City of St. Petersburg — Notice to Offerors stpeterslur Procurement & Supply Management RFP No.: 7964 Buyer Neal Jones Issue Date: Wednesday, March 23, 2016 Phone: 727-892-5297 Submittal Date: Thursday, April 21, 2016 E-mail: [email protected]Time Due: 3:00 p.m. ET, NOTICE IS HEREBY given that sealed proposals will be received by the Procurement & Supply Management Director at his office located at the Municipal Services Center, One 4th Street North, Floor, St. Petersburg, Florida 33701 until: 3:00 p.m. ET, Thursday, April 21, 2016, at which time proposals received will be publicly opened and the names of the Offerors read aloud for: Purchase Description: Multi-Year Distance Running Event Organization and Management Proposals shall be delivered and addressed to: Louis Moore, FNIGP, CPPO, Director Procurement & Supply Management Municipal Services Center One 4th Street North, 5th Floor St. Petersburg, FL 33701 A Pre-Proposal Conference will be held at: 1:30 pm. ET, Thursday, April 7,2016 Procurement & Supply Management Municipal Services Center One 4t Street North, 5th Floor Conference Room: 500 St. Petersburg, FL 33701 Said proposals must conform to the requirements outlined in the Request for Proposal (RFP). Enclosed as part of the RFP are: Part A Instructions to Offerors and General Provisions Part B Proposal Requirements Part C Agreement Part D Special Provisions for Services Specifications — Specifications and proposal submittal forms are open to public inspection at the Procurement Department. Any Offeror who wishes to submit a proposal must download the RFP and addenda from the City’s website http://www.stpete.org/internal-bids.php. Late Offers — Late offers will not be considered and will be returned to Offerors unopened. It is the Offerors’ responsibility to ensure that their proposals have sufficient time to be received by the Procurement Department before the Submittal Deadline. All offers must be submitted on the forms designated by the City and shall be sealed and plainly marked with the label enclosed. Nonconformance with these instructions is grounds for rejection of proposal. The City reserves the right to accept or reject any and all proposals in whole or in part, and to waive minor technicalities, informalities and irregularities. Questions, requests for interpretation, correction, or clarification must be submitted in writing, by e-mail and shall arrive no later than 5:00 p.m.. April 13, 2016. Louis Moore, FNIGP, CPPO Director, Procurement & Supply Management LM : nj Rev (5/11), (10/13), (5114), (7115)
Transcript
City of St. Petersburg
— Notice to Offerorsstpeterslur Procurement & Supply Management
Submittal Date: Thursday, April 21, 2016 E-mail: [email protected] Due: 3:00 p.m. ET,
NOTICE IS HEREBY given that sealed proposals will be received by the Procurement & Supply ManagementDirector at his office located at the Municipal Services Center, One 4th Street North, Floor, St. Petersburg,Florida 33701 until: 3:00 p.m. ET, Thursday, April 21, 2016, at which time proposals received will be publiclyopened and the names of the Offerors read aloud for:
Purchase Description:Multi-Year Distance Running Event Organization and Management
Proposals shall be delivered and addressed to:
Louis Moore, FNIGP, CPPO, DirectorProcurement & Supply ManagementMunicipal Services CenterOne 4th Street North, 5th FloorSt. Petersburg, FL 33701
A Pre-Proposal Conference will be held at: 1:30 pm. ET, Thursday, April 7,2016
Said proposals must conform to the requirements outlined in the Request for Proposal (RFP).
Enclosed as part of the RFP are:
Part A Instructions to Offerors and General ProvisionsPart B Proposal RequirementsPart C AgreementPart D Special Provisions for Services
Specifications — Specifications and proposal submittal forms are open to public inspection at the ProcurementDepartment. Any Offeror who wishes to submit a proposal must download the RFP and addenda from theCity’s website http://www.stpete.org/internal-bids.php.
Late Offers — Late offers will not be considered and will be returned to Offerors unopened. It is the Offerors’responsibility to ensure that their proposals have sufficient time to be received by the Procurement Departmentbefore the Submittal Deadline.
All offers must be submitted on the forms designated by the City and shall be sealed and plainly marked withthe label enclosed. Nonconformance with these instructions is grounds for rejection of proposal. The Cityreserves the right to accept or reject any and all proposals in whole or in part, and to waive minor technicalities,informalities and irregularities.
Questions, requests for interpretation, correction, or clarification must be submitted in writing, by e-mail andshall arrive no later than 5:00 p.m.. April 13, 2016.
Louis Moore, FNIGP, CPPODirector, Procurement &
Supply Management
LM : nj
Rev (5/11), (10/13), (5114), (7115)
a—
stpetersbur
City of St. Petersburg
Proposal Notification
Procurement & Supply Management
I SPECIFICATIONS & PROPOSAL DOCUMENTS ATTACHED IProposal Number: 7964
Telephone Number: 727-892-5297Pre-Proposal Meeting Municipal Services Center, Conference Room 500
Location: One 4th Street NorthSt. Petersburg, Florida 33701
Pre-Proposal Conference: 1:30 pm. ET, Thursday, April 7, 2016Proposal Opening: 3:00 p.m. ET, Thursday, April21, 2016
To view or download this RFP and any addenda go to:http://wwwstpeteorg/internal-bids.php and click on the proposalon this document or the corresponding addendum.
Louis Moore, FNIGP, CPPO, DirectorProcurement & Supply ManagementMunicipal Services CenterOne 4th Street North, 5th FloorSt. Petersburg, FL 33701
I Note: Always use thelabel to the left on all
I packages when returning
I proposal responses.
Notice to Ofterors: Log on to http://www.stpete.org/with the city/index.php and selectthe link to Vendor Registration to register as a supplier.
number referenced above
Return Proposal to:
I
Rev (5/11), (10/13), (7/15)
Table of Contents
Part A — Instructions to Offerors and General Provisions
Intent A-iRequired Review A-iPreparation of the Request for Proposals A-2Questions Received Prior to Closing of Proposals A-2Amendments (Addendum) A-2City Not Responsible for Preparation Costs A-2Submission or Receipt of Proposals A-2Right to Reject Proposal A-3Explanations to Offerors A-3Acceptance of Offer A-3Evaluation Criteria A-3Evaluation of Proposals A-4Negotiations with Offerors A-4Schedule A-4Award without Discussion A-5Award of Agreement A-5Modifications or Withdrawal of Offer A-5Discrepancies, Error, and Omissions A-5Disqualification A-5Execution of Agreement A-5Data Collection A-5Public Entity Crimes A-5Environmentally Preferable Purchasing A-6Offeror Registration A-6Nondiscrimination A-6Prohibited Communication A-6Disputes and Complaints A-7
Part B — Proposal Requirements
Required Format B-iCover Letter B-iTable of Contents B-i
Part C — Base Agreement for Services
Introductory Terms C-2Warranties and Representations C-4General Terms C-4Term C-5Scheduling and Conducting a Running Event C-6Defense of Claims, Indemnification and Insurance C-7Default and Remedies C-9Miscellaneous C-li
Identification of Employees E-1Background Check E-1e-Payables E-1Multiple Source Award E-1Product Labels and MSDS E-2Orders and Invoices E-2Accessibility E-3Damage E-3Completion of Work E-3Summary of Total Sales E-3Performance Evaluation 2-3
Part AInstructions to Offerors and General Provisions
Intent
The city of St. Petersburg, Florida (‘City”) invites qualified firms to submit proposals forthe organization and management of a half or full-marathon event to be held in St.Petersburg’s downtown waterfront area and surrounding areas. It is the City’s intent tonegotiate event agreement(s) with one or possibly more of the offerors. Successfulofferor(s) will work with the City’s Development Administration to coordinate with variouscity departments associated with the co-sponsored event process to produce a half orfull-marathon event and its associated activities. Successful offeror(s) will also developbranding and identity to include naming, logo, slogan, and design scheme that willuniquely identify the event(s). Additional events such as 5k, 10k and fun runs may beincluded in the offerors proposals. Proposed courses and expo areas outside of thewaterfront will be considered.
