Filing # 138832416 E-Filed 11/18/2021 04:07:38 PM
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`IN THE CIRCUIT COURT OF THE
`11th JUDICIAL CIRCUIT IN AND FOR
`MIAMI-DADE COUNTY, FLORIDA
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`GENERAL JURISDICTION DIVISION
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`CASE NO.:
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`NEUTRON HOLDINGS, INC.
`d/b/a LIME
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`Plaintiff,
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`v.
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`CITY OF MIAMI,
`a Florida municipal corporation,
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`Defendant.
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`EMERGENCY COMPLAINT FOR INJUNCTIVE RELIEF, DECLARATORY JUDGMENT,
`AND EXPEDITED CHAPTER 119 HEARING WITH IN CAMERA REVIEW
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`Neutron Holdings d/b/a Lime ("Lime") submitted a Proposal for Services to the City of
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`Miami (“City”) containing protected confidential and proprietary trade secret information; the
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`confidential information was designated as such. The confidential information is clearly of the
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`type excepted from disclosure under Chapter 119. On November 17, 2021, the City advised Lime
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`that the Proposal, including the trade secret information, would be disclosed in response to a public
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`records request. The City disregarded Lime’s request to redact the confidential information prior
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`to disclosure and arbitrarily decided that the material is not a protected trade secret. The City
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`informed Lime the only way to stop the disclosure of the protected trade secret information would
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`be to obtain a protective order from the Court within five (5) business days of November 17,
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`2021, making November 24, 2021 the City’s imposed deadline for the issuance of a Protective
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`Order. As a result, Lime files this Emergency Complaint for Injunctive Relief, Declaratory
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`Judgment, and Expedited Chapter 119 Hearing with In Camera Review and states the following
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`in support:
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`The Parties
`1. Neutron Holdings, Inc. d/b/a Lime is a foreign corporation authorized to do business in the
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`State of Florida and Miami-Dade County.
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`2. Defendant, City of Miami is a municipality in Miami-Dade County, Florida, organized under
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`the laws of the State of Florida, and is therefore, subject to this Court’s jurisdiction.
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`Jurisdiction and Venue
`3. This is an action for declaratory judgment, and permanent injunctive relief. This Court has
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`jurisdiction over this action pursuant to §§ 119.11, 86.011, 26.012, Florida Statutes (2021).
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`4. Venue is proper because the Defendant's headquarters is in Miami-Dade County and the
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`dispute involves confidential documents that were submitted with the City in Miami-Dade
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`County. See § 47.011, Fla. Stat. (2021).
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`General Allegations
`5. Lime is an environmentally friendly micro-mobility company that provides dockless bicycle
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`and electric scooter ("e-scooter") rentals to metropolitan areas and universities around the
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`world.
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`6. Lime has participated in the City's Scooter Pilot Program offering motorized scooter rentals in
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`Miami’s urban core and surrounding neighborhoods for the past four years.
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`7. Following the successful completion of the City's Pilot Program, on June 18, 2021, the City
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`issued its Request for Proposal No. 1170387 (the "RFP") regarding submissions for proposals
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`relating to Shared Motorized Scooter Services. See RFP #1170387, Attached as Exhibit 1.
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`8. From the proposal, the City intends to enter into an agreement with up to three (3) firms that
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`provide "turn-key" services to implement and operate a successful automated on-demand
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`electric scooter sharing system.
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`9. Throughout the RFP process, the City made multiple requests for information that required
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`Lime, and the other bidders, to provide confidential, proprietary and trade secret information.
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`Exhibit 1, pp. 52-57. The following is a non-exhaustive sampling of the requested information:
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`a. Customer lists
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`b. Explanations of internal processes, operating procedures, logistics, and protocols
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`c. Marketing plans and financial information
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`d. Internal device specifications and safety specifications
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`e. Internal audits of payment and data security processes
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`10. On or about October 15, 2021, Lime submitted its Proposal for Services to the City's RFP (the
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`"Proposal") and clearly marked multiple areas of the Proposal as Confidential, Proprietary, and
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`Trade Secret Information ("Confidential Information").
