Attachment A - Scope of Work.pdf

25-25100000-ITB Page 1 of 15 Motor Vehicles

Attachment A Scope of Work

1. Purpose To provide Customers with new and unused Motor Vehicles on a statewide basis, pursuant to the terms set forth in this Scope of Work.

2. Definitions Definitions contained in section 287.012, Florida Statutes (F.S.); Rule 60A-1.001, Florida Administrative Code (F.A.C.); and Attachment D, Enterprise Standard Terms and Conditions; are incorporated by reference. In the event of a conflict, the definitions listed in this section supersede the incorporated definitions for the purposes of this Scope of Work. All definitions apply in both their singular and plural sense.

Brand – A particular name under which a Motor Vehicle or Option produced by a Manufacturer.

Examples include, but are not limited to: Ford, GMC, Chevrolet, Nissan, Toyota, etc.

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

Business Network – The Business Network (formerly known as Ariba Network) is an online marketplace that connects Vendors and buyers for solicitations, collaboration, and purchasing transactions. A Business Network account is required to submit responses to electronic solicitations.

Commodity – As defined in section 287.012, Florida Statutes.

Commodity Code – The State’s numeric code for classifying Commodities and contractual services which meet specific requirements, specifications, terms, and conditions herein. Florida has adopted the United Nations Standard Products and Services Code (UNSPSC) for classifying commodities and services.

Confidential Information – Information that is trade secret or otherwise confidential or exempt from disclosure under Florida or federal law.

Contract Manager – The representative designated by the Department who will oversee all aspects of the Term Contract, monitor performance expectations, and serve as the primary point of contact for the Contractor.

Contractor – A Vendor that enters into a Term Contract with the Department as a result of receiving an award from ITB No. 25-25100000-ITB.

Customer – A State agency or Eligible User.

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

Eligible User – As defined in Rule 60A-1.001, Florida Administrative Code.

Free on Board (FOB) Destination – A shipping method as defined in section 672.319(1)(b), Florida Statutes.

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Group – A series of Models with applicable Commodity Codes, which are described in this Scope of Work and Attachment C, Discount Sheet (Groups 1 – 7). A Group may or may not include Sub-Groups.

Licensed Dealer – An entity certified and authorized by the Manufacturer to market, sell, provide, and service new Motor Vehicles.

Manufacturer – The original producer of a Motor Vehicle or Option, which may be sold under a Brand name. Examples include, but are not limited to: Ford Motor Company, General Motors Company (GM), Nissan Motor Corporation, Toyota Motor Corporation, etc.

Manufacturer’s Last Order Date – The final date the Manufacturer stops accepting orders for a Model, either for a specific production year or overall (i.e., the discontinuation of a Model).

Manufacturer’s Suggested Retail Price (MSRP) – The MSRP represents the Manufacturer’s recommended retail selling price, list price, published price, or other usual and customary price that would be paid by the purchaser for specific commodities or services without benefit of a Term Contract. It must be publicly listed, available, and verifiable by the Department.

Model – A particular name used to identify a collection of Motor Vehicles that are sold under the same Brand name and are similar in style and appearance. Examples include, but are not limited to, Ford F-150, GMC Sierra, Chevrolet Suburban, Nissan Titan, Toyota Corolla, etc.

Motor Vehicle – A specific vehicle that meets the definition of “Motor Vehicle” contained in section 320.01(1), Florida Statutes, or a specific vehicle that meets the definition of “Low-speed vehicle” as contained in section 320.01(41), Florida Statutes. The term includes all Options that are attached to or provided with the Motor Vehicle when it is manufactured. The MSRP Discount shown in Attachment C, Discount Sheet (Groups 1 – 7), shall apply to the total MSRP for the Motor Vehicle, regardless of whether any Options were specifically requested by the Customer or are considered “standard” or “optional” for the trim level ordered by the Customer.

MSRP Discount - MSRP Discount is the reduction in price offered by the Contractor from the Manufactured Suggested Retail Price (MSRP) of a Motor Vehicle Model and associated Options submitted by the Contractor in Attachment C, Discount Sheet. The MSRP Discount is expressed as a percentage. MSRP Discount shall be submitted as percentages up to the hundredths, or higher, decimal place (e.g. 15.45%).

Options – Refers to features or equipment that may be installed on, removed from, or supplied with the Motor Vehicle by either the Manufacturer or Licensed Dealer, whether at the time of purchase or separately. Such Options must comply with applicable laws and be customary, reasonable, and prudent within the industry. Options include:

• Original Equipment Manufacturer (OEM) Option – A new and unused option produced by the Motor Vehicle’s OEM, designed specifically for installation on the Motor Vehicle.

