3-Specifications.pdf

RUSH TRUCK CENTERS OF FLORIDA INC. dba RUSH TRUCK CENTER, TAMPA

MAINTENANCE, REPAIR, AND PARTS SUPPLY SERVICES

SCOPE OF SERVICE

The Fleet Management Department (FMD) seeks to establish a Contract with Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa (“Rush” or “Contractor”) to provide ongoing and as-needed maintenance, repairs, and supply of Original Equipment Manufacturer (OEM) parts services for the County’s heavy-duty Peterbilt trucks. The initial Contract term shall be for a period of two (2) years from the effective date of the agreement, with a total Contract funding of, $500,576.00. The total Contract amount is based on estimated needs. The County reserves the right to modify the Contract value based on operational needs, funding availability, or changes in service requirements, with mutual agreement and proper documentation.

PURPOSE

The purpose of this Contract is to establish the terms and conditions under which Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa shall provide ongoing and as-needed maintenance, repairs, and supply of OEM parts services to support the continued performance and reliability of the County’s heavy-duty Peterbilt trucks. These services are essential to maintain operational readiness, extend equipment lifespan, and ensure safe and efficient performance across the County departments that rely on these trucks.

FLEET LOCATIONS

This Fleet locations list is subject to change by the Contract Manager or Project Manager at any time during the term of this Contract. Revision of this list will not require formal Contract modification. The Contract Manager or Project Manager shall notify the Contractor by way of e-mail or verbally regarding any changes to this list. The locations designated to receive services hereunder are:

Fleet Central/Headquarters - 410 South 78th Street, Tampa, FL 33619 Fleet West County Satellite Unit 2 - 9815 Sheldon Road, Tampa, FL 33635 Fleet South County Satellite Unit 3 - 10751 Rhodine, Road, Riverview, FL 33579 Fleet East County Satellite Unit 4 - 14081 Sydney Road, Dover, FL 33527 Fleet Fire Rescue Unit 5 - 9430 E. Columbus Drive, Tampa, FL 33619

COUNTY STANDARD PURCHASE ORDER TERMS AND CONDITIONS

The County’s Standard Purchase Order, (SPO) Terms and Conditions, attached hereto as Exhibit A (“Standard Terms and Conditions”), are hereby incorporated by reference and made a part of this Contract as if fully set forth herein. The Contractor acknowledges receipt of or access to said Terms and Conditions and agrees to comply with all applicable provisions. In the event of a conflict between the provisions of this Contract and the SPO Terms and Conditions, the County’s Standard Terms and Conditions shall govern, except as otherwise required by law.

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DEFINITIONS

For this Contract, the following terms shall be defined as follows:

1. Heavy-Duty Trucks – Any trucks, vehicles, or equipment maintained by the County for operational or emergency purposes, including but not limited to Peterbilt.

2. OEM Parts – Original Equipment Manufacturer (OEM) parts, components, and materials that meet the original design, performance, and safety specifications.

3. Preventive Maintenance – Scheduled maintenance tasks designed to keep heavy-duty trucks and related equipment in optimal working condition.

4. Corrective Repairs – Repairs performed in response to equipment malfunction or failure, involving the restoration or replacement of components.

5. Parts Supply – Provision of OEM or approved equivalent parts, components, or materials including inventory management and warranty handling.

6. Quality Control – The process by which the Contractor ensures that all services meet required standards, specifications, and performance expectations through inspections, monitoring, and corrective actions as needed.

7. Sublet Vendors – A third-party entity, approved in writing by the County, to whom the Contractor may delegate specialized services or tasks that cannot be performed in-house.

8. Emergencies – Unforeseen events that require immediate attention or response to prevent further damage, system failure, or loss of operational functionality. This includes, but is not limited to, situations like equipment breakdowns, system failures, or natural disasters such as hurricanes, where the immediate restoration of service is necessary to maintain critical operations.

9. Contractor – The company, or entity performing the services specified under this Contract.

10. County – The governmental entity referred to as the FMD (Fleet Management Department) within this Contract

11. Remedies – The rights and actions available to the County in the event of the Contractor's breach or failure to perform under this Contract. These actions are available to the County as per the terms outlined in this Contract for non-performance, failure to meet standards, or other contractual violations.

12. Central Florida – For purposes of the contract, it is including the following Counties:

Hillsborough, Pasco, Orange, Brevard, Seminole, Volusia, Osceola, Lake, Marion, Sumter, Pinellas, Manatee, Polk, Pasco, Hernando, and Citrus.

MINIMUM REQUIREMENTS

Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa shall provide comprehensive maintenance, repair, and OEM parts supply services or those approved as equivalent by the County for the County’s heavy-duty Peterbilt trucks. These services shall be performed on a scheduled and as-needed basis to ensure safe, efficient, and reliable operation. The services shall include, but not be limited to, preventive maintenance, corrective repairs, parts supply, and quality control.

