07621 Exhibit D - Statewide Contract Template.pdf

STATEWIDE CONTRACT

NO. 07621

A WASHINGTON STATE LEAD WASHINGTON & OREGON COOPERATIVE PROCUREMENT SOLUTION

ADA COMPLIANT VANS, MINIVANS, & SPECIALTY VEHICLES (I.E., ADA WALK-IN STEP VANS)

CATEGORY(IES)

SUBCATEGORY(IES)

For Use by Eligible Purchasers

By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

and

Dated _____________________, 2023

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 1 (Rev. 2022-08-02)

STATEWIDE CONTRACT

NO. 07621

ADA COMPLIANT VANS, MINIVANS, & SPECIALTY VEHICLES

CATEGORY(IES):

SUBCATEGORY(IES)

This Washington Statewide Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and ____________________, a ________________ (“Contractor”) and is dated and effective as of _______________ __, 2023.

R E C I T A L S

A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish enterprise procurement solutions, including statewide contracts for goods and/or services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized Enterprise Services to make these contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agencies or entities, public benefit nonprofit organizations, and any tribes located in the State of Washington. See RCW 39.26.050(1) & (2). B.

B. Washington state agencies and other eligible purchasers, as part of their operational responsibilities, need to procure ADA compliant vans, minivans, and specialty vehicles (collectively, ADA Walk-In Step Vans). Accordingly, to provide a cost-effective and efficient competitive procurement solution for Washington state agencies and other eligible purchasers to purchase desired ADA Walk-In Step Vans, Enterprise Services, on behalf of the State of Washington, as part of a competitive governmental procurement, issued Competitive Solicitation No. 07621 dated ________. The Competitive Solicitation was structured to meet purchaser needs and included the opportunity to compete for Contracts, by category and subcategory of ADA Walk-In Step Vans. The Competitive Solicitation was designed to result in multiple Contract awards, by specified subcategories. In addition, Enterprise Services structured the Competitive Solicitation to reduce state contracting barriers and encourage participation by Washington Small Businesses and Certified Veteran-Owned Businesses. Accordingly, for each Contract subcategory in which a firm qualified as either a Washington Small Business or a Certified Veteran-Owned Business was not awarded a Contract, Enterprise Services reserved up to one (1) Contract award for a responsive, responsible business that qualified as either a Washington Small Business or a Certified Veteran-Owned Business

C. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder for the above referenced subcategory(ies).

D. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.

E. The purpose of this Contract is to enable eligible purchasers to purchase ADA Walk-In Step Vans as set forth herein.

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 2

A G R E E M E N T

NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. TERM. The term of this Statewide Contract is thirty six (36) months, commencing _____________, 2023 and ending _____________, 2026; Provided, however, that if Contractor is not in default and if, by __________, 2025, in Enterprise Services’ reasonable judgment, Contractor satisfactorily has met the performance-based goals for contract extension, Enterprise Services shall extend the term of this Contract, by written amendment, for up to twenty-four (24) additional months. Such extension amendment shall be on the same terms and conditions as set forth in this Contract. To earn the performance-based Contract term extension, Contractor must achieve the following performance-based metrics:

PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION

Annual Contract Sales Report:

Timely provide to Enterprise Services at the designated address, annual reports required by this contract at no less than 80% on time rate over the contract term. See § 13.3 Annual Contract Sales Report.

Contractor Representations and Warranties

Maintain 100% compliance with all representations and warranties as listed in § 4 of this Contract.

Insurance Endorsements:

Timely provide to Enterprise Services at the designated address, without exception, annual insurance endorsements for the insurance coverages required by this Contract. See Exhibit C – Insurance Requirements at § 4.

Vendor Management Fee:

Timely remit to Enterprise Service, with no less than a 75% on time rate, the applicable Vendor Management Fee (VMF).

Note: Contractor must pay the VMF within thirty (30) calendar days of invoice from Enterprise Services. If Contractor is delinquent in timely paying the VMF for three

(3) or more quarters within the first nine (9) quarters of the Contract term, Contractor will not be eligible for a performance-based extension.

Contract Sales Reports:

Timely provide to Enterprise Services, with no less than a 75% on time rate, the required Contract quarterly sales reports.

