Staff Report - Cooperative Purchase Contract, Acceptance of Grant, and Budgetary Adjustments Electric Refuse Truck Update

City of Sacramento
City Council Report
915 I Street, 1st Floor
Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-01522 8/30/2022 Consent Item 7.

Cooperative Purchase Contract, Acceptance of Grant, and Budgetary Adjustments: Electric Refuse Truck Update
File ID: 2022-01152
Location: Citywide
Recommendation: Adopt a Resolution: 1) approving the use of the Sourcewell cooperative purchase contract with Mack Trucks, Inc. (Contract No.060920-MAK) for the purchase of one electric refuse truck, not to exceed $737,727; 2) authorizing the City Manager or the City Manager’s designee to execute the purchase specified above; 3) authorizing the City Manager or the City Manager’s designee to decrease the revenue and expenditure budgets of the Solid Waste Fleet Replacement Project (I06147000) by $260,000 (CIP Reimbursable, Fund 3702) as grant funding was not received as previously projected from the California Air Resource Board (CARB) Hybrid Voucher Incentive Project (HVIP), the Sacramento Air Quality Management District (SMAQMD) Sacramento Emergency Clean Air Transportation (SECAT) Program and other Sacramento Air Quality Management District funding; 4) authorize the City Manager or City Manager’s designee to sign any necessary documents to accept reimbursements from the South Coast Air Quality Management District (SCAQMD) in the amount of $200,000 (CIP Reimbursable, Fund 3702); and 5) authorize the City Manager or the City Manager’s designee to increase the revenue and expenditure budget of the Solid Waste Fleet Replacement Project (I06147000) by $200,000 (CIP Reimbursable, Fund 3702).

Contacts: Alison Kerstetter, Fleet Manager, (916) 808-1163, [email protected]; Kindelberg Morales, Program Specialist, (916) 808-6631, [email protected]; Department of Public Works
Presenter: None
Attachments:
1 - Description/Analysis
2- Resolution
3 - Contract
Description/Analysis
Issue Detail: The Department of Public Works, Fleet Management Division, has a customer requirement to replace one Compressed Natural Gas (CNG) powered refuse truck with an electric City of Sacramento Page 1 of 3
File ID: 2022-01522 8/30/2022 Consent Item 7.
powered refuse truck for Department of Public Works, Solid Waste Division. The electric refuse truck will be used to pick-up and transport refuse and recycling materials to facilities for processing and serve as a test vehicle to determine to feasibility of electric refuse trucks within the Solid Waste fleet.

The Department of Public Works, Fleet Management Division requests approval to accept $200,000 in grant funding from the SCAQMD grant to serve as reimbursable funding for the purchase of the refuse truck.

Policy Considerations: The recommendations in this report are in accordance with City Code Chapter 3.56 and support the City’s Electric Vehicle Strategy.

Economic Impacts: None
Environmental Considerations:

California Environmental Quality Act (CEQA): No environmental review is necessary because the recommendations in this report involve the purchase of vehicles and are not considered to be a project in accordance with Section 15378(b)(2) of the guidelines.

Sustainability: The recommended purchase is consistent with the Fleet Sustainability Policy adopted by City Council on December 12, 2017 (Resolution No. 2017-0478).

Commission/Committee Action: None
Rationale for Recommendation: Fleet Management originally received City Council approval to purchase an electric refuse truck and accept grant funding on April 13, 2021 (Resolution 2021-0083).

Unfortunately, the grant funding that was identified in the original report was not received. Also, the company that is producing the electric refuse truck that was approved for purchase was unable to build a truck to meet the City of Sacramento’s operational need. This report requests approval to purchase a different truck and to correct the funding that was originally stated.

After reviewing the available purchase options, the Fleet Management Division has determined that the Sourcewell cooperative purchase contract with the Mack Trucks, Inc. represents the most advantageous purchasing strategy. The contract was competitively bid nationally, and Sourcewell receives greater discounts from the manufacturer due to a higher purchase volume.

In an ongoing effort to maximize cost savings and staff resources, many government agencies share contracting efforts through cooperative purchasing. This procurement approach increases pricing competitiveness and lowers operating costs through volume buying. When comparing the administrative costs of procurement, staff considers product research, source selection, specifications, advertising, staff reports, awarding, protest, and administration of the contract.

The City has used both regional and national cooperative purchase contracts to complement its own City of Sacramento Page 2 of 3
File ID: 2022-01522 8/30/2022 Consent Item 7.
contracting initiatives. Cooperative purchasing enables City departments to evaluate a broader range of contracting opportunities and to share resources with other jurisdictions. Cooperative purchasing also leverages internal and external resources to maximize cost savings opportunities for the City.

The Fleet Management Division has been approved for SCAQMD reimbursements and recommends accepting the grants to reduce the purchase cost of the electric refuse truck for the Department of Public Works, Solid Waste Division and allow the department to test new technology.

Financial Considerations: The recommended purchase, in a total amount not to exceed $737,727 will be made from the Department of Public Works Fiscal Year 2022/23 operating budget (Fleet Fund, 6501) and billed to the Solid Waste Vehicle Replacement (I06147000). Upon completion of the budgetary adjustments, the Solid Waste Fleet Replacement Project (I06147000) will have sufficient funds to execute the contract with Mack Trucks, Inc. (Contract No.060920-MAK).

The Solid Waste Fleet Replacement Project (I06147000) will receive $200,000 in reimbursements when the grant funding is awarded.

Local Business Enterprise (LBE) The minimum LBE participation requirement is waived for the City’s use of cooperative purchase agreements that have been competitively bid, evaluated, and awarded by other governmental agencies that may or may not have similar LBE programs.

City of Sacramento Page 3 of 3
RESOLUTION NO. 2022-
Adopted by the Sacramento City Council
August 30, 2022

COOPERATIVE PURCHASE CONTRACT, ACCEPTANT OF GRANT, AND
BUDGETARY ADJUSTMENTS: ELECTRIC REFUSE TRUCK

BACKGROUND
A. Approving the use of the Sourcewell cooperative purchase contract with Mack Trucks, Inc. (Contract No.060920-MAK) for the purchase of one electric refuse truck, not to exceed $737,727.

B. The Department of Public Works, Fleet Management Division, requests approval to remove $260,000 (CIP reimbursable, Fund 3702) from the Solid Waste Fleet Replacement Project (I06147000) as grant funding was not received as previously projected from the California Air Resource Board (CARB) Hybrid Voucher Incentive Project (HVIP), the Sacramento Air Quality Management District (SMAQMD) Sacramento Emergency Clean Air Transportation (SECAT) Program and other Sacramento Air Quality Management District funding.

C. The Department of Public Works, Fleet Management Division, requests approval to accept grant funding from the South Coast Air Quality Management District (SCAQMD) in an amount of $200,000 (CIP Reimbursable, Fund 3702).

D. The pilot of an electric refuse truck is needed to reduce emissions within the Sacramento region and to determine if this will be a viable common replacement for current refuse trucks.

E. The recommended purchase is consistent with the Fleet Sustainability Policy adopted by City Council on December 12, 2017 (Resolution No. 2017-0478).

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. Approve the use of the Sourcewell cooperative purchase contract with Mack Trucks, Inc. (Contract No.060920-MAK) for the purchase of one electric refuse truck, not to exceed $737,727.

Section 2. Authorize the City Manager or the City Manager’s designee to execute the purchase specified above.

Section 3. Authorize the City Manager or the City Manager’s designee to decrease the revenue and expenditure budgets in the Solid Waste Fleet Replacement Project (I06147000) by $260,000 (CIP Reimbursable, Fund 3702) as grant funding was not received as previously projected from the California Air Resource Board (CARB) Hybrid Voucher Incentive Project (HVIP), the Sacramento Air Quality Management District (SMAQMD) Sacramento Emergency Clean Air Transportation (SECAT) Program and other Sacramento Air Quality Management District funding.

Section 4. Authorize the City Manager or City Manager’s designee to sign any necessary documents to accept reimbursements from the South Coast Air Quality Management District (SCAQMD) in an amount of $200,000.

Section 5. The City Manager or the City Manager’s designee to increase the revenue and expenditure budget of the Solid Waste Fleet Replacement Project (I06147000) by $200,000 (CIP Reimbursable, Fund 3702).

Purchaser :Date :Seller : Address:CUSTOMER PURCHASE ORDERAddress :City/State/ZIP :Phone/Contact :I hereby order from you, subject to all terms and conditions contained herein and the ADDITIONAL PROVISIONS printed on the last Page of this form, the followingequipment for delivery on or about :

PURCHASER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS ORDER, and the additional provisions printed on the last page.Customer Acceptance WPI Manager AcceptanceDate DateThis order is subject to written acceptance of the Seller by a manager as indicated below. Purchaser's deposit will be refunded if not accepted, otherwise, deposit is nonrefundable. :

Stock#: ORDER 2023 Mack LR $410,260.00Price:VIN: 000207P761Neway 29yd Sidwinder ASL Quote date 6/1/2022 $226,716.93Mack Service warranty 72 Months 300,000 miles $40,995.00Ignition switch ILO key type $275.00$85.00DOC Fee: $23.00Title Fee:$17.50Tire Tax: $125.50Total fees:$59,354.04Sales Tax:Unit Price: $737,726.47____________________________________________________________________________________________________________$678,246.93Total Price$125.50Total Fees$0.00Total FET$0.00Total Licensing$59,354.04Sales TaxTax Rate: 8.7500%, County Code: $737,726.47Total$737,726.47TOTAL DUE: Neway ASL body

Page 1 of 2 ends

PREPARED FOR
5730 24TH ST

CITY OF SACRAMENTO

SACRAMENTO

QUOTE INFORMATION

PREPARED BY
SACR2022000207P761
LR 64R BE

WESTERN TRUCK PARTS & EQUIPMENT

COMPANY
1925 ENTERPRISE BLVD

WEST SACRAMENTO
CA 958223604
DATE
CA 956913426
Qty: 1
7/27/2022

CUSTOMER

PROPOSAL

TECHNICAL SPECIFICATION
(cont.)

