Sample_Agreement.pdf

ADA COUNTY HIGHWAY DISTRICT

SERVICES AGREEMENT

FY27 ACHD COMMUTERIDE LIGHT DUTY VEHICLE MAINTENANCE AND

REPAIRS

CR27-01

This AGREEMENT for FY27 ACHD Commuteride Light Duty Vehicle Maintenance and Repairs (hereinafter “AGREEMENT”) is made and entered into this __ day of October, 2026, by and between ADA COUNTY HIGHWAY DISTRICT, a body politic and corporate of the State of Idaho (hereinafter “ACHD”), and TBD, (hereinafter “CONTRACTOR”).

RECITALS

WHEREAS, ACHD is a single countywide highway district located in Ada County, Idaho, and is responsible for all secondary county and city highways within Ada County; and

WHEREAS, ACHD has all powers necessary and incidental to the statutory powers granted to it under title 40, Idaho Code; and

WHEREAS, ACHD requires FY27 ACHD Commuteride Light Duty Vehicle Maintenance and Repairs; and

WHEREAS, CONTRACTOR offers services required in FY27 ACHD Commuteride Light Duty Vehicle Maintenance and Repairs (hereinafter “SERVICES”); and

WHEREAS, ACHD seeks to engage CONTRACTOR to provide assistance in FY27 ACHD Commuteride Light Duty Vehicle Maintenance and Repairs as well as perform other activities as may be desired by ACHD relevant to this AGREEMENT; and

WHEREAS, this AGREEMENT and the SERVICES provided have been procured in accordance with Idaho Code 67-2806A; and

WHEREAS, ACHD seeks to engage CONTRACTOR to provide such SERVICES; and

WHEREAS, CONTRACTOR is willing to work for ACHD in the provision of SERVICES;

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereof, the services to be rendered hereunder, and the payments to be made hereunder, the parties agree as follows:

AGREEMENT

1. SCOPE OF WORK

1.1 CONTRACTOR agrees to perform the Scope of Work for this AGREEMENT, FY27 ACHD Commuteride Light Duty Vehicle Maintenance and Repairs. The Scope of Work is more particularly described in Exhibit “A”, attached hereto.

1.2 CONTRACTOR will perform any additional work as desired by ACHD by means of a written Change Order signed by a person authorized by ACHD to execute such Change Order in

SAMPLE

ADA COUNTY HIGHWAY DISTRICT Page 2 of 17 accordance with ACHD policy. Such prior written authorization by ACHD shall be a condition precedent to any claim of CONTRACTOR for payment.

2. TIME FOR COMPLETION and EXTENSIONS

2.1 CONTRACTOR and ACHD herein agree that the Scope of Work as set forth in the foregoing section is required to be completed by Thursday, September 30, 2027. The Work Schedule is more particularly described in Exhibit “B”, attached hereto.

2.2 ACHD will grant extensions for the following reasons: delays in major portions of the work caused by excessive time required to process submittal by ACHD, other delays caused by ACHD, or additional work requested by ACHD.

2.3 CONTRACTOR shall not be liable or deemed to be in default for any Force Majeure delay in performance under this AGREEMENT occasioned by unforeseeable causes beyond the control and without the fault or negligence of CONTRACTOR, including, but not restricted to, acts of God, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes, or unusually severe weather, provided that in all cases CONTRACTOR shall notify ACHD promptly in writing of any cause for delay, and ACHD concurs that the delay was beyond the control and without the fault or negligence of CONTRACTOR. The period for the performance shall be extended for a period equivalent to the period of the Force Majeure delay. CONTRACTOR finances shall not constitute a Force Majeure.

3. PAYMENT FOR SERVICES

3.1 In consideration for the Scope of Work described in Section 1.1, ACHD agrees to pay CONTRACTOR an amount not to exceed TBD (TBD). The Payment Schedule is more particularly described in Exhibit “C”, attached hereto.

3.2 CONTRACTOR shall submit invoices to ACHD via e-mail at invoices@achdidaho.org and in accordance with Exhibit “C”, Payment Schedule. Invoices shall detail dates of work, types of work performed, labor classifications that performed the work, and the length of time such work was performed. ACHD will pay each invoice net 30 days.

3.3 ACHD will pay CONTRACTOR for any additional work performed as agreed to by the parties in a written Change Order signed by a person authorized by ACHD pursuant to Section 1.2.

3.4 CONTRACTOR shall provide ACHD with IRS Form W-9 with appropriate Tax Identification Number or Social Security Number. If ACHD Accounting Division determines CONTRACTOR has a current W-9 on file, this requirement may be waived.

