23166 Contract Template

Award 23166 Contract Template 2019-08-28 Page 1

Corning Tower, Empire State Plaza, Albany, NY 12242 | https://ogs.ny.gov/procurement | customer.services@ogs.ny.gov | 518-474-6717

AGREEMENT FOR

VEHICLES, CLASS 1-8 (STATEWIDE)

BY AND BETWEEN

NEW YORK STATE

OFFICE OF GENERAL SERVICES

AND

CONTRACTOR NAME

CONTRACT NUMBER PCXXXXX

GROUP 40440 – 23166 – Vehicles, Class 1-8 (Statewide)     
 
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TABLE OF CONTENTS 
 INTRODUCTION ...............................................................................................................................................6 
1.  OVERVIEW ...................................................................................................................................................6 
2.  SCOPE ..........................................................................................................................................................6 
3.  ESTIMATED QUANTITIES ...............................................................................................................................6 
4.  DEFINITIONS AND ACRONYMS ......................................................................................................................7 
 GENERAL TERMS AND CONDITIONS ................................................................................................................ 11 
1.  CONTRACT DOCUMENTS AND CONFLICT OF TERMS ..................................................................................... 11 
2.  APPENDIX B MODIFICATIONS ..................................................................................................................... 11 
3.  CONTRACT TERM AND EXTENSIONS ............................................................................................................ 11 
4.  SHORT TERM EXTENSION ............................................................................................................................ 11 
5.  PRICE ......................................................................................................................................................... 12 
6.  NYS DISCOUNT ........................................................................................................................................... 12 
7.  NYS AFTERMARKET COMPONENTS PRICE .................................................................................................... 12 
8.  NYS PRICE FOR VEHICLE (SINGLE OEM VEHICLES AND CHASSIS) ................................................................... 12 
9.  NYS PRICE FOR VEHICLE (BODY) .................................................................................................................. 13 
10.  MINI-BID METHOD OF AWARD ................................................................................................................... 13 
11.  ADDITIONAL OPTIONS AND AFTERMARKET COMPONENTS (AOAC) PRICE .................................................... 15 
12.  ORDERING .................................................................................................................................................. 15 
13.  PURCHASING CARD ORDERS ....................................................................................................................... 16 
14.  MINIMUM ORDER ...................................................................................................................................... 16 
15.  INVOICING AND PAYMENT ......................................................................................................................... 16 
16.  PRODUCT DELIVERY .................................................................................................................................... 16 
17.  PRE-DELIVERY INSPECTION OF VEHICLE(S) WITH BODY UPFIT ...................................................................... 17 
18.  CONDITION ON DELIVERY ........................................................................................................................... 17 
19.  POST DELIVERY INSPECTION ....................................................................................................................... 18 
20.  DELIVERY TIME ........................................................................................................................................... 19 
21.  DEFAULT ON MINI-BID ................................................................................................................................ 19 
22.  LIQUIDATED DAMAGES .............................................................................................................................. 19 
23.  CONTRACT ADMINISTRATION ..................................................................................................................... 20 
24.  NYS FINANCIAL SYSTEM (SFS) ..................................................................................................................... 20 
25.  DEALER CERTIFICATION .............................................................................................................................. 20 
26.  INSURANCE ................................................................................................................................................ 20 
27.  REPORT OF CONTRACT USAGE .................................................................................................................... 21 

GROUP 40440 – 23166 – Vehicles, Class 1-8 (Statewide)     
 
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28.  CONTRACTOR REQUIREMENTS AND PROCEDURES FOR PARTICIPATION BY NEW YORK STATE CERTIFIED 
MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES AND EQUAL EMPLOYMENT OPPORTUNITIES FOR 
MINORITY GROUP MEMBERS AND WOMEN .......................................................................................................... 21 
29.  PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE-DISABLED VETERAN OWNED 
BUSINESSES .......................................................................................................................................................... 23 
30.  USE OF RECYCLED OR REMANUFACTURED MATERIALS ................................................................................ 23 
31.  ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER NUMBER 4 ...................................................... 24 
32.  CONSUMER PRODUCTS CONTAINING MERCURY ......................................................................................... 24 
33.  DIESEL EMISSION REDUCTION ACT .............................................................................................................. 24 
34.  OVERLAPPING CONTRACT PRODUCTS ......................................................................................................... 24 
35.  NYS VENDOR RESPONSIBILITY ..................................................................................................................... 24 
36.  NYS TAX LAW SECTION 5-A ......................................................................................................................... 25 
37.  “OGS OR LESS” GUIDELINES ........................................................................................................................ 25 
38.  NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS ........................................................... 25 
39.  CENTRALIZED CONTRACT MODIFICATIONS .................................................................................................. 26 
40.  DRUG OR ALCOHOL USE PROHIBITED .......................................................................................................... 26 
41.  TRAFFIC INFRACTIONS ................................................................................................................................ 26 
42.  PROCUREMENT METHOD ........................................................................................................................... 26 
 SPECIFICATIONS ............................................................................................................................................. 30 
1.  VEHICLE REQUIREMENTS ............................................................................................................................ 30 
2.  STANDARDS, CODES, RULES, AND REGULATIONS ........................................................................................ 30 
3.  STANDARD EQUIPMENT ............................................................................................................................. 31 
4.  MANUALS .................................................................................................................................................. 31 
5.  COMPATIBLE EQUIVALENT .......................................................................................................................... 31 
6.  EQUIPMENT, PARTS AND ACCESSORIES ....................................................................................................... 31 
7.  OPTIONS .................................................................................................................................................... 32 
8.  AFTERMARKET COMPONENTS .................................................................................................................... 32 
9.  ADDITIONAL OPTIONS AND AFTERMARKET COMPONENTS (AOAC) .............................................................. 33 
10.  AVAILABILITY OF SERVICE & PARTS ............................................................................................................. 33 
11.  ADVERTISING ............................................................................................................................................. 33 
12.  VEHICLE INSPECTION .................................................................................................................................. 33 
13.  PRE-PRODUCTION MEETING ....................................................................................................................... 34 
14.  PILOT MODEL INSPECTION .......................................................................................................................... 34 
15.  GENERAL WARRANTY REQUIREMENTS ........................................................................................................ 34 
16.  WARRANTY REPAIR BY AUTHORIZED USERS ................................................................................................ 35 
17.  POST-DELIVERY SERVICE ............................................................................................................................. 35 

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3.18.  RECALLS ..................................................................................................................................................... 35 
3.19.  TRAINING ................................................................................................................................................... 35 
4.  GENERAL PROVISIONS .................................................................................................................................... 35 
4.1.  NOTICES ..................................................................................................................................................... 35 
4.2.  CAPTIONS .................................................................................................................................................. 36 
4.3.  SEVERABILITY ............................................................................................................................................. 36 
4.4.  COUNTERPARTS ......................................................................................................................................... 36 
4.5.  ENTIRE AGREEMENT ................................................................................................................................... 36 
CONTRACT SIGNATURE PAGE ................................................................................................................................ 37 
 
APPENDICES 
Appendix A – Standard Clauses for NYS Contracts (January 2014)  
Appendix B – General Specifications For 40440-23166 Vehicles, Class 1-8 (June 2019) 
Appendix C – Contract Modification Procedure 
Appendix D – Lease Vehicles  
 
ATTACHMENTS 
Attachment 1 – Contractor information 
Attachment 2 – Insurance Requirements 
Attachment 3 – Report of Contract Usage 
   

GROUP 40440 – 23166 – Vehicles, Class 1-8 (Statewide)

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STATE OF NEW YORK

OFFICE OF GENERAL SERVICES

AGREEMENT # PCXXXXX

CENTRALIZED CONTRACT FOR THE ACQUISITION OF

VEHICLES, CLASS 1-8 (STATEWIDE)

THIS AGREEMENT (hereinafter the “Contract” or the “Agreement”) is made this ____ day of _________, 2019, by and

between the People of the State of New York, acting by and through the Commissioner of the Office of General

Services (OGS), whose office is on the 36

Floor, Corning Tower, Governor Nelson A. Rockefeller Empire State Plaza,

Albany, New York 12242 (hereinafter referred to as the “State” or “OGS”) and ________________, having its principal

place of business at ________________ (hereinafter referred to as the “Contractor”). OGS and the Contractor are

collectively referred to as the “Parties.”

WHEREAS, OGS is statutorily authorized to enter into centralized contracts for commodities for use by New York

State agencies, departments, public authorities, political subdivisions and any other entities authorized by statute to utilize

its centralized contracts (hereinafter “Authorized Users”); and

WHEREAS, OGS has identified a need by New York State agencies and other Authorized Users for Vehicles, Class

1-8, as further described herein; and

WHEREAS, OGS issued Solicitation #23166, for Vehicles Class 1-8 (Statewide), which was advertised in the July 25,

2019 edition of the New York State Contract Reporter as required by the New York State Economic Development Law;

and

WHEREAS, the Solicitation was issued for the purposes of establishing a Contract for a Bidder’s complete or partial

Vehicle OEM Product Line, as specified by the Bidder, with Product acquisition via an Authorized User competitive Mini-

Bid process; and

WHEREAS, the State has determined that the Contractor submitted a responsive proposal, and is willing to provide

the OEM Product Line(s) at the minimum discounts set forth in the Contract.

NOW THEREFORE, in consideration of the terms hereinafter mentioned and also the mutual covenants and obligations

moving to each party hereto from the other, the Parties hereby agree as follows:

GROUP 40440 – 23166 – Vehicles, Class 1-8 (Statewide)

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1. INTRODUCTION

1.1. OVERVIEW

The purpose of this Contract is to provide Authorized Users with a means of acquiring (purchasing or leasing)

new Vehicles, Class 1-8. Vehicle acquisition Shall be on an as-needed basis by Authorized Users via a

competitive Mini-Bid process (see Section 2.42 Procurement Method).

1.2. SCOPE

This Contract sets forth the terms and conditions governing the purchase or lease of new Vehicles, (including

Chassis, Bodies, Complete Vehicles, and associated Options and Aftermarket Components), as specified herein.

The scope of this Contract Shall include one or more of the following Class Vehicles as set forth in Attachment 1 –

Contractor Information: Class 1 (1 to 6,000 lb. GVWR), Class 2 (6,001 to 10,000 lb. GVWR), Class 3 (10,001 to

14,000 lb. GVWR.), Class 4 (14,001 to 16,000 lb. GVWR), Class 5 (16,001 to 19,500 lb. GVWR), Class 6 (19,501

to 26,000 lb. GVWR), Class 7 (26,001 to 33,000 lb. GVWR), and Class 8 (33,001 lb. GVWR & Over).

This Contract is for the OEM Product Line(s) available from the Dealer(s), and at the NYS Minimum Chassis

Discount(s), if applicable, set forth in Attachment 1 – Contractor Information.

The Vehicles Shall include all standard equipment normally sold and marketed to the retail public, unless

otherwise directed by an Authorized User. Vehicles Shall be new, (i.e., the equitable or legal title to which has

never been transferred by a manufacturer, distributor or Dealer to an ultimate purchaser). "Demos" or "used"

Vehicles are outside the scope of this Contract and Shall not be sold in response to a Mini-Bid.

The following Vehicles are excluded from this Contract:

1. Heavy Construction Equipment (i.e., equipment which is intended for heavy work such as earthmoving,

construction, lifting containers or materials, drilling holes in earth or rock, concrete or paving application or

street sweeping (e.g., aerial lifts, large towable air compressors, generators and light towers, concrete

saws, earth compactors and rollers, backhoes, motor graders, skid-steer loaders, bulldozers, wheel

loaders, trenchers, utility tractors, excavators, forklifts, and sweepers), and other related attachments and

equipment);

2. Low Speed Vehicles (i.e., a limited use automobile or truck that has a maximum speed greater than 20

miles per hour (mph) but not more than 25 mph and has a GVWR less than 3,000 pounds);

3. School Buses (i.e., every motor vehicle owned, leased or contracted for by a School and operated for the

transportation of pupils under the age of 21 years, children of pupils, teachers and other persons acting in

a supervisory capacity, to or from School or School activities (i.e., any program for the benefit of pupils,

sponsored and supervised by school officials), but does not include a bus designed and sold for operation

as a common carrier in urban transportation); and

4. Transit Buses that will be purchased with FTA funding and are available from any OGS Contract awarded

under Group 40523 Transit Buses.

1.3. ESTIMATED QUANTITIES

This Contract is an estimated quantity Contract. No specific quantities are represented or guaranteed and the

State provides no guarantee of individual Authorized User participation. The Contractor Must furnish all quantities

actually ordered at or below the Contract prices. The individual value of each Contract is indeterminate and will

depend upon the number of Contracts issued and the competitiveness of the pricing offered. Authorized Users will

be encouraged to purchase from Contractors who offer the Products and pricing that best meet their needs in the

most practical and economical manner. See Appendix B, Section 28 Estimated/Specific Quantity Contracts and

Appendix B, Section 25 Participation in Centralized Contracts.

