Contract Terms and Conditions FSA26-EQU24.0: Equipment

Contents

1.0 GENERAL CONDITIONS

1.01 BID CORRESPONDENCE

1.02 PURPOSE

1.03 TERM OF CONTRACT

1.04 JURISDICTION

1.05 SHERIFF AS COUNTY CONSTITUTIONAL OFFICER

1.06 FUNDING

1.07 CURRENCY

1.08 GENERAL DEFINITION

1.09 ELIGIBLE PURCHASERS OF CONTRACT

1.10 LEGAL REQUIREMENTS

1.11 PATENTS & ROYALTIES

1.12 FEDERAL AND STATE STANDARDS

1.13 UNDERWRITERS’ LABORATORIES

1.14 AMERICANS WITH DISABILITIES ACT

1.15 REASONABLE ACCOMMODATION

1.16 DISADVANTAGED BUSINESSES

1.17 ANTI-DISCRIMINATION, E-VERIFY, AND ANTI-HUMAN TRAFFICKING REQUIREMENTS

1.18 BEST COMMERCIAL PRACTICES

1.19 PUBLIC ENTITY CRIMES (“PEC”) AND SCRUTINIZED COMPANIES STATEMENTS

1.20 TAX EXEMPTION

1.21 ORDER OF PRECEDENCE IN THE EVENT OF CONFLICT

1.22 COMMUNICATIONS

1.23 CLARIFICATION AND ADDENDA

1.24 SIGNED BID CONSIDERED AN OFFER

1.25 ASSIGNMENT OF CONTRACT

1.26 TERMINATION OF PRODUCT LINE

1.27 DEMONSTRATION OF COMPETENCY

1.28 VENDOR ABILITY TO PERFORM

1.29 FINANCIAL RESPONSIBILITY

1.30 QUALITY AND SAFETY

1.31 NONCONFORMANCE

1.32 GRATUITIES

1.33 NEUTRALITY

1.34 TIE BIDS

1.35 RIGHT TO AUDIT

1.37 PERFORMANCE BONDS

1.38 ELIMINATION FROM CONSIDERATION

1.39 INDEPENDENT PREPARATION

1.40 DEFAULT

1.41 PROTESTS AND ARBITRATION

1.42 NONPERFORMANCE

1.43 SEVERABILITY

1.44 TERMINATION FOR CAUSE

1.45 TERMINATION WITHOUT CAUSE

1.46 CONTRACT ADVERTISEMENT AND USE OF THE FSA CPP LOGO

2.0 BIDDER INSTRUCTIONS

2.01 QUALIFICATION

2.02 LICENSING AND FACILITIES

2.03 INSURANCE AND INDEMNIFICATION

2.04 SPECIFICATIONS

2.05 SEALED BIDS

2.06 MISTAKES

2.07 EXCEPTIONS

2.08 EQUIVALENTS

2.09 MANDATORY PRE-BID MEETING

2.10 PRICES QUOTED

2.11 OPTION PRICING

2.12 BID SUBMISSION

2.13 ZONE BIDDING

2.14 EXECUTION OF BID

2.15 MODIFICATION OR WITHDRAWALS OF BIDS

2.16 LATE BIDS

2.17 BID OPENING

2.18 DETERMINATION OF RESPONSIVENESS

2.19 RESPONSIBLE BIDDER CRITERIA

2.20 BASIS FOR AWARD

2.21 BID TABULATIONS

2.22 MINOR IRREGULARITIES/RIGHT TO REJECT

2.23 CONE OF SILENCE

3.0 CONTRACT CONDITIONS

3.01 GENERAL REQUIREMENTS

3.02 STATEMENT OF AUTHORITY

3.03 VENDOR CONTACT INFORMATION

3.04 ADDITIONS OR DELETIONS

3.05 CONTRACT EXTENSION

3.06 PRICE ADJUSTMENT

3.07 CONDITIONS

3.08 PRODUCTION CUTOFF

3.09 FACILITIES

3.10 FACTORY-INSTALLED OPTIONS

3.11 VENDOR-INSTALLED OPTIONS

3.12 NON-SCHEDULED OPTIONS

3.13 FORCE MAJEURE

3.14 PARTS

3.15 PURCHASE ORDERS

3.16 DELIVERY

3.17 INSPECTION AND ACCEPTANCE

3.18 INVOICING AND PAYMENTS

3.19 WARRANTY

3.20 QUARTERLY REPORTS

3.21 ADMINISTRATIVE FEE

3.22 LIQUIDATED DAMAGES

Appendix A: Zone Map Appendix B: Bid Calendar Appendix C: ACH Payments Appendix D: Federal Clause

1.0 GENERAL CONDITIONS

1.01 BID CORRESPONDENCE

All correspondence regarding this bid should be directed to the Florida Sheriffs Association (“FSA”).

Please be sure to reference the bid number and title and provide your contact information.

