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Home My WebLink About10-07-01 REQUEST FOR PROPOSALS NO. 10-07-01 PROFESSIONAL TOWING SERVICES FOR THE CITY OF SUNNY ISLES BEACH POLICE DEPARTMENT CITY OF SUNNY ISLES BEACH MIAMI-DADE COUNTY, FLORIDA TABLE OF CONTENTS RFP Public Notice.................. ............................... ..................... ..... ............ ................................ ................................. I Section 1.1 Introduction................ ............................... ....................................................................................... 3 Section 1.2 Background.................................................................................................................... ................... 3 Section 1.3 -Specific Requirements ..................... ................... ........................ ........................... ........................ 3 Section 1.4 -Scope of Services ................. ..................... ....................... ....................................... ............. ........... 5 Section 1.5 - Submission Date and Mandatory Pre-RFP Submission Conference........................................ 5 Section 1.6 - Additional Information or Clarification..................................................................................... 6 Section 1.7 - Selection, Award, and Protest Procedures.................................................................................. 6 Section 1.8 - Contract Execution .......................................................................................................................7 Section 1.9 - Instructions ....................................................................................................................................7 Section 1.10 - Changes/Alterations......... ................. ........................................ ....... ..... ......... .............................7 Section 1.11- Discrepancies, Errors, and Omissions....................................................................................... 7 Section 1.12 - Disqualification............................. ................... ............................................................................ 7 Section 1.13 - Submissions Receipt....................... ..................................... ....................... ................................. 8 Section 1.14 - Capital Expenditures ......................... ....................... ....................... ...... ..................................... 8 Section 1.15 - Hold Harmless and Indemnification .........................................................................................8 Section 1.16 - Reservation of Rights ..................................................................................................................8 Section 1.17 - Additional Information...............................................................................................................9 Section 1.18 - Attachments ................ ....................... ......................................... ............ ..................................... 10 Section 2.1 - Ancillary Services........................................ ............... ........................... ..... ................................... II Section 2.2- Response Time.......................................................................................................................... ...... II Section 2.3 - Contractor's Equipment During State of Emergency or Disaster............................................ II Section 2.4 - Reports ............ .................................. ........................................... ................ .................... .............. 12 Section 2.5 - Financial Arrangements-Rates .................................................................................................... 12 Section 2.6 - Forfeiture/Crime Scene Tow Rates ............................................................................................. 13 Section 2.7 - Posting of Rates for Towing and Storage.................................................................................... 13 Section 2.8 - Administrative Fees for Stored Vehicles ..................................................................................... 13 Section 2.9 - Payments .... ...................................... .................................................................................... .......... 13 Section 2.10 - Waiting Time and Extra Labor....................................................................... ...14 Section 2.11 - Release................... .......... ..................... ..................... ............. ................................ ...................... 14 Section 2.12 - Viewing ofImpounded VehicleslRemoval of Personal Property............................................ 14 Section 2.13 - City Vehicles....................... ......................... ...................................................... ........... ............... 15 Section 2.14 - Insurance................................. ........................ ............................................................................. 15 Section 2.15 - Complaints and Disputes ............................................................................................................ 16 Section 2.16 - No Discrimination .......................................................................................................................16 Section 2.17 - Inspections....................................... ................................................... ......................................... 16 Section 2.18- Employees........................................ .............. ........................................ ............................... ........ 16 Section 2.19 - Cleanliness .... ........ ....................................................... ............................................ .................... 17 Section 2.20- Equipment Requirements................................... ........................................ ................................. 20 Section 2.21 - Termination of Contract/Penalties ............................ .......................................... ................ ...... 20 Section 2.22 - Non Consent Tow Rates..............................................................................................................21 Maximum Non-Consent Towing Rates (Attachment "A") .............................................. .................22 Rates for Towing and Storage of Vehicles (Attachment "B") ......................................................................... 24 Proposal for Towing Services (Attachment "C") ........................ .....................................................................25 Equipment List (Attachment "D") ........................................................................................ ........... ..................28 Personnel List (Attachment "E") .......................................................................................................................29 Public Entity Crime Affidavit (Attachment "F") .............................. ............................................................... 30 Non-Collusive Affidavit (Attachment "G").... ................ ........ ....................................................... ......... ........... 33 Agreement between City and Successful Proposer (Attachment "H")........................................................... 34 PUBLIC NOTICE NOTICE IS HEREBY GIVEN that pursuant to Section 287.055, Florida Statutes, the "Contractors' Competitive Negotiation Act", the CITY OF SUNNY ISLES BEACH POLICE DEPARTMENT is seeking proposals for professional towing services for the City of Sunny Isles Beach Police Department. Interested firm/individuals ("Proposer (s)") may pick-up a copy of Request for Proposals ("RFP") No. 10-07-01 to be issued on Thursday, July 1, 2010 at Sunny Isles Beach Government Center, 18070 Collins Avenue, City Clerk's Office, Fourth Floor, Sunny Isles Beach, Florida, 33160. RFP No. 10-07-01 is also available from DemandStar by calling (800) 711-1712 or by accessing their website at www.demandstar.com. The RFP contains detailed and specific information about the scope of services, submission requirements and selection procedures. One (1) original, four (4) copies of the completed and executed submissions must be delivered to the following address no later than Thursday, July 29, 2010 at 10:00 a.m.: Sunny Isles Beach Government Center 18070 Collins A venue, City Clerk First Floor Meeting Room Sunny Isles Beach, Florida, 33160 The City reserves the right to accept or not accept late submitted bids in the sole discretion of the City Manager or his designee. Interested firms/individuals must complete and return Attachments "c" through "G" included in this RFP. The envelope containing the sealed Proposal must be clearly marked as follows: "SEALED PROPOSAL" RFP NO. 10-07-01 PROFESSIONAL TOWING SERVICES FOR THE CITY OF SUNNY ISLES BEACH POLICE DEPARTMENT. OPENING DATE AND TIME: Thursday, July 29, 2010 at 10:00 a.m. A mandatorv Pre-RFP Submission Conference is scheduled for Thursday, July 15,2010 at 10:00 a.m. at the Sunny Isles Beach Government Center, 18070 Collins Avenue, First Floor Meeting Room, Sunny Isles Beach, Florida. All Proposers planning to submit Submissions are required to attend this meeting. Proposers should allow sufficient time to ensure arrival prior to the indicated time, those arriving after the discussion has begun will not be considered to be in attendance. Submissions from those who have failed to attend will not be accepted. The City of Sunny Isles Beach (the "City") intends to enter into agreements with 2 (two) or more successful Proposers to provide tow services on a rotating basis for the Sunny Isles Beach Police Department in the City of Sunny Isles Beach, Florida. The City also wishes to select 1 (one) or more Proposers as alternates. The contracts will be awarded by the City to the Proposers whose proposals best serve the interests of, and represent the best value to, the City in accordance with the criteria set forth in Section 62-8 of the City Code. The City reserves the right to reject any or all proposals, with or without cause, to waive technical errors and informalities, and to accept the proposal which best serves the interest of and represents the best value to the City. Any questions regarding RFP No. 10-07-01 are to be directed in writing to Captain Michael Grandinetti at the following address: Michael Grandinetti, Captain, Admin. Division, Police Department, City of Sunny Isles Beach, 18070 Collins Avenue, Second Floor, Sunny Isles Beach, Florida 33160. Any questions or clarifications concerning the proposal specifications must be received by Captain Michael Grandinetti at least seven (7) business days prior to the date of the proposal openmg. For further information, please contact Jane A. Hines, CMC, City Clerk at 305-792-1794. Jane A. Hines, CMC, City Clerk City of Sunny Isles Beach 2 CITY OF SUNNY ISLES BEACH, FLORIDA REQUEST FOR PROPOSAL NO. 10-07-01 PROFESSIONAL TOWING SERVICES FOR THE CITY OF SUNNY ISLES BEACH POLICE DEPARTMENT SECTION 1. GENERAL TERMS AND CONDITIONS 1.1 INTRODUCTION Pursuant to Section 287.055, Florida Statutes, the "Contractors' Competitive Negotiation Act", the City of Sunny Isles Beach, Florida, (the "City") a municipality located in Miami-Dade County, Florida, requests qualified Proposers ("Proposers") to submit proposals for professional tow services for the Sunny Isles Beach Police Department in the City of Sunny Isles Beach, Florida. The City of Sunny Isles Beach (the "City") intends to enter into agreements with 2 (two) or more successful Proposers to provide tow services on a rotating basis for the Sunny Isles Beach Police Department in the City of Sunny Isles Beach, Florida. The City also wishes to select 1 (one) or more Proposers as alternates. The contracts will be awarded by the City to the Proposer whose proposal best serves the interests of, and represents the best value to, the City in accordance with the criteria set forth in Section 62- 8 of the City Code. 1.2 BACKGROUND The City of Sunny Isles Beach is located between the Atlantic Ocean and the Intracoastal Waterway on the East and West and 195th Street on the North and Haulover Beach Park on the South. Our City standards stress a high quality of redevelopment with a focus on creating visual corridors to the ocean, with access to the ocean as well as redevelopment of Sunny Isles Boulevard and Collins A venue with a focus on protecting the environment, providing landscaping and developing aesthetically attractive structures. 1.3 SPECIFIC REQUIREMENTS All towing firms that submit proposals shall meet the following minimum qualifications. 1. The firm, or principals of the firm, shall be regularly engaged in the business of providing the services as described herein. The firm shall have a record of performance and operation within Miami-Dade County for a three-year period of time immediately preceding this request for proposal. The firm shall have sufficient financial support, equipment, and organization to insure that they can satisfactorily execute the services if awarded a Contract under the terms and conditions herein stated. There shall not be any pending criminal charges against the firm, principal owners, partners, corporate officers, or management employees. 3 The term "equipment and organization" as used herein shall be construed to mean a fully equipped and well established operation as determined by officials of the Police Department of the City of Sunny Isles Beach. 2. Proposer shall be fully licensed to perform the work described herein and shall comply with all applicable State Statutes and local codes and ordinances. 3. Applicant must have an office and storage facility within 7 miles of the Government Center located at 18070 Collins Avenue, City of Sunny Isles Beach, Florida. 4. Applicant's firm shall be properly identified by signs on the exterior of the structure, i.e. visible from the adjacent access road. 5. Inside Storage - Shall accommodate a minimum of four vehicles. Shall have paved floor, i.e. concrete or asphalt, in a condition acceptable to the City of Sunny Isles Beach Police Department, free of dirt, standing water, vegetation, and/or articles inappropriate to or inconsistent with the operation of a towing service. It shall have a working area of 12' x 20' per vehicle, with at least an 8' ceiling. Shall have an outside window or ventilation system, and lighting sufficient to permit processing of vehicles. It must be located within the property of the Contractor's towing facility or in close proximity (walking distance). Said structure shall provide complete protection from weather and unauthorized entry. 