3.5 Upon completion of its work under the AGREEMENT, acceptance by CONTRACTOR of final payment or of any final payment due upon any earlier termination of this AGREEMENT shall constitute a full and complete release of ACHD from any claims, demands, and causes of action of any nature whatsoever that CONTRACTOR may have against ACHD in connection with this AGREEMENT. The making of partial payments or of any such final payment by ACHD to CONTRACTOR shall not constitute an acceptance of the services and/or work product of CONTRACTOR or a release of CONTRACTOR from any claims, demands, or causes of action that ACHD may, now or at any time, hereafter, have against CONTRACTOR.

4. AMENDMENT OF AGREEMENT

This AGREEMENT may be amended as agreed to by the parties in a written Change Order signed by a person authorized by ACHD pursuant to Section 1.2. If such amendment includes additional work, ACHD will pay CONTRACTOR for any additional work performed.

5. TAX ON MONIES

CONTRACTOR shall be responsible for all Federal and Idaho state tax considerations arising out the payment of the monies paid herein.

6. INDEPENDENT CONTRACTOR

CONTRACTOR is an independent contractor and is not an employee of ACHD. CONTRACTOR acknowledges that ACHD does not have control over the time, manner, and/or method of how CONTRACTOR completes the Scope of Work required under the AGREEMENT. CONTRACTOR mailto:invoices@achdidaho.org

ADA COUNTY HIGHWAY DISTRICT Page 3 of 17 shall supply CONTRACTOR items of equipment to complete the Scope of Work required under the AGREEMENT.

7. NOT AN EMPLOYMENT CONTRACT

CONTRACTOR acknowledges that this AGREEMENT is not an employment contract and that ACHD is only engaging CONTRACTOR to complete the Scope of Work described herein.

8. ACKNOWLEDGEMENT OF SERVICES

CONTRACTOR represents and covenants to ACHD that its employees, representatives, and or subcontractors are duly licensed and/or registered under applicable Federal law and/or by the State of Idaho, and that CONTRACTOR has the present capacity and is experienced and qualified to perform the Scope of Work for ACHD as specified in this AGREEMENT. CONTRACTOR further represents and covenants to ACHD that the Scope of Work completed under this AGREEMENT require CONTRACTOR to have specialized skill and/or technical training and that CONTRACTOR has the requisite specialized skill and/or, if CONTRACTOR gained CONTRACTOR ability to render said work through class or training, CONTRACTOR has met all requirements in said class and/or training course(s), and, if required, CONTRACTOR is certified under applicable Federal and/or Idaho state laws to perform said work.

9. ASSIGNMENT AND THIRD PARTIES

9.1 CONTRACTOR understands and agrees that it may not assign this AGREEMENT or subcontract with respect to any of its rights, benefits, obligations or duties under this AGREEMENT except upon prior written consent and approval of ACHD to such assignment or subcontract. Any attempt by CONTRACTOR to assign or subcontract its rights benefits or obligations hereunder without such prior written consent of ACHD shall, at the sole option of ACHD, automatically terminate this AGREEMENT.

9.2 In the event any ACHD-approved subcontract is entered into by CONTRACTOR with a third-party, such action shall not be construed to create any contractual relationship between ACHD and such third-party, and CONTRACTOR shall be and remain responsible to ACHD according to the terms of this AGREEMENT.

9.3 It is expressly understood and agreed that enforcement of the terms and conditions of this AGREEMENT, and all rights of action relating to such enforcement, shall be strictly reserved to ACHD and CONTRACTOR, and nothing contained in this AGREEMENT shall give or allow any such claim or right of action by any other or third person under the AGREEMENT. It is the express intention of ACHD and CONTRACTOR that any person other than ACHD or CONTRACTOR receiving services or benefits under this AGREEMENT shall be deemed to be an incidental beneficiary only.

10. BEST EFFORTS

CONTRACTOR shall expend CONTRACTOR “best efforts” to discharge CONTRACTOR duties hereunder and in successfully completing the Project, on schedule and within budget, throughout the duration of this AGREEMENT. CONTRACTOR further agrees that all of the work performed and services rendered under this AGREEMENT shall be performed in accordance with the standards of care, skill, and diligence provided by competent contractors who perform work or render services of a similar nature to the work or services described in Scope of Work (A) of the AGREEMENT and Exhibit “A” attached hereto.

11. WORK PRODUCT

ACHD shall own all work product(s) of CONTRACTOR produced under this AGREEMENT. Work product is defined as the deliverables outlined in the “Scope of Work,” which is attached to this

AGREEMENT

12. TERM, SUSPENSION, AND TERMINATION

12.1 The term of this AGREEMENT will commence on the date of execution of this AGREEMENT and will continue, unless terminated by either party, with or without cause, which termination

ADA COUNTY HIGHWAY DISTRICT Page 4 of 17 shall be effective following ten (10) days written notice. In the event of termination without cause, all services completed to date of delivery of the notice shall be paid.