Communication for this Invitation to Bid should be identified by Contract number and title and directed to:

Florida Sheriffs Association Attn: Cooperative Purchasing Program Coordinator 2617 Mahan Drive Tallahassee, FL 32308 E-mail: CPP@flsheriffs.org

1.02 PURPOSE

The Florida Sheriffs Association invites interested bidders, including Manufacturers and Dealers or authorized representatives (each a “Bidder” and together, “Bidders”), to submit responses in accordance with these solicitation documents for Bid FSA26-EQU24.0 Equipment. The FSA Cooperative Purchasing Program will conduct the solicitation process and administer the resulting Contract. The purpose of this bid is to establish Contracts with Manufacturers and Manufacturer’s authorized Dealers for Contract terms specified under Section 1.03 for the purchase of items on a “no trade-in basis.”

1.03 TERM OF CONTRACT

The term for Contract FSA26-EQU24.0 Equipment (“Contract” or “Agreement”) shall remain in effect for two years from date of Contract execution by the FSA, and may be extended by mutual agreement, at the sole option and discretion of the FSA. The initial term of this Contract begins October 1, 2026, and ends September 30, 2028.

Contract extensions will only be executed when the FSA determines, based on then-existing conditions, that it is in the best interest of the FSA and the Purchasers to do so.

1.04 JURISDICTION

This Agreement and the provisions contained herein shall be governed by and interpreted and construed in accordance with the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall lie in the appropriate court in and for Leon County, Florida.

mailto:CPP@flsheriffs.org

1.05 SHERIFF AS COUNTY CONSTITUTIONAL OFFICER

The Offices of the Sheriff in the State of Florida are constitutional offices of the State of Florida. Each has the authority either individually or collectively to execute Contracts for all goods and services for the proper conduct of that office. Section 30.53, Florida Statutes, exempts the sheriffs’ offices from the provisions of the Florida Statutes that would otherwise require sealed and competitive bidding procedures “concerning the purchase and procurement of supplies and equipment, selection of personnel, and the hiring, firing, and setting of salaries of such personnel.”

The Office of the Sheriff is not required by law to accept the lowest priced proposal and may reject any or all of the proposals without recourse. Bidders are solely responsible for their own bid preparation costs and nothing in this solicitation in any way obligates the participating sheriffs’ offices for any payment for any activity or costs incurred by any Bidder in responding to this solicitation.

1.06 FUNDING

In the case of certain Purchasers, including state agencies, funds expended for the purposes of a contract must be appropriated by the Florida Legislature, the individual Purchaser or the Purchaser’s appropriating authority for each fiscal year included within the Contract period. For such Purchasers, their performances, and obligations to pay for products or services under any resulting contract or

Purchase Order, including this Contract, are contingent upon such an annual appropriation by the

Legislature, individual Purchaser or by the appropriating authority. Therefore, any Contract or Purchase

Order, including this Contract, with such a Purchaser shall automatically terminate without penalty or termination costs in the event of non-appropriation.

1.07 CURRENCY

All transaction amounts, bids, quotes, provisions, payments, or any part of this Contract relating to currency are to be made in United States Dollars.

1.08 GENERAL DEFINITION

The terms used in this Contract are defined as the following:

A. Bidder: A business or enterprise that submits a formal bid to the Florida Sheriffs Association Cooperative Purchasing Program in accordance with these Terms and Conditions. A bidder, which is not the Manufacturer, must be authorized by the Manufacturer to market and sell an item for which they are bidding.

B. Bid System: The online forum used for the submission of bids and review of bid results for the specifications connected to this Invitation to Bid. VendorLink is the software used for this bid.

C. Build Sheet: A document from the Bidder that confirms that the item submitted meets or exceeds the FSA Base Specifications. Build Sheets include, but are not limited to, the factory options list and door data plate information which may include details such as engine size and transmission, paint codes, production date, axle code, etc.

D. Dealer: An enterprise authorized by the Manufacturer to market, sell, provide, and service the items for the Florida Sheriffs Association Cooperative Purchasing Program. Dealers may be Vendor-owned and controlled, in whole or in part, or independently owned and controlled.

E. End User: A term used to distinguish the person who ultimately uses or is intended to use a product or for whom a product is designed for use.

F. Factory: Refers to the Manufacturer produced products.

G. Fleet Advisory Committee (”Committee”): An employee of a sheriff’s office or other local governmental agency, or person who the FSA CPP identifies as a subject matter expert who assists with the development of bid specifications and evaluation of bid responses. The Committee makes recommendations to the FSA CPP but is not responsible for final awards.

H. Florida Sheriffs Association (“FSA”): A Florida not-for-profit corporation that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code, with its principal office in Tallahassee, Florida.

I. Florida Sheriffs Association Cooperative Purchasing Program (“FSA CPP”): The entity that administers the Invitation to Bid and contract administration functions for the resulting Contract(s).

J. FSA Base Specifications: Written descriptions of the minimum requirements for each item or item group developed by the FSA CPP for Bidders to bid on. These item requirements may be unique to the FSA CPP and require additional components to the Manufacturer’s standard item.

K. Invitation to Bid: A competitive solicitation and award process established through the issuance of an invitation to Bidders, Vendors, Dealers and Manufacturers to submit a price offer on a specific product to be provided. This term shall include the FSA Base Specifications available to Bidders on the Bid System and references to solicitation documents. The term shall not include requests for proposals, requests for quotes, requests for letters of interest, or purchase orders based on oral or written quotations.

