25101600-21-STC (Step One Automotive FD CW, LLC.).pdf

State Term Contract

No. 25101600-21-STC

For

Medium and Heavy Trucks

This Contract is between the State of Florida, Department of Management Services (Department), an agency of the State of Florida and Step One Automotive FD CW, LLC. (Contractor) with its principal place of business located at 4060 South Ferdon Boulevard, Crestview, Florida 32536, collectively referred to herein as the “Parties.”

Accordingly, the Parties agree as follows:

I. Initial Contract Term.

The Initial Contract Term shall be for five years. The Initial Contract Term shall begin on

October 1, 2021. The Contract shall expire on September 30, 2026 unless terminated earlier in accordance with the Special Contract Conditions.

II. Renewal Term.

Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, pursuant to the incorporated Special Contract Conditions.

III. Order of Precedence.

As used in this document, “Contract” (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated Exhibits, which set forth the entire understanding of the Parties and supersedes all prior agreements. All modifications to this Contract must be in writing and signed by all Parties.

All Exhibits listed below are incorporated in their entirety into, and form part of, this Contract.

The Contract document and Exhibits shall have priority in the following order:

a) This Contract document

b) Exhibit A, Scope of Work

c) Exhibit B, Price Sheet(s)

d) Exhibit C, Additional Special Contract Conditions

e) Exhibit D, Special Contract Conditions

f) Exhibit E, Price Quote Form (PQF)

g) Exhibit F, Acknowledgement of Order Form

h) Exhibit G, Preferred Pricing Affidavit

DocuSign Envelope ID: 3DB0C486-BD7A-46BA-971E-7092D17C92A8

State Term Contract No. 25101600-21-STC

For Medium and Heavy Trucks

IV. Contract Management.

Department’s Contract Manager:

Christopher McMullen

Division of State Purchasing

Florida Department of Management Services

4050 Esplanade Way, Suite 360

Tallahassee, Florida 32399-0950

Telephone: (850) 922-9867

Email: christopher.mcmullen@dms.fl.gov

Contractor’s Contract Manager:

Eric Jore

Step One Automotive FD CW, LLC.

4060 South Ferdon Boulevard

Crestview, Florida 32536

Telephone: (407) 234-5116

Email: ejore@steponeauto.com

This Contract is executed by the undersigned officials as duly authorized. This Contract is not valid and binding on all Parties until signed and dated by both Parties.

Step One Automotive FD CW, LLC. STATE OF FLORIDA, DEPARTMENT OF

MANAGEMENT SERVICES

[Name] J. Todd Inman, Secretary

Date: Date:

9/27/2021 | 11:26 AM EDT

mailto:christopher.mcmullen@dms.fl.gov mailto:ejore@steponeauto.com

Exhibit A

Scope of Work

1. Definitions Definitions contained in section 287.012, Florida Statutes (F.S.); Rule 60A-1.001, Florida Administrative Code (F.A.C.); Exhibit D, Special Contract Conditions; and the PUR 1001, General Instructions to Respondents (10/06), are incorporated by reference. In the event of a conflict, the definitions listed in this section supersede the incorporated definitions for the purposes of this Scope of Work. All definitions apply in both their singular and plural sense.

Accepted Brands – The Manufacturer(s) specified by the Department for a particular Base Vehicle Specification.

Approved Equivalent – A Representative Model manufactured by a producer/provider other than Accepted Brands which meet the required Base Vehicle Specifications. Equivalence is determined by the Department by comparing the Representative Model’s vehicle specifications with the Base Vehicle Specifications. The Department reserves the right to independently verify information provided by the Bidder, including but not limited to, the equivalence of Representative Models.

Base Vehicle Specification – A Department-specified Commodity that may include vehicle size, axle configuration, class, gross vehicle weight rating (GVWR), and other information listed by the Department herein, which identifies the requirements, specifications, terms, and conditions herein, and may include Components, Features, or Configurations different than those provided by a Manufacturer on their standard base version of the Commodity.

Business Day – Monday through Friday, inclusive, except for those holidays specified in section 110.117, Florida Statutes (F.S.), from 8:00 a.m. to 5:00 p.m. at the Customer’s location.

Commodity Code – The State’s numeric code for classifying Commodities and contractual services which meet specific requirements, specifications, terms, and conditions herein.

Florida has adopted the United Nations Standard Products and Services Code (UNSPSC) for classifying Commodities and services.

Component, Feature or Configuration – An element, piece, part, module, package, element Group, piece Group, parts Group, module Group, or package Group of a Commodity, Representative Model or Option.

Contract – The written agreement between the Department and the awarded Bidder(s) resulting from ITB No. 21-25101600-ITB.

Contractor – A vendor that entered into a Contract with the Department as a result of ITB No.

21-25101600-ITB. A Contractor can be a Manufacturer or Dealer.

Customer – A State Agency or Eligible User.

Dealer – A Manufacturer’s certified representative who has been authorized by the Manufacturer to market, sell, provide, and service the Representative Models and Options from the Manufacturer. Dealers may be Contractor-owned and -controlled (in whole or in part) or independently owned and controlled.

Department – The Department of Management Services, a State Agency.

Free on Board (FOB) Destination – As defined in section 672.319(1)(b)., Florida Statutes.

