VSA_Heavy_Equipment_T&C_2.9.24_FINAL.pdf

2.9.2024

Virginia Sheriffs’ Association Heavy Equipment Procurement Program

Invitation for Bids

901 East Byrd Street – Suite 1301

Richmond, Virginia 23219

Main Number – (804) 225-7152

Facsimile – (804) 225-7162

Contact:

Jason Bennett

Director of Business Development

919-459-8195 jbennett@virginiasheriffs.org

Kaylyn Mitman

Cooperative Bid Coordinator

919-459-6471 kmitman@virginiasheriffs.org

Virginia Sheriffs’ Association Heavy Equipment Procurement Program – Solicitation for Bids and Contract Terms and Conditions

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Section I

Pre-Bid Procedures

1.0 EXPLANATION OF PROGRAM

• Every year the Virginia Sheriffs’ Association (VSA) will solicit participation from vetted heavy equipment dealers and manufacturers to participate in the association’s Heavy Equipment Procurement Program.

• Every year the VSA will provide public bodies within the Commonwealth of

Virginia and other states a comprehensive Lot Sheet made up of heavy equipment specifications.

• The contract award documents will be placed on the VSA’s website and consist of heavy equipment items that have been submitted by heavy equipment dealers and manufacturers. Each piece of heavy equipment listed within the contract award documents will include competitively bid prices to include a negotiated discount on all options for each piece of listed heavy equipment.

• Public bodies may use the VSA’s contract award documents to fulfill their local procurement regulations by meeting or exceeding the requirement of having to go out to bid on pieces of heavy equipment.

• If a Public Body requires a new piece of heavy equipment and it is included on the VSA’s Heavy Equipment Procurement Program, the Public Body is advised to contact the heavy equipment contractor on the VSA program to initiate the buying process and the submittal of a PO.

The PO represents a contractual arrangement between the Contractor and the Public

Body. There is no contractual arrangement between the VSA and the Public Body.

1.1 PURPOSE

The Virginia Sheriffs’ Association (VSA) invites interested vendors, including

Dealers to submit responses in accordance with these solicitation documents. The

VSA will serve as the “Contract Administrator” in the solicitation process and the administration of the resulting Contract. The purpose of this solicitation for Bids is to establish a Contract with manufacturer’s authorized dealers for providing current model year Heavy Equipment on a “no trade-in basis.”

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Trade-ins are not addressed in this Contract. If a Public Body has a desire to offer Heavy Equipment for trade to the contractor, the Public Body and contractor may do so at their discretion, separate and apart from this

Contract.

Bidders agree that upon submission of a Bid they are a party to the Terms and Conditions in this IFB. There is no contractual relationship between the

VSA and bidders.

1.2 DEFINITIONS

The following terms are defined as the follows:

a) Add Option – A product or service provided by the Heavy Equipment manufacturer.

b) Bid – A competitive Bid procedure initiated through the issuance of a solicitation for Bids. The term “Bid” as used herein, shall not include request for proposals, request for qualifications, request for letters of interest, or the solicitation of POs based on oral or written quotations.

c) Bid Title – The Bid title consists of the Bid number assigned to each Contract term by the VSA.

d) Bidder – The entity that submits a Bid and documentation to the VSA

Contract Administrator in accordance with the terms and conditions contained herein.

e) Commonwealth – Commonwealth of Virginia.

f) Contract – The Terms and Conditions of the Invitation for Bids in which a bidder must sign and abide by.

g) Contract Administrator – A VSA representative who is responsible for the procurement process and the administering of the resulting Contracts for the HEPP.

j) Contractor – The Bidder that has been awarded a Contract and agrees to sell Heavy Equipment under the requirements, specifications and terms and conditions of this agreement, to eligible Customers, as defined herein.

k) Cooperative Bid Coordinator – A Virginia Sheriffs’ Association

4 | P a g e representative who is responsible for the day to day operations of the

HEPP.

l) Customer – An eligible Customer as defined in Section 1.3.

m) Dealer Option – A product or service provided by the dealer or third party but not the factory.

n) Factory – The manufacturer or assembly line for Heavy Equipment.

o) Fleet Final Order Date – The model year cutoff date by which Heavy

Equipment must be ordered as set forth by the manufacturer.

p) Heavy Equipment - Heavy equipment. Examples include, but are not limited to: refuse chassis, refuse bodies, lawn mowers, earth movers, dump bodies, light towers, and generators.

q) Heavy Equipment Procurement Program (HEPP) – A program managed by the VSA for providing public procurement of quality goods to support effective and efficient government ensuring the prudent use of public funds.