• Non-OEM Option – A new, unused option intended for the Motor Vehicle, manufactured by a third party. Also known as an aftermarket option.

State – The State of Florida.

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Sub-Group – A specific series of Models within a Group, which are described in this Scope of Work, and Attachment C, Discount Sheet (Groups 1 – 7). A Group may or may not include Sub- Groups.

Term Contract – The legally enforceable State Term Contract, as defined in section 287.012, F.S., between the Department and the Contractor.

Vendor – An entity providing Motor Vehicles.

3. SCOPE OF WORK

3.1 Description of Scope

Contractors shall provide Motor Vehicles and applicable Options in accordance with the scope contained herein. All State Agencies shall comply with section 287.151, Florida Statutes, when purchasing under this Term Contract. The Motor Vehicles offered under the Term Contract shall be classified under the following Groups and Sub-Groups, which are listed and described as follows:

3.2 Pricing

The Contractor shall adhere to each Model’s MSRP Discount submitted in Attachment C, Discount Sheet (Groups 1 – 7). The Contractor shall provide to the Customer the lowest available MSRP Discount for each Model at the time of request for quote. Only those charges and fees expressly identified in the "Charges and Fees" section of this Scope of Work shall be permitted under the MSRP Discount structure provided by the Contractor. No additional charges or fees shall be invoiced or payable under any order issued pursuant to this Term Contract.

The Contractor shall adhere to the MSRP Discount submitted in Attachment C, Discount Sheet

Group 1- Law Enforcement Motor Vehicles

• Sub-Group A: Police Pursuit Motor Vehicles

• Sub-Group B: Special Service Motor Vehicles

• Sub-Group C: Transport Vans

• Sub-Group D: Non-Specialized Motor Vehicles for Law Enforcement Use Only

• Sub-Group E: Motorcycles

Group 2 - Sedans and Hatchbacks

• Sub-Group A: Sedans

• Sub-Group B: Hatchbacks

Group 3 - Minivans and Vans

• Sub-Group A: Minivans

• Sub-Group B: Vans

• Sub-Group C: Cutaways/Chassis Cabs

Group 4 - Sport Utility Motor Vehicles • Sub-Group A: Crossover Sport Utility Motor Vehicles

• Sub-Group B: Traditional Sport Utility Motor Vehicles

Group 5 - Light Duty Trucks

• Sub-Group A: Compact and Mid-Size Pickup Trucks

• Sub-Group B: Full-Size Pickup Trucks Group 6 - Medium Duty Trucks

• Sub-Group A: Pickup Trucks

• Sub-Group B: Chassis Cabs

Group 7 - Low Speed Motor Vehicles N/A

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(Groups 1-7), which is incorporated into the Term Contract.

The MSRP Discount shall remain firm throughout the entire Initial Term and Renewal Term of the Contract. The MSRP Discount cannot be modified or adjusted.

3.3 Minimum Specifications and Standards

The Contractor shall ensure that all Motor Vehicles and associated Options provided under this Term Contract meet the following standards:

• Are designed, built, equipped, assembled, and installed to be fully appropriate and functional for their intended use, purpose, and service as described in this Scope of Work;

• Are new and unused (except as otherwise noted in the Transportation and Delivery section), represent the Manufacturer’s latest available Model year, and reflect current or recent production with the most up-to-date design and construction features;

• Include all standard and required features, components, and equipment installed by the Manufacturer or Licensed Dealer in accordance with the Manufacturer’s latest specifications and procedures for that make and Model;

• Are free from any damage, defects, or rust that could impair their appearance, functionality, performance, or serviceability;

• Motor Vehicles and Options therefore ordered by the Customer are fully compatible with one another;

• Comply with all applicable industry standards that are legal, customary, reasonable, and professionally accepted within the Motor Vehicle and transportation equipment manufacturing sector;

• Meet all current federal and State of Florida laws, regulations, and requirements applicable to Motor Vehicles, including but not limited to those related to safety, emissions, and environmental compliance.

3.4 Advertising and Marketing

No Licensed Dealer’s advertising and identification (name, logos, etc.) is permitted on any Commodity offered under this Term Contract. The Manufacturer’s advertising and identification (name, Model, logos, etc.) is permitted on any Commodity provided under this Term Contract if such advertising and identification is a Manufacturer’s practice. The Contractor shall be responsible for removing, without damage, all impermissible or unacceptable advertising and identification. The Department and Customers reserve the right to, in their sole discretion, determine what advertising and identification is considered unacceptable under this Term Contract.