APPLICATION PACKAGES

DESCRIPTION

CHASSIS CONFIGURATION PACKAGE

BODY BUILDER PREP PACKAGE (REQUIRES MBP SELECTION)

BODY BUILDER PACKAGE
LABRIE AUTOMIZER 27YD ASL 6*4, 210" WB

CUSTOMER/VEHICLE INFO

DESCRIPTION
S
CA

CHASSIS (BASE MODEL)
LR 64R BE DAYCAB

CUSTOMER FLEET SIZE
REGIONAL FLEET 25 OR MORE VEHICLES IN OWN FLEET OF ANY VEHICLE BRAND

TYPE OF SERVICE

MUNICIPAL
S

WARRANTY REGISTRATION LOCATION

USA - WARRANTY REGISTRATION LOCATION

EMISSION WARRANTY CERTIFICATION
Battery Electric
S

INITIAL REGISTRATION LOCATION

USA REGISTRATION
S

VEHICLE APPLICATION CLASS

CLASS B HIGHWAY-INNER CITY

VEHICLE USE & BODY/TRAILER TYPE

REFUSE AUTOMATIC SIDE LOADER TRUCK
S

TERRAIN GRADE
NORMAL HIGHWAY, STARTING GRADES<12%
S

LOADING SURFACE

CONCRETE LOADING AND / OR UNLOADING SURFACE

VEHICLE VOCATION

REFUSE / LANDFILL OPERATION

SALES PROMOTION

SOURCEWELL SALES PROGRAM

ENGINE/TRANSMISSIONS

DESCRIPTION
S

ENGINE PACKAGE, COMBUSTION
MACK BE - 448 HP / 536 HP (PEAK), 4051LB-FT, ELECTRIC MOTOR, ZERO EMISSION S

TRANSMISSION
MACK ELECTRIC PROPULSION TRANSMISSION 800 NM 2SPEED
S

ENERGY STORAGE SYSTEM
ESS TOTAL ENERGY 375 KWH (BOL)

ENGINE EQUIPMENT

DESCRIPTION
S

AIR COMPRESSOR/DRYER
WABCO HEATED SS TWIN W/ 2 SCROLL (10.6 CFM) AIR COMPRESSORS S

BATTERIES
(2) MACK 12V 170/340 AH WET CHARGE

ENGINE BRAKE

MACK BE MOTOR BRAKE WITH REGENERATION
S

COOLANT PROTECTION
ETHYLENE GLYCOL EXTENDED LIFE COOLANT (50/50 MIX DYED RED) TO -34DEG

RADIATOR TYPE
EXTRA NARROW RADIATOR WITH LENGTH 1 (60 DM2)
S

HOSES - RADIATOR/HEATER

SILICONE W/ SPRING LOADED CLAMPS FOR BOTH RADIATOR & HEATER HOSE

CLUTCH/TRANS EQUIPMENT

DESCRIPTION
S

DRIVELINE - MAIN

SPICER COMPACT SERIES
S

DRIVELINE - INTERAXLE

SPICER COMPACT SERIES - LARGE
S

LUBRICANTS, TRANSMISSION

TRANSYND SYNTHETIC LUBE FOR ALLISON TRANS

FRONT AXLE EQUIPMENT

DESCRIPTION
S

FRONT AXLE
20000# (9100 KG) MACK FXL20 TAPERED SPINDLE / TAPERED BEARINGS S

SPRINGS - FRONT
MACK TAPERLEAF 20000# (9100 KG) GROUND LOAD RATING, EQUAL BIAS S

FRONT AXLE BRAKES
MERITOR EX+ AIR DISC BRAKES 430MM (17") H-TYPE
S

FRONT BRAKE ADJ. MANUFACTURE

AUTOMATIC FOR AIR DISC BRAKES
S

FRONT BRAKE CHAMBER MFG.

FRONT BRAKE CHAMBER MANUFACTURER, WABCO
S

HUB MATERIAL, FRONT

IRON CONMET PRESET-PLUS W/PREMIUM SEAL
S

SHOCK ABSORBER, FRONT

DOUBLE ACTING TYPE
S

BUMP STOP, FRONT SUSPENSION

STATIC LOAD CUSHIONS
LR 64R BE

TECHNICAL SPECIFICATION

PRICELIST DATE

QUOTATION
DATE
20220523
SACR2022000207P761
7/27/2022
PAGE
2 of 7

TECHNICAL SPECIFICATION
(cont.)

REAR AXLE EQUIPMENT

DESCRIPTION
S

REAR AXLE
46000# (20900kg) MACK S462R CAST DUCTILE HOUSING
S

CARRIER - REAR AXLE
CRDP150/151 AVAILABLE WITH OPTIONAL DRIVER CONTROLLED INTERWHEEL DIFFERENTIAL LOCKS, SEE 254 SYMBOL

REAR AXLE RATIO

5.31 RATIO
S

REAR SUSPENSION
MACK mRIDE 46 PARABOLIC 3-LEAF, 46,000 lb, STANDARD DUTY S

BOGIE SPREAD, REAR
54" AXLE SPACING (BOGIE WHEELBASE)
S

REAR SHOCK ABSORBER

REAR SHOCK ABSORBER
S

BRAKES - REAR
MERITOR EX+ AIR DISC BRAKES, 430MM (17") - H TYPE (Total for QTY = 2)

BRAKE, DRIVE, REAR

BRAKE, DRIVE REAR, DISC W/ VENTILATED ROTOR
S

REAR BRAKE ADJ MANUFACTURE

AUTOMATIC SLACK ADJUSTERS FOR REAR AIR DISC BRAKES

SPRING BRAKE CHAMBERS - SIZE
REAR SPRING BRAKE CHAMBERS 24/24 TYPE

BRAKE ORI REAR-MOST DRIVE AXLE
DISC BRAKE CHAMBER ORIENTATION: Middle Mount - Forward of Axle - Chamber Inward S

PARKING BRAKE CHAMBER
WABCO BRAKE CHAMBERS VENDOR (Total for QTY = 2)

HUB MATERIAL, DRIVE

CONMET IRON HUBS W/PRESET TIMKEN BEARINGS
S

POWER DIVIDER LOCKOUT

POWER DIVIDER LOCKOUT, W/BUZZER & LIGHT
S

LUBRICANTS, REAR AXLE(s)
FACTORY OPTION LUBE - REAR AXLE 80W-90
S

ANTILOCK BRAKE SYSTEM
BENDIX WITH TRACTION CONTROL 6S6M

FRAME EQUIPMENT/FUEL TANKS

DESCRIPTION

WHEELBASE
210"

AF (OVERHANG)
67"
S

FRAME RAILS & LINERS

9.5 x 82 x 340mm - (0.375" x 3.25" x 13.38")W/ Full Liner; RBM 3,122,400 LB-IN S

CROSSMEMBERS
STEEL 1/2" PL BOLTED BOC & INTERMDT 1/8" BELOW TOP OF RAIL

AUX CROSSM. IN REAR OVERH TYPE

WITHOUT AUXILIARY CROSSMEMBER
S

REAR CROSSMEMBER OPTIONS

STEEL CLOSING REAR CROSSMEMBER
S

FRONT BUMPER

FLUSH-PAINTED STEEL
S

GUARD

SKID PLATE UNDER BUMPER AND RADIATOR
S

TOWING DEVICE, FRONT

CENTER TOW CAPABILITY BASED ON BUMPER SELECTION

AIR/BRAKE

DESCRIPTION
S

AIRTANK DRAIN VALVE

AUTO DRAIN VALVE, HEATED ON SUPPLY TANK, MANUAL (PETCOCK) ON ALL OTHER TANKS S

AIRTANK MATERIAL

STEEL AIR TANK PAINTED CHASSIS COLOR
S

PARKING BRAKE VALVE

SINGLE VALVE SYSTEM

ELECTRICAL

DESCRIPTION
S

BACK-UP ALARM
PRECO, MODEL 1059
S

ROOF & SIDE MARKER LIGHTS
TRUCKLIGHT TYPE ROOF MARKER for LR
S

HEADLAMP BULB TYPE

HEADLAMP BULB TYPE, LED
S

HEADLAMP PROTECTION

HEADLAMP PROTECTION
S

DAYTIME RUNNING LIGHTS

ENGINE RUNNING ACTIVATED
S

AUX. POWER OUTLET, INTERIOR (CA in
PC28 only)
COMPUTER AND 2-WAY RADIO DEDICATED CIRCUIT
S

FRONT & SIDE INDICATOR LMP TYP

FRONT AND SIDE DIRECTION IND & MARKER, LED TYPE

PRICELIST DATE

QUOTATION
DATE
20220523
SACR2022000207P761
7/27/2022
PAGE
3 of 7

TECHNICAL SPECIFICATION
(cont.)
PTO

DESCRIPTION
S

BODY BUILDER MODULE
ControlLink III BODY BUILDER EL PREP KIT, REFUSE, RP170 ELECT. INTERFACE (3 CON 54 PINS) S

ELECTRIC PTO POSITION

ELECTRIC PTO POSITION, LEFT HAND SIDE

SPECIALTY EQUIPMENT

DESCRIPTION
S

PASSIVE SAFETY SYSTEM

WITHOUT PASSIVE SAFETY SYSTEM

CUSTOMER SPECIFIED HOLE GROUPS
(CA)

CUSTOMER SPEC HG, LABRIE AUTOMATED SIDE LOADER

CAB INTERIOR (A THRU G)

DESCRIPTION
S

AIR CONDITIONING/HEATER
(LR) AUXILLARY COOLER W/ STANDARD HEATER
S

SURVEILLANCE CAMERA OPTIONS (CA)

WITHOUT CAMERA
S

DOME LAMP, INTERIOR
DOME LIGHTS (2) W/SELF-CONTAINED SWITCHES (ONE EACH SIDE) S

FLOOR MATS

FLOOR MAT, RUBBER

FIRE EXTINGUISHER
5LB FIRE EXTINGUISHER (ABC RATED) MOUNTED INSIDE STORAGE COMPARTMENT UNDER RH SEAT
S

GAUGES - UNIT OF MEASURE
U.S. UNITS (PREDOMINANT)

CAB INTERIOR (H THRU R)

DESCRIPTION

KEY TYPES FOR DOORS
ALL CHASSIS KEYED ALIKE- (M-142)
S

IGNITION TYPE

KEY TYPE
S

AUDIO ACCOMMODATION
PREMIUM STEREO, AM/FM, MP3, WEATHER BAND, BLUETOOTH
S

ANTENNA - RADIO

RADIO ANTENNA, CH STYLE COWL MOUNTED ON LH SIDE
S

AUDIO SHUTOFF

AUTO SHUTOFF FOR RADIO ENTERTAINMENT SYSTEM WHEN VEHICLE IS ENGAGED IN REVERSE S

POWER LEADS
POWER LEADS (5-WAY BINDING POSTS FOR CB RADIO) MOUNTED ON TOP OF DASH

REAR WALL STORAGE COMPARTMENT

STORAGE POUCH REAR

CAB INTERIOR (S THRU Z)

DESCRIPTION

SEAT - DRIVER'S
BOSTROM TALLADEGA 910 (MID-BACK) AIR SUSPENSION

SEAT COVERING

ALL CLOTH, BLACK, DRIVER SEATS

SEAT BELT(S)
LAP & SHOULDER BELTS FOR (2) DRIVER SEATS, TO BE ORANGE IN COLOR S

STEERING WHEEL
DIAMETER 450MM STEERING WHEEL, RUBBER GRIP V1

STEERING WHEEL ADJUSTMENT

STEERING COLUMN, ADJUSTABLE TILT TELESCOPE
S

TURN SIGNALS

SELF CANCELLING TURN SIGNALS
S

WASHER RESERVOIR POSITION

W/O WINDSHIELD WASHER OPTION

CAB EXTERIOR

DESCRIPTION
S

FRONT GRILLE

LR ELECTRIC BLACK GRILLE WITH GREY SURROUND AND BRIDGE

CAB

RH & LH SIT DOWN DRIVING POSITION, EXTENDED CAB VERSION

CAB DOOR OPTIONS

LH & RH FRONT HINGED DOORS W/POWER WINDOWS BOTH SIDES

CAB CORNER PROTECTION, FRONT

CAB CORNER PROTECTION, FRONT
S

CAB TILT PUMP

LOCATED IN STD LOCATION
S

CAB INSTEP VERSION
Cab Low Entry Step
S

PASSENGER SIDE VISIBILITY OPTIONS

WITHOUT AUXILIARY WINDOW IN RH DOOR WITHOUT SIDE CLOSE VIEW MIRROR S

HORN - AIR
(1) TWIN-UNDER CAB TRUMPET W/DUAL LANYARD CONTROL
S

HORN - ELECTRICAL

DUAL TONE

PRICELIST DATE

QUOTATION
DATE
20220523
SACR2022000207P761
7/27/2022
PAGE
4 of 7

TECHNICAL SPECIFICATION
(cont.)