6. Outside Storage - Shall be of a size to hold a minimum of fifty (50) vehicles, properly spaced to provide access for removal or addition of vehicles. Must have a durable surface, properly drained, and enclosed. Shrubbery, trees, and lawns shall be maintained and junk tires and auto parts shall not be stored. It must be screened from all public rights-of-way by a six (6) foot masonry wall, or fence. Any wire at the top of the wall or fence must be in addition to the six (6) foot. No repair work or servicing of vehicles shall be permitted in the storage area. Facility should have video camera required on exterior stored vehicles with at least 10 days of recorded time. Recording 24/7, low light cameras, or lighted storage space. Cameras, security if away from outside facility. The Contractor shall be responsible for all thefts and damage to stored vehicles occurring while the vehicle is in its possession. Cars designated for outside storage shall be charged at the outside storage rate. If the Contractor prefers to use inside storage, he shall not charge a higher rate than the outside storage rate. 7. Office Facilities - Shall include telephone and rest room facilities and work space (i.e. desk, phone). Shall have name and mailing address on front of building. Shall be separate from any other business or enterprise. Office and storage shall be at one location. TWENTY-FOUR HOUR SERVICE FOR RELEASE OF TOWED VEHICLES SHALL BE AVAILABLE. 8. Proposer's business and storage facilities shall comply with all applicable Building, Zoning, and Fire regulations. 4 9. Applicant is presumed to be familiar with all laws, ordinances, rules, and regulations that may in any way affect the work. Ignorance on the part of the Contractor will in no way relieve him from responsibility. 10. Inappropriate decals on tow trucks to be removed. City reserves the right to determine what is inappropriate. 11. To ensure the safe transport of individuals towed, the towing company will conduct the following background of all tow truck drivers: a. Annual drug testing at a facility approved by the City. b. Submit copy of valid Florida driver's license to the City for an annual driving history review. FDLE criminal history (FDLE website). The report will be submitted to the City for approval. The City will consider the totality of the circumstances with emphasis on any felony convictions or convictions of moral turpitude including but not limited to drugs, domestic violence, weapons offenses and sexual offenses. 1.j~ SCOPE OF SERVICES The City of Sunny Isles Beach is inviting licensed towing firms to submit qualifications and proposals to the City for the removal, impounding, and/or storage of junk vehicles, abandoned vehicles, illegally parked vehicles, non-drivable vehicles at accident scenes, the vehicles of prisoners arrested by the City of Sunny Isles Beach Police Department, confiscated vehicles, or for any other reason that arises from the streets or other areas within the City, or from other locations as directed by the Police Department, for a period of three years. It is the City's intent to select 2 (two) or more Contractors to be utilized on a rotating basis. The Contractors shall either be rotated on a, per tow, daily, weekly, monthly or bimonthly basis (every two months). The City also wishes to select 1 (one) or more Contractors as alternates. The alternate Contractors may be utilized in the event the primary Contactors are unable to provide service or fulfill their obligations under the contract and/or in the event of a state of emergency or disaster. 1.5 SUBMISSION DATE CONFERENCE AND MANDATORY PRE-RFP SUBMISSION Proposals must be received by the City Clerk's Office no later than 10:00 a.m., Thursday, July 29, 2010, at the Sunny Isles Beach Government Center, Attn: City Clerk, First Floor Conference Room, 18070 Collins Avenue, Sunny Isles Beach, FL 33160. One (1) original, and four (4) copies of the completed and executed proposal must be delivered by this deadline. Proposals will be opened publicly and read aloud at this time. The City reserves the right to accept or not accept late submitted proposals based on the sole discretion of the City Manager or his designee. 5 _. .- The envelope containing the sealed Proposal must be clearly marked as follows: "SEALED PROPOSAL" RFP NO. 10-07-01 PROFESSIONAL TOWING SERVICES FOR THE CITY OF SUNNY ISLES BEACH POLICE DEPARTMENT OPENING DATE AND TIME: Thursday, July 29, 2010, at 10:00 a.m. A mandatory Pre-RFP Submission Conference is scheduled for Thursday, July 15,2010, at the Sunny Isles Beach Government Center, 18070 Collins Avenue, First Floor Conference Room, Sunny Isles Beach, Florida. All Proposers planning to submit a Proposal are required to attend this meeting. Proposers should allow sufficient time to ensure arrival prior to the indicated time, those arriving after the discussion has begun will not be considered to be in attendance. Submittals from those who have failed to attend will not be accepted. 1.6 ADDITIONAL INFORMATION OR CLARIFICATION Requests for additional information or clarifications must be made in writing and received by Captain Michael Grandinetti, Administrative Division, Police Department, at the address specified in the Public Notice Section of this RFP, in accordance with the deadline for receipt of questions also specified in the Public Notice Section of this RFP. The request for additional information and clarification must contain the RFP number and title, Proposer's name, name of Proposer's contact person, address, phone number, and facsimile number. Electronic facsimile requesting additional information must be received by Captain Michael Grandinetti, Administrative Division, Police Department, for this RFP at the fax number (305) 792-1653. Facsimiles must have a cover sheet which includes, at a minimum, the Proposer's name, name of Proposer's contact person, address, number of pages transmitted, phone number, facsimile number, and RFP number and title. The City will issue responses to inquiries and any other corrections or amendments it deems necessary in written addenda issued prior to the Submission deadline. Proposers should not rely on any representations, statements or explanations other than those made in this RFP or in any written addendum to this RFP. Where there appears to be conflict between the RFP and any addenda issued, the last addendum issued shall prevail. 1.7 SELECTION, AWARD, AND PROTEST PROCEDURES The City will select the Proposer the City determines to be the lowest responsible and responsive Proposer whose proposal best serves the interests of and represents the best value to the City based on the criteria set forth in Section 62.8 of the City Code. The City will act, at its sole discretion, in what it considers to be in the best interest of the City. The City will evaluate the comparable experience, capability, project management, workload, financial strength, and other factors the City deems pertinent and will select the Proposer that it deems to be most qualified. The City will be the sole judge in determining the most qualified firm in accordance with the criteria set forth in Section 62-8 of the City Code. 6 - Any protests or objections to the City's Request for Proposals and/or the selection of the selected Proposer(s) must be submitted in writing in accordance with Section 62-15 of the City Code. If the City and selected Proposer are unable to negotiate a mutually acceptable contract, the City may terminate the contract negotiations and begin negotiations with the other qualified firms. This process may continue until a contract has been executed or all Proposals have been rejected. No Proposer shall have any rights in the subject project or against the City arising from such negotiations. 1.8 CONTRACT EXECUTION A contract will be negotiated and executed between the selected Proposer(s) and the City in substantially the same form as Attachment "H". The successful operation of this contract requires that the selected Proposer(s) act in good faith in all matters relating to carrying out the project and the interpretation of the contract documents. 1.9 INSTRUCTIONS Careful attention must be given to all requested items contained in this RFP. Proposers are invited to submit Proposals in accordance with the requirements of this RFP. PLEASE READ THE ENTIRE SOLICITATION BEFORE SUBMITTING A PROPOSAL. Proposers shall make the necessary entry in all blanks provided for the responses. Proposers shall complete and return Attachment "C" through "G" contained in this RFP. The entire set of documents, together with all attachments hereto, constitutes the RFP. Each Proposer must return these documents with all information necessary for the City to properly analyze the response in total and in the same order in which it was issued. Proposer's notes, exceptions, and comments may be rendered on an attachment, provided the same format of this RFP text is followed. All responses to this RFP shall be returned in a sealed envelope or package with the RFP number and opening date clearly noted on the outside of the envelope. Proposers must provide a response to each requirement of the RFP. Responses should be prepared in a concise manner with an emphasis on completeness and clarity. 1.10 CHANGES/ALTERATIONS Proposers may change or withdraw a response at anytime prior to the submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the submission deadline. 1.11 DISCREPANCIES, ERRORS, AND OMISSIONS Any discrepancies, errors, or ambiguities in the RFP or addenda (if any) should be reported in writing by regular mail or facsimile to Captain Michael Grandinetti at the aforementioned contact information. Should it be necessary, a written addendum will be incorporated to the RFP. The City will NOT be responsible for any oral instructions, clarifications, or other communications. 1.12 DISQUALIFICA TION The City reserves the right to disqualify responses before or after the submission deadline, upon evidence of collusion with intent to defraud or other illegal practices on the part of the Proposer. 7 - The City also reserves the right to waive any immaterial defect or informality in any responses to this RFP; to reject any or all responses in whole or in part; or to reissue an RFP for the services described herein. 1.13 SUBMISSION RECEIPT Sealed responses will be accepted in accordance with the instructions detailed on the cover of this RFP. The Proposer shall file all documents necessary to support its response and shall include them with its Proposal. Each Proposer shall be responsible for the actual delivery of responses during business hours to the exact address indicated in this RFP. The City reserves the right to accept or not accept late submitted proposals in the sole discretion of the City Manager or his designee. 1.14 CAPIT AL EXPENDITURES The selected Proposer understands that any capital expenditures that the selected Proposer makes, in order to perform the services required in this RFP is a business risk. The City, however, is not and shall not payor reimburse any capital expenditures or any other expenses, incurred by any Proposer, in anticipation neither of a contract award nor to maintain the approved status of the selected Proposer if a contract is awarded. 1.15 HOLD HARMLESS AND INDEMNIFICATION All Proposers shall hold the City, its officials and employees harmless and covenant not to sue the City, its officials and employees in reference to their decisions to reject, award, or not award a RFP, as applicable. The selected Proposer shall indemnify, defend and hold harmless the City and their agents or employees from and against all claims, damages, losses and expenses including attorneys' fees arising out of or resulting from the performance of the work described in the RFP, provided that any such claim damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than work itself) including the loss of use resulting wherefrom and (b) is caused in whole or in part by any negligent act or omission of the selected Proposer, Sub-Proposer, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused by a party indemnified hereunder. 1.16 RESERVATION OF RIGHTS While pursuing this RFP process, the City reserves the right to: · Accept any or all responses, and the right, in its sole discretion, to accept the Proposer who will best serve the interests of, and represent the best value to, the City in conformity with the criteria set forth in Section 62-8 of the City Code. · Reject any and all qualifications and to seek new qualifications when such a procedure is reasonably in the best interest of the City. · Investigate the financial capability, integrity, experience, and quality of performance of each Proposer, including officers, principals, senior management, and supervisors, as well as staff identified in the response to RFP. 8 · Investigate the Proposer's qualifications or any of its agents, as it deems appropriate · Conduct personal interviews of any or all Proposers prior to selection (the City shall not be liable for any costs incurred by the Proposer(s) in connection with such interviews). . Waive any of the conditions or criteria set forth in this RFP. · The City reserves the right on any advertised selection process to decide whether to select a firm based on submission received in response to this RFP or whether to hold interviews with the firms the City deems best qualified for the project. 1.17 ADDITIONAL INFORMATION · The Submission must clearly be marked on the front of the envelope: "SEALED PROPOSAL" RFP NO. 10-07-01 PROFESSIONAL TOWING SERVICES FOR THE CITY OF SUNNY ISLES BEACH POLICE DEPARTMENT OPENING DATE AND TIME: Thursday, July 29, 2010 at 10:00 a.m. · Questions regarding this RFP must be directed, no later than seven (7) calendar days before the opening of the RFP, to: Michael Grandinetti, Captain Admin. Division, Police Department City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 305-947-4440. Email: mgrandinetti@sibfl.net · Responses to this RFP must be delivered by the stated deadline to: Attn: Jane A. Hines, CMC City Clerk Sunny Isles Beach Government Center 18070 Collins Avenue First Floor Conference Room Sunny Isles Beach, FL 33160 · The opening of the Proposals will be in the First Floor Conference Room, 18070 Collins A venue, Sunny Isles Beach, Florida 33160 at the stated time. · Proposals will be opened publicly and read aloud at this time. · The City is under no obligation to return the Proposals. · The City will not be liable for any cost incurred in the preparation of the response to RFP. · The Proposals shall be prima facie evidence that the Proposer has full knowledge of the scope, nature, quantity and quality of work to be performed; the detailed requirements of the specifications; and the conditions under which the work is to be performed. · The Proposers shall furnish the City with such additional information as the City may reasonably require. · Under no circumstance should any prospective Proposer or anyone acting on their behalf, seek to influence or to gain the support of any member of the City Commission or City Staff favorable to the interest of the prospective Proposer. Likewise, contact with the City 9 - Commission or City Staff against the interest of other prospective Proposers is prohibited. Any such activities may result in the exclusion of the prospective Proposer from consideration by the City. 1.18 ATTACHMENTS The Exhibits to this RFP are as follows: Attachment "A" Maximum Non-Consent Towing Rates Attachment "B" Rates for Towing and Storage of Vehicles Attachment "C" Proposal for Towing Services Attachment "D" Equipment List Attachment "E" Personnel List Attachment "F" Public Entity Crime Affidavit Attachment "G" Non-Collusive Affidavit Attachment "H" Agreement between City and Successful Proposer Proposers shall complete and return Attachments "C" through "G" referenced above. 