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`11. Despite Lime’s designation of the Confidential Information, by letter November 17, 2021 the
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`City informed Lime that the City would release the Proposal, including the Confidential
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`Information, pursuant to a recent public records request—unless Lime filed this lawsuit and
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`obtained a Protective Order barring such disclosure within five (5) business days. See City of
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`Miami Letter, attached as Exhibit 2. The City’s stated reason for not redacting the material
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`were:
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`"In consultation with the Office of the City Attorney, Procurement has
`determined the aforementioned sections of Lime’s proposals were not
`adequately protected from release to the public because the information is not
`a trade secret and/or Lime did not take the required measures necessary to
`protect the information from public release."
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`12. Trade secret information is expressly exempt from disclosure under the public records law.
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`§119.0715(2); see also § 815.045 (noting it is a felony to disclose trade secrets). The
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`Confidential Information clearly falls within the statutory definition of exempt trade secrets:
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`(f) "Trade secret" means the whole or any portion or phase of any formula,
`pattern, device, combination of devices, or compilation of information
`which is for use, or is used, in the operation of a business and which provides
`the business an advantage, or an opportunity to obtain an advantage, over
`those who do not know or use it. The term includes any scientific, technical,
`or commercial information, including financial information, and includes
`any design, process, procedure, list of suppliers, list of customers, business
`code, or improvement thereof, whether tangible or intangible, and regardless
`of whether or how it is stored, compiled, or memorialized physically,
`electronically, graphically, photographically, or in writing.
`§ 812.081(f) (emphasis added).
`13. In its letter, the City contends that the following materials are not protected trade
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`secrets:
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`1. Page 1051 (Hardware): This section provides a compilation of
`proprietary design and
`internal
`testing procedures developed
`exclusively by Lime in the operation of its business providing Lime a
`business advantage.
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`2. Page 129 & 130 (Safety Statistics): This section provides a unique
`compilation of information utilized by Lime in the development of its
`internal process and operating procedures.
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`3. Page 165 & 166 (Appendix B: Hardware Certifications): This
`section provides technical specifications and commercial information
`regarding the proprietary design and certification of Lime's micro
`mobility solutions.
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`1 The City references the Page Number of the PDF document, rather than the page number of the
`submission as marked, Lime utilizes the same numbering convention as the City.
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`4. Page 167-169 (Fleet Numbers and Cities of Operation): This
`information is tantamount to an internal customer list and directly
`reflects internal business operations and staffing decisions for
`competitive fulfillment of contracts.
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`5. Page 176-179 (Appendix F: Maintenance and Inspection SOP): This
`section contains
`internal operational,
`logistical, and procedural
`information developed exclusively by Lime in the operation of its
`business that provides a competitive workflow advantage to any other
`company who gains access to this information.
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`6. Page 183-185 (Appendix G: Extreme Weather and Civil Unrest
`SOP):2 This section contains internal operational, logistical, and
`procedural information developed exclusively by Lime in the operation
`of its business that provides a competitive workflow advantage to any
`other company who gains access to this information.
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`7. Page 193 (Detailed Specs on E-Bike): This section contains
`information detailing
`the proprietary design, operation, and
`development of Lime's e-bikes.
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`8. Page 194-199 (Appendix K: Marketing Plan): This section contains
`Commercial and Financial information used for improving and growing
`Lime's business in target markets and would be detrimental to Lime's
`marketing strategy if released and would allow other companies to
`mimic Lime's marketing strategies to Lime's detriment.
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`9. Pages 202-209 (PCI Audit): This section contains information
`regarding Lime's internal assessment of financial payment security,
`processes, and data security that Lime has developed.
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`14. Upon receipt of the letter, Lime promptly e-mailed the City offering to make the redactions for
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`the previously listed Confidential Information and to provide a copy of the redacted Proposal
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`to the City for release pursuant to the public records request. See Lime E-mail, attached as
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`Exhibit 3.
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`2 This section is referenced twice in the City's letter.
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`15. However, the City indicated that Lime's only recourse was to file this lawsuit to obtain a
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`Protective Order to prevent the release of Lime's previously marked Confidential Information.
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`16. On November 18, 2021, the undersigned promptly e-mailed the listed City Attorneys advising
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`that the Confidential Information clearly fell within the statutory exemptions from public
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`records disclosure as a trade secret and requested a telephone conference to discuss the City's
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`position. See E-mail to City, attached as Exhibit 4. As of this filing, no response has been
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`received.
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`17. Following the e-mail on November 18, 2021, the undersigned called both City Attorney P.
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`Velez and T. Fossler at their listed numbers on the City's website to discuss redaction of the
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`Confidential Information and the City's demand for a protective order. As of this filing, no
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`response was received.