Gross Vehicle Weight Rating (GVWR) – The combined weight of vehicle and its payload capacity.

Group – A collection of Base Vehicle Specifications, as described in this Scope of Work, and

Exhibit B, Price Sheet(s).

Heavy Truck – The Federal Highway Administration (FHWA), truck group classes 7 - 8.

Manufacturer – The original producer or provider of Representative Models or Options which possess the minimum quality, reliability, service, and value required by the Department and

Customers. May be used interchangeably with “Brand”.

Manufacturer’s Last Order Date – The final date on which the Manufacturer stops producing the model year of a Representative Model which meets the requirements, specifications, terms, and conditions of the Contract.

Manufacturer’s Suggested Retail Price (MSRP) – The Manufacturer’s recommended retail selling price, list price, catalog price, distributor price, published price, or other usual customary pricing that would be paid by the purchaser for specific Representative Models, Options, and contractual services without benefit of a Contract. MSRPs shall be formally published by the Manufacturer, publicly listed and available, and verifiable by the Department.

If two or more prices fit this definition for a pertinent Commodity, equipment model, or contractual service, the Contractor will supply the lowest price as the MSRP.

Medium Truck – The Federal Highway Administration (FHWA), truck group classes 3 – 6.

MSRP Credit – The MSRP of the Option that is deducted from the MSRP of the Vehicle price paid by the Customer if the Option is removed from the Vehicle.

MSRP List – A collection of MSRPs and related information broken down by specific

Representative Models and their associated Options. MSRPs shall be formally published by the Manufacturer, publicly listed and available, and verifiable by the Department. In the priority listed below, only the following are acceptable sources of current MSRPs and MSRP Lists for use under this Contract:

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0672/Sections/0672.503.html

• Manufacturer’s Annual U.S. Price Book;

• Manufacturer’s official website or dealer software; and

• Autodata, Inc. d/b/a Chrome Data’s Carbook Pro Fleet Edition.

MSRP Sheet – The MSRP sheet provides the MSRP and specification(s) for the Representative Model(s) bid. Also known as a Build Sheet.

Net Price – The final price paid by the Customer after applying all discounts and credits.

Non-OEM Option – An Option produced by a Manufacturer other than the Manufacturer of the associated Representative Model.

OEM Option – An Option produced by the Manufacturer of the associated Representative Model.

Option – A Manufacturer’s new and unused optional Component, Feature, or Configuration not specified by the Department as standard on the Base Vehicle Specifications, and which is intended for the specific Representative Model. Equipment which meets the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Representative Model by the Manufacturer, port or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry or specified by the Manufacturer. May include OEM Options and Non-OEM Options and may be considered aftermarket options.

Original Equipment Manufacturer (OEM) – The original producer of a Commodity.

Representative Model – A specific Medium or Heavy Truck that meets a Base Vehicle Specification. A Representative Model may include Manufacturer’s name, trade name, Brand name, make name, model name, model number, catalog number, or other information provided which meets the requirements, specifications, terms, and conditions specified by the Department herein, and may include Components, Features, or Configurations different than those provided by a Manufacturer, port, and Dealer on their standard version of the Commodity. Also known as Standard Model, Representative Vehicle, Standard Vehicle, or Vehicle.

State – The State of Florida.

2. Purpose To provide Customers within the State the ability to acquire new and unused Medium and Heavy Trucks. The Contractor shall provide Medium and Heavy Trucks in accordance with the specifications contained herein. The Medium and Heavy Truck Commodities offered under the Contract shall be classified under six Groups, which are listed and described as follows:

Group No. Group Description

1 CHASSIS CABS

2 FLAT BED DUMP TRUCKS

3 DUMP TRUCKS

4 FLAT BED STAKE BODY TRUCKS

5 DRY FREIGHT TRUCKS

6 TRUCK TRACTORS

The Contract is intended to cover only those Medium and Heavy Trucks generally used by the State as listed and described herein and does not include all varieties of Medium and Heavy Trucks that are commercially available. The Department in its sole discretion shall determine the eligibility and acceptability of all Commodities available and included under the Contract.

The Contractor shall be responsible for immediately removing all non-eligible and Department unauthorized Commodities under the Contract from the Contractor’s MSRP List.

3. Commodity Specifications and Standards The Base Vehicle Specifications and Options are based on the available information known to the Department at the time of the solicitation, including the known needs of Customers and information obtained using Autodata, Inc. d/b/a Chrome Data’s Carbook Pro Fleet Edition. Options listed in Exhibit B, Price Sheet (C.4) were identified based on known Customer needs and the respective Manufacturer’s data. The Contract specifications and standards form a part of the overall specifications for the listed Representative Models, except as modified or noted herein.

Any conflict between the Department’s Contract specifications and standards and the Manufacturer’s specifications will be resolved in favor of the Department specifications and standards.

