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1Agenda Item No:1. City Commission Agenda Item Report Meeting Date: January 7, 2020 Submitted by: John Barzola Submitting Department: Police Department Item Type: Resolution Agenda Section: Subject: A Resolution authorizing the City Manager to purchase seven vehicles from Duval Ford and purchase and install of emergency equipment with Public Safety Supply. 3/5 (City Manager-Police Dept.) Suggested Action: Attachments: FY 2020 Police Vehicle Equipment Purchase CM Memo.docx FY 2020 7 Vehicle purchase from Duval Ford reso w numbers.docx S. MIAMI LT.xlsx.pdf SOUTH MIAMI PD PROPOSAL Graphics (FORD POLICE INTERCEPTOR SUV KIT).docx Quote # 402.PDF DUVAL FORD Piggyback Contract FSA POLICE PURSUIT VEHICLES 10.21.19.pdf Piggyback agreement.pdf Valor Lightbar.pdf Duval Ford Sunbiz.pdf 1 CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM TO:The Honorable Mayor & Members of the City Commission FROM:Steven Alexander, City Manager DATE:December 17, 2019 SUBJECT:A Resolution authorizing the City Manager to purchase seven vehicles from Duval Ford purchase and install of emergency equipment with Public Safety Supply. BACKGROUND:As part of the Police Departments on-going fleet management program and replacing vehicles with high mileage and reaching 9-10 years of service life the purchase of seven (7) new vehicles utilizing the Florida Sheriffs bid will help augment the police fleet. All seven (7) of the vehicles will be 2020 Ford Police Interceptor Hybrid Utility Vehicle (Explorers). All proposed vehicles have a hybrid drive system which are standard and are more fuel efficient than currently operated police models. The vehicles will be purchased from Duval Ford who was awarded the bid for the southern area of Florida utilizing a piggy back agreement from the Florida Sheriffs Association (FSA) Contract # FSA 19-Vel-27.0 and the purchase and install of emergency equipment from Public Safety Supply through a piggy back agreement from the City of Miami contract # 516388(21). Amount:Not to exceed $362,000 Account:The cost of the seven (7) police vehicles, emergency equipment and graphics will be $361,481; $350,000 for the purchase of the vehicle and emergency equipment will be charged to account 001-1910-521-6490, Capital Improvement (Vehicles and Equipment), with a current balance of $350,000, with the remaining balance of $11,481 being charged to account 001-1910-521-5210 (Graphics and remaining equipment balance). ATTACHMENTS:Resolution with and without numbers Duval Ford Quotes Graphic Design Quote Public Safety Supply Quotes Piggy Back Contract Sunbiz Report 2 RESOLUTION NO. ______________________1 A Resolution authorizing the City Manager to purchase seven vehicles from 2 Duval Ford and purchase and install of emergency equipment with Public 3 Safety Supply.45 WHEREAS, the Mayor and City Commission wish to purchase seven (7) new 2020 Ford Police 6 Interceptor Hybrid Utility vehicles with warranty and emergency equipment installed for the Police 7 Department, and89 WHEREAS, the Police Department through its fleet management program wishes to replace 9 and 10 10 year olds vehicles with high mileage from its fleet; and1112 WHEREAS, Duval Ford was awarded the bid by the Florida Sheriffs Association Southern District 13 for Ford utility and sedan hybrid; and1415 WHEREAS, Public Safety Supply will be utilized for the purchase of emergency equipment and 16 installation for aforementioned vehicles via a piggyback agreement utilizing City of Miami contract # 17 516388(21); and 1819 WHEREAS, the cost of the seven (7) police vehicles, emergency equipment and graphics will be 20 $361,481; $350,000 for the purchase of the vehicle and emergency equipment will be charged to account 001-21 1910-521-6490, Capital Improvement (Vehicles and Equipment), with a current balance of $350,000, with the 22 remaining balance of $11,481 being charged to account 001-1910-521-5210 (Graphics and remaining 23 equipment balance). 2425 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION 26 OF THE CITY OF SOUTH MIAMI, FLORIDA:2728 Section I:The City Manager is authorized to purchase seven (7) Ford Police Vehicles from Duval29 Ford, through a piggyback agreement from the Florida Sheriffs Association Contract No FSA 19-VEL-27.0 and 30 purchase and install emergency equipment from Public Safety Supply through a piggyback agreement from the 31 City of Miami contract # 516388(21) and graphics from Graphic Designs International as approved in the 32 2019-2020 budget.3334 Section 2. Severability: If any section, clause, sentence, or phrase of this resolution is for any 35 reason held invalid or unconstitutional by a court of competent jurisdiction, this holding shall not affect the 36 validity of the remaining portions of this resolution.3738 Section 3:This resolution shall take effect immediately upon approval.3940 PASSED AND APPROVED this ____ day of _____________, 2019.4142 ATTEST:APPROVED:4344 ____________________________________________________45 CITY CLERK MAYOR4647 READ AND APPROVED AS TO FORM,COMMISSION VOTE:48 LANGUAGE, LEGALITY AND Mayor Stoddard:49 EXECUTION THEREOF Vice Mayor Harris: 50 Commissioner Liebman:51 Commissioner Gil:52 _____________________________ Commissioner Welsh:53 CITY ATTORNEY 54 3 CITY OF SOUTH MIAMI Prepared for:Contract Holder DATE: 10/17/19 CITY OF SOUTH MIAMI Duval Fleet Sales JOHN WEBSTER Laura Torbett 305-663-6339 (Work) 904-388-2144 JWebster@southmiamifl.gov (Fax) 904-387-6816 (Cell) 904-568-6027 Laura.Torbett@duvalfleet.com 5203 Waterside Dr Jax, Fl 32210 PLEASE CONFIRM RECEIPT OF QUOTE VIA EMAIL Labor Code Price 0 SPEC 239 2020 FORD POLICE INTERCEPTOR UTILITY AWD- K8A 35,417.00$ 0 500A EQUIPMENT GROUP -$ 0 99W 3.3L HYBRID ENGINE -$ 0 44B 10- SPEED AUTOMATIC TRANSMISSION -$ 0 D51R DELETE LEFT HAND PILLAR MOUNTED SPOTLIGHT (110.00)$ 0 STD POWER WINDOWS AND LOCKS -$ 0 87R 4" REAR VIEW CAMERA IN CENTER STACK -$ 0 153 FRONT LICENSE PLATE BRACKET -$ 0 55F KEYLESS ENTRY -$ 0 -$ 0 -$ 0 YZ OXFORD WHITE -$ 0 96 EBONY BUCKETS/ REAR VINYL SEATS -$ 0 VINYL FLOORING -$ 0 -$ 0 51T LEFT HAND PILLAR MOUNTED LED SPOTLIGHT 419.00$ 0 92G SOLAR GLASS 119.00$ 0 17A AUX CLIMATE CONTROL 609.00$ 0 43D COURTESY LAMP DISABLED 24.00$ 0 76R REVERSE SENSING 274.00$ 0 TAG CITY TAG AND TITLE 125.00$ 0 TTO TITLE PROCESSING FEE 48.00$ 0 EXTRA 5/75 5 YEAR/ 75,000 MILE EXTRA CARE WARRANTY WITH $0 DED.1,845.00$ 0 -$ 0 -$ 0 -$ VENDOR COMMENTS UNIT COST 38,770.00$ TOTAL QUANTITY 7 TOTAL PURCHASE 271,390.00$ We appreciate your interest and the opportunity to quote. Pricing per FLORIDA SHERIFFS ASSOCIATION LIGHT VEHICLE CONTRACT FSA19-VEL27 Heavy Equipment and Trucks FSA19-VEH 17. If you have any questions regarding this quote please call! Note, Vehicle will be ordered white exterior unless specified on purchase order. Shipping and Invoicing instructions are required on agency purchase order. Equipment 4 PROPOSAL SGT. DARBY WAGNER 6130 Sunset Drive South Miami, FL 33143 dwagner@southmiamifl.gov SOUTH MIAMI POLICE DEPARTMENT QTY. DESCRIPTION PRICE TOTAL 7 COMPLETE 3M REFLECTIVE GRAPHICS KIT $534.00 each $3,738 FOR A 2019 FORD INTERCEPTOR UTILITY INCLUDING INSTALLATION PLEASE LET ME KNOW IF AND WHEN TO PROCEED. THANK YOU. Jenice Sellers November 20, 2019 AUTHORIZED SIGNATURE TODAY’S DATE Jenice Sellers Thank you for your inquiry. We appreciate your consideration. PLEASE FAX PURCHASE ORDER TO JENICE SELLERS @ 772-286-8198 OR EMAIL TO JENICE@GDIGRAPHICS.COM 5 QUOTATION Quant it y Item De scription Unit Price Amo unt ******201 9-20 FORD HYB RI D INTERCE PTOR SU V M AR KE D P AT ROL UN IT S****** 7.00 FE-VALOR44-PA CK AGE Fede ral Si gna l 44'Valor GLOW WORM 2,578.80 18,051 .60 BAR Lightb ar with: LOW PROFILE FEETS Ho ok K it, PF20 0 Siren , E S100 Spea ker , ES100 Brack et. (S ee Conf igur ation ) 7.00 FE-HK B-FPIU18 18-19 FORD POLICE IN TE RC EP TOR UTILITY HOOK KI T 44"BARS 7.00 PF200 FEDERAL SI GNAL PAT HFINDER SIREN 7.00 FE-ES100C SPKR,EMERG, 100 W,PLASTIC, 7.00 FE-ESB-U ES100 UNI VERSAL BR AC KE T 7.00 FE-RB KIT2 KIT,DUAL RU MBLER S PK R 7.00 FE-RB -C HGR 15 RU MBLE R B RA CK ET 2015 -18 DOD GE CH AR GER 7.00 FE-OB DC AB LE6 6FT OBDI I I NTER FACE CA BLE 109 .45 766 .15 14.00 FE-MPS60 0U-BR MICROPUL SE ULTRA , RED/BLUE TW O 60.00 840 .00 (2 ) MOUNTED FRON T C ORNE R HE ADLI GHTS 7.00 FE-XSM1-BRW XSTREA M,SNGL,S YNC,BRW,US 97.50 682 .50 MOUNTED ON CENTER FR ONT LOW ER WINDS HI ELD 28.00 FE-XSM1-BRW XSTREA M,SNGL,S YNC,BRW,US 97.50 2,730.00 MOUNTED TWO (2)REAR FACING RE AR WINDOW , TWO (2)REAR CA RGO SIDE WINDOW Quo te Nu mb er:402 Quo te Da te:No v 25,2019 Sales Rep Quot ed To: SOUT H MIAMI POLI CE DE PA RTMENT 613 0 S uns et Drive Sout h Miami,FL 3314 3 US A Good Thru 12/25/19 Customer ID Payme nt Te rms Page: SOUT H MIAMI PD Ne t 30 Day s RA Y 1 TOTAL Cont in ue d Sales Tax Co ntinu ed Subt ot al Co ntinu ed PUBLIC SAFE TY SUPPLY, LLC750W 18TH ST HI ALEAH,FL 33010 Voice: Fax : 888 -895-8745 888 -308-3029 6 QUOTATION Quant it y Item De scription Unit Price Amo unt 7.00 FE-MPSW6-RW WIDE AN GLE 105 .05 735 .35 MICROPUL SE RE D/WH IT E 7.00 FE-MPSW6-BW WIDE ANGLE 105 .05 735 .35 MICROPUL SE BLUE/WHI TE 7.00 FE-FHL-CH G HE ADLI GHT FLASH SELECT-A-PATTERN 47.16 330 .12 7.00 FE-PBX05 PUSHBUMPER,FORD UTILITY 201 6-20 287 .65 2,013.55 7.00 FE-PBX-TC2L-3 2 LIGHT TOP CH AN NE L,MP S,NARROW 23.65 165 .55 14.00 FE-MPS60 0U-BR MICROPUL SE ULTRA , TW O (2)60.00 840 .00 MOUNTED ON TOP CHA NN EL PUSH BUMPER, 14.00 FE-MPS12 00U-BR MICROPUL SE ULTRA ,1200 BLU/RE D 80.00 1,120.00 MOUNTED ONE (1 ) ON EACH SIDE O F PUSH BU MPER 7.00 FE-MPSU-PB45 V P AI R OF 45-DEG RE E 21.45 150 .15 SLANTED PUSH BUMPER MOU NTS 7.00 (G AM BER JOHN SO N) 7170 -0734 -03 308 .46 2,159.22 202 0+For d P olice Int erc ept or®Utility Low -P rof ile Cons ole Box wi th Cup Holder and Vert ical Surf ac e Mou nt Kit 7.00 716 0-028 5 QU AD MOTION TS5 112 .25 785 .75 7.00 185 38 FACEPLATE FED. SIG. PATHFINDE R 200 7.00 716 0-052 3 FACEPLATE,HA RR IS M7300 RADI O 7.00 150 82 PANEL FOR CONS OLE 3 C IG AR ET TE 15.60 109 .20 PLUGS 3.00 716 0-006 3 CO NS OLE FEMALE CI GARETTE PLUG 17.40 52.20 7.00 HA VIS DS-GTC-311-3 G ET AC V1 10 769 .46 5,386.22 Quo te Nu mb er:402 Quo te Da te:No v 25,2019 Sales Rep Quot ed To: SOUT H MIAMI POLI CE DE PA RTMENT 613 0 S uns et Drive Sout h Miami,FL 3314 3 US A Good Thru 12/25/19 Customer ID Payme nt Te rms Page: SOUT H MIAMI PD Ne t 30 Day s RA Y 2 TOTAL Cont in ue d Sales Tax Co ntinu ed Subt ot al Co ntinu ed PUBLIC SAFE TY SUPPLY, LLC750W 18TH ST HI ALEAH,FL 33010 Voice: Fax : 888 -895-8745 888 -308-3029 7 QUOTATION Quant it y Item De scription Unit Price Amo unt DO CK IN G STATION W/TRI PLE PASS THROUGH 7.00 HA VIS LPS-116 95 W AT T POW ER 135 .96 951 .72 SUPPLY FOR DOC K 7.00 HA VIS DS-DA -4 16 LAPTOP SCREEN 57.10 399 .70 SUPPORT FO R DS -GTC-300 DOC KS 7.00 THOR TH MS 200 0 INV ERTER 2000 W AT TS 285 .00 1,995.00 7.00 ( J OTTO ) BROTH ER PRINTER AR MREST 258 .96 1,812.72 7.00 PJ72 3 (Bro ther Mo bile Print er)PocketJet 7 300 dpi 345 .00 2,415.00 Ther ma l P ri nt er with US B (O nly includes the pr in ter.Re quires power , US B cable,and pr in ti ng s upplies) 7.00 LB 3603 US B CABLE-10 FT LENGTH 12.25 85.75 7.00 LB 3604 DC Power E xt ens io n C able 5'for Pocket Jet 14.75 103 .25 3 (Plus) and Poc ketj et 6 (P LUS) *allows us ers to disconne ct from the veh ic le powe r to remov e p ri nter 7.00 STREAMLIGHT 7644 1 P OLY STINGER 155 .00 1,085.00 LED HA Z-LO BLACK 7.00 JOTTO 475-078 7 Single Cell Prisone r 1,730.00 12,110 .00 Tran spor t i nc l.fr onr divider,pass enger side window ar mo r & A BS door pan el and ABS Bioseat, Floor pan and se at belt ex te nd 14.00 FE-MPS60 0U-BR MICROPUL SE ULTRA , BLUE/RED 60.00 840 .00 MOUNTED TWO (2)UNDE R HATCH Quo te Nu mb er:402 Quo te Da te:No v 25,2019 Sales Rep Quot ed To: SOUT H MIAMI POLI CE DE PA RTMENT 613 0 S uns et Drive Sout h Miami,FL 3314 3 US A Good Thru 12/25/19 Customer ID Payme nt Te rms Page: SOUT H MIAMI PD Ne t 30 Day s RA Y 3 TOTAL Cont in ue d Sales Tax Co ntinu ed Subt ot al Co ntinu ed PUBLIC SAFE TY SUPPLY, LLC750W 18TH ST HI ALEAH,FL 33010 Voice: Fax : 888 -895-8745 888 -308-3029 8 QUOTATION Quant it y Item De scription Unit Price Amo unt RE AR FACING WH EN HATCH DOOR OPENS 14.00 FE-416 900-R B DU AL CORNE R LEDS IN LINE FLASHE 50.00 700 .00 RE D/BLUE MO UNTED TWO (2) RE AR CO RNE R TAI L LIGHTS 7.00 SANTA CR UZ SC -934-5-A UNI VERSAL 325 .00 2,275.00 WEAP ON GU NRA CK SE TUP W/#2 K EY 7.00 SUV39-2 -00 SUV 2.0 RA PID ACESS WEAP ONS 755 .00 5,285.00 LOC KE RS 7.00 F39-000 SUV 2.0 FENCE PA CK AGE 174 .94 1,224.58 7.00 FER38KIT FORD SU V P RE -2020 RISER IN ST ALL KIT 155 .63 1,089.41 7.00 AN-1 25001-001 ANTENNA BA SE STANDARD ROOF 55.00 385 .00 MOUNT 7.00 AN-2 25001-004 ANTENNA EL EMENT L OW PROFILE 60.00 420 .00 764 -870 MHZ , 2 DB 14.00 PS-202-08U 8 GANG FUSE BLOC K W IT H 18.00 252 .00 GR OUND IN G PAD 7.00 PS-GCA 100 100 amp c ir uit br eak er 35.00 245 .00 7.00 INSTALL Inst all Fee for produc ts listed abov e.2,125.00 14,875 .00 Includ es all w iring, fuse s,conne ct ors , m iscellaneous brac ke ts 1.00 INSTALL Inst all Fee for Police Radio 150 .00 150 .00 1.00 NO TE : WE PROVI DE ONS ITE REPAIRS SERVICE TO OUR CU ST OMERS 1.00 ***CITY OF MIAMI CONTRA CT #5163 88 (2 1)*** Quo te Nu mb er:402 Quo te Da te:No v 25,2019 Sales Rep Quot ed To: SOUT H MIAMI POLI CE DE PA RTMENT 613 0 S uns et Drive Sout h Miami,FL 3314 3 US A Good Thru 12/25/19 Customer ID Payme nt Te rms Page: SOUT H MIAMI PD Ne t 30 Day s RA Y 4 TOTAL 86,352 .04 Sales Tax Subt ot al 86,352 .04 PUBLIC SAFE TY SUPPLY, LLC750W 18TH ST HI ALEAH,FL 33010 Voice: Fax : 888 -895-8745 888 -308-3029 9 Thomas F. Pepe – 04-03-19 Page 1 of 6 CONTRACT FOR PURSUIT, ADMINISTRATIVE & OTHER VEHICLES THIS AGREEMENT made and entered into this ____ day of __________, 20___ by and between the City of South Miami, a Florida municipal Corporation by and through its City Manager (hereinafter referred to as “City”) and Duval Ford, LLC, (hereinafter referred to as “Contractor”) whose address is 1616 Cassat Avenue, Jacksonville, FL 32210 and whose email address is: Richard.tackett@duvalford.com. WITNESSETH: WHEREAS, the Florida Sheriffs Association solicited bids pursuant to FSA19-VEL27.0, for PURSUIT, ADMINISTRATIVE & OTHER VEHICLES; and WHEREAS, the Florida Sheriffs Association, after completing a competitive bidding process, awarded a contract to Contractor, and WHEREAS, the City of South Miami desires to utilize the Florida Sheriffs Association Contract with Contractor; and WHEREAS, the City is authorized, pursuant to the City of South Miami’s Charter, to piggyback off of contracts, such as the contract in question between Florida Sheriffs Association and Contractor, that were entered into in accordance with a solicitation process that is at least as vigorous as that of the City of South Miami; and NOW, THEREFORE, the City and the Contractor, each through their authorized representative/official, agree as follows: 1. The City desires to enter into a Contract, under the same provisions as set forth in the contract between Florida Sheriffs Association and Contractor pursuant to FSA19-VEL27.0, as modified by this Agreement. 2. The City has reviewed the contract between Florida Sheriffs Association and Contractor and agrees to the provisions of that contract which shall be applicable to a purchase order to be issued by the City and further agrees to the fair and reasonableness of the pricing. Contractor hereby agrees to provide such goods and/or services, pursuant to the City’s purchase order made during the term of this Agreement, under the same price(s), terms and conditions as found in the solicitation documents, the response to the solicitation, and the Agreement/Contract and/or the Award, pertinent copies of which are attached hereto as Attachment A and made a part hereof by reference. 3. All references in the contract between Florida Sheriffs Association and Contractor, shall be assumed to pertain to, and are binding upon Contractor and the City of South Miami. All decisions that are to be made on behalf of Florida Sheriffs Association as set forth in the contract between Florida Sheriffs Association and the Contractor, shall all be made by the City Manager for the City of South Miami. Notwithstanding anything contained in the Florida Sheriffs Association FSA19-VEL27.0 and the contract between Florida Sheriffs 10 Thomas F. Pepe – 04-03-19 Page 2 of 6 Association and the Contractor to the contrary, this Agreement shall be governed by the laws of the State of Florida and venue for all dispute resolutions or litigation shall be in Miami-Dade County, Florida. 4. Term. The term of the contract, including all extensions authorized by the contract shall not exceed five years. 5. Scope of Goods and Services. The scope of goods and services (which may hereinafter be referred to as the “Work”) are set forth in the attached Attachment A and any attachments thereto and the City’s purchase order, the latter of which shall take precedence. The Contractor has agreed to deliver the goods, if any, and perform the services, if any, in a workman like manner and in accordance with all state, county and City laws, at the locations, if any, designated by the City. All of the goods and services reflected in Attachment A shall, unless otherwise stated in the Attachment A or B, be delivered, if good, and commenced, if services, within N/A days from the date of the execution of this Agreement. The Contractor shall obtain and pay for all permits required for the goods and services rendered, if any, with the exception of permits fees charged by the City, said fees shall be waived. 6. Contract Price. The contract price for the good and services is set forth in Attachment A or B. If not otherwise set forth in the contract between Florida Sheriffs Association and the Contractor, the Contractor shall be paid upon delivery of all the goods, if any, the completion of all the services, if any, and after final inspection and approval, by the City, that approves of the goods delivered, if any, and the services performed, if any. 7. Precedence. The term, provisions and conditions of this Agreement shall take precedence over the terms, provisions and conditions of the contract between Contractor and Florida Sheriffs Association. 8. Grant Funding: This project is being funded by N/A and Contractor agrees to comply with all the requirements of that Grant, applicable to the delivery of the goods and/or services that are the subject of this Agreement, and that are within its power to provide and to provide all the documentation within its control that is required for the City to be able to recover as much of the contract price that is available pursuant to the terms of the grant. A copy of the grant, if any, is attached hereto and made a part hereof by reference. 9. Public Records: CONTRACTOR and all of its subcontractors are required to comply with the public records law (s.119.0701) while providing goods and/or services on behalf of the CITY and the CONTRACTOR, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project and shall: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency; and (d) Upon 11 Thomas F. Pepe – 04-03-19 Page 3 of 6 completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 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 305-663-6340; E-mail: npayne@southmiamifl.gov; 6130 Sunset Drive, South Miami, FL 33143. 10. Waiver Jury Trial: City and Contractor knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, or lawsuit arising out of the Contract Documents or the performance of the Work thereunder or any counterclaim, cross-claim or third party claim filed in the same proceeding. 