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CONTRACT TO PROVIDE CONSULTING SERVICES FOR SOLID WASTE AND RECYCLING UTILITY SYSTEMCONTRACT THIS CONTRACT, entered into this 7 day of March 2023, by and between the CITY OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748, Clearwater, Florida 33758 and KESSLER CONSULTING, INC. ("Kessler" or "Vendor"), a Florida corporation, 14620 N. Nebraska Ave, Tampa, Florida, and collectively as "Parties". WHEREAS, the City is securing a contract with fixed hourly pricing to provide consulting services for the Solid Waste and Recycling Utility System. WHEREAS, Kessler agrees to provide consulting services on an as -needed basis. WHEREAS, the City selected Vendor based on a competitive bid process conducted by Sarasota County, Bid #201997KP (Exhibit A), and permission to "piggyback" the resulting Term Contract #2021-025 (Exhibit B), all of which are incorporated by reference, attached hereto as Exhibits, and form a basis for this Contract. NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree that the above terms, recitals, and representations are true and accurate and are incorporated herein by reference, and the Parties further agree as follows: 1. SCOPE OF PROJECT. Kessler agrees to provide solid waste and recycling consulting services under the terms and conditions set forth in Sarasota County Bid #201997KP, and resulting Term Contract #2021-025, and more fully described in attached Exhibit C — Scope of Work. 2. TIME OF PERFORMANCE. The initial Contract Term shall commence on March 7 , 2023, and end March 6 , 2024. 3. COMPENSATION. The City will pay Kessler a sum not to exceed $50,000.00 as more fully described in attached Exhibit D — Fee Schedule, inclusive of all reasonable and necessary direct expenses, if applicable. The City may, from time to time, require changes in the scope of the project. Such changes, including any increase or decrease in the amount of Kessler's compensation, and any other changes in the terms of this Contract which are mutually agreed upon by and between City and Kessler shall be effective when incorporated in written amendment to this Contract, upon mutual agreement. 4. NOTICES AND CHANGES OF ADDRESS. Any notice required or permitted to be given by the provisions of this Contract shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid) on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. KESSLER CONSULTING, INC CITY OF CLEARWATER Mitch Kessler Name President Title zJ 7 Ifccvf)l)' Name !_ Title 14620 N Nebraska Ave, Bldg D Tampa, FL 33613 P.O. Box 4748 Clearwater, Florida 33758 Address 813-971-8333 7077 5-602 Vs -3P Telephone # Telephone # 5. INSURANCE REQUIREMENTS. Insurance Requirements are set forth in Exhibit E, which is incorporated by reference and attached hereto. 6. PROPRIETARY MATERIALS. Upon termination of this Contract, Kessler shall transfer, assign, and make available to City or its representatives all property and materials in Kessler possession belonging to or paid for by the City. 7. INTERESTS OF PARTIES. Kessler covenants that its officers, employees, and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance and/or provision of services required under the terms and conditions of this Contract. 8. CONFORMANCE WITH LAWS. Kessler agrees to comply with all applicable federal, state, and local laws during the life of this Contract. Vendor shall be responsible for obtaining and maintaining any licenses` permits, documents, or other permissions necessary for Vendor's operation. SARASOTA CONTRACT #2021-025 All terns and conditions set forth in Sarasota Contract #2021-025 (Exhibit B) are incorpo oted by reference and form a basis for this Contract. Any inconsistency in documents relating to this Contract shall be resolved by giving precedence in the following order: (i) this Contract and subsequent Amendments); and (ii) Sarasota #2021-025. 10. GOVERNING LAW AND VENUE. The laws of the State of Florida shall govern this Contract, and any action brought by either party shall lie in Pinellas County, Florida. IN WITNESS WHEREOF, the Parties have caused this Contract to be signed in its corporate/legal name by its authorized representatives or persons authorized to execute this Contract on the date and year first above written. KESSLER CONSULTING, INC. Mitch Kessler Digitally signed by ,'-.. Mitch Kessler Date: 2023.03.06 160109 -06'00' Name Mitch Kessler Title President Attest: Nikki McNew '., Digitally signed by Nikki McNew Date:. 2023.03.06 1601:55 -06'00' Name Nikki McNew Title Finance Manager CITY OF CLEARWATER Jennifeoirrier Interim City Manager Lead Assistant City Attorney Attest: je-1-14-c-(kcau: g_ -e( Rosemarie Call City Clerk Sarasota County Solicitation 201997KP Solid Waste Consulting Services Bid Designation: Public iti Sarasota County Sarasota County Exhibit A Bid 201997KP 5/8/2020 1:11 PM p. 1 Bid Number Bid Title Sarasota County Bid 201997KP Bid 201997KP Solid Waste Consulting Services 201997KP Solid Waste Consulting Services Bid Start Date May 8, 2020 3:09:33 PM EDT Bid End Date Jun 3, 2020 2:30:00 PM EDT Question & Answer End Date May 20, 2020 5:00:00 PM EDT Bid Contact Jissel Shoemaker Procurement & Contracts Specialist OFM - Procurement 941-404-8153 jshoemak@scgov.net Contract Duration 3 years Contract Renewal 2 annual renewals Prices Good for 120 days Bid Comments Sarasota County ("County"), a political subdivision of the State of Florida, will receive proposals on the date indicated in BidSync for the purpose of selecting a qualified Proposer to provide solid waste consulting services for an initial term of three years. Proposers are required to comply with Part I1, Scope of Services. Required Vendor Qualifications NO LOBBY, IMMIGRATION, LEGAL NAME Item Response Form Item 201997KP-01-01 - Letter of Interest Quantity 1 sheet Prices are not requested for this item. Delivery Location Sarasota County No Location Specified Qty 1 Description Upload single page Letter of Interest pursuant to Part I, Section 8.5.1 Item 201997KP-01-02 - Resumes Quantity 1 each Prices are not requested for this item. Delivery Location Sarasota County No Location Specified Qty 1 5/8/2020 1:11 PM p. 2 Sarasota County Bid 201997KP Description Upload resumes of Key Personnel pursuant to Part I Section 8.5.2 Item 201997KP-01-03 - Experience Quantity 1 sheets Prices are not requested for this item. Delivery Location Sarasota County No Location Specified Qty 1 Description Upload resumes of Key Personnel pursuant to Part I Section 8.5.3 Item 201997KP-01-04 - Project Approach Quantity 1 set Prices are not requested for this item. Delivery Location Sarasota County No Location Specified Qty 1 Description Upload Project Approach pursuant to Part1 Section 8.5.4 Item 201997KP-01-05 - Compensation Quantity 1 each Prices are not requested for this item. Delivery Location Sarasota County No Location Specified Qty 1 Description Upload Compensation pursuant to Part1 Section 8.5.5 5/8/2020 1:11 PM P. 3 Sarasota County Bid 201997KP rp Sarasota County REQUEST FOR PROPOSALS ("RFP") — PART I RFP #: 201997KP RFP TITLE: Solid Waste Consulting Services 1.0 PURPOSE Sarasota County ("County"), a political subdivision of the State of Florida, will receive proposals on the date indicated in BidSync for the purpose of selecting a qualified Proposer to provide solid waste consulting services for an initial term of three years. Proposers are required to comply with Part II, Scope of Services. 2.0 PROPOSER 2.1 For the purpose of this RFP, the term "Proposer" is defined as the legal entity submitting a proposal. 2.2 Proposers intending to submit a bid as a joint venture with another company must provide documentation attesting to the formation of that joint venture with their submittal. 3.0 QUALIFICATIONS 3.1 Minimum Qualifications 3.1.1 The Proposer must demonstrate experience providing solid waste consulting services similar to those listed in Part II, Scope of Services within the past five years. 3.2 Preferred Qualifications 3.2.1 At least one of the Proposer's key personnel listed in the proposal is certified in Solid Waste Association of North America (SWANA) and is certified in one or more of the following SWANA technical disciplines: a. Leachate Recirculation and Bioreactor Landfills b. Composting Programs c. Construction & Demolition Management d. Household Hazardous Waste (HHW) & Conditionally Exempt Small Quantity Generator (CESQG) Collection Facility Operations e. Integrated Solid Waste Systems Management f. Landfill Operations (Manager of Landfill Operations a.k.a. MOLO) g. Recycling Systems h. Solid Waste Collection Systems Transfer Stations j. Zero Waste Principles & Practices RFP Part I Rev 07/16/19 Page 1 of 7 5/8/2020 1:11 PM p. 4 Sarasota County Bid 201997KP S. asota County REQUEST FOR PROPOSALS ("RFP") — PART I 3.2.2 The Proposer has provided consulting services for franchise collection agreements. 3.2.3 The Proposer has conducted waste composition studies. 3.2.4 The Proposer has completed solid waste consulting projects in Florida. 5.0 RFP SCHEDULE An anticipated schedule is provided below. This schedule is subject to change at any time. All public meetings will be posted on the County's Calendar of Events. Short-listed Proposers should be prepared to attend presentations either in Sarasota, Florida or virtually, at the County's discretion. Evaluation Meeting 06/12/20 Presentations by short-listed Proposers 06/29/20 Notice of Recommended Award 07/01/20 Contract Negotiations 07/06/20 - 7/20/20 Contract Award 9/22/20 6.0 SUBMITTAL INSTRUCTIONS 6.1 Proposals must be submitted electronically in BidSync no later than the bid end date specified in BidSync. Proposals submitted by any other method will not be accepted. The County assumes no responsibility for any Proposals received after the bid end date. Late submittals will not be accepted. 6.2 Proposals submitted cannot be viewed by anyone other than the Proposer until the official bid opening occurs. Submitted proposals will be made public in accordance with Florida Public Record laws found in Ch. 119, F.S. 7.0 PRE -PROPOSAL CONFERENCE 7.1 All conferences will take place at the time, date and location specified in BidSync. No pre -proposal conference is scheduled 7.3 When applicable, Proposers are advised to visit each location to familiarize themselves with all work areas. Failure to do so will in no manner relieve the Proposer from furnishing materials or services that may be required to carry out and complete the contract in accordance with the intent of the specifications listed herein. RFP Part I Rev 07/16/19 Page 2 of 7 5/8/2020 1:11 PM P. 5 Sarasota County Bid 201997KP S. asota County REQUEST FOR PROPOSALS ("RFP") - PART I 7.4 Questions asked at a pre -proposal conference will be formally answered via an addendum. Proposers shall not rely on oral communications. 8.0 SUBMITTAL DOCUMENTS 8.1 Electronic Forms - The forms checked below are provided as attachments to this RFP. Failure to complete and submit any of the required forms electronically with a submittal may cause a Proposer to be declared non-responsive. 8.1.1 Proposer Information Form ® Required ❑ Not Applicable 8.1.2 Local Business Certification - Select "N/A" on the Local Business Certification if you do not qualify as a local business. ® Required ❑ Optional ❑ Not Applicable 8.2 Required Qualification Documents - All Proposers must complete the qualifications listed below in BidSync prior to the submittal due date and time. Failure to complete any of the required qualifications by the specified due date and time, may cause a Proposer to be declared non- responsive. 8.2.1 (REQUIRED) NO LOBBY: All Proposers must complete a No Lobby qualification in BidSync prior to the submittal due date and time. 8.2.2 (REQUIRED) IMMIGRATION: All Proposers must verify they meet Federal and State employment eligibility requirements by completing the Immigration Qualification (Employment Eligibility) in BidSync prior to the submittal due date and time. 8.2.3 (REQUIRED) LEGAL NAME: All Proposers must provide the legal name of the organization submitting the bid by completing the Legal Name qualification in BidSync prior to the submittal due date and time. 8.3 .JV (Joint Venture): Proposers submitting as a joint venture or partnership must complete the JV qualification (and upload all required joint venture documentation) in BidSync prior to the submittal due date and time. 8.4 PR (Public Records Disclosure): Proposers claiming an exemption from public records disclosure under Florida public records law must complete the PR qualification (and upload all required documentation) in BidSync prior to the submittal due date and time. RFP Part I Rev 07/16/19 Page 3 of 7 5/8/2020 1:11 PM P. 6 Sarasota County Bid 201997KP S. asota County REQUEST FOR PROPOSALS ("RFP") - PART I 8.5 Documents - In addition to the forms listed above, proposals must include all of the documents below that are marked as "Required". All required documents must be provided in electronically in PDF format. 