The City of St. Petersburg hosts approximately 1,000 or more events per year, withnearly 10 million attendees. Many of those events take place along its downtownwaterfront, including but not limited to the Martin Luther King Jr. Drum Major for JusticeParade, Cajun/Zydeco Crawfish Festival, SPIFFS, Festival of Speed, Firestone GrandPrix of St. Petersburg, SPF16, St. Anthony’s Triathlon, Mainsail Art Festival, Tampa BayBlues Festival, Caribbean Carnival, 4th of July Celebration, Warped Tour, Old SaltFishing Tournament, Komen Race for the Cure, Florida Orchestra in the Park, Paws onParade, Making Strides Against Breast Cancer, Ribfest, St. Petersburg Power and SailBoat Show, Snowfest and Santa Parade, the Jingle Bell Run, First Night and the popularSaturday Morning Market.
A co-sponsored event committee, consisting of representatives from various citydepartments including city development administration, parks, recreation, police, fire,marketing, sanitation, risk management, downtown enterprise facilities, parking &transportation, traffic operations, permitting and community affairs works with eventorganizers to coordinate logistics and ensure safety and compliance with the city’sregulations.
It is the City’s desire to cultivate new events that maximize cultural, entertainment andsocial return to the city and its residents while minimizing the expenditure of cityresources on both financial and personnel resources.
The successful offeror(s) will demonstrate how their event best benefits the city’sresidents, healthy lifestyles and works within the balance of available city resources
2. Required Review
Offers are required to carefully review this solicitation for defects and questionable orobjectionable matter Comments concerning defects and objectionable material must bemade in writing to the procurement analyst and received by the City at least 10 daysbefore the proposal closing. This will allow issuance of any necessary addendum. It willalso help prevent opening a defective solicitation and exposure of offeror’s proposalsupon which an award could not be made. A protest based on omission or error, or on the
A-iRev (5111), (9/13), (5114), (6/14)
Request for Proposal Instructions to Offerors and General Provisions
content of the solicitation, will be disallowed if these faults have not been brought to theattention of the City, in writing, at least 10 days before the time set for closing.
3. Preparation of the Request for Proposals
Offerors are expected to examine this RFP and all related documents. Failure to do so isat the Offeror’s risk. Each Offeror shall furnish the information required by this RFP. TheOfferor shall print or type the Offeror’s name, address and telephone number on the facepage, and each continuation sheet must be identified with Offeror’s name.
The Offerors shall retain a copy of all documents for future reference. All proposals mustbe signed with the company or firm’s legal name and by an officer or employee havingauthority to bind the company or firm by his or her signature, and provide proof of suchauthority with its proposal.
4. Questions Received Prior to Closing of Proposals
All questions must be in writing and directed to the Procurement Department andaddressed to the Procurement Analyst. Telephone conversations must be confirmed inwriting. Questions that may be answered by directing the questioner to a specific sectionof the REP may be answered over the telephone or by email. More complex questionsmay require a written addendum to the RFP.
5. Amendments (Addendum)
When an addendum is issued it will be provided to all who were notified of thesolicitation. Offerors must acknowledge receipt of each addendum prior to the hour anddate specified in the solicitation or as amended, following the methods specified in theaddendum. Failure to acknowledge receipt of addendum may result in rejection of yourproposal.
6. City Not Responsible for Preparation Costs
The City will not pay any costs associated with the preparation, submittal, presentationor evaluation of any proposal.
7. Submission or Receipt of Proposals
One original and five (5) hard copies plus five (5) thumb drives or compact disc (“CD”)copies of Offeror’s proposal shall be enclosed in a sealed envelope or carton with theenclosed mailing label securely attached to the outside and delivered in person, bymessenger, or by U.S. Mail to the attention of:
E-mail proposals will not be considered; however, proposals may be modified byfacsimile notice provided such notices are received prior to the hour and date specifiedabove.
Late proposals and modifications will not be considered. Failure to follow the instructionsin this RFP is cause for rejection of offer.
8. Right to Reject Proposal
a. Offers must comply with all the terms of the RFP, the City Procurement Code(Section 2-246) and all applicable state and federal laws. The City may reject anyproposal that does not comply with all of the material and substantial terms,conditions and performance requirements of the RFP.
b. Offerors may not restrict the rights of the City or qualify their proposal. If anofferor does so, the City may determine the proposal to be a non responsivecounter-offer and the proposal may be rejected.
c. Minor informalities, that do not affect responsiveness; that are merely matter ofform or format; that do not change the relative standing or otherwise prejudiceother offers; that do not change the meaning or scope of the RFP; that are trivial,negligible or immaterial in nature; do not effect a material change in the work; or,do not constitute a substantial reservation against a requirement or provisionmay be waived by the City.
d. The City’s right is reserved to reject any or all proposals for any reason and todisregard typographical, mathematical or obvious errors.
9. Explanations to Offerors
Explanations or instructions shall not materially alter this RFP unless they are in writing.Oral explanations or instructions given before the award of the Agreement will not bebinding. If necessary, a written addendum to this RFP will be issued and posted on theCity’s website at http://www.stpete.org/internal-bids.php for download by Offerors.
10. Acceptance of Offer
The signed proposal shall be considered an offer on the part of the Offeror. Such offershall be deemed accepted upon execution of the Agreement.
11. Evaluation Criteria
A-3Rev (5/11), (9/13), (5/14), (6/14), (7/15)
Request for Proposal Instructions to Offerors and General Provisions
Proposals will be evaluated on the following criteria:
CriteriaExperienceQualifications, both financial and personnel resourcesProposalReferencesCosts, if any to the City
12. Evaluation of Proposals
The proposals will be evaluated based solely on the evaluation factors or criteria setforth in this section of the RFP. Where there are multiple responsive proposals to theRFP, a short-listing of two or more Offerors may be made. Negotiations as outlined inthis section may begin with the selected Offerors on the short-list. If there is only oneresponsive proposal, negotiations may proceed with a single offeror. Selected Offerorsmay be required to make presentations.
13. Negotiations with Offerors
a. The City may conduct discussions (negotiations) with selected Offerors for thepurpose of clarification. The purpose of the negotiations shall be to ensure fullunderstanding of the REP requirements, the offeror’s proposal and responses topost-proposal opening and modifications to the REP specifications which are inthe best interest of the City. Negotiations will be limited to specific negotiationissues or subjects which do not significantly change the scope or purpose of theproject for which the RFP was issued. If modifications are made as a result ofthese discussions they shall be put in writing.
b. Following discussions, the City may set a time and date for best and final offersfrom those Offerors with whom discussions were held. Proposals may bereevaluated after receipt of best and final offers.
c. During the negotiation process, selected Offerors shall be accorded fair andequal treatment with respect to any opportunity for discussion and revision ofproposals related to negotiation subjects for the purpose of preparing their bestand final offer which may be requested and received by the City prior to theconclusion of the negotiation process.
d. Amendments, deletions and additions to the selected Offerors original proposalshall be related to the negotiation subjects only.
14. Schedule
Solicitation Wednesday, March 23, 2016Pre-proposal Meeting Thursday, April 7, 2016Question Cut-off Wednesday, April 13, 2016Proposal Due Date Thursday, April 21, 2016Evaluation and Short-listing To be determinedNegotiations and Presentations To be determinedBest and Final Offer To be determined
A-4Rev (5/11), (9/13), (5/14), (6/14), (7/15)
Request for Proposal Instructions to Offerors and General Provisions
Recommendation for Award To be determinedNegotiations Completed To be determinedCity Council Approval To be determined
15. Award Without Discussion
The City may award the Agreement on the basis of initial offers received, withoutdiscussions. Therefore, each initial offer should contain the Offeror’s best terms from acost or price and technical standpoint.