The primary goals of the HEPP are:

• Providing efficient delivery of products and services;

• Obtaining best value through competition;

• Offering fair and equitable competitive contracting opportunities for suppliers; and

• Maintaining public confidence through ethical and transparent procurement practices.

r) IFB- Invitation for bids. Also referred to as the VSA Terms and Conditions.

s) MSRP – The manufacturer’s suggested retail price, which represents the manufacturer’s recommended retail selling price, list price, published price, or other usual and customary price that would be paid by the buyer.

t) Price List – Also referred to as a “Lot Sheet,” is a VSA authorized alternative to a submitted bid for VSA determined Heavy Equipment specifications. A

Price List consists of the following required information: list price of base unit, the bidder’s percentage discount on Heavy Equipment, percentage discount on attachments and accessories, and percentage discount on all pieces of Heavy Equipment within each pre-established lot.

u) PO – purchase order.

v) Public Body - means any legislative, executive or judicial body, agency, 5 | P a g e office, department, authority, post, commission, committee, institution, board or political subdivision created by law to exercise some sovereign power or to perform some governmental duty, and empowered by law to undertake the activities described in this Invitation for Bids. "Public Body" shall include (i) any independent agency of the Commonwealth, and (ii) any metropolitan planning organization or planning district commission which operates exclusively within the Commonwealth of Virginia. Credit – Virginia

Public Procurement Act, § 2.2-4300.

w) Specifications – Detailed information provided by the dealer/manufacturer describing the base model of Heavy Equipment.

x) Subcontractor or 3rd Party – An individual or business that contracts with a

Contractor to perform part or the entirety of the fulfillment of a Contractor’s purchase order.

y) Total Recognized MSRP – Occurs when a VSA requested option does not exist on the base model of the piece of Heavy Equipment as a free flow option contained in the manufacturer’s order guide. This MSRP is generated by the creation of a new model that includes the requested VSA option content. The Total Recognized MSRP is calculated as the differential between the bidder costs on the representative base piece of Heavy

Equipment versus total MSRP of the requested VSA option modifying the piece of Heavy Equipment.

z) VendorLink – Online bid system used to submit all bids and required bid documents.

1.3 COOPERATIVE PROCUREMENT

This procurement program is being conducted by the VSA in accordance with the provisions of the Code of Virginia, Section 2.2-4304, as amended, except as modified in this Contract or a PO. If agreed to by the Contractor, public bodies may utilize this Contract. The Contractor shall deal directly with any Public Body it authorizes to use the Contract. The VSA, its officials, and staff are not responsible for placement of orders, invoicing, payments, contractual disputes, or any other transactions between the Contractor and any other public bodies, and in no event shall the VSA, its officials or staff be responsible for any costs, damages, or injury resulting to any party from the Contract or a PO.

The VSA assumes no responsibility for any notification of the availability of the

Contract for use by other public bodies, but the Contractor may conduct such

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1.4 ELIGIBLE CUSTOMERS OF HEPP

The HEPP is available to any and all public bodies in the Commonwealth and other states where Cooperative Purchasing is approved by their state’s procurement guidelines.

All Customers are bound by their individual governing purchasing ordinances, rules and regulations. All Contractor/dealers are governed by their manufacturer’s agreement. See also Section 1.5 Funding.

1.5 TERM OF CONTRACT

The Contract shall remain in effect until the next official Contract is published. A

Contract may be renewed by mutual agreement between the VSA and the

Contractor, at the sole option and discretion of the VSA, for up to two additional consecutive years, on a year to year basis.

Contract extensions will only be executed when conditions indicate it is in the best interest of the VSA and the Customers.

If the VSA submits a request for Bids from interested dealerships, the term of each qualified, submitted Bid shall remain in effect until the next official contract award has been released by the VSA.

If a Contract is continued beyond the term provided by mutual consent, the

Contract shall be carried out on a month-to-month basis only and shall not constitute an implied renewal of the Contract. Said month to month extension shall be upon the same terms of the Contract and at the compensation and payment provided herein.

Any approved price increases must be in accordance with §3.8 of this Invitation for

Bids.

1.6 FUNDING

The continuation of the terms, conditions, and provisions of a resulting PO submitted by a Public Body beyond June 30 of any year, the end of the Public

Body’s fiscal year, are subject to approval and ratification by the governing body of the Public Body and appropriations by them of the necessary money to fund the

PO for each succeeding year. In the event of non-appropriation of funds, the PO

7 | P a g e shall be automatically terminated with no recourse for the Contractor.

1.7 COMMUNICATIONS

Communications between a Bidder, its representative(s) and the VSA are limited to matters of process or procedure. Requests for additional information or clarifications must be made through electronic communication to the VSA Contract

Administrator no later than ten (10) calendar days prior to the scheduled bid opening date; all electronic communication must be sent to jbennett@virginiasheriffs.org.