11. Notices: Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e-mail (or similar electronic transmission), facsimile transmission or certified mail with return receipt requested and shall be deemed delivered on the date shown on the e-mail or delivery confirmation for any facsimile transmission or, if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. If hand delivered to the CITY, a copy must be stamped with the official CITY receipt stamp showing the date of delivery, otherwise the document shall not be considered to have been hand delivered. Notices shall be delivered to the following individuals or entities at the addresses (including e- mail) or facsimile transmission numbers set forth below or in the introductory paragraph to this contract: To CITY: City Manager, 6130 Sunset Dr. South Miami, FL 33143 Tel: (305) 668-2510 Fax: (305) 663-6345 E-mail: salexander@southmiamifl.gov With copies to: City Attorney 6130 Sunset Dr. South Miami, FL 33143 Tel: (305) 667-2564 Fax: (305) 341-0584 E-mail: tpepe@southmiamifl.gov 12 Thomas F. Pepe – 04-03-19 Page 4 of 6 12. Validity of Executed Copies: This Agreement may be executed in several counterparts, each of which may be construed as an original. 13. Attorneys’ Fees and Costs: In the event of any litigation between the parties arising out of or relating in any way to this Agreement or a breach thereof, each party shall bear its own costs and legal fees. Nothing contained herein shall prevent or prohibit the right to be indemnified for any attorney fees incurred in the defense of an action by a person or entity who is not a party to this Agreement. 14. Indemnification: Notwithstanding anything contained in the contract between Contractor and Florida Sheriffs Association to the contrary, the City does not waive its sovereign immunity granted by Florida Statutes, Section 768.28, and the City’s tort liability shall be limited to the waiver of sovereign immunity provided for in Section 768.28. 15. Severability: If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, and as the duly authorized act of the parties, the undersigned representatives of the parties hereto have caused this instrument to be signed in their respective names by their proper officials on or before the day and year first above written. DUVAL FORD, LLC By: ____________________________ ____________________________ (type name and title of signatory above) ATTEST: CITY OF SOUTH MIAMI By: ____________________________ By: ____________________________ Nkenga Payne, CMC Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality and Execution Thereof. By: ____________________________ Thomas F. Pepe City Attorney 13 BID AWARD CONTRACT FSA19‐VEL27.0 Pursuit, Administrative, and Other Vehicles Contract Term: October 1, 2019– September 30, 2020 Cooperative Purchasing Program Coordinated By The Florida Sheriffs Association & Florida Association of Counties 14 Date: October 1, 2019 To: All Perspective Participants From: Steve Casey, Executive Director Craig Chown, CPP Manager Re: Contract Number FSA19‐VEL27.0 Pursuit, Administrative and Other Vehicles We are pleased to announce that the Florida Sheriffs Association has successfully completed its 27th cooperative competitive bid for vehicles. This contract is in effect beginning October 1, 2019 through September 30, 2020. This year’s bid includes 310 specifications and makes and models. It offers police rated pursuit, special service, administrative, hybrid vehicles, electric vehicles, pick‐up trucks, vans, mobility transport, and police motorcycles. The competitive process for this award began in February 2019, when stakeholders were surveyed regarding procurement needs. Specifications were developed based on prior year activity and new additions were added based on survey results and the Fleet Advisory Committee’s review of products. On May 18, 2019, a direct notification was sent to 122 prospective bidders to register for qualification to participate in the bid process. An advertisement of the Invitation to Bid was placed within the Florida Administrative Weekly on May 13, 2019 and again on May 27, 2019. From this ITB, 45 bidders responded to the pre‐bid meeting registration. Of these respondents, 42 submitted bids and 27 qualified, responsive bidders were awarded after a review by the FSA and the FSA Fleet Advisory Committee. The Florida Sheriffs Association Cooperative Purchasing Program has followed the Contract Terms and Conditions to procure this contract. Contract prices are extended and guaranteed to any local government or political subdivision of the state, public educational institutions, other public agencies or authorities with the State of Florida, and entities approved by the manufacturer to participate in this contract. Out of state sales are permitted under this contract. All purchasers are bound by their local governing purchasing ordinances, rules and regulations. All awarded vendors are governed by their manufacturer agreements and the Contract Terms and Conditions. 15 List of Awarded Vendors in Alphabetical Order for FSA19‐VEL27.0 Pursuit, Administrative and Other Vehicles. 1. Alan Jay Chevrolet Cadillac, Inc. d/b/a Alan Jay Chevrolet Buick GMC Cadillac 2. Alan Jay Enterprises of Wauchula, Inc d/b/a Alan Jay Chrysler Jeep Dodge of Wauchula 3. Alan Jay Ford Lincoln Mercury, Inc 4. Alan Jay Import Center, Inc d/b/a Alan Jay Toyota 5. Alan Jay Nissan Inc. 6. Alligator Alley Harley Davidson 7. Asbury Jax Ford, LLC DBA: Coggin Ford 8. Auto Nation Chevrolet Pembroke Pines 9. Beck Chevrolet Buick GMC LLC 10. Beck Chrysler Dodge Jeep 11. Beck Nissan 12. Bobbin Trace Automotive LLC DBA Legacy Toyota 13. Bozard Ford 14. Coggin Cars LLC 15. Coggin Chevrolet LLC DBA: Coggin Chevrolet 16. Duval Ford LLC 17. Garber Chevrolet Buick GMC Inc. 18. Garber Ford Inc. 19. Garber Chrysler Dodge Jeep Ram 20. Palmetto Ford Truck Sales Inc. 21. Plantation Sales Inc. DBA Weston Nissan 22. Rossmeyer Daytona Motorcycles Inc 23. Southern Sewer Equipment Sales – SSES Inc. 24. Starke Motorcars, LLC dba Duval Chevrolet 25. Stingray Chevrolet 26. Terry Taylor DeLand Nissan Inc. 27. Tesla Inc 16 FSA19-VEL27.0 Pursuit, Administrative and OOther Vehicles Awarded Vendor Directory Awarded Vendor Address City State Zip Code Sales Contact Office Telephone Mobile Telephone E-mail Alan Jay Chevrolet Cadillac, Inc. dba Alan Jay Chevrolet Buick GMC Cadillac 441 US Hwy 27 North Sebring FL 33870 Chris Wilson 863-402-4234 863-381-3411 Chris.wilson@alanjay.com Alan Jay Enterprises of Wauchula, Inc dba Alan Jay Chrysler Jeep Dodge of Wauchula 1405 US Hwy 17 South Wauchula FL 33873 Chris Wilson 863-402-4234 863-381-3411 Chris.wilson@alanjay.com Alan Jay Ford Lincoln Mercury, Inc.3201 US Hwy 27 South Sebring FL 33870 Chris Wilson 863-402-4234 863-381-3411 Chris.wilson@alanjay.com Alan Jay Import Center, Inc dba Alan Jay Toyota 404 US Hwy 27 North Sebring FL 33870 Chris Wilson 863-402-4234 863-381-3411 Chris.wilson@alanjay.com Alan Jay Nissan, Inc 1700 Flare Road Sebring FL 33870 Chris Wilson 863-402-4234 863-381-3411 Chris.wilson@alanjay.com Alligator Alley Harley-Davidson 201 International Parkway Sunrise FL 33325 Steve Otton 954-414-4135 954-793-5167 stephen.otton@alligatoralleyhd.com Asbury Jax Ford, LLC dba Coggin Ford 9650 Atlantic Blvd Jacksonville FL 32225 Rick Hoening 904-705-5954 904-705-5954 rhoening@cogginauto.com Auto Nation Chevrolet Pembroke Pines 8600 Pines Boulevard Pembroke Pines FL 33024 David Fridgant 954-447-2150 954-290-9221 FridgantD@autonation.com Beck Chevrolet Buick GMC LLC 1601 Reid St Palatka FL 32177 Brandy Sloan 386-937-9394 386-937-9394 brandysloan@beckfleet.com Beck Chrysler Dodge Jeep 256 Hwy 17 North Palatka FL 32177 Brandy Sloan 386-937-9394 386-937-9394 brandysloan@beckfleet.com Beck Nissan 252 Hwy 17 North Palatka FL 32177 Brandy Sloan 386-937-9394 386-937-9394 brandysloan@beckfleet.com Bobbin Trace Automotive, LLC dba Legacy Toyota 3800 W Tennessee St Tallahassee FL 32304 Phil Sollecito 850-688-9264 941-914-5727 psollecito@legacytoyota.com Bozard Ford 540 Outlet Mall Blvd St. Augustine FL 32084 Jeff Eason 904-436-6316 904-219-1475 govsales@bozard.com Coggin Cars LLC 11340 Philips Hwy Jacksonville FL 32256 Rick Hoening 904-608-4240 904-608-4240 rhoening@cogginauto.com Coggin Chevrolet LLC 10880 Philips Hwy Jacksonville FL 32256 Rick Hoening 904-608-4240 904-608-4240 rhoening@cogginauto.com Duval Ford LLC 1616 Cassat Ave Jacksonville FL 32210 Richard Tackett 904-343-6266 904-343-6266 richard.tackett@duvalford.com Garber Chevrolet Buick GMC Inc.3340 Hwy 17 Green Cove Springs FL 32043 Ryan Davis 904-264-2442 904-476-2155 rdavis@garberautomall.com Garber Chrysler Dodge Jeep Ram 3408 Hwy 17 Green Cove Springs FL 32043 Ryan Davis 904-264-2442 904-476-2155 rdavis@garberautomall.com Garber Ford, Inc 3380 Hwy 17 Green Cove Springs FL 32043 Todd Brandt 904-264-2442 904-509-4747 tbrandt@garberautomall.com Palmetto Ford Truck Sales, Inc.7245 NW 36th St Miami FL 33166 Charlie Rodgers 305-470-1334 305-972-7133 crodgers@palmettotruck.com Plantation Sales Inc. dba Weston Nissan 3650 Weston Rd.Davie FL 33331 Alex Castano 954-888-4275 305-301-1429 acastano@westonauto.com Rossmeyer Daytona Motorcycles Inc 1637 North US Highway 1 Ormond Beach FL 32174 Barry Kuhnly 954-257-2073 954-257-2073 bkuhnly@brhd.com Southern Sewer Equipment Sales - SSES, Inc.3409 Industrial 27th Street Fort Pierce FL 34946 Bill Stinson 772-595-6940 772-216-2173 info@southernsewer.com Starke Motorcars, LLC dba Duval Chevrolet 1901 North Temple Avenue Starke FL 32091 Richard Tackett 904-388-2144 904-343-6266 Richard.Tackett@duvalfleet.com Stingray Chevrolet 2002 N. Frontage Road Plant City FL 33563 Peter Popiel 813-473-2002 407-221-7600 magicpeterfleet@gmail.com Terry Taylor DeLand Nissan 2600 South Woodland Blvd DeLand FL 32720 Howard Williams 386-734-3003 386-801-4187 howardwilliams@cfl.rr.com Tesla 1949 Tigertail Blvd Dania Beach FL 33004 Sloan Cinelli 510-602-6132 510-602-6132 scinelli@tesla.com 17 Thomas F. Pepe – 04-03-19 Page 5 of 6 ATTACHMENT A CONTRACT FOR PURSUIT, ADMINISTRATIVE & OTHER VEHICLES • SCOPE OF SERVICES • FLORIDA SHERIFFS ASSOCIATION TERMS AND CONDTIONS 18 Contract: FSA19-VEH17.0 Heavy Trucks and Equipment Contract: FSA19-VEL27.0 Pursuit, Administrative and Other Vehicles FSA Cooperative Purchasing Program Contract Terms and Conditions 19 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 1 Contents 1.0 GENERAL CONDITIONS .............................................................................................................. 5 1.01 BID CORRESPONDENCE ................................................................................................ 5 1.02 PURPOSE ....................................................................................................................... 6 1.03 TERM OF CONTRACT..................................................................................................... 6 1.04 ESTIMATED QUANTITIES ............................................................................................... 6 1.05 SHERIFF AS COUNTY CONSTITUTIONAL OFFICER ......................................................... 6 1.06 FUNDING ....................................................................................................................... 6 1.07 CURRENCY..................................................................................................................... 7 1.08 GENERAL DEFINITIONS ................................................................................................. 7 1.09 ELIGIBLE PURCHASERS OF CONTRACT .......................................................................... 8 1.10 LEGAL REQUIREMENTS ................................................................................................. 9 1.11 PATENTS & ROYALTIES ................................................................................................. 9 1.12 FEDERAL AND STATE STANDARDS ................................................................................ 9 1.13 UNDERWRITERS’ LABORATORIES ................................................................................. 9 1.14 AMERICANS WITH DISABILITIES ACT .......................................................................... 10 1.15 REASONABLE ACCOMMODATION .............................................................................. 10 1.16 MINORITY BUSINESS ENTERPRISE (MBE) ................................................................... 10 1.17 ANTI-DISCRIMINATION ............................................................................................... 10 1.18 BEST COMMERCIAL PRACTICES .................................................................................. 10 1.19 PUBLIC ENTITY CRIMES (PEC) ..................................................................................... 10 1.20 TAX EXEMPTION ......................................................................................................... 11 1.21 TAXES .......................................................................................................................... 11 1.22 ORDER OF PRECEDENCE IN THE EVENT OF CONFLICT ............................................... 11 1.23 COMMUNICATIONS .................................................................................................... 11 1.24 CLARIFICATION AND ADDENDA .................................................................................. 11 1.25 SIGNED BID CONSIDERED AN OFFER .......................................................................... 12 1.26 ASSIGNMENT OF CONTRACT ...................................................................................... 12 1.27 TERMINATION OF PRODUCT LINE .............................................................................. 12 1.28 METHOD OF AWARD .................................................................................................. 13 20 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 2 1.29 DEMONSTRATION OF COMPETENCY .......................................................................... 13 1.30 VENDOR ABILITY TO PERFORM .................................................................................. 13 1.31 FINANCIAL RESPONSIBILITY ........................................................................................ 14 1.32 QUALITY AND SAFETY ................................................................................................. 14 1.33 NONCONFORMANCE .................................................................................................. 14 1.34 GRATUITIES ................................................................................................................. 15 1.35 TIE BIDS ....................................................................................................................... 15 1.36 RIGHT TO AUDIT ......................................................................................................... 15 1.37 LIABILITY, INSURANCE, LICENSES AND PERMITS ........................................................ 16 1.38 BID BONDS, PERFORMANCE BONDS, CERTIFICATES OF INSURANCE ......................... 16 1.39 ELIMINATION FROM CONSIDERATION ....................................................................... 16 1.40 COLLUSION ................................................................................................................. 16 1.41 DEFAULT ..................................................................................................................... 17 1.42 PROTESTS AND ARBITRATION .................................................................................... 17 1.43 NONPERFORMANCE ................................................................................................... 18 1.44 SEVERABILITY .............................................................................................................. 19 1.45 TERMINATION FOR CAUSE ......................................................................................... 20 1.46 TERMINATION WITHOUT CAUSE ................................................................................ 20 1.47 CONTRACT ADVERTISMENT AND USE OF FSA LOGO ................................................. 20 2.0 BIDDER INSTRUCTIONS ......................................................................................................... 21 2.01 BIDDER QUALIFICATIONS ........................................................................................... 21 2.02 LICENSING/FACILITIES ................................................................................................. 21 2.03 INSURANCE AND INDEMNIFICATION ......................................................................... 22 2.04 SPECIFICATIONS .......................................................................................................... 24 2.05 FIXED PRICES ............................................................................................................... 24 2.06 SEALED BIDS ................................................................................................................ 24 2.07 EXCEPTIONS, OMISSION AND ERRORS ....................................................................... 24 2.08 MISTAKES .................................................................................................................... 25 2.09 EQUIVALENTS ............................................................................................................. 25 2.10 MANDATORY PRE-BID MEETING ................................................................................ 25 2.11 QUALIFICATION .......................................................................................................... 26 21 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 3 2.12 PRICES QUOTED .......................................................................................................... 26 2.13 OPTION PRICING ......................................................................................................... 26 2.14 EMERGENCY LIGHTS AND SIRENS ............................................................................... 28 2.15 SUBMITTAL OF BID ..................................................................................................... 29 2.16 ZONE BIDDING ............................................................................................................ 30 2.17 EXECUTION OF BID ..................................................................................................... 30 2.18 MODIFICATION OR WITHDRAWALS OF BIDS ............................................................. 31 2.19 LATE BIDS .................................................................................................................... 31 2.20 BID OPENING .............................................................................................................. 31 2.21 DETERMINATION OF RESPONSIVENESS ..................................................................... 31 2.22 RESPONSIBLE BIDDER CRITERIA.................................................................................. 31 2.23 BASIS FOR AWARD ...................................................................................................... 32 2.24 FIRM BID ..................................................................................................................... 32 2.25 BID TABULATIONS ....................................................................................................... 32 2.26 MINOR IRREGULARITIES/RIGHT TO REJECT ................................................................ 33 2.27 CONE OF SILENCE ....................................................................................................... 33 3.0 CONTRACT CONDITIONS ....................................................................................................... 34 3.01 GENERAL REQUIREMENTS .......................................................................................... 