540-19.pdf

Request for Proposal No.: 540-19 Location: All Districts Commodity: Statewide Parts Management Pricing: http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/PurchDocs/540pricing.xls

State of Ohio, Department of Transportation Office of Contract Sales, Purchasing Services

Jerry Wray, Director

Proposal Submission Deadline (Opening Date):

November 29, 2018 at 2:00 p.m. eastern time

Submitted by:

Company Name:

Federal Tax ID No.:

Physical/Mailing Address: Remit to Payment Address:

Street Address:

P.O. Box:

City:

St:

Zip:

Contact Person and Phone Number:

(authorized to answer questions about your company’s bid)

E-Mail Address (required):

(person who filled out bid)

E-Mail Address (required):

(for notification of future bid opportunities)

Telephone Number 800 Number Fax Number

Return Properly Marked, Complete Bid Packages To:

Ohio Department of Transportation Office of Contract Sales, Purchasing Services, 1st floor 1980 West Broad St. Mail Stop 4110 Columbus, OH 43223

PROPOSERS MUST SUBMIT ANY QUESTIONS, CLARIFICATIONS, OR INQUIRIES REGARDING THIS

INVITATION TO BID VIA THE FOLLOWING WEBSITE:

http://www.dot.state.oh.us/Divisions/ContractAdmin/Contracts/Pages/PurchasePBQ.aspx

OHIO DEPARTMENT OF TRANSPORTATION

REQUEST FOR PROPOSALS (RFP)

PARTS MANAGEMENT PROJECT

RFP 540-19

SECTION I. GENERAL OVERVIEW

1.1 BACKGROUND & PURPOSE

ODOT seeks a qualified Contractor to administer parts integration, operations and warehousing services through on-site operations at ODOT’s Central Garage and eleven (11) District facilities. Quick repair of vehicles is essential to minimize the amount of time equipment is out of service and to maximize the efficiency of mechanics/technicians. ODOT requires a reliable and complete source of repair and maintenance parts during regular and emergency operations to service Department needs efficiently.

The purpose of this RFP is to establish a contract for parts integration, operations and warehousing services as described in the Vehicle and Equipment Parts Management Project Services Agreement which is attached as Attachment A. Capitalized terms in this RFP shall have the same meaning as set forth in Attachment A. To the extent that they are inconsistent, the terms found in Attachment A shall control over any terms found in this RFP.

SECTION II. PROPOSAL SUBMITTAL AND EVALUATION

2.1 The Maintenance Contractor (hereinafter “Proposer”) duties shall include the following items:

A. Proposal Delivery

Sealed proposals to this RFP will be received until 2:00 pm eastern on November 29, 2018 time via .pdf, and sent to: contracts.purchasing@dot.ohio.gov.

No proposals will be accepted after the time specified. No facsimile transmissions will be accepted. ODOT reserves the right to reject any or all proposals.

All materials submitted in accordance with this solicitation become the property of the State of Ohio and shall not be returned. All materials submitted in accordance with this solicitation shall remain confidential until a contract is executed at which time all submitted information becomes a part of the public record.

Pursuant to O.R.C. 149.43 (A)(1)(v) and 1333.61(B), ODOT will not disclose any information clearly marked as trade secret without giving the owner of those trade secrets the opportunity to defend their release.

The proposals should clearly indicate the following information:

➢ Request for Proposal

➢ Parts Management Project

➢ Title of Proposal

➢ Offeror Name

Proposals shall be on 8 ½ inch by 11 inch and shall have a maximum page limit of 50 pages. ODOT will additionally accept necessary drawings required by the proposal on 11 X 17-inch paper. These will not be counted for the purposes of the maximum page limit. One side of a sheet is one page. Proposals more than the maximum page limit will be considered informal and may not be accepted for consideration. The proposals shall contain a cover letter signed by a representative or officer authorized to bind the Offeror.

This sheet shall not be considered as part of the maximum page limit. Individuals of the offering organization authorized to negotiate a contract with ODOT based on the proposal shall be identified by name, title, address and telephone number.

mailto:contracts.purchasing@dot.ohio.gov

B. Proposal Content

Any content received in a proposal may, at the discretion of ODOT, be included in the contract with the selected Contractor. Proposals may include information in addition to the requirements that are laid out below. The proposal shall include as a minimum:

1. Cover Letter

Provide a cover letter that acknowledges receipt of this RFP and all addenda.

2. Legal Actions (all participating companies)

Provide a brief description of all legal actions for the past three (3) years in which any participating company has been involved, including but not limited to:

• A debtor in bankruptcy; or

• Circumstances surrounding any contract defaults; or

• A defendant in a lawsuit for deficient performance under a contract; or

• A respondent in an administrative action for deficient performance on a project; or

• A defendant in a criminal action; or

• A principal in any action taken against an insurance or bonding company.

3. Financial Capacity

a. References (Financial Related):

Provide at least three business references for all organizations that will be principally involved in providing the services requested by this RFP. References may be called upon to discuss such matters related to financial strength, stability, credit history and general business reputation. Include the name of organization as well as the name, address and telephone number of contact person.

b. Financial Statements (all participating companies):

Provide complete audited financial statements for the two most recent operating years, including 10K statements, if prepared. Financial statements should include income statements, balance sheets and cash flow statements, along with accompanying notes. This information is required for each participant company comprising the principal organization. Companies should also furnish a review of the operations of the business for the two most recent operating years or annual reports to owners or stockholders. ODOT recognizes the sensitive nature of the financial information requested. If desired by the submitting organization, sensitive material may be marked "CONFIDENTIAL" and submitted in a separate envelope.

