AMENDMENT NO. 1 Ordering Instructions State Term Contract Motor Vehicles

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1 AMENDMENT NO. 1 Ordering Instructions State Term Contract Motor Vehicles This Amendment No. 1 (Amendment) is effective April 20, 2014 or the last date signed by both parties, to the state term contract for motor vehicles, Contract No , effective between the State of Florida, Department of Management Services (Department) and, (Contractor). The Department and Contractor are collectively referred to herein as the Parties. All capitalized terms used herein shall have the meaning assigned to them in the Agreement, unless otherwise defined herein. WHEREAS the Contract was originally entered on November 27, 2013 with the Contractor for the provision of motor vehicles, and is scheduled to expire on October 31, 2014; and WHEREAS the Department has determined that it is necessary to revise the Ordering Instructions to ensure a more proficient and complete method for ordering motor vehicles and options is established; and WHEREAS upon mutual agreement, the Customer and the Contractor agree to amend the Contract, in accordance with PUR 1000 General Contract Conditions, section 25 Changes, and THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following: 1.0 Contract section Definitions is deleted in its entirety and replaced with the following (In this replacement the definition of Aftermarket Option(s) has been revised for clarity and two new definitions have been added; Non-Identified Aftermarket Options(s) and Port Installed Options (PIO). All other definitions are unchanged): Definitions The following definitions apply: i. Aftermarket Option(s) means a component, feature, or configuration not specified by the Department as standard equipment on the Base Vehicle Representative Model specification, that is intended for the specific Vehicle and meets the requirements, specifications, terms, and conditions herein, and is installed to or uninstalled from the Base vehicle representative model by the awarded Contractor. ii. iii. Base Vehicle Representative Model, Base Vehicle(s), Motor Vehicle(s), or Vehicle(s) unless otherwise stated, means a Department specified commodity, which meets the requirements, specifications, terms, and conditions herein, and may include components, features, and configurations different than those provided by a Manufacturer, Port, and Dealer on their standard base version of the Commodity. Commodity(ies) means a tangible good, which may or may not meet the specifications herein. Page 1 of 6

2 iv. Commodity Code(s) means the State of Florida specified numeric code for classifying Commodities and contractual services which meet specific requirements, specifications, terms, and conditions herein. v. Confidential Information - Any portion of a Bidder s documents, data, or records disclosed relating to its response that the Bidder claims is confidential and not subject to disclosure pursuant to chapter 119, Florida statutes, the Florida Constitution, or any other authority that is clearly marked Confidential. vi. vii. viii. ix. Component, Feature or Configuration means an element, piece, part, module, package, element group, piece group, parts group, module group, or package group of a Commodity, base vehicle representative model, OEM Option, Aftermarket Option, or Representative Model. Contract - The agreement that results from this competitive procurement, if any, between the Department and the vendor identified as providing the best value to the State. (This definition replaces the definition in the PUR 1000). Contractor(s) means the Bidder that has been awarded and contracts to sell Commodities and/or contractual services, which meet the requirements, specifications, terms, and conditions herein, to an Eligible User. Dealer(s) means a Manufacturer s certified representative authorized by the Manufacturer to market, sell, provide, and / or service specific Commodities and / or services. x. Department" means the Florida Department of Management Services. xi. xii. xiii. xiv. xv. xvi. Eligible User - See Eligible User definition in 60A-1.005, Florida Administrative Code. MSRP is an acronym for the Manufacturer s Suggested Retail Price. It represents the Manufacturer s recommended retail selling price, list price, published price, or other usual and customary price that would be paid by the purchaser for specific commodity without benefit of a Contract resulting from the solicitation, if awarded. MSRP List(s) is an acronym for the Manufacturer s Suggested Retail Price List, a collection of MSRPs and related information. Non-Identified Aftermarket Options(s) means an optional component, feature, or configuration not included in the Base Vehicle Representative Model specifications or options identified by the Department but may be installed to or uninstalled from the State of Florida Base Vehicle by the Manufacturer, Dealer, Port, or Eligible User, if ordered by the Eligible User. OEM or Manufacturer(s) means the Original Equipment Manufacturer or original producer of a Commodity and/or service. OEM Option(s) means a Motor Vehicle Manufacturer s optional component, feature, or configuration not specified by the Department as standard on the Base vehicle representative model, and which is intended for the specific Base vehicle representative model. The equipment meets the requirements, specifications, terms, and conditions Page 2 of 6

