2014-105 AGREEMENT FOR
LEASING MOTOR VEHICLES
THIS AGREEMENT, made and entered into this 22-149day of 0Et1 EER 2014,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred'to as "CITY"), and THE BANCORP BANK, d/b/a Mears Motor
Leasing, P.O. Box 585550 Orlando, FL 32858 (hereinafter referred to as "MEARS
MOTOR LEASING").
WHEREAS, Volusia County, Florida through the public procurement process awarded an
agreement with MEARS MOTOR LEASING, Volusia County Bid Number 14-B-101 VO
to provide leased vehicles to the Volusia County Sheriff's Department;
WHEREAS, CITY desires to utilize the above-referenced awarded bid, MEARS
MOTOR LEASING's response thereto and agreement in accordance with CITY's
procurement policy; and
WHEREAS, MEARS MOTOR LEASING desires to enter into a contract with CITY
based on the terms and conditions of Volusia County Bid Number 14-B-101 VO.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
MEARS MOTOR LEASING shall furnish motor vehicles as requested by CITY and as
described in Volusia County Bid Number 14-B-101VO, which is attached hereto and
incorporated herein as Exhibit"A". Provided, however, that nothing herein shall require
CITY to lease or acquire any vehicles from MEARS MOTOR LEASING. To the extent
of a conflict between this Agreement and Exhibit "A", the terms and conditions of this
Agreement shall prevail and govern. In all instances the CITY purchasing policy,
resolutions and ordinances shall apply.
ARTICLE II -THE CONTRACT SUM
CITY shall pay MEARS MOTOR LEASING in accordance with the Unit Price Schedule
as set forth in Exhibit `B', attached hereto and incorporated herein, subject to increases
based on availability and value of selected vehicle.
ARTICLE III—TERM AND TERMINATION
1. This Agreement is to become effective upon execution by both parties, and
shall remain in effect until September 30, 2015, unless terminated or renewed
as provided for herein.
2. Notwithstanding any other provision of this Agreement, CITY may, upon
wntten notice to MEARS MOTOR LEASING, terminate this Agreement if: a)
1
without cause and for convenience upon thirty (30) days wntten notice to
MEARS MOTOR LEASING b) MEARS MOTOR LEASING is adjudged to
be bankrupt; c) MEARS MOTOR LEASING makes a general assignment for
the benefit of its creditors; d) MEARS MOTOR LEASING fails to comply
with any of the conditions of provisions of this Agreement; or e) MEARS
MOTOR LEASING is,experiencing a labor dispute, which threatens to have a
substantial, adverse impact upon performance of this Agreement, without
prejudice to any other right or remedy CITY may have under this Agreement.
In the event of such termination, CITY shall be liable only for the payment of
all unpaid charges, determined in accordance with the provisions of this
Agreement, for work, properly performed and accepted prior to the effective
date of termination.
3. Upon mutual agreement of the parties, this Agreement may be renewed for
two (2) additional one(1) year terms.
ARTICLE IV - PAYMENTS
MEARS MOTOR LEASING shall submit a payment request by the third (3rd) day of
each calendar month for items provided during the preceding calendar month. CITY
shall make payment to the MEARS MOTOR LEASING, within thirty(30) calendar days,
on the basis of a duly certified and approved payment invoice by the CITY for services
provided and accepted by the CITY.
ARTICLE V—DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and MEARS MOTOR LEASING shall endeavor to resolve claims,
disputes and other matters in question between them by mediation.
3. The parties shall share the mediator's fee and any filing fees equally. The
mediation shall be held in Clermont, Lake County, Florida, unless another
location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof
ARTICLE VI -NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight
courier service to the address of the party set forth below. Any such notice shall be
deemed given when received by the party to whom it is intended.
2
MEARS MOTOR LEASING:
P.O. Box 585550
Orlando, FL 2858_ ``I
Contact: � lig ems- 1-.21 rV\\ P,1 MS
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE VII-MISCELLANEOUS
1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret
any provision of this agreement, the prevailing party shall be entitled to recover
such sum as the Court may adjudge reasonable as attorneys' fees at tnal or on any
appeal, in addition to all other sums provided by law.
2. Waiver. The waiver by city of breach of any provision of this agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
of such provision itself and shall in no way affect the enforcement of any other
provisions of this agreement.
3. Severability. If any provision of this agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision,
or part thereof, shall be deleted or modified in such a manner as to make the
agreement valid and enforceable under applicable law, the remainder of this
agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
4. Amendment. Except for as otherwise provided herein, this agreement may not be
modified or amended except by an agreement in writing signed by both parties.
5. Entire Agreement. This agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous agreements between the parties with respect to the
performance of services by MEARS MOTOR LEASING.
6. Assignment. This agreement is personal to the parties hereto and may not be
assigned by MEARS MOTOR LEASING, in whole or in part, without the prior
written consent of city.
7. Venue. The parties agree that the sole and exclusive venue for any cause of
action arising out of this agreement shall be Lake County, Florida.
3
8. Applicable Law. This agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
9. Records. MEARS MOTOR LEASING expressly understands and acknowledges
that any and all documents related to the services provided herein, may be
considered records that are subject to examination and production in accordance
with Florida's Public Records Law. MEARS MOTOR LEASING expressly
agrees that it will comply with all requirements related to said law and that it will
hold CITY harmless, including attorney fees and litigation costs, for any such
disclosure related to Florida's Public Records Law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this
221j9day of 9E�E M Se 2014.
City of Clermont
D. ���� klir 4 anager
Attest: �
\ L�Li
int /��I
Tracy Ackroy., City Clerk
THE BANCORP BANK,
d/b/a Mears Motor Leasing,
By:S a* ?, dvut--
Printed Name: &glib Q- hAeCsr�
Title
Attest:
'()( , 0
Corporate - etary r°:►^ °°. KATIE CARLSON
AMY COMMISSION#FF040820
f•p� EXPIRES July 30.2017
�E ov�°
(Name Printed or Typed) (4071398-0153 FlondallotaryServlce com
4
File Number: 2030 EXHIBIT A - _ Page 1 of 1
Date: 07/17/2014 AGENDA ITEM Item: 52
[]Ordinance [] Resolution [] Budget Resolution [X]Other
Department: Sheriff'S Office
Division: Administration
Subject: Multiple awards of bid for vehicle lease/rental program, 14-B-101 VO
Ben Johnson Jeaniene Jennings Legal County Manager's Office
Director Sheriffs Office Director Purchasing
Charles Hargrove Charlene Weaver, CPA,
County Attorney CFO
Deputy County Manager
Approved in Accordance jl/j I_ /�
with Purchasing Policies s L71' /
and Procedures
Phyllis Schwarz Approved as to Form
Proxy for Tammy Bong and Legality
Director Management and
Budget
Approved as to Budget
Requirements
Council Action:
Modification:
Fund Number(s): Description: Amount:
001 General Fund 001-400-1300-4400-Investigative Services $200,000 00
Total Item Budget: $200,000.00
Staff Contact(s) Phone: Ext.
Laura Bounds 386 736 5961 12108
Summary/Highlights:
The sheriff's office uses leased vehicles for undercover assignments instead of marked and
identifiable county vehicles The total estimated annual expenditure is $200,000.00. The
county received bids to provide this service from the four firms shown on the attached award
recommendation.
Staff has reviewed all submittals and recommends award to the lowest responsive and
responsible vendors Mears Motor Leasing, Orlando, as the primary to provide leased vehicles
and Enterprise Leasing Company, Orlando for short term rental for an initial three-year period
with the option of two one-year renewals based upon mutual agreement with the vendor and
county council approval. -
Recommended Motion: Approval.
52 -1
Budget 2-1
i7 2fl'ifl Miiltinla awarrlc of hirl fnr vahirla lacca/rental nrnnram 14-R-1(11\/Cl r,�_�
SUBMIT TO:
COUNTY OF VOLUSIA
PURCHASING&CONTRACTS �pnv.
123 W. INDIANA AVE.,RM.302
DELAND,FL 32720-4608 Volusia County
CONTACT PERSON - FLORIDA INVITATION TO BID
Vlad Opreanu 386-626-6624 AN EQUAL
DELAND 386-736-5935 OPPORTUNITY www volusia org/purchasing
DAYTONA BEACH 386-257-6000 EMPLOYER
NEW SMYRNA BEACH 386-423-3300
TITLE NUMBER SUBMITTAL DEADLINE
Vehicle Lease/Rental Program 14-B-101VO Wednesday,May 14,2014
at 3:00 p.m.,EST
DO NOT RESPOND TO THIS SOLICITATION ON LINE— SEE SECTION 2.3,DELIVERY OF BIDS
PRE BID DATE,TIME AND LOCATION
Volusia County Purchasing and Contracts Conference Room 300, Third SUBMITTALS RECEIVED AFTER ABOVE DATE
Floor, 123 West Indiana Avenue, DeLand, FL, 32720-4608, at 10:00 a.m., AND TIME WILL NOT BE CONSIDERED
local time, on Wednesday,April 23,2014.