3.5 Luxury, Performance, or Sport Motor Vehicles or Options

Unless otherwise indicated in Attachment C, Discount Sheet (Groups 1 – 7), no luxury, performance, or sport Motor Vehicles or Options shall be permitted under this Term Contract.

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The Bureau of Fleet Management and the Contract Manager shall determine what is considered luxury, performance, or sport which includes, but is not limited to:

3.5.1 Coupes (unless specified in Group 1), two-seaters, supercars, cabriolets, convertibles (soft top or hardtop), roadsters, grand-tourers, and signature or specialty editions.

3.5.2 Highest trim level, “fully loaded” or “top-of-the-line” editions (i.e., “Platinum”, “Ultimate”, “Limited”, “Denali”, “High Country”, etc.)

3.5.3 Leather upholstery (seats or interior), chrome, blacked out, sunroofs, moon roofs, and non-standard navigation systems.

3.6 Installation

When installation is required, the Contractor shall be responsible for ensuring the installation of the Options in the required locations at no additional charge, as specified in the Charges and Fees section. Options shall be assembled and installed by the Manufacturer, Licensed Dealer, or at the port. All materials used in the installation shall be new and unused and shall be free of defects that would diminish the appearance or render it structurally or operationally unsound.

Installation includes the furnishing of any materials required to install or replace the parts in the proper location. The Contractor shall protect the installation site from damage and shall repair any damages caused during installation. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. The Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on the installation site.

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

3.6.1 Body Transfer and 3rd Party Body Installations

In the event the Customer chooses to purchase or supply a cab and chassis, or cutaway van from a source other than this Term Contract, the Contractor must comply with section 319.21, Florida Statutes, perform Manufacturer required pre-delivery inspection, and ensure all proper tag and title documents are present during the inspection and delivery pursuant to Florida license requirements. The Contractor shall inform the Customer, upon receipt of the order, of any additional charges for installation of aftermarket Options. The Department reserves the right to reject an installation charge if, within the Department’s sole discretion, the proposed installation charge does not align with market prices. The Manufacturer must certify that it conforms to all Federal Motor Vehicle Safety Standards (FMVSS). The facilitation of a body transfer or 3rd party body installations must be included in the Motor Vehicle’s price;

however, an additional cost may occur for installation by the Contractor or body upfitter. The Contractor’s installation cost may vary due to the body configuration; however, the installation price shall be included on the Attachment H, Price Quote Form (PQF) from the Contractor.

3.7 Warranty Repairs and Adjustments

All warranty repairs and adjustments are covered throughout the Term Contract at no additional cost to Customer(s) or the Department. The Manufacturer shall be responsible for warranty and recall services performed, regardless of whether the Contractor actually performed the service.

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Nothing in this section requires or allows the Contractor to require the Customer to return the Motor Vehicle to the Contractor for warranty repairs and adjustments. The Customer shall be able to return the Motor Vehicle to any location authorized by the Manufacturer to perform warranty repairs and adjustments at no additional cost to the Customer.

3.7.1 Extended Warranty

This Term Contract does not include “extended warranty” service agreements.

However, the Contractor may offer Customers “extended warranty” service agreements for the maintenance and repair of Commodities after the initial warranty expires, but not as a term of this Term Contract. The Contractor will list this additional service as a separate item on the invoice.

3.8 Federal and State Standards

All requirements herein are in full and complete compliance with all federal and State of Florida laws, standards, and regulations applicable to the type and class of Commodities and contractual services being provided. This includes but is not limited to: Federal Motor Vehicle Safety Standards (“FMVSS”), Occupational Safety and Health Administration (“OSHA”), Environmental Protection Agency (“EPA”) Standards, and State of Florida laws, requirements, and regulations that apply to the type and class of Commodities and contractual services being provided. It is the intent of the Department that the Contractor(s) comply with all applicable federal and State of Florida regulations regarding the Commodities and contractual services’ safety and environmental requirements, including any legislation or regulations which become effective during the term of the Term Contract and shall become a part of the Term Contract. The Contractor(s) shall meet or exceed any such requirements of the laws and regulations applicable to the type and class of Commodities and contractual services provided. If a conflict exists, the Contractor, regardless of whether it is the Manufacturer or Licensed Dealer, shall contact the Department’s Contract Manager in writing no later than 24 hours after identification of the conflict.

