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R15-071 RESOLUTION NO. R15- 071 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING THE PIGGY - BACKING OF A CONTRACT BETWEEN ORANGE COUNTY, FLORIDA AND FISHER SCIENTIFIC COMPANY, LLC., FOR THE PROCUREMENT OF TURN OUT 1 u GEAR AT AN ESTIMATED ANNUAL EXPENDITURE 1 OF $53,000.00; AUTHORIZING THE CITY MANAGER 1 : TO EXECUTE A CONTRACT BETWEEN THE CITY 1 ; OF BOYNTON BEACH AND FISHER SCIENTIFIC 1 COMPANY, LLC; PROVIDING AN EFFECTIVE 1 1 DATE. 1s. 1 WHEREAS, Firefighter Turn Out gear (Bunker Gear) is part of the structural 18 firefighting gear required to perform the duties of a firefighter; and 1 WHEREAS, the gear is required to meet the NFPA guidelines and each member is 211 required to have their own gear fit to his or her specific measurements; and 2 WHEREAS, the City of Boynton Beach Fire Department is in need of twenty -nine 2 (29) sets of gear, which will replace gear that has reached its end of life and or has shown 23 such significant wear and tear that it can no longer be utilized or provide the safety 2 protection needed by NFPA standards; and 2. WHEREAS, City staff recommends piggy - backing an Orange County, Florida 2.. Contract with Fisher Scientific Company, LLC., for the procurement of turn out gear at an 2 ' estimated annual expenditure of $53,000.00. 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 2 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 3 Section 1. Each Whereas clause set forth above is true and correct and 3 incorporated herein by this reference. C: \Users \StanzioneTWppData \Local \Microsoft\Windows \Temporary Internet Files \Content.1E5 \TQFSZ5NC \Reso_ _Piggy- backing Orange_County_FL_with_Fisher Scientific_(2015).docx Section 2. The City Commission hereby approves the piggy- backing of an Orange County, Florida Contract with Fisher Scientific Company, LLC., for the procurement of turn out gear. Section 3. The City Commission of the City of Boynton Beach hereby authorizes the City Manager to execute an Agreement between the City of Boynton Beach and Fisher Scientific Company, LLC, which incorporates Fisher Scientific Company's existing agreement with Orange County. A copy of the existing agreement is attached hereto as Exhibit "A ". Section 4. That this Resolution shall become effective immediately. 1 u PASSED AND ADOPTED this /& of June, 2015. 1 . CITY OF BOYNTON BEACH, FLORIDA 1. YES NO . /� 1 s. Mayor — Jerry Taylor IO 10 Vice Mayor — Joe Casello 1 's 211 Commissioner — David T. Merker 2 2 Commissioner — Mack McCray 2• 2 Commissioner — Michael M. Fitzpatrick 2. 2s. 2 VOTE 2 : ATTEST: 2 '; 31' i/ 32 Jet M. Prainito, � (MC 33 P ity Clerk 34 ''" a 0'� 36 (Corporate Seal) C:\ Users \StanzioneT\AppData \Local \Microsoft\Windows \Temporary Internet Files \Content.lE5 \TQFSZ5NC \Reso_ Piggy - backing_Orange_Cou nty_FL_ with _Fisher_Scientific_(2015).docx o- PURCHASING AND CONTRACTS DIVISION ; JOHNNY M. RICHARDSON, CPPO, CFCM, Manager 400 E. South Street, 2nd Floor . Reply To: Post Office Box 1393 . Orlando, Florida 32802 -1593 407. 836 -5635 . Fax; 407. 836 -5899. http: / /www.octl.net T GOVRRNMENT F L O R 1 D A TERM CONTRACT NO.Y12 -1086F FIRE RESCUE AND HAZMAT SUPPLIES AND EQUIPMENT LOTS 4, 5, 6, 9, 13, 14, 16, 18, 27, 28, 29, 30, 34, 35, 44, 48, 50, 51, 52, 53, 54, 57, 58, 59, 62, 63, & 65 TO: Fisher Scientific Company, LLC 300 Industry Drive Pittsburgh, Pennsylvania 15275 This is to inform you that the Orange County Board of County Commissioners hereby enters into a term contract subject to the following: TERMS AND CONDITIONS 1. Acceptance: This contract is our acceptance of your offer in response to our Invitation for Bids No. Y12- 1086 -JS, FIRE RESCUE AND HAZMAT SUPPLIES AND EQUIPMENT - Term Contract, and is subject to all terms and conditions therein. 2. Term of Contract: A. This is a term contract for the time period specified in the referenced Invitation for Bids, for the products /services covered by this contract. The County is not obligated to purchase any minimum amount of products or services, unless otherwise stipulated in the Invitation for Bids. B. This contract is effective September 22, 2012, and shall remain in effect through September 21, 2015. The estimated contract award for this period is $3,650,000.00. C. This contract may be renewed upon mutual agreement as provided in the Invitation for Bids. Any amendments to this contract must be in writing and signed by both parties. Such amendment(s) must be signed by the representative of the Orange County Purchasing and Contracts Division to be valid, binding, and enforceable. D. This contract may be cancelled or terminated as provided for in the Invitation for Bids. Revised (3/19/07) Page 1 of 2 3. Ordering against Contract: A. Unless otherwise specified in the Invitation for Bids, the County will place orders by issuance of a numbered Delivery Order against this contract. Each Delivery Order will specify the quantity, description and location for delivery. B. The obligations of Orange County under this contract are subject to need and availability of funds lawfully appropriated for its purpose by the Board of County Commissioners. 4. Taxes: The County has the following tax exemption certificates assigned. A. Certificate of Registry No. 59- 70 -004K for tax free transactions under Chapter 32, Internal Revenue Code; B. Florida Sales and Use Tax Exemption Certificate No. 85- 8012622266C- 0. 