34 3.02 STATEMENT OF AUTHORITY ....................................................................................... 34 3.03 VENDOR CONTACT INFORMATION ............................................................................ 34 3.04 OPTION TO RENEW & PRICE ADJUSTMENT ................................................................ 34 3.05 ADDITIONS AND DELETIONS ....................................................................................... 35 3.06 EQUITABLE ADJUSTMENT ........................................................................................... 35 3.07 DISCOUNTS ................................................................................................................. 35 3.08 CONDITIONS ............................................................................................................... 35 3.09 PRODUCTION CUTOFF ................................................................................................ 36 3.10 FACILITIES ................................................................................................................... 36 3.11 SUBSTITUTIONS .......................................................................................................... 36 3.12 POLICE RATED VEHICLES & MOTORCYCLES ................................................................ 36 3.13 SPECIAL SERVICE VEHICLES ......................................................................................... 37 3.14 CAB AND CHASSIS PURCHASES ................................................................................... 37 22 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 4 3.15 FACTORY INSTALLED ................................................................................................... 37 3.16 VENDOR INSTALLED .................................................................................................... 38 3.17 NON-SCHEDULED OPTIONS ........................................................................................ 38 3.18 FORCE MAJEURE ......................................................................................................... 38 3.19 DELIVERY TIME............................................................................................................ 38 3.20 ORDER ......................................................................................................................... 39 3.21 VEHICLE AND EQUIPMENT DELIVERY ......................................................................... 40 3.22 INSPECTION AND ACCEPTANCE .................................................................................. 41 3.23 REGISTRATION, TAG AND TITLE .................................................................................. 42 3.24 INVOICING AND PAYMENTS ....................................................................................... 42 3.25 WARRANTY REPAIRS AND SERVICE ............................................................................ 42 3.26 INADEQUATE SERVICE ................................................................................................ 42 3.27 REPORTING: PURCHASE ORDERS & QUARTERLY REPORTS ........................................ 43 3.28 ADMINISTRATIVE FEE ................................................................................................. 44 3.29 LIQUIDATED DAMAGES .............................................................................................. 44 Appendix A ................................................................................................................................ 46 Appendix B ................................................................................................................................ 47 Appendix C ................................................................................................................................ 48 Appendix D ................................................................................................................................ 49 Appendix E ................................................................................................................................ 50 23 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 5 1.0 GENERAL CONDITIONS 1.01 BID CORRESPONDENCE All correspondence regarding this bid should be directed to the Florida Sheriffs Association “FSA”, using the information shown above. Please be sure to reference the bid number and your contact information. The contacts for this bid are: Annette Grissom, FSA Cooperative Purchasing Program Coordinator II E-mail: agrissom@flsheriffs.org Phone: 850-877-2165 ext. 5811 Fax: 850-878-5115 Craig Chown, FSA Cooperative Purchasing Program Manager E-mail: cchown@flsheriffs.org Phone: 850-877-2165 ext. 5833 Fax: 850-878-5115 Communication for this Invitation to Bid should be identified by contract number and title and directed to: Florida Sheriffs Association Attn: Cooperative Purchasing Program Coordinator 2617 Mahan Drive Tallahassee, FL 32308 E-mail: CPP@flsheriffs.org 24 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 6 1.02 PURPOSE The Florida Sheriffs Association invites interested Bidders, including Motor Vehicle Manufacturers and Dealers/Certified Representatives to submit responses in accordance with these solicitation documents. The FSA Cooperative Purchasing Program will conduct the solicitation process and administer the resulting contract. The purpose of this bid is to establish a twelve (12) month contract with manufacturers and manufacturer’s authorized vendors for the purchase of vehicles and equipment on a “no trade-in basis”. 1.03 TERM OF CONTRACT This contract shall remain in effect for one (1) year from date of contract execution by the FSA, and may be renewed by mutual agreement, at the sole option and discretion of the FSA , pursuant to the terms of Section 3.04. The term of contract begins October 1, 2019 and ends September 30, 2020. Contract extensions will only be executed when the FSA determines, based on then-existing conditions, that it is in the best interest of the FSA and the purchasers to do so. 1.04 ESTIMATED QUANTITIES In FY 2017-18, eligible users purchased approximately 8,330 vehicles and equipment from this contract. These estimated figures are given as a guideline for bidders preparing bids. Quantities provided do not guarantee or imply future contract sales. Neither the FSA nor any eligible user is obligated to place any order for a given amount subsequent to the award of this bid solicitation. 1.05 SHERIFF AS COUNTY CONSTITUTIONAL OFFICER The Offices of the Sheriff in the State of Florida are constitutional offices of the State of Florida. Each has the authority either individually or collectively to execute contracts for all goods and services for the proper conduct of that office. Section 30.53, Florida Statutes, exempts the sheriffs’ offices from the provisions of the Florida Statute that would otherwise require sealed and competitive bidding procedures. It is our practice to give consideration to the prices offered, but the Office of the Sheriff is not required by law to accept the lowest priced proposal and may reject any or all of the proposals without recourse. Bidders are solely responsible for their own bid preparation costs and nothing in this solicitation in any way obligates the participating sheriffs’ offices for any payment for any activity or costs incurred by any bidder in responding to this solicitation. 1.06 FUNDING In the case of certain purchasers, including state agencies, funds expended for the purposes of the contract must be appropriated by the Florida Legislature, the individual participating agency or the agency’s appropriating authority for each fiscal year included within the contract period. For such agencies, their 25 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 7 performances and obligations to pay for products or services under any resulting contract, or purchase order, are contingent upon such an annual appropriation by the Legislature, individual agency or by the appropriating authority. Therefore, any contract or purchase order with such an agency shall automatically terminate without penalty or termination costs in the event of non-appropriation. 1.07 CURRENCY All transaction amounts, bids, quotes, provisions, payments or any part of this contract relating to currency are to be made in United States Dollar. 1.08 GENERAL DEFINITIONS The terms used in this contract are defined as the following: a. Bidder: A proposer or enterprise that submits a formal offer to the FSA Cooperative Purchasing Program Administrator in accordance with the Contract Terms and Conditions. b. Bid System: The online forum used for the submission of electronic bids and review of bid results for the specifications connected to this Invitation to Bid. VendorLink is the software used for this bid. c. Dealer: A manufacture’s certified representative authorized by the manufacturer to market, sell, provide, and service the vehicles/equipment for the FSA Cooperative Purchasing Program. Dealers may be vendor-owned and controlled, in whole or in part, or independently owned and controlled. d. Florida Sheriffs Association Cooperative Purchasing Program (FSA): The entity that administeres the Invitation to bid and contract administration functions for this contract. e. End User: A term used to distinguish the person who ultimately uses or is inten ded to use a product or for whom a product is designed for use. f. Factory: Refers to the manufacturer produced products. g. Fleet Advisory Committee (FAC): An employee of a sheriff’s office or other local governmental agency, or any other person who FSA identifies as subject matter expert who assists with the development of bid specifications and evaluation of bid responses. The Fleet Advisory Committee makes recommendations to the FSA and is not responsible for final awards. h. Invitation to Bid: A competitive solicitation and award process established through the issuance of an invitation to vendors, dealers and manufacturers to submit a price offer on a specific product to be provided. This term shall include the bid specifications available to bidders on the bid system and references to solicitation documents. The term shall not include request for proposals, request for quotes, request for letters of interest, or the solicitation of purchase orders based on oral or written quotations. i. Manufacturer: The original producer or provider of vehicles or equipment offered on this contract. 26 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 8 j. Manufacturer’s Suggested Retail Price (MSRP): Manufacturer’s Suggested Retail Price (MSRP) represents the Manufacturer’s recommended retail selling price, list price, published list price, or other usual and customary price that would be paid by the purchaser. The following are acceptable sources of current MSRPs and MSRP Lists for use in submission of the bid solicitation and the resulting contract: 1. Manufacturer’s Computer Printouts: Ford - “Dora”; General Motors - “GM Autobook”; or approved equivalent 2. Chrome Systems, Inc.’s PC Carbook (PC Carbook Plus and PC Carbook Fleet Edition) 3. Manufacturer’s Annual U.S. Price Book 4. Manufacturer’s official website k. Non-Scheduled Options: Any optional new or unused component, feature or configuration that is not included or listed in the base vehicle specifications or options. l. Production Cutoff: A date used by manufacturers to notify dealers that the factory has reached maximum capacity for orders or are discontinuing the production of a vehicle or equipment. Vehicle manufacturers use this term when referring to any given model year for production. m. Published List Price: A standard “quantity of one” price currently available to government and educational purchasers, excluding cooperative or volume discounts. n. Purchaser: A Purchaser is an entity that seeks to obtain vehicles or equipment off this contract by meeting the eligible user criteria or with vendor approval. o. Purchase Order: A request for order from a purchaser to an awarded vendor for an item that has been awarded on this Contract. Purchaser orders placed using this contract formalize the terms and conditions of this contract under which a vendor furnishes vehicles or equipment to a purchaser. p. Third Party Supplier: Businesses external to a bidder or vendor that provide products and services which contribute to the overall finished vehicle or equipment. Third Party Suppliers are contractors under the direction and responsibility of the bidder or vendor. q. Vendor: The bidder that has been awarded and agrees to provide vehicles or equipment that meet the requirements and base specifications. The vendor must agree to the contract terms and conditions of the contract before being awarded to the contract. r. Vendor Installed: A product or service provided by the vendor or other third party; not the factory. 1.09 ELIGIBLE PURCHASERS OF CONTRACT Awarded bids, or contract prices, will be extended and guaranteed to the Florida Sheriffs Association, any unit of local government, political subdivision or agency of the State of Florida. This includes, but is not limited to counties, municipalities, sheriffs’ offices, clerks, property appraisers, tax collectors, supervisors of elections, school boards or districts, water management districts, police and fire departments, emergency response units, state universities and colleges, or other state, local or regional government entities within the State of Florida. 27 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 9 All purchasers are bound by state law, local ordinances, rules and regulations for purchases made under this contract. Participating agencies cannot guarantee any order other than those ordered by the individual agency. In addition, bids can be extended and guaranteed to other entities approved by manufacturers to participate in this contract, which can include out of state sales. Vendors that wish to extend contract pricing to entities other than those defined here are governed by their manufacturer’s agreement, and must agree to the terms and conditions of this contract. 1.10 LEGAL REQUIREMENTS Federal, State, county laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the bidder of applicable legal requirements will in no way be a cause for relief from responsibility. 1.11 PATENTS & ROYALTIES The bidder, without exception, shall indemnify and hold harmless the FSA and its employees from liability of any nature or kind, including costs and expenses for, or on account of, any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the FSA or a purchaser. If the bidder uses any design, device or materials covered by letters, patent, or copyright, it is mutually understood and agreed, without exception, that the bid prices shall include all royalties or costs in any way arising, directly or indirectly, from the use of such design, device, or materials in any way involved in the work. 1.12 FEDERAL AND STATE STANDARDS It is the intent of FSA that all specifications herein are in full and complete compliance with all federal and State of Florida laws, requirements, and regulations ap plicable to the type and class of commodities and contractual services being provided. In addition, any applicable federal or State legal or regulatory requirements that become effective during the term of the Contract, regarding the commodities and contractual services’ specifications, safety, and environmental requirements shall immediately become a part of the Contract. The vendor shall meet or exceed any such requirements of the laws and regulations. If an apparent conflict exists, the vendor shall contact the FSA immediately. The bidder shall obtain and pay for all licenses, permits and inspection fees for this bid submission and contract. 1.13 UNDERWRITERS’ LABORATORIES Unless otherwise stipulated in the bid, all manufactured items and fabricated assemblies shall be Underwriters’ Laboratories, or U.L., listed or re-examination listing where such has been established by U.L. for the item(s) offered and furnished. 28 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 10 1.14 AMERICANS WITH DISABILITIES ACT To request this material in accessible format, sign language interpreters, information on access for persons with disabilities, or any accommodation to review any document or participate in any FSA sponsored proceeding, please contact FSA Human Resources at (850) 877-2165 five days in advance to initiate your request. TTY users may also call the Florida Relay Service at 711. 1.15 REASONABLE ACCOMMODATION In accordance with the Title II of the Americans with Disabilities Act, any person requiring an accommodation at the Bid opening because of a disability must contact the FSA Human Resources at (850) 877-2165. 1.16 MINORITY BUSINESS ENTERPRISE (MBE) The Florida Sheriffs Association policy is that Minority Business Enterprises (MBE) shall have the opportunity to participate in this invitation to bid. Such process would be for supplying goods and services to FSA and Purchasers. 1.17 ANTI-DISCRIMINATION The bidder certifies that he/she is in compliance as applicable by federal or state law with the non- discrimination clause contained in Section 202, Executive Order 11246, as amended by Executive Order 11375, relative to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin. 1.18 BEST COMMERCIAL PRACTICES The apparent silence of this specification and any supplemental specifications as to any details or the omission from it of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices, size, and design are to be used. All workmanship is to be first quality. All interpretations of this specification shall be upon the basis of this statement. 1.19 PUBLIC ENTITY CRIMES (PEC) In accordance with the Public Entity Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list maintained by the State of Florida Department of Management Services following a conviction for public entity crimes may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a Vendor, supplier, Sub-Vendor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 29 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 11 1.20 TAX EXEMPTION All State and Federal tax exemptions applicable to the units of local government of the State of Florida will apply, and appropriate certifications furnished. Purchasers shall comply with all federal, state and local tax requirements. The Florida Sheriffs Association is a 501(c)3 organization and is exempt from all Federal Excise and State Taxes. State Sales Tax and Use Certificate Number is 85-8012646919C-3. 1.21 TAXES Customers making a purchase pursuant to the awarded bid are generally exempt from Federal Excise and State Sales Tax. It is the responsibility of the vendor to verify that the purchaser is exempt by obtaining the purchaser’s Federal Excise and State Taxes and Use Certificate Number. 1.22 ORDER OF PRECEDENCE IN THE EVENT OF CONFLICT In the event of conflict, the conflict may be resolved in the following order of priority (highest to lowest): 1. Addenda to Contract Terms and Conditions, if issued 2. Contract Conditions 3. Addenda to Bid Specifications, if issued 4. Bid Specifications 5. Bidder Instructions 6. General Conditions 1.23 COMMUNICATIONS Communications between a proposer, bidder, lobbyist or consultant and FSA are limited to matters of process or procedure and shall be made in writing to the contact persons identified in Section 1.01 of this procurement. Bidders should not rely on representations, statements, or explanations other than those made in this Bid or in any written addendum to this Bid, and no oral representations, statements, or explanations shall be deemed to bind the FSA or eligible users. 