Automotive_Batteries_(Addendum_#3_Revision).pdf

INVITATION FOR BIDS

Y24-166

AUTOMOTIVE BATTERIES

Orange County, Florida

400 E South Street

Orlando, FL 32801

RELEASE DATE: February 13, 2024

DEADLINE FOR QUESTIONS: February 23, 2024, 5:00 pm

RESPONSE DEADLINE: April 11, 2024, 4:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/orangecountyfl https://secure.procurenow.com/portal/%7bproject.government.code%7d

Orange County, Florida

INVITATION FOR BIDS

Automotive Batteries

I. Introduction & Submittal Instructions II. Solicitation Terms & Conditions

III. Scope of Services / Specifications IV. Insurance Requirements V. Contract Terms and Conditions

VI. Special Terms and Conditions VII. Bid Response Form (Submittal)

VIII. Fee Schedule IX. Required Contract

Attachments:

A - Y24-166-TF Specification Rv.1

Invitation for Bids #Y24-166 Title: Automotive Batteries

1. Introduction & Submittal Instructions

1.1. Summary

NOTICE IS HEREBY GIVEN that Orange County, Florida, henceforth referred to as the County is accepting sealed offers for Automotive Batteries (Y24-166)

Sealed offers for furnishing the above will be accepted up to 4:00 pm EST on Thursday, April 11, 2024.

NOTE: Respondents are required to submit responses electronically via the ProcureNow OpenGov e-

Procurement Platform. Respondents shall not be permitted to hand-deliver, mail, telephone, fax or email offers.

Responses received after the submission deadline and/or transmitted outside of the designated

ProcureNow OpenGov e-Procurement Platform shall be rejected.

Important Instructions for Electronic Submittal

The County is ONLY accepting electronic submissions using the ProcureNow OpenGov e-Procurement

Platform. Respondents shall create a FREE account with ProcureNow OpenGov by signing up at https://secure.procurenow.com/signup. Once you have completed account registration, browse back to this page, click on "Submit Response", and follow the instructions to submit the electronic offer.

It is the respondent's responsibility to ensure they commence their upload efforts timely to meet the submission deadline. The County shall not be responsible for delays caused by any occurrence, including the respondent's network delays, bandwidth issues, internet outages, or technical difficulties.

ProcureNow Technical SupportFor Technical Support, respondent's can reach the ProcureNow

OpenGov Service Desk:

Chat (preferred): Click the button in the lower right hand corner of the portal

Email: support@procurenow.com

Phone: 1 (855) 680-4747 Hours: Mon-Fri 8am - 8pm EST

Timely Questions Regarding this Solicitation

The question and answer module of ProcureNow OpenGov IS being utilized for this solicitation. Timely questions concerning this solicitation shall be submitted in accordance with the deadline for questions:

Friday, February 23, 2024 at 5:00 pm EST. Respondents are instructed not to contact the initiating division directly.

https://secure.procurenow.com/signup mailto:support@procurenow.com

Consideration for modification or alteration of the documents contained in this solicitation shall be requested during the specified question period, before the applicable deadline. No oral interpretation of the meaning of the plans, specifications, or other Contract documents shall be considered binding. The

County shall be bound by information and statements only when such statements are written and executed under the authority of the Manager, Procurement Division.

Answers for timely questions will be addressed in the ProcureNow OpenGov question and answer module or as an addenda to this solicitation depending on volume, participants are encouraged to subscribe as a follower and monitor all notifications. Beyond questions and answers, any and all modifications, clarifications, interpretations and supplemental instructions will be in the form of a written addendum which, if issued, will be available for download. All addenda and questions/answers so issued shall become part of the Contract Documents and receipt shall be acknowledged as specified herein.

This provision exists solely for the convenience and administrative efficiency of Orange County. No respondent or other third party gains any rights by virtue of this provision or the application thereof, nor shall any respondent or third party have any standing to sue or cause of action arising there from.

Untimely questions are unable to be submitted in the question and answer module, thereafter respondents raising critical concerns must email tiffany.fulse@ocfl.net. Critical clarifications may be made via addenda, however, untimely questions may not be considered.

1.2. Background

Orange County exercises the rights and privileges conveyed to it by the State of Florida, and the Orange

County Charter. It presently operates with an elected chief executive officer, Orange County Mayor, and six elected district commissioners, who together comprise the Board of County Commissioners.

Procurement is an essential function of the County, affecting all operational departments, ongoing projects and future initiatives. The Procurement Division is divided into three (3) Sections, the “Buying

Section”, the “Purchasing Section” and the “Contracts Section”.

The Orange County Procurement Division operates under the leadership of Carrie Mathes, MPA, NIGP-

CPP, CFCM, CPPO, CPPB as Procurement Division Manager and Chief Procurement Official in accordance with the Orange County Ordinance.