12.2 ACHD may suspend, for the convenience of ACHD and with or without cause, all or any part of the CONTRACTOR performance under this AGREEMENT by written notice to CONTRACTOR signed by ACHD Director or ACHD Board of Commissioners. Upon receipt of such notice and not more than ten (10) working days thereafter, CONTRACTOR shall take all steps and perform all services necessary to: (i) protect and maintain work performed to date during the suspension period; and (ii) permit efficient resumption of services with minimal disruptions and remobilization effort. In the event of such suspension, ACHD shall have the right to extend suspension or performance for a period not to exceed one hundred twenty (120) days, at no additional cost to ACHD. If such suspension exceeds this period, CONTRACTOR shall have the right to terminate this AGREEMENT for convenience upon written notice to ACHD. All services completed to date of delivery of the notice to ACHD shall be paid to CONTRACTOR.

12.3 Failure or refusal of CONTRACTOR to perform any material obligation under this AGREEMENT shall constitute default. In addition to any other remedy available to ACHD, in the event of any default, ACHD may provide CONTRACTOR with written notice of default. Such notice shall provide for an effective date of termination that is not less than ten (10) days after the date of such notice.

If CONTRACTOR fails to cure such default prior to the date of termination specified in the written notice, this AGREEMENT may be terminated by ACHD. No new performance will be undertaken after the date of receipt of any notice of termination. In the event of such termination, CONTRACTOR will be paid for those services performed in accordance with the requirements of this AGREEMENT up to the effective date of termination. Such termination shall not waive any other legal remedies available to ACHD, including, without limitation, claims for setoff or damages suffered by ACHD to remedy any such default.

12.4 ACHD may terminate this AGREEMENT for ACHD convenience and without cause at any time by giving CONTRACTOR not less than ten (10) days written notice of such termination. In the event of such termination, CONTRACTOR shall cease performance under this AGREEMENT on, but not before, the date specified in such written notice of termination (the “effective date”). Upon termination for convenience, CONTRACTOR will be paid for those services performed in accordance with the provisions of this AGREEMENT, up to the effective date of termination. In no event will ACHD be liable for any costs incurred by CONTRACTOR after the effective date of termination. Such non-recoverable costs include, but are not limited to, anticipated profits under this AGREEMENT, post-termination employee salaries, overhead, bonding and insurance costs, contract administration, and post-termination administrative expenses, or any other costs associated with this AGREEMENT or termination hereof.

13. TIME OF THE ESSENCE

ACHD and CONTRACTOR agree that time is of the essence for the performance of this AGREEMENT. No waiver by either party of strict and timely performance of the other shall constitute a waiver of any subsequent breach or default.

Failure to complete the Scope of Work within the time stated in the Agreement, including extensions granted thereto, shall entitle ACHD to deduct from the monies due to the CONTRACTOR as "Liquidated Damages" of $500.00 for each calendar day of delay in completion of all contract work. Liquidated damage assessments shall be cumulative and concurrent.

14. NEGLIGENCE/INDEMNITY

CONTRACTOR agrees to indemnify, defend, release and save and hold harmless ACHD and its respective officers, board, commission, employees, agents and contractors from and against: (1) any and all damages, including but not limited to loss of use, to property or injuries to or death of any person or persons (including but not limited to property and officers, agents and employees of ACHD), and (2) any and all claims, demands, suits, actions, liabilities, costs, expenses (including but not limited to reasonable attorney fees, expert witness fees and all associated defense fees), causes of action, or other legal, equitable or administrative proceedings of any kind or nature

ADA COUNTY HIGHWAY DISTRICT Page 5 of 17 whatsoever, of or by anyone whomsoever, regardless of the legal theories upon which premised, including but not limited to contract, tort, express and/or implied warranty, strict liability, and worker’s compensation, in any way resulting from, connected with, or arising out of, directly or indirectly, the tortious or negligent actions or omissions of the CONTRACTOR in connection with the operations or performance herewith or its use or occupancy of real or personal property hereunder, including actions or omissions of sub-consultants, and the acts or omissions, of the officers, employees, agents, representatives, invitees, or licensees of the CONTRACTOR; provided however, that CONTRACTOR need not indemnify ACHD or its officers, board members, agents and employees from the damages proximately caused by and apportioned to the negligence of ACHD or its officers, board members, agents and employees. This indemnity clause shall also cover ACHD defense costs in the event ACHD, in its sole discretion, elects to provide its own defense. This defense and indemnification obligation of CONTRACTOR shall survive the expiration or termination of this AGREEMENT.

15. WORKMAN COMPENSATION, PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE

15.1 CONTACTOR shall provide and maintain statutory Workers Compensation Insurance, Unemployment Insurance and other insurance required to be maintained under the laws of the State of Idaho. CONTRACTOR shall provide a Certificate of Insurance to ACHD showing that it maintains such insurances.