PREVENTIVE MAINTENANCE

Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa shall perform scheduled preventive maintenance in accordance with manufacturer guidelines to ensure the continued operational integrity and longevity of the County’s heavy-duty Peterbilt trucks. Preventive maintenance shall be mutually agreed upon by the County and the Contractor. The Contractor shall perform, at a minimum, the following preventive maintenance tasks:

Inspection of engine, hydraulic, and drive components Battery testing and terminal cleaning Tire inspection, including tread depth and pressure Fluid level checks and replacement Functional testing of electrical systems, lighting, sensors, gauges, and controls.

CORRECTIVE REPAIRS

Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa shall perform corrective repairs to address operational deficiencies, mechanical failures, or safety concerns for all heavy-duty Peterbilt trucks. Corrective repairs shall be performed upon the County's request and as necessary to maintain functionality. The Contractor shall provide corrective repair services that include, but are not limited to, the following:

Diagnostics and troubleshooting Repair or replacement of failed or worn components Complete disassembly and reassembly of components according to OEM specifications Post-repair testing for functionality and safety

PARTS SUPPLY

Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa shall supply and install parts or approved equivalent parts required for the maintenance, repair, and operation of the heavy-duty Peterbilt trucks. The Contractor is responsible for ensuring the availability of all parts necessary to minimize downtime and keep equipment operational. The Contractor shall ensure the supply and delivery of parts as follows:

Procurement and prompt delivery of OEM parts or approved equivalent parts.

Maintain an inventory of critical parts for high-usage vehicles.

All parts supplied shall be covered under manufacturer warranty, with terms provided to the County.

QUALITY CONTROL

Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa shall maintain and apply effective quality control procedures to ensure that all services performed under this Contract are completed accurately, safely, and in accordance with manufacturer specifications and industry standards. The County reserves the right to conduct periodic reviews, including inspections and documentation checks, to verify that work is being performed correctly and consistently. Any deficiencies identified through these quality control measures must be promptly corrected at no additional cost to the County. Repeated or unresolved deficiencies may result in documentation of non-performance and potential Contract remedies.

MANUFACTURER REQUIREMENT

Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa must be an authorized service provider for the County’s heavy-duty Peterbilt trucks. The Contractor must:

Employ factory trained technicians with relevant certifications Perform services in-house or through approved sublet vendors as necessary Maintain all required qualifications and certifications Provide documentation of service authorization before contract execution

LOCAL REPAIR FACILITIES

Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa shall maintain repair facilities within a reasonable proximity to the County’s operational locations to facilitate timely repairs and minimize vehicle downtime. The Contractor shall maintain repair facilities that are reasonably located within the County’s service area to ensure that all services and repairs can be performed in a timely manner. The Contractor shall be responsible for ensuring that their facilities are adequately equipped to handle all necessary repairs and services as outlined in this Contract. Facilities must be:

Properly equipped for maintenance and repair services Staffed by trained personnel during standard business hours and after-hours (if applicable)

TYPES OF EQUIPMENT

Rush Truck Centers of Florida, Inc. dba Rush Truck Center, Tampa agrees to perform all necessary preventive maintenance, corrective repairs, and OEM or equivalent parts supply for the heavy-duty Peterbilt trucks. In addition, Rush may perform additional services or work on additional assets during the Contract term as may be mutually agreed upon in writing by the parties. These services shall be performed in accordance with the manufacturer's specifications and the industry’s best practices to ensure the optimal performance and longevity of equipment. Services shall follow manufacturer specifications and industry best practices to ensure optimal performance and longevity. The Contractor shall provide maintenance, repairs, and parts supply services for the various types of heavy-duty Peterbilt trucks.

AUTHORIZED BRANDS

The Contractor shall be capable of providing service, maintenance, and repairs on a variety of heavy-duty Peterbilt trucks in use by the County. All substitutions are subject to County review and written approval prior to procurement and/or installation.

GEOGRAPHIC PROXIMITY

To ensure timely response and service delivery, the Contractor shall maintain a physical business presence within Central Florida. This presence must include sufficient personnel, equipment, and logistical capacity to respond to service requests in accordance with the response times and performance standards set forth in this Contract. The County shall not be responsible for delays in performance attributable to the Contractor’s failure to maintain adequate proximity or staffing. Noncompliance with the geographic proximity requirements set forth in this clause shall constitute a material breach of contract and may result in corrective action, including but not limited to issuance of a cure notice or termination for cause.

QUALIFICATIONS AND CERTIFICATIONS

The Contractor shall maintain all certifications and qualifications necessary to perform services in compliance with laws, regulations, and industry standards. The Contractor shall be a dealer or service provide for the County’s heavy-duty Peterbilt trucks. Evidence of current certifications must be provided to the County prior to work commencement.