1.3. Contact Information

Orange County Procurement Point of Contact

Tiffany Fulse

Contracting Agent

Email: tiffany.fulse@ocfl.net

Phone: (689) 258-5401

Department:

Administrative Svcs., Procurement Division mailto:tiffany.fulse@ocfl.net tel:(689)258-5401

1.4. Timeline

Release Project Date February 13, 2024

Question Submission Deadline February 23, 2024, 5:00pm

Submission Deadline April 11, 2024, 4:00pm

2. Solicitation Terms & Conditions

2.1. Contract Award

Award shall be made on an all-or-none total (or estimated total) basis to the lowest responsive and responsible Respondent.

Failure to provide pricing for ALL line items shall render the response non-responsive.

2.2. Descriptive Literature / Specification Sheets

Each respondent offering an equal to the brand(s) specified (or if no brand is specified) shall submit, within their response, descriptive literature and/or detailed specifications for the products offered.

Referencing documentation submitted with a previous offer shall not satisfy this provision. Offers which do not comply with this requirement may be rejected.

2.3. License, Certification and Authorization

Respondent shall provide copies of all applicable licenses, certifications and authorizations required to lawfully perform the proposed work.

2.4. Contract Term

The Contract resulting from this solicitation shall commence effective upon execution by both parties and shall specify a performance period of two (2) years. The contract may be renewed for three (3) additional one (1) year periods, upon mutual agreement of both parties. If any such renewal results in changes in the terms and conditions, such changes shall be reduced to writing as an amendment to this contract and such amendment shall be executed by both parties.

2.5. Bid Acceptance Period

A bid shall constitute an irrevocable offer for a period of one hundred twenty (120) days from the public opening date or until the date of award. In the event that an award is not made by the County within one hundred twenty (120) days from the public opening date, the respondent may withdraw their offer or provide a written extension without modification.

2.6. Proprietary/Restrictive Specifications

If a prospective respondent considers the specification contained herein to be proprietary or restrictive in nature, thus potentially resulting in reduced competition, they are urged to contact the Procurement

Division prior to the question submission deadline. Specifications which are unrelated to performance will be considered for deletion via addendum to this solicitation.

2.7. Development or Assistance with Specifications /Requirements /Statements of Work

Firms or individuals that assisted in the development or drafting of the specifications, requirements, statements of work, or documents contained within this Solicitation are excluded from competing for this Solicitation.

This shall not be applicable to firms or individuals providing responses to a publicly posted Request for

Information (RFI) associated with this Solicitation.

2.8. Laws and Regulations

The Respondent's attention is directed to the fact 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 project shall apply to the Contract throughout, and they will be deemed to be included in the

Contract the same as though herein written.

Respondents are hereby provided notice of the provisions of Section 287.05701, Florida Statutes

2.9. No Reciprocal Preference

The County's option to award a reciprocal preference, provided in the Orange County Code of

Ordinances, Sec. 17-310, Competitive sealed bid process, is waived and shall not be applicable to this solicitation award.

2.10. Price/Delivery

Price(s) offered must be the price(s) for new goods, unless otherwise specified. Any offers containing modifying or “escalator” clauses will not be considered unless specifically requested in the bid specifications.

“Acceptance” as herein used means the acceptance by Orange County after the Manager, Procurement

Division or authorized agent has, by inspection or test of such items, determined that they fully comply with specifications.

Deliveries resulting from this offer are to be performed during the normal working hours of the

County. Time is of the essence and the Contractor’s delivery date must be specified and adhered to.

Should the Contractor, to whom the order or contract is awarded, fail to deliver on or before the stated date, the County reserves the right to CANCEL the order or contract and make the purchase elsewhere, and the Contractor shall be required to compensate the County for the difference in price paid for the alternate goods. The Contractor shall be responsible for making any and all claims against carriers for missing or damage goods. Partial shipments will be acceptable unless otherwise stated.

2.11. Federal and State Tax

The County is exempt from Federal and State Sales and Use Taxes for tangible personal property

(Certificate of Registry for tax transactions under Chapter 32, Internal Revenue Code and Florida

Sales/Use Tax Exemption Certificate).

Contractors doing business with the County shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations with the County, nor shall any Contractor be authorized to use the County’s Tax Exemption Number in securing such materials.

2.12. Acceptance/Rejection/Cancellation

The County reserves the right to accept or to reject any or all offers and to make the award to that respondent who, in the opinion of the County, will be in the best interest of and/or the most advantageous to the County. The County also reserves the right to reject the offer of any respondent who has previously failed in the proper performance of an award, to deliver on time contracts of a similar nature, or who, in the County’s opinion, is not in a position to perform properly under this award.

The County reserves the right to inspect all facilities of respondents in order to make a determination as to the foregoing. The County reserves the right to waive any irregularities and technicalities and may, at its discretion, request a re-solicitation. Award will be made to the lowest responsive and responsible respondent as determined by the County.

