Exhibit D - Contract.docx

CONTRACT

NO. 28423

FOR

MOTOR VEHICLES

STATEWIDE

CATEGORY(IES): ________

VEHICLE MANUFACTURER(S): ________

For Use by Eligible Purchasers

By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

and

Dated _____________________, 2025

CONTRACT NO.28423 – MOTOR VEHICLES 7

(Rev. 2024-04-12)

CONTRACT NO. 28423

FOR

MOTOR VEHICLES

CATEGORY(IES) ____________

VEHICLE MANUFACTURER(S) ____________

This Washington Statewide Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and ____________________, a ________________ (“Contractor”) and is dated and effective as of _______________ __, 2025.

R E C I T A L S A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish enterprise procurement solutions, including contracts, for goods and/or services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized Enterprise Services to make these contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agencies or entities, public benefit nonprofit organizations, and any tribes located in the State of Washington. See RCW 39.26.050(1) & (2).

B. Washington state agencies and other eligible purchasers, as part of their operational needs, have reason to purchase certain specified motor vehicles (“Motor Vehicles” or “Goods”). Accordingly, to provide an enterprise procurement solution for eligible purchasers to procure certain specified Motor Vehicles in a cost-effective and efficient manner from responsible, qualified Contractors who are authorized dealers for the applicable Motor Vehicle manufacturer, using the State of Washington’s online Contract Automobile Request System (“CARS”) to provide Motor Vehicle inventory and configuration information as well as Motor Vehicle sales quotes to eligible purchasers, Enterprise Services, on behalf of the State of Washington, as part of a competitive governmental procurement, issued Competitive Solicitation No. 28423 dated __________, 2024, for Motor Vehicles.

C. The Competitive Solicitation was designed to result in Contract awards by specified Contract Categories in which bidders could bid on any or all specified Contract Categories for specified Motor Vehicle manufacturers in which bidders could bid on any or all specified manufacturers for which bidder is an authorized dealer. Eligible purchasers could purchase included specified Motor Vehicles from awarded bidders, through CARS, using the terms and conditions of the Contracts.

D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder for the above-stated Contract Category(ies) and above-stated Vehicle Manufacturer).

E. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.

F. The purpose of this Contract is to enable eligible purchasers to purchase the Goods and/or Services as set forth herein.

A G R E E M E N T NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

Note: Contractor must pay the VMF within thirty (30) calendar days of invoice from Enterprise Services. If Contractor is delinquent in timely paying the VMF for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

Contract Sales Reports:

Contractor timely provides to Enterprise Services, with no less than a 75% on time rate over the contract term, the required Contract quarterly sales reports.

Note: Contractor must provide the quarterly sales reports to Enterprise Services within thirty (30) calendar days of the quarter’s end. If Contractor is delinquent in providing the quarterly sales reports for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

2. ELIGIBLE PURCHASERS. This Contract may be utilized by any of the following types of entities (each an eligible “Purchaser”):

2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions.

2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION. Any the following institutions of higher education (colleges) in Washington:

· State universities – i.e., University of Washington & Washington State University;

· Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University

· Evergreen State College;

· Community colleges; and

· Technical colleges.

2.3. CONTRACT USAGE AGREEMENT PARTIES. Any of the following types of entities that have executed a Contract Usage Agreement with Enterprise Services:

· Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington;

· Federal governmental agencies or entities;

· Public-benefit nonprofit corporations (i.e., public benefit nonprofit corporations as defined in RCW 24.03A.245) who also receive federal, state, or local funding); and

· Federally recognized Indian Tribes located in the State of Washington.

3. SCOPE: INCLUDED GOODS AND/OR SERVICES & PRICES.

3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only those specified Goods and/or Services set forth in Exhibit A – Included Goods/Services for the prices set forth in Exhibit B – Prices for Goods/Services. Contractor shall not represent to any Purchaser under this Contract that Contractor has contractual authority to sell or provide any Goods and/or Services beyond those set forth in Exhibit A – Included Goods/Services.

(a) Goods. For purposes of this Contract, “Goods” means all Motor Vehicles, ancillary parts, accessories, components and other items included within Exhibit A – Included Goods/Services purchased by Purchaser pursuant to this Contract and as identified in the Purchase Order.

