RFP Document.pdf

Minivan Vehicle RFP Page 1 of 80 2024

Request for Proposal

South Dakota Department of Transportation

Office of Air, Rail, and Transit

ADA Minivan Procurement

RFP Number 25RFP12491

PROPOSALS DUE: February 19, 2025, 2:00 PM Central Time

Primary Contact Information

Contact Name: Brenda Sharkey

Telephone Number: 605-773-8082

Email: brenda.sharkey@state.sd.us mailto:brenda.sharkey@state.sd.us

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CONTENTS

1 GENERAL INFORMATION

1.1 SPONSORING AGENCY

1.2 PURPOSE OF REQUEST FOR PROPOSAL

1.3 PROPOSER ELIGIBILITY

1.4 PROPOSAL PROCESS

1.4 PROPOSAL EVALUATION

1.5 SUPPLEMENTAL INFORMATION

1.6 NEGOTIATIONS AND AWARD

1.7 PROTEST PROCEDURES

1.8 REQUIRED CERTIFICATIONS

2 STANDARD CONTRACT TERMS AND CONDITIONS

3 SCOPE OF WORK

3.1 Technical Specifications

3.1.2 Access Hatches, Doors, Trays, or Panels

3.1.3 Air Bags

3.1.4 Air Conditioning/Heating/Defrosting:

3.1.5 Alternator:

3.1.6 Anti-Corrosion Treatment:

3.1.7 Axles:

3.1.8 Back-Up Warning Device:

3.1.9 Battery:

3.1.10 Body:

3.1.12 Bumpers:

3.1.13 License Plate Brackets:

3.1.14 Chassis:

3.1.15 Color and Finish:

3.1.16.15 Diagram of Vehicle:

3.1.17 Dimensions:

3.1.18 Doors:

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3.1.20 Drive:

3.1.21 Emergency Equipment:

3.1.22 Warning Devices:

3.1.24 Engine Block Heater:

3.1.25 Engine Cooling System:

3.1.27 Floor:

3.1.29 Fuel Tank- Replacement:

3.1.30 Grab Handles:

3.1.31 Instrument Panel:

3.1.32 Interior:

3.1.33 Lights (Interior):

3.1.34 Lights (Exterior):

3.1.35 Line Protection:

3.1.36 Mirrors:

3.1.37 Mobility Ramp:

3.1.38 Mud Flaps

3.1.39 Passenger Restraints:

3.1.40 Passenger Seating Capacity:

3.1.41 Power Steering:

3.1.42 Radio and Speakers:

3.1.43 Road Clearance:

3.1.44 Seating (Driver):

3.1.45 Seating

3.1.46 Suspension:

3.1.47 Tilt Steering Wheel:

3.1.48 Tires:

3.1.49 Transmission:

3.1.50 Undercoating:

3.1.51 Weight Analysis:

3.1.52 Wheelbase:

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3.1.53 Wheels:

3.1.54 Wheel Wells:

3.1.55 Windows:

3.1.56 Windshield:

3.1.57 Windshield Wipers, Washers and Fluid Reservoir:

3.1.58 Wiring and Electrical:

3.1.59 Miscellaneous Technical Specifications:

3.1.67 Alternate Items

4.1 Delivery of Vehicle

4.1.3 PAYMENT FOR DELIVERABLES

5 PROPOSAL FORMAT

6 Federal Certification and Clauses

Appendix A

Appendix B Cost Proposal

Appendix C Exceptions and Deviations

Appendix D Acknowledgment of Addenda

1 GENERAL INFORMATION

1.1 SPONSORING AGENCY

The Office of Air, Rail, and Transit of the South Dakota Department of Transportation (SDDOT) is the issuing office for this document and all subsequent addenda relating to it. Unless the names of specific agencies are needed for clarity, the term “State” in this RFP refers to the SDDOT, other selected State of South Dakota agencies, or the South Dakota state government. However, SDDOT will be the coordinating agency for all matters related to any agreement resulting from this RFP.

SDDOT provides services without regard to race, color, gender, religion, national origin, age, or disability, according to the provisions contained in South Dakota Codified Law (SDCL) 20-13, Title VI of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Act of 1990 and Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, 1994. Any person who has questions concerning this policy or believes he or she has been discriminated against should contact the Department’s Civil Rights Office at (605)773-3540.

1.2 PURPOSE OF REQUEST FOR PROPOSAL

SDDOT seeks vendors with the necessary experience, knowledge, and qualifications to manufacture and deliver ADA Minivan vehicles in accordance with the terms and conditions outlined in Request

Minivan Vehicle RFP Page 5 of 80 2024 for Proposal (RFP) 25RFP12491. This procurement may award multiple contracts with multiple vendors.

If applicable, proposals can be submitted on one, several, or all the vehicles and fuel types.

Specifically, the SDDOT is requesting the following types of ADA Minivan Vehicles.

• Side Entry ADA Minivan- 8

• Rear Entry Minivan-2

Rolling stock is being purchased to replace existing vehicles that have exceeded their useful life and need replacement and add vehicles to expand existing fleets. The end recipients of the vehicles will be primarily rural public transportation or specialized transportation providers throughout South Dakota, but they could also be in other approved states.