Such information will be used solely by ODOT for the purpose of evaluation and will be kept confidential to the extent allowed by Ohio law.

4. Implementation / Transition Plan

Provide a detailed implementation / transition plan that demonstrates your understanding of the project and your approach to transition parts stores from the current contractor as required by Attachment A. Include any renovations or modifications you anticipate making to ODOT facilities. Provide your plan for bringing the stores online. ODOT’s goal is to start the transition March 1, 2019 and have all 12 stores completely transitioned and operational by May 31, 2019.

5. Management Plan

Provide a detailed management plan that demonstrates your understanding of the project and your approach to fulfilling the requirements in Attachment A. The management plan should specifically address the following topics. The plan may include other topics not included in the following list:

• Statewide staffing plan with position descriptions and staff levels identified by specific store. Identify positions that may perform activities at more than one location or statewide.

• Plan for statewide management of inventory to ensure distribution at each Parts Store in accordance in Attachment A.

• Performance standards that will be incorporated in the Agreement. Performance standards shall include at a minimum:

o Percentage of required inventory that Offeror will have on demand at each part store.

o Percentage of required inventory that Offeror will be able to provide within 24 to 48 hours.

• Plan for dealing with emergency situations / response service.

• Plan for warranty parts and training.

• Plan for integrating with ODOT’s information systems and reconciliation of parts orders and prices.

• Security plan for each part store.

• Environmental compliance plan.

• Plan for purchasing from Minority Business Enterprises.

• Resumes for individuals identified in the management plan that are committed to the project

6. Past Performance and Experience

Proposer must have three years’ experience providing similar services to those described in Attachment A to a public agency. Describe Offeror’s experience in providing similar services and provide examples of projects in progress or completed since 2010.

7. Cost Proposal

, Complete the annual fixed fee and Emergency Operations hourly fee by completing (Exhibit G of Attachment A). If Proposer intends to purchase any parts from an affiliated entity, describe how the cost of purchase will be determined for the reimbursement as described in Attachment A. The cost proposal should be supplied separately and marked so as not to be opened prior to the review of the technical proposal, again, in a .pdf format.

8. Exceptions/Deviations

Offerors shall specify their requests for any exceptions/deviations from the terms and conditions included in Attachment A. Any exceptions or deviations taken must contain sufficient amplification and justification to permit evaluation. Descriptions of no more than one-half page of each exception and deviation, if any, shall be consolidated in the appropriate section of the proposal. An exception to specific items or provisions of Attachment A implies that the Offeror cannot or does not intend to meet the requirements of that item or provision. An alternative to that item or provision shall be included in the proposal. Offerors are advised that their proposals may be rejected as nonresponsive upon consideration of the exceptions taken. Unless identified as an exception or deviation, the Department will not negotiate the terms of Attachment A and Proposer shall execute the Agreement as written upon award as set forth below.

C. Optional Pre-Proposal Conference and Question Period

Site visits will be held at multiple locations and times. These can be found listed in Attachment B. An ODOT representative will be There to take attendance at these visits.

Those who will attend the conference are required to advise Todd VanKirk via email at least 48 hours prior to the scheduled start of the meeting. Todd.VanKirk@dot.ohio.gov. (1-614-466-3209)

Proposers may submit questions or request clarifications at any time. All such requests shall be made using the following website:

D. Vehicle and Equipment Data

Data and other information related to this procurement is available at the following link http://www.dot.state.oh.us/Divisions/Facilities/EquipMgt/EMS/Documents/Ohio%20DOT%20List%20of%20A ctive%20Vehicles%20as%20of%2010-16-18.xlsx mailto:Todd.VanKirk@dot.ohio.gov http://www.dot.state.oh.us/Divisions/Facilities/EquipMgt/EMS/Documents/Ohio%20DOT%20List%20of%20Active%20Vehicles%20as%20of%2010-16-18.xlsx http://www.dot.state.oh.us/Divisions/Facilities/EquipMgt/EMS/Documents/Ohio%20DOT%20List%20of%20Active%20Vehicles%20as%20of%2010-16-18.xlsx

SECTION III. EVALUATION CRITERIA OF SUBMITTED

PROPOSALS

A. Evaluation Procedure

A selection committee appointed by ODOT will review the proposals. The selection committee will make an initial assessment of the proposals and will develop a list of up to three (3) Proposers who will provide the best value and quality to ODOT. ODOT will use the criteria identified below in making this determination.

These three (3) Proposers will be required to make an oral presentation to the selection committee. The oral presentations will take place at 1980 West Broad Street, Columbus, Ohio 43223 at a time to be determined by ODOT.

Attendance at the oral presentation will be restricted to three representatives of the Proposer, staff members of ODOT and selection committee members. The order of presentations will be determined by random drawing. Proposers will be notified of their presentation time at least two weeks before the presentation date.

Oral presentations will be limited to one and one-half hours per Proposer. Proposers may use audio-visual aids. A video and computer capable multi-media projector will be available. If any other equipment is needed, it will be the Proposers’ responsibility to provide those items. Proposers must constrain their presentation to information provided in their proposals. Introduction of new material in the course of an oral presentation may constitute grounds for rejecting the written proposal as incomplete or informal.