FIRM'S NAME
MAILING ADDRESS The vendor acknowledges that information provided in this Bid is true
and correct
CITY-STATE-ZIP X
Authorized Signature
E-MAIL ADDRESS
Typed Name
TELEPHONE NO FAX NO
Title Date
FEDERAL ID NO OR SOCIAL SECURITY NO
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE
GENERAL CONDITIONS AND INSTRUCTIONS
****PLEASE READ CAREFULLY****
Individuals covered by the Americans with Disabilities Act of 1990 in need of accommodations to attend public openings or meetings sponsored by the Volusia County
Purchasing and Contracts Division shall contact the County's ADA Coordinator at 386-248-1760,at least two(2)business days prior to the scheduled opening or meeting
1 SUBMISSION OF OFFERS All offers shall be submitted in a sealed envelope or 6 INTERPRETATION/ADDENDA Any questions concerning conditions and
package The invitation number,title,and opening date shall be clearly displayed on the specifications shall be directed to the designated contact person Those interpretations
outside of the sealed envelope or package The delivery of responses to the Volusia which may affect the eventual outcome of the invitation/offer shall be furnished in writing
County Purchasing and Contracts Division Office pnor to the specified date and time is to prospective offerors
solely and strictly the responsibility of the offeror Any submittal received in the
Purchasing and Contracts Division Office after the specified date and time will not be No interpretation shall be considered binding unless provided in writing by the County of
considered Volusia Purchasing and Contracts Division in the form of an addendum Any addenda
issued shall be acknowledged by signature and returned with offeror's response
Responses shall be submitted on forms provided by the County Additional information
may be attached to the submittal Facsimile submissions are NOT acceptable No offer Failure to acknowledge addenda may result in the offer not being considered
may be modified after acceptance No offer may be withdrawn after opening for a period
of ninety(90)days unless otherwise specified 7 INCURRED EXPENSES This invitation does not commit the County to make an
award nor shall the County be responsible for any cost or expense which may be incurred
2 EXECUTION OF OFFER Offer shall contain a manual signature in the space(s) by any Bidder in preparing and submitting a reply,or any cost or expense incurred by any
provided of a representative authorized to legally bind the offeror to the provisions Bidder prior to the execution of a purchase order or Contract/Agreement
therein All spaces requesting information from the offeror shall be completed
Responses shall be typed or printed in ink Use of erasable ink or pencil is not permitted 8 DISADVANTAGED BUSINESSES. The County of Volusia, Flonda, has adopted
Any correction made by the offeror to any entry must be initialed policies which assure and encourage the full participation of Disadvantaged Business
Enterprises(DBE)in the provision of goods and services
3 OPENING Opening shall be public in the Volusia County Purchasing and Contracts
Division immediately following the advertised deadline date and time for receipt of 9 LOCAL BUSINESSES The County Council has established a policy to encourage
submittals Pursuant to Section 119 07(3) (0) Florida Statutes (1991) no further participation of local businesses in the provision of goods and services The County will
information regarding offers submitted will be made public until such time of intended endeavor to assist local businesses to achieve this goal
award or thirty(30)days,whichever is earlier
A General Conditions
4 PUBLIC RECORD The County of Volusia,Florida,is governed by the Public Record Local Businesses A prime contractor or subcontractor duly licensed and authorized to
Law,Chapter 119,Florida Statutes engage in the particular business in Flagler,Lake,Orange,Osceola,Seminole or Volusia
County,Flonda,and holds a valid local business tax receipt for that place of business for a
5 CLARIFICATION/CORRECTION OF ENTRY The County of Volusia reserves the minimum six(6)months prior to the date of submittal of the Bid or quote to the County
right to allow for the clarification of questionable entries and the correction of OBVIOUS
MISTAKES
CONTINUED ON NEXT PAGE
10 PRICING Unless otherwise specified pnces offered shall remain firm for a penod of 22 PATENTS, COPYRIGHT, AND ROYALTIES The supplier/provider, without
at least ninety(90)days,all pncing of goods shall include FOB DESTINATION,all exception,shall indemnify and save harmless the County of Volusia,its officers,agents and
packing,handling,shipping charges and delivery to any point(s)within the County to a employees from liability of any nature of kind, including cost and expenses for or on
secure area or inside delivery,all prices of services shall include all expenses necessary account of any copyrighted,registered,patented,or unpatented invention,process,or article
to provide the service at the location specified manufactured or used in the provision of goods and/or services,including use by the County
of Volusia If the supplier/provider uses any design,device,or materials covered by letters,
11 ADDITIONAL TERMS&CONDITIONS The County of Volum reserves the nght patent,copyright,or registration,it is mutually agreed and understood without exception
to reject offers containing terms or conditions contradictory to those requested in the that the quoted price shall include all royalties or costs arising from the use of such design,
invitation specifications device,or matenals in any way involved
12 TAXES The County of Volusia is exempt from Federal Excise Taxes and all sales 23 TRAINING Unless otherwise specified suppliers/providers may be required at the
taxes Florida State Exemption Certificate No 85-8012622393C-9 convenience of and at no expense to the County to provide training to County personnel in
the operation and maintenance of any item purchased as a result of this invitation
13 DISCOUNTS All discounts except those for prompt payment shall be considered in
determining the lowest net cost for evaluation purposes 24 ACCEPTANCE Products purchased as a result of this invitation may be tested for
compliance with specifications Items delivered not conforming to specifications may be
14 MEETS SPECIFICATIONS The offeror represents that all offers to this invitation rejected and returned at Bidder's expense Those items and items not delivered by the
shall meet or exceed the minimum requirements specified delivery date specified in accepted offer and/or purchase order may be purchased on the
open market Any increase in cost may be charged against the Bidder
15 BRAND NAME OR EQUAL if items requested by this invitation have been
identified in the specifications by a Brand Name "OR EQUAL" descnption, such 25 SAFETY WARRANTY Any awarded supplier/provider including dealers,distributors,
identification is intended to be descnptive and not restrictive and is to indicate the and/or manufacturers shall be responsible for having complied with all Federal,State,and
quality and charactenstics of products that will be acceptable Offers proposing"equal" local standards,regulations,and laws concerning the product or service specified,and the
products will be considered for award if such products are clearly identified in the offer use thereof,applicable and effective on the date of manufacture or use or date in service
and are determined by the County to meet fully the salient charactenstic requirements including safety and environmental standards as apply to both private industry and
listed in the specifications governmental agencies
Unless the offeror clearly indicates in his/her offer that he/she is proposing an"equal" 26 WARRANTY The offeror agrees that, unless otherwise specified,the product and/or
product, the offer shall be considered as offering the same brand name product service furnished as a result of this invitation and award thereto shall be covered by the
referenced in the specifications most favorable commercial warranty the offeror gives to any customer for comparable
quantities of such products and/or services and that the nght and remedies provided herein
If the offeror proposes to furnish an"equal"product,the brand name of the product to be are in addition to and do not limit any rights afforded to the County of Volusia by any other
furnished shall be clearly identified The evaluation of offers and the determination as to provision of the invitation/offer
equality of the product offered shall be the responsibility of the County and will be based
on information furnished by the offeror The Purchasing and Contracts Division is not 27 AWARD As the best interest of the County may require,the County reserves the right to
responsible for locating or secunng any information which is not identified in the make award(s)by individual item,group of items,all or none,or a combination thereof,on
response and reasonably available to the Purchasing and Contracts Division To insure a geographical basis and/or on a countywide basis with one or more supplier(s) or
that sufficient information is available the offeror shall furnish as part of the response all provider(s),to reject any and all offers or waive any irregularity or technicality in offers
descriptive material necessary for the Purchasing and Contracts Division to determine received Offerors are cautioned to make no assumptions unless their offer has been
whether the product offered meets the salient characteristics required by the evaluated as being responsive Any or all award(s)made as a result of this invitation shall
specifications and establish exactly what the offeror proposes to furnish and what the conform to applicable ordinances of the County of Volum,Florida
County would be binding itself to purchase by making an award
28 VIOLATIONS Any violation of any of the stipulations,terms,and/or conditions listed
16 SAMPLES When required,samples of products shall be furnished with response to the and/or included herein may result in the offeror/Bidder being removed from the County Bid
County at no charge Samples may be tested and will not be returned to the offeror The list and the offeror/Bidder being disqualified from doing business with the County for a
result of any and all testing shall be made available upon written request period of time to be determined on a case-by-case basis
17 SiLENCE OF SPECIFICATIONS The apparent silence of these specifications or 29 For purposes of this Invitation and evaluation of responses hereto the following shall apply
any supplemental specifications as to details or the omission from same of any detailed unit prices shall prevail over extended pnces,written matter shall prevail over typed matter,
description concerning any point, shall be regarded as meaning that only the best numbers spelled in word form shall prevail over Arabic numerals("one"over"1") When
commercial practices are to prevail and that only matenals of first quality and correct not inconsistent with context words used in the present tense include the future,words in the
type, size,and design are to be used All workmanship shall be first quality All plural number include the singular number,and words in the singular number include the
interpretations of specifications shall be made upon the basis of this statement plural number The word"shall"is always mandatory and not merely directory
18 GOVERNING LAWS. Any Agreement to purchase resulting from this invitation shall 30 DEFINITIONS
be governed by the laws,regulations,and ordinances of the State of Florida and the COUNTY—The term"County"herein refers to the County of Volum,Flonda,and its
County of Volusia,Flonda Venue shall be non-jury in the Circuit Court of Volum duly authorized representatives and any jurisdiction within Volum County
County,Flonda
OFFEROR — The term "offeror" used herein refers to any dealer, manufacturer,
19 ASSIGNMENT Any agreement to purchase issued pursuant to this invitation and representative,distnbutor,or business organization submitting an offer to the County in
award thereof and the monies which may become due hereunder are not assignable response to this invitation
except with the prior written approval of the County Director of Purchasing and
Contracts BIDDER — The term `Bidder" used herein refers to any dealer, manufacturer,
representative, distributor, or business organization that will be or has been awarded a
20 CONTENT OF INVITATION/RESPONSE. The contents of this invitation,all terms, contract and/or purchase order pursuant to the terms and conditions of the invitation and
conditions, specifications, and requirements included herein and the accepted and accepted offer
awarded response thereto may be incorporated into an agreement to purchase and
become legally binding Any terms, conditions, specifications, and/or requirements USING AGENCY—The term"using agency"used herein refers to any department,
specific to the item or service requested herein shall supersede the requirements of the division,agency,commission,board,committee,authority,or another unit in the County
"GENERAL CONDITIONS AND INSTRUCTIONS" government using supplies or procuring contractual services as provided for in the
Purchasing Ordinance of the County of Volum,Florida
21 LIABILITY The supplier/provider shall hold and save the County of Volum,its
officers,agents,and employees harmless against claims by third parties resulting from HEAVY DUTY- The item(s)to which the term"Heavy Duty"is applied shall exceed
breach of contract or negligence by the supplier/provider the usual quality and/or capacity supplied with standard production equipment and shall be
able to withstand unusual strain,exposure,temperature,wear and use
THE COUNTY OF VOLUSIA RESERVES THE RIGHT TO REJECT ANY OR ALL OFFERS,
TO WAiVE INFORMALITIES,AND TO ACCEPT ALL OR ANY PART OF ANY OFFER
AS MAY BE DEEMED TO BE IN THE BEST INTEREST OF THE COUNTY
TABLE OF CONTENTS
1.0 SCOPE OF WORK 5
1.1 Specifications 5
1.2 Maintenance 7
1.3 Classification 8
2.0 GENERAL TERMS & CONDITIONS 8
2.1 Bid Closing Date 8
2.2 Proposed Schedule 8
2.3 Delivery of Bids 8
2.4 Pre-bid Conference 9
2.5 Public Bid Opening 9
2.6 Public Records 10
2.7 Bid Submittal Form 11
2.8 Questions, Exceptions, and Addenda Concerning ITB #14-B-101 VO 11
2.9 Award 12
2.10 Local Bid Preference 12
2.11 Definition of Responsive and Responsible for this Bid 13
2.12 Other Agencies 13
2.13 F.O.B. Point 14
2.14 Use of County Logo 14
2.15 Assignment 14
2.16 Agreement 15
2.17 Disclosure of Bid Content 15
2.18 Disqualification of Bidders 15
2.19 Bidder's Responsibility 15
2.20 Payment Terms 16
2.21 Special Conditions 16
2.22 Minor Irregularities 16
2.23 Licenses, Certificates, and Permits 17
2.24 Insurance 17
2.25 Safety 21
2.26 Governing Law and Venue 21
2.27 Additional Terms 22
2.28 Award Term 22
2.29 Price Redeterminations 22
2.30 Unusual Costs 24
2.31 Waiver of Claims 24
2.32 Termination 24
2.33 Incurred Expenses 26
2.34 Minimum Specifications 26
2.35 Compliance with Laws and Regulations 26
2.36 Limitation of Liability and Indemnification of County 27
2.37 Records & Right to Audit 28
2.38 Change in Scope of Work/Service 28
2.39 Modifications Due to Public Welfare or Change in Law 29
2.40 Right to Require Performance 29
2.41 Force Majeure 29
2.42 Bidder's Personnel 30
2.43 Claim Notice 31
2.44 Disadvantaged Business Enterprise Program 31
2.45 County/Bidder Relationship 31
2.46 Damages to Rental Equipment 32
2.47 New Material 32
2.48 Damages 33
2.49 Conflict of Interest Form 33
2.50 Definitions 33
3.0 SUBMITTAL REQUIREMENTS (Submit in the following order) 34
4.0 BID SUBMITTAL FORM 37
5.0 REFERENCES 39
6.0 CONFLICT OF'INTEREST FORM 40
7.0 NOTIFICATION REGARDING PUBLIC ENTITY CRIME& DISCRIMINATORY
VENDOR LIST REQUIREMENTS & DISQUALIFICATION PROVISION 41
8.0 PROOF OF EXEMPTION 42
9.0 HOLD HARMLESS AGREEMENT 43
10.0 CERTIFICATION AFFIDAVIT BY PRIME CONTRACTOR AS LOCAL BUSINESS
45
11.0 CERTIFICATION AFFIDAVIT BY SUB CONTRACTOR AS LOCAL BUSINESS ..46
12.0 DRUG=FREE WORK PLACE 47
13.0 CERTIFICATION REGARDING DEBARMENT (PRIME) 48
14.0 CERTIFICATION REGARDING DEBARMENT(SUB) 49
The purpose of this Invitation to Bid (ITB) is to solicit competitive sealed Bids to furnish
Vehicle Lease/Rental Program for the County of Volusia, Florida.