1.3 PROPOSER ELIGIBILITY

SDDOT solicits proposals from vendors with demonstrated capability and experience in manufacturing and supplying vehicles for transit agencies.

No proposal will be accepted, and no contract will be awarded to any person, firm, or corporation in arrears on any obligations to the State of South Dakota or that may otherwise be deemed irresponsible or unreliable by the State of South Dakota.

Before executing a contract, the offeror must be registered with the South Dakota Secretary of State to conduct business within the State.

Important: All vendors submitting proposals must have a Unique Entity Identifier (UEI) and be registered on SAM.gov. Failure to provide a UEI will disqualify you from consideration. Please allow up to 3 weeks for SAM.gov processing. You must be registered in SAM.gov and have a UEI before the award date to be eligible for the award.

Registering on SAM.gov is FREE. For information on registering for SAM.gov, please click here:

https://sam.gov/content/home

1.4 PROPOSAL PROCESS

1.4.1 Procurement Schedule

This procurement will follow the schedule defined in the following table.

Activity End Date & Time

RFP Publication January 10, 2025

Deadline for submission of written inquiries January 24, 2025, 5:00 PM Central

SDDOT responses to vendor questions and /or SDDOT addenda

January 29, 2025, 5:00 PM Central

Proposal submission to SDDOT February 19, 2025, 2 pm

CT

Evaluation of proposals to determine shortlist (if required) February 28, 2025, 5:00 PM Central

Demonstrations, presentations, discussions (if required) March 7, 2025 Contract award March 20, 2025 https://sam.gov/content/home

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1.4.2 Request for Proposal

This document constitutes the complete RFP for this project. The RFP reference number 25RFP12491 must be referred to on all proposals, correspondence, and documentation relating to this RFP.

1.3.3 Vendor Inquiries

Vendors and their agents (including subcontractors, employees, consultants, or anyone acting on their behalf) may email inquiries concerning this RFP to obtain clarification of requirements. No inquiries will be accepted after the date and time indicated in the Procurement Schedule.

Questions must be sent to brenda.sharkey@state.sd.us by e-mail with the subject line “RFP Number 25RFP12491”. Vendors and their agents may not otherwise contact SDDOT regarding this RFP during the solicitation and evaluation process. Inappropriate contact is grounds for suspension or exclusion from this procurement.

The SDDOT will respond to Vendors’ inquiries (if required) by email. All inquiries and the State’s response will be posted on the state’s procurement system and SDDOT website.

Vendors will be notified on the state’s procurement system and SDDOT website regarding any modifications to this RFP. Vendors may not rely on any other written or verbal statements that alter any specification, term, or condition of this RFP.

1.3.4 Proposal Submission

The SDDOT must receive all proposals by the date and time indicated in the Schedule of Activities.

Proposals received after the deadline will be late and ineligible for consideration.

Proposals must be signed in ink by an officer of the Vendor legally authorized to bind the Vendor to the proposal. They must also be properly signed to be accepted.

The Vendor must submit an original hard copy (marked clearly as such), two hard copies, and a flash drive of the proposal. Vendors may not send the electronic copy of the proposal via email. In case of any discrepancies, SDDOT will consider the original in evaluating the Proposal, and the electronic version is provided for the SDDOT’s administrative convenience only.

The cost proposal must be in a separate sealed envelope labeled “Cost Proposal” and marked with the RFP number and title. “Sealed Proposal Enclosed” must be prominently displayed outside the shipping container.

Proposals should be labeled in capital letters as follows:

REQUEST FOR PROPOSAL #: 25RFP12491

PROPOSAL DUE: February 19, 2025, at 2:00 PM CENTRAL TIME

BUYER: JACK DOKKEN

PROGRAM MANAGER

SD DEPARTMENT OF TRANSPORTATION

OFFICE OF AIR, RAIL, AND TRANSIT

700 E. BROADWAY AVENUE

PIERRE, SD 57501

mailto:brenda.sharkey@state.sd.us

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1.3.5 Proposal Format

The proposal must adhere to the format prescribed in Section 5 of this RFP.

1.3.6 Modification or Withdrawal of Proposal

The vendor may modify or withdraw proposals before the submission deadline. No oral, telephonic, or facsimile responses or modifications to informal or formal bids or RFPs will be considered.

1.4 PROPOSAL EVALUATION

Proposals will be evaluated by a team of staff from the SDDOT Office of Air, Rail, and Transit.

1.4.2 SDDOT Conflict of Interest Policy

The State of South Dakota’s conflict of interest policy prohibits any employee, officer, or agent of the State of South Dakota or approved third party applicant from participating in the selection, award, or administration of a procurement supported by federal funds if, to his or her knowledge, any of the following has a financial or other interest in suppliers considered for the award:

• the employee, officer, or agent

• any member of his or her immediate family

• his or her domestic partner

• any organization that employs or is about to employ any of the above

• any organization with a financial or other interest in the firm selected for the award.

1.4.3 Comparative Assessment

After determining that a proposal satisfies the requirements stated in the RFP, the evaluators will use subjective judgment to conduct a comparative assessment of the proposal by considering the following:

• commitment and ability to accomplish the work within the prescribed time and budget.

• experience and reliability of the vendor’s organization.