CAB EXTERIOR

DESCRIPTION

SUNVISOR, EXTERIOR

EXTERIOR SUN VISOR
S

MIRRORS - LEFT SIDE EXTERIOR

LH BLACK AERO MIRROR ELECTRICAL OPERATED & HEATED, W/ HEATED SQUARE BLACK CLOSE VIEW
S

MIRRORS - RIGHT SIDE EXTERIOR

RH BLACK AERO MIRROR ELECTRICAL OPERATED & HEATED, W/ HEATED SQUARE BLACK CLOSE VIEW

WHEELS & TIRES

DESCRIPTION

TIRES BRAND/TYPE - FRONT
315/80R22.5 L BRIDGESTONE M870 (20000 lbs) (Total for QTY = 2)

WHEELS - FRONT

22.5x9.00 ALCOA 89U63x CLEAN BUFFED, ALUMINUM, 4.06" OFFSET, 10 HAND HOLE (Total for QTY = 2)
S

FRONT AXLE TIRE & WHEEL QUANTITY

TWO FRONT TIRES & WHEELS

TIRES BRAND/TYPE - REAR
11R22.5 H BRIDGESTONE M863 (24020 lbs) (Total for QTY = 8)

WHEELS - REAR

22.5x8.25 ALCOA 88565x SEVERE SERVICE, POLISHED OUTER ALUMINUM, 6.60" OFFSET, 10 HAND HOLE (Total for QTY = 8)
S

REAR AXLE TIRE & WHEEL QUANTITY

EIGHT REAR AXLE TIRES & WHEELS
S

DRIVE WHEEL STUDS

DRIVE WHEEL STUDS LONGER LENGTH
S

TIRE INFLATION VALVE

STANDARD VALVE STEMS AND CAPS

COMMUNICATION SYSTEMS

DESCRIPTION
S

DIAGNOSTICS DISPLAY IN CLUSTER

DIAGNOSTICS DISPLAY IN CLUSTER, BASIC
S

TELEMATIC GATEWAY
TELEMATICS GATEWAY, 4G/LTE AND WLAN SYSTEM WITHOUT DIAGNOSTIC SERVICES

ENGINE ELECTRONICS

DESCRIPTION

EL HD THROTTLE,MAX ROAD SPEED
ELECTRONIC HAND THROTTLE, MAX ROAD SPEED, 24 KMH (15 MPH)

TRANSMISSION ELECTRONICS

DESCRIPTION
S

TRANSM AUTO NEUTRAL ON P-BRAKE

ALLISON PARK BRAKE AUTO NEUTRAL-REQUIRES PARK BRAKE TO BE DISENGAGED PRIOR TO

SELECTING A GEAR TO DR

VEHICLE ELECTRONICS

DESCRIPTION

ROAD SPEED LIMITER SETTING
92 KM/H ROAD SPEED LIMITER (57MPH)
S

CRUISE CONTROL

CRUISE CONTROL, MAX SPEED
MAX CRUISE, 92 KPH (57 MPH)
S

CRUISE CONTROL MIN SPEED
MIN CRUISE, 32 KPH (20 MPH)

PDLO ENGAGED VLS
POWER DIVIDER LOCK OUT (PDLO) ROAD SPEED LIMIT 24KMH (15MPH) S

VEHICLE OVERSPEED,ALL COND,LOG
VEHICLE OVERSPEED,ALL COND, TIME LOG IF ABOVE 75MPH (121KMH) S

VEHICLE OVERSPEED, FUELED, LOG
VEHICLE OVERSPEED, FUELED, TIME LOG IF ABOVE 70MPH (113KMH) S

PERIODIC TRIP LOG DAY OF MONTH
PERIODIC TRIP LOG, DAY 1 OF THE MONTH
S

VEHICLE APP SERVICE INTERVALS

SERVICE INTERVALS, VOCATIONAL APPLICATION
S

SERVICE ALERT

WITH SERVICE ALERT
S

MAINTENANCE DUE ALERT %
ACTIVATE ALERT AT 90% OF THE TIME/DISTANCE SETTING

PTO ELECTRONICS

DESCRIPTION
S

PTO1 SINGLE SPEED CONTROL RPM.

PTO 1ST, SINGLE SPEED SETTING, 1000 RPM

PTO 1ST, MAX ROAD SPEED
1ST PTO, MAX ROAD SPEED, 20 MPH (32 KPH)
S

PTO 1ST, SPEED RAMP RATE
PTO 1ST, SPEED RAMP RATE 100 RPM/SEC

PTO 1ST, ROAD SPEED LIMIT
PTO 1ST, ROAD SPEED LIMIT, 16 KMH (10 MPH)

PRICELIST DATE

QUOTATION
DATE
20220523
SACR2022000207P761
7/27/2022
PAGE
5 of 7

TECHNICAL SPECIFICATION
(cont.)
PAINT

DESCRIPTION
S

PAINT DESIGN

LR ELECTRIC (MULTI-TONE)
S

PAINT TYPE

SOLID PAINT
S

PAINT COLOR - FIRST COLOR
MACK BLACK; P3036

PAINT COLOR - SECOND COLOR
MACK FLAT BLACK; P3521
S

PAINT COLOR - THIRD COLOR
NO THIRD TRUCK COLOR PROVIDED; NO COLOR
S

CAB COLOR

MULTI-TONE - CAB
S

PAINT - CAB PAINT SYSTEM

PAINT - CAB, URETHANE CLEAR COAT
S

CHASSIS RUNNING GEAR
MACK BLACK (URETHANE); P3036
S

BUMPER

PAINT BUMPER SAME COLOR AS CHASSIS RUNNING GEAR
S

HUBS & DRUMS-FRONT

SAME AS CHASSIS RUNNING GEAR
S

HUBS & DRUMS-REAR

SAME AS CHASSIS RUNNING GEAR

BASE WARRANTY & PURCHASED

COVERAGES

DESCRIPTION
S

BASIC CHASSIS COVERAGE
NORMAL DUTY STANDARD BASE COVERAGE 12 MONTHS/100,000 MILES (160,934 KM)

EMISSION - SURCHARGE
Battery Electric
S

CHASSIS TOWING WARRANTY
BASE CHASSIS TOWING COVERAGE, ELECTRIC TRUCK, 12 MO/100K MILES S

ENGINE TOWING WARRANTY
ELECTRIC CONTROL SYSTEM & ELECTRIC POWERTRAIN TOWING, 36 MO/150K MILES S

ELECTRIC CONTROL SYSTEM
36 MO/150K MILES - BASE ELECTRIC CONTROL SYSTEM COVERAGE S

ELECTRIC POWERTRAIN
36 MO/150K MILES - BASE ELECTRIC POWERTRAIN COVERAGE
S

BATTERY - ELECTRIC TRUCK
36 MO/150K MILES - BASE BATTERY COVERAGE

MACK ULTRA SERVICE
60 MO/250K MILES/500K kWh - MACK ULTRA SERVICE AGREEMENT ADDITIONAL OPTIONS (Non Approved)

DESCRIPTION

CA
RH Set down Drive only with Front hinged doors for ASL application

CA
Switch ignition start ILO key type

CA
Neway 27YD ASL body Chassis approval

CA
N00436EX - Sierra Blue Paint for cab

CA
Bostrom 910 midback passenger seat
ADDITIONAL ENGINEERING (Non Approved)

DESCRIPTION

PRICELIST DATE

QUOTATION
DATE
20220523
SACR2022000207P761
7/27/2022
PAGE
6 of 7

VEHICLE SPECIFICATION/CALCULATED PERFORMANCE SUMMARY
Description
Sales Code
Dwg Ref
Length
UOM
Front Frame Extension
N/A
FE

0.0 INCHES
Bumper to Front Axle
N/A
BA

69.9 INCHES
Wheelbase
N/A
WB
210.0
INCHES
Rear Overhang
N/A
OH

66.9 INCHES
Overall Length
N/A
OL
346.9
INCHES
Bumper to Back of Cab
N/A
BBC

64.6 INCHES
Eff. Bumper to Back of Cab
N/A
EBBC

98.8 INCHES
Eff. Cab to Rear Axle
N/A
ECA
181.1
INCHES
Eff. Front Axle to Back of Cab
N/A
EAC

28.9 INCHES
Eff. Cab to End of Frame
N/A
ECEF
248.0
INCHES
Unladen 5th Wheel Height
AAX29X
5W

0.0 INCHES
Unladen Frame Height
N/A
FH

43.3 INCHES
Cab Height
N/A
CH

65.2 INCHES
Overall Height
N/A
OVH
108.5
INCHES
Driver CG
N/A
DCG

13.8 INCHES
54" AXLE SPACING (BOGIE WHEELBASE)
GWXDGX
BS

53.9 INCHES
Second Front Axle Spacing
SFAS

0.0 INCHES

PRICELIST DATE

QUOTATION
DATE
20220523
SACR2022000207P761
7/27/2022
PAGE
7 of 7

ACU-M ROOF MOUNTED AIR CONDITIONER

Updated: December 2, 2020

Page 1 of 1 ends

© 2020 Mack Trucks, Inc. Information is correct at time of publication and is subject to change without notice. If you see information you believe to be incorrect or incomplete, please contact Sales Engineering at 1-800-868-6225. For the most current and accurate information, always refer to MSS for the electronic version of this document.

Product Information

This roof-mounted air conditioner is a fully enclosed, standalone unit that is not reliant upon an external compressor or evaporator, and is powered directly from the vehicle’s 12-volt or 24-volt electrical system.

This unit is colored as shown and is not painted to match cab color.

12-Volt
Systems
24-Volt
Systems
Power 2.500 kW
8,530 BTU/h

3.400 kW
11,601 BTU/h
Electrical
Consumption 32-65 A/h 32-60 A/h
Maximum Air
Flow
700 m3/hr
410 SCFM
Weight 37,5 kg / 82.67 lbs

Shown on LR Electric cab

8553 Weyand Ave.

Sacramento, CA 95828 DATE 8/5/2022
www.raygaskinservice.com
Cell: 216-952-7060 VALID FOR 30 Days
Local: 916-701-9889 TERMS TBD
Prepared by: John Laine

CUSTOMER
City of Sacramento
via Brian Rottweiler
Western Truck Center
West Sacramento, CA
Quantity AMOUNT
1 204,623.93$
Trough Cleanout Tool
RoadWay Sign Brackets - 32"x96"
Electronic Fliter By-Pass indicator in Cab
High Temperature Fluid & Low Fluid Switch with Shut down Dealer Installed Equipment
1 9,895.00$
1 450.00$
1 250.00$
1 998.00$
1 10,500.00$
Warranty: 2yr Warranty on Cylinders
1yr Warranty on Body, Arm, Hydraulics
[42] Subtotal 226,716.93$
Taxable
Tax rate
Tax due -$
Other -$
TOTAL 226,716.93$
AR 450 Hopper Floor Liner
Breaker Bar Cleanout
140867 JOYSTICK - Thinner Joystick
Pricing based on chassis arrival before April 1st, 2023. Pricing subject to change if chassis arrives after April 1, 2023
LED Works Lights (1 light in hopper, 1 curbside toward arm, 2 on tailgate) LED Strobe Light (2 Round Upper and 2 Round Lower Tailgate) Hopper Access Ladder with Prox Switch
LH Cleanout Chute Extension
LED Mid-Body Back-up Lights (2) Lights
Hinged Front Cylinder Splash Shield
Expanded Metal Screen Front of Body
QUOTERay Gaskin Service
Rake Teeth Breaker Bar

