Attachment A, Scope of Work.pdf

Agriculture and Lawn Equipment ITB No. 26-25101900-ITB

ATTACHMENT A

SCOPE OF WORK

1. PURPOSE

To provide Customers with Agriculture and Lawn Equipment 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.

Accessory(ies) – A part or object used for convenience, attractiveness, safety, etc. to improve Base Equipment capability which meet the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Base Equipment by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry.

Base Equipment – A Manufacturer’s Base Agriculture and Lawn Equipment without the inclusion of OEM or Non-OEM Options, Parts, Accessories, and Implements. Base Equipment may be identif ied by a combination of the Manufacturer’s name, trade name, brand name, make name, model name, model number or catalog number.

Bid – The document(s) submitted by a Bidder in response to this ITB.

Bidder – A Vendor who submits a Bid to this ITB.

Business Day – Monday through Friday, inclusive, except for those holidays specified in section 110.117, F.S., 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(ies) – In accordance with section 287.012 F.S., Commodities may include Base Equipment; OEM and Non-OEM Options, Parts, Accessories, and Implements; and other products available through this Term Contract. Commodities may also be referred to throughout as “Agriculture and Lawn Equipment.”

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

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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. 26-25101900-ITB.

Customer – A state agency or eligible user.

Customer-Specific Scope of Work (Customer SOW) – Tasks, deliverables, and performance requirements, prefereces, metrics, and terms and conditions for the requested Agriculture and Lawn Equipment established by the Customer.

Dealer – A Manufacturer’s certified representative who has been authorized by the Manufacturer to market, sell, provide, and service the Commodities of the Manufacturer that are responsive to the Term Contract. Dealers may be Contractor-owned and -controlled (in whole or in part), or independently owned and controlled.

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

Group – A collection of Agriculture and Lawn Equipment that is described in this Scope of Work and Attachment C, Discount Sheet (Groups 1-20). A Group may or may not include Sub-Groups.

Implement(s) – A tool, utensil, or other piece of equipment, especially as used for a particular purpose or to improve Base Equipment capability which meet the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Base Equipment by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry.

Manufacturer – The producer or provider of Agriculture and Lawn Equipment which possess the minimum quality, reliability, service, and value required by the Department and Customer’s SOW.

May be used interchangeably with Brand Name.

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 without benefit of a Term Contract.

It must be verif iable by the Department.

MSRP Certification Form – The Manufacturer’s certification that the awarded Bidder has been provided the most current nationally published MSRPs or that the MSRPs are unavailable as provided in Attachment J, MSRP Certif ication Form.

MSRP Credit – The MSRP price of OEM and Non-OEM Option(s), Part(s), Accessory(ies) or Implement(s) that are deducted from the Base Equipment price paid by the Customer if removed from the Base Equipment.

MSRP Discount – The reduction in price offered by the Contractor from the Manufacturer’s Suggested Retail Price (MSRP) of a Commodity submitted by the Contractor in Attachment C, Discount Sheet (Groups 1-20). The MSRP Discount is expressed as a percentage up to the hundreth’s, or higher, decimal place (e.g. 14.32%).

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MSRP List – The Manufacturer’s Suggested Retail Price List, a collection of MSRPs and related information broken down by specific Commodities. Manufacturer’s official website or Dealer software are the only acceptable sources of the most current and revised MSRPs and MSRP Lists for use under the resulting Term Contract.

Net Price - The final price paid by the Customer after applying all MSRP Discounts and MSRP Credits.

Non-OEM – Produced by a Manufacturer or party other than the OEM.

Options – Options requested by the Customer specifically for the Agriculture and Lawn Base Equipment which meet the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Base Equipment by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry.

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

Parts – Repair or service parts for Base Equipment which meet the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or provided with or separately from the Base Equipment by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry.

Product Sheet – A list of all Base Equipment, OEM Options, Parts, Accessories, and Implements, and Non-OEM Options, Parts, Accessories, and Implements for each Manufacturer/Brand and Group or Sub-Group for which the Contractor received an award.

Sub-Group – A specific series of Commodities within a Group which are described in Attachment C, Discount Sheet (Groups 1-20). A Group may or may not include Sub-Groups.

State – The State of Florida.

Term Contract – The legally enforceable State Term Contract, as defined in section 287.012, F.S., between the Department and the awarded Bidder(s) resulting from this solicitation.