5. Invoicing: A. Invoices must be submitted, in duplicate, referencing this contract number and the Delivery Order to: Orange County Fire Rescue Department Financial Services Division P.O. Box 8579 Winter Park, Florida 32793 Phone (407) 836 -9871 B. Invoices against this contract are authorized only at the prices stated in your bid response, unless otherwise provided in the Invitation for Bids. 6. All requirements contained in any addenda to the solicitation for this procurement are part of and hereby incorporated into this contract. BOARD OF COUNTY COMMISSIONERS ORANGE COUNTY, FLORIDA BY: Rt l1 • • otOON Ja es ' . Schell Jr., C.P.M., CPP : PA Purc asing and Contracts Division DATE: Revised (3/19/07) Page 2 of 2 Issue Date: June 29, 2012 INVITATION FOR BIDS #Y12- 1086 -JS NOTICE IS HEREBY GIVEN that the Board of County Commissioners of Orange County, Florida, henceforth referred to as the County is accepting sealed bids for: FIRE RESCUE AND HAZMAT SUPPLIES AND EQUIPMENT TERM CONTRACT Sealed bid offers in an original and three (3) copies for furnishing the above will be accepted up to 2:00 PM (local time), THURSDAY, July 19, 2012, in the Purchasing and Contracts Division, Internal Operations Centre 11, 400 E. South Street, 2nd Floor, Orlando, FL 32801. Copies of the bid documents may be obtained from the Orange County Purchasing and Contracts Division at the above address, Copies may be requested by phoning (407) 836 -5635 or by download from the Internet at: http: / /apps.ocfl.netlorancgebids /bidopen.asp Johnny M. Richardson, CPPO, CFCM Manager, Purchasing and Contracts Division NOTICE TO BIDDERS /OFFERORS To ensure that your bid /proposal is responsive, you are urged to request clarification or guidance on any issues involving this solicitation before submission of your response. Your point -of- contact for this solicitation is Jim Schell, Senior Purchasing Agent at Jim.Schell ocfl,net . TABLE OF CONTENTS DESCRIPTION PAGE GENERAL TERMS AND CONDITIONS 2 -12 SPECIAL TERMS AND CONDITIONS 13 -19 BID PROPOSAL FORM 20 -23 REFERENCES 26 -27 DRUG -FREE WORKPLACE FORM SCHEDULE OF SUBCONTRACTING FORM CONFLICT OF INTEREST FORM VERIFICATION OF EMPLOYMENT STATUS CERTIFICATION FORM RELATIONSHIP DISCLOSURE FORM RELATIONSHIP DISCLOSURE FORM - FREQUENTLY ASKED QUESTIONS (FAQ) ORANGE COUNTY SPECIFIC PROJECT EXPENDITURE REPORT EXPENDITURE REPORT- FREQUENTLY ASKED QUESTIONS (FAQ) EXHIBIT A - LEASED EMPLOYEE AFFIDAVIT EXHIBIT B - COMMERCIAL GENERAL LIABILITY EXHIBIT C - COMMERCIAL GENERAL LIABILITY EXHIBIT D - WORKERS COMPENSATION & EMPLOYEES LIABILITY INSURANCE POLICY EXHIBIT E - WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US j - GENERAL TERMS AND CONDITIONS 1. GENERAL INFORMATION These specifications constitute the complete set of specification requirements and bid forms. The bid proposal page(s), and all forms listed on the bid proposal page(s) shall be completed, signed, and sealed in an envelope bearing the bid number on the outside and mailed or presented to the Purchasing and Contracts Division on or before the specified time and date. Failure to comply with the preceding requirements shall result In the rejection of the bid. Bids submitted by a -mall, telephone, fax, or telegram shall not be accepted. An e- mailed or a faxed bld shall be rejected as non - responsive regardless of where it is received. It is the sole responsibility of the Bidder to ensure that their bid reaches the Purchasing and Contracts Division. All bids, unless otherwise specified, must be delivered to the following address no later than the time and date specified in the solicitation: Purchasing and Contracts Division Internal Operations Centre II 400 E. South Street, 2nd Floor Orlando, FL 32801 Bidders are cautioned that they are responsible for delivery to the specific location cited above. Therefore, if your bid is delivered by an express mail carrier or by any other means, it is your responsibility to ensure delivery to the above address. This office will not be responsible for deliveries made to any place other than the specified address. The County shall not be responsible for delays caused by any occurrence. The time /date stamp clock located in the Purchasing and Contracts Division shall serve as the official authority to determine lateness of any bid. The bld time shall be scrupulously observed. Under no circumstances shall bids delivered after the time specified be considered. Late bids will be returned to the Bidder unopened. The decision to refuse to consider a bid or proposal that was received beyond the date /time established in the solicitation shall not be the basis for a protest pursuant to the Orange County Code (Procurement Ordinance). All bids must be typewritten or filled in with pen and ink, and must be signed in ink by an officer or employee having authority to bind the company or firm. Errors, corrections, or changes on any document must be initialed by the signatory of the bid. Bidders shall not be allowed to modify their bids after the opening time and date. Bid files may be examined during normal working hours, (30) days after bid opening or upon recommendation for award, whichever occurs first. Bidders desiring to view these documents are urged to schedule an appointment. Page 2 For information conceming this bid, please contact the Purchasing and Contracts Division at the address listed above or by calling (407) 836 -5635. Please specify the bid number for which you are inquiring. 2. PRICE /DELIVERY Price(s) quoted must be the price(s) for new merchandise unless otherwise specified. Any bids containing modifying or "escalator' clauses will not be considered unless specifically requested in the bid specifications. "Acceptance" as herein used means the acceptance by Orange County after the, Purchasing and Contracts Division Manager, or authorized agent has, by inspection or test of such items, determined that they fully comply with specifications. Deliveries resulting from this bid are to be made during the normal working hours of the County. Time is of the essence and the Contractor's delivery date must be specified and adhered to. Should the Contractor, to whom the order or contract is awarded, fail to deliver on or before the stated date, the County reserves the right to CANCEL the order or contract and make the purchase elsewhere, and the Contractor will be required to compensate the County for the difference in price paid for the alternate product. The Contractor shall be responsible for making any and all claims against carriers for missing or damage items. Partial shipments will be acceptable unless otherwise stated. 3. FEDERAL AND STATE TAX The County is exempt from Federal and State Sales and Use Taxes for tangible -- personal property (Certificate of Registry for tax transactions under Chapter 32, Internal Revenue Code and Florida Sales /Use Tax Exemption Certificate). The Purchasing and Contracts Division Manager will sign an exemption certificate submitted by the Contractor. Contractors doing business with the County shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations with the County, nor shall any Contractor be authorized to use the County's Tax Exemption Number in securing such materials. 