• Specialized expertise, capabilities, and technical competence to meet the project requirements as demonstrated by the proposed approach and methodology.

• Sufficient financial strength, resources, and capability to finance the work to be performed and to complete the contract satisfactorily.

• Record of past performance, including price and cost data from previous projects, quality of work, ability to meet schedules, cost control, and contract administration.

• Evidence that the human and physical resources are sufficient to perform the Contract as specified and to ensure delivery of all vehicles within the specified time.

• Adequate manufacturing facilities sufficient to produce and factory-test vehicles on schedule.

The vendors are responsible for submitting information related to the evaluation categories. The State of South Dakota is not obligated to solicit such information if it is not included in the proposal. The vendor's failure to submit such information may adversely affect the evaluation of the proposal.

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1.5 SUPPLEMENTAL INFORMATION

The State may require or invite additional information after proposals are submitted.

1.5.1 Presentation/Demonstrations

The State may require a presentation or demonstration by a Vendor to clarify a proposal. However, the State may award a contract based on the initial proposals received without a presentation or demonstration. If presentations or demonstrations are required, they will be made at the Vendor’s expense.

1.5.2 Discussions

The State may invite the vendor to engage in discussions after submitting the proposals. Discussions will be made at the vendor’s expense.

1.5.3 Financial Statement

The State may require the vendor to submit a copy of its most recent audited financial statements.

1.6 NEGOTIATIONS AND AWARD

This procurement is a Request for Proposal/Competitive Negotiation process. Each proposal will be evaluated, and each Vendor will be available for negotiation discussions and meetings at SDDOT’s request. SDDOT reserves the right to negotiate any component of any proposal submitted. All proposals and negotiation discussions will be considered confidential from when the proposals are submitted until the formal contract award.

SDDOT and the highest ranked offeror will mutually discuss and refine the scope of work and negotiate terms, including compensation and performance schedule. If the agency and the highest-ranked offeror cannot negotiate a contract at a fair and reasonable compensation level, SDDOT will, either orally or in writing, terminate negotiations with the offeror. The agency may then negotiate with the next highest-ranked offeror. The negotiation process may continue through successive offerors, according to proposal ranking, until an agreement is reached, or the contracting process terminates.

1.6.1 Best and Final Offers

The State reserves the right to request the best and final offers. The State will initiate the request for best and final offers; a vendor may not initiate them. Best and final offers may not be necessary if the State is satisfied with the proposals received.

If the best and final offers are sought, the State will select the vendors to be notified and ask them to submit their best and final offers. Requests will identify specific areas to be covered and the response deadline. Conditions, terms, or price may be altered, provided the changes are within the scope of this Request for Proposal and the instructions contained in the request for the best and final offer. If a Vendor does not submit a best and final offer or a notice of withdrawal, the Vendor’s previous proposal will be considered its best and final. Final evaluations will be conducted after the best and final offers are received.

1.6.2 Budget

The contract(s) or agreement resulting from this RFP will include the State’s terms and conditions listed below, along with any additional terms and conditions negotiated by the parties for one year. SDDOT shall have the option, at the SDDOT’s sole discretion, to extend the contract(s) resulting from this solicitation for an additional two months past the original contract expiration date.

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The SDDOT may renew this contract for an additional four years. The SDDOT shall give notice to the vendor at least 60 days before the termination of the agreement, and the vendor shall agree to such an extension within 30 days before such an extension period shall become effective.

1.6.3 Rejection, Waiver, and Award

The State of South Dakota reserves the right to reject any or all proposals, waive technicalities, and make award(s) as deemed to be in the best interest of the State of South Dakota.

1.7 PROTEST PROCEDURES

Section 200.318(k) of Title 2, Code of Federal Regulations, and the common grant rules assign responsibility to the grant Recipient (SDDOT), in accordance with the good administrative practice and sound business judgment, for resolving all contractual and administrative issues arising out of their third-party procurements, including, but not limited to, source evaluation, protests, disputes, and claims. FTA will not substitute its judgment for that of the Recipient unless the matter is primarily a federal concern.

Violations of law will be referred to the local, state, or Federal authority having proper jurisdiction.

The Recipient must have and use documented procurement procedures consistent with State, local, and tribal laws and regulations and the standards of this section, for the acquisition of property or services required under a Federal award or sub-award

In conformance with FTA Circular 4220.1F, the Recipient will, in all instances, disclose information regarding any protests to FTA and expeditiously notify FTA of any protests when applicable. FTA C 4220.1F Ch. VII, (1)(a)(2)(a). All protest decisions must be in writing. FTA C 4220.1F Ch. VII, (1)(a)(1).

Any “Interested Party,” as defined in FTA Circular 4220.F, who is aggrieved in connection with the solicitation or award of a contract associated with the FTA grant may protest to the Secretary of the South Dakota Department of Transportation at 700 East Broadway Avenue, Pierre, South Dakota 57501, or Joel.Jundt@state.sd.us. The protest must be submitted in writing within ten (10) business days after a such aggrieved interested party knows, or should have known, of the facts giving rise thereto. Protests received after the ten-business-day period will not be considered. The written protest will include, as a minimum, the following:

• the name and address of the protestor

• appropriate identification of the procurement by bid, RFP, or award number

• a statement of the reasons for the protest

• any available exhibits, evidence or documents substantiating the protest.