Vendor Information Portal (VIP) – The State of Florida’s vendor registration, supplier development, and bidding system developed in accordance with section 287.042(3), F.S. The Vendor Information Portal is accessible at https://vendor.myfloridamarketplace.com.

3. SCOPE OF WORK

3.1 Description of Scope

Contractors shall provide Agriculture and Lawn Equipment, and applicable Options, Parts, Accessories, and Implements, 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 Agriculture and Lawn Equipment offered under the Term Contract are classified and listed in Attachment C, Discount Sheet (Groups 1-20).

https://vendor.myfloridamarketplace.com/

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3.2 Minimum Specifications and Standards

All Commodities, including all Base Equipment; OEM and Non-OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components, shall meet the following minimum requirements:

• Are designed, constructed, equipped, assembled (except as specified in Section 3.10, Transportation and Delivery Requirements), and installed to be fully suitable for their intended use, purpose, and service (The Contractor is not required to install Parts purchased by the Customer unless specifically agreed to by the Customer and Contractor in writing);

• Are new and unused (except as specified in Section 3.10, Transportation and Delivery Requirements), for the current Manufacturer’s model year or later, of current or recent production, and of the latest design and construction;

• Designed for biodiesel (B-20), compressed natural gas (CNG), diesel, electric, gasoline (E-10 to E-85), liquefied petroleum gas (LPG), natural gas, or propane powered. All Commodities may be a hybrid of the above power sources;

• Include all OEM standard features, equipment, and components, Manufacturer or Dealer installed according to the Manufacturer’s standard procedures, requirements, and specifications;

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

• Are professionally designed, manufactured, installed, and serviced pursuant to the industry standard of care; and

• 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.

3.3 Advertising and Marketing

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

3.4 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

ITB No. 26-25101900-ITB Page 5 of 16 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 identif ication of the conflict.

3.5 Pricing

The Contractor shall adhere to the MSRP Discount off each awarded Manufacturer/Brand Name in the Group or Sub-Group submitted in Attachment C, Discount Sheet (Groups 1-20), which is incorporated into the Term Contract. The Contractor shall provide the lowest available Net Price to the Customer which meets the specifications of this Scope of Work.

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

3.6 Net Price

The Net Price for Base Equipment, OEM and Non-OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components shall include all charges for the Commodity, including but not limited to packing, handling, freight, distribution, transportation, startup, pre-delivery, delivery, inspection, installation, construction, assembly, title, and registration. The Contractor may include shipping charges for OEM and Non-OEM Options, Parts, Accessories, and Implements that the Customer orders separately from the Base Equipment. Additional charges for a Commodity shall not be charged outside of the Net Price unless expressly authorized in writing in the Customer SOW.

Charges and fees in excess of those that existed at the inception of the Term Contract may be extended to the Customer only if the amount of the increase is attributable to changes in market conditions. Prior to extending any such charge or fee to the Customer, the Contractor must request the Customer’s approval by submitting documentation and justif ication for extending the amount of the charge or fee. 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). The amount of the charge or fee extended to the Customer shall not exceed the difference between the amount of the charge or fee at the time the Contractor requests the Customer’s approval and the amount of the charge or fee that existed at the inception of the Term Contract. The Customer may approve or deny the charge or fee request. If deemed necessary by the Customer or the Contractor, the request may be escalated to the Department by submitting the same documentation that was submitted to the Customer to the Department’s Contract Manager. The Department reserves the exclusive right to approve or deny the escalated charge or fee request. If the charge or fee request is denied, the Contractor may withdraw the Price Quote Form (PQF). After obtaining written approval to extend the charge or fee, the approved amount of the charge or fee must be listed separately on the PQF. The Contractor shall provide documentation of approval by the Customer or Department with the PQF that includes the charge or fee.

