2314 SUV leases bid doc.pdf

REQUEST FOR BID (RFB)

FOR

MID-SIZE SUV LEASES

BID #2314

Issued by:

County of Kenosha Purchasing Division

Bids must be submitted No later than 3:00 PM May 31, 2023 to:

County of Kenosha Purchasing Division

1010 56th Street, Second Floor Kenosha, WI 53140

LATE BIDS WILL BE REJECTED

There will be a public opening for this Bid conducted at 1010 56th Street, Second Floor

Kenosha, WI 53140

For further information regarding this RFB contact:

Tricia Stuart

(262) 653-2896 Tricia.Stuart@kenoshacounty.org

Issued: 5/22/2023 mailto:Tricia.Stuart@kenoshacounty.org

KENOSHA COUNTY BID #2314

WISCONSIN PAGE 2 OF 20

TABLE OF CONTENTS

SECTION SUBJECT PAGE #

1. GENERAL INFORMATION AND SCOPE

2. CALENDAR OF EVENTS

3. CONTRACT TERM

4. VENDOR REGISTRATION

5. THIRD PARTY BID SERVICES

6. QUESTIONS

7. METHOD OF BID

8. BID SUBMISSION

9. BID RESPONSE REQUIREMENTS

10. METHOD OF AWARD

11. BIDDER/CONTRACTOR QUALIFICATIONS

12. SPECIFICATIONS

13. DELIVERY

14. F.O.B. DESTINATION FREIGHT INCLUDED

15. SUBCONTRACTING OR THIRD-PARTY PAYMENTS

16. FIRM PRICES

17. ORDERS

18. INVOICING REQUIREMENTS

19. SPECIAL CONDITIONS OF THIS BID

ATTACHMENT A – SIGNATURE AND AUTHORITY AFFIDAVIT FORM

ATTACHMENT B – BID OFFER FORM

ATTACHMENT C – ETHICS COMPLIANCE NOTICE & ADDENDUM

ATTACHMENT D – STANDARD TERMS AND CONDITIONS

WISCONSIN PAGE 3 OF 20

1. GENERAL INFORMATION AND SCOPE

The County of Kenosha Wisconsin (County), through its Purchasing Division (Purchasing), requests bids to establish a contract for TWO closed-end leases of brand-new 2023 (or newer) mid-size 4WD SUVs.

Lease terms shall be 3 year, 36,000 miles.

The attached Standard Terms and Conditions shall govern this bid unless specifically modified in these bid documents. Conditions of bid that include the word "must" or "shall,” describe a mandatory requirement. All specifications are defined as mandatory minimum requirements unless otherwise stated. If no bidder is able to comply with a given specification or condition of bid, Purchasing reserves the right to delete that specification or condition of bid. Failure to meet specification requirements may disqualify your bid. Vendors may not submit their own contract document as a substitute for these terms and conditions.

Retain a copy of these Bid documents for your files. Should you receive an award, these Bid Documents become your contract terms and conditions.

Definitions: The following definitions are used throughout the RFB documents:

Bidder/Vendor means a company or individual submitting a bid response to this RFB Contractor means a bidder awarded the contract County means the County of Kenosha Wisconsin Purchasing means the County of Kenosha Purchasing Division RFB means Request for Bid State means the State of Wisconsin Vendor Portal means the State of Wisconsin’s Vendor Portal (eSupplier)

2. CALENDAR OF EVENTS

This calendar is subject to change at the sole discretion of Kenosha County. All attempts will be made to adhere to this calendar. However, due to circumstances beyond our control, it may be necessary to modify the events and/or dates and times.

Event Date

Last Date for Questions THUR MAY 25 @5:00 PM

Addendum Posted (estimated and if needed) FRI MAY 26 @5:00 PM

Bids Due WED MAY 31 @3:00 PM

Award of Contract (estimated) MON JUN 5, 2023

Lease commences Immediately upon award

Contract Completed 36 months post delivery

3. CONTRACT TERM

Contract term shall begin upon vehicle delivery and continue for thirty-six (36) months. Any extension must be authorized by mutual agreement of the vendor and the County.

4. VENDOR REGISTRATION

Complete Bid or Proposal packages may be obtained from the State of Wisconsin’s VendorNet website https://vendornet.wi.gov/. To receive notifications of addendum and future bids, vendors must register with https://esupplier.wi.gov. There is no fee to register. If you do not have internet access, contact this office for a hard-copy of this bid.

https://vendornet.wi.gov/ https://esupplier.wi.gov/

WISCONSIN PAGE 4 OF 20

5. THIRD PARTY BID SERVICES

Kenosha County is not responsible for the content of any bid package received through any 3rd party or bid service. It is the sole responsibility of the vendor to ensure the completeness of the documents received through any 3rd party source.