Brochures, forms, or other items mentioned in the proposal shall not constitute new material. ODOT reserves the right to record oral presentations for its exclusive review in the course of the proposal selection process. Any recordings of oral presentations shall become the exclusive property of ODOT and will not be available publicly until after contract award.

After the presentations are completed, ODOT will rank the three Proposers. ODOT will use the criteria identified below in ranking the Offerors. ODOT will execute a contract with the highest ranked Proposer. If ODOT is unable to reach an agreement with the highest ranked Proposer, ODOT will attempt to contract with the second highest ranked Offeror. This process will continue until a contract is executed.

B. Evaluation Criteria

The award will be made to the Offeror proposing the best quality and value to ODOT. The Best Value Proposal will be the proposal that achieves the highest score out of 1000 possible points. Scored elements of the Proposal will be evaluated on a comparative basis with the highest quality proposal receiving the highest number of points in a category.

The Cost Proposal will be evaluated on a comparative basis using the following formula. Cost points = (lowest Offeror’s cost/Offeror’s cost) x Maximum Available Cost Points as indicated above, “Scoring Breakdown”. “Cost” = Maximum Cost identified in the Cost Summary section of Offeror Proposals. In this method, the lowest cost proposed will receive the Maximum Available Cost Points.

Pass fail elements will be evaluated to determine if the information is responsive to the requirements of the RFP and whether, in ODOT’s sole discretion, the information demonstrates an unreasonable risk that the Proposer will can fulfil contract requirements.

The selection committee will evaluate the following portions of the RFP weighted as shown:

1. Cover Letter – pass/fail

2. Legal Actions – pass/fail

3. Financial Capacity – pass/fail

4. Cost Proposal - 350 points possible

5. Management Plan – 200 points possible

6. Implementation / Transition Plan –200 points possible

7. Past Performance and Experience – 50 points possible

8. Exceptions/Deviations – 150 points possible

9. Presentation – 50 points possible

Attachment A - AGREEMENT BETWEEN

THE STATE OF OHIO

BY AND THROUGH THE

OHIO DEPARTMENT OF TRANSPORTATION

AND

CONTRACTOR

FOR

VEHICLE AND EQUIPMENT PARTS MANAGEMENT PROJECT

SERVICES AGREEMENT

March 1, 2019

TABLE OF CONTENTS

ARTICLE 1. PRELIMINARY MATTERS

1.1 Definitions

1.2 Interpretation

1.3 Rules of Construction

ARTICLE 2. TERM

ARTICLE 3. DUTIES AND RESPONSIBILITIES OF CONTRACTOR

3.1 Scope of Services

3.2 Service Spaces

3.3 Supply, Inventory Management and Distribution of Parts

3.4 ODOT Reservation of Right to Replace Contractor (or Subcontractor) Staff ... 23

3.5 Records, Audits, and Reports

3.6 No Security Interest

3.7 Deliverables

3.8 Standards of Performance

3.9 Minority Business Enterprises Commitment

ARTICLE 4. COMPENSATION

4.1 Method and Basis of Compensation

4.2 Credits, Rebates, and Discounts

4.3 Taxes

4.4 Non-Appropriation

4.5 Subcontractor Payments

ARTICLE 5. CONFIDENTIALITY

ARTICLE 6. Insurance

ARTICLE 7. INDEMNIFICATION

7.1 General Indemnity

7.2 Defense Obligation

7.3 Waiver and Survival

ARTICLE 8. EVENT OF DEFAULT

ARTICLE 9. REMEDIES AND EARLY TERMINATION

9.1 Remedies

9.2 Early Termination

9.3 Suspension

9.4 Right to Offset

9.5 Disposition of Inventory Upon Expiration or Termination of Agreement

ARTICLE 10. DISPUTES

10.1 Dispute Notice

10.2 Executive Negotiations

10.3 Non-Binding Mediation

ARTICLE 11. TRANSITION

ARTICLE 12. COMPLIANCE WITH LAWS

12.1 Subsequent Legislation, Regulations, Procedures

12.2 Drug Free Workplace

12.3 Equal Employment Opportunity

12.4 Ohio Ethics and Election Law Requirements

12.5 Banning the Expenditure of Public Funds on Offshore Services

12.6 Representation Regarding Finding for Recovery

12.7 No Exclusion

ARTICLE 13. SPECIAL CONDITIONS

13.1 Warranties and Representations

13.2 Ownership of Documents

13.3 Copyright Ownership

13.4 Assignments and Subcontracts

13.5 Joint and Several Liability

13.6 Business Documents

13.7 Conflicts of Interest

13.8 Non-liability of Public Officials

ARTICLE 14. MISCELANEOUS

14.1 No Broker

14.2 Cooperation

14.3 Binding Effect

14.4 Notices

14.5 Waivers and Amendments

14.6 Severability

14.7 Survival

14.8 Counterparts

14.9 Authority

14.10 Independent Contractor

14.11 Governing Law

14.12 Entire Agreement

14.13 Boycotting

14.14 Antitrust Assignment to ODOT

14.15 Further Assurances

EXHIBIT A PARTS STORES AND CONSIGED INVENTORY LOCATIONS

EXHIBIT B STANDARDS OF PERFORMANCE

EXHIBIT C PARTS STORES HOURS OF OPERATION

EXHIBIT D GOODS AND SERVICES

EXHIBIT E EXCLUDED INVENTORY

EXHIBIT F BACKGROUND CHECK REQUIREMENTS

EXHIBIT G COMPENSATION PER ODOT FACILITY

EXHIBIT H INSURANCE

EXHITBIT I BILLING PROCESS……………………………………………………………..

