4044023166TC.pdf

Contract PCXXXXX, Contractor Name Page 1

Corning Tower, Empire State Plaza, Albany, NY 12242 | https://ogs.ny.gov/procurement | customer.services@ogs.ny.gov | 518-474-6717

AGREEMENT FOR

VEHICLES, CLASS 1-8 (STATEWIDE)

BY AND BETWEEN

NEW YORK STATE

OFFICE OF GENERAL SERVICES

AND

(SEE AWARD DOCUMENT FOR CONTRACTORS)

GROUP 40440 – 23166 – Vehicles, Class 1-8 (Statewide)

Contract PCXXXXX, Contractor Name Page 2

TABLE OF CONTENTS

1. INTRODUCTION

1.1. OVERVIEW

1.2. SCOPE

1.3. ESTIMATED QUANTITIES

1.4. DEFINITIONS AND ACRONYMS

2. GENERAL TERMS AND CONDITIONS

2.1. CONTRACT DOCUMENTS AND CONFLICT OF TERMS

2.2. APPENDIX B MODIFICATIONS

2.3. CONTRACT TERM AND EXTENSIONS

2.4. SHORT TERM EXTENSION

2.5. PRICE

2.6. NYS DISCOUNT

2.7. NYS AFTERMARKET COMPONENTS PRICE

2.8. NYS PRICE FOR VEHICLE (SINGLE OEM VEHICLES AND CHASSIS)

2.9. NYS PRICE FOR VEHICLE (BODY)

2.10. MINI-BID METHOD OF AWARD

2.11. ADDITIONAL OPTIONS AND AFTERMARKET COMPONENTS (AOAC) PRICE

2.12. ORDERING

2.13. PURCHASING CARD ORDERS

2.14. MINIMUM ORDER

2.15. INVOICING AND PAYMENT

2.16. PRODUCT DELIVERY

2.17. PRE-DELIVERY INSPECTION OF VEHICLE(S) WITH BODY UPFIT

2.18. CONDITION ON DELIVERY

2.19. POST DELIVERY INSPECTION

2.20. DELIVERY TIME

2.21. DEFAULT ON MINI-BID

2.22. LIQUIDATED DAMAGES

2.23. CONTRACT ADMINISTRATION

2.24. NYS FINANCIAL SYSTEM (SFS)

2.25. DEALER CERTIFICATION

2.26. INSURANCE

2.27. REPORT OF CONTRACT USAGE

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2.28. CONTRACTOR REQUIREMENTS AND PROCEDURES FOR PARTICIPATION BY NEW YORK STATE CERTIFIED MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES AND EQUAL EMPLOYMENT OPPORTUNITIES FOR

MINORITY GROUP MEMBERS AND WOMEN

2.29. PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE-DISABLED VETERAN OWNED

BUSINESSES

2.30. USE OF RECYCLED OR REMANUFACTURED MATERIALS

2.31. ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER NUMBER 4

2.32. CONSUMER PRODUCTS CONTAINING MERCURY

2.33. DIESEL EMISSION REDUCTION ACT

2.34. OVERLAPPING CONTRACT PRODUCTS

2.35. NYS VENDOR RESPONSIBILITY

2.36. NYS TAX LAW SECTION 5-A

2.37. “OGS OR LESS” GUIDELINES

2.38. NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS

2.39. CENTRALIZED CONTRACT MODIFICATIONS

2.40. DRUG OR ALCOHOL USE PROHIBITED

2.41. TRAFFIC INFRACTIONS

2.42. PROCUREMENT METHOD

3. SPECIFICATIONS

3.1. VEHICLE REQUIREMENTS

3.2. STANDARDS, CODES, RULES, AND REGULATIONS

3.3. STANDARD EQUIPMENT

3.4. MANUALS

3.5. COMPATIBLE EQUIVALENT

3.6. EQUIPMENT, PARTS AND ACCESSORIES

3.7. OPTIONS

3.8. AFTERMARKET COMPONENTS

3.9. ADDITIONAL OPTIONS AND AFTERMARKET COMPONENTS (AOAC)

3.10. AVAILABILITY OF SERVICE & PARTS

3.11. ADVERTISING

3.12. VEHICLE INSPECTION

3.13. PRE-PRODUCTION MEETING

3.14. PILOT MODEL INSPECTION

3.15. GENERAL WARRANTY REQUIREMENTS

3.16. WARRANTY REPAIR BY AUTHORIZED USERS

3.17. POST-DELIVERY SERVICE

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3.18. RECALLS

3.19. TRAINING

4. GENERAL PROVISIONS

4.1. NOTICES

4.2. CAPTIONS

4.3. SEVERABILITY

4.4. COUNTERPARTS

4.5. ENTIRE AGREEMENT

CONTRACT SIGNATURE PAGE

APPENDICES

Appendix A – Standard Clauses for NYS Contracts (October 2019) Appendix B – General Specifications For 40440-23166 Vehicles, Class 1-8 (June 2019) Appendix C – Contract Modification Procedure Appendix D – Lease Vehicles

ATTACHMENTS

Attachment 1 – Contractor information Attachment 2 – Insurance Requirements Attachment 3 – Report of Contract Usage

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STATE OF NEW YORK

OFFICE OF GENERAL SERVICES

AGREEMENT # PCXXXXX

CENTRALIZED CONTRACT FOR THE ACQUISITION OF

VEHICLES, CLASS 1-8 (STATEWIDE)

THIS AGREEMENT (hereinafter the “Contract” or the “Agreement”) is made by and between the People of the State of New York, acting by and through the Commissioner of the Office of General Services (OGS), whose office is on the 36TH Floor, Corning Tower, Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242 (hereinafter referred to as the “State” or “OGS”) and Contractor Name, having its principal place of business at Contractor Address (hereinafter referred to as the “Contractor”). OGS and the Contractor are collectively referred to as the “Parties.”

