THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR …

SUBMIT PROPOSALS TO: City of Palm Coast 2 Commerce Blvd. Palm Coast, FL 32164 Attn.: PURCHASING & CONTRACTS MANAGEMENT DIVISION

REQUEST FOR PROPOSALS

and

Proposer Acknowledgment

Contact: Brian Rothwell Purchasing Manager 386-986-3731- Phone 386-986-3724 - Fax [email protected]

RFP-CM-09-01 VENDING SERVICES FOR CITY

BUILDINGS

Pre-Proposal Date: N/A Pre-Proposal Time: N/A

Location of Pre-Proposal Conference: City of Palm Coast City Offices 160 Cypress Point Parkway, Suite B-106 Palm Coast, FL 32164

Proposal Due Date: January 26, 2009

Proposal Due Time: 2:00 PM

Location of Public Closing: City of Palm Coast City Offices 160 Cypress Point Parkway, Suite B-106 Palm Coast, FL 32164

Proposer Name:

Federal Employer ID Number or SS Number:

Mailing Address:

If returning as a "No Submittal", state reason (if so, return only this page):

City, State, Zip:

Type of Entity: (Circle one) Corporation Partnership Proprietorship Joint Venture

X _____________________________________ Authorized Signature (Manual)

Incorporated in the State of:

Telephone Number: Typed Name:

Toll Free Telephone Number: (800) Title:

Fax Number: Date:

THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL

The Applicant is expected to completely analyze the information contained in this Request for Proposals as guidance for the preparation of the submittal. The Applicant’s submittal shall be sufficiently specific, detailed, and complete to clearly and fully demonstrate the Applicant’s understanding of the proposed work requirements.

VENDING SERVICES FOR CITY BUILDINGS

Section 1 – General Description of Services

A. Overview

The City of Palm Coast currently has one or more vending machines in seven buildings within the city limits of the City of Palm Coast. These machines serve 420 City employees and visitors to the various facilities. Machines are primarily cold drink machines, with some snack machines and the City would like to add at least one “healthy” snack machine. A more detailed breakdown of locations is attached to the solicitation, but the number of machines and locations is subject to change, as agreed upon by the City and the contracted vendor.

Be advised that the City of Palm Coast currently has a contract with Pepsi to provide beverage services to all Recreation and Park facilities. In this current RFP, related to all park facilities only snacks shall be proposed. The City, through this RFP, is seeking a vendor to provide machines during the term of the contract, maintain agreed-upon products for sale in the machines, and ensure the proper operation of the machines. The vendor will provide a commission on sales to the City at the percentage proposed in the vendor’s submitted proposal and the vendor will also provide no commission on sales to the City to determine the best interest for the City. (Section 5) The selected vendor will also have the right of refusal in adding additional machines in existing buildings and/or service compatible with the overall scope of this RFP. B. Scope of Work 1. Product Selection – Contracted vendor must supply popular, brand name products both in the snack and drink machines. Off-brand or generic brands are not acceptable. Vendor must provide, among other drinks, both Dr. Pepper, Diet Dr. Pepper, water, and sport/energy drink(s). One snack machine in City Hall must contain healthy snacks (low fat, sugar-free, etc.). No pastries or short-dated products will be offered. The City reserves the right to approve the initial product selection. The City will work with the vendor is determining replacements for slow-selling products. 2. Pricing – Pricing will be determined by the vendor, but will not be higher than comparable machines in comparable facilities. Currently, vending customers in City facilities pay $0.80 for twelve-oz. cans, $1.25 for twenty-oz. bottles, $1.25 for sport/energy drinks, $0.80 for candy, $0.60 for one-oz. packages of chips, $0.50 for gum and mints, and $.80 for healthy snacks. Proposers will submit suggested pricing as part of the proposal. Pricing will remain firm for the initial contract period. If renewal options are exercised, price increases or decreases will be considered at that time, if contracted vendor can document increases or decreases in their cost(s). 3. Each equipment must accept dollar bills or be co-located with a bill changer. Every equipment shall have internal electronic, non-resettable meters that will be read, recorded, and mutually verified with Purchasing and Contracts Management Division personnel at the time of installation. Period ending meter readings will be required with each monthly sales and commission report and the electronic meter reading will be subject to audit by the City, its representative, or an authorized third party at any time for verify gross sales.

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4. Servicing and Stocking – Contracted vendor shall service machines at least weekly. Machines less than 50% filled shall be considered as not properly stocked. Continual failure to adequately stock a machine is a basis for possible cancellation of contract. Person servicing machines shall sign in on log sheet provided at each location, showing date and time machine was stocked. Proposers shall include a tentative schedule of service days as part of the proposal. 5. Route Driver(s) – Contracted vendor will provide the City’s Purchasing Manager with the name(s) of drivers who will restock and service machines. Driver(s) who are not classified as employees of the contracted vendor will be required to sign a “Hold Harmless” statement before beginning service on City property. Any additional drivers added during the term of the contract must meet the same requirement before starting. 6. Refunds – Contracted vendor shall provide a small cash fund for designated City employees to use for refunds if a machine malfunctions. Vendor will monitor this fund and replenish as necessary. All monies belong to the vendor and will be refunded upon completion or termination of contract. As a matter of preference, the City prefers for machines to work consistently, rather than give refunds. Machines which frequently malfunction should be replaced. 7. Maintenance of Machines – Contracted vendor is responsible for maintaining all vending machines in workable order and is responsible for keeping the machines clean and in good physical condition and appearance. If a machine needs to be repaired, the vendor will respond to such a request by the end of the next business day. If rodents or insects become a problem because a machine is not clean, the vendor will pay for pest control services to eliminate the problem. If rodents get into a machine, the vendor will replace the machine and stock with new products. If pest issues are building-wide or area-wide and unconnected to operation or condition of the machine, the City will provide needed pest control. 8. Information and Advertising - On the outside of each machine, the contracted vendor will affix a label with company name and telephone contract information. On the machine with healthy snacks, a label with the words “Healthy Snacks” will be affixed. No other advertising or labeling may be affixed to the machines, inside or out, without pre-approval by the City’s Purchasing Manager. Prices must be shown for all products inside machines with glass or transparent fronts, and clearly indicated on non-transparent machines, along with product name and size (ounces, if drinks). 9. Locations – Attached to this RFP is a list of current locations and number & type of machine in each location. 10. Installation – If the awarded proposer is different from the City’s current vendor, the new vendor will be expected to install machines within four weeks at all City locations. 11. Furnished by the City – The City of Palm Coast will furnish electricity to all machines at no cost to the vendor. The City may opt to use power-saving devices on some or all of the machines. 12. Addition and/or Deletion of Machines – After six months of operation by the awarded vendor under this RFP, the City will consider allowing vendor to remove machines that fail to meet agreed-upon volume, or reducing service to every other week for such machines. The City will

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also review opportunities for new machines with contracted vendor, as such opportunities present themselves. The City does not guarantee that vending services in any new buildings that the City builds will automatically be given to the awarded vendor from the RFP. 13. Commissions, Fees, Minimums – Proposer shall propose a commission percentage on all sales. Sales will be monitored for the first 3 months to determine sales/commission amounts. In addition, the proposer shall propose a minimum quarterly guarantee---the amount being the minimum the City would receive in any given quarter, even if commissions did not reach the minimum for that quarter. 14. Records and Payments – The contracted vendor shall forward to the City’s Contracts Administrator, all commissions, fees, and/or minimum payments due from the preceding month, along with a report showing sales by individual machine and location. Payment and report must be received by the 20th of the month. Failure to make timely payments may lead to termination of contract by the City. 15. Complaint/Issue Log – Contracted vendor shall maintain a log of complaints, issues and repair requests relating to the City machines. The log shall record, at a minimum, nature of the issue, location of the machine (if applicable), person making the complaint or call, date & time of initial contact, action taken to resolve the issue, and date/time such action was taken. A copy of the current log shall be furnished along with the monthly payment and report as described above. 16. Legal Compliance – Contracted vendor must comply with all local ordinances, and all state, and federal laws & regulations, including--but not limited to—permits, licenses, health/sanitary and tax issues. C. Qualifications Minimum qualifications: Be in business at least two years. Have a telephone contact number that is answered by a live person during normal business hours. Provide three references which can attest to the type and quality of the company’s service.