10 CITY OF SUNNY ISLES BEACH, FLORIDA REQUEST FOR PROPOSAL NO. 10-07-01 PROFESSIONAL TOWING SERVICES FOR THE CITY OF SUNNY ISLES BEACH POLICE DEPARTMENT SECTION 2. ADDITIONAL TERMS AND CONDITIONS 2.1 ANCILLARY SERVICES Any ancillary services are to be performed only if required and appropriate. If any such charges are questioned by the City, and such ancillary services were not noted on the Vehicle Storage Receipt, it shall be the Contractor's responsibility to prove the validity of such charges. 2.2 RESPONSE TIME The response time for the Police Department shall be as follows: The Contractor shall respond to the request for services within twenty (20) minutes of the call for service. If the Contractor is unable to meet their obligation within the twenty-minute time limit, the Contractor shall immediately call the Police Department back and notify them that they cannot respond in a timely manner. The Police Department will then call upon another Contractor for serVIce. The response time for departments other than the Police Department shall be as follows: The Contractor shall respond to requests for service within thirty minutes of the call for service. Contractor shall assess the call for service immediately, and if Contractor realizes that they cannot respond within thirty minutes, the Contractor shall call a subcontractor to respond to the City's call. If contractor fails to meet time limitations the following fines will be imposed as outlined in Section 2.21 2.3 CONTRACTOR'S EQUIPMENT DURING STATE OF EMERGENCY OR DISASTER Each Contractor that is selected by the City and awarded a contract to tow for the City shall be responsible for the following: The Contractor that is on call or on duty for the session or time frame when an emergency or disaster strikes shall have available at least two (2) Class A wreckers or Class A flatbeds at the disposal of the City's Police Department. Contractors that are not on call or not on duty when an emergency or disaster strikes will make available one (1) Class A wrecker or Class A flatbed to the City's Police Department. 11 The City Manager or his designee will declare a state of emergency or state of disaster. The City Manager or his designee will then notify each Contractor that a state of emergency or state of disaster exists and the required equipment is ordered on standby. 2.4 REPORTS In addition to the Vehicle Storage Receipt written by the City's Police officer or aide, or City Inspector at the scene, the following reports will be prepared and maintained by the Contractor(s) at their place of business: 1. A daily log of all calls for service by the City's Police Department will be kept, and two copies submitted to the City's Police Department, once each week, one copy to the Police Department's Administrative Division and one copy to the Administrative Sergeant. 2. A log of all unclaimed vehicles will be submitted to the City's Police Department once each month, two copies, one copy to the Police Department's Administrative Division and one copy to the Administrative Sergeant. 3. A notification log indicating date, time, and method of notification to the registered owner of an impounded vehicle, as in accordance with the State of Florida Statues, EXCEPT THAT NOTIFICATION MUST BE MAILED TO REGISTERED OWNER WITHIN 48 HOURS OF PICK-UP OF VEHICLE. The owner shall not be charged for storage for any days between 48 hours and the actual time of mailing of notification. 4. A release report, along with the administration fees collected, shall be submitted once each month to the Police Department's Administrative Division and one copy to the Administrative Sergeant. 2.5 FINANCIAL ARRANGEMENTS - RATES The rates charged shall be in accordance with the attached rate schedule "A" established by Miami Dade County. By submitting this proposal, the Proposer agrees to charge the rates specified herein. The applicable tow rate structure shall depend upon the requirements of the towed vehicle, rather than the actual tow truck used; e.g. if a Class liB" wrecker is used to tow a sedan, the Class "A" rate structure shall be the basis for charges imposed. The tow rate bid for each class of wrecker shall include clean up at the accident scene, the first hour of waiting time and extra labor at the scene, unlocking doors, and the first ten miles of towing. The Contractor shall collect all towing and storage fees, in compliance with the established rates from the owner of the vehicle or his authorized representative after the City of Sunny Isles Beach Police Department has approved rekase of the vehicle from the storage area. Daily storage charges shall be predicated upon each twenty-four hour period, such charges beginning at the actual time of impounding, e.g. 1:00 p.m. Monday, to 12:59 p.m. Tuesday, will represent one storage-charge day. Pursuant to F.S. 7 13.78(2), no storage fee shall be charged if such vehicle is stored for less than six hours. 12 In the event the owners do not apply for release of the vehicle within the statutory period (F. S. 713.78), the Police Department must be notified prior to any procedure to junk or otherwise dispose of the vehicle. Any confiscated vehicle identified by the Police Department as one for which they are undergoing legal proceedings for transfer of title, or which is being held as part of a criminal investigation, shall be handled in compliance with instructions of the Police Department. The owner shall be furnished with an itemized statement of all charges for the impounding of the vehicle when an impounded vehicle is claimed by the owner. The Contractor shall receive from the vehicle owner a receipt and release for the vehicle and all the personal property therein, and the Contractor shall retain receipts for one year. The City of Sunny Isles Beach shall not be held responsible or liable to the Contractor for non- payment of any towing or storage fees to the Contractor by the owner of the vehicle. Personal property in the vehicle stored by the Contractor shall not be disposed of to defray any charges for towing or storage of vehicles without a court order. 2.6 FORFEITURE/CRIME SCENE TOW RATES All vehicles towed to the City's Police Department for crime scenes and forfeitures will be at no cost to the City. If a vehicle is returned to a towing contractor for release, the Contractor shall charge the contract rates for towing and storage to owner. 2.7 POSTING OF RATES FOR TOWING AND STORAGE Contractors shall have contract rates posted in an area that will be plainly visible to the public (offices, waiting area, etc.). The rates and heading shall be posted wherever the contractor releases vehicles at the storage compound. 2.8 ADMINISTRATIVE FEES FOR STORED VEHICLES A maximum charge not exceeding $20.00 (not as an automatic "add-on", but only when required to comply with Florida Statutes) may be imposed by the Contractor for administrative services, processing of paperwork, clerical work, or title research. Administrative charges refer to and include verification of VIN, search of vehicle for ownership information, preparation of paperwork required by Florida Statutes, preparation and mailing of the notification letter. The Contractor will be required to justify additional letters and charges. Hence, no other charges such as special inspection, release charges, or additional Contractor's administrative fees may be imposed. 2.9 PAYMENT The motor vehicle owner and/or operator shall be responsible for payment of charges imposed by the Contractor in accordance with the contract rate structures set forth in this RFP and the most recent maximum non-consent towing rates published by Miami-Dade County, Florida. Contractor shall accept payment from the vehicle owner or authorized representative for charges in any of at least two of the following forms: 1. Cash, money order, or valid traveler's check. 2. Valid bank credit card. 13 3. Valid personal check showing on its face the name and address of the vehicle owner or authorized representative. 2.10 WAITING TIME AND EXTRA LABOR The cost for any waiting time or extra labor accomplished within sixty minutes of arrival at the scene shall be included in the base tow rate. If such waiting time or extra labor consumes more than sixty minutes, an extra waiting time or extra labor charge per fifteen minutes, or any fraction thereof, may be assessed by the Contractor commencing sixty minutes after arrival at the scene. Any extra waiting time or extra labor charge authorization should be made by a police supervisor when possible, and so indicated in writing on the vehicle storage receipt. Extra time charges shall not be assessed by the Contractor under any circumstances that apply to the clean up and removal of vehicle parts/debris. 2.11 RELEASE The Contractor shall directly release any vehicle that has not been marked "hold" by the City, provided the proper proof of identification and ownership is presented. Any vehicle towed that is marked "hold" cannot be released without written authorization from the City's Police Department. Vehicles can be held up to five (5) days. If the period to hold the vehicle will exceed more than five days, the City's Police Department shall provide written authorization to the Contractor to continue to hold the vehicle, or the vehicle may be removed to the City's Police Department holding facility. The vehicle owner shall be responsible for storage fees from the 1 st through the 5th day. The City's Police Department shall be responsible for the storage fees after the 5th day. The Contractor shall release any vehicle towed in at the request of the City's Police Department only to the driver with sufficient identification, or to the person whose name appears on the title or registration certificate as the registered owner of the vehicle, or to the authorized agent of such person. Persons who make application for the release of such a vehicle shall be required to present proof of ownership by presentation of a title or registration, and where applicable, proof of agency or copy of lease agreement. The storage site must be open for release of vehicles seven (7) days per week, from 8:00 a.m. until 8:00 p.m., and when closed, shall have a sign prominently displayed indicating a telephone number in Miami-Dade County where the operator of the site can be reached at all times. Upon receipt of a telephoned request to open the site to release a vehicle between the hours of 8:00 p.m. and 8:00 a.m., the operator must respond to the site w~thin one (1) hour by having an authorized employee appear at the site to allow release of the vehicle. The phone number posted shall be kept open for the receipt of calls at all times. If that line is busy for five (5) continuous minutes, it shall create a rebuttable presumption that the line has been disconnected in violation of this requirement. 2.12 VIEWING OF IMPOUNDED VEHICLES/REMOV AL OF PERSONAL PROPERTY The Contractor shall allow the registered owner of an impounded vehicle or the registered owner's agent or insurance representative (upon presentation of proper identification) to view and photograph said vehicle on the Contractor's premises between the hours of 8:00 a.m. and 8:00 p.m., 7 days a week, without any restrictions or requirements, other than proof of ownership or agency. If such proof of ownership is claimed to be in the vehicle, the Contractor shall retrieve those items. 14 The Contractor shall permit every vehicle owner or authorized representative to inspect the towed vehicle immediately upon his/her arrival at the storage site and before payment of charges. The vehicle owner or his/her authorized representative shall be permitted to remove from the vehicle any and all personal possessions inside but not affixed to the vehicle, including but not limited to radios and telephones, and all Contractors shall assist any vehicle owner/agent in doing so. No release or waiver concerning payment of towing and storage shall be required as a condition of release of personal property. The above provisions regarding the inspection, viewing, and photographing of a towed vehicle and the release of personal property do not apply to vehicles marked "HOLD" by the Police Department. 2.13 CITY VEHICLES City vehicles up to and including 2 (two) ton trucks shall be towed at no charge anywhere within Miami-Dade County and Broward County. The City will not be charged for any scrap or derelict vehicles disposed of by the tow company. Towing or servicing of City vehicles over 2 (two) tons shall be at the contract rates specified herein. Calls for towing City trucks and buses shall be responded to within thirty minutes. 2.14 INSURANCE Contractor shall provide the City with Certificates of Insurance on all the policies of insurance and renewals thereof in form acceptable to the City. The Garage Liability policy shall provide that the City shall be an additional insured named on the Certificates of Insurance. All policies shall provide that the City shall be notified in writing of any cancellation of said policy at least thirty days prior to the effective date of said cancellation. The Contractor shall procure and maintain during the life of the contract a minimum of the following insurance: . Workers' compensation and employer's liability insurance as required by State Statute. . Garage Liability Insurance in an amount not less than $500,000 per occurrence for bodily injury and property damage combined, endorsed to include: a. Automobile service operations b. Garage Keepers Legal Liability Insurance covering perils of fire and explosion, theft of an entire vehicle, collision, riot and civil commotion, vandalism, and malicious mischief. . Automobile liability insurance that covers all owned, non-owned, and hired vehicles used in connection with the work in an amount not less than $500,000 per occurrence for bodily injury and property damage. 15 The insurance coverage required shall include those classifications as are listed in standard liability insurance manuals that most nearly reflect the operations of the Contractor. All insurance policies required shall be issued by companies authorized to do business under the laws of the State of Florida. Failure to maintain the insurance required shall be just grounds for suspension or termination of the contract. 