Parts Management Project Services Agreement

This PARTS MANAGEMENT PROJECT SERVICES AGREEMENT (this “Agreement”) is entered into as of [MONTH DAY, YEAR] the “Effective Date”), by and between the State of Ohio, acting by and through the Ohio Department of Transportation (“ODOT”), having its principal office at 1980 West Broad Street, Columbus, Ohio 43223, and [CONTRACTOR]. (“Contractor”), a [Description and address of Contractor].

WHEREAS, ODOT owns and operates certain maintenance and repair facilities for its motor vehicle and equipment fleet and maintains inventory at 12 district facilities, 88 county garage facilities, one central garage location and 144 outposts;

WHEREAS, ODOT has performed parts integration, operations, and warehousing services at its central garage and 11 of its district facilities through a Contractor since September 6th, 2012 the contract for which shall expire on June 30, 2019;

WHEREAS, ODOT issued a Request for Proposals(the “RFP”) for a public-private partnership pursuant to O.R.C. 5501.70 to 5501.83 to ensure uninterrupted supply of vehicle and equipment parts upon expiration of the current contract;

WHEREAS, of all responses to the RFP received by ODOT, the response submitted by Contractor (the “Proposal”) was determined to be the most advantageous to ODOT;

WHEREAS, ODOT has negotiated with Contractor for the provision of the parts management services described in this Agreement; and

WHEREAS, Contractor desires to perform the parts management services specified in this Agreement in accordance with the terms and conditions specified in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ODOT and Contractor agree as follows:

ARTICLE 1. PRELIMINARY MATTERS

1.1 Definitions

The following words and phrases shall have the following meanings for purposes of this Agreement:

“Agreement-Year” shall mean each State Fiscal Year, or portion thereof, during the term of this Agreement, provided that the first Agreement-Year shall be the period from the Effective Date of this Agreement through June 30, 2021.

“Contractor Parts” shall mean vehicle parts, equipment, materials, supplies and fluids (except for fuel) other than ODOT Parts, kept in Contractor’s inventory for the purposes of this Agreement, including original equipment manufacturer parts procured by Contractor.

“Consigned Inventory” shall mean inventory located at one of the Consigned Inventory locations identified in Exhibit A.

“Emergency Operations” shall mean operation of a Parts Store at any time other than those times identified on Exhibit C.

“EIMS” shall mean ODOT’s equipment management system.

“Existing Contractor” shall mean the contractor currently providing services under a previous similar agreement.

“Existing Contractor Parts” shall mean vehicle parts, equipment, materials, supplies and fluids (except for fuel) other than ODOT Parts, kept in Existing Contractor’s inventory for the purposes of performing services under a previous similar agreement.

“Initial Term” shall mean the term beginning on execution of this Agreement and expiring on June 30, 2019

“Losses” shall mean, individually and collectively, liabilities of every kind, including losses, damages and reasonable costs, payments and expenses (including court costs and reasonable attorneys’ fees and disbursements), penalties, fines, orders, decrees, liens, debts, charges, claims, demands, actions, suits, proceedings, judgments or settlements, any or all of which in any way arise out of or relate to the acts or omissions of Contractor, its employees, agents and Subcontractors.

“Minority Business Enterprise” shall mean a business, or a partnership, corporation, or joint venture of any kind that is (i) owned and controlled by United States citizens, which citizen or citizens are residents of the State of Ohio and are members of one of the following economically disadvantaged groups: Blacks or African Americans, American Indians, Hispanics or Latinos, and Asians, and (ii) certified as a minority business enterprise by the Ohio Department of Administrative Services Equal Opportunity Coordinator pursuant to Ohio Revised Code §123.151 and Ohio Administrative Code §123:2-15-01.

“ODOT Parts” means winter items, custom parts, and other vehicle parts, equipment, and materials, owned by ODOT and managed by Contractor for distribution to ODOT.

“Parts Store(s)” shall mean an on-site operation at the ODOT central garage and 11 district facilities identified on Exhibit A.

“Renewal Term” shall mean any two Agreement-year term occurring after the expiration or termination of the Initial Term.

“Services” shall mean the services, duties, and responsibilities described in Article 3 of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.

“Service Spaces” shall mean the space designated by ODOT and licensed to Contractor for performance of the Services.

“State” shall mean the State of Ohio.

“State Fiscal Year” shall mean each July 1st through June 30th.

“State Indemnified Parties” shall mean the State and its officers, representatives, agents, servants, employees, successors and assigns.

“Subcontractor” shall mean any person (other than employees of Contractor) or entity that has been retained by Contractor in connection with this Agreement, including subcontractors of any tier, whether or not in privity with Contractor.

“Transition Period” shall mean the period during which operation of Parts Stores and Consigned Inventory locations are transitioned from the Existing Contractor to the Contractor. The Transition Period shall end when all Parts Stores and Consigned Inventory locations are fully transitioned and capable of providing Parts to ODOT pursuant to this Agreement.