6. QUESTIONS

If a vendor discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFB, they shall notify the contact person named below of such error and request a modification or clarification.

Any communications or questions regarding the specifications, or special conditions of bid should be written and submitted to Purchasing as soon as possible, but no later than 5:00 PM Thursday, May 25TH, 2023. Purchasing will respond to questions if necessary by issuing an official addendum, posted on The State of Wisconsin’s Vendor Portal. Bidders are responsible for checking the portal for any addenda before submitting a bid. Failure to acknowledge addenda may disqualify your bid.

Any correspondence or questions submitted must include the bid number.

Submit questions in writing via email to:

Tricia Stuart, Purchasing Specialist, e-mail: Tricia.Stuart@kenoshacounty.org

No other employee or representative of Kenosha County is authorized to interpret or give information as to the requirements of this bid in addition to that contained in or amended to this written bid document.

Bidders are instructed not to contact any other County department or employee regarding this bid.

Any unauthorized contact regarding this bid may be cause for rejection of a bid, at the sole discretion of the County.

7. METHOD OF BID

Bidder must submit a monthly lease price and a total price as designated. All prices must be quoted on the enclosed Bid Offer Form in U.S. Dollars and be inclusive of all associated fees/costs. No down payment or security deposit shall be paid. No end-of-lease balloon payments allowed. Bids requiring an order minimum shall be disqualified.

8. BID SUBMISSION

Bids must be received in a sealed envelope or container no later than the time set for the receipt of bids.

Delivery of a bid to any other Kenosha County department or office is not acceptable and may result in your bid arriving late in the Purchasing Division office. Receipt of a bid by the US mail system does not constitute receipt of a bid by Purchasing. Late bids will not be accepted.

The following information must be clearly marked on the front of the envelope/shipping package:

Name & Address of Bidder Due Date of Bid Bid Number & Title

The following sample mailing label is provided here for your convenience:

mailto:Tricia.Stuart@kenoshacounty.org

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9. BID RESPONSE REQUIREMENTS

In order for your bid to be considered, the following information shall be provided by the bid due date and time. Include:

9.1 Signature and Authority Affidavit Form, Attachment A

9.2 Bid Offer Form, Attachment B

9.3 Ethics Compliance Addendum, Attachment C

9.4 Complete specifications and descriptive brochure or detail for the vehicle

9.5 Manufacturer’s/Bidder’s warranty statement

The Signature and Authority Affidavit submitted in response to this RFB must be signed by the person in the Contractor's organization who is responsible for the decision as to the prices being offered in the Bid or by a person who has been authorized in writing to act as agent for the person responsible for the decision on prices and services. Failure to provide these forms/information with your bid submittal may disqualify your bid. The County encourages all bidders to print their submission double-sided to save paper.

10. METHOD OF AWARD

Award shall be made on the basis of the lowest monthly lease rate / total lease cost from a responsive, responsible bidder who meets specifications. Timeliness of delivery may be considered when making this award.

11. BIDDER/CONTRACTOR QUALIFICATIONS

To be eligible for a contract award, you must be qualified and able to provide the following:

11.1 Bidder must be an original manufacturer, or distributor and/or dealer/company authorized by manufacturer to sell their products.

11.2 Bidder must be in the business of vehicle sales for the past ten years.

11.3 Bidder is requested to quote on maintenance agreements available after expiration of the warranty term (if applicable). Please include terms, which components shall be covered and annual cost. A sample agreement form, including the terms and conditions, should be included with the bid submittal.

From:

To: Tricia Stuart Purchasing Specialist Kenosha County Purchasing Division 1010 – 56th Street Kenosha, WI 53140

SEALED BID

RFB #2314 MID-SIZE SUV LEASES

Due Date: May 31, 2023 at 3:00 PM

Sample

Mailing

Label

WISCONSIN PAGE 6 OF 20

11.4 Contractor must provide in-store or depot repair service for vehicle leased as a result of this bid.

Vehicle shall be picked up by the contractor and delivered back to the County within 2 business days after receipt of the vehicle by contractor, unless otherwise agreed upon by the contractor and the County.

11.5 Bidder must provide a statement of their Warranty Policy on any service or parts they may provide.

11.6 Contractor must be prepared to honor the manufacturer’s standard warranty. Indicate warranty term and enclose standard warranty documents with your bid.

12. SPECIFICATIONS

The following specifications are the minimum desired requirements. Any specific reference to manufacturer(s) and/or catalog/model/stock numbers provided is to establish the design, type of construction, quality, functional capability and performance level desired. The bidder may offer an alternate product believed to be an equal. Any alternate product(s) bid must be clearly identified by manufacturer and catalog, model or stock number. Adequate detailed specifications of the product offered must be included with your bid to establish equivalency and to ensure that the product being bid meets all specifications. Failure to provide product specifications and information may disqualify your bid. The County of Kenosha shall be the sole judge of equivalency and acceptability. Any attachments, documents, price lists, etc. to support your bid, must include the bid number.