2.15 COMPLAINTS AND DISPUTES All complaints regarding the personnel conduct of the City's Police Department in connection with tows under this RFP shall be forwarded to the Chief of Police or his designee within 3 (three) days of the alleged incident. All complaints regarding towing procedures or incidents that occurred in the City shall be forwarded to the Chief of Police or his designee within 3 (three) business days of the alleged incident. If the incident requires formal investigation, the Contractor will be notified of the complaint by certified mail. The Contractor will have five (5) business days to reply to the complaint in writing. After the investigation is completed, a memo will be prepared by the Chief of Police or his designee regarding the outcome. At his discretion, the Chief of Police may reprimand the Contractor in writing or suspend the Contractor for up to 96 hours during their towing month(s). The Chief of Police will report directly to the City Manager for suspensions of more than 96 hours, or for the removal of Contractors from the towing rotation. The Contractor agrees that any complaints received by the City concerning misconduct on the part of the Contractor, such as excessive charges, poor business practices, damage to vehicles, etc., that cannot be resolved between the Contractor and the City's Police Chief or his designee, will be referred to the Police Chiefs office for appropriate action. If the complaint is not resolved to the satisfaction of the Police Chief or the owner of the vehicle, it may be referred to the City Manager's office. 2.16 NO DISCRIMINATION In accordance with Dade County Resolution 9601, the Contractor agrees to make no discrimination because of race, color, creed, or natural origin, with respect to employment of personnel on this project, and that all persons having the experience and skill necessary to perform the work shall be afforded equal opportunity of employment for the work to be performed for this service. 2.17 INSPECTIONS The Contractor agrees that all records, equipment, personnel, office, and storage facilities will be subject to periodic inspections by properly authorized representatives of the City. 2.18 EMPLOYEES The Contractor agrees that all employees will be fingerprinted, photographed, subject to a background check, and issued an LD. card by the City Contractor. The Contractor will assume the normal cost of the same. Corporate officers will also be subject to a background check. The City shall have sole discretion as to whether to qualify and award a contract to any known convicted felons. The Contractor agrees that the owners of the company or the officers of the organization shall be responsible, except as otherwise prohibited by law, for the acts of their employees while on duty. 2.19 CLEANLINESS The Contractor will be responsible for the cleaning of cars and vehicles from the streets and roadways as ordered by the City Police officers or aides. It shall be Contractor's responsibility to remove all glass and debris deposited upon the roadway, and leave the area in complete cleanliness. If the Contractor is called by the City's Police Department to clean up an accident scene where another wrecker service has removed the vehicle, the Contractor may bill the owner of the vehicle in accordance with the rate schedule. 2.20 EQUIPMENT REQUIREMENTS Proposers shall provide and maintain and have available at all times a minimum of the following equipment: Four (4) Class A wreckers Two (2) slide-back carriers, Class A or BOne (1) Class B wrecker One (1) Class C wrecker (or greater) All vehicles must be owned or directly leased by the Contractor. The proposer shall produce evidence of ownership or valid first party lease of the required number of wreckers and slide back carriers. A rental agreement of Class B or C wreckers does not meet the qualifications of this contract. All equipment shall be maintained in a state of readiness for response as delineated in this contract, and be for the sole use of the Contractor. All wreckers will be registered and shall have the appropriate licenses to operate as wreckers. All wreckers shall display a current decal issued by the City. All equipment shall be free of unsightly damages and shall always be clean and presentable to the public. All trucks shall have fenders, doors, hoods, and bumpers intact at all times when in operation. Company names, addresses, and phone numbers shall be visible on both doors of the Contractors call for service vehicles. CLASS" A" WRECKER: 1. Commercially manufactured unit with a rated capacity of not less than 10,000 pounds gross vehicle weight (GVW), according to the manufacturer's identification plate. If there have been any modifications to the truck chassis that changes the GVW, documentation from the dealer or manufacturer supporting the changes must be provided. 2. Dual rear wheels 3. Cab to axle dimension of not less than 56 inches 4. Commercially manufactured hydraulic boom with a minimum total winching capacity of 8,000 pounds. 17 5. 100 feet of 3/8 inch steel core cable per winch 6. Hydraulically operated wheel lift with retracted rating of not less than 3,500 pounds and an extended rating of not less than 2,000 pounds. 7. Tow sling or tow bar with a safe lift rating of 3,500 pounds 8. Dolly equipped 9. Slings and protective devices to prevent damage to towed vehicle 10. Motorcycle sling 11. Four-way lug wrench 12. One pair of jumper cables 13. Air Tank 14. Tire plug kit to fix flat tires CLASS "A" SLIDE BACK CAR CARRIER: 1. Commercially manufactured unit, with a rated capacity of not less than 14,500 pounds GVW. 2. Cab to axle dimension of not less than 102 inches. 3. Dual rear wheels 4. Hydraulically operated winch or winches with a minimum total winching capacity of 8,000 pounds. 5. 65 feet of 3/8 inch steel core cable per winch 6. Minimum of 17' hydraulically operated slide back or tilt bed 7. Four-way lug wrench 8. Two tie down chains, each ten feet in length. 9. One pair of jumper cables CLASS "B" WRECKER: 1. Commercially manufactured unit with a rated capacity of not less than 18,000 pounds GVW, according to manufacturer's identification plate. Any modifications to increase GVW must be documented by the dealer or manufacturer. 2. Cab to axle dimension of not less than 84 inches 3. Commercially manufactured boom or booms with a minimum total capacity of 24,000 pounds. 4. 200 feet of 1/2 inch steel core cable for each winch 5. Hydraulically operated winch or winches with a minimum total winching capacity of 24,000 pounds 6. Hydraulically operated under reach with a retracted rating of not less than 10,500 pounds and an extended rating of not less than 8,500 pounds 7. Two snatch blocks, minimum of 8,000-pound capacity each 8. Two scotch blocks 9. Six to eight feet of extra towing chain with hooks, minimum 5,000-pound capacity 10. Slings and protective devices to prevent damage to towed vehicles 11. Four-way lug wrench 12. One pair of jumper cables 18 CLASS "B" SLIDE BACK CAR CARRIER 1. Commercially manufactured unit with a rated capacity of not less than 20,000 pounds GVW according to the manufacture's identification plate. Any modification to increase the GVW must be documented by the dealer or manufacture. 2. Cab to axel dimension of not less than 138 inches. 3. Dual rear wheels. 4. 21 feet or longer hydraulically operated slide back tilt bed. 5. Hydraulically operated winch or winches with a minimum winching capacity of 8,000 pounds. 6. 65 feet or longer hydraulically operated slide back or tilt bed. 7. Two-tie-down chains, each ten feet in length. 8. One snatch block, minimum 8,000 pound capacity 9. Four-way lug wench 10. One pair of jumper cables. CLASS "C" WRECKER: 1. Commercially manufactured unit with a rated capacity of not less than 30,000 pounds GVW according to manufacturer's identification plate. Any modifications to increase the GVW must be documented by the dealer or the manufacturer. 2. Cab to bogey dimension of not less than 144 inches 3. Commercially manufactured boom or booms with a minimum total winching capacity of 50,000 pounds. 4. Hydraulically operated winch or winches with a minimum total winching capacity of 50,000 pounds. 5. 200 feet of 5/8 steel core cable per winch. 6. Hydraulically operated under reach with a retracted rating of not less than 25,000 pounds and an extended rating of not less than 12,000 pounds. 7. Rear support jacks or outriggers 8. Two Y2 inch alloy safety chains 9. Tow bar or tow-sling equipped 10. External air hookup and minimum hoses to supply air to disabled vehicles 11. Two snatch blocks, minimum 24,000-pound capacity for each 12. Two scotch blocks 13. Spring brake-air lock 14. Six to eight feet of extra towing chain with hooks, minimum 4,000-pound capacity. CLASS "D" WRECKER 1. Commercially manufactured unit with a rated capacity of not less than 52,000 pounds GVW according to the manufacturer's identification plate. 2. Any modification to increase GVW must be documented by the dealer or manufacturer. 3. Cab to bogey dimension of not less than 180 inches 4. Commercially manufactured booms or booms with a minimum total capacity of 70,000 pounds. 5. Hydraulically operated winch or winches with a minimum total winching capacity of 70,000 pounds. 6. 200 feet of 3/4 inch steel core cable per winch 19 7. Hydraulically operated under reach with a retracted rating of not less than 45,000 pounds and an extended rating of not less than 12,000 pounds. 8. Rear support jacks or outriggers 9. Two Y2 inch alloy safety chains 10. Tow bar or tow-sling equipped 11. External air hookup and minimum hoses to supply air to disabled vehicles 12. Two snatch blocks, minimum 24,000-pound capacity for each. 13. Spring bake-air lock 14. Two scotch blocks 15. Six to eight feet of extra towing chain with hoods, minimum 4,000-pound capacity EQUIPMENT REQUIRED ON EACH VEHICLE 1. Sand or oil absorbent material 2. Heavy duty broom 3. Reflectors 4. Proper safety lights 5. Amber rotational dome light or equivalent 6. Two flood lights at rear 7. Two-way radio 8. Quick-start jumper cable equipment 9. Safety cones (2 minimum, day-glow orange, 2' high) 10. Shovel 11. Axe 12. Fire extinguisher - 5 lb. dry chemical D.L. approved 13. First aid kit, minimum 16 units. 14. Crow bar or pry bar 15. Bolt cutter 16. Water 17. Tire inflation capabilities 18. Extra towing chain (8' to 10' with hooks) 19. Necessary hand tools 20. 4-way lug wrench 21. Steering wheel lock or belt or rope 22. Two jack stands 23. Flashlight 24. Six 30-minute fuses 25. Any other equipment as deemed necessary by the City. 2.21 TERMINATION OF CONTRACT/PENALTIES In the event the Contractor disregards the terms or conditions of this Contract, charges excessive fees, does not respond within the period set forth herein, does not resolve complaints in a timely manner, etc., the City shall have the right to take the following action and/or to terminate the contract immediately without notice depending on the type or severity of the offense: . For First Offense - issue a "Letter of Warning" detailing the violation of the contract. . For Second Offense - suspend the Contractor's operations under the contract for forty-eight (48) hours and utilize the services of another company during this period and impose a $150 20 fine against Contractor for said offense. . For Third Offense - suspend the Contractor's operations under the contract for ninety-six (96) hours and utilize the services of another company during this period and impose a $350.00 fine against Contractor for said offense. . Subsequent offenses may result in longer suspensions with a $500.00 fine or termination of the contract. During a period of suspension, the Contractor cannot tow by assignment or be involved in any other operations administered by the City's Police Department, except for the release of vehicles or moving of vehicles already in the Contractor's possession. The City also reserves the right to cancel the contract without cause after thirty days written notice to the Contractor. 2.22 NON CONSENT TOW RATES: Non Consent Tow Rates shall be in accordance with Miami-Dade County maximum rates and will only be adjusted by Miami-Dade County revisions to these rates. 21 MIAMI..E B3iJ CONSUMER PROTECTION DIVISION 140 WEST FLAGLER STREET SUITE 902 MIAMI, FLORIDA 33130-1561 Tel: (305) 375-3677 ~ Fax: (305) 375-4120 ~ E-mail: consumer@miamidade.gov Miami Dade County, Florida Maximum Non-Consent Towing Rates . Revised 9/13/04 Private Property Impound Tow Class A.. . .. .. .. . .. . .. . .. .. .. .. .. . . .. .. .. .. .. .... .. .. . .. .. . .. .. .. . .. .. .. . .. . .. .. .. . . . .. .. ... Flat Rate $101. 00 Rate if released on scene.............................................................................. $50.50 Class B.................................................................................... ..Flat Rate $165.00 Class C. . . . . . . . . . . .. . . . . . .. . . . . . .. . . . . . . . . . . .. ... .. . . .. .. . . . . . . . . .. . . . .. . . . . .. . . . . . .. . . . . . . . . Flat Rate $235.00 Class D.. . .. . . .. .. .. .. . .. .. .. .. . .. .. . .. ... . . . .. .. .. .. .. . . .. . .. . .. .. .. .. . .. .. .. .. .. .. .. . .. .. .. Flat Rate $300.00 No other fees may be imposed for the first 24 hours the vehicle is in the care, custody and control of the towing operator, except applicable storage fees may be charged after the proper police authority has been notified and the vehicle has been in the possession of the towing operator for at least 6 hours. Police Directed Tow Class A. . . . . .. . . .. .. . . . .. .. .. . . . .. . .. . . .. . . . .. . . . . . .. . . . .. .. . . . . . . . . .. . . . . . . .. .... . . .. . .. .. . .... . . . . . '" $101. 00 Class B.. .. .. . . . . . . . . . . . . .. . . . . . .. . . .. . . . . . . . . . . . . . .. .. .. . . .. . . . . .. . . . . . ... . . . . . . . . .. . .. . .. . . . . . . . . . . . " $165.00 Class C.... ......................................... ........................ ............................ $235.00 Class D......................................................... ....................................... $300.00 Per mile fee for Police Directed Tow (After first five miles) Class A................ .......................... ........................... ...... ....... ................. $3.00 Class B..................................................................... .............................. $3.50 Class C................ ...... ~..... ............ ......... ............................................... .... $4.50 Class D.. ... .... ................................. .... ........ ............... .............................. $5.50 Daily outdoor storage-vehicles 20' or less................................................... $20.00 After first 6 hours (Char eable in 24-hour increments Daily outdoor storage - vehicles longer than 20' ............................................ $35.00 After first 6 hours Char eable in 24-hour increments Daily outdoor storage - small personal vehicles............................................. $10.00 (i.e., motorc cles, A TV's, scooters, etc. After first 6 hours (Char eable in 24-hour increments Daily indoor storage - vehicles 20' or less.................... ........................... .... $25.00 After first 6 hours (Chargeable in 24-hour increments) Indoor storage rates may only be charged upon the direction and authorization of the owner, lien holder, insurance com an re resentative or investi atin olice a enc . Daily indoor storage - vehicles longer than 20' .............................................. $40.00 After first 6 hours (Chargeable in 24-hour increments) Indoor storage rates may only be charged upon the direction and authorization of the owner, lien holder, insurance com an re resentative or investi ative or investi atin olice a enc . Daily indoor storage- small personal vehicles................................... ............ $12.00 (i.e., motorcycles, ATV's, scooters, etc.) After first 6 hours (Chargeable in 24-hour increments) Indoor storage rates may only be charged upon the direction and authorization of the owner, lien holder, insurance com an re resentative or investi atin olice a enc MIAMI-DADEt MIAMI-DADE COUNTY, FLORIDA _ ATTACHMENT "A" 22 Administrative.............................................................. ........................ $30.00 The fee that is charged for title and lien search, advertising costs, and notification of lien holder and owner of the whereabouts and char es a ainst a vehicle or vessel. Extra Time at Scene for Police Directed Tow Class A...................................................... ........................................ ..... $24.25 Class B................................................................................................... $41.25 Class C................................................................................................... $58.75 Class D................................................................................................... $75.00 First one-half hour to be included in the initial cost per call. Charges are 15 minute intervals. Must have the written documentation and approval of the investigating law enforcement a enc /officer. Underwater Recovery Salvage Divers For First Hour/ per driver............................................................................. $125.00 For each additional 15 minutes.... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . . .. $31.25 Per Y4 hour or any fraction thereof over the first hour/per diver. Performed by a certified/professional diver with the written documentation and approval of the investi atin law enforcement officer/a enc . Hazardous material clean-up (Class C & D Only) and disposal as required, mandated and/or licensed through state or local laws and approved by the investigating law enforcement a enc /officer. Towin Com an revailin rates Dollies Class A (exce t Private Pro ert Tows)............................ ................ ...... ...$35.00 er 'ob Lowboy Services Tow Rate (hook-up and 1 st 12 hour at scene........................................................ $235.00 Per Towed Mile after first 5 miles.................................................................... $4.50 Extra Labor/waitin time at scene (after first 12 hour) er Y4 hour thereafter.................. $58.75 MIAMIDADEt MIAMI-DADE COUNTY, FLORIDA _ 23 SCHEDULE "A" RATES FOR TOWING AND STORAGE OF VEmCLES Services and Tow Rates for City-Owned Vehicles Towing of vehicles up to and including 1 ton within Miami-Dade County and Broward County limits. No charl!e Service to vehicles up to and including 1 ton within Miami-Dade County and Broward County limits. No charl!e Towing of City-owned vehicles over 1 ton, including garbage trucks and buses, within Miami-Dade County and Broward County limits. $45.00 Service to City-owned vehicles over 1 ton, including garbage trucks and buses, within Miami-Dade County and Broward County limits. $25.00 A TT ACHMENT "B" 24 Proposal for Towina Services 1. Business Name: 2. Business Address: Phone: Mailing Address: City: Zip: City: Zip: State type of business enterprise (e.g. corporation, association, partnership, organization, joint venture, trust, foundation, firm, group, society, individual natural person, etc.): 3. NAME ALL OWNERS, OFFICERS, AND PERSONS HAVING AN INTEREST IN THE TOWING AGENCY: (Attach additional sheets if necessary) a. NAME SS# ADDRESS PHONE CITY STATE BIRTHDATE b. NAME SS# ADDRESS PHONE CITY STATE BIRTHDATE c. NAME SS# ADDRESS PHONE CITY STATE BIRTHDA TE d. NAME SS# ADDRESS PHONE CITY STATE BIRTHDATE e. NAME SS# ADDRESS PHONE CITY STATE BIRTHDA TE 4. Has the business enterprise, or any person whose name appears in this application, ever been convicted of any crime? If so, list the name, the arrest and conviction record of each person: (Attach Additional sheets if necessary) 5. If a corporation, supply the following: A TT ACHMRNT "C''' 25 Corporate Name: Date Incorporated: State of Charter: 6. What is the fictitious name under which the business will be conducted (if applicable): 7. Has this business ever been suspended, revoked or been the subject of suspension, revocation or violation of Local, County, or State Law? 8. How many wreckers does the towing agency have in each class? Refer to Equipment Requirements of specifications for class description CLASS A WRECKER CLASS A SLIDE BACK CARE CARRIER CLASS B WRECKER CLASS B SLIDE BACK CAR CARRIER CLASS C WRECKER CLASS D WRECKER OTHER: (DESCRIPTION AND NUMBER) Please provide complete information for each wrecker on the attached equipment form. 9. Do you have now or have you had any contracts with private companies? If so, list two, including the name and phone number of your contact at these companies: 10. Has the towing agency filed for insolvency, reorganization or bankruptcy petition (voluntary or involuntary)? 11. List five (5) references preferably public agencies with current or past contracts: AGENCY CONTACT TELEPHONE 12. How long has this towing agency been in the towing business? 26 - 13. How long have the owner(s), listed in item 3, been in the towing business? (List by name) 14. Are the payment office and the storage facility located at the same site? 15. Provide the address of the payment office: 16. Provide the address of the storage facility; indicate how many outside storage spaces are at this facility and how many inside storage spaces: Address: Outside: Inside: 17. Is the towing agency located entirely within the City of North Miami Beach limits? 18. Enclose a copy of your license(s), Certificate of Use and Occupancy, proof of ownership or first party lease of all facilities, Certificates of Insurance, and evidence of ownership or valid first party lease of the wreckers and slide back carriers that will be utilized to perform the services. 19. Complete the attached personnel form including all the employees to be utilized in performance of the contract work. 20. Please attach a narrative statement to describe the Proposer's ability to meet or exceed all request for proposal requirements, the capacity to perform the services specified, and the Proposes ability and commitment to respond in emergency situations. 27 EQUIPMENT LIST Please identify below all vehicles the Proposer intends to utilize for the services required for this contract. Identify whether the unit is presently owned or leased by the Proposer. Please make sure to enclose evidence of ownership or valid first party lease of the equipment. WRECKER MAKE/MODEL YEAR LICENSE TAG NO. OWNED/LEASED CLASS A TT ACHMENT "D" 28 - PERSONNEL Please furnish below the names, present titles, dates of birth, drivers license number, addresses, and telephone numbers of all persons the Proposer intends to utilize in the performance of the contract work. NAME & TITLE DATE DRIVER ADDRESS TELEPHONE OF LICENSE NUMBER BIRTH NUMBER ATTACHMENT "E" . 29 SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a) FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to by for whose business address is and (if applicable) its Federal Employer Identification Number (FEIN) (If the entity had no FEIN, include the Social Security Number of the individual signing this sworn statement: 2. I understand that a "public entity crime" as defined in Paragraph 287. 133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287 . 133(1)(b ), Florida Statutes means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1,1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contenders. 4. I understand that an "affiliate" as defined in Paragraph 287. 133(1)(a), Florida Statutes, means: a. A predecessor or successor of a person convicted of a public entity crime; or b. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity come. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287. 133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for ATTACHMENT "F" 30 the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of any entity. 6. Based on information and belief, the statement which I have marked below is true in a relation to the entity submitting this sworn statement. (Please indicate which one (1) of the following three (3) statements is applicable.) _ (1) Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or any affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. _(2) The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or any affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. _(3) The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or agents who are active in management of the entity, or any affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attached is a copy of the final order.) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE PERIOD OF THE CONTRACT ENTERED INTO , WHICHEVER PERIOD IS LONGER. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR THE CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. SIGNATURE OF AFFIANT (Printed or Typed Legal Name of Affiant) 31 STATE OF FLORIDA ) )ss. COUNTY OF MIAMI-DADE) The foregoing Form was acknowledged before me this day of , 2010, by as of , a Florida corporation, on behalf of said corporation and limited partnership. He/She personally appeared before me and is personally known to me. {NOTARY SEAL} Notary: Print Name Notary Public, State of Florida My Commission Expires: 32 NON-COLLUSION AFFIDAVIT STATE OF FLORIDA COUNTY OF MIAMI-DADE The undersigned being first duly sworn as provided by law, deposes, and says: 1.1. This Affidavit is made with the knowledge and intent that it is to be filed with the City of Sunny Isles Beach City Commission and that it will be relied upon by said City, in any consideration which may give to and any action it may take with respect to this proposal. 1.2. The undersigned IS authorized to make this Affidavit on behalf of, (Name of Corporation, Partnership, Individual, existing under the laws of the State of (Sole Owner, Partner, etc.), a corporation duly organized and of which he is President, etc.) 1.3. Neither the undersigned nor any person, firm, or corporation named in above Paragraph 1.2, nor anyone else to the knowledge of the undersigned, have themselves solicited or employed anyone else to solicit favorable action for this proposal by the City, also that no head of any department or employee therein, or any officer of the City of Sunny Isles Beach, Florida is directly interested therein. 1.4. This proposal is genuine and not collusive or a sham; the person, firm or corporation named above in Paragraph 1.2 has not colluded, conspired, connived or agreed directly or indirectly with any Proposer or person, firm or corporation, to put in a sham proposal, or that such person, firm or corporation, shall refrain from Proposing, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference with any person, firm or corporation, to fix the prices of said proposal or proposals of any other Proposer; and all statements contained in the proposal or proposals described above are true; and further; neither the undersigned, nor the person, firm or corporation named above in Paragraph 1.2, has directly or indirectly submitted said proposal or the contents thereof, or divulged information or data relative thereto, to any association or to any member or agent thereof. AFFIANT'S NAME AFFIANT'S TITLE The foregoing Affidavit was acknowledged before me this_ day of , 2010, by M ~ , a Florida corporation, on behalf of said corporation and limited partnership. He/She personally appeared before me and is personally known to me. { NOTORIAL SEAL} Notary: Print Name: Notary Public, State of Florida My Commission Expires: ATTACHMENT "G" 33 CITY OF SUNNY ISLES BEACH AGREEMENT WITH FOR PROFESSIONAL TOW SERVICES FOR THE SUNNY ISLES 0' ,u" BEACH POLICE DEPARTMENT CONTRACT NO. THIS AGREEMENT made and entered into as of this _ day of ,2010 by and between , a corporation organized and existing under the laws of the State of Florida, having its principal office at (hereinafter referred to as the "Contractor"), and the City of Sunny Isles Beach, a political subdivision of the State of Florida, having its principal office at 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (hereinafter referred to as the "City"), WITNESSETH: WHEREAS, the Contractor has offered to provide Towing and Storage of Vehicles Services that shall conform to the City of Sunny Isles Beach's Request for Proposals (RFP) No. 10- 07-01, all associated addenda and attachments, incorporated herein by reference; and the requirements of this Agreement; and, WHEREAS, the Contractor has submitted a written proposal dated 2010, hereinafter referred to as the "Contractor's Proposal", which is incorporated herein by reference; and WHEREAS, the City desires to procure from the Contractor such Towing and Storage of Vehicles Services for the City, in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following words and expressions used in this Agreement shall be construed as follows, except when it is clear from the context that another meaning is intended: a) The words "Contract" or "Contract Documents" or "Agreement" to mean collectively these terms and conditions of RFP No. 10-07-01 and all associated addenda and attachments, the Contractor's Proposal, and all other attachments hereto and all amendments issued hereto. b) The words "Contract Date" to mean the date on which this Agreement is effective. c) The words "Contract Manager" to mean Michael Grandinetti, Captain Admin. Division, Police Department, or the duly authorized representative designated to manage the Contract. A TT ACHMENT "H" i I 34 d) The word "Contractor" to mean successors and assigns. and its permitted e) The word "Days" to mean Calendar Days. f) The word "Deliverables" to mean all documentation and any items of any nature submitted by the Contractor to the City's Project Manager for review and approval pursuant to the terms of this Agreement. g) The words "directed", "required", "permitted", "ordered", "designated", "selected", "prescribed" or words of like import to mean respectively, the direction, requirement, permission, order, designation, selection or prescription of the City's Project Manager; and similarly the words "approved", "acceptable", "satisfactory", "equal", "necessary", or words of like import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary in the opinion of the City's Project Manager. h) The words "Change Order" or "Extra Work" or "Additional Work" resulting in additions or deletions or modifications to the amount, type or value of the Work and Services as required in this Contract, as directed and/or approved by the City. i) The words "Project Cost" mean the sum of the construction costs, allowances for contingencies, the total cost of design professional and related services provided by consultant, and allowances for such other items as charges of all other professionals and consultants. j) The words "Project Manager" to mean the City Manager or the duly authorized representative designated to manage the Project. k) The words "Work", "Services" "Program", or "Project" to mean all matters and things required to be done by the Contractor in accordance with the provisions of this Contract. ARTICLE 2. ORDER OF PRECEDENCE If there is a conflict between or among the proVISIons of this Agreement, the order of precedence is as follows: 1) these terms and conditions, 2) the City of Sunny Isles Beach's RFP No. 10-07-01 and any associated addenda and attachments thereof, and 3) the Contractor's Proposal. ARTICLE 3. RULES OF INTERPRETATION a) References to a specified Article, section, or schedule shall be construed as reference to that specified Article, or section of, or schedule to this Agreement unless otherwise indicated. b) Reference to any agreement or other instrument shall be deemed to include such agreement or other instrument as such agreement or other instrument may, from time to time, be modified, amended, supplemented, or restated in accordance with its terms. 