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Section 2 General Conditions, Instructions and Information for Proposers

CONTACT: All prospective Proposers are hereby instructed not to contact any member of the City of Palm Coast City Council, City Manager, or Palm Coast City Staff members other than the noted contact person regarding this RFP or their proposal at any time prior to the posting on the Web Site of the final evaluation and recommended ranking by City staff for this project. Any such contact shall be cause for rejection of your proposal. PUBLIC CLOSING: Proposals shall be received at the Purchasing & Contract Management Division at the above referenced address by the specified time and date. As soon as possible thereafter the names of the Proposers shall be read aloud at the specified location. Persons with disabilities needing assistance to participate in the Public Closing should call the contact person at least 48 hours in advance of the Public Closing at 986-3731. DELAYS: The CITY, at its sole discretion, may delay the scheduled due dates indicated above if it is to the advantage of the CITY to do so. The CITY will notify Proposers of all changes in scheduled due dates by posting the notification in the Purchasing and Contracts Web Site. PROPOSAL SUBMISSION AND WITHDRAWAL: The CITY will receive proposals at the above address. The outside of the envelope/container must be identified with the RFP Number and title as stated above. The envelope/container must also include the Proposer's name and return address. Receipt of the proposal in the Purchasing and Contract Management Division after the time and date specified due to failure by the Proposer to provide the above information on the outside of the envelope/container shall result in the rejection of the proposal. Proposals received after the specified time and date shall be returned unopened. The time and date will be scrupulously observed. The CITY will not be responsible for late deliveries or delayed mail. The time/date stamp clock located in the Purchasing and Contract Management Division shall serve as the official authority to determine lateness of any proposal. The CITY cautions Proposers to assure actual delivery of mailed or hand-delivered proposals prior to the deadline set for receiving proposals. Telephone confirmation of timely receipt of the proposal may be made by calling (386) 986-3731, before the 2:00 deadline. Proposers shall submit Two (2) COMPLETE SETS (one [1] original and one (1) copy) of the complete proposal with all supporting documentation in a sealed envelope/container marked as noted above. The Proposer may submit the proposal in person or by mail. Proposers may withdraw their proposals by notifying the CITY in writing at any time prior to the time set for the proposal deadline. Proposers may withdraw their proposals in person or through an authorized representative. Proposers and authorized representatives must disclose their identity and provide a signed receipt for the proposal. Proposals, once opened, become the property of the CITY and will not be returned to the Proposers. No additional information may be submitted, or follow-up performed by any Proposer after the stated due date outside of a formal presentation to the Evaluation Committee.

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INQUIRIES/INTERPRETATIONS: All Proposers shall carefully examine the RFP documents. Any ambiguities or inconsistencies shall be brought to the attention of the City Purchasing and Contract Management Division in writing prior to the due date; failure to do so, on the part of the Proposer, will constitute an acceptance by the Proposer of any subsequent decision. Any questions concerning the intent, meaning and interpretations of the RFP documents including the attached draft agreement, shall be requested in writing, and received by the City Purchasing and Contract Management Division at least ten (10) business days prior to the due date. The City will not be responsible for any oral instructions made by any employee(s) of the CITY in regard to this RFP. Telephone No. 386-986-3731, Fax No. 386-986-3724. Oral statements given before the Proposal Due Date will not be binding. ADDENDUM: Should revisions to the RFP documents become necessary; the CITY will post addenda information on the CITY's Web Site. All Proposers should check the CITY's Web Site or contact the CITY's Purchasing and Contract Management Division at least seven (7) calendar days before the date fixed to verify information regarding Addenda. Failure to do so could result in rejection of the proposal as unresponsive. Proposer shall sign, date, and return the latest addendum with their Proposal. Previous addenda will be deemed received. Addenda information will be posted on the CITY's Web Site at www.ci.palm-coast.fl.us/government/departments/purchasing. It is the sole responsibility of the Proposer to ensure he/she obtains information related to Addenda. SELECTION PROCESS AND AWARD: All proposals will be evaluated by City staff in accordance with the criteria set forth in the RFP documents. The City may conduct interviews/presentations as part of the evaluation process. The City will not be liable for any costs incurred by the Proposer in connection with such presentations. The CITY anticipates award to the Proposer who submits the proposal judged by the CITY to be the most advantageous and offers the best value to the City. The Proposer(s) understands that this RFP does not constitute an agreement or a contract with the Proposer. The CITY reserves the right to reject all proposals, to waive any formalities, and to solicit and re-advertise for new proposals, or to abandon the project in its entirety. PROPOSAL PREPARATION COSTS: Neither the CITY nor its representatives shall be liable for any expenses incurred in connection with preparation of a response to this RFP. Proposers should prepare their proposals simply and economically, providing a straightforward and concise description of the Proposer's ability to meet the requirements of the RFP. ACCURACY OF PROPOSAL INFORMATION: Any Proposer which submits in its proposal to the CITY any information which is determined to be substantially inaccurate, misleading, exaggerated, or incorrect, shall be disqualified from consideration. INSURANCE: Misrepresentation of any material fact, whether intentional or not, regarding the Proposer's insurance coverage, policies or capabilities may be grounds for rejection of the proposal and rescission of any ensuing contract. Copy of the insurance certificate shall be furnished to the City prior to final execution of the Contract. LICENSES: Proposers, both corporate and individual, must be fully licensed and certified for the type of work to be performed in the State of Florida at the time of submittal of RFP. Should the Proposer not be fully licensed and certified, its proposal shall be rejected. Any permits, licenses, or fees required shall be the responsibility of the Proposer. No separate or additional

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http://www.ci.palm-coast.fl.us/government/departments/purchasing



payment will be made for these costs. Adherence to all applicable code regulations, Federal, State, City, City, etc., are the responsibility of the Proposer. POSTING OF PROPOSAL AWARD: Recommendation for award will be posted for review by interested parties at the Purchasing and Contract Management Division bulletin board and the City’s Web Page (www.ci.palm-coast.fl.us/government/departments/purchasing) prior to submission through the appropriate approval process. BID PROTEST Bid protests arising under CITY Bidding Documents or Procedures shall be resolved under the City of Palm Coast Purchasing and Contracts Bid Protests procedures. A vendor/bidder may protest matters involving the award of any contract any time prior to its award by contacting the Purchasing Manager in writing and articulating the alleged bases for the protest. The decision of the Purchasing Manager may be appealed to the City Manager by filing a written appeal with the City Manager within seven (7) days of the decision. The decision of the City Manager may be appealed to the City Council by filing a written appeal with the City Clerk within seven (7) days of the City Manager’s decision. The same procedures above for bid protests shall apply to the contest of a contract award. PUBLIC RECORDS: Upon award recommendation or ten (10) days after receiving, proposals become "public records" and shall be subject to public disclosure consistent with Chapter 119, Florida Statutes. Proposers must invoke the exemptions to disclosure provided by law in the response to the RFP, and must identify the data or other materials to be protected, and must state the reasons why such exclusion from public disclosure is necessary. PROHIBITION AGAINST CONTINGENT FEES: It shall be unethical for a person to be retained, or to retain any company or person, other than a bonafide employee working solely for the Contractor to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bonafide employee working solely for the SERVICE PROVIDER, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement at its sole discretion, without liability and to deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. ACCEPTANCE / REJECTION: City of Palm Coast reserves the right to accept or reject any or all proposals and to make the award to those Proposers, who in the opinion of the City will be in the best interest of and/or the most advantageous to the City. City of Palm Coast also reserves the right to reject the proposal of any vendor who has previously failed in the proper performance of an award or to deliver on time contracts of a similar nature or who, in the City's opinion, is not in a position to perform properly under this award. City of Palm Coast reserves the right to inspect all facilities of Proposers in order to make a determination as to the foregoing. City of Palm Coast reserves the right to waive any irregularities, informalities, and technicalities and may, at its discretion, request a re-procurement. EQUIVALENT MATERIALS AND EQUIPMENT. Whenever Materials or Equipment are specified or described in the Specifications by using the name of a proprietary item or the name

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of a particular Supplier, the naming of the item is intended to establish the type, function and quality required. Unless the name is followed by words indicating that no substitution is permitted, Materials or Equipment of other Suppliers may be accepted by the City if sufficient information is submitted by Applicant to allow the City to determine that the material or Equipment proposed is equivalent to that named. Requests for review of substitute items of material and Equipment will not be accepted by City from anyone other than Applicant. If Applicant wishes to furnish or use a substitute item of material or Equipment Applicant shall indicate this action within this solicitation, make written application to City for acceptance thereof, certifying that the proposed substitute will perform adequately the functions called for by the general design, be similar and of equal substance to that specified and be suited to the same use and capable of performing the same function as that specified. All variations of the proposed substitute from that specified shall be identified in the solicitation and the Applicant is responsible for any expense incurred by the City from evaluation and acceptance of the proposed substitute, including claims of other Applicants affected by the resulting substitute, all of which will be considered by the City in evaluating the proposed substitute. City may require Applicant to furnish, at Applicant's expense, additional data about the proposed substitute. City shall be the sole judge of acceptability, and no substitute shall be ordered without City's acceptance. However, CITY reserves the right to reject any proposed substitute which would result in an increase in Contract Price and CITY may require Applicant to furnish at Applicant's expense a special performance guarantee or other Surety with respect to any substitute. If approval is given, Applicant shall not be excused from performing in conformity with the requirements of the Contract Documents. Applicant assumes sole responsibility for verifying that the proposed substitute items are in accordance with the requirements of the Contract Documents, and that the specifications and all other features of substitute items are suitable for their intended purpose.