8.5.1 Letter of Interest - All proposals must include a single page Letter of Interest ® Required ❑ Optional ❑ Not Applicable 8.5.2 Resumes of Key Personnel demonstrating the minimum and preferred qualifications as outlined above. Provide copies of SWANA certifications, if applicable. ® Required ❑ Optional ❑ Not Applicable 8.5.3 Experience - Maximum 20 Pages Provide a brief history of the firm, including number of years in business, pertinent capabilities and evidence of experience and resources necessary to successfully provide the services requested. ® Required ❑ Optional ❑ Not Applicable 8.5.4 Project Approach - Maximum 20 Pages Provide a detailed project approach, including the proposed strategy for providing the services requested. Anticipated resources, including staffing levels, technology and equipment should be provided. ® Required ❑ Optional ❑ Not Applicable 8.5.5 Compensation Provide proposed compensation using the method or methods checked below. ® Provide a fully burdened hourly rate for positions used to perform requested services. Include a position classification including a short description for each position being proposed. Hourly rates shall include all profit, direct and indirect labor costs, personnel related costs, overhead, and administrative costs, travel related out-of-pocket expenses and costs, and all other costs which are necessary to provide expenses and costs, and all other costs which are necessary to provide the services as outlined in the Scope of Services. Provide a percent markup for direct expenses and subconsultants, mark-up shall not exceed 10% of actual cost. 9.0 EVALUATION RFP Part I Rev 07/16/19 Page 4 of 7 5/8/2020 1:11 PM p. 7 Sarasota County Bid 201997KP S. asota County REQUEST FOR PROPOSALS ("RFP") — PART I 9.1 All timely responses meeting the criteria set forth in this RFP shall be considered by the County. 9.2 Prior to scoring the proposals, the Evaluation Committee will determine if presentations are required. The number of Proposers to be short- listed for presentations will be determined prior to scoring. 9.3 Proposals will be evaluated in accordance with the scoring and evaluation criteria listed in this solicitation document. 9.3.1 If presentations are not requested, the Committee will recommend he highest scoring Proposer for award. 9.3.2 If presentations are requested, the Committee will rank the short-listed Proposers, and recommend the first ranked Proposer for award, following the presentations. 9.4 Notice of any public meetings pertaining to this RFP shall be posted at www.scgov.net. Proposers are instructed to contact Sarasota County Procurement if no meetings are indicated on the website and they wish to confirm whether meetings have been scheduled. 10.0 SCORING AND EVALUATION CRITERIA 10.1 Proposals will be evaluated based on price, quality and service, using the evaluation criteria below. Only whole numbers are to be used by the Evaluation Committee when scoring proposals. CRITERIA DESCRIPTION MAXIMUM POINTS QUALITY AND SERVICE CRITERIA QUALIFICATIONS, CAPABILITIES AND DEMONSTRATED EXPERIENCE Experience and qualifications of the Proposer. Experience and qualifications of professional personnel assigned to the Project Team. Past Performance providing similar scopes of services. 50 PROJECT APPROACH Completeness and clarity of the Proposer's approach to providing the proposed scope. Ability of the proposed approach 15 RFP Part I Rev 07/16/19 5/8/2020 1:11 PM Page 5 of 7 p. 8 Sarasota County S. . sOta County REQUEST FOR PROPOSALS ("RFP") — PART I Bid 201997KP CRITERIA DESCRIPTION MAXIMUM POINTS to accomplish the County's objectives. LOCAL BUSINESS PREFERENCE Awarded to proposers who meet the county's local Business definition as described in the Sarasota County Procurement Code. 10 PRICE CRITERIA COMPENSATION Proposed Fees 25 MAXIMUM TOTAL POINTS 100 11.0 AWARD 11.1 It is the intent of the County to award one contract to the Proposer who, in the sole opinion of the County, are most qualified to perform the scope of services required. 11.2 The successful Proposer shall be required to submit proof of licenses or certifications as required by the County. 11.3 In the event of a tie, the RFP tie -breaking procedures identified in the Sarasota County Procurement Manual will apply. 11.3.1To be considered, tied Proposers will be required to provide documentation certifying they have implemented a drug-free workplace program meeting the requirements stipulated in Section 287.087, Florida Statutes. Documentation must be provided within the time specified by the County at the time of request. 11.4 Local Preference In awarding this RFP, preference shall be given to local businesses in accordance with Section 2-215 of the Sarasota County Procurement Code. 12.0 CHANGES IN PROJECT TEAM 12.1 A change in the project team of a short-listed firm after the submission of the response to this RFP could result in reconsideration of the scoring RFP Part I Rev 03/04/20 Page 6 of 7 5/8/2020 1:11 PM P. 9 Sarasota County Bid 201997KP S. . ota County REQUEST FOR PROPOSALS ("RFP") — PART I of applicable evaluation criteria, at the sole discretion of the County. 12.2 Any changes in the project team of a short-listed firm should be brought to the attention of the County as soon as possible after the change is made. The changes, the reasons for the changes, and resumes for the individuals being substituted for an original project team member, must be submitted, prior to oral presentations, to the Procurement Analyst identified on the Solicitation Summary. 12.3 Decreases in scoring may result from the reconsideration of changes in the project team or a short-listed firm. No increases in scoring will result from the reconsideration of changes in the project team of a short-listed firm. 12.4 After award of a contract, the successful respondent shall not be allowed to substitute project team members named in this response, including subcontractors, without the prior written permission of the County. Substitution may, in the sole opinion of the County, be grounds for cancellation of selection, or termination of contract. 13.0 CONFLICT OF INTEREST 13.1 Any Proposer who has drafted any portion of a scope of work or specifications for a project, or any entity which provides material assistance to such Proposer in such work, shall be ineligible to compete for the contract for design or construction of that project. 13.2 Selected Proposers, either directly or through an affiliate, may not have a business relationship with any entity to perform work related to a work assignment issued under any resulting contract. RFP Part I Rev 03/04/20 Page 7 of 7 5/8/2020 1:11 PM p. 10 Sarasota County PART II SCOPE OF SERVICES 1. OVERVIEW Bid 201997KP The Sarasota County Integrated Solid Waste Management System (System), recognizing waste as a valuable resource; collects, processes and disposes of different types of waste with a focus on recycling, waste reduction and sustainability. Our goal is to reduce the toxicity and volume of waste going into the landfill as well as extend the life of the landfill, protect surface water and groundwater, and control long term monitoring costs. The System identifies opportunities to expand and diversify our economic base by marketing recyclables, reclaiming materials, and reducing operating costs with the collocation of facilities and industries. Sarasota County strives to provide exceptional services that are convenient, reliable, cost-effective, safe and environmentally sustainable. County public outreach programs and education efforts increase awareness, enhance community character, improve quality of life for visitors and residents, and protect our natural resources through litter prevention and abatement, waste reduction and recycling education efforts, various waste collection drives, and volunteer programs. 2. TYPES OF SERVICES A. The Consultant shall provide various types of services which may include, but are not limited to, the following: i. Providing industry research and guidance on solid waste programs, technologies, and processes; ii. Estimating costs; iii. Conducting waste stream analysis and composition studies; iv. Conducting feasibility studies; v. Conducting generation studies; vi. Conducting collection efficiency studies; vii. Conducting studies and investigations related to recycling and collection issues; viii. Assistance with procurement process including preparation of scope, evaluation of submittals and recommendations, and negotiation of contracts; ix. Preparation of and negotiation of franchise collection agreements; x. Participate in proposal review committees; xi. Research of innovative processes and techniques; xii. Education outreach programs; xiii. Drafting, revising, or consulting on solid waste ordinances, master plans, and/or comprehensive plan; xiv. Piloting/implementing alternative collection approaches; 5/8/2020 1:11Ravised 8/05/19 Part II - Page 1 of 2 p. 11 Sarasota County PART II SCOPE OF SERVICES Bid 201997KP xv. Technical services related to existing and new facilities and structures; xvi. Facility site assistance including zoning, special exception, or planning; xvii. Rate study and cost analysis; xviii. Collection area routing analysis; xix. Peer review; xx. Conduct and provide reports using public surveys and polls; xxi. Assist with preparation and facilitation of public meetings; xxii. Provide support for and attend Board or other government meetings; and xxiii. Other solid waste consulting services as required, such as auditing services, marketing services and/or graphic design. 3. ASSIGNMENT OF WORK A. The County shall by verbal request or email provide the Consultant a project description for each project that is required to be performed by the Consultant under this Contract. A task order number will be provided to the Consultant in the request and this number shall be referenced on all correspondence, including invoicing. The project description shall be used by the Consultant to provide the County with a project proposal. When a project proposal is requested by the County, the Consultant shall respond, verbally or in email, to the County within two (2) business days of the initial notification and provide a written proposal within five (5) business days of initial notification unless additional time is approved by the County's Administrative Agent. The following shall apply to project proposals: The project proposal shall include the scope of work, the estimated length of the project, and a detailed cost estimate, which includes the number of work hours, hourly rate, number and types of employees required including subconsultants, materials, equipment, and permits (if required). ii. The Consultant shall provide an estimated start date to provide the County with an idea of when the Consultant shall be available to start the project. iii. Service shall not be performed until the County approves the written project proposal and issues a purchase order. iv. If unforeseen or unknown tasks or deliverables not within the scope of the original project proposal are required, the Consultant shall submit a revised project proposal for the additional or changed work to be approved by the County. v. No additional work shall commence unless the County approves the revised project proposal in writing. End of Part II 5/8/20201:111 vised 8/05/19 Part II - Page 2 of 2 p. 12 Sarasota County Bid 201997KP $a ota County PART III — INSURANCE REQUIREMENTS CONTRACTOR'S INSURANCE Contractor shall, on a primary basis and at its sole expense, maintain in full force and effect, at all times during the life of this Contract, insurance coverage (including endorsements) and limits as described herein. These requirements, as well as the County's review or acceptance of insurance maintained by Contractor, are not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this Contract. Insurance requirements itemized in this Contract and required of the Contractor shall extend to all subcontractors to cover their operations performed under this Contract. The Contractor shall be responsible for any modifications, deviations, or omissions in these insurance requirements as they apply to subcontractors. Insurance carriers providing coverage required herein must be licensed to conduct business in the State of Florida and must possess a current A.M. Best's Financial Strength Rating of A- Class VII or better. Each insurance policy required by this Contract shall apply separately to each insured against whom claim is made and suit is brought, except with respect to limits of the insurer's liability. The Contractor shall be solely responsible for payment of all premiums, deductibles and retentions to which such policies are subject. Contractor shall furnish Certificates of Insurance to the County Administrative Agent evidencing the types and amounts of coverage, including endorsements, required by this Contract prior to commencement of work and prior to expiration of the insurance contract, when applicable. Such Certificate(s) of Insurance shall be required to provide County with 5 -day prior written notice of any policy cancellation or non -renewal. The County reserves the right to review, reject, or accept any required policies of insurance, including limits, coverage, or endorsements, herein from time to time throughout the term of this Contract. County reserves the right, but not the obligation, to review and reject any insurer providing coverage due to its poor financial condition or failure to operate legally. A. WORKERS' COMPENSATION: Contractor agrees to maintain Workers' Compensation insurance in accordance with Florida Statutes, Chapter 440. Employers Liability to be included with a minimum limit of $100,000.00 per accident/per disease/per employee. If work is to be performed over or adjacent to navigable water and involves maritime exposure, applicable LHWCA, Jones Act, or other maritime law coverage shall be included. In the event the Contractor has "leased" employees, the Contractor or the employee leasing company must provide evidence of a Workers' Compensation policy for all personnel on the worksite. Insurance Template 1 Revised 05/13/16 Page 1 of 2 5/8/2020 1:11 PM p. 13 Sarasota County Bid 201997KP S�u'sota County PART III — INSURANCE REQUIREMENTS Contractors who are exempt from Florida's Workers' Compensation law must provide proof of