(b) Services. For purposes of this Contract, “Services” means all services of any nature included within Exhibit A – Included Goods/Services ordered by Purchaser pursuant to this Contract and as identified in the Purchase Order.

(c) Specifications. Where applicable, specifications for Goods and/or Services are detailed in this Contract (see, e.g., Exhibit A – Included Goods/Services) and the Purchase Order. Unless otherwise specified in the Purchase Order, all Goods and/or Services provided shall be new and unused of the latest model or design.

3.2. STATE’S ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the Goods and/or Services included in this Contract; Provided, however, that any such modification shall be effective only upon thirty (30) calendar days advance written notice; and Provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract.

3.3. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide the Goods and/or Services at no greater than the prices set forth in Exhibit B – Prices for Goods/Services.

3.4. CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible Purchasers information regarding this Contract, including scope, pricing, and lowest responsive, responsible bidder designation. In addition, Enterprise Services identifies awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned Businesses, or that, pursuant to the Contract provide Goods/Services that meet specified state procurement priorities as set forth in the Competitive Solicitation.

4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. Comment by Tolbert, Greg (DES): Team: There are no procurement-specific rep/warrantis?

Authorized dealer

CARS

4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good standing; (b) qualified to do business in the State of Washington; and (c) registered with the Washington State Department of Revenue and the Washington Secretary of State.

4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

4.4. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that neither Contractor nor its principals or affiliates presently are nor have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States.

4.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52.

4.6. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirements regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

4.7. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

4.8. WASHINGTON SMALL BUSINESS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Washington Small Business as defined and set forth in Contractor’s Bidder’s Certification.

4.9. CERTIFIED VETERAN-OWNED BUSINESS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Certified Veteran-Owned Business as defined and set forth in Contractor’s Bidder’s Certification.

4.10. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

4.11. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that Contractor complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Enterprise Services and Purchasers’ employees.

4.12. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that Contractor is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of Contractor’s information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.

4.13. WASHINGTON’S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is registered with Washington’s Statewide Payee Desk, which registration is a condition to payment.

4.14. CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that Contractor shall use commercially reasonable efforts both to promote and market the use of this Contract with eligible Purchasers and to ensure that those entities that utilize this Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor’s Goods and/or Services or suggesting that such Goods and/or Services are the best or only solution to their needs. Accordingly, Contractor further represents and warrants that Contractor shall make no reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services.

4.15. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

4.16. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind affecting title to any Goods and/or Services that are the subject of this Contract.

4.17. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability to perform the Contract.

4.18. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract or a similar contract, is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60) calendar days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and such Purchasers; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Contract for the sixty (60) day period immediately before such transition.

4.19. AUTHORIZED DEALER. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor is an authorized dealer for each Motor Vehicle manufacturer identified in Exhibit A – Included Goods/Services.

5. QUALITY; WARRANTY; REMEDIES.

5.1. GOODS WARRANTY. Contractor warrants that, for a period of twelve (12) months from the date when the Goods are put into use, or eighteen (18) months after delivery of the Goods, whichever is later (“Goods Warranty Period”), the Goods: (a) are free from defects in design, material, and workmanship; (b) are fit and safe for the intended purposes and appropriate for the specified application(s) (if any); (c) are consistent with recognized industry quality standards; (d) comply with the requirements, specifications, drawings, standards, and descriptions included in this Contract; and (e) are produced and delivered in full compliance with applicable law (“Goods Warranty”). Contractor further warrants that it has good and marketable title to the Goods and shall keep Purchaser’s property free of liens. If Purchaser receives notice of a lien caused by Contractor, Purchaser may withhold any payment otherwise due Contractor until Contractor submits proof, in a form satisfactory to Purchaser, that all lienable claims have been fully paid or waived. Comment by Jemmott, Michellee (DES): I think we may have addressed this, but what about the manufacturers warranty, do we need to call that out? Comment by Tolbert, Greg (DES): Team: Let’s discuss. This needs to align with the procurement strategy and intent. In this case, for example, I suspect that most (likely all) contractors do NOT warrant the goods - they are retailers who will pass through the manufacturer warranty - which may vary by manufacturer.