Bid specifications may not be revised without an official written addendum issued by Purchasing.

12.1 2314 SUV specs

12.2 NEW OR DELETED ITEMS: The county reserves the right to add new products or services to this contract based on technology changes or changes to standards unknown at the time of this bid.

Contractor(s) prices must be comparable to current contract pricing for like products.

13. DELIVERY

Delivery is desired as soon as possible after receipt of a purchase order. Please indicate on the Bid Offer Form your estimated delivery time in calendar days.

14. F.O.B. DESTINATION FREIGHT INCLUDED

Delivery will be made by common carrier or bidder, with unloading to be performed by the carrier/bidder to the address specified on the purchase order. Bid prices should include all packing, transportation, fuel, insurance charges and operation manuals. Upon lease termination, the contractor shall pick-up the vehicle(s) from the County at the address specified by the County at no additional cost.

Duty charges (FOB=DDP Destination Duty Paid), if applicable (includes but not limited to documentation fees, freight, customs clearance, tax, etc.), must be included in the bid price and referenced as separate costs in the bid response. A copy of the duty free paperwork, with the vendor portion filled out must be submitted to Purchasing at time of award.

Failure to bid FOB Destination Freight Included may disqualify your bid.

15. SUBCONTRACTING OR THIRD-PARTY PAYMENTS

All subcontractors must abide by all terms and conditions of the contract. The contractor shall be responsible for all subcontractor work and payment.

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16. FIRM PRICES

The awarded contractor must hold the accepted costs for the entire contract period.

17. ORDERS

The County will issue an official purchase order to purchase from this contract.

18. INVOICING REQUIREMENTS

The County’s terms are to pay or reject invoices within 30 days of receipt. Before payment is made, it also must verify that all invoiced charges are correct as per this contract. Only properly submitted invoices shall be officially received for payment. Thus, your prompt payment requires that your invoices be clear and complete in conformity with the instructions below.

All invoices must be itemized showing:

a. Purchase order number

b. Bid number

c. Vendor remit to address

d. Complete detailed product or service description as stated on your bid

e. Prices per the Contract

The original invoice must be sent to the bill-to address shown on the Purchase Order.

19. SPECIAL CONDITIONS OF THIS BID

19.1 INDEMNITY AND INSURANCE REQUIREMENTS:

A bid may be rejected if a bidder fails to meet any one of the following insurance requirements:

19.1.1. Contractor agrees to indemnify, hold harmless and defend Kenosha County, its officers, agents and employees from any and all liability including claims, demands, losses, costs, damages and expenses of every kind and description or damage to persons or property arising out of or in connection with or occurring during the course of this agreement where such liability is founded upon or occurring out of the acts or omissions of the Contractor, its agents or employees, regardless of whether or not it is caused in part by Kenosha County. Contractor shall notify Kenosha County immediately upon the commencement of any litigation against Contractor where there is any possibility Kenosha County may be made a party thereto. Should Contractor hire/engage any subcontractor(s) to perform work on its behalf or in conjunction with Contractor’s work, Contractor will require such subcontractor(s) to carry the same insurance as is outlined and required below of the Contractor.

19.1.2. Contractor agrees to protect itself and Kenosha County under the indemnity agreement set forth in the above paragraph. Contractor will at all times during the terms of this Contract keep in force and effect the insurances listed below and such insurance policies must be issued by a company or companies rated A- VII or better by AM Best and authorized to do business in the State of Wisconsin with the following minimum limits of coverage;

Commercial General Liability *

Each Occurrence $1,000,000

General Aggregate $2,000,000

WISCONSIN PAGE 8 OF 20

Automobile Liability – Combined Single Limit * $1,000,000

Excess/Umbrella Liability – Each Occurrence and Aggregate Limits *

$1,000,000

Workers Compensation Statutory Limits

*Or such higher limits sufficient for these insurance policies to be scheduled under the Umbrella policy.

19.1.3. Property and Equipment Contractor shall purchase and maintain at its own discretion and expense, Property/Builder’s Risk/Installation Floater Insurance in an amount equal to the insurable value of the Contractor’s property, whether off site or in transit, to cover any equipment, tools, tangible personal property, and material/product to be installed. Contractor assumes all liability and risks, and agrees to waive all claims against Kenosha County, for damage to or loss of equipment, machinery, tools, supplies, material/product to be installed, and other tangible personal property owned or supplied by Contractor and utilized or intended to be utilized during the course of Contractor’s Work. Any insurance carried by Contractor covering such damage or loss shall be endorsed with a waiver of subrogation in favor of Kenosha County and shall name Kenosha County as Additional Insured. Any and all subcontractors agree to assume the same liabilities and risks as Contractor, and agree to name Kenosha County as Additional Insured on any such similar policies of insurance maintained by each of them.