such exemption issued by the Florida Department of Financial Services, Bureau of Workers' Compensation. B. COMMERCIAL GENERAL LIABILITY: Contractor agrees to maintain Commercial General Liability per ISO form CG0001 or its equivalent, including but not limited to coverage for premises and operations, personal injury, products & completed operations, liability assumed under an insured contract, and independent contractors with limits of not less than $1,000,000.00 each occurrence, $2,000,000.00 aggregate covering all work performed under this Contract. Contractor agrees to endorse Sarasota County Government as an additional insured on the Commercial General Liability coverage. C. BUSINESS AUTOMOBILE LIABILITY: Contractor agrees to maintain Business Automobile Liability with limits not less than $500,000.00 combined single limit for each accident covering all Owned, Non -Owned & Hired automobiles used in the performance of this Contract. In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for Hired & Non -Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. If the Contractor is shipping a product via common carrier, the contractor shall be responsible for any loss or damage sustained in delivery/transit. SPECIALIZED REQUIREMENTS (LIABILITY EXPOSURES) A. PROFESSIONAL LIABILITY: Consultant shall maintain Professional Liability insurance, or equivalent Errors & Omissions Liability insurance, with limits not Tess than $1,000,000 per claim/occurrence and in the aggregate for professional services rendered under this Contract. If coverage is written on a claims -made basis: a. Any retroactive date shall precede the effective date of this Contract; b. Consultant shall provide certificates of insurance evidencing the required coverage for a period of two years after final payment under this Contract is made, or provide evidence showing Consultant has obtained a two year extended reporting period endorsement. Insurance Template 1 Revised 05/13/16 Page 2 of 2 5/8/2020 1:11 PM p. 14 Sarasota County Bid 201997KP PROPOSER INFORMATION FORM Proposer Information: Proposer (legal name of firm submitting proposal): # of Years in Business: Contact Name: Contact Email: I Proposer's Headquarters: Headquarters Address: I Contact Phone: City: I State: I Zip: I Location to Perform Work: Address: City: State: I Zip: I The person named below certifies that the information provided above is true and correct. Proposers who submit falsified data shall be subject to Section 2-213 of the Sarasota County Procurement Code and subject to suspension and debarment pursuant to Chapter 13 of the Sarasota County Procurement Manual. Business Name: 1 Authorized Representative: Solicitation #: 201997KP 1 Title: I Date: I 5/8/2020 1:11 PM p. 15 Sarasota County Bid 201997KP When applicable, Sarasota County grants preference to local businesses in accordance with Section 2-215 of the Sarasota County Procurement Code. All vendors submitting a response to this solicitation must submit a local business certification as part of their bid/proposal submittal. ❑ N/A. Vendor does not wish to be considered for local business preference (do not respond to items 1-4 below). O Vendor would like to be considered for local business preference. If this box is checked, vendor must respond to items 1 — 4 below. 1. Place of Business The business named below is legally authorized to engage in the sale of goods and/or services and has a permanent physical place of business in 0 Sarasota County ❑ Manatee County 0 Charlotte County Current Business Address: I City: I State: I Zip: I Length of time at current location: [years] I [months] 1 If the business has been located at the address above for less than 1 year, provide the previous address: Previous Business Address: I City: I State: I Zip: I Length of time at previous location: [years] I [months] 1 2. Local Business Tax The business named below is located in and has an active local business tax receipt in: 0 Sarasota County 0 Charlotte County Local Business Tax Receipt #: I If the business named below is located in Manatee County, the business must be able to submit verifiable documentation (utility bill, tax receipt, etc) to substantiate the location of the business, within 5 business days of request by the County. 3. Local Business Employees Number of full-time employees employed by the business named below: I 4. Principal Officer A Principal Officer of the Business listed below is employed at the location identified in Section 1. 0 Yes (If yes, please provide name and title) ❑ No Name of Principal Officer: I Title of Principal Officer: I The undersigned hereby certifies that the information provided above is true and correct. Businesses who submit falsified data shall be subject to Section 2-213 of the Sarasota County Procurement Code and subject to suspension and debarment pursuant to Chapter 13 of the Sarasota County Procurement Manual. Business Name: I 5/8/2020 1:11 PM p. 16 Sarasota County Bid 201997KP Authorized Representative: I Title: Solicitation #: I Date: I ❑® 5/8/2020 1:11 PM p. 17 ay�sota County County GENERAL TERMS AND CONDITIONS OF SOLICITATIONS 1.0 DEFINITIONS 1.1 County shall mean Sarasota County. 1.2 Offer shall mean the response submitted by an offeror to the County's solicitation. 1.3 Offeror shall mean the legal entity or individual submitting an offer to the County in response to a solicitation. Offeror may also be referred to in solicitation documents as bidder, consultant, firm, proposer, vendor or contractor. 1.4 Evaluation Committee shall mean those individuals approved by the Procurement Official, or designee, to evaluate offers. 2.0 AVAILABILTY OF DOCUMENTS 2.1 All documentation related to Sarasota County solicitations is available through BidSync at www.bidsync.com. 2.2 It is solely the responsibility of each offeror to ensure they have obtained current copies of all documents issued by the County in relation to any solicitation. 2.3 Only documents obtained directly from BidSync (www.bidsync.com) are official versions. Offerors who rely on any other sources for such documents, do so at their own risk. 3.0 QUESTIONS & ADDENDA 3.1 Any inquiries, suggestions or requests concerning interpretation, clarification or additional information pertaining to the solicitation shall be submitted electronically through BidSync. All questions must be received no later than the deadline specified in the solicitation. No verbal requests for information will be honored. 3.2 The electronic response posted in BidSync or the posting of an addendum in BidSync are the only official methods whereby interpretation, clarification or additional information will be provided. It shall be the responsibility of each offeror, prior to submitting their offer, to visit BidSync and determine if addenda were issued and to make such addenda a part of their offer. 3.3 The County shall not be responsible for oral interpretations or representations made by County employees, representatives or third parties. Any questions raised at a pre -solicitation meeting will be formally answered in an addendum. 3.4 By submitting an offer, offerors acknowledge receipt of any and all issued addenda, and agree to the provisions of each. 4.0 PUBLIC MEETINGS Notice of any public meetings pertaining to this solicitation shall be posted on the County calendar at www.scgov.net. 5.0 RESPONSIVENESS TO SOLICITATION REQUIREMENTS 5.1 To be responsive, an offeror shall submit an offer that conforms in all material respects to the requirements set forth in the solicitation. 5.2 Failure to submit the required forms and information in the Bid 201997KP manner specified may result in the offer being found non- responsive, at the sole discretion of the County. 5.3 Offerors are required to submit pricing on forms supplied by the County. Offers, may be deemed non-responsive if required forms are not used and duly signed by an authorized representative of the offeror. 5.4 Offerors submitting more than one bid form or price proposal in response to a solicitation may be deemed non- responsive. 5.5 The County objects to and shall not consider any additional terms or conditions submitted by an offeror, including any appearing in documents attached as part of an offeror's offer. In submitting its offer, offeror agrees that any additional terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect. Failure to comply with terms and conditions, including those specifying information that must be submitted with an offer, shall be grounds for rejecting an offer. 6.0 QUALITY GUARANTEE 6.1 Unless otherwise specifically provided in the specifications, all equipment, materials and articles incorporated in the work covered by any resulting contract shall be new and of the most suitable grade for the purpose intended. 6.2 If any product/service delivered does not meet performance representations or other quality assurance representations as published by manufacturers, producers or distributors of such products or the specifications listed in this solicitation, the offeror shall pick up the product from the County at no expense to the County. The County reserves the right to reject any or all materials if, in its judgment, the item reflects unsatisfactory workmanship or manufacturing or shipping damage. Also, the offeror shall refund to Sarasota County any money which has been paid for same 7.0 RESPONSIBILITY 7.1 To be responsible an offeror shall have the demonstrated capability in all respects to perform fully the contract requirements, and the tenacity, perseverance, experience, integrity, reliability, capacity, facilities, equipment, and credit which will ensure good faith performance. The County reserves the right to make such investigation as it deems necessary to determine the ability of any offeror to deliver the goods or services requested in accordance with the solicitation documents to County's satisfaction within the prescribed time. 7.2 The offeror shall provide information the County deems necessary to make this determination. Such information may include, but shall not be limited to: project references, current financial statements, projected project schedule(s), verification of availability of equipment and personnel, evidence of authority to conduct business in the jurisdiction where services are being provided, and past performance records. 7.3 The County may review any scope of work with an offeror before accepting the offer. Before award of the contract, GTC Solicitations—Revised 10/11/18 Page 1 of 6 5/8/2020 1:11 PM p. 18 Sa ota County County GENERAL TERMS AND CONDITIONS OF SOLICITATIONS the offeror shall furnish to the County an analysis of its prices, if requested to do so. 8.0 RETENTION OF OFFER All offers submitted in response to this solicitation shall be retained by the County. 9.0 IRREVOCABLE OFFER Any offer may be withdrawn up until the due date and time specified on the solicitation summary. Any offer not so withdrawn shall, upon opening, constitute an irrevocable offer for a period of 120 days. 10.0 INSURANCE 10.1 Before performing any work, offeror shall procure and maintain insurance listed in the solicitation. 10.2 The offeror shall submit proof of insurance per Sarasota County's specifications, including additional insured, upon request by the County. Failure to submit proof of required insurance within ten (10) business days of request by the County may result in an award being rescinded. 11.0 RESERVED RIGHTS 11.1 The County reserves the right to accept or reject any or all offers, to waive irregularities and technicalities, and to request clarifications or additional information from offerors. 11.2 The County reserves the right to accept all or any part of the offer and to increase or decrease quantities to meet additional or reduced requirements of the County. 11.3 Any sole offer received by the submission date may be accepted or rejected by the County Administrator or designee. In the event the County rejects the sole offer, it may elect to negotiate with any responsible provider. 11.4 The County reserves the right to cancel a solicitation at any time and to cancel any recommended award or recommended contract at any time prior to execution. 11.5 Offerors are advised that any person, firm, or other party to whom they propose to award a subcontract must meet all minimum qualifications as stated in the specifications. 11.6 Unless otherwise stated in the specifications, any contracts resulting from this solicitation are non-exclusive. The County reserves the right, in its sole opinion, to direct purchase items listed in this solicitation. 11.7 The County reserves the right to request price justification, if, in its sole opinion, offeror has submitted a bid or quote that appears to be unbalanced. Offerors submitting unbalanced bids or quotes (e.g. excessively high or excessively low line items) may be deemed non-responsive by the County. 11.8 County may remove materials from a contract and make direct purchases of those materials when the County determines it's in the best interest of the County. The contract price shall be adjusted based on the price of the materials removed and any related indirect costs. 11.9 The County reserves the right to correct formula errors on forms provided by the County for use by the offeror. GTC Solicitations — Revised 10/11/18 Bid 201997KP 11.10 Any resulting contract may be terminated for convenience by Sarasota County by giving written notice to the offeror thirty (30) days in advance of termination, unless otherwise specified in the contract 12.0 ADDITIONAL INFORMATION The County reserves the right to request clarifications or additional information from any offeror. Specific questions may be addressed to each of the offerors as applicable. 