1.24 CLARIFICATION AND ADDENDA Any questions or clarifications concerning the Invitation to Bid shall be submitted to FSA by e-mail to CPP@flsheriffs.org with the bid title and number referenced on all correspondence. Final questions must be received by the date for Request for Clarification stated on the Bid Calendar. Questions and answers will be posted to the FSA Cooperative Purchasing Program website on the date indicated on the Bid Calendar. Interpretation of the specifications or any solicitation documents will not be made to the bidder verbally, and if any verbal clarifications are provided they are without legal effect. Questions received after the cone of silence date listed on the bid calendar will not be addressed. The FSA reserves the right to address technical questions. 30 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 12 The FSA shall issue a Formal Addendum if substantial changes which impact the submission of bids are required. Any such addenda shall be binding on the bidder and shall become a part of the solicitation document. In the event of conflict with the original specifications, addenda shall govern to the extent specified. Subsequent Addenda shall govern over prior Addenda only to the extent specified. FSA will make every attempt to e-mail updates to registered bidders. However, posting to the FSA website or the bid system constitutes proper notice of addenda. The bidder shall be required to acknowledge receipt of the Formal Addendum by signing in the space provided. Failure to acknowledge Addendum shall deem the bid non -responsive; provided, however, that pursuant to section 2.26, the FSA may waive this requirement in its best interest. The F SA will not be responsible for any explanation or interpretation made verbally or in writing except those made through the posting of a Formal Addendum. The bid submission constitutes acknowledgment of addenda to the specifications. Bids that fail to acco unt for the specification addenda shall be determined to be nonresponsive; however, that pursuant to section 2.26, the FSA may waive this requirement in its best interest. After the start of the contract term, FSA will notify all vendors of any addenda and will require acknowledgement of the new terms and conditions. If the vendor does not agree to the new terms and conditions, the vendor’s award can be removed or replaced by another vendor or qualified responsive bidder. 1.25 SIGNED BID CONSIDERED AN OFFER The signed Bid shall be considered an offer on the part of the bidder, which offer shall be deemed accepted upon approval by the FSA and in case of default on the part of successful bidder, after such acceptance, the FSA may procure the items or services from other sources. The bid submission must be signed by an authorized representative. An electronic signature may be used and shall have the same force and effect as a written signature. 1.26 ASSIGNMENT OF CONTRACT No right or interest in this Contract may be assigned, transferred, conveyed, sublet or otherwise disposed of, without prior written consent of the FSA. If the original vendor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor-in-interest must perform all obligations under this Contract. FSA reserves the right to reject the acquiring entity as vendor. A change of name agreement will not change the contractual obligations of the vendor. 1.27 TERMINATION OF PRODUCT LINE If a vendor terminates a product line (manufacturer or brand), the vendor is required to notify the FSA within 10 business days of the decision not to retain the product line. In the event a manufacturer reassigns the product line to an alternate vendor, the manufacturer and the vendor are required to immediately notify the FSA in writing of the change within 10 business days 31 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 13 confirming the reassignment. If the vendor is not already an approved FSA vendor, the vendor is required to apply to the FSA to become an approved vendor prior to conducting any qualified sales. The vendor and the manufacturer are required to honor the contract pricing and all of the applicable terms and conditions throughout the remaining term of the contract. 1.28 METHOD OF AWARD The award is made to responsive and responsible bidders. FSA uses its discretion in determining if bids meet the requirements of this solicitation. The FSA reserves the right to make multiple awards within a specification, if deemed in the best interest of the FSA and the purchasers. Awards will be posted on the FSA website according to the date posted in the bid calendar. 1.29 DEMONSTRATION OF COMPETENCY Bidders must be able to demonstrate a good record of performance for a reasonable period of time, and have sufficient financial support, equipment and organization to ensure they can satisfactorily execute the services if awarded a contract under the terms and conditions herein stated. The terms "equipment” and “organization" as used herein shall be construed to mean a fully equipped and well established company in line with the best business practices in the industry and as determined by the FSA. The FSA may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder, including past performance with the FSA in making the award. The FSA may require Bidders to show proof that they have been designated as authorized representatives of a manufacturer or supplier which is the actual source of supply. In these instances, the FSA may also require information from the source of supply regarding the quality, packaging and characteristics of the products. Any conflicts between this material information provided by the source of supply and the information contained in the bid submission may render the bid nonresponsive. Pre-award inspection of the Bidder's facility may be made prior to the award of contract. Bids will only be considered from firms which are regularly engaged in the business of providing the goods or services as described in this Bid. Information submitted in the bid may not be plagiarized and, except in the ca se of materials quoted from this solicitation or developed by the manufacturer, must be the original work of the individual or company that submits the bid for evaluation. 1.30 VENDOR ABILITY TO PERFORM During the contract period, FSA may review the vendor’s record of performance to ensure that the vendor is providing sufficient financial support, equipment and organization. 32 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 14 If the FSA determines that the vendor no longer possesses the financial support, equipment and organization in order to comply with this section, FSA has the authority to immediately terminate the contract awarded. By responding to this procurement the vendor warrants that, to the best of his or her knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the vendor’s ability to satisfy the obligations of the Contract. The vendor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statues, or on any similar list maintained by any other state or the federal government. The vendor shall immediately notify the FSA and purchaser in writing if its ability to perform is compromised in any manner during the term of the contract. 1.31 FINANCIAL RESPONSIBILITY Bidder affirms by the signature on the contract signature page that the bidder: • Has fully read and understands the scope, nature, and quality of work to be performed or the services to be rendered under this bid, and has the adequate facilities and personnel to fulfill such requirements; • Accepts the financial responsibility associated with this bid, and declares that he or she has the access to capital (in the form of liquidity or credit lines) in order to meet the financial demands of such award; and • Has assessed the financial responsibility required to serve the contract as bid, including such details as the obligations to perform all specifications bid, zones bid, and quantities that could be ordered, as well as timing of payment from purchasers, which can be 45 days from receipt of invoice. 1.32 QUALITY AND SAFETY All materials used for the manufacture or construction of any supplies, materials or equipment covered by this bid shall be new. The items bid must be new, the latest model, of the best quality, and highest grade workmanship that meet or exceed federal safety standards. Products requiring certification should require certification of options in cases where non-certified options could result in the decertification of the original product or warranty. In all cases where options are not certified, the Vendor must disclose to the end user that the non -certified options are not required to be certified. All options must meet or exceed federal safety standards. 1.33 NONCONFORMANCE Items may be tested for compliance with specifications. Items delivered that do not conform to specifications may be rejected and returned at the vendor's expense. Items not meeting the specifications and items not delivered within a reasonable period of time after expected delivery date may be purchased outside of the FSA contract. Any violation of these stipulations may also result in: 33 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 15 • Vendor's name being removed from the awarded vendor list. • FSA and purchasers being advised not to do business with vendor. 1.34 GRATUITIES Proposers shall not offer any gratuities, favors, or anything of monetary value to any official, employee, or agent of the FSA, for the purpose of influencing consideration of this bid. 1.35 TIE BIDS FSA has the right to award multiple bidders the primary or alternate award in the event of a tie. In the event the FSA desires to break tie bids, and both businesses have qualifying drug-free work programs, the award will be made using the following criteria: • Bidder Within the State of Florida • Vendors performance record with purchasers • Coin Toss 1.36 RIGHT TO AUDIT Vendor shall establish and maintain a reasonable accounting system that enables FSA to readily identify Vendor’s sales. FSA and its authorized representatives shall have the right to audit and to make copies of all related records pertaining to this contract, including all government sales and eligible users information whether kept by or under the control of the vendor, including, but not limited to those kept by its employees, agents, assigns, successors, sub-vendors, or third party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to: • Accounting records, including paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; • Subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); • Original estimates or work sheets; • Contract amendments and change order files; • Insurance documents; or • Memoranda or correspondence. Vendor shall maintain such records during the term of this Contract and for a period of three (3) years after the completion of this Contract. At the vendor’s expense and upon written notice from FSA, the vendor shall provide such records for inspection and audit by FSA or its authorized representatives. Such records shall be made available to FSA during normal business hours within three business days of receipt of the written notice. FSA may select the vendor’s place of business or offsite location for the audit. The FSA may also request the vendor provide requested records via e-mail. 34 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 16 Vendor shall ensure FSA has these rights with Vendor’s employees, agents, assigns, successors, and third party supplier and the obligations of these rights shall be explicitly included in any sub contracts or agreements formed between the Vendor and any Sub-Vendors to the extent that those subcontracts or agreements relate to fulfillment of the Vendor’s obligations to FSA. Professional fees, personnel costs and travel costs incurred by FSA under its authority to audit and not addressed elsewhere will be the responsibility of the FSA. However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the vendor to FSA or a customer in excess of three percent (3%) of the total contract billings, the vendor shall reimburse FSA for the total costs of the audit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non‐ performance, FSA may recoup all the costs of the audit work from the vendor. Any adjustments or payments that must be made as a result of any such audit or inspection of the vendor’s invoices or records shall be made within a reasonable amount of time (not to exceed 60 days) from presentation of FSA’s findings to Vendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results. 1.37 LIABILITY, INSURANCE, LICENSES AND PERMITS Where vendors are required to enter or go onto FSA or purchaser property to deliver materials or perform work or services as a result of a bid award, the vendor will assume the full duty, obligation and expense of obtaining all necessary licenses, permits and insurance and assure all wor k complies with all applicable county and municipal code requirements. The vendor shall be liable for any damages or loss to the FSA or purchaser occasioned by negligence of the vendor or any person the vendor has designated in the completion of the contract as a result of the bid. 1.38 BID BONDS, PERFORMANCE BONDS, CERTIFICATES OF INSURANCE Bid Bonds, when required, shall be submitted with the bid in the amount specified in Bidder Instructions. After acceptance of bid, the FSA will notify the successful bidder to submit the applicable certificates of insurance in the amounts specified in the Bidder Instructions and/or Insurance Checklist. Purchaser may request a performance bond from a vendor. Performance Bonds are recommended with pre-payment and will be at the expense of the requesting agency. Purchasers should determine the best practice in comparing performance bond expense against any prior discounts that may be available. 1.39 ELIMINATION FROM CONSIDERATION This Invitation to Bid shall not be awarded to any person or bidder who has outstanding debts to the FSA, whether in relation to current or previous bid awards or for other business purposes. 1.40 COLLUSION Collusion is a non-competitive secret or sometimes illegal agreement between rival bidders that attempts to disrupt the contract process equilibrium. Collusion involves people or companies that would typically compete, but are conspiring or working together in which the outcome results in an unfair bid advantage. 35 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 17 The parties may collectively choose to agree to increase or decrease its product base price in one or more zones to maximize awards thus denying the public a fair price. Examples of Bid Collusion: • Cover bidding: a competitor agrees to submit a non-competitive bid that is too high to be accepted or contains terms that are unacceptable to the buyer. • Bid suppression or withdrawal: a competitor agrees not to bid or to withdraw a bid from consideration. • Market sharing: a competitor agrees to submit bids only in certain geographic areas or only to certain public organizations. • Bid rotation: competitors agree to take turns at winning business while monitoring their market shares to ensure they all have a predetermined market share. Bidders or vendors who have been found to have engaged in collusion will be considered nonresponsive, and will be suspended or barred from bid participation. Any contract award resulting from collusive bidding may be terminated for default. Further, any collusion that is detected by the FSA may be reported to relevant law enforcement and/or prosecutorial agencies. Bidders may submit multiple bids without conflict of collusion if the bid submitted is not from the same manufacturer and product line. Dealers which share the same ownership may submit multiple bids without conflict of collusion if the bidders are not in the same region featuring the same manufacturer and product line. 1.41 DEFAULT Failure or refusal of a bidder to execute a contract upon award or withdrawal of a bid before such award is made, may result in forfeiture of any bid surety required that is equal to damages incurred by the FSA there from, or where surety is not required, failure to execute a contract as described above may be grounds for removing the bidder from the awarded vendor’s list. In case of default on the part of awarded bidder, the FSA may take necessary steps to otherwise procure the products sought, including but not limited to procuring the products or services from the next highest ranked bidder or from other sources. A defaulting bidder may be held liable for costs incurred by the FSA in procuring replacement products. 1.42 PROTESTS AND ARBITRATION Options are for informational purposes only and will not serve as a basis for protest. Any person who is adversely affected by the decision or intended decision to award shall file a “Notice of Protest” in writing to the FSA within three (3) business days after the posting of the Intent to Award and shall file a formal written protest within five (5) business days after filing the Notice of Protest. Failure to file both a notice of protest and a formal written protest within the above referenced timelines shall constitute a waiver of proceedings. 36 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 18 The burden is on the party protesting the award of the bid to establish grounds for invalidating the award(s). The formal written protest must state with particularity the facts and law upon which the protest is based. Failure to do so will result in a denial of protest. Formal written protest which states with particularity the facts and law upon which the protest is based will be reviewed by FSA legal counsel for legal soundness and validity, and corrective action will be taken as needed contingent upon the validity of such claims. However, any additional time required and cost incurred by the FSA to substantiate a protesting party’s claim(s) beyond the normal scope of its legal review due to the vague or inconclusive nature of the protesting party’s filing will be reimbursable to the FSA and deducted from the protesting party’s bond or security which must accompany their filing. Any bidder who files an action protesting a decision or intended decision pertaining to this contract shall post a bond, cashier’s check or money order payable to the Florida Sheriffs Association in the amount equal to ten percent of the product line being protested. The bond, cashier’s check or money order must be filed at the time of filing the formal written protest or within the five (5) business day period allowed for filing the formal written protest. FSA will provide the amount required within two (2) business days of the notice of protest received. This bond or security will be conditioned upon the payment of all cost s which may be adjudged against the protesting party in a court of law and/or to reimburse the FSA for additional legal expenses incurred and required to substantiate the protesting party’s claim(s). Failure to post the bond or security requirement within the time allowed for filing will result in a denial of protest. The filing of the protest shall not stay the implementation of the bid award by the Florida Sheriffs Association. Should the unsuccessful bidder(s) decide to appeal the decision of the FSA, they shall file a notice to FSA within three (3) business days of the FSA bid protest decision regarding their intent to request arbitration. A demand for arbitration with the American Arbitration Association’s (AAA) commercial panel under its rules and regulations must be made within ten (10) business days of the FSA bid protest decision. Any person who files for an arbitration with the AAA shall post with the Florida Sheriffs Association at the time of filing the formal written arbitration request, a bond, cashier’s check or money order paya ble to the Florida Sheriffs Association in the amount equal to ten percent of the product line being protested. This amount will be the same amount as the FSA provided at the time of filing the initial protest. Failure to provide written notice to FSA, file a demand for arbitration with the AAA, or failure to post the required bond and security requirement within the specified timelines shall constitute a waiver of arbitration proceedings. By responding to this procurement the bidder expressly agrees to th e use of mandatory binding arbitration to resolve any appeals of the decision of the FSA, and any claims arising from or in any way relating to the procurement process, and expressly waives any and all rights that it may otherwise have to pursue such claims in any other forum, judicial or otherwise. If the party filing for arbitration does not prevail, it shall pay all costs, legal expenses and attorney fees of the prevailing party incurred in connection with the arbitration. However, if the filing party prevails, the parties shall share equally the fees and expenses of the arbitration and AAA and each shall bear the cost of their own attorney fees. The filing for arbitration shall not stay the implementation of the bid award by the Florida Sheriffs Association. 