During this Invitation for Bids period, all questions/communication will only be accepted through electronic communication directly to the VSA Contract

Administrator. All electronic communication should be addressed to

The VSA will issue replies to inquiries and any other corrections or amendments it deems necessary in written addenda issued prior to the deadline for submitting a bid.

Bidders should not rely on representations, statements, or explanations other than those made in this Invitation for Bids or in any written addendum to this IFB.

Bidders should verify with the VSA Contract Administrator prior to submitting a bid that all addenda have been received.

1.8 CONTRACTOR’S AUTHORIZATION TO TRANSACT BUSINESS

A. The VSA shall include in every written Contract a provision that a Contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law. Refer to The Virginia State Corporation Commission

Registration Information Form.

B. Any Bidder described in subsection A that fails to provide the required information shall not participate in the HEPP unless a waiver of this requirement and the administrative policies and procedures established to implement this section is granted by the chief executive of a local Public Body.

C. Any business entity described in subsection A that enters into a Contract with a

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Public Body pursuant to this chapter shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so, required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the Contract.

D. The VSA may void any Contract with a business entity if the business entity fails to remain in compliance with the provisions of this section

Credit – Virginia Public Procurement Act §2.2-4311.2

1.9 REFERENCES

Bidders shall furnish the names, addresses, and telephone numbers on company letterhead of a minimum of five (5) private firms or government organizations for which the Contractor is currently providing or has provided similar services. Two

(2) of the references must be government related. A bidder participating for the first time in government fleet sales/bidding may be considered exempt from this requirement if they can demonstrate to the satisfaction of the VSA Contract

Administrator that they have the appropriate experience, facilities, staffing, and financial resources to support the Contract should they receive an entry on the published Lot Sheet. See Section 1.9 Bidder Qualifications.

1.10 BIDDER QUALIFICATIONS

For Bids to be considered, new Bidders to the HEPP must submit with its Bid, evidence that they are qualified to satisfactorily perform the specified service.

Evidence shall include all information necessary to certify that the Bidder maintains a permanent place of business; is an authorized distributor of the items specified in its proposal; has not had sustained claims filed against the Bidder or the Bidder’s firm; and has provided similar type products or services previously. The evidence also will consist of listings of Contracts for similar products or services that have been provided to public and private sector clients within the last three (3) years, and letter(s) from the manufacturer that the Bidder is an authorized distributor for the proposed manufacturer. See Section 1.17

Any bidder that has been awarded a contract and has not sold off of the contract for three (3) consecutive years shall not be qualified to submit a bid for a period of

12 months following the third consecutive year of failing to sell off of an awarded contract.

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1.11 LATE BIDS

At the time, date, and place indicated in the published Bid Calendar, the Bids will be opened. Any Bids received after the time and date specified will be rejected by the VSA. An electronic Bid is considered received by the VSA when the

Cooperative Bid Coordinator acknowledges the submission within VendorLink. All electronic Bids are final at the date and time outlined on the official calendar. Any bid or required bid documents submitted outside of VendorLink will be rejected.

The responsibility for submitting a Bid before the stated time and date deadline is solely and strictly the responsibility of the Bidder. The VSA is not responsible for delays caused by Internet outages, disruption of internet services, or any other occurrence.

1.12 DRUG FREE WORKPLACE

This provision only applies to Contracts valued in excess of $10,000:

During the performance of this Contract, the Contractor agrees to:

(i) provide a drug-free workplace for the Contractor’s employees;

(ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violations of such prohibition;

(iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and

(iv) include the provisions of the foregoing clauses in every subcontract or PO of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, ‘‘drug-free workplace’’ means a site for the performance of work done in connection with a Contract in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled

10 | P a g e substance or marijuana during the performance of the Contract.

Credit – Virginia Public Procurement Act - § 2.2-4312

1.13 EMPLOYMENT DISCRIMINATION

This provision only applies to Contracts valued in excess of $10,000.

1. During the performance of the Contract, the Contractor agrees as follows:

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The

Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for meeting the requirements of this section.

2. The Contractor shall include the provisions of the foregoing paragraphs a., b., and c. in every subcontract or PO of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

1.14 COMPLIANCE

1) All public bodies shall provide in every written Contract that the Contractor does not, and shall not during the performance of the Contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

2) Compliance with state law; foreign and domestic businesses authorized to transact business in the Commonwealth.

A. All public bodies shall include in every written Contract a provision that a

Contractor organized as a stock or nonstock corporation, limited liability

11 | P a g e company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the

Commonwealth as a domestic or foreign business entity if so required by

Title 13.1 or Title 50 or as otherwise required by law.

B. Pursuant to competitive sealed bidding or competitive negotiation, all public bodies shall include in the solicitation a provision that requires a

Bidder organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 to include in its bid or proposal the identification number issued to it by the State Corporation Commission. Any

Bidder that is not required to be authorized to transact business in the

Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law shall include in its bid or proposal a statement describing why the Bidder is not required to be so authorized.