19.1.4. Coverage afforded shall apply as primary with Kenosha County named as an additional insured on the commercial general, and excess/umbrella liability policies. Contractor shall give 30 days advance written notice of cancellation or non-renewal during the term of this Contract. An endorsement in favor of Kenosha County waiving the Contractor’s and its insurer’s rights of subrogation shall be issued with respect to the Commercial General Liability, Comprehensive Auto Liability, and Workers’ Compensation and Employers Liability policies. Evidence of this endorsement must be noted on the certificate of insurance.

19.1.5. Contractor shall not discontinue or change any of the above referenced liability insurance policies in effect during any part of this contract without buying “tail end” insurance to cover potential claims that may have occurred during the term of this agreement. Completed Operations and Products liability insurance shall be maintained for a period of 2-years after completion and acceptance of the Project by Contractor, or such longer period as may be reasonably required by Kenosha County. The hold harmless, indemnity and insurance provisions of this contract shall survive the termination of this contract and shall remain operative until the time that all potential claims or potential civil actions by the parties or by third parties shall expire under existing law.

19.1.6. Upon execution of this Contract, the Contractor shall furnish Kenosha County with a certificate of insurance, showing evidence of the above requirements. Certificate must be submitted to Kenosha County within four (4) business days after receipt of purchase order, execution of contract or other written authorization. If certificate is not submitted within four (4) business days, Kenosha County, at its sole discretion, may void the contract and award to the next low, responsive and responsible bidder.

19.2 BID BOND

WISCONSIN PAGE 9 OF 20

Bidder shall submit with their bid a cashier’s check or bid bond in the amount of five percent (5%) of the total bid price. Check or bid bonds shall be payable to Kenosha County. This check/bond shall be forfeited to the County if the awarded bidder fails to enter into a contract for the work awarded and file approved performance & payment bonds for the full amount of the contract price within ten (10) business days from date of award. Such bond shall be issued from a reliable surety company having a current A.M. Best rating of A- or better, licensed or otherwise authorized to do business in the State of Wisconsin and acceptable to Kenosha County.

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ATTACHMENT A SIGNATURE AND AUTHORITY AFFIDAVIT FORM

BIDDING COMPANY NAME: _________________________________________________________

FEIN (Federal Employer ID Number) OR Social Security # (if Sole Proprietorship)

Address: __________________________________________________________________________

City ____________________________ State ________ Zip + 4 _______________________

Number of years in Business _______

Name the person to contact for questions concerning this bid.

Name __________________________ Title ______________________________

Phone ( ) ______________________ Toll Free Phone ( ) __________________________

Fax ( ) ______________________ Email Address ___________________________

In signing this bid, we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a bid; that this bid has been independently arrived at without collusion with any other bidder, competitor or potential competitor; that this bid has not been knowingly disclosed prior to the opening of bids to any other bidder or competitor; that the above statement is accurate under penalty of perjury.

The undersigned, having familiarized themselves with the conditions affecting the cost of the work, having read completely the specifications, hereby proposes to perform everything required and to provide and furnish labor, materials, equipment, tools and all other services and supplies necessary to produce in a complete and workmanlike manner all of the materials or products described in the specifications relating to this Bid.

I further certify that I have carefully examined the bid documents and all terms herein, and site where the work is to be done and have no agreements to prevent the completion of said work.

Signature Title

Name (type or print) Date

This firm herby acknowledges receipt / review of the following addendum(s) (If any)

Addendum #_____ Addendum #_____Addendum #_____Addendum #_____

WISCONSIN PAGE 11 OF 20

ATTACHMENT B

BID OFFER FORM

MY MANUFACTURER MODEL TRIM MONTHLY RATE TOTAL PRICE

MID-SIZE SUV 4WD #1

MY MANUFACTURER MODEL TRIM MONTHLY RATE TOTAL PRICE

MID-SIZE SUV 4WD #2 (if different)

**Kenosha County will require State of WI title and registration to be performed by the awarded contractor. The fees of $169.50 (or current licensing costs) per vehicle will be included as a separate line on the official purchase order upon award. Do not included these costs in the monthly rate/total price.**

Lead time for delivery of SUVs is __________ days after receipt of purchase order

Product literature is included? Yes_____ No______

Warranty information is included? Yes_____ No______

Bid Bond is included (Required)? Yes_____ No______

Company:__________________________________________________________________________

Signature:__________________________________________________________________________

Printed Name:______________________________________________________________________

Title:______________________________________________________________________________

Kenosha County is exempt from Federal Excise and Wisconsin Sales Taxes, 77.54(9a)(b) WI Stats.