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`COUNT I
`(Lime - Permanent Injunctive Relief against the City of Miami)
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`18. Lime realleges and incorporates by reference paragraphs 1 through 17 above as if fully set
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`forth herein.
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`19. The issuance of an injunction is proper in this case in order to prevent the irreparable harm that
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`will result from the disclosure of Lime's Confidential Information contained within its
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`Proposal.
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`20. Lime's ability to protect its Confidential Information will be seriously impaired, and Lime will
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`suffer great and irreparable injury without having an adequate remedy at law, unless the City
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`is enjoined from disclosing Lime's Confidential Information contained within its Proposal.
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`21. The granting of the relief Lime is seeking is not contrary to, and is in fact, in the public interest.
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`Moreover, granting this relief is necessary and compelling to prevent injury and harm to Lime.
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`22. For the reasons and based on the facts alleged above, it is in the public's best interest that
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`injunctive relief be granted.
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`WHEREFORE, Lime requests that this Court enter Permanent Injunctive Relief as follows:
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`a) Enjoin the City from disclosing the Confidential Information pursuant to any public
`records request; and
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`b) Grant such other and further relief as this Court deems just and appropriate.
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`COUNT II
`(Lime - Declaratory Judgment – City of Miami)
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`23. Lime re-alleges and incorporates by reference paragraphs 1 through 17 above as if fully set out
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`herein.
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`24. Lime maintains that the City cannot disclose the Confidential Information contained within its
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`Proposal pursuant to Florida Statutes §§ 119.0715 and 815.045 and Sepro Corp. v. Florida
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`Department of Environmental Protection, 839 So. 2d 781 (Fla. 1st DCA 2003).
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`25. The City maintains that it will publicly disclose the Lime's Confidential information contained
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`within its Proposal unless Lime seeks and obtains appropriate declaratory and injunctive relief
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`via a Protective Order.
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`26. There is an actual existing dispute between the parties as to treatment of Lime's confidential
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`information contained therein.
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`WHEREFORE, Lime requests:
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`a) that the Court render a judgment declaring that Lime's Confidential Information contained
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`within its Proposal are trade secrets as defined in Florida law and therefore exempt from
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`disclosure as public records;
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`b) that the Court render a judgment declaring that the City is prohibited from providing Lime's
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`Confidential Information contained within its Proposal in response to public records
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`requests; and
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`c) that the Court provide such other relief as is just and appropriate.
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`Respectfully Submitted,
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`s/Alan Fein
`Alan Fein
`Florida Bar No. 288349
`afein@stearnsweaver.com
`Stearns Weaver Miller Weissler
`Alhadeff & Sitterson, P.A.
`Museum Tower
`150 West Flagler Street
`Suite 2200
`Miami, Florida 33130
`Telephone: (305) 789-3200
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`Glenn Burhans, Jr.
`Florida Bar No. 0605867
`gburhans@stearnsweaver.com
`Christopher Clark
`Florida Bar No. 1002388
`crclark@stearnsweaver.com
`Stearns Weaver Miller Weissler
`Alhadeff & Sitterson, P.A.
`Highpoint Center
`106 East College Avenue
`Suite 700
`Tallahassee, FL 32301
` Telephone: (850) 580-7200
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`Counsel for Plaintiff
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`CERTIFICATE OF SERVICE
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`I HEREBY CERTIFY that a true and correct copy of the foregoing was filed in the Florida
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`Courts E-Filing Portal this 18th day of November, 2021, and that Plaintiff will serve the following
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`parties via process server:
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`City of Miami
`Mayor Francis Suarez
`3500 Pan American Drive
`Miami, FL 33133
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`City of Miami Attorney
`Office of the City Attorney
`Victoria Mendez
`444 SW 2nd Avenue
`Miami, FL 33130
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`s/ Alan Fein
`Attorney
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`#10038055 v1
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`Request for Proposals (RFP) 1170387
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`City of Miami
`Request for Proposals
`(RFP)
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`Procurement Department
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`Miami Riverside Center
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`444 SW 2nd Avenue, 6th Floor
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`Miami, Florida 33130
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`Web Site Address: www.miamigov.com/procurement
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`RFP Number:
`Title:
`Issue Date/Time:
`RFP Closing Date/Time:
`Pre-Bid/Pre-Proposal Conference:
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`1170387
`Shared Motorized Scooter Services
`Friday, June 18, 2021
`Wednesday, July 28, 2021, at 5:00 PM
`Voluntary
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`Pre-Bid/Pre-Proposal Date/Time:
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`Wednesday, June 30, 2021, at 10:00 AM
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`Pre-Bid/Pre-Proposal Location:
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`Virtual via MS Teams
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`Deadline for Request for Clarification:
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` Friday, July 9, 2021, at 5:00 PM
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`Contracting Officer:
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`Griffin, James
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`Contracting Officer E-Mail Address:
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`jgriffin@miamigov.com
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`Contracting Officer Facsimile:
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`(305) 400-5078
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`EXHIBIT 1
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`Request for Proposals (RFP) 1170387
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`Certification Statement
`Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain
`a copy for your files. Prices should include all costs, including transportation to destination. The City
`reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum
`of 180 days following the time set for closing of the submissions.