C. Any business entity described in subsection A that enters into a Contract with a Public Body pursuant to this chapter shall not allow its existence to lapse or its certificate of authority or registration to transact business in the

Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the Contract.

D. A Public Body may void any Contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

1.15 COMPETITIVE FIXED PRICE BIDDING

This competitive process provides multiple sources of supply based on a pre-set maximum price which the Public Body will pay. Contracts will be made to all responsive and responsible Bidders. Any offers received that do not meet solicitation requirements will be considered non-responsive.

All VendorLink submissions will utilize this method of bidding.

1.16 VSA COMMISSION FEES FOR ALL VENDORLINK SUBMISSIONS

Bidders must include a three quarters of one percent (.0075) commission fee in its base Bid prices, and its quotes and pricing for all additional Heavy Equipment items (options), excluding any state regulated fees including tags. The three quarters of one percent fee will be incorporated into, and made a part of, the total invoice amount and shall not be treated or added as a separate line item. Fees are

12 | P a g e based on the total invoice cost of the new Heavy Equipment, excluding trade-ins.

All fees are to be included on the quarterly report submitted to the VSA the quarter after the Heavy Equipment has been delivered. The VSA will review the report and invoice the Contractor for the total amount owed to the VSA. Trade-ins and other exchanges will not reduce or impact the fee calculation. No other commission fee(s) will be applicable to any transaction relative to the Contract.

1.17 SUBMITTAL OF BID

Bidders are to submit all required bid items within VendorLink.

Bid prices are to be rounded down to the nearest dollar.

Each Bidder is responsible for ensuring that their VendorLink entry(s) and all required bid documents are submitted before the deadline outlined in the Bid

Calendar. Late Bids will not be considered. If an electronic Bid is not submitted by the date and time specified on the Bid Calendar, the Bid is rejected. See Section

1.11 Late Bids. A bid may also be rejected if the bidder has been awarded a contract and has not sold off of the contract for three (3) consecutive years (see section 1.10 above).

1.18 BID OPENING AND ELECTRONIC POSTING OF NOTICE OF INTENDED

AWARD

Bids will be opened at the date, time, and place indicated in the Bid Calendar and will be evaluated thereafter. Although prices will not be read aloud, Bidders may attend, but attendance is not a requirement.

The VSA Cooperative Bid Coordinator will electronically post the Bid tabulation results on VendorLink according to the time table outlined in the Bid Calendar.

If the posting of the initial Bid tabulation results is delayed, the VSA Cooperative

Bid Coordinator will post a notice of the delay on VendorLink and will give a revised date for posting of results.

1.19 RESPONSIVENESS TO THE REQUIREMENTS OF THE IFB

Eligible responsive Bids will be evaluated to determine if all Contract Bid requirements are met. Bids that do not meet all Contract requirements of this solicitation, or fail to provide all required information, documents, or materials may be rejected as nonresponsive.

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A Bidder must have the necessary facilities, personnel, and expertise, and must be prepared, if requested by the VSA Contract Administrator, to present evidence of such experience.

The VSA Contract Administrator reserves the right to investigate or inspect at any time during the Bid process, and the Contract period, whether the product, qualifications, or facilities offered by the Bidder meet the Contract requirements.

Bidders, whose Bids, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of the Contract may be rejected as nonresponsive in the sole discretion of the VSA.

In determining past performance, the VSA Contract Administrator will give consideration to the nature and number of complaints received from Customers regarding a previously awarded bidder. The VSA Contract Administrator may use discretion in determining which Bids meet the Contract requirements of this solicitation, and which respondents are responsive and responsible.

The VSA Contract Administrator may use discretion in accepting or rejecting any and all Bids, or separable portions thereof, in whole or in part; and/or make or limit VendorLink entries either as individual items or as a total combined Bid; and to waive any minor irregularities, technicalities, or omissions if determined that doing so will serve the best interest of the public bodies of the Commonwealth of Virginia irrespective of the lowest

Bid. The VSA Contract Administrator may reject any responses not submitted in the manner specified by solicitation documents. As stated in section 1.10 above, any bidder that has been awarded a contract and has not sold off of the contract for three (3) consecutive years shall not be qualified to submit a bid for a period of 12 months following the third consecutive year of failing to sell off of an awarded contract.

1.20 BASIS FOR AWARD

The VSA Contract Administrator will award a Contract to all responsible and responsive Bidders by group and by manufacturer. The Contract will be determined by qualifications based on a bidder’s facilities and financial resources, and demonstrated ability to perform the work in a satisfactory manner.