The County reserves the right, and the Manager, Procurement Division has absolute and sole discretion, to cancel a solicitation at any time prior to approval of the award by the Board of County Commissioners when such approval is required. The decision to cancel a solicitation cannot be the basis for a protest pursuant to the Orange County Code.

2.13. Brand Name or Equal / Deviations

Unless otherwise specified as required, the mention of a particular manufacturer’s brand name or part number in the specifications does not imply that this particular good is the only one that will be considered for purchase. This reference is intended solely to designate the type or quality of good that will be acceptable. Equal offers will be considered and must include descriptive literature and/or specifications.

The determination as to whether any alternate good or service is or is not equal shall be made solely by the County and such determination shall be final and binding upon all respondents. The County reserves the right to request and review additional information to make such a determination.

Although the County provides for the consideration of alternate offers, it reserves the right to make an award in the best interest of the County. Award may not necessarily be given to the lowest priced offer.

The Respondent shall be responsible for reading very carefully, and understanding completely, the requirements and the specifications of the items solicited and offered. Unless the offer is in response to a “Brand Name or Equal” requirement, deviations from the specifications will only be considered if requested in writing, via the question and answer module, prior to the submission deadline.

Deviations, if accepted, will be specifically addressed in writing via an addendum to this solicitation. Any goods or services that are not in compliance with the specifications will not be accepted.

2.14. Certification of Independent Price Determination

By submission of this offer, the Respondent certifies, and in the case of a joint offer each party thereto certifies as to its own organization, that in connection with this procurement:

A. The prices in this offer have been arrived at independently, without consultation, collusion, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other respondent or with any competitor.

B. Unless otherwise required by law, the prices which have been offered in this proposal have not been knowingly disclosed by the Respondent and will not knowingly be disclosed by the Respondent prior to opening, directly or indirectly to any other respondent or to any competitor; and, C. No attempt has been made or shall be made by the Respondent to induce any other person or respondent to submit or not to submit an offer for the purpose of restricting competition.

2.15. No Bid

Where more than one item is listed, any items not bid upon shall be indicated as “NO BID”.

Respondents are cautioned that indicating "NO BID" on solicitations requiring all-or-none offers may result in the offer being deemed non-responsive.

2.16. Bid Tabulation and Recommended Award

Public Openings are held each Wednesday at 9:30am and Friday at 9:30am. A public opening of responses will be conducted at the next posted Procurement Public Meeting following the submission deadline. In the event of a County Holiday or unforeseen delay, responses shall remain sealed until the next public meeting.

Firms will be able to attend the public opening virtually, see the following instructions:

Visit: https://ocfl.webex.com/ocfl/j.php?MTID=m59bb20319c748f1e60a933cf59c7125b

Meeting number: 286 177 361 Password: Go2Meeting

Join by phone Option 1: 1-408-792-6300 Access code: 286 177 361

Join by phone Option 2: 1-617-315-0740 Access code: 286 177 361

Join by phone Option 3: 1-602-666-0783 Access code: 286 177 361

The physical meeting location is 400 E. South Street, 2nd Floor, Orlando, Florida 32801.

Solicitation files may be examined during normal working hours, thirty (30) days after public opening, or upon recommendation for award, whichever occurs first. Individuals desiring to view these documents are urged to schedule an appointment. For information concerning this solicitation, please contact the

Procurement Division at procurement@ocfl.net or by calling (407) 836-5635. Please specify the solicitation number for which you are inquiring. Solicitation public opening results will be available at http://apps.ocfl.net/orangebids/bidresults/results.asp. Unsuccessful Respondents will not be notified, unless a request is submitted in accordance with this paragraph.

2.17. References

Respondent shall supply (with the bid form) a list of at least three (3) client references successfully completed by the Respondent, within the last ten (10) years, immediately preceding the due date of bid submittal in response to this Invitation for Bids. Failure to provide this information may be cause for rejection of the bid.

Each client reference shall be listed with complete information as specifically provided on County’s provided reference form. The specific information on references must be provided on the reference form. Do not attach listings of reference information.

All Respondents must submit the requisite number of references. Each such reference must be verified by the county in order to be deemed responsible under this “references” section. Failure to provide reference information as requested may result in the rejection of your bid.

https://ocfl.webex.com/ocfl/j.php?MTID=m59bb20319c748f1e60a933cf59c7125b http://apps.ocfl.net/orangebids/bidresults/results.asp

RESPONDENTS ARE ADVISED TO CONFIRM THAT:

a. Each reference provided by the Respondent has up to date contact persons and contact information;

b. The contact person provided for each reference is someone who has personal knowledge of the

Respondent’s performance during the referenced project; and

c. The contact person for each reference has been contacted by the Respondent regarding this specific bid submittal and such person confirmed their willingness to serve as a reference.

THE COUNTY WILL CONTACT THE REFERENCES PROVIDED AND WILL REJECT ANY AND ALL REFERENCES

THAT IT IS UNABLE TO INDEPENDENTLY VERIFY.