15.2 CONTRACTOR shall acquire and maintain Comprehensive General Liability Insurance and Comprehensive Automobile Insurance each having a minimum limit of $500,000.00 per claim and $1,000,000.00 aggregate. CONTRACTOR shall provide Certificates of Insurance to ACHD showing that it maintains such insurances.

16. ACHD CONTACT

The ACHD primary contact point for CONTRACTOR shall be __________________, ______________________, whose telephone number is 208-387-6___.

17. NOTICES

Any and all notices required to be given by either of the parties hereto shall be in writing and deemed delivered when either: (i) delivered personally, or (ii) sent by fax to the other party at the fax telephone number set forth; or (iii) deposited in the United States Mail, certified, return receipt requested, postage prepaid, addressed to the other party at the address set forth, or such other fax telephone number or mailing address as may be provided by written notice of such change given to the other in the same manner as above provided.

For ACHD:

Ada County Highway District 5800 North Meeker Avenue Boise, Idaho, 83713 Facsimile Number: (208) 345-7650 Telephone Number: (208) 387-6___ E-Mail Address:

For CONTRACTOR:

Contact: __________TBD_____________

TBD

Street Address: __________________ City, State, Zip Code: _____________ Facsimile Number: _______________ Telephone Number: ______________ E-Mail Address: __________________

ADA COUNTY HIGHWAY DISTRICT Page 6 of 17

18. ATTORNEY FEES

In any suit, action or appeal therefrom to enforce or interpret this AGREEMENT, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attorney fees.

19. DISCRIMINATION PROHIBITED

Notwithstanding the foregoing; in performing this AGREEMENT, CONTRACTOR shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, genetic information, national origin, age or non-job related handicap or because of prior military service or current military status, and shall comply with all applicable Federal and state laws and regulations and executive order of governmental agencies relating to civil and human rights.

20. GOVERNING LAW AND VENUE

This AGREEMENT shall be governed by, construed, and enforced in accordance with the laws of the State of Idaho. The proper venue for any legal action that may arise under this AGREEMENT shall be the Fourth Judicial District of the State of Idaho, in and for the County of Ada.

21. ENTIRE AGREEMENT: MODIFICATION

This AGREEMENT constitutes the entire agreement between the parties hereto, and shall supersede all previous proposals, oral or written negotiations, representations, commitments, and all of the communications between the parties. Any modifications must be in writing and executed by both parties.

22. NONAPPROPRIATION

If ACHD is precluded from committing to make certain future payments due hereunder, this paragraph will apply. ACHD has appropriated the funds necessary to make all payments when due under the AGREEMENT during ACHD’s initial fiscal period during the AGREEMENT term.

ACHD agrees that in each succeeding fiscal year during the term of this AGREEMENT, ACHD will take all necessary steps to make a timely appropriation of funds in order to pay the payments due hereunder during that period, subject to the annual appropriations limitation imposed upon ACHD under state law. In the event that despite the best efforts of ACHD, ACHD determines that funds for any amounts under this AGREEMENT will not be available or cannot be obtained during any succeeding fiscal period, ACHD may terminate this AGREEMENT prior to the commencement of such succeeding fiscal period by giving written notice to CONTRACTOR of such determination at least 60 days prior to the first day of such succeeding period for which an appropriation has not been made by ACHD.

23. ACHD OFFICIALS, AGENTS, AND EMPLOYEES NOT PERSONALLY LIABLE

It is agreed by the parties that in no event shall any official, officer, agent, or employee of ACHD be held in any way personally responsible for any covenant or agreement herein contained, whether expressed or implied, nor for any statement or representation made.

24. ACKNOWLEDGEMENT OF NON-EMPLOYMENT

CONTRACTOR certifies, warrants, covenants, and agrees that in compliance with Idaho Code § 40- 1309 and ACHD Policy Section 2033.4.4, no Ada County Highway District commissioner, director, employee and/or their family member is or shall be contractually or otherwise interested, directly or indirectly, in this Agreement nor in any business providing services under the Agreement whether as a prime, sub, or independent contractor, or employee thereof. For purposes of this paragraph, a family member is defined as any person related to an Ada County Highway District commissioner, director, employee by blood, adoption, or marriage within the second degree and shall mean a father, mother, son, daughter, brother, sister, grandfather, grandmother, grandson, or granddaughter, in full, half, step, or in-law.

25. PUBLIC AGENCY CLAUSE

CONTRACTOR agrees that the SERVICES and their prices contained in this AGREEMENT shall be extended to other Public Agencies defined in Idaho Code 67-2327 and in accordance with the provisions of Idaho Code 67-2803(1). ACHD advises that it is the responsibility of the Public Agency

ADA COUNTY HIGHWAY DISTRICT Page 7 of 17 to independently contract, issue purchase orders, et al., with the CONTRACTOR and/or comply with any other applicable provisions of Idaho Code governing public contracting.