ADDITIONAL TERMS AND CONDITIONS: Unless expressly accepted by the City, only the terms and conditions in this document shall apply: No additional terms and conditions included with the proposal response shall be considered. Any and all such additional terms and conditions shall have no force and effect, and are inapplicable to this proposal if submitted either purposely through intent or design, or inadvertently appearing separately in transmittal letters, specifications, literature, price lists or warranties. It is understood and agreed that the general and/or any special conditions in these Proposal Documents are the only conditions applicable to this proposal and the Proposer's authorized signature on the Proposal Response Form attests to this. Exceptions to the terms and conditions will not be accepted. TECHNICAL ACCEPTABILITY OF TRADE NAME PROPOSED: If offering other than the trade name specified, explain in detail the differences between the equipment proposed and the equipment specified. Also explain what impact may be anticipated in performance of the equipment. These explanations must be provided on specification sheet or on company letterhead, and attached to your proposal. The City will determine if the brands offered are technically acceptable. Failure to comply may result in disqualification of your proposal. All exceptions shall be stated no matter how seemingly minor. Any exceptions not taken shall be assumed by the purchaser to be included in the proposal, regardless of the cost to the Proposer.

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DELIVERY: Delivery will be determined by City of Palm Coast. PURCHASING CODE: The Purchasing & Contract Management Division Procedures apply in its entirety with respect to this RFP. AFFIRMATION: By submission of a proposal, Proposer affirms that his/her proposal is made without prior understanding, agreement or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment or services, and is all respects fair and without collusion or fraud. Proposer agrees to abide by all conditions of this Request for Proposal and the resulting contract. MISTAKES IN PROPOSAL: Proposers are expected to examine the terms and conditions, specifications, delivery schedule, proposal prices, extensions and all instructions pertaining to supplies and services. Failure to do so will be at Proposer's risk. In the event of extension error(s), the unit price will prevail and the Proposer's total offer will be corrected accordingly. Written amounts shall take precedence over numerical amounts. In the event of addition errors(s), the unit price, and extension thereof, will prevail and the Proposer's total offer will be corrected accordingly. Proposals having erasures or corrections must be initialed in ink by the Proposer. DISQUALIFICATION OF PROPOSER: More than one proposal from an individual, firm, partnership, corporation, or association under the same or different names will not be considered. Reasonable grounds for believing that a Proposer is involved in more than one proposal submittal will be cause for rejection of all proposals in which such Proposers are believed to be involved. Any or all proposals will be rejected if there is reason to believe that collusion exists between Proposers. Proposals in which the prices obviously are unbalanced will be subject to rejection. QUANTITIES: City of Palm Coast will not be held to any maximum or minimum purchase quantities as a result of this solicitation and/or resulting contract. City of Palm Coast reserves the right to purchase any; all, or none, of its requirements from vendors awarded a contract as a result of this Request for Proposals. All quantities as shown are approximate and no guarantee is made that any materials will be purchased. GOVERNMENTAL RESTRICTIONS: In the event that any governmental restrictions are imposed which would necessitate alteration of the material quality, workmanship or performance of the items offered on this proposal prior to their delivery, it shall be the responsibility of the Proposer to notify the Purchasing and Contract Management Division at once, indicating in his/her letter the specific regulation which required an alteration, including any price adjustments occasioned thereby. The City reserves the right to accept such alteration or to cancel the contract or purchase order at no further expense to the City. PATENTS AND COPYRIGHTS: The Proposer, without exemption, shall indemnify and save harmless, the City, its employees and/or any of its Board Members from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or item manufactured by the Proposer. Further, if such a claim is made, or is pending, the Proposer may, at its option and expense, procure for the City the right to use, replace or modify the item to render it non-infringing. If none of the alternatives are reasonably available, the City agrees to return the article on request to the Proposer and receive

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reimbursement. If the Proposer used any design, device, or materials covered by letters, patent or copyright, it is mutually agreed and understood, without exception, that the proposal prices shall include all royalties or cost arising from the use of such design, device, or materials in any way involved in the work. PURCHASING AGREEMENTS WITH OTHER GOVERNMENT AGENCIES: All Proposers submitting a response to this Request for Proposals agree that such response also constitutes a proposal to all governmental agencies within the State of Florida, under the same conditions, for the same contract price, and for the same effective period as this proposal, should the Proposer feel it is in their best interest to do so. Each governmental agency desiring to accept these proposals, and make an award thereof, shall do so independently of any other governmental agency. Each agency shall be responsible for its own purchases and each shall be liable only for materials and/or services ordered and received by it, and no agency assumes any liability by virtue of this proposal. This agreement in no way restricts or interferes with the right of any governmental agency to re-proposal any or all items. ADVERTISING: In submitting a proposal, Proposer agrees not to use the results there from as a part of any commercial advertising, without the express written approval, by the appropriate level of authority within the City. PRICE REDETERMINATION - FUEL

The Contractor may petition the Director of Purchasing and Contracts for price re-determination if/when the price of fuel increases by a minimum of ten (10%) percent. Any price re-determination will be solely based upon changes as documented by the Producer Price Index (PPI) for the commodity “Gasoline - WPU0571” or “#2 diesel fuel - WPU057303” as published by the Bureau of Labor Statistics, which can be found on-line at http://stats.bls.gov. The base index number will be the month of the due date of the solicitation. Subtracting the base index number from the current index number and dividing the result by the base index number calculates the maximum percentage increase allowed. Any price re-determination will include all items awarded. If the City and the bidder cannot agree on any price re-determination, then the contract will expire. Vendors shall provide documentation to illustrate what percentage of the price is related to fuel, as the increase shall be calculated based upon the percentage of the cost associated to the cost of fuel (see example below). Failure to provide the detailed cost analysis with each request for a price re-determination due to fuel price escalation shall preclude any price re-determination due to fuel costs.

Example: Fourteen (14%) percent of the cost to provide product/service is attributed to the cost of fuel. PPI in the month the solicitation closed was $158.73 264.52 Current PPI is $264.52 -158.73

105.79 $105.79 divided by $158.73 = .666% The unit cost of the service is $100.00 14% of $100.00 = $14.00 $14.00 x .666 = $9.32 New unit price for the product/service is $109.32

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If the City Council grants an increase in the contract price based upon increases in gasoline and/or diesel prices, then the City may also adjust the contract price downward if the cost of gasoline and/or diesel decreases by ten percent (10%) or more from the date of the last increase in the contract price.

This clause may be used in addition to any other price re-determination clause in this invitation.

If the City and the bidder cannot agree on any price re-determination, then the contract will expire without prejudice thirty (30) days after the impasse is reached. SUB-CONTRACTOR(S)

A Sub-Contractor is an individual or firm contracted by the Proposer or Proposer’s firm to assist in the performance of services required under this RFP. A Sub-Contractor shall be paid through Proposer or Proposer’s firm and not paid directly by the City. Sub-Contractors are allowed by the City in the performance of their services delineated within this RFP. Proposer must clearly reflect in its Response the major Sub-Contractors to be utilized in the performance of required services. The City retains the right to accept or reject any Sub-Contractor proposed in the Response of Successful Proposer(s) or proposed prior to contract execution. Any and all liabilities regarding the use of a Sub-Contractor shall be borne solely by the Successful Proposer(s) and insurance for each Sub-Contractor must be maintained in good standing and approved by the City throughout the duration of the Agreement. Neither the Successful Proposer(s) nor any of its Sub-Contractors are considered to be employees or agents of the City. Failure to list all major Sub-Contractors and provide the required information may disqualify any proposed Sub-Contractors from performing work under this RFP. Proposers shall include in their Responses the requested Sub-Contractor information and include all relevant information required of the Proposer. NON-APPROPRIATION OF FUNDS

In the event that insufficient funds are appropriated and budgeted or funding is otherwise unavailable in any fiscal period for this Project, then the City, shall have the unqualified right to terminate the Purchase Order(s) or Agreement upon written notice to the Contractor, without any penalty or expense to the City. No guarantee, warranty or representation is made that any particular work or any project(s) will be assigned to any firm(s).