Decision: Decide, as a business matter, how to approach warranty and then legal can draft to align with business decision.

5.2. GOODS REMEDY. If Goods do not comply with the Goods Warranty or any defects develop during the Goods Warranty Period under normal use, at Purchaser’s election, Contractor promptly shall remedy the defect by removing, repairing, correcting, or replacing any defective Goods. Contractor’s Goods Warranty support shall include, at Contractor’s sole expense, all technical support, parts, materials and equipment, and labor, including freight and “in/out” costs required to address the defect. If, in Purchaser’s judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor shall refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs. Comment by Tolbert, Greg (DES): Team: This also requires business review. Vehicle manufacturers and dealers have enough market power that they are unlikely to agree to this (e.g., amortized use; depreciation, etc.). Need to determine business objective

5.3. SERVICES WARRANTY. Contractor warrants that: (a) Services shall be performed in a timely, efficient, and professional manner; (b) all Contractor personnel assigned to perform Services shall have the necessary skill and training; and (c) Services shall be performed in a manner consistent with the standard of care in the industry (“Services Warranty”). The Services Warranty shall survive for a period of twelve (12) months after the date when Services are completed (“Services Warranty Period”).

5.4. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner found to be nonconforming during the Services Warranty Period, Contractor promptly shall remedy the non-conformance, or at Purchaser’s election, Contractor shall re-perform or correct the nonconforming Services at no additional cost to Purchaser or refund the amounts paid for the Services.

5.5. IT WARRANTY. Contractor warrants, that all hardware, software, and firmware associated with Goods or Services (“IT Goods” and “IT Services”, respectively) shall not: (a) contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (i) damage, destroy, or alter any software or hardware; (ii) reveal, damage, destroy, or alter any data; (iii) disable any computer program automatically; or (iv) permit unauthorized access to any software or hardware; (b) contain any third party software (including software that may be considered free software or open source software) that (i) may require any software to be published, accessed, or otherwise made available without the consent of Purchaser, or (ii) may require distribution, copying, or modification of any software free of charge; and (c) infringe on any patent, copyright, trademark, or other proprietary or intellectual property right of any third party or misappropriate any trade secret of any third party (“IT Warranty”). The IT Warranty shall expire twelve (12) months after the date IT Goods are delivered or IT Services are complete, as applicable. Comment by Jemmott, Michellee (DES): Question: Would there ever be a situation where the vehicle would be returned? These are all purchases and not leases? I ask because if the vehicles are leased and then resold what is the dealers process for ensuring addresses from GPS and/or telephone numbers from calls made are wiped? Just a question, it may not be relevant.

5.6. IT REMEDY. If IT Goods or IT Services do not comply with the IT Warranty, or if any defect or non-conformance develops during the IT Warranty Period, Contractor, at Purchaser’s election, promptly shall: (a) remedy the defect by removing, repairing, correcting or replacing, and/or reinstalling any defective IT Goods; (b) re-perform or correct the non-conforming IT Services at no additional cost to Purchaser; or (c) refund the amounts paid for IT Services and IT Goods.

5.7. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Purchaser, or if an emergency exists rendering it impossible or impractical for Purchaser to have Contractor provide a remedy, Purchaser may, without prejudice to any other rights or remedies available to it, make or cause to be made required modifications, adjustments, or repairs, or may replace Goods, Services, IT Goods, or IT Services, in which case Contractor shall reimburse Purchaser for its actual costs or, at Purchaser’s option, Purchaser shall offset the costs incurred from amounts owing to Contractor.

5.8. TECHNICAL SUPPORT. During any applicable warranty period, Contractor shall provide all warranty service and telephone support, including after-hour technical support, at its own cost. Contractor shall maintain a technical support hotline to address breakdowns and safety incidents.

6. SAFETY; SECURITY; CONTRACTOR REQUIREMENTS WHILE ON PURCHASER’S PREMISES. Contractor’s failure to comply with any of the requirements in this Section shall be cause for termination. Comment by Tolbert, Greg (DES): Team: Do you want to address any requirements to minimize fraudulent orders?