26. CERTIFICATION OF ANTI-BOYCOTT AGAINST ISRAEL

CONTRACTOR certifies in compliance with Idaho Code § 67-2346, the “Anti-Boycott Against Israel Act” (the “Act”), that it is a “company” not currently engaged in, and will not for the duration of this AGREEMENT, engage in a “boycott” of goods or services form the “state of Israel” or “territories under its control” as those terms are defined in the Act. This provision does not apply to the following agreements: 1. Those with a total potential dollar value of less than $100,000; or 2. Those with a CONTRACTOR having less than 10 employees at the time of execution of this AGREEMENT.

27. GOVERNMENT OF CHINA PROHIBITION CERTIFICATION

CONTRACTOR certifies in compliance with Idaho Code § 67-2359, prohibiting public entities in Idaho from entering into contracts with companies owned or operated by the “government of China”, that it is a “company” not currently owned or operated by the “government of China” and that it will not for the duration of this AGREEMENT, be owned or operated by the “government of China” as those terms are defined in Idaho Code § 67-2359.

28. SPECIFIED INDIVIDUAL OR COMPANY BOYCOTT PROHIBITION CERTIFICATION

VENDOR verifies in compliance with Idaho Code § 67-2347A , that it is a "company" not currently engaged in and will not for the duration of this AGREEMENT engage in, a "boycott", as those terms are defined in Idaho Code § 67-2347A , of those certain individuals or companies described in Idaho Code § 67-2347A. This provision does not apply to the following agreements: Those with any CONTRACTOR having less than 10 employees at the time of execution of this AGREEMENT and where the agreement has a dollar value of less than $100,000.

29. WARRANTY OF AUTHORITY TO EXECUTE

28.1 The person(s) executing this AGREEMENT on behalf of ACHD represent(s) and warrant(s) due authorization to do so on behalf of ACHD in accordance with the applicable signing authorities under ACHD Code Section 4007.3., and that upon execution of this AGREEMENT on behalf of ACHD, the same is binding upon, and shall ensure to the benefit of, ACHD. Any Agreement signed by an ACHD representative exceeding his/her authorized limit shall be null and void.

28.2 The person(s) executing this AGREEMENT on behalf of CONTRACTOR represent(s) and warrant(s) due authorization to do so on behalf of CONTRACTOR, and that, upon execution of this AGREEMENT on behalf of CONTRACTOR, the same is binding upon and shall enure to the benefit of CONTRACTOR.

IN WITNESS WHEREOF, the parties have executed this AGREEMENT, the day, month and year first above-written.

CONTRACTOR

By: ________________________________ (Name and Title)

ADA COUNTY HIGHWAY DISTRICT

By: ________________________________

The Ada County Highway District (ACHD) is committed to compliance with Title VI of the Civil Rights Act of 1964 and related regulations and directives. ACHD assures that no person shall on the grounds of race, color, national origin, gender, disability or age, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any ACHD service, program or activity.

ADA COUNTY HIGHWAY DISTRICT Page 8 of 17

CONTRACTOR

STATE OF ________)

) ss.

County of ________ )

On this ___ day of __________, 20___, before me, __________________________, a Notary Public in and for the State of _______, personally appeared ______________________________, known or identified to me to be the ______________________ of the CONTRACTOR that executed the instrument or the person who executed the instrument on behalf of said CONTRACTOR, and acknowledged to me that such CONTRACTOR executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day month and year in this certificate first above written.

Notary Public for _______

Residing at:

My commission expires:

ADA COUNTY HIGHWAY DISTRICT:

STATE OF _____________)

) ss.

County of ______________)

On this _______ day of ____________________, 20___, before me, __________________________, a Notary Public in and for the State of Idaho, personally appeared ___________________________, known or identified to me to be the _________________________ of the Ada County Highway District that executed the said instrument, and acknowledged to me that such Highway District executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public for Idaho

Residing at:

My commission expires:

ADA COUNTY HIGHWAY DISTRICT Page 9 of 17

EXHIBIT “A”

Scope of Work

A D A C O U N T Y H I G H W A Y D I S T R I C T

REQUEST FOR PROPOSALS

FY2027 COMMUTERIDE LIGHT VEHICLE MAINTENANCE AND SERVICES

SCOPE OF WORK

BACKGROUND:

Ada County Highway District (ACHD) seeks proposals from firms to perform preventative maintenance, safety inspections and repair services on ACHD Commuteride owned vehicles in accordance with all manufacturer’s requirements and warranties.