`In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices.
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`We (I) certify that we have read your solicitation, completed the necessary documents, and propose to
`furnish and deliver, F.O.B. DESTINATION, the items or services specified herein.
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`The undersigned hereby certifies that neither the contractual party nor any of its principal owners or
`personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107
`or Ordinance No. 12271.
`All exceptions to this submission have been documented in the section below (refer to paragraph and
`section).
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`EXCEPTIONS:
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`We (I) certify that any and all information contained in this submission is true; and we (I) further certify
`that this submission is made without prior understanding, agreement, or connection with any corporation,
`firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in
`all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this
`solicitation and certify that I am authorized to sign this submission for the submitter. Please print the
`following and sign your name:
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`PROPOSER NAME:
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`ADDRESS:
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`PHONE:
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`EMAIL:
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`SIGNED BY:
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`TITLE:
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`FAX:
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`CELL(Optional):
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`DATE:
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`FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS
`RESPONSE.
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`Request for Proposals (RFP) 1170387
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`Legal Name of Firm:
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`Certifications
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`Proposer's Federal Employer Identification Number (FEIN):
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`Entity Type: Partnership, Sole Proprietorship, Corporation, etc.
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`Year Established:
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`Office Location: City of Miami, Miami-Dade County, or Other
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`Business Tax Receipt/Occupational License Number:
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`Business Tax Receipt/Occupational License Issuing Agency:
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`Business Tax Receipt/Occupational License Expiration Date:
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`Will Subcontractor(s) be used? (Yes or No)
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`If subcontractor(s) will be utilized, provide their name, address and the portion of the work they will be
`responsible for under this contract (a copy of their license(s) must be submitted with your bid response).
`If no subcontractor(s) will be utilized, please insert N/A.:
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`Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and
`date of receipt (i.e. Addendum No. 1, 7/1/19). If no addendum/addenda was/were issued, please insert
`N/A.
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`Request for Proposals (RFP) 1170387
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`Has Proposer reviewed the attached Sample Professional Services Agreement? Yes / No
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`Acknowledge that if awarded, Proposer will be required to execute the Professional Services
`Agreement, located in the Documents Section, in substantially the attached form. In addition, Proposer
`must acknowledge that certain clauses (including #2 Term, #6 Audit and Inspection Rights and
`Records Retention, #8 Public Records, Upon Termination, #15 Nondiscrimination, and # 23 City Not
`Liable for Delays) are non-negotiable.
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`IMPORTANT NOTICE TO PROPOSERS
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`Request for Proposals (RFP) 1170387
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` FAILURE TO COMPLETE, SIGN, AND UPLOAD THE CERTIFICATION STATEMENT
`AND CERTIFICATIONS SECTION WILL RENDER YOUR PROPOSAL NON-
`RESPONSIVE.
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` FAILURE TO COMPLETE AND UPLOAD ATTACHMENT C, PRICE PROPSAL, WILL
`RENDER YOUR PROPSAL NON-RESPONSIVE.
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` ATTACHMENT FILES SHALL BE NO MORE THAN 250MB IN SIZE EACH, SHOULD
`THERE BE A NEED FOR A LARGER SIZE FILE TO BE UPLOADED SPLIT IN
`MULTIPLE FILES.
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` CONTACT BIDSYNC VENDOR SUPPORT TOLL-FREE NUMBER 800-990-9339,
`EMAIL SUPPORT@BIDSYNC.COM, OR VISIT SUPPORT.BIDSYNC.COM FOR
`BIDSYNC TECHNICAL DIFFICULTIES AND/OR ISSUES.