1.43 NONPERFORMANCE By virtue of the bid submission, bidder acknowledges its obligation to sell vehicles and equipment in all zones for which it is awarded. Failure of the bidder to comply with these requirements may result in the imposition of liquidated damages of up to $1,000 per vehicle/equipment, which amount the vendor agrees is reasonable, or probation, suspension, termination or a combination thereof from current and future bids at the FSA’s discretion. 37 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 19 The vendor shall at all times during the contract term remain responsive and responsible. In determining vendor’s responsibility, the FSA shall consider all information or evidence that demonstrates the vendor’s ability or willingness to fully satisfy the requirements of the solicitation and the contract. Vendors that are not in compliance with any of the provisions of this contract can be assessed liquidated damages, suspended or terminated from the contract. The FSA at it’s sole discretion may remove a noncompliant vendor from future competitive bid solicitations; or take other actions including suspension from the contract until compliance issues are resolved, limit current or future vendor participation by specifications or zones, or other actions as determined by FSA at it’s sole discretion. At FSA’s discretion, vendors may be required to develop corrective action plans to address contract compliance. Failure to abide by corrective action plans will result termination from the existing contract and future competitive bid solicitations at the discretion of the FSA. In situations where there is evidence that the vendor has engaged in egregious breaches of the contract with respect to either the FSA and/or the purchaser, the contract can be terminated and the vendor will be removed from future solicitations for a period of up to three (3) years, or a permanent ban from the bid process at the sole discretion of FSA. Specific conditions for termination include, but are not limited to; failure to perform, refusal to a ccept orders during the contract period while manufacturer orders are still being accepted for current model year or the new year if the vehicle is price protected by the factory, charging amounts exceeding MSRP on factory or vendor installed items and packages, requiring the purchase of additional options over and above the base vehicle as a condition of acceptance of order, providing aftermarket options where factory options are available without the consent of the purchaser, any misrepresentation of optional equipment or service as being factory that fails to meet the definition as described in this document, and any other practice deemed to be inconsistent with the intent of the contract. Any vendor presented with a valid purchase order is required by this contract to accept such purchase order and deliver the product. Orders must be fulfilled if the vehicle or equipment is a base model or whether it includes options. The vendor must deliver this product if they were awarded the contract – regardless of profit or loss. Failure to deliver the vehicles or equipment may result in the purchaser seeking damages for the difference of cost to issue the exact same order with another vendor plus any legal fees and damages that may be incurred in the process to facilitate a completed order. Additionally, FSA may seek damages for nonpayment of administrative fees, to which FSA is entitled, according to Section 3.28 and any attorney’s fees incurred in the recovery of these damages. All terms and conditions are applicable throughout the term of the contract and not any given Year, Make or Model. 1.44 SEVERABILITY In the event any provision of this contract is held to be unenforceable for any reason, the u nenforceability thereof shall not affect the remainder of the contract which shall remain in full force and effect and enforceable in accordance with its terms. 38 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 20 1.45 TERMINATION FOR CAUSE If through any cause within the reasonable control of the vendor, it shall fail to fulfill in a timely manner, or otherwise violate any of the terms of this contract, the FSA shall have the right to terminate the services remaining to be performed. Written notice of the deficiencies shall be given to the vendor and unless the deficiencies are corrected within 10 business days, the Contract may be terminated for cause immediately . The right to exercise the option to terminate for cause shall be in the sole discretion of the FSA, and the failure to exercise such right shall not be deemed to constitute a waiver of this right. In that event, the FSA shall compensate the successful bidder in accordance with the contract for all services performed by the bidder prior to termination, net of any costs incurred by the FSA as a consequence of the default. Notwithstanding the above, the vendor shall not be relieved of liability to the FSA for damages sustained by the FSA by virtue of any breach of the contract by the vendor, and the FSA may reasonably withhold payments to the vendor for the purposes of off set until such time as the exact amount of damages due the FSA from the vendor is determined. 1.46 TERMINATION WITHOUT CAUSE The FSA can terminate the contract in whole or part without cause by giving written notice to the vendor of such termination, which shall become effective 30 days following receipt by vendor of such notice. In that event, all finished or unfinished documents an d other materials shall be properly delivered to the FSA. The vendor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the contract, if any. The vendor shall not be entitled to recover any lost profits that the vendor expected to earn on the balanced of the Contract or cancellation charges. Any payments to the vendor shall be only to the total extent of the FSA liability for goods or services delivered prior to the date of notice to terminate the contract. 1.47 CONTRACT ADVERTISMENT AND USE OF FSA LOGO The CPP logo is an official logo of the Florida Sheriffs Association designed to promote the program. The logo may be used by vendors in accordance with this policy. Use of the logo is limited to the original version received from the FSA. Modifications are not permitted. Methods of use include, but are not limited to: • Electronic mediums such as websites, digital marketing campaigns, social media and e-mail; or • Print media such as forms, marketing campaigns, business cards, posters, banners, brochures, flyers and postcards. Vendors may request the logo by contacting cpp@flsheriffs.org, and should include a brief description of the how the vendor intends to use the logo. The official FSA sheriff's star and wreath logo may not be used without prior written permission. 39 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 21 2.0 BIDDER INSTRUCTIONS 2.01 BIDDER QUALIFICATIONS In order for bids to be considered, bidders who are not currently parties to the existing contract, or who have previously had their participation limited by the FSA, must provide the following material at the time the mandatory qualifying documents are due. FSA reserves the right to accept this information up and until the final award. The purpose of requesting this information is to demonstrate that they are qualified to satisfactorily perform as an awarded vendor. The bidder shall provide information as on the Bidder Qualifications Form: • Bidder company name and parent company, if applicable • Complete business address • State of incorporation • Length of time in business • Names and contact information for key personnel • Dun & Bradstreet number: By providing this number, the bidder agrees and authorizes FSA to obtain their financial information/reports from these entities • Identify a minimum of three contracts of similar size and scope • Identify a minimum of three references for vehicle or equipment sales to government agencies • Any contracts the bidder has been disqualified from, terminated from or found in default on, to include the reason for disqualification, termination or default 2.02 LICENSING/FACILITIES Bidders are required to possess a Florida Motor Vehicle Dealer’s License in order to bid on any motor vehicle. Bidders must maintain a repair/warranty facility within the State of Florida to provide sales and service for the vehicles and equipment bid. If a bidder does not maintain a facility to perform warranty work or repair service within the state of Florida, the bidder must provide a detailed plan at the time of bid submission as to how the bidder would service Florida purchasers if awarded the contract. This Service Standard Plan must include: • Whether the warranty service provider is approved by the manufacturer; • Estimated quantities sold per item bid; • If the company plans to contract out for service a copy of the service agreement; and • Zone specific service plans to include: o Response time to initial call from purchaser, o Number of personnel available to service the contract, o Qualifications of personnel providing warranty work, and o Any additional information that would detail how warranty service would be provided. The sufficiency of Service Standard Plan will be evaluated by the FSA during the bid evaluation. The FSA reserves the right to periodically request additional or updated information from a bidder regarding the repair/warranty facility during the solicitation and the term of the contract, if awarded. The FSA may also exercise discretion in examining such facility as deemed necessary. 40 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 22 2.03 INSURANCE AND INDEMNIFICATION Vendor shall be fully liable for the actions of its agents, employees, partners, or third party suppliers and shall fully indemnify, defend, and hold harmless the Florida Sheriffs Association, the participating agencies, and their officers, agents, and employees from suits, actions, damages, and costs of every name and description, including legal counsels’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by bidder, its agents, employees, partners, or third party suppliers; provided, however, that the bidder shall not indemnify for that portion of any loss or damages resulting directly from the negligent acts or omissions of the Florida Sheriffs Association and participating agencies or proximately caused by intentional wrongful acts or omissions of the Florida Sheriffs Association and participating agencies. Vendor’s obligations under the above paragraph with respect to legal action are contingent upon the Florida Sheriffs Association and/or participating agencies giving the bidder (1) written notice of any action or threatened action, and (2) the opportunity to take over and settle or defend any such action at bidder’s sole expense. Vendor shall not be liable for any cost, expense or compromise incurred by the Florida Sheriffs Association, or participating agencies, in any legal action without bidder’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The vendor shall be responsible for the work and every part thereof, and for all materials, tools, appliances and property of every description, used in connection with this particular project. The vendor shall specifically and distinctly assume, and does so assume, all risks of damage o r injury to property or persons used or employed on or in connection with the work and of all damage or injury to any person or property wherever located, resulting from any action or operation under the contract or in connection with the work. It is understood and agreed that at all times the vendor is acting as an independent contractor. The vendor at all times during the full duration of work under this contract, including extra work in connection with this project shall meet the requirements of this section. The vendor shall maintain automobile liability insurance including property damage covering all owned, non-owned or hired automobiles and equipment used in connection with the work. The vendor shall maintain comprehensive general liability insurance and general aggregate insurance in the amount and coverage levels specified on the Insurance Checklist. The vendor shall maintain insurance to cover garage operations in the amount specified on the Insurance Checklist. No change or cancellation in insurance shall be made without 30 days written notice to the FSA. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and these companies must have a rating of at least B+: VI or better per Best's Key Rating Guide, latest edition. Copies of original signed Certificates of Insurance, evidencing such coverages and endorsements as required herein shall be filed within five days after public bid opening. The certificate must state Bid Number and Title. Vendor may not begin performance under the contract until such Certificates have been approved by the FSA. 41 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 23 Upon expiration of the required insurance, the vendor must submit updated certificates of insurance for as long a period as any work is still in progress. It is understood and agreed that all policies of insurance provided by the vendor are primary coverage to any insurance or self-insurance the FSA possesses that may apply to a loss resulting from the work performed in this contract. All policies issued to cover the insurance requirements herein shall provide full coverage from the first dollar of exposure. No deductibles will be allowed in any policies issued on this contract unless specific safeguards have been established to assure an adequate fund for payment of deductibles by the insured and approved by the FSA. The liability insurance coverage shall extend to and include the following contractual indemnity and hold harmless agreement: The vendor hereby agrees to indemnify and hold harmless the FSA, a 501(c)3, its officers, agents, and employees from all claims for bodily injuries to the public and for all damages to the property per the insurance requirement under the specifications including costs of investigation, all expenses of litigation, including reasonable legal counsel fees and the cost of appeals arising out of any such claims or suits because of any and all acts of omission or commission of any by the vendor, his agents, servants, or employees, or through the mere existenc e of the project under contract. The foregoing indemnity agreement shall apply to any and all claims and suits other than claims and suits arising out of the sole and exclusive negligence of the FSA, its officers, agents, and employees, as determined by a court of competent jurisdiction. The vendor will notify the insurance agent without delay of the existence of the Hold Harmless Agreement contained within this contract, and furnish a copy of the Hold Harmless Agreement to the insurance agent and carrier. The vendor will obtain and maintain contractual liability insurance in adequate limits for the sole purpose of protecting the FSA under the Hold Harmless Agreement from any and all claims arising out of this contractual operation. The vendor will secure and maintain policies of third party suppliers. All policies shall be made available to the FSA upon demand. Compliance by the vendor and all third party suppliers with the foregoing requirements as to carrying insurance and furnishing copies of the insurance policies shall not relieve the vendor and all third party suppliers of their liabilities and obligations under any section or provisions of this contract. Vendor shall be as fully responsible to the FSA for the acts and omissions of the third party suppliers and of persons employed by them as he is for acts and omissions of persons directly employed by the vendor. Insurance coverage required in this contract shall be in force throughout the contract term. The required Insurance Checklist summarizes the bidder’s insurance obligations, if awarded. The FSA can request and the vendor shall furnish proof of insurance within seven days of receipt of the written request from FSA. Should the vendor fail to provide acceptable evidence of current insurance during the contract term, the FSA shall have the right to consider the contract breached and justifying the termination thereof. 42 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 24 If bidder does not meet the insurance requirements; the FSA may consider alternate insurance coverage. 2.04 SPECIFICATIONS All units covered by this Contract and the specifications shall be the manufacturer’s current basic production model, and shall, as a minimum, be equipped with all standard factory equipment in accordance with the manufacturer’s latest literature unless otherwise noted in the bid document. If awarded, bidders must supply a unit that either meets or exceeds all the requirements included in the applicable detailed specifications. The bid specifications are contained on the VendorLink bid system. The FSA base specifications are incorporated in this document by reference. All bidders will be required to provide information requested on the price sheets or may have their bid rejected. All vehicles, equipment, and options provided must be designed, constructed, and installed to be fully suitable for their intended use and service. 2.05 FIXED PRICES If the bidder is awarded a contract under this Invitation to Bid, the prices quoted by the bidder at the time of bid submission shall remain fixed and firm during the term of this contract, unless otherwise addressed in a contract extension or price adjustment as provided in this Contract. 2.06 SEALED BIDS For purposes of this solicitation, a sealed bid is considered a bid submitted using VendorLink . 2.07 EXCEPTIONS, OMISSION AND ERRORS Any exceptions, deviations, or contingencies a bidder may have to specifications or Contract Conditions, Section 3.0 of this document, must be documented in bidder’s submission. Exceptions to the specifications at the time of the bid submission shall reference the specification or item number and a written explanation for the request for exception. At FSA’s discretion, exceptions, deviations, or contingencies to the specifications or Contract Conditions stipulated by the bidder may result in disqualification of a bidder’s submission. Specifications are based on the most current manufacturer literature available. Bidders should immediately notify the FSA of any inaccuracies in the specifications or required submittal documents. All notifications of inaccuracies must be in writing and timely submitted. Failure of a bidder to comply with these provisions will result in bidders being held responsible for all cost s required to bring the vehicle into compliance with the contract specifications. 