35 c) The terms "hereof", "herein", "hereinafter", "hereby", "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The titles, headings, captions and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit, amplify or modify the terms of this Contract, nor affect the meaning thereof. ARTICLE 4. NATURE OF THE AGREEMENT a) This Agreement incorporates and includes all prior negotIatIOns, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. b) The Contractor shall provide the services set forth in RFP No. 10-07-01 and any associated addenda and attachments thereof, and render full and prompt cooperation with the City in all aspects of the services performed hereunder. c) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work and Services under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described and delineated. d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform the Work and Services that are necessary for the completion of this Contract. All Work and Services shall be accomplished at the direction of and to the satisfaction of the City's Project Manager. e) The Contractor acknowledges that the City shall be responsible for making all policy decisions regarding RFP No. 10-07-01 and any associated addenda and attachments thereof. The Contractor agrees to implement any and all changes in providing Services hereunder as a result of a policy change implemented by the City. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the City with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes. ARTICLE 5. CONTRACT TERM AND TIME FOR COMPLETION The Contract shall become effective on , 2010 and shall be for the duration of three (3) years. The City, at its sole discretion, reserves the right to exercise the option to renew this Contract for additional one-year periods through mutual agreement in writing by all 36 parties. The City will notify the vendor in writing of the extension. ARTICLE 6. NOTICE REQUIREMENTS All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if delivered by Registered or Certified Mail, with return receipt requested; or delivered personally; or delivered via fax or e-mail (if provided below) and followed with delivery of hard copy; and in any case addressed as follows: (1) To the City Michael Grandinetti, Captain Admin. Division, City of Sunny Isles Beach Police Department 18070 Collins Avenue City of Sunny Isles Beach, FL 33160 Phone: 305-947-4440 (2) To the Contractor Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. ARTICLE 7. BASIS OF COMPENSATION The Contractor agrees to provide Towing and Storage of Vehicles Services as defined in the City's Request for Proposal No. 10-07-01 and as agreed upon in the Vendor's response thereto. ARTICLE 8. PAYMENT FOR SERVICES/AMOUNT OBLIGATED The Contractor warrants that it has reviewed the City's requirements and has asked such questions and conducted such other inquiries as the Contractor deemed necessary in order to determine the price the Contractor will charge to provide the Work and Services to be performed under this Contract. The compensation for all Work and Services performed under this Contract, including all costs associated with such Work and Services, shall be as per the Contractor's response to the City's RFP NO. 10-07-01. The City shall have no obligation to pay the Contractor any additional sum in excess of this amount, except for a change and/or modification to the Contract, which is approved and executed in writing by the City and the Contractor. All Services undertaken by the Contractor before City's approval of this Contract shall be at the Contractor's risk and expense. With respect to travel costs and travel related expenses outside of South Florida, the Contractor agrees to adhere to Section 112.061 of the Florida Statutes as they pertain to out-of-pocket 37 expenses including employee lodging, transportation, per diem, and all miscellaneous cost and fees. The City shall not be liable for any such expenses that have not been approved in advance, in writing, by the City. ARTICLE 9. TOWING RATES The Towing Rates for City-owned vehicles shall remain firm and fixed for the term of the Contract, including any option or extension periods. The Maximum Non-Consent Towing Rates set by Miami-Dade County shall also remain firm for the duration of the contract unless adjusted by the appropriate authorities of Miami-Dade County. Vendor will be notified of such adjustments in writing. ARTICLE 10. INVOICINGIPAYMENT Invoices and associated back-up documentation shall be submitted in duplicate by the Contractor to the City as follows: City of Sunny Isles Beach Finance Department 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Attention: Accounts Payable The City may at any time designate a different address and/or contact person by giving written notice to the other party. ARTICLE 11. INDEMNIFICATION AND INSURANCE In accordance with Chapter 725, Florida Statutes, the Contractor shall defend, indemnify and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, in an amount not less than $1,000,000 per occurrence which shall include attorneys' fees and costs of defense, which the City or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Contractor or its employees, agents, servants, partners, or principals. Furthermore, the Contractor shall pay all claims and losses in an amount not less than $1,000,000 per occurrence in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall cover the City, its officers, employees, agents and instrumentalities and shall include claims, or damages resulting from and/or caused by the negligence, recklessness or intentional wrongful misconduct of the indemnifying party and persons employed by or utilized by the indemnifying party in the performance of the contract. Such obligation to defend, indemnify and hold harmless shall continue notwithstanding any negligence or comparative negligence on the part of the City, including its officers, agents and employees, relating to such loss or damage and shall include all costs, expenses, and liabilities incurred by the City in connection with any such claim, suit, action or cause of action, including the investigation thereof and the defense of any action or proceeding brought thereon and any 38 order, judgment or decree which may be entered in any such action or proceeding or as a result thereof. These provisions shall survive the expiration or termination of this Agreement. Nothing in this Agreement shall be construed to affect in any way the City's rights, privileges, and immunities as set forth in Florida Statutes Section 768.28. Upon City's notification, the Contractor shall furnish to the City Manager or his designee, Certificates of Insurance that indicate that insurance coverage has been obtained, which meets the requirements as outlined below: 1. Worker's Compensation Insurance for all employees of the Contractor as required by Florida Statute 440. Should the Contractor be exempt from this Statute, the Contractor and each employee shall hold the City harmless from any injury incurred during performance of the Contract. The exempt contractor shall also submit a written statement detailing the number of employees and that they are not required to carry Worker's Compensation insurance, and do not anticipate hiring any additional employees during the term of this contract, or a copy of a Certificate of Exemption. 2. Garage Liability Insurance in an amount not less than $500,000 per occurrence for bodily injury and property damage combined, endorsed to include: a. Automobile service operations b. Garage Keepers Legal Liability Insurance covering perils including, but not limited to, fire and explosion, theft of an entire vehicle, collision, riot and civil commotion, vandalism, and malicious mischief, guard dogs. The City of Sunny Isles Beach must be shown as an additional insured with respect to this coverage. The mailing address of City of Sunny Isles Beach, 18070 Collins A venue, Sunny Isles Beach, Florida 33160, as the certificate holder, must appear on the certificate of insurance. 3. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles used in connection with the Services, in an amount not less than $1,000,000 per person and $2,000,000 per occurrence. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operation of the Contractor. 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 "B" as to management, and no less than "Class V" as to financial strength, according to the latest edition of Best's Insurance Guide published by A.M. Best Company, or its equivalent, subject to the approval of the City's Risk Management Division. Certificates of Insurance must indicate that for any cancellation of coverage before the expiration date, the issuing insurance carrier will endeavor to mail thirty (30) day written advance notice to the certificate holder. In addition, the Contractor hereby agrees not to modify the insurance coverage without thirty (30) days written advance notice to the City. 39 -, NOTE: CITY OF SUNNY ISLES BEACH CONTRACT NUMBER AND TITLE MUST APPEAR ON EACH CERTIFICATE OF INSURANCE. Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this section or under any other section in this Agreement. Award of this Contract is contingent upon the receipt of the insurance documents, as required, within fifteen (15) calendar days after City notification to Contractor to comply before the award is made. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Agreement, 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 Agreement within twenty (20) calendar days after City notification to comply, the Contractor shall be in default of the contractual terms and conditions and award of the Contract will be rescinded, unless such time frame for submission has been extended by the City. The Contractor 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 of the Contract, including any and all option years or extension periods that may be granted by the City. If insurance certificates are scheduled to expire during the contractual period, the Contractor shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of thirty (30) calendar days in advance of such expiration. In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall suspend the Contract until such time as the new or renewed certificates are received by the City in the manner prescribed herein; provided, however, that this suspended period does not exceed thirty (30) calendar days. Thereafter, the City may, at its sole discretion, terminate this contract. ARTICLE 12. FAILURE TO COMPLY Contractor agrees that failure to comply with all terms, conditions, and specifications outlined in the Request for Proposal, this Agreement, and letter of award may result in the immediate removal from the rotation schedule and termination of this Agreement. ARTICLE 13. MANNER OF PERFORMANCE a) The Contractor shall provide the Services described herein in a competent and professional manner satisfactory to the City in accordance with the terms and conditions of this Agreement. The City shall be entitled to a satisfactory performance of all Services described lierein and to full and prompt cooperation by the Contractor in all aspects of the Services. At the request of the City, the Contractor shall promptly remove from the project any Contractor's employee, or, or any other person performing Services hereunder. The Contractor agrees that such removal of any of its employees does not require the termination or demotion of any employee by the Contractor. b) The Contractor agrees to defend, hold harmless and indemnify the City and shall be liable and responsible for any and all claims, suits, actions, damages and costs (including attorney's fees and court costs) made against the City, occurring on account of, arising from or in connection with the removal and replacement of any Contractor's personnel 40 performing Services hereunder at the behest of the City. Removal and replacement of any Contractor's personnel as used in this Article shall not require the termination and or demotion of such Contractor's personnel. c) The Contractor agrees that at all times it will employ, maintain and assign to the performance of the Services a sufficient number of competent and qualified professionals and other personnel to meet the requirements to which reference is hereinafter made. The Contractor agrees to adjust its personnel staffing levels or to replace any of its personnel if so directed upon reasonable request from the City, should the City make a determination, in its sole discretion, that said personnel staffing is inappropriate or that any individual is not performing in a manner consistent with the requirements for such a position. d) The Contractor warrants and represents that its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character and licenses as necessary to perform the Services described herein, in a competent and professional manner. e) The Contractor shall at all times cooperate with the City and coordinate its respective work efforts to most effectively and efficiently maintain the progress in performing the Services. f) The Contractor shall comply with all provisions of all federal, state and local laws, statutes, ordinances, and regulations that are applicable to the performance of this Agreement. ARTICLE 14. EMPLOYEES ARE THE RESPONSIBILITY OF THE CONTRACTOR All employees of the Contractor shall be considered to be, at all times, employees of the Contractor under its sole direction and not employees or agents of the City. The Contractor shall supply competent employees. The City of Sunny Isles Beach may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on City property is not in the best interest of the City. Each employee shall have and wear proper identification. ARTICLE 15. INDEPENDENT CONTRACTOR RELATIONSHIP The Contractor is, and shall be, in the performance of all Services and actIvIties under this Agreement, an independent contractor, and not an employee, agent or servant of the City. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the Contractor's sole direction, supervision and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Contractor's relationship and the relationship of its employees to the City shall be that of an independent contractor and not as employees and agents of the City. The Contractor does not have the power or authority to bind the City in any promise, agreement or representation other than specifically provided for in this Agreement. ARTICLE 16. INITIAL DISPUTE RESOLUTION PROCEDURE a) The Contractor hereby acknowledges that the City's Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without 41 limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation before or subsequent to acceptance of the Proposal; questions as to the interpretation of the Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly obey and follow every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the parties to this Agreement authorize the City Manager or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the City Manager's purview as set forth above shall be conclusive, final and binding on parties. Any such dispute shall be brought, if at all, before the City Manager within 10 days of the occurrence, event or act out of which the dispute arises. e) The City Manager may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor's performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the City Manager participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the City Manager for a decision, together with all evidence and other pertinent information in regard to such questions, in order that a fair and impartial decision may be made. The parties agree that whenever the City Manager is entitled to exercise discretion or judgment or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be deemed fair and impartial when exercised or taken. The City Manager, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. f) The Contractor shall be prohibited from pursuing additional dispute resolution procedures set forth in Article 17 below without first exhausting the provisions of this Article. 42 ARTICLE 17. INITIAL DISPUTE RESOLUTION PROCEDURE The merits of any dispute arising under, out of, in connection with, or in relation to this agreement, or the making or validity thereof, or its interpretation, or any breach thereof, shall be determined and settled by Arbitration before an Arbitrator in the State of Florida, pursuant to the Commercial Arbitration Rules then obtaining of the American Arbitration Association. If the parties hereto are unable to agree upon the selection of an arbitrator, such arbitration shall be held before the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties hereto and a judgment thereon may be entered in the highest court of the State of Florida having jurisdiction. Before submitting a dispute to Arbitration, the parties shall first attempt to resolve'the dispute amicably pursuant to the provisions of Article 16 above. In the event that the parties hereto are unable to resolve the dispute amicably, either party may give notice for a Mediation session before a Mediator appointed by mutual agreement (hereinafter the "Mediator"). If the parties are unable to agree upon the selection of a mediator, such mediation shall be held before the American Arbitration Association. The Mediator shall make a recommendation to the parties in the form of a written mediated settlement agreement. Each party to the dispute shall sign such agreement after receipt of the same or immediately file a demand for Arbitration, in which event the parties shall proceed to Arbitration in accordance with the previous paragraph. All costs of the Arbitration, including Mediation and the legal action to confirm and enforce the arbitrator's award, as the case may be, including the reasonable legal fees of both parties shall be paid by the non-prevailing party, or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of Arbitration and Mediation as may be determined by the court on confirmation. ARTICLE 18. MUTUAL OBLIGATIONS a) This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of both parties. b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related (by virtue of ownership control or statutory control) to a party. ARTICLE 19. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING The Contractor shall maintain, and shall require that its suppliers maintain, complete and accurate records to substantiate compliance with the requirements set forth in the City's RFP No. 10-07-01. Contractor and its suppliers shall retain such records, and all other documents relevant to the Services furnished under this Agreement for a period of three (3) years from the expiration date of this Agreement and any extension thereof. 43 ARTICLE 20. AUDITS The City, or its duly authorized representatives or governmental agencies shall, until the expiration of three (3) years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any of the Contractor's books, documents, papers and records and those of its suppliers which apply to all matters of the City. Such records shall substantially conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions related to this Agreement. The Contractor agrees to grant access to the City's Auditor to all financial and performance- related records, property, and equipment purchased in whole or in part with government funds. The Contractor agrees to maintain an accounting system that provides accounting records that are supported with adequate documentation, and adequate procedures for determining the allowability and allocability of costs. ARTICLE 21. SUBSTITUTION OF PERSONNEL In the event the Contractor wishes to substitute personnel for the key personnel identified by the Contractor's Proposal, the Contractor must notify the City in writing and request written approval for the substitution at least ten (10) business days prior to effecting such substitution. ARTICLE 22. CONSENT OF THE CITY REQUIRED FOR ASSIGNMENT The Contractor shall not assign, transfer, convey or otherwise dispose of this Agreement, including its rights, title or interest in or to the same or any part thereof without the prior written consent of the City. ARTICLE 23. SUB CONTRACTUAL RELATIONS There shall be no sub-contractors for the Services to be performed pursuant to this Agreement. ARTICLE 24. SEVERABILITY If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting such provision. ARTICLE 25. TERMINATION FOR CONVENIENCE AND SUSPENSION OF WORK a) The City may terminate this Agreement if an individual or corporation or other entity attempts to meet its contractual obligation with the City through fraud, misrepresentation or material misstatement. b) The City may, as a further sanction, terminate or cancel any other contract(s) that such individual or corporation or other entity has with the City. Such individual, corporation or other entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees. 44 c) The foregoing notwithstanding, any individual, corporation or other entity which attempts to meet its contractual obligations with the City through fraud, misrepresentation or material misstatement may be debarred from City contracting. In addition to cancellation or termination as otherwise provided in this Agreement, the City may at any time, in its sole discretion, with or without cause, terminate this Agreement by written notice to the Contractor and in such event: d) The Contractor shall, upon receipt of such notice, unless otherwise directed by the City: I. stop work on the date specified in the notice ("the Effective Termination Date"); take such action as may be necessary for the protection and preservation of the City's materials and property; H. cancel orders; IV. assign to the City and deliver to any location designated by the City any non- cancelable orders for Deliverables that are not capable of use except in the performance of this Agreement and which have been specifically developed for the sole purpose of this Agreement and not incorporated in the Services; v. take no action which will increase the amounts payable by the City under this Agreement. e) In the event that the City exercises its right to terminate this Agreement pursuant to this Article the Contractor will be compensated as stated in the payment Articles, herein, for the: I. portion of the Services completed m accordance with the Agreement up to the Effective Termination Date; and H. non-cancelable Deliverables that are not capable of use except in the performance of this Agreement and which have been specifically developed for the sole purpose of this Agreement but not incorporated in the Services. f) All compensation pursuant to this Article is subject to audit. ARTICLE 26. EVENT OF DEFAULT a) An Event of Default shall mean a breach of this Agreement by the Contractor. Without limiting the generality of the foregoing and in addition to those instances referred to herein as a breach, an Event of Default, shall include the following: I. the Contractor has not delivered Deliverables on a timely basis; H. the Contractor has refused or failed, except in any case for which an extension of time is provided, to supply enough properly skilled Staff Personnel; HI. the Contractor has failed to make prompt payment to suppliers for any Services; 45 IV. the Contractor has become insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Contractor's creditors, or the Contractor has taken advantage of any insolvency statute or debtor/creditor law or if the Contractor's affairs have been put in the hands of a receIver; v. the Contractor has failed to obtain the approval of the City where required by this Agreement; VI. the Contractor has failed to provide "adequate assurances" as required under subsection "b" below; and V11. the Contractor has failed in the representation of any warranties stated herein. b) When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to the Contractor's ability to perform the Services or any portion thereof, the City may request that the Contractor, within the time frame set forth in the City's request, provide adequate assurances to the City, in writing, of the Contractor's ability to perform in accordance with terms of this Agreement. Until the City receives such assurances the City may request an adjustment to the compensation received by the Contractor for portions of the Services which the Contractor has not performed. In the event that the Contractor fails to provide to the City the requested assurances within the prescribed time frame, the City may: 1. treat such failure as a repudiation of this Agreement; 111. resort to any remedy for breach provided herein or at law, including but not limited to, taking over the performance of the Services or any part thereof either by itself or through others. c) In the event the City shall terminate this Agreement for default, the City or its designated representatives may immediately take possession of all applicable equipment, materials, products, documentation, reports and data. ARTICLE 27. NOTICE OF DEFAULT - OPPORTUNITY TO CURE ffERMINATION If an Event of Default occurs, in the determination of the City, the City may so notify the Contractor ("Default Notice"), specifying the basis for such default, and advising the Contractor that such default must be cured immediately or this Agreement with the City may be terminated. Notwithstanding, the City may, in its sole discretion, allow the Contractor to rectify the default to the City's reasonable satisfaction within a thirty (30) day period. The City may grant an additional period of such duration as the City shall deem appropriate without waiver of any of the City's rights hereunder, so long as the Contractor has commenced curing such default and is effectuating a cure with diligence and continuity during such thirty (30) day period or any other period which the City prescribes. The default notice shall specify the date the Contractor shall discontinue the Services upon the Termination Date. 46 ARTICLE 28. REMEDIES IN THE EVENT OF DEFAULT If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the default, including but not limited to: a) lost revenues; b) the difference between the cost associated with procuring Services hereunder and the amount actually expended by the City for reprocurement of Services, including procurement and administrative costs; and, c) such other direct damages. The Contractor shall also remain liable for any liabilities and claims related to the Contractor's default. The City may also bring any suit or proceeding for specific performance or for an injunction. ARTICLE 29. PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor warrants that all Deliverables furnished hereunder, including but not limited to: equipment programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any patent, copyrights, service marks, trade secret, or any other third party proprietary rights. b) The Contractor shall be liable and responsible for any and all claims made against the City for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of, or in any way connected with, the Services, or the City's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense, including the payment of attorney's fees, shall indemnify, and hold harmless the City and defend any action brought against the City with respect to any claim, demand, cause of action, debt, or liability. d) In the event any Deliverable or anything provided to the City hereunder, or a portion thereof is held to constitute an infringement and its use is or may be enjoined, the Contractor shall have the obligation, at the City's option, to (i) modify, or require that the applicable or supplier modify, the alleged infringing item(s) at the Contractor's expense, without impairing in any respect the functionality or performance of the item(s), or (ii) procure for the City, at the Contractor's expense, the rights provided under this Agreement to use the item(s). d) The Contractor shall be solely responsible for determining and informing the City whether a prospective supplier is a party to any litigation involving patent or copyright infringement, service mark, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter into agreements with all suppliers at the Contractor's own risk. The City may reject any Deliverable that it believes to be the subject of any such litigation or injunction, or if, in the City's judgment, use thereof would delay the Services or be 47 - unlawful. e) The Contractor shall not infringe any copyright, trademark, service mark, trade secrets, patent rights, or other intellectual property rights in the performance of the Services. ARTICLE 30. CONFIDENTIALITY a) All Developed Works (as defined in Article 32(b) below) and other materials, data, transactions of all forms, financial information, documentation, inventions, designs and methods obtained from the City in connection with the Services performed under this agreement, made or developed by the Contractor in the course of the performance of such Services, or the results of such Services, or to which the City holds the proprietary rights, all City employee information, and City financial information constitute Confidential Information. Confidential Information may not, without the prior written consent of the City, be used by the Contractor or its employees, agents, or suppliers for any purpose other than for the benefit of the City, unless required by law. Neither the Contractor nor its employees, agents, or suppliers may sell, transfer, publish, disclose, display, license, or otherwise make available to others any part of such Confidential Information without the prior written consent of the City. Additionally, the Contractor expressly agrees to be bound by and to defend, indemnify and hold harmless the City, and its officers and employees from the breach of any federal, state, or local law in regard to the privacy of individuals. b) The Contractor shall advise each of its employees, agents, and suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the City in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or supplier's employees, present or former. In addition, the Contractor agrees to cooperate fully and provide any assistance necessary to ensure the confidentiality of the Confidential Information. c) It is understood and agreed that in the event of a breach of this Article, damages may not be an adequate remedy and the City shall be entitled to injunctive relief to restrain any such breach or threatened breach. Unless otherwise requested by the City, upon the completion of the Services performed hereunder, the Contractor shall immediately turn over to the City all such Confidential Information existing in tangible form, and no copies thereof shall be retained by the Contractor or its employees, agents, or suppliers without the prior written consent of the City. A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. ARTICLE 31. PROPRIETARY INFORMATION As a political subdivision of the State of Florida, the City of Sunny Isles Beach is subject to the provisions of Florida's Public Records Law. The Contractor acknowledges that all computer software in the City's possession may constitute or contain information or materials which the City has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain information or materials which the City has developed at its own expense, the disclosure of which could harm the City's proprietary interest therein. 