SDDOT will respond, in detail, to each substantive issue raised in the protest by the protestor. The Secretary of the SDDOT has the authority to make a final determination on the on the protest. The Secretary’s determination will be final. A request for reconsideration of the decision regarding the protest may be allowed by the Secretary of the SDDOT if information becomes available that was not previously known, or there has been an error of law or regulation. FTA will only entertain a protest alleging SDDOT failed to follow SDDOT’S protest procedures, and the protest must be filed per FTA’S Third-Party Contracting Guidance Circular (FTA C 4220.1F).

1.8 REQUIRED CERTIFICATIONS

By signing and submitting its proposal, the proposer certifies its compliance with the following administrative requirements of the State of South Dakota.

The bidder or offeror, in preparing its response or offer or in considering proposals submitted from qualified, potential vendors, suppliers, and subcontractors, or in the solicitation, selection, or https://www.law.cornell.edu/cfr/text/2/200.317 https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/Third%20Party%20Contracting%20Guidance%20%28Circular%204220.1F%29.pdf https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/Third%20Party%20Contracting%20Guidance%20%28Circular%204220.1F%29.pdf https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/Third%20Party%20Contracting%20Guidance%20%28Circular%204220.1F%29.pdf mailto:Joel.Jundt@state.sd.us

Minivan Vehicle RFP Page 10 of 80 2024 commercial treatment of any vendor, supplier, or subcontractor, is not an entity, regardless of its principal place of business, that is ultimately owned or controlled, directly or indirectly, by a foreign national, a foreign parent entity, or foreign government from China, Iran, North Korea, Russia, Cuba, or Venezuela, as defined by South Dakota Executive Order 2023-02. It is understood and agreed that if this certification is false, such false certification will constitute grounds for the State to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response. The successful bidder or offeror further agrees to provide immediate written notice to the contracting executive branch agency if, during the contract term, it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination.

1.8.1 Restriction of Boycott of Israel

By submitting a response to this solicitation or agreeing to contract with the State, contractors, vendors, suppliers, or subcontractors with five (5) or more employees who enter into a contract with the State of South Dakota that involves the expenditure of one hundred thousand dollars ($100,000) or more, agree that the following information is correct:

The bidder or vendor, in preparing its response or offer or in considering proposals submitted from qualified, potential vendors, suppliers, and subcontractors, or in the solicitation, selection, or commercial treatment of any vendor, supplier, or subcontractor, has not reused to transact business activities, has not terminated business activities, and has not taken other similar actions intended to limit its commercial relations, related to the subject matter of the bid or offer, with a person or entity based on Israeli national origin, or residence or incorporation in Israel or its territories, with the specific intent to accomplish a boycott or divestment of Israel in a discriminatory manner. It is understood and agreed that if this certification is false, such false certification will constitute grounds for the State to reject the bid or response submitted by the bidder or vendor on this project and terminate any contract awarded based on the bid or response. The successful bidder or vendor further agrees to provide immediate written notice to the contracting executive branch agency if during, the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination.

1.8.2 Certification in Lobbying

No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

1.8.3 Certification on Debarment and Suspension

Recipients, contractors, and subcontractors that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) with which they propose to contract, or subcontract is not excluded or disqualified. This is done by: (a) checking the SAM exclusions; (b) collecting a certification from that person (found below); or (c) adding a clause or condition to the contract or subcontract.

1.8.4 Bus Testing

The Contractor/Manufacturer certifies that the vehicle model or vehicle models offered in this bid

Minivan Vehicle RFP Page 11 of 80 2024 submission comply with 49 U.S.C 5318(e) and FTA's implementing regulation at 49 CFR Part 665. A copy of the test report (for each bid ITEM) prepared by the Federal Transit Administration’s (FTA) Altoona, Pennsylvania Bus Testing Center is attached to this certification and is a true and correct copy of the test report as prepared by the facility.

1.8.5 Buy America

Contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661 and 2 CFR § 200.322 Domestic preferences for procurements, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA funded projects are produced in the United States unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. § 661.7.

1.8.6 FMVSS Compliance

The proposer must submit one (1) manufacturer’s FMVSS self-certification, Federal Motor Vehicles Safety Standards that the vehicle complies with relevant FMVSS, or two (2) manufacturer’s certified statements that the contracted minivans will not be subject to FMVSS regulations.

1.8.7 Pre-Award Purchaser Requirement

The proposer certifies that the vehicles to be purchased are the same product described in the recipient’s solicitation and that the proposed manufacturer is a responsible manufacturer with eh capacity to produce vehicles that meet the specifications in the solicitation.

1.8.8 Transit Vehicle Manufacturer DBE

Pursuant to section 105(f) of the Surface Transportation Assistance Act of 1982, each proposer for this contract must certify that it complied with the requirements of 49 CFR Part 26.49, regarding the participation of Disadvantage Business Enterprises (DBE) in FTA-assisted procurements of transit vehicles.

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2 STANDARD CONTRACT TERMS AND CONDITIONS

2.1 The Contractor will perform those services described in the Scope of Work, attached hereto as Section 3 of the RFP and by this reference incorporated herein.