L. Manufacturer: The original producer or provider of items offered on this Contract.

M. Manufacturer’s Suggested Retail Price (“MSRP”): The Manufacturer’s recommended retail selling price, list price, published list price, or other usual and customary price that would be paid by the Purchaser. The following are acceptable sources of current MSRPs and MSRP Lists for use in submission of the bid solicitation and the resulting Contract:

a. Manufacturer’s Computer Printouts

b. Manufacturer’s Annual U.S. Price Book

c. Manufacturer’s official website

N. Non-Scheduled Option: Any optional new or unused component, feature or configuration that is not included or listed in the FSA Base Specifications or options provided by the Vendor.

O. Production Cutoff: A date used by Manufacturers to notify Vendors and Dealers that the Manufacturer has reached maximum capacity for orders or is discontinuing the production of an item. Manufacturers use this term when referring to any given model year for production.

P. Published List Price: A standard “quantity of one” price currently available to government and educational Purchasers, excluding cooperative or volume discounts.

Q. Purchase Order: An official request for order from a Purchaser to an awarded Vendor for an item that has been awarded on this Contract. Purchase Orders placed using this Contract formalize the Terms and Conditions of this Contract under which a Vendor furnishes items to a Purchaser.

R. Purchaser: An entity that seeks to obtain items awarded on this Contract by meeting the eligible user criteria.

S. Qualifications Packet: This packet contains the required forms, attestations, authorizations, and organizational information needed by Bidders to qualify.

T. Terms and Conditions: This document, which serves as the governing Invitation to Bid and

Contract for the identified FSA CPP Invitation to Bid and resulting contract(s). Standard regulations, processes, procedures, and compliance requirements are identified herein. Bidders complete a Qualifications Packet during the bid process indicating they agree to comply with the Terms and Conditions, and that this will serve as the Contract for both parties, should the Bidder(s) receive award. Bidder must respond to the Contract Signature Form affirming acceptance of the Terms and Conditions, which will serve as the Contract for both parties, should the Bidder receive an award.

U. Third Party Supplier: Businesses external to a Bidder or Vendor that provide products and services which contribute to the overall finished item in this Contract. Third Party Suppliers are contractors and/or Subcontractors under the direction and responsibility of the Bidder or Vendor.

V. Vendor: The Bidder(s) that receive award, who agree to provide the Contract items that meet the requirements and FSA Base Specifications of the Contract. The Vendor must agree to the Terms and Conditions, which will serve as the governing Contract. If the Vendor is not the Manufacturer, the Vendor must be authorized by the Manufacturer to market, sell, provide, and service all awarded items.

W. Vendor Installed: A product or service provided by the Vendor or other third party; not the factory.

1.09 ELIGIBLE PURCHASERS OF CONTRACT

Awarded bid Contract pricing, will be extended and guaranteed to the Florida Sheriffs Association, any unit of local government, political subdivision, or agency of the State of Florida(“State”). This includes, but is not limited to counties, municipalities, sheriffs’ offices, clerks, property appraisers, tax collectors, supervisors of elections, school boards or districts, water management districts, other special districts, police and fire departments, emergency response units, state universities and colleges, or other state, local or regional government entities within the State of Florida. Eligible Purchaser also includes all Eligible Users as defined in Rule 60A-1.001(4) Florida Administrative Code (“F.A.C.”).

All Purchasers are bound by applicable Federal and State law, local ordinances, rules, and regulations for purchases made under this Contract. Participating agencies cannot guarantee any order other than those ordered by the individual agency.

In addition, awarded bids can be extended and guaranteed to other entities, which can include out-of-state sales, in accordance with Vendors’ individual Manufacturers’ agreements. Vendors that wish to extend the Contract pricing to entities other than those defined here are governed by their Manufacturers’ agreements and must agree to the Terms and Conditions.

1.10 LEGAL REQUIREMENTS

Federal, State, and local laws, ordinances, rules, and regulations, including any applicable motor vehicle dealer laws, that in any manner affect the items covered herein apply to this Contract and all services, work, materials, and supplies provided by Vendor in order to fulfill its obligations under this Contract.

Lack of knowledge by the Bidder of applicable legal requirements will in no way be a cause for relief from responsibility.

Bidders have the option to certify that they are willing to accept Purchase Orders funded in whole or in part with Federal funds. By opting in, Bidders certify that they are willing to comply with the requirements outlined in Appendix D upon receipt of a federally funded Purchase Order. This is not a requirement of the Invitation to Bid or Contract. Bidders are not required to opt-in; however, they are required to indicate whether they will opt-in or opt-out of receiving Federally funded Purchase Orders.

The FSA CPP has taken actions to provide and develop information, materials, and resources for Bidders, Vendors and Purchasers that will assist in the use of Federal funding with this Contract for Purchasers that use Federal funds for purchase or intend to request reimbursements using Federal funds.

1.11 PATENTS & ROYALTIES

The Vendor, without exception, shall indemnify and hold harmless the Florida Sheriffs Association (“FSA”) and its employees from liability of any nature or kind, including costs and expenses for, or on account of, any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the Contract, including its use by the FSA or a Purchaser or an End User.

If the Bidder uses any design, device or materials covered by letters, patent, or copyright, it is mutually understood and agreed, without exception, that the bid prices shall include all royalties or costs in any way arising, directly or indirectly, from the use of such design, device, or materials in any way involved in the work.