WHEREAS, OGS is statutorily authorized to enter into centralized contracts for commodities for use by New York State agencies, departments, public authorities, political subdivisions and any other entities authorized by statute to utilize its centralized contracts (hereinafter “Authorized Users”); and

WHEREAS, OGS has identified a need by New York State agencies and other Authorized Users for Vehicles, Class 1-8, as further described herein; and

WHEREAS, OGS issued Solicitation #23166, for Vehicles Class 1-8 (Statewide), which was advertised in the July 25, 2019 edition of the New York State Contract Reporter as required by the New York State Economic Development Law;

and

WHEREAS, the Solicitation was issued for the purposes of establishing a Contract for a Bidder’s complete or partial Vehicle OEM Product Line, as specified by the Bidder, with Product acquisition via an Authorized User competitive Mini- Bid process; and

WHEREAS, the State has determined that the Contractor submitted a responsive proposal, and is willing to provide the OEM Product Line(s) at the minimum discounts set forth in the Contract.

NOW THEREFORE, in consideration of the terms hereinafter mentioned and also the mutual covenants and obligations moving to each party hereto from the other, the Parties hereby agree as follows:

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1. INTRODUCTION

1.1. OVERVIEW

The purpose of this Contract is to provide Authorized Users with a means of acquiring (purchasing or leasing) new Vehicles, Class 1-8. Vehicle acquisition Shall be on an as-needed basis by Authorized Users via a competitive Mini-Bid process (see Section 2.42 Procurement Method).

1.2. SCOPE

This Contract sets forth the terms and conditions governing the purchase or lease of new Vehicles, (including Chassis, Bodies, Complete Vehicles, and associated Options and Aftermarket Components), as specified herein.

The scope of this Contract Shall include one or more of the following Class Vehicles as set forth in Attachment 1 – Contractor Information: Class 1 (1 to 6,000 lb. GVWR), Class 2 (6,001 to 10,000 lb. GVWR), Class 3 (10,001 to 14,000 lb. GVWR.), Class 4 (14,001 to 16,000 lb. GVWR), Class 5 (16,001 to 19,500 lb. GVWR), Class 6 (19,501 to 26,000 lb. GVWR), Class 7 (26,001 to 33,000 lb. GVWR), and Class 8 (33,001 lb. GVWR & Over).

This Contract is for the OEM Product Line(s) available from the Dealer(s), and at the NYS Minimum Chassis Discount(s), if applicable, set forth in Attachment 1 – Contractor Information.

The Vehicles Shall include all standard equipment normally sold and marketed to the retail public, unless otherwise directed by an Authorized User. Vehicles Shall be new, (i.e., the equitable or legal title to which has never been transferred by a manufacturer, distributor or Dealer to an ultimate purchaser). "Demos" or "used" Vehicles are outside the scope of this Contract and Shall not be sold in response to a Mini-Bid.

The following Vehicles are excluded from this Contract:

1. Heavy Construction Equipment (i.e., equipment which is intended for heavy work such as earthmoving, construction, lifting containers or materials, drilling holes in earth or rock, concrete or paving application or street sweeping (e.g., aerial lifts, large towable air compressors, generators and light towers, concrete saws, earth compactors and rollers, backhoes, motor graders, skid-steer loaders, bulldozers, wheel loaders, trenchers, utility tractors, excavators, forklifts, and sweepers), and other related attachments and equipment);

2. Low Speed Vehicles (i.e., a limited use automobile or truck that has a maximum speed greater than 20 miles per hour (mph) but not more than 25 mph and has a GVWR less than 3,000 pounds);

3. School Buses (i.e., every motor vehicle owned, leased or contracted for by a School and operated for the transportation of pupils under the age of 21 years, children of pupils, teachers and other persons acting in a supervisory capacity, to or from School or School activities (i.e., any program for the benefit of pupils, sponsored and supervised by school officials), but does not include a bus designed and sold for operation as a common carrier in urban transportation); and

4. Transit Buses that will be purchased with FTA funding and are available from any OGS Contract awarded under Group 40523 Transit Buses.

1.3. ESTIMATED QUANTITIES

This Contract is an estimated quantity Contract. No specific quantities are represented or guaranteed and the State provides no guarantee of individual Authorized User participation. The Contractor Must furnish all quantities actually ordered at or below the Contract prices. The individual value of each Contract is indeterminate and will depend upon the number of Contracts issued and the competitiveness of the pricing offered. Authorized Users will be encouraged to purchase from Contractors who offer the Products and pricing that best meet their needs in the most practical and economical manner. See Appendix B, Section 28 Estimated/Specific Quantity Contracts and Appendix B, Section 25 Participation in Centralized Contracts.

Numerous factors could cause the actual quantities of Products purchased under a Contract to vary substantially from any estimates provided in the Solicitation. Such factors include, but are not limited to, the following:

• Such Contracts May be non-exclusive Contracts.

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• There is no guarantee of quantities to be purchased, nor is there any guarantee that demand will continue in any manner consistent with previous purchases.

• The individual value of each Contract is indeterminate and will depend upon actual Authorized User demand and actual quantities ordered during the contract period.

• The State reserves the right to terminate any Contract for cause or convenience prior to the end of the term pursuant to the terms and conditions of the Contract.

• Contract pricing that is lower than anticipated could result in a higher quantity of purchases by Authorized Users than anticipated.

• Contract pricing that is higher than anticipated could result in a lower quantity of purchases by Authorized Users than anticipated.

Contractor acknowledges the foregoing and agrees that actual good faith purchasing volumes during the term of the Contract could vary substantially from the estimated quantities provided.

1.4. DEFINITIONS AND ACRONYMS

Capitalized terms used in this Solicitation Shall be defined in accordance with Appendix B, Section 2 Definitions, or as below. Additional definitions that are specific to a Lease Vehicle are included in Appendix D – Lease Vehicles, Section A Lease Vehicle Terms and Conditions, Paragraph 1 Definitions.

“Additional Options and Aftermarket Components (AOAC)” Shall refer to any Option or Aftermarket Component that is either added to or deleted from the Authorized User Specifications for a Vehicle after a Mini- Bid has been awarded.

“Aftermarket Component(s)” Shall mean any accessory, equipment, or feature that is manufactured by an OEM other than the Vehicle OEM, and is not included in the OEM Product Line, and that May be installed on the Vehicle by the Contractor, or third-party.