1.2 Interpretation

A. The terms “including” and “include” mean “including, without limitation” or “include, without limitation,” as applicable, unless the context clearly states otherwise.

B. All references in this Agreement to Articles, Sections, or Exhibits, unless otherwise expressed or indicated are to the Articles, Sections or Exhibits of this Agreement.

C. Any headings preceding the text of the Articles and Sections of this Agreement are solely for convenience of reference and do not constitute a part of this Agreement, nor do they affect the meaning, construction or effect of this Agreement.

D. Words importing the singular include the plural and vice versa. Words of masculine gender include the correlative words of the feminine and neuter genders and vice versa.

1.3 Rules of Construction

ODOT and Contractor acknowledge and agree that (a) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement and (c) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement. The exhibits attached hereto, are incorporated herein and made a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the exhibits, the terms of this Agreement shall control. Each party shall bear its own expenses in connection with the negotiation, execution and performance of this Agreement except as otherwise expressly provided hereunder.

ARTICLE 2. TERM

The Initial Term of this Agreement shall commence upon the Effective Date and shall remain in full force and effect June 30, 2021). Upon the expiration of the Initial Term, and any subsequent Renewal Term, for a period not exceeding eight years, ending June 30, 2027 this Agreement shall automatically renew, for two years unless notice of non-renewal is provided by ODOT as set forth below or the Agreement is otherwise terminated by the Parties as set forth herein. Upon each renewal, this Agreement shall be a new Agreement upon the same terms and conditions contained herein and each such new Agreement shall continue through the renewal term, unless it terminates at an earlier date as provided in this Agreement.

ODOT may elect to not renew this Agreement following any Renewal Term by written notice to Contractor providing 90 days prior to expiration of the then current Renewal Term.

During the first Renewal Term, ODOT may elect to not renew only if Contractor is failing to meet the standards for performance included in Exhibit B. During the second and third Renewal Terms, ODOT may elect to not-renew for any reason without liability.

ARTICLE 3. DUTIES AND RESPONSIBILITIES OF CONTRACTOR

3.1 Scope of Services

A. General

This description of the Services is intended to be general in nature and not a complete description of Contractor’s Services or a limitation of the Services that Contractor will provide under this Agreement. Contractor will provide the Services in accordance with the standards of performance set forth in Section 3.8 and all relevant sections of the management plan attached hereto as Exhibit B. The Services also include those described in any other exhibits to this Agreement. The Services must be provided in accordance with any time periods that are stated in this Agreement.

Contractor acknowledges that TIME IS OF THE ESSENCE and that the failure of Contractor to comply with the time limits described in this Agreement may result in economic or other losses to ODOT.

B. Overview of Services

In accordance with and subject to the terms and conditions of this Agreement, Contractor will provide services relating to ODOT’s vehicle and equipment parts, including administration of parts integration, operations, and warehousing through on-site operations at the Parts Stores, as more particularly described in this Agreement.

C. Warranty and Service Coordination

Contractor must guarantee that all items purchased for vehicle and equipment repair and maintenance applications will fit and work on the intended application. On-site replacement for defective, inferior, or non-fit items shall be guaranteed. If any part is defective, inferior, or does not fit the intended application, Contractor must at no extra charge return the part and replace the part with a part meeting the terms of this Agreement at the site of the failure or distribute the part to ODOT personnel at the Service Space of ODOT’s choosing. Contractor shall be solely responsible for pursuing restitution from manufacturers and suppliers for its replacement of defective items returned by ODOT.

Contractor’s pursuit of such claims shall not delay the provision of replacement items to ODOT. If the manufacturer warranty includes labor, Contractor’s right to any available labor under the warranty will be passed on to ODOT.

Contractor shall coordinate all warranty and other repair service requested by ODOT in those situations where ODOT does not have the ability to accomplish the work with ODOT staff. Such coordination will include scheduling repair times and processing payments. Contractor shall negotiate in good faith with vendors capable of providing warranty service or repair requested by ODOT to obtain the lowest possible price. When multiple providers are capable of providing the same warranty or repair service requested by ODOT, Contractor shall obtain quotes from three different providers (or such lesser number as are available in the service area) and make said information available to

ODOT.

D. Program Management and ODOT Coordination

Contractor shall conduct twice-yearly meetings in each District to facilitate effective coordination and issue resolution between ODOT and Contractor. On August 1 of each year this Agreement is effective, Contractor shall provide ODOT a proposed annual District meeting schedule. Contractor shall participate in the development of an agenda for any meeting 3 calendar days prior to the meeting date. The agenda shall identify suggested ODOT attendees and topics and issues that will be discussed at the meeting.

Contractor shall participate in quarterly performance meetings with the ODOT contract management team. Contractor shall provide ODOT an agenda for any quarterly performance meeting 14 calendar days prior to the meeting date. The agenda shall identify suggested ODOT attendees and topics and issues that will be discussed at the meeting.

Contractor shall actively participate in all ODOT efforts to achieve parts standardization. This shall include but not be limited to attending meetings and providing recommendations and cost information.