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LOCATIONS The current equipment is placed at different City facilities locations. The successful proposer shall designate optimum placement of equipment. Arrangements for site visit to walk the premises and evaluate locations as well as potential new location can be requested. The City reserves the right to exclude or to include additional locations during the term of the agreement. A list of locations and equipment is as follows:

ADDRESS NAME OF LOCATION EQUIPMENT 160 Cypress Point Parkway, Suite B-106, Palm Coast, FL 32164

City Offices None at the Present Time

One Wellfield Drive, Palm Coast, FL 32137

Public Works None at the Present Time

305 Palm Coast Parkway, Ne, Palm Coast, FL 32137

Community Center Candy Vending Machines

339 Parkview Drive Palm Coast, FL 32164

Frieda Zamba Pool Candy Vending Machines

18 Florida Park Drive Palm Coast, FL 32137

Palm Coast Youth Center Candy Vending Machines

1290 Belle Terre Parkway Palm Coast, FL 32164

Palm Coast Tennis Center None at the Present Time


Indian Trails Sports Complex

None at the Present Time

9 Corporate Drive Palm Coast, FL 32164

Fire Station #21 None at the Present Time

5750 Belle Terre Parkway Palm Coast, Fl 32164


1505 Palm Harbor Parkway Palm Coast, Fl 32164




307 Clubhouse Drive Palm Coast, FL 32164


2 Utility Drive Palm Coast, Fl 32164

Utility (Main Office) Beverage and Vending Machines

2 Corporate Drive Palm Coast, FL 32164

Water Treatment Plant #1 None at the Present Time

50 Citation Blvd. Palm Coast, FL 32164

Water Treatment Plant #2 None at the Present Time

26 Utility Drive Palm Coast, FL 32164

Waste Water Treatment Plant

None at the Present Time

9957 N. US 1 Palm Coast, FL 32164

Water Treatment Plant #3 Beverage and Vending Machines

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Section 3 – Instructions for the preparation of Proposals

The Proposer(s) warrants its response to this Request for Proposals to be fully disclosed and correct. The firm must submit a proposal complying with this request for proposals, and the information, documents and material submitted in the proposal must be complete and accurate in all material aspects. All proposals must contain direct responses to the following questions or requests for information and be organized so that specific questions being responded to are readily identifiable and in the same sequence as outlined below. Proposers are advised to carefully follow the instructions listed below in order to be considered fully responsive to this RFP. Proposers are further advised that lengthy or overly verbose or redundant submissions are not necessary. Compliance with all requirements will be solely the responsibility of the Proposer. Failure to provide requested information may result in disqualification of response. The proposal must be submitted on 8 1/2" x 11" paper, numbered, typewritten, with headings, sections, and sub-sections identified appropriately. The total number pages shall not exceed 30 pages. The attachments shall not be counted as part of the 30 pages. The five (5) sections shall be named: 1. Required submittals 2. Similar Projects 3. Project Approach 4. Price Proposal (Section 5) 5. Local Bid Preference 1. REQUIRED SUBMITTALS Tab “A” (20 Points) :

Letter of Transmittal: The proposal letter shall be addressed to the City Purchasing and Contract Management Division and shall include at a minimum the following:

• Name of Individual, Partnership, Company, or Corporation submitting proposal; • City’s Request for Proposal (RFP) number; • Statement that all terms and conditions of the RFP are understood and

acknowledged by the undersigned; • Signature(s) or representative(s) legally authorized to bind the Proposer. Corporate Information: If a Proposer is a corporation, it must be certified with the Florida Secretary of State and have a corporate status in good standing, and in the case of out-of-state corporation, they must present evidence of authority to do business in the State of Florida. Summary of Litigation: Provide a summary of any litigation, claim(s), or contract dispute(s) filed by or against the Proposer in the past five (5) years which is related to the services that Proposer provides in the regular course of business. The summary shall state the nature of the litigation, claim or contract dispute, a brief description of the case, the outcome or projected outcome, and monetary amounts involved.

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License Sanctions: List any regulatory or license agency sanctions within the past 5 years. Proposer’s Certification: See form included in this package. (Attachment A) Conflict of Interest Statement: See form included in this package. (Attachment B) Compliance with the Public Records Law: See form included in this package. (Attachment C) Drug-Free Workplace: See form included in this package. (Attachment D) American with Disabilities Act Form: See form included in this package. (Attachment E) Taxpayer Identification Number (W-9 Form): Complete the “W-9 Form” included in this bid package as indicated. (Attachment F)

2. SIMILAR PROJECTS – TAB “B” (30 POINTS):

To demonstrate experience and success in conducting similar work, the proposer shall provide a minimum of three (3) references of similar size projects in similar climates with appropriate reference information, concentrating only on those projects completed by the proposer’s firm, as follows: 1. Client name, address, phone, fax number and email address; 2. Description of all services provided; 3. Performance period; and, 4. Total annual amount of contract; 5. References other than City of Palm Coast

3. PROJECT APPROCAH – TAB “C” (20 POINTS)

1. State your firm’s technical approach to the project and the interpretation of the scope of services required.

2. Define the adequacy of resources, including personnel, labor, equipment and supply resources, and other requirements.

3. Provide an implementation schedule for proposed services including any management and planning strategies.

4. Provide information regarding any proposed innovative concepts that my enhance the value and quality of the services to be performed.

5. Describe any significant or unique awards received or accomplishments made in previous, similar projects.

4. FEE SCHEDULE – TAB “D” (25 POINTS)

The Fee Schedule, Price Proposal (Section 5) shall be completed and included in Tab D.

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5. LOCAL PREFERENCE – TAB “E” (5 POINTS) Consistent with City of Palm Coast Ordinance 2007-17, the City may give a preference to local businesses in awarding contracts. In evaluating requests for proposals or qualifications, local businesses shall be assigned 5% of the total points available. A business located within the City limits shall receive the bid preference set forth in the Ordinance, however, if no bidder is located within the City limits, the bid preference may be given to a business located within Flagler County.

Section 4 – Evaluation of Qualifications

Proposals will be evaluated by a committee of City employees who either utilize or oversee vending machines in the City on a regular basis. The successful proposer shall be selected by the committee on the basis of the following criteria:

EVALUATION CRITERIA

CATEGORY POINTS A. Firm Qualification and Experience 20 B. Similar Projects 30 C. Project Approach 20 D. Fee Schedule (Section 5) 25 E. Local Bid Preference 5

Section 5 Evaluation Process

A. Determining Responsibility. In conjunction with the weighted being used to

determined the capability of the proposal, the City may also consider the proposer’s ability to meet or exceed the following criteria:

1. The proposer’s ability, capacity, and skill to perform the contract or

provide the service within the time specified; 2. The reputation, judgment, and experience of the proposer; 3. The quality of performance of previous contracts or services including

previous performance with the City; 4. Previous and existing compliance by the proposer with laws and

ordinances relating to the contract or service; and, 5. Financial resources of the proposer to perform the contract or provide the

service. B. Evaluation and Recommendation Committee: The Evaluation and

Recommendation Committee is comprised of qualified City of Palm Coast staff members.

C. Proposal Results. The recommendation of proposal selections will be posted on the

City’s website. D. As part of the review, the City will determine if we will go with a contract with

commission base or without commission base.

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CONFIDENTIAL MATERIALS: Any materials that qualify as “trade secrets” shall be segregated, clearly labeled and accompanied by an executed Non-Disclosure Agreement for Confidential Materials shall be submitted in this section.

The attached Draft Contract is representative of the Contract the successful Respondent will be required to execute. To meet the needs of the City, this Agreement may be revised during the negotiations with the top-ranked firm.

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Section 5

Price Proposal PROJECT: VENDING SERVICES FOR CITY BUILDINGS CITY CONTRACT NO. RFP-CM-09-01 Name of Proposer: Mailing Address: Street Address: City/State/Zip: Phone Number: (_______) FAX Number: (________) Pursuant to and in compliance with the Request for Proposals, Instructions to Proposers, and the other documents relating thereto, the undersigned Proposer, having familiarized himself with the terms of the Contract Documents, local conditions affecting the performance of the Work, and the cost of the Work at the places where the Work is to be done, hereby proposes and agrees to perform the Work and complete in a workmanlike manner, all of the Work required in connection with the required services, all in strict conformity Contract Documents, including Addenda Nos. _____________ through_____________, on file at the Purchasing and Contract Management Division for the amount hereinafter set forth. The undersigned, as Proposer, declares that the only persons or parties interested in this proposal as principals are those named herein; that this proposal is made without collusion with any person, firm or corporation; and he proposes and agrees, if the proposal is accepted, that he/she will execute an Agreement with the CITY in the form set forth in the Contract Documents; that he/she will furnish Insurance Certificates, that he is aware that failure to properly comply with the requirements set out in the "Instructions to Proposers" and elsewhere in the Contract Documents may result in a finding that the Proposer is non-responsive.