1.12 FEDERAL AND STATE STANDARDS

It is the intent of the FSA CPP that all specifications herein are in full and complete compliance with all Federal and State of Florida laws, requirements, and regulations applicable to the type and class of commodities and contractual services being provided.

In addition, any applicable Federal or State legal or regulatory requirements that become effective during the term of the Terms and Conditions, regarding the items and services specifications, safety, and environmental requirements shall immediately become a part of the Terms and Conditions. The Vendor shall meet or exceed any such requirements of the laws and regulations. If an apparent conflict exists, the Vendor shall contact the FSA CPP immediately.

1.13 UNDERWRITERS’ LABORATORIES

Unless otherwise stipulated in the bid, all manufactured items and fabricated assemblies shall be Underwriters’ Laboratories, or U.L., listed or re-examination listing where such has been established by U.L. for the item(s) offered and furnished.

1.14 AMERICANS WITH DISABILITIES ACT

To request this material in accessible format, sign language interpreters, information on access for persons with disabilities, or any accommodation to review any document or participate in any FSA sponsored proceeding, please contact FSA Human Resources at (850) 877-2165 five (5) business days in advance to initiate your request. TTY users may also call the Florida Relay Service at 711.

1.15 REASONABLE ACCOMMODATION

In accordance with the Title II of the Americans with Disabilities Act, any person requiring an accommodation because of a disability at the bid opening must contact the FSA Human Resources at

(850) 877-2165.

1.16 DISADVANTAGED BUSINESSES

As part of the solicitation process the FSA CPP makes information publicly available to potentially qualified entities, and conducts additional outreach to qualified:

• Small businesses,

• Minority-owned small businesses,

• Women-owned small business enterprises, and

• Disadvantaged business enterprises.

The FSA CPP takes necessary affirmative steps to ensure that small businesses, minority businesses, women’s business enterprises, veteran-owned businesses and labor surplus area firms are used, when possible, as recommended by 2 C.F.R. § 200.321. The FSA CPP will:

• Evaluate whether above-listed types of businesses are potential sources,

• Place those qualified businesses enterprises on solicitation lists, and

• Search the Small Business Administration, Minority Business Development Agency, and Labor Surplus Area reports for additional potential sources.

Bidders self-certify in the qualification packet whether they meet the state and federal definitions of a small business, minority-owned small business, women-owned small business enterprise, and disadvantaged business enterprise.

1.17 ANTI-DISCRIMINATION, E-VERIFY, AND ANTI-

HUMAN TRAFFICKING REQUIREMENTS

The Bidder certifies that they are in compliance as applicable by Federal or State law.

The Vendor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes.

The Vendor shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees. The FSA, the FSA CPP, or Purchaser, may terminate this Contract immediately for cause if there is a good faith belief that the Vendor has knowingly violated Section 448.09(1), Florida Statutes.

If the Vendor anticipates entering into agreements with a Subcontractor for the services and/or work contemplated under this Agreement, the Vendor will not enter into the Subcontractor agreement without first receiving an affidavit from the Subcontractor regarding compliance with Section 448.095, Florida Statutes, and stating that the Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Vendor shall maintain a copy of such affidavit for the duration of the agreement and provide a copy to the FSA, the FSA CPP, or Purchaser, upon request.

In the event that the FSA, the FSA CPP, or Purchaser, has a good faith belief that a Subcontractor has knowingly violated Section 448.095, Florida Statutes, but the Vendor has otherwise complied with its obligations hereunder, the FSA, the FSA CPP, or Purchaser, shall promptly notify the Vendor. The Vendor agrees to immediately terminate the agreement with the Subcontractor upon notice from the FSA, the FSA CPP or Purchaser. Further, absent such notification from the FSA, the FSA CPP or Purchaser, the Vendor or any Subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated Section 448.09(1), Florida Statutes, shall promptly terminate its agreement with such person or entity.

By entering into this Contract, the Vendor represents that no public employer has terminated a contract with the Vendor under Section 448.095(5)(c), Florida Statutes, within the year immediately preceding the date of this Contract.

The Vendor certifies, by acceptance of this Contract, that neither it nor its principals utilize coercion for labor or services as defined in Section 787.06, Florida Statutes. The Vendor agrees to execute an affidavit in a form satisfactory to the FSA, the FSA CPP or the Purchaser in compliance with Section 787.06(14), Florida Statutes.

1.18 BEST COMMERCIAL PRACTICES

The apparent silence or omission of any description from the specifications shall be regarded as meaning that only the best commercial practices, size, and design are to be used. All workmanship is to be first quality. All interpretations of the FSA Base Specifications shall be upon the basis of this statement.

1.19 PUBLIC ENTITY CRIMES (“PEC”) AND SCRUTINIZED

COMPANIES STATEMENTS

In accordance with the Public Entity Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list, maintained by the State of Florida Department of Management Services following a conviction for public entity crimes, may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a vendor, supplier, sub-vendor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.

In accordance with Section 287.135, Florida Statutes, Bidder certifies that neither it nor any of its officers, directors, executives, partners, shareholders, members, or agents is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or the Scrutinized Companies that Boycott Israel List created pursuant to Sections 215.4725 and 215.473, Florida Statutes, and in the event such status changes, Bidder and/or Vendor, if status changes after award, shall immediately notify FSA, the FSA CPP and/or the Purchaser. If Bidder and/or Vendor, if applicable after award, is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the FSA and/or the FSA CPP may immediately terminate this Contract.