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`Table of Contents
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`Request for Proposals (RFP) 1170387
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`Terms and Conditions ....................................................................................................................................................
`1. General Terms and Conditions ...........................................................................................................................
`1.1. GENERAL TERMS AND CONDITIONS ..............................................................................................
`2. Special Conditions ............................................................................................................................................
`2.1. PURPOSE ..............................................................................................................................................
`2.2. VOLUNTARY PRE-PROPOSAL CONFERENCE ..............................................................................
`2.3. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL
`INFORMATION/CLARIFICATION ...........................................................................................................
`2.4. TERM OF CONTRACT ........................................................................................................................
`2.5. CONDITIONS FOR RENEWAL ..........................................................................................................
`2.6. LIVING WAGE ORDINANCE
`2.7. PROPOSER'S MINIMUM QUALIFICATIONS ...................................................................................
`2.8. REFERENCES .......................................................................................................................................
`2.9. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) ..........................................................................
`2.10 INSURANCE REQUIREMENTS .......................................................................................................
`2.11. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD ...........................................
`2.12. LOCAL PREFERENCE………………………………………………………………………………
`2.13. PAYMENT AND PERFORMANCE BOND ......................................................................................
`2.14. EXECUTION OF AN AGREEMENT .................................................................................................
`2.15. PROJECT MANAGER ........................................................................................................................
`2.16. OPERATING GUIDELINES ...............................................................................................................
`2.17. UNAUTHORIZED WORK
`2.18. CHANGES/ALTERATIONS
`2.19. COMPENSATION ...............................................................................................................................
`2.20. MOTORIZED SCOOTER FEE ...........................................................................................................
`2.21. CONSUMER PRICE INDEX ..............................................................................................................
`2.22. WORTHLESS CHECK OR DRAFT ...................................................................................................
`2.23. REMOVAL OF EMPLOYEES/SUBCONTRACTORS ......................................................................
`2.24. RECORDS ...........................................................................................................................................
`2.25. TRUTH IN NEGOTIATION CERTIFICATE .....................................................................................
`2.26. FAILURE TO PERFORM ...................................................................................................................
`2.27. TERMINATION ..................................................................................................................................
`2.28. ADDITIONAL TERMS AND CONDITIONS ....................................................................................
`2.29. ADDITION / DELETION OF FIRMS .................................................................................................
`3. Specifications ...................................................................................................................................................
`3.1. SPECIFICATIONS/SCOPE OF WORK ................................................................................................
`4. Submission Requirements ................................................................................................................................
`4.1. SUBMISSION REQUIREMENTS ........................................................................................................
`5. Evaluation Criteria............................................................................................................................................
`5.1. EVALUATION CRITERIA ...................................................................................................................
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`1. General Terms and Conditions
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`Request for Proposals (RFP) 1170387
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`Terms and Conditions
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`GENERAL TERMS AND CONDITIONS
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`Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services
`with an estimated aggregate cost of $25,000.00 or more.
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`Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for
`Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida
`Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein.
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`1.1 ACCEPTANCE OF GOODS, EQUIPMENT OR SERVICES - Any good(s), equipment or services delivered
`under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual
`usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and
`be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the
`City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon
`written notice to the Contractor and return the product to the Contractor at the Contractor's expense. In terms of this
`Solicitation the use of the word "services" includes without limitation professional and personal services as that term
`professional and personal services is defined by the City of Miami Procurement Ordinance and as set forth in the
`Definitions Section 18-73 of the City Code.
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`1.2 ACCEPTANCE OF OFFER - Subject to prior occurrence of all condition's precedent set forth in Section 1.88, The
`signed or electronic submission of your solicitation response shall be considered an offer on the part of the Proposer; such
`offer shall be deemed accepted upon the occurrence of all conditions precedent and issuance by the City of a purchase
`order or notice to proceed, as applicable. In summation, execution of a Professional Services Agreement and/or
`Agreement, approval by a referendum as stated in this RFP, and issuance by the City of a purchase order, and/or notice
`to proceed, as applicable.