13.0 PROTESTS Protests are processed in accordance with the procedures set forth in the Sarasota County Procurement Code. In the event of a protest of the terms, conditions and specifications, the County may issue an addendum indicating that a protest has been filed and extending the due date. 14.0 CONTACT WITH COUNTY STAFF 14.1 After the issuance of the solicitation, prospective offerors or any agent, representative or person acting at the request of such offeror shall not contact, communicate with or discuss any matter relating in any way to the solicitation with any officer, agent or employee of Sarasota County, including members of evaluation committees, other than the Procurement Official or Procurement Analyst named in the solicitation. Failure to comply with this provision may result in the disqualification of the offeror, at the option of the County. 14.2 This prohibition begins with the issuance of any solicitation, and ends upon issuance of a purchase order or execution of the contract, whichever comes first, or upon cancellation of the solicitation. Violation of this prohibition may result in the offeror being considered non -responsible. 14.3 Notwithstanding the forgoing, during the negotiation period, offeror may communicate with those members of County staff, consultants, or third parties designated by the County. 15.0 CODE OF ETHICS 15.1 With respect to this offer, if any offeror violates or is a party to a violation of the State of Florida Code of Ethics for Public Officers and Employees, Chapter 112, Part III, F.S., such offeror may be disqualified from performing the work described in the solicitation or from furnishing the goods or services for which the offer is submitted and may be further disqualified from submitting future offers. 15.2 The Florida Code of Ethics regulates the ability of the County to contract with its public officers (including board members), employees, and their immediate relatives. Offerors shall disclose any such potential conflicts on the provided Conflict of Interest Form. Offerors are responsible for reviewing Section 112.313, F.S. to determine whether they may have a conflict. If offeror is in doubt as to their ability to contract with the County they shall seek a conflicts of interest opinion from the County prior to submittal of an offer. Page 2 of 6 5/8/2020 1:11 PM p. 19 sSaloottaa County County GENERAL TERMS AND CONDITIONS OF SOLICITATIONS 16.0 COLLUSION 16.1 By submitting an offer to a solicitation, the offeror certifies that it has not divulged to, discussed or compared its offer with other offerors and has not colluded with any other offeror or parties to this offer whatsoever. Also, offeror certifies, and in the case of a joint offer, each party thereto certifies, as to its own organization that in connection with the offer: a. Any prices and/or data submitted have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices and/or cost data, with any other offeror or with any competitor; b. Any prices and/or cost data quoted for this offer have not been knowingly disclosed by the offeror prior to the scheduled opening directly or indirectly to any competitor; c. No attempt has been made or will be made by the offeror to induce any other person or firm to submit, not to submit, or withdraw an offer for the purpose of restricting competition; d. The only person or persons interested in this offer as principal or principals is/are named therein and that no person other than therein mentioned has any interest in this offer; and e. No person or agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee except bona fide employees or established commercial agencies maintained by the offeror for the purpose of doing business. 16.2 An offer may be disqualified if an offeror submits more than one offer or if there is evidence of collusion: 17.0 PUBLIC ENTITY CRIMES 17.1 Pursuant to Subsection 287.133(a), F.S., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. 17.2 Additionally, pursuant to County policy, a conviction of a public entity crime may cause the rejection of an offer. The County may make inquiries regarding alleged convictions of public entity crimes. The failure of an offeror to promptly supply information in connection with an inquiry may be grounds for rejection of an offer. 18.0 PUBLIC RECORDS 18.1 By participating in this solicitation process and submitting an offer, an offeror acknowledges the requirements of the GTC Solicitations — Revised 10/11/18 5/8/2020 1:11 PM Bid 201997KP Florida Public Record laws found in Ch. 119, F.S., and s. 24(a), Art. I of the Florida Constitution (the "Public Record Laws"), and agrees to the provisions set forth in this section. 18.2 Sarasota County is a public entity subject to the Public Record Laws. All offers and written communications regarding this solicitation become public records upon receipt by Sarasota County and therefore are subject to public disclosure. If an offeror asserts that any portion of its offer or written communication is exempt from disclosure under the Public Record Laws (a "Protected Record") then the offeror MUST comply with the following process. Failure to do so may lead to waiver of protections available under Public Records Laws. a. Clearly identify each portion of its Protected Record(s) that it believes is statutorily protected from disclosure and identify such statute(s); b. In accordance with solicitation requirements, submit a separate electronic copy of offeror's offer or written communication with only the protected portions redacted. 18.3 In response to a public records request Sarasota County may produce offeror's entire non -redacted offer or communication, unless offeror submits a redacted copy in compliance with Section 18.2. 18.4 If offeror has complied with the provisions of this section by identifying certain documents as offeror's Protected Record(s) and Sarasota County receives a public record request for a Protected Record, then Sarasota County will produce the redacted copy provided by offeror in response to the public record request to the extent the redactions reasonably reflect protections available under applicable law. In the event a records requestor is seeking the entire un -redacted offer and offeror continues to assert in good faith that offeror's Protected Record(s) are confidential or exempt from disclosure or production pursuant to Chapter 119, F.S., then offeror shall be solely responsible for defending its position, seeking a judicial determination of exempt status of the Protected Record and defending Sarasota County in any action brought by a third party. 18.5 Notwithstanding the provisions of this section, in accordance with Federal or State law, Sarasota County will comply with any court order or government agency directive to produce a Protected Record. 19.0 EQUAL EMPLOYMENT OPPORTUNITY Offeror shall comply with all federal, state, and local laws, regulations and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under the resulting contract or purchase order. 20.0 NON-DISCRIMINATION AND PUBLIC ACCOMODATIONS 20.1 Sarasota County prohibits discrimination in all services, programs or activities on the basis of race, color, national origin, age, disability, sex, marital status, familial status, Page 3 of 6 p. 20 Si: County County GENERAL TERMS AND CONDITIONS OF SOLICITATIONS religion, or genetic information. Persons with disabilities who require assistance or alternative means for communication of program information (Braille, large print, audiotape, etc.), or who wish to file a complaint, should contact: Sarasota County ADA/ Civil Rights Coordinator, 1660 Ringling Blvd., Sarasota, Florida 34236, Phone: 941-861-5000, TTY: 7-1-1 or 1-800-955- 8771, Email: adacoordinator@scgov.net. 20.2 Sarasota County does not discriminate upon the basis of any individual's disability status. This non-discrimination policy involves every aspect of the County's functions including one's access to, participation, employment, or treatment in its programs or activities. Anyone requiring reasonable accommodation for the public meetings related to any solicitation should contact the Procurement Analyst named in the solicitation at least 24 hours in advance of the meeting. 21.0 PROTECTION OF RESIDENT WORKERS 21.1 Sarasota County supports the Federal Immigration and Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification and non-discrimination. The offeror is held responsible to establish appropriate procedures and controls so no service under this contract will be performed by any worker who is not legally eligible to perform such services. 21.2 Sarasota County shall have the right to immediately terminate a contract if the County determines that the offeror has failed to perform satisfactorily with respect to its employment practices in support of INA. 21.3 Offerors shall be required to confirm the employment eligibility of all employees through participation in E - Verify or an employment eligibility program approved by the Social Security Administration and will require same requirement to confirm employment eligibility of all subcontractors. 22.0 RESULTING CONTRACT Any contract resulting from a solicitation may, at the sole discretion of the County, contain provisions that differ from the terms of the solicitation. 23.0 APPLICABLE LAWS 23.1 Prior to entering into a contract with Sarasota County, an offeror must be authorized to transact business in the State of Florida. 23.2 Each offeror is responsible for full compliance with all applicable local, state and federal laws, ordinances and regulations. The offeror shall have and must provide all applicable insurance, permits, licenses, etc. which may be required by federal, state or local law as requested by the County. The successful offeror shall be required to submit proof of all licenses and/or certifications required by the County upon request. 23.3 The County shall deem any offeror to be non -responsible and ineligible for any award of a contract when either of the following conditions is present as a result of any County code enforcement action: GTC Solicitations — Revised 10/11/18 Bid 201997KP a. A Code Enforcement Special Magistrate has determined that the offeror violated the Sarasota County Code of Ordinances, and the offeror has not corrected the violation; or b. Any code enforcement fines, whether originating from a Code Enforcement Special Magistrate proceeding or citations, remain unpaid. c. This prohibition shall remain during any appeal or other challenge to the validity of the code enforcement action. An offeror must inform County procurement staff and the Evaluation Committee about any pending code enforcement matters. In the event the County awards a contract to offeror and there is a subsequent violation of the Sarasota County Code of Ordinances, as determined by a Code Enforcement Special Magistrate or through the citation process, then such violation shall be grounds for termination of the contract. 23.4 Offerors located in Sarasota County must comply with the Local Business Tax ordinance. It shall be the responsibility of the offeror to obtain a current local business tax receipt from the Sarasota County Tax Collector (www.sarasotataxcollector.com) and supply a copy of that receipt to the County upon request. 23.5 Opt out of Construction Defects Statute. To the extent Chapter 558, F.S. is applicable, the parties expressly opt out of the requirements of Chapter 558, Florida Statutes, within the meaning of §558.005(1), F.S. 23.6 §287.135, F.S., prohibits agencies from contracting with companies for goods or services that are on the Scrutinized Companies that Boycott Israel List, or with companies that are engaged in a boycott of Israel, and from contracting with companies for goods or services of $1,000,000 or more that are on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations in Cuba or Syria. The lists are created pursuant to §215.473 and §215.4725, F.S. Offeror certifies that the organization is not listed on the Scrutinized Companies that Boycott Israel List, the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and is not engaged in a boycott of Israel or engaged in business operations in Cuba or Syria, and understands that pursuant to §287.135, F.S., the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. In accordance with §287.135, F.S., the County may terminate the resulting contract if a false certification has been made, or the offeror is subsequently placed on any of these lists, or engages in a boycott of Israel or is engaged in business operations in Cuba or Syria. 24.0 CONTRACT FORMS 24.1 Any contract or purchase order resulting from the acceptance of an offer shall be on forms either supplied by or approved by the County. Page 4 of 6 5/8/2020 1:11 PM p. 21 Sa ota County County GENERAL TERMS AND CONDITIONS OF SOLICITATIONS 24.2 Any amendments to the resulting contract shall require the formal written approval of both parties. 25.0 TAXES 25.1 Sarasota County is exempt from paying state and local tax when payment is made directly by the County (Section 212.08(6), F.S.). This exemption does not include sales of tangible personal property made to contractors employed either directly or as agents by the County when such tangible personal property goes into or becomes a part of public works owned by the County. Sarasota County has the following tax-exempt certificate assigned: Department of Revenue Certification No. 85-8012515235C-5 25.2 Sarasota County, being tax-exempt from State of Florida sales tax, reserves the right to require offeror to assign some or all of its or subcontractor's bids and contracts with materials suppliers directly to the County. All transactions shall be in accordance with Section 212.08(6), F.S. and FAC Rule 12A-1.094. The County will issue a Certificate of Entitlement to both the offeror and supplier for each purchase. 