The Contractor shall ensure that all Commodities, including all Representative Models, Options, and the respective Components, Features, or Configurations, shall individually and jointly comply with the following:

a. All Commodities shall be designed, constructed, equipped, assembled, and installed to be fully suitable for their intended use, purpose, and service per the Scope of Work;

b. All Commodities shall be new and unused (except as specified in the Transportation and Delivery section of the Scope of Work), for the current Manufacturer’s model year or later, of current or recent production, and of the latest design and construction;

c. All Representative Models shall be diesel powered. choices for alternative fuel fuels (compressed natural gas (“CNG”), diesel, electric, gasoline (E-10 to E-85), liquefied petroleum gas (“LPG”), natural gas, or propane powered) can be listed for reference and customer selection if desired.

d. All Commodities shall include all Option standard features, equipment, and components installed by Manufacturer or Dealer according to the Manufacturer’s current standard procedures, requirements, and specifications;

e. All Representative Models shall meet the Automatic Air Brake Drain System

Specifications, which are available at https://www.dms.myflorida.com/content/download/ 152586/1015180/file/AIRBRAKE.pdf;

f. All Commodities shall be free of damage, defect, and rust which may affect appearance, operability, functionality, or serviceability;

g. All Commodities shall comply with current legal, customary, reasonable, and professional standards of the Medium and Heavy Trucks industry;

https://www.dms.myflorida.com/content/download/152586/1015180/file/AIRBRAKE.pdf https://www.dms.myflorida.com/content/download/152586/1015180/file/AIRBRAKE.pdf

h. All Commodities shall comply with current mandatory and applicable federal and State Medium and Heavy Trucks requirements including, but not limited to, all legal, safety, and environmental standards and requirements; and

i. All Commodities shall meet the requirements, specifications, terms, and conditions herein.

No Contractor’s or Dealer’s advertising or identification (name, logos, etc.) is permitted on the Commodities, including all Representative Models and Options and their components.

Commodity Manufacturer’s advertising or identification (name, model, logos, etc.) is permitted on the respective Commodities if such advertising or identification is a Manufacturer’s standard on the specific Commodity. The Contractor shall be responsible for removing, without damage, all impermissible or unacceptable advertising or identification. The Department reserves the right to, in its sole discretion, determine what advertising or identification is considered unacceptable.

Delivery of non-conforming Commodities and contractual services, which are not remedied as required herein, may be cause for default proceedings and Contract termination.

4. Truck Body Specifications Contractors shall satisfy the truck body requirements in accordance with the specifications contained herein.

Group No.

Base Vehicle Code

Description Specification

1 N/A Chassis Cab Only N/A

210, 240 12 Foot Flat Bed Heavy-Duty Dump Body FLAT-12

220, 230, 250, 260

14 Foot Flat Bed Heavy-Duty Dump Body FLAT-14

310, 330 Four Cubic Yard Heavy-Duty Dump Body DUMP-4

320, 340 Five Cubic Yard Heavy-Duty Dump Body DUMP-5

350, 360 Eight Cubic Yard Heavy-Duty Dump Body DUMP-8

370, 380 12 Cubic Yard Heavy-Duty Dump Body DUMP-12

410, 440, 450, 460

14 Foot Extra Heavy-Duty Stake Body STAKE-14

420 18 Foot Extra Heavy-Duty Stake Body STAKE-18

430 22 Foot Extra Heavy-Duty Stake Body STAKE-22

510 16 Foot Van Body, Aluminum, Dry Freight FREIGHT-16

520 20 Foot Van Body, Aluminum, Dry Freight FREIGHT-20

530 24 Foot Van Body, Aluminum, Dry Freight FREIGHT-24

6 N/A Truck Tractor Only N/A

The Contract is only intended to cover Medium and Heavy Trucks used or utilized by the State as listed and described herein and does not include all varieties of Medium and Heavy Trucks that are commercially available. The Department in its sole discretion shall determine the eligibility and acceptability of all Commodities available and included under the Contract.

https://www.dms.myflorida.com/content/download/152595/1015207/file/TWELVE%20(12)%20FOOT%20FLAT%20BED%20HEAVY-DUTY%20DUMP%20BODY.pdf https://www.dms.myflorida.com/content/download/152592/1015198/file/FOURTEEN%20(14)%20FOOT%20FLAT%20BED%20HEAVY-DUTY%20DUMP%20BODY.pdf https://www.dms.myflorida.com/content/download/152590/1015192/file/FOUR%20(4)%20CUBIC%20YARD%20%20HEAVY-DUTY%20DUMP%20BODY.pdf https://www.dms.myflorida.com/content/download/152589/1015189/file/FIVE%20(5)%20CUBIC%20YARD%20HEAVY-DUTY%20DUMP%20BODY.pdf https://www.dms.myflorida.com/content/download/152587/1015183/file/EIGHT%20(8)%20CUBIC%20YARD%20HEAVY-DUTY%20DUMP%20BODY.pdf https://www.dms.myflorida.com/content/download/152594/1015204/file/TWELVE%20(12)%20CUBIC%20YARD%20HEAVY-DUTY%20DUMP%20BODY.pdf https://www.dms.myflorida.com/content/download/152591/1015195/file/FOURTEEN%20(14)%20FOOT%20EXTRA%20HEAVY-DUTY%20STAKE%20BODY.pdf https://www.dms.myflorida.com/content/download/152588/1015186/file/EIGHTEEN%20(18)%20FOOT%20EXTRA%20HEAVY-DUTY%20STAKE%20BODY.pdf https://www.dms.myflorida.com/content/download/152598/1015216/file/TWENTY-TWO%20(22)%20FOOT%20EXTRA%20HEAVY-DUTY%20STAKE%20BODY.pdf https://www.dms.myflorida.com/content/download/152593/1015201/file/SIXTEEN%20(16)%20FOOT%20VAN%20BODY%20ALUMINUM%20DRY%20FREIGHT.pdf https://www.dms.myflorida.com/content/download/152596/1015210/file/TWENTY%20(20)%20FOOT%20VAN%20BODY%20ALUMINUM%20DRY%20FREIGHT.pdf https://www.dms.myflorida.com/content/download/152597/1015213/file/TWENTY-FOUR%20(24)%20FOOT%20VAN%20BODY%20ALUMINUM%20DRY%20FREIGHT.pdf