The Contract will encompass repair and service for all ACHD Commuteride vans. Approximately

110 vehicles are owned and/or operated by ACHD Commuteride and are offered as the base for this Contract. See attached Commuteride Inventory.

A. MINIMUM CONTRACTOR QUALIFICATIONS

1. All firms must be primarily engaged in the business of providing vehicle preventative maintenance, safety inspections, and repair services.

2. Firms shall have full line service facilities capable of providing all aspects of vehicle service specified in this document excepting specialized factory and warranty repair work.

3. All work will be performed by qualified service personnel trained and authorized to do the work. Mechanic at work shall be Automotive Service Excellence (ASE) certified and be qualified to perform maintenance and repairs to all vehicle components. If the technicians are not ASE certified, provide an explanation of the equivalent training for Commuteride to review. A firm’s bid may be rejected by Commuteride if the training level is deemed unsatisfactory.

B. SCOPE OF SERVICES

ADA COUNTY HIGHWAY DISTRICT Page 10 of 17

1. The successful Firm must be able to perform general and preventative maintenance and common repair services on vehicles and light trucks that include, but are not limited to, brakes, suspension.

2. If possible, ACHD preference is to have a primary Firm that has the ability to perform all required services. However, work may be sub-contracted. When sub-contractors are used, the

Firm is primarily responsible for performance including, but not limited to, billing, reporting, scheduling, delivery, work quality, and warranty. The Contractor must have the ability to provide required preventative maintenance and repair service listed below.

C. PREVENTATIVE MAINTENANCE

1. Commuteride vehicles are routinely driven 18,000 miles annually.

D. REPAIRS AND MAINTENANCE

Provide service/repairs to all common mechanical and electrical systems as needed:

1. Parts and Labor:

A.

a. The Firm shall provide all materials and labor to satisfy ACHD Commuteride need for light duty vehicle maintenance and repair as described herein.

B.

b. The services will require the Firm to partner with and cooperate with the ordering agency to make sure ACHD receives the most current state-of-the-art services.

C.

c. ACHD will require repairs in addition to those listed in the Agreement.

D.

d. Firm is responsible for proper disposal of all old fluids, filters, and all parts or materials.

2. Vehicle and Key Storage:

When a vehicle is in the Firm’s possession, then the vehicle(s) and keys shall be stored in a secure area at the Firm’s site with precautions taken to protect the vehicle(s) and keys.

ADA COUNTY HIGHWAY DISTRICT Page 11 of 17

E. TRANSPORT OF VEHICLES

1. The Firm is responsible for transport (pickup and delivery) of vehicles for all preventative, scheduled, and non-scheduled services from locations throughout the Treasure Valley to include but not limited to; Boise, Meridian, Kuna, Star, Emmett, Nampa, Caldwell, Ontario, Garden Valley and Mountain Home. Firms must be able to access military sites such as MATES, Gowen Field, and

Mountain Home Air Force Base.

2. For vehicles not drivable, additional towing charge may be billed upon approval of authorized ACHD staff.

3. All firms shall have service facility locations throughout the Treasure Valley and the ability to coordinate services in each of these locations so that a vehicle does not have transported more than 30 miles one way for service.

F. CONDITIONS ON REQUIRED SERVICES

1. A twenty-four (24) hour service turn-around is required on common repairs including brakes, etc., and routine maintenance. More complex repairs shall not exceed forty-eight (48) hours without ACHD approval. Maintenance performed on weekends will be preferred to minimize vehicle downtime.

G. REPAIR ORDER CONTENT AND PROCEDURE

The Firm shall provide repair orders for all services provided containing the following information:

1. Repair estimates with anticipated work to be performed, completion time, and cost signed by Commuteride upon pickup/drop off. A confirming copy with final cost shall be mailed to ACHD upon completion and billed to the monthly Purchase Order.

2. Actual work/cost above the written estimated requires Commuteride approval prior to starting work.

3. Authorization of work by Vanpool Operations Specialist or designee is required for all repair orders.

4. Individual vehicles charges shall be submitted on separate repair orders for each service visit. The repair order must include:

E.

a. Date work preformed

ADA COUNTY HIGHWAY DISTRICT Page 12 of 17

b. Vehicle and/or license number and make/model

c. Vehicle mileage at time of service/repair

d. Date in/date, out/time completed

e. Pickup location of vehicle

5. Detail type of service, hours, material used, and cost associated with each.

a. Subcontracted repair orders containing same information shall be attached to Firm repair order.

6. The Firm guarantees and warrants that all material furnished, and services performed under said contract will be free from defects in material and workmanship and will conform to the requirements of the Contract for 4,000 miles or a period of ninety (90) days, whichever occurs first. The Firm shall remedy all such defects at his/her own expense within two (2) working days after notification to Commuteride staff.

