WASHINGTON STATE TRANSIT BUSES COOPERATIVE PURCHASING AGREEMENT PAGE 1 (Rev 2021-10-01)
COOPERATIVE PURCHASING AGREEMENT
FOR
TRANSIT BUSES
CONTRACT NO. 06719
This Cooperative Purchasing Agreement for Transit Buses (“Agreement”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and the City of Commerce, a Municipal Corporation (“Authorized Purchasing Entity”) and is dated and effective as of May 14, 2024.
R E C I T A L S
A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish procurement solutions, including statewide contracts (‘Contract”), for goods and/or services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized Enterprise Services to make these contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agencies or entities, public benefit nonprofit organizations, and any tribes located in the State of Washington. See RCW 39.26.050(1) & (2).
B. In addition, Enterprise Services is authorized “to participate in, sponsor, conduct, or administer a cooperative purchasing agreement.” See RCW 39.26.060(1).
C. Cooperative Purchasing Agreements provide an opportunity for Enterprise Services to meet the needs of its customers and, by designing and developing the Competitive Solicitation and resulting Contract to include the opportunity for cooperative utilization by Authorized Purchasing Entities through a Cooperative Purchasing Agreement, to meet the needs of similarly situated purchasing entities who collectively enable an innovative, cost-effective, and efficient procurement solution for awarded contractors and eligible purchasers.
D. The above-referenced Contract was competitively bid, evaluated, and awarded pursuant to the State of Washington’s procurement laws for goods/services. See RCW 39.26. The procurement and resulting Contracts were designed to create competition and awarded contractors for a variety of Transit Buses (contract categories).
E. The above-referenced Contract was designed to and meets Federal Transit Administration (“FTA”) requirements for a State Cooperative Purchasing Contract under the FAST Act Sec. 3019. See Pub.L. 114-94.
F. There are no pending protests or lawsuits pertaining to the procurement or award of the Contract.
DocuSign Envelope ID: 66DA92EC-CC0C-4BF0-AFD6-CF33100CEE1D WASHINGTON STATE TRANSIT BUSES COOPERATIVE PURCHASING AGREEMENT PAGE 2 (Rev 2021-10-01)
G. Enterprise Services maintains procurement and contract records pertaining to the Contract including the Competitive Solicitation, Bid Tab, Bidder Profiles, and resulting Contracts. In addition, Enterprise Services Transit Buses website identifies the various awarded contractors.
H. The purpose of this Agreement is to enable the Authorized Purchasing Entity to utilize the above referenced Contract consistent with the terms thereof and the terms and conditions set forth herein.
A G R E E M E N T
NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:
1. TERM. Upon execution, this Cooperative Purchasing Agreement shall continue for the term of the applicable Contract, as amended or extended; Provided, however, that, upon written notice to Enterprise Services, Purchasing Entity may terminate its participation in this Cooperative Purchasing Agreement and its ability to utilize the above-referenced Contract.
2. AUTHORIZATION TO UTILIZE THE CONTRACT. Consistent with the terms and conditions of the Contract and Purchasing Entity’s applicable procurement law, Purchasing Entity is authorized to utilize the abovereferenced Contract as a procurement solution. The State of Washington makes no representation or warranty regarding Purchasing Entity’s governing law or whether the Contract is an appropriate procurement solution for Purchasing Entity.
3. CONTRACTOR CONSENT. Consistent with its applicable procurement authority, Purchasing Entity may propose and negotiate jurisdiction-specific terms with the applicable awarded Contractor to meet Purchasing Entity’s needs; Provided, however, that any such jurisdiction-specific modifications are subject to agreement with the applicable awarded Contractor. Under no circumstances, however, will Purchasing Entity’s jurisdiction-specific modifications change or modify the Contract obligations between the State of Washington and the applicable awarded Contractor. Upon execution of Purchasing Entity’s agreement with the applicable awarded Contractor, Purchasing Entity shall provide a copy of the same to Enterprise Services prior to making any purchases under the Contract.
4. VENDOR MANAGEMENT FEE. The Vendor Management Fee set forth in the Contract shall be paid by the applicable Contractor to Enterprise Services on all applicable purchases. In no event shall Purchasing Entity modify, waive, or terminate the Vendor Management Fee. Any such modification, waiver, or termination of the Vendor Management Fee shall be deemed a material breach of this Agreement and shall terminate the Agreement; and, in the event Purchasing Entity attempts to modify, waive, or terminate the Vendor Management Fee, Purchasing Entity shall, by such act, agree to notify Enterprise Services of the same and to pay to Enterprise Services, within thirty (30) days, the equivalent of the otherwise applicable Vendor Management Fee.