2.2 The Contractor’s services under this Agreement will start on date determined by both parties and will be automatically renewed annually, unless terminated sooner pursuant to the terms hereof.

2.3 The Contractor will not use State equipment, supplies or facilities. The Contractor will provide the State with its Employer Identification Number, Federal Tax Identification Number or Social Security Number upon execution of this Agreement.

2.4 The State will make payment for services upon satisfactory completion of the services. The TOTAL CONTRACT AMOUNT will be determined after contract negotiation. The State will not pay Contractor's expenses as a separate item. Payment will be made pursuant to itemized invoices submitted with a signed state voucher. Payment will be made consistent with SDCL chapter 5-26.

2.5 The Contractor agrees to indemnify and hold the State of South Dakota, its officers, agents, and employees, harmless from and against any and all actions, suits, damages, liability, or other proceedings that may arise as the result of performing services hereunder. This section does not require the Contractor to be responsible for or defend against claims or damages arising solely from errors or omissions of the State, its officers, agents, or employees.

2.6 The Contractor, at all times during the term of this Agreement, will obtain and maintain in force insurance coverage of the types and with the limits as follows:

A. Commercial General Liability Insurance:

The Contractor will maintain occurrence based commercial general liability insurance or equivalent form with a limit of not less than $1 million for each occurrence. If such insurance contains a general aggregate limit, it will apply separately to this Agreement or be no less than two times the occurrence limit.

B. Professional Liability Insurance or Miscellaneous Professional Liability Insurance:

The Contractor agrees to procure and maintain professional liability insurance or miscellaneous professional liability insurance with a limit not less than $1 million.

C. Business Automobile Liability Insurance:

The Contractor will maintain business automobile liability insurance or equivalent form with a limit of not less than $1 million for each accident. Such insurance will include coverage for owned, hired, and non-owned vehicles.

D. Workers’ Compensation Insurance:

The Contractor will procure and maintain workers’ compensation and employers’ liability insurance as required by South Dakota law.

Before beginning work under this Agreement, Contractor will furnish the State with properly executed Certificates of Insurance which will clearly evidence all insurance required in this Agreement. In the event a substantial change in insurance, issuance of a new policy, cancellation or nonrenewal of the policy, the Contractor agrees to provide immediate notice to the State and provide a new certificate of insurance showing continuous coverage in the amounts required.

Contractor will furnish copies of insurance policies if requested by the State.

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2.7 While performing services hereunder, the Contractor is an independent contractor and not an officer, agent, or employee of the State of South Dakota.

2.8 Contractor agrees to report to the State any event encountered in the course of performance of this Agreement which results in injury to the person or property of third parties, or which may otherwise subject Contractor or the State to liability. Contractor will report any such event to the State immediately upon discovery.

Contractor’s obligation under this section will only be to report the occurrence of any event to the State and to make any other report provided for by their duties or applicable law. Contractor’s obligation to report will not require disclosure of any information subject to privilege or confidentiality under law (e.g., attorney-client communications). Reporting to the State under this section will not excuse or satisfy any obligation of Contractor to report any event to law enforcement or other entities under the requirements of any applicable law.

2.9 This Agreement may be terminated by either party hereto upon thirty (30) days written notice. In the event the Contractor breaches any of the terms or conditions hereof, this Agreement may be terminated by the State at any time with or without notice. If termination for such a default is affected by the State, any payments due to Contractor at the time of termination may be adjusted to cover any additional costs to the State because of Contractor’s default. Upon termination the State may take over the work and may award another party an agreement to complete the work under this Agreement. If after the State terminates for a default by Contractor it is determined that Contractor was not at fault, then the Contractor will be paid for eligible services rendered and expenses incurred up to the date of termination.

2.10 This Agreement depends upon the continued availability of appropriated funds and expenditure authority from the Legislature for this purpose. If for any reason the Legislature fails to appropriate funds or grant expenditure authority, or funds become unavailable by operation of law or federal funds reductions, this Agreement will be terminated by the State. Termination for any of these reasons is not a default by the State nor does it give rise to a claim against the State.

2.11 This Agreement may not be assigned without the express prior written consent of the State. This Agreement may not be amended except in writing, which writing will be expressly identified as a part hereof and be signed by an authorized representative of each of the parties hereto.

2.12 This Agreement will be governed by and construed in accordance with the laws of the State of South Dakota. Any lawsuit pertaining to or affecting this Agreement will be venue in Circuit Court, Sixth Judicial Circuit, Hughes County, South Dakota.

2.13 The Contractor will comply with all federal, state, and local laws, regulations, ordinances, guidelines, permits and requirements applicable to providing services pursuant to this Agreement, and will be solely responsible for obtaining current information on such requirements.

2.14 The Contractor may not use subcontractors to perform the services described herein without the express prior written consent of the State. The Contractor will include provisions in its subcontracts requiring its subcontractors to comply with the applicable provisions of this Agreement, to indemnify the State, and to provide insurance coverage for the benefit of the State in a manner consistent with this Agreement. The Contractor will cause its subcontractors, agents, and employees to comply, with applicable federal, state, and local laws, regulations, ordinances, guidelines, permits and requirements and will adopt such review and inspection procedures as are necessary to assure such compliance.