The purpose of this Invitation to Bid (ITB) is to solicit competitive sealed Bids to furnish
Lease/Rental Vehicles for the County of Volusia, Florida, Sheriff's Office.
1.0 SCOPE OF WORK
The purpose of this Invitation to Bid (ITB) is to solicit competitive sealed bids for a
contract to furnish Lease/Rental Vehicles to the Volusia County Sheriff's Office. A
variety of automobiles, trucks, and vans will be required. A majority of the vehicles
required by the Sheriff's Office will be for investigative and under-cover purposes. Due
to the nature of investigative and under-cover work, utmost discretion is required of the
awarded vendor.
It is estimated the County will use the vehicles outlined below in Scope of Services over
a one (1) year period. A two (2) year period will be considered based on the proposed
discount schedule. Vehicles will be leased/rented on a monthly basis. No guarantee of
length of lease/rental for any vehicle(s). These are estimated quantities and are given
only as a guideline for preparing the bid and should not be construed as guaranteed
requirements. The award may be to one or more respondents, whichever is in the best
interest of the County.
Vendor must submit any forms or documentation that will be required of the County if
awarded this contract.
1.1 Specifications
Unless otherwise specified in this bid, any reference to a particular trademark, trade
name, patent, design, type, specification, producer, or supplier is not intended to restrict
this bid to any manufacturer or proprietor or to constitute an endorsement of any goods or
services, and the County may consider clearly identified offers of substantially equivalent
goods and services submitted in response to such reference.
Refer to Attachment A for classifications on the vehicles.
A. It is anticipated that an average of twenty (20) lease/rental vehicles will be
required for an average of one year each during the lease/rental agreement period.
A two (2) year lease/rental agreement will be considered based on pricing, the
length of time is not guaranteed. The billing will be monthly.
B. Respondents shall state monthly mileage allowance (a minimum of 2,000 miles
per month is required) for each vehicle leased/rented under the awarded contract.
The respondent shall also state any excess mileage charges over the stated
monthly mileage allowance.
C. The vehicles will be primarily used within the boundaries of Volusia County. At
the discretion of the Sheriff's Office, the vehicles may be used for statewide
travel.
P\VLAD\BIDS\2014 Bids\14-B-101V0 Vehicle Lease Program\14-B-101V0 Vehicle Lease Rental Program docPage 5 of 49
D. Vehicles shall be 2014 year models or newer. For each subsequent year of the
contract, the requirement will be the latest model available. Units shall be
equipped with options normally provided on lease/rental vehicles such as
automatic transmission, air conditioning, power steering, power brakes, power
windows, power locks and keyless entry.
E. Vehicles shall be 6 cylinders or greater. Standard shift vehicles or 4 cylinder
vehicles shall not be considered.
F. The vehicles required shall include but are not limited to the following
classifications:
1. A minimum of two (2) full size SUVs with tow package and 4 wheel drive
or all wheel drive options for K-9s (variety of manufacturers, style, and
color)
2. A minimum of four (4) mid size SUVs with tow package and 4 wheel drive
or all wheel drive options (variety of manufacturers, style, and color)
3. A minimum of six (6) full size trucks with bed liners, tow package and 4
wheel drive or all wheel drive options (variety of manufacturers, style, and
color)
4. A minimum of one (1) mid size trucks with bed liners, tow package and 4
wheel drive or all wheel drive options (variety of manufacturers, style, and
color)
5. A minimum of two (2)mini-vans (variety of manufacturers, style, and color)
6. A minimum of one (1) cargo or panel vans with tow package options
(variety of manufacturers, style, and color)
7. A minimum of four (4) sedans (variety of manufacturers, style, and color)
G. The awarded vendor shall be open to any special request or requirements during
the award term provided the request is within its normal business operation. For
example: In the event a vehicle is identified as undercover the vendor shall swap
the vehicle for a new similar vehicle.
H. Upon award respondents shall identify a primary contact or account representative
to provide assistance with questions, problems, and/or service needs during the
award term.
I. Rates quoted on bid form shall include the total cost of lease/rent per unit per time
period except as otherwise provided for by the bid specifications. No security
deposits will be paid. The County of Volusia is tax exempt. The Vendor shall be
responsible for all tag fees for vehicles leased/rented under the awarded contract.
The vendor shall be responsible for all registration fees for vehicles leased/rented.
Bid shall include all other transportation and service costs. Bids containing
separate costs shall not be considered.
J. The Volusia County Sheriff's Office will pickup vehicles within a 50 mile radius.
Anything outside a 50 mile radius shall be the responsibility of the vendor to
deliver the vehicle within three business days of swap notice.
K. The County of Volusia will be responsible for physical, comprehensive and
liability coverage while leased or rented under this contract.
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1.2 Maintenance
A. The successful bidder shall be responsible for delivering vehicles that are properly
serviced, clean, and in first class operating condition. Pre-delivery services, at a
minimum, shall include the following:
1. Complete lubrication
2. Check all fluid levels to assure proper fill
3. Adjustment of engine to proper operating conditions
4. Inflate tires to-proper pressure
5. Check to assure proper operation of all accessories, gauges, lights, and
mechanical features:
6. Focusing of headlights.
7. Cleaning of vehicles and removal of all unnecessary tags, stickers, etc.
B. Vehicles furnished under this contract shall be reliable and in good working
condition. The County reserves the right to inspect the vehicle inventory prior to
contract award to determine the operating condition and compliance of respondent
in regard to this BID. The County reserves the right to request replacement of any
leased/rented vehicle, and/or equipment that does not perform satisfactorily.
C. Respondents shall specify "end of lease" requirements (such as tire, battery, and
filter replacement).
D. The County shall supply fuel for any vehicles covered under the awarded
contract. Special fuel requirements shall be listed with each vehicle on
Attachment A. Unless specified, unleaded fuel will be used.
E. Respondents shall specify maintenance terms required of vehicles during the
lease/rental award term.
F. Routine maintenance is the responsibility of the Volusia County Sheriffs Office.
If the bidding contractor is interested in performing routine maintenance a
separate submittal letter with pricing may be submitted for review. Maintenance
shall be accomplished by mutually agreeable outside vendor or in-house fleet
maintenance unless coverage is provided by a factory warranty service policy (a
copy of factory warranty policy is required with the bid response).
G. Respondents shall include emergency roadside assistance plan provided by the
manufacturers and bumper-to-bumper warranty for the term of the lease/rent for
each vehicle.
H. Respondents are responsible to perform all required bodywork through the
County contracted vendor with set contract pricing. Any deviation from this
shall be submitted in writing by the respondent for review. Pricing shall be at or
less than county contract pricing which as of 3/25/14 is $30 an hour fully
burdened.
I. Respondents shall include provisions for loaner vehicles in the event of
emergency breakdowns.
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1.3 Classification
A. Automobiles
Class I Compact
Class II Regular
Class III Premium
Class IV Luxury
B. Trucks, Vans, and SUVs
Class V Midsize Pickup Truck
Class VI 'A, 3/4, or 1 Ton Pickup,Truck
Class Vii Passenger Van (Full Size)
Class VIII Passenger Van (Compact Size)
Class IX Cutaway Cargo Van
Class X Medium Truck Type Cargo'Van
Class XI 'A, 3/4, or 1 Ton Cargo Van
Class XII Midsize SUVs
Class XIII 'Full size SUVs
2.0 GENERAL TERMS & CONDITIONS
2.1 Bid Closing Date
Bids must be received by the Volusia County Purchasing and Contracts Office, Room
302, Third Floor, 123 West Indiana Avenue, DeLand, FL, 32720-4608, no later than
3:00 p.m., EST, on Wednesday, May 14, 2014. Bids received after this time will not be
considered.
2.2 Proposed Schedule
April 9, 2014 Invitation to Bid Available
April 23, 2014 Pre-bid Conference
April 30, 2014 Last Day to Receive Written Questions
May 14, 2014 Bid Closing Date
TBD Planned Award Date
2.3 Delivery of Bids
DO NOT RESPOND TO THIS SOLICITATION ON LINE
All Bids shall be sealed and delivered or mailed to (faxes/e-mails will not be accepted):
County of Volusia, Florida
Purchasing and Contracts Office, Room 302
123 West Indiana Avenue, 3rd floor
DeLand, Florida 32720-4608
Mark package(s) "Bid #14-B-101VO,Vehicle Lease/Rental Program"
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Note: Please ensure that if a third party carrier (Federal Express, UPS, USPS, etc.) is
used, that the third party is properly instructed to deliver the Bid Submittal only to Room
302, in the Purchasing and Contracts Office on the third (3rd) floor at the above address.
To be considered, a Bid must be received and accepted in the Purchasing and Contracts
Office before the Bid closing date and time.
2.4 Pre-bid Conference
A A pre-bid conference will be held in the Purchasing Conference Room, 123 W.
Indiana Avenue, 3rd Floor, DeLand, FL, at 10:00 a.m., EST, WednesdayApril
23, 2014. While this is not mandatory, all interested parties are encouraged to
attend and participate.
B. In accordance with the American Disabilities Act and Section 286.26, Florida
Statutes, persons with disabilities needing a special accommodation to participate
in the proceedings, or an interpreter to participate in any proceedings, should
contact the County's ADA Coordinator at 386-248-1760 for assistance, at least
two (2) business days before any meeting date.
Assisted listening system receivers are available for the hearing impaired, and can
be obtained from the Deputy Clerk by contacting the County's ADA Coordinator
at 386-248-1760.
Read the full ADA Notice under The American with Disabilities Act (Title II), at
http://www.volusia.org/core/fileparse php/4175/urlt/ADANotice.pdf.
Read the County of Volusia Grievance Procedure under The Americans with
Disabilities Act(Title II).
2.5 Public Bid Opening
A. Pursuant to Section 119.071, Florida Statutes, Bids or proposals ("responses") and
the completed tabulation will be available for inspection within thirty (30) days of
response opening. Contact the Purchasing and Contracts Office during regular
business hours to inspect responses and the completed tabulation or go to
http://vcservices.vcgov.org/bidlistnetl/ for inspection of the completed tabulation.
The foregoing notwithstanding, if, prior to the County's making responses
available for inspection, the County rejects all responses and concurrently
provides notice of the County's intent to reissue the solicitation, then the County
may avail itself of the exemption for rejected responses set forth in Section
119.071, Florida Statutes, to the extent such Section may apply.
B. In accordance with the American Disabilities Act and Section 286.26, Florida
Statutes, persons with disabilities needing a special accommodation to participate
in the proceedings, or an interpreter to participate in any proceedings, should
contact the County's ADA Coordinator at 386-248-1760 for assistance, at least
two (2) business days before any meeting date.
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-
•
Assisted listening system receivers are available for the hearing impaired, and can
be obtained from the Deputy Clerk by contacting the County's ADA Coordinator
at 386-248-1760.
Read the full ADA Notice under The American with Disabilities Act (Title II), at
http://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf.
Read the County of Volusia Grievance Procedure under The Americans with
Disabilities Act(Title II).