4. ACCEPTANCE /REJECTION /CANCELLATION The County reserves the right to accept or to reject any or all bids and to make the award to that bidder who, in the opinion of the County, will be in the best interest of and/or the most advantageous to the County. The County also reserves the right to reject the bid of any bidder who has previously failed in the proper performance of an award or to deliver on time contracts of a similar nature or who, in the County's opinion, is not in a position to perform properly under this award. The County reserves the right to inspect all facilities of bidders in order to make a determination as to the foregoing. The County reserves the right to waive any irregularities and technicalities and may, at its discretion, request a re- bid. Award will be made to the lowest responsive and responsible bidder as determined by the County. Page 3 The County reserves the right, and the Purchasing and Contracts Division Manager, has absolute and sole discretion, to cancel a solicitation at any time prior to approval of the award by the Board of County Commissioners when such approval is required. The decision to cancel a solicitation cannot be the basis for a protest pursuant to the Orange County Code. 5. NO BID Where more than one item is listed, any items not bid upon shall be indicated as 'NO BID ". 6. CONFLICT OF INTEREST The award is subject to provisions of applicable State Statutes and County Ordinances. All bidders must disclose with their bid the name of any officer, director, or agent who is also an employee of Orange County. Further, all bidders must disclose the name of any County employee who owns, directly or indirectly, an interest of ten percent (10 %) or more in the Bidder's firm or any of its branches. Should the Contractor permanently or temporarily hire any County employee who is, or has been, directly involved with the Contractor prior to or during performance of the resulting contract, the contract shall be subject to immediate termination by the County. 7. LEGAL REQUIREMENTS All applicable Federal and State laws, Municipal and County ordinances, that in any manner affect the items covered herein apply. Lack of knowledge by the Bidder shall in no way be a cause for relief from responsibility. A. Contractors doing business with the County are prohibited from discriminating against any employees, applicant, or client because of race, religion, color, disability, national origin, gender, or age with regard to but not limited to the following: employment practices, rates of pay or other compensation methods, and training selection. B. Minority/Women Business Enterprises (MNVBE) indicates a business entity of which 51% or more is owned and operated by a minority. In this instance, minority group members are citizens of the United States or lawfully admitted permanent residents who are Black, Hispanic, Women, Native American, Asian - Pacific, Asian - Indian. Businesses wishing to participate in the County procurement process as an MNVBE are required to complete a certification application to attain recognition as such. You may contact the Purchasing and Contracts Division or the Business Development Division for information and assistance. 8. UNIFORM COMMERCIAL CODE The Uniform Commercial Code (Florida Statutes, Chapter 672) shall prevail as the basis for contractual obligations between the Contractor and the County for any terms and conditions not specifically stated in this Invitation for Bid. Page 4 9. MISTAKES In the event of extension error(s), the unit price will prevail and the Bidder's total offer will be corrected accordingly. In the event of addition errors, the extended totals will prevail and the Bidder's total will be corrected accordingly. Bidders must check their bid where applicable. Failure to do so will be at the Bidders risk. Bids having erasures or corrections must be initialed in ink by the Bidder. 10. AVAILABILITY OF FUNDS The obligations of the County under this award are subject to the availability of funds lawfully appropriated for its purpose by the State of Florida and the Orange County Board of County Commissioners, or other specified funding source for this procurement. 11. EEO STATEMENT It is hereby declared that equal opportunity and nondiscrimination shall be the County's policy intended to assure equal opportunities to every person, regardless of race, religion, sex, sexual orientation and gender expression /identity, color, age, disability or national origin, in securing or holding employment in a field of work or labor for which the person is qualified, as provided by Section 17 -314 of the Orange County Code and the County Administrative Regulations. Further, the Contractor shall abide by the following provisions: A. The Contractor shall represent that the Contractor has adopted and ---- maintains a policy of nondiscrimination as defined by applicable County ordinance throughout the term of this contract. B. The Contractor shall allow reasonable access to all business and employment records for the purpose of ascertaining compliance with the non - discrimination provision of the contract. The provisions of the prime contract shall be incorporate by the Contractor into the contracts of any applicable subcontractors. 12. BID TABULATION AND RESULTS Bid tabulations shall be available ten (10) days after opening on the Orange County website at: http: // apps. ocfl. neUorangebids /bidresults /results.asp 13. BID FORMS All bids must be submitted on the County's standard Bid Response Form. Bids on Bidder's quotation forms shall not be accepted. Page 5 14. FLORIDA PREFERENCE In the event this Invitation for Bids is to acquire personal property and the lowest responsive and responsible bid submitted in response to this Invitation for Bids, is by a bidder whose principal place of business is in a state other than Florida and such state or political subdivision thereof grants a preference for the purchase of personal property to a person whose principal place of business is in said state, then Orange County Florida may award a preference to the lowest responsive and responsible bidder having a principal place of business within the State of Florida. Such preference shall be equal to the preference granted by the state in which the lowest responsive and responsible bidder has its principal place of business. This section shall not apply to transportation projects in which Federal aid funds are used. Any bidder whose principal place of business is outside the State of Florida must accompany any written bid documents with a written opinion of an attomey at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that state to its own business entities whose principal places of business are in that foreign state in the letting of any or all public contracts. Reference Florida Statutes 287.084. 