Kenosha County’s CES number is 008-1020421892-06.

WISCONSIN PAGE 12 OF 20

ATTACHMENT C

ETHICS COMPLIANCE NOTICE & ADDENDUM

PUBLIC NOTICE PERTAINING TO ALL REQUESTS FOR PROPOSALS AND BIDS REGARDING KENOSHA COUNTY

POLICY ON ETHICS IN GOVERNMENT

In addition to ethical standards set forth in Wisconsin Statutes Section 19.59 for all County employees and officials [either elected or appointed] Kenosha County has adopted an Ethics Policy that is applicable to County employees in conducting county business. That policy may be reviewed at http://www.kenoshacounty.org/DocumentCenter/Home/View/578

The Ethics Policy is intended to ensure that public trust in Kenosha County government is maintained and that decisions affecting the county and its citizens are made fairly and impartially for the benefit of all citizens and not for personal gain. This policy precludes:

• the misuse or misappropriation of County property or funds for personal use or otherwise,

• use or disclosure of confidential information for personal gain or otherwise,

• elimination of conflicts of interests, receipt of gifts or favors or other considerations of value by County employees,

• the use of the employee’s public position to influence or gain unlawful benefits or to influence or gain advantages or privileges for the employee,

• and the conducting of personal business or campaigning during working hours.

This policy, furthermore, requires employees to disclose and report to the proper authorities any violation of this policy by either other employees or by any nonemployee or citizen seeking to or aiding or abetting in efforts to circumvent this policy. Any employee failing to make such disclosure or report is subject to discipline.

Contracts with Kenosha County also require that any party contracting with Kenosha County also report any violation to either the District Attorney or Corporation Counsel for Kenosha County.

In addition, Wisconsin Statutes Sections, 946.12 involving misconduct in public office and 946.13 involving a private interest in a public contract are considered Class 1 felonies and activity considered in violation of these statutes will be reported to the Kenosha County Sheriff for investigation and the Kenosha County District

Attorney for prosecution.

In submitting a bid or proposal in response to a request for bids or proposals, a party must acknowledge both in this response as well as in any subsequent contract that:

1. The party has read this notice in its entirety, understands its content and agrees to be bound by the provisions herein, and

2. The party knows of no conflicts of interest or appearance of a conflict or appearance of an impropriety on the part of any current or former county official or employee who may have had a role on deciding which proposal or bid will be accepted, and

3. It is acknowledged that it is a crime under sec. 946.13 wis. stats., if any public official or employee shall, in his or her private capacity, negotiate or bid for or enter into a contract in which he or she has a private pecuniary interest, direct or indirect, if at the same time he or she is authorized or required by law to participate in his orher capacity as such officer or employee in the making of that contract or to http://www.kenoshacounty.org/DocumentCenter/Home/View/578

WISCONSIN PAGE 13 OF 20

perform in regard to that contract some official function requiring the exercise of discretion on his or her part, nor shall any official or employee, in his official capacity, participate in the making of a contract in which he or she has a private pecuniary interest, direct or indirect, or performs in regard to that contract some function requiring the exercise of discretion on his or her part. in the event wis.

stat, secs. 946.12 and 946.13 are violated, it is understood that this contract may be voided at the discretion of kenosha county.

4. Question pertaining to conflicts or appearance of an impropriety may be addressed to the office of the Kenosha County Corporation Counsel.

5. Violations are required to be reported, and

6. No attempt has been made by anyone on behalf of the party submitting the proposal or bid to directly or indirectly illegally influence the awarding of a contract by promise of or delivery of any consideration or any thing of value to a current or former county official or employee or family or household member of acurrent or former county official or employee, or in any other manner contrary to law, and

7. Kenosha County prohibits communication relative to this request for proposal or bid by a proposer or bidder with any county elected official or employee prior to the time an award has been made, except as provided for in this request for proposal or bid invitation. violation of this section is grounds for disqualification of the party's proposal.

8. Other than the county representative noted herein, no other employee or representative of Kenosha County is authorized to interpret any portion of the request for proposal or bid or give information as to the requirements of this request or amendment thereto. Bidders are instructed not to contact any other county department or employee regarding this proposal.

9. Written questions will be answered in writing to the proposer requesting a response. Proposer's questions and the county's responses will become a public record, and

10. The parties acknowledge that Kenosha County is a municipal corporation legally bound to comply with the wisconsin open meetings and public records law and that as such, unless otherwise allowed for by law, all aspects of this agreement are subject to open discussion and disclosure and are a matter of public record. It is furthermore agreed to that no party will take any action to obstruct the operation of these laws. If records are created or maintained or in the custody of the provider, as an independent contractor, they, along with the raw data used to create the record, are, nevertheless, public records. Within legal constraints related to confidentiality and privacy protection, such records must be made immediately available to the public upon request and in the format in which they were created. Provider agrees to hold the county harmless and to indemnify the county for all costs, fees, including all attorney fees and judgments and damages of whatever kind for which the county may be held liable due to the provider’s failure to comply with the Wisconsin public records and open meetings laws, or this agreement.