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IN WITNESS WHEREOF, PROPOSER has hereunto executed this FORM this _________ day of ______________, 20_____. ______________________________ _____________________________ (Name of PROPOSER) (Signature of person signing FORM) ___________________________________ (Printed name of person signing FORM) ___________________________________ (Title of person signing FORM)

SOFT DRINKS ITEM BRAND SIZE PUBLIC PRICE

1 2 3 4 5 6 7 8 9 10 11 12

Soft drink commission to be paid to the City of gross revenues collected ________%

SOFT DRINKS WITHOUT COMMISSION ITEM BRAND SIZE PUBLIC PRICE

1 2 3 4 5 6 7 8 9 10 11 12

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FRUIT DRINKS, SPORT DRINKS AND WATER ITEM BRAND SIZE PUBLIC PRICE

1 2 3 4 5 6 7 8 9 10 11 12

Fruit Drink, Sport Drinks and Water commission to be paid to the City of gross revenues collected ________%

FRUIT DRINKS, SPORT DRINKS AND WATER WITHOUT COMMISSION ITEM BRAND SIZE PUBLIC PRICE

1 2 3 4 5 6 7 8 9 10 11 12

SNACKS, PACKAGED FOODS AND CANDY ITEM BRAND SIZE PUBLIC PRICE

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

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17 18 19 20

Snack commission to be paid to the City of gross revenues collected ________%

SNACKS, PACKAGED FOODS AND CANDY WITHOUT COMMISSION

ITEM BRAND SIZE PUBLIC PRICE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

Page 20 of 36


Page 21 of 36

Attachment A PROPOSER'S CERTIFICATION

I have carefully examined the Request for Proposal, Instructions to Proposers, General

and/or Special Conditions, Vendor's Notes, Specifications, proposed agreement and any other documents accompanying or made a part of this Request for Proposal.

I hereby propose to furnish the goods or services specified in the Request for Proposal at the prices, rates or discounts quoted in my proposal. I agree that my proposal will remain firm for a period of up to one hundred twenty (120) days in order to allow the City adequate time to evaluate the proposals.

I agree to abide by all conditions of this proposal and understand that a background investigation may be conducted by the City of Palm Coast Sheriff’s Department prior to award.

I certify that all information contained in this proposal is truthful to the best of my knowledge and belief. I further certify that I am duly authorized to submit this proposal on behalf of the vendor/contractor as its act and deed and that the vendor/contractor is ready, willing and able to perform if awarded the contract.

I further certify, under oath, that this proposal is made without prior understanding, agreement, connection, discussion, or collusion with any other person, firm or corporation submitting a proposal for the same product or service; no officer, employee or agent of the City of Palm Coast Government or of any other Proposer interested in said proposal; and that the undersigned executed this Proposer's Certification with full knowledge and understanding of the matters therein contained and was duly authorized to do so. Name of Business

Sworn to and subscribed before me By: This day of Signature

20 Name & Title, Typed or Printed Signature of Notary

Notary Public, State of Mailing Address

Personally Known -OR- City, State, Zip Code Produced Identification ( ) Type: Telephone Number



Attachment B

Conflict of Interest Statement

STATE OF FLORIDA ) ) ss CITY OF ____________________ ) Before me, the undersigned authority, personally appeared __________________________________________, who was duly sworn, deposes, and states: 1. I am the ___________________________ of __________________________________ with a local office in ______________________ and principal office in ________________________________. 2. The above named entity is submitting an Expression of Interest for the City of Palm Coast project described as RFP-CM-09-01 Vending Services for City Buildings 3. The Affiant has made diligent inquiry and provides the information contained in this Affidavit based upon his own knowledge. 4. The Affiant states that only one submittal for the above project is being submitted and that the above named entity has no financial interest in other entities submitting proposals for the same project. 5. Neither the Affiant nor the above named entity has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive pricing in connection with the entity's submittal for the above project. This statement restricts the discussion of pricing data until the completion of negotiations and execution of the Agreement for this project. 6. Neither the entity nor its affiliates, nor any one associated with them, is presently suspended or otherwise ineligible from participating in contract lettings by any local, state, or federal agency. 7. Neither the entity, nor its affiliates, nor any one associated with them have any potential conflict of interest due to any other clients, contracts, or property interests for this project. 8. I certify that no member of the entity's ownership, management, or staff has a vested interest in any aspect of or Department of City of Palm Coast. 9. I certify that no member of the entity's ownership or management is presently applying for an employee position or actively seeking an elected position with City of Palm Coast. 10. In the event that a conflict of interest is identified in the provision of services, I, on behalf of the above named entity, will immediately notify City of Palm Coast in writing. DATED this ___________________ day of ________________________________, 20______. _________________________________________________ Typed Name of Affiant ___________________________________________ Title Sworn to and subscribed before me this ___________ day of ______________________, 20______. Personally known_____________________________ __________________________________________ OR Produced identification______________________ Notary Public - State of ______________________ ___________________________________________ My commission expires_______________________ (Type of identification) __________________________________________ (Printed typed or stamped commissioned name of notary public)


22


23

Attachment C Compliance with the Public Records Law

Upon award recommendation or ten (10) days after receiving, submittals become "public records" and shall be subject to public disclosure consistent with Chapter 119, Florida Statutes. Proposers must invoke the exemptions to disclosure provided by law in the response to the solicitation, and must identify the data or other materials to be protected, and must state the reasons why such exclusion from public disclosure is necessary. The submission of a proposal authorizes release of your firm’s credit data to City of Palm Coast. If the company submits information exempt from public disclosure, the company must identify with specificity which pages/paragraphs of their bid/proposal package are exempt from the Public Records Act, identifying the specific exemption section that applies to each. The protected information must be submitted to the City in a separate envelope marked accordingly. By submitting a response to this solicitation, the company agrees to defend the City in the event we are forced to litigate the public records status of the company’s documents. Company Name: _______________________________________________________ Authorized representative (printed): ________________________________________ Authorized representative (signature): ______________________________________ Date: ______________________________ Project Number: RFP-CM-09-01 Vending Services for City Building



Attachment D Drug-Free Work Place Form

The undersigned vendor in accordance with Section 287.087, Florida Statutes hereby certifies that _______________________ does: (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution,

dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

2. Inform employees about the dangers of drug abuse in the workplace, the business’s

policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.

3. Give each employee engaged in providing the commodities or contractual services

that are proposed a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition

of working on the commodities or contractual services that are under proposal, the employee will propose by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction.

5. Impose a sanction on, or require the satisfactory participation in a drug abuse

assistance or rehabilitation program if such is available in the employee’s community, by any employee who is so convicted.

6. Make a good faith effort to continue to maintain a drug-free workplace through

implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements.

THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR BID

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Page 25 of 36

Attachment E AAMMEERRIICCAANNSS WWIITTHH DDIISSAABBIILLIITTIIEESS AACCTT

AAFFFFIIDDAAVVIITT TThhee uunnddeerrssiiggnneedd CCOONNTTRRAACCTTOORR sswweeaarrss tthhaatt tthhee iinnffoorrmmaattiioonn hheerreeiinn ccoonnttaaiinneedd iiss ttrruuee aanndd ccoorrrreecctt aanndd tthhaatt nnoonnee ooff tthhee iinnffoorrmmaattiioonn ssuupppplliieedd wwaass ffoorr tthhee ppuurrppoossee ooff ddeeffrraauuddiinngg CCIITTYY.. TThhee CCOONNTTRRAACCTTOORR wwiillll nnoott ddiissccrriimmiinnaattee aaggaaiinnsstt aannyy eemmppllooyyeeee oorr aapppplliiccaanntt ffoorr eemmppllooyymmeenntt bbeeccaauussee ooff pphhyyssiiccaall oorr mmeennttaall hhaannddiiccaapp iinn rreeggaarrdd ttoo aannyy ppoossiittiioonn ffoorr wwhhiicchh tthhee eemmppllooyyeeee oorr aapppplliiccaanntt ffoorr eemmppllooyymmeenntt iiss qquuaalliiffiieedd.. TThhee CCOONNTTRRAACCTTOORR aaggrreeeess ttoo ccoommppllyy wwiitthh tthhee rruulleess,, rreegguullaattiioonnss aanndd rreelleevvaanntt oorrddeerrss iissssuueedd ppuurrssuuaanntt ttoo tthhee AAmmeerriiccaannss wwiitthh DDiissaabbiilliittiieess AAcctt ((AADDAA)),, 4422 UUSSCC ss.. 1122110011 eett sseeqq.. IItt iiss uunnddeerrssttoooodd tthhaatt iinn nnoo eevveenntt sshhaallll tthhee CCIITTYY bbee hheelldd lliiaabbllee ffoorr tthhee aaccttiioonnss oorr oommiissssiioonnss ooff tthhee CCOONNTTRRAACCTTOORR oorr aannyy ootthheerr ppaarrttyy oorr ppaarrttiieess ttoo tthhee AAggrreeeemmeenntt ffoorr ffaaiilluurree ttoo ccoommppllyy wwiitthh tthhee AADDAA.. TThhee CCOONNTTRRAACCTTOORR aaggrreeeess ttoo hhoolldd hhaarrmmlleessss aanndd iinnddeemmnniiffyy tthhee CCIITTYY,, iittss aaggeennttss,, ooffffiicceerrss oorr eemmppllooyyeeeess ffrroomm aannyy aanndd aallll ccllaaiimmss,, ddeemmaannddss,, ddeebbttss,, lliiaabbiilliittiieess oorr ccaauusseess ooff aaccttiioonn ooff eevveerryy kkiinndd oorr cchhaarraacctteerr,, wwhheetthheerr iinn llaaww oorr eeqquuiittyy,, rreessuullttiinngg ffrroomm tthhee CCoonnttrraaccttoorr’’ss aaccttss oorr oommiissssiioonnss iinn ccoonnnneeccttiioonn wwiitthh tthhee AADDAA.. CCOONNTTRRAACCTTOORR:: ____________________________________________________________________________________ SSiiggnnaattuurree:: ____________________________________________________________________________________ PPrriinntteedd NNaammee:: ____________________________________________________________________________________ TTiittllee:: ____________________________________________________________________________________ DDaattee:: ____________________________________________________________________________________ AAffffiixx CCoorrppoorraattee SSeeaall SSTTAATTEE OOFF )) )) ssss CCOOUUNNTTYY OOFF )) TThhee ffoorreeggooiinngg iinnssttrruummeenntt wwaass aacckknnoowwlleeddggeedd bbeeffoorree mmee tthhiiss __________________________ ddaayy ooff__________________________________,, 2200________,,bbyy______________________________________________________________________ooff ____________________________________________________________________________________________________ ffiirrmm)),, oonn bbeehhaallff ooff tthhee ffiirrmm.. HHee//SShhee iiss ppeerrssoonnaallllyy kknnoowwnn ttoo mmee oorr hhaass pprroodduucceedd ______________________________________________________________________________ iiddeennttiiffiiccaattiioonn.. __________________________________________________________________________________________ PPrriinntt NNaammee ______________________________________________________________________ NNoottaarryy PPuubblliicc iinn aanndd ffoorr tthhee CCoouunnttyy aanndd SSttaattee AAffoorreemmeennttiioonneedd

MMyy ccoommmmiissssiioonn eexxppiirreess::__________________________________________________

THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR BID


Attachment F Request for Taxpayer Identification Number and Certification

(W-9 Form)

Page 26 of 36


Attachment G _________________/CITY OF PALM COAST

PRICE AGREEMENT

THIS AGREEMENT made and entered into the _____ day of __________, 20__ , between

_______________________________________________ whose address is __________________________________,

hereinafter referred to as “CONTRACTOR” and the CITY of Palm Coast, a municipal corporation of the State of Florida,

whose address is 160 Cypress Point Parkway, Suite B-106, Palm Coast, Florida 32164, hereinafter referred to as the

“CITY.”

WITNESSETH:

WHEREAS, the CITY desires to procure goods from a competent and qualified CONTRACTOR providing

________________________ for the CITY; and

WHEREAS, the CITY has requested and received bids/quotes for the goods to be provided to the CITY; and

WHEREAS, the CONTRACTOR is competent and qualified to provide the desired goods to the CITY at the prices

established according to the terms and conditions stated herein,

NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the CITY and the

CONTRACTOR agree as follows:

SECTION 1. SERVICES. The CITY does hereby retain the CONTRACTOR to furnish Vending Services for City

Building as further described in Exhibit “A” hereto which is made a part hereof. Required amounts shall be specifically

enumerated, described and depicted in the purchase orders authorizing delivery of goods. This Agreement standing alone does not

authorize delivery of goods or require the CITY to place any orders for work.

SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the CITY and shall run for a

period of three (3) year and, at the sole option of CITY, may be renewed for two (2) successive period. Expiration of the term of

this Agreement shall have no effect upon purchase orders issued pursuant to this Agreement and prior to the expiration date.

Obligations entered therein by both parties shall remain in effect until delivery and acceptance of the goods authorized by the

purchase order as well as periods of warranty and guarantee.

SECTION 3. AUTHORIZATION FOR SERVICES. Authorization for delivery of goods to the CITY under this

Agreement shall be in the form of written purchase orders issued and executed by the CITY and signed by the CONTRACTOR.

Each purchase order shall describe the goods required and shall state the date or dates for delivery and establish the amount and

method of payment. The purchase orders will be issued under and shall incorporate the terms of this Agreement regardless of their

text. The CITY makes no covenant or promise as to the number of purchase orders nor that, the CONTRACTOR will be engaged

for any purchase order with the CITY during the life of this Agreement. The CITY reserves the right to contract with other parties

for the goods contemplated by this Agreement when it is determined by the CITY to be in the best interest of the CITY to do so.

SECTION 4. TIME FOR DELIVERY. The goods to be provided by the CONTRACTOR to the CITY shall be

delivered, as specified in each purchase order as may be issued hereunder.

SECTION 5. COMPENSATION. The CITY agrees to compensate the CONTRACTOR for the goods called for under

this Agreement as set forth in the pricing table attached as Exhibit “A.”

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SECTION 6. PAYMENT AND BILLING.

(a) The CONTRACTOR shall supply all goods required by each purchase order, but, in no event, shall the

CONTRACTOR be paid more than the compensation amount stated within each purchase order consistent with the provisions of

Exhibit “A.”

(b) The CONTRACTOR shall invoice the CITY the amount due based on the goods provided under the purchase

order; but, in no event, shall the invoice amount exceed the amount of goods actually provided.

(c) Payments shall be made by the CITY to the CONTRACTOR not more than once monthly. Each purchase order

shall be invoiced spearately. The CONTRACTOR shall render to CITY, at the close of each calendar month, an itemized invoice

properly dated, describing any goods provided, the cost of the goods, the name and address of the CONTRACTOR, the purchase

order number, contract number (if applicable) and all other information required by this Agreement.

The original invoice shall be sent to:

City Manager CITY of Palm Coast 160 Cypress Point Parkway, Suite B-106 Palm Coast, Florida 32164

A duplicate copy of the invoice shall be sent to:

CITY of Palm Coast Finance Department 160 Cypress Point Parkway, Suite B-106 Palm Coast, Florida 32164

(d) Payment shall be made after review and approval by CITY within thirty (30) days of receipt of a proper invoice

from the CONTRACTOR.

SECTION 7. GENERAL TERMS OF PAYMENT AND BILLING.

(a) Upon satisfactory delivery of the goods required hereunder and, upon acceptance of the goods by the CITY, the

CONTRACTOR may invoice the CITY for the amount of compensation provided for under the terms of this Agreement herein

less any amount already paid by the CITY. The CITY shall pay the CONTRACTOR within thirty (30) days of receipt of proper

invoice.

(b) The CITY may perform or have performed an audit of the records of the CONTRACTOR after final payment to

support final payment hereunder. This audit would be preformed at a time mutually agreeable to the CONTRACTOR and the

CITY subsequent to the close of the final fiscal period in which the last goods were provided. Total compensation to the

CONTRACTOR may be determined subsequent to an audit as provided for in subsection (b) of this Section, and the total

compensation so determined shall be used to calculate final payment to the CONTRACTOR. Conduct of this audit shall not delay

final payment as provided by subsection (a) of this Section.