3.2 Service Spaces

A. License Grant

During Contractor’s performance of the Services, ODOT grants Contractor a revocable, non-transferable, non-exclusive license to conduct the Services in the Service Spaces, subject to the terms of this Agreement. Contractor hereby accepts from ODOT the license and the rights and assumes the duties of Contractor with respect to such Service Spaces as provided in this Agreement. Notwithstanding the foregoing, Contractor’s access to the Service Spaces and the Parts Stores may be limited in the sole discretion of ODOT.

This Agreement creates a license only and Contractor acknowledges that Contractor does not possess and must not claim at any time any real property interest or estate of any kind or extent whatsoever in the Service Spaces by virtue of this license or Contractor’s use of the Service Spaces under this Agreement. Further, Contractor acknowledges that this license is not a license coupled with such an interest or an irrevocable license.

B. Use of Service Spaces

Contractor’s use of the Service Spaces will be free of charge. The Service Spaces include reasonable heat, electricity and water, restroom, break room and existing parts shelving. All expenses necessary to modify the Service Spaces to provide Services pursuant to this Agreement shall be the responsibility of Contractor. Contractor must conduct the Services in the Service Spaces under the terms of this Agreement uninterrupted from the Effective Date and during all required hours of operation during the term of this Agreement as set forth on Exhibit C. The Service Spaces may not be used for any purposes other than those expressly permitted under this Agreement, without the prior written consent of ODOT. Contractor will not use the Parts Stores or the Service Spaces or other property furnished by ODOT, including ODOT fuel, for provision of parts to vehicles not owned or leased by ODOT. For the avoidance of doubt, Contractor acknowledges and agrees that Contractor must provide all fuel for the operation of Contractor vehicles under this Agreement. Contractor must comply in its use, occupancy and operation of the Service Spaces and its design and construction of Service Spaces, if applicable, with all federal, State of Ohio, and local laws, rules, regulations and ordinances, including all building, zoning and health codes, and all environmental laws.

Contractor is responsible for clean-up of the Service Spaces and custodial services in the Service Spaces. Contractor is responsible for all damage to the Service Spaces that is caused in any way by Contractor, its officers, employees, agents, Subcontractors, venders, suppliers, or invitees. Contractor will repair and/or replace any such damage at its sole expense.

No external signage advertising the Contractor’s presence is permitted in or on the Service Spaces or elsewhere at any ODOT facilities.

ODOT does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards may exist at the Parts Store or the Service Spaces and will have no liability to Contractor for any such safety or environmental hazards or potential hazards. Contractor will be responsible for identifying any hazardous conditions and notifying ODOT of these conditions in writing no later than 30 days after the Effective Date and prior to the commencement of the Services. Contractor is responsible for providing any and all accessories, such as eye wash stations or HAZMAT lockers, to ensure that the Service Spaces comply with all applicable State and Federal Occupational Safety and Health Administration requirements; provided, however, that Contractor is not responsible for safety issues relating to the structure of the Service Spaces.

Contractor shall keep all Services Spaces in a clean and orderly condition and shall remove skids and other packaging material and other waste, except for hazardous materials, on a daily basis to an ODOT identified location, which shall be at the same facility as the Parts Store or Consigned Inventory location. ODOT shall be responsible for the costs of disposing of packaging materials and other waste when said materials placed in the designated location by Contractor. Contractor shall bear all costs and shall be responsible for disposing of any hazardous packaging materials.

C. ODOT Facility Renovations and Repairs

Contractor shall bear the cost of any and all renovations and modifications of the Service Spaces. All renovations and modifications of Service Spaces must be pre-approved by ODOT’s Office of Facilities Management before construction may begin.

Prior to commencement of construction, Contractor shall file with ODOT Performance and Payment Bonds for an amount equal to the projected cost of the construction and all related appurtenances to satisfy the claims of material suppliers and of mechanics and laborers employed by Contractor on the work. Such bonds shall be executed by Contractor and by a responsible corporate surety company authorized to transact business in the State of Ohio and holding a certificate as an acceptable surety on Federal bonds issued by the Department of treasury. Contractor shall maintain the bonds in full force and effect until ODOT accepts the work and until all claims for materials and labor are paid. Changes in the work or extensions of time shall in no way release Contractor or its surety from its obligations under this Agreement. Notice of any such changes or extensions must be waived by the surety.

All renovations and modifications performed by Contractor will become the property of ODOT upon completion. Contractor must pay prevailing wage for any renovations or modifications to ODOT property. Contractor will be granted access to the applicable ODOT Facility(ies) during operational hours and during non-operational hours whenever necessary to perform such activities. Contractor will be responsible for all damage to Service Spaces or otherwise to any ODOT Facility that is caused in any way by Contractor, its officers, employees, agents, Subcontractors, vendors, suppliers, or invitees. Contractor will repair and/or replace any such damage at its sole expense.

3.3 Supply, Inventory Management and Distribution of Parts

A. Parts Stores and Consignment Locations

Subject to the terms and conditions of this Agreement, Contractor shall ensure the effective transition of operations from the Existing Contractor. Contractor shall coordinate the Transition Period with ODOT and the Existing Contractor. To avoid disruption of ODOT’s snow and ice operations, no transition of operations of any Parts Stores shall performed in Districts 1, 2, 3, 4 or 12 from the months of November through March (the “Winter Months”).