Notwithstanding anything to the contrary herein, without assuming any obligation to do so, the County reserves the right to follow up with – at minimum – the three (3) lowest Respondents for supplemental submission of references/similar projects. Any such opportunity to supplement or correct granted to a

Respondent by the County under this provision shall expire at 11:59pm county local time on the second full county business day after the day on which such Respondent received the County’s request for supplementation. There will be no additional time or consideration granted by the County thereafter.

Respondents found responsible under this “REFERENCES” section may still ultimately be deemed to be not responsible by the County due to other considerations including, but not limited to, other information provided in the Respondent’s bid submittal, as well as any history the Respondent may have of negative performance on previous County project(s). ULTIMATELY, THE DETERMINATION OF

WHETHER A RESPONDENT IS DEEMED RESPONSIBLE SHALL BE AT THE SOLE DISCRETION OF THE

COUNTY.

2.18. Posting of Recommended Award and Protests

The recommended award will be posted for review by interested parties at the Procurement Division and at:

http://apps.ocfl.net/OrangeBids/AwardsRec/default.asp prior to submission through the appropriate approval process and will remain posted for a period of five (5) full business days.

Orange County Lobbyist Regulations General Information:

http://www.orangecountyfl.net/OpenGovernment/LobbingAtOrangeCounty.aspx

A lobbying blackout period shall commence upon issuance of the solicitation until the Board selects the

Contractor. For procurements that do not require Board approval, the blackout period commences upon solicitation issuance and concludes upon contract award.

The County may void any contract where the County Mayor, one or more County Commissioners, or a

County staff person has been lobbied in violation of the black-out period restrictions of Ordinance No.

2002-15.

Orange County Protest Procedures:

http://www.orangecountyfl.net/VendorServices/VendorProtestProcedures.aspx http://apps.ocfl.net/OrangeBids/AwardsRec/default.asp http://www.orangecountyfl.net/OpenGovernment/LobbingAtOrangeCounty.aspx http://www.orangecountyfl.net/VendorServices/VendorProtestProcedures.aspx

Failure to file a protest with the Manager, Procurement Division by 5:00 PM on the fifth full business day after posting, shall constitute a waiver of bid protest proceedings.

2.19. Offer and Related Costs

By submission of an offer, the Respondent agrees that any and all costs associated with the preparation of the offer will be the sole responsibility of the Respondent. The Respondent also agrees that the

County shall bear no responsibility for any costs associated with the preparation of the offer including, but not limited to, any administrative or judicial proceedings resulting from the solicitation process.

2.20. Contractual Agreement

This Invitation for Bids shall be included and incorporated in the final contract or purchase order. The order of contract precedence will be the contract (purchase order), bid document, and response. Any and all legal actions associated with this Invitation for Bids and/or the resultant contract (purchase order) shall be governed by the laws of the State of Florida. Venue for any litigation involving this contract shall be the Ninth Circuit Court in and for Orange County, Florida.

2.21. Public Entity Crime

Section 287.133(3)(d), Florida Statutes, provides that the Florida Department of Management Services shall maintain a list of the names and addresses of those who have been disqualified from participating in the public contracting process under this section.

http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_information/convicted

_suspended_discriminatory_complaints_vendor_lists/convicted_vendor_list

A person or affiliate who has been placed on The Convicted Vendor list following a conviction for a public entity crime shall not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, shall not submit bids on leases of real property to a public entity, shall not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and shall not transact business with any public entity in excess of the threshold amount provided in Florida Statute Section 287.017, for CATEGORY TWO, for a period of thirty-six (36) months from the date of being placed on The Convicted Vendor List.

2.22. Florida Convicted/Suspended/Discriminatory Complaints

By submission of an offer, the Respondent affirms that it is not currently listed in the Florida

Department of Management Services Convicted/Suspended/Discriminatory Complaint Vendor List.

2.23. Conflict of Interest

The award is subject to provisions of applicable State Statutes and County Ordinances. All Respondents must disclose with their bid the name of any officer, director, or agent who is also an employee of

Orange County. Further, all Respondents must disclose the name of any County employee who owns, directly or indirectly, an interest of ten percent (10%) or more in the Respondent's firm or any of its branches. Should the Respondent permanently or temporarily hire any County employee who is, or has been, directly involved with the Contractor prior to or during performance of the resulting contract, the contract shall be subject to immediate termination by the County.

http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_information/convicted_suspended_discriminatory_complaints_vendor_lists/convicted_vendor_list http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_information/convicted_suspended_discriminatory_complaints_vendor_lists/convicted_vendor_list

2.24. Ethics Compliance

The following forms are included in this solicitation within the Contract Compliance Packet and shall be completed and submitted as indicated below:

• Relationship Disclosure Form – The purpose of this form is to document any relationships between a Respondents to an Orange County solicitation and the Mayor or any other member of Orange County, Florida. This form shall be completed and submitted with the applicable bid to an Orange County solicitation.