DESCRIPTION
2023 NewWay Sidewinder ASL 29yd (2yd Tailgate) w/ 96gal Arm 6x6 Chains (Electric Chassis Mount) Front Mount Tandem Vane Pump
Hydraulic Hopper Cover
Thank You For Your Business!
If you have any questions about this price quote, please contact John Laine - [email protected]
x ___________________________________________ Date:___________ Print Name:

Vinyl Striping

TERMS AND CONDITIONS

1. Does not include taxes or fees unless otherwise noted

3. Please return after signing or submit PO to confirm
Customer Acceptance (sign below):

2. Quote Valid for 30 days unless otherwise noted, Body build time is 180 days AFTER RECIEPT OF CHASSIS Freight - Scranton, IA to Sacramento, CA (RGN)
RoadWay Sign Sign Boards - 32"x96"
Shovel/Broom Rack - 2 Tools Mounted on Body
CNG Chassis Service Fee
Used Oil Jug Container Bins - Leading edge 6" Back From Front Bulkhead - Curbside Paint: Body Acrylic Urethane Enamel Color - N00436EX - Sierra Blue Zone Defense Triple Camera Systems 7" Color Monitor (Center Tailgate, Hopper, SS Facing Rear Blindspot on Cab) Front Mremote Grease System - Packer & Body Lift Pins
Two Hy-Pro High Pressure Hydraulic Filters
Arm Control Switches under the Seat
20 lb Fire Extinguisher, Triangle Kit
Tailgate Drip Pan
Anti-Skid Tape on Arm Cover Shield
Vulcan Scale System
Spill Kit Bag in Cab
060920-MAK
Rev. 2/2020 1

Solicitation Number: RFP #060920

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Mack Trucks, Inc., 7825 National Service Road, Greensboro, NC 27409 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Vendor desires to contract with Sourcewell to make available for purchase through its participating independent authorized dealers equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires August 1, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 16 surv ive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERV ICES. Vendor will make available for purchase through its participating independent authorized dealers the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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Rev. 2/2020 2
All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Vendor’s warranty for the Equipment, Products, and Services furnished will be as stated in the written warranty document provided to a Participating Entity at the time of purchase. Vendor’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS . Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

060920-MAK
Rev. 2/2020 3
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor and/or Vendor’s participating independent dealer with valid tax-exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.

060920-MAK
Rev. 2/2020 4

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative cont racts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government- owned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contract ed Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor and/or Vendor’s participating independent authorized dealer that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor and/or Vendor’s participating independent authorized dealer. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

060920-MAK
Rev. 2/2020 5
B. ADDITIONAL TERMS AND CONDITIONS/PARTICI PATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor and/or Vendor’s participating independent authorized dealer, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor and/or Vendor’s participating independent authorized dealer. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. PERFORMANCE BOND. If requested by a Part icipating Entity, Vendor’s participating independent authorized dealer will provide a performance bond that meets the requirements set forth in the Participating Entity’s order.

D. SPECIALIZED SERVICE REQUIREM ENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor and/or Vendor’s participating independent authorized dealer may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

E. TERMINATION OF ORDERS. Participating Entiti es may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

F. GOVERNING LAW AND VENUE. The governing la w and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor w ill assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;

060920-MAK
Rev. 2/2020 6
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:

x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State/Province;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for th e support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Vendor will submit a check payable to Sourcewell for the administrative fee amount stated in the Proposal multiplied by the total number of trucks purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell- assigned contract number in the memo and must be mailed to the address above “Attn:

060920-MAK
Rev. 2/2020 7
Accounts Receivable.” Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

C. WAIVER. If either party fails to enforce any pr ovision of this Contract, that failure does not waive the provision or the right to enforce it.

D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

E. RELATIONSHIP OF THE PARTIES. The relation ship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

060920-MAK
Rev. 2/2020 8

11. LIABILITY

Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.

12. AUDITS

Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

13. GOVERNMENT DATA PRACTICES

Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

14. INDEMNIFICATION

As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.

15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.

060920-MAK
Rev. 2/2020 9
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regard ing the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertisin g, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

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Rev. 2/2020 10

16. GOVERNING LAW, JURISDICTION, AND VENUE

Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

17. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

18. SEVERABILITY

If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

19. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Cont ract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 60 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated

060920-MAK
Rev. 2/2020 11
or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

20. INSURANCE

A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

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Rev. 2/2020 12
Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor’s professional services required under this Contract.

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate

6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days’ prior written notice to the Vendor.

Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by

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Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).

F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to Sourcewell’s approval.

21. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Pr oducts, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid an d current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

060920-MAK
Rev. 2/2020 14

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as ot herwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to

060920-MAK
Rev. 2/2020 15
the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal

060920-MAK
Rev. 2/2020 16
awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDE D (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To th e extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

060920-MAK
Rev. 2/2020 17
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

24. CANCELLATION

Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

*** Signature Page Follows ***

060920-MAK
Rev. 2/2020 18

Sourcewell Mack Trucks, Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Jonathan Randall
Title: Director of Operations &
Procurement/CPO
Title: VP Sales & Marketing

Date: ________________________

Date: ________________________
Approved:

By: __________________________

Chad Coauette
Title: Executive Director/CEO

Date: ________________________

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Bid Number: RFP 060920 Vendor Name: Mack Trucks

Mack Trucks 060920-MAK

Pricing for contract # 060920-MAK is provided from 17.58% to 39.36% off of list price to Sourcewell participating agencies.

Rev. 2/2020 Sourcewell RFP #060920
Class 4-8 Chassis with Related Equipment, Accessories, and Services

Page 1 ends

RFP #060920

REQUEST FOR PROPOSALS
for
Class 4-8 Chassis with Related Equipment, Accessories, and Services

Proposal Due Date: June 9, 2020, 4:30 p.m., Central Time

Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell- mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered.

Solicitation Schedule

Public Notice of RFP Published: April 16, 2020
Pre-proposal Conference: May 19, 2020 10:00 a.m., Central Time Question Submission Deadline: June 2, 2020, 4:30 p.m., Central Time Proposal Due Date: June 9, 2020, 4:30 p.m., Central Time Late responses will not be considered.

Opening: June 9, 2020, 6:30 p.m., Central Time **
** SEE RFP SUB-SECTION V. G. “OPENING”

Rev. 2/2020 Sourcewell RFP #060920
Class 4-8 Chassis with Related Equipment, Accessories, and Services

Page 2 ends

I. ABOUT SOURCEWELL PARTICIPATING ENTITIES

A. SOURCEWELL

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative contracting solutions from which Sourcewell’s Participating Entities procure equipment, products, and services.

Cooperative contracting provides participating entities and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors’ potential pool of end users.

Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.

B. USE OF RESULTING CONTRACTS

In the United States, Sourcewell’s contracts are available for use by:
 Federal and state government entities;
 Cities, towns, and counties/parishes;
 Education service cooperatives;
 K-12 and higher education entities;
 Tribal government entities;
 Some nonprofit entities; and
 Other public entities.

In Canada, Sourcewell’s contracts are available for use by:
 Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies;  Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities;

Rev. 2/2020 Sourcewell RFP #060920
Class 4-8 Chassis with Related Equipment, Accessories, and Services

Page 3 ends

 Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest;  Members of the Rural Municipalities of Alberta (RMA) and their represented Associations, Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), Association of Manitoba Municipalities (AMM), Local Authority Services (LAS), Municipalities Newfoundland and Labrador (MNL), Nova Scotia Federation of Municipalities (NSFM), and Federation of Prince Edward Island Municipalities (FPEIM).

For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country’s listing): https://www.sourcewell- mn.gov/sourcewell-for-vendors/member-locator.

Access to contracted equipment, products, or services by Participating Entities is typically through a purchase order issued directly to the applicable vendor. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.

To meet Participating Entities’ needs, public notice of this RFP has been broadly published, including notification in the United States to each state-level procurement department for possible re-posting.

Proof of publication will be available at the conclusion of the solicitation process.

II. EQUIPMENT, PRODUCTS, AND SERVICES

A. SOLUTIONS-BASED SOLICITATION

This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards.

B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES

It is expected that Proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative.

1. Sourcewell is seeking proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services, including, but not to be limited to:

a. Chassis and cabs as classified by gross vehicle weight ratings (GVWR):

Rev. 2/2020 Sourcewell RFP #060920
Class 4-8 Chassis with Related Equipment, Accessories, and Services

Page 4 ends

Class 4: 14,001-16,000 lbs
Class 5: 16,001-19,500 lbs
Class 6: 19,501-26,000 lbs
Class 7: 26,001-33,000 lbs
Class 8: 33,001+ lbs

b. A wide range of Class 4-8 chassis types and classifications, including conventional internal combustion, natural gas or propane autogas, hybrid or alternative fuel, and electric powered Class 4-8 Chassis.

c. Proposers may include Class 3 chassis provided that they are complementary to Proposer’s offering of Class 4-8 chassis.

d. Proposers may include related equipment, accessories, and services to the extent that the solutions are an incidental portion of the response.

2. The primary focus of this solicitation is on Class 4-8 Chassis with Related Equipment, Accessories, and Services. This solicitation should NOT be construed to include:

a. Transit buses.

3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell:

a. School Buses with Related Supplies, Parts and Services (RFP #102115); and b. Vehicles, Cars, Vans, SUVs, and Light Trucks with Related Equipment, Accessories, and Services (RFP #120716).

Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed.

Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract.

Rev. 2/2020 Sourcewell RFP #060920
Class 4-8 Chassis with Related Equipment, Accessories, and Services

Page 5 ends

Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.

C. REQUIREMENTS

It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities.

1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.

2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.

3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal.

4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational.

5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.

D. ANTICIPATED CONTRACT TERM

Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities.

E. ESTIMATED CONTRACT VALUE AND USAGE

Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $150 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.

F. MARKETING PLAN

Proposer’s sales force will be the primary source of communication with Participating Entities.

The Proposer’s Marketing Plan should demonstrate Proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as Proposer’s sales and service capabilities. It is expected that Proposer will promote and market any contract award.

Rev. 2/2020 Sourcewell RFP #060920
Class 4-8 Chassis with Related Equipment, Accessories, and Services

Page 6 ends

G. ADDITIONAL CONSIDERATIONS

1. Contracts will be awarded to Proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.

2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the Proposal. Sourcewell reserves the right to verify Proposer’s information and may request clarification from a Proposer, including samples of the proposed equipment or products.

3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.

4. A Proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.

III. PRICING

A. REQUIREMENTS

All proposed pricing must be:

1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these:
a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP.

2. The Proposer’s ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Participating Entity). However, it is permissible for vendors to sell at a price that is lower than the contracted price;

3. Stated in U.S. and Canadian dollars (as applicable); and

4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location).

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Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal.

B. ADMINISTRATIVE FEES

Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.

IV. CONTRACT

Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the Proposal being disqualified from further review and evaluation.

To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications table, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer’s Proposal. Exceptions must:

1. Clearly identify the affected article and section, and

2. Clearly note what language is requested to be modified.

Unclear requests will be automatically denied.

Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature.

If a Proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked.

V. RFP PROCESS

A. PRE-PROPOSAL CONFERENCE

Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The

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purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional.

B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION

Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.

The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.

All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.

C. ADDENDA

Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.

Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the solicitation due date and time.