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2.15 Contractor hereby acknowledges and agrees that all reports, plans, specifications, technical data, miscellaneous drawings, software system programs and documentation, procedures, or files, operating instructions and procedures, source code(s) and documentation, including those necessary to upgrade and maintain the software program, and all information contained therein provided to the State by the Contractor in connection with its performance of services under this Agreement will belong to and is the property of the State and will not be used in any way by the Contractor without the written consent of the State. Papers, reports, forms, software programs, source code(s) and other material which are a part of the work under this Agreement will not be copyrighted without written approval of the State.

2.16 The Contractor certifies that neither the Contractor nor its principals are presently debarred, suspended, proposed for debarment or suspension, or declared ineligible from participating in transactions by the federal government or any state or local government department or agency.

The contractor further agrees that it will immediately notify the State if, during the term of this Agreement, the Contractor or its principals become subject to debarment, suspension, or ineligibility from participating in transactions by the federal government or by any state or local government department or agency.

2.17 Any notice or other communication required under this Agreement will be in writing and sent to the address above. Notices will be given by and to the South Dakota Department of Transportation Office of Air, Rail, and Transit on behalf of the State and by the Authorized Designee on behalf of the Contractor or such authorized designees as either party may from time to time, designate in writing. Notices or communications to or between the parties will be deemed delivered when mailed by first class mail, provided that notice of default or termination will be sent by registered or certified mail, or, if personally delivered, when received by such party.

2.18 If any court of competent jurisdiction will hold any provision of this Agreement unenforceable or invalid, such holding will not invalidate or render unenforceable any other provision hereof.

2.19 All other prior discussions, communications and representations concerning the subject matter of this Agreement are superseded by the terms of this Agreement, and except as specifically provided herein, this Agreement constitutes the entire agreement with respect to the subject matter hereof.

3 SCOPE OF WORK

Manufacture and delivery of ADA Minivans vehicles: The SDDOT requests the following types of ADA Minivan Vehicles.

1. ADA Minivan/ Side Entry-8

2. ADA Minivan/ Rear Entry-2

The Contractor hereby grants the Agency and any permissible assignee options (“Options”) to purchase up to 35 additional vehicles (“Option Vehicles”). The Options shall be valid for five years from the effective date of the Contract. There shall be no minimum order quantity for any permissible assignee. Subject to the Agency’s right to order modifications, the Option Vehicles shall have the exact specifications as those purchased under this Contract. The Agency may exercise the Options by written notice to the Contractor (“Notice of Exercise of Option”) at any time on or before five years following the effective date of the Contract (“Option Date”).

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The price of the Option Vehicles shall be the unit price of the base order vehicles (“Base Order Price”) adjusted by multiplying the base order price by the following fraction:

Latest Published Preliminary Index Number Before Notice of Exercise of Option / Index Number on Effective Date of the Contract

The Index shall be the Producer Price Index for Truck and Bus Bodies, Series No. 1413, published by the United States Department of Labor, Bureau of Labor Statistics, or if such Index is no longer in use, then such replacement that is most comparable to the Index as may be designated by the Bureau of Labor Statistics, or as agreed by the parties.

Within thirty (30) days after delivery of the Notice of Exercise of Option to the Contractor, the Contractor shall submit a proposed delivery schedule. Along with the proposed delivery schedule, the Contractor will provide the Agency with access to its production schedule for the purpose of the parties verifying available production capacity. The production schedule shall include a reasonable time for mobilization and for coordinating with other vehicle orders, and it shall be based upon a production rate at least equal to the production rate realized with respect to the base order vehicles. If the parties cannot agree on a production schedule, then the maximum term to produce the Option Vehicles shall not exceed 9 months after the Notice to Proceed with Option Vehicle production date. The Agency or any permissible assignee may issue a Notice to Proceed at any time after the Contractor submits its proposed delivery schedule.

The Contractor shall not commence production of the Option Vehicles before issuance of the Notice to Proceed by the Agency or any permissible assignee of the Agency for the Option Vehicles incorporating the agreed production delivery schedule.

Except as otherwise specially provided in this Contract, all other terms shall apply to the Option Vehicles.

• ADA Minivan/Side Entry- 30

• ADA Minivan/ Rear Entry-5

3.1 Technical Specifications

3.1.1 Accessories: options will be.

The vehicle must include all safety items and air pollution controls required by statute or regulation and in effect when produced. It must also be equipped with OEM needle or digital type gauges or OEM warning lights. All gauges will be installed within the vehicle dashboard in the OEM manufacturer’s designated positions.

Instrument panel gauges must include an odometer, speedometer, tachometer, coolant temperature indicator, fuel tank level indicator, oil pressure indicator, voltmeter, and all regularly furnished instruments.

Tools and equipment must include but not be limited to self-canceling turn indicators, flasher lights that signal front (in parking lights) and rear (in dual tail lights), locks for all doors, dual electric variable intermittent front windshield wipers, single electric variable intermittent rear windshield wiper, front and rear windshield washers, driver and front passenger sun visors, mesh storage container for each mobility aid restraint and passenger restraint system, horn, three sets of keys for all locks, two remote keyless entry keys, and all regularly furnished tools and equipment such as jack and lug wrench. A red, flashing ‘door ajar’ warning light will be installed on the driver’s side dash panel in an area noticeable to the driver seated and activated

Minivan Vehicle RFP Page 16 of 80 2024 when a sliding door is open or ajar when the ignition switch is on. The rear cargo area will have web-like nylon/elastic netting or similar devices to secure objects.