3.9 Warranty

The Manufacturer’s warranty shall cover all Commodities and contractual services offered under the Term Contract. The Manufacturer’s warranty is required to provide coverage against defective material, workmanship, and failure to perform. The Manufacturer’s warranty coverage shall be identical to or exceed those normally provided for the Commodities and contractual services specified herein that are sold to any federal, State, or local governments. The Manufacturer’s warranty shall be in effect for a minimum term of one year from the Customer’s acceptance, as specified in the “Inspection and Acceptance” section of this Scope of Work. Should the Manufacturer’s warranty conflict with any requirements, terms, or conditions of the Term Contract, the Term Contract requirements, terms, and conditions shall prevail. Customers shall contact the Licensed Dealer or Manufacturer regarding the Manufacturer warranty terms and conditions.

3.10 Recalls

In the event there is a recall of any of the Motor Vehicle or Options, the Contractor shall provide reasonable assistance to the Department in developing a recall strategy and shall cooperate with the Department and the Customers in monitoring the recall operation and in preparing such reports as may be required. Each Contractor shall immediately notify and provide copies to the Department of any communications, whether relating to recalls or otherwise, with any Customer.

The Contractor shall ensure that defective Motor Vehicle and Options are rectified, replaced, and destroyed in compliance with all applicable laws, rules or regulations and the Department's

25-25100000-ITB Page 7 of 15 reasonable instructions. All Contractor efforts related to recalls shall be at Contractor’s own expense.

3.11 Manufacturer’s Last Order Date and Production Schedule Changes The Contractor shall provide notification of a Manufacturer’s Last Order Date by email to the Department's Contract Manager no later than 30 calendar days prior to the effective date of the Manufacturer’s Last Order Date. When available, the Contractor shall immediately provide copies of the Manufacturer’s notice of the Manufacturer’s Last Order Date to the Department's Contract Manager.

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

3.12 Model Additions, Replacements, and Deletions

During the term of this Term Contract, new Models that were not available at the time of the initial solicitation but are introduced by the Manufacturer may be eligible for purchase under this Term Contract at the Contractor’s written request to the Department’s Contract Manager, provided that:

• The newly released Model is substantially similar in function and purpose to the Models covered under the Term Contract or is an improved/replacement Model.

• The Model is produced under a Brand for which the Contractor was awarded.

• The Model falls under a Sub-Group (or Group, for Groups that do not include Sub-

Groups) for which the Contractor was awarded; and

• The Motor Vehicle, OEM Options, and Non-OEM Options MSRP Discount offered by the Contractor is higher than or equal to the highest Motor Vehicle, OEM Options, and Non-OEM Options MSRP Discount offered for all Models in the same Sub-Group (or Group, for Groups that do not include Sub-Groups) for which the Contractor was awarded.

• The Contractor provides written notice to the Department with details on the newly available Model, including specifications, pricing, and availability.

• The Department reserves the right to review and approve the inclusion of any newly introduced Models before Contractor’s ability to sell under this Term Contract.

An existing Model may be replaced by a newer Model in Attachment C, Discount Sheet (Groups 1

– 7) at the Contractor’s written request to the Department’s Contract Manager if all of the following conditions are met:

• The new Model did not exist at the time of the original procurement;

• The new Model is produced under the same Brand as the existing Model;

• The new Model meets or exceeds the Term Contract requirements, specifications, terms and conditions;

• The Manufacturer’s intent is to replace the existing Model with the new Model; and

• The Motor Vehicle, OEM Options, and Non-OEM Options MSRP Discount offered by the Contractor for the new Model is higher than or equal to the Motor Vehicle, OEM Options, and Non-OEM Options MSRP Discount for the existing Model being replaced.

An existing Model may be deleted from Attachment C, Discount Sheet (Groups 1 – 7) at the request of the Contractor if the Manufacturer discontinues production of the Model.

The Department reserves the right to delete Models, from this Term Contract by removing them from Attachment C, Discount Sheet (Groups 1 – 7). Models may be removed at the sole discretion

25-25100000-ITB Page 8 of 15 of the Department.

The Department reserves the exclusive right to approve or deny any addition, deletion, replacement, or other request under this section and to establish its effective date. Requests will be reviewed separately and accepted or rejected on an individual basis.