TRAINING

The Contractor may, at its discretion, offer optional training for the County’s personnel on the operation, maintenance, and troubleshooting of the County’s heavy-duty Peterbilt trucks. Such training may be provided either on-site or off-site, as available, and shall be offered at a cost to the County, if applicable. The Contractor shall submit a detailed proposal, including the scope, schedule, and associated costs of any training services upon the County's request.

Participation in any training provided by the Contractor shall be voluntary and not a requirement under this Contract.

MINIMUM PERFORMANCE MEASURES

The Contractor is contractually obligated to meet the following performance measures to ensure the timely, efficient, and effective execution of services under this Contract. Failure to comply with these performance standards may result in termination of this Contract by the County.

Service Hours: Services shall be performed Monday–Friday, 7:00 AM – 7:00 PM (Eastern Standard Time), excluding County holidays and weekends.

Repair Turnaround: Rush shall endeavor to complete repairs within ten (10) business days after receipt of the SPO, unless otherwise mutually agreed in advance. Rush agrees that in the event it becomes aware of any delays in completion of any repairs, it will promptly notify the County and will work in good faith to resolve such delays as quickly as possible.

Response Time, Standard Hours: The Contractor shall respond to all non-emergency service requests within one (1) business day during normal business hours (Monday–Friday, 7:00 AM – 5:30 PM, Eastern Standard Time), excluding County holidays and weekends.

Response Time, Emergencies and After-Hours (If applicable): For all service requests received outside of normal business hours, the Contractor must acknowledge the initial request and respond by 8:00 AM the following business day. A response includes confirmation of receipt and coordination of next steps with the County.

For all emergency service requests, the Contractor shall acknowledge the initial request within three (3) hours of email and/or phone notification. This acknowledgement must be followed up by an email and/or phone call to confirm receipt of the request. The Contractor is then required to arrive on-site within three (3) hours of the initial request, unless an alternative timeframe is pre-approved by the County.

These emergency service response requirements apply during all hours, including after-hour periods. After hours are defined as Monday through Friday from 5:31 P.M. to 6:59 A.M.

(Eastern Time), and all-day Saturday and Sunday from 12:00 A.M. to 11:59 P.M.

This clause shall apply only when emergency or after-hours response is relevant to the services covered under this Contract. If emergency response is not applicable to the scope of services, this clause shall not impose additional obligations on the Contractor.

Emergency Services (If applicable): Emergency service requests shall be responded to within three (3) hours of notification. For severe weather events, the County and Contractor will agree on adjusted time frames based on urgency.

Trip Charge (If applicable): The trip charge shall be a flat rate and shall include all costs related to travel, mileage, and associated expenses. When servicing multiple units or assets at the same location during the same visit the Contractor shall assess only one (1) trip charge to the County.

WARRANTY AND SERVICE GUARANTEE

The Contractor shall process all warranty claims directly with the manufacturer, eliminating the need for the County to pay for warranty repairs. All parts are warranted per manufacturer specifications for a minimum of one year, and all workmanship is warranted for a minimum of ninety days after service completion. The Contractor is not responsible for damage caused by misuse, neglect. See Section 22. WARRANTY in the Terms and Conditions attached hereto.

Warranty Process: The Contractor shall handle all warranty claims directly with the manufacturers and provide necessary warranty repairs at no additional cost to the County.

USE OF COUNTY-AUTHORIZED PARTS SUPPLIER

In the event the Contractor is unable to source the required parts through their own supply channels, the Contractor may, with prior approval from the County, obtain the necessary part(s) through the County’s Vehicle and Equipment Parts Management and Supply Vendor.

The Contractor shall only charge the County for labor associated with the installation or service plus the cost of the parts obtained by Rush. No markup shall be applied for the part itself when obtained through the County’s supplier. This option is intended to prevent service delays and ensure continuity of operations. All parts procured through the County’s vendor must be properly documented and invoiced in accordance with County procedures. This provision is intended solely to ensure service continuity and shall not substitute the Contractor’s responsibility to maintain access to authorized parts.

SUBCONTRACTING

The Contractor shall not subcontract, assign, or delegate any portion of the services or obligations under this Contract without the prior written consent of the County. All work shall be performed in-house by the Contractor’s own employees, utilizing the Contractor’s own equipment, tools, and facilities.

The use of third-party vendors, subcontractors, temporary labor providers, or any external entities to perform any portion of the work is strictly prohibited unless expressly authorized in advance and in writing by the County. The County reserves the right to review and approve or deny any subcontractor or third-party vendor proposed for such services. Unauthorized subcontracting shall constitute a material breach of this Contract and may result in termination for cause, withholding of payment, or other remedies available to the County.

COMMUNICATION

The Contractor shall maintain effective, timely, and continuous communication with the County throughout the term of this Contract. A qualified point of contact (POC), based in Central Florida, shall be designated by the Contractor to serve as the primary liaison and must be authorized to respond to service requests, provide updates, and make decisions.