7. The Warranty and subcontracted repair orders need to be provided by the Firm. The Firm is the prime contract; however, subcontractors may be used by Contractor. The Firm assumes responsibility for all work of subcontractors. The charges for such serves to ACHD shall be the amount of the subcontractor invoice for services performed or the contract price, whichever is less.

H. HOURS OF OPERATION

Commuteride services are active on a 5:00AM – 7:00PM basis and desires the most comprehensive hour coverage possible. Please identify normal business hours and emergency business hours, if available.

I. SPECIFIC SERVICES

Each item listed below is to be recorded on the inspection sheet provided by ACHD. See attached sample Vehicle inspection sheet and Service Sheet. Indicate if OK, replaced, serviced or cleaned.

Some of the items call for a measurement, such as the brake linings or tire pressures. Items found defective shall be replaced or repaired upon approval of Commuteride. Other items shall be scheduled for repairs at the earliest possible time.

1. Oil Change must include:

A.

ADA COUNTY HIGHWAY DISTRICT Page 13 of 17

a. Change the vehicle oil with required by manufacture quarter of top-quality motor oil*

b. Replace the oil filter with top quality filter*

c. Total price of an oil change must include all oil to meet crankcase capacity specifications from manufacturer

d. Inspect the wiper blades and replace if needed (do not include price of parts)

e. Lubricate all grease fittings, if needed

f. Check and fill brake fluid, if needed

g. Check and fill transmission/transaxle fluid, if needed

h. Check and fill differential and coolant fluid if needed

i. Check and fill power steering fluid, if needed

j. Check and fill windshield was fluid, if needed

k. Check and fill battery water, if needed

l. Check and inflate the tires to proper pressure and condition, if needed

m. Check all exterior lights

n. Rotate tires

o. Multi-Point inspection

p. Re-set oil light system

(*Both must meet manufacture recommendations. Specify product details in Proposal. This

Proposal will include all disposal and environmental fees)

2. Replacement of Fuel Filter**

3. Replacement of Brakes/Brake Parts**

4. Replacement of Hub Bolts

5. Replacement of Air Filter**

6. Replacement of cabin air filter

7. Battery**

A.

a. Replacement – Must meet manufacture AMP specification for vehicle

b. Test the battery and charging system as needed or when requested.

8. Alignments

ADA COUNTY HIGHWAY DISTRICT Page 14 of 17

A.

a. Front Pair (2-Wheel)

b. Rear Pair (2-Wheel)

c. Front and Rear (4-Wheel)

9. Shocks**

A.

a. Front

b. Rear

10. Tires**

A.

a. Repair - Specify type of repair: interior patch. Inter Patch only must be ¼” or less, hole in tire, must not be in edge or sidewall area. No tire plugs or no tire sealants

b. Remove and Replace

c. Balance

d. Rotate with inspection of brakes

e. Road repair service for tire repairs/replacement

f. Tire Pressure Monitoring System (TPMS)

11. Emergency Road Side Service – Normal Business Hours

12. Exterior: Check door handles and locks, window operations, door, trunk, and hood hinges, wiper operation/condition, fuel fill cap, lamps and light bulbs, overall condition to include body damage.

13. Interior: Seat belts operation, seat adjustments, mirrors, visors, heater defroster, air conditioning, light bulbs and fuses and gauge performance.

J. SERVICE LEVEL

The selected Firm shall agree to provide service according to the vehicle manufacturer recommended levels as well as services required by Commuteride.

K. SPECIAL SERVICE

ADA COUNTY HIGHWAY DISTRICT Page 15 of 17

Specify any special service provided to expedite the maintenance of repairs vehicles such as priority service, pick and delivery, etc.

L. PAYMENT

1. For each Preventative Maintenance Package (A through P), prices shall be based on six (6), eight (8) cylinder engines as listed in the Proposal Cost Form section. ACHD wants only one price for all makes, models and years of vehicles based only on the engine size or type.

2. Pricing for Safety Inspections, which are mandatory for all Commuteride owned passenger vans, shall be based on the Comprehensive Vehicle Safety Inspection listed in the Proposal Cost

Form section.

3. Pricing shall not fluctuate for the period of the Agreement. Renewals and extensions pricing increases shall be considered upon market analysis by Commuteride.

4. Pricing included all costs associated with shipping and delivery.

ADA COUNTY HIGHWAY DISTRICT Page 16 of 17

EXHIBIT “B”

Work Schedule

CONTRACTOR and ACHD herein agree that the Scope of Work as set forth in the foregoing section is required to be completed by September 30, 2027.

ADA COUNTY HIGHWAY DISTRICT Page 17 of 17

EXHIBIT “C”

Payment Schedule

ACHD agrees to pay CONTRACTOR an amount not to exceed _______TBD________ United States Dollars ($000,000.00).