Contractors who routinely demonstrate deficiencies in providing satisfactory customer service per the VSA’s discretion during a Contract period prior to the issuance of this Bid, may have its Bid rejected in this Bid cycle. In cases where the

14 | P a g e manufacturer is at fault, the Contractor must provide evidence of timely communication to the complainant and to the VSA.

Bidders are hereby advised that the VSA Contract Administrator may use discretion in rejecting any Bid proposal not considered to be competitive in nature based on the best pricing information available.

Bidders must offer a minimum 6% discount off MSRP for all base prices and options. The percentage discount amount on the base price and options may be different from the percentage discount on Heavy Equipment in the same group, but must meet the required minimum discount described herein.

All bids submitted via Fixed Price Bidding will be made to all responsive and responsible Bidder(s). VendorLink entries may be made to more than one Bidder.

When only one entry is received, the notice of Intent to Award and the delay of the group may be waived.

1.21 TAX EXEMPTIONS FOR CUSTOMERS

All state and federal tax exemptions applicable to the units of public bodies of the

Commonwealth will apply. It is the Customer’s responsibility to comply with any federal, state, and local tax requirements.

1.22 TAX EXEMPTIONS FOR VSA

The VSA is a 501(c)(6) organization and exempt from all Federal Excise Taxes.

The association’s tax id number is 54-1020904.

1.23 FACILITIES

The VSA Contract Administrator reserves the right to periodically request additional or updated information from a bidder regarding the repair/warranty facility during the solicitation for Bids period and the term of any awarded Contract.

1.24 SPECIFICATIONS

All Heavy Equipment shall be the manufacturer’s current basic production model, and shall, at a minimum, be equipped with ALL standard factory Heavy Equipment in accordance with the manufacturer’s latest specification. Bidders must supply a unit that either meets or exceeds all the requirements included in the applicable detailed specifications.

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All Bidders will be required to Bid on the models listed in each designated specification or designated group. A minimum 6% discount off the base price, and options is also required.

Model upgrades and/or downgrades are eligible for purchasing off of the VSA

Heavy Equipment Procurement Program. The percent discount offered off the list price of the base unit will be the same discount offered off the base price of the model upgrade and/or downgrade.

All Heavy Equipment offered to satisfy a solicitation for Bids must be designed, constructed, and installed to be fully suitable for its intended use and service.

1.25 FACTORY ORDERED OPTIONS

All factory ordered options are to be “original Heavy Equipment manufacturer

(OEM) and factory installed” unless otherwise noted by the Contractor and acknowledged in writing by both the Contractor and the Customer. Verbal agreements will not be recognized.

1.26 FEDERAL AND STATE HEAVY EQUIPMENT MANUFACTURING STANDARDS

In addition to the Heavy Equipment set out by the Lots, Heavy Equipment shall be equipped with all standard Heavy Equipment as specified by the manufacturer for this model. All Heavy Equipment offered to satisfy this solicitation for Bids must comply with all Environmental Protection Agency emission standards and federal safety standards as established by the US Department of Transportation, National

Highway Transportation Safety Administration.

1.27 EXECUTION OF BID

The Bid must contain a manual signature of the dealer principal and an authorized representative when applicable in the space provided on the Specifications and

Bid Form. Failure to properly sign and submit the Specifications and Bid Form will invalidate the Bidder’s submission and it shall NOT be considered for award. All

Bid forms must be completed in pen and ink or typewritten.

Heavy Equipment VendorLink submissions CANNOT be changed or altered in any way. Altered Bids will not be considered after the program closes for Bids, please refer to the program’s calendar. If a clarification of the submitted Bid is required, the request for clarification shall be in letter form, signed by the Bidder(s) and

16 | P a g e attached to the Bid.

1.28 MISTAKES

Bidders are expected to examine the specifications, delivery schedules, Bid prices, Price Sheets, extensions and all instructions pertaining to supplies and services.

Failure to do so will be at the Bidder’s risk.

1.29 CONDITION AND PACKAGING

Any item offered or shipped as a result of a VendorLink entry shall be the latest new and current model offered (most current production model at the time of this

Bid). All shipping containers shall be suitable for storage or shipment, and all prices shall include standard commercial packaging.

1.30 INTERPRETATIONS

Unless otherwise stated in the Bid, any questions concerning conditions and Lots should be submitted to Contract Administrator, Jason Bennett at

1.31 GOVERNING LAW

All questions with respect to the construction, performance, and enforcement of these terms and conditions, and the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the Commonwealth of Virginia.

Any legal action taken or to be taken by any party regarding these terms and conditions or the rights and liabilities of the parties hereunder shall be brought only before the Circuit Court for the City of Richmond, Virginia.

1.32 PATENTS AND ROYALTIES

The Bidder, without exception, shall indemnify and hold harmless the VSA and its officers, members, employees and representatives from liability of any nature or kind, including costs, expenses, and reasonable attorney’s fees, 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

VSA.