The Contractor’s POC shall be accessible during normal business hours and available by phone and email within two (2) hours for emergencies. Similarly, the County shall assign a POC to ensure open communication between both parties. All service requests, updates, and emergency notices shall be communicated via phone, email, or other agreed-upon methods.

Email will be the preferred method for non-emergencies, with responses expected within one

(1) business day.

The Contractor shall provide regular updates on services, attend required meetings or site visits, and promptly report any issues affecting performance or compliance. Written records of all communications, including emails, phone logs, and reports, must be maintained and made available to the County upon request. Failure to meet communication requirements—including responsiveness, reporting, or availability—shall be considered a material breach of Contract and may result in corrective action, including withholding of payment, cure notices, or termination for cause.

REMEDIES AND FINANCIAL CONSEQUENCES FOR FAILURE TO PROVIDE SERVICE

In the event the Contractor fails to perform any required service under this Contract, including but not limited to timely repairs, maintenance, or other services, and such failure constitutes a material breach, the County shall provide Rush written notice specifying the breach. If Rush fails to cure the material breach within thirty (30) days following receipt of written notice, the County may terminate this Contract on written notice and exercise any and all remedies available to it under this Contract or applicable law. All remedies are cumulative and non-exclusive; the exercise of any one remedy shall not preclude the County from exercising any other rights or remedies available under this Contract or applicable law.

Dispute Resolution: In the event of a dispute arising under this Contract, the parties agree to first attempt to resolve the matter through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, the Contract will be subject to termination proceedings by the County.

POST AWARD CONFERENCE

Following contract award and prior to the issuance of any work authorizations, the Contractor shall attend a post-award conference with representatives of the County’s Fleet Management Department (FMD). The purpose of this conference shall be to review contract requirements, establish points of contact, confirm operational procedures, and address any questions or concerns related to the execution of the Contract.

MODIFICATIONS

No amendment or modification to this Agreement shall be valid or enforceable unless it is in writing, approved by the Board of County Commissioners, and executed by both the Board and the Contractor’s authorized signatory. Modifications may include, but are not limited to, changes in the scope of services, contract value, term, or any other material provision. All such modifications must be executed as a formal written amendment to this Agreement.

However, adjustments to the contract value or budget line items may be permitted without a formal written amendment if such changes are within the approved contract limits and the Board of County Commissioners has expressly authorized the Procurement Services Department to implement the adjustments administratively. In such cases, written documentation of the Board’s authorization shall be maintained by the County and shall serve as sufficient approval for the change. No verbal agreements or informal communications shall alter or supersede the terms of this Agreement.

INVOICING

The Contractor shall provide a written quote for all requested work prior to performing any services. The quote must include a detailed description of the scope of work, itemized costs, and estimated totals. No work shall begin without prior written approval from the County based on the submitted quote.

Following quote approval and prior to performing the work or submitting any invoice for payment, the Contractor shall provide the County with a pro forma invoice. A pro forma invoice is a non-binding, preliminary billing document that outlines the anticipated scope of work, itemized pricing, and estimated total cost for the upcoming services or deliverables. It is intended solely for County review and approval and does not constitute a formal request for payment. No final invoice shall be submitted until the work described in the approved pro forma invoice has been completed and verified by the County.

Within two (2) business days of work completion and Contractor’s receipt of the County’s purchase order for the work , the Contractor shall provide a proper invoice for payment processing. A proper invoice must reference the approved pro forma and include all supporting documentation confirming satisfactory performance, such as delivery confirmations, service logs, and inspection signoffs. The County reserves the right to reject or delay payment for any invoice not preceded by a pro forma invoice, submitted prior to work verification, or lacking the required documentation.

If the County determines that an invoice contains errors, it will be returned to the Contractor for correction. The Contractor shall correct and resubmit the invoice within two (2) business days to ensure prompt payment and continued contract compliance. All final invoices shall be approved by the County prior to electronic submission and shall be submitted as follows:

Final invoice copy to the County upon work completion Original invoice submitted via email to:

BOCCInvoices@hcfl.gov Countyfinanceinvoices@hillsclerk.com and;

Fleetserviceadvisors@hcfl.gov (For invoice processing only)

Exhibit A

Standard Terms and Conditions

See Attached

HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS

Standard Purchase Order Terms and Conditions

The vendor, in accepting this purchase order, agrees to and shall be bound by all of the following terms and conditions:

1. The content and conditions of this purchase order may not be verbally modified. Any changes must be in writing and approved by the Director of Procurement. If these conditions are not acceptable, please notify the contact listed on the order before shipping the items or delivering services. If prices are higher than specified, do not ship without prior written approval from the Director of Procurement.

2. All invoices, packing lists and packages must include the purchase order number (located on the upper right corner of the purchase order). The vendor must provide a proper invoice by which payment will be processed. In accordance with §218.76(1), Fla. Stat., if an invoice is subsequently determined to be improper, it shall be returned to the vendor.