43 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 25 Exceptions, deviations or contingencies to the General Conditions or Bidder Instructions, other than those determined to constitute minor irregularities and waived by the FSA pursuant to Section 2.26, may be cause for the rejection of a bidder’s submission. 2.08 MISTAKES Bidders are expected to examine the specifications, delivery schedules, bid prices and all information pertaining to servicing this contract before submitting a bid. Failure to do so will be at the bidder's risk. 2.09 EQUIVALENTS Bidders must first request approval from the FSA before submitting a bid that includes an equivalent that will supplement an item on the base specification. The FSA will determine whether the proposed equivalent is equal to or exceeds the quality, design and construction than the intended replacement item in the base specification. Bidders must provide the manufacturer name and model number (or product identifier) of each equivalent when seeking approval. Complete, descriptive, technical literature should demonstrate that the equivalent conforms with specific replacement item. If the equivalent is approved, the bidder must include the supporting material in the bid submission. Bids will not be considered without this information. If a bid uses equiva lents without prior approval, the bid will be deemed nonresponsive. Vendors offering alternate makes and manufacturers of vehicles or equipment that are not specifically identified in the bid, cannot publish or offer the unapproved equivalents. Offerings of this nature will cause the bid to be rejected. If such offerings are identified after the award has been granted, the offerings, specification or entire award can be removed by the FSA. When selling equivalents, vendors must disclose to the purchaser that an approved equivalent is being offered. 2.10 MANDATORY PRE-BID MEETING Prospective bidders are required to attend the mandatory Pre-Bid Meeting. The Pre-Bid Meeting is designed for vendors, the Fleet Advisory Committee and the FSA to meet in person to clarify questions on the terms and conditions and to confirm all base specifications are correct. Bidders have the opportunity to suggest technical modifications or corrections before the specifications are finalized. Questions relating to the specifications, the bid process, or award can be asked at the Pre-Bid Meeting. FSA reserves the right to grant attendance exceptions to the mandatory meeting if the bidder has requested prior authorization, signs a memo of understanding to agree to meet all the terms and conditions without exception and further waives their right to protest the bid process in its entirety or any portion thereof. 44 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 26 2.11 QUALIFICATION Prospective bidders are required to complete the qualification forms by the date listed on the Bid Calendar. A bidder becomes a qualified bidder if they comply with this section and Section 2.10, Mandatory Pre-Bid Meeting. Qualification forms include: • Drug-Free Workplace Form, • Insurance Checklist, • Manufacturer Authorization Form for each manufacturer bid for Contract FSA19-VEH 17.0 only, o Manufacturer Authorization Forms are not required for Contract FSA19-VEL27.0. • Emergency Vehicle Technician (EVT) Certification, if bidder is offering emergency lighting and sirens, and • Qualified Bidder documentation as required in Section 2.01 The qualification forms are located on the bid system. 2.12 PRICES QUOTED Prices submitted as indicated in the sealed bid are final. Bidders acknowledge that prices quoted will be valid for a period of sixty (60) calendar days from the date of bid opening. Each specification, make, and model must be priced and bid separately. Prices quoted in the bid submission should reflect the final amount the bidder can expect to receive for payment for the specifications bid for the duration of the contract award, unless otherwise addressed by a contract extension or price adjustment as provided in the contract. These prices must be inclusive of all of the components included in the base specification. Prices bid, including options, must include the administrative fee FSA charges to administer the contract, as outlined in Section 3.28. Prices must be Free On Board (FOB) destination. Once awarded, the vendor has the authority to offer discounts for prompt payment. Cash or quantity discounts offered will not be a consideration in determination of award of the bid. 2.13 OPTION PRICING The bidder shall offer discount below Manufacturer’s Standard Retail Pricing (MSRP) or manufacturers published list price for any factory options included in the bid submission and quotes to purchasers, if awarded. Options are intended to add or delete equipment or features from the base specification . Options can provide an upgrade or downgrade to a manufacturer’s model, such as a slightly different engine size or horsepower, and should not be made available for purchase separate from the base vehicle or equipment. Bidders shall NOT use options to create a vehicle or equipment that is entirely different than the FSA base specification or are available as another specification bid on this ITB. 45 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 27 Bidder must use proper factory codes for all factory options. Options available through the factory must be bid and supplied to purchaser as “factory” options, unless otherwise requested in writing by the purchaser. The FSA has the discretion to disqualify bidders if the option pricing is excessive. Option pricing will include all costs of labor associated with the option and cost of labor should not be listed separately within the bid. If a bidder will offer registration and title services as a fee for service, the bidder must include the administrative fee as a separate option (i.e. line item) for each item bid, see Section 3.23 for additional details. Government imposed fees should not be included in this option pricing. No other additional charges or fees are admissible. For purposes of this bid, Emergency Lights and Sirens will require a separate pricing sheet upload in the bid system. See Section 2.14 for details on emergency lights and sirens. If options are not available as a stand alone option, the bidder must indicate in their bid submission any option requiring the purchase of other options, and also indicate options that are a part or dependent of another option. Factory package options are allowable under this contract. Factory package options must be included in the options within the bid document and detailed specifically as to what components the package includes. When calculating the price for a manufacturer’s option requested in this bid that is not listed a s an option in the manufacturer’s order guide (i.e. model or engine upgrade), the bidder must calculate the option price as the net difference between vendor cost on the representative base vehicle and the total MSRP of the requested option modifying the vehicle. A bidder may bid less than this price, but at no time charge more than the calculation provided here. The use of options to facilitate the sale of an alternate manufacturer’s product which is outside the scope of the written base specification will be determined nonresponsive and the bid will be rejected in whole or part by the FSA. Example: Bidder CANNOT include option upgrades that result in the selling of a ve hicle or truck on one specification that is offered as a separate specification in the bid solicitation. For example, a Vendor who is awarded the bid for 25,500 lb. GVWR Cab & Chassis cannot upgrade this item through an add option to a 30,000 lb. GVWR Cab & Chassis in order to circumvent the bid award winner for the 30,000 lb. GVWR Cab & Chassis. Purchasers are encouraged to negotiate option pricing with vendors. Discounts can be provided beyond option prices listed in the contract. The additional discounts for each add option shall be decided by the vendor. 46 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 28 Option Upload The bid system will receive option information from bidders through a predefined Excel file upload. The information required for the bid submission of the options include: • Item number (FSA specification number) • Order code (Manufacturer order code) • Description • Price The options will correspond to the specification or item number. Multiple options may be listed for specification or item number bid. Therefore, any bidders that do not indicate the correct item number that corresponds to the correct option code, price and description will not have options displayed for the item bid. If option pricing is not uploaded correctly, FSA may require bidders to correct the formatting of the options, but pricing may not be modified. Failure of the bidder to make corrections may cause the bid to be rejected. If the bidder wishes to offer credit to the purchaser for an option that is standard on the FSA base specification, the bidder should include the word “Credit” at the beginning of the Description field, and continue to describe the option being credited. For example, “Credit: one key fob” and enter the price the bidder will credit the purchaser. The bid system will not allow for negative numbers, and any option upload with negative numbers will not be accepted. 2.14 EMERGENCY LIGHTS AND SIRENS Under Florida Statute 316.003(1), authorized emergency vehicles are defined as: Vehicles of the fire department (fire patrol), police vehicles, and such ambulances and emergency vehicles of municipal departments, public service corporations operated by private corporations, the Fish and Wildlife Conservation Commission, the Department of Environmental Protection, the Department of Health, the Department of Transportation, and the Department of Corrections as are designated or authorized by their respective department or the chief of polic e of an incorporated city or any sheriff of any of the various counties. Bidders that will provide or contract to provide emergency light and siren installation must also submit Emergency Vehicle Technician Certifications for the individuals working for the bidder or the designated third-party supplier who will perform the installation. FSA reserves the right to accept certifications up and until final award. Vendors that will install emergency lights and sirens are required to provide and install products that are Society of Automotive Engineers (SAE) certified. SAE Certifications must include Class 1, Class 2 and Class 3 in order to be eligible for participation in the Contract. If a lighting or siren product installed on an emergency vehicle is not SAE Certified, the vendor can be found in default of the Contract. Prices submitted for emergency lights and sirens shall include all applicable government imposed fees. Labor may be charged for the installation of emergency lights and sirens. Labor rates must be disclosed as part of the bid submission. 47 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 29 For vehicles that are manufacturered with emergency lights and sirens, including motorcycles, bidders may not charge for labor, emergency lights or sirens that come from the factory equipped with these features as standard equipment. Bid Submission of Emergency Lights and Sirens Bidders will be asked to provide pricing for emergency lights and sirens by submitting a pricing sheet. The bid system will receive pricing through a standardized Excel file. The pricing sheet will include: • Group • Order code • Description • Price (part only) • Labor hours • Labor cost per hour 2.15 SUBMITTAL OF BID Bidders are required to submit a bid using the FSA bid system, VendorLink. Bid submissions include pricing for the base specification, option descriptions and pricing, and any applicable lighting/siren pricing, as well as all other required documentation. The bid must be received by the date and time specified on the Bid Calendar. Failure to meet all submission requirements by the date indicated on the Bid Calendar will result in rejection of the bid. Bid System: VendorLink Bidders must submit their bid electronically using the on VendorLink bid system, which is located at https://www.myvendorlink.com. Bids not submitted within VendorLink will be rejected. Bidders are encouraged to participate in training provided for Vendorlink. User names and passwords will be issued to qualified after registering in Vendorlink, qualified bidders will be invited to bid. Prices are to be rounded to the nearest whole dollar (i.e. $10, not $10.05). The bid system allows for cents, however the bid evaluation is based on the whole dollar. If a bidder submits bid pricing using cents, the following formula will be applied: • $.01-.49 will be rounded down to the prior dollar bid (e.g. $50.49 = $50) • $.50-.99 will be rounded to the next dollar (e.g. $50.50 =$51) Bid Submission To ensure correct bid submittal and formatting, Bidders shall: 1. Submit bid electronically through VendorLink for the applicable bid. 2. Upload files only in MS Word (.doc or .docx), Excel (.xls or .xlsx), and PowerPoint (.ppt or .pptx); Adobe Portable Document Format (.pdf); or Compressed File (ZIP) formats. 3. Enable printing on files submitted. 4. Separate and identify each part of the submission (i.e. document type, form type, content type) with a divider/separation page.) 5. Bids must be input into the standardized format in VendorLink. 6. Contact VendorLink technical support at support@evendorlink.com, if technical difficulties arise during bid submission. 48 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 30 7. Follow all instructions outlined in this Invitation to Bid and provide all requested information. The bid submitted in VendorLink shall include the following documents: • Executed Contract Signature Page • Completed pricing sheet o Pricing sheet must be downloaded from VendorLink, completed, and uploaded back into VendorLink. Modifications to the format of the predefined Excel spreadsheet are prohibited, and will cause the bid to be rejected. • Build sheet for each item bid o A build sheet is a document from the bidder or manufacturer that confirms that the vehicle or equipment bid matches the FSA base specification. If using the manufacturer’s print-out, the document shall indicate the manufacturer’s base model code and display the standard equipment required to provide the base vehicle or equipment as outlined in the FSA base specification. For example, manufacturer print-outs can include Ford – Dora, General Motors – GM Autobook. Carbook Pro build sheets are acceptable. If vendor - installed aftermarket components are used to meet the base specification and these components must be identified on the build sheet. Build sheets for each item bid must be complied into a single .pdf document. Build sheets should be in numerical order by specification, clearly identifiable by specification or item number, and include model name and number. If FSA cannot determine which specification the build sheet is for, the item bid can be rejected as nonresponsive. • Option pricing, See Section 2.13 • Pricing Sheet for Emergency Vehicle Light s and Sirens, if applicable • Emergency Vehicle Technician Certifications, if applicable • Service Standard Plan, Section 2.02, if applicable • Any requested equivalents, Section 2.09, or exceptions, Section 2.07 FSA may ask awarded bidders to supply one hard copy set with original, written signatures and original compliance forms, prior to the contract execution. Hard copy bids should not be submitted unless specifically requested by FSA. 2.16 ZONE BIDDING Bidders are allowed to bid in one or more geographic zones. The zone map is included in Appendix B. A space is provided for the bidder to indicate pricing for each zone. The bidder only submits a bid for each zone if pricing is provided for each zone. 2.17 EXECUTION OF BID By submitting a response to this Invitation to Bid, the bidder agrees to the terms and conditions of this contract and to be bound by such terms and conditions if selected for award. The bidder must submit the Contract Signature Page with the signature of an authorized representative no later than the date of the final award. 49 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 31 2.18 MODIFICATION OR WITHDRAWALS OF BIDS A bidder may submit a modified bid to replace all or any portion of a previously submitted bid until the due date and time listed in the Bid Calendar. Modifications received after the bid due date and time will not be considered. Bids can be withdrawn in writing prior to the contract award. If a bidder believes that the bidder must withdraw the bid, the bidder must contact FSA immediately. Bid withdrawals are handled on a case by case basis, and can result in a limitation of participation in future bids. 2.19 LATE BIDS The responsibility for submitting a bid before the stated due date and time on the bid calendar is solely and strictly the responsibility of the bidder. The FSA is not responsible for delays caused by technical problems, any internet outages or delays incurred by electronic delivery, or any other occurrence. Any reference to time will be based on Eastern Time. 2.20 BID OPENING Bids shall be opened on the date and time specified on the Bid Calendar. The bid opening will occur at the Florida Sheriffs Association, 2617 Mahan Drive, Tallahassee, Florida. FSA shall read the bidder name and if they have provided all the required information. 2.21 DETERMINATION OF RESPONSIVENESS Determination of responsiveness will take place at the time of bid opening and evaluation. In order to be deemed a responsive bidder, the bid must conform in all material respects to the requirements stated in the Contract. As set forth in section 2.26, FSA reserves the right to waive or allow a vendor to correct minor irregularities. 2.22 RESPONSIBLE BIDDER CRITERIA Bids will be evaluated to determine if eligibility and contract requirements are met. Responses that do not meet all requirements of this Invitation to Bid or fail to provide all required information, documents or materials may be rejected as nonresponsive. Bidders whose responses, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of the Contract may be rejected as non- responsible. In determining a responsible bidder, the following factors may be considered: • Adequacy of facilities, staffing, and financial resources; • Previous experience with FSA contract or other similar government contracts; • Ability to provide excellent customer service, including previous FSA contracts; 50 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 32 • Any other information relevant to the responsibility of a vendor that FSA is aware of. In addition to the requirements of Section 2.01, FSA reserves the right to request staffing, performance and financial information from any bidder during the evaluation process if FSA determines this information is necessary to award the bid. FSA reserves the right to determine which responses meet the requirements, specifications, terms and conditions of the solicitation, and which bidders are responsive and responsible. FSA further reserves the right to limit participation of bidders who, in FSA’s sole discretion, are determined to present responsibility concerns that call into question the bidder’s ability to perform but that do not rise to the level of requiring rejection of the bidder as nonresponsible. 