1.20 TAX EXEMPTION

Purchasers making a purchase pursuant to the awarded bid are generally exempt from Federal Excise and State Sales Tax. It is the responsibility of the Vendor to verify that the Purchaser is exempt by obtaining the Purchaser’s Federal Excise and State Taxes and Use Certificate Number.

The Florida Sheriffs Association is a 501(c)3 organization and is exempt from all Federal Excise and State Taxes. The FSA State Sales Tax and Use Certificate Number is 85-8012646919C-3.

1.21 ORDER OF PRECEDENCE IN THE EVENT OF CONFLICT

In the event of conflict, the conflict may be resolved in the following order of priority (highest to lowest):

• Addenda to Contract Terms and Conditions, if issued

• Contract Conditions

• General Conditions

• Addenda to Bid Specifications, if issued

• The FSA Base Specifications

• Bidder Instructions

1.22 COMMUNICATIONS

Communications between a Bidder, lobbyist or consultant and the FSA are limited to matters of process or procedure and shall be made in writing to the FSA CPP Staff.

Bidders should not rely on representations, statements, or explanations other than those made in this Invitation to Bid or in any written addendum to this Invitation to Bid, and no oral representations, statements, or explanations shall be deemed to bind the FSA or Eligible Users.

1.23 CLARIFICATION AND ADDENDA

Any questions or clarifications concerning the Invitation to Bid shall be submitted to the FSA CPP by e-mail to CPP@flsheriffs.org with the bid title and number referenced on all correspondence. Final questions must be received by the date for Request for Clarification stated on the Bid Calendar.

Questions and answers will be posted to the FSA CPP Bid System on the date indicated in the Bid Calendar. Questions received during the cone of silence dates listed on the Bid Calendar will not be addressed, except as provided herein.

Interpretation of the specifications or any solicitation documents will not be made to the Bidder verbally, and if any verbal clarifications are provided, they are without legal effect. The FSA CPP will make every attempt to e-mail updates to registered Bidders. However, posting to the FSA CPP website or the Bid System constitutes proper notice of addenda.

The FSA CPP shall issue a formal addendum if substantial changes that impact the submission of bids are required. Any such addenda shall be binding on the Bidder and shall become a part of the solicitation document. In the event of conflict with the original specifications, addenda shall govern to the extent specified. Subsequent formal addenda, if any, shall govern over prior formal addenda only to the extent specified. The FSA will not be responsible for any explanation or interpretation made verbally or in writing except those made through the posting of a formal addendum.

The bid submission constitutes acknowledgment of addenda to the FSA Base Specifications. Bids that fail to account for the specification addenda shall be determined to be nonresponsive; however, the FSA CPP may waive this requirement when in its best interest.

After the start of the Contract term, the FSA CPP will notify all Vendors of any addenda and will require acknowledgement of the new terms and conditions. If the Vendor does not agree to the new terms and conditions, the Vendor’s award can be removed or replaced by another Vendor or qualified responsive Bidder.

1.24 SIGNED BID CONSIDERED AN OFFER

The signed bid shall be considered an offer on the part of the Bidder, which offer shall be deemed accepted upon approval by the FSA CPP. The bid submission must be signed by an authorized representative. Submission of a bid in the FSA CPP Bid System constitutes a signed bid for purposes of bid evaluation. An electronic signature may be used and shall have the same force and effect as a written signature.

1.25 ASSIGNMENT OF CONTRACT

No right or interest in this Contract may be assigned, transferred, conveyed, sublet, or otherwise disposed of, without prior written consent of the FSA CPP.

If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this

Contract, a successor-in-interest must perform all obligations under this Contract. The FSA CPP reserves the right to reject the acquiring entity as Vendor. A change of name agreement will not change the contractual obligations of the Vendor.

In the event a Manufacturer reassigns the product line to an alternate company, the Vendor is required to notify the FSA CPP in writing of the change within ten (10) business days of the reassignment. If the Vendor is not already an approved FSA CPP Vendor, the alternate company is required to submit a Qualifications Packet to the FSA CPP to become an approved Vendor prior to conducting any qualified sales. The FSA CPP may approve such assignments of existing or new vendors at its discretion. The Vendor is required to honor the Contract pricing and all of the applicable Terms and Conditions throughout the remaining term of the Contract.

1.26 TERMINATION OF PRODUCT LINE

If a Vendor terminates a product line (Manufacturer or model), the Vendor is required to notify the FSA CPP within ten (10) business days of the decision not to retain the product line. The FSA CPP may remove the terminated products from the Contract. In the event of the termination of a product line (Manufacturer or brand), the Purchaser shall compensate the Vendor in accordance with the Contract for all goods delivered by the Vendor prior to termination, net of any costs incurred by the Purchaser and the FSA as a consequence of the termination.

1.27 DEMONSTRATION OF COMPETENCY

Bidders must be able to demonstrate a good record of performance for a reasonable period of time, and have sufficient financial support, equipment and organization to ensure they can satisfactorily execute the services if awarded a Contract under the Terms and Conditions herein stated.