Numerous factors could cause the actual quantities of Products purchased under a Contract to vary substantially

from any estimates provided in the Solicitation. Such factors include, but are not limited to, the following:

• Such Contracts May be non-exclusive Contracts.

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• There is no guarantee of quantities to be purchased, nor is there any guarantee that demand will continue

in any manner consistent with previous purchases.

• The individual value of each Contract is indeterminate and will depend upon actual Authorized User

demand and actual quantities ordered during the contract period.

• The State reserves the right to terminate any Contract for cause or convenience prior to the end of the

term pursuant to the terms and conditions of the Contract.

• Contract pricing that is lower than anticipated could result in a higher quantity of purchases by Authorized

Users than anticipated.

• Contract pricing that is higher than anticipated could result in a lower quantity of purchases by Authorized

Users than anticipated.

Contractor acknowledges the foregoing and agrees that actual good faith purchasing volumes during the term of

the Contract could vary substantially from the estimated quantities provided.

1.4. DEFINITIONS AND ACRONYMS

Capitalized terms used in this Solicitation Shall be defined in accordance with Appendix B, Section 2 Definitions,

or as below. Additional definitions that are specific to a Lease Vehicle are included in Appendix D – Lease

Vehicles, Section A Lease Vehicle Terms and Conditions, Paragraph 1 Definitions.

“Additional Options and Aftermarket Components (AOAC)” Shall refer to any Option or Aftermarket

Component that is either added to or deleted from the Authorized User Specifications for a Vehicle after a Mini-

Bid has been awarded.

“Aftermarket Component(s)” Shall mean any accessory, equipment, or feature that is manufactured by an OEM

other than the Vehicle OEM, and is not included in the OEM Product Line, and that May be installed on the

Vehicle by the Contractor, or third-party.

“Aftermarket Component Provider” Shall refer to the provider of an Aftermarket Component (i.e., Contractor or

third-party).

“AOAC Discount” Shall refer to the percentage amount that is deducted from the MSRP (for Single OEM

Vehicle or Chassis Options), or Contractor-Published Pricelist (for Body Options and Aftermarket Components),

as applicable.

“Authorized User Specifications” Shall refer to the minimum Vehicle, delivery and Lease Vehicle specifications

provided by the Authorized User for the Mini-Bid.

“Body(ies)” Shall refer to the portion of a Vehicle which Must be attached to a Chassis in order to carry the load

or cargo, and is an incomplete Vehicle without being attached to a Chassis. Examples include aerial lift,

ambulance, beverage, box/van, bus, concrete mixer, dump, flat bed, log, pickup, recyclable/refuse, refrigerator,

service/utility, stake, sweeper, tank, tow truck, and trailer.

“Body Upfit” Shall refer to the installation of a Body on a Chassis.

“Body Upfitter” Shall refer to a business that installs Bodies on Chassis to form a Complete Vehicle.

“Build-Out Date” Shall mean the last calendar date that a Model Shall be manufactured for a particular Model

Year.

“Build Sheet” Shall refer to the document which lists, at a minimum, for the Vehicle(s) offered in a Mini-Bid:

1. The Make and Model of the Vehicle(s);

2. An itemized list of all standard equipment, Options and Aftermarket Components included in the

Vehicle(s); and

3. For Single OEM Vehicles and Chassis, the document Must also include:

A) The MSRP of the standard base Vehicle(s);

B) The MSRP and Option code for each Option included in the Vehicle(s); and

C) The total NYS Base MSRP of the Vehicle(s).

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“Built to Specifications” Shall refer to a Vehicle that the Contractor Shall order directly from the OEM(s) and

that Shall be built to meet the Authorized User Specifications identified in a Mini-Bid.

“Business Day(s)” Shall mean Monday through Friday, from 8am ET to 5pm ET, exclusive of federal or NYS

holidays.

“Chassis” Shall mean the portion of a Vehicle that includes the frame, wheels, and machinery (e.g., engine,

transmission, driveshaft, differential, and suspension), and is an incomplete Vehicle until it is joined to a Body.

Chassis includes Chassis cabs, cutaway Chassis, and any other Chassis-only incomplete Vehicle.

“Chronic Failure” Shall refer to a component of a Vehicle or Aftermarket Component that repeatedly fails or

becomes inoperable and has to be replaced more than once within the OEM-rated life expectancy of the

component.

“Class” Shall refer to a Vehicle classification that is determined based on the Vehicle’s GVWR.

“Compatible Equivalent” Shall mean any Product which, in the sole opinion of the Authorized User, is equal in

performance, quality and design in such a way that the Product is directly interchangeable with the referenced

Product without modification.

“Complete Vehicle” Shall mean a Vehicle that is ready for use and requires no further manufacturing operations to

perform its intended function, and is either 1) a Single OEM Vehicle, or 2) the result of a Body Upfit.

“Contractor-Published Pricelist” Shall refer to the electronic, (i.e., in Excel or PDF format), document(s) issued

by the Contractor which lists, among other things, an item number, description and MSRP or Contractor’s

standard list price for the Contractor’s complete Product Line.

“Dealer(s)” Shall refer to a distribution source for an OEM, authorized and designated by said OEM, subject to

approval by OGS, which May include the OEM or an entity other than the OEM.

“eProcurement Platform” Shall mean the internet platform designated by OGS for the acceptance of new

contractor Bids and the processing of Mini-Bids under this Award.

“Final Order Due Date” Shall mean the last calendar date that an Authorized User May issue a Purchase Order

to the Contractor in order to have the Vehicle built before Model Year Build-Out Date.

“Grand Total Price For Mini-Bid” Shall refer to, for a Mini-Bid for a Complete Vehicle that includes both a

Chassis and a Body, the sum of the Total Price For Mini-Bid for the Chassis plus the Total Price For Mini-Bid for

the Body.

“GVWR” Shall refer to Gross Vehicle Weight Rating, which means the maximum total Vehicle weight, measured

at the tire-ground interfaces, for which the Vehicle possesses components adequately rated to safely carry.

“Lease(s)” Shall mean an agreement under the Contract between an Authorized User and a Lease Provider, in

which the Lease Provider agrees to provide a Lease Vehicle to the Authorized User in return for a periodic

payment.

“Lease Vehicle” Shall mean the Vehicle that is provided under the Lease.

“Light Duty Vehicle(s)” Shall mean a mobile machine that is primarily used to transport passengers and cargo

(e.g., cars, vans, SUVs, pickup trucks), with a GVWR less than or equal to 10,000 pounds, (i.e., Class 1 through

Class 2 Vehicles, as designated by the U.S. Department of Transportation).

“Make” Shall refer to the OEM company name of a Vehicle Model (e.g., Ford, International, Freightliner, Viking,

Galion).

“May” Shall mean the permissive in a clause or specification of this Contract. “May” does not mean “required.”

Also see “Shall” and “Must.”

GROUP 40440 – 23166 – Vehicles, Class 1-8 (Statewide)

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“Mini-Bid” Shall refer to the competitive procurement process that a Contractor Must participate in to provide a

Vehicle to an Authorized User under the Contract.

“Mini-Bid Number” Shall refer to the system-generated number assigned to the Mini-Bid.

“Model” Shall refer to a particular brand of Vehicle sold by an OEM (e.g., Malibu, Explorer, F-450, DuraStar, M2-

106, 450U).

“Model Code” Shall refer to the OEM code used to identify a particular subset of a Vehicle Model.

“Model Year” Shall mean the year used to designate a discrete Model, irrespective of the calendar year in which

the Vehicle was actually produced, provided that the production period does not exceed 24 months.

“MSRP” Shall refer to the Manufacturer’s Suggested Retail Price, as published by the OEM.

“Must” Shall mean the imperative in a clause or specification of this Contract. “Must” is synonymous with

“required.” Also see “Shall” and “May.”

“MWBE” Shall refer to a business certified with NYS Empire State Development (“ESD”) as a Minority- and/or

Women-owned Business Enterprise.

“NYS Aftermarket Components Price” Shall mean the total amount charged to the Authorized User for

Aftermarket Components added to the Vehicle, inclusive of delivery, and installation at the Contractor’s normal,

published labor rates, which Shall not be more than what is charged to the public at large.

“NYS Base MSRP” Shall refer to the total of the MSRP for either a Single OEM Vehicle or Chassis offered in a

Mini-Bid, as applicable, including all standard equipment provided with the Vehicle, all Options necessary to meet

the Authorized User Specifications, and all applicable OEM fees, (e.g., destination charges). The NYS Base

MSRP does not include Aftermarket Components.

“NYS Base Price” Shall refer to the following:

1. For a Single OEM Vehicle or a Chassis, the NYS Base MSRP minus the NYS Discount; and

2. For a Body, the NYS Price For Vehicle for the Body, excluding the NYS Aftermarket Components Price.

“NYS Discount” Shall mean the actual percentage amount by which the NYS Base MSRP is reduced in both the

Contractor’s response to a Mini-Bid and for the purchase resulting from the Mini-Bid.

“NYS Holidays” refers to the legal holidays for State employees in the classified service of the executive branch,

as more particularly specified on the website of the NYS Department of Civil Service. This includes the following:

New Year’s Day; Martin Luther King Day; Washington’s Birthday (observed); Memorial Day; Independence Day;

Labor Day; Columbus Day; Veteran’s Day; Thanksgiving Day; and Christmas Day.

“NYS Minimum Discount” Shall mean a minimum percentage amount by which the NYS Base MSRP of a

Single OEM Vehicle or Chassis Shall be reduced in a Mini-Bid.

“NYS Price For Vehicle” Shall mean the dollar amount charged to the Authorized User for each Vehicle, and

includes all standard equipment provided with the Vehicle, all Options necessary to meet the Authorized User

Specifications, and all applicable OEM fees, (e.g., destination charges), all customs duties and charges, all

Vehicle preparation and clean-up charges, Aftermarket Components, installation charges, delivery, and all other

incidentals included with providing the Vehicle to the Authorized User.

“NYS Vehicle Marketplace” Shall refer to the OGS processes for conducting a Mini-Bid under this Contract, as

set forth in Section 2.42 Procurement Method.

“NYS Vendor ID” is a unique ten-character identifier issued by the NYS Office of the State Comptroller (OSC)

when the vendor is registered on the NYS Vendor File System.

“OEM” Shall mean Original Equipment Manufacturer.

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“OEM Pricelist” Shall refer to the nationally published or internal document(s) issued by the Vehicle

manufacturer which lists, among other things, an Option Code, description and MSRP for the OEM’s Product

Line.

“OEM Vehicle Specifications” Shall refer to the document(s) issued by the Vehicle manufacturer which lists,

among other things,

1. All standard equipment for the Vehicle;

2. All Options available for the Vehicle, including the code number for each Option; and

3. The MSRP for the Vehicle and available Options.

“Options” Shall refer to accessories, equipment, or features that are available from the OEM and that can be

added to, or deleted from, a Vehicle.

“Option Code” Shall refer to an alpha-numerical code (also known as a Feature Code) used by an OEM to

identify a particular feature or Option included with, or available for, a Vehicle.

“Pre-Existing Inventory” Shall refer to Vehicle(s) that were manufactured by the OEM prior to posting of the

Mini-Bid. Pre-Existing Inventory May either be located at the Contractor’s business location, or another location.

“Procurement Services” Shall refer to a business unit of OGS, formerly known as New York State Procurement

(“NYSPro”) and Procurement Services Group (“PSG”).

“Product Line” Shall mean a group of related products manufactured by a single company, or offered by a

company in its usual course of business.

“School” Shall mean every place of academic, vocational or religious services or instruction for persons under

the age of 21 years, except places of higher education. It Shall include every child care center, every institution for

the care or training of the mentally or physically handicapped, and every day camp.

“Shall” Shall mean the imperative in a clause or specification of this Contract. “Shall” is synonymous with

“required.” Also see “Must” and “May.”

“Single OEM Vehicle(s)” Shall mean a Complete Vehicle that is marketed and sold under one OEM brand name

(e.g., cars, mini-vans, SUVs, and pickups).

“SDVOB” Shall refer to a NYS-certified Service-Disabled Veteran-Owned Business.

“Total Price For Mini-Bid” Shall refer to the following:

1. For a Single OEM Vehicle that is a Vehicle Built to Specifications, the NYS Price For Vehicle, multiplied

by the number of Vehicles;

2. For a Single OEM Vehicle that is a Pre-Existing Vehicle, where the method of award is “Lowest price to a

single contractor,” the sum of the NYS Price For Vehicle for each Pre-Existing Vehicle offered;

3. For a Chassis (i.e., in either a Chassis-only Mini-Bid or a Mini-Bid for Complete Vehicle that includes both

a Chassis and Body), the NYS Price For Vehicle, multiplied by the number of Chassis; and

4. For a Body (i.e., in either a Body-only Mini-Bid or a Mini-Bid for Complete Vehicle that includes both a

Chassis and Body), the NYS Price For Vehicle, multiplied by the number of Bodies.