If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer’s proposal status to INCOMPLETE. The Proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer’s Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to:
i) make any required adjustments to its proposal;
ii) acknowledge the addenda; and
iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.

D. PROPOSAL SUBMISSION

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Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the Proposer’s sole responsibility to ensure that the proposal is received on time.

It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a Proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock.

In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues.

Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell’s support provider at [email protected].

To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity.

Within the Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law.

E. GENERAL PROPOSAL REQUIREMENTS

Proposals must be:
 In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
 Complete. A proposal will be rejected if it is conditional or incomplete.  Submitted in English.
 Valid and irrevocable for 90 days following the Proposal Due Date.

Any and all costs incurred in responding to this RFP will be borne by the Proposer.

F. PROPOSAL WITHDRAWAL

Prior to the proposal deadline, a Proposer may withdraw its proposal.

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G. OPENING

The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule.

To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time.

VI. EVALUATION AND AWARD

A. EVALUATION

It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following:
 The number of and geographic location of:
o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities’ use.
o A Proposer’s sales and service network to assure availability of product supply and coverage to meet Participating Entities’ anticipated needs.  Total evaluation scores.
 The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell’s knowledge about a specific vendor or product.

B. AWARD(S)

Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.

Sourcewell may request written clarification of a proposal at any time during the evaluation process.

Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal):

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Conformance to RFP Requirements 50
Financial Viability and Marketplace Success 75
Ability to Sell and Deliver Service 100
Marketing Plan 50
Value Added Attributes 75
Warranty 50
Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400
TOTAL POINTS 1000

C. PROTESTS OF AWARDS

Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.

Box 219, Staples, MN 56479. The protest must be received no later than 10 calendar days’ following Sourcewell’s notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time.

A protest must include the following items:
 The name, address, and telephone number of the protester;  The original signature of the protester or its representative;  Identification of the solicitation by RFP number;
 A precise statement of the relevant facts;
 Identification of the issues to be resolved;
 Identification of the legal or factual basis;
 Any additional supporting documentation; and
 Protest bond in the amount of $20,000, except where prohibited by law or treaty.

Protests that do not address these elements will not be reviewed.

D. RIGHTS RESERVED

This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected.

Sourcewell reserves the right to:
 Modify or cancel this RFP at any time;
 Reject any and all proposals received;
 Reject proposals that do not comply with the provisions of this RFP;  Select, for contracts or for discussion, a proposal other than that with the lowest cost;

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 Independently verify any information provided in a Proposal;  Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
 Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
 Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer;
 Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and
 Award a contract to one or more Proposers if it is in the best interest of Participating Entities.

E. DISPOSITION OF PROPOSALS

All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law.

Sourcewell will not consider the prices submitted by the Proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition.

The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.

4/17/2020
Addendum No. 1
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Do you have a list of specifications for both the vehicles and equipment needed? Answer 1:

Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications or finite quantities for our cooperative contract awards. A respondent is allowed to propose the entire line of products and services falling within the scope of the RFP. Section II. B. of the RFP addresses the requested equipment, products, or services for this solicitation.

Question 2:

How are delivery charges handled at the time of order? Is there a list of potential destinations?
Answer 2:

It is left to the discretion of each proposer to propose a method for delivery charges that fits with their business practices. Proposals are evaluated based on the criteria stated in the RFP.

Sourcewell participating entities include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in the United States and Canada.

Question 3:

How do I join the Pre-proposal conference on May 19, 2020? Answer 3:

Refer to Section V. A. of the RFP for additional detail on the pre-proposal conference. All entities that have registered for this solicitation opportunity in the Sourcewell Procurement Portal will receive log-in instructions via email two business days prior to the webcast.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/16/2020, is required at the time of proposal submittal.

4/22/2020
Addendum No. 2
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Will this bid be awarded by Class and Fuel type within that class? For example, separate awardees for Class 4 Gasoline, Class 4 Electric, Class 4 CNG, Class 4 Propane, Class 4 Diesel?
Answer 1:

Sourcewell is seeking “… the broadest possible selection of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities ” (see, RFP Section II. B.). A Proposer should submit their complete line of equipment, products, or services that are applicable to the scope. Depending on the responses received, Sourcewell may need to organize responses into subcategories, and awards may be based on a subcategory (see, RFP Section II. G. 1 & 3). However, Sourcewell typically does not find it necessary to award by subcategory.

Question 2:

Will it now be mandatory for a Saskatchewan Rural Municipality to use this system to purchase class 4 - 8 trucks?
Answer 2:
 Refer to RFP Section I. B., …“Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.”

Question 3:

Are the references that are to be submitted, required to be an existing participating entity of Sourcewell?
Answer 3:

It is left to the discretion of each proposer to determine how to best demonstrate their ability to serve Sourcewell participating entities and satisfy all the requirements included in the questionnaire tables. Table 4 – References/Testimonials, Line Item 21, seeks information from “three customers who are eligible to be Sourcewell participating entities.”

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/22/2020, is required at the time of proposal submittal.

4/29/2020
Addendum No. 3
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

In demonstrating Financial Strength as part of Question 9, will the supporting documents provided, end up in the public domain or is this just for Sourcewell internal use only?

Answer 1:

RFP Section VI., E., Disposition of Proposals, addresses the handling of materials submitted in response to the RFP under Minnesota Statutes Section 13.591. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition.

End of Addendum

Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/29/2020, is required at the time of proposal submittal.

5/4/2020
Addendum No. 4
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Would we be allowed to just bid the equipment we manufacture as we do not manufacture chassis?
Answer 1:

Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in RFP Section II. B (Requested Equipment, Products and Services). A proposal that is not in substantial compliance with the requirements of the RFP will be considered nonresponsive.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/4/2020, is required at the time of proposal submittal.

5/12/2020
Addendum No. 5
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

How will the Administrative Fees for the resulting contracts from this RFP be determined? At what percentage rate or what flat fee can we expect to be charged? Answer 1:

Refer to RFP Section III. B. – Administrative Fees, for directions on proposing an administrative fee. It is left to the discretion of each proposer to determine and propose an administrative fee that is consistent with its business and its industry.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/12/2020, is required at the time of proposal submittal.

5/13/2020
Addendum No. 6
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Is Sourcewell responsible for the registration of vehicles, or for the determination and collection of State/Provincial or Federal taxes due, on participating entity purchases under the contract (or contracts) awarded as a result of the RFP? Answer 1:

No, Sourcewell is not involved in vehicle registration, or tax determination or collection, for participating entity transactions under the awarded contracts. A Proposer is to identify any transaction costs or fees that are not included in equipment pricing as described in RFP Section III. A. – Pricing and in template Contract Section 3. A. – Pricing.

To the extent that a participating entity may be exempt from taxes or fees, the participating entity is responsible for providing a tax exemption certificate as described in template Contract Section 3. B. – Sales Tax.

Question 2:

Is Sourcewell financially responsible for participating entity purchases under the contract (or contracts) awarded as a result of the RFP? Answer 2:

Participating entities are solely responsible for payment. See template Contract Section

6. A. – Participating Entity Use and Purchasing.

Question 3:

Does Sourcewell bear the risk of loss in the event that a vehicle is damaged or stolen, or a transaction is terminated, before title passes to the participating entity? Answer 3:

No. Transactions under the contract are between the participating entity and the awarded vendor. Sourcewell has no liability for a participating entity’s transaction or payment, and bears no risk of loss in the events described.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/13/2020, is required at the time of proposal submittal.

5/18/2020
Addendum No. 7
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

What will be the effective dates (start and ending) for pricing submitted with the bid? Will that time frame be consistent for the 3 remaining annual periods? Answer 1:

Refer to Section 3. - Pricing and Section 4. – Product and Pricing Change Requests, in the Sourcewell template Contract (available on the Sourcewell Procurement Portal), for guidance on pricing during the term of awarded contracts.

Question 2:

To what extent will Sourcewell make public the pricing files (IE: data books) supplied by bidders?
Answer 2:

Refer to RFP Section VI. E. - Disposition of Proposals for guidance on pricing material submitted in response to the RFP and applicable public data laws.

Question 3:

Can respondents to the solicitation expect that references provided to Sourcewell will not become public?
Answer 3:

Refer to RFP Section VI. E. - Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable public data laws.

Question 4:

For a Proposer that is a dealer representing multiple OEM brands, some of which will be submitting a response and some of which will not be submitting a response to the Sourcewell RFP, do we leave out our OEM's who are responding from our proposed solution?
Answer 4:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, it is left to the discretion of each proposer to determine the equipment, products, and services that the proposer will include. The solicitation is a competitive process and proposals are evaluated on the content submitted.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/18/2020, is required at the time of proposal submittal.

5/21/2020
Addendum No. 8
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

What is expected in the Marketing Plan requirement? Is the marketing plan to be reviewed by the agency?
Answer 1:

Refer to RFP Section II. F. – Marketing Plan for guidance on the marketing plan requirements. Each proposer, in its discretion, will determine the content of its marketing plan. The solicitation is a competitive process and proposals will be evaluated on the content submitted.

Question 2:

Will the Marketing Plan be given to participating entities? Or is this just for Sourcewell? Answer 2:

Refer to RFP Section VI. E. – Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable data laws.

Question 3:

Will the agency/customer be willing to sign an NDA in order for a vendor to share technical specification details?
Answer 3:

Refer to RFP Section VI. E. – Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable data laws.

Question 4:

Will the agency accept redlines on the contract during the procurement process? Answer 4:

Refer to RFP Section IV. - Contract for guidance on the process for requesting a modification to the template contract terms, conditions, or specifications.

Question 5:

Is the administrative fee set or is this fee negotiable prior to the award or when awarded?
Answer 5:

Refer to Addendum 5, Answer 1, posted to the Sourcewell Procurement Portal on May 12, 2020.

Question 6:

What marketing support does Sourcewell provide to an awarded vendor after a contract is issued?
Answer 6:

Refer to the “Sourcewell Vendor Resources” link provided on the Sourcewell Procurement Portal “Bids Homepage.”
Question 7:

Are all cutaway passenger buses considered a transit bus, regardless of size, for this solicitation?
Answer 7:

Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in RFP Section II. B. (Requested Equipment, Products and Services). A proposal that is not in substantial compliance with the requirements of the RFP will be considered nonresponsive.

Question 8:

Will purchase orders originate from Sourcewell or the participating entity? Answer 8:

Refer to RFP Section I. B. – Use of Resulting Contracts, for additional guidance on the order process.

Question 9:

Do we need to register with the Secretary of State for a certificate to transact business in the State of MN?
Answer 9:

Each proposer, in its discretion, will determine the documentation necessary to best demonstrate its ability to serve Sourcewell participating entities and fulfill the requirements set forth in the RFP. A Certificate of the Minnesota Secretary of State is not a mandatory submittal requirement for this solicitation.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/21/2020, is required at the time of proposal submittal.

5/26/2020
Addendum No. 9
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Federal and State incentives typically apply when quoting electric-powered truck chassis. Should we quote prices before incentives with a note that we will apply any applicable incentives? If not, how do you suggest we handle this issue? Answer 1:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, each proposer, in its discretion, will determine and propose the pricing approach that aligns with their business methods and satisfies all the requirements of RFP Article III - Pricing. Proposals are evaluated based on the criteria stated in the RFP.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/26/2020, is required at the time of proposal submittal.

5/27/2020
Addendum No. 10
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Can Sourcewell Participating Entities include US or Canadian Federal entities? Answer 1:

Refer to RFP Section I. B. Use of Resulting Contracts for information on Sourcewell Participating Entities.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/27/2020, is required at the time of proposal submittal.