If the Bidder uses any design, device, or materials covered by letters, patents, or copyright, it is mutually understood and agreed, without exception, that the Bid prices shall include all royalties or costs arising from the use of such design, 17 | P a g e device, or materials in any way involved in the work.

1.33 PROPRIETARY INFORMATION

Trade secrets or proprietary information submitted by a Bidder or Contractor in connection with a procurement transaction or prequalification application submitted pursuant to subsection B of § 2.2-4317 of the VPPA shall not be subject to the Virginia Freedom of Information Act (§ 2.2-3700 et seq.); however, the

Bidder, or Contractor shall (i) invoke the protections of this section prior to or upon submission of the data or other materials, (ii) identify the data or other materials to be protected, and (iii) state the reasons why protection is necessary.

Credit – Virginia Public Procurement Act §2.2-4342F

1.34 ANTI-DISCRIMINATION

ANTI-DISCRIMINATION: Discrimination prohibited; participation of small, women owned, minority-owned, and service disabled veteran-owned business and employment services organization is encouraged.

A. In the solicitation or awarding of Contracts, the VSA shall not discriminate against a Bidder because of race, religion, color, sex, national origin, age, disability, status as a service disabled veteran, or any other basis prohibited by state law relating to discrimination in employment. Whenever solicitations are made, the VSA shall include businesses selected from a list made available by the

Department of Small Business and Supplier Diversity, which list shall include all companies and organizations certified by the Department.

B. All public bodies shall establish programs consistent with this chapter to facilitate the participation of small businesses, businesses owned by women, minorities, and service disabled veterans, and employment services organizations in procurement transactions. The programs established shall be in writing and shall comply with the provisions of any enhancement or remedial measures authorized by the Governor pursuant to the VPPA or, where applicable, by the chief executive of a local governing body pursuant to §15.2-965.1 of the VPPA and shall include specific plans to achieve any goals established therein. State agencies shall submit annual progress reports on (i) small, women-owned, and minority-owned business procurement, (ii) service disabled veteran-owned business procurement, and (iii) employment services organization procurement to the Department of

Small Business and Supplier Diversity in a form specified by the Department of

Small Business and Supplier Diversity. Contracts and subcontracts awarded to

18 | P a g e employment services organizations shall be credited toward a Contractor's small business, women-owned, and minority-owned business Contracting and subcontracting goals. The Department of Small Business and Supplier Diversity shall make information on service disabled veteran-owned procurement available to the Department of Veterans Services upon request.

C. Whenever there exists (i) a rational basis for small business or employment services organization enhancement or (ii) a persuasive analysis that documents a statistically significant disparity between the availability and utilization of women owned and minority-owned businesses, the Governor is authorized and encouraged to require state agencies to implement appropriate enhancement or remedial measures consistent with prevailing law.

D. In awarding a Contract for services to a small, women owned, or minority owned business that is certified in accordance with § 2.2-1606 of the VPPA, or to a business identified by a Public Body as a service disabled veteran-owned business where the award is being made pursuant to an enhancement or remedial program as provided in subsection C, the Public Body shall include in every such Contract of more than $10,000 the following:

‘‘If the Contractor intends to subcontract work as part of its performance under this

Contract, the Contractor shall include in the proposal a plan to subcontract to small, women-owned, minority-owned, and service disabled veteran-owned businesses.’’

E. In the solicitation or awarding of Contracts, no state agency, department or institution shall discriminate against a Bidder because the Bidder employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific Contract is not in its best interest.

F. As used in this section: "Employment services organization" means an organization that provides community-based employment services to individuals with disabilities that is an approved Commission on Accreditation of Rehabilitation

Facilities (CARF) accredited vendor of the Department for Aging and Rehabilitative

Services.

‘‘Minority individual’’ means an individual who is a citizen of the United States or a legal resident alien and who satisfies one or more of the following definitions:

1. ‘‘African American’’ means a person having origins in any of the original peoples of Africa and who is regarded as such by the community of which this

19 | P a g e person claims to be a part.

2. ‘‘Asian American’’ means a person having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands, including but not limited to Japan, China, Vietnam, Samoa, Laos, Cambodia, Taiwan, Northern Mariana Islands, the Philippines, a U.S. territory of the

Pacific, India, Pakistan, Bangladesh, or Sri Lanka and who is regarded as such by the community of which this person claims to be a part.

3. ‘‘Hispanic American’’ means a person having origins in any of the Spanish-speaking peoples of Mexico, South or Central America, or the Caribbean

Islands or other Spanish or Portuguese cultures and who is regarded as such by the community of which this person claims to be a part.

4. ‘‘Native American’’ means a person having origins in any of the original peoples of North America and who is regarded as such by the community of which this person claims to be a part or who is recognized by a tribal organization.