“Vehicle(s)” Shall mean all components of a mobile machine that May be used to transport passengers or cargo.

All components provided under a Mini-Bid (i.e., Chassis, Bodies, Light Duty Vehicles, and Complete Vehicles) but

not including any associated Aftermarket Components, are collectively referred to as “Vehicle(s)” in this Contract.

“Written” Shall mean any writing that makes use of words. Examples of Written communications include e-mail,

Internet websites, letters, proposals, and contracts.

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2. GENERAL TERMS AND CONDITIONS

This section sets forth the general terms and conditions of the Contract.

2.1. CONTRACT DOCUMENTS AND CONFLICT OF TERMS

Any conflicts among these documents Shall be resolved in the following order of precedence:

1. Appendix A – Standard Clauses for New York State Contracts (January 2014)

2. This document (Base Agreement), the portion of the Contract preceding the Parties’ signatures, and Appendix

D – Lease Vehicles

3. Appendix B – General Specifications For 40440-23166 Vehicles, Class 1-8 (June 2019)

4. Attachment 2 – Insurance Requirements

5. Attachment 1 – Contractor Information

6. Appendix C – Contract Modification Procedure

7. Attachment 3 – Report of Contract Usage

Contractor is responsible for retaining the original of all completed forms submitted through the eProcurement

Platform with its Bid for Solicitation 23166, with ink signatures if applicable. The original forms Must be retained

by the Contractor for the life of the Contract (a longer retention period than the six (6) year period referenced in

Appendix A, Section 10 Records), and Must be provided to OGS upon request.

2.2. APPENDIX B MODIFICATIONS

The following Appendix B clauses are hereby modified for the purposes of this Contract:

1. Appendix B, Section 31 Product Delivery, is deleted and replaced in its entirety by Section 2.16 of this

Contract, Product Delivery.

2.3. CONTRACT TERM AND EXTENSIONS

All Contracts awarded under Solicitation 23166 Shall terminate simultaneously ten (10) calendar years from the

date of OGS approval of the first Contract awarded. The Contract term Shall commence after all necessary

approvals and Shall become effective upon mailing or electronic communication of the final executed documents

to the Contractor (see Appendix B, Section 22 Contract Creation/Execution).

This Contract and all OGS Centralized Contracts resulting from the Solicitation Shall have a co-terminus end

date. At the State’s option, the Contract May be extended as set forth in Appendix B, Section 23 Contract Term –

Extension. Whether the optional extension is exercised is at the sole discretion of the State. A Contractor Shall

retain the right to decline a Contract extension offered under this section. Any Contract extension will be under the

same terms and conditions, subject to any additional applicable statutory and policy requirements.

The Contract term provided for in this section Shall extend six (6) months beyond its termination date only for

Authorized Users whose contracts Must be registered with the Office of the New York City Comptroller. During the

six-month period the definition of Authorized User Shall be deemed to refer only to Authorized Users whose

contracts Must be registered with the Office of the New York City Comptroller. This extension is in addition to any

other extensions available under the Contract. The extension provided for in this paragraph Shall be upon the

then-existing terms and conditions; provided, however, during such extension an Authorized User, as defined in

this paragraph, May agree to amend such terms and conditions solely to comply with changes in statutory

requirements (e.g. changes in minimum, prevailing or living wages, or regulated services).

2.4. SHORT TERM EXTENSION

This section Shall apply in addition to any rights set forth in Appendix B, Section 23 Contract Term – Extension. In

the event a replacement Contract has not been issued, any Contract let and awarded hereunder by the State May

be extended unilaterally by the State for an additional period of up to 30 calendar days upon notice to the

Contractor with the same terms and conditions as the original Contract and any approved modifications. With the

concurrence of the Contractor, the extension May be for a period of up to 90 calendar days in lieu of 30 calendar

days. However, this extension automatically terminates should a replacement Contract be issued in the interim.

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2.5. PRICE

Pricing for Vehicles provided under the Contract Shall be subject to the terms and conditions in Sections 2.5

through 2.11. A Contractor providing pricing in a response to a Mini-Bid Must submit such response in the manner

communicated by OGS to all Contractors under this Award. This May include the use of a third-party

eProcurement Platform, which May dictate the format of data entry and use of the data entered by the Contractor

to perform the bid calculation. The required method of submitting Mini-Bid responses is subject to change at the

discretion of OGS, without requiring an amendment to this Contract.

Unless otherwise specified by an Authorized User, the NYS Base Price Shall include all customs and duties, OEM

destination fee, all Vehicle preparation and clean-up charges, NYS motor Vehicle inspection, installation charges

and all other OEM and Dealer incidentals normally included with providing a Vehicle.

Options, when specified in the Authorized User Specifications included with the Mini-Bid, (See Section 3.7

Options), Shall include any and all labor, installation, fittings, connections, etc., that might be needed to attach the

Option to the Vehicle so that the Option operates to the Option’s full design capabilities; there Shall be no

additional up-charges, fees, etc., for adding Options. If a standard Option is being deleted from a Vehicle, the

Contractor Must give the Authorized User proof of the MSRP for the Option if requested, as shown in the OEM or

Contractor-Published Pricelist.

2.6. NYS DISCOUNT

The Contractor Shall offer Single OEM Vehicles and Chassis purchased under the Contract at either the NYS

Minimum Discount(s) set forth in Attachment 1 – Contractor Information, or a greater discount. The NYS Minimum

Discount Must be one (1) percent or greater. A Mini-Bid offer that includes a NYS Discount that is less than the

NYS Minimum Discount, and any offer of pricing greater than MSRP, Shall be rejected by the Authorized User.

The Contractor May offer a NYS Discount that is greater than the NYS Minimum Discount set forth in the

Contract, for Mini-Bids conducted under the Contract, at any time without prior approval. The Contractor May

request an increase to the NYS Minimum Discount set forth in the Contract by submitting Appendix C – Contract

Modification Procedure (see Section 2.39 Centralized Contract Modifications). The NYS Minimum Discount May

not be decreased during the Contract term.

2.7. NYS AFTERMARKET COMPONENTS PRICE

The NYS Aftermarket Components Price for Aftermarket Components specified by an Authorized User Shall be a

discount from MSRP, or Aftermarket Component Provider list price, if applicable. Offers of pricing greater than

the MSRP or Aftermarket Component Provider list price in a Mini-Bid, if applicable, Shall result in rejection of the

bid. Upon request, Contractors are required to give the Authorized Users a copy of the MSRP, or Aftermarket

Component Provider list price, if applicable, for Aftermarket Components.

2.8. NYS PRICE FOR VEHICLE (SINGLE OEM VEHICLES AND CHASSIS)

A Contractor responding to a Mini-Bid for a Single OEM Vehicle, or a Mini-Bid that includes a Chassis (i.e., a

Chassis-only Mini-Bid, or a Mini-Bid for Complete Vehicle that includes both a Chassis and a Body), Shall provide

a NYS Base MSRP, NYS Discount and, if applicable, NYS Aftermarket Components Price for the Single OEM

Vehicle or the Chassis, as applicable. Set forth below is an example of how the NYS Price For Vehicle is

calculated for Single OEM Vehicles and Chassis.

Description

Price

NYS Base MSRP

$60,000.00

NYS Discount [in this example, 23.00% of $60,000 is equal to $13,800]

23.00

NYS Base Price [Automatically calculated: NYS Base MSRP minus NYS Discount].

$46,200.00

NYS Aftermarket Components Price

$450.00

NYS Price For Vehicle

$46,650.00

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2.9. NYS PRICE FOR VEHICLE (BODY)

A Contractor providing a response to a Mini-Bid that includes a Body (i.e., either a Body-only Mini-Bid, or a Mini-

Bid for a Complete Vehicle that includes both a Chassis and a Body), Shall provide the NYS Base Price and, if

applicable, NYS Aftermarket Components Price, for the Body. Set forth below is an example of how the NYS

Price For Vehicle is calculated for a Body.

Description

Price

NYS Base Price

$50,000.00

NYS Aftermarket Components Price

$2,000.00

NYS Price For Vehicle

$52,000.00

2.10. MINI-BID METHOD OF AWARD

Each Mini-Bid will be ranked and evaluated based on either 1) the NYS Price For Vehicle, 2) the Total Price For

Mini-Bid, or 3) the Grand Total Price For Mini-Bid. Set forth below are examples of the method of award for the

Vehicles that meet the Authorized User Specifications for each type of Mini-Bid.

1. Single OEM Vehicles (Built to Specifications)

Mini-Bids for Single OEM Vehicles that are for Vehicles Built to Specifications Shall be awarded based on

lowest Total Price For Mini-Bid, which is calculated as shown in the example below.

Description

Price

NYS Price For Vehicle

$46,500.00

Number of Vehicles

Total Price For Mini-Bid [Automatically calculated: NYS Price For Vehicle, multiplied by the

number of Vehicles]

$93,000.00

2. Single OEM Vehicles (Pre-Existing)

Mini-Bids for Single OEM Vehicles that are for Pre-Existing Vehicles Shall be awarded as specified by an

Authorized User in the Mini-Bid. The method of award Shall be either "Lowest price, per Vehicle," or "Lowest

price to a single contractor." Examples of how each method is calculated is shown in the examples below.

A. Lowest price, per Vehicle," to multiple Contractors. Each Pre-Existing Vehicle offered by the

Contractor(s) for the Mini-Bid Shall be ranked based on NYS Price For Vehicle, and award will be made in

order from lowest to highest, to the number of Contractors required to fulfill the Vehicle request.

Bidder / Vehicle

Description

Price

Bidder 1 / Vehicle 1

NYS Price For Vehicle

$25,080.00

Bidder 1 / Vehicle 2

NYS Price For Vehicle

$25,085.60

Bidder 2 / Vehicle 1

NYS Price For Vehicle

$26,090.00

Bidder 1 / Vehicle 3

NYS Price For Vehicle

$26,100.00

Bidder 2 / Vehicle 2

NYS Price For Vehicle

$28.900.00

Bidder 2 / Vehicle 3

NYS Price For Vehicle

$28.950.00

B. Lowest price to a single contractor. Each Contractor that offers the total number of Pre-Existing

Vehicles requested is ranked based on Total Price For Mini-Bid, which is the sum of the NYS Price For

Vehicle for each Pre-Existing Vehicle offered. Award will be made to the Contractor with the lowest Total

Price For Mini-Bid.

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Bidder / Vehicle

Description

Price

Bidder 1 / Vehicle 1

NYS Price For Vehicle

$25,080.00

Bidder 1 / Vehicle 2

NYS Price For Vehicle

$25,085.60

Bidder 1 / Vehicle 3

NYS Price For Vehicle

$26,100.00

Bidder 1 Mini-Bid Offer

Total Price For Mini-Bid

$76,265.60

Bidder / Vehicle

Description

Price

Bidder 2 / Vehicle 1

NYS Price For Vehicle

$26,090.00

Bidder 2 / Vehicle 2

NYS Price For Vehicle

$28.900.00

Bidder 2 / Vehicle 3

NYS Price For Vehicle

$28.950.00

Bidder 2 Mini-Bid Offer

Total Price For Mini-Bid

$83,940.00

3. Complete Vehicles (Chassis and Body)

Mini-Bids for Complete Vehicles that include both a Chassis and a Body Shall be awarded based on lowest

Grand Total Price For Mini-Bid, which is the sum of the Total Price For Mini-Bid for the Chassis and the Total

Price For Mini-Bid for the Body. An example of the calculation is shown below.

Description

Price

NYS Price For Vehicle (Chassis)

$36,500.00

Number of Vehicles (Chassis)

Total Price For Mini-Bid (Chassis) [Automatically calculated: NYS Price For Vehicle,

multiplied by the number of Vehicles]

$73,000.00

Description

Price

NYS Price For Vehicle (Body)

$66,250.00

Number of Vehicles (Body)

Total Price For Mini-Bid (Body) [Automatically calculated: NYS Price For Vehicle, multiplied

by the number of Vehicles]

$132,500.00

Description

Price

Total Price For Mini-Bid (Chassis)

$73,000.00

Total Price For Mini-Bid (Body)

$132,500.00

Grand Total Price For Mini-Bid [Automatically calculated: the sum of the Total Price For

Mini-Bid (Chassis) plus the Total Price For Mini-Bid (Body)]

$205,500.00

4. Chassis-Only)

Mini-Bids that are for only a Chassis, with no Body Upfit, Shall be awarded based on lowest Total Price For

Mini-Bid for the Chassis, which is calculated as shown in the example below.