Note: Contractor must provide the quarterly sales reports to Enterprise Services within thirty (30) calendar days of the quarter’s end. If Contractor is delinquent in providing the quarterly sales reports for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor will not be eligible for a performance-based extension.

2. ELIGIBLE PURCHASERS. This Contract may be utilized by any of the following types of entities (each an eligible “Purchaser”):

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 3

2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions.

2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following institutions of higher education in Washington:

▪ State universities – i.e., University of Washington & Washington State University;

▪ Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University

▪ Evergreen State College;

▪ Community colleges; and

▪ Technical colleges.

2.3. CONTRACT USAGE AGREEMENT PARTIES. Any of the following types of entities that have executed a Contract Usage Agreement with Enterprise Services:

▪ Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington;

▪ Federal governmental agencies or entities;

▪ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and

▪ Federally-recognized Indian Tribes located in the State of Washington.

2.4. ORCPP MEMBERS. Oregon Cooperative Purchasing Program (ORCPP) Members, which include the following Oregon entities:

▪ Cities, counties, school districts, and special districts;

▪ Qualified rehabilitation facilities and residential programs in contract with the Oregon Department of Human Services;

▪ Quasi-state agencies and independent state agencies with their own procurement authority;

▪ Public bodies created as governmental entities but not considered a unit of local or municipal government;

▪ Oregon constitutional offices;

▪ Specified Public Benefit Nonprofit Corporations; and

▪ American Indian tribes or agencies.

ORCPP Members do not include Oregon state agencies subject to the Oregon Department of Administrative Services’ procurement authority.

3. SCOPE – INCLUDED GOODS/SERVICES AND PRICE.

3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only those Goods and/or Services set forth in Exhibit A – Included Goods/Services for the prices set forth in Exhibit B – Prices. Contractor shall not represent to any Purchaser under this Contract that Contractor has contractual authority to sell or provide any Goods and/or Services beyond those set forth in Exhibit A – Included Goods/Services.

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 4

(a) Goods. For purposes of this Contract, “Goods” means all equipment, materials, supplies, ancillary parts, accessories, components and other items purchased by Purchaser pursuant to this Contract and as identified in the Purchase Order.

(b) Services. For purposes of this Contract, “Services” means all services of any nature ordered by Purchaser pursuant to this Contract and as identified in the Purchase Order.

(c) Specifications. Where applicable, specifications for Goods and/or Services are detailed in this Contract and the Purchase Order. Unless otherwise specified in the Purchase Order, all Goods and/or Services provided shall be new and unused of the latest model or design.

3.2. STATE’S ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the Goods and/or Services included in this Contract; Provided, however, that any such modification shall be effective only upon thirty (30) calendar days advance written notice; and Provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract.

3.3. MODELS/PRODUCT ADDITIONS AND DELETIONS. Contractor may add new Models/Products and delete old Products from the Price list to implement new vehicle solutions by sending an updated Price list to the Statewide Contract Administrator for review/approval. New Products added to the Statewide Contract must be commercially available at the time they are added to the Statewide Contract and fall within the original scope and intent of the Statewide Contract. Contractor may delete Products no longer available on the Contractor's commercial price list and not in use by any Purchaser from the Statewide Contract.

3.4. PRICE ADJUSTMENT. The total vehicle cost for all Purchaser orders must include the “percentage discount off total vehicle cost” (per subcategory) included in Exhibit B – Prices for Goods/Services. The percentage discount off total vehicle cost (per subcategory) must remain firm and fixed throughout the Contract’s term. Contractor may request updates to the Pricelist in Exhibit E(s) quarterly. Enterprise Services will evaluate contractors pricing annually and compare it to the current period of the United States Department of Labor, Bureau of Labor and Statistics (BLS) Produce Price Index (PPI) commodity group (WPU141105). If % change in Pricelist pricing is higher than % change in Current Period Index of the PPI, DES may request Contractor to adjust Pricelist prices to match % changes of the current period index for the PPI. Price increases are to be on a pass-through basis only and must not produce a higher profit margin for Contractor than that established by the original Contract pricing.

Contractor may not make Contract extensions contingent on price adjustments. Pricelist updates will be implemented through a Contract amendment.

3.5. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide the Goods/Services at no greater than the prices set forth in Exhibit B – Prices for Goods/Services (subject to economic adjustment as set forth herein).