No contract award shall be made unless compliance forms have been completed and submitted. Any questions concerning these forms shall be addressed to the contact identified in this solicitation. Also, a listing of the most frequently asked questions concerning these forms is provided within each form for your information.

2.25. Payment Terms/ Discounts

The County’s payment terms are in accordance with Florida Statute 218, Local Government Prompt

Payment Act. Cash discounts for prompt payment shall not be considered in determining the lowest net cost for bid evaluation purposes.

2.26. Clarifications

It is the Respondent's responsibility to become familiar with and fully informed regarding the terms, conditions and specifications of this Invitation for Bids. Lack of understanding and/or misinterpretation of any portions of this Invitation for Bids shall not be cause for withdrawal of your bid after opening or for subsequent protest of award. Respondent's must contact the Procurement Division using the contact information herein prior to the bid question/answer deadline, should clarification be required.

Modification or alteration of the documents contained in the solicitation or contract shall only be valid if mutually agreed to in writing by the Respondent and the County.

2.27. Pricing Errors

If an error is committed in the sub-total extension of an item or the overall total, the unit price as shown in the Respondent's submittal will govern.

Errors between any amount computed erroneously, and the correct amount thereof will be resolved in favor of the correct amount based on the unit price.

Any discrepancy between words and numbers will be resolved in favor of the written words.

2.28. Execution Of Written Contract

The successful Respondent will be required to sign a written Contract which has been made a part of this Bid Package and identified as the #Required Contract. Said written Contract will evidence in written form the agreement between the parties pursuant to the award having been theretofore made by the

County to this Respondent; said signing to be accomplished within ten (10) days after receipt of Notice of Award.

https://procurement.opengov.com/portal/orangecountyfl/projects/75713?section=672598

3. Scope of Services / Specifications

3.1. Location of Solicitation Documents

Please refer to the section titled #Solicitation Documents to access all necessary technical documentation and attachments related to this solicitation.

https://secure.procurenow.com/portal/orangecountyfl/projects/75713?section=672607

4. Insurance Requirements

4.1. Limits and Forms

The Vendor/Contractor agrees to maintain, on a primary basis and at its sole expense, the following types of insurance coverage with limits and on forms (including endorsements) as described herein at all times throughout the duration of this contract. These requirements, as well as the County’s review or acceptance of insurance maintained by the Vendor/Contractor, is not intended to and shall not in any manner limit or qualify the liabilities assumed by the Vendor/Contractor under this contract. The

Vendor/Contractor is required to maintain any coverage required by federal and state workers’ compensation or financial responsibility laws, including but not limited to Chapter 324 and 440, Florida

Statutes, as may be amended from time to time.

The Vendor/Contractor shall require and ensure that each of its sub-Vendors/sub-Contractors providing services hereunder (if any) procures and maintains insurance of the types and to the limits specified herein until the completion of their respective services.

Insurance carriers providing coverage required herein must be licensed to conduct business in the State of Florida and must possess a current A.M. Best’s Financial Strength Rating of A- Class VIII or better.

(Note: State licenses can be checked via www.floir.com/companysearch/ and A.M. Best Ratings are available at www.ambest.com)

4.2. Commercial General Liability

The Vendor/Contractor shall maintain coverage issued on the most recent version of the ISO form, as filed for use in Florida or its equivalent, with a limit of liability of not less than $1,000,000 (one million dollars) per occurrence. The Vendor/Contractor further agrees coverage shall not contain any endorsement(s) excluding or limiting Product/Completed Operations, Contractual Liability, or Separation of Insureds. The General Aggregate limit shall either apply separately to this contract or shall be at least twice the required occurrence limit.

Required Endorsements:

• Additional Insured- CG 20 26 or CG 20 10/CG 20 37 or their equivalents. Note: CG 20 10 must be accompanied by CG 20 37 to include products/completed operations

• Waiver of Transfer of Rights of Recovery- CG 24 04 or its equivalent. Note: If blanket endorsements are being submitted please include the entire endorsement and the applicable policy number.

4.3. Commercial (Business) Automobile Liability

The Vendor/Contractor shall maintain coverage for all owned/non-owned and hired vehicles issued on the most recent version of the ISO form, as filed for use in Florida or its equivalent, with limits of not less than $1,000,000 (one million dollars) per accident. In the event the Vendor/Contractor does not own automobiles, the Vendor/Contractor shall maintain coverage for hired and non-owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate

Business Auto Liability policy.

4.4. Workers' Compensation

The Vendor/Contractor shall maintain coverage for its employees with statutory workers' compensation limits and no less than $100,000 (one hundred thousand dollars) each incident of bodily injury or disease for Employers' Liability. Elective exemptions as defined in Florida Statute 440 will be considered on a case-by-case basis. Any Vendor/Contractor using an employee leasing company shall complete the

Leased Employee Affidavit.