3.1.2 Access Hatches, Doors, Trays, or Panels

OEM access areas for maintenance and equipment replacement must not be removed, altered, or covered up during the conversion process. Access must be provided to service transmission, engine, radiator, battery, air conditioning components, and any other mechanical component that requires routine repair, fluid check and fill, inspection, or replacement. Access openings or doors must be properly secured and sealed to prevent the entry of fumes and water into the vehicle interior.

The driver must be able to check and fill/top off all fluid levels. Dipsticks, filler caps, etc., will be marked for identification. The hood release must be located inside the vehicle and easily identifiable and accessible to the driver.

3.1.3 Air Bags

Minimum Generation II airbags, supplemental front-seat side airbags, and supplemental side curtain airbags in all rows.

3.1.4 Air Conditioning/Heating/Defrosting:

The largest and heaviest duty cooling system available, factory installed, high-capacity air conditioning, front and rear-mounted, with separate fan controls for the front and rear. The heaviest-duty OEM heating and defrosting system with vents front and rear must be provided.

All lines and hoses must be sufficiently fastened, protected, and insulated to ensure against wear from friction and the elements. The lines must be mechanically attached, with OEM clamps, to the vehicle structure at no more than 18-inch intervals and must be routed so as not to be exposed to wheel spray and not pass within two inches of any part of the exhaust system.

The interface to the original system must have no more than two coupling points to minimize the potential for leakage. The conversion must not impede access to the front and rear air conditioning components.

3.1.5 Alternator:

It must be factory installed; the heaviest duty available is 180 amp minimum.

3.1.6 Anti-Corrosion Treatment:

All metallic floor, body, and chassis components, including the surfaces of those interior body panels and posts to be covered by insulation or trim materials, must be thoroughly protected for corrosion resistance. All nuts, bolts, clips, washers, clamps, and fasteners must be zinc or cadmium plated, phosphate coated, or stainless steel to prevent corrosion.

3.1.7 Axles:

The proposer is responsible for calculating the loaded weight and providing the appropriate size and axle ratio for the specified vehicle. Vehicles must be all-wheel drive and have a limited-slip differential.

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3.1.8 Back-Up Warning Device:

An audible warning device (97dB minimum), in compliance with SAEJ994b (concerning acoustical performance for Type B device), must be located behind the vehicle’s rear axle and activated when the vehicle transmission is placed in reverse and continue if the vehicle stays in reverse.

3.1.9 Battery:

Vehicles must have the heaviest duty available, be maintenance-free, and have a factory-installed battery. Battery cables and connectors must be OEM.

3.1.10 Body:

The body must meet all applicable Federal Motor Vehicle Safety Standards (FMVSS). The body must have two front doors (one driver and one curb), a driver’s side and curbside power sliding type door, and a rear cargo door. All body panels must have glass windows for visibility. Complete interior headliners and sideliners will be furnished and identical in trim, hardware, glass, mechanical components, etc., as generally sold to the public, except as otherwise required in this specification.

Conversion of a minivan by modifying the existing sidewalls and floor must require the construction of an internal reinforcement of equal or greater strength that does not destroy or reduce the vehicle's original integrity or strength against impact and maintains OEM structural equivalent. All added metal components must be welded by qualified welders and made corrosion-proof through a commercial primer application or stainless-steel material.

With ADA conversion, exterior lower body panels will be added to the vehicle on both the driver and curbsides. Flares shall be constructed of black-formed TPO (Thermoplastic Olefin) plastic, which is durable, impact-resistant, and widely used in the automotive industry. In addition, TPO provides the optimum balance of stiffness, cold temperature impact, and low thermal expansion.

A molded step shall be incorporated into the driver and passenger front flares to aid entry and egress via the front doors. Beneath the flare’s molded step surface shall be a steel support structure capable of supporting 400 lbs. with less than 1/8” deflection, which fastens directly to the vehicle’s body structure. The flare’s molded step surface shall have a minimum clear horizontal width of 4.5”, a minimum length of 26”, and utilize an anti-skid material which defines the step surface.

3.1.11 Brakes:

Factory, four-wheel disc anti-lock brake system. The braking system must be the heaviest duty and largest offered by the manufacturer for the gross vehicle weight rating of the vehicle specified. It must comply with FMVSS 106 and 135, as applicable to the model selected. Brakes must conform to all Federal and South Dakota Motor Vehicle Safety Standards.

The vehicle must have the factory OEM parking brake assemblies and dash warning lights. The parking brake must be capable of holding a fully loaded vehicle on a 15 percent incline.

The brakes must be free of objectionable noise or squeal when applied.

3.1.12 Bumpers:

Front and rear bumpers must be OEM, with shock absorption type of body color.