“Aftermarket Component Provider” Shall refer to the provider of an Aftermarket Component (i.e., Contractor or third-party).

“AOAC Discount” Shall refer to the percentage amount that is deducted from the MSRP (for Single OEM Vehicle or Chassis Options), or Contractor-Published Pricelist (for Body Options and Aftermarket Components), as applicable.

“Authorized User Specifications” Shall refer to the minimum Vehicle, delivery and Lease Vehicle specifications provided by the Authorized User for the Mini-Bid.

“Body(ies)” Shall refer to the portion of a Vehicle which Must be attached to a Chassis in order to carry the load or cargo, and is an incomplete Vehicle without being attached to a Chassis. Examples include aerial lift, ambulance, beverage, box/van, bus, concrete mixer, dump, flat bed, log, pickup, recyclable/refuse, refrigerator, service/utility, stake, sweeper, tank, tow truck, and trailer.

“Body Upfit” Shall refer to the installation of a Body on a Chassis.

“Body Upfitter” Shall refer to a business that installs Bodies on Chassis to form a Complete Vehicle.

“Build-Out Date” Shall mean the last calendar date that a Model Shall be manufactured for a particular Model Year.

“Build Sheet” Shall refer to the document which lists, at a minimum, for the Vehicle(s) offered in a Mini-Bid:

1. The Make and Model of the Vehicle(s);

2. An itemized list of all standard equipment, Options and Aftermarket Components included in the

Vehicle(s); and

3. For Single OEM Vehicles and Chassis, the document Must also include:

A) The MSRP of the standard base Vehicle(s);

B) The MSRP and Option code for each Option included in the Vehicle(s); and C) The total NYS Base MSRP of the Vehicle(s).

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“Built to Specifications” Shall refer to a Vehicle that the Contractor Shall order directly from the OEM(s) and that Shall be built to meet the Authorized User Specifications identified in a Mini-Bid.

“Business Day(s)” Shall mean Monday through Friday, from 8am ET to 5pm ET, exclusive of federal or NYS holidays.

“Chassis” Shall mean the portion of a Vehicle that includes the frame, wheels, and machinery (e.g., engine, transmission, driveshaft, differential, and suspension), and is an incomplete Vehicle until it is joined to a Body.

Chassis includes Chassis cabs, cutaway Chassis, and any other Chassis-only incomplete Vehicle.

“Chronic Failure” Shall refer to a component of a Vehicle or Aftermarket Component that repeatedly fails or becomes inoperable and has to be replaced more than once within the OEM-rated life expectancy of the component.

“Class” Shall refer to a Vehicle classification that is determined based on the Vehicle’s GVWR.

“Compatible Equivalent” Shall mean any Product which, in the sole opinion of the Authorized User, is equal in performance, quality and design in such a way that the Product is directly interchangeable with the referenced Product without modification.

“Complete Vehicle” Shall mean a Vehicle that is ready for use and requires no further manufacturing operations to perform its intended function, and is either 1) a Single OEM Vehicle, or 2) the result of a Body Upfit.

“Contractor-Published Pricelist” Shall refer to the electronic, (i.e., in Excel or PDF format), document(s) issued by the Contractor which lists, among other things, an item number, description and MSRP or Contractor’s standard list price for the Contractor’s complete Product Line.

“Dealer(s)” Shall refer to a distribution source for an OEM, authorized and designated by said OEM, subject to approval by OGS, which May include the OEM or an entity other than the OEM.

“eProcurement Platform” Shall mean the internet platform designated by OGS for the acceptance of new contractor Bids and the processing of Mini-Bids under this Award.

“Final Order Due Date” Shall mean the last calendar date that an Authorized User May issue a Purchase Order to the Contractor in order to have the Vehicle built before Model Year Build-Out Date.

“Grand Total Price For Mini-Bid” Shall refer to, for a Mini-Bid for a Complete Vehicle that includes both a Chassis and a Body, the sum of the Total Price For Mini-Bid for the Chassis plus the Total Price For Mini-Bid for the Body.

“GVWR” Shall refer to Gross Vehicle Weight Rating, which means the maximum total Vehicle weight, measured at the tire-ground interfaces, for which the Vehicle possesses components adequately rated to safely carry.

“Lease(s)” Shall mean an agreement under the Contract between an Authorized User and a Lease Provider, in which the Lease Provider agrees to provide a Lease Vehicle to the Authorized User in return for a periodic payment.

“Lease Vehicle” Shall mean the Vehicle that is provided under the Lease.

“Light Duty Vehicle(s)” Shall mean a mobile machine that is primarily used to transport passengers and cargo (e.g., cars, vans, SUVs, pickup trucks), with a GVWR less than or equal to 10,000 pounds, (i.e., Class 1 through Class 2 Vehicles, as designated by the U.S. Department of Transportation).

“Make” Shall refer to the OEM company name of a Vehicle Model (e.g., Ford, International, Freightliner, Viking, Galion).

“May” Shall mean the permissive in a clause or specification of this Contract. “May” does not mean “required.”

Also see “Shall” and “Must.”

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“Mini-Bid” Shall refer to the competitive procurement process that a Contractor Must participate in to provide a Vehicle to an Authorized User under the Contract.

“Mini-Bid Number” Shall refer to the system-generated number assigned to the Mini-Bid.

“Model” Shall refer to a particular brand of Vehicle sold by an OEM (e.g., Malibu, Explorer, F-450, DuraStar, M2- 106, 450U).

“Model Code” Shall refer to the OEM code used to identify a particular subset of a Vehicle Model.

“Model Year” Shall mean the year used to designate a discrete Model, irrespective of the calendar year in which the Vehicle was actually produced, provided that the production period does not exceed 24 months.

“MSRP” Shall refer to the Manufacturer’s Suggested Retail Price, as published by the OEM.

“Must” Shall mean the imperative in a clause or specification of this Contract. “Must” is synonymous with “required.” Also see “Shall” and “May.”

“MWBE” Shall refer to a business certified with NYS Empire State Development (“ESD”) as a Minority- and/or Women-owned Business Enterprise.

