection to verify that customer is suitably trained, the equipment is in serviceable condition, and all like equipment is covered by a valid Philips warranty or service agreement. Any resulting agreement is subject to cancellation by Philips if customer fails to satisfy these conditions during the term. * Biomed Support - a new agreement for Biomeds and clinicians that want unfettered technical and clinical support, direct connection to technical engineers and discounts on parts. This agreement is great for Biomeds that make regular use of Philips technical support and genuine Philips parts, and ensures clinicians have access to clinicians when necessary. It is designed to cover an entire facility, with affordable pricing and straightforward quoting. Biomed Alliance - designed for the Philips -trained Biomed department that wants to limit parts and support costs, this agreement provides unlimited parts and technical support for all products covered. If the customer would like Philips field service engineers to back them up with their support efforts, a Second Response option is available to provide an onsite field service engineer for situations where the local biomed team is not able to resolve a problem after attempting repairs and receiving guidance remotely. This agreement also provides access to clinician support. Bench Repair - provides bench repair services at a Philips repair facility. This service is great for products where software and hardware reliability and compatibility are critical and factory quality repairs ensure that repairs meet current manufacturing standards. A Performance Assurance option is available for products that require annual preventive maintenance. Unit Exchange - Unit Exchange provides a fast replacement of failed or problem units. Under this agreement, customers can receive a new unit as soon as the next business day. This agreement is a good fit for products where time is critical and spare units are not available. Comprehensive Onsite - With Comprehensive Onsite, Philips provides onsite support for covered equipment. This agreement is good for products and for care areas where technical expertise is critical and hands on Philips engineers will support the clinical and technical needs THIS QUOTATION CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF PHILIPS HEALTHCARE AND IS INTENDED FOR USE ONLY BY THE CUSTOMER WHOSE NAME APPEARS ON THIS QUOTATION. IT MAY NOT BE DISCLOSED TO THIRD PARTIES WITHOUT PRIOR WRITTEN CONSENT OF PHILIPS HEALTHCARE. PHILIPS Philips Healthcare 3000 Minuteman Road,MSO400 Andover, MA 01810-1099 QUOTE DATE 05/30/2014 QUOTE NUMBER 2300435134 PAGE 7/8 LAST UPDATED TIME 05/30/2014 15:15:57 EXPIRATION DATE 07/30/2014 INCOTERMS FOB DESTINATION FORMAL QUOTE UNIT OF UNIT AMOUNT TOTAL AMOUNT ITEM PRODUCT DESCRIPTION QUANTITY MEASURE (USD) (USD) of the department. A Performance Assurance option is available for products that require annual preventive maintenance. This agreement also provides access to remote clinician support. Software Maintenance Agreement - The software maintenance agreement includes Philips highest levels of remote support and includes software upgrades and remote clinician support. PTU Standard and PTU Basic are still key components of these agreements, with PTU Standard providing all installations and PTU Basic providing up to 2 installations over 5 years. Remote support includes new Remote Access services that enable Philips technical engineers to maximize system uptime through remote diagnostic tools and processes. * If the customer would like Philips field service engineers to back them up with their support efforts, a Second Response option is available to provide an onsite field service engineer for situations where the local biomed team in cooperation with Philips remote services is not able to resolve a problem in time to meet service level commitments. Legacy Agreement Types Gold Service - On -site maintenance and repair 8-5, M-F; Clinical Ed and upgrade discounts. Silver Service - On -site repair 8-5, M-F. First Response - On -site repair with biomed screening, InCenter subscription. * Co-op Response - Backup on -site repair only 8-5, M-F, InCenter subscription. * Remote Response - Labor, parts, phone support 8-5, M-F, InCenter subscription. fa THIS QUOTATION CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF PHILIPS HEALTHCARE AND IS INTENDED FOR USE ONLY BY THE CUSTOMER WHOSE NAME APPEARS ON THIS QUOTATION, IT MAY NOT BE DISCLOSED TO THIRD PARTIES WITHOUT PRIOR WRITTEN CONSENT OF PHILIPS HEALTHCARE. C