3.6. CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible Purchasers information regarding this Contract, including scope, pricing, and lowest responsive, responsible bidder designation. In addition, Enterprise Services identifies awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned https://fred.stlouisfed.org/series/WPU141105 https://fred.stlouisfed.org/series/WPU141105

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 5

Businesses, or that, pursuant to the Contract provide Goods/Services that meet specified state procurement priorities as set forth in the Competitive Solicitation.

4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good standing; (b) qualified to do business in the State of Washington and the State of Oregon; and

(c) registered with the Washington State Department of Revenue and the Washington Secretary of State.

4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

4.4. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that neither Contractor nor its principals or affiliates presently are nor have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States.

4.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52.

4.6. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirements regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

4.7. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. [TBD] Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

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4.8. WASHINGTON SMALL BUSINESS. [TBD] Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Washington Small Business as defined and set forth in Contractor’s Bidder’s Certification.

4.9. CERTIFIED VETERAN-OWNED BUSINESS. [TBD] Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Certified Veteran- Owned Business as defined and set forth in Contractor’s Bidder’s Certification.

4.10. FEDERAL MOTOR VEHICLE SAFETY STANDARDS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor complies with all Federal Motor Vehicle Safety Standards (FMVSS) which are U.S. federal vehicle regulations specifying design, construction, performance, and durability requirements for motor vehicles and regulated automobile safety-related components, systems, and design features.

4.11. FEDERAL TRANSIT AUTHORITY (FTA) AND BUY AMERICA REQUIREMENTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor complies with FTA and Buy America requirements pertaining to sales to Purchasers who utilize FTA federal funds to make vehicle purchases off of this Contract.

4.12. ALTOONA TESTING CERTIFIED [TBD] (IF APPLICABLE). Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor complies with Altoona testing requirements for ADA Vans, Minivans and Specialty Vehicles requirements pertaining to sales to Purchasers who utilize FTA federal funds to make vehicle purchases off of this Contract.

4.13. VEHICLE RESELLER BUSINESS LICENSE IN WASHINGTON. Contractor represents and warrants that Contractor is licensed to resell Vehicles in in State of Washington and shall maintain this license for the duration of this Contract.

4.14. VEHICLE RESELLER BUSINESS LICENSE IN OREGON. Contractor represents and warrants that Contractor is licensed to resell vehicles in in State of Oregon and shall maintain this license for the duration of this Contract.

4.15. CONTRACT AUTOMOBILE REQUEST SYSTEM (CARS). Contractor represents and warrants that, during the term of this Contract, Contract shall list available ADA Walk-In Step Vans on Enterprise Services’ Contract Automobile Request System (CARS). Contractor further represents and warrants that, during the term of this Contract, Contractor shall ensure that eligible Purchasers utilize CARS to order ADA Walk-In Step Vans.

4.16. REGISTRATION WITH SYSTEM FOR AWARD MANAGEMENT. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor is registered with SAM.gov.

4.17. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any https://apps.des.wa.gov/CARS/ContractVehicleMenu.aspx?cb=5172022.1652822651738 https://apps.des.wa.gov/CARS/ContractVehicleMenu.aspx?cb=5172022.1652822651738 https://sam.gov/content/home

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 7 of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

4.18. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that Contractor complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Enterprise Services and Purchasers’ employees.

4.19. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that Contractor is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of Contractor’s information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.

4.20. WASHINGTON’S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is registered with Washington’s Statewide Payee Desk, which registration is a condition to payment.

4.21. CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that Contractor shall use commercially reasonable efforts both to promote and market the use of this Contract with eligible Purchasers and to ensure that those entities that utilize this Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor’s Goods and/or Services or suggesting that such Goods and/or Services are the best or only solution to their needs.

Accordingly, Contractor further represents and warrants that Contractor shall make no reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services.

4.22. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

4.23. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind affecting title to any Goods or Services that are the subject of this Contract.

4.24. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability to perform the Contract.

4.25. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract or a similar contract, is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60) calendar days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and such Purchasers; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Contract for the sixty (60) day period immediately before such transition.

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5. QUALITY; WARRANTY; REMEDIES.

5.1. SERVICE REPAIR FACILITIES: Contractor shall maintain at least one service/repair station within the State of Washington to perform repairs and adjustments throughout the Contract term.