(c) The CONTRACTOR agrees to maintain all books, documents, papers, accounting records and other evidences

pertaining to goods provided under this Agreement in such a manner as will readily conform to the terms of this Agreement and to

make such materials available at the CONTRACTOR’s office at all reasonable times during the Agreement period and for five (5)

years from the date of final payment under the contract for audit or inspection as provided for in subsection (b) of this Section.

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(d) In the event any audit or inspection conducted after final payment, but within the period provided in subsection

(c) of this Section reveals any overpayment by the CITY under the terms of this Agreement, the CONTRACTOR shall refund such

overpayment to the CITY within thirty (30) days of notice by the CITY.

SECTION 8. RESPONSIBILITIES OF THE CONTRACTOR. Neither the CITY’s review, approval or acceptance

of, nor payment for, any of the goods required shall be construed to operate as a waiver of any rights under this Agreement nor of

any cause of action arising out of the performance of this Agreement and the CONTRACTOR shall be and always remain liable to

the CITY in accordance with applicable law for any and all damages to the CITY caused by the CONTRACTOR’s negligent or

wrongful provision of goods furnished under this Agreement.

SECTION 9. TERMINATION.

(a) The CITY may, by written notice to the CONTRACTOR terminate this Agreement or any purchase order issued

hereunder, in whole or in part, at any time, either for the CITY’s convenience or because of the failure of the CONTRACTOR to

fulfill its Agreement obligations. Upon receipt of such notice, the CONTRACTOR shall immediately discontinue delivery of all

goods affected unless the notice directs otherwise.

(b) If the termination is for the convenience of the CITY, the CONTRACTOR shall be paid compensation for goods

delivered to the date of termination.

(c) If the termination is due to the failure of the CONTRACTOR to fulfill its Agreement obligations the CITY may

procure the goods by other agreements or otherwise. In such case, the CONTRACTOR shall be liable to the CITY for all

reasonable additional costs occasioned to the CITY thereby. The CONTRACTOR shall not be liable for such additional costs if

the failure to perform the Agremeent arises without any fault or negligence of the CONTRACTOR; provided, however, that the

CONTRACTOR shall be responsible and liable for the actions of its subcontractors, agents, employees and persons and entities of

a similar type or nature. Such causes may include acts of God or of the public enemy, acts of the CITY in either its sovereign or

contractual capaCITY, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather;

but, in every case, the failure to perform must be beyond the control and without any fault or negligence of the CONTRACTOR.

(d) If, after notice of termination for failure to fulfill its Agreement oblications, it is determined that the

CONTRACTOR had not so failed, the termination shall be conclusively deemed to have been effected fro the convenience of the

CITY. In such event, adjustment in the Agreement price shall be made as provided in subsection (b) of this Section.

(e) The rights and remedies of the CITY provided for in this Section are in addition and supplemental to any and all

other rights and remedies provided by law or under this Agreement.

SECTION 10. AGREEMENT AND PURCHASE ORDER IN CONFLICT. Whenever the terms of this Agremeent

conflict with any purchase order issued pursuant to it, the Agreement shall prevail.

SECTION 11. EQUAL OPPORTUNITY EMPLOYMENT. The CONTRACTOR agrees that it will not discriminate

against any employee or applicant for employement for work under this Agreement because of race, color, religion, sex, age,

disability, or national origin and will take steps to ensure that applicants are employed, and employees are treated during

employment, without regard to race, color, religion, sex age, disability, or national origin. This 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.

SECTION 12. NO CONTINGENT FEES. The CONTRACTOR warrants that it has not employed or retained any

company or person, other than a bonafide employee working solely for the CONTRACTOR to solicit or secure this Agreement and

that it has not paid or agreed to pay any person, company, corporation individual or firm, other than a bona fide employee working

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solely for the CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from

award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate this

Agreement at its sole discretion, wtihout liablity and to deduct from the Agreement price, or otherwise recover, the full amount of

such fee, commission, percentage, gift, or consideration.

SECTION 13. CONFLICT OF INTEREST.

(a) The CONTRACTOR agrees that is will not contract for or accept employement for the performance of any work

or service with any individual, business, corporation or government unit that would create a conflict of interest in the performance

of its obligations pursuant to this Agreement with the CITY.

(b) The CONTRACTOR agrees that it will neither take any action nor engage in any conduct that would cause any

CITY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government.

(c) In the event that CONTRACTOR causes or in any way promotes or encourages a CITY officer, employee, or

agent to violate Chapter 112, Florida Statutes, the CITY shall have the right to terminate this Agreement.

SECTION 14. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise

encumbered, under any circumstances, by the parties hereto without prior written consent of the other party and in such cases only

by a document of equal dignity herewith.

SECTION 15. SUBCONTRACTORS. In the event that the CONTRACTOR, during the course of this Agreement,

requires the services of any subcontractors or other professional associates in connection with providing the goods covered by this

Agreement, the CONTRACTOR must first secure the prior express written approval of the CITY. If subcontractors or other

professional associates are required in connection with the goods covered by this Agreement. The CONTRACTOR shall remain

fully responsible for the performance of subcontractors or other professional associates.

SECTION 16. INDEMNIFICATION OF CITY. The CONTRACTOR agrees to hold harmless, indemnify the CITY,

its commissioners, officers, employees, and agents agains any and all claims, losses, damages or lawsuits for damages, arising

from, allegedly arising from or related to the provision of goods hereunder by the CONTRACTOR.

SECTION 17. INSURANCE.

(a) GENERAL. The CONTRACTOR shall at the CONTRACTOR’s own cost, procure the insurance required under

this Section.

(1) Prior to commencement of work pursuant to this Agreement, the CONTRACTOR shall furnish the

CITY with a Certificate of Insurance signed by an authorized representative of the insurer evidencing the insurance required by

this Section (Workers’ Compensation/Employer’s Liability, Commercial General Liability, and Business Auto). The CITY, its

officials, officers, and employees shall be named additional insured under the Commercial General Liability policy. The

Certificate of Insurance shall provide that the CITY shall be given not less than thirty (30) days written notice prior to the

cancellation or restriction of coverage. Until such time as the insurance is no longer required to be maintained by the

CONTRACTOR, the CONTRACTOR shall provide the CITY with a rneewal or replacement Certificate of Insurance not less than

thrity (30) days before expiration or replacement of the insurance for which a previous certificate has been provided.

(2) The Certificate shall contain a statement that it is being provided in accordance with the Agreement and

that the insurance is in full compliance with the requirements of the Agreement. In lieu of the statement on the Certificate, the

CONTRACTOR shall, at the option of the CITY submit a sworn, notarized statement from an authoized representative of the

insurer that the Certificate is being provided in accordance with the Agreement and that the insurance is in full compliance with the

requirements of the Agreement.

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(3) In addition to providing the Certificate of Insurance, if required by the CITY, the CONTRACTOR shall,

within thirty (30) days after receipt of the request, provide the CITY with a certified copy of each of the policies of insurance

providing the coverage required by this Section.

(4) Neither approval by the CITY nor failure to disapprove the insurance furnished by a CONTRACTOR

shall relieve the CONTRACTOR of the CONTRACTOR’s full responsilbility for performance of any obligation including

CONTRACTOR indemnification of CITY under this Agreement.

(b) INSURANCE COMPANY REQUIREMENTS. Insurance companies providing the insurance under this

Agreement must meet the following requirements:

(1) Companies issuing policies other than Workers’ Compensation, must be authorized to conduct business

in the State of Florida and prove same by maintaining Certificates of Authority issued to the companies by the Department of

Insurance of the State of Florida. Policies for Workers’ Compensation may be issued by companies authorized as a group self-

insurer by Section 440.57, Florida Statutes.

(2) In addition, such companies other than those authorized by Section 440.57, Florida Statutes, shall have

and maintain a Best’s Rating of “A” or better and a Financial Size Category of “VII” or better according to A.M. Best Company.

(3) If, during the period which an insurance company is providing the insurance coverage required by this

Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply with Section 440.57, florida

Statutes, or 3) fail to maintain the requisite Best’s Rating and Financial Size Category, the CONTRACTOR shall, as soon as the

CONTRACTOR has knowledgge of any such circumstance, immediately notify the CITY and immediatley replace the insurance

coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement.

Until such time as the CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to the CITY the

CONTRACTOR shall be deemed to be in default of this Agreement.

(c) SPECIFICATIONS. Without limiting any of the other obligations or liability of the CONTRACTOR, the

CONTRACTOR shall, at the CONTRACTOR’s sole expense, procure, maintain and keep in force amounts and types of insurance

conforming to the minimum requirements set forth in this subsection. Except as otherwise specified in the Agreement, the

insurance shall become effective prior to the commencement of work by the CONTRACTOR and shall be maintained in force until

the Agreement completion date. The amounts and types of insurance shall conform to the following minimum requirements.