2.6 Public Records
Public Records - § 119.0701, Florida Statutes. Contractor acknowledges that the services
and work to be performed pursuant to this Agreement may be performed by the County
itself as a political subdivision of the State of Florida, which is subject to the public
records requirements of Chapter 119, Florida Statutes and Article I, § 24 of the Florida
Constitution. Given the foregoing, the Contractor hereby agrees to:
A. Keep and maintain public records that ordinarily and necessarily would be
required by the County to perform the services and work provided pursuant to this
Agreement;
B. Provide the public with access to public records on the same terms and conditions
that the County would provide the records and at a cost that does not exceed the
cost provided in Chapter 119, Florida Statutes, or as otherwise may be provided
by law;
C. Ensure that public records that are statutorily exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized by law;
D. Meet all requirements for retaining public records and transfer, at no cost, to the
County all public records in the possession of the Contractor upon termination of
the Agreement and destroy any duplicate public records that are statutorily
exempt or confidential and exempt from statutory public records disclosure
requirements. For the purposes of complying with this paragraph, all records
stored electronically 'must be provided to the County in a format that is
compatible with the information technology systems of the public agency;
E. In responding to any public records request, Contractor shall (i) notify the County
of the request and the Contractor's intentions with regard to such request and (ii)
provide the County with copies of all records requested and produced, as well as
copies of all correspondence between the Contractor and the requestor.
Contractor further agrees-not to release any records that are statutorily exempt
from disclosure or statutorily confidential and exempt without first receiving prior
written authorization from the County, it being understood that the legislature has
designated such records exempt or otherwise confidential based upon important
public policy or safety reasons.
Contractor shall indemnify the County for and hold the County harmless against any and
all claims, damage awards, and causes of action arising from the Contractor's failure to
perform or otherwise adhere to the requirements of this Section, including, but not
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limited to, any third party claims or awards for attorneys fees and costs arising therefrom,
claims for negligent disclosure of confidential or exempt records, and claims for failure to
produce or otherwise timely produce records subject to disclosure. County shall further
be authorized to seek declaratory, injunctive, or other appropriate relief from a court of
competent jurisdiction on an expedited basis to enforce the requirements of this Section,
it being understood that the maintenance and production of public records is of
paramount public importance under Florida law. Regardless of the foregoing, the
enumeration of the remedies recited herein shall not be interpreted to limit or otherwise
restrict the County from seeking any other appropriate cause of action against or remedy
from the Contractor, whether in law or in equity, in the County's enforcement of the
requirements of this Section.
2.7 Bid Submittal Form
A. See Submittal Requirements for complete details.
B. Each Bidder shall submit four(4) complete sets of the Bid Submittal:
• One(1) hard copy marked "ORIGINAL"
• Two (2)hard copies marked "COPY"
Note: It is not necessary to return every page of the original solicitation
document with the hard copies of the Bid Submittal ORIGINAL and
COPY(ies); return only the pages that require signatures or information as
detailed in Section 3.0.
• One (1) COMPLETE electronic copy on a CD or USB drive in PDF format
(Excel spreadsheets shall not be recorded in PDF). The electronic copy of the
Bid Submittal shall include all submittal requirements as detailed in Section
3.0.
Note the solicitation number and name of company on the CD or USB drive.
Do not send confidential information, proprietary information, or trade secrets.
C. Terms and conditions differing from those in this Bid shall be cause for
disqualification of the Bid Submittal.
D. The Invitation to Bid page and the Bid Submittal Form must be signed by an
official authorized to legally bind the Bidder to all Bid provisions. The Bid
Submittal Form (Section 4.0) shall be signed by an authorized agent of the firm
with documentation, such as a Memorandum of Authority, that the individual is
authorized to commit the firm to a contract.
2.8 Questions, Exceptions, and Addenda Concerning ITB #14-B-101VO
A. It is incumbent upon each Bidder to carefully examine this solicitation's
specifications, scope of work/service, terms, and conditions. Questions and
exceptions concerning any Section of this Bid shall be directed by letter, facsimile
transmission or by e-mail to the Procurement Analyst named in 2.8, B, below,
who shall be the official point of contact for this Bid. Questions and exceptions
shall be submitted no later than fourteen (14) days before the closing date.
Thereafter, no further questions or exceptions will be accepted or reviewed by the
County and Bidders' right to submit questions or exceptions will terminate and
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any questions or exceptions not previously made shall be deemed waived. The
issuance of a written addendum is the only official method by which
interpretation, clarification, or additional information can be given and oral
representations will not be binding on the County.
B. Mark cover page or envelope(s) "Questions, Exceptions and Addenda Concerning
ITB #14-B-101 VO, "Vehicle Lease/Rental Program"
Submit questions to:
Vlad Opreanu, Procurement Analyst
Telephone- 386-626-6624
Fax: 386-736-5972
E-mail- vopreanu@volusaa org
C. If it becomes necessary for the County to revise any part of this ITB, an
addendum will be posted on the County's web site. It is each Bidder's
responsibility to check the Volusia County web site for any addenda at
http://vcservices vcgov.org/bidlistnetl. Each Bidder should ensure that they have
received all addenda to this ITB before submitting their proposal. In their
proposals, Bidders must provide proof of receipt of each addendum by signing
and returning each addendum to the County. Failure to provide this proof may
cause Bidder's proposal to be rendered non-responsive.
D. Each addendum issued by the County shall become a material part of this
solicitation. The resulting Agreement shall be the final decision on the subject of
the addendum.
2.9 Award
The County reserves the right to award the Agreement to the Bidder(s) that the County
deems to offer the lowest responsive and responsible Bid(s), as defined elsewhere in this
solicitation. The County is therefore not bound to accept a Bid based only on lowest
price. In addition, the County has the sole discretion and reserves the right to cancel this
ITB, to reject any/all Bids, to waive any/all informalities and/or irregularities, or to
re-advertise with either the identical or revised specifications, if it is deemed to be in the
best interest of the County to do so. Nothing prohibits the County from rejecting /
rebidding when responses exceed budget and the County must change the solicitation to
lower costs. The County also reserves the right to make multiple awards based on
experience and qualifications or to award only a portion of the items and/or services
specified, if deemed to be in the County's best interest or award only a portion of the
solicitation.
2.10 Local Bid Preference
Effective January 1, 2012, Volusia County adopted a local Bid preference. A Bidder or
prime contractor which has a permanent location at least six (6) months prior to the Bid
closing, as proven by a business tax receipt, in the following counties: Flagler, Lake,
Orange, Osceola, Seminole or Volusia County ("Local"), shall be granted a preference of
three percent (3%) of the total Bid price or quote. A Bidder which is a prime contractor
and is utilizing subcontractors, and the Bid price or quote of the work to be performed by
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all subcontractors, that qualify as a local business, constitutes fifty-one percent (51%) or
greater of the total work to be performed through subcontracting a two percent (2%) Bid
preference will apply. In the event that a prime contractor qualifies for a preference and
subcontractor qualifies for a preference, the preference shall not exceed a total of five
percent (5%). Preference shall not be given to Bids where the difference of the total Bid
price or quote exceeds twenty-five thousand dollars ($25,000.00) from the nearest
competing Bid price or quote for that solicitation.
This Section does not apply to any purchase that is funded, in whole or in part, by an
entity prohibiting local preference by grant agreement or applicable federal, state, or local
law. Solicitations for emergency purchases subject to Section 2-275 of the Code are
additionally exempt. All Bidders, including prime and subcontractors, awarded an
Agreement as a part of this process must maintain its status as a local business through
the term of the Agreement. Any Bidder, including prime and subcontractors, awarded an
Agreement as a result of this preference will be required to post any job openings for this
project with the Center for Business Excellence (CBE). Noncompliance with the
requirements of this Section will be deemed as a material breach and may be subject to
Agreement termination or disqualification from bidding on future projects.
This Bid is not funded by monies that prohibit this provision and local preference does
apply.
2.11 Definition of Responsive and Responsible for this Bid
Each Bid submittal shall be evaluated for conformance as responsive and responsible
using the following criteria:
A. Proper submittal of ALL documentation as required by this Bid. (Responsive)
B. The greatest benefits to Volusia County as it pertains to: (Responsible)
1. Total Cost;
2. Delivery;
3. Past Performance. In order to evaluate past performance, all Bidders are
required to submit a list of three (3) references / relevant projects completed
within the last three (3) years that are the same or similar in magnitude to this
ITB. The County of Volusia shall not be listed as a reference;
4. All technical.specifications associated with this Bid;
5. Financial Stability: Demonstrated ability, capacity and/or resources to acquire
and maintain required staffing; and,
6. Attachment A
Bidders are reminded that award may not necessarily be made to the lowest Bid. Rather,
award will be made to the lowest responsive, responsible, Bidder whose Bid represents
the best overall value to the County when considering all evaluation factors.
2.12 Other Agencies
A. All Bidders awarded Agreements from this Bid may, upon mutual agreement,
permit any municipality or other governmental agency to participate in the
Agreement under the same prices, terms, and conditions, if agreed to by both
parties.
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B. It is understood that at no time will any city, municipality, or other agency be
obligated for placing an order for any other city, municipality, or agency; nor will
any city, municipality, or agency be obligated for any bills incurred by any other
city, municipality, or agency. Further, it is understood that each agency will issue
its own purchase order to the awarded Bidder(s).
2.13 F.O.B. Point
The F.O.B. point for this Agreement and for all purchases made under it shall be as
specified by the using department (in accordance with the Bid Submittal Form), in
Volusia County, Florida. Delivery will not be complete until the using department has
accepted each item. Delivery to a common carrier shall not constitute delivery to the
ordering agency. All disputes shall be between the Contractor and the carrier.
2.14 Use of County Logo
The County owns and retains all proprietary rights in its logos, trademarks, trade names,
and copyrighted images (Intellectual Property). As such, nothing in this solicitation
permits or shall be construed as authorizing Bidder to use or display County's Intellectual
Property on Bidder's submittal documents or proposal (including any exhibits attached
thereto) submitted to County by or on behalf of Bidder in response to this solicitation.
The County has the right to redact the County Logo displayed on any proposal submitted.
2.15 Assignment
Contractor may not assign or otherwise convey Contractor's rights and/or obligations
under this Agreement without first providing County with a processing fee of Five
Hundred Dollars (US $500.00) and obtaining County's prior written consent, which
consent County may withhold, limit and/or condition in County's sole discretion,
including, but not limited to posting a performance bond. Any consent by the County
under this Section shall be by written amendment to the Agreement in a form and
substance specified by the County in its sole discretion. If Contractor desires to assign or
otherwise convey its rights and/or obligations under this Agreement, Contractor shall, no
less than one hundred-twenty (120) days prior to the assignment's proposed effective
date, provide County with a written request for County's consent.
Failure by the Contractor to obtain the County's consent in accordance with this Section
prior to assignment or other conveyance shall: 1) constitute a material breach of the
Agreement; and 2) entitle the County to retain any and all legal rights, claims and defense
to enforce this Section, including, but not limited to, injunctive, declaratory, damages and
attorney's fees and costs. Payment of any sum by the County in accordance with the
Agreement to the Contractor or any person or entity prior to the Contractor obtaining the
County's consent to the assignment shall not constitute a waiver of the rights of the
County under this Section 2.15.
Nothing herein shall preclude the right of the County to waive its rights under this
Section but no waiver shall be granted by the County without amendment to the
Agreement. The Contractor is hereby placed on notice that the County may demand a
discount of up ten percent (10%) from those rates or compensation for the goods or
services established in the Agreement as a condition to execution of the amendment.
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2.16 Agreement
A. The contents of this Bid, any subsequent addenda, and all provisions of the
successful proposal deemed pertinent by the County shall be considered as
contractual`documents and shall become legally binding. A separate Agreement
document, other than a Purchase Order or Master Agreement, will not be issued.