3.7 MSRP List and MSRP List Adjustments

The Contractor shall submit a complete MSRP List for each Manufacturer/Brand Name and Group or Sub-Group for which the Contractor received an award that includes all Base Equipment, OEM Options, Parts, Accessories, and Implements and Non-OEM Options, Parts, Accessories, and Implements. The MSRP List shall be submitted to the Department within ten (10) Business Days of the Notice of Intent to Award and prior to Term Contract execution. The Commodities listed on the MSRP List must match the Commodities listed on the Product Sheet. The MSRP List is subject

ITB No. 26-25101900-ITB Page 6 of 16 to the Department’s approval. The MSRP List shall include the following for each Commodity: the Manufacturer/Brand Model Number, the Manufacturer/Brand Item Description, and the MSRP at the time of submission. The Contractor shall include a cover page, which shall provide the applicable Group or Sub-Group, Manufacturer/Brand Name, and MSRP List date. The Department shall be the final arbiter for any disputes as to the accuracy of the MSRP at the time a Price Quote Form is received by the requesting Customer.

The Contractor may add products to and remove products from the MSRP List at any time during the life of the Term Contract by submitting a complete and revised MSRP List. Revised MSRP Lists must be accompanied by a revised Product Sheet, as described in Section 3.8, Product Sheet and Product Sheet Adjustments, as well as a list of all changes made from the previously submitted version of the MSRP List. Commodities added must be from a Manufacturer/Brand Name for which the Contractor received an award and fall within the scope of a Group or Sub- Group for which the Contractor received an award. Products removed must be discontinued and no longer available from the Manufacturer. The Contractor shall be responsible for removing all non-eligible and unacceptable Commodities under the Term Contract from the Contractor’s MSRP List.

3.8 Product Sheet and Product Sheet Adjustments

The Contractor shall submit a complete Product Sheet to include all Base Equipment, OEM Options, Parts, Accessories, and Implements; and Non-OEM Options, Parts, Accessories, and Implements for each Manufacturer/Brand and Group or Sub-Group for which the Contractor received an award. The Product Sheet shall be submitted to the Department within ten (10) Business Days of the Notice of Intent to Award and prior to Term Contract execution.

The Product Sheet must be provided in accordance with the requirements outlined below and in Attachment K, Sample Product Sheet, and shall be provided in Excel format. A separate tab is required for each Group and Sub-Group. The Commodities listed on the Product Sheet must match the Commodities listed on the MSRP List. The Product Sheet is subject to the Department’s approval. Each tab shall include, at minimum, the following information for each Commodity offered under that Group and Sub-Group:

• Manufacturer/Brand Name (as shown in Attachment C, Discount Sheet (Groups 1-20));

• Commodity Type (i.e., Base Equipment; OEM Option, Part, Accessory, or Implement;

Non-OEM Option, Part, Accessory, or Implement);

• Model number or other identifier that Customers can use to locate the Commodity on the

Manufacturer’s website, if applicable;

• Additional number or Model identif ier(s) of Base Equipment for and associated with the

OEM Options, Parts, Accessories, or Implements; or Non-OEM Options, Parts, Accessories, and Implements if applicable;

• Description;

• MSRP;

• MSRP Discount (as shown in Attachment C, Discount Sheet (Groups 1-20), for the

Commodity type); and

• Net Price

The Contractor may add products to the Product Sheet anytime during the life of the Term Contract by submitting a complete and revised Product Sheet. Products added must be from a

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Manufacturer/Brand Name within a Group or Sub-Group for which the Contractor received an award. The Contractor may delete products from the Product Sheet by providing a justif ication to the Department with approval from the Department. Any product deletions require the Contractor to submit a complete and revised Product Sheet, and shall include a revised MSRP List, as described in Section 3.7, MSRP List and MSRP List Adjustments, as well as a list of all changes made from the previously submitted version of the MSRP List. The Contractor shall immediately notify the Department in writing if the Contractor is unable to provide the awarded Manufacturer/Brand. The Contractor shall be responsible for removing all non-eligible and unacceptable Commodities under the Term Contract from the Contractor’s Product Sheet.

3.9 Commodities Titles and Registration

Agriculture and Lawn Equipment delivered under the Term Contract shall be titled and registered by the Contractor in accordance with Florida law, including Chapters 319 and 320, F.S. The Contractor shall send any necessary form(s) that shall be signed by an authorized representative of the Customer with the awarded Commodity upon delivery, and the Contractor shall obtain any necessary signatures and complete the titling and registration process for the Customer in a timely manner.

In the event the Customer is permitted by law or policy to obtain title and registration independent of the Contractor, and chooses to obtain title and registration independent of the Contractor, the Customer will notify the Contractor in writing of this decision no later than three Business Days following receipt of the Attachment I, Acknowledgement of Order Form. However, the Customer shall then be obligated to title and register the Commodity and the Contractor shall provide any documents necessary for the Customer to do so.