11. That any subsequent finding of a violation of the county’s ethics policy by any party or any agent of any party acting either alone or acting in concert with a current or former Kenosha County official or employee may result, at the sole option of Kenosha County, in any subsequent agreement being declared null and void and / or may result in the party violating this policy being debarred from submitting proposals, bids or contracting with Kenosha County for a specified period of time in the future.

WISCONSIN PAGE 14 OF 20

ETHICS COMPLIANCE ADDENDUM

It is agreed and understood by all parties to this contract that:

1. In addition to ethical standards set forth in Wisconsin Statutes section 19. 59 for all county employees and officials [either elected or appointed] Kenosha county has adopted an ethics policy that is applicable to county employees in conducting county business. That policy may be reviewed at http://www.kenoshacounty.org/DocumentCenter/Home/View/578. It is further understood that all county employees and officials [either elected or appointed] are prohibited from engaging in any criminal conduct contrary to Wisconsin Statutes sections 946.12 involving misconduct in public office and 946.13 involving a private interest in a public contract.

2. This ethics policy is intended to ensure that public trust in Kenosha county government is maintained and that decisions affecting the county and its citizens are made fairly and impartially for the benefit of all citizens and not for personal gain. This policy precludes the misuse or misappropriation of county property or funds for personal use or otherwise, use or disclosure of confidential information for personal gain or otherwise, elimination of conflicts of interests, receipt of gifts or favors or other considerations of value by county employees, the use of the employee’s public position to influence or gain unlawful benefits or to influence or gain advantages or privileges for the employee, and the conducting of personal business or campaigning during working hours.

3. This policy, furthermore, requires employees to disclose and report to the proper authorities any violation of this policy or State Statute by either other employees or by any non-employee or citizen seeking to or aiding or abetting in efforts to circumvent this policy. Any employee failing to make such disclosure or report is subject to discipline. This contract also requires that any party contracting with Kenosha County also report any such violation to either the District Attorney or Corporation Counsel for Kenosha County.

4. By executing this contract, each party certifies that it knows of no conflicts of interest or appearance of a conflict or appearance of an impropriety on the part of any current or former county official or employee who may have had a role on deciding which proposal or bid will be accepted, and

5. By executing this contract, each party certifies that no attempt has been made by anyone on behalf of the party submitting a proposal or bid to directly or indirectly illegally influence the awarding of a contract by promise of or delivery of any consideration or any thing of value to a current or former County official or employee or family or household member of a current or former County official or employee, or in any other manner contrary to law, and

6. The parties acknowledge that Kenosha County is a municipal corporation legally bound to comply with the Wisconsin Open Meetings and Public Records laws and that as such, unless otherwise allowed for by law, all aspects of this agreement are subject to open discussion and disclosure are a matter of public record. It is furthermore agreed to that no party will take any action to obstruct the operation of these laws. If records are created or maintained or in the custody of the provider, as an independent contractor, they, along with the raw data used to create the record, are, nevertheless, public records. Within legal constraints related to confidentiality and privacy protection, such records must be made immediately http://www.kenoshacounty.org/DocumentCenter/Home/View/578

WISCONSIN PAGE 15 OF 20

available to the public upon request and in the format in which they were created. Provider agrees to hold the County harmless and to indemnify the County for all costs, fees, including all attorney fees and judgments and damages of whatever kind for which the County may be held liable due to the provider’s failure to comply with the Wisconsin Public Records and Open Meetings laws.

7. That any subsequent finding of a violation of either the County’s ethics policy or Wisconsin Statutes sections, 19.59, 946.12 and 946.13 by any party or any agent of any party acting either alone or acting in concert with a current or former Kenosha County official or employee may result, at the sole option of Kenosha County, in this agreement being declared null and void and / or may result in the party violating this policy being debarred from submitting proposals, bids or contracting with Kenosha County for a specified period of time in the future.

DATED THIS DAY OF , 20 .

Authorized Signature

Print Name

Title

WISCONSIN PAGE 16 OF 20

ATTACHMENT D - STANDARD TERMS AND CONDITIONS

A. SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. Kenosha

County shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal.

B. ACCEPTANCE OF BID/PROPOSAL CONTENT: The contents of the bid/proposal of the successful bidder will become contractual obligations if procurement action ensues.

C. DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the bidder’s/proposer’s letterhead, signed, and attached to the request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications of this request and the bidders/proposers shall be bound to the provisions.