PHILIPS Philips Healthcare 3000 Minuteman Road,MSO400 Andover, MA 01810-1099 QUOTE DATE 05/30/2014 QUOTE NUMBER 2300435134 PAGE 8/8 LAST UPDATED TIME 05/30/2014 15:15:57 EXPIRATION DATE 07/30/2014 INCOTERMS FOB DESTINATION FORMAL QUOTE This quotation is issued pursuant to, and any PO for the items herein will be accepted subject to the Terms of any current Contract with the customer. If there is no contract in place, this quotation is issued pursuant to, and any PO for the items herein will be accepted subjected to Philips Terms and Conditions of sale posted at http://www.healthcare.philips.com/main/terms_conditions/ and, the terms herein. This quotation contains confidential and proprietary information of Philips Healthcare and is intended for use only by the customer whose name appears on this quotation.lt may not be disclosed to third parties without prior written consent of Philips Healthcare THIS QUOTATION CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF PHILIPS HEALTHCARE AND IS INTENDED FOR USE ONLY BY THE CUSTOMER WHOSE NAME APPEARS ON THIS QUOTATION. IT MAY NOT BE DISCLOSED TO THIRD PARTIES WITHOUT PRIOR WRITTEN CONSENT OF PHILIPS HEALTHCARE. Finance Proposal PHILIPS HILIPS Philips Medical Capital, LLC Prepared For: Prepared By: Yadissa Calderon City of Miami - City Clerk 3500 Pan American Drive Miami, FL 33133 Ken Elliott Regional Finance Manager 1841 Spur Lane Palm Harbor, FL 34685 Ph# (813) 390-4957 Fax# (727) 214-9143 Finance Proposal Date: June 4, 2014 EQUIPMENT,ACCOUNT )A4NAC,'ER FINANCE TERM: PAYMENT TIMING `• .FINANCING TYPE EXPIRATION DATE Jim Wallace 24 Months Advance Fair Market Value and $-Buyout 6/19/2014 EC1111PNtEN7 QUOTE EQUIPA.IENT 'DESCRIPTION , ` .FINANCING -. TYPE EQUIPMENT >:CpST ... s SERVICE PLAN ,. PERIOD FINANCE :PAYMENT, , SERVICE ` TOTAL 2300435134 • II (31) HeartStart MRx ALS units Fair Market Value $ 527,338.03 No Service Plan - Months 1-24: $ 17,804.65 $ $ 17,804.65 2300435134 (31) HeartStart MRx ALS units $-Buyout $ 527,338.03 No Service Plan Months 1-24: $ 23,015.30 $ $ 23,015.30 'f=`SERVICE.CoVERAGE ' Unless indicated above, payments do not include Philips customer service agreements. END on-ERM oPTioNs For Fair Market Value leases, at the end of the original tease term or any subsequent term, the Lessee may elect to: 1) Renew the lease 2) Purchase for Fair Market Value at a value not -to -exceed $160,000 3) Return the equipment to PMC. For Capital leases, on the last day of the term of this agreement or any extension thereof, Lessee shall purchase for cash all of the equipment on this agreement for $1.00. DEPosIT `: A deposit in the amount of one monthly rental payment plus a $100 documentation fee is due with this signed Proposal. The monthly rental payment will be applied in full towards the first month's rental. This deposit is refundable only in the event that Philips Medical Capital is unable to approve the financing. COMMENCEMENT : Interim rent will be assessed for the period between the lease commencement date and the start of the billing cycle. NET LEASE Lessee will, at its own expense, provide insurance and will pay all fees, property, sales and use taxes and other expenses of a similar nature. ,RENTAL ADJUSTMENT :.. The monthly payment quoted is tied to like -term Interest Rate Swap as quoted by the Federal Reserve at http://www.federalreserve.gov/releases/H15/update (or PMC may use an interpolated rate if a like -term is not available) and will float up with those swap rates until commencement of the lease. These payments were calculated with Interest Rate Swaps on June 4, 2014. Page 1 of 2 TERMS This proposal is: (a) subject to review and approval by PMC's credit committees; (b) delivered to Lessee on the condition that its terms be kept confidential and not shown to, or discussed with, any third party (other than on a confidential and need -to -know basis with Lessee's directors, officers, counsel and other advisors, or as required by law) without Philips Medical Capital's express prior written approval; and (c) governed and construed in accordance with the internal laws of the Commonwealth of Pennsylvania. Lessee and PMC agree to: (a) the exclusive jurisdiction of the state and federal courts located in Philadelphia County, Pennsylvania with respect to any dispute arising out of or relating to this proposal and (b) waive any right to trial by jury that either of them may have arising out of or relating to this proposal. By signing below, Lessee hereby authorizes the release of any credit or financial information to PMC and its agents