Description

Price

NYS Price For Vehicle (Chassis)

$36,500.00

Number of Vehicles (Chassis)

Total Price For Mini-Bid (Chassis) [Automatically calculated: NYS Price For Vehicle,

multiplied by the number of Vehicles]

$132,500.00

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5. Body-Only)

Mini-Bids that are for only a Body, with no Chassis, Shall be awarded based on lowest Total Price For Mini-

Bid for the Body, which is calculated as shown in the example below.

Description

Price

NYS Price For Vehicle (Body)

$66,250.00

Number of Vehicles (Body)

Total Price For Mini-Bid (Body) [Automatically calculated: NYS Price For Vehicle, multiplied

by the number of Vehicles]

$73,000.00

2.11. ADDITIONAL OPTIONS AND AFTERMARKET COMPONENTS (AOAC) PRICE

The following terms and conditions apply to the AOAC price. See Section 3.9 Additional Options and Aftermarket

Components (AOAC) for terms and conditions applicable to offering AOAC under the Contract.

1. Unless otherwise agreed-upon by the Authorized User, the AOAC Discount Shall be at five (5) percent or a

greater discount. Offers of pricing greater than either the MSRP on the OEM Pricelist, or the standard list

price on the Contractor-Published Pricelist, as applicable, Shall be rejected by the Authorized User.

2. If an AOAC is being added to the Vehicle awarded in the Mini-Bid, the AOAC Discount Shall be applied to the

MSRP on the OEM or Contractor-Published Pricelist, as applicable, to yield a NYS Contract Price. The price

for the AOAC Shall be added to the applicable NYS Price For Vehicle.

3. If an AOAC is being deleted from the Vehicle awarded in the Mini-Bid, the MSRP of the AOAC Shall be

subtracted from the NYS Base MSRP (for a Single OEM Vehicle or a Chassis) or NYS Base Price (for a

Body), and the applicable NYS Price For Vehicle Shall be recalculated to reflect the deletion.

2.12. ORDERING

Purchase Orders Shall be made in accordance with the terms set forth in Appendix B, Section 30 Purchase

Orders. Authorized Users May submit orders by hard copy, and, if available, May submit orders electronically via

web-based ordering, e-mail, or facsimile at any time. Orders submitted Shall be deemed received by Contractor

on the date submitted.

All Purchase Orders are to include the following information;

1. Purchase Order Number

2. Contract number;

3. Contractor business name;

4. Contractor NYS Vendor ID Number;

5. NYS Vehicle Marketplace Mini-Bid Number;

6. General description of Vehicle(s);

7. Make, Model and Model Code of the Vehicle(s);

8. Option Code(s) and descriptions, if applicable;

9. Make, Model, part numbers and descriptions, of Aftermarket Components, if applicable;

10. NYS Price For Vehicle(s);

11. Quantity ordered;

12. Total Price For Mini-Bid;

13. Total Aftermarket Component cost, if applicable; and

14. Liquidated damages, if any.

All Purchase Orders Shall reference Contract number, requisition, and/or Purchase Order number (if applicable).

Upon Contractor’s receipt of an order, confirmation is to be provided to the Authorized User electronically or via

facsimile. Order confirmation should be sufficiently detailed, and include, at a minimum, purchase price, date of

order, delivery information (if applicable), Authorized User name, and sales representative (if applicable).

Contractor’s issuance of an order confirmation Shall be deemed a representation to the Authorized User that the

Contractor has received and reviewed the Purchase Order and has entered the order with the OEM and that the

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manufacturer has accepted the order and assigned an order number and anticipated build and delivery dates.

See also Section 2.12 Ordering.

2.21. DEFAULT ON MINI-BID

If during the Contract period an Authorized User has issued a Purchase Order on or before the Final Order Due

Date for a Vehicle and that Vehicle becomes unavailable or cannot be supplied for any reason (except as

provided for in Appendix B, Section 44 Savings/Force Majeure), following the issuance of the Purchase Order, a

substitute Vehicle deemed by the Authorized User to be equal to the specifications for the Vehicle specified in the

Mini-Bid, Must be supplied by Contractor if requested by the Authorized User. If the Vehicle awarded in the Mini-

Bid (i.e., Model Year, Make, Model, Model Code) is not available or not deemed equal to the specifications for the

Vehicle specified in the Mini-Bid, then Contractor Must supply a similar Vehicle that meets the specifications for

the Vehicle specified in the Mini-Bid. The price for the substitute Vehicles Shall be equal to or less than the price

for the Vehicle provided in the Mini-Bid.

Alternatively, the Authorized User May, at their sole discretion, cancel the order and purchase the Vehicle from

other sources. In such event the Contractor Shall reimburse the Authorized User for all excess costs over the

Contract price for the Vehicle, Chassis or Body that is unavailable or cannot be supplied (except as provided for in

Appendix B, Section 44 Savings/Force Majeure).

2.22. LIQUIDATED DAMAGES

In the event of a delay that is within control of Contractor that results in a default in the delivery timeframe

previously agreed upon by the Contractor and the Authorized User, the Authorized User Shall be entitled to and

May assess against the Contractor as liquidated damages and not by way of penalty, a sum calculated as follows:

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1. Single OEM Vehicles or Chassis-only orders

Seventy dollars ($70) per seven (7) calendar day period, per Vehicle, to compensate for delay, and other

losses, detriments and inconveniences attendant upon such delay from the end of the grace period

commencing from the time delivery was due as specified on the Purchase Order. The liquidated damages

Shall be prorated for a period less than seven (7) days to be an amount equal to ten ($10) per twenty-four

(24) hour period that the delivery is delayed. A grace period of seven (7) calendar days commencing on and

including the Purchase Order date for delivery Shall be extended to the Contractor prior to the assessment of

such liquidated damages. Notice is hereby given to the Contractor that, despite the grace period herein

specified, time Shall be of the essence in regard to delivery of the Vehicle.

2. Complete Vehicles that include both a Chassis and Body Upfit, and Body-only orders

One hundred and fifty dollars ($150) per seven (7) calendar day period, per Complete Vehicle or Body, as

applicable, to compensate for delay, and other loses, detriments and inconveniences attendant upon such

delay from the end of the grace period commencing from the time delivery was due as specified on the

Purchase Order. The liquidated damages Shall be prorated for a period less than seven (7) days to be an

amount equal to twenty-two dollars ($22) per twenty-four (24) hour period that the delivery is delayed. A grace

period of seven (7) calendar days commencing on and including the Purchase Order date for delivery Shall

be extended to the Contractor prior to the assessment of such liquidated damages. Notice is hereby given to

the Contractor that, despite the grace period herein specified, time Shall be of the essence in regard to

delivery of the Vehicles

Liquidated damages, if assessed, Shall be deducted from the Purchase Order price for each Vehicle delivered

against such Purchase Order.

2.23. CONTRACT ADMINISTRATION

The Contractor Shall provide a sufficient number of Customer Service employees who are knowledgeable and

responsive to Authorized User needs and who can effectively service the Contract. Contractor Shall also provide

an Emergency Contact in the event of an emergency occurring after business hours or on weekend/holidays.

Contractor Shall provide a dedicated Contract Administrator to support the updating and management of the

Contract on a timely basis. Information regarding the Customer Service, Emergency Contact, and Contract

Administrator Shall be set forth in Attachment 1 – Contractor Information. Contractor Must notify OGS within five

Business Days if its Contract Administrator, Emergency Contact, or Customer Service employees change, and

provide an interim contact person until the position is filled. Changes Shall be submitted electronically via e-mail

to the OGS Contract Management Specialist.

2.24. NYS FINANCIAL SYSTEM (SFS)

New York State is currently operating on an Enterprise Resource Planning (ERP) system, Oracle PeopleSoft

software, referred to as the Statewide Financial System (SFS). SFS is currently on PeopleSoft Financials version

9.2. SFS supports requisition-to-payment processing and financial management functions.

The State May be implementing additional PeopleSoft modules in the near future. Further information regarding

business processes, interfaces, and file layouts currently in place May be found at: http://www.sfs.ny.gov and

http://www.osc.state.ny.us/agencies/guide/MyWebHelp/.

2.25. DEALER CERTIFICATION

Contractor and third-party businesses used to satisfy Mini-Bid Requests under the Contract Shall be a Dealer for

the Vehicle OEM(s) offered under the Mini-Bids. Upon request by OGS or an Authorized User, the Contractor

Shall provide proof of that status in a format that is acceptable to the entity that made the request. The Vehicle

OEM(s) for which the Contractor is a Dealer Shall be identified in Attachment 1 – Contractor Information.

2.26. INSURANCE

The Contractor Shall maintain in force at all times during the term of the Contract, policies of insurance pursuant

to the requirements outlined in Attachment 2 – Insurance Requirements.

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2.27. REPORT OF CONTRACT USAGE

Contractor Shall submit Attachment 3 – Report of Contract Usage (including total sales to Authorized Users of this

Contract by Contractor, and all authorized resellers, dealers and distributors, if any) to OGS no later than 10 days

after the close of each calendar quarter. If the Contract period begins or ends in a fractional portion of a reporting

period, only the actual Contract sales for this fractional period should be included in the quarterly report.

The report is to be submitted electronically via e-mail in Microsoft Excel to OGS Procurement Services, to the

attention of the individual listed on the front page of the Contract Award Notification, or other person identified by

OGS for this purpose, and Shall reference the Contract Group Number, Award Number, Contract Number, Sales

Period, and Contractor's name.

The report in Attachment 3 – Report of Contract Usage contains the minimum information required. Additional

related sales information May be required by OGS and Must be supplied upon request. Failure to submit reports

on a timely basis May result in Contract cancellation and designation of Contractor as non-responsible.

2.28. CONTRACTOR REQUIREMENTS AND PROCEDURES FOR PARTICIPATION BY NEW YORK STATE

CERTIFIED MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES AND EQUAL EMPLOYMENT

OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND WOMEN

I. New York State Law

Pursuant to New York State Executive Law Article 15-A and Parts 140-145 of Title 5 of the New York Codes,

Rules and Regulations (“NYCRR”), the New York State Office of General Services (“OGS”) is required to promote

opportunities for the maximum feasible participation of New York State-certified Minority- and Women-Owned

Business Enterprises (“MWBEs”) and the employment of minority group members and women in the performance

of OGS contracts.

II. General Provisions

A. OGS is required to implement the provisions of New York State Executive Law Article 15-A and 5 NYCRR

Parts 140-145 (“MWBE Regulations”) for all State contracts as defined therein, with a value (1) in excess of

$25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of

$100,000 for real property renovations and construction.

B. The Contractor agrees, in addition to any other nondiscrimination provision of the Contract and at no

additional cost to OGS, to fully comply and cooperate with OGS in the implementation of New York State

Executive Law Article 15-A and the regulations promulgated thereunder. These requirements include equal

employment opportunities for minority group members and women (“EEO”) and contracting opportunities for

MWBEs. Contractor’s demonstration of “good faith efforts” pursuant to 5 NYCRR § 142.8 Shall be a part of

these requirements. These provisions Shall be deemed supplementary to, and not in lieu of, the

nondiscrimination provisions required by New York State Executive Law Article 15 (the “Human Rights Law”)

or other applicable federal, State, or local laws.

C. Failure to comply with all of the requirements herein May result in a finding of non-responsiveness, a finding

of non-responsibility, breach of contract, withholding of funds, suspension or termination of the Contract,

and/or such other actions or enforcement proceedings as allowed by the Contract and applicable law.

III. Equal Employment Opportunity (EEO)

A. The provisions of Article 15-A of the Executive Law and the rules and regulations promulgated thereunder

pertaining to equal employment opportunities for minority group members and women Shall apply to all

Contractors, and any subcontractors, awarded a subcontract over $25,000 for labor, services, including legal,

financial and other professional services, travel, supplies, equipment, materials, or any combination of the

foregoing, to be performed for, or rendered or furnished to, the contracting State agency (the “Work”) except

where the Work is for the beneficial use of the Contractor.

1. Contractor and subcontractors Shall undertake or continue existing EEO programs to ensure that minority

group members and women are afforded equal employment opportunities without discrimination because

of race, creed, color, national origin, sex, age, disability, or marital status. For these purposes, EEO Shall

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apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer,

layoff or termination, and rates of pay or other forms of compensation. This requirement does not apply

to: (i) the performance of work or the provision of services or any other activity that is unrelated, separate,

or distinct from the Contract; or (ii) employment outside New York State.

2. By entering into this Contract, Contractor certifies that the text set forth in clause 12 of Appendix A,

attached hereto and made a part hereof, is Contractor’s equal employment opportunity policy. In addition,

Contractor agrees to comply with the Non-Discrimination Requirements set forth in clause 5 of Appendix

B. Form EEO 100 – Staffing Plan

To ensure compliance with this section, the Contractor agrees to submit, or has submitted with the Bid, a

staffing plan on Form EEO 100 to OGS to document the composition of the proposed workforce to be utilized

in the performance of the Contract by the specified categories listed, including ethnic background, gender,

and federal occupational categories.