15. RECIPROCAL IN -STATE PREFERENCE in the event the lowest responsive and responsible bid submitted in response to any Invitation for Bids is by a bidder whose principal place of business is in a county other than Orange County, and such county grants a bid preference for purchases to a bidder whose principal place of business is in such a county, then Orange County may award a preference to the next lowest responsive and responsible bidder having a principal place of business within Orange County Florida. Such preference shall be equal to the preference granted by the county in which the lowest responsive and responsible bidder has its principal place of business. 16. POSTING OF RECOMMENDED AWARD AND PROTESTS The recommended award will be posted for review by interested parties at the Purchasing and Contracts Division and at: • http : / /apps.ocfl. net/ OrangeBids /AwardsRec /default.asp prior to submission through the appropriate approval process and will remain posted for a period of five (5) full business days. • Orange County Lobbyist Regulations General Information http: / /www.orangecountyfl. netl OpenGovernmentlLobbinciAtOrangeC ounty.aspx A lobbying blackout period shall commence upon issuance of the solicitation until the Board selects the Contractor. For procurements that do not require Board approval, the blackout period commences upon solicitation issuance and concludes upon contract award. Page 6 The Board of County Commissioners may void any contract where the County Mayor, one or more County Commissioners, or a County staff person has been lobbied in violation of the black -out period restrictions of Ordinance No. 2002 -15. • Orange County Protest Procedures http:// www. orangecountyfl. netNendorServicesNendorProtestProced ures.aspx Failure to file a protest with the Purchasing and Contracts Manager by 5:00 PM on the fifth full business day, after posting, shall constitute a waiver of bid protest proceedings. 17. BED AND RELATED COSTS By submission of a bid, the Bidder agrees that any and all costs associated with the preparation of the bid will be the sole responsibility of the Bidder. The Bidder also agrees that the County shall bear no responsibility for any costs associated with the preparation of the bid including but not limited to any administrative or judicial proceedings resulting from the solicitation process. 18. CONTRACTUAL AGREEMENT This Invitation for Bids shall be included and incorporated in the final contract or purchase order. The order of contract precedence will be the contract (purchase order), bid document, and response. Any and all legal actions associated with this Invitation for Bids and /or the resultant contract (purchase order) shall be governed by the laws of the State of Florida. Venue for any litigation involving this contract shall be the Ninth Circuit Court in and for Orange County, Florida. 19. PUBLIC ENTITY CRIME Section 287.133(3)(d), Florida Statutes, provides that the Florida Department of Management Services shall maintain a list of the names and addresses of those who have been disqualified f participating in the public contracting process under this section. http: / /www.dms.myflorida.com /business operations /state purchasinq /ven dor information /convicted suspended discriminatory complaints vendor lists /convicted vendor list A person o affiliate who has been placed on The Convicted Vendor list following a conviction for a public entity crime shall not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, shall not submit bids on leases of real property to a public entity, shall not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and shall not transact business with any public entity in excess of the threshold amount provided in Florida Statute Section 287.017, for CATEGORY TWO for a period of thirty -six (36) months from the date of being placed on The Convicted Vendor List. Page 7 20. DRUG -FREE WORKPLACE FORM The Drug -Free Workplace Form, attached hereto, shall be submitted prior to award of the bid. Failure to submit this form prior to award of the bid shall result in rejection /disqualification of your bid. Failure to certify the firm has a drug -free workplace in accordance with Florida Statute 287.087 shall result in rejection /disqualification of your bid. 21. SUBCONTRACTING Bidders subcontracting any portion of the work shall state name and address of subcontractor and the name of the person to be contacted on the attached "Schedule of Subcontractors Form ". 22. CONFLICT OF INTEREST FORM Bidder shall complete the Conflict of Interest Form attached hereto and submit it with their bid. 23. ETHICS COMPLIANCE The following forms are included in this solicitation and shall be completed and submitted as indicated below: A, Orange County Specific Project Expenditure Report -The purpose of this form is to document any expenses incurred by a lobbyist for the purposes described in Section 2 -351, Orange County Code. This form shall be completed and submitted with all bid responses to an Orange County solicitation. Any questions concerning this form shall be addressed to the purchasing agent or contract administrator identified in the applicable solicitation. B. Relationship Disclosure Form — The purpose of this form is to document any relationships between a bidder, proposer or responder to an Orange County solicitation and the Mayor or any other member of the Orange County Board of County Commissioners. This form shall be completed and submitted with the applicable bid, proposal, or response to an Orange County solicitation. No contract award shall be made unless these forms have been completed and submitted with the bid. Any questions concerning these forms shall be addressed to the purchasing agent or contract administrator identified in this solicitation. Also, a listing of the most frequently asked questions concerning these forms is attached to each for your information. 