and assigns. PfloPpSAL:ACciPTANeE. The terms and conditions of this Proposal are hereby agreed to and accepted this day of , 2014. BY: This is a proposal for financing for the customer named herein ("Customer") regarding the equipment described herein ("Equipment") by Philips Medical Capital, LLC (PMC) for discussion purposes only. This Letter is an indication of interest regarding a possible financing transaction on the general terms and conditions outlined herein and should not be construed as a commitment. Page 2 of 2 Philips Medical Capital Lease Agreement Lease Number LESSEE 1 Full Legal Name Phone Number Fax Number Billing Address City Stale Zip Purchase Order Requisition Number Equipment Location (if not same as above) City Slate Zip Send Invoice to Attention of: EQUIPMENT 1 INFORMATION Equipment Make Model Number Serial Number Description (Attach Separate Schedule A If Necessary) Number of Lease Payments Lease popl cable Total Lease Payment (PLUS) Sales Tax (EQUALS) Payment Term of Lease In Months Payment Frequency: ❑ Monthly 0 Quarterly 0 Other End of Lease Option: 0 FMV ❑ 1O% 0 $1 ❑ Other End of Lease Purchase Option shall he FMV unless another option Is selected. Pa SecuritDeposit (PLUS) FirstPeriod(PLUS) Other (EQUALS) ToEn os dnl $0.00 + $0.00 + $0.00 $0.00 TERMS AND CONDITIONS This Lease Agreement ("Agreement"), dated as of , 20 is between the above identified Lessee (also referred to herein as "YOU" and "YOUR") and Philips Medical Capital (also referred to herein as "WE", "US" and "OUR"). IF THIS AGREEMENT HAS BEEN PROVIDED TO YOU ELECTRONICALLY AND YOU WISH TO ENTER INTO THIS AGREE- MENT ELECTRONICALLY, YOUR ELECTRONIC SIGNATURE WILL CONSTITUTE YOUR ACKNOWLEDGEMENT AND AGREEMENT TO DO BUSINESS AND RECEIVE ALL RELATED RECORDS ELECTRONICALLY, 1. Lease: YOU agree to lease from US and WE agree to lease to YOU, the equipment list- ed above and on any attached schedule including all software, replacements, parts, repairs, additions and accessions ("System") on the terms and conditions on the face and reverse side of this Agreement. 2. Term & Payments: This Agreement goes into effect on the date the System is delivered to YOU ("Effective Date"). The term of this Agreement begins on the first day of the first full month fol- lowing the Effective Date ("Commencement Date") and continues for the number of months desig- nated as 'Term in this Agreement. WE will apply any Security Deposit to the Lease Payment described above ("Payment") on the Commencement Date. All remaining Payments are due on the first day of successive months following the Commencement Date with all sums due on the last day of the Term. YOU authorize US to (I) adjust the Payments if taxes thereon are more or less than the Applicable Sales. Tax amount provided above or If the Interest Rate Swaps ("Swap Rate") as quot- ed by the Federal Reserve at http://www.federaireserve.gov/releases/H15/update that would have a repayment term equivalent to the Term (or an Interpolated rate If a like -term is not available), as rea- sonably determined by U5, on the Commencement Date exceeds the Swap Rate set forth in proposal WE provided YOU by fifteen (15) basis points (0.15%) or more and (Ii) fill In information left blank and correct any obvious errors in this Agreement when WE so reasonably determine. YOUR OBLI- GATIONS UNDER THIS AGREEMENT AREABSOLUTE, UNCONDITIONAL, AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION, SETOFF OR COUNTERCLAIM FOR ANY REASON AND THAT THIS AGREEMENT MAY NOT BE CANCELLED FOR ANY REASON. YOU agree to pay US, within one month, a late charge of five percent (5%) of any amount not paid when due, never less than $10.00, but only to the extent permitted by law. All payments will be made to US at P.O. Box 92449, Cleveland, OH 44193 at such other address as WE designate in writing. YOU agree to: (i) arrange forthe deliv- ery and installation of the System at YOUR own cost unless such costs are included in the cost of the System to US; and (II) accept the System on the Effective Date and to sign the an acceptance of equipment form provided by US on such date if YOU have not already done so. In addition, YOU will pay an interim amount ("Interim Rent") for System use for the period from the Effective Date until the Commencement Date, calculated on the amount of the Payment, the number of days in the peri- od and a month of 30 days. If YOUR Payments are not level, then YOUR Interim Rent will be calcu- lated using a weighted average of the Payments in excess of $O. 3. Warranties: YOU have selected the System and