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`1.3 ACCEPTANCE/REJECTION - The City reserves the right to accept or reject any or all responses or parts of after
`opening/closing date and request re-issuance on the goods/services described in the formal solicitation. In the event of
`such rejection, the Director of Procurement shall notify all affected Proposers and make available a written explanation
`for the rejection. The City also reserves the right to reject the response of any Proposer:
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`1) Who has previously failed to properly perform under the terms and conditions of a Professional Services
`Agreement ("PSA") and/or Agreement,
`2) Who failed to deliver on time, contracts of a similar nature,
`3) Who is not in a position to perform the requirements defined in this formal solicitation,
`4) Who has been debarred,
`5) Who is on the convicted vendors list,
`6) Who is indebted to the City, or
`7) Who is otherwise determined to be non- responsive or non-responsible.
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`The City further reserves the right to waive any irregularities, minor informalities, or technicalities in any or all responses
`and may, at its discretion, re-issue this formal solicitation.
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`1.4 ADDENDA - It is the Proposer's responsibility to ensure receipt of all Addenda. Addenda are available on the
`BidSync Procurement Solutions Platform (“BidSync”) only.
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`1.5 ALTERNATE RESPONSES WILL NOT BE CONSIDERED.
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`Request for Proposals (RFP) 1170387
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`1.6 ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the
`resulting Contract, or any or all its rights, title or interest herein, without the City Manager’s prior written consent.
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`1.7 ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, each
`party shall bear their own attorney's fees through and including appellate litigation and any post-judgment proceedings.
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`1.8 AUDIT RIGHTS AND RECORDS RETENTION - The Successful Proposer agrees to provide access at all
`reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records
`of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and
`transcriptions. The Successful Proposer shall maintain and retain any and all of the books, documents, papers and records
`pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are closed.
`Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract
`by the City. The audit and inspection provisions set forth in Sections 18-100 to 18-102, City Code, are deemed as being
`incorporated by reference herein as set forth in full.
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`1.9 AVAILABILITY OF CONTRACT STATE-WIDE - Any governmental, not-for-profit, or quasi-governmental
`entity in the State of Florida, may avail itself of this Contract and purchase any, and all goods/services, specified herein
`from the Successful Proposer at the Contract price(s) established herein, when permissible by Federal, State, and local
`laws, rules, and regulations.
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`Additionally, any governmental entity outside of the State of Florida but, within the Continental United States of America,
`may avail itself to this Contract and purchase any and all goods/services, specified herein from the Successful Proposer
`at the Contract price(s) established herein, when permissible by Federal, State, and local laws, rules, and regulations.
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`Each governmental, not-for-profit or quasi-governmental entity which uses this Formal Solicitation and resulting Contract
`will establish its own Contract, place its own orders, issue its own purchase orders, be invoiced there from and make its
`own payments, determine shipping terms and issue its own exemption certificates as required by the Successful Proposer.
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`1.10 AWARD OF CONTRACT:
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`A. The PSA and/or Agreement, the Formal Solicitation, the Proposer's response, any addenda issued, and the blanket
`purchase order shall constitute the entire contract, unless modified in accordance with any ensuing amendment or
`addenda.
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`B. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in
`the Special Conditions or Technical Specifications. Proposer shall be in default of its contractual obligation if such
`documents are not submitted in a timely manner and in the form required by the City. Where Proposer is in default of
`these contractual requirements, the City, through action taken by the Department of Procurement, will void its acceptance
`of the Proposer's Response and may accept the Response from the next lowest responsive, responsible Proposal most
`advantageous to the City or re-solicit the City's requirements. The City, at its sole discretion, may seek monetary
`restitution from Proposer and its proposal bond or guaranty, if applicable, as a result of damages or increased costs
`sustained as a result of the Proposer's default.
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`C. The term of the contract shall be specified in one of three documents which shall be issued to the Successful Proposer.
`These documents may either be a blanket purchase order, notice of award and/or contract award sheet.
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`D. The City reserves the right to automatically extend this contract for up to one hundred eighty (180) calendar days
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`Request for Proposals (RFP) 1170387
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`beyond the stated contract term in order to provide City departments with continual service and supplies while a new
`contract is being solicited, evaluated, and awarded. If the right is exercised, the City shall notify the Proposer, in writing,
`of its intent to extend the contract at the same price, terms and conditions for a specific number of days.
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`Additional extensions over the first one hundred eighty (180) day extension may occur, if, the City and the Successful
`Proposer are in mutual agreement of such extensions.
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`E. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion
`of the expressed or implied warranty periods.
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`F. An PSA and/or Agreement shall be awarded to the Proposer by the City Commission based upon the minimum
`qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right