5. ACCURATE PURCHASES. Purchasing Entity shall make orders within the scope of the Contract. Any purchases outside of the scope of the Contract shall constitute a breach of this Agreement. IN the event of such breach, Enterprise Services may terminate this Agreement, including the authorization for any purchases by Purchasing Entity under the Contract. Purchasing Entity represents and warrants that it shall use reasonable, good faith efforts to assist the Contractor in obtaining and reporting to Enterprise Services accurate purchases under the Contract for purposes of the applicable Vendor Management Fee.
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6. AGREEMENT MANAGEMENT; NOTICES; PURCHASING ENTITY CONTRACT ADMINISTRATOR. (a) AGREEMENT MANAGEMENT; NOTICES. The parties hereby designate the following contacts as the respective single points of contact for purposes of this Agreement. The parties may change such individuals by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:
Enterprise Services Insert
Attn: Bus Purchases
Department of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Email: [email protected]
Attn: Claude McFerguson
City of Commerce, Transportation Department
5555 Jillson Street
Commerce, CA 90040
Tel: (323) -887-4419 Ext 2235
Email: [email protected]
Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. (b) PURCHASING ENTITY INFORMATION. Purchasing Entity hereby designates the following contract administrator as the single point of contact for business activities under this Agreement.
Purchasing Entity Information
Organization Name City of Commerce
Tax Identification Number 95-6006477
State Business Identification Number
(Required for Non-Profit entities)
Contact Name for Contract Administrator Claude McFerguson Title Director of Transportation
Address 5555 Jillson Street
City, State, Zip Commerce, CA 90040
Phone Number 323-887-4419 Ext 2235
Email Address [email protected]
7. COMMUNICATION. In the event Purchasing Entity becomes aware of a significant contract performance issue pertaining to the Contract that, in Purchasing Entity’s reasonable judgment, could adversely impact the State of Washington, Purchasing Entity shall communicate the same to Enterprise Services.
8. CONTRACTOR DISPUTES. Purchasing Entity is responsible for resolving any disputes between itself and the applicable Contract Contractor regarding its purchases. Purchasing Entity shall notify Enterprise Services of any material dispute between Purchasing Entity and the applicable Contract Contractor.
When appropriate, Enterprise Services may assist Purchasing Entity in resolving such disputes.
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9. NO LIABILITY. Other than those obligations expressly set forth in this Agreement, including the right of the State of Washington to the Vendor Management Fee, the parties shall have no liability whatsoever to each other with regard to transactions arising out of this Agreement or the Contract.
10. TAXES/FEES. Unless otherwise agreed with Contractor, Purchasing Entity shall pay applicable sales and use taxes imposed by the tax jurisdictions in which purchase delivery occurs. Contractor agrees not make any charge for federal excise taxes and Purchasing Entity shall furnish Contractor with an exemption certificate where appropriate.
11. SCOPE OF PARTICIPATION. Purchasing Entity shall provide Enterprise Services with Purchasing Entity’s estimates for purchases under the Contract. Purchasing Entity shall provide timely updates regarding such estimated purchases if there is a material change in such planned purchases. The purchasing estimates are for Enterprise Services’ planning purposes in managing and approving purchases on the Contract.
Category Estimated Purchases
Heavy Duty 6
Light/Medium Duty
Double Decker
Rebuilt
Refurbish
Repower
12. APPROVAL PROCESS. Purchasing Entity shall submit purchase information to Enterprise Services for approval of purchases under the Contract. Purchasing Entity shall provide necessary purchase information for each purchase including but not limited to, the final purchase order, the use of FTA funding, FTA grant number, and applicable Department of Transportation contact for approval.
Enterprise Services shall include the respective state Department of Transportation for purchasing using FTA funds which require state DOT approval.
13. GENERAL PROVISIONS
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations and representations. There are no representations or understandings of any kind not set forth herein.
(b) AMENDMENT OR MODIFICATION. Except as set forth herein, this Agreement may not be amended or modified except in writing signed by a duly authorized representative of each party. (c) AUTHORITY. Each party to this Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Agreement and that its execution, delivery, and performance of this Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party.
(d) ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Agreement or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such other ancillary agreement for all purposes.
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(e) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Agreement.
EXECUTED as of the date and year first above written.
TRANSIT BUSES COOPERATIVE
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
By: _____________________________
Name:
Title: _____________________________
AUTHORIZED PURCHASING ENTITY
AGENCY
NAME
By: _____________________________
Name: _____________________________
Title: _____________________________
Return this Agreement to Enterprise Services at:
[email protected]
DocuSign Envelope ID: 66DA92EC-CC0C-4BF0-AFD6-CF33100CEE1D