the System's manufacturer, supplier or vendor (each, and jointly, "Provider") and WE are leasing the System to YOU "AS -IS" AND MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU must, at YOUR cost, keep the System in good working condition in accordance with any Provider's requirements. If Payments include third -party maintenance and/or service costs, YOU agree that (i) WE are not responsible to provide the main- tenance or service and (11) YOU will make all maintenance and service related claims only against such third party. YOU represent that the System Is for business purposes only and agree not to move it from the location noted above without OUR prior written consent. YOU AGREE TO PAY IN FULL ANY AMOUNT DUE US REGARDLESS OF ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST ANY PROVIDER. So long as YOU are not in default under this Agreement WE transfer to YOU any Providers warranties. 4. Title: Unless YOU have a $1,OD End of Lease option or are required to purchase the System ("Put Option") WE will have title to the System. If YOU have a $1.00 purchase option and/or a Put Option YOU will be deemed the owner of the System for all sales and use tax purposes. Although Page 1 the System may become attached to real estate, it remains personal property and YOU agree not to permit a lien to be placed upon the System or to remove it from the location noted above without OUR prior written consent, If WE feel it is necessary, YOU agree to provide US with waivers of inter- est or liens, from anyone claiming any interest in the real estate on which any item of System is located. WE also have the right, at reasonable times, to Inspect the System. 5. Assignment: YOU may not transfer, sell, sublease, assign, pledge or encumber the System or any rights under this Agreement without OUR prior written consent. YOU agree that WEmay sell, assign or transfer all or part of this Agreement and if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and that the rights of the new owner will not be subject to any claims, defenses, orset-offs that YOU may have against US. Any such assignment, sale or transfer of this Agreement orthe System will not relieve US of OUR obligations to YOU underthis Agreement. 6. Return and Renewal: YOU shall advise US in writing of YOUR intention to return the System to US at least 90, but not more than 120, days written notice to US prior to the expiration of the Agreement term. Provided YOU have given such timely notice, YOU shall return the System, freight and insurance prepaid, to US In the condition required under this Agreement, In a manner and to a location designated by US, If YOU do fail to notify US, or having notified US, YOU fail to retum the System as provided herein, this Agreement shall renew for consecutive 60 day periods and YOU agree to make the same monthly Payments subject to the right of either party to terminate this Agreement upon 60 days written notice, in which case YOU will immediately deliver the System to US as stated in this section. If the System is returned to US, YOU shall remove all patient informa- tion from the System prior to return. 7. Loss or Damage: YOU are responsible forthe risk of loss ordestruction of, or damage to the System underall circumstances. No such loss or damage relieves YOU from any obligation under this Agreement. YOU agree to promptly notify US In writing of any loss or destruction or damage to the System and YOU will, at OUR option, (a) repair the System to good condition and working order, (b) replace the System with like System in good repair, condition and working order, acceptable to US and transfer clear title to such replacement System to US, such System shall be subject to this Agreement and be deemed the System, or (c) pay all unpaid Payments and other sums then due plus the present value of the total of all future Payments plus the present value of the greater of (x) OUR original esti- mate of the value of the System at the end of the Agreement term or (y) the estimated fair market value of the System at the end of the originally scheduled term hereof orthe agreed upon purchase option price, If any, all of which shall be discounted at the Present Value Rate to the date of actual payment (the "Accelerated Value"). "Present Value Rate", as of the determination date, shall be a perannum inter- est rate equal to the lesser of (i) an interest rate equivalent to that of a U.S. Treasury constant maturi- ty obligation (as reported by the U.S. Treasury Department) that would have a repayment term equal to the remaining