2.23 BASIS FOR AWARD The FSA shall make awards to the lowest bidder by specification, by manufacturer and by zone to bidders deemed to be responsive and responsible. Awards may also be made to the second lowest bidder by specification, by manufacturer and by zone, if applicable and determined to be in the best interest of the FSA and the purchaser. The Fleet Advisory Committee serves as the initial review for bid submissions. The Fleet Advisory Committee’s review is submitted to the FSA for final evaluation and determination of award. The options in the bid shall be for informational purposes only and will not serve as a basis for bid protest. However, the FSA has the discretion to consider option pricing in making the award if doing so would be in the best interests of the FSA or the purchaser. FSA reserves the right to accept or reject any and all bids, and to waive any minor irregularity, technicality or omission if it determines that doing so will serve the purchaser’s best interest. 2.24 FIRM BID Bidder warrants by virtue of bidding it is submitting a firm bid and the prices quoted in their bid response will be good for an evaluation period of sixty (60) calendar days from the date of bid opening, and if awarded through the duration of the contract unless otherwise addressed by a contract extension or price adjustment as provided in this contract. By virtue of the bid submission, bidder acknowledges its obligation to sell vehicles and equipment in all zones for which it is awarded. Failure of the bidder to comply with these requirements may result in the imposition of liquidated damages of up to $1,000 per vehicle or equipment, which amount the vendor agrees is reasonable, or probation, suspension, termination or a combination thereof from current and future bids at the FSA’s discretion. 2.25 BID TABULATIONS The Bid Tabulation report will be posted on the FSA Cooperative Purchasing Program website after the bid submission closes as indicated in the Bid Calendar. https://www.flsheriffs.org/law-enforcement- programs/cooperative-purchasing-program/dealers-only. 51 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 33 If there is a delay in posting the bid tabulation results, FSA will post a notice of the delay and a revised date for posting of results. 2.26 MINOR IRREGULARITIES/RIGHT TO REJECT The FSA has the right to accept or reject any and all bids, or separate portions thereof, and to waive any minor irregularity, technicality or omission if the FSA determines that doing so will serve its best interest or the best interest of the purchasers. A minor irregularity is a variation from the terms and conditions of this procurement that does not affect the price of the bid or give the bidder a substantial advantage over other bidders and thereby restrict or stifle competition and does not adversely impact the interests of the FSA or the purchasers. At its option, the FSA may allow a bidder to correct minor irregularities but is under no obligation to do so. In doing so, the FSA may request a bidder to provide clarifying information or additional materials to correct the irregularity. However, the FSA will not request and a bidder may not provide the FSA with additional materials that affect the price of the bid, or give the bidder an advantage or benefit not enjoyed by other bidders. The FSA may also reject any bids not submitted in the manner specified in this document. 2.27 CONE OF SILENCE This Invitation to Bid is subject to the Cone of Silence that begins the date the bid submission opens as indicated in the Bid Calendar. During this period all communications regarding this solicitation between FSA and Bidder will cease, except for procedural questions, questions regarding problems incurred in the use of the the bid system, or communications initiated by the FSA. All permitted communications during this period shall be made in writing to the procurement contacts identified in Section 1.01 of this Invitation to Bid. FSA is not responsible for bidder’s improper use of the bid system. Exceptions will be granted to this section should any bid system malfunctions occur. 52 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 34 3.0 CONTRACT CONDITIONS 3.01 GENERAL REQUIREMENTS Once the bid has been awarded, the terms and conditions of this document become the Contract between the FSA and the awarded vendor. The terms and conditions apply to all vehicles and equipment purchased from this contract. 3.02 STATEMENT OF AUTHORITY Each person signing the Contract warrants that he/she is duly authorized to do so and bind s the respective party to the Contract. 3.03 VENDOR CONTACT INFORMATION The vendor will maintain current contact information with FSA at all times. If a change occurs during the contract, the vendor must notify FSA immediately. The Vendor Change Document must be completed, signed by an authorized representative and submitted via e-mail to CPP@flsheriffs.org. A sample Vendor Change Document can be found in Appendix A and on the FSA website. 3.04 OPTION TO RENEW & PRICE ADJUSTMENT Renewal Option The contract may be renewed by mutual agreement, initiated at the discretion of the FSA, for up to two (2) additional years, on a year to year basis. The FSA reserves the right to in its sole discretion elect to renew the contract in whole or in part. In the event that the contract is held beyond the term provided herein, it shall be on a month-to-month basis only and shall not constitute an implied renewal of the contract. Such a month-to-month extension shall be upon the same terms of the contract and at the compensation and payment provided herein. Price Adjustment Prior to completion of each contract term, the FSA may consider a price adjustment due to changes in the Producer Price Index (PPI) as published by the U.S. Department of Labor, Bureau of Labor St atistics, as a result of any changes to national or state standards that require substantial cost adjustments, or in the event of material changes in tariffs that result in cost increases of 15% or more. Prices may be increased or decreased by the percentage change reflected in the nationally published PPI. FSA shall determine the PPI based on the most recent published PPI initiated at the time of renewal that best reflects adjustments to the economy over the previous 12 months. In the event of changes to national or state standards, the vendor must present verifiable changes in cost to FSA. The FSA will consider the cost changes and will make a final determination on the change in price. 53 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 35 For any vendor-initiated adjustment to commence on the first day of the renewed contract term, the vendor's request or adjustment should be submitted one hundred and twenty (120) days prior to expiration of the then current contract. The vendor adjustment request must clearly substantiate the requested increase. If no request is received from the vendor, the FSA will assume that the vendor has agreed that the optional term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new option period will not be considered. The FSA reserves the right to accept the renewal adjustment or to allow the contract to fully or partially terminate and readvertise for bids, whichever is in the best interest of the FSA. 3.05 ADDITIONS AND DELETIONS The FSA reserves the right to add or delete any items from t his bid or resulting contract when deemed to be in the best interest of FSA and the participating purchasers. FSA reserves the right to remove, discontinue or suspend the sal e or offering of any product within the Invitation to Bid document or existing contract, at its discretion. This decision to take action may be based upon and not limited to: • Few or no sales; • Product recalls and other safety issues; • Vendor/Manufacturer performance; or • Lack of relevance of products. 3.06 EQUITABLE ADJUSTMENT The FSA may make an equitable adjustment to the contract terms or pricing at its discretion. 3.07 DISCOUNTS Discounts shall be below Manufacturer’s Standard Retail Pricing (MSRP) or manufacturers published list price for any vehicle, equipment and options. The vendor has the authority to offer additional discounts based on quantity , as well as additional manufacturer or vendor discounts. Discount ranges are not permissible. Discounts must be a whole, positive percentage with no decimal place (e.g. 10%). 3.08 CONDITIONS It is understood and agreed that any item offered or shipped as a result of this bid shall be the most current model offered, i.e. the most current production model at the time of this bid. 54 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 36 3.09 PRODUCTION CUTOFF Vendor shall notify the FSA in writing no less than sixty (60) calendar days prior to the close of final order date by the manufacturer when the final order date is during the term of the contract. Notification shall be provided in writing. Purchase orders received by the vendor ten (10) business days prior to the final order date must be accepted and entered into the order system with the manufacturer. If a purchase order has been timely received by the vendor or the manufacturer, and the manufacturer fails to produce or deliver the production year vehicle, the vendor must provide the next year’s equivalent model at current contract prices. Purchase orders issued and received after the production cutoff date will be subject to availability. In this case, the vendor and manufacturer have the discretion whether to choose to provide next year’s model at current year’s prices until the end of the contract term. If the manufacturer cutoff date is during the term of the contract and will affect the purchaser’s ability to obtain the specifications, FSA may consider substitutions from the same manufacturer. 3.10 FACILITIES The FSA reserves the right to inspect the vendor’s facilities at any time with prior notice. 3.11 SUBSTITUTIONS The FSA or purchasers will NOT accept substitutes of any kind. Vendors are expected to furnish the brand quoted in the bid once awarded. Any substitutes will be returned at the vendor’s expense. Delivery of substitutes and the delay in supplying the correct specification can be deemed grounds for termination for default. 3.12 POLICE RATED VEHICLES & MOTORCYCLES Vehicles in this category have been reviewed by one or more of the nationally recognized authorities on Police Vehicle Testing Program/Evaluation. These evaluations are not designed to recommend a particular product, but to serve as a resource for vehicles which are currently being offered for law enforcement service. To see the full detailed report click or copy the links below. The importance with which each individual phase is weighted in these evaluations is a subjective decision which should be made by each agency based upon that agency’s needs. For the purposes of this bid, the following are recognized authorities: State of Michigan, Department of State Police and Department of Technology, Management and Budget Police Vehicle Evaluation Program https://www.michigan.gov/documents/msp/2019MYPoliceVehicleEvaluationTestBook_ 55 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 37 639203_7.pdf Los Angeles County Sheriff’s Department Law Enforcement Vehicle Test and Evaluation Program Vehicles: https://www.lasd.org/pdfjs/web/viewer.html?file=VehicleTestBooklet.pdf Motorcycles: https://www.lasd.org/pdf/2017_MotorcycleTestBooklet12192017.pdf 3.13 SPECIAL SERVICE VEHICLES Vehicles in this category in some cases have been reviewed by one or more of the nationally recognized authorities on Police Vehicle Testing Program/Evaluation. These vehicles are labeled as Special Service Vehicle (SSV) and often used in public safety applications and other areas of government. Refer to manufactures published information for detailed information regarding these vehicles. 3.14 CAB AND CHASSIS PURCHASES Cab and Chassis can be purchased from the vendor without any required additional fitting by the vendor. If an incomplete chassis is sold to an agency, then the vendor is not responsible for the tag and title. Vendors are responsible for tag and title work if the chassis is completed by the vendor or the vendor’s contracted third party supplier. FSA highly recommends that all upfitting of cab and chassis be performed by vendors who are licensed and certified to perform such work to avoid unnecessary exposure to future liability. The requirements of Florida Statute 319.21 related to the manufacturer statement of origin apply to cab and chassis purchases. 3.15 FACTORY INSTALLED All options specified as factory installed are to be installed on the vehicle at the primary site of assembly and is to be the manufacturer’s standard assembly-line product. No aftermarket and no vendor-installed equipment will be accepted as factory installed. Vendors found supplying aftermarket or vendor-installed equipment where factory installed are specified may be required to retrieve all delivered vehicles and reorder new vehicles meeting the specifications. All factory ordered options are to be original equipment manufacturer (OEM) and factory installed unless otherwise noted by the vendor and acknowledged in writing by the purchaser. Verbal agreements will not be recognized. Aftermarket parts, modifications, and factory produced parts and components ordered and installed by a vendor that do not meet the requirements of factory installed components, will be rejected for noncompliance with the requirements of the specification. In the event that a component that does not meet the specifications is found installed on a vehicle before or after the vehicle has been accepted by the Purchaser, the vendor shall be required to replace the vehicle with a vehicle that meets the required specifications, including factory installed components. In the alternative, the purchaser shall decide whether they will accept vendor installed components. 56 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 38 3.16 VENDOR INSTALLED All vendor-installed accessories shall be installed according to the manufacturer’s specifications. Examples include, but are not limited to a roll bar, trailer hitch, etc. All such accessories must be manufactured by an established manufacturer of the product provided. Vendor is required to disclose Make and Model of product being offered and the location, design, and model must be approved by the purchaser prior to installation. Prior to any purchase, the vendor must also disclose the warranty of any item that is less than or exceeds the factory vehicle or equipment warranty coverage. A vendor that employs a third-party supplier or subcontracts technicians to install emergency equipment on vehicles purchased on this contract is required to utilize technicians that are certified in Law Enforcement Vehicle Installation through EVT Certification Commission, Inc. or an approved equiva lent. The FSA may at any time during the contract period request proof of the required certification. Any vendor that violates this provision will be considered in default of the contract. FSA may terminate the contract in accordance with Section 1.45 of this Invitation to Bid. 3.17 NON-SCHEDULED OPTIONS FSA attempts to include scheduled, factory and aftermarket options in the bid document. If a purchaser requests a non-scheduled option that is not included in the bid document, the vendor may provide this non- scheduled option. The purchaser has the opportunity to request the vendor’s discount pricing for any non- scheduled options during the quote process. At no time should the non-scheduled option exceed MSRP or Published List Price. Non-scheduled options should be listed as a separate line item and noted on the purchase order to include the price. All non-scheduled options are covered under these terms and conditions. 3.18 FORCE MAJEURE A vendor shall not be penalized for a delay resulting from the vendor’s failure to comply with delivery requirements if neither the fault nor the negligence of the vendor or its employees contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the vendor’s control, or for any of the foregoing that third party suppliers if no alternate source of supply is available to the vendor. 3.19 DELIVERY TIME Vendors shall specify the estimated delivery time in calendar days for each item. The purchaser should consult the vendor regarding vehicle production schedules. Delivery shall be within the normal working hours of the user, Monday through Friday, excluding holidays. 57 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 39 3.20 ORDER The vendor shall submit a copy of the purchase order to the FSA within 1 5 days of receipt from the purchaser. To initiate a purchase, a purchaser issues a purchase order to the vendor, which shall include: • The contract number and title, • Specification number, • Purchaser’s federal identification number, and • Name, phone number and email address for the point of contact at the purchasingagency. Delivery or due dates should be discussed with the vendor at the time the quote is provided to the purchaser, or if no quote is provided, when the purchase order is delivered to the vendor. It is important to note that vendors do not have any control over production delays in schedules from the manufacturer. While it is recommended that an agency purchase from the zone which is closest to their location, it is not mandatory to do so. If the purchaser determines that a vendor in another zone can better serve the purchaser’s needs, the purchaser may order from a vendor in another zone. Vendors that provide vehicles or equipment outside of an awarded zone may upon mutual agreement between the vendor and the purchaser charge a delivery fee. The purchaser should forward an executed copy of the purchase order to t he FSA at the same time the purchase order is sent to the vendor. Emails or hard copies are acceptable. Emails can be sent to coop@flsheriffs.org. If a vendor receives a purchase order for a specification for which they were not awarded, the vendor must notify the purchaser and return the purchase order to the purchaser within three (3) business days. All vehicles ordered prior to production cut off and in accordance with the contract shall be supplied in the manufacturer’s next model run of that class vehicle even if it requires supplying a later model at the original bid prices. Vendor shall place the order with the manufacturer within 10 business days of receipt of the purchase order. The vendor shall assure that all orders are placed in full compliance with the specifications and the terms and conditions of the Contract and the purchase order. It is the vendor’s responsibility to ensure that the vehicle or equipment ordered by the purchaser is fully compatible with all ordered options and that the vehicle complies with all applicable manufacturer and industry standards. The vendor’s acceptance of a purchaser’s order will indicate that the vendor agrees to deliver a vehicle that will be fully compatible with all of its options. Any changes that are required to bring a vehicle or equipment into compliance with the various options due to an incorrect order will be accomplished at the vendor’s expense. A Confirmation of Order form shall be completed by the vendor and returned to the purchaser 14 calendar days from receipt of purchase order without notification by the purchaser. The Confirmation of Order form is included in Appendix C. 58 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 40 Any additional information needed to complete this form should be obtained from the purchaser. The form may be modified to accommodate each purchaser as necessary. 