26.0 SHIPPING/DELIVERY The price shall include any freight, handling, delivery, surcharges or other incidental charges. Unless otherwise specified in the solicitation, prices shall be F.O.B. Destination. 27.0 INVOICING 27.1 The County shall pay offeror through payment issued by the Clerk of the Circuit Court in accordance with Section 218.70 et seq., F.S., Local Government Prompt Payment Act, upon receipt of the offeror's properly submitted invoice. 27.2 Offerors shall not perform any service or provide products until they have been issued a Purchase Order number. If the County has arranged to make payments with a purchasing card, the procedures below shall apply. 27.3 The County reserves the right to pay for purchases made under any contract resulting from a solicitation through its Purchasing Card Program. 28.0 TIME EXTENSION The County may unilaterally extend a Term Contract up to ninety (90) days beyond the expiration date of the existing contract. The unit prices in effect on the last day of the contract shall remain in effect for the contract extension period. 29.0 DUE DILIGENCE Due care and diligence have been exercised in the preparation of the solicitation, and all information contained within is believed to be substantially correct. However, the responsibility for determining the full extent of the services or goods being solicited rests solely with the offeror. The offeror's failure to familiarize itself with such conditions will in no way relieve the successful offeror from the necessity of furnishing any materials or performing any work that may be required to complete the work in accordance with the drawings and specifications. GTC Solicitations — Revised 10/11/18 5/8/2020 1:11 PM Bid 201997KP 30.0 MATHEMATICAL ERRORS In the event of multiplication /extension error(s), the unit price will prevail. In the event of addition error(s) the extension totals will prevail. Written prices shall prevail over figures. All bids shall be reviewed mathematically and corrected, if necessary, using these standards, prior to additional evaluation. 31.0 FUNDING This solicitation is subject to availability of lawfully budgeted and appropriated funds by the County. 32.0 SOLICITATION EXPENSES Offerors shall bear all costs and expenses incurred with developing, preparing, and submitting their offers. 33.0 OWNERSHIP AND FORMAT OF WORK PRODUCT All plans and specifications developed under any contract resulting from this solicitation shall become the property of Sarasota County Government and may not be re -used by the offeror without the County's permission. 34.0 ROYALTIES AND PATENTS The offeror shall pay all royalties and license fees for equipment or processes in conjunction with the equipment and/or services being furnished. Offerors shall defend all suits or claims for infringement of any patent, trademark or copyright, and shall save the County harmless from loss on account thereof, including costs and attorney's fees. 35.0 INDEMNIFICATION OF THE COUNTY AND OFFICERS AND EMPLOYEES 35.1 For all procurements other than construction services and design professional services as defined in Section 725.06(2) and Section 725.08(1), F.S. respectively, the following indemnification requirements apply: The offeror shall save, defend, indemnify and hold harmless the County from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of any act, neglect, error, omission or default of the offeror arising out of or in any way connected with the offeror or subcontractor's performance or failure to perform under the terms of any contract resulting from any solicitation. 35.2 For construction services, the following indemnification requirements apply: Pursuant to Section 725.06(2), F.S. the Contractor shall indemnify and hold harmless Sarasota County Government from liabilities, damages, losses and costs, including but not limited to, reasonable attorney's fees to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the Contractor and persons employed or utilized by the Contractor in the performance of the contract. 35.3 For design professional services, as defined by Section 725.08(1), F.S., the following indemnification requirements apply: Pursuant to Section 725.08(1), F.S. the design professional shall indemnify and hold harmless Sarasota County Government from liabilities, damages, losses, and costs, Page 5 of 6 p. 22 Sa ota County County GENERAL TERMS AND CONDITIONS OF SOLICITATIONS including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. 36.0 TECHNOLOGY Computer systems and databases used for providing the documents necessary to any contract shall be compatible with existing County systems and Enterprise Information Technology policies. The County has standardized on MS Office (DOCX, XLSX, etc.) and Adobe (PDF) for documents and images. 37.0 SUSTAINABILITY Sarasota County encourages sustainable practices as set forth in its Procurement Code. 38.0 LOCAL PREFERENCE (As Applicable) 38.1 Unless otherwise noted in the solicitation, preference shall be given to a "local business" in the awarding of any Invitation for Quote, Invitation for Bid or Request for Proposal, in accordance with the Sarasota County Procurement Code. Local preference shall not apply to other types of solicitations unless explicitly stated in subject solicitation. 38.2 "Local business" means (1) The vendor has paid a local business tax either to Sarasota, Manatee or Charlotte County, if applicable, or is a business entity registered with the State of Florida Division of Corporations indicating a principal office located in Sarasota, Manatee, or Charlotte County or presents other verifiable documents to substantiate business location in Sarasota, Manatee or Charlotte County that are satisfactory to the Procurement Official and (2) Has maintained a permanent physical business address located within the limits of either Sarasota, Manatee or Charlotte County from which the vendor operates or performs business for at least one year prior to the submission of an offer to a Sarasota County solicitation and, (3) Has at least five full time employees or one principal officer at this location. GTC Solicitations — Revised 10/11/18 Bid 201997KP 38.3 Offerors wishing to be granted local preference must submit a Local Business Certification with their offer. 38.4 Offerors who submit falsified data may be suspended or debarred in accordance with the Sarasota County Procurement Code. To determine if you may qualify for local business preference, please refer to the Local Preference Checklist for Vendors located at: https://www.scgov.net/procurement 38.5 For local preference to be granted, the name of the company represented on required forms must be the same as the name on the local business certification. 38.6 Information regarding Sarasota County's Local Business Tax can be found at: http://sarasotataxcollector.governmax.com. 38.7 In the case of a proposal submitted by more than one entity, any one of those entities can qualify the proposal for the local preference. Subcontractors cannot qualify a proposal for local preference. Page 6 of 6 5/8/2020 1:11 PM p. 23 Sarasota County Question and Answers for Bid #201997KP - Solid Waste Consulting Services Bid 201997KP Overall Bid Questions There are no questions associated with this bid. Question Deadline: May 20, 2020 5:00:00 PM EDT 5/8/2020 1:11 PM p. 24 Exhibit B CONTRACT NO. 3Dat-o5 TERM CONTRACT FOR BCC APPROVED II l'ip-tD-6 SOLID WASTE CONSULTING SERVICES THIS TERM CONTRACT is made and entered into as of the date of execution by both parties, by and between Sarasota County, a political subdivision of the State of Florida, hereinafter referred to as the "County" and Kessler Consulting, Inc., a Florida corporation, hereinafter referred to as "Contractor." WITNESSETH WHEREAS, the County requires the services of a contractor to perform solid waste consulting services; and WHEREAS, the County issued Request for Proposal (RFP) #201997KP on May 8, 2020; and WHEREAS, the County evaluated the responses received and found the Contractor qualified to perform the necessary services; and, WHEREAS, the County approved a Notice of Recommended Award on July 30, 2020; and, WHEREAS, the Contractor has reviewed the services required pursuant to this Term Contract and is qualified, willing, and able to provide and perform all such services in accordance with its terms. NOW, THEREFORE, the County and the Contractor, in consideration of the mutual covenants contained herein, do agree as follows: I. CONTRACTOR'S SERVICES The Contractor agrees to diligently provide all materials, services, and labor for Solid Waste Consulting Services in accordance with the scope of services made part of this Term Contract as Exhibit A, attached hereto, and incorporated herein. II. TERM This Term Contract shall commence December 16, 2020 and shall continue for a period of three years. This Term Contract may be renewed for up to two additional one-year periods subject to written agreement of both parties. III. COMPENSATION AND PAYMENT OF CONTRACTOR'S SERVICE A. The County shall pay the Contractor for the services rendered hereunder and completed in accordance with the terms and conditions of this Term Contract a total amount not to exceed Seven Hundred Fifty Thousand Dollars and Zero Cents ($750,000.00) for the initial three-year term. B. Notwithstanding the preceding, Contractor shall perform no work under this Term Contract until receipt of a purchase order from the County. Procurement Contract #SR 1997 Page 1 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES Contractor acknowledges and agrees that no minimum amount of work is guaranteed under this Term Contract and County may elect to issue no purchase orders. If a purchase order is issued, the County reserves the right to amend, reduce or cancel the purchase order in its sole discretion. C. The County's performance and obligation to pay under this Term Contract is contingent upon an appropriation of lawfully available funds by the Board of County Commissioners. The County shall promptly notify the Contractor if the necessary appropriation is not made. IV. METHOD OF PAYMENT A. The County shall pay the Contractor through payment issued by the Clerk of the Circuit Court in accordance with the Local Government Prompt Payment Act, §218.70, et seq. F.S., upon receipt of the Contractor's invoice and written approval of same by the County's Administrative Agent indicating that services have been rendered in conformity with this Term Contract. B. The Contractor shall submit invoices for payment to the address indicated on the purchase order for those specific services provided pursuant to Exhibit B, Fee Schedule, attached hereto and incorporated herein. C. The Contractor's invoices shall be in a form satisfactory to the Clerk of the Circuit Court, who shall initiate disbursements. The Contractor is responsible for providing all necessary documentation that may be required by the County. V. ADDITIONAL SERVICES A. No changes to this Term Contract or the performance contemplated hereunder shall be made unless the same are in writing and signed by both the Contractor and the County. B. If the County's Administrative Agent requires the Contractor to perform additional services related to this Term Contract then the Contractor shall be entitled to additional compensation based on the Fee Schedule, as amended, to the extent necessary to accommodate such additional work. The additional compensation shall be agreed upon before commencement of any additional services or changes and shall be incorporated into this Term Contract by written amendment. The County shall not pay for any additional service or work performed before a written amendment to this Term Contract. C. Notwithstanding the preceding, in the event additional services are required as a result of error, omission or negligence of the Contractor, the Contractor shall not be entitled to additional compensation. Procurement Contract #SR 1997 Page 2 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES VI. LIABILITY OF CONTRACT A. The Contractor shall save, defend, indemnify and hold harmless the County from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of any act, neglect, error, omission or default of the Contractor arising out of or in any way connected with the Contractor or subcontractor's performance or failure to perform under the terms of this Term Contract. B. This section shall survive the termination or expiration of this Term Contract. VII. CONTRACTOR'S INSURANCE Contractor shall procure and maintain insurance as specified in Exhibit C, Insurance Requirements, attached hereto and made a part of this Term Contract. VIII. RESPONSIBILITIES OF THE CONTRACTOR A. The personnel assigned by the Contractor to perform services shall comply with the terms set forth in this Term Contract. The Contractor shall ensure that all personnel and other agents are fully qualified and capable to perform their assigned tasks. Any change or substitution to the Contractor 's key personnel must receive the County's Administrative Agent's written approval before said changes or substitution can become effective. B. The Contractor agrees to respond to communication from the County within three working days unless a shorter response time is specified by the County. C. The Contractor warrants that it has not employed or retained any company or person (other than a bona fide employee working solely for the Contractor), to solicit or secure this Term Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the