24. SUBMISSION OF BID The bid must be mailed or hand delivered in a sealed envelope to: Page 8 ORANGE COUNTY PURCHASING & CONTRACTS DIVISION Internal Operations Centre II 400 E. South Street, 2nd Floor Orlando, Florida 32801 Bidders must Indicate on the sealed envelope the following: A. Invitation for Bids Number B. Hour and Date of Opening C. Name of Bidder Bids received after the time, date, and /or at the location specified. due to failure to identify the envelope with the above information shall be rejected. 25. COPIES Copies of documents, records materials, and /or repr requests will be charged in accordance with Orange County's fee schedule. Copyrighted materials may be inspected, but cannot be copied or reproduced per Federal law. 26. PROPRIETARY /RESTRICTIVE SPECIFICATIONS Prospective bidde who feel the specifications contained herein are proprietary or restrictive in nature, thus potentially resulting in reduced competition, must contact the Purchasing and Contracts Division upon receipt of this Invitation for Bids prior to bid opening. Specifications which are unrelated to performance will be considered for deletion via addendum to this Invitation for Bids. 27. VENDOR ASSISTANCE WITH SPECIFICATIONS Any prospective bidder who assisted the County in developing or writing the specifications contained herein are requested to so note such on the bid proposal page of their bid response. 28. PAYMENT TERMS /DISCOUNTS The County's payment terms are in accordance with Florida Statute 218, Florida Prompt Payment Act. Cash discounts for prompt payment shall not be considered in determining the lowest net cost for bid evaluation purposes. 29. PATENTS AND ROYALTIES, Unless otherwise provided, the Contractor shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of the contract resulting from this Invitation for Bids. The Contractor, without exception, shall indemnify and save harmless the County and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by the Contractor. In the Page 9 event of any claim against the County of copyright or patent infringement, the County shall promptly provide written notification to the Contractor. If such a claim is made, the Contractor shall use its best efforts to promptly purchase for the County any infringing products or services or procure a license, at no cost to the County, which will allow continued use of the service or product. If none of the alternatives are reasonably available, the County agrees to return the article on request to the Contractor and receive reimbursement, if any, as may be determined by a court of competent jurisdiction. 30. INDEMNIFICATION To the fullest extent permitted by law, the Contractor shall defend, indemnify, and hold harmless the County, its officials, agents, and employees from and against any and all claims, suits, judgments, demands, liabilities, damages, cost and expenses including attorney's fees of any kind or nature whatsoever arising directly or indirectly out of or caused in whole or in part by any act or omission of the Contractor or its subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts any of them may be liable; excepting those acts or omissions arising out of the sole negligence of the County. 31. CLARIFICATIONS It is the Bidder's responsibility to become familiar with and fully informed regarding the terms, conditions and specifications of this Invitation for Bids. Lack of understanding and /or misinterpretation of any portions of this Invitation for Bids shall not be cause for withdrawal of your bid after opening or for subsequent protest of award. Bidder's must contact the Purchasing and Contracts Division, at the phone number on the bid cover sheet prior to bid opening, should clarification be required. Modification or alteration of the documents contained in the solicitation or contract shall only be valid if mutually agreed to in writing by the Bidder and the County. 32. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION By submission of this bid, the Bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, that in connection with this procurement! A. The prices in this bid have been arrived at independently, without consultation, collusion, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor. B. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor; and, Page 10 C. No attempt has been made or shall be made by the Bidder to induce any other person or bidder to submit or not to submit a bid for the purpose of restricting competition. 33. SUCCESSORS AND ASSIGNS The County and the Contractor each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the County nor the Contractor shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any persona( liability on the part of any officer or agent of the County which may be a party hereto, nor shall it be constr as giving any rights or benefits hereunder to anyone other than the County and the Contractor. 34. PRICING /AUDIT The Contractor shall establish and maintain a reasonable accounting system, which enables ready identification of Contractor's cost of goods and use of funds. such accounting system shall also include adequate records and documents to justify all prices for all items invoiced as well as all charges, expenses and costs incurred in providing the goods for at least five (5) years after completion of this contract. The County or its designee shall have access to such books, records, subcontract(s), financial operations, and documents of the Contractor or its subcontractors, as required to comply with this section for the purpose of inspection or audit anytime during normal business hours at the Contractor's place of business. This right to audit shall include the Contractor's subcontractors used to procure goods or services under the contract with the County. Contractor shall ensure the County has these same rights with subcontractors and suppliers. 35. EMPLOYEES OF THE CONTRACTOR Ali work under this contract shall be performed in a professional and skillful Tanner, contact any employee the County writing, deems incompetent, careless, from or tht Y otherwise objectionable. 