CR25-01 LABOR AND MATERIAL PAYMENT BOND LMPB-1

LABOR AND MATERIAL PAYMENT BOND

FY27 ACHD Commuteride Light Vehicle Maintenance and Repairs Contract Number: CR27-01 Project Location: Ada County, Idaho

BOND NUMBER: _______________

KNOW ALL MEN BY THESE PRESENTS:

That we _____________________________________________________________________ (Insert name and address of Contractor) as Principal, and the ____________________________, a __________________ corporation, as Surety, are held and firmly bound unto Ada County Highway District in the State of Idaho, as Obligee in the sum of:

(Insert a sum equal to the full contract price) for which sum, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally by these presents.

Firm Representing Surety Address

City, State, Zip Phone

WHEREAS, Contractor has by written agreement dated the _____ day of ________________, 2026, entered into a contract with Owner for:

FY27 ACHD Commuteride Light Vehicle Maintenance and Repairs in accordance with scope of work prepared by the Commuteride Department of Ada County Highway District, which contract is by reference made a part hereof, and is hereinafter referred to as the Contract.

NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that if the Principal shall pay all laborers, mechanics, subcontractors, material men and all other persons who shall supply said Principal or said subcontractors with provisions and supplies for the carrying on of such work, then this obligation shall be null and void; otherwise to remain in full force and effect.

PROVIDED, however, that this bond is executed pursuant to the provisions of the Public Contracts Bond Act, and all liabilities on this bond shall be determined in accordance with said provisions to the same extent as if set forth in full herein.

IN WITNESS WHEREOF, the Principal and Surety have executed this instrument to become effective on the date of the Contract as set forth above.

DATED this _____ day of _____________, 2026

Principal: Surety:

By: By:

Attorney-in-Fact

CR25-01 PERFORMANCE BOND PB-1

PERFORMANCE BOND

FY27 ACHD Commuteride Light Vehicle Maintenance and Repairs Contract Number: CR27-01 Project Location: Ada County, Idaho

BOND NUMBER: _________________

KNOW ALL MEN BY THESE PRESENTS:

That ________________________________________________________________________

(Insert name and address or legal title of Contractor) as Principal, hereinafter called Principal, and ________________________________________, a _________________________ corporation, as Surety, hereinafter called Surety, are held and firmly bound unto Ada County Highway District, 3775 Adams Street, Garden City, Idaho 83714, as Obligee, hereinafter called Owner, in the amount of:

(Insert a sum equal to the full contract price) for the payment whereof Principal and Surety bind themselves, their heirs, executors, admin-istrators, successors, and assigns jointly and severally, firmly by these presents.

Firm Representing Surety

Address

City, State, Zip

Phone

WHEREAS, Contractor has by written agreement dated the _____ day of ______________, 2026 entered into a contract with Owner for:

FY27 ACHD Commuteride Light Vehicle Maintenance and Repairs in accordance with drawings and specifications prepared by the Commuteride Department of Ada County Highway District, which contract is by reference made a part hereof, and is hereinafter referred to as the Contract.

NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION are such that, if Principal shall promptly and faithfully perform said contract, then this obligation shall be null and void; otherwise, it shall remain in full force and effect.

The Surety hereby waives notice of any alterations or extension of time made by the Owner.

Whenever Principal shall be in default under the contract and, according to Owner's obligation thereunder be declared by Owner to be in default, the Surety may promptly remedy the default, CR25-01 PERFORMANCE BOND PB-2 or shall promptly:

1. Complete the contract in accordance with its terms and conditions; or

2. Obtain a bid or bids for submission to Owner for completing the contract in accordance with its terms and conditions, and upon determination by Owner and Surety of the lowest responsible bidder, arrange for a contract between such bidder and Owner and make available, as work progresses, sufficient funds to pay the cost of completion, less that balance of the contract price (even though there should be a default, or defaults, under the contract, or contracts); such funds (including any other costs and damages for which Surety may be liable hereunder) not to exceed the amount set forth in the first paragraph hereof. The term, "balance of the contract price" as used in this paragraph, shall mean the total amount payable by Owner to Principal under the contract and/or any amendments thereto, less any amount previously paid by Owner to Principal.

Any suit under this bond must be instituted before the expiration of 2-years from the date on which final payment under the contract falls due.

No right of action shall accrue on this bond to or for the use of any person or corporation other than the Owner herein named, or its heirs, executors, administrators, successors, or assigns.

IN WITNESS WHEREOF, the Principal and Surety have executed this instrument to become effective on the date of the Contract as set forth above.

Signed and sealed this _____ day of _____________, 2026 A.D. in the presence of:

Surety: Principal:

By: By:

(Attorney-in-Fact) Title:

(SEAL)