5. Options, Components, Features and Configurations All Representative Models, Options, must be manufactured by the specified Manufacturer of the Commodity provided. Where a Representative Model is specified for an Option, Component, Feature or Configuration only the specified Commodity may be offered and provided. All Options, Components, Features or Configurations must be new and meet the requirements, specifications, terms, and conditions herein, and are subject to prior Customer approval. All Options, Components, Features or Configurations of the Representative Model, as specified by the Department and ordered by the Customer, shall be fully assembled and installed by the Manufacturer, except as follows:

• If the Option, Component, Feature or Configuration is specified as a port installed or Dealer installed Option, Component, Feature or Configuration by the Manufacturer; or

• If the Option, Component, Feature or Configuration is not available from the Manufacturer, the Option, Feature, or Component may be assembled by its respective Manufacturer and installed by the Contractor.

6. Luxury or Sport Vehicles or Features Unless otherwise indicated within the Base Vehicle Specification, no luxury or sports features will be considered or permitted. The Department, in its sole determination, shall determine what is a luxury or sport feature. To date, the Department has determined luxury or sports features include the following:

• Manufacturer’s Signature or Specialty editions; and

• Leather upholstery (seats or interior), sunroofs, and moon roofs.

7. Installation When installation is required, Contractor shall be responsible for placing and installing the equipment or parts in the required locations at no additional charge, unless otherwise specified in the Price Sheet. All materials used in the installation shall be new and unused and shall be free of defects that would diminish the appearance of any Commodity or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the equipment or parts in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. The Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site.

Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order.

7.1 Body Transfer and 3rd Party Body Installations

In the event the Customer chooses to purchase or supply a cab and chassis separately, the Contractor must facilitate obtaining the required Manufacturer Certified Certificate, perform Manufacturer required pre-delivery inspection, and ensure all proper tag and title documents are present pursuant to Florida license requirements. The Manufacturer must certify that it conforms to all Federal Motor Vehicle Safety Standards (FMVSS). The Contractor is responsible for facilitating body transfers and installations at no additional cost to the Customer. While facilitating body transfers and installations, the Contractor must ensure that all work is performed by a certified vendor and that all work meets or exceeds FMVSS standards. The Customer may incur an additional cost for installation by the Contractor or body upfitter. The installation cost may vary due to the body configuration; however, the price shall be included on the Price Quote Form (PQF) from the Contractor.

8. Full-Service Repair Facilities The Contractor shall maintain at least one factory-authorized service station or servicing dealer within the State to perform warranty repairs and adjustments throughout the Contract term at no additional cost to Customer(s) or the Department. The Contractor shall promptly notify the Department in writing of any changes thereto. The Contractor shall be responsible for all service performed, regardless of whether the Contractor or their approved dealer actually performed the service.

Notwithstanding the foregoing, the Contractor may offer Customers “after warranty” service agreements for the maintenance and repair of goods after the initial warranty expires. The Contractor will list this additional service as a separate item on the invoice.

9. Federal and State Standards It is the intent of the Department that all specifications herein are in full and complete compliance with all federal and State laws, requirements, and regulations applicable to the type and class of Commodities and contractual services being provided. This includes, but is not limited to, Federal Motor Vehicle Safety Standards (“FMVSS”), Occupational Safety and Health Administration (“OSHA”), Environmental Protection Agency (“EPA”) Standards, and State laws, requirements, and regulations that apply to the type and class of Commodities and contractual services being provided. It is the intent of the Department that the Contractor(s) comply with all applicable federal and State regulations regarding the Commodities and contractual services’ specifications, safety, and environmental requirements, including any legislation or regulations which become effective during the term of the Contract and shall become a part of the Contract. The Contractor(s) shall meet or exceed any such requirements of the laws and regulations applicable to the type and class of commodities and contractual services provided. If an apparent conflict exists, the Contractor, regardless of whether it’s the Manufacturer or Dealer, shall contact the DMS Contract Manager immediately.

10. Acceptable Publications The Customer may request, and the Contractor shall provide, within three Business Days of any request, acceptable and supporting information or documentation relative to its product.

Acceptable and supporting information or documentation includes, but is not limited to:

1. A copy of the Manufacturer’s Computer Printout (Ford “DORA”/“Commercial Truck Tools”, Freightliner “Spec Pro”, International “Vehicle Specifications”, Mack “Order/Customer/Vehicle Information”, or Approved Equivalent) for each Commodity offered.

2. MSRP List. The MSRP and MSRP List may not be custom or solely developed, created, maintained, altered, revised, changed, or utilized for purposes of the solicitation and resulting contract (see definition, MSRP).