36. TOBACCO FREE CAMPUS All Orange County operations under the Board of County Commissioners shall be tobacco free. This policy shall apply to parking lots, parks, break areas and worksites. It is also applicable to Contractors and their personnel during contract performance on County owned property. Tobacco is defined as tobacco products including, but not limited to, cigars, cigarettes, pipes, chewing tobacco and snuff. Failure to abide es and /o�c act enforcement remedies. under Chapter 386, Florida Statutes 11 37. CONTRACT CLAIMS "Claim" as used in this provision means a written demand or written assertion by one of the contracting parties seeking as a matter of right, the payment of a certain sum of money, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. Claims made by a Contractor against the County, relating to a particular contract shall be submitted to the Purchasing and Contracts Manager in writing clearly labeled "Contract Claim" requesting a final decision. The Contractor also shall provide with the claim a certification as follows: 1 certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the County is liable; and that l am duly authorized to certify the claim on behalf of the Contractor..' Failure to document a claim in this manner shall render the claim null and void. No claim shall be accepted after final payment of the contract. The decision of the Purchasing and Contracts Manager shall be issued in writing and shall be furnished to the Contractor. The decision shall state the reasons for the decision reached. The Purchasing and Contracts Division Manager shall render the final decision within sixty (60) days after receipt of Contractor's written request for a final decision. The Purchasing and Contracts Division Manager's decision shall be final and conclusive. The Contractor shall proceed diligently with performance of this contract pending final resolution of any request for relief, claim, appeal or action arising under the contract and shall comply with any final decision rendered by the Purchasing and Contracts Division Manager. 38. VERIFICATION OF EMPLOYMENT STATUS Prior to the employment of any person under this contract, the Contractor shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of (a) all persons employed during the contract term by the Contractor to perform employment duties within Florida and (b) all persons, including subcontractors, assigned by the Contractor to perform work pursuant to the contract with Orange County. For more information on this process, please refer to United States Citizenship and immigration Service site at: http://www.uscis.gov/portal/site/uscis. Only those employees determined eligible to work within the United States shall be employed under this contract. By submission of a bid in response to this solicitation, the Contractor affirms that all employees in the above categories shall undergo e- verification before placement on this contract. The Contractor shall commit to comply with this requirement by completing the E- Verification certification, attached to this solicitation. Page 12 SPECIAL TERMS AND CONDITIONS 1. QUALIFICATION OF BIDDERS This bid shall be awarded to a responsible, responsive bidder, qualified by experience to provide the work specified. The Bidder shall submit the following information with the bid: A. List a brief description of similar work satisfactorily completed with location, dates of contract, names, addresses and telephone numbers of owners by completing the attached reference sheets. B. List of personnel who will be responsible for servicing the Orange County account to include telephone numbers, e -mail addresses and cell telephone numbers. C. Bidders, other than manufacturers, shall be factory authorized distributors and/or repair facilities and submit a letter from the manufacturer being bid stating same. Failure to submit the above requested information may be cause for rejection of your bid. 2. MANUFACTURERS The manufacturers listed in this bid are the only manufacturers that will be considered. Do not offer alternate manufacturers as they will not be considered for contract award. 3. LICENSES AND PERMITS Prior to furnishing the requested product(s) or service(s), it shall be the responsibility of the Contractor to obtain, at no additional cost to Orange County, any and all licenses and permits required to complete this contractual service. These licenses and permits shall be readily available for review by the Purchasing and Contracts Division Manager or authorized designee. 4. BID ACCEPTANCE PERIOD A bid shall constitute an irrevocable offer for a period of ninety (90) days from the bid opening date or until the date of award, whichever is earlier. In the event that an award is not made by the County within ninety (90) days from the bid opening date, the Bidder may withdraw his bid or provide a written extension of his bid. 5. AWARD Award shall be made on a lot -by -lot basis. Award shall be made to the responsive and responsible bidder who submits the highest discount from the manufacturer's most recent published price list, as submitted with the bid, for each lot. Page 13 6. F.O.B. POINT The F.O.B. point shall be a destination within Orange County. The bid shall include all costs of packaging, transporting, delivery and unloading. This shall include inside delivery if requested to the designated point within Orange County. 7. DELIVERY Delivery time is of the essence in the award of this Invitation for Bids. The delivery requirements for each manufacturer (lot) are indicated on the Bid Proposal Form. Bids submitted which fail to meet these requirements shall be cause for rejection. it is hereby understood and mutually agreed to by and between parties hereto that the time of delivery is an essential condition of this contract. 8. TERMINATION A. Termination for Default: The County may, by written notice to the Contractor terminate this contract for default in whole or in part (delivery orders, if applicable) if the Contractor fails to: 1. Provide products or services that comply with the specifications herein or fails to meet the County's performance standards 2. Deliver the supplies or to perform the services within the time specified in this contract or any extension. 