3.13 Price Quote Form

Customers shall request Attachment H, Price Quote Form (PQF) from all Contractors awarded for a specific Model. If the Model is available from the Contractor, the Contractor shall provide Customers a completed PQF for Motor Vehicles and Options purchased under this Term Contract and all charges, including labor and installation, shall be itemized separately. The Contractor shall provide the Customer with an estimated lead time in days for all Motor Vehicles and Options requested. Pricing shall be at the MSRP Discount awarded, or a higher discount shall be provided to the Customer.

Upon Customer request, the completed PQF shall be provided by the Contractor and returned to the Customer within two Business Days. The Contractor will provide the price available at the time of the PQF using the latest information available from the Manufacturer at the time and considering Options or other additions to meet the Model and Options requested. The Contractor is responsible for communicating any potential price changes during the manufacturing process and then giving the Customer the option to accept the changes or cancel the purchase order. The Contractor shall be responsible for removing all non-eligible and unacceptable charges and fees under the Term Contract from the PQF.

At the time of quote, the PQF must be accompanied by documentation showing the current MSRP and the MSRP Discount for the Customer. Upon delivery, the Contractor must provide documentation showing the current MSRP and the MSRP Discount for the Customer. At a minimum, the Contractor shall provide documentation reflecting the current MSRP for the Model and applicable Options from the Manufacturer including any delivery fees. Any price changes that occur during the manufacturing, ordering, or delivery process must be approved by the Customer.

3.14 Department Approval (State Agency Only)

After receiving a completed PQF, the Customer will develop a justification to support price reasonableness and complete the MP6301, Request for Acquisition of Motor Vehicles, Watercraft, Aircraft, and Mobile Equipment Form, which is available at:

https://www.dms.myflorida.com/business_operations/fleet_management_and_federal_property_ assistance/fleet_management/forms

3.15 Acknowledgment of Order Form

The Contractor shall email Customers with a completed Attachment I, Acknowledgment of Order Form, within five Business Days of receiving the Customer’s order. The Contractor must use the Acknowledgment of Order Form and shall not make any alterations. Failure by the Contractor to provide the Customer the Acknowledgment of Order Form within five Business Days from the date the Contractor received the Customer’s order will be considered acceptance of the order by default, which, if necessary, shall require the provision of the Motor Vehicle(s) and Options which meets the requirements, terms, and conditions herein and shall not be lower than the MSRP Discount provided in Attachment C, Discount Sheet (Groups 1 – 7). If the awarded Motor Vehicle(s) and Options are not available or cannot be delivered within the contractually required timeframe, the Contractor must provide https://www.dms.myflorida.com/business_operations/fleet_management_and_federal_property_assistance/fleet_management/forms https://www.dms.myflorida.com/business_operations/fleet_management_and_federal_property_assistance/fleet_management/forms

25-25100000-ITB Page 9 of 15 a comparable Motor Vehicle(s) and Options of equal or better value which meets or exceeds the requirements, terms, and conditions herein. The Contractor’s proposed substitution is subject to prior approval by the Customer and the Department.

3.16 Acceptance of Order

The Contractor shall fulfill and deliver all Motor Vehicles and associated Options specified in the Customer’s order in strict accordance with the pricing, MSRP Discount, specifications, requirements, terms, and conditions established under this Term Contract. The Contractor’s acceptance of the order shall constitute agreement to perform in full compliance with all applicable provisions of the Term Contract and the Customer’s order. Partial performance, substitutions, or deviations shall not be permitted without the prior written consent of the Customer.

3.17 Transportation and Delivery

3.17.1 Delivery of In-Stock and Out-of-Stock Motor Vehicles

The final price to the Customer shall include all charges for packing, handling, freight, distribution, and delivery. Transportation and Delivery of Motor Vehicles and Options shall be Free on Board (FOB) Destination to any location statewide as follows:

• Motor Vehicles and Options in stock must be delivered within 14 calendar days after receipt of the Customer’s order unless an Option requires a post- Manufacturer or Licensed Dealer installation. These Options shall be delivered within 30 calendar days after receipt of the order. For any delivery that will not be made within the required timeframes, the Contractor must notify the Customer and the Department’s Contract Manager in writing within two Business Days of becoming aware of any impending delay and provide a copy of the Customer’s order.

• Motor Vehicles and Options not in stock or unavailable from a Manufacturer at the time of order must be delivered within 180 calendar days, after receipt of order, unless otherwise agreed to by the Customer. For any delivery that will not be made within the 180 calendar day timeframe, due to industry delays, the Contractor must notify the Customer and the Department’s Contract Manager in writing within two Business Days of becoming aware of any impending delay and provide a copy of the Customer’s order.