3. Manufacturer’s standard warranties; and

4. The Manufacturer’s official fleet or retail websites.

During the term of the Contract, the Contractor shall supply printed sales literature and technical information to Customers upon request, unless the literature and information requested is available on the Contractor’s or Manufacturer’s website. If the literature and information is available on the Contractor’s website, the Contractor shall direct the requesting Customer to its specific website location.

11. Testing Samples of delivered Commodities may be selected at random by Customers or Department and tested for compliance with the requirements, specifications, terms, and conditions.

12. Warranty The Manufacturer’s standard warranty shall cover all Commodities and contractual services offered through the Contract. The Manufacturer’s standard warranty is required to provide coverage against defective material, workmanship, and failure to perform in accordance with the specifications and required performance criteria. The Manufacturer’s standard warranty coverage shall be identical to or exceed the most inclusive of those normally provided for the Commodities and contractual services specified herein that are sold to any Federal, state, or local governments.

The Manufacturer’s standard warranty shall be in effect for a minimum term of one year from the Customer’s acceptance, as specified in the Final Inspection and Acceptance section and shall begin only at the time of acceptance by the Customer.

Should the Manufacturer’s standard warranty conflict with any requirements, specifications, terms, or conditions of the Contract, the Contract requirements, specifications, terms, and conditions shall prevail. The Manufacturer’s standard warranty terms and conditions are not part of the Contract requirements, specifications, terms, and conditions.

13. Recall(s) In the event there is a recall of any of the Commodities, including but not limited to any Vehicle, Options, Components, Features or Configurations, or any other any parts therein, ("Vehicle Recall"), the Contractor shall provide reasonable assistance to the Department in developing a recall strategy and shall cooperate with the Department and the Customers in monitoring the recall operation and in preparing such reports as may be required. Each Contractor shall, at the request of the Department or any Customer, give the Department and each Customer reasonable assistance in locating and recovering any equipment or recalled equipment. Each Contractor shall immediately notify and provide copies to the Department of any communications, whether relating to recalls or otherwise, with any Customer. The Contractor shall ensure defective recalled equipment are rectified, replaced, and destroyed in compliance with all applicable laws, rules or regulations and the Department's reasonable instructions. All Contractor efforts relating to recalled equipment shall be at Contractor’s own expense.

14. Manufacturer’s Last Order Date, Production Notification, and Representative Model

Replacement The Contractor shall notify the Department’s Contract Manager of a contracted Vehicle Manufacturer’s Last Order Date by email no later than 30 calendar days prior to the effective date of the Manufacturer’s Last Order Date. In the event the Manufacturer gives less than 30 calendar days’ notice of a Last Order Date to the Contractor, the Contractor shall notify the Department’s Contract Manager no later than the next Business Day by email or telephone following Contractor receiving notice of the Last Order Date from the Manufacturer. The Contractor shall immediately provide copies of the Manufacturer’s notice of the Manufacturer’s Last Order Dates to the Department's Contract Manager upon request.

The Contractor shall notify the Customer and the Department’s Contract Manager in writing of any production schedule changes associated with the Customer’s order within one Business Day.

Upon receipt of a purchase order from a Customer, the Contractor shall immediately notify the ordering Customer of any conflicts with the Manufacturer’s Last Order Date by telephone and include the Manufacturer’s Last Order Date in the completed Acknowledgement of Order Form provided to Customer in accordance with the Acknowledgement of Order section listed in the Scope of Work. Should the Contractor improperly notify a Customer or the Department of a Manufacturer’s Last Order Date, it may be grounds for termination of the Contract. Upon receipt of the required telephone notification or the Acknowledgement of Order Form notifying the Customer of the Manufacturer’s Last Order Date, the Customer may cancel the purchase order without penalty, or maintain the purchase order knowledgeable of the risk of potential non- Delivery without recourse. Upon receipt of the required telephone notification or the Acknowledgement of Order Form notifying the Customer of the Manufacturer’s Last Order Date, all purchase orders received by the vendor and maintained by the Customer after a Manufacturer’s Last Order Date shall be subject to awarded Commodity availability.

After the Manufacturer’s Last Order Date, the Contractor may provide the new model year of the awarded Commodity, which meets the specifications herein, at the existing Contract Prices, discounts, requirements, terms, and conditions.

If the Contractor wishes to replace any awarded Representative Model due to a revision, alteration, addition, or technical improvement, the Contractor shall submit the Representative Model change to the Department’s Contract Manager. The proposed replacement must meet or exceed the Department’s Base Vehicle Specifications for the awarded Representative Model and must meet or exceed the Contract requirements, specifications, terms, and conditions.

Additionally, the replacement offered must be equal to or less than the current Contract Price for the awarded Representative Model the Contractor is seeking to update. The Contractor shall provide the Department with any documents requested by the Department to fully review the Contractor’s request. The Department, at its sole discretion, will make the determination to accept or reject the proposed replacement. If the Department rejects the proposed replacement or if there is no proposed replacement offered for a Representative Model that is no longer available, the Department may, at its sole discretion, remove the Representative Model from the Contract.

In the event that a Representative Model is no longer available or no longer meets the Contract specifications, the Contractor shall be responsible for notifying the Department’s Contract Manager in writing within seven calendar days.