B. The Director of Purchasing and Contracts, County Manager, and County Chair
are the sole Contracting Officers for the County of Volusia, Florida, and only they
or their designee are authorized to make changes to any Agreement
C. The County shall be responsible for only those orders placed by the County on an
authorized signed Purchase Order or Master Agreement. The County shall not be
responsible for any order, change, substitution, or any other discrepancy from the
Purchase Order or Master Agreement. If there is any question about the
authenticity of a Purchase Order, Master Agreement, or change order, the Bidder
should promptly contact the Purchasing and Contracts Office at 386-736-5935.
2.17 Disclosure of Bid Content
A. All material submitted becomes the property of the County and may be returned
only at the County's option. The County has the right to use any or all ideas
presented in any reply to this Bid. Selection or rejection of any Bid Submittal
does not affect this right.
B. The County of Volusia, Florida, is governed by the Public Record Law, Chapter
119, Florida Statutes (F.S.).
2.18 Disqualification of Bidders
A. One (1) Bid: Only one (1) Bid submittal from an individual firm, partnership or
corporation under the same or under different name will be considered. If a
Bidder submitted more than one (1) Bid for the work involved, all Bids submitted
from such Bidder will be rejected.
B. Collusion Among Bidders: If it is believed that collusion exists among the
Bidders, the Bids of all participants in such collusion shall be rejected and no
participants in such collusion will be considered in future proposals for the same
work.
2.19 Bidder's Responsibility
The Bidder, by submitting a Bid, represents that:
A. The Bidder has read and understands the Invitation to Bid in its entirety and that
the Bid is made in accordance therewith;
B. The Bidder possesses the capabilities, resources, and personnel necessary to
provide efficient and successful service to the County;
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C. The Bidder has made all investigations and examinations necessary to ascertain
site and/or local conditions and requirements affecting the full performance of the
Agreement and to verify any representations made by the County of Volusia,
Florida, upon which the Bidder will rely. If the Bidder receives an award because
of its Bid Submittal, failure to have made such investigations and examinations
will in no way relieve the Bidder from its obligations to comply in every detail
with all provisions and requirements of the Agreement, nor will a plea of
ignorance of such conditions and requirements be accepted as a basis for any
claim by the Bidder for additional compensation or relief; and
D. The Bidder will be held responsible for any and all discrepancies, errors, etc., in
discounts or rebates which are discovered during the Agreement term or up to and
including three (3) fiscal years following the County's annual audit.
2.20 Payment Terms
A. The County will remit full payment on all undisputed invoices within forty-five
(45) days from receipt by the appropriate person(s) (to be designated at time of
Agreement) of the invoice(s) or receipt of all products or services ordered.
B. Pursuant to Chapter 218, Florida Statutes, the County will pay interest not to
exceed one percent (1%) per month on all undisputed invoices not paid within
thirty (30) days after the due date.
C. The County has the capability of Electronic Funds Transfer (EFT). List any
discounts for prompt payment and/or willingness to accept Electronic Funds
Transfer (EFT) and the discount to be applied to such payments. Vendors
offering prompt payment discounts, for example 1% - net 10,the discount shall be
taken if the check issue date is within specified time period from date of invoice.
D. By submitting a Bid (offer) to the County of Volusia, Florida, the Bidder
expressly agrees that, if awarded a Agreement, the County may withhold from
any payment monies owed by the Bidder to the County for any legal obligation
between the Bidder and the County including, but not limited to, real property
taxes,personal property taxes, fees,and commissions.
2.21 Special Conditions
These County facilities are administrative facilities that provide services to the Volusia
County public and any agencies that it serves. As such, activities in all buildings are
critical to the provisioning of services to the public and shall not be interrupted by the
Bidder's work activities.
2.22 Minor Irregularities
The County reserves the right to waive minor irregularities in Bid Submittals, providing
such action is in the best interest of the County. Minor irregularities are defined as those
that have no adverse effect on the County's best interests, and will not affect the outcome
of the selection process by giving the Bidder an advantage or benefit not enjoyed by other
Bidders.
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2.23 Licenses, Certificates, and Permits
A. The County reserves the right to require proof that the Bidder is an established
business and is abiding by the ordinances, regulations, and laws of their
community and the state of Florida, such as but not limited to: Business Tax
Receipts, business licenses, Florida sales tax registration, Federal Employers
Identification Number, Registration with the Florida Department of State,
Division of Corporations' Sunbiz at www.sunbiz.org, AND;
B. The Bidder shall be required, upon notification of recommendation of award, to
register with the Florida Department of State Division of Corporations at
www.sunbiz.org in order to provide services under the resulting Agreement.
C. If a license is required, the Bidder shall be licensed to perform the required work
in accordance with the laws of the State of Florida and local ordinances. Bidder
shall also verify that his/her subcontractors are licensed to perform the work in
accordance with the laws of the State of Florida and local ordinances.
2.24 Insurance
A. Required Types of Insurance
The Contractor shall purchase and maintain at its own expense, during the term of
this Agreement the following types and amounts of insurance with limits no less
than those shown below, in the form and from companies satisfactory to the
County:
SCHEDULE LIMITS
Workers' Compensation Florida Statutory Coverage
Commercial General Liability $2,000,000. General Aggregate
$2,000,000. Products/CompOps Aggregate
Products-Completed Operation $1,000,000. Personal/Advertising Injury
$1,000,000. Each Occurrence
(The County of Volusia shall be named as an additional insured under all of the
above Commercial General Liability coverage.)
Auto Liability $500,000. CSL
All autos-owned, hired or no-owned
(Symbol 1 Coverage)
1. Minimum underlying coverages shall include Commercial General
Liability, Automobile Liability and Workers' Compensation/Employer's
Liability. (Umbrella liability limit will not be required to be carried by
subcontractors.)
(If the services provided require the disposal of any hazardous or non-
hazardous materials off the job site, the disposal site operator must furnish
a certificate of insurance for Pollution Legal Liability with coverage for
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bodily injury and property damage for losses that arise from the facility
that is accepting the waste under this Agreement).
2. Umbrella or Excess Liability policies may be used to obtain the total limits
of liability required to meet the required limits of coverage stated above.
Evidence of such coverage should clearly demonstrate the underlying
coverages/policies that are included.
3. Workers' Compensation Insurance. Per Section 2.24, A, Workers'
Compensation insurance is required for all employees of the Contractor,
employed or hired to perform or provide work or services under this
Agreement or that is in any way connected with work or services
performed under this Agreement, without exclusion for any class of
employee, and shall comply fully with the Florida Workers'
Compensation Law (Chapter 440, Florida Statutes, Workers'
Compensation Insurance) and include Employers' Liability Insurance with
limits no less than the statutory amount shown above per occurrence.
a. Contractor and its Subcontractors, or any associated or subsidiary
company doing work on County property or under this Agreement
must be named in the Workers'
or coverage Compensation provide
p g
proof of their own Workers' Compensation coverage, without
exclusion of any class of employee, and with a minimum of the
statutory limits per occurrence for Employer's liability coverage.
Further, if the Contractor's Subcontractors fail to obtain Workers'
Compensation insurance and a claim is made against the County by
the uncovered employee of said Subcontractor of the Contractor, the
Contractor shall indemnify, defend, and hold harmless the County
from all claims for all costs including attorney's fees and costs arising
under said employee(s) Workers' Compensation insurance claim(s).
4. Commercial General Liability Insurance. Per Section 2.24, A,
Commercial General Liability insurance, with a limit of not less than the
amounts shown above with an aggregate limit and per occurrence basis,
including coverage for the Contractor's operations, independent
Contractors, Subcontractors and "broad form" property damage coverages
protecting itself, its employees, agents, Contractors or subsidiaries, and
their employees or agents for claims for damages caused by bodily injury,
property damage, or personal or advertising injury, products
liability/completed operations including what is commonly known as
groups A, B, and C (libel, false arrest, slander). Such policies shall include
coverage for claims by any person as a result of actions directly or
indirectly related to the employment of such person or entity by the
Contractor or by any of its Subcontractors arising from work or services
performed under this Agreement. Public liability coverage shall include
either blanket contractual insurance or a designated contract contractual
liability coverage endorsement, indicating expressly the Contractor's
Agreement to indemnify, defend and hold harmless the County as
provided in this Agreement. The commercial general liability policy shall
be endorsed to include the County as an additional insured. The
commercial general liability policy shall provide exclusive coverage for
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the location or project site where the work or services are to be performed
under this Agreement. In the alternative, the commercial general liability
policy shall be endorsed to provide the designated aggregate per location
endorsement or equivalent on a form approved or requested by the County
Risk Manager.
5. Motor Vehicle Liability. Per Section 2.24, A, the Contractor shall secure
and maintain during the term of this Agreement, motor vehicle coverage in
the split limit amounts of no less than the amounts shown above per
person, per occurrence for bodily injury and for property damage or a
combined single limit of the amount shown above with "Any Auto",
Coverage Symbol 1, providing coverage for all autos operated
regardless of ownership, and protecting itself, its employees, agents or
lessees, or subsidiaries and their employees or agents against claims
arising from the ownership, maintenance, or use of a motor vehicle.
6. Primary and Excess Coverage. Any insurance required may be provided
by primary and excess insurance policies.
B. Insurance Requirements
1. General Insurance Requirements:
a. All insurance policies shall be issued by insurers licensed and/or duly
authorized under Florida Law to do business in the State of Florida and
all insuring companies are required to have a minimum rating of A- in
the "Best Key Rating Guide" published by A.M. Best & Company,
Inc.
b. Approval by County of any policy of insurance shall not relieve
Contractor from its responsibility to maintain the insurance coverage
required herein for the performance of work or services by the
Contractor or its Subcontractors for the entire term of this Agreement
and for such longer periods of time as may be required under other
clauses of this Agreement.
c. Waiver of Subrogation. The Contractor hereby waives all rights
against the County and its Subcontractors to the extent of the risk
coverage by any insurance policy required hereunder for damages by
reason of any claim, demand, suit or settlement (including workers'
compensation) for any claim for injuries or illness of anyone, or perils
arising out of this Agreement. The Contractor shall require similar
waivers from all its Subcontractors. This provision applies to all
policies of insurance required under this Agreement (including
Workers' Compensation, and general liability).
d. County Not Liable for Paying Deductibles. For all insurance required
by Contractor, the County shall not be responsible or liable for paying
deductibles for any claim arising out of or related to the Contractor's
business or any Subcontractor performing work or services on behalf
of the Contractor or for the Contractor's benefit under this Agreement.
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e. Cancellation Notices. During the term of this Agreement, Contractor
shall be responsible for promptly advising and providing the County's
Risk Management and the Purchasing and Contracts divisions with
copies of notices of cancellation or any other changes in the terms and
conditions of the original insurance policies approved by the County
under this Agreement within two (2) business days of receipt of such
notice or change.
f. For any on-site work performed by or on behalf of Contractor on
County property, the County shall be named as an additional insured
or additional named insured subject to review and determination by
County's Risk Manager on all policies required under this Agreement
except professional liability and workers compensation.
g. Deductibles Contractors that maintain and administer a self-insured
retention or a large deductible program exceeding the insurance
requirements listed in this solicitation using a formal program to fund
either program may submit an exception in accordance with Section
2.8, Questions, Exceptions, and Addenda Concerning ITB #14-B-
, 101
14-B-
101 VO, to be considered for this solicitation.
The request must include a summary of the program's design, funding
method, and the program's supporting financial information. If
additional information is necessary, the County will request more
specific information, which must be provided by the Contractor. The
County's Risk Manager will review the information submitted and
determine whether the program is acceptable to the County.