Contractor; any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of this Term Contract. D. The Contractor covenants and agrees that it and its employees shall be bound by the Ethical Standards as set forth in Section 4.3 of the Sarasota County Procurement Manual. The Contractor agrees to incorporate the provisions of this paragraph in any subcontract into which it might enter with reference to the work performed. E. Contractor agrees that it and its employees shall communicate with County employees and members of the public in a civil manner. All aspects of a Contractor's performance, including complaints received from County employees or members of the public, may impact the County's decision to Procurement Contract #SR 1997 Page 3 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES renew or terminate this Term Contract in accordance with the provisions contained herein. The County further reserves the right to suspend or debar the Contractor from consideration for award of future contracts in accordance with the Sarasota County Procurement Code if the Contractor does not abide by the terms of this subsection. F. Pursuant to §287.133(2)(a), F.S., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in §287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. G. The Contractor shall comply with all federal, state, and local laws, regulations and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Term Contract. H. The Contractor shall maintain books, records, documents, and other evidence directly pertaining to or connected with the services under this Term Contract which shall be available and accessible at the Contractor's offices for the purpose of inspection, audit, and copying during normal business hours by the County, or any of its authorized representatives. Such records shall be retained for a minimum of five (5) fiscal years (from October to September) after completion of the services. I. §287.135, F.S., prohibits agencies from contracting with companies for goods or services that are on the Scrutinized Companies that Boycott Israel List, or with companies that are engaged in a boycott of Israel, and from contracting with companies for goods or services of $1,000,000 or more that are on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations in Cuba or Syria. The lists are created pursuant to §215A73 and §215.4725, F.S. Contractor certifies that it is not listed on the Scrutinized Companies that Boycott Israel List, the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and is not engaged in a boycott of Israel or engaged in business operations in Cuba or Syria, and understands that pursuant to §287.135, F.S., the submission of a false certification may subject Contractor to civil penalties, attorney's fees, and/or costs. In accordance with §287.135, F.S., the County may terminate this Contract if a false certification has been made, Procurement Contract #SR 1997 Page 4 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES or the Contractor is subsequently placed on any of these lists, or engages in a boycott of Israel or is engaged in business operations in Cuba or Syria. 3. The Contractor shall notify the County's Administrative Agent at least one (1) day in advance of any meeting between the Contractor and any County Commissioner, regulatory agency or private citizen related to this Term Contract. K. The Contractor is, and shall be, in the performance of all work, services and activities under this Term Contract, an independent contractor. Contractor is not an employee, agent or servant of County and shall not represent itself as such. All persons engaged in any work or services performed pursuant to this Term Contract shall at all times, and in all places, be subject to the Contractor's sole direction, supervision, and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Contractor's relationship and the relationship of its employees to the County shall be that of an independent contractor and not as employees of the County. The Contractor shall be solely responsible for providing benefits and insurance to its employees. IX. OWNERSHIP, USE AND FORMATTING OF WORK PRODUCTS A. It is understood and agreed that the work products, including reports, designs, specifications, other documents and data developed by the Contractor in connection with its services shall be delivered to, and shall become the property of the County upon acceptance by the County. The Contractor hereby assigns all its copyright and other proprietary interests in the products of this Term Contract to the County. Specific written authority is required from the County's Administrative Agent for the Contractor to use any of the work products of this Term Contract on any non -County project. B. Notwithstanding the above, any reuse of the work products by the County on other projects will be at the risk of the County. X. FORCE MAJEURE A. The Contractor specifically agrees that all work performed under the terms and conditions of this Term Contract shall be completed within the time limits as set forth herein, or as otherwise identified in the County's purchase order or specified by the County's Administrative Agent, subject only to delays caused by force majeure, or as otherwise defined herein. "Force majeure" shall be deemed to be any cause affecting the performance of this Term Contract arising from or attributable to acts, events, omissions, or accidents beyond the reasonable control of the parties. B. The Contractor shall ensure that all key personnel, support personnel, and other agents as identified in Exhibit A are fully qualified and capable to Procurement Contract #SR 1997 Page 5 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES perform their assigned tasks. Any change or substitution to the Contractor's key personnel must receive the County's Administrative Agent's written approval before said changes or substitution can become effective. XL OBLIGATIONS OF COUNTY A. The County's Administrative Agent is designated to do all things necessary to properly administer the terms and conditions of this Term Contract, including, but not limited to: 1. Review of all Contractor payment requests for approval or rejection. 2. Periodic reviews of the work of the Contractor as necessary for the completion of the Contractor's services during the period of this Term Contract. B. The County shall not provide any services to the Contractor in connection with any claim brought on behalf of or against the Contractor. XII. TERMINATION A. The County shall have the right at any time upon thirty (30) calendar days' written notice to the Contractor to terminate the services of the Contractor for convenience. The County shall pay to the Contractor and the Contractor shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services. B. Any failure of the Contractor to satisfy the requirements of this Term Contract, as documented by the Administrative Agent, shall be considered a default of the Term Contract and sufficient reason for termination. 1. For defaults that are curable (as determined by the County), the Contractor shall be notified in writing by the County and shall have an opportunity to cure such default(s) within ten (10) working days after notification. 2. For defaults that are not curable (as determined by the County), notice of the termination date shall be given as deemed appropriate by the County. C. In the event the County's termination of this Term Contract for default is in any way deficient, at the option of the County such termination shall be deemed to be a termination for convenience pursuant to Section XI.A. above. D. The parties may mutually agree to terminate this Term Contract. Such termination shall be evidenced by a notice issued by the County. The County shall pay to the Contractor and the Contractor shall accept as full Procurement Contract #SR 1997 Page 6 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES payment for its services, a sum of money equal to the work completed in any commenced but incomplete services. E. In the event that the Contractor has abandoned performance under this Term Contract, then the County may terminate this Term Contract upon three (3) calendar days' written notice to the Contractor indicating its intention to do so. Payment for work performed prior to the Contractor's abandonment shall be as stated above. Contractor shall have one hundred and eighty (180) days to submit invoices. Invoices submitted after one hundred and eighty (180) days may not be accepted for payment. F. The Contractor shall have the right to terminate services only in the event of the County failing to pay the Contractor's properly documented and submitted invoice within ninety (90) calendar days of the approval by the County's Administrative Agent. G. The County reserves the right to terminate and cancel this Term Contract in the event the Contractor shall be placed in either voluntary or involuntary bankruptcy or an assignment be made for the benefit of creditors. H. After consultation with and written notice to the Contractor providing a reasonable opportunity to cure, the County shall have the right to refuse to make payment, in whole or part due to: 1. The quality of a portion, or all, of the Contractor's work not performed in accordance with the requirements of this Term Contract; 2. The quantity of the Contractor's work not delivered or performed as represented in the Contractor's Payment Request, or otherwise; 3. Claims made, or likely to be made, against the County or its property; 4. Damages to the County or a third party caused by the Contractor; 5. The Contractor's failure or refusal to perform any other obligation under this Term Contract. XIII. DISPUTE RESOLUTION A. To the extent Chapter 558, F.S. is applicable, the parties expressly opt out of the requirements of Chapter 558, F.S., within the meaning of §558.005(1), F.S. B. In the event of a dispute or claim arising out of this Term Contract, the parties agree first to try in good faith to settle the dispute by direct discussion. If this is unsuccessful, the parties may enter into mediation in Sarasota County, Florida, with the parties sharing equally in the cost of such mediation. Procurement Contract #SR 1997 Page 7 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES C. In the event mediation, if attempted, is unsuccessful in resolving a dispute, the parties may proceed to litigation as set forth below. D Any dispute, action or proceeding arising out of or related to this Term Contract will be exclusively commenced in the state courts of Sarasota County, Florida, or where proper subject matter jurisdiction exists in the United States District Court for the Middle District of Florida. Each party irrevocably submits and waives any objections to the exclusive personal jurisdiction and venue of such courts, including any objection based on forum non conveniens. E. The parties hereby waive all rights to trial by jury for any litigation concerning this Term Contract. F. This Term Contract and the rights and obligations of the parties shall be governed by the laws of the State of Florida without regard to its conflict of laws principles. G. Unless otherwise agreed in writing, the Contractor shall be required to continue its services and all other obligations under this Term Contract during the pendency of claim or dispute including, but not limited to, actual period of mediation or judicial proceedings. XIII. STOP WORK ORDER The County's Administrative Agent may at any time, by written order to the Contractor, require the Contractor to stop all or any part of the work called for by this Term Contract. Any order shall be identified specifically as a stop work order issued pursuant to this clause. This order shall be effective as of the date the order is delivered to the Contractor. Upon receipt of such an order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. The Contractor shall not resume work unless specifically so directed in writing by the County. The Administrative Agent shall take one of the following actions: 1. Cancel the stop work order; or 2. Terminate the work covered by the order; or 3. Terminate the Term Contract in accordance with provisions contained in Section XI.A. In the event the County determines to not direct the Contractor to resume work, the stop work order may be converted into a notice of termination for convenience pursuant to Section XI.A. The notice period for such termination shall be deemed to commence on the date of issuance of the stop work order. In the event the County does not direct the Contractor to resume work within ninety (90) days, the Contractor may terminate this Term Contract. Procurement Contract #SR 1997 Page 8 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES XIV. PUBLIC RECORDS IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Sarasota County Public Records office 1660 Ringling Blvd. Sarasota, FL 34236 Phone: 941-861-5886 Email: publicrecords@scgov.net XV. MISCELLANEOUS A. This Term Contract constitutes the sole and complete understanding between the parties and supersedes all other contracts between them, whether oral or written with respect to the subject matter. No amendment, change or addendum to this Term Contract is enforceable unless agreed to in writing by both parties and incorporated into this Term Contract. B. Time is of the essence with regard to each and every aspect of the Contractor's performance under this Term Contract. C. The language of this Term Contract shall be construed, in all cases, according to its fair meaning and not for or against any party hereto. D. The parties hereto do not intend nor shall this Term Contract be construed to