Proper invoices must include:

▪ Original invoice.

▪ Vendor’s name and address.

▪ Vendor’s “remit to” address.

▪ Invoice date.

▪ Invoice number.

▪ Invoice must be billed to “BOCC Hillsborough County Florida.”

▪ Correct purchase order number.

▪ Description of goods/services purchases.

▪ Correct unit price (not to exceed four [4] decimal places), extended price, and total amount due.

▪ Shipping date.

▪ County department name and/or delivery contact named on the purchase order.

▪ Conformance to all other requirements specified in the corresponding contract/agreement.

3. All original invoices for goods and services must be emailed to BOCCInvoices@HCFL.gov and

CountyFinanceInvoices@HillsClerk.com. Additionally, a representative from the requesting County department and/or County department project manager may be copied on the email.

4. Payments will be made upon receipt of a proper invoice in accordance with Florida’s Local Government Prompt

Payment Act, Chapter 218, Part VII, Florida Statutes. The following payment options are available:

Method Source Fee Remittance/Notice

ACH

(Direct Deposit)1 Electronic (Bank) None Email (Invoice # & Amount)

Check Paper None Stub (Invoice # & Amount)

1Vendor’s bank account information will remain confidential to the extent provided by law and necessary to make ACH payments via direct deposit. Please visit https://HCFL.gov/Vendors for the ACH enrollment form.

5. Materials rejected by the County will be returned to the vendor at the vendor's risk and expense. The County shall not be liable or otherwise responsible for any re-stocking charges unless prior written approval has been provided by the Director of Procurement.

6. Acceptance by the vendor of this order includes acceptance of all items, conditions, prices, delivery instructions and specifications as shown on the order or attached to or referred to, and which are made a part hereof by reference, as fully and to the same extent as if copied at length herein. In the event of a conflict or discrepancy between this purchase order and any referenced contract document, if one exists, the contract document shall govern. The vendor may not unilaterally modify the terms of this purchase order by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, “shrink wrap” terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the vendor’s order or fiscal forms or other documents forwarded by the vendor for payment. The County’s acceptance of product or processing of documentation on forms furnished by the vendor for approval or payment shall not constitute acceptance of the proposed modification to the terms and conditions of this purchase order.

7. If this purchase order is a call or release order against a Blanket Purchase Agreement (BPA) or Contract Purchase

Agreement (CPA), all terms and conditions of the subject purchase agreement and this purchase order shall apply to the order. The purchase order number, not the purchase agreement number, must be on the invoice.

8. All shipments by the vendor must be F.O.B Destination, unless otherwise authorized in writing by the Director of

Procurement. Any F.O.B. Shipping Point freight charges shall be prepaid and added to the invoice and with a copy of the freight bill attached. The County will not accept collect shipments. All stated delivery times are of the essence.

9. In accordance with law, the County reserves the right to cancel all or part of this purchase order prior to acceptance of the goods or services, provided that if the County cancels a purchase order for nonstandard or “special order” parts/services, the County agrees to reimburse vendor for any cancellation/restocking fees charged to vendor by its suppliers.

10. Vendors are expected to satisfy all purchase orders in one shipment unless otherwise stipulated in the subject solicitation, award, or authorized by the Director of Procurement in writing. Excessive and unauthorized partial shipments may result in vendor debarment or prohibition from doing business with the County.

11. Vendors are not authorized to deliver any goods or services which are not covered by this purchase order. The

County accepts no responsibility and is not obligated to render payment for purchases that are not covered by a duly-issued purchase order or specifically authorized by the Director of Procurement or County Administrator. Vendors violating this condition may be subject to debarment or prohibition from doing business with the County in accordance with the County's Procurement Policies and such vendors may forfeit their right to compensation for such deliveries.

12. INDEMNIFICATION (PATENT OR COPYRIGHT): The vendor shall indemnify and hold harmless, and defend the County and the Board of County Commissioners, their agents and employees, and anyone directly or indirectly employed by either of them, from and against all liabilities, damages, claims, demands or actions at law or in equity, including court costs and attorney's fees that may hereafter at any time be made or be brought by a third party arising out of any infringement of patent rights or copyrights held by others or for the disclosure or improper utilization of any trade secrets by vendor during or after completion of the Work. These obligations shall survive acceptance of any goods and/or services and payment therefore by the County.

13. INDEMNIFICATION (GENERAL LIABILITY): The vendor shall indemnify, hold harmless, and defend the

County and the Board of County Commissioners, their agents and employees, and anyone directly or indirectly employed by either of them, from and against any and all liabilities, losses, claims, damages, demands, expenses or actions, either at law or in equity, including court costs and attorneys' fees, that may hereafter at any time be made or brought by a third party on account of personal injury, property damage, loss of monies, or other loss, to the extent caused by or arising from any negligent, wrongful, or intentional act or omission, or based on any action of fraud or defalcation by the vendor, or anyone performing any act required of vendor in connection with performance of the Contract awarded pursuant to this order (“Third Party Claim”). Vendor shall have sole control over the defense and settlement of any Third Party Claim, and the County agrees to reasonably cooperate with vendor in such defense and settlement. The County may participate in the defense of the claim at its own expense. These obligations shall survive acceptance of any goods and/or services and payment therefore by the County.