15. Vehicle Needs All State agencies shall comply with sections 287.14(2) and 287.151, F.S. Customers shall communicate their vehicle performance needs and requirements to the designated Contractor representatives identified in the Contract prior to requesting the Exhibit E, Price Quote Form (PQF). The Customer is encouraged to seek more than one quote from the identified awarded Contractors of the Vehicle, where available.

16. Price Quotes The Contractor prepares and submits to the Customer a price quote for the requested Commodity(ies) using Exhibit E, Price Quote Form (PQF). All requested Representative Model(s), Options (including aftermarket options) and Options discount(s) shall be itemized on the PQF, along with the applicable pricing information. Options shall be listed separately and include specific brand and model information, along with labor charges and installation charges listed separately. The price quoted for the Representative Model(s) and Options discount shall not exceed the current Contract’s prices and discounts. The PQF shall be completed by the Contractor and returned to the Customer within two Business Days of the Contractor’s receipt of the Customer’s Request for a Quote. Customers are encouraged to seek more than one quote from the identified awarded Contractors, where available. Customers may negotiate with the Contractor to establish a lower price through a greater discount percentage off MSRP.

17. DMS Approval (State Agency Only) After receipt of the Contractor completed PQF that is acceptable to the Customer, the Customer will develop a justification to support price reasonableness and complete DMS Form MP6301, Request for Acquisition of Motor Vehicle(s) and Mobile Equipment; DMS Form MP6301 is available at: https://www.dms.myflorida.com/business_operations/fleet_management_and_ federal_property_assistance/fleet_management/purchase_of_mobile_equipment.

The Customer shall submit a completed MSRP List and DMS Form MP6301, along with the PQF completed by the Contractor, to the DMS Bureau of Fleet Management for approval.

18. Purchase Order Upon the Department’s approval of a State Agency request, the Customer shall process a purchase order using normal purchasing processes. The purchase order will include a copy of the Department approved Exhibit E, PQF. All orders submitted by Customers of the Contract shall be placed using a purchase order. Purchase orders issued by Customers shall be in accordance with the, Price, Sheet(s), requirements, specifications, terms, and conditions of the Contract.

The following terms apply to the Contractor and the Customer’s use of a purchase order:

18.1 Customers may only place, and Contractors shall only accept, purchase orders for Vehicles included in the Contractor’s awarded Contract. Customers are responsible for including the following information on and with the purchase order, for each Vehicle ordered:

18.1.1 Customer name and contact information;

18.1.2 Contractor Information;

18.1.3 State Term Contract Number and Name;

18.1.4 Representative Model Information; Commodity Code and Line

Number, standard description, and price; Paint/finish color if other than the standard white (or other standard color if white is not available from the Manufacturer); Option Information (if applicable, individually listed): Manufacturer’s Option Code and Description, Option MSRP, Option Discount, and Option Net Price or Option MSRP Credit (as applicable, per the Ceiling Prices section and the Charges and Fees section).

State Agencies must include a copy of the applicable Exhibit E, Price Quote Form (PQF) and accompanying MSRP List with any submitted requisition;

18.1.5 Aftermarket Options not procured under this Contract shall be separately itemized on the PQF and the purchase order, along with the applicable pricing information. Aftermarket Options shall be listed by specific brand and model, with labor charges, including installation, listed separately. Pricing for

DocuSign Envelope ID: 3DB0C486-BD7A-46BA-971E-7092D17C92A8 https://www.dms.myflorida.com/business_operations/fleet_management_and_federal_property_assistance/fleet_management/purchase_of_mobile_equipment https://www.dms.myflorida.com/business_operations/fleet_management_and_federal_property_assistance/fleet_management/purchase_of_mobile_equipment

Customer orders of aftermarket Options not procured under this Contract shall not exceed the current MSRP at the time of verification by the Department;

18.1.6 New License Plate Fee (if applicable, per the Commodities

Title and Registration section of this solicitation);

18.1.7 Any Customer special instructions, requirements, specifications, terms, and conditions; and

18.1.8 The total cost for the Representative Model and Option(s) (if any) and New License Plate Fee (if applicable).

18.2 The Contractor shall place an order with the Manufacturer(s) within seven calendar days of receipt of the purchase order unless the Contractor has the ordered Representative Model in their possession that meets the Customer’s purchase order requirements. All orders placed with the Manufacturer(s) shall be made in full compliance with the requirements, specifications, terms, and conditions herein.

18.3 The Contractor shall honor all purchase orders received during the Contract period and which are received prior to the Manufacturer’s Last Order Date for Commodities the Contractor is currently awarded. Purchase orders are deemed received upon delivery. This may allow for the provision of the next new model year of the awarded Commodity, which meets the specifications herein, at the existing Contract prices, discounts, requirements, terms, and conditions.

18.4 The Contractor, from receipt of the purchase order until delivery is made to the Customer, shall promptly notify the Customer of any potential delivery delays. Additionally, the Contractor must promptly advise the Customer if their order may not be delivered prior to the end of the Customer’s Fiscal Year (State Agency’s Fiscal Year ends June 30). Note:

Evidence of intentional delays in delivery may be cause for default proceedings and Contract termination.

19. Acknowledgement of Order For each order, the Contractor shall provide the ordering Customer with a fully completed Exhibit F, Acknowledgement of Order Form, within five Business Days of receiving the Customer’s order.