3. Make progress so as to endanger performance of this contract 4. Perform any of the other provisions of this contract. Prior to termination for default, the County shall provide adequate written notice to the Contractor through the Purchasing and Contracts Division Manager, affording him /her the opportunity to cure the deficiencies or to submit a specific plan to resolve the deficiencies within ten (10) days (or the period specified in the notice) after receipt of the notice. Failure to adequately cure the deficiency shall result in termination action. Such termination may also result in suspension or debarment of the Contractor in accordance with the County's Procurement Ordinance. The Contractor and its sureties (if any) shall be liable for any damage to the County resulting from the Contractor's default of the contract. This liability includes any increased costs incurred by the County in completing contract performance. In the event of termination by the County for any cause, the Contractor shall have, in no event, any claim against the County for lost profits or compensation for lost opportunities. After a receipt of a Termination Page 14 Notice and except as otherwise directed by the County the Contractor shall: 1. Stop work on the date and to the extent specified. 2. Terminate and settle all orders and subcontracts relating to the performance of the terminated work 3. Transfer all work in process, completed work, and other materials related to the terminated work as directed by the County. 4. Continue and complete all parts of that work that have not been terminated. if the Contractor's failure to perform the contract arises from causes beyond the control and without the fault or negligence of the Contractor the contract shall not be terminated for default. Examples of such causes include (1) acts of God or the public enemy, (2) acts of a government in its sovereign capacity, (3) fires, (4) floods, (5) epidemics, (6) strikes and (7) unusually severe weather. B. Termination for Convenience: The County, by written notice, may terminate this contract, in whole or in part, when it is in the County's interest. If this contract is terminated, the County shall be liable only for goods or services delivered and accepted. The County Notice of Termination shall provide the Contractor thirty (30) days prior notice before it becomes effective. A termination for convenience may apply to individual delivery orders, purchase orders or to the contract in its entirety. 9. COMPLIANCE WITH OCCUPATIONAL SAFETY AND HEALTH Bidder certifies that all material, equipment, etc., contained in their bid meets all OSHA requirements. Bidder further certifies that if they are the awarded Contractor, and the material, equipment, etc., delivered is subsequently found to be deficient in any OSHA requirements in effect on date of delivery, all costs necessary to bring the material, equipment, etc., into compliance with the aforementioned requirements shall be borne by the Contractor. 10. PAYMENT Partial payments in the full amount for the value of items received and accepted may be requested by the submission of a properly executed invoice, with supporting documents if required. Payment shall be made in accordance with Florida Statute 218, Florida Prompt Payment Act. Payment for accepted equipment/supplies /services shall be accomplished by submission of an invoice, in duplicate, to: Page 15 Orange County Fire Rescue Department Financial Services Division P.O. Box 8579 Winter Park, Florida 32793 Phone (407) 836 -9871 In the event additional County Departments or other public entities utilize this contract, invoices are to be sent directly to the Department or entity placing the order. 11. EQUIPMENT /SERVICE A. The scope of these specifications is to insure the delivery of a complete unit ready for operation. Omission of any essential detail from these specifications does not relieve the Contractor from furnishing a complete unit. B. AU equipment shall be new, or current manufacture in production at the time of bid opening and carry standard warranties, The Contractor shall service all equipment prior to delivery. C. Bid proposals shall be considered only on equipment which can, on short notice, be serviced and maintained by the Contractor. At the time of bid opening, the Bidder shall be an authorized dealer, distributor, and /or representative of the manufacturer for the brand /model being bid. For the purposes of this bid solicitation, dealer, distributor, and /or representative means a firm or person that owns, operates, or maintains a store, warehouse, or other establishment in which materials, supplies, parts, articles, or equipment of the general character described in the specifications are bought, kept in stock and sold commercially or to the general public in the usual course of business. The Bidder shall maintain a normal supply of repair parts and be equipped with personnel and facilities to provide such service as necessary to keep the equipment in operation with a minimum of delay. Failure to meet these requirements, in the County's sole opinion, may be cause for rejection. D. Bidder shall indicate the nearest available location for replacement parts, how long parts shall be available on the market and the number of days to receive parts after receipt of order. The space for this information is included on the Bid Proposal Page. 12. WARRANTY The Contractor shall fully warrant all equipment furnished hereunder against defect in materials and /or workmanship for a period of one (1) year from date of delivery /acceptance by Orange County. Should any defect in materials or workmanship, except ordinary wear and tear, appear during the above stated warranty period, the Contractor shall repair or replace same at no cost to the County, immediately upon written notice from the County's authorized Page 16 representative. The Contractor shall be responsible for either repairing the equipment on site or transporting the equipment to his /her repair facility at no cost to the County. All warranty provisions of the Uniform Commercial Co e d shall additionally apply. 