Agreement term, all as reasonably determined by US; or (fi) 3%. All proceeds of insur- ance received by US as a result of such loss or damage will be applied, in our reasonable discretion, toward the replacement or repair of the System or the payment of YOUR obligations. B. Indemnity: WE ARE NOT RESPONSIBLE FOR ANY LOSSES DR INJURIES RELATING TO THE SYSTEM, ITS INSTALLATION OR USE NOR IN ANY EVENT FOR SPECIAL, PUNITIVE OR CON- SEQUENTIAL DAMAGES OR LOST PROFITS REGARDLESS OF CAUSE. YOU agree to reimburse US for and to indemnify and defend US against any losses, damages or claims arising out of or relating to the System or its use during the Agreement term, including attorneys' fees. This indem- nity will continue even after the termination of this Agreement. 9. Taxes: YOU agree to pay all license and registration fees, sale and use taxes, personal prop- erty taxes and all other taxes and charges, relating to the ownership, rental, sale, purchase, pos- session or use of the System as part of the Payment or as billed by US, YOU shall also pay US any reasonable costs incurred in collecting and handling the payment of these taxes (currently an amount equal to ten percent (10%) of such tax, such amount not to be less than $6 or more than $125). In addition, WE reserve the right to estimate any taxes to be paid by YOU and to Invoice YOU the esti- mated amount prior to such taxes being due, 012 Inlllals C 10. Insurance: YOU will keep the System insured against all risks of loss or damage in an amount not less than the replacement cost of the System, without deductible and without co-insur- ance. YOU will also obtain and maintain for the term of this Agreement, comprehensive public lia- bility insurance covering both personal injury and property damage of at least $1,000,000 per per- son and $3,000,000 per occurrence for bodily Injury and $50,000 for property damage outside of the System. WE will be the sole named lender loss payee on the property insurance on the System and as an additional insured on all other insurance. YOU will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to US. If YOU do not provide such insur- ance, YOU agree that WE have the right, but not the obligation, to obtain such insurance and add an insurance fee to the amount due from YOU, on which WE may make a profit. 11. Default: YOU are in default underthis Agreement if: a) YOU fail to pay any Payment or other sum within 10 days of its due date; b) YOU breach any warranty or other obligation under this Agreement, or any other agreement with US and fail to cure such breach within 15 days of notice (2 days for Section 10); c) YOU, any partner orany guarantor dies, YOU become insolvent or unable to pay YOUR debts when due; YOU stop doing business as a going concern; YOU merge, consol- idate, transfer all or substantially all of YOUR assets; there is a change or sale of a controlling inter- est of YOUR or any guarantors stock, membership or other similar interest; YOU make an assign- ment for the benefit of creditors or YOU undergo a substantial deterioration in YOUR financial con- dition; or d) YOU, any guarantor or any partner, voluntarily file a petition for liquidation, reorgani- zation, adjustment of debt or similar relief underthe Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law or have an involuntary petition filed against YOU or any of them and it is not dismissed with 30 days, or a trustee, receiver or liquidator will be . appointed for it or a substantial part of its assets. 12. Remedies: WE have the following remedies if a default should occur: a) Declare the Accelerated Value immediately due and payable and sue for same; b) Charge YOU interest on all monies due US at the rate of eighteen percent (18%) per year from the date of default until paid, but In no event more than the maximum rate permitted by law; c) Charge YOU a retum-check or non -sufficient funds charge in the amount of $25 each time a check is returned for any reason; and d) Require that YOU return the System to US and in the event YOU fail to return the System, enter upon the premises peaceably with or without legal process where the System is located and repos- sess the System. Such retum or repossession of the System will not constitute atermination of this Agreement unless WE expressly notify YOU in writing otherwise. In the event the System is retumed or repossessed by US and unless WE have terminated this Agreement, WE will sell or re -lease the System to any persons with any terms WE determine, at one or more public or private sales, with