16. Award of Agreement
An award shall be made to the responsible Offeror whose proposal is determined, inwriting, to be the most advantageous to the City, taking into consideration price and theevaluation factors set forth in this RFP.
17. Modification or Withdrawal of Offer
An offer may not be modified, withdrawn, or canceled by the Offerors for 150 daysfollowing the time and date designated for the opening of proposals (except whenrequested by the City for clarification, presentation or best and final offers) and theOfferors so agree by submitting their proposals.
18. Discrepancies, Errors, and Omissions
Any discrepancies, errors, or ambiguities in this RFP or addenda (if any) should bereported in writing to the City’s Procurement & Supply Management Department. Shouldit be found necessary, a written addendum will be incorporated in this REP. The City willnot be responsible for any oral instructions, clarifications, or other communications.
19. Disqualification
The City reserves the right to disqualify Offerors before or after opening, upon evidenceof collusion with intent to defraud or other illegal practices on the part of the Offerors.
20. Execution of Agreement
The individual, firm, or corporation to which the Agreement is awarded shall sign thenecessary agreement entering into a contract with the City, and return it to the Citywithin ten (10) business days from the date the final approved agreement has beenreceived by the successful Offeror. No agreement shall be considered binding upon theCity until it has been properly executed.
21. Data Collection
Pursuant to Elorida Statute 119.071 Social Security Numbers collected from offerors areused for identification, verification and tax reporting purposes.
22. Public Entity Crimes
A-5Rev (5/11), (9113), (5/14), (6/14), (7/15)
Request for Proposal Instructions to Offerors and General Provisions
A person or affiliate who has been placed on the convicted vendor list following aconviction for a public entity crime may not submit a bid on a contract to provide anygoods or services to a public entity, may not submit a bid on a contract with a publicentity for the construction or repair of a public building or public work, may not submitbids on leases of real property to a public entity, may not be awarded or perform work asa contractor, supplier, subcontractor, or consultant under a contract with any publicentity, and may not transact business with any public entity in excess of the thresholdamount provided in Section 287.017, for CATEGORY TWO for a period of 36 monthsfrom the date of being placed on the convicted vendor list.
23. Environmentally Preferable Purchasing
It is the policy of the City to purchase recycled and environmentally preferable goods.This includes products that contain recycled material, reduce toxicity and pollution,conserve energy, conserve water and prevent waste. This policy will be carried outconsistent with the City’s obligations and purpose, and with an overall intent to obtaincompetitive prices to provide value to the taxpayers.
Offerors are encouraged to submit items in their bids that meet the City’sEnvironmentally Preferable Purchasing (“EPP”) program standards. When submittingEPP items for consideration, offerors must submit documentation that substantiates theirclaims. When evaluating submissions where two products are of equal fitness andquality, and the price of the EPP product is equal to or less than that of a non-EPPcontent product, the City will purchase the EPP product.
24. Offeror Registration
Offeror must be registered with the Florida Division of Corporations to do business withinthe State of Florida prior to award of an agreement. Offeror must be registered with theCity as a vendor prior to award of an agreement. The City online Vendor RegistrationForm is available on the City’s website at http://www.stpete.org/with the city/index.php.
25. Discrimination
Vendors and Contractors for the City of St. Petersburg are required to comply withPinellas County Code Section 70-53 (a) (1), regarding discrimination in employment; aswell as all Federal, State and local laws. Pursuant to the Code, Vendors andContractors shall provide workplaces free from discrimination harassment and relatedinappropriate behavior. Behavior that is discriminatory, harassing or otherwiseinappropriate when such behavior is based on an individual’s or group’s race, color,national origin, religion, gender, marital status, age, disability, sexual orientation, geneticinformation or other protected category is considered a violation of the Code. Genderincludes, but is not limited to sex, pregnancy, childbirth or medical conditions related tochildbirth, and gender-related self-identity which can be shown by evidences such asmedical history, care of treatment of the gender-related identity, consistent and uniformassertion of the gender-related identity, or any other evidence that the gender-relatedidentity is sincerely held. Vendors and Contractors are further encouraged to provideworkplaces free of discrimination in terms of conditions of employment, includingbenefits.
26. Prohibited Communication
A-6Rev (5/11), (9113), (5114), (6/14), (7115)
Request for Proposal Instructions to Offerors and General Provisions
Offeror, their agents and representatives are prohibited from lobbying City Council, theMayor, elected officials and their staff, City departments, selection committee membersor city project consultants relative to its proposal or responses to this RFP. Noncompliance with this provision will result in disqualification of Offeror from consideration.
27. Disputes and Complaints
All complaints or grievances should be first submitted orally or in writing to the Directorof Procurement & Supply Management, who will take prompt remedial action. TheDirector of Procurement & Supply Management shall investigate the validity of thecomplaint and present the findings in writing to the Offeror. If the Offeror is dissatisfiedwith the Director of Procurement & Supply Management’s remedies, Offeror may thenmake an appeal to the Mayor’s office, Offerors appeal will be heard by either the Mayoror City Administrator. All complaints, grievances or appeals must be made no later thanseven (7) days preceding the date of the City Council meeting approving the Agreementor no later than seven (7) days following the selecting of the successful Offeror if theAgreement does not need to be approved by City Council.
A-7Rev (5/11), (9/13), (5114), (6/14), (7/15)
Part BProposal Requirements
Required Format
To ensure consistency proposal hard copies must be in 8 1/2 x 11 inch format boundand clearly labeled. The proposal should be individually tabbed for each of the items orsections listed below and include page numbers. The CD-ROM or Thumbdrive,electronic version of the original proposal shall be in pdf or Microsoft Office format. Boththe hard copy(s) and electronic copy(s) shall clearly identify the Offeror and the RFPnumber. The electronic version should be a continuous document in one file.
Cover LetterTable of Contents
Section A — Experience and QualificationsSection B — ReferencesSection C — ProposalSection D — CostsSection E — Acceptance of Base AgreementSection F — ScheduleSection G - OtherSection H - Information Designated a Trade Secret and/or Confidential and/orProprietary
2. Cover Letter
The cover letter must include the full legal name of the firm and the following information;
a. A brief summary of the proposing firm.b. A statement of the Offerors understanding of the scope of services to be
provided.c. The address of the office conducting the services.d. The address of the office that would administer the Agreement.e. The name(s) of the person(s) that will be authorized to make representations for
the Offeror, including their titles, addresses, telephone numbers, and e-mailaddresses.
f. A statement that Offeror acknowledges that its proposal is subject to FloridaPublic Records laws and the requirements of section 0, Proposal Requirements.
The cover letter must be signed by an authorized representative of the company,preferably the president. (Offeror must attach proof to its proposal of signing authority forany representative who signs the cover letter other than the president).
3. Table of Contents
The table of contents must include a clear identification of the material, by section andby page number.
B-IRev (8/13), (9/13)
Request for Proposal Proposal Requirements
Section A. — Experience and Qualifications
Offerors must provide a company profile. Information provided must include:
a. Company ownership. If incorporated, the state in which the company isincorporated and the date of incorporation.
b. Location of the company offices.c. Location of the office servicing this event.d. Number of employees both locally and nationally.e. Location(s) from which employees will be assigned.f. Name, address, and telephone number of the Offeror’s point of contact (account
manager) for a contract resulting from this RFP.g. Company background/history and why Offeror is qualified to provide the services
described in this RFP.h. Length of time Offeror has been providing services described in this RFP. Please
provide a brief description of the services, events and locations.Offeror’s Federal ID number.
j. Resumes that details qualifications and experience for key staff to be responsiblefor performance of any contract resulting from this REP.
k. Offeror’s bank of record.Offeror must include in its proposal a complete disclosure of any significant prioror ongoing contract failures, any civil or criminal litigation or investigation pendingwhich involves the Offerors or in which the Offerors has been judged guilty orliable.
m. Provide documentation of your firm’s financial resources for providing servicesand meeting other financial obligations. (e.g., a copy of your firm’s most recentyears audited financial statement summaries and the notes to the financialstatement or an individual tax return and personal financial statement of networth if you are an individual proprietor, for the most recent year.