(1) Workers’ Compensation/Employer’s Liability.

(A) The CONTRACTOR’s insurance shall cover the CONTRACTOR for liability which would be

covered by the latest edition of the standard Workers’ Compensation Policy, as filed for use in Florida by the National Council on

Compensation Insurance, without restrictive endorsements. The CONTRACTOR will also be responsible for procuring proper

proof of coverage from its subcontractors of every tier for liability which is a result of a Workers’ Compensation injury to to the

subcontractor’s employees. The minimum required limits to be provided by both the CONTRACTOR and its subcontractors is

outlined in subsection (c) below. In addition to coverage from the Florida Workers’ Compensation Act, where appropriate,

coverage is to be included for the United States Longshoremen and harbor Workers’ Compensation Act, Federal Employers’

Liability Act and any other applicable federal or state law.

(B) Subject to the restrictions of coverage found in the standard Workers’ Compensation Policy,

there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers’ Compensation Act, or

any other coverage customarily insured under Part One fo the standard Workers’ Compensation Policy.

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(C) The minimum amount of coverage undre Part Two of the standard Workers’ Compensation

Policy shall be:

$100,000.00 (Each Accident) $100,000.00 (Disease Each Employee) $500,000.00 (Disease – Policy Limit)

(2) Commercial General Liability.

(A) The CONTRACTOR’s insurance shall cover the CONTRACTOR for those sources of liability

which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01),

as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements other

than the elimination of Coverage C, Mecical Payment and the elimination of coverage for Fire Damage Legal Liability.

(B) The minimum limits to be maintained by the CONTRACTOR (inclusive of any amounts

provided by an Umbrella or Excess policy) shall be as follows:

LIMITS

General Aggregate $Two (2) Times the Each Occurrence Limit Each Occurrence Limit $1,00,000.00 (3) Business Auto Policy. (A) The CONTRACTOR’s insurance shall cover the CONTRACTOR for those sources of liability

which would be covered by Part IV of the latest edition of the standard Business auto Policy (ISO Form CA 00 01), as filed for use

in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements. Coverage shall

include owned, non-owned and hired autos.

(B) The minimum limits to be maintained by the CONTRACTOR (inclusive of any amounts

provided by an Umbrella or Excess policy) shall be per accident combined single limit for bodily injury liability and property

damage liability. If the coverage is subject to an aggregate, the CONTRACTOR shall maintain separate aggregate limits of

coverage applicable to claims arising out of or in connection with the work under this Agreement. The separate aggregate limits to

be maintained by the CONTRACTOR shall be a minimum of three (3) times the per accident limit required and shall apply

separately to each policy year or part thereof.

(C) The minimum amount of coverage under the Business Auto Policy shall be:

LIMITS

Each Occurrence Bodily Injury and $1,000,000 Property Damage Liability Combined

(4) COVERAGE. The insurance provided by CONTRACTOR pursuant to this Agreement shall apply on a

primary basis and any other insurance or self-insurance maintained by the CITY or the CITY’s officials, officers, or employees

hall be excess of an not contributing with the insurance provided by or on behalf of the CONTRACTOR.

(5) OCCURRENCE BASIS. The Workers’ Compensation Policy and the Commercial Genreal Liability

required by this Agreement shall be provided on an occurrence rather than a claims-made basis.

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(6) OBLIGATIONS. Compliance with the foregoing insurance requirements shall not relieve the

CONTRACTOR, its employees or agents of liability from any obligation under a Section or any other protions of this Agreement.

It shall also be the responsibility of the CONTRACTOR to ensure that all of its subcontractors performing services under this

Agreement are in compliance with the insurance requirements of this Agreement as defined above.

SECTION 18. ALTERNATIVE DISPUTE/CONFLICT RESOLUTION.

(a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the

parties agree to exhaust conflict resolution procedures as reasonably imposed by the CITY prior to filing suit or otherwise pursuing

legal remedies.

(b) The CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or

evidentiary materials that were not presented for consideration in the dispute resolution procedures set forth in subsection (a) this

Section of which the CONTRACTOR had knowledge and failed to present during the dispute resolution procedures.

(c) In the event that dispute resolution procedures are exhausted and a suit is filed or legal remedies are otherwise

pursued, the parties shall exercise their best efforts to resolve disputes through voluntary mediation. Mediator selection and the

procedures to be employed in voluntary mediation shall be mutually reasonably imposed by the CITY. The costs of voluntary

mediation shall be shared equally among the parties participating in the mediation.

SECTION 19. REPRESENTATIVES OF THE CITY AND THE CONTRACTOR.

(a) It is recognized that questions in the day-to-day conduct of performance pursuant to this Agreement will arise.

The CITY, upon request by the CONTRACTOR, shall designate in writing and shall advise the CONTRACTOR in writing of one

(1) or more of its employees to whom all communications pertaining to the day-to-day conduct of this Agreement shall be

addressed. The designated representative shall have the authority to transmit instructions, receive information and interpret and

define the CITY’s policy and decisions pertinent to the goods covered by this Agreement.

(b) The CONTRACTOR shall, at all times during the normal work week, designate or appoint one (1) or more

representatives of the CONTRACTOR who are authorized to act in behalf of and bind the CONTRACTOR regarding all matters

involving the conduct of the performance pursuant to this Agreement and shall keep the CITY continually and effectively advised

of such designation.

SECTION 20. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior

negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the

parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that

are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be

predicated upon any prior representations or agreements, whether oral or written.

SECTION 21. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modification, amendment or

alteration in the terms of conditions contained herein shall be effective unless contained in a written document executed with the

same formality and of equal dignity herewith.

SECTION 22. INDEPENDENT CONTRACTOR. It is agreed that nothing herein contained is intended or should be

construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting the

CONTRACTOR (including its officers, employees, and agents) the agent, representative, or employee of the CITY for any

purpose, or in any manner, whatsoever. The CITY is to be and shall remain forever an independent contractor with respect to all

services performed under this Agreement.

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SECTION 23. EMPLOYEE STATUS. Persons employed by the CONTRACTOR in the performance of services and

functions purusant to this Agreement shall have no claim to pension, workers’ compensation, unemployment compensation, civil

service or other employee rights or privileges granted to the CITY’s officers and employees either by operation of law or by the

CITY.

SECTION 24. GOODS NOT PROVIDED FOR. No claim for goods furnished by the CITY not specifically provided

for herein or not ordered by the CITY shall be honored by the CITY.

SECTION 25. PUBLIC RECORDS LAW. CONTRACTOR acknowledges CITY’s obligations under Article I,

Section 24, Florida Constitution, and Chapter 119, Florida Statutes, to release public records to members of the public upon

request. The CONTRACTOR acknowledges that the CITY is required to comply with Article I, Section 24, Florida Constitution,

and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and that said statute controls over

the terms of this Agreement.

SECTION 26. COMPLIANCE WITH LAWS AND REGULATIONS. In providing all goods pursuant to this

Agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the

provisions of, such goods, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules, or

regulations shall constitute a material breach of this Agreement, and shall entitle the CITY to terminate this Agreement

immediately upon delivery of written notice of termination to the CONTRACTOR.

SECTION 27. NOTICES. Whenever either party desires to give notice unto the other, it must be given by written

notice, sent by registered or certified United States mail, with return receipt requested, addressed to the party for whom it is

intended at the place last specified and the place for giving of notice shall remain such until it shall have been changed by written

notice in compliance with the provisions of this Section. For thepresent, the parties designate the following as the respective

places for giving of notice, to-wit:

FOR CITY:

City Manager 160 Cypress Point Parkway, Suite B-106 Palm Coast, FL 32164 FOR CONTRACTOR: ______________________ ______________________ ______________________

______________________

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SECTION 28. RIGHTS AT LAW RETAINED. The rights and remedies of the CITY, provided for under this

Agreement, are in addition and supplemental to any other rights and remedies provided by law.

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for

execution by the CITY.

ATTEST: COMPANY NAME HERE

_______________________________ By:________________________________ Authorized Corporate Officer Authorized Corporate Officer Date:______________________ ATTEST: CITY OF PALM COAST ______________________________ By:_____________________________ Clare M. Hoeni, CITY Clerk Jim Landon, CITY Manager

Date: _____________________ Approved by (Initials and date): ________/__/__ Responsible Department Director ________/__/__ City Finance ________/__/__ City PCMD ________/__/__ City Attorney Attachments: Exhibit A – Price Listing

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Exhibit A

PRICE LISTING