C. Form EEO - 101 - Workforce Utilization Reporting Form (Commodities and Services) (“Form EEO- 101-

Commodities and Services”)

1. The Contractor Shall submit, and Shall require each of its subcontractors to submit, a Form EEO-101-

Commodities and Services to OGS to report the actual workforce utilized in the performance of the

Contract by the specified categories listed including ethnic background, gender, and Federal occupational

categories. The Form EEO-101-Commodities and Services Must be submitted electronically to OGS at

EEO_CentCon@ogs.ny.gov on a quarterly basis during the term of the Contract by the 10th day of April,

July, October, and January.

2. Separate forms Shall be completed by Contractor and all subcontractors.

3. In limited instances, the Contractor or subcontractor May not be able to separate out the workforce

utilized in the performance of the Contract from its total workforce. When a separation can be made, the

Contractor or subcontractor Shall submit the Form EEO-101- Commodities and Services and indicate that

the information provided relates to the actual workforce utilized on the Contract. When the workforce to

be utilized on the Contract cannot be separated out from the Contractor's or subcontractor's total

workforce, the Contractor or subcontractor Shall submit the Form EEO-101-Commodities and Services

and indicate that the information provided is the Contractor's or subcontractor’s total workforce during the

subject time frame, not limited to work specifically performed under the Contract.

D. Contractor Shall comply with the provisions of the Human Rights Law and all other State and federal statutory

and constitutional non-discrimination provisions. Contractor and subcontractors Shall not discriminate against

any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual

orientation, military status, age, disability, predisposing genetic characteristic, marital status, or domestic

violence victim status, and Shall also follow the requirements of the Human Rights Law with regard to non-

discrimination on the basis of prior criminal and conviction and prior arrest.

IV. Contract Goals

A. For purposes of this procurement, OGS conducted a comprehensive search and determined that the Contract

does not offer sufficient opportunities to set goals for participation by MWBEs as subcontractors, service

providers, or suppliers to Contractor. Contractor is, however, encouraged to make every good faith effort to

promote and assist the participation of MWBEs on this Contract for the provision of services and materials.

The directory of New York State Certified MWBEs can be viewed at:

https://ny.newnycontracts.com/FrontEnd/VendorSearchPublic.asp?TN=ny&XID=2528.

Additionally, following Contract execution, Contractor is encouraged to contact the Division of Minority and

Women’s Business Development ((518) 292-5250; (212) 803-2414; or (716) 846- 8200) to discuss additional

methods of maximizing participation by MWBEs on the Contract.

B. Good Faith Efforts

Pursuant to 5 NYCRR § 142.8, evidence of good faith efforts Shall include, but not be limited to, the following:

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1. A list of the general circulation, trade, and MWBE-oriented publications and dates of publications in which

the Contractor solicited the participation of certified MWBEs as subcontractors/suppliers, copies of such

solicitations, and any responses thereto.

2. A list of the certified MWBEs appearing in the Empire State Development (“ESD”) MWBE directory that

were solicited for this Contract. Provide proof of dates or copies of the solicitations and copies of the

responses made by the certified MWBEs. Describe specific reasons that responding certified MWBEs

were not selected.

3. Descriptions of the Contract documents/plans/specifications made available to certified MWBEs by the

Contractor when soliciting their participation and steps taken to structure the scope of work for the

purpose of subcontracting with, or obtaining supplies from, certified MWBEs.

4. A description of the negotiations between the Contractor and certified MWBEs for the purposes of

complying with the MWBE goals of this Contract.

5. Dates of any pre-bid, pre-award, or other meetings attended by Contractor, if any, scheduled by OGS

with certified MWBEs whom OGS determined were capable of fulfilling the MWBE goals set in the

Contract.

6. Other information deemed relevant to the request.

V. Fraud

Any suspicion of fraud, waste, or abuse involving the contracting or certification of MWBEs Shall be immediately

reported to ESD’s Division of Minority and Women’s Business Development at (855) 373- 4692.

ALL FORMS ARE AVAILABLE AT: https://ogs.ny.gov/MWBE

2.29. PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE-DISABLED VETERAN

OWNED BUSINESSES

Article 17-B of the New York State Executive Law provides for more meaningful participation in public

procurement by certified Service-Disabled Veteran-Owned Businesses (“SDVOBs”), thereby further integrating

such businesses into New York State’s economy. OGS recognizes the need to promote the employment of

service-disabled veterans and to ensure that certified service-disabled veteran-owned businesses have

opportunities for maximum feasible participation in the performance of OGS contracts.

In recognition of the service and sacrifices made by service-disabled veterans and in recognition of their

economic activity in doing business in New York State, Bidders/Contractors are strongly encouraged and

expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation May be as

subcontractors or suppliers, as protégés, or in other partnering or supporting roles.

For purposes of this procurement, OGS conducted a comprehensive search and determined that the Contract

does not offer sufficient opportunities to set specific goals for participation by SDVOBs as subcontractors, service

providers, and suppliers to Contractor. Nevertheless, Contractor is encouraged to make good faith efforts to

promote and assist in the participation of SDVOBs on the Contract for the provision of services and materials. The

directory of New York State Certified SDVOBs can be viewed at: https://ogs.ny.gov/Veterans/

Contractor is encouraged to contact the Division of Service-Disabled Veteran’s Business Development at 518-

474-2015 to discuss methods of maximizing participation by SDVOBs on the Contract.

ALL FORMS ARE AVAILABLE AT: https://ogs.ny.gov/Veterans/

2.30. USE OF RECYCLED OR REMANUFACTURED MATERIALS

New York State supports and encourages Contractors to use recycled, remanufactured or recovered materials in

the manufacture of Products and packaging to the maximum extent practicable without jeopardizing the

performance or intended end use of the Product or packaging unless such use is precluded due to health or

safety requirements or Product specifications contained herein. Refurbished or remanufactured components or

Products are required to be restored to original performance and regulatory standards and functions and are

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required to meet all other requirements of this Solicitation. Warranties on refurbished or remanufactured

components or Products Must be identical to the manufacturer's new equipment warranty or industry's normal

warranty when remanufacturer does not offer new equipment. See Appendix B, Section 11 Remanufactured,

Recycled, Recyclable or Recovered Materials.

2.31. ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER NUMBER 4

New York State is committed to environmental sustainability and endeavors to procure Products with reduced

environmental impact. One example of this commitment May be found in Executive Order No. 4 (Establishing a

State Green Procurement and Agency Sustainability Program), which imposes certain requirements on State

Agencies, authorities, and public benefit corporations when procuring Products. More information on Executive

Order No. 4, including specifications for offerings covered by this Contract, May be found at

https://ogs.ny.gov/greenny/.The Executive Order No. 4 specification for lubricating oil, high detergent, adopted in

February 2009, for example, specifies that where lubricating oil with post-consumer material content is available

at a competitive cost and meets the entity’s form, function and utility requirements, all affected state entities Shall,

to the maximum extent practicable, purchase lubricating oil that meets or exceeds a minimum percentage of post-

consumer material content by weight of 55 percent. State entities subject to Executive Order No. 4 are advised to

become familiar with the specifications that have been developed in accordance with the Order, and to

incorporate them, as applicable, when making purchases under this Contract.

2.32. CONSUMER PRODUCTS CONTAINING MERCURY

Contractor Shall comply with the requirements of Title 21 of Article 27 of the NYS Environmental Conservation

Law regarding restrictions on the sale, purchasing, labeling and management of any products containing

elemental mercury under this Contract.

2.33. DIESEL EMISSION REDUCTION ACT

Pursuant to N.Y. Environmental Conservation Law § 19-0323 (the “Law”), it is a requirement that heavy duty

diesel vehicles in excess of 8,500 pounds use the best available retrofit technology (“BART”) and ultra-low sulfur

diesel fuel (“ULSD”). The requirement of the Law applies to all vehicles owned, operated by or on behalf of, or

leased by State Agencies and State or regional public authorities. It also requires that such vehicles owned,

operated by or on behalf of, or leased by State Agencies and State or regional public authorities with more than

half of its governing body appointed by the Governor utilize BART.

The Law May be applicable to vehicles used by Contractors “on behalf of” State Agencies and public authorities

and require certain reports from Contractors. All heavy duty diesel vehicles Must have BART by the deadline

provided in the Law. The Law also provides a list of exempted vehicles. Regulations set forth in 6 NYCRR Parts

248 and 249 provide further guidance. Contractor hereby certifies and warrants that all heavy duty vehicles, as

defined in the Law, to be used under this Contract, will comply with the specifications and provisions of the Law,

and 6 NYCRR Parts 248 and 249.

2.34. OVERLAPPING CONTRACT PRODUCTS

Products available under this Contract May also be available from other New York State Contracts. Authorized

Users will be advised to select the most cost effective procurement alternative that meets their program

requirements and to maintain a procurement record documenting the basis for this selection.

2.35. NYS VENDOR RESPONSIBILITY

The Contractor Shall at all times during the Contract term remain responsible. The Contractor agrees, if

requested by the Commissioner of OGS, to present evidence of its continuing legal authority to do business in

New York State, integrity, experience, ability, prior performance, and organizational and financial capacity.

The Commissioner of OGS, in his or her sole discretion, reserves the right to suspend any or all activities under

this Contract, at any time, when he or she discovers information that calls into question the responsibility of the

Contractor. In the event of such suspension, the Contractor will be given Written notice outlining the particulars of

such suspension. Upon issuance of such notice, the Contractor Must comply with the terms of the suspension

order. Contract activity May resume at such time as the Commissioner of OGS issues a Written notice

authorizing a resumption of performance under the Contract.

The Contractor agrees that if it is found by the State that Contractor’s responses to the Questionnaire were

intentionally false or intentionally incomplete, on such finding, the Commissioner May terminate the Contract.

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Upon Written notice to the Contractor, and a reasonable opportunity to be heard with appropriate OGS officials or

staff, the Contract May be terminated by the Commissioner of OGS at the Contractor’s expense where the

Contractor is determined by the Commissioner of OGS to be non-responsible. In such event, the Commissioner

of OGS May complete the contractual requirements in any manner he or she May deem advisable and pursue

available legal or equitable remedies for breach.

In no case Shall such termination of the Contract by the State be deemed a breach thereof, nor Shall the State be

liable for any damages for lost profits or otherwise, which May be sustained by the Contractor as a result of such

termination.

2.36. NYS TAX LAW SECTION 5-A

Tax Law § 5-a requires certain Contractors awarded State Contracts for commodities, services and technology

valued at more than $100,000 to certify to NYS Department of Taxation and Finance (DTF) that they are

registered to collect New York State and local sales and compensating use taxes. The law applies to Contracts

where the total amount of such Contractors’ sales delivered into New York State is in excess of $300,000 for the

four quarterly periods immediately preceding the quarterly period in which the certification is made, and with

respect to any affiliates and Subcontractors whose sales delivered into New York State exceeded $300,000 for

the four quarterly periods immediately preceding the quarterly period in which the certification is made.

A Contractor is required to file the completed and notarized Form ST-220-CA with the Bid to OGS certifying that

the Contractor filed the ST-220-TD with DTF. Only the Form ST-220-CA is required to be filed with OGS. The ST-

220-CA can be found at https://www.tax.ny.gov/pdf/current_forms/st/st220ca_fill_in.pdf. The ST-220-TD can be

found at https://www.tax.ny.gov/pdf/current_forms/st/st220td_fill_in.pdf. Contractor should complete and return

the certification forms within five (5) business days of request (if the forms are not completed and returned with

Bid submission). Failure to make either of these filings May render a Contractor non-responsive and non-

responsible. Contractor Shall take the necessary steps to provide properly certified forms within a timely manner

to ensure compliance with the law. The ST-220-TD only needs to be filed once with DTF, unless the information

changes for the Contractor, its affiliates, or its Subcontractors.

Vendors May call DTF at 518-485-2889 with questions or visit the DTF web site at https://www.tax.ny.gov/ for

additional information.

2.37. “OGS OR LESS” GUIDELINES

Purchases of the Products included in the scope of this Contract are subject to the “OGS or Less” provisions of

State Finance Law § 163(3)(a)(v). This means that State Agencies can purchase Products from sources other

than the Contractor provided that such Products are substantially similar in form, function or utility to the Products

herein and are (1) lower in price and/or (2) available under terms which are more economically efficient to the

State Agency (e.g. delivery terms, warranty terms, etc.).

Agencies are reminded that they Must provide the State Contractor an opportunity to match the non-Contract

savings at least two business days prior to purchase. In addition, purchases made under “OGS or Less” flexibility

Must meet all requirements of law including, but not limited to, advertising in the New York State Contract

Reporter, prior approval of the Office of the State Comptroller and competitive bidding of requirements exceeding

the discretionary threshold. State Agencies should refer to Procurement Council Guidelines for additional

information.