“NYS Aftermarket Components Price” Shall mean the total amount charged to the Authorized User for Aftermarket Components added to the Vehicle, inclusive of delivery, and installation at the Contractor’s normal, published labor rates, which Shall not be more than what is charged to the public at large.

“NYS Base MSRP” Shall refer to the total of the MSRP for either a Single OEM Vehicle or Chassis offered in a Mini-Bid, as applicable, including all standard equipment provided with the Vehicle, all Options necessary to meet the Authorized User Specifications, and all applicable OEM fees, (e.g., destination charges). The NYS Base MSRP does not include Aftermarket Components.

“NYS Base Price” Shall refer to the following:

1. For a Single OEM Vehicle or a Chassis, the NYS Base MSRP minus the NYS Discount; and

2. For a Body, the NYS Price For Vehicle for the Body, excluding the NYS Aftermarket Components Price.

“NYS Discount” Shall mean the actual percentage amount by which the NYS Base MSRP is reduced in both the Contractor’s response to a Mini-Bid and for the purchase resulting from the Mini-Bid.

“NYS Holidays” refers to the legal holidays for State employees in the classified service of the executive branch, as more particularly specified on the website of the NYS Department of Civil Service. This includes the following:

New Year’s Day; Martin Luther King Day; Washington’s Birthday (observed); Memorial Day; Independence Day;

Labor Day; Columbus Day; Veteran’s Day; Thanksgiving Day; and Christmas Day.

“NYS Minimum Discount” Shall mean a minimum percentage amount by which the NYS Base MSRP of a Single OEM Vehicle or Chassis Shall be reduced in a Mini-Bid.

“NYS Price For Vehicle” Shall mean the dollar amount charged to the Authorized User for each Vehicle, and includes all standard equipment provided with the Vehicle, all Options necessary to meet the Authorized User Specifications, and all applicable OEM fees, (e.g., destination charges), all customs duties and charges, all Vehicle preparation and clean-up charges, Aftermarket Components, installation charges, delivery, and all other incidentals included with providing the Vehicle to the Authorized User.

“NYS Vehicle Marketplace” Shall refer to the OGS processes for conducting a Mini-Bid under this Contract, as set forth in Section 2.42 Procurement Method.

“NYS Vendor ID” is a unique ten-character identifier issued by the NYS Office of the State Comptroller (OSC) when the vendor is registered on the NYS Vendor File System.

“OEM” Shall mean Original Equipment Manufacturer.

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“OEM Pricelist” Shall refer to the nationally published or internal document(s) issued by the Vehicle manufacturer which lists, among other things, an Option Code, description and MSRP for the OEM’s Product Line.

“OEM Vehicle Specifications” Shall refer to the document(s) issued by the Vehicle manufacturer which lists, among other things,

1. All standard equipment for the Vehicle;

2. All Options available for the Vehicle, including the code number for each Option; and

3. The MSRP for the Vehicle and available Options.

“Options” Shall refer to accessories, equipment, or features that are available from the OEM and that can be added to, or deleted from, a Vehicle.

“Option Code” Shall refer to an alpha-numerical code (also known as a Feature Code) used by an OEM to identify a particular feature or Option included with, or available for, a Vehicle.

“Pre-Existing Inventory” Shall refer to Vehicle(s) that were manufactured by the OEM prior to posting of the Mini-Bid. Pre-Existing Inventory May either be located at the Contractor’s business location, or another location.

“Procurement Services” Shall refer to a business unit of OGS, formerly known as New York State Procurement (“NYSPro”) and Procurement Services Group (“PSG”).

“Product Line” Shall mean a group of related products manufactured by a single company, or offered by a company in its usual course of business.

“School” Shall mean every place of academic, vocational or religious services or instruction for persons under the age of 21 years, except places of higher education. It Shall include every child care center, every institution for the care or training of the mentally or physically handicapped, and every day camp.

“Shall” Shall mean the imperative in a clause or specification of this Contract. “Shall” is synonymous with “required.” Also see “Must” and “May.”

“Single OEM Vehicle(s)” Shall mean a Complete Vehicle that is marketed and sold under one OEM brand name (e.g., cars, mini-vans, SUVs, and pickups).

“SDVOB” Shall refer to a NYS-certified Service-Disabled Veteran-Owned Business.

“Total Price For Mini-Bid” Shall refer to the following:

1. For a Single OEM Vehicle that is a Vehicle Built to Specifications, the NYS Price For Vehicle, multiplied by the number of Vehicles;

2. For a Single OEM Vehicle that is a Pre-Existing Vehicle, where the method of award is “Lowest price to a single contractor,” the sum of the NYS Price For Vehicle for each Pre-Existing Vehicle offered;

3. For a Chassis (i.e., in either a Chassis-only Mini-Bid or a Mini-Bid for Complete Vehicle that includes both a Chassis and Body), the NYS Price For Vehicle, multiplied by the number of Chassis; and

4. For a Body (i.e., in either a Body-only Mini-Bid or a Mini-Bid for Complete Vehicle that includes both a Chassis and Body), the NYS Price For Vehicle, multiplied by the number of Bodies.

“Vehicle(s)” Shall mean all components of a mobile machine that May be used to transport passengers or cargo.

All components provided under a Mini-Bid (i.e., Chassis, Bodies, Light Duty Vehicles, and Complete Vehicles) but not including any associated Aftermarket Components, are collectively referred to as “Vehicle(s)” in this Contract.

“Written” Shall mean any writing that makes use of words. Examples of Written communications include e-mail, Internet websites, letters, proposals, and contracts.

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2. GENERAL TERMS AND CONDITIONS

This section sets forth the general terms and conditions of the Contract.

2.1. CONTRACT DOCUMENTS AND CONFLICT OF TERMS

Any conflicts among these documents Shall be resolved in the following order of precedence:

1. Appendix A – Standard Clauses for New York State Contracts (October 2019)

2. This document (Base Agreement), the portion of the Contract preceding the Parties’ signatures, and Appendix

D – Lease Vehicles

3. Appendix B – General Specifications For 40440-23166 Vehicles, Class 1-8 (June 2019)

4. Attachment 2 – Insurance Requirements

5. Attachment 1 – Contractor Information

6. Appendix C – Contract Modification Procedure

7. Attachment 3 – Report of Contract Usage

Contractor is responsible for retaining the original of all completed forms submitted through the eProcurement Platform with its Bid for Solicitation 23166, with ink signatures if applicable. The original forms Must be retained by the Contractor for the life of the Contract (a longer retention period than the six (6) year period referenced in Appendix A, Section 10 Records), and Must be provided to OGS upon request.