• If requested by the Customer or the Department’s Contract Manager, the Contractor must provide the Customer and the Department’s Contract Manager any requested information and a timeframe for completion of the order within two Business Days of receiving the request.

• Repeated failures by the Contractor to notify the Customer in writing of any delays in delivery may be cause for default proceedings and Term Contract termination.

3.17.2 Delivery Specifications

Delivery of Motor Vehicles and Options is defined as the receipt by the Customer and delivered to the Customer’s place of business or designated location, or if the Customer chooses, at the Contractor’s place of business. The Contractor shall provide Customers a minimum of 24 hours’ written notice prior to delivery. Deliveries will be received only between 8:00 a.m. and 3:00 p.m. on the Customer’s local time

25-25100000-ITB Page 10 of 15 and on Business Days unless previously arranged and approved by the Customer in writing.

Deliveries of Motor Vehicles and Options may be made by either private or common carrier transport; however, if delivery can be accomplished by driving the Motor Vehicle with fewer than 250 odometer miles at the time of delivery, the Motor Vehicle may, with the Customer’s prior written approval, be driven to the delivery location.

The Contractor must make every effort to minimize the number of odometer miles at delivery. At the Customer’s option, Motor Vehicles with more than 250 odometer miles at delivery may be rejected, or $0.50 per mile in excess of 250 odometer miles may be deducted from the invoice and payment owed to Contractor.

The Contractor must comply with the Manufacturer’s break-in requirements and all applicable traffic and safety laws.

3.17.3 Fuel and Charging Requirements for Delivered Motor Vehicles The Contractor shall ensure that all Motor Vehicles delivered to the Customer meet the following minimum fuel or charge level requirements at the time of delivery and receipt:

• Fuel-Powered Motor Vehicles All gasoline or diesel-powered Motor Vehicles shall be delivered with no less than one-quarter (¼) tank of fuel, as indicated by the Motor Vehicle’s fuel gauge. Motor Vehicles failing to meet this requirement may be subject to rejection or additional charges.

• Electric-Powered Motor Vehicles All electric-powered Motor Vehicles shall be delivered with a minimum state of charge (SOC) of 80%, or the Manufacturer’s recommended delivery SOC, whichever is higher. Each Motor Vehicle must include a compatible charging cable and complete documentation related to charging, battery safety, and OEM-recommended operating procedures. The Contractor shall ensure the charging system is tested and verified functional prior to delivery. Software, firmware, and any telematics or navigation systems shall be fully updated.

Motor Vehicles failing to meet this requirement may be subject to rejection or additional charges.

3.17.4 Manufacturer’s Pre-Delivery Inspection

The Contractor will perform a Manufacturer’s Pre-Delivery Inspection (PDI) and is responsible for delivering Motor Vehicles and Options that are properly serviced, clean, and in first class operating condition. Pre-Delivery service, at a minimum, shall include the following:

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

• Check and fill all fluid levels to ensure proper fill;

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

• Inflate tires (including any spares) to Manufacturer’s specified pressures;

• Check to ensure proper operation of all gauges, lights, and mechanical and hydraulic features;

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

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• Ensure that the Motor Vehicle is completely assembled, unless otherwise noted by the Customer, and thoroughly tested and ready for operation upon Delivery.

3.17.5 Required Documents for Delivery

All Motor Vehicles shall be delivered with the following, completed documents:

• Manufacturer’s PDI form;

• A copy of the Customer’s order;

• Contractor’s Attachment C, Discount Sheet (Groups 1 – 7);

• Manufacturer’s invoice(s) for each delivered Commodity, including individual Motor Vehicle, and Options, in the shipment;

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

• Manufacturer’s certificate of origin, if applicable;

• Manufacturer’s operator manual

• Manufacturer’s warranty certifications;

• Sales Tax Exemption Form, if applicable;

• Temporary tag and 20-day extension tag, if applicable; and

• DHSMV 82040, Application for Certificate of Title and vehicle registration, if applicable.

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

3.18 Inspection and Acceptance

The Customer should inspect the Motor Vehicle and Options for any physical damage or errors, including but not limited to exterior color, make/Model, and Options. The Contractor is obligated to correct any Customer-identified errors or damage at no cost to the Customer.

Inspection and acceptance shall occur at the location of the Customer’s place of business or designated location, or if the Customer chooses, at the Contractor’s place of business.