6.1. REGULATORY REQUIREMENTS/SAFETY. Goods and/or Services supplied by Contractor shall meet all applicable health, safety, and other federal, state, and/or local regulatory requirements applicable to the Goods and/or Services.

6.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchaser with all appropriate current Material Safety Data Sheets (“MSDS”) at the time of delivery of each shipment of Goods which requires such compliance and/or and for materials used by Contractor while performing Services pursuant to this Contract.

6.3. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are present at Purchaser’s premises, Contractor promptly shall report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury involving Contractor, its agents, employees, or subcontractors occurring at such premises. Contractor agrees to cooperate and assist Purchaser in any investigation of incidents.

6.4. ON-SITE REQUIREMENTS. As applicable, while on Purchaser’s premises or while interacting with Purchaser and/or Enterprise Services’ personnel, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchaser’s physical, fire, access, safety, health, and security requirements and not interfere with Purchaser’s operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access Purchaser’s premises shall be adequately trained and at all times comply with Purchaser’s requirements.

6.5. IT SECURITY POLICIES. Contractor, its agents, employees, or subcontractors shall comply with all Washington State IT security policies and standards which shall be made available to Contractor upon request.

7. SUBCONTRACTORS.

7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Contract, Contractor shall: (a) incorporate Contractor’s responsibilities under this Contract into its subcontracts; (b) be fully responsible for the performance of any such subcontractors (regardless of tier) and ensure that subcontractors comply with each and every Contractor obligation set forth in this Contract; (c) be the sole point of contact for Enterprise Services and any Purchasers regarding all contractual matters; (d) ensure that such subcontractors are registered in WEBS; and (e) defend, indemnify, and hold Enterprise Services and Purchasers harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier). Prior to utilizing any subcontractor to perform this Contract, Contractor shall provide written notice to Enterprise Services’ contract administrator. Such notice shall confirm that the subcontractor is registered in WEBS and provide the necessary information for Enterprise Services’ contract administrator to include such subcontractor(s) in Washington’s Purchasing Contract Management System (PCMS).

7.2. REPORTING. If Contractor is required to report to Purchaser and/or Enterprise Services, such report(s) shall include subcontractor data, by subcontractor, for any data that Contractor is required to report as well as a consolidated ‘rollup’ report combining Contractor and subcontractor data.

7.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this Contract shall apply to subcontractors (at any tier) and Contractor shall not utilize any subcontractors (at any tier) who cannot provide such representations or certifications, excepting the certification to be registered with Washington’s Statewide Payee Desk, unless Purchaser shall pay such subcontractor directly.

8. USING THE CONTRACT – PURCHASES.

8.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Motor Vehicles from this Contract, consistent with the terms hereof and by using Washington’s Contract Automobile Request System (CARS), administered by Enterprise Services (“Purchaser Order”). All order documents must reference the Contract number. The features and functions of the secure website created for use by eligible Purchasers under this Contract shall include the following: Comment by Tolbert, Greg (DES): Team: Do these already exist? If so, we can simplify

· Access by standard web browsers-Contract Automobile Request System (CARS);

· Unique Purchaser/customer identifying log-in capabilities;

· Product information such as unit of measure, item status, price description, and photos;

· Item status inquiry functionality that provides stock availability;

· Order tracking;

· Help functionality;

· Reflect current catalog/price list and Contract pricing;

· Restricted to only those items that may be purchased under this Contract by being identified as core items or are within the general product categories established by this Contract; and

· Shall not include any items that are specifically excluded from this Contract.