Contractors with no formal risk management program in place to
manage and fund deductibles or self-insured retentions may not be
considered. Subject to County approval, Contractor may obtain a
letter
of credit in the amount equivalent to the deductible, which shall
remain in effect during the term of the Agreement at no additional cost
to the County.
C. Proof of Insurance
1. The Contractor shall be required to furnish evidence of all required
insurance in the form of certificates of insurance, which shall clearly
outline all hazards covered as itemized herein, the amounts of insurance
applicable to each hazard and the expiration dates.
2. The Contractor shall furnish proof of insurance acceptable to the County
prior to or at the time of execution of this Agreement and the Contractor
shall not commence work or provide any service until the Contractor has
obtained all the insurance required under this Agreement and such
insurance has been filed with and approved by the County. Upon request
from the County, the Contractor shall furnish copies of the following types
of insurance policies and any changes or amendments thereto,
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immediately, to the County and County's Risk Management and
Purchasing and Contracts Divisions, prior to the commencement of any
contractual obligations. This Agreement may be terminated by the
County, without penalty or expense to County, if at any time during the
term of this Agreement proof of any insurance required hereunder is not
provided to the County.
3. All certificates of insurance shall clearly indicate that the Contractor has
obtained insurance of the type, amount and classification required by this
Section. No work or services by Contractor or its Subcontractors shall be
commenced until County has approved these policies or certificates of
insurance. Further, the Contractor agrees that the County shall make no
payments pursuant to the terms of this Agreement until all required proof
or evidence of insurance has been provided to the County. This
Agreement may be terminated by the County, without penalty or expense,
if proof of any insurance required hereunder is not provided to the County.
4. The Contractor shall file replacement certificates with the County at the
time of expiration or termination of the required insurance occurring
during the term of this Agreement. In the event such insurance lapses, the
County expressly reserves the right to renew the insurance policies at the
Contractor's expense or terminate this Agreement but County has no
obligation to renew any policies.
D The provisions of this Section 2.24, shall survive the cancellation or termination
of this Agreement.
2.25 Safety
The Bidder shall take the necessary precautions and bear the sole responsibility for the
safety of the methods employed by the Bidder in performing the work. The Bidder shall
at all times comply with the regulations set forth by federal, state, and local laws, rules,
and regulations concerning "OSHA" and all applicable state labor laws, regulations, and
standards. The Bidder shall indemnify and hold harmless the County from and against all
liabilities, suits, damages, costs, and expenses (including attorney's fees and court costs)
which may be imposed on the County because of the Bidder, Subcontractor, or supplier's
failure to comply with the regulations.
2.26 Governing Law and Venue
All legal proceedings brought in connection with this Agreement shall only be brought in
a state or federal court located in the State of Florida., Venue in state court shall be in
Volusia County, Florida. Venue in federal court shall be in the United States District
Court, Middle District of Florida, Orlando division. Each party hereby agrees to submit
to the personal jurisdiction of these courts for any lawsuits filed there against such party
arising under or in connection with this Agreement. In the event that a legal proceeding
is brought for the enforcement of any term of the Agreement, or any right arising
therefrom, the parties expressly waive their respective rights to have such action tried by
jury trial and hereby consent to the use of non jury trial for the adjudication of such suit.
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All questions concerning the validity, operation, interpretation, construction and
enforcement of any terms, covenants or conditions of this Agreement shall in all respects
be governed by and determined in accordance with the laws of the State of Florida
without giving effect to the choice of law principles thereof and unless otherwise
preempted by federal law.
2.27 Additional Terms
The attached Invitation to Bid cover pages contains additional terms and conditions.
These written specifications within this solicitation will take precedence over terms and
conditions on the Invitation to Bid cover pages.
2.28 Award Term
The County is looking to promote partnership relationships within the policies and
procedures of public procurement. Pursuant toward that end, the successful Contractor(s)
shall be awarded an Agreement for an initial three (3) year term with the option for two
(2) subsequent one (1) year renewals. All renewals will be contingent upon mutual
written agreement and, when applicable, approval of County Council.
2.29 Price Redeterminations
A. The Contractor may petition the Director of Purchasing and Contracts for price
redetermination based on the increased costs of wages, fuel, and/or materials.
Any price redetermination will be based solely upon changes as documented by
the Employment Cost Index (ECI) or Producer Price Index (PPI) as published by
the Bureau of Labor Statistics. The base index number for the ECI will be for the
quarter in which the Bid opens. The base index number for the PPI will be for the
month the Bid opens. Any subsequent price redeterminations shall use the last
price redetermination as the "base index number".
B. Wage Price Redetermination may be requested on the anniversary date of the
Agreement. The Contractor shall refer to the Employment Cost Index, Total
Compensation, Private Industry, Index Number and Occupational Group at
http.//data.bls.gov/PDQ/outside.jsp?survey=ci. The base figure will be tied to
Trade, transportation, and utilities under the heading Service Providing Industries.
Minimum Wage Price Redetermination. If the minimum wage increases during
the term of the Agreement and any renewal, the Contractor may petition the
Director of Purchasing and Contracts for price redetermination for those job
categories where the pay to the Contractor's employee(s) is the current minimum
wage. The County will grant an increase of exactly the amount of the minimum
wage increase (not the percentage increase). The Contractor must increase the
pay to the employee(s) by the amount the'Contractor has requested, which shall
not exceed the amount the of the minimum wage increase. The amount paid to
the Contractor will be the increase plus any written and documented increase in
FICA, Medicare, and Workers' Compensation insurance. The Contractor must
supply written documentation of any other increase that is beyond the scope and
control of the Contractor. All written documentation must satisfy the reasonable
expectations of the Director of Purchasing and Contracts and Internal Auditor.
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Example: Minimum wage increases from$7.31 to $7.56 per hour. The Contractor
may petition for an increase of $0.25 per hour to be paid to the affected
employee(s) and shall provide written and documented cost increases for FICA,
Medicare and Workers' Compensation. The resulting increase in costs shall be
incorporated into fees/rates billed to the County.
If the Contractor bills the County at a higher price according to any price
redetermination granted by the County, and the Contractor fails to increase the
hourly rate paid to the employee for the same period, the Contractor will be
considered in Agreement default and the Agreement will be immediately
terminated.
C. Fuel Price Redetermination may be requested if/when the price of fuel increases
by a minimum of ten (10%) percent. If the Contractor petitions for such an
increase, the Contractor, shall also petition for a price redetermination decrease
if/when the price of fuel decreases by a minimum of ten (10%) percent; failure to
make such petition may be grounds for Agreement termination. Any fuel price
redetermination will be based solely upon changes as documented by the
Producer Price Index _(PPI) for the commodities "Unleaded Gasoline -
WPU057104" or ".#2 diesel fuel- WPUO573O3".
D. Materials Price Redetermination may be requested on the anniversary date of the
Agreement. The County may also petition the Contractor under the same
guidelines. Any price redetermination will be based solely upon changes as
documented by the Producer Price Index (PPI) for the commodity "Passenger car
rental and leasing — PCU53211-53211" as-published by the Bureau of Labor
Statistics which can be found on-line at http://stats.bls.gov.
E. All Price Redeterminations shall be calculated as follows:
Example: Contractor indicated on the Bid Submittal Form that thirty percent
(30%)-of the cost to provide the product/service is directly attributed to the
redetermination category (wages, fuel, or materials).
Base index PPI = $179.20
Current applicable PPI = $200.50
PPI increased,by $10.30 ($200.50—$179.20 = $21.30)
or(21.30 - $179.20 = .1188) 11.9%
Unit cost of the service is $100.00
30%of$100.00 is directly attributed to the redetermination category $30.00
$30.00 X 11.9% _ $3.57
New unit price for the product/service is ($100 + $3.57) $103.57
F. If the County and the Contractor cannot agree on any price redetermination, then
the Agreement will expire without penalty or further expense to either party. The
County reserves the right to award any remaining tasks under the expired
Agreement to the next most responsive and responsible, and available Contractor.
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2.30 Unusual Costs
The Bidder may petition the County at any time for an additional rate adjustment on the
basis of extraordinary and unusual changes in the costs of operation that could not
reasonably be foreseen by a prudent operator and which, by all reasonable expectations,
will continue for at least one (1) year. If the Bidder petitions for such an increase, the
Bidder shall also petition for a rate reduction on the basis of extraordinary and unusual
changes in the costs of operation that could not reasonably be foreseen by a prudent
operator and which, by all reasonable expectations, will continue for at least one (1) year;
failure to make such petition may be grounds for Agreement termination.
The Bidder's request shall contain substantial proof and justification to support the need
for the rate adjustment. The County may request from the Bidder, and the Bidder shall
provide, such further information as may be reasonably necessary in making its
determination. The County shall approve or deny the request, in whole or in part, within
sixty (60) days of receipt of the request and all other additional information required by
the County. Any price redetermination shall be solely based upon the documentation
provided and the County reserves the right to rescind any price relief granted should the
circumstances change and prices go down.
2.31 Waiver of Claims
Once this Agreement expires, or final payment has been requested and made, the
awarded Bidder shall have no more than thirty (30) calendar days to present or file any
claims against the County concerning this Agreement. After that period, the County will
consider the Bidder to have waived any right to claims against the County concerning this
Agreement.
2.32 Termination
A. The resulting Agreement may be terminated by (a) either party upon the material
breach by the other party if such breach is not cured within thirty (30) days
written notice from the non-breaching party, or (b) by County upon at least thirty
(30) calendar days, prior written notice to Contractor whenever the County shall
determine that such termination is in the best interest of the County.
B. County may terminate the resulting Agreement for convenience or non-
appropriation upon at least thirty (30) calendar days' prior written notice to
Contractor.
C. The Contractor may cancel the resulting Agreement with one-hundred eighty
(180) days written notice to the Director of Purchasing and Contracts. Failure to
provide proper notice to the County may result in the Bidder being barred from
future business with the County.
D. After Contractor's receipt of a notice of termination pursuant to Paragraph A
above (or to the extent Contractor has not cured a material breach within thirty
(30) days notice from County), and except as otherwise directed by the County,
the Contractor shall:
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1. Stop work under the Agreement or applicable statement of work on the
date specified in the notice of termination;
2. Place no further orders or subcontracts for materials, services or facilities;
3. Terminate all orders and subcontracts to the extent that they relate to the
performance of work or services terminated by the notice of termination;
and
4. With the approval of the County and to the extent required by the County,
settle all outstanding liabilities and all claims arising out of such
termination of orders and subcontracts. County's approval of such
settlements shall be final for all the purposes of this Section 2.32,
Termination.
E. After receipt of a notice of termination, the Contractor shall submit to the County
its termination claim for amounts owed by County (which shall include, without
limitation, all amounts due for work or services performed through the date of
termination), in the form and with a certification as prescribed by the County.
Such claim'shall be submitted promptly but in no event later than thirty (30) days
from the effective date of termination, unless one or more extensions in writing
are granted by the County, upon request of the Contractor made in writing within
such thirty (30) days period or authorized extension thereof Upon failure of the
Contractor to submit its termination claim within the time allowed, the County
may determine on the basis of information available to it, the amount, if any, due
to the Contractor by reason of the termination and shall thereupon pay to the
Contractor the amount so determined. In the event County terminates for
convenience or non-appropriation, Contractor shall not be obligated to refund to
County any prepaid fees.
F. Non-Appropriation. The resulting Agreement may be terminated by the County
or Contractor if-the County does not appropriate the funding in any fiscal year
necessary to pay the compensation set forth in the resulting Agreement.