D. QUALITY: Unless otherwise indicated in the request, all material shall be first quality, new model, and newest model year. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by Kenosha

County.

E. DELIVERY: Deliveries shall be F.O.B. to the destination listed on the purchase order or contract. Title and risk of loss of goods shall not pass to the County until receipt and acceptance takes place at the FOB point. Contractor will be responsible to deliver to the destination shown on the purchase order, with inside delivery required at no additional charge to the County.

F. PRICING AND DISCOUNT:

a) Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration.

b) In determination of award, discounts for early payment will only be considered when all other conditions are equal and when payment terms allow at least thirty (30) days, providing the discount terms are deemed favorable. All payment terms must allow the option of net thirty (30).

c) Pricing errors, bids or proposals having any erasures or corrections must be initialed by the bidder/proposer in ink (preferably blue).

Corrections without the signee’s initials may be considered a no bid for that item.

d) Prices established in continuing agreements and term contracts may be lowered due to general market conditions.

G. UNFAIR SALES ACT: Prices quoted to Kenosha County are not governed by the Unfair Sales Act.

H. ACCEPTANCE-REJECTION: Kenosha County reserves the right to accept or reject any or all bids/proposals or to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal, as deemed to be in the best interests and sole discretion of Kenosha

County.

I. LATE BIDS: Bids/proposals must be date and time stamped by the Kenosha County Purchasing Division on or before the date and time that the bid is due. Any bid that is date and time stamped in another office may not be accepted by the Purchasing Division. Receipt of a bid/proposal by the County’s internal mail system does not constitute receipt of a bid/proposal by the Purchasing Division. The responsibility for submitting bids to the Kenosha County Purchasing Division on or before the stated time and date is solely that of the respondent.

J. METHOD OF AWARD: Bid awards shall be made to the lowest responsible, responsive bidder unless otherwise specified. Proposal awards will be made to the responsible offeror whose bid or proposal is most advantageous to the County of Kenosha, price and other factors considered. Award will be made by the County Purchasing Director (or designee).

K. PAYMENT TERMS AND INVOICING: Payments on this contract shall be made by check by Kenosha County upon satisfactory performance of service and submission of invoice to the County. Kenosha County usually will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

a) Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

b) A good faith dispute creates an exception to prompt payment.

L. TAXES: Kenosha County is exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

a) Kenosha County is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The County may be subject to other states' taxes on its purchases in that state depending on the laws of that state.

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M. GUARANTEED DELIVERY: Failure of the Contractor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the Contractor liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include Kenosha County’s administrative costs to retain such replacement.

N. TERMINATION FOR DEFAULT: Failure of the awardee to perform any of the provisions of this contract shall constitute a breach of contract, in which case, the County may require corrective action within ten days (10) from date of receipt of written notice citing the exact nature of such breach. Failure to take corrective action or failure to provide a written reply within the prescribed 10 days shall constitute a default of the contract. If defaulted, the Contractor shall be liable for liquidated damages, if any. Kenosha County reserves the right to enforce the performance of this contract in any manner prescribed by law in the event of breach or default of this contract, and may contract with another party with or without solicitation of bids/proposals or further negotiations. As a minimum, Contractor shall be required to pay any difference in the cost of securing the products or services covered by this contract, or compensate for any loss to the County should it become necessary to contract with another source because of this default, plus reasonable administrative costs, reasonable attorney’s fees, court cost and expenses.

O. TERMINATION FOR CONVENIENCE: Upon seven (7) calendar days written notice delivered by first class post paid United States Mail, to the address indicated in the proposal/bid, to the successful bidder/proposer, Kenosha County may without cause and without prejudice to any other right to remedy, terminate the agreement for Kenosha County’s convenience whenever Kenosha County determines that such termination is in the best interest of the County. Where the agreement is terminated for convenience of Kenosha County the notice of termination must state that the contract is being terminated to the convenience of Kenosha County under the termination clause and the extent of the termination.

Upon receipt of such notice, the Contractor shall promptly discontinue all work at the time and to the extent indicated on the notice of termination. The Contractor shall also terminate all outstanding sub-contractors and purchase orders to the extent that they relate to the terminated portion of the contract and refrain from placing further orders and subcontracts except, as they may be necessary and complete any continued portions of the work.

P. NON-APPROPRIATION OF FUNDS: Kenosha County states that it is our intent to make all payments required to be made under any agreement resulting from this bid or proposal. However, in the event Kenosha County’s legislative body, the Kenosha County Board of Supervisors, does not appropriate funds for the continuation of the agreement for any fiscal year after the first fiscal year, and it has no funds to continue the agreement from other sources, said agreement will be terminated without damages or cost for such termination.