The terms "equipment” and “organization" as used herein shall be construed to mean a fully equipped and well-established company in line with the best business practices in the industry and as determined by the FSA CPP.

The FSA CPP may consider any evidence available and may require submission of supporting documentation regarding the financial, technical, and other qualifications and abilities of a Bidder, including past performance with the FSA CPP, in making the award.

The FSA CPP may inspect the Bidder's facility prior to the award of Contract. Bids will only be considered from firms which are regularly engaged in the business of providing the goods or services described in this Invitation to Bid.

1.28 VENDOR ABILITY TO PERFORM

The FSA CPP may require Bidders to show proof that they have been designated as authorized representatives of a Manufacturer or supplier, which is the actual source of supply. In these instances, the FSA CPP may also require information from the source of supply regarding the quality, packaging, and characteristics of the products. Any conflicts between this material information provided by the source of supply and the information contained in the bid submission may render the bid nonresponsive.

During the Contract term, the FSA CPP may review the Vendor’s record of performance and may require submission of supporting documentation to ensure that the Vendor is providing sufficient financial support, equipment and organization.

If the FSA CPP determines that the Vendor no longer possesses the financial support, equipment and organization in order to comply with this section, the FSA has the authority to immediately terminate the Contract.

By responding to this Invitation to Bid, the Bidder warrants that, to the best of his or her knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Bidder’s ability to satisfy the obligations of a resulting contract. The Bidder warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to Section 287.133, of the Florida Statutes, or on any similar list maintained by any other state or the Federal government.

The Bidder, by responding to this Invitation to Bid, acknowledges and warrants that, if selected, Bidder (being then considered a “Vendor”) shall immediately notify the FSA, the FSA CPP and Purchaser in writing if its ability to perform is compromised in any manner during the term of the Contract.

1.29 FINANCIAL RESPONSIBILITY

Bidder affirms by the submission of the bid and by signature on the Contract Signature Form that the Bidder:

• Has fully read and understands the scope, nature, and quality of work to be performed or the services to be rendered under this Invitation to Bid and has adequate facilities and personnel to fulfill such requirements.

• Accepts the financial responsibility associated with this bid and declares that they have access to capital (in the form of liquidity or credit lines) in order to meet the financial demands of such award.

• Has assessed the financial responsibility required to serve the Contract as bid, including such details as the obligations to perform all items bid, zones bid, and quantities that could be ordered, as well as timing of payment from Purchasers, which can be forty-five (45) calendar days from receipt of invoice.

1.30 QUALITY AND SAFETY

All materials used for the manufacture or construction of any supplies, materials or equipment covered by this bid shall be new. The items bid must be new, the latest model, of the best quality, and highest-grade workmanship that meet or exceed Federal safety standards.

Items requiring certification should require certification of options in cases where non-certified options could result in the decertification of the original product or warranty. In all cases where options are not certified, the Bidder (or, if after award, the Vendor) must disclose to the End User that the non-certified options are not required to be certified. All options must meet or exceed Federal safety standards.

1.31 NONCONFORMANCE

Items may be tested for conformance with specifications. Items delivered that do not conform to specifications may be rejected and returned at the Vendor's expense.

Any violation of these stipulations may also result in:

• Vendor's name being removed from the Awarded Vendor List.

• The FSA and Purchasers being advised not to do business with Vendor.

1.32 GRATUITIES

Bidders shall not offer any gratuities, favors, or anything of monetary value to any official, employee, or agent of the FSA, for the purpose of influencing consideration of this bid. Bidders shall disclose in writing any conflicts of interest to the FSA prior to any award, or as soon as practicable after learning of any such conflict, including any contractual or employment relationships with the FSA or potential Purchasers of Bidders’ products or services.

1.33 NEUTRALITY

The Cooperative Purchasing Program maintains a neutral role in the administration of its contracts and does not endorse, recommend, or promote individual vendors. All awarded vendors are responsible for their own marketing and outreach to participating agencies.

1.34 TIE BIDS

The FSA CPP has the right to award multiple Bidders the primary or alternate award in the event of a tie.

In the event the FSA CPP desires to break tie bids, and businesses have qualifying drug-free work programs, the award will be made using the following criteria:

• Bidder within the State of Florida; and of none, then

• Vendors’ performance record with Purchasers; and of none, then

• Coin Toss.

1.35 RIGHT TO AUDIT

Vendor shall establish and maintain a reasonable accounting system that enables the FSA CPP to readily identify Vendor’s sales. The FSA CPP and its authorized representatives shall have the right to audit and to make copies of all related records pertaining to this Contract, including all government sales and Eligible User information, whether kept by or under the control of the Vendor, including, but not limited to those kept by its employees, agents, assignees, successors, sub-vendors, or Third Party Suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to:

• Accounting records, including but not limited to Purchase Orders, confirmation of orders or invoices, paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements;

• Written policies and procedures;

• Subcontract files (including proposals of successful and unsuccessful Bidders, bid recaps, etc.);

• Original estimates, quotes, or work sheets;

• Contract amendments and change order files;

• Insurance documents; or

• Memoranda or correspondence.