G. In the event that the resulting Agreement is terminated by the County or
Contractor for non-appropriation, Contractor shall be paid in accordance with
terms of the resulting Agreement. Contractor shall be paid (a) to the date of
termination' on a prorated basis for any task and deliverable designated for
payment on the Payment Milestone Schedule that was started but not completed
and/or (b) for any work or deliverable that has been completed but not yet been
paid. County's obligation to pay Contractor'under this Section 2.32, Termination,
and the resulting Agreement is limited to the budgeted amount for the fiscaly ear
approved by the Volusia County Council for the then current fiscal year of the
resulting Agreement. Contractor shall have no right to compel the Volusia County
Council to appropriate funds for any fiscal year to pay the compensation.
H. Upon being notified of County's election to terminate for default of Contractor,
non-appropriation or convenience, Contractor and its Subcontractors shall refrain
from performing further work or incurring additional expenses under the terms of
the resulting Agreement, which is not specifically authorized in the notice of
termination.
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I. If termination of the resulting Agreement occurs for any reason:
1. Except as otherwise provided in the resulting Agreement, Contractor shall
return to the County, or destroy, all County confidential information in
Contractor' possession and shall certify the destruction or return of said
information in a written document signed by the duly authorized
representative of the Contractor that all such information has been
destroyed or returned, provided that Contractor shall be permitted to retain
an archival copy of any such confidential information (provided it
continues to maintain the confidentiality of such as prescribed herein) to
the extent necessary to have a record of the Service performed hereunder.
2. For all undisputed outstanding invoices submitted to the County for work
completed or deliverables delivered prior to the effective date of the
termination, the County shall cause payments to be made to Contractor
within forty-five (45) days of receipt of invoice. Contractor shall invoice
the County for any sums Contractor claims to be owed by County under
the resulting Agreement for work performed from the last invoice to the
effective date of termination. County shall review such invoice for
payment within fifteen (15) days of receipt and County shall pay any
undisputed amount within forty-five (45) days.
J. In the event of termination by the County for non-appropriation, for all items or
products ordered by Contractor before receipt by Contractor of the notice of
termination which Contractor could not cancel without imposition of a fee, the
County shall cause payments to be made to Contractor within forty-five (45) days
of receipt of an undisputed invoice for all cancellation, restocking or residual fees
resulting from the cancellation or return of third party products ordered from or
shipped by the vendor thereofp rior to the effective date of the termination.
2.33 Incurred Expenses
This ITB does not commit the County of Volusia to award an Agreement, nor shall the
County of Volusia be responsible for any cost or expense which may be incurred by the
Bidder in preparing and submitting the submittal called for in this ITB, or any cost or
expense incurred by the Bidder prior to the execution of an Agreement.
2.34 Minimum Specifications
The specifications listed in the scope of service are the minimum required performance
specifications for this ITB; they are not intended to limit competition nor specify any
particular Bidder, but to ensure that the County receives quality services.
2.35 Compliance with Laws and Regulations
The Bidder shall be responsible to know and to apply all applicable federal and state
laws, all local laws, ordinances, rules, regulations, and all orders and decrees of bodies or
tribunals having jurisdiction or authority which in any manner affect the work, or which
in any way affect the conduct of the work. Bidder shall observe and comply with all such
laws, ordinances, rules, regulations, orders, and decrees for all work or services
performed under this Agreement. The Bidder shall protect and indemnify County and all
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its officers, agents, servants, or employees against any liability or claim made against the
County arising from or based on the violation of any such law, ordinance, rule,
regulation, order, or decree caused or committed by Bidder, its representatives,
Subcontractors, sub-consultants,professional associates, agents, servants, or employees.
At time of Bid submittal, Bidder shall hold the required licensure to be the prime
q
Contractor for all work to be performed under the Bid Agreement. If Bidder proposes to
use a Subcontractor or sub-consultant to perform any work under the Bid Agreement
such subcontractor and/or sub-consultant shall, at the time of Bid submittal, hold the
required licensure for all work to be performed under this Bid Agreement as a
subcontractor and shall maintain such license(s) in full force and effect during the term of
this Bid Agreement. All licenses and permits required to perform Bidder's duties under
this Bid Agreement whether such license or permit is required by the federal government,
State of Florida, Volusia County, or any municipality, shall be at Bidder's sole cost and
expense, and shall,not be a cost of the County. All required licenses and permits shall be
maintained in full force and effect during the term of this Bid Agreement.
2.36 Limitation of Liability and Indemnification of County
A. The Contractor shall, at its own expense, indemnify, defend, and hold harmless
the County and its public officials (elected and appointed), successors and
successors in interest, officers, agents, attorneys and employees, from and against
all claims of every kind and nature (including losses incurred or suffered in
consequences either of bodily injury to an person or damage to property),
damages, losses and expenses, including reasonable attorney's fees to the extent
caused by the negligence, recklessness or intentionally wrongful conduct of the
Contractor and its Subcontractors or Sub-subcontractors or agents performing
work or services under this Agreement, caused in whole or in part by any
negligent act or omission of Contractor, Subcontractors or Sub-subcontractors,
anyone employed by any of them or anyone for whose acts any of them may be
liable, except the Contractor will not be required to indemnify and hold the
County harmless is such claim, damage, loss and expense is the result of the sole
negligence of the County, or of anyone directly or indirectly employed by the
County or anyone for whose acts the County may be liable. Such obligation shall
not be construed to negate, abridge or reduce other rights or obligations of
indemnity which would otherwise exist as to a party or person described in this
Agreement.
B. In all claims against the County, or any of its public officials (elected and
appointed), successors and successors in interest, officers, agents, attorneys, and
employees by any employee of Contractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable, no
indemnification obligation shall be limited in any way by any limitation on the
amount or type of damages, compensation or benefits payable by or for
Contractor, or any Subcontractor or Sub-subcontractor under Florida's Workers'
Compensation acts, disability benefit acts, or other employee benefit acts.
C. Contractor's indemnification obligations under this Section 2.36, Limitation of
Liability and Indemnification of County, are subject to County or the indemnified
party giving Contractor (a) prompt written notice of any indemnifiable claim, (b)
reasonable assistance in Contractor's defense of the indemnifiable claim; and (c)
sole authority to defend or settle the indemnifiable claim, provided that County or
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the indemnified party shall have the right to approve any settlement of an
indemnifiable claim to the extent such settlement imposes any obligations on
County or the indemnified party. County, or the indemnified party, may retain its
own legal counsel at its own expense to monitor such litigation.
D. Sovereign Immunity. County expressly retains all rights, benefits and immunities
of sovereign immunity in accordance with Section 768.28, Florida Statutes (as
amended). Notwithstanding anything set forth in any Section of this Agreement to
the contrary, nothing in this Agreement shall be deemed as a waiver of immunity
of limits of.liability of County beyond any statutory limited waiver of immunity
of limits of:liability which may have been adopted by the Florida Legislature or
may be adopted by the Florida Legislature and the cap on the amount and liability
of County for damages regardless of the number or nature of claims in tort, equity
or contract,shall not exceed the dollar amount set by the legislature for tort.
Nothing in this Agreement shall inure to the benefit on any third party for the
purpose of allowing any claim against County which would otherwise be barred
under the Doctrine of Sovereign Immunity or operation of law.
2.37 Records & Right to Audit
The Bidder shall maintain such financial records and other records as may be prescribed
by the County or by applicable federal and state laws, rules, and regulations. The Bidder
shall retain these records for a period of three (3) years after final payment, or until the
County audits them, whichever event occurs first. These records shall be made available
during the term of the Agreement and the subsequent three (3) year period for
examination, transcription, and audit by the County, its designees, or other entities
authorized by law.
2.38 Change in Scope of Work/Service
A. The County may order changes in the work/service consisting of additions,
deletions, or other revisions within the general scope of the Agreement. No
claims maybe made by the Bidder that the scope of the project or of the Bidder's
services has been changed, requiring changes to the amount of compensation to
the Bidder or other adjustments to the Agreement, unless such changes or
adjustments have been made by written amendment or change order to the
Agreement'signed by the County Representative, County Director of Purchasing
and Contracts, and the Bidder.
B. If the Bidder believes that any particular work/service is not within the scope of
work/service of the Agreement, is a material change, or will otherwise require
more compensation to the Bidder, the Bidder must immediately notify the
County's Representative in writing of this belief. The Bidder and County shall
negotiate modifications to the Agreement in good faith and agree upon equitable
adjustment for any changes in services or other obligations required of the Bidder
due to such modifications. The Bidder must assert its right to an adjustment
under this clause within thirty (30) days from the date of receipt of the written
order.
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C. The County reserves the right to negotiate with the awarded Bidder(s) without
completing; the competitive bidding process for materials, products, and/or
services similar in nature to those specified within this ITB for which
requirements were not known when the ITB was released.
2.39 Modifications Due to Public Welfare or Change in Law
The County shall have the power to make changes in the Agreement as the result of
changes in law and/or ordinances of Volusia County to impose new rules and regulations
on the Bidder under the Agreement relative to the scope and methods of providing
services as shall, from time to time, be necessary and desirable for the public welfare.
The County shall give the Bidder notice of any proposed change and an opportunity to be
heard concerning `those matters. The scope and method- of providing services as
referenced herein shall also be liberally construed to include, but is not limited to, the
manner, procedures, operations and obligations, financial or otherwise, of the Bidder. In
the event any future change in Federal, State or County law or the ordinances of Volusia
County materially alters the obligations of the Bidder, or the benefits to the County, then
the Agreement shall be amended consistent therewith. Should these amendments
materially alter the obligations of the Bidder, then the Bidder or the County shall be
entitled to an adjustment in the rates and charges established under the Agreement
Nothing contained in the Agreement shall require any party to perform any act or
function contrary ;to law. The County and Bidder agree to enter into good faith
negotiations regarding modifications to the Agreement, which may be required in order
to implement changes in the interest of the public welfare or due to change in law. When
such modifications;are made to the Agreement, the County and the Bidder shall negotiate
in good faith, a reasonable and appropriate adjustment for any changes in services or
other obligations 'required of the Bidder directly and demonstrably due to any
modification in the;Agreement under this clause.
2.40 Right to Require Performance
A. The failure of the County or Bidder at any time to require performance by the
other of any provision hereof shall in no way affect the right of the County or
Bidder thereafter to enforce same, nor shall waiver by the County of any breach
of any provision hereof be taken or held to be a waiver of any succeeding breach
of such provision or as a waiver of any provision itself.
B. In the event of failure of the Bidder to deliver services in accordance with the
Agreement ;terms and conditions, the County, after due written notice, may
procure the,services from other sources and hold the Bidder responsible for any
resulting additional purchase arid administrative costs. This remedy shall be in
addition to any other remedies that the County may have.
2.41 Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations
under the Agreement to the extent such failure or delay necessarily results from the
occurrence of a Force Majeure Event beyond the control or reasonable anticipation of
either party, including, but not limited to, compliance with any unanticipated government
P\VLAD\BIDS\2014 Bids\14-B-101 VO Vehicle Lease Program\14-B-101 VO Vehicle Lease Rental Program docPage 29 of 49
law or regulation not otherwise in effect at the time of execution of this Agreement, acts
of God, unforeseeable governmental acts or omissions, fires, strikes, natural disasters,
wars, riots, transportation problems, and/or any other unforeseeable cause whatsoever
beyond the reasonable control of the parties (and such cause being referred to as a"Force
Majeure Event"). Accordingly, the parties further agree that:
A. Upon the occurrence of Force Majeure Event, the non-performing party shall be
excused from any further performance of those obligations under this Agreement
that are affected by the Force Majeure Event for as long as (a) the Force Majeure
Event continues; and (b) the non-performing party continues to use commercially
reasonable efforts to recommence performance whenever and to whatever extent
possible without delay.