3.21 VEHICLE AND EQUIPMENT DELIVERY At a minimum, pre-delivery service shall include the following: • Standard Vendor and Manufacturer protocol for new vehicle and equipment delivery; • Cleaning of vehicle and equipment, if necessary, and removal of all unnecessary tags, stickers, or papers (window price sticker or supplied line sheet shall remain); • Speedometer must be correct regardless of the tires provided by the vehicle manufacturer or axle ratio furnished; • Verification that the hour meter does not exceed five (5) hours for equipment; • Owner’s manual and warranty manual to accompany each vehicle and equipment; and • MSRP list sheet (window sticker) MUST be in the vehicle when it is delivered to the purchaser. Vehicles that are missing this form, or have forms that have been altered will not be accepted. Build sheets, or documentation that verifies what components are included on the equipment being delivered, must be provided for equipment. The vendor shall be responsible for delivering vehicles and equipment that are properly serviced, clean and in first class operating condition. Vendor shall complete delivery of the vehicle and equipment to the purchaser within fourteen (14) calendar days of receipt of the vehicle from the manufacturer or equipment supplier. This deadline shall not apply to vehicles originating as an incomplete chassis. Receipt of a vehicle or equipment by the vendor is defined as acceptance of the vehicle or equipment from a common carrier at the vendor’s place of business or any third party’s place of business. Deliveries of less than 350 miles may be accomplished by driving the vehicle. Any delivery accomplished by driving the vehicle must be supervised and the driver must comply with manufacturer’s break -in requirements and all applicable traffic laws. Any delivery accomplished by driving a police rated vehicle must use an “OUT OF SERVICE” cover on light bars. All deliveries in excess of 350 miles shall be made by transport, or otherwise approved by the purchasing agency. However, this requirement shall not apply to incomplete chassis. The purchaser has the option to reject a vehicle with more than 350 odometer miles, or may deduct $0.51 cents per mile in excess of 350 miles from the invoice, unless distance above 350 miles was previously approved by the purchaser. This requirement also applies to redelivery of vehicles that were rejected upon initial delivery. Equipment with more than five (5) hours on the hour meter may be rejected by the purchaser or the purchaser may choose to negotiate a lower purchase price when the unit exceeds five hours. 59 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 41 All warranties shall begin at the time of delivery to the purchaser. The purchaser’s warranty should not be active for incomplete vehicles or equipment and vehicles or equipment delivered to a third-party supplier before final delivery. Vendor shall notify the purchaser no less than twenty four (24) hours prior to delivery of the time and location, which shall reflect the mutually agreed upon delivery details . Transport deliveries must be unloaded and inspected by purchaser. Deliveries not complying with these requirements may be rejected and will have to be redelivered at vendor’s expense. All vehicles or equipment with fuel tanks of thirty-five (35) gallons or less must contain no less than one quarter (1/4) tank of fuel as indicated by the fuel gauge at the time of delivery. For vehicles and equipment that have more than thirty-five (35) gallons, a minimum of one eighth (1/8) of a tank of fuel must be provided. 3.22 INSPECTION AND ACCEPTANCE It is the responsibility of the purchaser to inspect a vehicle or equipment for any damages. Each purchaser shall make a good faith effort to inspect the vehicles or equipment before or at the time of delivery for acceptance. One (1) day is the suggested period for inspection. However, if reasonable accommodations for inspection cannot be made upon delivery, the purchaser may have up to three (3) days to inspect the vehicle or equipment for acceptance. Inspection and acceptance will be at the purchaser’s destination unless otherwise previously agreed upon location was provided in the purchase order. It is the purchaser’s responsibility to thoroughly inspect each vehicle and equipment prior to acceptance. Copies of the bid specifications and purchase order will be delivered with the vehicle. Purchasers are to inspect the vehicle and equipment and compare bid specifications, purchase order and manufacturer’s window sticker or manufacturer’s invoice to ensure vehicle or equipment meets or exceeds the requirements of the bid specifications and the submitted purchase order. Purchasers should inspect the vehicle and equipment for physical damage. Delivery of a vehicle or equipment to a purchaser does not constitute acceptance for the purpose of payment. Final acceptance and authorization of payment shall be given only after a thorough inspection indicates that the vehicle and equipment meet contract specifications and the requirements listed below. Should the delivered vehicle differ in any respect from specifications, payment can be withheld until such time as the vendor completes the necessary corrective action. Units shall be delivered with each of the following documents completed or included: 1. Copy of Customer’s Purchase Order 2. Copy of the applicable Vehicle or equipment specification 3. Copy of Manufacturer’s Invoice or Window Sticker for vehicles (prices may be deleted from the manufacturer’s invoice); or a Build sheet, or documentation that verifies what components are included on the equipment being delivered, for equipment 4. Copy of Pre-Delivery Service Report 5. Warranty Certification 60 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 42 6. Owner’s manual 7. If the vendor does not provide the tag and title, then the DHSMV 82040 (Application for Certificate of Title and/or Vehicle Registration) which requires a signature of authorized representative. Deliveries that do not include the above items will be considered incomplete and can be refused. 3.23 REGISTRATION, TAG AND TITLE Costs of registration, tag and title shall not exceed the statutory rates. FSA administrative fee does not apply to tag and title work. Title items shall be the responsibility of the vendor. If the purchaser is a government agency, the purchaser has the right to choose to register and title the vehicle or equipment. Reasonable administrative costs for registration and title services, including obtaining temporary tags, tag transfers, and new tags are permitted. All costs associated with obtaining, filing and shipping of tags shall be listed as an option during the bid submission for each item bid. Administrative costs can include convenience fees, cost reimbursements for filing, obtaining or delivery of tags, or any costs over the original purchase price of the registration and title. Administrative costs for registration and titling can be negotiated between the purchaser and the vendor. 3.24 INVOICING AND PAYMENTS Invoicing and payments shall be the responsibility of the vendor and purchaser placing orders using this contract. Vendors must invoice each purchaser independently. A purchaser has three (3) working days to inspect and accept the vehicles or equipment. The vendor shall be paid upon submission of invoices to the Purchaser after satisfactory delivery and acceptance of the vehicles and/or equipment. The Local Government Prompt Payment Act will apply to ensure timely payment of Vendor invoices. The Local Government Prompt Payment Act is defined in Sections 218.70–218.79 of Florida Statutes. 3.25 WARRANTY REPAIRS AND SERVICE All warranties shall begin at time of delivery and final acceptance by the purchaser. Failure by any manufacturer’s authorized representative to render proper warranty service or adjustments, including providing a copy of the warranty work order to the purchaser, may subject the vendor to suspension from the approved vendor listing until satisfactory evidence of correction is presented to the FSA. 3.26 INADEQUATE SERVICE When vehicles and equipment require service or adjustments upon delivery, the vendor shall either remedy the defect, or be responsible for reimbursing the manufacturer’s local authorized representative or other service provider to remedy the defect. Such service or adjustments shall be initiated by the vendor within 48 hours after notification by a purchaser, not to include weekends and holidays. Delivery will not be considered complete until all services or adjustments are satisfactory and the vehicle or equipment is redelivered. 61 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 43 The provisions of the delivery section shall remain in effect until the redelivery is accomplished. The cost of any transportation required shall be the responsibility of the vendor until the vehicles or equipment are satisfactory and accepted by the purchaser. 3.27 REPORTING: PURCHASE ORDERS & QUARTERLY REPORTS Purchase Orders The Vendor must submit copies of purchase orders upon receipt to the FSA. Purchase orders are considered late if not submitted fifteen (15) days after the date of the purchase order. Vendors should scan a complete copy of the purchase order and attach it as a .pdf. Place the document title in the subject line of the e-mail and send purchase order copies to COOP@flsheriffs.org. The files should be named using the following examples: Examples: County = Florida County, County of PO 12345 ABC County BCC PO 12345.pdf City = Florida City, City of PO 12345 ABC City PO 12345.pdf Sheriff = Sheriff Office of PO 12345 ABC Sheriff PO 12345.pdf Education = Institution Name PO 12345 ABC County College PO 12345.pdf Quarterly Reports Quarterly reports are the contractual responsibility of each vendor. Quarterly reports which do not adhere to the required format (as set forth in Appendix D) or are not complete of all purchase orders will be returned to the reporting vendor for correction of deficiencies. All quarterly reports are to be sent to REPORTS@flsheriffs.org. Quarterly reports must be complete with the name of the vendor. For example, “Best Vendor” in the document header. Do not indicate the quarter on the top of the report. Do not include purchase orders with quarterly reports. The template of a quarterly report is located in Appendix D. Quarterly reports are due no later than the 15th day of the month following the end of the quarter. Quarterly reports should follow this schedule: Quarter 1: October 1 – December 31 Q1 Report Due: January 15 Quarter 2: January 1 – March 31 Q2 Report Due: April 15 Quarter 3: April 1 – June 30 Q3 Report Due: July 15 Quarter 4: July 1 – September 30 Q4 Report Due: October 15 If a vendor has no sales within a quarter, the vendor is required to submit a quarterly report, mark the box on the green line and indicate “NO SALES THIS QUARTER” on the report. FSA reserves the right to modify the procedure for submitting quarterly reports during the term of the contract. Such a change shall not materially modify the substance of the information to be reported, but may change the method by which future quarterly reports are to be submitted. In the event of such a 62 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 44 change, FSA will provide written notice to all vendors of the method by which future quarterly reports are to be submitted. 3.28 ADMINISTRATIVE FEE The FSA charges three quarters of one percent (.0075) to procure, process and administer the Contract. After receipt of payment from contract purchases, the vendor shall remit all administrative fees to the FSA no later than 15 days after the end of each quarter. All fees payable to the FSA during any given quarter will be accompanied and supported by a Quarterly Report. Bidders are to include the administrative fee of three quarters of one percent (.0075) in all bid prices. The fee should be incorporated into the price at the time of bid submission This fee should also be included on all add options. The administrative fee will remain payable to FSA and no relief from payment of the administrative fee, nor any additional charge to recoup the administrative fee, will be permitted if a vendor fails to incorporate the administrative fee in its bid pricing. The fee should never be listed as a separate line item on any purchase order. The administrative fee is based on the total purchase order amount of new vehicles or equipment. This fee excludes any value given to purchasers for trade-ins. Trade-ins, extended warranties and other exchanges will not reduce or impact the fee calculation. The administrative fees are the contractual responsibility of each awarded vendor. By submission of the quarterly reports and administrative fee, the vendor is certifying the accuracy of the reports and deposits. All reports and fee submissions shall be subject to audit by the FSA or their designee. All participating vendors will be responsible for making sure that FSA has the contact information, including e-mail address, for the person responsible for quarterly reports. There will be no reminders for the quarterly reports or the administrative fee. Checks for the administrative fee can be sent to: Florida Sheriffs Association Cooperative Purchasing Program 2617 Mahan Drive Tallahassee, FL 32308 3.29 LIQUIDATED DAMAGES The vendor warrants that the product supplied to the FSA or purchaser shall conform in all respects to the standards set forth and the failure to comply with this condition will be considered as a breach of contract. Any liquidated damages levied because of inadequacies or failures to comply with these requirements shall be borne solely by the vendor responsible for same. Failure to submit the administrative fee with accompanying quarterly reports within 15 calendar days following the end of each quarter will result in the imposition of liquidated damages. Vendors failing to submit administrative fees and quarterly reports will incur liquidated damages in the amount of $25 for 63 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 45 each calendar day that fees and reports are past due, beginning on the 16th day following the end of the quarter. If a civil action is initiated by the FSA to recover administrative fees or liquidated damages as set forth in this section and Section 3.28, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs incurred in the litigation. Venue shall lie in the Circuit Court for the Second Judicial Circuit in and for Leon County, Florida. When quarterly reports are late, liquidated damages are to be included in vendor’s Quarterly Report and administrative fee submission. Liquidated damages that remain unpaid beyond 45 days can result in FSA, at it’s sole discretion, implementing contract compliance actions, including but not limited to, suspension, limited participation by specifications or zones, disqualification from future solicitations, or termination for cause pursuant to Section 1.45. Schedule of Liquidated Damages Failure to submit quarterly report on time $25 per calendar day Failure to report a Purchase Order to FSA within the 15 calendar days of the purchase order date $100 per Purchase Order Failure to Report Sales .0075 of the sales price plus 1.5% each month following the delivery date. Vendor agrees and acknowledges that its failure to take any of the actions specified in the above schedule will damage the FSA, but by their nature such damages are difficult to ascertain. Accordingly, the above specified schedule of liquidated damages shall apply to this contract. Vendor agrees and acknowledges that these liquidated damages are not intended to be and do not constitute a penalty, but are instead intended solely to compensate the FSA for damages, and that these amounts are reasonably calculated to compensate the FSA for the damages that it will incur as a result of the vendor’s failure to take the specified actions. 64 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 46 Appendix A 65 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 47 Appendix B 66 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 48 Appendix C 67 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 49 Appendix D 68 FLORIDA SHERIFFS ASSOCIATION Cooperative Purchasing Program Contract Terms and Conditions Rev 8/7/2019 FSA Cooperative Purchasing Program 2019-2020 Page 50 Appendix E 69 Thomas F. Pepe – 04-03-19 Page 6 of 6 ATTACHMENT B CONTRACT FOR PURSUIT, ADMINISTRATIVE & OTHER VEHICLES • VEHICLE SPECIFICATIONS • CITY OF SOUTH MIAMI QUOTATION 70 71 72 73 74 75 76 77 78 79 80 CITY OF SOUTH MIAMI Prepared for:Contract Holder DATE: 10/17/19 CITY OF SOUTH MIAMI Duval Fleet Sales JOHN WEBSTER Laura Torbett 305-663-6339 (Work) 904-388-2144 JWebster@southmiamifl.gov (Fax) 904-387-6816 (Cell) 904-568-6027 Laura.Torbett@duvalfleet.com 5203 Waterside Dr Jax, Fl 32210 PLEASE CONFIRM RECEIPT OF QUOTE VIA EMAIL Labor Code Price 0 SPEC 239 2020 FORD POLICE INTERCEPTOR UTILITY AWD- K8A 35,417.00$ 0 500A EQUIPMENT GROUP -$ 0 99W 3.3L HYBRID ENGINE -$ 0 44B 10- SPEED AUTOMATIC TRANSMISSION -$ 0 D51R DELETE LEFT HAND PILLAR MOUNTED SPOTLIGHT (110.00)$ 0 STD POWER WINDOWS AND LOCKS -$ 0 87R 4" REAR VIEW CAMERA IN CENTER STACK -$ 0 153 FRONT LICENSE PLATE BRACKET -$ 0 55F KEYLESS ENTRY -$ 0 -$ 0 -$ 0 YZ OXFORD WHITE -$ 0 96 EBONY BUCKETS/ REAR VINYL SEATS -$ 0 VINYL FLOORING -$ 0 -$ 0 51T LEFT HAND PILLAR MOUNTED LED SPOTLIGHT 419.00$ 0 92G SOLAR GLASS 119.00$ 0 17A AUX CLIMATE CONTROL 609.00$ 0 43D COURTESY LAMP DISABLED 24.00$ 0 76R REVERSE SENSING 274.00$ 0 TAG CITY TAG AND TITLE 125.00$ 0 TTO TITLE PROCESSING FEE 48.00$ 0 EXTRA 5/75 5 YEAR/ 75,000 MILE EXTRA CARE WARRANTY WITH $0 DED.1,845.00$ 0 -$ 0 -$ 0 -$ VENDOR COMMENTS UNIT COST 38,770.00$ TOTAL QUANTITY 7 TOTAL PURCHASE 271,390.00$ We appreciate your interest and the opportunity to quote. Pricing per FLORIDA SHERIFFS ASSOCIATION LIGHT VEHICLE CONTRACT FSA19-VEL27 Heavy Equipment and Trucks FSA19-VEH 17. If you have any questions regarding this quote please call! Note, Vehicle will be ordered white exterior unless specified on purchase order. Shipping and Invoicing instructions are required on agency purchase order. Equipment 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 Federal Signal www.fedsig.com 800.264.3578 Light Bars 5 Effective March 1, 2019 Valor® • Low-profile, non-linear ”V-shape” light bar provides 40% more light output at critical intersection angles than a typical low-profile, linear light bar • Combines effective warning with the tactical benefits of floodlighting capability, and can be activated as Left-flood, Right-flood or Full-flood • Integrated Vortex™ generators for increased fuel efficiency and reduced wind noise • Integrated SignalMaster™ directional capability • Valor can be serviced without removal from vehicle roof • Optional “quick-disconnect” feature • Available in 44" and 51" lengths • LEDs available in combinations of Amber, Blue, Green, Red and White • Five-year warranty Model Length Warning Lights White LED TD/Alley Lights White LED Flood Lights Amber LED SignalMaster Serial Interface Module Mount List Price VALR44-2634843S 44"Red/Blue No Hook $4,030.00 VALR44-3581248 44"Red/Blue No Low Hook 4,030.00 VALR51-2634880 51"Red/Blue Hook 4,660.00 VALR51-2634975 51"Red/Blue No Hook 4,590.00 Notes • Light bar includes choice of permanent, hook-on, or low-profile hook-on mount kit. If ordered separately from light bar, list price for the HKB hook kit is $70.00 • For common replacement parts go to www.fedsig.com, or see page 11 • Go to www.fedsig.com to view flash pattern videos How To Order • Choose one of the popular models above, customize your own light bar with our online configurator or contact a local Federal Signal representative or distributor. Solaris®ROC Convergence NetworkHotFoot® VALR51-2634880 (with interface module, hook mount) VALR51-2634975 (without interface module, hook mount) VALR44-2634843S (without interface module, hook mount) VALR44-3581248 (without interface module, low hook mount) CONFIGURATOR Online light bar 97 98 99