13. MANUALS The following manuals, in the quantities indicated, shall be delivered with each piece of equipment. The cost of these manuals shall be included in the unit price. Operation Manual 2 copies Parts Manual 2 copies Repair Manual 2 copies 14. CONTRACT TERM /RENEWAL A. The contract resulting from this Invitation for Bids shall commence effective upon issuance of a term contract by the County and extend for a period of three (3) years. The contract may be renewed for two (2) additional one (1) year periods, upon mutual agreement of both parties. If any such renewal results in changes in the terms and conditions, such changes shall be reduced to writing as an amendment to this contract and such amendment shall be executed by both parties. Renewal of the contract shall be subject to appropriation of funds by the Board of County Commissioners. — B. The initiating County department(s) shall issue delivery orders against the term contract on an "as needed" basis. C. If the quantity of a unit priced item in this contract is an estimated quantity and the actual quantities ordered are more than 50% above the estimated quantity, the County shall enter into negotiations with the Contractor for a lower unit price which shall be incorporated into the contract. Failure of the Contractor to agree to a reduced unit price may result in the termination of the contract and re- solicitation of the requirement. D. Any order issued during the effective period of this contract, but not completed within that period, shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and the County's rights and obligations with respect to that order to the extent as if the order were completed during the contract performance period. 15. PRICE LISTS The price of all items on this bid, except labor, will be based upon the discount from a price list(s). Bidders must submit one hard copy price list and the same Page 17 price list on a 3.5" diskette, or CD, if available as a Word or Excel for Windows file, with their bid. 16. USE OF CONTRACT BY OTHER GOVERNMENT AGENCIES At the option of the Contractor, the use of the contract resulting from this solicitation may be extended to other governmental agencies, including the State of Florida, its agencies, political subdivisions, counties, and cities. Each governmental agency allowed by the Contractor to use this contract shall do so independent of any other governmental entity. Each agency shall be responsible for its own purchases and shall be liable only for goods or services ordered, received and accepted. No agency receives any liability by virtue of this bid and subsequent contract award. 17. BID PREFERENCE The Orange County M/WBE Ordinance sets minimum annual contract dollar participation goals for minority /women business enterprise firms as follows: Goods — 10% and Services — 24 %. As part of this program, Contractors are required to complete the attached Schedule of Subcontracting Form listing ALL Subcontractors (majority, women and minority) their firm shall utilize in fulfillment of the requirements of this solicitation. Also, in accordance with the County M/WBE Ordinance, award of this Invitation for Bids may be made to the lowest responsive and responsible certified Minority/Women Business Enterprise Bidder as long as that bid does not exceed the percentages listed below: 8 °0 on bid awards u• to 100 000. 7% on bid awards from 100 000 to $500,000; 6°I° on bid awards from $500,000.01 to $750,000.00; 5% on bid award from $750,000.01 to $2,000000; 4% on bid awards from $2,000,000.01 to $5,000,000; or 3% on bid awards overJ5 18. CONDITIONS FOR EMERGENCY /HURRICANE OR DISASTER - TERM CONTRACTS It is hereby made a part of this Invitation for Bids that before, during and after a public emergency, disaster, hurricane, flood, or other acts of God that Orange County shall require a "first priority" basis for goods and services. It is vital and imperative that the majority of citizens are protected from any emergency situation which threatens public health and safety, as determined by the County. Contractor agrees to rent/sell/lease all goods and services to the County or other governmental entities as opposed to a private citizen, on a first priority basis. The County expects to pay contractual prices for all products or services required during an emergency situation. Contractor shall furnish a twenty -four (24) hour phone number in the event of such an emergency. Page 18 19. REFERENCES A contact person shall be someone who has personal knowledge of the Bidder's performance for the specific requirement listed. Contact person shall have been informed that they are being used as a reference and that the County may be calling them. More than one person can be listed but all shall have knowledge of the project. , The reference shall be the owner or a representative of the owner. Contractors who provided services under the referenced project (contract) shall not be accepted as references. DO NOT list principals or officers who shall not be able to answer specific questions regarding the project. Failure of references listed to respond to the County's inquiries may negatively impact the responsibility of the Bidder. 20. Inquiries regarding this Invitation for bids may be directed to Jim Schell, Senior Purchasing Agent, at telephone number (407) 836 - 5410. 21. REQUIREMENTS CONTRACT This is a Requirements Contract and the County's intent is to order from the Contractor all of the goods or services specified in the contract's price schedule that are required to be purchased by the County. If the County urgently requires delivery of goods or services before the earliest date that delivery may be required under this contract, and if the contractor will not accept an order providing for accelerated delivery, the County may acquire the goods or services from another source. The County's requirements in this contract are estimated and there is no commitment by the County to order any specified amount. Also, if the estimated quantities are not achieved, this shall not be the basis for an equitable adjustment. Moreover, if the Manager of Purchasing and Contracts determines that the Contractor's performance is less than satisfactory, the County may order the goods or services from other sources until the deficient performance has been cured or the contract terminated. Page 19