Section 5. - References
Offerors should provide a minimum of three references from similar projects performedfor any local government clients within the last three years. Information provided shallinclude:
a. Client name;b. Client address;c. Event dates (starting and ending);d. Client project manager name, e-mail address and telephone number;e. Estimated number of paid participates.
Section C — Technical Proposal
Provide an analysis of your management philosophy, practices and techniques includingyour firm’s strengths and weaknesses. Include a description of your operational activitiesto include the following:
B-2Rev (8/13), (9/13)
Request for Proposal Proposal Requirements
a. Components of event, including all races and formats, healthy lifestyle expos,and ancillary activities, etc.
b. Proposed date(s) of event, including set-up and tear down dates. Please list firstchoice and acceptable alternate dates if applicable.
c. Proposed location of event, including course map(s), site plan(s).d. Estimated number participants in year one, two and three.e. Estimated number of room nights generated within the City of St. Petersburg and
Pinellas County.f. Advertising, branding, naming, logo design, marketing and public relations plan,
including budget and staff responsible.g. Confirmed television coverage if applicable. Please provide contract or letter of
intent.h. Confirmed sponsors and partners if applicable. Please provide contract or letter
of intent.Confirmed charitable partners (both local and national) if applicable. Preferencewill be given to local charities.
j. Any other pertinent conditions (e.g. exclusivity periods, partner events in theregion).
Section D — Cost
Offeror shall provide a complete proforma of the revenue and expenses forecasted tohost and execute the event for years one, two, and three.
Offeror, shall provide a complete list of any financial support requested from the City andor its partner organizations. This should include any cash or in-kind services, with anestimated dollar value to the event.
Offeror, shall provide estimate of expenditures for goods and services procured fromCity businesses, including surrounding communities.
Section E — Acceptance of Base Agreement
In this section, list any exceptions taken to the Base Agreement, specifications. or otherrequirements listed in this REP. You must reference the REP section where exception istaken, a description of the exception, and the proposed alternative, if any. The BaseAgreement and all terms, conditions, specifications and other requirements of this RFPshall be deemed accepted by the Offeror unless excepted to in accordance with thisSection E.
Section F — Schedule
Offerors must provide details regarding the major events, milestones, and other issuesassociated with the complete advertising, logistics installation and successful executionof the event; Time is of the essence for the project.
Section G - Other
B-3Rev (8/13), (9/13)
Request for Proposal Proposal Requirements
In this section include any other information, not previously requested, you believe ispertinent in the evaluation of your firm’s capability to provide the services specified.Also include information regarding any additional and/or value added services your firmcan offer that would be advantageous and provide a competitive advantage to the City.
Section H — Information Designated a Trade Secret andlor Confidential andlorProprietary
All proposals (including all documentation and materials attached to proposals orprovided in connection with this RFP) submitted to the City are subject to Florida’s publicrecords laws (i.e., Chapter 119, Florida Statutes), which requires disclosure of publicrecords, unless exempt, if a public records request is made. Proposals (including alldocumentation and materials attached to proposals or provided in connection with thisRFP (even if in a separate envelope)) submitted to the City cannot be returned. The Citywill not consider proposals if the entire proposal is labeled a Trade Secret and/orConfidential and/or Proprietary.
If Offeror believes that its proposal contains information that is a trade secret (as definedby Florida law) and/or information that is confidential and/or proprietary and thereforeexempt from disclosure then such information must be submitted in a separate envelopeand comply with the following requirements. In addition to submitting the information in aseparate envelope, Offeror must include a general description of the informationdesignated as a trade secret and/or confidential and/or proprietary and provide referenceto the Florida statute or other law which exempts such designated information fromdisclosure in the event a public records request.
The City does not warrant or guarantee that information designated by Offeror as a tradesecret and/or confidential and/or proprietary is a trade secret and/or confidential and/orproprietary and exempt from disclosure. The City offers no opinion as to whether thereference to the Florida statute or other law by Offeror is/are correct and/or accurate.The City will notify Offeror if a public records request is received and Offeror, at its ownexpense, will have forty-eight (48) hours after receipt of such notice (email notice isacceptable notice) to file the necessary court documents to obtain a protective order.
Please be aware that the designation of information as a trade secret and/or confidentialand/or proprietary may be challenged in court by any person or entity. By designation ofinformation as a trade secret and/or confidential and/or proprietary Offeror agrees todefend the City, its employees, agents and elected and appointed officials (“IndemnifiedParties”) against all claims and actions (whether or not a lawsuit is commenced) relatedto its designation of information as a trade secret and/or confidential and/or proprietaryand to hold harmless the Indemnified Parties for any award to a plaintiff for damages,costs and attorneys’ fees, and for costs and attorneys’ fees (including those of the CityAttorney’s office) incurred by the City by reason of any claim or action arising out of orrelated to Offeror’s designation of information as a trade secret and/or confidentialand/or proprietary.
Failure to comply with the requirements above shall be deemed as a waiver by Offeror toclaim that all additional information in its proposal is a trade secret and/or confidentialand/or proprietary regardless if such information is labeled trade secret and/orconfidential and/or proprietary. Offeror acknowledges and agrees that all information in
8-4Rev (8/13), (9/13)
Request for Proposal Proposal Requirements
Offeror’s proposal (not including information in section G) will be disclosed, without anynotice to Offeror, if a public records request is made for such information.
Please be advised that Offeror’s proposal, including the information submitted in aseparate envelope in accordance with the requirements set forth in this Section G, willbe distributed to the Evaluation Committee members, City staff and City Consultants toallow Offeror’s entire proposal, including the information submitted in a separateenvelope, to be evaluated and considered for award of this Contract. The entirecontents of Offeror’s proposal, including the information submitted in a separateenvelope, may be discussed at meetings that are open to the public, subject to therequirements set forth in Chapter 286, Florida Statutes. In the event a public recordsrequest is received the City will notify Offeror and Offeror, at its own expense, will haveforty-eight (48) hours after receipt of such notice (e-mail notice is acceptable notice) tofile the necessary court documents to obtain a protective order.
8-5Rev (8/13), (9/13)
BASE AGREEMENT SEEFING FORTHTHE MINIMUM REQUIREMENTS
The City reserves the right to add, delete or modify the terms and conditions at anytime prior to the final execution of an agreement. Entity will be given the opportunity to takeexception to any additional or modified term or condition in the same manner as set forth inthe Proposal Requirements.
Base Agreeitxnt 263346
AGREEMENTBetween
THE CITY OF ST. PETERSBURG, FLORIDAAnd
ENTITY
THIS AGREEMENT (“Agreement”) is made and entered into this — dayof ,2016 (“Execution Dale”), by and between the City ofSt. Petersburg, Florida, amunicipal corporation (the “City”). and
________________________
(“Entity”) (the City andEntity collectively referred to herein as the “Parties”). and is made in reference to thefollowing facts:
The City desires to provide events that are of interest and benefit to theresidents ofthe City and the City also wishes to expand national and international tourism tothe City as well as otherwise enhance economic opportunities for the benefit of the City andits residents.
2. The City and Entity have agreed that Entity shall produce and conduct aRunning Event (as defined herein) on certain streets and public land of the City pursuant tothe terms and conditions set forth in this Agreement.
ARTICLE I: INTRODUCTORY TERMS
1.1 Recitals. The statements contained in the recitals of fact set forth above(‘Recitals’) are true and correct, and the Recitals are by this reference made a part of thisAgreement.