20. Accept Order The Contractor agrees to deliver the awarded Vehicle(s) and equipment listed on the purchase order in accordance with the prices, discounts, requirements, specifications, terms, and conditions of the Contract and purchase order. The Contractor must email the fully completed Exhibit F, Acknowledgement of Order Form to the Customer within five Business Days from the date the Contractor receives the purchase order. Failure of the Contractor to provide the ordering Customer the Acknowledgement of Order Form within five Business Days from the date the Contractor received the purchase order will be considered acceptance of the order by default, which, if necessary, shall require the provision of the next new model of the vehicle which meets the requirements, specifications, terms, and conditions herein and shall not exceed the Contract ceiling price for the Customer ordered Vehicle. If a new model year of the awarded Commodity is not available or cannot be delivered within the contractual timeframe, the Contractor must provide a comparable new model of equal or better value which meets or exceeds the requirements, specifications, terms, and conditions herein and shall not exceed the Contract ceiling price for the Customer ordered Vehicle.

The Contractor’s proposed substitution is subject to prior approval by the Customer and the Department.

The Contractor must provide the following information in the Exhibit F, Acknowledgement of Order Form:

20.1 The estimated delivery date of the Commodity(ies) (including aftermarket Options);

20.2 The Manufacturers’ order confirmation, unless the Contractor has the

Representative Model which conforms with the Customer’s purchase order in stock;

20.3 The Commodity(ies) (including aftermarket Options), in their possession, if applicable;

20.4 The Manufacturer’s associated production schedule; and

20.5 The Manufacturer’s Last Order date and the date notice was provided to the Department’s Contract Manager in accordance with the Manufacturer’s Last Order Date, Production Notification, and Representative Model Change section listed in the Scope of Work.

Submission of Exhibit F, Acknowledgement of Order Form is the responsibility of the Contractor without prompting or notification by the Department's Contract Manager or Customer.

The Contractor’s failure to submit completed Acknowledgement of Order forms to the ordering Customers may be cause for default proceedings and Contract termination.

21. Transportation and Delivery In conjunction with the Ceiling Prices section listed in the Scope of Work, all net prices shall include all charges for packing, handling, freight, distribution, and delivery. Transportation and delivery of goods shall be Free on Board (FOB) Destination to any point statewide as follows:

1. Equipment not in stock or unavailable from a Manufacturer at time of order must be delivered within 120 calendar days after receipt of order, unless otherwise agreed to by the Customer. For any delivery not made within the 120 calendar day timeframe, the Department’s Contract Manager must be notified by the Contractor and given a copy of the purchase order. The Contractor must provide the Department’s Contract Manager any requested information and a timeframe for completion of the order.

2. Equipment in stock must be delivered within 14 calendar days after receipt of the order with one exception: Commodities requiring post-Manufacturer Dealer installed Options or accessories shall be delivered within 30 calendar days after receipt of the Commodities from the Manufacturer(s).

Delivery of the awarded new, unused Vehicle(s) is defined as receipt of the awarded new Vehicle at the Customer’s place of business or designated location, or if the Customer chooses, at the Contractor’s place of business. The Contractor must give the ordering Customer written notice of delivery at least 24 hours prior to the delivery. Deliveries will be received only between 8:00 a.m.

and 3:00 p.m. (Customer’s local time) during Business Days unless previously arranged and approved by the Customer in writing.

Deliveries of awarded new Vehicles are made by either private or common carrier transport; or where delivery may be accomplished by driving the self-propelled vehicle with less than 250 odometer miles at delivery, the self-propelled vehicle may, with the Customer’s prior approval, be driven to the delivery location. The Contractor must make every effort to minimize the number of odometer miles at delivery. At the Customer’s option, vehicles with more than 250 odometer miles at delivery may be rejected, or $0.50 per mile in excess of 250 odometer miles may be deducted from the invoice and payment owed to Contractor. The Contractor must comply with the Manufacturer’s break-in requirements and all applicable traffic and safety laws. All vehicle Commodities delivered by the Contractor to the Customer shall contain no less than one-quarter tank of fuel as indicated by the fuel gauge at the time of delivery.

The Contractor will perform the standard Manufacturer’s Pre-Delivery Inspection (PDI) and is responsible for delivering an awarded Vehicle that is properly serviced, clean, and in brand new operating condition. Pre-delivery service, at a minimum, shall include the following:

1. Complete lubrication of operating chassis, engine, and mechanisms with Manufacturer’s recommended grades of lubricants.

2. Check and fill all fluid levels to ensure proper fill;

3. Adjust engine(s), motor(s), and drive(s) to proper operating condition(s);

4. Inflate tires (including any spares) to proper pressures;

5. Check to ensure proper operation of all accessories, gauges, lights, and mechanical and hydraulic features;

6. Clean equipment, if necessary, and remove all unnecessary tags, stickers, papers, etc.;

and

7. Ensure that the Vehicle is completely assembled (unless otherwise noted in the specification) including but not limited to, the Representative Model, Options, Components, Features or Configurations (if applicable), aftermarket Options (if applicable), and thoroughly tested and ready for operation upon delivery.