Q. BACKGROUND CHECKS: All employees of the Contractor who service equipment or perform work in a County facility under this contract may be required to submit to a criminal records background check or security check on a case-by-case basis before allowed access to the facility. Contractor will be required to submit any requested identifying information for each technician, employee or subcontractor and must provide an updated list of technicians, employees or subcontractors to the Contract Manager whenever a change in staff occurs.

R. PUBLICITY RELEASES: Contractor agrees not to refer to award of this contract in commercial advertising in such a manner as to state or imply that the services provided are endorsed or preferred by Kenosha County. The Contractor shall not have the right to include the County's name in its published list of customers without prior written approval of Kenosha County. The Contractor further agrees not to publish, publicize, verbalize, print, tape, film, email, internet communication or any other electronic communication or cite in any form, any comments or quotes from County staff.

S. ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further, the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no other terms and conditions in any document, acceptance, acknowledgment, or invoice shall be effective or binding unless expressly agreed to in writing by Kenosha County.

Any attempt to alter or change the terms and conditions of the bid/proposal document without prior written authorization by Kenosha County shall be cause for termination of the contract at the discretion of the County.

T. APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin; venue shall be in

Kenosha County. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, rules and regulations. Kenosha County also reserves the right to cancel this contract if the County learns the contractor is debarred from a local governmental entity, the State of Wisconsin or federally debarred contractor or a contractor that is presently identified on the list of parties excluded from local or federal procurement and non-procurement contracts.

U. ANTITRUST COMPLIANCE: Those parties contracting with the County, or submitting bids under this Invitation to Bid, certify that with respect to all aspects of this bid and any subsequent agreement they have complied and will comply with all Federal and State Anti-Trust and

Restraint of Trade laws and regulations. FURTHERMORE, said party agrees to defend and hold harmless the County of Kenosha against any claims to the contrary.

V. ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of Kenosha County.

W. PATENT, COPYRIGHT, TRADEMARK OR SOFTWARE LICENSE INFRINGEMENT: The contractor selling to Kenosha County the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent, copyright, trademark or software license. The contractor covenants that it will at its own expense defend every suit which shall be brought against Kenosha County (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent, copyright, trademark or software license by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and judgments, orders reasonable expenses, reasonable attorney fees in defense of such actions, in any such suit.

X. SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to Kenosha County must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards. The equipment or chemicals you would supply to Kenosha County must comply with all requirements and standards as specified by the Occupational Safety and Health

Administration and Wisconsin Department of Commerce. All guards and protectors as well as appropriate markings must be in place before

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delivery. Items not meeting current regulatory specifications will be refused. The supplier may be required to provide training to County employees in the operation and handling of the item and its maintenance, at the supplier’s expense and at the convenience of the County.

Y. WARRANTY: The equipment manufacturer's standard warranty shall also apply as a minimum warranty and must be honored by the contractor. If there are no standard manufacturer’s warranties and unless otherwise specifically stated by the bidder/proposer, equipment, materials, products purchased as a result of this request shall be warranted against defects by the bidder/proposer for a minimum of one (1) year from date of receipt.

Z. PUBLIC RECORD LAW COMPLIANCE: It is the intention of Kenosha County to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid / proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract.

a) The Parties acknowledge that Kenosha County is a municipal corporation legally bound to comply with the Wisconsin Public Records

Law and Open Meetings Law (see sections 19.32-19.39 & 19.81-19.98, Wis. Statutes) and that, unless otherwise clearly allowed by law to be an exception to the Public Record Law and confidential, all aspects of this agreement are subject to open disclosure and are a matter of public record. It is further agreed to that neither party will take any action to obstruct the operation of these laws. To comply with any request under said Public Record Law, the provider/contractor herein shall produce copies of all materials gathered or produced or modified pursuant to this contract to Kenosha County, in their original (i.e., electronic or digital, etc.) format at actual cost of reproduction, without profit. According to Wisconsin case law, even if records are created or maintained by, or in the custody of, the provider as an independent contractor, they, along with the raw data used to create the record, are nevertheless public records that must be made available to the public within a reasonable time and without delay upon request by any person, and in the format in which they were created. Provider/contractor agrees to hold Kenosha County, its agents, officials and employees harmless and to indemnify them and

Kenosha County for all costs, fees, including all reasonable attorney fees and expense of all kinds, and any judgments, orders, injunctions, writs of mandamus, and damages or expense of whatever kind for which Kenosha County or it agents , officials or employees may expend or be held liable due to the Provider/contractor ’s failure to comply with the Wisconsin Public Records and Open Meetings laws, or with this agreement.

b) Any Public Record Law request received directly by a contractor related to this contract with Kenosha County shall immediately be reported to the contract manager for the County.

AA. PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request or a contract, must be clearly stated in the bid/proposal or contract itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin Public Records Law. Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

a) Data contained in a bid / proposal, all documentation…