6/3/2020
Addendum No. 11
Solicitation Number: RFP 060920
Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services

Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Can we attach videos & power points, if so, how do we accomplish this? What size videos or product literature is permitted on each attachment? Answer 1:

All relevant information should be included in the proposal (RFP Section II., G.). It is left to the discretion of each proposer to determine the method it deems best suited to submit its relevant information in a timely fashion through the Sourcewell Procurement Portal. The maximum upload size is 500 MB per upload, however, items may be combined in a zipped file format should they exceed the 500MB limit.

Question 2:

Is there a way to download our Table responses to a hard copy for proof reading? Answer 2:

After selecting “Start Submission,” a proposer may navigate to Step 4 – “Preview Bid” and select “Preview My Bid in PDF,” if a downloadable PDF of the questionnaire tables is desired.

Question 3:

Table 8 Value Added Attributes - 40. Please define what a hub partner constitutes?

Answer 3:

A hub partner is identified as a historically underutilized business partner. Examples of historically underutilized businesses are listed in Table 8, Question 40.

End of Addendum
Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 6/3/2020, is required at the time of proposal submittal.

Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

1 This Contract consists of 24 pages.

1. PARTIES
The parties to this contract (“Contract”) are the South Coast Air Quality Management District (referred to here as “Program Administrator ” or “ SCAQMD”) whose address is 21865 Copley Drive, Diamond Bar, California 91765-4178, and the City of Sacramento (referred to here as "CONTRACTOR") whose address is 5730 4th Street, Building #1, Sacramento, California 95822.

2. RECITALS
A. The Volkswagen ( “VW”) Environmental Mitigation Trust provides approximately $423 million for California to mitigate the excess nitrogen oxide ( “NOx”) emissions caused by VW's use of illegal emissions testing defeat devices in certain 2.0L and 3.0L VW diesel vehicles. On May 25, 2018, the California Air Resources Board (“CARB”) approved the Beneficiary Mitigation Plan (“BMP”) for the VW Environmental Mitigation Trust. This plan identifies five funding categories for the State’s $423 million allocation of the VW Environmental Mitigation Trust. The funded projects are intended to mitigate the excess NOx emissions caused by the VW vehicles. CARB has identified the SCAQMD as the statewide Program Administrator for the following two project funding categories: Zero Emission Class 8 Freight and Port Drayage Trucks and Combustion Freight and Marine Projects. The other three project funding categories in the BMP will be administered statewide by the San Joaquin Valley Air Pollution Control District and the Bay Area Air Quality Management District . Funding through the VW Environmental Mitigation Trust Program (“Program”) for the C ombustion Freight and Marine Projects and Zero Emission Class 8 Freight and Port Drayage Trucks will be available statewide for “scrap and replace” projects in the heavy-duty sector, including on-road freight (and drayage) trucks, dump trucks, concrete mixers, waste haulers , commercial marine vessels , and freight switcher locomotives . The applicable Consent Decrees and BMP may be obtained from the Program Administrator’s VW website at http://www.aqmd.gov/vw or at CARB ’s website at : https://ww2.arb.ca.gov/our- work/programs/volkswagen-environmental-mitigation-trust-california.

B. Through this Contract, CONTRACTOR agrees to participate in the Program, and Program Administrator agrees to partially fund the project described in Attachment 1 – Statement of Work (“Project”), attached hereto and made a part hereof, to generate NOx emission reductions within the State of California.

C. All parties to this Contract have had the opportunity to have this Contract reviewed by their attorney.

D. “Equipment,” as used in this Contract, means the equipment described in Attachment 1 – Statement of Work and funded in part by this Contract, which may include, but is not limited to, Class 7 and 8 freight trucks (including drayage trucks, dump trucks, concrete mixers, and waste haulers) , ferries, tugboats, towboats, switcher locomotives, and engines, as applicable.

E. This Contract may be funded in whole or in part by the Program Administrator based on the terms, conditions and requirements specified herein, and contingent upon approval by CARB. CONTRACTOR agrees that in addition to the Program Administrator, CARB and its designee may monitor and enforce the terms of this Contract.

3. PERFORMANCE REQUIREMENTS
A. CONTRACTOR agrees to obtain and maintain the required licenses, permits, and all other appropriate legal authorizations from all applicable federal, state and local jurisdictions and pay all applicable fees.

CONTRACTOR further agrees to immediately notify Program Administrator in writing of any change in DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

2 its licensing status which has a material impact on the CONTRACTOR’s performance under t his Contract.

B. CONTRACTOR shall submit reports to Program Administrator as outlined in Attachment 1 - Statement of Work. Program Administrator reserves the right to review, comment, and request changes to any report produced as a result of this Contract.

C. CONTRACTOR shall perform all tasks set forth in A ttachment 1 – Statement of Work, and CONTRACTOR represents and warrants that it has no business, professional, personal or other interest that would conflict in any manner or degree with the performance of its obligations under this Contract. If any such actual or potential conflict of interest arises during the term of this Contract, CONTRACTOR shall immediately inform Program Administrator in writing, and Program Administrator may, in its sole judgment, terminate this Contract immediately upon written notice to CONTRACTOR.

D. CONTRACTOR shall require its subcontractors to abide by the requirements set forth in this Contract.

4. TERM
The term of this Contract is from the last date of execution by the parties, which shall be considered the effective date (“Contract Effective Date”) , to February 1, 2027, unless it terminates earlier as provided in Clause 7 – Termination. CONTRACTOR assumes all financial risk and is in no way guaranteed Contract funds for this Project prior to the effective date of this Contract. The Contract term shall encompass both the project completion and project implementation/life periods, as referenced in Attachment 1 – Statement of Work, whichever is longer, to ensure that the Program Administrator and CARB can fully enforce th is Contract during the life of this Volkswagen Environmental Mitigation Trust Program-funded Project.

A. Project Completion – Project completion is the time frame starting with the effective date of this Contract to the date of project completion, i.e., the date the Project becomes operational as set forth in Attachment 1A – Project Milestones. This includes the time period when the Equipment described in Attachment 1 – Statement of Work is ordered, delivered and/or installed, as applicable.

B. Project Implementation/Life – The project implementation time frame is the second part of the Contract term and equals the project life , which is the number of years that the Equipment must operate as specified in Attachment 1 – Statement of Work to obtain emission reductions . CONTRACTOR is required to operate and maintain the Equipment according to the terms of this Contract for the full project implementation period.

5. TIME PERIOD FOR CONTRACT EXECUTION
This Contract must be signed by the CONTRACTOR and received by Program Administrator no later than the deadline set forth in Attachment 1A – Project Milestones. Failure to timely sign and upload electronically the Contract to Program Administrator’s Volkswagen Grant Management System (“GMS”) may result in the withdrawal of the award.

6. TIME IS OF THE ESSENCE
Time is of the essence with respect to all provisions of this Contract that specify a time for performance.

7. TERMINATION
A. CONTRACTOR’s failure to comply with any term or condition of this Contract shall constitute a material breach of this Contract. The Program Administrator will either notify the CONTRACTOR that it must timely cure this breach or provide ten (10) calendar days’ written notification of Program Administrator’s DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
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Mitigation Trust Program

3 intention to terminate this Contract and invoke the penalties under Clause 19. The Program Administrator reserves all rights under law and equity to enforce this Contract and to recover damages.

B. Notwithstanding Clause 7.A., this Contract may be terminated prior to completion of the Contract term if the Equipment becomes inoperable through mechanical failure of components or systems and cannot be repaired or replaced and such failure is not caused by CONTRACTOR’s ne gligence, misuse or malfeasance, or if the Equipment has been stolen or totaled in an accident , as confirmed by a police report and/or an insurance determination of loss due to theft or accident. CONTRACTOR shall provide supporting documentation (e.g. salvage title, policy report, insurance company determination, copy of insurance company reimbursement quote/check, and/or other) to Program Administrator exhibiting that the Equipment was accidentally rendered inoperable or stolen. CONTRACTOR shall submit written documentation supporting any basis for early termination under this sub -Clause for the approval of Program Administrator. Should this Contract be terminated under this sub-Clause, CONTRACTOR shall return to Program Administrator a prorated share of the funds already paid under this Contract using the formula established in Clause 10.B. below.

C. Program Administrator reserves the right to terminate this Contract, in whole or in part , without cause, upon thirty (30) calendar days’ written notice. Once such notice has been given, CONTRACTOR shall, except as otherwise directed by Program Administrator, discontinue any work being performed under this Contract and cancel all of CONTRACTOR’S orders in connection with such work, and shall use its best efforts to terminate existing subcontracts upon terms satisfactory to the Program Administrator.

Thereafter, CONTRACTOR shall perform only such services as may be necessary to preserve and protect any work already in progress and to dis pose of any property as requested by Program Administrator. CONTRACTOR shall also promptly deliver to Program Administrator all copies of documentation and other information and data prepared or developed by CONTRACTOR under this Contract. CONTRACTOR will be paid in accordance with this Contract for work performed before the effective date of termination.

D. Should CONTRACTOR terminate this Contract in whole or in part prior to the completion of the Contract term for reasons other than those stated in sub -Clause 7B, CONTRACTOR shall return to Program Administrator a prorated share of the funds already paid under this Contract using the formula in Clause

10.A. below.

E. CONTRACTOR may request to withdraw or cancel th is Contract without any obligation, prior to the payment of Contract funds. CONTRACTOR shall submit the request to the Program Administrator in writing. Reinstatement of a withdrawn or cancelled Project is at Program Administrator’s sole discretion.

8. STOP WORK
Program Administrator may, at any time, by written notice to CONTRACTOR, require CONTRACTOR to stop all or any part of the work tasks in this Contract. A stop work order may be issued for reasons including, but not limited to, the Project exceeding the budget, out of scope work, delay in project schedule, or misrepresentations. Upon receipt of the stop work order, CONTRACTOR shall immediately take all necessary steps to comply with the order. CONTRACTOR shall resume the work only upon receipt of written instructions from Program Administrator cancelling the stop work order. CONTRACTOR agrees and understands that CONTRACTOR will not be paid for performing work while the stop work order is in effect, unless Program Administrator agrees to do so in its written cancellation of the stop work order.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

4 9. EQUIPMENT OWNERSHIP
CONTRACTOR must own and operate the Equipment in California for a minimum of three years from the date the Equipment is placed into service.

10. RETURN OF FUNDS FOR FAILURE TO OPERATE EQUIPMENT OR SUBMIT REPORTS A. If CONTRACTOR fails to operate Equipment or submit the annual reports as required by the Contract, CONTRACTOR shall reimburse the Program Administrator in accordance with the reimbursement formula provided below.

Reimbursement Amount = (Contract Value/Thirty-six Months) x (Thirty-Six Months – Months Since Equipment In Service Date)

B. Equipment Accidentally Rendered Inoperable or Stolen – CONTRACTOR may replace the inoperable or stolen Equipment with equipment certified to equal or lower emission levels, and continue with the term of the original Contract, upon the prior written consent of Program Administrator. Alternatively, CONTRACTOR may request to terminate the Contract pursuant to Clause 7.B. and remit the following amount to the Program Administrator:

Insurance reimbursement amount (minus any lien amount), or Reimbursement Amount in accordance with the reimbursement formula provided above in Clause 10.A., whichever is higher.

C. Contract Buy-Out – Pursuant to Clause 7.D., CONTRACTOR may request to buy out the remaining time on the Contract prior to the end of the Contract term. The Contract buy-out amount shall be the amount due to Program Administrator as calculated in Clause 10.A.