Contractor promptly shall notify Enterprise Services in writing of any changes to Contractor’s Service & Repairs locations.

5.2. GOODS WARRANTY. Contractor warrants that, for a period of twelve (12) months from the date when the Goods are put into use, or eighteen (18) months after delivery of the Goods, or manufacturer warranty, whichever of the three is later (“Goods Warranty Period”), the Goods: (a) are free from defects in design, material, and workmanship; (b) are fit and safe for the intended purposes and appropriate for the specified application(s) (if any); (c) are consistent with recognized industry quality standards; (d) comply with the requirements, specifications, drawings, standards, and descriptions included in this Contract; and (e) are produced and delivered in full compliance with applicable law (“Goods Warranty”).

Contractor further warrants that it has good and marketable title to the Goods and shall keep Purchaser’s property free of liens. If Purchaser receives notice of a lien caused by Contractor, Purchaser may withhold any payment otherwise due Contractor until Contractor submits proof, in a form satisfactory to Purchaser, that all lienable claims have been fully paid or waived.

5.3. GOODS REMEDY. If Goods do not comply with the Goods Warranty or any defects develop during the Goods Warranty Period under normal use, at Purchaser’s election, Contractor promptly shall remedy the defect by removing, repairing, correcting, or replacing, and/or reinstalling any defective Goods. Contractor’s Goods Warranty support shall include, at Contractor’s sole expense, all technical support, parts, materials and equipment, and labor, including freight and “in/out” costs required to address the defect. If, in Purchaser’s judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor shall refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

5.4. SERVICES WARRANTY. Contractor warrants that: (a) Services will be performed in a timely, efficient, and professional manner; (b) all Contractor personnel assigned to perform Services will have the necessary skill and training; and (c) Services will be performed in a manner consistent with the standard of care in the industry (“Services Warranty”). The Services Warranty will survive for a period of twelve (12) months after the date when Services are completed (“Services Warranty Period”) or 12,000 miles, whichever is later.

5.5. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner found to be nonconforming during the Services Warranty Period, Contractor promptly shall remedy the non-conformance, or at Purchaser’s election, Contractor shall re-perform or correct the nonconforming Services at no additional cost to Purchaser or refund the amounts paid for the Services.

5.6. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Purchaser, or if an emergency exists rendering it impossible or impractical for Purchaser to have Contractor provide a remedy, Purchaser may, without prejudice to any other rights or remedies available to it, make or

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 9 cause to be made required modifications, adjustments, or repairs, or may replace Goods, Services, IT Goods, or IT Services, in which case Contractor shall reimburse Purchaser for its actual costs or, at Purchaser’s option, Purchaser will offset the costs incurred from amounts owing to Contractor.

5.7. TECHNICAL SUPPORT. During any applicable warranty period, Contractor shall provide all warranty service and telephone support, including after-hour technical support, at its own cost. Contractor shall maintain a technical support hotline to address breakdowns and safety incidents.

5.8. CUSTOMER SERVICE: Contractor must be available to take calls and respond to e-mails, Monday through Friday, during the hours of 8 a.m. to 5 p.m. PST.

6. SAFETY; SECURITY. Contractor’s failure to comply with any of the requirements in this Section shall be cause for termination.

6.1. REGULATORY REQUIREMENTS/SAFETY. Goods/Services supplied by Contractor shall meet all OSHA and other safety-related federal, state, local, and/or tribal regulatory requirements applicable to the Goods/Services.

6.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchaser with all appropriate Material Safety Data Sheets (“MSDS”) at the time of delivery of each shipment of Goods which requires such compliance and/or and for materials used by Contractor while performing Services and any updates of the same.

6.3. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform onsite Services, Contractor, at its cost, will remove all excess materials, equipment, packaging, and garbage within the scope of its performance of Services and leave that portion of the premises in which the work was performed in a clean condition. Should Contractor fail to clean up a Site after completion of work, Purchaser will have the right to remove the materials and set off the cost of clean up against amounts owed to Contractor.

6.4. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are present at Purchaser’s premises, Contractor promptly will report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury involving Contractor, its agents, employees, or subcontractors occurring at such premises.

Contractor agrees to cooperate and assist in any Purchaser investigation of incidents.

6.5. ON SITE REQUIREMENTS. While on Purchaser’s premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchaser’s physical, fire, access, safety, and other security requirements and not interfere with Purchaser’s operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access Purchaser’s premises will be adequately trained and at all times comply with Purchaser’s requirements.