All Vehicles shall be delivered with each of the following applicable documents completed and included:

1. Copy of the Manufacturer’s Pre-Delivery Inspection (PDI) form, which meets or exceeds the requirements herein;

2. Copy of the ordering Customer’s purchase order;

3. Copy of the applicable Contract specification(s) and Contractor’s current Price Sheet (C.4) information;

4. Copy of the Manufacturer’s Invoice(s) for each awarded Commodity, including individual Representative Model, Options, Required aftermarket Options (if applicable), aftermarket Options (if applicable), in the shipment;

5. Proof of Manufacturer’s MSRP (commonly known as the window sticker) if applicable, which shall not be adhered to the Vehicle and instead provided with the documents listed herein;

6. Manufacturer’s certificate of origin, if applicable;

7. Manufacturer’s operator manual, and (if not included in the operator manual) one copy of the Manufacturer’s lubrication and maintenance instructions;

8. Copy of the Manufacturer’s standard warranty certifications;

9. Sales Tax Exemption Form, if applicable;

10. Temporary tag and 20 day extension tag, if applicable; and DHSMV 82040, Application for certificate of title and vehicle registration, if applicable.

Deliveries that do not include the above applicable forms and publications, or that have forms that have been altered, or are not properly completed, may be refused. Repeated failures by the Contractor to include the above properly completed forms and publications, or that have submitted altered forms, to the ordering Customer may be cause for default proceedings and Contract termination.

These Transportation and Delivery requirements, terms, and conditions also apply to the re-delivery of an awarded Commodity that was previously rejected upon initial delivery.

22. Inspection and Acceptance Section 6.4, Inspection and Acceptance of Commodities, of the Special Contract Conditions exhibit is supplemented by adding the following:

The Customer, within five Business Days of delivery, should inspect the Commodity received for acceptability. The Customer should compare the physical Commodity delivered, contract prices, discounts, requirements, specifications, Customer order, and Manufacturer’s MSRP Window Sticker / Manufacturer’s Invoice(s) to ensure the Commodity received meets or exceeds the requirements, specifications, terms, and conditions of the Contract and Customer Order.

Additionally, the Customer should inspect the Commodity for any physical damage. The Contractor is obligated to correct any errors or damage. Failure by the Customer to discover an error in the Commodity shall not relieve the Contractor from its obligation to correct the error or damage in the event it is found any time after the Commodity is delivered.

The Parties agree that inspection and acceptance shall be the Customer’s responsibility and occur at the location of the Customer’s place of business or designated location, or if the Customer chooses, at the Contractor’s place of business. Title and risk of loss or damage to all Commodities shall be the responsibility of the Contractor until the Commodity is accepted by the Customer.

The Contractor shall be responsible for filing, processing, and collecting all damage claims. The Customer shall assist the Contractor by:

• Recording any evidence of visible damage on all copies of the delivering carrier’s bill of lading;

• Reporting any known visible and concealed damage to the carrier and the Contractor;

• Confirming said reports in writing within 15 Business Days of delivery, requesting that the carrier inspect the damaged merchandise; and

• Providing the Contractor with a copy of the carrier’s bill of lading and damage inspection report.

Transportation and delivery of the Commodity does not constitute acceptance for the purpose of payment. Acceptance of the Commodity and authorization of payment shall be given by the Customer only after a thorough inspection indicates that the Commodity is undamaged and meets the Contract requirements, specifications, terms, and conditions. Should the delivered Commodity be damaged or differ in any respect from the Contract requirements, specifications, terms, and conditions, payment shall be withheld until such time as the Contractor completes the required Customer-approved, corrective action.

If the Commodity requires service or adjustments as part of the Customer-approved identified corrective action(s), the Contractor shall either correct the issue or be responsible for reimbursing the Manufacturer’s local service dealer or others selected by the Customer to remedy the defect.

The Contractor shall initiate such required service or adjustments within two Business Days following notification by the Customer. The Commodity shall not be accepted until all service or adjustments are satisfactory, and the Commodity is re-delivered in acceptable condition. All costs of transportation and delivery incurred for initial delivery and any re-deliveries due to non- Customer error or Commodity damage are the responsibility of the Contractor.

The Customer shall notify the Department of any Contract deviation that it cannot resolve with the Contractor. The Department and Customer shall develop a corrective action plan related to the Contract deviation, which may include the Customer’s permanent refusal to accept the Commodity, in which case the Commodity shall remain the property of the Contractor, and the Customer and the State shall not be liable for payment for any portion thereof.

23. Commodity Compliance and Compatibility It is the Contractor’s responsibility to ensure that the Commodity(ies) supplied are compliant with the Contract requirements, specifications, terms, and conditions. Additionally, the Contractor shall ensure that the Representative Model, Options, and aftermarket Options ordered by the Customer and provided by the Contractor are fully compatible with each other. Upon acceptance of the Customer’s purchase order, the Contractor is obligated to deliver Commodities that are fully compliant and compatible with the purchase order requirements, specifications, terms, and conditions.

In the event any ordered Representative Model, Options, aftermarket Options, Vehicle’s respective features, equipment, components, or configuration are found by the Customer to be missing, incorrect, defective, damaged, non-compatible, or non-compliant, the Customer may require the Contractor to do one or more of the following:

• Install or repair at its own cost the Commodity, including but not limited to, the Representative Model, Options, Components, Features or Configurations, and aftermarket Options;

• Replace at its own cost the Commodity, including but not limited to, the Representative Model, Options, Components, Features or Configurations, aftermarket…