2.2. APPENDIX B MODIFICATIONS

The following Appendix B clauses are hereby modified for the purposes of this Contract:

1. Appendix B, Section 31 Product Delivery, is deleted and replaced in its entirety by Section 2.16 of this

Contract, Product Delivery.

2.3. CONTRACT TERM AND EXTENSIONS

All Contracts awarded under Solicitation 23166 Shall terminate simultaneously ten (10) calendar years from the date of OGS approval of the first Contract awarded. The Contract term Shall commence after all necessary approvals and Shall become effective upon mailing or electronic communication of the final executed documents to the Contractor (see Appendix B, Section 22 Contract Creation/Execution).

This Contract and all OGS Centralized Contracts resulting from the Solicitation Shall have a co-terminus end date. At the State’s option, the Contract May be extended as set forth in Appendix B, Section 23 Contract Term – Extension. Whether the optional extension is exercised is at the sole discretion of the State. A Contractor Shall retain the right to decline a Contract extension offered under this section. Any Contract extension will be under the same terms and conditions, subject to any additional applicable statutory and policy requirements.

The Contract term provided for in this section Shall extend six (6) months beyond its termination date only for Authorized Users whose contracts Must be registered with the Office of the New York City Comptroller. During the six-month period the definition of Authorized User Shall be deemed to refer only to Authorized Users whose contracts Must be registered with the Office of the New York City Comptroller. This extension is in addition to any other extensions available under the Contract. The extension provided for in this paragraph Shall be upon the then-existing terms and conditions; provided, however, during such extension an Authorized User, as defined in this paragraph, May agree to amend such terms and conditions solely to comply with changes in statutory requirements (e.g. changes in minimum, prevailing or living wages, or regulated services).

2.4. SHORT TERM EXTENSION

This section Shall apply in addition to any rights set forth in Appendix B, Section 23 Contract Term – Extension. In the event a replacement Contract has not been issued, any Contract let and awarded hereunder by the State May be extended unilaterally by the State for an additional period of up to 30 calendar days upon notice to the Contractor with the same terms and conditions as the original Contract and any approved modifications. With the concurrence of the Contractor, the extension May be for a period of up to 90 calendar days in lieu of 30 calendar days. However, this extension automatically terminates should a replacement Contract be issued in the interim.

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2.5. PRICE

Pricing for Vehicles provided under the Contract Shall be subject to the terms and conditions in Sections 2.5 through 2.11. A Contractor providing pricing in a response to a Mini-Bid Must submit such response in the manner communicated by OGS to all Contractors under this Award. This May include the use of a third-party eProcurement Platform, which May dictate the format of data entry and use of the data entered by the Contractor to perform the bid calculation. The required method of submitting Mini-Bid responses is subject to change at the discretion of OGS, without requiring an amendment to this Contract.

Unless otherwise specified by an Authorized User, the NYS Base Price Shall include all customs and duties, OEM destination fee, all Vehicle preparation and clean-up charges, NYS motor Vehicle inspection, installation charges and all other OEM and Dealer incidentals normally included with providing a Vehicle.

Options, when specified in the Authorized User Specifications included with the Mini-Bid, (See Section 3.7 Options), Shall include any and all labor, installation, fittings, connections, etc., that might be needed to attach the Option to the Vehicle so that the Option operates to the Option’s full design capabilities; there Shall be no additional up-charges, fees, etc., for adding Options. If a standard Option is being deleted from a Vehicle, the Contractor Must give the Authorized User proof of the MSRP for the Option if requested, as shown in the OEM or Contractor-Published Pricelist.

2.6. NYS DISCOUNT

The Contractor Shall offer Single OEM Vehicles and Chassis purchased under the Contract at either the NYS Minimum Discount(s) set forth in Attachment 1 – Contractor Information, or a greater discount. The NYS Minimum Discount Must be one (1) percent or greater. A Mini-Bid offer that includes a NYS Discount that is less than the NYS Minimum Discount, and any offer of pricing greater than MSRP, Shall be rejected by the Authorized User.

The Contractor May offer a NYS Discount that is greater than the NYS Minimum Discount set forth in the Contract, for Mini-Bids conducted under the Contract, at any time without prior approval. The Contractor May request an increase to the NYS Minimum Discount set forth in the Contract by submitting Appendix C – Contract Modification Procedure (see Section 2.39 Centralized Contract Modifications). The NYS Minimum Discount May not be decreased during the Contract term.

2.7. NYS AFTERMARKET COMPONENTS PRICE

The NYS Aftermarket Components Price for Aftermarket Components specified by an Authorized User Shall be a discount from MSRP, or Aftermarket Component Provider list price, if applicable. Offers of pricing greater than the MSRP or Aftermarket Component Provider list price in a Mini-Bid, if applicable, Shall result in rejection of the bid. Upon request, Contractors are required to give the Authorized Users a copy of the MSRP, or Aftermarket Component Provider list price, if applicable, for Aftermarket Components.

2.8. NYS PRICE FOR VEHICLE (SINGLE OEM VEHICLES AND CHASSIS)

A Contractor responding to a Mini-Bid for a Single OEM Vehicle, or a Mini-Bid that includes a Chassis (i.e., a Chassis-only Mini-Bid, or a Mini-Bid for Complete Vehicle that includes both a Chassis and a Body), Shall provide a NYS Base MSRP, NYS Discount and, if applicable, NYS Aftermarket Components Price for the Single OEM Vehicle or the Chassis, as applicable. Set forth below is an example of how the NYS Price For Vehicle is calculated for Single OEM Vehicles and Chassis.