Vendor shall maintain such records during the term of this Contract and for a period of three (3) years after the completion of this Contract. At the Vendor’s expense and upon written notice from the FSA and/or the FSA CPP, the Vendor shall provide such records for inspection and audit by the FSA and/or the FSA CPP or its authorized representatives. Such records shall be made available to the FSA and/or the FSA CPP during normal business hours within three (3) business days of receipt of the written notice.

The FSA and/or the FSA CPP may select the Vendor’s place of business or offsite location for the audit.

The FSA and/or the FSA CPP may also request the Vendor provide requested records via e-mail.

Vendor shall ensure the FSA and the FSA CPP have these rights with Vendor’s employees, agents, assigns, successors, and Third Party Suppliers, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Vendor and any sub-vendors to the extent that those subcontracts or agreements relate to fulfillment of the Vendor’s obligations to the FSA, the FSA CPP, or Purchaser(s).

Professional fees, personnel costs, and travel costs incurred by the FSA and/or the FSA CPP, under its authority to audit and not addressed elsewhere will be the responsibility of the FSA and/or the FSA CPP, as applicable. However, if the audit identifies underreporting, overpricing or overcharges (of any nature) by the Vendor to the FSA, the FSA CPP, or a Purchaser in excess of three percent (3%) of the total Contract billings, the Vendor shall reimburse the FSA and/or the FSA CPP for the total costs of the audit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the FSA may recoup all the costs of the audit work from the Vendor.

Any adjustments or payments that must be made as a result of any such audit or inspection of the Vendor’s invoices or records shall be made within a reasonable amount of time, not to exceed sixty (60) calendar days, from presentation of the FSA’s and/or the FSA CPP’s findings to Vendor.

The FSA, the FSA CPP, and the Purchaser(s), as applicable have the right to assess damages or seek reimbursements or refunds based on audit results.

1.36 LICENSES AND PERMITS

The Bidder shall obtain and pay for all licenses, permits and inspection fees for this bid submission and any resulting Contract. Where Vendors are required to enter or go onto the FSA or Purchaser property to deliver materials or perform work or services as a result of a bid award, the Vendor will assume the full duty, obligation and expense of obtaining all necessary licenses, permits and insurance.

The Bidder must, by the time of award, be actively registered to do business in the State of Florida on Su nBiz.gov.

1.37 PERFORMANCE BONDS

Purchasers may request a performance bond from a Vendor. Performance bonds are recommended with pre-payment and will be at the expense of the requesting agency. Purchasers should determine the best practice in comparing performance bond expense against any prior discounts that may be available.

1.38 ELIMINATION FROM CONSIDERATION

This Invitation to Bid shall not be awarded to any person or Bidder who has outstanding debts to the FSA, whether in relation to current or previous bid awards or for other business purposes.

1.39 INDEPENDENT PREPARATION

A Bidder shall not, directly, or indirectly, collude, consult, communicate, or agree with any other Bidder as to any matter related to the bid each is submitting. Additionally, a Bidder shall not induce any other Bidder to modify, withdraw, submit, or not submit a bid.

Bidders or Vendors who are found to have engaged in these acts will be considered nonresponsive and will be suspended or barred from bid participation. Contract awards resulting from these acts may be terminated for default. Further, any such acts detected by the FSA may be reported to relevant law enforcement and/or prosecutorial agencies.

Bidders may submit multiple bids without violating this provision if the bid submitted is not from the same Manufacturer and product line. Dealers that share the same ownership may submit multiple bids without violating this provision if the Bidders are not in the same region featuring the same Manufacturer and product line.

1.40 DEFAULT

In case of default on the part of Vendor, the FSA and/or the FSA CPP may take necessary steps to otherwise procure the products sought, including but not limited to procuring the products or services from the next highest ranked Bidder or from other sources. A defaulting Vendor may be held liable for costs incurred by the FSA and/or the FSA CPP in procuring replacement products.

1.41 PROTESTS AND ARBITRATION

Any person who is adversely affected by the decision or intended decision to award shall file a “Notice of Protest” in writing to the FSA CPP within three (3) business days after the posting of the Intent to Award and shall file a formal written protest within five (5) business days after filing the Notice of Protest. Failure to file both a notice of protest and a formal written protest within the above referenced timelines shall constitute a waiver of proceedings.

The burden is on the party protesting the award of the bid to establish grounds for invalidating the award(s). The formal written protest must state with particularity the facts and law upon which the protest is based. Options are for informational purposes only and will not serve as a basis for protest.

Failure to do so will result in a denial of protest. Formal written protest which states with particularity the facts and law upon which the protest is based will be reviewed by the FSA legal counsel for legal soundness and validity, and corrective action will be taken as needed contingent upon the validity of such claims. However, any additional time required and cost incurred by the FSA to substantiate a protesting party’s claim(s) beyond the normal scope of its legal review due to the vague or inconclusive nature of the protesting party’s filing will be reimbursable to the FSA and deducted from the protesting party’s bond or security which must accompany their filing.