1.2 Exhibits. The exhibits which are attached to this Agreement are by thisreference made a part ofthis Agreement.
1.3 Abbreviations and Definitions. The following abbreviations and definitionswill be used for purposes of this Agreement:
A. The abbreviations of the Parties set forth in the Preamble will be usedfor purposes of this Agreement.
B. “City Services” means those services customarily provided by the Cityfor its residents and its facilities, including without limitation, services for (i) police, fire andEMS services; (ii) garbage and refuse disposal; (iii) maintenance personnel: (iv) crowdcontrol and traffic control, (vi) utilities, and (vii) any additional services as the City deemsappropriate in its sole and absolute discretion.
C. “City Permit and Use Fees” means the lees and charges imposed bythe City in connection with the issuance ofperniits and the fees and charges imposed by the
Base Agreenx,nl 263346 2
City in connection with Entity’s use ofthe Running Event Facilities (as defined herein).
D. “Concessions” means all concessions associated with a Running Event(as defined herein) offered or provided within the Running Event Facilities, including.without limitation to, (I) food, (2) alcoholic beverages, (3) non-alcoholic beverages. (4)wearing apparel, (5) programs. (6) souvenirs, (7) seating. and (8) all other merchandise orservices offered for sale in connection with a Running Event. ilie term Concessionsspecifically excludes the activities of otherwise properly licensed St. Petersburg merchantsand business persons (excluding sidewalk vendors) in conducting their trade or business attheir regular business premises during a Running Event and the Concessions offered byeither the City or its licensees or parties with which it has contracted to provide Concessionson an annual basis at any City owned property or facility.
E. “Laws” means all existing and future federal, state, and localconstitutions, statutes. ordinances, rules, regulations and resolutions, and all orders anddecrees ollawful authorities having jurisdiction over the matter at issue.
F. “Running Course” means the staging and route(s) mutually agreedupon in writing by the Parties. Once the staging and route(s) have been mutually agreed uponin writing by the Parties, the Running Course will be attached to this Agreementas ExhibitA.
G. “Running Event” means the .anathletic racing event consisting ofparticipants running a race ofa designated distance orracesof various designated distances to be held
_______________________________________
H. “Running Event Facilities” means those lands, improvements.buildings. public or other rights of way, or property, owned, leased to or controlled by theCity or under City authority as mutually agreed upon in writing by the Parties, to be used byEntity for the purpose of staging a Running Event. Once those lands, improvements.buildings. public or other rights of way. or property. owned, leased to or controlled by theCity or under City authority have been mutually agreed upon in writing by the Parties, theRunning Event Facilities will be attached to this Agreement as Exhibit C.
I. “Running Event Period” means from
__________________preceding
the Running Event until
_______________________
Following the Running Event.
i. “Ticket Sale Rights” means the right to sell tickets and othenvisecharge for admission to or participation in the Running Event, and to sell tickets andotherwise charge for admission to or use of the Running Event Facilities in connection withthe Running Event, excluding the right to sell tickets to the general public that are solely forparking.
Base Agrecimnt 263346 3
ARTICLE II: WARRANTIES AND REPRESENTATIONS
2. I Warranties and Representations by Entity. Entity warrants and represents tothe City as follows:
A. Entity isa
__________________.duly
formed.presentlyexistingandin good standing under the laws of the State of
B. All appropriate action exists or has been accomplished by Entity so asto duly authorize the officers set forth below to execute this Agreement and all documentscontemplated hereby on behalf of Entity so as to fully and firmly bind Entity to the terms andprovisions of this Agreement and such other documents.
C. Entity has the financial capability to and shall conduct a RunningEvent in accordance with this Agreement.
2.2 Warranties and Representations by City. The City warrants and represents toEntity as follows:
A. The City is a municipality organized and existing underthe laws oftheState of Florida.
B. All appropriate action exists or has been accomplished by the City soas to duly authorize the officials set forth below to execute this Agreement and all documentscontemplated hereby on behalfofthe City so as to fully and firmly bind the City to thetermsand provisions ofthis Agreement and such other documents.
ARTICLE III: GENERAL TERMS
3.1 Right to Conduct Running Event. The City hereby grants to Entity the rightto produce and conduct a Running Event in accordance with the terms and conditions ofthisAgreement. Entity hereby acknowledges that the City has police powers pursuant toapplicable Laws to take reasonable and appropriate action in the event the conduct of aRunning Event or any portion thereof is endangering the health, safety or welfare of thegeneral public. The Parties acknowledge that it would not be reasonable for the City to takeany action in this regard if the Running Event only produces those effects which are normaland customary for events othis type. The safety ofthe Running Event participants shall becontrolled by and be the sole responsibility of Entity.
3.2 Concession Rights. The City hereby grants Entity the right to operate. or tolicense (in whole or in part) to others, the Concessions associated with the Running Eventduring the Running Event Period. The City agrees not to hereafter extend any Concessionrights to any person or entity otherthan Entity which would permit the operation or licensingof Concessions, or the vending or offering for sale of any goods or services competitive with
Base Agieeim2nl 263346 4
the Concessions; provided, however, the City shall have the right, should it desire, to operatea Concession at the Running Event so long as such Concession does not compete with theConcessions contemplated herein of Entity and its supporting sponsors. Further providedthe City shall also be permitted to operate an informational booth from which Concessionsare not sold. Notwithstanding the foregoing, this grant of rights to Concessions shall notaffect the activities of otherwise properly licensed St. Petersburg merchants and businesspersons in conducting their trade or business at their regular business premises during theRunning Event.
3.3 Ticket Sale Rirzhts and City Rights. The City hereby grants to Entity exclusiveTicket Sale Rights for the Running Event.
3.4 Media and Broadcast Rights. The City hereby grants to Entity the rights tolicense any and all media coverage, television broadcasts, or other broadcasts, locally,nationally, internationally, or otherwise, related to the Running Event. Entity shall noti& theCity ofthe identity of media entities that will cover the Running Event. Entity shall endeavorto reflect in such coverage and broadcast the location of the Running Event and theinvolvement of the City incident to this Agreement. The provisions of this article shallsurvive the termination of this Agreement.
3.5 City Rights.
A. The City shall have the sole and absolute right to name the RunningEvent. The City shall solely own the name for the Running Event and all associatedintellectual property rights.
B. The City shall have the sole and absolute right to brand the RunningEvent. The City shall solely own the brand for the Running Event and all associatedintellectual property rights.
3.6 No Interest in Land. Entity rights pursuant to this Agreement shall not beconstrued as a lease, easement, or other interest in land, buildings or other property oftheCity.
3.7 Ownership of Trademarks. The City shall retain ownership in and to itstrademarks, copyrights, trade names, logos and other intellectual property (“Trademarks”)and Entity shall retain ownership in and to its Trademarks. Except as provided in thisAgreement, neither party shall use or modify the other party’s Trademarks without the priorwritten approval of the other party.
ARTICLE IV: TERM
4.1 Term. The term of this Agreement (“Term”) shall commence on theExecution Date and expire at midnight on May —, 201, unless earlier terminated asprovided for herein.
Base Aereeinmt 263346 5
ARTICLE V: SCHEDULING AND CONDUCTING A RUNNING EVENT
5.1 Obligation to Conduct A Runninrz Event. Entity shall produce and conductanannual Running Event on
__________________,commencing
in the year 201_. Entity shallprovide the City with written notice no later than
_______________during
the Term advisingthe City whether or not it will stage the Running Event for the succeeding year. and ifso,specifying the exact date ofthe Running Event, and a schedule of such events.
5.2 Runnina Event. The Running Event shall be conducted on the RunningCourse on
__________________during
the Running Event Period and shall be held duringdaylight hours only. The Running Event shall be conducted in accordance with the termsand conditions of th is Agreement.