B. Upon the occurrence of a Force Majeure Event, the non-performing party shall
notify the other party of the occurrence of such event and describe in reasonable
detail the effect(s) of such event upon the party's performance of its obligations
and duties pursuant to this Agreement. Such notice shall be delivered or
otherwise communicated to the other party within two (2)business days following
the failure or delay caused by the Force Majeure Event, or as soon as possible
after such failure or delay if the Force Majeure Event precludes the non-
performing party from providing notice within such time period.
C. In the event of a Force Majeure Event, the time for performance by the parties
under the applicable statement of work shall be extended for a period of time
equal to the time lost" by reason of such cause through execution of a Change
Order pursuant to the terms of the Agreement.
2.42 Bidder's Personnel
During the performance of the Agreement, the Bidder agrees to the following:
A. The Bidder shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, age, handicap, or national
origin, except when such condition is a bona fide occupational qualification
reasonably necessary for the normal operations of the Bidder. The Bidder agrees
to post in conspicuous places, visible to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
The Bidder; in all solicitations or advertisements for employees placed by or on
behalf of the Bidder, shall state that such Bidder is an Equal Opportunity
Employer; '
B. The Bidder shall be responsible for ensuring that its employees, agents, and
subcontractors comply with all applicable laws and regulations and meet federal,
state,and local requirements related to their employment and position;
C. The Bidder certifies that it does not and will not during the performance of the
Agreement employ illegal alien workers or otherwise violate the provisions of the
federal Immigration Reform and Control Act of 1986, as amended;
P\VLAD\BIDS\2014 Bids\14-B-101 VO Vehicle Lease Program\14-B-101 VO Vehicle Lease Rental Program docPage 30 of 49
-
D. Notices, advertisements, and solicitations placed in accordance with federal law,
rule, or regulation shall be deemed sufficient for the purpose of meeting the
requirements of this Section 2.42;
E. The Bidder shall include the provisions of the foregoing paragraphs A, B, C, and
D, above, in every subcontract or purchase order so that the provisions will be
binding upon each Bidder;`
F. The Bidder and any Subcontractor shall pay all employees working on this
Agreement not less than minimum wage specified in the Fair Labor Standards Act
(29 CFR 510-794) as amended;
G. Any information concerning the County, its products, services, personnel,
policies, or:any other aspect of its business learned by the Bidder or personnel
furnished by the Bidder in the course of providing services pursuant to the
Agreement and exempt from disclosure pursuant to Section 119.01, F.S., shall be
held in confidence and shall not be disclosed by the Bidder or any employee or
agents of the Bidder or personnel furnished by the Bidder, without the prior
written consent of the County; and
H. Both Bidder and Subcontractors awarded an Agreement as a result of Section
2.10, Local Preference, shall register all open positions related to this Agreement
with the Center for Business Excellence (CBE), and submit appropriate affidavit
(Sections 10.0 and 11:0 of this document) showing compliance.
2.43 Claim Notice
The Bidder shall immediately report in writing to the County's designated representative
or agent any incident that might reasonably be expected to result in any claim under any
of the coverage mentioned herein. The Bidder agrees to cooperate with the County in
promptly releasing reasonable information periodically as to the disposition of any
claims, including a résumé of claims experience relating to all Bidder operations at the
County project site: The designated representative for the County shall be:
Name: County of Volusia, Florida
Personnel/Risk Management Division
Address: 230 North Woodland Boulevard, Suite 250
DeLand, Florida 32720
Telephone: 386-736-5963
Fax: 386-822-5006
2.44 Disadvantaged Business Enterprise Program
The County Council has adopted policies, which assure and encourage the full
participation of Disadvantaged Business Enterprises (DBE) in the provision of goods and
services. The County encourages joint ventures between majority-owned firms and
qualified disadvantaged/minority/women-owned firms.
2.45 County/Bidder Relationship
The County of Volusia reserves the right to award one or more Agreements to provide the
required services as deemed to be in the best Interest of the County
P\VLAD\BIDS\2014 Bids\14-B-101 VO Vehicle Lease Program\14-B-101 VO Vehicle Lease Rental Program docPage 31 of 49
Any awarded Bidder shall provide the services required herein strictly under a contractual
relationship with the County and is not, nor shall be, construed to be an agent or
employee of the County As an independent Bidder the awarded Bidder shall pay any
and all applicable taxes required by law; shall comply with all pertinent Federal, State,
and local statutes including, but not limited to, the Fair Labor Standards Act, The
Americans with Disabilities Act, the Federal Civil Rights Act, and any and all relevant
employment laws. ' The Bidder shall be responsible for all income tax, FICA, and any
other withholdings from its employees' or Subcontractor's wages or salaries. Benefits for
same shall be the responsibility of the Bidder including, but not limited to, health and life
insurance, mandatory Social Security, retirement, liability/risk coverage, and workers'
and unemployment compensation.
The independent Bidder shall hire, compensate, supervise, and terminate members of its
work force; shall direct and control the manner in which work is performed including
conditions under which individuals will be assigned duties, how individuals will report,
and the hours individuals will perform.
The independent Bidder shall not be provided special space, facilities, or equipment by
the County to perform any of the duties required by the Agreement, nor shall the County
pay for any business, travel, or training expenses or any other Agreement performance
expenses not explicitly set forth in the specifications.
The independent Bidder, except as expressly set forth herein, shall not be exclusively
bound to the County and may provide professional services to other private and public
entities as long as it is not in direct conflict and does not provide a conflict of interest
with the services to be performed for the County.
2.46 Damages to Rental Equipment
Rental Bidders agree to purchase such insurance, as they consider necessary to protect
their equipment from damage or destruction during the term of this Agreement for rental
of equipment. Rental Bidders also agree that the County shall have no obligation for
payment of damages of any nature to equipment provided with or without an operator
unless clear and convincing evidence demonstrates that gross negligence of either the
County or its employees acting within the scope of their employment was the direct cause
of such damage or destruction.
Rental Bidders further understand and agree that no employee of the County other than
the Director of Purchasing and Contracts is authorized to sign any rental or other
agreement that contains terms and conditions other than those contained in this
solicitation, and that any signature of a County employee other than the Director of
Purchasing and Contracts shall be interpreted as the County's acknowledgement of
delivery only.
2.47 New Material
Unless otherwise provided for in this specification, the Bidder represents and warrants
that the goods, materials, supplies, or components offered to the County under this
Agreement are new, not used or reconditioned, and are not of such age or so deteriorated
as to impair their; usefulness or safety and that the goods, materials, supplies, or
P\VLAD\BIDS\2014 Bids\14-B-101 VO Vehicle Lease Program\14-B-101 VO Vehicle Lease Rental Program docPage 32 of 49
components offered are current production models of the respective manufacturer. If the
Bidder believes that furnishing used or reconditioned goods, materials, supplies, or
components will be in the County's interest, the Bidder shall so notify the County
Procurement Analyst in writing no later than ten (10) working days prior to the date set
for opening of Bids. The notice shall include the reasons for the request and any benefits
that may accrue if the County authorizes the bidding of used or reconditioned goods,
materials, supplies, or components.
2.48 Damages
Due to the nature of the services to be provided and the potential impact to the County for
loss, the Contractor cannot disclaim consequential or special damages related to the
performance of this Agreement. The Contractor shall be responsible and accountable for
any and all damages, directly or indirectly, caused by the actions or inaction of its
employees, staff, or Subcontractors. There are no limitations to this liability.
2.49 Conflict of Interest Form
All Bidders shall properly complete, have notarized, and include with their Bid Submittal
the attached form disclosing any potential conflict of interest that the Bidder may have
due to ownership, other clients, contracts, or interests associated with this project.
P
2.50 Definitions
As used in this Bid, the following terms shall have the meanings set forth below:
Agreement: The document resulting from this solicitation between the County and the
Contractor, including this Bid, along with any written addenda and other written
documents, which are expressly incorporated by reference.
Agreement Administrator: The Director of Purchasing and Contracts or designee shall
serve as Agreement Administrator. The Agreement Administrator shall be responsible
for addressing any concerns within the scope of the Agreement. Any changes to the
resulting Agreement shall be made in writing and authorized by the Director of
Purchasing and Contracts.
Bid: A Contractor's offer to the County in response to an invitation to bid (ITB) issued
by a purchasing authority.
Bidder: That person or entity, including employees, servants, partners, principals, agents,
and assignees of the person or entity that has submitted a Bid proposal for the purpose of
obtaining business, with the County to provide the product and/or services set forth
herein. (Used interchangeably with Respondent)
Contractor: That person or entity duly authorized to submit a Bid proposal for the
purpose of obtaining business with the County to provide the product and/or services set
forth herein and incurring liability for the same.
Contractor's Project Manager. The Project Manager has responsibility for
administering this Agreement for the successful Bidder(s) and will be designated prior to
the issue of the resulting Master Agreement or Purchase Order.
P\VLAD\BIDS\2014 Bids\14-B-101 VO Vehicle Lease Program\14-B-101VO Vehicle Lease Rental Program docPage 33 of 49
County: The word County refers to the County of Volusia, Florida.
County's Project Manager(s): The Project Manager(s) have responsibility for the day-
to-day administration of the resulting Agreement for the County and will be designated
prior to award of th'e resulting Master Agreement or Purchase Order.
Day: The word"day" means each calendar day or accumulation of calendar days.
Director: The Director of Purchasing and Contracts for the County of Volusia, FL.
Master Agreement: The payment vehicle through with the successful Bidder(s) shall be
compensated. This Agreement will be issued in accordance with the specifications,
terms, and conditions of this Bid document and shall be valid for a specified period of
time with a specific dollar value, which shall not be exceeded annually.
Person or Persons: An individual, firm, partnership, corporation, association, executor,
administrator, trustee, or other legal entity, whether singular or plural, masculine or
feminine, as the context may require.
Preference: The method of the reducing the proposed Bid or quote price by a designated
percentage for the sole purpose of determining the lowest price when compared to other
prices submitted during a competitive solicitation.
Respondent: That,person or entity, including employees, servants, partners, principals,
agents, and assignees of the person or entity that has submitted a Bid proposal for the
purpose of obtaining business with the County to provide the product and/or services set
forth herein. (Used'interchangeably with Bidder)
Subcontractor: A,person other than a materialman or laborer who enters into a contract
with a Contractor for the performance of any part of the Agreement documents.
Sub-subcontractor: A person other than a materialman or laborer who enters into a
contract with a Subcontractor for the performance of any part of such Subcontractor's
Agreement.
3.0 SUBMITTAL REQUIREMENTS (Submit in the following order)
It is not necessary to return every page of this document with the Proposal; return only the
pages that require signatures or information requested below.
3.1 Completed Invitation To Bid Cover Pages (includes two pages) signed by an
authorized agent of the firm, as listed on the Florida Department of State, Division of
Corporations' Sunbiz report available at www.sunbiz.org (Sunbiz), shall be required. If
anyone other than the officers listed on the Sunbiz website will be signing this ITB, a
memorandum of authority signed by an officer of the firm allocating authorization shall
be required. If firm is not currently registered as a vendor in the State of Florida
(Sunbiz), include documentation designation of contracting authority. The memorandum
of authority shall be on the firm's letterhead and shall clearly state the name, title and
contact information for the individual designated by the firm.
P\VLAD\BIDS\2014 Bids\14-B-101 VO Vehicle Lease Program\14-B-101 VO Vehicle Lease Rental Program docPage 34 of 49
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