8.2. DELIVERY REQUIREMENTS. Contractor must ensure that the Goods and/or Services are delivered or provided as required by this Contract, the Purchase Order used by Purchaser, and as otherwise mutually agreed in writing between Purchaser and Contractor. The following apply to all deliveries:

(a) For purposes of this Contract, ‘delivery,’ ‘deliveries,’ and/or ‘deliver’ means:

(i) Contractor arranged private or common carrier transport of Motor Vehicle(s);

(ii) Contractor transport or driving Motor Vehicles to Purchaser’s specified delivery location; Provided, however, that Purchaser’s delivery location must be specified in advance in the Purchase Order; and Provided further, that Contractor must use commercially reasonable efforts to minimize the number of Motor Vehicle odometer miles and, in the event that the Motor Vehicle’s odometer registers more than two hundred and fifty (250) odometer miles in excess of the shortest distance between Contractor’s dealership and Purchaser’s delivery location, Purchaser, at its option, may require Contractor to deduct $0.50 per excess mile from the applicable invoice and payment. Contractor must comply with the manufacturer’s break-in requirements; or Comment by Tolbert, Greg (DES): This does not belong in state contracts.

(iii) At Purchaser’s option, Purchaser receipt of the Motor Vehicle at Contractor’s dealership.

(b) Contractor shall ensure that Motor Vehicle deliveries occur as specified in Purchaser’s Purchase Order.

(i) Deliveries pursuant to section 8.2(a)(i) and (ii) shall occur during Purchaser’s normal work hours and within the time period mutually agreed in writing between Purchaser and Contractor. Contractor shall provide advance notice of planned delivery to Purchaser no less than one full business day prior to planned delivery.

(ii) Deliveries pursuant to section 8.2(a)(iii) shall occur during Contractor’s normal work hours and within the time period mutually agreed in writing between Purchaser and Contractor.

(c) Contractor shall deliver Motor Vehicles purchased pursuant to this Contract, at Contractor’s expense, FOB Purchaser’s specified delivery location with all transportation and handling charges included. Contractor shall bear all risk of loss, damage, or destruction of the Goods and/or Services ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchaser’s fault or negligence.

(d) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Contract shall be identified by the Contract number set forth on the cover of this Contract and the applicable Purchaser’s Purchase Order number. Packing lists shall be enclosed with each delivery and clearly identify all contents and any backorders.

(e) Motor Vehicles in stock must be delivered within fourteen (14) calendar days after Contractor’ receipt of Purchaser’s Order or Contractor’s receipt of the Motor Vehicle from the manufacturer; Provided, however, orders for Motor Vehicles that require post-manufacturer dealer (Contractor) installed OEM Options, Accessories, or Implements shall be delivered within thirty (30) calendar days after Contractor’s receipt of the Motor Vehicle from the manufacturer. Comment by Jemmott, Michellee (DES): In the cases that the purchase is from an authorized dealer would this still apply? Maybe we can leave out the word manufacturer or we can add authorized dealer? Just a thought. Comment by Tolbert, Greg (DES): Team: Let’s discuss. As a business matter, do you want this limitation? What about situation where Contractor does a vehicle trade with another dealer (in that case the vehicle is NOT coming from the manufacturer). This happens pretty frequently.

(f) Contractor shall ensure that all Motor Vehicle deliveries result in Purchaser’s receipt of a Motor Vehicle containing no less than one-quarter (1/4) tank of proper fuel as indicated by the fuel gauge at the time of delivery.

(g) Prior to delivery, Contractor shall perform the standard Manufacturer’s Pre-Delivery Inspection. Contractor is responsible for delivering a Motor Vehicle that is properly serviced, clean, and in first class operating condition. Prior to delivery, Contractor, at a minimum, shall:

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

· Check all fluid levels and assure proper fill;

· Adjust engine(s) / motor(s) / drive(s) to proper operating condition(s);

· Inflate tires (including any spares) to proper pressures;

· Check to assure proper operation of all accessories, gauges, lights, and mechanical and hydraulic features;

· Clean Motor Vehicle, if necessary, and remove all unnecessary tags, stickers, papers, etc.; and

· Assure that the Motor Vehicle is completely assembled (unless otherwise noted in the specification) including Representative Model, OEM Options (if applicable), Identified Aftermarket Options (if applicable), and thoroughly tested and ready for operation upon Delivery.