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3.1.13 License Plate Brackets:

License Plate Brackets: All brackets, bolts, nuts, and miscellaneous fasteners must be provided, and the brackets must be mounted to the front and rear bumpers. The rear license mounting bracket must be illuminated to display the vehicle’s rear plate.

3.1.14 Chassis:

Minimum gross vehicle weight rating to meet payload requirements or higher to support the loaded weight of the completed vehicle's specified passenger load, including any optional equipment selected.

3.1.15 Color and Finish:

All exterior surfaces must be smooth and free of visible fasteners, wrinkles, and dents. Before applying paint, exterior surfaces must be appropriately cleaned and primed as appropriate for the paint used to ensure a proper bond between the basic surface and successive coats of paint for the vehicle's service life. Paint must be applied smoothly and evenly, with a finished surface free of dirt, runs, orange peel, and other imperfections.

The exterior will be the manufacturer’s white body color at the time of the award. Paint must be applied cleanly and professionally with no blatant evidence of overspray or painting over decals or vehicle emblems—handles and molding to be body color.

All exposed metal surfaces, except galvanized and stainless steel, must be powder-coated or painted per OEM specifications.

3.1.16.15 Diagram of Vehicle:

Each proposal package MUST include a detailed diagram of the proposed seating plan. The proposed seating plan is considered standard equipment, and its cost should be included in the base proposal.

3.1.17 Dimensions:

Conversion must provide a minimum clearance of 60 inches from floor to ceiling at the vehicle center of the interior roof.

The chassis must not exceed 210 inches in length.

3.1.18 Doors:

Driver’s Door: A standard OEM driver’s door with power. All power windows and locks are remotely operable from the driver’s seat.

Curb Side Front Door: Standard OEM front curb door with power window/lock.

Curb Side Mobility Aid Accessible Entry Sliding Door: A power, sliding curbside mobility aid accessible entry door with a window must offer a minimum opening height of 56 inches, a minimum usable width of 31 inches, and a minimum floor-to-ground height of 9 inches and a maximum of 13 inches. Door extensions must be constructed of aluminum. This door must be interlocked with the vehicle transmission to ensure the vehicle cannot be moved when the door is open.

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Sliding Driver-Side Door: The power, sliding driver-side door with window must be OEM and extended to floor level to provide a minimum entry height of 56 inches. It must also be equipped with an interlock system so it cannot be opened from the inside or outside when the fuel door is open.

Sliding Doors (General): Sliding doors must have reinforced glides with an added stop brace to prevent doors from sliding off the track. As needed, door tracks must be reinforced or strengthened beyond OEM standards in all areas of contact with sliding door arms. At a minimum, reinforcement of the sliding door components must be adequate to support the excess weight created by the door extensions. Under normal closure conditions, there must be no evidence of door track flexing or wobbling. Sliding door to have a locking mechanism to securely hold the door in the open position when the vehicle is on a hill.

Rear Cargo Door/Emergency Exit: The rear cargo door must be a lift gate with a window. The cargo door must be provided with a quick release and manual override to open the door from inside the vehicle even when the door is locked. The vehicle override device must be spring-loaded and mounted inside the rear door to prevent accidental release. The handle must be coated with high visibility yellow, red, or orange for easy identification, and a decal with a minimum ½ inch letters must be attached near the handle with opening instructions. All emergency exits and signs must comply with the Federal Motor Vehicle Safety Standards.

Doors - General: Three keys/remotes must be supplied. All doors must be lockable from the exterior with a key or fob. All-access doors must have power locks with driver control capability in the interior. All doors must be adequately sealed to prevent the entry of air drafts, dust, and water into the vehicle interior, including spray from commercial vehicle wash equipment and driving rain. Materials used for weather seals must be designed to withstand varying temperature extremes, road splash, salt, and other exterior elements without cracking, leaking, loosening, or deteriorating. All doors and window glass must meet Federal Motor Vehicle Safety Standards.

3.1.20 Drive:

Standard OEM front wheel drive.

3.1.21 Emergency Equipment:

The vehicle must be provided with the following Emergency Equipment and must be in positions that are easily accessible to the driver:

First Aid Kit: A 25-unit Class A first aid kit in a metal box or plastic box and ANSI approved, such as Model H-6469 provided by ULINE or approved equal. The kit will contain a metal box designed to seal out dirt and moisture and must have a carrying handle and a sturdy mounting bracket.

Fire Extinguisher: A UL-approved fire extinguisher must have a mounting bracket, be at least five pounds in size, and have a total rating of at least 3-A,40B: C, or the equivalent. It must also be rechargeable and have a metal head.

3.1.22 Warning Devices:

A kit of three folding bi-directional emergency reflective triangles that conform to the requirements of FMVSS 125 must be provided.

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Bloodborne Pathogens Protection Kit: A bloodborne pathogen and bodily fluid spill kit, such as Genuine First Aid item # 9999-2313, must be provided. The kit must be contained in a case provided by the bloodborne pathogens kit manufacturer, designed to seal out dirt and moisture, and must have a carrying handle. It must also be in conformance with 29 CFR 1910.1030.

Drag Blanket: A drag blanket meeting FMVSS 302 must be included to assist in evacuating mobility-impaired passengers under emergency conditions. The drag blanket should include a storage pouch.

Fire Blanket: A fire blanket…