11. ASSIGNMENT AND TRANSFER OF EQUIPMENT
A. The rights and responsibilities granted hereby may not be assigned, sold, licensed, or otherwise transferred by CONTRACTOR without the prior written consent of Program Administrator , and any attempt by CONTRACTOR to do so shall be void upon inception.

B. CONTRACTOR agrees to obtain Program Administrator’s written consent to any assignment, sale, license or transfer of ownership (collectively, “Transfer”) of the Equipment, prior to completing the transaction. CONTRACTOR shall notify Program Administrator 30 calendar days prior to the Transfer of the Equipment for approval. The Equipment cannot go through more than one Transfer transaction .

CONTRACTOR shall inform the proposed assignee, buyer, licensee or transferee (collectively referred to here as “Buyer”) of the terms of this Contract. CONTRACTOR is responsible for establishing contact between Program Administrator and the Buyer and shall assist Program Administrator in facilitating the transfer of this Contract’s terms and conditions to the Buyer. CONTRACTOR will not be relieved of his or her legal obligation to fulfill the terms and conditions of this Contract until and unless the Buyer has assumed responsibility of this Contract’s terms and conditions through an executed contract with Program Administrator. CONTRACTOR will notify Program Administrator within 7 calendar days of the Transfer of the Equipment. If Buyer fails to assume responsibility of this Contract through an executed contract with Program Administrator, CONTRACTOR shall return a prorated share of the funds paid out under this Contract as calculated under Clause 10.A.

C. If CONTRACTOR chooses to replace the Equipment for any reason prior to the end of the Equipment project life, CONTRACTOR shall notify Program Administrator in writing and receive prior consent for DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

5 the transaction from Program Administrator . Prior to completing the replacement transaction, CONTRACTOR shall make the replacement Equipment available for inspection by Program Administrator to verify it meets Program requirements.

12. INSURANCE AND WARRANTY
CONTRACTOR must demonstrate proof of warranty and insurance for the Equipment specified in Attachment 1 – Statement of Work. CONTRACTOR shall:

A. Furnish evidence to Program Administrator of workers' compensation insurance for each of its employees, in accordance with either California or other states’ applicable statutory requirements prior to commencement of any work on this Contract.

B. Furnish evidence to Program Administrator of general liability insurance with minimum coverage limits of at least equal to the replacement value of the Equipment prior to commencement of any work on this Contract. Program Administrator must be named as additional insured on any such liability policy, and thirty (30) calendar days written notice prior to cancellation of any such insurance shall be given by CONTRACTOR to Program Administrator.

C. Furnish evidence to Program Administrator of automobile liability insurance with minimum coverage limits of at least equal to the replacement value of the Equipment prior to commencement of any work on this Contract. Program Administrator must be named as additional insured on any such liability policy, and thirty (30) calendar days written notice prior to cancellation of any such insurance shall be given by CONTRACTOR to Program Administrator.

D. Provide updates on the insurance coverage throughout the term of the Contract to ensure that there is no break in coverage during the period of Contract performance. Failure to provide evidence of current coverage shall be grounds for termination for breach of Contract.

E. Require its subcontractors to comply with the above-mentioned insurance requirements and, except for workers compensation, to name Program Administrator as additional insured for the above -mentioned insurance policies.

F. If CONTRACTOR fails to maintain the required insurance coverage set forth above, Program Administrator reserves the right either to purchase such additional insurance and to deduct the cost thereof from any payments owed to CONTRACTOR or terminate this Contract for breach.

G. All insurance certificates must be sent to Program Administrator Risk Management, by email ([email protected]) and must also be uploaded into the GMS. The Program Administrator Contract Number must be included on the face of the certificate.

13. INDEMNIFICATION
CONTRACTOR agrees to hold harmless, defend and indemnify Program Administrator, State of California, CARB and their respective officers, employees, agents, representatives and successors-in-interest against any and all loss, damage, costs, lawsuits, claims, demands, causes of action, judgments, attorney’s fees, or any other expenses arising from or related to any third party claim against Program Administrator, State of California, CARB and their officers, employees, agents, representatives or successors in interest that arise or result in whole or in part, from any actual or alleged act or omission of CONTRACTOR, its employees, subcontractors, agents or representatives in the performance of this Contract. This Indemnification Clause shall survive the expiration or termination (for any reason) of the Contract and shall remain in full force and effect.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
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Mitigation Trust Program

6 14. COMPLIANCE WITH PROGRAM ANNOUNCEMENT, BENEFICIARY MITIGATION PLAN AND CONSENT

DECREES
CONTRACTOR shall comply with the applicable SCAQMD Program Announcement, CARB’s BMP, and Consent Decrees, which include, but are not limited to, the following:

A. CONTRACTOR shall take delivery of and place Equipment in operation by the date specified in the Contract, unless an extension has been approved by the Program Administrator in writing.

B. Emission reductions from Equipment funded under this Contract are not required by any local, state and/or federal rule or regulation, memorandum of understanding/agreement, settlement agreement, mitigation requirement, or other legal mandate.

C. The Equipment is certified and/or verified in accordance with Attachment 1 – Statement of Work. No payment will be made under this Contract until and unless CONTRACTOR submits the required certifications and/or verifications to Program Administrator. All required/requested documents for the Equipment shall be provided to Program Administrator prior to payment.

D. No emission reductions generated by Equipment funded under this Contract may be used as marketable emission reduction credits, or to offset any emission reduction obligation of any person or entity. All emission reductions generated from the expenditure of Contract funds may be used for meeting the attainment schedule contain ed in the applicable State Implementation Plan or California greenhouse gas reduction targets.

E. Switcher locomotives and trucks funded by this Contract may be pre-ordered prior to Contract execution at the Equipment owner’s risk . However, the Equipment can only be purchased once the existing equipment has been pre -inspected and the Contract is signed between the Equipment owner and Program Administrator.

F. Harbor craft funding categories funded under this Contract can only be purchased or ordered once the existing equipment has been pre -inspected and the Contract is signed between the Equipment owner and Program Administrator.

G. For all repower or replacement projects, the existing (old) engine (s) or replaced equipment (including frame and engine) must be physically destroyed in such a manner to eliminate the possibility of future operation in accordance with the applicable SCAQMD Program Announcement, CARB’s BMP, Consent Decrees and Attachment 1 – Statement of Work. There must be no cannibalization of parts from the old Equipment.

H. For repower projects, the installation of the engine must be completed in a manner such that it does not void the engine warranty provided by the manufacturer and any remaining warran ty provided by the equipment manufacturer.

I. In signing this Contract, CONTRACTOR certifies that the Equipment is in compliance with all applicable federal state, and local air quality rules and regulations at the time of Contract execution, and that it will maintain compliance for the full Contract term.

15. PROGRAM APPLICATION INCORPORATION
CONTRACTOR’s Volkswagen Environmental Mitigation Trust Program application in response to Solicitation #PA2021-01 issued by Program Administrator on August 7, 2020 including any additional information submitted by CONTRACTOR during the application evaluation period, is hereby incorporated by reference and made part of this Contract. In the event of a conflict between the terms and conditions of this Contract and CONTRACTOR’s application, this Contract shall govern.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

7 16. MAINTENANCE OF EQUIPMENT
CONTRACTOR shall ensure th at the Equipment is maintained in good operating condition and in accordance with the manufacturer’s specifications for the Project life and in accordance with Attachment 1 – Statement of Work. No tampering with the Equipment is permitted.

17. INSPECTIONS/REMOTE-INSPECTIONS
A. For the purposes of the Program, an inspection can be performed physically by the Program Administrator or its designee or performed remotely by the Program Administrator and CONTRACTOR authorized representative.

B. For all remote inspections conducted for the Program, the Program Administrator and CONTRACTOR authorized individual or individuals performing the remote inspections shall be provided remote inspection instructions, forms, and checklists in a digital format . Remo te inspection forms shall be factual, accurate, and complete upon submission to the Program Administrator.

C. A Pre-Inspection shall be conducted by the Program Administrator or its designee , or a remote Pre - Inspection shall be conducted by the Program Admi nistrator and CONTRACTOR authorized representative on existing (old) equipment (including engines and vehicles) to verify that CONTRACTOR has met all requirements of the Program regarding eligibility of the existing equipment . This includes documentation of the following, at a minimum: type of Equipment, operational condition, mileage (or hour meter reading) , vehicle, equipment, and engine identification. This Contract may be modified or terminated based upon the results of the Pre-Inspection or Remote Pre -Inspection, including, but not limited to, a Program Administrator determination that: the existing equipment is non-operational; does not match the information submitted as part of the application (i.e. vehicle make, model, m odel-year, engine type, horsepower, model year, etc.); or other factors exist that would not result in the calculated real, quantifiable and early or extra emission reductions.

D. A Post-Inspection shall be conducted by the Program Administrator or it’s desig nee, or a remote Post- Inspection shall be conducted by the Program Administrator and CONTRACTOR authorized representative after receipt of the invoice from the CONTRACTOR or dealer. Program Administrator must verify that CONTRACTOR has met all applicable requirements of the Program and this Contract prior to payment under this Contract. Program Administrator must, at minimum, verify that: Project specified in the Statement of Work has/have been installed; that the Equipment is operational; and, where applicable, that the existing (old) equipment has/have been destroyed and rendered useless and there is no evidence of cannibalization of parts from the old equipment. For all projects, the post - inspection shall occur no later than 60 calendar days after the old equipment/engine is delivered to a certified dismantler and replacement equipment/engine is fully operational.

18. RECORDS RETENTION, ON-SITE INSPECTIONS AND AUDIT
A. CONTRACTOR agrees to the following Records Retention Period: retain all records pertaining to the Program e.g., invoices, contracts, supporting documentation, annual reports and correspondence, for the term of this Contract plus three additional years.

B. Program Administrator, CARB or its designee(s) shall have the right to conduct on -site inspections of the Project and to audit records related to this Contract during the Records Retention Period. CONTRACTOR agrees to include a similar right for Program Administrator to conduct on-site inspections and audits in any related subcontract.

C. If an amount is found to be inappropriately expended, CONTRACTOR shall reimburse Program Administrator, or Program Administrator may withhold payment from CONTRACTOR, as applicable, in DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
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Mitigation Trust Program

8 the amount equal to the amount which was inappropriately expended. Such withholding or reimbursement shall not be construed as Program Administrator’s sole remedy and shall not relieve CONTRACTOR of its obligation to perform under the terms of this Contract.

19. REMEDIES AND ENFORCEMENT OF CONTRACT TERMS
A. Program Administrator will seek whatever legal, equitable and other remedies are available for CONTRACTOR’s failure to comply with the terms of this Contract, including the Program crite ria and requirements as listed in the Program Announcement, BMP, or Consent Decrees.

B. Nonperformance under this Contract includes, but is not limited to: failure to meet Contract terms and conditions; non -operational, damaged or malfunctioning Equipment; failure to operate or maintain Equipment in accordance with manufacturer’s recommendations, intentional destruction of Equipment, failure to meet Project completion deadlines; misuse of direct payments to vendors ; insufficien t, incomplete, or faulty documentation; failure to complete a satisfactory pre -inspection; and failure to provide documentation or reports in a timely manner.

C. Program Administrator and CARB may seek any and all remedies available at law and equity for non - performance, which may include but is not limited to: recovery of all or a portion of Contract funds; other fiscal penalties based on severity of non -performance; Contract termination; and/or a ban on participation in Program Administrator incentive programs.