3 herein, and is installed to or uninstalled from the Base vehicle representative model by the Manufacturer, Port, and/or Dealer, as specified by the Manufacturer. xvii. xviii. xix. xx. xxi. xxii. xxiii. OEM Options MSRP Credit means a price of the OEM Option that will result in a negative number. Port Installed Options (PIO) means items installed on the vehicle after it leaves the foreign factory and arrives in the United States-literally at port. Both Factory Installed Options and Port Installed Options must be factory approved. Therefore there is some price control. A port is a location on a coast or shore containing one or more harbors where ships can dock and transfer people or cargo to or from land. "Procurement Officer," Contract Manager, or Contract Administrator means the Buyer's contracting personnel, as identified in Section 1.4 or as amended by the Department. Representative Model(s) means a Manufacturer s name, trade name, brand name, make name, model name, model number, catalog number, or other information listed by the Department herein, which, if properly equipped per the requirements, specifications, terms, and conditions, may meet or exceed the applicable requirements, specifications, terms, and conditions herein State The State of Florida. State Term Contract - A term contract that is competitively procured by the Department pursuant to section , Florida Statutes, and that is used by agencies and eligible users pursuant to section , Florida Statutes. Vendor(s) means the entity that believes itself capable and is in the business of providing a Commodity and / or service similar to those within the solicitation, and may or may not respond to the solicitation. 2.0 Contract section Ordering Instructions (AKA Vendor Information Worksheet is deleted in its entirety and replaced with the following: Processing of Orders a) Agencies and Other Eligible Users of this Contract shall communicate their vehicle needs and requirements to the designated contractor representatives identified in this contract. b) The Contractor shall prepare and submit to the Agency or Other Eligible User a price quote for the requested vehicle(s) using the Contract Price Quote Form (PQF), revised (Attachment A). All requested Representative Models(s), OEM Options, Aftermarket Options and Non-Identified Aftermarket Options shall be itemized on the PQF. Each ordering agency shall negotiate with the Contractor to establish a fixed price lower than MSRP or a discount percentage of MSRP for those required Non-Identified Aftermarket Items. Any Non-Identified Aftermarket Item requested shall be included on the individual Purchase Request and Purchase Order only if all of the requested items are clearly Page 3 of 6

4 itemized as such on the Contract Price Quote Form (PQF) and the request has been approved by DMS-Fleet Management. c) State Agency instructions: i. The ordering agency shall provide justification to support price reasonableness and need on the form, MP6301 Request for Purchase of Mobile Equipment and shall submit both the PQF and MP6301 for approval by the Department of Management Services-Fleet Management. ii. DMS Fleet Management approves purchase of vehicles (state agencies only). d) Submit the Purchase Order (including the approved PQF) to the Contractor. e) Contractor Acknowledgement of Order. The Acknowledgement of Order form shall be used by the Contractor to notify the ordering Customer of the receipt of the Purchase Order for Commodities awarded under the Contract, and depending on the appropriate clause selected by the Contractor, will either: i. Accept Order: Constitutes acceptance by the Contractor to deliver the awarded commodities listed on the Purchase Order under the prices, discounts, requirements, specifications, terms, and conditions of the Contract and Purchase Order. The Contractor must provide on the form: the estimated delivery date of the ordered base vehicle representative model, including if applicable, OEM and Aftermarket Options, and the Manufacturers order confirmation information, unless the Contractor has the base vehicle representative model and if applicable the OEM and Aftermarket Option(s) in their possession, or ii. Provide Production Cutoff Notification: Provide notification to the Customer that an awarded Commodity s Manufacturer s Last Order Date is past under the Contract and the Contractor is unable to provide the next new model year of the awarded Commodity at the Contract Prices, Discounts, requirements, specifications, terms and conditions. The Customer will have the option to cancel the Purchase Order without penalty, or maintain the Purchase Order knowing of the risk of potential non-delivery is without recourse. See Section 4.8, Manufacturer s Last Order Date and Vehicle Change, for specific Manufacturer s Last Order Date requirements, terms, and conditions. f) For circumstances in which the Contractor does not have the awarded Commodities in stock and cannot deliver the commodities to the Customer within fourteen calendar days, the Acknowledgement of Order form, shall be fully completed and issued by the Contractor notifying the Customer of the receipt of the Purchase Order for commodities awarded under the Contract, the Manufacturer s order confirmation information, and the estimated delivery date. g) The Contractor must mail, , or fax the fully completed Acknowledgement of Order form to the ordering Customer s issuing office within fourteen calendar days from the date the Contractor receives the Purchase Order under the Contract. Failure of the Contractor to provide the ordering Customer the Acknowledgement of Order form within fourteen calendar days from the date the Contractor received the Purchase Order will be considered acceptance of the order by default, which, if necessary, shall require the provision of the Page 4 of 6

5 next new model of the Commodity, which meets the Prices, Discounts, requirements, specifications, terms, and conditions herein. h) Submission of the Acknowledgement of Order form is to be the responsibility of the Contractor without prompting or notification by the Contract Manager, administrator, or Customer. 3.0 Contract section Contract Price Quotes and Sales Literature/Technical Information is amended as follows: a. Insert the following as subsection h. : h. Non-Identified Aftermarket Option(s) (if applicable, individually listed): Non-Identified Aftermarket Option Description and Non-Identified Aftermarket Option Price. b. Renumber remaining subparagraphs; New License Plate Fee and Total State Term Contract Price as i. and j., respectively. 4.0 Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. 5.0 Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall supersede Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assignors of the parties hereto Entire Agreement. Except as expressly modified by this Amendment, the contract shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations to the parties. This Amendment and the contract (including any written amendments thereto), collectively, are the complete agreement of the parties and supersede any prior agreements or representations, whether oral or written, with respect thereto. State of Florida Department of Management Services By: Name: Kelley J. Scott By: Name: Title: Director of State Purchasing and Title: Chief Procurement Officer Date: Date: Attachment A: Contract Price Quote Form (PQF) Page 5 of 6

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