14. INDEMNIFICATION (GENERAL LIABILITY—GOVERNMENTAL AGENCY-VENDORS ONLY): The

County and governmental agency-vendor shall each be liable to the extent permitted by §768.28, Fla. Stat., for the negligent acts, or omissions of their respective officers, employees and agents. Nothing in the foregoing shall be construed as a waiver of sovereign immunity or as consent to be sued by either the County or the governmental agency-vendor.

15. Any dispute or contractual right regarding this purchase order shall be governed by Florida Law. In the event of a lawsuit by the vendor the venue of such lawsuit shall be in Hillsborough County, Florida and the vendor waives whatever rights it has in the selection of venue.

16. LAWS, REGULATIONS, PERMITS & LICENSES: The vendor is advised that all applicable Federal and State laws, municipal and County ordinances, and the rules and regulations of all authorities having jurisdiction over any part of the goods and/or services provided pursuant to this purchase order/contract shall be deemed to be a part of this purchase order/contract; and vendor represents and warrants that it is in compliance with such laws, rules and regulations. The vendor shall have in its possession any applicable permits, licenses, etc. that may be required by Federal, State, County, or local law to furnish the goods and/or services under the scope of this purchase order. The vendor shall be in compliance with all zoning and other ordinances in the performance of the awarded contract.

17. NON-DISCRIMINATION: The vendor shall comply with the requirements of all applicable federal, state and local laws prohibiting discrimination and the rules, regulations, policies, and executive orders promulgated thereunder, all of which are incorporated herein by reference.

18. The vendor shall keep adequate records and supporting documentation applicable to this contractual matter. Said records and documentation will be retained by the vendor for a minimum of six (6) years from the date of termination of this Contract. The County and its authorized agents shall have the right to audit, inspect and copy all such records and documentation as often as the County deems necessary during the period of this contract and during the period of six (6) years thereafter. This six (6) year time period will be extended until audit findings are issued if an audit is initiated during the six (6) year period. Such activity shall be conducted only during normal business hours. The County, during the period of time expressed by the preceding sentence, shall also have the right to obtain a copy of and otherwise inspect any audit made at the direction of the vendor as concerns the aforesaid records and documentation.

19. TAXES: Counties are exempt from Federal Taxes on transportation charges and any Federal Excise Tax (No. 59-

6000661). If you are to prepay charges, do not pay tax as County will not reimburse you for taxes paid. The County’s Consumers Certificate of Exemption Number is #85-8012622015C-2, effective 11/30/19.

20. Questions concerning delivery of this order should be directed to the department contact shown on the order. For other questions regarding this order, please contact the Procurement Services Department at P.O. Box 1110, 601 E.

Kennedy Blvd., 25th Floor, Tampa, FL 33601, ProcurementServices@HCFL.gov, or (813) 272-5790. Please visit https://HCFL.gov/Vendors to view or download the County’s Procurement Policy and Procedures Manual.

21. RISK OF LOSS; LIMITATION OF LIABILITY: For goods sold to the County by the vendor, until acceptance, risk of loss or damage for the goods shall remain with the vendor except to the extent loss or damage to the goods is caused by the County. With respect to County property under the care, custody or control of vendor, vendor will be responsible for loss or damage to the County property to the extent caused by the negligence or intentional misconduct of vendor. The vendor shall be responsible for filing, processing, and collecting all damage claims for which it is responsible. When the County rejects a product, the vendor shall remove it from the premises within ten

(10) days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non-conforming product shall remain with the vendor. Rejected product not removed by the vendor within ten (10) days shall be deemed abandoned by the vendor, and the County shall have the right to dispose of it as its own property. The vendor shall reimburse the County for costs and expenses incurred in storing or effecting removal or disposition of rejected product. In no event shall either party, or its officers, directors, employees, agents, representatives, successors, and assigns, be liable to the other party for any special, indirect, incidental or consequential damages whatsoever, whether in contract or tort (including negligence or strict liability), including loss of use of or under-utilization of labor or facilities, loss of revenue or anticipated profits, arising out of, in connection with, or relating to this Agreement.