7. SUBCONTRACTORS.

7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Contract, Contractor shall:

(a) incorporate Contractor’s responsibilities under this Contract into its subcontracts; (b) be fully responsible for the performance of any such subcontractors (regardless of tier) and

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 10 ensure that subcontractors comply with each and every Contractor obligation set forth in this Contract; (c) be the sole point of contact for Enterprise Services and any Purchasers regarding all contractual matters; (d) ensure that such subcontractors are registered in WEBS; and

(e) defend, indemnify, and hold Enterprise Services and Purchasers harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier). Prior to utilizing any subcontractor to perform this Contract, Contractor shall provide written notice to Enterprise Services’ contract administrator. Such notice shall confirm that the subcontractor is registered in WEBS and provide the necessary information for Enterprise Services’ contract administrator to include such subcontractor(s) in Washington’s Purchasing Contract Management System (PCMS).

7.2. REPORTING. If Contractor is required to report to Purchaser and/or Enterprise Services, such report(s) will include subcontractor data, by subcontractor, for any data that Contractor is required to report as well as a consolidated ‘rollup’ report combining Contractor and subcontractor data.

7.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this Contract shall apply to subcontractors (at any tier) and Contractor shall not utilize any subcontractors (at any tier) who cannot provide such representations or certifications, excepting the certification to be registered with Washington’s Statewide Payee Desk, unless Purchaser will pay such subcontractor directly.

8. USING THE CONTRACT – PURCHASES.

8.1. CONTRACT AUTOMOBILE REQUEST SYSTEM (CARS). Contractor shall list vehicles on Washington’s Contract Automobile Request System (CARS), or, if replaced, the then current platform, and Eligible Purchasers shall purchase vehicles through CARS or, if replaced, then the current platform. Contractor shall not sell any vehicles pursuant to this Contract outside of CARS or, if replaced, the then current platform.

8.2. ORDERING REQUIREMENTS. Eligible Purchasers shall order ADA Walk-In Stepp Vans from this Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but including, at a minimum, a purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchaser Order”). All Purchase Orders must reference the Contract number. The terms of this Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Contract shall prevail.

Notwithstanding any provision to the contrary, in no event shall any ‘click-agreement,’ software or web-based application terms and conditions, or any other agreement modify the terms and conditions of this Contract.

8.3. DELIVERY REQUIREMENTS. Contractor must ensure that the Goods/Services are delivered or provided as required by the Purchase Order used by Purchaser, and as otherwise mutually agreed in writing between Purchaser and Contractor. The following apply to all deliveries:

(a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchaser’s normal work hours and within the time period mutually agreed in writing between Purchaser and Contractor.

(b) Contractor shall ship all Goods and/or Services purchased pursuant to this Contract, freight charges prepaid by Contractor, FOB Purchaser’s specified https://apps.des.wa.gov/CARS/ContractVehicleMenu.aspx https://apps.des.wa.gov/CARS/ContractVehicleMenu.aspx

STATEWIDE CONTRACT NO. 07621 – ADA VANS, MINIvANS, & SPECIALTY VEHICLES 11 destination with all transportation and handling charges included.

Contractor shall bear all risk of loss, damage, or destruction of the Goods and/or Services ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchaser’s fault or negligence.

(c) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Contract shall be identified by the Contract number set forth on the cover of this Contract and the applicable Purchaser’s Purchase Order number. Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders.

(d) Contractor shall notify Purchaser at the phone number listed in the Purchase Order, twenty-four (24) hours prior to vehicle delivery. This is to ensure that a Purchaser employee is available to sign and date the bill of lading (or other type delivery document) and receive the above-mentioned documents, and to indicate that Purchaser has received delivery of the vehicle.

(e) When the vehicle is ready for final delivery, it may be delivered to Purchaser (as specified in the Purchase Order) as arranged with the specific Purchaser.

Unless otherwise agreed in writing by Purchaser, deliveries must NOT be made on weekends or on legally recognized state and federal holidays.

(f) Purchaser will not accept any responsibility for vehicle that has been delivered to or left at a Purchaser facility, unless a Purchaser employee has signed and dated the bill of lading or other delivery documents indicating Purchaser has received delivery of the vehicle.