Title and risk of loss or damage to all Motor Vehicles and Options shall be the responsibility of the Contractor until inspection and acceptance by the Customer. If a Motor Vehicle or Option requires service or adjustments, as required by the Customer, the Contractor shall either correct the issue or be responsible for reimbursing the Manufacturer’s local service Licensed Dealer or others selected by the Customer to remedy the defect. The Contractor shall initiate such required service or adjustments within two Business Days following notification by the Customer. The Commodity shall not be accepted until all service or adjustments are satisfactory, and the Commodity is re-delivered in acceptable condition. All costs of transportation and delivery incurred for initial delivery and any re-deliveries not due to Customer error or damage are the responsibility of the Contractor.

The Customer shall notify the Department of any Term Contract deviation that it cannot resolve with the Contractor. The Department and Customer shall develop a corrective action plan related to the Term Contract deviation, which may include the Customer’s permanent refusal to accept the Motor Vehicle or Option, in which case the Commodity shall remain the property

25-25100000-ITB Page 12 of 15 of the Contractor, and the Customer and the State shall not be liable for payment for any portion thereof.

3.19 Commodities Title and Registration

The Contractor shall title and register Motor Vehicles delivered under the Term Contract for the Customer in accordance with Florida Law, including Chapters 319 and 320, F.S. The Contractor shall provide any necessary form(s) that must be signed by the Customer at the time of delivery, and the Contractor shall obtain any necessary signature(s) and complete the titling and registration process for the Customer within the timeframe agreed on by the Customer and the Contractor.

In the event the Customer is permitted by law to obtain title and registration for the Motor Vehicle independent of the Contractor and chooses to obtain title and registration independent of the Contractor, the Customer shall notify the Contractor in writing of this decision no later than three Business Days following receipt of the Acknowledgment of Order Form. However, the Customer shall then be obligated to title and register the Motor Vehicle and the Contractor shall provide the Customer any documents necessary for the Customer to do so at the time of delivery.

The Contractor may obtain special plates such as “State”, “County”, or “City” from most county tax offices, but agency plates such as “DOT”, “DC”, “DNR”, etc. shall be obtained from the Department of Highway Safety and Motor Vehicles, Division of Motor Vehicles, in Tallahassee, Florida.

Customers may elect to transfer an existing license plate, or may choose to obtain a new license plate, for which additional fees may apply.

• The Contractor is not required to obtain new license plates for the Customer unless there is a notation, and a new license plate fee is included on the Customer’s order.

• The Customer’s order notation for a new license plate shall include the request for a new license plate, what type of license plate is required, and a Customer point of contact including the person’s name, title, and telephone number should there be any questions.

3.20 Charges and Fees

All pricing under this Term Contract shall include the following:

• Administrative;

• Environmental;

• *Tax, Tag, and Title;

• *License Plate Transfer;

• Preparation;

• Handling;

• Freight;

• Distribution;

• Shipping;

• Delivery to any point within the State of Florida;

• Warranty;

• Tire and Battery Fee;

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• Any other charges or fees necessary to deliver the Motor Vehicle or Options according to the requirements, specifications, terms, and conditions, exclusive of taxes; and

• Installation (except as specified in the Body Transfer and 3rd Party Body Installations section of the SOW)

*Customers have the right to process their own Tax, Tag, and Title and License Plate Transfer. If this occurs, the Contractor shall credit the Customer for any applicable title fees.

Charges and fees in excess of those that existed on the date the Term Contract was entered into may be extended to Customers only if the amount of the increase is attributable to changes in market conditions. The amount of the charge or fee extended to Customers shall not exceed the difference between the amount of the charge or fee at the time of the request for Departmental approval and the amount of the charge or fee that existed at the inception of the Term Contract.

Prior to extending any such charge or fee to Customers, the Contractor must request the Department’s approval by submitting to the Contract Manager documentation and justification for extending the amount of the charge or fee to Customers; the Contractor must explain the changes in market conditions that resulted in the charge or fee, identify the entity that determines and will receive the charge or fee (e.g. Manufacturer), and provide the methodology used to determine the amount of the charge or fee extended to Customers.

The Department reserves the exclusive right to approve or deny the increase of any charge or fee request. Any charge or fee request will be reviewed separately and accepted or rejected on an individual basis. After obtaining written approval from the Department to extend a charge or fee to Customers, the approved amount of the charge or fee must be listed separately on the PQF; the Contractor shall provide documentation of the Department’s approval with each PQF that includes the charge or fee.