Customers may elect to transfer an existing license plate or may choose to obtain a new license plate.

• Transferring an existing license plate is the standard default order type and does not require specific notation on the Purchase Order. All related fees associated with transferring an existing license plate are included in the Base Equipment Net Price.

a) When obtaining a new license plate, the Customer should include a notation on the Customer’s order and an additional amount to cover the cost of a new license plate. The Contractor is not required to obtain a new license plate for the Customer unless there is a notation and a new license plate fee is included on the Customer’s order. All related fees except for the new license plate cost are included in the Base Equipment Net Price. The Customer’s order notation for a new license plate shall include the request for a new license plate, the type of license plate required, and a contact person’s name, title, email, and telephone number.

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

3.10 Transportation and Delivery Requirements

The following replaces section 5.e., Transportation and Delivery, of the PUR 1000.

Transportation and Delivery shall be Free on Board (F.O.B.) destination to the Customer’s location throughout the State of Florida. The Contractor is responsible for all delivery charges.

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3.10.1 Delivery of In-Stock and Out-of-Stock Commodities

• Delivery of all Commodities shall be within 14 calendar days after Contractor’s receipt of the Customer’s order, with one exception – Commodities requiring post- Manufacturer or Dealer installed OEM or Non-OEM Options, Parts, Accessories, and Implements shall be delivered within 30 Calendar Days after receipt of Commodities from the Manufacturer(s).

• The Contractor shall notify the Customer of any potential delivery delays, or when Commodities are not in stock or unavailable from the Manufacturer at the time of order, within two Business Days after receiving a purchase order. Commodities must be delivered within 180 Calendar Days after receipt of the order, unless otherwise agreed to by the Customer. As soon as the Commodities are back in stock, the Commodities must be delivered within 14 Calendar Days to the Customer. For any delivery not made within the 180 and 14 Calendar Days’ timeframes, the Department’s Contract Manager must be notif ied and given a copy of the Customer’s order. The Contractor must provide the Department’s Contract Manager any requested information and timeframes for completion of the order.

Upon mutual agreement, the Customer may agree, but shall not be obligated in any event, to a revised delivery timeframe for a Customer’s order. The Contractor must receive written approval from the Customer for a revised delivery timeframe and shall only be applicable to the order(s) identified in the written approval from the Customer.

3.10.2 Delivery Specifications

Delivery of the Commodity is defined as receipt of the Commodity at the Customer’s place of business or designated location. Delivery does not constitute the Customer’s acceptance. The Contractor shall give the Customer a minimum of one (1) Business Day notice prior to delivery. Commodities shall be delivered as stipulated by the Customer.

Deliveries will be received only between 8:00 a.m and 5:00 p.m. on the Customer’s local time and on Business Days unless previously arranged and approved by the Customer in writing.

The Contractor shall deliver Commodities by either private or common carrier transport.

Where deliveries may be accomplished by driving the self-propelled, street-legal, Commodity three road miles or less, the self-propelled, street-legal Commodity may be driven to the delivery location at Contractor’s sole risk and expense. The Contractor shall comply with the Manufacturer’s break-in requirements and all applicable traffic and safety laws.

3.10.3 Fuel and Charging Requirements

a) Fuel-Powered Equipment All self-propelled, operator-occupied Commodities delivered by the Contractor to the Customer shall contain no less than one-quarter (1/4) tank of fuel as indicated by the fuel gage at the time of delivery.

b) Electric-Powered Equipment

All electric-powered Commodities shall be delivered with a minimum state of charge (SOC) of 80%, or the Manufacturer’s recommended delivery SOC, whichever is higher. Each Base Equipment 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 verif ied functional prior to delivery. Software, ITB No. 26-25101900-ITB Page 9 of 16 f irmware, and any telematics or navigation systems shall be fully updated.

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

c) Hybrid Equipment

All hybrid Commodities delivered by the Contractor to the Customer shall contain no less than one-quarter (1/4) tank of fuel as indicated by the fuel gage at the time of delivery; along with a minimum state of charge (SOC) of 80%, or the Manufacturer’s recommended delivery SOC, whichever is higher. Each Base Equipment 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 verif ied functional prior to delivery. Software, firmware, and any telematics or navigation systems shall be fully updated. Equipment failing to meet this requirement may be subject to rejection or additional charges.