2.38. NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS

New York State political subdivisions and others authorized by New York State law May participate in Centralized

Contracts. These include, but are not limited to, local governments, public authorities, public school and fire

districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations. See Appendix B,

Section 25 Participation in Centralized Contracts. For Purchase Orders issued by the Port Authority of New York

and New Jersey (or any other authorized entity that May have delivery locations adjacent to New York State), the

terms of the Price clause Shall be modified to include delivery to locations adjacent to New York State.

Upon request, all eligible non-State agencies Must furnish Contractors with the proper tax exemption certificates

and documentation certifying eligibility to use State contracts. A list of categories of eligible entities is available on

the OGS web site (https://online.ogs.ny.gov/purchase/snt/othersuse.asp). Questions regarding an organization's

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eligibility to purchase from New York State Contracts May also be directed to NYS Procurement Services

Customer Services at 518-474-6717.

2.39. CENTRALIZED CONTRACT MODIFICATIONS

1. OGS, an Authorized User, or the Contractor May suggest modifications to the Centralized Contract or its

Appendices. Except as specifically provided herein, modifications to the terms and conditions set forth herein

May only be made with mutual Written agreement of the parties. Modifications May take the form of an update

or an amendment. “Updates” are changes that do not require a change to the established Centralized

Contract terms and conditions. A request to add new Products at the same or better price level is an example

of an update. “Amendments” are any changes that are not specifically covered by the terms and conditions of

the Centralized Contract, but inclusion is found to be in the best interest of the State. A request to change a

contractual term and condition is an example of an amendment.

2. Updates to the Centralized Contract and the Appendices May be made in accordance with the contractual

terms and conditions to incorporate new Products, make price level revisions, delete Products, or to make

such other updates to the established Centralized Contract terms and conditions, not resulting in a change to

such terms and conditions, which are deemed to be in the best interest of the State.

3. OGS reserves the right to consider modifications which are not specifically covered by the terms of the

Centralized Contract, but are judged to be in the best interest of the State. Such modifications are deemed

amendments to the Centralized Contract and May require negotiations between Contractor and OGS before

execution.

4. All modifications proposed by Contractor Shall be processed in accordance with Appendix C – Contract

Modification Procedure. The Contractor Shall submit all requests to the OGS Contract Administrator identified

on the OGS website for this Contract, in the form and format contained in Appendix C – Contract Modification

Procedure. The form contained within Appendix C is subject to change at the sole discretion of OGS.

5. Modifications proposed by OGS or an Authorized User, including updates and amendments, Shall be

processed in accordance with the terms of the Centralized Contract and Appendix B, Section 26 Modification

of Contract Terms.

2.40. DRUG OR ALCOHOL USE PROHIBITED

For reasons of safety and public policy, the use of alcoholic beverages or illegal drugs by the Contractor’s

personnel Shall not be permitted in performance of this Contract.

2.41. TRAFFIC INFRACTIONS

Neither the State nor Authorized Users will be liable for any expense incurred by the Contractor’s personnel for

any parking fees or as a consequence of any traffic infraction or parking violation attributable to employees of the

Contractor in performance of this Contract.

2.42. PROCUREMENT METHOD

The following procurement instructions Shall apply to this Contract. OGS reserves the right to change the

processes set forth in this Section, in either non-material or substantive ways without seeking a Contract

amendment.

1. When utilizing the Contract, the Authorized User should be familiar with and follow the terms and conditions

governing its use. The Authorized User is accountable and responsible for compliance with the requirements

of public procurement processes. The Authorized User, when purchasing from OGS contracts, should hold

the Contractor accountable for Contract compliance and meeting the Contract terms, conditions,

specifications, and other requirements. Also, in recognition of market fluctuations over time, Authorized Users

are encouraged to seek improved pricing whenever possible. Authorized Users have the responsibility to

document purchases which should include:

• A statement of need and associated requirements;

• Obtaining all necessary prior approvals;

• A summary of the Contract alternatives considered for the purchase, if any; and

• The reason(s) supporting the resulting purchase.

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2. An Authorized User Shall review the Contracts and associated NYS Minimum Discounts and available

Dealers and OEM Product Lines on the OGS website under Award 23166.

3. NYS Vehicle Marketplace.

Authorized User purchases under this Contract Shall be made through a competitive Mini-Bid conducted via

the NYS Vehicle Marketplace eProcurement Platform, as described below. OGS reserves the right to not use

an eProcurement Platform, or change the eProcurement Platform’s host and/or functionality, throughout the

term of the Contract at its discretion, without requiring an amendment of the Contract. The Contractor Shall

only provide a Vehicle under this Contract when it has been awarded under the Mini-Bid process. A Mini-Bid

awarded by an Authorized User to a Contractor May not be utilized by another Authorized User for

procurement of a Vehicle.

A. When a need is identified, an Authorized User is required to obtain all internal/control agency approvals

necessary prior to initiating a Mini-Bid through the NYS Vehicle Marketplace. Upon internal/control

agency approvals, the Authorized User Shall complete the on-line Vehicle request form at the

eProcurement Platform. Information to be entered will include the number of Vehicles needed, a

description of the Vehicles, Authorized User Specifications, (e.g., required features, deletion of any

standard equipment, and addition of Options or Aftermarket components), delivery requirements and

locations, and any additional required terms for the Mini-Bid. Authorized User acknowledges that any

Vehicle specification information made available through the eProcurement Platform is for the Authorized

User’s convenience, and that although such information is believed to be accurate, accuracy is not

guaranteed.

If the Authorized User is requesting a Chassis or Body for the Contractor to combine with a corresponding

Chassis or Body that will be supplied by the Authorized User, then the Authorized User Shall be required

to provide specifications for that Chassis or Body supplied by the Authorized User.

A Mini-Bid that does not include a Chassis, Body or Single OEM Vehicle (e.g., a request for a stand-alone

Option or Aftermarket Component) is out of the scope of this Contract and Shall not be processed by

OGS.

B. Each Mini-Bid request Shall be assigned a system-generated Mini-Bid Number. OGS will review the

request within three (3) business days and will expedite upon request. The Mini-Bid Shall be publicly

posted on the eProcurement Platform, and a system-generated email will be sent to each Contractor.

Postings can be viewed by the Contractor on the eProcurement Platform, and May also be publicly

viewed via a link on the OGS NYS Vehicle Marketplace website.

C. From the date of OGS posting of a Mini-Bid request, Contractors Shall have five (5) business days to

submit a response for a Single OEM Vehicles, and fifteen (15) business days to submit a response for a

Complete Vehicle that includes both a Chassis and a Body, via the eProcurement Platform. Procurement

Services reserves the right to set Mini-Bid response submittal deadlines that are longer or shorter than

the standard five (5) or fifteen (15) business days. The Mini-Bid response submittal deadline for each

Mini-Bid Shall be posted on the eProcurement Platform.

D. Each Mini-Bid posting Shall include contact information for the Authorized User requesting the Vehicle(s).

Any questions regarding the Authorized User Specifications and other information posted for a Mini-Bid

Must be submitted via the question and answer feature on the eProcurement Platform. The Authorized

User Shall be responsible for answering Contractor questions via the eProcurement Platform. Each

question and answer submitted via the eProcurement Platform will be publicly posted for all Contractors

to view.

E. The Contractor Shall be responsible for providing updated email address(es) during the Contract term to

the OGS Contract Administrator identified on the Contact Award Notification page posted at the OGS

website. The Contractor Must also update its eProcurement Platform profile with updated email

addresses(es) during the Contract term.

F. A Contractor that offers a Vehicle in response to a posted Mini-Bid Must provide the Mini-Bid response

via the eProcurement Platform. The Contractor is responsible to ensure its response is accurate and

complete. Contractor Must enter any bid deviations or other additional information applicable to the Mini-

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Bid in the designated field on the eProcurement Platform. A Mini-Bid response submitted in a format other

than the eProcurement Platform Shall be considered non-responsive and the Mini-Bid response Shall be

disqualified.

G. Timeframe for offers in Mini-Bids. The Vehicle and pricing offered in a Mini-Bid is firm for the timeframes

listed below. Once the Contractor has accepted a Purchase Order (see Section 2.12 Ordering), the

Contractor May not withdraw their offer.

1) If providing Vehicle(s) Built to Specifications, the timeframe for offers Shall be as specified in Appendix

B, Section 19 Timeframe for Offers.

2) If providing Pre-Existing Inventory Vehicle(s), the timeframe during which offers Shall remain firm and

cannot be withdrawn Shall be ten (10) calendar days from the first Business Day immediately following

the Mini-Bid response submittal deadline, or such other period of time as specified in the Mini-Bid. In

order for a Mini-Bid response to be responsive to a Mini-Bid involving Pre-Existing Inventory Vehicle(s),

the Contractor is required to retain the Pre-Existing Inventory Vehicle(s) for the ten (10) calendar day

period, or such other period of time as set forth in the Mini-Bid. Contractor’s failure to retain the Pre-

Existing Inventory Vehicle(s) for such period of time Shall render Contractor’s Mini-Bid response non-

responsive and the Mini-Bid response Shall be disqualified.

H. The Authorized User Shall be notified via email from the eProcurement Platform when Mini-Bid results are

available. The Authorized User Shall be responsible for evaluation and award of the Mini-Bid. Authorized

Users are instructed to notify the Contractors by entering each Contractor’s award or non-award status

via the eProcurement Platform within ten (10) Business Days of receipt of Mini-Bid responses.

I. The Authorized User Shall evaluate all Mini-Bid responses received in response to the Mini-Bid, and is

responsible for verifying that the Vehicle(s) offered meet the Authorized User Specifications. The

Contractor Shall, upon request of the Authorized User, submit a Build Sheet, OEM Pricelist and

Contractor-Published Pricelist, as applicable, to the Authorized User prior to award of the Mini-Bid. Award

Shall be made by the Authorized User to a responsive Contractor based on the requirements specified by

the Authorized User in their Mini-Bid.

J. Upon determination of either award or that an award Shall not be made, the Authorized User Shall issue

notification of tentative award, non-award, or that an award Shall not be made, via the eProcurement

Platform, to all Contractors that submitted a Mini-Bid response. Notification of tentative award Shall

include the final number of Vehicles that the Authorized User intends to issue a Purchase Order for.

K. A Contractor May submit a Mini-Bid response for a Vehicle OEM that is not set forth in Attachment 1 –

Contractor Information, provided that the Contractor submits a request to add the OEM to the Contract, in

the form and format contained in Appendix C – Contract Modification Procedure prior to, or upon,

tentative award of the Mini-Bid.

Failure to either submit a request to add the OEM to the Contract, or to provide proof of Dealer status if

requested by OGS or the Authorized User, Shall result in the Mini-Bid response being deemed non-

responsive and in the rejection of the Mini-Bid response.

L. After notice of tentative award of the Mini-Bid, the Authorized User Shall issue a Purchase Order to the

Contractor following the Authorized User’s standard procedures (see Section 2.12 Ordering). The

Authorized User, at its discretion, May request lower pricing for a Vehicle from the Contractor that is the

tentative awardee prior to issuance of a Purchase Order. The contractor May offer lower pricing, but is not

obligated to do so (see Appendix B, Section 13 Pricing). The Authorized User May request that

Additional Options and Aftermarket Components (AOAC) be added or deleted from the awarded Vehicle

specifications in accordance with Section 3.9 Additional Options and Aftermarket Components (AOAC).

Upon receipt of the Purchase Order for a Vehicle that includes both a Chassis and a Body, at the

Authorized User’s discretion, the Contractor and Authorized User Shall conduct a pre-production meeting

in order to ensure complete and accurate understanding of the Authorized User Specifications and

delivery requirements. See Section 3.13 Pre-Production Meeting.

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M. Upon completion of this Mini-Bid process, the Authorized User Must document the outcome of the Mini-

Bid on the eProcurement Platform. This Shall include justification of method of award. If at least three (3)

Mini-Bid responses are not submitted, the Authorized User Must justify the reasonableness of award. The

Authorized User Must also ensure that copies of the documents are maintained for audit purposes

following the Authorized User’s standard procedures.