Any Bidder who files an action protesting a decision or intended decision pertaining to this Contract shall post a bond, cashier’s check or money order payable to the Florida Sheriffs Association in the amount equal to ten percent (10%) of the item being protested. The bond, cashier’s check or money order must be filed at the time of filing the formal written protest or within the five (5) business day period allowed for filing the formal written protest. The FSA CPP will provide the amount required within two (2) business days of the notice of protest received. This bond or security will be conditioned upon the payment of all costs which may be adjudged against the protesting party in a court of law and/or to reimburse the FSA for additional legal expenses incurred and required to substantiate the protesting party’s claim(s). Failure to post the bond or security requirement within the time allowed for filing will result in a denial of protest. The filing of the protest shall not stay the implementation of the bid award by the Florida Sheriffs Association.

Should the unsuccessful Bidder(s) decide to appeal the decision of the FSA, they shall file a notice to the FSA CPP within three (3) business days of the FSA bid protest decision regarding their intent to request arbitration. A demand for arbitration with the American Arbitration Association’s (“AAA”) commercial panel under its rules and regulations must be made within ten (10) business days of the FSA bid protest decision. Any person who files for an arbitration with the AAA shall post with the Florida Sheriffs Association at the time of filing the formal written arbitration request, a bond, cashier’s check, or money order payable to the Florida Sheriffs Association in the amount equal to ten percent (10%) of the product line being protested. This amount will be the same amount as the FSA CPP provided at the time of filing the initial protest. Failure to provide written notice to the FSA CPP, file a demand for arbitration with the AAA, or failure to post the required bond and security requirement within the specified timelines shall constitute a waiver of arbitration proceedings. By responding to this procurement, the Bidder expressly agrees to the use of mandatory binding arbitration to resolve any appeals of the decision of the FSA, and any claims arising from or in any way relating to the procurement process, and expressly waives any and all rights that it may otherwise have to pursue such claims in any other forum, judicial or otherwise.

If the party filing for arbitration does not prevail, it shall pay all costs, legal expenses and attorney fees of the prevailing party incurred in connection with the arbitration. However, if the filing party prevails, the parties shall share equally the fees and expenses of the arbitration and AAA, and each shall bear the cost of their own attorneys’ fees. The filing for arbitration shall not stay the implementation of the bid award by the Florida Sheriffs Association.

1.42 NONPERFORMANCE

By virtue of the bid submission, Bidder acknowledges its obligation to sell items in all zones for which it is awarded. Upon award, failure of the Vendor to comply with these requirements may result in the imposition of liquidated damages of up to $1,000 per item, which amount the Vendor agrees is reasonable, or probation, suspension, termination or a combination thereof from current and future bids at the FSA CPP’s discretion.

The Vendor shall at all times during the Contract term remain responsive and responsible. In determining Vendor’s responsibility, the FSA CPP shall consider all information or evidence that demonstrates the Vendor’s ability or willingness to fully satisfy the requirements of the Terms and Conditions.

Vendors that are not in compliance with any of the provisions of this Contract can be assessed liquidated damages, suspended or terminated from the Contract. The FSA CPP at its sole discretion may remove a noncompliant Vendor from future competitive bid solicitations; or take other actions including suspension from the Contract until compliance issues are resolved, limit current or future Vendor participation by items or zones, or other actions as determined by the FSA CPP at its sole discretion.

At the FSA CPP’s discretion, Vendors may be required to develop corrective action plans to address contract compliance. Failure to abide by corrective action plans will result in termination from the existing Contract and future competitive bid solicitations at the discretion of the FSA CPP.

In situations where there is evidence that the Vendor has engaged in egregious breaches of the Contract with respect to either the FSA CPP and/or the Purchaser, the Contract can be terminated immediately and the Vendor will be removed from future solicitations for a period of up to three (3) years, or a permanent ban from the bid process at the sole discretion of the FSA CPP.

Specific conditions for termination include, but are not limited to; failure to perform, refusal to accept orders during the Contract term while Manufacturer orders are still being accepted for current model year or the new year if the item is price protected by the factory, charging amounts exceeding MSRP on factory or Vendor installed items and packages, requiring the purchase of additional options over and above the base item as a condition of acceptance of order, providing aftermarket options where factory options are available without the consent of the Purchaser, any misrepresentation of optional equipment or service as being factory that fails to meet the definition as described in this document, and any other practice deemed to be inconsistent with the intent of the Contract.

Any Vendor presented with a valid Purchase Order consistent with Vendor bid quotes or other agreed upon terms and pricing is required by this Contract to accept such Purchase Order and deliver the product. Purchase Orders must be fulfilled whether or not the Purchase Order includes options. The Vendor must deliver this product in accordance with the Terms and Conditions – regardless of whether doing so will provide the Vendor with a profit or loss.

Failure to deliver the item may result in the Purchaser seeking damages for the difference of cost to issue a new Purchase Order with another Vendor, plus any legal fees and damages that may be incurred in the process to facilitate a completed order. Additionally, the FSA and/or the FSA CPP may seek damages for nonpayment of administrative fees, to which the FSA and/or the FSA CPP is entitled, according to Section 3.21, and any attorneys’ fees incurred in the recovery of these damages.

1.43 SEVERABILITY

In the event any provision of this Contract is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the Contract, which shall remain in full force and effect and enforceable in accordance with its terms.

1.44 TERMINATION FOR CAUSE

If, through any cause within the reasonable control of the Vendor, it shall fail to fulfill in a timely manner or otherwise violate any of the terms of this Contract, the FSA shall have the right to terminate the services remaining to be performed.