or without notice to YOU, and apply the proceeds after deducting the costs and expenses of such sale or re -lease, to yOUR obligations with YOU remaining liable for any deficiency and with any excess being retained by US. The credit for any sums to be received by US from any such lease shall be discounted to the date of the lease at the Present Value Rate for such lease. YOU are also required to pay (i) all expenses incurred by US in connection with the enforce- ment of this Agreement, including all expenses of repossessing, storing, shipping, repairing and selling the System, and (ii) reasonable attorneys' fees. This amount is payable in addition to all amounts payable by YOU as a result of the exercise of any other remedies. YOU agree that any delay or failure to enforce OUR rights underthis Agreement does not prevent US from enforcing any rights at a later time. 13. Security Deposit: WE will retain any security deposit to insure the performance of YOUR obligations. Any security deposit Is non -interest bearing and may be commingled. WE may apply any security deposit upon default and YOU will promptly restore any amount so applied. If YOU are not in default, any security deposit will be retumed to YOU at the termination of this Agreement with- out interest. 14. Purchase Option: Provided YOU are not in default upon expiration of the Agreement term YOU shall have the option to purchase all, but not than less than all, of the System on the terms Indicated in the'End of Lease Options. WE will use OUR reasonable judgment to determine the System's fair market value for all FMV purchase options with the value to be based on the System remaining in place and in continued use. 15. UCC Filings: YOU authorize US to file a Uniform Commercial Code ("UCC") financing state- ment with respect to the System on YOUR behalf. If YOU have a Put Option or a $1 End of Lease Option or if this Agreement is deemed at any time to be one intended as security then YOU grant US a security interest in the System and the proceeds from the sale, rent or other disposition of the System. Otherwise, the filing of afinancing statement is not to be construed as evidence that any security interest was intended to be created, but only to give public notice of OUR ownership of the System. YOU agree to pay US $150.00 to reimburse US for OUR financing statement preparation and filing expenses and for OUR other documentation costs. 16. Notice: Written notices will be deemed delivered when received when delivered electron- ically, personally or by overnight mail or 3 days after deposit in the United States mail, postage prepaid, and addressed to the recipient at its address above or at any other address subsequently provided in writing. 17. UCC Article 2A Waivers: YOU agree that this Agreement is a Finance Lease as that term is defined in Article 2A of the UCC. YOU acknowledge that WE have given YOU the name(s) of each Provider of the System. WE hereby notify YOU that YOU may have rights under the contract with a Provider and YOU may contact a Provider for a description of any rights or warranties that YOU may have underthis supply contract. YOU also waive any and all rights and remedies granted YOU under Sections 2A-508 through 2A-522 of the UCC including, but not limited to: the right to repu- diate this Agreement and reject the System; the right to cancel this Agreement; the right to revoke acceptance of this Agreement; the right to grant a security interest in the System in YOUR pos- session and control for any reason; or the right to recover damages for any breach of warranty. 16. Choice of Law: All matters or issues arising underthis Agreement shall be determined and governed by the internal laws of the Commonwealth of Pennsylvania, and, as applicable, the Electronic Signatures in Global and National Commerce Act. YOU consent to and agree to Me non-exclusive jurisdiction of the Courts of the Commonwealth of Pennsylvania or the Federal District Court for the Eastern District of Pennsylvania for all matters and issues arising out of or relating to this Agreement. YOU and WE agree to irrevocably waive any right to a trial by jury. 19. Miscellaneous: This Agreement contains the entire agreement and understanding. No agree- ments or understandings are binding on the parties unless set forth in writing and signed by the par- ties. YOU ALSO AGREE THAT NO AGENT OR EMPLOYEE OF A PROVIDER 15 AUTHORIZED TO WAIVE OR CHANGE ANY TERM OR CONDITION OF THIS AGREEMENT OR MAKE ANY REPRE- SENTATION OR WARRANTY ABOUT THIS AGREEMENT OR THE SYSTEM EXCEPT