‘‘Minority-owned business’’ means a business that is at least 51 percent owned by one or more minority individuals who are U.S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 percent of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals who are U.S. citizens or legal resident aliens, and both the management and daily business operations are controlled by one or more minority individuals, or any historically black college or university as defined in § 2.2-1604 of the VPPA, regardless of the percentage ownership by minority individuals or, in the case of a corporation, partnership, or limited liability company or other entity, the equity ownership interest in the corporation, partnership, or limited liability company or other entity.

‘‘Service disabled veteran’’ means a veteran who (i) served on active duty in the

United States military ground, naval, or air service, (ii) was discharged or released under conditions other than dishonorable, and (iii) has a service-connected disability rating fixed by the United States Department of Veterans Affairs. ‘‘Service disabled veteran business’’ means a business that is at least 51 percent owned by one or more service disabled veterans or, in the case of a corporation, partnership, or limited liability company or other entity, at least 51 percent of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more individuals who are service disabled veterans and both the management and daily business operations are controlled by one or

20 | P a g e more individuals who are service disabled veterans.

‘‘Small business’’ means a business, independently owned and controlled by one or more individuals who are U.S. citizens or legal resident aliens, and together with affiliates, has 250 or fewer employees, or annual gross receipts of $10 million or less averaged over the previous three years. One or more of the individual owners shall control both the management and daily business operations of the small business.

‘‘State agency’’ means any authority, board, department, instrumentality, institution, agency, or other unit of state government. ‘‘State agency’’ shall not include any county, city, or town.

‘‘Women-owned business’’ means a business that is at least 51 percent owned by one or more women who are U.S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 percent of the equity ownership interest is owned by one or more women who are

U.S. citizens or legal resident aliens, and both the management and daily business operations are controlled by one or more women.

Credit – Virginia Public Procurement Act §2.2-4310

1.35 PERMITTED CONTRACTS WITH CERTAIN RELIGIOUS ORGANIZATIONS;

PURPOSE; LIMITATIONS

The VSA does not discriminate against faith-based organizations.

1.36 AMERICANS WITH DISABILITY ACT (ADA)

To request ADA material in accessible format, sign language interpreters, information on access for persons with disabilities, and/or any accommodation to review any document or participate in any VSA-sponsored proceeding, please contact Jason Bennett, VSA Contract Administrator, at

1.37 MINORITY BUSINESS ENTERPRISE (MBE)

The VSA policy is that MBEs shall have the opportunity to participate in competitive

Bids. Such process would be for supplying goods and services to the Customers.

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1.38 QUALITY

All materials used for the manufacture or construction of any supplies or Heavy

Equipment covered by this Bid shall be new. The items bid must be new, the latest model, of the best quality, and highest grade of workmanship per VSA discretion.

1.39 FACILITIES

The VSA reserves the right to inspect the Bidder’s facilities at any time with a two week (calendar days) prior written notice.

1.40 REQUESTS FOR CLARIFICATION AND ADDENDA TO VENDORLINK

In case of doubt as to the meaning or intent of any items contained in the

VendorLink submissions, inquiry should be made to the VSA Contract

Administrator five (5) calendar days via e-mail. Telephone clarifications will not be accepted, and no clarifications will be accepted after the date listed in the Bid

Calendar. ALL requests for clarification from Bidders and VSA responses will be posted on the VSA website by the date listed on the Bid Calendar.

The submission of a Bid presumes the Bidder thoroughly understands the terms and all VendorLink submissions.

If any person contemplating submission of a Bid under this Solicitation for Bids is in doubt as to the meaning of VendorLink or other Bid documents or any part thereof, the Bidder must submit to the VSA at least five (5) calendar days prior to the scheduled Bid opening, a request for clarification. All such requests for clarification must be made in writing and the person submitting the request will be responsible for its timely delivery.

Any questions or clarifications concerning this Solicitation for Bids and Contract

Terms and Conditions shall be submitted by email to jbennett@virginiasheriffs.org with the Bid Title referenced on all correspondence.

Any interpretations will be made only by Addendum issued by the Contract

Administrator. All addendums will be posted on the VSA website.

There are two types of addendums, informal addendums and formal addendums.

Informal addendums are issued to provide minor clarification or minimal changes to the Bid. An example of an informal addendum would be making a grammatical change to the Solicitation for Bids and Terms and Conditions. A formal addendum

22 | P a g e will be issued when substantive changes are made to any VendorLink submission or Bid process that will impact the technical submission of the Bids. An example of a formal addendum would be when a model is deleted from VendorLink. In the event of conflict with the original Contract documents, the addendum shall govern all other Contract documents that relate to that issue. Subsequent addendums shall govern prior addendums on the same issue.