Description Price

NYS Base MSRP $60,000.00

NYS Discount [in this example, 23.00% of $60,000 is equal to $13,800] 23.00

NYS Base Price [Automatically calculated: NYS Base MSRP minus NYS Discount]. $46,200.00

NYS Aftermarket Components Price $450.00

NYS Price For Vehicle $46,650.00

Contract PCXXXXX, Contractor Name Page 13

2.9. NYS PRICE FOR VEHICLE (BODY)

A Contractor providing a response to a Mini-Bid that includes a Body (i.e., either a Body-only Mini-Bid, or a Mini- Bid for a Complete Vehicle that includes both a Chassis and a Body), Shall provide the NYS Base Price and, if applicable, NYS Aftermarket Components Price, for the Body. Set forth below is an example of how the NYS Price For Vehicle is calculated for a Body.

NYS Base Price $50,000.00

NYS Aftermarket Components Price $2,000.00

NYS Price For Vehicle $52,000.00

2.10. MINI-BID METHOD OF AWARD

Each Mini-Bid will be ranked and evaluated based on either 1) the NYS Price For Vehicle, 2) the Total Price For Mini-Bid, or 3) the Grand Total Price For Mini-Bid. Set forth below are examples of the method of award for the Vehicles that meet the Authorized User Specifications for each type of Mini-Bid.

1. Single OEM Vehicles (Built to Specifications)

Mini-Bids for Single OEM Vehicles that are for Vehicles Built to Specifications Shall be awarded based on lowest Total Price For Mini-Bid, which is calculated as shown in the example below.

NYS Price For Vehicle $46,500.00

Number of Vehicles 2

Total Price For Mini-Bid [Automatically calculated: NYS Price For Vehicle, multiplied by the number of Vehicles]

$93,000.00

2. Single OEM Vehicles (Pre-Existing)

Mini-Bids for Single OEM Vehicles that are for Pre-Existing Vehicles Shall be awarded as specified by an Authorized User in the Mini-Bid. The method of award Shall be either "Lowest price, per Vehicle," or "Lowest price to a single contractor." Examples of how each method is calculated is shown in the examples below.

A. Lowest price, per Vehicle," to multiple Contractors. Each Pre-Existing Vehicle offered by the

Contractor(s) for the Mini-Bid Shall be ranked based on NYS Price For Vehicle, and award will be made in order from lowest to highest, to the number of Contractors required to fulfill the Vehicle request.

Bidder / Vehicle Description Price

Bidder 1 / Vehicle 1 NYS Price For Vehicle $25,080.00

Bidder 1 / Vehicle 2 NYS Price For Vehicle $25,085.60

Bidder 2 / Vehicle 1 NYS Price For Vehicle $26,090.00

Bidder 1 / Vehicle 3 NYS Price For Vehicle $26,100.00

Bidder 2 / Vehicle 2 NYS Price For Vehicle $28.900.00

Bidder 2 / Vehicle 3 NYS Price For Vehicle $28.950.00

B. Lowest price to a single contractor. Each Contractor that offers the total number of Pre-Existing

Vehicles requested is ranked based on Total Price For Mini-Bid, which is the sum of the NYS Price For Vehicle for each Pre-Existing Vehicle offered. Award will be made to the Contractor with the lowest Total Price For Mini-Bid.

Contract PCXXXXX, Contractor Name Page 14

Bidder 1 / Vehicle 1 NYS Price For Vehicle $25,080.00

Bidder 1 / Vehicle 2 NYS Price For Vehicle $25,085.60

Bidder 1 / Vehicle 3 NYS Price For Vehicle $26,100.00

Bidder 1 Mini-Bid Offer Total Price For Mini-Bid $76,265.60

Bidder 2 / Vehicle 1 NYS Price For Vehicle $26,090.00

Bidder 2 / Vehicle 2 NYS Price For Vehicle $28.900.00

Bidder 2 / Vehicle 3 NYS Price For Vehicle $28.950.00

Bidder 2 Mini-Bid Offer Total Price For Mini-Bid $83,940.00

3. Complete Vehicles (Chassis and Body)

Mini-Bids for Complete Vehicles that include both a Chassis and a Body Shall be awarded based on lowest Grand Total Price For Mini-Bid, which is the sum of the Total Price For Mini-Bid for the Chassis and the Total Price For Mini-Bid for the Body. An example of the calculation is shown below.

NYS Price For Vehicle (Chassis) $36,500.00

Number of Vehicles (Chassis) 2

Total Price For Mini-Bid (Chassis) [Automatically calculated: NYS Price For Vehicle, multiplied by the number of Vehicles]

$73,000.00

NYS Price For Vehicle (Body) $66,250.00

Number of Vehicles (Body) 2

Total Price For Mini-Bid (Body) [Automatically calculated: NYS Price For Vehicle, multiplied by the number of Vehicles]

$132,500.00

Total Price For Mini-Bid (Chassis) $73,000.00

Total Price For Mini-Bid (Body) $132,500.00

Grand Total Price For Mini-Bid [Automatically calculated: the sum of the Total Price For Mini-Bid (Chassis) plus the Total Price For Mini-Bid (Body)]

$205,500.00

4. Chassis-Only)

Mini-Bids that are for only a Chassis, with no Body Upfit, Shall be awarded based on lowest Total Price For Mini-Bid for the Chassis, which is calculated as shown in the example below.

NYS Price For Vehicle (Chassis) $36,500.00

Number of Vehicles (Chassis) 2

Total Price For Mini-Bid (Chassis) [Automatically calculated: NYS Price For Vehicle, multiplied by the number of Vehicles]

$132,500.00

Contract PCXXXXX, Contractor Name Page 15

5. Body-Only)

Mini-Bids that are for only a Body, with no Chassis, Shall be awarded based on lowest Total Price For Mini- Bid for the Body, which is calculated as shown in the example below.

NYS Price For Vehicle (Body) $66,250.00

Number of Vehicles (Body) 2

Total Price For Mini-Bid (Body) [Automatically calculated: NYS Price For Vehicle, multiplied by the number of Vehicles]

$73,000.00

2.11. ADDITIONAL OPTIONS AND AFTERMARKET COMPONENTS (AOAC) PRICE

The following terms and conditions apply to the AOAC price. See Section 3.9 Additional Options and Aftermarket Components (AOAC) for terms and conditions applicable to offering AOAC under the Contract.