48 During the term of the contract, the Contractor will not use directly or indirectly for itself or for others, or publish or disclose to any third party, or remove from the City's property, any computer programs, data compilations, or other software which the City has developed, has used or is using, is holding for use, or which are otherwise in the possession of the City (hereinafter "Computer Software"). All third-party license agreements must also be honored by the contractors and their employees, except as authorized by the City and, if the Computer Software has been leased or purchased by the City, all third party license agreements must also be honored by the contractors' employees with the approval of the lessor or Contractors thereof. This includes mainframe, minis, telecommunications, personal computers and any and all information technology software. The Contractor will report to the City any information discovered or which is disclosed to the Contractor which may relate to the improper use, publication, disclosure or removal from the City's property of any information technology software and hardware and will take such steps as are within the Contractor's authority to prevent improper use, disclosure or removal. ARTICLE 32. PROPRIETARY RIGHTS a) The Contractor hereby acknowledges and agrees that the City retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the City to the Contractor hereunder or furnished by the Contractor to the City and/or created by the Contractor for delivery to the City, even if unfinished or in process, as a result of the Services the Contractor performs in connection with this Agreement, including all copyright and other proprietary rights therein, which the Contractor as well as its employees, agents, and suppliers may use only in connection with the performance of Services under this Agreement. The Contractor shall not, without the prior written consent of the City, use such documentation on any other project in which the Contractor or its employees, agents, or suppliers are or may become engaged. Submission or distribution by the Contractor to meet official regulatory requirements or for other purposes in connection with the performance of Services under this Agreement shall not be construed as publication in derogation of the City's copyrights or other proprietary rights. b) All rights, title and interest in and to certain inventions, ideas, designs and methods, specifications and other documentation related thereto developed by the Contractor specifically for the City, hereinafter referred to as "Developed Works" shall become the property of the City. c) Accordingly, neither the Contractor nor its employees, agents, or suppliers shall have any proprietary interest in such Developed Works. The Developed Works may not be utilized, reproduced or distributed by or on behalf of the Contractor, or any employee, agent, or supplier thereof, without the prior written consent of the City, except as required for the Contractor's performance hereunder. d) Except as otherwise provided in subsections a, b, and c above, or elsewhere herein, the Contractor and its suppliers hereunder shall retain all proprietary rights in and to all licensed software provided hereunder, that have not been customized to satisfy the performance criteria set forth in the City's RFP No. 10-07-01. Notwithstanding the foregoing, the Contractor hereby grants, and shall require that its suppliers grant, if the City so desires, a perpetual, irrevocable and unrestricted right and license to use, duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such licensed software 49 and the associated specifications, technical data and other documentation for the operations of the City or entities controlling, controlled by, under common control with, or affiliated with the City, or organizations which may hereafter be formed by or become affiliated with the City. Such license specifically includes, but is not limited to, the right of the City to use and/or disclose, in whole or in part, the technical documentation and licensed software, including any source code provided hereunder, to any person or entity outside the City for such person's or entity's use in furnishing any and/or all of the Deliverables provided hereunder exclusively for the City or entities controlling, controlled by, under common control with, or affiliated with the City, or organizations which may hereafter be formed by or become affiliated with the City. No such licensed software, specifications, data, documentation or related information shall be deemed to have been given in confidence and any statement or legend to the contrary shall be void and of no effect. ARTICLE 33. BUSINESS APPLICATION AND FORMS Vendor Application The Contractor shall be a registered vendor with the City for the duration of this Agreement. It is the responsibility of the Contractor to file the appropriate vendor application and to update the application file for any changes for the duration of this Agreement, including any option years. Section 2-11.1(d) of the Miami-Dade County Code as amended by Ordinance 00-1, requires any City employee or any member of the employee's immediate family who has a controlling financial interest, direct or indirect, with the City or any person or agency acting for the City competing or applying for any such contract as it pertains to this solicitation, must first request a conflict of interest opinion from the County's Ethic Commission prior to their or their immediate family member's entering into any contract or transacting any business through a firm, corporation, partnership or business entity in which the employee or any member of the employee's immediate family has a controlling financial interest, direct or indirect, with the City of Sunny Isles Beach or any person or agency acting for the City and that any such contract, agreement or business engagement entered in violation of this subsection, as amended, shall render this Agreement voidable. For additional information, please contact the Ethics Commission hotline at (305) 579-2593. ARTICLE 34. LOCAL, STATE, AND FEDERAL COMPLIANCE REQUIREMENTS Contractor agrees to comply, subject to applicable professional standards, with the provisions of any and all applicable Federal, State, County and City orders, statutes, ordinances, rules and regulations which may pertain to the Services required under this Agreement, or to its facility, including but not limited to: a) Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as amended and applicable to this Contract. b) Miami-Dade County Florida, Department of Small Business Development Participation Provisions, as applicable to this Contract. c) Environmental Protection Agency (EP A), as applicable to this Contract. d) Miami-Dade County Code, Chapter 11A, Article 3. All contractors performing work in connection with this Contract shall provide equal opportunity for employment because of race, religion, color, age, sex, national origin, sexual preference, disability or marital status. 50 The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in a conspicuous place available for employees and applicants for employment, such notices as may be required by the Dade County Fair Housing and Employment Commission, or other authority having jurisdiction over the work setting forth the provisions of the nondiscrimination law. e) "Conflicts of Interest" Section 2-11 of the County Code, and Ordinance 01-199. f) Sunny Isles Beach Purchasing Policies and Procedures Manual Policy 3.6 "Debarment and Suspension" . g) Sunny Isles Beach Code of Ordinances, Chapter 14, Building and Housing; Chapter 16, Property Maintenance and Chapter 24, Zoning and Land Development. Failure to comply with the provisions of this Article is an Event of Default under this Agreement. Notwithstanding any other provision of this Agreement, Contractor shall not be required pursuant to this Agreement to take any action or abstain from taking any action if such action or abstention would, in the good faith determination of the Contractor, constitute a violation of any law or regulation to which Contractor is subject, including but not limited to laws and regulations requiring that Contractor conduct its operations in a safe and sound manner. ARTICLE 35. NONDISCRIMINATION During the performance of this Contract, Contractor agrees to not discriminate against any employee or applicant for employment because of race, religion, color, sex, handicap, marital status, age or national origin, and will take affirmative action to ensure that they are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to recruitment, employment, termination, rates of payor other forms of compensation, and selection for training or retraining, including apprenticeship and on the job training. By entering into this Contract with the City, the Contractor attests that it is not in violation of the Americans with Disabilities Act of 1990 (and related Acts). If the Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor is found by the responsible enforcement agency or the City to be in violation of the Act, such violation shall render this Contract void. This Contract shall be void if the Contractor submits a false affidavit or the Contractor violates the Act during the term of this Contract, even if the Contractor was not in violation at the time it submitted its affidavit. ARTICLE 36. CONFLICT OF INTEREST The Contractor represents that: a) No officer, director, employee, agent, or other consultant of the City or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with the grant of this Agreement. 51 b) There are no undisclosed persons or entItIes interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other consultant of the City, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or member of the immediate family or household of any of the aforesaid: i) is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the services, supplies or work, to which this Agreement relates or in any portion of the revenues; or ii) is an employee, agent, advisor, or consultant to the Contractor, or to the best of the Contractor's knowledge, any supplier to the Contractor. c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of its obligations under this Agreement; provided that the City, in its sole discretion, may consent in writing to such a relationship, and provided the Contractor provides the City with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the City's best interest to consent to such relationship. d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall apply. e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the City's Project Manager. Contractor shall thereafter cooperate with the City's review and investigation of such information, and comply with the instructions Contractor receives from the Project Manager in regard to remedying the situation. ARTICLE 37. PRESS RELEASE OR OTHER PUBLIC COMMUNICATION Under no circumstances shall the Contractor, its employees, agents, and suppliers, without the express written consent of the City: a) Issue or permit to be issued any press release, advertisement or literature of any kind which refers to the City, or the Work being performed hereunder, unless the Contractor first obtains the written approval of the City. Such approval may be withheld if for any reason the City believes that the publication of such information would be harmful to the public interest or is in any way undesirable; and b) Communicate in any way with any contractor, department, board, agency, councilor other organization or any person whether governmental or private in connection with the Services to be performed hereunder except upon prior written approval and instruction of 52 the City; and c) Represent, directly or indirectly, that any product or service provided by the Contractor or such parties has been approved or endorsed by the City, except as may be required by law. ARTICLE 38. BANKRUPTCY The City reserves the right to terminate this contract if, during the term of any contract the Contractor has with the City, the Contractor becomes involved as a debtor in a bankruptcy proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial portion of the property of the Contractor under federal bankruptcy law or any state insolvency law. ARTICLE 39. GOVERNING LAW AND VENUE This Contract, including appendices, and all matters relating to this Contract (whether in contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Florida. The Venue for any legal proceeding under this Agreement shall be in Miami-Dade County, Florida. ARTICLE 40. SURVIVAL The parties acknowledge that any of the obligations in this Agreement will survive the term, termination and cancellation hereof. Accordingly, the respective obligations of the Contractor and the City under this Agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof. (The remainder of this page has been intentionally left blank.) 53 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. WITNESSES: COMPANY Signature Print Name BY: Name & Title WITNESSES: Signature Print Name ATTEST: CITY OF SUNNY ISLES BEACH BY: Jane A. Hines, CMC, City Clerk BY: Norman S. Ede1cup, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: Hans Ottinot, City Attorney 54