3.10.4 Manufacturer’s Pre-Delivery Inspection

The Contractor shall perform the standard Manufacturer’s pre-delivery inspection and is responsible for delivering a Commodity that is properly serviced, clean, and in first class operating condition in accordance with the Customer’s purchase order. The Contractor is required to perform the following, at a minimum, as part of its pre-delivery service:

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

• Check and fill all f luid levels to ensure proper fill;

• Adjust engine(s) to proper operating conditions;

• Inflate tires to proper pressure;

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

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

• Ensure that the Commodity is completely assembled (unless otherwise noted in the following sub-section), including Base Equipment, OEM and Non-OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components and all Options, Parts, Accessories, and Implements, are thoroughly tested and ready for immediate operation upon delivery; and

• Where applicable, ensure that the product is packaged in a manner which ensures safe delivery to the destination. Packaging shall comply with all federal, state, and local laws including but not limited to the requirements of section 403.7191, F.S.

The Contractor shall mark each package to include the name of the Contractor, the Term Contract number, the purchase or Customer’s order number, and a brief description of the contents.

3.10.5 Required Documents for Delivery

The Contractor shall deliver all Commodities with each of the following completed documents:

• Copy of the Manufacturer’s pre-delivery inspection form, which meets or exceeds the requirement herein;

• Copy of the ordering Customer’s order;

• Copy of the applicable Manufacturer specification(s);

• Copy of the Manufacturer’s invoice(s) (prices may be deleted or obscured) for each

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Commodity, including individual Base Equipment, OEM and Non-OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components and OEM Options, Parts, Accessories, and Implements in the shipment;

• Manufacturer’s window sticker(s), if applicable;

• Manufacturer’s “certif icate of origin,” if applicable;

• Manufacturer’s “operator manual,” and (if not included in the operator manual) one

(1) each of the Manufacturer’s lubrication and maintenance instructions;

• Copy of the Manufacturer’s standard warranty certif ications;

• Sales tax exemption form, if applicable;

• Temporary tag and twenty (20) day extension tag, if applicable; and

• HSMV82040MV, Application for Certif icate of Motor Vehicle Title, if applicable.

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

These transportation and delivery requirements, terms, and conditions also apply to the re-delivery of a Commodity that was previously rejected upon initial delivery.

3.11 Acceptance

The Customer, within three (3) Business Days of delivery, will inspect the Commodity received for acceptability. The Customer should compare the physical Commodity delivered; Term Contract prices, discounts, requirements, specifications, terms, and conditions; customer order;

and Manufacturer’s window sticker or Manufacturer’s invoice(s) to ensure the Commodity received meets or exceeds the requirements, specifications, terms, and conditions of the Term Contract and the Customer’s order. Additionally, the Customer should inspect the Commodity for any damage. The Contractor is obligated to correct any errors or damage. Failure by the Customer to discover an error or damage in the Commodity shall not relieve the Contractor from its obligation to correct the error or damage in the event it is found any time after the Commodity is delivered.

The Parties agree that inspection and acceptance shall be the Customer’s responsibility and occur at the location of the Customer. Title and risk of loss or damage to all Commodities shall be the responsibility of the Contractor until accepted by the Customer. The Contractor shall be responsible for filing, processing, and collecting all damage claims. The Customer shall assist the Contractor by:

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

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

3. Confirming said reports in writing within fifteen (15) Business Days of delivery, requesting that the carrier inspect the damaged merchandise; and

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

Transportation and delivery of the Commodity does not constitute acceptance for the purpose of payment. Acceptance and authorization of payment shall be given by the Customer only after a

ITB No. 26-25101900-ITB Page 11 of 16 thorough inspection indicates that the Commodity is undamaged and meets the Term Contract requirements, specifications, terms, and conditions. Should the delivered Commodity be damaged or differ in any respect from the Term Contract requirements, specifications, terms, and conditions, payment shall be withheld until such time as the Contractor completes the required, Customer-approved, corrective action.

Should the Commodity require service or adjustments as part of the Customer-approved corrective action(s), the Contractor shall either remedy the defect or be responsible for reimbursing the Manufacturer’s local service Dealer or others selected by the Customer to remedy the defect. The Contractor shall initiate such required service or adjustments within two (2) 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. The costs of any transportation and delivery required as part of the initial or any re-deliveries due to 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.