grant any rights, privileges, or interest to any third party. E. The Contractor shall not assign any interest in this Term Contract and shall not transfer any interest in same (whether by assignment or novation) without the prior written consent of the County, except that claims for the money due or to become due to the Contractor from the County under this Term Contract may be assigned to a financial institution or to a trustee in bankruptcy without such approval from the County. Notice of any such transfer or assignment due to bankruptcy shall be promptly given to the County. Procurement Contract #SR 1997 Page 9 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES F. The exercise by either party of any rights or remedies provided herein shall not constitute a waiver of any other rights or remedies available under this Term Contract or any applicable law. G. If any term, condition, or covenant of this Term Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Term Contract shall be valid and binding on each party. H. The parties covenant and agree that each is duly authorized to enter into and perform this Term Contract and those executing this Term Contract have all requisite power and authority to bind the parties. I. Neither the County's review, approval or acceptance of, nor payment for, the services required under this Term Contract shall be construed to operate as a waiver of any rights under this Term Contract or of any cause of action arising out of the performance of this Term Contract. J. The rights and remedies of the County provided for under this Term Contract are in addition to any other rights and remedies provided by law. K. If the Contractor is comprised of more than one legal entity, each entity shall be jointly and severally liable hereunder. L. This Term Contract may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. M. The County may unilaterally extend this Term Contract up to ninety (90) days beyond its expiration. The unit prices in effect on the last day of this Term Contract shall remain in effect for the extension period. N. Any notices of default or termination shall be sufficient if sent by the parties via United States certified mail, postage paid, or via a nationally recognized delivery service, to the addresses listed below: Contractor's Representative: County's Administrative Agent: Name: Charles "Chas" Jordan Name: Brian Usher Title: Senior Consultant Title: Solid Waste Collections Manager Address: 14620 N. Nebraska Address: 8750 Bee Ridge Rd Ave, Bldg. D Tampa, FL 33613 Sarasota, FL 34241 Telephone: 813-971-8333 x29 Telephone: 941-726-8352 Facsimile: N/A Facsimile: N/A E-mail: ciordan©kesconsult.co E -Mail: busherftscgov.net Procurement Contract #SR 1997 Page 10 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES O. Any change in the County's Administrative Agent or the Contractor's Representative will be promptly communicated by the party making the change. P. Paragraph headings are for the convenience of the parties and for reference purposes only and shall be given no legal effect. Q. The solicitation and all attachments and addenda thereto are hereby incorporated in the Term Contract by reference. R. In the event of conflicts or inconsistencies, the documents shall be given precedence in the following order: 1. Term Contract 2. Solicitation 1 County's Purchase Order Procurement Contract #SR 1997 Page 11 of 19 Revised 06/01/20 TERM CONTRACT FOR SOLID WASTE CONSULTING SERVICES IN WITNESS WHEREOF, the parties have executed this Term Contract as of the date last below written. WITNESS: Signed By: Print Name: ATTEST: Kessler Consu, Inc.: Signed By: M I l/ I Print Name: I ' i ,k K..Q SS l QX Title: OS L (JlbAt Date: t O - (e " Z OZb SARASOTgp`' UNTY BOARD ,OF,"COUNTY C OF SARASOTA CO BY: I$SI(4NERS , "otIDA CHAIR DATE: KAREN E. RUSHING, Clerk of the Circuit Court and Ex -Officio Clerk of the Board of County, missioner il BY: _d' Avvok- Approved as to form and c BY: rrectness: COUNTY ATTO R Elr(,Ik. Procurement Contract #SR 1997 Revised 06/01/20 Page 12 of 19 EXHIBIT A SCOPE OF SERVICES 1. OVERVIEW The Sarasota County Integrated Solid Waste Management System ("System"), recognizing waste as a valuable resource; collects, processes, and disposes of different types of waste with a focus on recycling, waste reduction and sustainability. The County's goal is to reduce the toxicity and volume of waste going into the landfill as well as extend the life of the landfill, protect surface water and groundwater, and control long term monitoring costs. The System identifies opportunities to expand and diversify the County's economic base by marketing recyclables, reclaiming materials, and reducing operating costs with the collocation of facilities and industries. The County strives to provide exceptional services that are convenient, reliable, cost- effective, safe, and environmentally sustainable. County public outreach programs and education efforts increase awareness, enhance community character, improve quality of life for visitors and residents, and protect the County's natural resources through litter prevention and abatement, waste reduction and recycling education efforts, various waste collection drives, and volunteer programs. 2. TYPES OF SERVICES A. The Contractor shall provide various types of services which may include, but are not limited to, the following: Providing industry research and guidance on solid waste programs, technologies, and processes; ii. Estimating costs; iii. Conducting waste stream analysis and composition studies; iv. Conducting feasibility studies; v. Conducting generation studies; vi. Conducting collection efficiency studies; vii. Conducting studies and investigations related to recycling and collection issues; viii. Assistance with procurement process including preparation of scope, evaluation of submittals and recommendations, and negotiation of contracts; ix. Preparation of and negotiation of franchise collection agreements; x. Participate in proposal review committees; xi. Research of innovative processes and techniques; xii. Education outreach programs; xiii. Drafting, revising, or consulting on solid waste ordinances, master plans, and/or comprehensive plan; xiv. Piloting/implementing alternative collection approaches; Procurement Contract #SR 1997 Page 13 of 19 Revised 06/01/20 EXHIBIT A SCOPE OF SERVICES xv. Technical services related to existing and new facilities and structures; xvi. Facility site assistance including zoning, special exception, or planning; xvii. Rate study and cost analysis; xviii. Collection area routing analysis; xix. Peer review; xx. Conduct and provide reports using public surveys and polls; xxi. Assist with preparation and facilitation of public meetings; xxii. Provide support for and attend Board or other government meetings; and xxiii. Other solid waste consulting services as required, such as auditing services, marketing services and/or graphic design. 3. CONTRACTOR'S PERSONNEL A. The Contractor's Key Personnel are as follows: Project Staff Member Role Mitch Kessler Principal TBD Project Director Chas Jordan Project Manager Peter Engel Robin Mitchell Senior Consultant II TBD Senior Consultant I Ryan Graunke Bethany Jewell Alicia Archibald Consultant II TBD Consultant I TBD Research Analyst II Maureen Cummings Ben Larochelle Charles Garcia Research Analyst I Nikki McNew Susan Korn Admin/Tech Support Mitch Kessler Principal TBD Project Director B. The number of respective professionals and other technical support personnel required for specific services will be determined as work assignments are developed and will be based on an estimate of the Contractor personnel required to adequately and competently perform the work in the desired time frame. Procurement Contract #SR 1997 Revised 06/01/20 Page 14 of 19 EXHIBIT A SCOPE OF SERVICES 4. ASSIGNMENT OF WORK A. The County shall provide, via written request, to the Contractor a project description for each assignment that is required to be performed by the Contractor under this Term Contract. A task order number will be provided to the Contractor in the request and that number shall be referenced on all correspondence, reports, and invoicing. B. The project description shall be used by the Contractor to provide the County with a project proposal. When a project proposal is requested by the County, the Contractor shall provide a written response acknowledging receipt of the proposal to the County within two business days of the initial notification and provide a written proposal within five business days of initial notification unless additional time is approved by the County's Administrative Agent. The following shall apply to project proposals: i. The project proposal shall include the scope of work, the estimated length of the project, and a detailed cost estimate, which includes the number of work hours, hourly rate, number and types of employees required including subconsultants, materials, equipment, and permits (if required). ii. The Contractor shall provide an estimated start date to provide the County with an idea of when the Contractor shall be available to start the project. iii. Service shall not be performed until the County approves the written project proposal and issues a purchase order. iv. If unforeseen or unknown tasks or deliverables not within the scope of the original project proposal are required, the Contractor shall submit a revised project proposal for the additional or changed work to be approved by the County. v. No additional work shall commence unless the County approves the revised project proposal in writing. (END EXHIBIT A) Procurement Contract #SR 1997 Page 15 of 19 Revised 06/01/20 EXHIBIT B FEE SCHEDULE ITEM POSITION UNIT OF UNIT MEASURE PRICE 1 Principal Hourly $225.00 2 Project Director Hourly $180.00 3 Project Manager Hourly $170.00 4 Senior Consultant II Hourly $150.00 5 Senior Consultant I Hourly $140.00 6 Consultant II Hourly $115.00 7 Consultant I Hourly $100.00 8 Research Analyst II Hourly $85.00 Research Analyst I Hourly $75.00 10 Admin/Tech Support Hourly $70.00 11 Markup for materials, Percentage 00/0 supplies, and equipment Markup 12 Subcontractors At Cost* The hourly rates provided above are fully burdened and include all profit, direct and indirect labor costs, travel related out-of-pocket expenses and costs, and all other costs which are necessary to provide the services as outlined in the contract. The rates in the table above shall remain firm for a minimum two years following the effective date of this Term Contract. *Upon written approval by the County, Contractor may use Subcontractors for temporary labor for waste composition studies. The Contractor will be reimbursed at cost. Procurement Contract #SR 1997 Page 16 of 19 Revised 06/01/20 EXHIBIT B FEE SCHEDULE POSITION PRINCIPAL DESCRIPTION Maintains final responsibility for all aspects of KCI operations, the project work, and is ultimately accountable for all services provided. PROJECT DIRECTOR Manages the work of the project team, negotiates and administers client contracts, and serves as a resource to the project team throughout the scope of services. PROJECT MANAGER Serves as the primary contact for the client and assumes responsibilities that client objectives are met, and the project is completed within budget and on time. SENIOR CONSULTANT II Provides management support as necessary and possesses multiple areas of content expertise. Exemplifies experience and certifications beyond Senior Consultant I. SENIOR CONSULTANT I Provides management support as necessary and possesses multiple areas of content expertise. CONSULTANT II Assists in the completion of components to a major project or may serve as project manager on smaller, less complex projects. Exemplifies experience and certifications beyond Consultant I. CONSULTANT I Assists in the completion of components to a major project or may serve as project manager on smaller, less complex projects. RESEARCH ANALYST II Maintains specialized expertise in specific areas of recycling and waste reduction. May conduct research, deliver products and provide technical leadership to the project team. Exemplifies experience and certifications beyond Research Analyst I. RESEARCH ANALYST I Maintains specialized expertise in specific areas of recycling and waste reduction. May conduct research, deliver products and provide technical leadership to the project team. ADMIN / TECH SUPPORT Provides multiple support to the project team to include quality control, invoicing and calendar management. Procurement Contract #SR 1997 Page 17 of 19 Revised 06/01/20 EXHIBIT C INSURANCE REQUIREMENTS For purposes of this Exhibit C, the terms "Vendor," "Contractor" and " " shall be interchangeable and the terms "Contract," "Term Contract" and "Agreement" shall be interchangeable. CONTRACTOR'S INSURANCE Contractor shall, on a primary basis and at its sole expense, maintain in full force and effect, at all times during the life of this Contract, insurance coverage (including endorsements) and limits as described herein. These requirements, as well as the County's review or acceptance of insurance maintained by Contractor, are not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this Contract. Insurance requirements itemized in this Contract and required of the Contractor shall extend to all subcontractors to cover their operations performed under this Contract. The Consultant shall be responsible for any modifications, deviations, or omissions in these insurance requirements as they apply to subcontractors. Insurance carriers providing coverage required herein must be licensed to conduct business in the State of Florida and must possess a current