3.21 Compliance and Compatibility

It is the Contractor’s responsibility to ensure that the Commodities/Services supplied are compliant with the Term Contract requirements, specifications, terms, and conditions.

Additionally, the Contractor shall ensure that all Commodities ordered by the Customer are fully compatible with each other and with any associated pre-existing Commodity possessed by the Customer and disclosed to the Contractor by the Customer. The Contractor’s acceptance of the Customer’s order shall indicate that the Contractor agrees to deliver a Commodity/Service(s) that is fully compliant and compatible with the Customer’s order requirements, specifications, terms, and conditions.

3.22 Punchout Catalog and Electronic Invoicing

The Contractor is encouraged to provide an MFMP punchout catalog.

The punchout catalog provides an alternative mechanism for suppliers to offer the State access to products awarded under the Term Contract. The punchout catalog also allows for direct communication between the MFMP eProcurement System and a supplier’s Enterprise Resource Planning (ERP) system, which can reflect real-time product inventory/availability information.

The punchout catalog enables Florida buyers to “punch out” to a supplier’s website. Using the search tools on the supplier’s Florida punchout catalog site, the user selects the desired products.

When complete, the user exits the supplier’s punchout catalog site and the shopping cart (containing products) is “brought back” to MFMP. No orders are sent to a supplier when the user exits the supplier’s punchout catalog site. Instead, the chosen Products are “brought back” to MFMP as line items in a purchase order. The user can then proceed through the normal workflow

25-25100000-ITB Page 14 of 15 steps, which may include adding, deleting, and editing products (i.e., line items) in the purchase order. An order is not submitted to a supplier until the user approves and submits the purchase order, at which point the supplier receives an email with the order details.

The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the Customer through one of the mechanisms as listed below:

1) EDI (Electronic Data Interchange)

This standard establishes the data contents of the Invoice Transaction Set (EDI 810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Business Network (formerly known as Ariba Network) for catalog and non-catalog goods and services.

2) PO Flip via BN This online process allows Contractors to submit invoices via the BN for catalog and non-catalog goods and services. Contractors are able to create an invoice directly from their inbox in their BN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities.

The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider of MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within MFMP. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider the right and license to reproduce and display within MFMP the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Term Contract.

3.23 Financial Consequences

Failure to comply with the requirements of the Term Contract will result in the imposition of financial consequences. The following financial consequences will apply for the Contractor’s failure to meet the performance metric standard and due date corresponding with the deliverables under the Term Contract. The Customer may impose additional Financial Consequences beyond those stated herein to apply to that Customer’s purchase. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Term Contract termination, or nonrenewal, when the Contractor has failed to comply with the provisions of the Term Contract.

The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures over each target period beginning with the first full month or quarter of the Term Contract performance and every month or quarter, respectively, thereafter.

Financial Consequences Chart

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Deliverable Performance Metric

Performance Due Date

Financial Consequence for Non-Performance

Contractor will timely submit complete Term Contract Quarterly Sales Reports

All Term Contract Quarterly Sales Reports will be submitted timely with the required information

Completed reports are due on or before the 30th calendar day after the close of each State fiscal quarter

$250 per day late

Contractor will timely submit complete MFMP Transaction Fee Reports

All MFMP Transaction Fee Reports will be submitted timely with the required information

Completed reports are due on or before the 15th calendar day after the close of each month

$100 per day late

Contractor will timely provide accurate Price Quote Forms to Customers

All Price Quote Forms will be timely provided to Customers with accurate information

Price Quote Forms are due within two Business Days following the Customer’s request

$250 per occurrence of an inaccurate or untimely Price Quote Form

Contractor will deliver Motor Vehicles with the appropriate fuel/electric charge requirements to Customers

Contractor shall adhere to delivery requirements pursuant to the Transportation and Delivery section in the SOW

Upon each Motor Vehicle delivery to Customers

$50 per occurrence of a Motor Vehicle delivery with less than the appropriate fuel/electric charge requirements

Contractor will provide within two Business Days any requested information and a timeframe for completion of the order

Contractor shall adhere to Delivery of In-Stock and Out-of- Stock Motor Vehicles requirements pursuant to the Transportation and Delivery section in this Scope of Work

Any requested information and a timeframe for completion of the order is due with two Business Days following the Customer or the Department’s Contract Manager

$100 per Business Day the Contractor is late in providing any requested information and a timeframe for completion of the order to the Customer and the Department’s Contract Manager

No favorable action will be considered when Contractor has outstanding Term Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees / monies, that are required under this Term Contract.