5.3 Set-Up. Operation and Dismantlina Periods. Entity shall have the use of theRunning Event Facilities during the Running Event Period for purposes of set-up of thefacilities and apparatus associated with the Running Event; provided however that theRunning Course will only be blocked offduring the time necessary to conduct the RunningEvent. It is anticipated that all facilities and apparatus associated with the Running Event willbe set-up and dismantled during the Running Event Period. In the event Entity requiresadditional time to dismantle the facilities and apparatus following the Running Event. Entityshall be permitted such additional time beyond the Running Event Period so long as Entityhas commenced the dismantling during the Running Event Period and continues to proceedin a diligent manner to complete the dismantling. Entity shall provide the City with aschedule indicating the dates and location of set-up and dismantling of the facilities andapparatus associated with the Running Event, along with updates and changes thereto assoon as reasonably possible after the necessity for such updates and changes become knownto Entity.
5.4 Cleanup and Restoration. Entity shall be responsible for cleaning up theRunning Event Course and Running Event Facilities at the end of the Running Event. Suchcleanup shall include, without limitation, removal of litter and debris from city streets and theRunning Event Facilities.
5.5. Conditions of Running Event Facilities. Entity shall be responsible topromptly return the Running Events Facilities to the condition they were in immediately priorto the Running Event, reasonable wear and tear excepted. Entity shall be responsible to repairany damage to the Running Event Facilities during the Running Event by reason of Entity orits patrons.
5.6 City Services. The City shall provide City Services for the Running Event.The estimated costs and expenses for City Services and City PenTlit and Use Fees shall bedetermined after the Parties’ mutually agree on the Running Course and the Running EventFacilities. Once determined. the estimated costs and expenses for City Services and CityPermit and Use Fee shall be attached to this Agreement as Exhibit B. Entity shall pay theestimated costs and expenses for City Services and City Permit and Use Fees to the City
tiase AgrccIm2nt 263316 6
sixty (60) days prior to the Running Event. If the costs and expenses for City Services andCity Permit and Use Fees exceed the estimated costs and expenses for City Servicesand CityPermit and Use Fees deposited by Entity, Entity shall pay the City the additional costs andexpenses for City Services and City Permit and Use Fees that exceed the estimated costs andexpenses deposited by Entity within sixty (60) days following the Running Event. In theevent that the costs and expense forCity Services and City Permit and Use Fees are less thanthe estimated costs and expenses for City Services and City Permit and Use Fees depositedby Entity, the City will reimburse Entity within sixty (60) days following the Running Event.
5.7 Compliance with Laws and Related Matters. Entity shall comply with allapplicable Laws, including without limitation, the Florida Public Records Law (Chapter 119,Florida Statutes) and the Americans With Disabilities Act.
5.8 Liability Ibr Expenses. Under no circumstances shall the City be liable forany costs or expenses incurred by Entity in any way related to or connected with theRunning Event unless specifically provided for in this Agreement. Without limiting thegenerality of the foregoing, all obligations of Entity pursuant to this Agreement shall beperformed by Entity at its sole cost and expense unless this Agreement specifically providesotherwise.
5.9 Payment of Taxes. Unless otherwise specifically provided for in thisAgreement, Entity shall pay before they become delinquent all applicable taxes associatedwith the Running Event, including, without limitation, ad valorem taxes that may be assesseddue to Entity’s use ofthe Running Event Facilities.
5.10 Authorizations. Entity shall be responsible for seeking and obtainingany andall permits, licenses, certifications, consents, or other authorizations required by any public orprivate entity or concern for the staging of the Running Event and all other matters inconnection therewith.
5.11 Unanticipated Events and Needs. The Parties acknowledge thatcertain events,needs and changes related to the Running Event cannot be anticipated far in advance (e.g..weather conditions). Each party shall give the other reasonable notice under thecircumstances of request for performance or modification of performance under thisAgreement that could not reasonably have been anticipated pursuant to notice required orcontemplated in other article of this Agreement. In the event such notice is given pursuant tothis Article 5.11, the Parties shall attempt to negotiate such amendments to this Agreementthat may be necessary.
ARTICLE VI: DEFENSE OF CLAIMS, INDEMNIFICATION AND INSURANCE
6.1 Indemnification.
A. Entity shall defend, pay on behalfof. indemnify and hold the City. itsofficers, agents, employees, elected and appointed officials, and volunteers (collectively,
Base Agreenrnt 263346 7
“Indemnified Parties”) harmless from any and all claims, suits, demands, liabilities, losses.damages, liens and fines, regardless of whether a lawsuit is filed (collectively. “Claims”).arising out ofor in any way connected with the Running Event, including but not limited toClaims arising from or in any way connected with set-up or dismantling activities: and fromany and all Claims, which are alleged or claimed to be arising from or in connection with (i)the sole or contributory negligence (active or passive) of Entity. its agents. employees.contractors, subcontractors, concessionaires, licensees, patrons. spectators, volunteers.participants, or customers; (H) the negligence of the Indemnified Parties arising out ofRunning Event; (Hi) the intentional wrongful acts and omissions of Entity. its agents.employees, contractors, subcontractors, concessionaires, licensees, patrons. spectators.volunteers, participants or customers; (iv) the City’s obligations pertaining to defectiveconditions in the Running Event Facilities and any allegations of dangerous condition ofpublic property or premises liability for the property ofthe Indemnified Parties: (v) the failureof Entity. its agents, employees, contractors, subcontractors, concessionaires, licensees,patrons. spectators, volunteers, participants or customers to comply and conform with allapplicable Laws: (vi) the Running Event or any portion thereofobstructingphysicalaccesstoproperty: and (vii) the Running Event or any portion thereof causing a nuisance, includingClaims in the nature of nuisance.
B. The City shall promptly notify Entity in writing ofany claim againstany of the Indemnified Parties of which the foregoing indemnification relates. Entity shallhave the right to control the defense of any Claims subject to indemnification. Entity alsoshall have the right to settle any such Claim provided that Entity pays the entire amount ofsuch settlement and there is no finding of fault against the Indemnified Parties, or asotherwise agreed to in writing by the City.
C. The provisions of this article are independent of. and will not belimited by, any insurance required to be obtained by Entity pursuant to this Agreement orotherwise obtained by Entity, and shall survive the expiration or earlier termination ofthisAgreement with respect to any claims or liability arising in connection with any eventoccurring prior to such expiration or termination.
6.2. Insurance Coveraae.
A. Entity shall carry the following minimum types and amounts ofinsurance at its own expense:
1) Commercial general liability insurance in an amount ofat least OneMillion Dollars ($1,000,000) per occurrence. Two Million Dollars($2,000,000) aggregate in occurrences form. This policy shall includecoverage for (i) personal injury or death or property damage ordestruction; (ii) fire legal liability in the minimum amount of OneHundred Thousand Dollars ($100,000): and (iii) contractual liabilityunder this Agreement.
base Agreeim1nl 263346 8
2) Automobile liability insurance of $1,000,000 combined single limitcovering all owned, hired and non-owned vehicles.
3) Workers’ Compensation insurance as required by Florida law andEmployers’ Liability insurance in an amount of at least $100,000 eachaccident, $100,000 per employee, and $500,000 for all diseases.
4) If approved to dispense alcohol, Liquor Liability Insurance in theamount of One Million Dollars ($1,000,000).
B. All of Entity insurance policies, except Workers’ Compensation, shallname the Indemnified Parties as additional insureds.
C. All policies shall provide that the City will be provided notice at leastthirty (30) days prior to any cancellation, reduction or material change in coverage.
D. Entity shall provide the City with Certificates of Insurance on a standardACORD form reflecting all required coverage. At the City’s request. Entity shall providecopies ofcurrent policies with all applicable endorsements.
E. All insurance required shall be provided by responsible insurers licensedin the State of Florida and rated at least A - in the then current edition of Best’s InsuranceGuide or similar rating service approved by the City.
F. Entity will obtain insurance policies that waive all submgation rights of itsinsurance carriers in favor of the Indemnified Parties. This provision is intended to waivefully, and for the benefit of the Indemnified Parties, any rights or claims which mightgive riseto a right of subrogation in favor of any insurance carrier or Entity.