Required Endorsements:

• Waiver of Subrogation- WC 00 03 13 or its equivalent

4.5. Additional Requirements

When a self-insured retention or deductible exceeds $100,000 the County reserves the right to request a copy of the Vendor/Contractor’s most recent annual report or audited financial statement. For policies written on a “Claims-Made” basis, the Vendor/Contractor agrees to maintain a retroactive date prior to or equal to the effective date of this contract. In the event the policy is canceled, non-renewed, switched to occurrence form, or any other event which triggers the right to purchase a Supplemental

Extended Reporting Period (SERP) during the life of this contract, the Vendor/Contractor agrees to purchase the SERP with a minimum reporting period of not less than two years. Purchase of the SERP shall not relieve the Vendor/Contractor of the obligation to provide replacement coverage.

By entering into this contract, the Vendor/Contractor agrees to provide a waiver of subrogation or a waiver of transfer of rights of recovery in favor of the County for the workers’ compensation and general liability policies as required herein. When required by the insurer, or should a policy condition not permit the Vendor/Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then the Vendor/Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Subrogation or a Waiver of Transfer of Rights of Recovery Against Others endorsement.

Prior to execution and commencement of any operations/services provided under this contract, the

Vendor/Contractor shall provide the County with current certificates of insurance evidencing all required coverage. In addition to the certificate(s) of insurance the Vendor/Contractor shall also provide endorsements for each policy as specified above. All specific policy endorsements shall be in the name of Orange County, Florida.

For continuing service contracts, renewal certificates shall be submitted immediately upon request by either the County or the County’s contracted certificate compliance management firm. The certificates shall clearly indicate that the Vendor/Contractor has obtained insurance of the type, amount, and classification as required for strict compliance with this insurance section. The Vendor/Contractor shall notify the County not less than thirty (30) business days (ten business days for non-payment of premium) of any material change in or cancellation/non-renewal of insurance coverage. The

Vendor/Contractor shall provide evidence of replacement coverage to maintain compliance with the aforementioned insurance requirements to the County or its certificate management representative five

(5) business days prior to the effective date of the replacement policy(ies).

The certificate holder shall read:

Orange County, FL

C/O Risk Management Division

109 E. Church Street, Suite 200

Orlando, Florida 32801

Additional insurance guidelines and sample certificates can be found on the County’s Vendor Services website:

http://www.orangecountyfl.net/Portals/0/Library/vendor%20services/docs/InsuranceRequirementsFAQ

.pdf

5. Contract Terms and Conditions

5.1. Delivery/ Performance and Force Majeure

Delivery/Performance

Time is of the essence in the award of this Invitation for Bids. Delivery/Performance shall be no later than one (1) calendar day from receipt of the County’s Delivery or Purchase Order.

It is hereby understood and mutually agreed to by and between parties hereto that the time is an essential condition of this contract. Should the Contractor neglect, fail or refuse to furnish and deliver the goods or provide services within the time herein specified, Contractor does hereby agree, as part of consideration for the award of this contract to reimburse the County any sums expended to contract for rental goods, or any excess sums expended between the contracted rate and off-contract purchase for any equipment or services approved by the Procurement Division for the period from the required scheduled commencement date until services are provided or delivery is made in accordance with the contract.

The Contractor shall, immediately upon discovery of a delay, notify the Manager, Procurement Division in writing of the cause(s) of the delay.

Force Majeure

Should the Contractor be delayed in performance or the delivery of the goods or equipment by reason of unforeseeable causes beyond its control and without fault or negligence, including, but not restricted to, acts of God or neglect of any other Contractor, the period herein above specified for the completion of delivery shall be extended by such time as shall be approved by the Manager, Procurement Division.

1. The Contractor shall not be held responsible for any delay and/or failure in performance of any part of this contract to the extent such delay or failure is caused by explosion, war, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond the Contractor’s control so long as the Contractor’s delay is not caused by the Contractor’s own fault or negligence. That notwithstanding, the Contractor shall notify the County in writing within two (2) hours after the beginning of any such cause that would affect its performance hereunder and the County reserves the right the request additional information that supports the validity of the Contractor’s Force Majeure claim. Failure to notify the County in a timely manner of any claim of Force Majeure made pursuant to this section is cause for termination of this contract.

2. If the Contractor’s performance is delayed pursuant to this section for a period exceeding two (2) calendar days from the date the County receives the required Force Majeure notice, the County shall have the right to terminate this contract thereafter and shall only be liable to the Contractor for any work performed and validated (if required for payment hereunder) prior to the date of the County’s contract termination.

3. If the Contractor’s performance is delayed pursuant to this section, the County may, upon written request of the Contractor, agree to equitably adjust the provisions of this contract, including price, performance, and delivery, as may be affected by such delay. However, this provision shall not be interpreted to limit the County’s right to terminate for convenience.