22. WARRANTY: Vendor warrants that all services performed by Vendor, including repair, maintenance and installation services (“Services”), will be performed in a good and workmanlike manner in accordance with industry standards (“Services Warranty”). The Services Warranty is valid for a period of ninety (90) days from the date the Service is completed by Vendor. The County’s sole and exclusive remedy, and vendor’s entire liability, under the Services Warranty is the repair of any nonconforming portion of the Services. RUSH PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS SERVICES. Any warranties on any parts, components, accessories or materials sold to the County or otherwise provided in conjunction with the Services (“Parts”) are limited only to those written warranties provided by the applicable Part’s manufacturer. EXCEPT FOR

ANY SUCH WARRANTIES MADE BY MANUFACTURERS, THE PARTS ARE SOLD WITHOUT ANY

OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS EXPRESSLY

DISCLAIMED.

23. FISCAL NON-FUNDING CLAUSE: This purchase order is subject to funding availability. In the event sufficient budget funds to fund this purchase order become reduced or unavailable, the County shall notify the vendor of such occurrence, and the County may terminate this purchase order, without penalty or expense to the County, upon no less than twenty-four (24) hours written notice to the vendor. The County shall be the final authority as to the availability of funds and how available funds will be allotted. If this purchase order is funded in whole or in part by federal or state dollars which are reduced or become unavailable, the County shall notify the vendor of such occurrence and the County may terminate this purchase order, without penalty or expense to the County, upon no less than twenty-four (24) hours written notice to the vendor.

24. ACCESS TO RECORDS: If applicable, vendor shall comply with the requirements of Chapter 119, Florida Statutes, with respect to any documents, papers, and records made or received by vendor in connection with this purchase order.

25. REIMBURSEMENT OF TRAVEL EXPENSES: Travel expenses, if applicable, shall be paid pursuant to the provision of §112.061, Florida Statutes.

26. LEGALLY REQUIRED STATEMENT AND PROVISIONS REGARDING ACCESS TO RECORDS -

APPLICABLE TO SERVICES CONTRACTS ONLY

The parties acknowledge and agree that the statement and provisions below are required by Florida Statute to be included in contracts for services. The inclusion of this statement and provisions below shall not be construed to imply that the vendor has been delegated any governmental decision-making authority, governmental responsibility or governmental function or that the vendor is acting on behalf of the County as provided under Section 119.011(2), Florida Statutes, or that the statement or provisions are otherwise applicable to the vendor. As stated below, the vendor may contact the County's Custodian of Public Records with questions regarding the application of the Public Records Law; however, the vendor is advised to seek independent legal counsel as to its legal obligations. The County cannot provide the vendor advice regarding its legal rights or obligations.

IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA

STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS

CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

a) Scott Stromer 813-272-5790,

b) StromerS@HCFL.gov,

c) Procurement Services, 601 E. Kennedy Blvd., 25th Floor, Tampa, Florida 33602.

If under this purchase order/contract, the vendor is providing services and acting on behalf of the County as provided under Section 119.011(2), Florida Statutes, the vendor will comply with public records law, and agrees to:

a) Keep and maintain public records required by the County to perform the services.

b) Upon request from the County's custodian of public records, provide the County 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 Chapter 119, Florida Statutes, 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 purchase order/contract term and following completion of the purchase order/contract if the vendor does not transfer the records to the County.

d) Upon completion of the contract, transfer at no cost to the County, all public records in possession of the vendor or keep and maintain public records required by the County to perform the service. If the vendor transfers all public records to the County upon completion of the contract, the vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the vendor keeps and maintains public records upon completion of the contract, the vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County.

Failure of the vendor to comply with Chapter 119, Florida Statutes, and/or the provisions set forth above, where applicable, shall be grounds for immediate unilateral termination of this contract/purchase order by the County.

27. USE OF E-VERIFY, LEGALLY AUTHORIZED WORKFORCE & IMAGE BEST PRACTICES

a) E-Verify:

Vendor affirms that it is in compliance with Florida Statutes, Section 448.095 which, in part, requires all vendors/contractors and its subcontractors to register with and use the United States Department of Homeland Security’s E-Verify system for all newly hired employees, and requires vendors/contractors to obtain affidavits from its subcontractors stating that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Vendor acknowledges and understands that pursuant to Florida Statutes Section 448.095, the County is required to terminate this purchase order/contract if it has a good faith belief that the vendor knowingly violated Florida Statutes Section 448.09(1); whereupon, the vendor will not be eligible for award of a public contract for at least one (1) year from the date of such termination.

b) Legally Authorized Workforce:

i) Vendor is advised that the County has entered into an agreement (the IMAGE Agreement) with U.S.