Contractor shall provide knowledgeable personnel, management and parts necessary to run an efficient and effective on-site Parts Store at all times. Contractor shall maintain normal hours of operation in accordance with Exhibit C hereto. At the discretion of ODOT, the normal hours of operation may change depending on operational requirements. During snow emergencies or other Emergency Operations, the Parts Stores will need to be open and operational for an indefinite period which may include operating 24 hours per day, 7 days a week, as determined by ODOT. Emergency Operations will be determined at ODOT’s sole and absolute discretion and must be approved by the ODOT District Highway Maintenance Administrator or designee or the Central Office Equipment Management Administrator or their designee. Contractor is subject to call-out 365 days per year and 24 hours per day and must be accessible to ODOT by telephone at all times. Contractor shall respond and have a particular Parts Store open within one hour from the first call from ODOT. ODOT will, in addition to the Parts Stores, rely on Contractor to provide technical assistance and guidance regarding optimization and standardization of parts supply at ODOT.

Contractor will exercise total control of and responsibility for the Parts Stores.

Contractor shall provide all specialized equipment and supplies needed to operate the Parts Stores and provide the Services. Contractor may use ODOT owned fork lifts where available upon completion of all ODOT required training. ODOT personnel may not enter the Parts Stores or onsite warehousing operations without the Contractor’s permission.

Notwithstanding the foregoing, ODOT reserves the right to enter the Parts Stores in emergencies and during normal operations for inspections. There shall be no public access to the Parts Stores. Only Contractor, its employees, and Contractor’s vendors will be allowed on ODOT property.

B. Parts Inventory

Contractor will procure, own, and deliver parts required for the operation and maintenance of all ODOT vehicles, including road service trucks, and all equipment maintained by ODOT. Contractor will make the goods and services set forth on Exhibit D available at each of the 12 Parts Stores. Parts must be available on a timely basis to minimize the down time of equipment and personnel. All Contractor Parts shall remain the property of Contractor until properly requisitioned by ODOT. All Contractor Parts and all services furnished by Contractor under this Agreement to ODOT and ODOT users shall be sold to ODOT and charged to ODOT’s operating cost centers at Contractor’s actual cost of procurement including any required shipping costs. ODOT will consult with Contractor throughout the term of this Agreement to determine the parts, supplies and equipment that Contractor will carry in inventory. Contractor is ultimately responsible for identifying, establishing and managing all necessary sources of supply and for placing, processing and tracking all orders with the various parts vendors. State law requires ODOT to purchase certain goods and services from specifically identified sources. ODOT will work with Contractor to identify any required sources during the term of this Agreement. ODOT may direct Contractor to restock inventory through existing ODOT contracts, in which case, Contractor will do so upon receipt of written confirmation from ODOT for such order. Contractor will not assume any such contracts. Contractor shall be responsible for all costs associated with providing inventory, delivery of parts to the Parts Stores, transfers of parts between the Parts Stores, and all personnel costs and administrative overhead to operate the Parts Stores.

Notwithstanding inspection and acceptance by ODOT, parts and supplies furnished under this Agreement will be warranted by Contractor. Contractor shall provide new, original equipment manufacturer (“OEM”) quality parts, supplies and equipment or the equivalent or better. All hydraulic equipment and parts must meet OEM quality, Joint Industrial Council specifications, and SAE specifications. ODOT reserves the right to establish additional specifications for goods and services purchased by Contractor on ODOT’s behalf and may reject items that do not meet the specifications contained herein or any such additional specifications. Contractor shall provide OEM parts when ODOT has an in-house warranty program with a particular vehicle/equipment manufacturer and when requested by ODOT. All parts must include full manufacturers’ warranties and guarantees or better in the case where ODOT has negotiated extended terms with vehicle and/or component original equipment manufacturers. The warranties must include conditions and certification. The Contractor shall maintain warranty records of items sold to ODOT and issue any credits, including labor and parts, due ODOT that are covered under such warranties. ODOT must specifically approve new product lines or changes to existing product lines before they are introduced for use. If more than one grade of product is available that meets the requirements of this paragraph, ODOT may designate which grade will be made available for use. ODOT reserves the right to inspect the quality of materials and supplies provided by Contractor and may at any time refuse any particular product and require a specific substitute to be used. In addition, ODOT reserves the right to designate a higher level of quality than OEM if deemed preferable to ODOT’s needs. Rebuilt or remanufactured parts must conform to the manufacturer’s reconditioning tolerances.

Contractor must be capable of charging and/or crediting part cores without mark-ups or shipping charges applied. Contractor shall accept industry standard cores for rebuilding where the parts are acceptable as core exchanges, including water pumps, alternators, engine blocks and batteries.

Contractor shall supply, maintain, use, make available to ODOT an inventory control system that allows assets to be tracked via barcode software thru use of handheld devices to allow for on-time tracking of all parts inventory.

Except for consigned inventory, Contractor shall be responsible for all lost or stolen inventory and shall not charge ODOT for missing, spoilage, stale-dating, or shrinkage of inventory. Contractor shall not sell, swap, trade or give any parts to ODOT employees or the general public for personal use, regardless of condition or reason, and shall not give special consideration or pricing to ODOT employees for sales made at any retail outlets.