5.2. Consideration: Requirements

REQUIREMENTS CONTRACT

This is a Requirements Contract and the County’s intent is to order from the Contractor all of the goods or services specified in the contract’s price schedule that are required to be purchased by the County. If the County urgently requires delivery of goods or services before the earliest date that delivery may be required under this contract, and if the Contractor will not accept an order providing for accelerated delivery, the County may acquire the goods or services from another source.

The County’s requirements in this contract are estimated and there is no commitment by the County to order any specified amount. If the estimated quantities are not achieved, this shall not be the basis for an equitable adjustment.

If the Manager, Procurement Division determines that the Contractor’s performance is less than satisfactory, the County may order the goods or services from other sources until the deficient performance has been cured or the contract terminated.

5.3. Post Award Meeting Requirement

Within ten (10) business days after receipt of notification of award of bid, Contractor shall meet with the County’s representative(s) to discuss job procedures and scheduling.

5.4. Payment

Partial payments for the value of goods received and accepted and services rendered may be requested by the submission of a properly executed invoice. Payment shall be made in accordance with Florida

Statute 218, Local Government Prompt Payment Act. Payment for accepted equipment/goods/services shall be accomplished by submission of an invoice, in duplicate, to the billing address specified in the

County's Delivery/Purchase Order.

A valid invoice shall include the following:

1. Reference to the Delivery Order/ Purchase Order Number

2. Delivery Dates/ Service Dates

3. Itemization of Goods Delivered/ Services Rendered

4. Unit Prices in accordance with the Bid Response Form

In the event additional County Departments or other public entities utilize this contract, invoices are to be sent directly to the Department or entity placing the order. Take note of the billing address specified in the County's Delivery/Purchase Order.

5.5. Ordering

The initiating County department(s) shall issue delivery/purchase orders against the term contract on an

“as needed” basis.

If the quantity of a unit priced item in this contract is an estimated quantity and the actual quantities ordered are more than 50% above the estimated quantity, the County shall enter into negotiations with the Contractor for a lower unit price which shall be incorporated into the contract. Failure of the

Contractor to agree to a reduced unit price may result in the termination of the contract and re-solicitation of the requirement.

Any order issued during the effective period of this contract, but not completed within that period, shall be completed by the Contractor within the time specified in the order. The contract shall govern the

Contractor’s and the County’s rights and obligations with respect to that order to the extent as if the order were completed during the contract performance period.

5.6. Consumers Price Index (CPI-U) Escalation / De-escalation

The County may allow a price escalation provision within this award. The original contract prices shall be firm for an initial one (1) year period. A price escalation/de-escalation will be considered at one (1) year intervals thereafter, provided the Contractor notifies the County, in writing, of the pending price escalation/de-escalation a minimum of sixty (60) days prior to the effective date. Price adjustments shall be based on the latest version of the Consumers Price Index (CPI-U) for All Urban Consumers, All Items, U.S. City Average, non-seasonal, as published by the U.S. Department of Labor, Bureau of Labor

Statistics. This information is available at www.bls.gov.

Price adjustment shall be calculated by applying the simple percentage model to the CPI data. This method is defined as subtracting the base period index value (at the time of initial award) from the index value at time of calculation (latest version of the CPI published as of the date of request for price adjustment), divided by the base period index value to identify percentage of change, then multiplying the percentage of change by 100 to identify the percentage change. Formula is as follows:

Current Index – Base Index / Base Index = % of Change

% of Change x 100 = Percentage Change

CPI-U Calculation Example:

CPI for current period 232.945

Less CPI for base period 229.815

Equals index point change 3.130

Divided by base period CPI 229.815

Equals 0.0136

Result multiplied by 100 0.0136 x 100Equals percent change 1.4%

A price increase may be requested only at each time interval specified above, using the methodology outlined in this section. To request a price increase, Contractor shall submit a letter stating the percentage amount of the requested increase and adjusted price to the Orange County Procurement

Division. The letter shall include the complete calculation utilizing the formula above, and a copy of the

CPI-U index table used in the calculation. The maximum allowable increase shall not exceed 4%, unless authorized by the Manager, Procurement Division. All price adjustments must be accepted by the

Manager, Procurement Division and shall be memorialized by written amendment to this contract. No retroactive contract price adjustments will be allowed.

Should the CPI-U for All Urban Consumers, All Items, U.S City Average, as published by the U.S.

Department of Labor, Bureau of Labor Statistics decrease during the term of the contract, or any renewals, the Contractor shall notify the Orange County Procurement Division of price decreases in the http://ww.bls.gov/ method outlined above. If approved, the price adjustment shall become effective on the contract renewal date. If the Contractor fails to pass the decrease on to the County, the County reserves the right to place the Contractor in default, cancel the award, and remove the Contractor from the County

Vendor List for a period of time deemed suitable by the County. In the event of this occurrence, the

County further reserves the right to utilize any options as stated herein.