1. Unless otherwise agreed-upon by the Authorized User, the AOAC Discount Shall be at five (5) percent or a greater discount. Offers of pricing greater than either the MSRP on the OEM Pricelist, or the standard list price on the Contractor-Published Pricelist, as applicable, Shall be rejected by the Authorized User.

2. If an AOAC is being added to the Vehicle awarded in the Mini-Bid, the AOAC Discount Shall be applied to the MSRP on the OEM or Contractor-Published Pricelist, as applicable, to yield a NYS Contract Price. The price for the AOAC Shall be added to the applicable NYS Price For Vehicle.

3. If an AOAC is being deleted from the Vehicle awarded in the Mini-Bid, the MSRP of the AOAC Shall be subtracted from the NYS Base MSRP (for a Single OEM Vehicle or a Chassis) or NYS Base Price (for a Body), and the applicable NYS Price For Vehicle Shall be recalculated to reflect the deletion.

2.12. ORDERING

Purchase Orders Shall be made in accordance with the terms set forth in Appendix B, Section 30 Purchase Orders. Authorized Users May submit orders by hard copy, and, if available, May submit orders electronically via web-based ordering, e-mail, or facsimile at any time. Orders submitted Shall be deemed received by Contractor on the date submitted.

All Purchase Orders are to include the following information;

1. Purchase Order Number

2. Contract number;

3. Contractor business name;

4. Contractor NYS Vendor ID Number;

5. NYS Vehicle Marketplace Mini-Bid Number;

6. General description of Vehicle(s);

7. Make, Model and Model Code of the Vehicle(s);

8. Option Code(s) and descriptions, if applicable;

9. Make, Model, part numbers and descriptions, of Aftermarket Components, if applicable;

10. NYS Price For Vehicle(s);

11. Quantity ordered;

12. Total Price For Mini-Bid;

13. Total Aftermarket Component cost, if applicable; and

14. Liquidated damages, if any.

All Purchase Orders Shall reference Contract number, requisition, and/or Purchase Order number (if applicable).

Upon Contractor’s receipt of an order, confirmation is to be provided to the Authorized User electronically or via facsimile. Order confirmation should be sufficiently detailed, and include, at a minimum, purchase price, date of order, delivery information (if applicable), Authorized User name, and sales representative (if applicable).

Contractor’s issuance of an order confirmation Shall be deemed a representation to the Authorized User that the Contractor has received and reviewed the Purchase Order and has entered the order with the OEM and that the

Contract PCXXXXX, Contractor Name Page 16 manufacturer has accepted the order and assigned an order number and anticipated build and delivery dates.

See also Section 2.20 Delivery Time.

2.13. PURCHASING CARD ORDERS

If the Contractor accepts orders using the State’s Purchasing Card (see Appendix B, Section 15 Purchasing Card), also referred to as the Procurement Card, the Contractor Shall not charge or bill the Authorized User for any additional charges related to the use of the Purchasing Card, including but not limited to processing charges, surcharges or other fees.

2.14. MINIMUM ORDER

There is no minimum order amount for this Contract.

2.15. INVOICING AND PAYMENT

Invoicing and payment Shall be made in accordance with the terms set forth in Appendix B, Section 45 Contract Invoicing.

The Contractor is required to provide the Authorized User with one invoice for each Purchase Order at the time of delivery. The invoice Must include detailed line item information to allow Authorized Users to verify that pricing at point of receipt matches the Contract price on the original date of order. At a minimum, the following fields Must be included on each invoice:

• Contractor Name

• Contractor Billing Address

• Contractor Federal ID Number

• NYS Vendor ID Number

• NYS Vehicle Marketplace Mini-Bid Number

• NYS Contract Number

• Name of Authorized User indicated on the Purchase Order

• NYS Agency Unit ID (if applicable)

• Authorized User’s Purchase Order Number

• Order Date

• Invoice Date

• Invoice Number

• Invoice Amount

• Make, Model, and Model Code of the Vehicle(s)

• Make, Model, part numbers and descriptions, of Aftermarket Components, if applicable;

• NYS Price For Vehicle(s)

• Quantity

• Total Price For Mini-Bid

Cost centers or branch offices within an Authorized User May require separate invoicing as specified by each Authorized User. The Contractor's billing system Shall be flexible enough to meet the needs of varying ordering systems in use by different Authorized Users. Visit the following link for further guidance for vendors on invoicing:

https://bsc.ogs.ny.gov/content/vendor-information.

2.16. PRODUCT DELIVERY

Contractors Shall be required to deliver Vehicles anywhere within New York State boundaries, as designated by the Authorized User in the Mini-Bid and on the Purchase Order. The following terms and conditions apply to Delivery:

1. The Contractor agrees to bear the risk of loss, injury, or destruction of the Product ordered, prior to receipt of the Vehicle by the Authorized User.

2. Delivery Shall be made in accordance with instructions on the Purchase Order from each Authorized User. It Shall be presumed that the Contractor received the Purchase Order on the third Business Day following the date of the Purchase Order, unless the Contractor provides credible evidence to the Authorized User that the https://bsc.ogs.ny.gov/content/vendor-information

Contract PCXXXXX, Contractor Name Page 17 order was received on a later date. If there is a discrepancy between the Purchase Order and what was listed in the Mini-Bid or agreed upon after tentative award of the Mini-Bid it is the Contractor’s obligation to seek clarification from the ordering Authorized User and, if applicable, from OGS.

3. Contractor Shall secure a signed receipt from the Authorized User certifying delivery of a Vehicle and odometer reading. from Vehicles that have an odometer. In the event deficiencies are later noted and a properly signed receipt cannot be found, Contractor Shall be responsible for certifying delivery and odometer reading.

4. Pursuant to Appendix B, Section 33 Shipping/Receipt of Product, freight terms are F.O.B. Destination.

5. An Authorized User May choose to stagger the delivery of Vehicles over a period of time, and to multiple delivery locations, as specified on the Purchase Order. For example, an Authorized User May order forty (40) Vehicles with instructions to deliver four (4) Vehicles to each of ten (10) locations over a period of time.