All Bidders will be required to acknowledge any formal addendums by signing in the space provided on the formal addendum and including the signed acknowledgement along with the Bidder’s Bid package. Failure to acknowledge receipt of addendum by a Bidder will deem its Bid non-responsive; provided, however, that the VSA may waive this requirement in its best interest. The VSA will not be responsible for any other explanation or interpretation made verbally or in writing by any other VSA representative.

1.41 DEMONSTRATION OF COMPETENCY

Pre-award inspection of the Bidder’s facility may be made prior to the award of

Contract. Bids will only be considered from firms which are regularly engaged in the business of providing the goods and/ or services as described in this Bid.

Bidders must be able to demonstrate a satisfactory record of performance for a reasonable period of time per VSA’s discretion, and have sufficient financial support, Heavy Equipment and organization to ensure they can adequately execute the services if awarded a Contract under the terms and conditions herein stated.

The terms “Heavy 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 VSA.

The VSA may consider any evidence available regarding the financial, technical, and other qualifications and abilities of a Bidder, including past performance

(experience) with the VSA in making the award in the best interest of the VSA.

The VSA 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 VSA may also require information from the source of supply regarding the quality, packaging, and characteristics of the products to be supplied to the VSA through the designated representative. Any conflicts between this information provided by the source of supply and the information obtained in the Bidder’s Bid which is contrary to or would alter a Lot

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Sheet submission may render the Bid non-responsive.

If the VSA determines, at any point in the Bid publication process, that the successful Bidder no longer possesses the financial support, Heavy Equipment and organization necessary to comply with the demonstration of competency section, the VSA may disqualify the Bidder(s) from participating in the HEPP.

1.42 DETERMINATION OF AWARD – RESPONSIBLE AND RESPONSIVE BIDDER

Multiple awards will be made; however, awards will only be made to responsible and responsive Bidder(s) for each manufacturer’s product line offered.

In determining the best Bidder, in addition to price, the following criteria will also be considered:

• The ability, capacity, and skill of the Bidder to perform the Contract

• Whether the Bidder can perform the Contract within the time specified, without delay or interference

• The character, integrity, reputation, judgment, experience and efficiency of the Bidder

• The quality of performance of previous Contracts

• The previous and existing compliance by the Bidder with laws and ordinances relating to the Contract

1.43 LAWS, PERMITS AND REGULATIONS

The Bidder shall obtain and pay for all licenses, permits, and inspection fees required for this project; and shall comply with all laws, ordinances, regulations, and requirements applicable to the work contemplated herein.

1.44 ELIMINATION FROM CONSIDERATION

A Contract shall not be awarded to any person or bidder who is in arrears to the

VSA for any debt, or taxes, or Contracts which are defaulted as surety or otherwise upon any obligation to the VSA.

1.45 WAIVER OF INFORMALITIES

The VSA reserves the right to waive any informalities or irregularities in this Bid solicitation.

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1.46 COLLUSION

Related parties mean Bidders, or the principals thereof, which have a direct or indirect ownership interest in another Bidder for the same Contract, or in which a parent company or the principals thereof of one (1) Bidder has a direct or indirect ownership interest in another Bidder for the same Contract.

Bids from Related Parties – Where two (2) or more related parties each submit a

Bid for any Contract, such Bid or Bids shall be presumed to be collusive. Bids found to be collusive shall be rejected.

The foregoing presumption may be rebutted by presentation of evidence as to the extent of ownership, control, and management of such related parties in the preparation and submittal of such Bids.

Bidders who have been found to have engaged in collusion will be suspended for a minimum of one Contract year. The Bidder may be permanently barred if collusive Bidding occurs more than once in a five-year period. Any Contract resulting from collusive Bidding may be terminated for default.

Dealerships and its representatives may submit multiple Bids without conflict of collusion as long as the Bid submitted is not from the same manufacturer and product line.

1.47 GRATUITIES

Bidders shall not offer any gratuities, favors, or anything of monetary value to any official, employee, representative, or agent of the VSA.

1.48 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 and award by the VSA. In case of default on the part of the Contractor after the acceptance of the Bidder’s offer, the VSA may procure the items or services from other sources and hold the Bidder or

Contractor responsible for any excess cost occasioned or incurred thereby.

1.49 DELIVERY TIME

Bidders shall specify on the attached Bid Form, the estimated delivery time for each item.

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Each Contractor will provide the customer with the most accurate timeline for delivery. It is incumbent on the Contractor to provide the customer the estimated date for delivery at the issuance of the initial PO.

1.50 RIGHT TO AUDIT

The Contractor must establish and maintain a reasonable accounting system that enables the VSA to readily identify the Contractor’s government sales.

The VSA, and its authorized representatives, shall have the right to audit, examine, and make copies of, or extracts from, all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or…