4. Authorized User Procurement Rights.

Authorized Users hereby reserves the right in a Mini-Bid to:

A. Reject any or all responses received in response to the Mini-Bid;

B. Withdraw the Mini-Bid at any time, at the Authorized User’s sole discretion;

C. Make an award under the Mini-Bid in whole or in part;

D. Disqualify any Contractor submitting a response whose conduct and/or proposal fails to conform to the

requirements of the Mini-Bid;

E. Seek clarifications and revisions of Mini-Bid responses;

F. Prior to the Mini-Bid response submittal deadline, amend the Solicitation specifications to correct errors or

oversights, or to supply additional information, as it becomes available;

G. Prior to the Mini-Bid response submittal deadline, direct Contractors to submit modifications addressing

subsequent Mini-Bid amendments;

H. Change any of the schedule dates with notification through the eProcurement Platform to all Contractors;

I. Eliminate any mandatory, non-material specifications that cannot be complied with by all of the

prospective Contractors;

J. Waive any requirements that are not material;

K. Utilize any and all ideas submitted in the Mini-Bid responses received;

L. Adopt all or any part of a Contractor’s Mini-Bid response in selecting the optimum configuration.

M. Negotiate with the Contractor responding to the Mini-Bid within the Mini-Bid requirements to serve the

best interests of the State. This includes requesting clarifications of any or all Contractor’s Mini-Bid

responses;

N. Require clarification at any time during the procurement process and/or require correction of arithmetic or

other apparent errors for the purpose of assuring a full and complete understanding of a Contractor’s

Mini-Bid response and/or to determine a Contractor’s compliance with the requirements of the Mini-Bid;

O. Select and award the Mini-Bid to other than the selected Contractor in the event of unsuccessful

negotiations; and

P. Use information obtained through site visits, management interviews, and the state’s investigation of a

Contractor’s qualifications, experience, ability or financial standing, and any material or information

submitted by the Contractor in response to the agency’s request for clarifying information in the course of

evaluation and/or selection under the Mini-Bid.

5. New York State Reserved Rights

The State reserves the right to:

A. Use an on-line process, such as reverse auction, to make acquisitions under the Contracts. Contractor

agrees to participate in an on-line process through the eProcurement Platform established by OGS;

B. Exclude from the Contract any Vehicles that, at the sole discretion of the State, Shall not be approved for

purchase by an Authorized User;

C. Aggregate the volume of Authorized User requests for Vehicles by combining requests under one Mini-

Bid Number; and

D. Issue a Mini-Bid for Vehicles that May be utilized by all Authorized Users over a period of time.

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3. SPECIFICATIONS

3.1. VEHICLE REQUIREMENTS

The terms and conditions in this Section (i.e., 3.1 through 3.19) Shall be considered minimum Vehicle

requirements. The Authorized Users Shall include supplemental required specifications in the Mini-Bids. Vehicles

delivered to an Authorized User in a condition that would be considered unacceptable to a reasonable person

May be rejected (see also Appendix B, Section 36 Rejected Product). Items which determine this acceptance

level Shall include, but not be limited to, the general appearance of the interior and exterior of the Vehicle for

completeness and quality of workmanship, lubrication and fluid levels, with any leaks corrected, mechanical

operation of the Vehicle and all electrical components operational. Equipment specified to be furnished and

installed Shall conform to the best quality standards known to that particular industry, both product and

installation.

3.2. STANDARDS, CODES, RULES, AND REGULATIONS

Vehicles Shall be designed and assembled in accordance with all applicable industry standards, including, but not

limited to, those listed below. The Vehicles Shall comply with all governmental regulations as they apply to the

operation of the Vehicle described in the Authorized User Specifications including, but not limited to, those listed

below. If required by law or regulation, the appropriate decals indicating compliance Shall be affixed to the

Vehicle.

1. Vehicles Shall conform to any and all applicable New York State laws, regulations and directives, including

but not limited to, New York Codes, Rules and Regulations (NYCRR), New York State Vehicle and Traffic

Law (NYSVTL), and New York State Dept. of Motor Vehicles (NYSDMV).

2. Vehicles Shall comply with all current applicable Federal Motor Vehicle Safety Standards (FMVSS), Federal

Motor Carrier Safety Administration (FMCSA), National Highway Traffic and Safety (NHTSA), Environmental

Protection Agency (EPA), and Occupational Safety & Health Administration (OSHA) requirements.

3. Vehicles Shall comply with the regulations of the Federal Government and New York State (NYCRR) governing

the control of air pollution from new motor Vehicles and new motor Vehicle engines in effect on the date of

manufacture. Please refer to NYCRR (NY Codes Rules and Regulations), Title 6 (Environmental Conservation)

Part 218, Emissions Standards for Motor Vehicles and Motor Vehicle Engines.

4. Vehicles Shall be manufactured in accordance with any codes, standards and engineering practices as

recommended by the following professional organizations for the specific Vehicle/equipment:

American Institute of Steel Construction (AISC)

American National Standards Institute (ANSI)

American Society of Mechanical Engineers (ASME)

American Society for Testing and Materials (ASTM)

American Trucking Association (ATA)

American Welding Society (AWS)

American Wood-Preservers Association (AWPA)

Battery Council International (BCI)

British Standards Institute (BSI): Limits and Fits

Compressed Air and Gas Institute (CAGI)

Industrial Fastener Institute (IFI)

International Standards Organization (ISO)

Joint Industrial Council (JIC)

National Fire Protection Association (NFPA)

National Truck and Equipment Association (NTEA)

Power Crane and Shovel Association (PCSA)

Society of Automotive Engineers (SAE)

Society of Manufacturing Engineers (SME)

Steel Structure Painting Council (SSPC)

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Tire and Rim Association (TRA)

3.3. STANDARD EQUIPMENT

All items of standard equipment which are provided by the OEM Shall be furnished unless such items are

expressly deleted by the Authorized User or are specified to be other than standard. When Optional equipment is

specified, all components listed in the OEM Pricelist as being included with the Option Shall be furnished.

Example: If the standard Vehicle comes with air conditioning, then air conditioning Must be included with the

Vehicle provided to the Authorized User. Air conditioning cannot be deleted because it was not identified as

required by the specifications.

3.4. MANUALS

Simultaneous with delivery, all Vehicles Shall be furnished with standard manuals (e.g. maintenance, parts and

operational manuals) as would normally accompany such Vehicle(s). Manuals May be provided printed and

bound, on CD, or at an online website. If paper manuals are provided, an Authorized User Shall be able to opt not

to receive extra copies of documentation when ordering multiple units. This arrangement should be agreed upon

between the Contractor and the Authorized User prior to order. An Authorized User May also want to purchase

additional sets of documentation, if needed. If the provision of additional sets of documentation is subject to a

separate cost, the Contractor Must so advise the Authorized User at the time of order. Contractor Shall also

ensure that the part numbers associated with this provision of additional sets of documentation are available to

the Authorized User and included on the OEM or Contractor-Published Pricelist.

Further, where documentation is provided either in printed or electronic format, Authorized User Shall be entitled

to make copies to the extent necessary to fully enjoy the rights granted under this Contract provided that the

Authorized User reproduces the copyright notice and any other legend of ownership on any copies made.

3.5. COMPATIBLE EQUIVALENT

Whenever an item, other than the Vehicle Model, is specified in a Mini-Bid by trade name of an OEM, the term

“compatible equivalent,” if not inserted therewith, Shall be implied. Any reference to a particular OEM’s product

either by trade name or by limited description is solely for the purpose of more clearly indicating the minimum

standard of quality desired, except where a 'no substitute' is requested. When a 'no substitute' is requested, the

Authorized User Shall only consider Mini-Bid responses that include the referenced Product.

At the request of the Authorized User, a Contractor that submits a Mini-Bid response that includes a Compatible

Equivalent Shall:

1. Furnish complete identification of the Compatible Equivalent it is offering by trade name, brand and/or Model

Code;

2. Furnish descriptive literature and data with respect to the Compatible Equivalent it proposes to furnish; and

3. Indicate any known specification deviations from the referenced Product.

3.6. EQUIPMENT, PARTS AND ACCESSORIES

All equipment, parts and accessories provided under the Contract Shall be in accordance with requirements,

recommendations and options of the respective OEMs in addition to conforming to all Federal and State

Regulations in effect at the time of delivery. Additionally:

1. All electronic systems Shall be properly insulated so as to not cause any interference with the operation of the

Vehicle or the land mobile radio communications system, when properly installed in the Vehicle;

2. Power systems Must be compatible with the engine, transmission, axles, hydraulic system and power

steering, etc., in order to meet the requirements specified herein;

3. Complete Vehicles Shall meet the maximum gradeability of the manufacturer when loaded to maximum

GVWR without exceeding the engine manufacturer's recommended maximum revolutions per minute

("RPM");

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4. The ratio of the rear axle and transmission Shall be geared to maintain a road speed of approximately sixty-

five (65) mph on a level road, when operating at maximum GVWR without exceeding the recommended

engine RPM figure;

5. Brakes, axles, and suspension components Shall meet or exceed the specified axle rating;

6. All welds to brackets Shall be high quality and show no visible signs of porosity. All OEM and fabricated brackets

and braces Shall be finish ground smooth, all sharp corners or edges removed, prepped, primed and painted

on all sides to match their surroundings;

7. The Authorized User Shall have its choice of the manufacturer’s standard paint colors, and Shall designate

the selection on the Purchase Order. All surfaces, including bumpers, wheels and spares which are normally

painted Shall be factory painted with the specified color. Aftermarket Components Shall have any rust spots and

welding slag removed, be properly sanded, cleaned, prepped and primed per the paint manufacturer’s

recommendations at no additional cost to the Authorized User. The Vehicle Shall be carefully smoothed,

cleaned, primed and finished with top quality transportation enamel. Bodies and auxiliary equipment Shall be

primed and finished with not less than two (2) coats of durable enamel in the manufacturer’s standard color

specified by the Authorized User. All paint, primer, basecoats, clear coats or any other coating within the paint

system Shall be lead free;

8. The Vehicle Shall have all required rust proofing applied to the exterior and underside of the Vehicle. No

rustproofing compound can be on the personnel compartment's items or the exterior of the Body in unsightly

or unintended areas;

9. Tire size and type Shall be original equipment brand or as indicated in the Authorized User Specifications. Tire

inflation monitors Shall be supplied as required by Federal Motor Vehicle Safety Standard (FMVSS) 138;

10. All fuel, oil, hydraulic, and air filters Shall be serviceable without interference from other Vehicle components.

If the Vehicle is a Vehicle that includes both a Chassis and a Body, then the Contractor Shall coordinate filter

and component placements with the Chassis provider or Body Upfitter to ensure unimpeded servicing is

available;

11. Complete Vehicles Shall not exceed the aggregate value of the GAWR (Gross Axle Weight Rating). The

GAWR of a front and rear axle assembly Shall meet, or exceed, the lowest component rating thereof;

12. If the Vehicle is a Vehicle that includes both a Chassis and a Body, then the Contractor Shall ensure installed

Body components Shall not interfere with the Chassis configuration and vice versa; and

13. If the Vehicle is a Vehicle that includes both a Chassis and a Body, then the Authorized User Specifications

(e.g., Cab to Axle and Wheel Base measurements) Shall be adjusted appropriately for the Complete Vehicle’s

intended application. See also Section 3.13 Pre-Production Meeting.

3.7. OPTIONS

The Contractor Shall provide Options, if specified by an Authorized User in a Mini-Bid, for Vehicles. A Contractor

Must provide all Options available from the OEM that are requested by the Authorized User. Options to be offered

under the Contract are limited to products that (1) are listed on the OEM or Contractor-Published Pricelist(s), and

(2) Shall be installed on the Vehicles awarded in the Mini-Bid.

3.8. AFTERMARKET COMPONENTS

The Contractor Shall provide Aftermarket Components, if specified by an Authorized User in a Mini-Bid, for a

Vehicle, A Contractor Must provide all Aftermarket Components available in the Contractor’s normal course of

business that are requested by the Authorized User. Unless otherwise specified by an Authorized User in a Mini-

Bid, Aftermarket Components May be installed by any Aftermarket Component Provider utilized in the

Contractor’s normal course of business. Aftermarket Components to be offered under the Contract are limited to

products that (1) are listed on the Contractor-Published Pricelist(s), and (2) Shall be installed on the Vehicle

awarded in the Mini-Bid.

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3.9. ADDITIONAL OPTIONS AND AFTERMARKET COMPONENTS (AOAC)

After tentative award of a Mini-Bid, the Authorized User May choose to add or delete Options and Aftermarket

Components from the Vehicle awarded in a Mini-Bid from those previously included in the Authorized User

Specifications for the Mini-Bid. Any changes to the Authorized User Specifications Shall be by mutual Written

agreement between the Authorized User and the Contractor. See Section 2.11 Additional Options and

Aftermarket Components (AOAC) Price, for terms and conditions applicable to the price of AOAC.

The following AOAC are excluded from the scope of this Contract, and would require that the Authorized User

either conduct a new Mini-Bid, or make a non-Contract purchase for the AOAC:

1. AOAC that result in a five (5) percent or greater increase or decrease to the NYS Price For Vehicle, for the

Vehicle awarded in the Mini-Bid.