FOR A PROVIDER'S WARRANTIES. My provision of this Agreement that for any reason may be held unen- forceable in any jurisdiction shall, as to such jurisdiction, be ineffective without invalidating the remain- ing provisions of this Agreement and any such provision shall only be modified to the extent neces- sary to make it enfomeable under such jurisdiction, b is YOUR responsibility to determine underappli- cable laws, rules and regulations whether or not YOU are subject to reporting to any state or federal agencies or public health coverage programs such as Medicare, Medicaid, SCRIP or others ("Reporting Obligations"). In the event YOU have Reporting Obligations and provide US with a writ- ten notice requesting information regarding payments, WE will provide YOU with a detailed outline of the components of YOUR payment(s) hereunder which may include equipment, service, YOUR finance terms and other related components, provided that in the event that WE do not timely provide YOU with said components, YOU shall send a subsequent written notice to US marked to the attention "General Counsel, PMC". Not withstanding anything to the contrary, in no event are WE passing title to any software. YOU should check your agreement with the software provider to determine your rights, as between YOU and such supplier, with respect to the use of such software. YOU agree that an electronic version of this Agreement and/or any delivery and acceptance certificate with electron- ic signatures maybe treated as an original and will be admissible as evidence thereof. At OUR option, WE may accept a facsimile copy of this Agreement and related schedules, guaranties, and other doc- uments. However, it is agreed that only a facsimile copy with OUR ink signature shall be deemed as original for the purposes of determining who is the holder of the chattel paper. LESSEE SIGNATURE You agree to all of the Terms and Conditions contained in this Lease, and In any attachments to same (all of which are included by reference) and became part of this Agreement. You agree that the Equipment was selected by you and Is: ❑ NEW 0 USED Legal Name of Entity . Signature Date Print Name Title (if entity) LESSOR Philips Medical Capital, LLC 1111 Old Eagle School Road, Wayne, PA 19087 PHONE: (866) 514-4PMC • FAX: (866) 516-4PMC Signature • Date Print Name Title * cr es To Induce Lessor to enter into this Agreement, the undersigned hereby: (1) jointly and sever- ally guarantee all of the obligations and liabilities of Lessee to Lessor under this Agreement; (2) waive notice of acceptance and all other notices or demands of any kind which the undersigned might otherwise by entitled to; (3) agree that (a) Lessor may enter into any modifications or amendments with the Lessee regarding the Agreement even If they Increase the Lessee's obli- gations thereunder and hereby consent to such modifications or amendments, any such mod- ifications or amendment shall not release and/or compromise the undersigned obligations to Lessor under thls guaranty (b) Lessor Is not required to proceed against the Lessee or the System, any other collateral of any other obligor prior to proceeding against the undersigned, (c) this is a guaranty of payment and not of collection and that Lessor may proceed directly against the undersigned after a default under the Lease for all sums due and owing under the Agreement, (d) the undersigned shall be responsible for any costs of enforcing the under- signed's obligations hereunder, including without limitation, reasonable attorneys' fees, (e) this guaranty is governed by the laws of the Commonwealth of Pennsylvania (excluding the con- flict of laws), and, as applicable, the Electronic Signatures In Global and National Commerce Act (f) the state and federal courts located In Philadelphia County, Pennsylvania shall have non- exclusive jurisdiction over any dispute arising under this guaranty, and (g) this guaranty shall be binding on the undersigned's heirs, successors and assigns; and (4) irrevocably waive any right to a trial by jury that the undersigned may have under this guaranty. IF THIS AGREEMENT HAS BEEN PROVIDED TO YOU ELECTRONICALLY AND YOU WISH T.0 ENTER INTO THIS AGREEMENT ELECTRONICALLY, YOUR ELECTRONIC SIGNATURE WILL CONSTITUTE YOUR ACKNOWLEDGEMENT AND AGREEMENT TO DO BUSINESS AND RECEIVE ALL RELATED RECORDS ELECTRONICALLY. Signature Date Print Name Home Address - City State Zip Phone Signature Date Print Name Home Address City State Zip Phone Page 2 of 2 ©2014 All Rights Reserved. Printed In the U.S.A. 0SPHIL682vB 3/14