Immigration and Customs Enforcement (ICE) wherein the County will, in part, seek to promote the principles of ethical business conduct, prevent knowingly hiring unauthorized workers through self-governance, and encourage voluntary reporting of the discovery of unauthorized workers to ICE. Accordingly, by submitting its offer, vendor represents and warrants:

aa) that vendor is in compliance with all applicable Federal, State and local laws, including, but not limited to, the laws related to the requirement of an employer to verify an employee’s eligibility to work in the United States;

bb) that all of vendor’s employees are legally eligible to work in the United States; and

cc) that the vendor has actively and affirmatively verified such eligibility utilizing the E-Verify system and/or the Federal Government’s Employment Eligibility Verification Form (the Form I-9).

ii) A mere allegation of vendor’s intent to use and/or current use of unauthorized workers may not be a basis to delay the County’s award of a contract to the vendor unless the County has a good faith belief that the vendor knowingly violated Florida Statutes Section 448.09(1) or such allegation has been determined to be factual by ICE prior to the date the contract is scheduled to be awarded by the County.

iii) Good faith claims/beliefs of the vendor’s use of unauthorized workers must be reported to both of the following agencies: The County’s Compliance Services hotline at (813) 272-6554; and ICE (Immigration and Customs Enforcement) at 1-866-DHS-2-ICE (1-866-347-2423).

c) IMAGE Best Practices:

Vendor is encouraged to incorporate IMAGE Best Practices into its business and, when practicable, incorporate verification requirements into its agreements with subcontractors.

28. CHANGES IN THE WORK/CHANGE ORDERS/MODIFICATIONS

a) All additions, deletions, or revisions to this purchase order/contract shall be valid and enforceable only when authorized by a written Change Order or Modification Agreement approved and/or executed by the applicable authorized representatives of the County in accordance with County policy. Modification Agreements that are required to be approved by the Board of County Commissioners pursuant to County policy must be executed by the vendor and the Chair of the Board of County Commissioners. Only upon receipt of a Change Order or Modification Agreement shall the vendor be authorized to proceed with the work involved. All such work shall be executed under the applicable terms and conditions contained in the purchase order/contract documents. Change Order/Modification Agreement shall mean the written order to the vendor authorizing an addition, deletion, or revision in the goods, services and/or work to be provided under the purchase order/contract documents or an adjustment in the contract price after the award of and/or execution of the contract.

b) Additional work performed by the vendor without the authorization of a Change Order or Modification Agreement will not entitle the vendor to an increase in the contract price or an extension of the contract time except in the case of an emergency as provided for herein. The effect of this paragraph shall remain paramount and shall prevail irrespective of any conflicting provisions contained in contract documents.

c) It is the vendor’s responsibility to notify its surety of any changes affecting the general scope of the work/services or change of the contract price, and the amount of the applicable bond(s) shall be adjusted accordingly.

29. UTILIZATION OF REGISTERED SMALL BUSINESS ENTERPRISES (SBEs)

This clause shall only be applicable to those contracts/procurements where the vendor has agreed to the goal established by the County for the utilization of registered Small Business Enterprises (SBEs) pursuant to Hillsborough County Resolution No. R25-071.

a) Vendor acknowledges and agrees that it has committed to achieve the participation goal stated on the ordering document(s) related to this procurement for the utilization of registered Small Business Enterprises (SBEs).

Accordingly, vendor is required to subcontract a minimum of this participation goal of the monetary value of the services and/or work to be performed under this contract to registered SBE businesses. Vendor shall not substitute with a non-registered SBE subcontractor or complete the services/work using its own forces without the prior written approval of the County’s Small Business Enterprises Division. Approval of such substitution by the County will be provided only upon a showing that it is not reasonable or possible for the vendor to obtain the services of another registered SBE business to achieve the SBE participation goal. To assist the vendor with identification of County-registered SBE businesses, vendor should refer to the County’s Online SBE Directory which can be found on the County website at: https://hcfl.gov/businesses/doing-business-with-hillsborough/small- business-encouragement-program

b) Vendor is required to utilize the County’s Vendor Compliance System (B2GNOW) on a monthly basis to confirm payments received from the County and to list any payments made by the vendor to registered SBE subcontractors, whether or not payment has been made to the vendor by the County. The County’s Vendor Compliance System (B2GNOW) can be accessed at the following link: https://HCFL.gov/SBE

c) Vendor shall coordinate its SBE utilization efforts with the County-assigned project manager on this contract.

Vendor is advised to contact the County’s Small Business Enterprises Division at SBE@HCFL.gov for guidance and assistance regarding the County’s Small Business Encouragement Program requirements, SBE registration, Online SBE Directory and/or utilization of the County’s Vendor Compliance System (B2GNOW).

d) Failure of the vendor to comply with this section may constitute a material breach of contract and shall entitle the

County to remedies as more specifically set forth in the County’s Operational Procedures governing the Small Business Encouragement Program; such remedies may include, but are not limited to, the forfeiture of and/or recovery by the County of monies paid to the vendor under this contract intended for expenditure with a registered SBE subcontractor, and/or suspension or debarment of the vendor from bidding and/or working on County contracts for up to two (2) years. Vendor is advised that failure to comply with the requirements of this section may result in a non-responsibility determination of bids/offers by the vendor on future procurement solicitations issued by the County.

30. NO ASSIGNMENT OF CONTRACT: Vendor shall not make any assignment of this contract, in whole or in…