2. AOAC that result in a different Model, Model Code, or Body type than the Vehicle awarded in the Mini-Bid;

and

3. AOAC that result in material changes to the Authorized User Specifications included in the Mini-Bid. Material

changes include, but are not limited to, the Vehicle feature modifications listed below:

A. Engine (e.g., replacing the engine included with the Vehicle offered with another engine available for the

same Model);

B. Transmission (e.g., replacing the transmission included with the Vehicle offered with another transmission

available for the same Model);

C. Cab type (e.g., replacing a regular cab with a crew cab);

D. Drive/axle type (e.g., replacing a 4x2 with a 4x4);

E. Body material (e.g., replacing steel with aluminum); and

F. Body length (e.g., increasing length from eight feet to ten feet).

3.10. AVAILABILITY OF SERVICE & PARTS

Service and parts for Product offered under this Contract Must be available to Authorized users within New York

State. Parts Must be available on an on-demand basis to Authorized Users for delivery within twenty-four (24)

hours, or other timeframe mutually agreed-upon between the Contractor and the Authorized User, unless such

part is nationally backordered. Nationally backordered parts Shall be delivered immediately upon availability.

Additional payment for expedited orders is at the discretion of the Contractor(s), and Must be mutually agreed

upon prior to shipment.

3.11. ADVERTISING

No name, trade mark, decal or other identification, other than that of the OEM, Shall be applied to the Vehicle

without prior approval by the Authorized User. Identification of the Contractor Shall not be attached to the

Vehicle. Splash guards Shall be plain (without lettering) unless done so in compliance with Authorized User

Specifications. In any instance of violation of these restrictions the cost to the Authorized User for removal of such

advertising Shall be deducted from Contractor’s invoice.

3.12. VEHICLE INSPECTION

Unless otherwise instructed by the Authorized User, all Complete Vehicles Must be delivered with complete NYS

Inspections. In the event that a Complete Vehicle is delivered uninspected, $250 Shall be deducted from the

invoice by the Authorized User to cover the cost of the inspection and to compensate for time. The Authorized

User reserves the right to cancel a Mini-Bid award and/or take other action if Complete Vehicles are not properly

inspected or if the New York State Department of Motor Vehicles inspection sticker is not properly affixed to a

Complete Vehicle.

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3.13. PRE-PRODUCTION MEETING

If required by the Authorized User, and the Vehicle includes both a Chassis and a Body, then the Contractor Shall

coordinate and attend a pre-production meeting at a location convenient to the Authorized User, to provide all

necessary information prior to building a Vehicle, or scheduling production. Only after the pre-production meeting,

if required by Authorized User, and subsequent Written approval from the Authorized User, Shall the Contractor

begin the production.

3.14. PILOT MODEL INSPECTION

Prior to completion of the Vehicles ordered, a complete pilot model inspection of one or more Vehicles Shall be

provided by the Contractor if requested by the Authorized User. The terms and conditions of such inspection(s)

Shall be provided by the Authorized User, and should be agreed upon by the Contractor and Authorized User

prior to scheduling production. This inspection Shall take place inside a building and on a dry Vehicle at the

OEM’s facility or Contractor’s place of business, as agreed to by the Authorized User. The Authorized User Shall

be responsible for its own transportation, lodging and meals associated with the initial pilot model inspection. The

Authorized User, at its discretion, May require that the Contractor cover the costs of subsequent pilot model

inspections should the pilot model not pass the initial inspection.

3.15. GENERAL WARRANTY REQUIREMENTS

In addition to Appendix B, Section 54 Warranties, the following general warranty requirements Shall apply to all

Vehicles provided under the Contract.

1. The Contractor Shall warrant the Vehicle and related Aftermarket Components against parts failure or

malfunction due to design, construction or installation errors, defective workmanship, and missing or incorrect

parts. Warranty service Shall be available within New York State, and Shall be honored by all the

manufacturer's Dealers in New York State.

2. The Authorized User Shall be responsible for all transportation, pick-up and delivery for any Vehicles

procured under the Contract requiring warranty service, unless otherwise agreed upon by the Contractor.

Upon Authorized User request, the Contractor May provide delivery and/or pickup service. Any fee for such

service is at the discretion of the Contractor, and Must be agreed upon by the Authorized User prior to

service.

3. The warranty period for all coverage Shall begin on the date the Vehicle is put in service by the Authorized

User. The Authorized User May request a delayed warranty start date when the in-service date is after the

delivery date of the Vehicle to the Authorized User. Delayed warranty forms are to be provided with the

required motor Vehicle paper work. Where Vehicles develop Chronic Failures during the warranty period,

Contractor Shall extend the warranty period following correction of such failures, for a period of time equal to

the period of time the Vehicle was out of service.

4. The Contractor Shall be responsible for all warranty claims related to the Vehicle, including Aftermarket

Components, as provided by the Contractor at the time of delivery. All components supplied by the

Contractor Shall be included and covered by the basic Vehicle or Aftermarket Component warranty. OEM

replacement parts are to be new, not remanufactured, unless the OEM has specified that a replacement part

be remanufactured, or prior approval has been granted by the Authorized User. All warranties Shall cover all

labor and parts replacement during the warranty period. Normal wear and tear items Shall be warranted in

accordance with manufacturer’s standard warranty. Parts replaced under this warranty Shall be of OEM

quality or higher. Service Shall be at a level to maintain or meet the manufacturer’s requirements to sustain

the warranty. See Appendix B, Section 54 Warranties. The Contractor Shall furnish with each repaired

Vehicle an information sheet that indicates the type of warranty work performed, parts replaced, and number

of labor hours involved.

5. Any warranty requirements included in the Authorized User Specifications are considered minimum. If a

minimum warranty requirement is not stated in the Authorized User Specifications, then the contractor Shall

guarantee such equipment against defective materials and workmanship for a period of one (1) year from the

in-service date, with no mileage limitation. If the manufacturer's standard warranty exceeds the warranty

stated in the Authorized User Specifications, or the minimum one (1) year warranty stated herein, then the

manufacturer's standard warranty Shall apply.

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6. Whenever extended warranty packages are being offered by the OEM or the Contactor at "No Additional

Charge," the extended warranty packages Shall be extended to all Contract purchases during the time period

that the extended warranty packages are offered.

7. All Vehicle Warranties, including extended warranties, Shall be provided in Written or electronic form to the

Authorized User.

3.16. WARRANTY REPAIR BY AUTHORIZED USERS

If certified by the Contractor an Authorized User May perform warranty repairs at Authorized User’s facilities.

Warranty repairs performed by the Authorized User Shall be reimbursed at the Contractor’s standard flat

reimbursement rates. Rates Shall be provided at the request of OGS or the Authorized User. Understanding that

the State of New York shop Must be “certified” to perform and be reimbursed for warranty repairs, the Contractor

Shall provide documentation that details the qualifications required in order for Authorized User maintenance

repair facilities to become certified. If not currently available, the Contractor Shall document the potential for this

type of infrastructure to develop. The Authorized User Shall be responsible for all costs associated with becoming

certified.

3.17. POST-DELIVERY SERVICE

Post-delivery service at locations authorized by the Vehicle OEMs Must be available within NYS for Product

provided under the Contract. Post-delivery service Shall be performed in a modern, properly equipped service

shop.

An Authorized User Shall have the right to utilize any service location for post-delivery service. If requested by an

Authorized User, the Contractor Shall assist the Authorized User in locating a service location authorized by the

Vehicle OEM.

3.18. RECALLS

Upon request from the Authorized User, the Contractor Must assist in determining if the Vehicle is subject to any

open recalls, and also, if requested by the Authorized User, Must assist in finding an OEM Dealer or other

qualified location to perform the recall service.

3.19. TRAINING

If requested by the Authorized User, complete training for each Class 3-8 Vehicle, excluding Single OEM

Vehicles, Shall be provided by the Contractor at no additional charge. Training is to include operator training with

instruction and demonstration on proper operation of the unit, safety, preventive maintenance and proper usage

of parts and service manuals. Training provided Must be sufficient to update technician(s) on all new componentry

and diagnostics capabilities. The Contractor Shall provide the training services of qualified factory technician(s) for a

minimum period of one (1) full Business Day, at one mutually agreed-upon location (e.g., at the location of delivery or at

a field location within the State), at no additional charge. Additional training days and/or locations Shall be provided

upon request by the Authorized User. The Contractor May charge a mutually agreed-upon fee for any additional

training days and/or locations.

One (1) copy of training programs (DVD or CD format) and/or PowerPoint presentations covering all or any part of

the Vehicle, that are normally available from the OEM, Shall be provided to the Authorized User at no additional

charge.

4. GENERAL PROVISIONS

4.1. NOTICES

All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given

pursuant to this Contract Shall be in writing and Shall be validly given when mailed by registered or certified mail,

or hand delivered, (i) if to the State, addressed to the State at its address set forth below, and (ii) if to Contractor,

addressed to Contract Administrator at the address set forth below.

The parties May, from time to time, specify any address in the United States as its address for purpose of notices

under this Contract by giving fifteen (15) days Written notice to the other party. The Parties agree to mutually

designate individuals as their respective representatives for purposes of this Contract. Contact information for the

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designated individuals will be set forth on the Contract Award Notification (CAN) and on the Contractor

Information page for this Contract, which will be posted on the OGS website.

All notices sent Shall be effective upon actual receipt by the receiving party. The Contractor will be required to

forward a copy of the official notice to any Authorized User that is associated with the subject of the notice.

Written notice of any alleged breach by one party to the other Shall provide specific facts, circumstances and

grounds upon which the breach is being declared.

4.2. CAPTIONS

The captions contained in this Contract are intended for convenience and reference purposes only and Shall in no

way be deemed to define or limit any provision thereof.

4.3. SEVERABILITY

If any provision of this Contract is deemed invalid or unenforceable, such determination Shall have no effect on

the balance of the Contract, which Shall be enforced and interpreted as if such provision was never included in

the Contract.

4.4. COUNTERPARTS

This Contract May be executed in one or more counterparts, each of which Shall be deemed to be an original, but

all of which together Shall constitute the same Contract. Any signature page of any such counterpart May be

attached or appended to any counterpart to complete a fully executed counterpart of this Contract, and Shall bind

such party.

4.5. ENTIRE AGREEMENT

This Contract and the referenced Appendices and Attachments constitute the entire agreement between the

parties thereto and no statement, promise, condition, understanding, inducement or representation, oral or

Written, expressed or implied, which is not contained herein Shall be binding or valid and the Contract Shall not

be changed, modified or altered in any manner except by an instrument in writing executed by the State and the

Contractor, with all necessary approvals. Authorized Users Shall not have the authority to modify the terms of the

Contract, except as to better terms and pricing for a particular procurement than those set forth herein. In

accordance with the terms set forth in Appendix B, Section 26 Modification of Contract Terms, and Section 30,

Purchase Orders, no alteration or modification Shall be made by including terms or conditions on a Purchase

Order, order form or other document which seek to vary the terms of this Contract or impose new duties or

obligations on the Contractor or Authorized User, and no such terms Shall have any force and effect.

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CONTRACT SIGNATURE PAGE

IN WITNESS WHEREOF, the parties therefore hereby execute their mutual agreement to the terms of this Contract. This

agreement Shall be executed and Shall be a binding Contract between the parties as set forth in Appendix B, Section 22,

Contract Creation/Execution. The State further warrants that, where Contractor is asked to execute multiple original copies

of this signature page along with a complete original copy of the Contract, the approved signature page(s) will be affixed by

the State, upon receipt of all necessary approvals, to additional copies of this Contract which conform exactly to the complete

original copy as submitted by Contractor and executed simultaneously therewith.

CONTRACTOR

THE PEOPLE OF THE STATE OF NEW YORK

Signature:

Printed Name:

Title:

Company Name:

Federal ID:

NYS Vendor ID:

Date:

The acknowledgment Must be fully and properly executed by an authorized person. By signing you certify your

express authority to sign on behalf of yourself, your company, or other entity and full knowledge and acceptance of

this agreement, Appendix A (Standard Clauses For New York State Contracts), Appendix B (General Specifications),

and State Finance Law §139-j and §139-k (Procurement Lobbying), and that all information provided is complete, true

and accurate. By signing, Contractor affirms that it understands and agrees to comply with the OGS procedures

relative to permissible contacts as required by State Finance Law §139-j (3) and §139-j (6) (b).

CORPORATE ACKNOWLEDGMENT

STATE OF 

: ss.:

COUNTY OF 

On the _____________ day of ______________________in the year 20___, before me personally came:

__________________________________________________________, to me known, who, being by me duly sworn,

did depose and say that he/she/they reside(s) in_________________________________________________________

____________________________________________________________________________; that he/she/they is

(are) _____________________________________________________________________________ (the President or

other officer or director or attorney in fact duly appointed) of________________________________________________

______________________________________________________________, the corporation described in and which

executed the above instrument; and that he/she/they signed his/her/their name(s) thereto by authority of the board of

directors of said corporation.

__________________________________________

Notary Public Signature