ARTICLE VII- DEFAULT AND REMEDIES
7.1 Default. The following shall be deemed events ofdefault (“Default”) underthis Agreement:
A. By City. Failure by the City to perform or comply with its obligationsor responsibilities hereunder, which is not cured within a reasonable time, but in no event toexceed thirty (30) days following receipt by the City ofwritten notice from Entity specif’ingwith particularity the Default so claimed. The thirty (30) day curative period provided hereinmay be expanded by so much additional time as is reasonably necessary to cure the Defaultprovided that the City commences to cure such Default within such thirty (30) day periodand thereafter diligently and continuously proceeds to cure the Default.
B. By Entity. Any one or more of the following shall be deemed aDefault by Entity:
Base Awecnl2nI 263346 9
(I) Failure of Entity to perform orcomply with its obligations orresponsibilities hereunder, which is not cured within a reasonable time, but in no event toexceed thirty (30) days following receipt by Entity of written notice from the City specifingwith particularity the Default so claimed. The thirty (30) day curative period provided hereinmay be expanded by so much additional time as is reasonably necessary to cure the Defaultprovided that Entity commences to cure such Default within such thirty (30) day period andthereafter diligently and continuously proceeds to cure the Default.
(2) A principal of Entity shall be adjudicated guilty ofcommiuinga felony and all rights of appeals have expired.
(3) Entity makes a voluntary assignment for the benefit of itscreditors.
(4) Entity files a voluntary petition in bankruptcy or becomes thesubject of an involuntary petition in bankruptcy which is not discharged within sixty (60)days after the filing of such involuntary petition in bankruptcy.
7.2 Remedies.
A. In the event of a Default by a party in the performance of itsobligations and duties as provided in this Agreement which is not cured within any curativeperiod provided herein, the other party shall have the right to immediately file an action witha court of competent jurisdiction requesting an order granting any and all appropriateremedies, legal and equitable. including, without limitation, injunctive relief specificperformance, termination of this Agreement, damages and/or an order requiringorprecludingthe conduct of the Running Event or any portion thereof. The Parties hereto shall complywith the terms and conditions ofany such order until the order is subsequently modified orrevoked by such court or overruled pursuant to an appeal thereof filed by any party hereto;provided, however, that until a court order is obtained establishing the rights and obligationsofthe Parties pursuant to this Agreement and the Default ofa party in the performance ofitsobligations and duties hereunder, no party shall be excused from performance of itsrespective obligations pursuant to this Agreement except as otherwise specifically pwvided inthis Agreement to the contrary.
B. The provisions of this Section 7.2 are subject to the rights oftermination set forth in Section 7.3 below.
C. In no event shall either party be liable for any loss of use, loss oftime.inconvenience, lost profits or other special, incidental or consequential damages in any wayrelated to or arising from this Agreement or the Running Event.
7.3 Termination. Notwithstanding anything contained in Section 7.2 above to thecontrary, the applicable parties shall have the right to terminate this Agreement by writtennotice to the other parties as follows:
Base Aweenrnt 263346 10
A. By City. The City may terminate this Agreement by written noticetoEntity by reason of any Default specified in Section 7.1 B.
B. By Entity. Entity may terminate this Agreement by written notice tothe City by reason of any Default specified in Section 7.1 A or pursuant to Section 8.12.
C. By Court. A court of competent jurisdiction may terminate thisAgreement pursuant to Section 7.2 above following any Default specified in Section 7.1 A.orSection 7.1 B. (I) above which is not cured within the applicable curative period providedtherein.
ARTICLE VIII- MISCELLANEOUS
8. I Notices.
A. Any and all notices to be given to Entity under this Agreement orrequired by law to be given to Entity may be given or served by certified or registered letterdeposited in the U.S. Mail with postage prepaid, overnight courier, or facsimile, addressed to:
B. Any and all notices to be given to the City under this Agreement orrequired by law to be given to the City may be given or served by certified or registered letterdeposited in the U.S. Mail with postage prepaid, overnight courier, or facsimile, addressed to:
City of St. PetersburgP.O. Box 2842St. Petersburg, Florida 3373!727-893-Attn:______________________
C. All notices shall be deemed given or served upon receipt. Any partymay change its address for the giving of notice pursuant to notice given in accordance withthe provisions of this Article 8.!, which notice shall be effective upon receipt by the otherparty.
8.2 Assianment. Entity shall not assign this Agreement, or any part thereofwithout first obtaining the written consent olCity, which consent may be withheld by City atits sole discretion. Any assignment of this Agreement contrary to this Article 8.2. whethervoluntary or involuntary, shall be void and shall confer no rights upon an assignee.
8.3 No Waiver. No provision of this Agreement will be deemed waived by either
Base Agreeii,ent 263346 I I
party unless expressly waived in writing signed by the waiving party. No waiver shall beimplied by delay or any other act or omission ofeither party. No waiver by either party ofany provision of this Agreement shall be deemed a waiver ofsuch provision with respect toany subsequent matter relating to such provision, and the City’s consent respecting anyaction by Entity shall not constitute a waiver of the requirement for obtaining the City’sconsent respecting any subsequent action.
8.4 Severability. In the event that any portion of this Agreement shall be held tobe invalid for any reason, such invalidity shall not affect the remaining portions of thisAgreement and the same shall remain in full force and effect.
8.5 Applicable Law and Venue. This Agreement shall be deemed to have beenexecuted, delivered and performed in the State of Florida and it shall be governed by andinterpreted in accordance with the laws of the State of Florida. Venue for any action broughtin slate courts shall be in Pinellas County. St. Petersburg Division. Venue for any actionbrought in federal court shall be in the Middle District of Florida, Tampa Division, unless adivision shall be created in St. Petersburg or Pinellas County. in which case the action shall bebrought in that division.
8.6 Parties in Interest. All agreements made and entered into in connection withthe transactions contemplated herein shall be binding upon and shall inure to the benefit ofthe Parties hereto, their successors and assigns.
8.7 Captions. Captions are for convenience only and shall not control or affectthe meaning or construction of any ofthe provisions of this Agreement.
8.9 Relationship of Parties. This Agreement does not in any way constitute Entity’as the agent, employee or legal representative of the City for any purpose whatsoever. Entityis in all respects an independent contractor and nothing contained in this Agreement shallcreate or be construed as creating a partnership orjoint venture between the City and Entity.The City shall in no way be responsible for any debts incurred by Entity.
8.10 Nondiscrimination. Entity shall not discriminate against anyone because ofrace, color. religion, gender, national origin, marital status, age. disability, sexual orientation,genetic information or other protected category.
8.11 Force Maieure. Each party shall be excused from performance of itsobligations hereunder when such performance has been delayed, hindered or prevented byany cause or causes beyond such party’s reasonable control. which shall include, withoutlimitation, labor disputes, riots, civil commotion or insurrection, war, war-like operations.orterrorist acts, invasion, rebellion, military or usurped power, sabotage, governmentalrestrictions, regulations or controls, inability to obtain any materials or services, fire or othercasualties, natural disasters or acts of God. In the event any Running Event Facility orportion thereof is destroyed or substantially damaged at any time during the Term by fire.casualty or other cause, the City shall not be required to repair or rebuild such Running Event
I3asc Atuceinnt 263346 I 2
Facility or portion Eliereof. Ifthe Running Course set forth in Exhibit A and/or RunningEvent Facilities seE forth in Exhibit C are unavailable due to circumstances beyond the City’scontrol. the parties shall mutually agree in writing on a revised Exhibit A and/or Exhibit C.
8.12 Consent and Action by Cliv.
A. For purposes of this Agreement. any required written permission.consent, acceptance. approval, or agreement (Approval”) by the City means the Approval ofthe Mayor or his authorized designee. unless otherwise set forth in this Agreement or unlessothenvise required to be exercised by City Council pursuant to the City CharterorapplicableLaws.