3.12 Compliance and Compatibility

It is the Contractor’s responsibility to ensure that the Commodities 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(ies) that is fully compliant and compatible with the Customer’s order requirements, specifications, terms, and conditions.

In the event any ordered Base Equipment; OEM and Non-OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components are found by the Customer to be missing, incorrect, defective, damaged, noncompatible, or non-compliant, the Contractor shall, at the Customer’s discretion, be required to complete one of the following:

• Install or repair the Base Equipment, OEM and Non-OEM Option(s), Part(s), Accessory(ies), and Implement(s), and their respective features, equipment, and components;

• Replace the Base Equipment, OEM and Non-OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components;

• Refund the purchase price of the Base Equipment, OEM and Non-OEM Option(s), Part(s), Accessory(ies), and Implement(s); and their respective features, equipment, and components to the Customer.

Any changes necessary after the delivery of the Customer’s order that are required to bring a Commodity into compliance or compatibility due to an incorrect order fulfillment by the Contractor shall be accomplished at the Contractor’s expense.

3.13 Installation

When installation is required, the Contractor shall be responsible for placing and installing the Commodities or parts in the required locations at no additional charge. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the Commodity or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, tools, rigging, labor, and materials required to install or replace the Commodities or parts in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents.

If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor

ITB No. 26-25101900-ITB Page 12 of 16 shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order.

3.14 Request for Quotes Requirement

Customers shall use a Request for Quotes (RFQ) in accordance with sections 287.056(2), F.S.

and 287.0591(5), F.S., and Rule 60A-1.043, F.A.C., as applicable, when making purchases under this Enterprise Wide Agreement. For purchases of non-IT commodities, the Customer shall request quotes from all awarded Contractors within a Sub-Group, or Group with no Sub-Group, to provide the applicable Commodities under this Enterprise Wide Agreement, unless otherwise permitted by Rule 60A-1.043, F.A.C.

For all purchases made pursuant to this Enterprise Wide Agreement, the Contractor recognizes and agrees that it is responsible for all tasks, deliverables, terms, and conditions, contained in this Enterprise Wide Agreement, any Customer RFQ, and any resulting Customer-specific contracts. The Contractor warrants that it has fully informed itself of all relevant factors affecting the accomplishment of the tasks and deliverables and agrees to be fully accountable for the performance thereof.

3.15 Price Quote Form

For all customer orders, the Contractor shall complete and submit Attachment H, Price Quote Form (PQF), to the Customer for the requested Commodities. All Commodities shall be itemized separately on the PQF and include applicable brand, model, and pricing information. The price quoted for Commodities shall not exceed the current Term Contract’s Net Price to Customers.

The PQF shall be completed by the Contractor and returned to the Customer within two (2) Business Days of the Contractor’s receipt of the Customer’s request for a quote. Customers may negotiate with the Contractor to establish a lower price through a greater discount percentage off

MSRP.

At the time of quote, the PQF must be accompanied by documentation showing the current MSRP and the MSRP Discount for the Customer. Any price changes that occur during the manufacturing, ordering, or delivery process must be approved by the Customer in writing.

3.16 Department Approval (State Agency Only)

After receiving a completed PQF, the Customer will develop a justif ication 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

3.17 Acknowledgement of Order Form

For each order, the Contractor shall provide the ordering Customer with a fully completed Attachment I, Acknowledgement of Order Form, within five Business Days of receiving the Customer’s order. The Contractor must use the Attachment I, Acknowledgment of Order Form and must not make any alterations. Failure to timely provide the Customer with the Attachment I, Acknowledgement of Order Form shall be deemed acceptance of the order, which, if necessary, shall require the Contractor to provide the newest model of the Commodity which meets the prices, discounts, requirements, specifications, terms, and conditions herein.

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

ITB No. 26-25101900-ITB Page 13 of 16

When the Contractor receives an order and does not have the ordered Commodities in stock and cannot deliver the Commodities to the Customer within 14 calendar days, the Contractor shall notify the ordering Customer on the Attachment I, Acknowledgement of Order Form. When providing the Attachment I, Acknowledgment of Order Form the Contractor shall provide the Customer with the Manufacturer’s order confirmation information and estimated delivery date.