6. Upon mutual agreement, delivery locations May be expanded per Section 2.38 Non-State Agencies

Participation in Centralized Contracts.

2.17. PRE-DELIVERY INSPECTION OF VEHICLE(S) WITH BODY UPFIT

At the discretion of the Authorized User, the Contractor May be required to present a Vehicle with a Body Upfit for pre-delivery inspection. The terms and conditions of such inspection(s) Shall be provided by the Authorized User, and should be agreed upon by the Contractor and Authorized User prior to scheduling production. This inspection Shall take place inside a building and on a dry Vehicle at the OEM’s facility or Contractor’s place of business, as mutually agreed upon by the Contractor and the Authorized User. When pre-delivery inspection is required, the Contractor Shall make no delivery of a Vehicle without Written approval of the Authorized User.

The Contractor Shall notify the Authorized User that the Vehicle is ready for inspection. Within five (5) Business Days of the Contractor’s notification, the Authorized User Shall send a qualified inspector(s) to the mutually agreed upon location, to accomplish the inspection of the Vehicle before delivery. Upon arrival of the inspector(s) at the facility, the Contractor Shall assign a mechanic, a runner and a delivery bay to the inspector. If multiple Vehicles are being inspected, it is the Contractor's responsibility to properly itemize, organize and segregate all pre-delivery inspection Vehicles from any other Vehicles. The above areas of responsibility Must be accomplished in order to facilitate an expeditious and orderly inspection flow. This Shall also allow discrepancies to be corrected while the inspector is located at the Contractor's facility.

Inspected Vehicles which are found to not meet the specifications of the Mini-Bid or any other agreed-upon deviation Shall be rejected (see also Appendix B, Section 36 Rejected Product). All rejected Vehicles Shall be corrected, at the expense of the Contractor, and the corrected Vehicle Shall be presented for re-inspection within ten (10) working days. The Authorized User May cancel the Purchase Order if the Contractor fails to correct any problem, without incurring any cost or fee.

2.18. CONDITION ON DELIVERY

Vehicles Must be delivered strictly in accordance with the Authorized User Specifications and Shall be "Ready for Use," and/or as requested by the Authorized User. Each Vehicle and its components Shall be completely assembled, serviced and ready for use when delivered to the Authorized User. Unless specified otherwise, any parts, components, equipment, controls, materials, features, performances, capacities, ratings or designs which are standard and/or necessary to form an efficient and complete working Vehicle Shall be furnished whether specifically required herein or not. Additionally, each Vehicle Shall, at no additional cost to the Authorized User:

1. At point of acceptance, have an odometer reading that is consistent with the miles, in distance, to the anticipated odometer mileage incurred between the OEM factory, the Contractor’s place of business, other mutually agreed upon location, if applicable, and the point of delivery. Note: In the event that a Vehicle is delivered with an odometer reading that the Authorized User considers to be excessive, the Contractor Shall be required to provide a reasonable explanation for the odometer reading. Vehicles that are delivered with an odometer reading that is considered excessive without a reasonable explanation May be rejected. Chassis Shall only be used for transport of other Chassis (e.g., as “mule” trucks), that are included in the Authorized User’s delivery.

Contract PCXXXXX, Contractor Name Page 18

2. Be certified to meet or exceed requirements to obtain a NYS registration. The GVWR Shall be identified in the Chassis on the certification label. The Gross Combined Weight Rating (GCWR) Shall be identified by a decal in the cab indicating the approved weight which can be towed, if applicable.

3. Include the proper forms to apply for a NYS registration. These forms Shall include, but are not limited to:

A. Required from Contractors in New York State: MSO (Manufacturer’s Statement of Origin), MV50 Retail

Certificate of Sale (except for trailers with an unladen weight under 1,000 lb.; Include lienholder information when required by Authorized User), and MV82 (Vehicle Registration/Title Application); or

B. Required from Contractors outside New York State: Manufacturer’s Certificate or Statement of Origin, and Odometer Disclosure Statement (This is not required if the Manufacturer’s Certificate/Statement of Origin includes the odometer disclosure.) When a lien is required by the Authorized User, Out of state dealers Must additionally prepare a Notice of Lien (MV-900) and either (1) ensure it is submitted with the Title Application/Registration Paperwork, or (2), supply proof that the MV-900 was sent directly to the Title Bureau upon completion of the sale.

4. Have a valid NYS inspection sticker and a valid NYS emissions inspections sticker. Unless otherwise instructed by the Authorized User, all NYS state inspection requirements are the sole responsibility of the Contractor. See Section 3.12 Vehicle Inspection.

5. Have the OEM’s recommended pre-delivery service completed.

6. Have the Chassis OEM’s Model and Model Code stated on a decal affixed to the inside of the driver's side door.

7. Be clean, lubricated, serviced, with the fuel gauge registering no less than one half full, all adjustments completed, all components fully functional and operational, and the Vehicle in "road ready" condition.

8. Have permanent antifreeze to protect it at a level of -34 °F. Only a low silicate type anti-freeze Shall be used for Vehicles having diesel engines.

9. Be free from all Dealer signs/emblems. See Section 3.11 Advertising.

10. Include a copy of the OEM warranty and service policy with all warranty vouchers, certificates and coupons.

Delayed warranty forms are to be provided with the required motor Vehicle paper work.

11. Have each Chassis, Body, and other applicable components identified with an identification tag that provides the OEM’s name, Model, and individual serial number if applicable. Tags Shall be affixed in an accessible and readable position on the item.

12. If a Vehicle with a Body Upfit, include a bill of materials or line-setting ticket. The bill of materials Shall list by part number, capacity, size or otherwise, all major components of the Vehicle (engine, frame, transmission, drive line, axles, alternator, storage battery, fuel tank, etc.). The bill of materials Shall be at least as comprehensive as the OEM’s line-set ticket.

13. If towed to the Authorized User for delivery, the towing device May not be attached in such a way that holes are drilled in the bumper of the Vehicle being towed. Drilling of holes in the Vehicle bumpers is not permitted.

Any bumper damaged by a towing device Shall be replaced by the Contractor at no charge to the Authorized User.