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

· Copy of the Manufacturer’s Pre-Delivery Inspection form, which meets or exceeds the requirements herein;

· Copy of Purchaser’s Purchase Order;

· Copy of the applicable Contract specification(s) and Price Sheet information;

· Copy of the Manufacturer’s Invoice(s) for each Motor Vehicle, including individual Representative Model, OEM Options, and Identified Aftermarket Options, in the shipment;

· Manufacturer’s Window Sticker(s), if applicable;

· Manufacturer’s Certificate 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 Certifications;

· Sales Tax Exemption Form, if applicable;

· Temporary Tag and twenty (20) day Extension Tag, if applicable; and Application for Certificate of Title and Vehicle Registration, if applicable.

(i) Deliveries that do not include the above applicable forms and publications, or that have forms that have been altered, or are not properly completed, may be refused. Repeated failures by Contractor to include the above properly completed forms and publications, or that have submitted altered forms to Purchasers shall constitute breach of Contract and such default shall be a basis for Contract termination.

(j) The requirements, terms, and conditions set forth herein also apply to the re-delivery of any Motor Vehicle that previously was rejected upon initial delivery.

(k) Motor Vehicles requiring post-Manufacturer, Dealer installed OEM Options and Identified Aftermarket Options must be delivered within thirty (30) calendar days after Contractor’s receipt of such Motor Vehicles from the Manufacturer(s).

8.3. PURCHASER INSPECTION AND ACCEPTANCE. Motor Vehicles purchased under this Contract are subject to Purchaser’s reasonable inspection, testing, and approval. Purchaser reserves the right to reject and refuse acceptance of Motor Vehicles that are not in accordance with this Contract and Purchaser’s Purchase Order. If there are any apparent defects in the Motor Vehicles at the time of delivery, Purchaser promptly shall notify Contractor. At Purchaser’s option, and without limiting any other rights, Purchaser may require Contractor to repair or replace, at Contractor’s expense, any damaged Motor Vehicles or, at Purchaser’s option, Purchaser may note any such damage on the receiving report, decline acceptance, and deduct the cost of rejected Motor Vehicles from final payment. Payment for any Motor Vehicles under such Purchase Order shall not be deemed acceptance.

(a) Purchaser, within three (3) business days of delivery, shall thoroughly inspect the Motor Vehicle for acceptability.

(i) Purchaser shall compare the Motor Vehicle; Contract prices, discounts, requirements, specifications, terms, and conditions; Purchase Order; and Manufacturer’s Window Sticker / Manufacturer’s Invoice(s) to ensure that the Motor Vehicle meets or exceeds the requirements, specifications, terms, and conditions of the Contract and Purchase Order.

(ii) Purchaser shall inspect the Motor Vehicle for any physical damage. Contractor is obligated to correct any errors or damage pertaining to the Motor Vehicle. Purchaser’s failure to discover an error or damage pertaining to the Motor Vehicle shall not relieve Contractor from its obligation to correct the error or damage.

(b) Contractor shall be responsible for filing, processing, and collecting all damage claims. Purchaser shall assist the Contractor by: Comment by Tolbert, Greg (DES): Not necessary and confuses requirements above. Comment by Tolbert, Greg (DES): This is not commerically reasonable. Contractor has risk of loss until delivery. That is different than liability for defects

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

· Report any known visible and concealed damage to the carrier and Contractor;

· Confirm said reports in writing within fifteen (15) business days of delivery, requesting that the carrier inspect the damaged Motor Vehicle; and

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

(c) Delivery does not constitute acceptance for purposes of payment. Final acceptance and authorization of payment shall be given by Purchaser only after Purchaser’s inspection indicates that the Motor Vehicle is undamaged and meets the Contract requirements, specifications, terms, and conditions. In the event that the Motor Vehicle is damaged or differs in any respect from the Contract requirements, specifications, terms, and conditions, Purchaser may withhold payment until such time as Contractor corrects the error and/or damage.

(d) In the event that the Motor Vehicle requires service or adjustments to correct the error and/or damage, Contractor either shall (i) remedy the defect; or (ii) be responsible for reimbursing the Manufacturer’s local service dealer or qualified entity selected by Purchaser to remedy the defect. Contractor shall initiate such required service or adjustments within two (2) business days following notification by Purchaser. The Motor Vehicle shall not be accepted until all service and/or adjustments are satisfactory and the Motor Vehicle is re-delivered in acceptable condition. The costs of any transportation and delivery or any re-deliveries due to error or damage shall be Contractor’s responsibility.