Submission of the Attachment I, Acknowledgement of Order Form is the responsibility of the Contractor without prompting or notif ication by the Contract Manager or Customer. Repeated failures by the Contractor to timely submit completed Attachment I, Acknowledgement of Order Forms to the ordering Customers may be cause for default proceedings and Term Contract termination.

3.18 Customer Service

Contractors shall have at least one authorized representative that will be available by phone or e-mail during the Business Day. The representative will respond to inquiries within one Business Day. The representative is responsible for managing all inquiries related to ordering, returns, and product quality.

3.19 Testing

Samples of delivered Commodities may be selected at random by Customers or Department and tested for compliance with the requirements, specifications, terms, and conditions set forth in the Term Contract and any Customer agreement.

If the delivered Commodities are non-compliant, the Contractor shall provide the Customer a full refund or replace the Commodities with compliant Commodities within ten (10) Business Days.

The Customer has the sole discretion to determine whether a replacement or refund will be provided.

3.20 Warranty

The Contractor shall ensure that the Manufacturer’s standard warranty shall cover all Commodities available through the Term Contract. The Manufacturer’s standard warranty is required to provide coverage against defective material, workmanship, and failure to perform in accordance with the specifications and required performance criteria. The Manufacturer’s standard warranty coverage shall be identical to or exceed the most inclusive of those customarily provided for the Commodities specified herein that are sold to any federal, state, or local governments. The Manufacturer’s standard warranty shall have a minimum term of one year from the acceptance section and shall begin only at the time of acceptance by the Customer.

Should the Manufacturer’s standard warranty conflict with any requirements, specifications, terms, or conditions of the Term Contract, or any Customer agreement then the Term Contract and Customer agreement requirements, specifications, terms, and conditions shall prevail.

3.21 Recalled Commodities

In the event there is a recall of any Commodity offered on the Term Contract, or any part or component of a, or any parts incorporated into the Commodity, the Contractor shall assist the Department and Customers in developing a recall strategy and shall cooperate with the Department and the Customers in monitoring the recall operation and in preparing such reports as may be required. Each Contractor shall, at the request of the Department or any Customer, assist the Department and each Customer in locating and obtaining any recalled Commodities.

Each Contractor shall immediately notify and provide copies to the Department of any

ITB No. 26-25101900-ITB Page 14 of 16 communications, whether relating to recalls or otherwise, with any Customer. The Contractor shall ensure recalled Commodities are rectif ied, replaced and destroyed in compliance with all applicable laws, rules or regulations and the Department's instructions. All efforts relating to recalled Commodities shall be at the Contractor’s expense.

3.22 Full-Service Repair Facilities

The Contractor agrees to maintain at least one factory-authorized service station or servicing Dealer within the State of Florida to perform warranty repairs and adjustments throughout the Term Contract term. The Contractor shall promptly notify the Department of any changes thereto.

The Contractor shall be responsible for all service performed, regardless of whether the Contractor or its approved Dealer actually performed the service. Notwithstanding the foregoing, the Contractor may offer Customers “after warranty” service agreements for the maintenance and repair of goods after the initial warranty expires. The Contractor shall list this additional service as a separate item on the invoice.

3.23 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 (full of 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 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, ITB No. 26-25101900-ITB Page 15 of 16 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 identif ies the Products made available by the Contractor under the Term Contract.

3.24 Financial Consequences

Failure to comply with the requirements of the Term Contract will result in the imposition of f inancial 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

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 deliver Commodity(ies) with the appropriate fuel/electric/hybrid charge requirements to Customers

Contractor shall adhere to delivery requirements pursuant to the Section 3.10, Transportation and Delivery Requirements in the

SOW

Upon each Commodity delivered to Customers

$250 per occurrence of a delivery with less than the appropriate fuel/electric charge requirements

Contractor will timely provide accurate Price Quote Forms to Customers

All Price Quote Forms will be timely provided to

Price Quote Forms are due within two (2) Business Days

$100 per occurrence of an inaccurate or untimely Price Quote Form

ITB No. 26-25101900-ITB Page 16 of 16

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.

Deliverable Performance Metric Performance Due Date

Financial Consequence for Non-Performance

Customers with accurate information following the Customer’s request

Contractor will deliver Commodity(ies) timely

Contractor shall deliver Commodity(ies) within the time frame as specified in Section 3.10.1 of the

SOW

Upon each delivery due date $500 per day late