5.7. Personnel

A. The CONTRACTOR represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the COUNTY.

B. All of the services required hereafter shall be performed by the CONTRACTOR or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services.

C. By execution of this contract, the Contractor hereby certifies that key personnel assigned to provide the required services have not been, and shall not be, changed or altered without prior written approval by the County. The County shall have seventy two (72) hours to review any request made by the Contractor for any change, alteration, or substitution of staff. The

Contractor shall ensure that such substituted staff members are of substantially the same qualifications as those approved by the County at the time of contract award and create no conflicts of interest between the Contractor and the County.

D. The CONTRACTOR warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in the field. The COUNTY may require, in writing, that the CONTRACTOR remove from this contract any employee the COUNTY deems incompetent, careless, or otherwise objectionable.

5.8. Non-Discrimination

Pursuant to Section 17-288, Orange County Code, the County will not extend public funds or resources in a manner that would encourage, perpetuate, or foster discrimination. As such, any and all person(s) doing business with the County shall recognize and comply with the County’s “Equal Opportunity and

Nondiscrimination Policy,” which is intended to assure equal opportunities to every person in securing or holding employment in a field of work or labor for which that person is qualified, regardless of race, religion, sex, color, age, disability or national origin. This policy is enforced by Section 17-314, Orange

County Code, and the County’s relevant Administrative Regulations. Section 17-290, Orange County

Code, memorializes the County’s commitment to its Equal Opportunity and Nondiscrimination Policy by requiring the following provisions in all County contracts:

A. The Contractor represents that the Contractor has adopted and shall maintain a policy of nondiscrimination as defined by applicable County ordinance through the term of this Contract.

B. The Contractor agrees that, on written request, the Contractor shall permit reasonable access to all business records or employment, employment advertisement, application forms, and other pertinent data and records, by the County, for the purpose of investigating to ascertain compliance with the nondiscrimination provisions of this Contract; provided, that the Contractor shall not be required to produce for inspection records covering periods of time more than one year prior to the date of this Contract.

C. The Contractor agrees that, if any of the obligations of this Contract are to be performed by subcontractor(s), the provisions of subsections A. and B. of this section shall be incorporated into and become a part of the subcontract.

5.9. Uniform Commercial Code

The Uniform Commercial Code (Florida Statutes, Chapter 672) shall prevail as the basis for contractual obligations between the Contractor and the County for any terms and conditions not specifically stated in this Invitation for Bids related to the procurement of goods as defined in Florida Statutes.

5.10. Termination

A. Termination for Default:

The County may, by written notice to the Contractor terminate this contract for default in whole or in part (delivery orders, if applicable) if the Contractor fails to:

1. Provide goods or services that comply with the specifications herein or fails to meet the

County’s performance standards

2. Deliver the goods or to perform the services within the time specified in this contract or any extension.

3. Make progress so as to endanger performance of this contract

4. Perform any of the other provisions of this contract.

B. Prior to termination for default, the County shall provide adequate written notice to the

Contractor through the Manager, Procurement Division, affording the opportunity to cure the deficiencies or to submit a specific plan to resolve the deficiencies within ten (10) calendar days

(or the period specified in the notice) after receipt of the notice. Failure to adequately cure the deficiency shall result in termination action. Such termination may also result in suspension or debarment of the Contractor in accordance with the County’s Procurement Ordinance. The

Contractor and its sureties (if any) shall be liable for any damage to the County resulting from the Contractor’s default of the contract. This liability includes any increased costs incurred by the County in completing contract performance.

C. In the event of termination by the County for any cause, the Contractor shall have, in no event, any claim against the County for lost profits or compensation for lost opportunities. After a receipt of a Termination Notice and except as otherwise directed by the County the Contractor shall:

1. Stop work on the date and to the extent specified.

2. Terminate and settle all orders and subcontracts relating to the performance of the terminated work

3. Transfer all work in process, completed work, and other materials related to the terminated work as directed by the County.

4. Continue and complete all parts of that work that have not been terminated.

D. Termination for Convenience:

The County, by written notice, may terminate this contract, in whole or in part, when it is in the

County’s interest. If this contract is terminated, the County shall be liable only for goods or services delivered and accepted. The County Notice of Termination shall provide the Contractor thirty (30) calendar days prior notice before it becomes effective. A termination for convenience may apply to individual delivery orders, purchase orders, or to the contract in its entirety.

5.11. Regulatory Authority

In the event that the County exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, laws, and ordinances shall be deemed to have occurred pursuant to the County’s authority as a governmental body and shall not be attributable in any manner to the County as a party to this Contract.

5.12. Assignments and Successors

The parties deem the services to be rendered pursuant to this Contract to be personal in nature. Each party binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Contract.

Neither party shall assign, sublet, convey, or transfer its interest in this Contract without the written consent of the other, which consent shall be in the sole determination of the party with the right to consent.

5.13. Attorney Fees and Costs

Unless…