C. Consigned Inventory

Contractor shall manage a Consigned Inventory which is a subset of parts described in Exhibit D at up to 100 locations determined by ODOT, which locations may be adjusted periodically in ODOT’s sole discretion. Consigned Inventory shall, at a minimum, be provided in each of the 88 county garages. No additional costs will be paid for managing Consigned Inventory. All costs for providing and managing Consigned Inventory shall be included with the fixed annual fee for each Parts Store and will be paid pursuant to pursuant to Article 4 below.

D. Existing Contractor Parts Inventory

Prior to Contractor beginning any work at an ODOT Facility, Contractor, ODOT and the Existing Contractor shall jointly conduct an inventory of all Existing Contractor Parts. Based on this inventory, Contractor and ODOT shall cooperate to identify which Existing Contractor Parts are of continuing use to ODOT and shall be purchased from the Existing Contractor by Contractor pursuant to this Section. It is ODOT’s intent that Contractor purchase Existing Contractor Parts from the Existing Contractor equal to, at a minimum, three months of purchase history by ODOT at each Parts Store. If Contractor and ODOT cannot come to an agreement regarding the purchasing of Existing Contractor Parts within 90 calendar days from the effective date of this Agreement, ODOT’s reasonable determination of three months demand shall prevail. Upon notification by ODOT of Existing Contractor Parts to be purchased by Contractor, Contractor shall purchase said Existing Contractor parts at the actual purchase price paid by the Existing Contractor. Purchase of Existing Contractor Parts by Contractor may be done statewide or as each Parts Store is transitioned. Once Existing Contractor Parts have been purchased from the Existing Contractor these parts shall be Contractor Parts under this Agreement.

E. Custom Parts

In the course of its operations, ODOT may have parts and materials custom-manufactured to its own unique specifications, such as specialized snow plow hitches, snow plow blades, etc. These typically are produced on an as-needed and generally seasonal or annual basis. Contractor will procure and stock these items to ODOT specifications as needed by ODOT. Custom parts shall be considered ODOT Parts and shall be purchased by ODOT upon delivery to Contractor. Other than providing the vendor/manufacturer, the ODOT specifications, and having ODOT personnel review and/or test such items upon delivery, the Contractor has no liability as to their suitability for the job or for any returns or potential restocking fees, if allowable, to the vendor/manufacturer.

F. Reservation of Rights

ODOT reserves the right to purchase ODOT Parts and other supplies that cannot be provided on demand, parts for emergency situations, and parts that can be provided at a better price from other sources. Contractor must manage and disburse ODOT Parts and distribute such parts for use on ODOT vehicles at no additional cost to ODOT. Parts cannibalized from ODOT vehicles or rebuilt/remanufactured in-house will be considered

G. Mandatory and Excluded Inventory

From time to time ODOT may designate, in its discretion, certain parts that must be maintained at each of the Parts Stores and set inventory levels for such parts.

Contractor must maintain the required inventories of those parts during the term of this Agreement. The quantity of the inventory will be subject to continuous review by ODOT.

On a monthly basis ODOT may revise the list of required parts and inventory levels to be maintained. Contractor must comply with any such changes at its expense within 30 days of notification of such revisions.

Certain categories of inventory will be excluded from Contractor procurement and handling for either stocking or non-stocking purposes under this Agreement (“Excluded Inventory”). Excluded Inventory shall include those items set forth on Exhibit E.

Excluded Inventory and Exhibit E may be amended from time to time in ODOT’s sole discretion.

H. Disbursement and Assistance

Contractor must meet the parts availability standards set forth in Exhibit B and will comply with the procedures reasonably required by ODOT for distributing parts and supplies to ODOT employees. If Contractor cannot provide an item within the timeframe needed, Contractor shall promptly notify ODOT to make alternative arrangements to procure the item. Nothing in this Section shall limit ODOT’s ability to declare Contractor in default for failing to meet the requirements of this Agreement.

I. Return Requirements and Obsolescence

Contractor must accept returns of supplies and materials from ODOT within 90 days of date ODOT was billed for the item by Contractor. Returned items must be in unused condition in their original packaging and capable of being sold to another party or returned to the vendor without any restocking fee. If an item is requisitioned in error by ODOT and cannot be returned by Contractor to the supplier without incurring a restocking fee and has no foreseeable future use by ODOT, then ODOT will pay the restocking fee.

If an item is ordered in error by Contractor and cannot be returned by Contractor to the supplier without incurring a restocking fee and has no foreseeable future use by Contractor or ODOT, then Contractor will pay the restocking fee.

Contractor and ODOT will work together to identify parts that are obsolete or unneeded. Contractor will be responsible for returning any obsolete or unneeded inventory to the product manufacturers or otherwise disposing of them, all as reasonably determined and approved by ODOT. Unless Contractor submits a list of items that will become obsolete as a result thereof to ODOT within 15 days of such notice, Contractor shall absorb the cost of materials’ obsolescence and will be allowed to sell such items to whomever it sees fit to recoup its costs. Otherwise, ODOT will pay Contractor for such materials at Contractor’s current carrying cost and sell them as surplus property.

J. ODOT Information Management Systems and Billing

Contractor shall be required to integrate and maintain integration into ODOT’s EIMS or similar future system at no additional costs. Contractor shall be required to integrate the billing process as shown in Exhibit I. Contractor will be given limited access to ODOT’s EIMS system and will be required to charge parts to open work orders created by ODOT mechanics. Contractor shall, unless otherwise notified in writing, enter each item it sells to ODOT into ODOT’s work order system.