B. For purposes of this Agreement. any right of the City to take anyaction pent itted. allowed, or required by this Agreement may be exercised by the Mayor orhis authorized designee, unless otherwise set forth in this Agreement or unless otherwiserequired to be exercised by City Council pursuant to the City Charter or applicable Laws.
813 Non-Appropriation. The obligations of the City as to any fundingrequired pursuant to this Agreement shall be limited to an obligation in any given year tobudget. appropriate and pay from legally available funds, after monies for essential Cityservices have been budgeted and appropriated, sufficient monies for the funding that isrequired during that year. Notwithstanding the foregoing, the City shall not be prohibitedfrom pledging any legally available non-ad valorem revenues for any obligations heretoforeor hereafter incurred, which pledge shall be prior and superior to any obligation ofthe Citypursuant to this Agreement.
8.14 No Third Party Beneficiaries. Persons or entities not a party to this Agreementmay not claim any benefit hereunder or as third party beneficiaries hereto.
8.15 Entire Aureement. This Agreement and the documents to be deliveredhereunder constitute the entire agreement between the Parties pertaining to the subjectmatters covered hereby and there are no oral representations, arrangements orunderstandings between or among the Parties relating to the subject matters of thisAgreement. No change to this Agreement will be valid unless made by a written amendmentduly executed by the Parties.
8.16 Survival. All obligations (including indemnity and payment obligations) orrights of any party arising during or attributable to the period prior to expiration or earliertermination of this Agreement shall survive such expiration or earlier termination.
Base AL5eentn 26334o 13
IN WITNESS WI-IEREOF the Parties hereto have caused this Agreement to beexecuted by their duly authorized representatives on the date irst above written.
By:___________________________Assistant City Attorney
Attachi-nents:Exhibit AExhibit BExhibit C
l3ase Agrcc,Thni 263346 I 4
Special Provisions for Services
Identification of Employees
Contractor’s employees shall wear uniforms or company identification badges displayingcontractor’s name and employee’s name at all time while on city property.
2. Background Check
The City requires background checks on all Contractor employees, who performservices at all City facilities. Contractor shall provide the name, sex, race, date of birth,driver’s license number and issuing state, and social security number for each individualwho will perform services at City facilities. The City requires up to 14 calendar days toprocess background checks. In addition to other considerations, persons with one ormore of the following criteria will fail the City’s background check and will not be allowedto access to City locations:
a. Be listed on the FBI’s list of suspected terrorists.b. Have an outstanding arrest warrant against them.c. Been convicted of, or have pending charges for, a 1st or 2nd Degree Felonyd. Been convicted of, or have pending charges for, drugs or lewd and lascivious
behavior.
Additional background checks may be conducted by the city on Contractor’s employeeswho provide services at high level security sites (e.g., Police, Port, and WaterResource’s facilities)
Florida Statutes state that any person requiring entry to a restricted access areaincluding the city’s Port, must have a State background check per the minimumstandards and a Federal credential TWIC card. Refer to § 311.12 (4) (a) 1 and (6) (a)for current requirements.
3. e-Payables
The city’s preferred method for invoice payment is electronic payment via credit card.Contractor is encouraged to adopt the city’s electronic payment option, which isdesigned to deliver payables quickly and more efficiently than check payments. Thisprocedure is consistent with the city’s obligations and purpose, with an overall intent toutilize technology to provide value to the taxpayers. Details on this option can be foundat http://www.stpete.org/purchase/e payables.asp.
4. Multiple Source Award
A multiple source award may be issued when awarded to two (2) or more Contractors forsimilar products when necessary for adequate delivery, service, or product compatibility.Multiple source awards shall not be made when a single award will meet the City’sneeds without sacrifice of economy or service. Awards shall not be made for thepurpose of dividing the business, making available product or supplier selection to allowfor user preference unrelated to utility or economy, or avoiding the resolution of the
E-1Rev (8113), (5114)
Request for Proposal Special Provisions for Services
offers. Any such awards shall be limited to the least number of suppliers necessary tomeet the valid requirements.
5. Product Labels and MSDS
Contractor shall provide, prior to beginning work, manufacturer’s labels and MSDSinformation for all chemicals to be used in the performance of Agreement.Manufacturer’s labels must include (a) name and manufacturer of chemical; (b)customary use; c) application process: (d) possible hazards: (e) special precautions: (f)emergency treatment in the event chemical is used improperly.
In compliance with Florida’s Occupational Health and Safety Statue (Chapter 442),MSDS information submitted must include: (a) chemical and common names of thesubstance; (b) hazards or risks in the use; c) proper precautions, handling practices,necessary personal protective equipment, and other safety precautions in the use of orexposure/overexposure to the substance; (d) emergency procedures for spills, fire,disposal and first aid; (e) description, in lay terms, of the known specific potential healthrisks posed by the substance; (f) the year and month (if available) the MSDS informationwas compiled and the name, address and emergency telephone number of themanufacturer responsible for preparing the information.
6. Orders and Invoices
a. Orders will be placed against this Agreement via E-mail, FAX, telephone or oralcommunications and shall be accompanied by Agreement Release or PurchaseOrder Numbers.
b. Unless otherwise agreed to, all performance under this Agreement must beaccompanied by delivery tickets or sales slips that must contain the followinginformation as a minimum:(1) Name of Contractor.(2) Agreement Number.(3) Agreement release number or Purchase Order Number.(4) A description of services furnished or supplies delivered, including model
number, National Stock Number (NSN) and City’s item number.(5) Task/delivery order number.(6) Date of purchase.(7) Quantity, unit price, and extension of each item (unit prices and
extensions need not be shown when incompatible with the use ofautomated systems; provided, that the invoice is itemized to show theinformation).
(8) Date of performance.
c. Invoices must be submitted to the address specified within the taskldelivery ordertransmission issued against this Agreement. The Contractor’s invoice mustinclude, at a minimum, the following:(1) City’s Agreement Release or Purchase Order numbers.(2) Name of Contractor.(3) Date of preparation.(4) Contractor’s invoice number.(5) Address to which payment should be mailed.(6) City’s Agreement Release or Purchase Order numbers.
E-2Rev (8/13), (5/14)
Request for Proposal Special Provisions for Services
(7) A description of services furnished or supplies, including quantities, unitprices and extensions.
(8) Discount payment terms.(9) Name of requesting department for whom the shipment was made.
7. Accessibility
Contractor shall fully inform itself regarding any peculiarities and limitations of thespaces available for the performance of work under this Agreement. Contractor shallexercise due and particular caution to determine that all parts of its work are madequickly and easily accessible.
8. Damage
a. Contractor shall be held responsible for any breakage, loss of the City’sequipment or supplies through negligence of Contractor or its employees,subcontractors and agents while working on the City’s premises. Contractorshall be responsible for restoring or replacing any equipment, facilities, and otherproperty so damaged.
b. Contractor shall immediately report to the City any damages to the premisesresulting from performance under this Agreement. Failure or refusal to restore orreplace such damaged property will be a breach of this Agreement.
9. Completion of Work
If Contractor fails to comply with the conditions of this Agreement, or fails to completethe required work or furnish the required materials within the time stipulated, the Cityreserves the right to purchase in the open market, or to complete the required work, atthe expense of Contractor. The City may seek recourse including but not limited to, theprovisions of the performance bond if such bond is required under the conditions of thisAgreement.
10. Summary of Total Sales
Contractor shall furnish the Purchasing Department as requested, a detailed summary ofsales. The sales summary shall include an itemized description of services or suppliesdelivered and dollar amount of each. Failure to provide this information within 30calendar days following the request may result in Contractor being found in default.
Ii. Performance Evaluation
During this Agreement term, Contractor’s performance will be evaluated on multiplecriteria including service, quality, accessibility, responsiveness, documentation, skills,creativity and innovation, customer interfaces and flexibility. Non or substandardperformance may be grounds for termination of this Agreement.