(g) Contractor is solely liable for any equipment damages that occurred prior to Purchaser receiving delivery of the equipment.

8.4. NOTIFICATION OF DELAY.

(a) The contractor shall promptly notify Purchaser and Enterprise Services of any delay in the manufacturing process that will affect the expected delivery date. The contractor will provide notice of the delay within fourteen (14) days of discovering the potential delay. This notice of delay must include a reasonable expectation of when the delay will be resolved, the reason for the delay, whether the delay will cause the delivery to exceed the delivery date, and any other applicable information regarding the delay.

(b) Purchaser shall provide Contractor with notice of acceptance of the reasonable delay or notice that the delay is determined to be non-excusable within seven (7) days of receipt of the notice of delay.

(c) If there is a dispute between Contractor and Purchaser as to whether the delay is reasonable, the Contractor may appeal the Purchaser’s decision to Enterprise Services within seven (7) days of receipt of the notice that the delay is non-excusable. Enterprise Services will review the provided information and make a final determination as to whether the delay is reasonable or non-excusable.

(d) If a dispute remains after this procedure, parties shall follow the dispute resolution process of Section 16. The Contractor shall promptly comply with any request from

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Enterprise Services or Purchaser for additional information in making the delay determination. A request for more information from Enterprise Services or Purchaser tolls the time for required response until the time that Contractor responds to the request for more information.

(e) Reasonable delay is a delay for which the Contractor is not responsible. A reasonable delay must arise from unforeseeable causes, be beyond the control of the contractor, and be without the fault or negligence of the Contractor. A reasonable delay will extend the delivery date by the agreed-upon length of the delay.

(f) Non-excusable delay is a delay for which the Contractor is wholly or partially responsible. A non-excusable delay is a delay that arises from a foreseeable cause, is within the control of the Contractor, or is due to the fault or negligence of the Contractor. A non-excusable delay will not extend the agreed-upon delivery date.

(g) If Enterprise Services finds the delay a non-excusable delay, Enterprise Services will issue a cure letter to require Contractor to deliver the goods to the Purchaser within a reasonable time and ensure to avoid such non-excusable delay in the future.

(h) If Contractor delays the delivery goods for the second time and enterprise Services finds it non-excusable delay, Enterprise Services may suspend the contract as set forth in §17.7 and §17.10 of this contract.

8.5. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or Services purchased under this Contract are subject to Purchaser’s reasonable inspection, testing, and approval. Purchaser reserves the right to reject and refuse acceptance of Goods and/or Services that are not in accordance with this Contract and Purchaser’s Purchase Order. If there are any apparent defects in the Goods and/or Services at the time of delivery, Purchaser promptly will notify Contractor. At Purchaser’s option, and without limiting any other rights, Purchaser may require Contractor to repair or replace, at Contractor’s expense, any or all of the damaged Goods and/or Services or, at Purchaser’s option, Purchaser may note any such damage on the receiving report, decline acceptance, and deduct the cost of rejected Goods and/or Services from final payment. Payment for any Goods and/or Services under such Purchase Order shall not be deemed acceptance.

8.6. VEHICLE COMPLIANCE AND COMPATIBILITY. Contractor shall ensure that the vehicles supplied are compliant with the Contract. Additionally, Contractor shall ensure that the Base Equipment and any OEM Options, Identified Aftermarket Options, or Non-Identified Aftermarket Options ordered by the Eligible Purchaser are fully compatible with each other.

Contractor’s acceptance of the Eligible Purchaser’s Purchase Order shall indicate that Contractor agrees to deliver a vehicle that complies with the Contract and applicable Purchase Order. Any changes necessary after the delivery of the vehicle that are required to bring a vehicle into compliance and/or compatibility due to an incorrect order fulfillment by Contractor may be accomplished by Purchaser at Contractor’s expense. Delivery of non-conforming Goods and/or Services, which are not remedied as required herein, may be cause for Contract termination.

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9. INVOICING & PAYMENT.

9.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Purchaser’s designated invoicing contact for Goods and/or Services delivered under this Contract. Such invoices shall itemize the following:

(a) Contract No. 07621;

(b) Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative);

(c) Contractor’s Federal Tax Identification Number;

(d) Date(s) of delivery;

(e) Applicable Goods and/or Services;

(f) Invoice amount; and

(g) Payment terms, including any available prompt payment discounts.

Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices will not be processed for payment until receipt of a complete invoice as specified herein.

9.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchaser.

Purchaser’s obligation to pay invoices is subject to receipt of a timely and accurate invoice and conforming Goods and/or Services. Unless Contractor has provided a prompt payment discount set forth in Exhibit B – Prices, Purchaser’s payment is due within thirty (30) calendar days of invoice. Purchaser retains the right of setoff for any amount due or owing to Purchaser. Purchaser may make payments electronically (e.g., ACH payments). Contractor shall provide information necessary to facilitate electronic payments. If Purchaser fails to make timely payment(s), Contractor may invoice Purchaser in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified.

9.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty

(30) calendar days after notice to Contractor.

9.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or receive advance payment for any Goods and/or Services furnished by Contractor pursuant to this Contract.

9.5. NO ADDITIONAL CHARGES. Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, insurance, or payment processing. All base vehicle pricing for vehicles listed for purchase in Exhibit B – Prices for Goods & Services and Contract Automobiles Request Systems (CARS) will include all delivery costs to any Purchaser.

9.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased Goods and/or Services. Contractor’s invoices shall separately state

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(a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes.

10. CONTRACT MANAGEMENT.

10.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Contract. Enterprise Services’ contract administrator shall provide Master Contract oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Contract. The parties may change contract administrators by written notice as set forth below.

Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Enterprise Services Contractor

Attn: Shapoor Naveed Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411

Tel: (360)407-2212

Email:DESContractsTeamMaple@des.wa.gov

Attn: _________________________

Tel: (___) __________

Email: _______________

Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee.

10.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Contract.

10.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S.

certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Enterprise Services Contractor

Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411

Email: greg.tolbert@des.wa.gov

Attn: _________________________

Email: _______________

Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee.

mailto:DESContractsTeamMaple@des.wa.gov mailto:greg.tolbert@des.wa.gov

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11. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS.

11.1. CONTRACT SALES REPORTING. Contractor shall report total Contract sales quarterly to Enterprise Services, as set forth below.

(a) Contract Sales Reporting System. Contractor shall report quarterly Contract sales in Enterprise Services’ Contract Sales Reporting System. Enterprise Services will provide Contractor with a login password and a vendor number. The password and vendor number will be provided to the Sales Reporting Representative(s) listed on Contractor’s Bidder Profile.

(b) Data. Each sales report must identify every authorized Purchaser by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The “Miscellaneous” option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasers specified herein during the term of the Contract. If there are no Contract sales during the reporting period, Contractor must report zero sales.

(c) Due dates for Contract Sales Reporting. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all Contract sales invoiced during the applicable calendar quarter:

QUARTER

FOR SALES MADE IN

CALENDAR QUARTER ENDING

CONTRACT SALES REPORT

DUE BY PAST DUE

1 January 1 – March 31 April 30 May 1

2 April 1 – June 30 July 31 August 1

3 July 1 – September 30 October 31 November 1

4 October 1 – December 31 January 31 February 1

11.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee (“VMF”) of 1.25 percent on the purchase price for all Contract sales (the purchase price is the total invoice price less applicable sales tax).

(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows:

Amount owed to Enterprise Services = Total Contract sales invoiced (not including sales tax) x .0125.

(b) The VMF must be rolled into Contractor’s current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services.

(c) Enterprise Services will invoice Contractor quarterly based on Contract sales reported by Contractor. Contractor is not to remit payment until Contractor receives an invoice from Enterprise Services. Contractor’s VMF payment to Enterprise Services must reference this Contract number, the year and quarter for which the VMF is being remitted, and Contractor’s name as set forth in this Contract, if not already included on the face of the check.

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(d) Contractor’s failure to report accurate total net Contract sales, to submit a timely Contract sales report, or to remit timely payment of the VMF to Enterprise Services, may be cause for Enterprise Services to suspend Contractor or terminate this Contract or exercise remedies provided by law.

Without limiting any other available remedies, the parties agree that Contractor’s failure to remit to Enterprise Services timely payment of the VMF shall obligate Contractor to pay to Enterprise Services, to offset the administrative and transaction costs incurred by the State to identify, process, and collect such sums, the sum of $200.00 or twenty-five percent (25%) of the…