(e) Purchaser shall notify Enterprise Services in writing of any Contract deviation that it cannot resolve with Contractor. Enterprise Services and Purchaser shall develop a corrective action plan related to the Contract deviation, which may include Purchaser’s permanent refusal to accept the Motor Vehicle, in which case the Motor Vehicle shall remain the property of Contractor, and Purchaser and the State shall not be liable for payment for any portion thereof.

(b) In the event any ordered Base Equipment, OEM Options, Identified Aftermarket Options, or Non-Identified Aftermarket Options; and their respective features, equipment, and components are found by Purchaser to be missing, incorrect, defective, damaged, non-compatible, or non-compliant, Contractor shall, at Purchaser’s discretion, be required to do one of the following:

· Install or repair the Base Equipment, OEM Options, Identified Aftermarket Options, or Non-Identified Aftermarket Options; and their respective features, equipment, and components

· Replace the Base Equipment, OEM Options, Identified Aftermarket Options, or Non-Identified Aftermarket Options and their respective features, equipment, and components

· Refund the purchase price of the applicable Base Equipment, OEM Options, Identified Aftermarket Options, or Non-Identified Aftermarket Options to the Eligible User

(c) Any changes necessary after the delivery of the Vehicle / Commodities that are required to bring a Vehicle / Commodities into compliance and / or compatibility due to an incorrect order fulfillment by the Contractor may be accomplished at the Contractor’s expense.

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

9. INVOICING & PAYMENT.

9.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Purchaser’s designated invoicing using CARS. Such invoices shall itemize the following:

· Contract No. 28423;

· Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative);

· Contractor’s Federal Tax Identification Number;

· Date(s) of delivery;

· Applicable Goods and/or Services;

· Invoice amount; and

· Payment terms, including any available prompt payment discounts.

Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices shall not be processed for payment until receipt of a complete invoice as specified herein.

9.2. PAYMENT. Payment is the sole responsibility of, and shall be made by, the Purchaser. Purchaser’s obligation to pay invoices is subject to receipt of a timely and accurate invoice and conforming Goods and/or Services. Unless Contractor has provided a prompt payment discount set forth in Exhibit B – Prices for Goods/Services, Purchaser’s payment is due within thirty (30) calendar days of invoice. Purchaser retains the right of setoff for any amount due or owing to Purchaser. Purchaser may make payments electronically (e.g., ACH payments). Contractor shall provide information necessary to facilitate electronic payments. If Purchaser fails to make timely payment(s), Contractor may invoice Purchaser in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment shall not be considered late if a check or warrant is mailed within the time specified.

9.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty (30) calendar days after notice to Contractor.

9.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or receive advance payment for any Goods and/or Services furnished by Contractor pursuant to this Contract.

9.5. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, insurance, or payment processing.

9.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased Goods and/or Services. Contractor’s invoices shall separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes.

10. CONTRACT MANAGEMENT.

10.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Contract. Enterprise Services’ contract administrator shall provide Contract oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Contract. The parties may change contract administrators by written notice as set forth below.

Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Attn: Ricky VangDES Cars System Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-701-91042212 Email: ricky.vangdescarssystem@des.wa.gov Attn: _________________________ Tel: (___) __________ Email: _______________

Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee.

10.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Contract.

10.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov Attn: _________________________ Email: _______________

Notices shall be deemed effective upon the earlier of receipt if mailed, or, if emailed, upon transmission to the designated email address of said addressee.

11. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS.

11.1. CONTRACT SALES REPORTING. Contractor shall report total Contract sales quarterly to Enterprise Services, as set forth below.

(a) Contract Sales Reporting System. Contractor shall report quarterly Contract sales in Enterprise Services’ Contract Sales Reporting System. Enterprise Services shall provide Contractor with a login password and a vendor number. The password and vendor number shall be provided to the Sales Reporting Representative(s) listed on Contractor’s Bidder Profile.

(b) Data. Each sales report must identify every authorized Purchaser by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period…