A.M. Best's Financial Strength Rating of A- Class VII or better. Each insurance policy required by this Contract shall apply separately to each insured against whom claim is made and suit is brought, except with respect to limits of the insurer's liability. The Contractor shall be solely responsible for payment of all premiums, deductibles and retentions to which such policies are subject. Contractor shall furnish Certificates of Insurance to the County Administrative Agent evidencing the types and amounts of coverage, including endorsements, required by this Contract prior to commencement of work and prior to expiration of the insurance contract, when applicable. Such Certificate(s) of Insurance shall be required to provide County with 5 -day prior written notice of any policy cancellation or non -renewal. The County reserves the right to review, reject, or accept any required policies of insurance, including limits, coverage, or endorsements, herein from time to time throughout the term of this Contract. County reserves the right, but not the obligation, to review and reject any insurer providing coverage due to its poor financial condition or failure to operate legally. A. WORKERS' COMPENSATION: Contractor agrees to maintain Workers' Compensation insurance in accordance with Florida Statutes, Chapter 440. Employers Liability to be included with a minimum limit of $100,000.00 per accident/per disease/per employee. If work is to be performed over or adjacent to navigable water and involves maritime exposure, applicable LHWCA, Jones Act, or other maritime law coverage shall be included. Procurement Contract #SR 1997 Page 18 of 19 Revised 06/01/20 EXHIBIT C INSURANCE REQUIREMENTS In the event the Contractor has "leased" employees, the Contractor or the employee leasing company must provide evidence of a Workers' Compensation policy for all personnel on the worksite. Contractors who are exempt from Florida's Workers' Compensation law must provide proof of such exemption issued by the Florida Department of Financial Services, Bureau of Workers' Compensation. B. COMMERCIAL GENERAL LIABILITY: Contractor agrees to maintain Commercial General Liability per ISO form CG0001 or its equivalent, including but not limited to coverage for premises and operations, personal injury, products & completed operations, liability assumed under an insured contract, and independent contractors with limits of not less than $1,000,000.00 each occurrence, $2,000,000.00 aggregate covering all work performed under this Contract. Contractor agrees to endorse Sarasota County Government as an additional insured on the Commercial General Liability coverage. C. BUSINESS AUTOMOBILE LIABILITY: Contractor agrees to maintain Business Automobile Liability with limits not less than $500,000.00 combined single limit for each accident covering all Owned, Non -Owned & Hired automobiles used in the performance of this Contract. In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for Hired & Non -Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. If the Contractor is shipping a product via common carrier, the contractor shall be responsible for any loss or damage sustained in delivery/transit. SPECIALIZED REQUIREMENTS (LIABILITY EXPOSURES) A. PROFESSIONAL LIABILITY; Contractor shall maintain Professional Liability insurance, or equivalent Errors & Omissions Liability insurance, with limits not Tess than $1,000,000 per claim/occurrence and in the aggregate for professional services rendered under this Contract. If coverage is written on a claims -made basis: a. Any retroactive date shall precede the effective date of this Contract. b. Contractor shall provide certificates of insurance evidencing the required coverage for a period of two years after final payment under this Contract is made, or provide evidence showing Contractor has obtained a two year extended reporting period endorsement. Procurement Contract #SR 1997 Page 19 of 19 Revised 06/01/20 EXHIBIT C March 1, 2023 Brian (Jay) Ravins Finance Director City of Clearwater 100 S. Myrtle Ave. Clearwater, FL 33756 Re: Scope of Work for Program Technical Assistance KCI No.: 201-01.00 Dear Mr. Ravins: Transmitted Electronically As requested, Kessler Consulting, Inc. (KCI) is pleased to provide this proposed scope of work for technical advisement and support to the City of Clearwater (City). Background In 2017, the City contracted KCI to conduct an independent financial assessment of a 10 ton per hour single stream materials recovery facility (MRF) that the City would potentially develop and operate. KCI's assessment was designed to help the City determine whether the MRF was a business model that represented a sound investment of the City's Solid Waste Fund reserves. Recent developments, rising costs, and concerns over limited processing capacity may impact the overall stability of the City's recycling program. The City now seeks technical advisement and industry insight on recycling trends and opportunities to Council members and staff, procurement assistance related to recyclables processing, and overall assistance related to the structure of solid waste and recycling operations. Scope of Work At the City's request, the tasks to be completed under this scope may vary based upon policy directives, procurement results, and other unknown factors. To allow for flexibility to meet the City's needs, the proposed initial tasks below may be modified to accommodate outcomes and are not listed in any sequential order. Additional work activities may result and will be clearly defined in collaboration with the City. Task: Procurement Assistance Purpose: KCI will provide technical support to City staff related to their recyclables procurement process, as requested. Potential Work Activities: Anticipated work activities may include, but not be limited to the following: • Assist City staff in defining the procurement strategy and program objectives to include advisement on technical specifications relevant to the procurement process. • Provide comprehensive review and comment of solicitation packet. 14620 N. NEBRASKA AVE BLDG D 1 TAMPA, FL 1 33613 1 813.971.8333 1 KESCONSULT.COM PM\2023RecyclablesProcessing\Exhibit A - General Services Scope • Provide technical guidance and addenda support to the City. • Review technical aspects of received proposals and prepare a comparative summary of financial proposals and support the City's evaluation process and team. • Provide strategy guidance during the negotiation process with selected vendors and draft additional agreement language based on negotiation results. • Assist in presenting procurement results and/or final agreement to leadership and City Council. Task: Industry Insight and Comprehensive Work Session Purpose: KCI will work with City staff to share pertinent industry trends relevant to the ongoing solid waste and recycling structure within the City. If deemed appropriate, KCI will work with City staff to develop and conduct a presentation to City Council that defines the current solid waste and recycling industry on a national, state, and local scale. Challenges currently being faced by the City will be presented with potential short-term and long-term alternatives and opportunities to gain City Council's policy vision and priorities for the program. Work Activities: • Coordinate and participate in meetings and calls, as requested to share industry insight. • Develop draft PowerPoint presentation and submit to City staff for review. • Coordinate and conduct one virtual meeting to discuss potential modifications. • Finalize PowerPoint presentation. • Assist City staff in presenting to City Council at up to two (2) meetings. • Conduct follow-up virtual meeting with City staff to discuss next steps and resulting tasks. Other Potential Tasks As noted above, additional tasks will be developed in coordination with City staff based upon outcomes. Compensation and Schedule KCI recognizes the urgent need of the City due to the expiration of existing processing contracts and unknown nature of potential extensions. Therefore, KCI will work with the City to develop an immediate and appropriate time table for conducting Tasks. All work activities will be billed on a time -and - materials basis for a budgeted amount not to exceed $50,000. Labor will be invoiced in accordance with the rates agreed upon in Exhibit B. Depending upon additional tasks that result, KCI will work with the City to identify a future budget and schedule that best meets the City's needs. If applicable, any remaining budget may be applied. We look forward to continuing our working relationship with the City of Clearwater at this important time. If you have any questions regarding this scope of work, please do not hesitate to contact me. Sincerely, Kessler Consulting, Inc. Mitch Kessler President 14620 N. NEBRASKA AVE BLDG D I TAMPA, FL 1 33613 1 813.971.8333 1 KESCONSULT.COM PM\2023RecyclableslProcessing\Exhibit A - General Services Scope EXHIBIT D FEE SCHEDULE 1 Principal Hourly $225.00 2 Project Director Hourly $180.00 3 Project Manager Hourly 1 $170.00 4 Senior Consultant II Hourly $150.00 5 Senior Consultant I Hourly $140.00 6 Consultant II Hourly $115.00 7 Consultant I Hourly $100.00 8 Research Analyst II Hourly $85.00 9 Research Analyst I Hourly $75.00 10 Admin/Tech Support Hourly $70.00 11 Markup for materials, supplies, and equipment Percentage Markup 0% 12 Subcontractors At Cost* The hourly rates provided above are fully burdened and include all profit, direct and indirect labor costs, travel related out-of-pocket expenses and costs, and all other costs which are necessary to provide the services as outlined in the contract. The rates in the table above shall remain firm for a minimum of one year following the effective date of this agreement. *Upon written approval by the City, Contractor may use Subcontractors for temporary labor for waste composition and recycling studies. The Contractor will be reimbursed at cost. EXHIBIT D FEE SCHEDULE PRINCIPAL Maintains final responsibility for all aspects of KCI operations, the project work, and is ultimately accountable for all services provided. PROJECT DIRECTOR Manages the work of the project team, negotiates and administers client contracts, and serves as a resource to the project team throughout the scope of services. PROJECT MANAGER Serves as the primary contact for the client and assumes responsibilities that client objectives are met, and the project is completed within budget and on time. SENIOR CONSULTANT II Provides management support as necessary and possesses multiple areas of content expertise. Exemplifies experience and certifications beyond Senior Consultant I. SENIOR CONSULTANT I Provides management support as necessary and possesses multiple areas of content expertise. CONSULTANT II Assists in the completion of components to a major project or may serve as project manager on smaller, less complex projects. Exemplifies experience and certifications beyond Consultant I. CONSULTANT I Assists in the completion of components to a major project or may serve as project manager on smaller, less complex projects. RESEARCH ANALYST II Maintains specialized expertise in specific areas of recycling and waste reduction. May conduct research, deliver products and provide technical leadership to the project team. Exemplifies experience and certifications beyond Research Analyst I. RESEARCH ANALYST I Maintains specialized expertise in specific areas of recycling and waste reduction. May conduct research, deliver products and provide technical leadership to the project team. ADMIN /TECH SUPPORT Provides multiple support to the project team to include quality control, invoicing and calendar management. Exhibit E — Insurance Requirements INSURANCE REQUIREMENTS. The Contractor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Contractor's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Contractor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Unless waived by the State of Florida, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $100,000 (one hundred thousand dollars) each employee each accident, $100,000 (one hundred thousand dollars) each employee by disease and $500,000 (five hundred thousand dollars) aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. d. Professional Liability Insurance coverage appropriate for the type of business engaged in by the Contractor with minimum limits of $1,000,000(one million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions, a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Contractor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on the Commercial General Liability Insurance policy. In addition when requested in writing from the City, Contractor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater P.O. Box 4748 Clearwater, FL 33758-4748 b. Contractor shall provide thirty (30) days written notice of any cancellation, non -renewal, termination, material change or reduction in coverage. c. Contractor's insurance as outlined above shall be primary and non- contributory coverage for Contractor's negligence. d. Contractor reserves the right to appoint legal counsel to provide for the Contractor's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Contractor's design, equipment, or service. Contractor agrees that the City shall not be liable to reimburse Contractor for any legal fees, costs, or expenses as a result of Contractor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a Jimitation of any potential liability to the City. and failure to request evidence of this insurance shall not be construed as a waiver of Contractor's obligation to provide the insurance coverage specified.