20. REPORTING REQUIREMENTS
A. CONTRACTOR shall submit reports in accordance with Attachments 1, 1A and 1B, attached here to and made a part hereof.

B. CONTRACTOR will be required to maintain records during the full Contract period, which will include a minimum of three years during the Contract term, plus three years after the Contract term.

C. All Equipment must operate in the state of California for the minimum percentage stated in Attachment 1 – Statement of Work, for the full Contract term.

D. Non-compliance with the reporting requirements of this Contract may result in the implementation of on- site monitoring by the Program Administrator, in addition to any other remedies available to the Program Administrator.

21. SUCCESSORS-IN-INTEREST
This Contract shall be binding on and inure to the benefit of each party’s heirs, executors, administrators, successors, and assigns.

22. OTHER FUNDS
CONTRACTOR shall disclose all sources of funding and/or financial incentives, including tax credits or deductions that will be used for the Project. The disclosure shall identify the source of funds, amount of funding or value of the financial incentive, and what the funding will be used for. CONTRACTOR shall not apply for funding for the same Equipment with any other funding source which claims the same emission reductions. Failure to disclose all sources of funding and/or financial incentives for the Project may result in CONTRACTOR being disqualified from receiving any funding from the Program and/or CONTRACTOR may be required to return any and all funds paid under this Contract.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
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Mitigation Trust Program

9 23. PAYMENT
A. Program Administrator shall reimburse CONTRACTOR an amount not to exceed Four Hundred Thousand Dollars ($400,000) as provided in Attachment 2 – Payment Schedule, attached hereto and made a part hereof, for work performed as specified in Attachment 1 – Statement of Work. “Reimbursement” means payment of money actually spent by CONTRACTOR for the purchase and/or installation of eligible services, materials and equipment for the Project in accordance with the Program Announcement, BMP, and Consent Decrees.

B. The CONTRACTOR may choose to have the payment sent direc tly to ve ndor, including vehicle or equipment dealers or manufacturers, or third-party financing entities (i.e. banks or financing companies), or provide Program Administrator with proof of payment to equipment dealers or manufacturers, or third- party financing entities in order to be reimbursed.

C. Payment under this Contract will be made within thirty (30) business calendar days after CONTRACTOR submits, and Program Administrator approves (which approval Program Administrator will not unreasonably withhold), the required itemized invoice (s) and after Program Administrator verifies that the Project has been completed according to the terms of this Contract and is fully operational as determined by the Program Administrator’s Post-Inspection, unless otherwise specified in Attachment 2 – Payment Schedule. The itemized invoices must include enough detail to ensure that only eligible project costs are paid, in accordance with the Program Announcement, BMP, Consent Decrees and Attachment 2. Each invoice must be prepared on company letterhead, and list Program Administrator’s Contract number, period covered by invoice and any other specific information required as set forth in Attachment 2.

D. Any payments required under this Contract are contingent upon Program Administrator’s receipt of funds from CARB in the amount of the required payments.

E. Program Administrator may de-obligate from the Contract funds that remain unexpended pursuant to the Contract upon thirty (30) calendar days’ written notice to CONTRACTOR.

24. NO LEASE-TO-OWN AGREEMENTS
CONTRACTOR may not enter into any lease -to-own agreements for any Equipment funded in whole or in part under this Contract. Failure to comply with this provision shall result in CONTRACTOR returning some or all of the Contract funds, as determined by Program Administrator at its sole discretion. CONTRACTOR shall ensure that the provisions of this clause are included in all subcontracts.

25. COMPLIANCE WITH APPLICABLE LAWS
CONTRACTOR agrees to comply with all federal, state, and local laws, ordinances, codes and regulations and orders of public authorities in the performance of this Contract. CONTRACTOR must also ensure that Equipment to be purchased, leased or installed in the performance of this Contract are in compliance with all applicable federal, state, and local air quality rules and regulations, and that it will maintain compliance for the full Contract term. CONTRACTOR shall ensure that the provisions of this claus e are included in all subcontracts.

26. VIOLATION OF LABOR LAWS
CONTRACTOR shall promptly notify Program Administrator in writing if CONTRACTOR has been found by a court or federal or state agency to have violated labor laws. CONTRACTOR shall complete a year ly certification in which CONTRACTOR shall either state it has not been found by a court or federal or state agency to have violated labor laws or, if such violations have been found, CONTRACTOR shall give Program DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
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Mitigation Trust Program

10 Administrator details about those violatio ns in the certification. If CONTRACTOR has previously provided that information to the Program Administrator, it shall reattach that previous notification to the certification and provide any additional details about those violations that have not previou sly been provided.

CONTRACTOR’s yearly certification shall be due at the same time as the annual progress report(s) set forth in Attachment 1A - Project Milestones. Program Administrator reserves the right to terminate this Contract upon such a finding, and CONTRACTOR shall, at Program Administrator’s request, return any and all Contract funds, as determined by Program Administrator. CONTRACTOR shall ensure that the provisions of this clause are included in all subcontracts.

27. NOTICES
All notices that are required under this Contract shall be provided in the manner set forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the person listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice shall be in writing sent by email, U.S. Mail, express, certified, return receipt requested, or a nationally recognized overnight courier service. In the case of email communications, valid notice shall be deemed to have been delivered upon sending, provided the sender obtained an electronic confirmation of delivery. Email communications shall be deemed to have been received on the date of such transmission, provided such date was a business day (Tuesday-Friday) and delivered prior to 5:30 p.m. Pacific Standard Time. Otherwise, receipt of email communications shall be deemed to have occurred on the following business day. In the case of U.S. Mail notice, notice shall be deemed to be received when delivered or seven (7) calendar days after deposit in the U. S. Mail. In the case of a nationally recognized overnight courier service, notice shall be deemed received when delivered (written receipt of delivery).

PROGRAM
ADMINISTRATOR:

South Coast Air Quality Management District
21865 Copley Drive
Diamond Bar, CA 91765-4178
Attn: Charlize Li, Technology Advancement Office
Email: [email protected]

CONTRACTOR: City of Sacramento
5730 4th Street, Building #1,
Sacramento, CA 95822
Attn: Alison Kerstetter
Email: [email protected]

28. INDEPENDENT CONTRACTOR
CONTRACTOR is an independent contractor. CONTRACTOR, its officers, employees, agents, representatives, or subcontractors shall in no sense be considered employees or agents of Program Administrator or CARB, nor shall CONTRACTOR, its officers, em ployees, agents, representatives , contractors or subcontractors be entitled to or eligible to participate in any benefits, privileges, or plans, given or extended by Program Administrator to its employees. Program Administrator will not supervise, direct, or have control over, or be responsible for, CONTRACTOR’s or subcontractor’s means, methods, techniques, work sequences or procedures or for the safety precautions and programs incident thereto, or for any failure by them to com ply with any local, state, or federal laws, or rules or regulations , including state minimum wage laws and OSHA requirements. CONTRACTOR shall promptly notify Program Administrator of any DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

11 material changes to subcontracts that affect the Project’s scope of work, deliverable schedule, and/or payment/cost schedule.

29. SUBCONTRACTOR APPROVAL
If CONTRACTOR intends to subcontract all or a portion of the work under this Contract, then CONTRACTOR must first obtain written approval from Program Administrator’s Executive Officer or designee prior to subcontracting any work. Such prior approval applies only to subcontractors not already included in Attachment 1 – Statement of Work. Any material changes to the subcontract(s) that affect the scope of work, deliverable schedule, and/or payment/cost schedule shall also require the prior written approval of the Executive Officer or designee. No subcontract charges will be rei mbursed unless the required approvals have been obtained from Program Administrator.

30. SECURITY INTEREST
CONTRACTOR hereby grants Program Administrator a security interest in the Equipment, which is purchased in whole or in part with funding provided by Program Administrator pursuant to this Contract.

CONTRACTOR acknowledges and agrees that Program Administrator shall have all lien rights as a secured creditor on the Equipment purchased in whole or in part by the CONTRACTOR , under this Contract or any amendments thereto. The Program Administrator shall have lien rights in effect until the CONTRACTOR satisfies all terms under the Contract, including but not limited to, the use and reporting requirements.

Accordingly, CONTRACTOR further agrees that Program Administrator is authorized to file a UCC filing statement or similar security instrument to secure its interests in the Equipment that is the subject of the Contract. In the event the Equipment is repossessed or CONTRACTOR files for dissolution or bankruptcy protection, CONTRACTOR shall notify Program Administrator within 14 calendar days of such repossession or filing.

31. INTELLECTUAL PROPERTY RIGHTS
Title and full ownership rights to any intellectual property developed under this Contract shall at all times remain with Program Administrator . Such material is agreed to be Program Administrator’s proprietary information.

A. Rights of Technical Data - Program Administrator shall have the unlimited right to use technical data, including material designated as a trade secret, resulting from the performance of services by CONTRACTOR under this Contract. CONTRACTOR shall have the right to use data for its own benefit.

B. Copyright - CONTRACTOR agrees to grant Program Administrator a royalty free, nonexclusive, irrevocable license to produce, translate, publish, use, and dispose of all copyrightable material first produced or composed in the performance of this Contract.

32. PUBLICATION
A. Program Administrator shall have the right of prior written approval of any document which shall be disseminated to the public by CONTRACTOR in which CONTRACTOR utilized information obtained from Program Administrator in connection with performance under this Contract.

B. Information, data, documents, photographs or reports developed by CONTRACTOR for Program Administrator, pursuant to this Contract, shall be part of Program Administrator’s public re cord unless otherwise indicated. CONTRACTOR may use or publish, at its own expense, such information provided to Program Administrator. The following acknowledgment of support and disclaimer must appear in each publication of materials, whether copyrighted or not, based upon or developed under this Contract.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
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Mitigation Trust Program

12 "This report was prepared as a result of work sponsored, paid for, in whole or in part, by the Volkswagen Environmental Mitigation Trust’s Program Administrator (South Coast Air Quality Management Dis trict). The opinions, findings, conclusions, and recommendations are those of the author and do not necessarily represent the views of the Program Administrator. The Program Administrator, its officers and its employees make no warranty, expressed or im plied, and assume no legal liability for the information in this report. The Program Administrator has not approved or disapproved this report, nor has the Program Administrator passed upon the accuracy or adequacy of the information contained herein." C. CONTRACTOR shall ensure that the Volkswagen Environmental Mitigation Trust Program is clearly identified as a sponsor or source of funding in all of its documents, reports, brochures, advertising and other material relating to this Project.

33. NON-DISCRIMINATION
In the performance of this Contract, CONTRACTOR shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment on the basis of race, religious creed, color, national origin, ancestry, sex, sexual orientation, age, mental status, medical condition, physical or mental disability, or allow unlawful denial of family and medical care leave, denial of pregnancy disability leave, or reasonable accommodations. CONTRACTOR shall comply with the provisions of the California Fair Employment & Housing Act (Government Code Section 12900 et seq.), the Federal Civil Rights Act of 1964 (P.L. 88-352) and all amendments thereto, Executive Order No. 11246 (30 Federal Register 12319), and all administrative rules and regulations issued pursuant to said Acts and Order.

34. NON-EFFECT OF WAIVER
The failure of CONTRACTOR or Program Administrator to insist upon the performance of any or all of the terms, covenants, or conditions of this Contract, or failure to exercise any rights or remedies hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants, or conditions, or of the future exercise of such rights or remedies, unless otherwise provided for herein.

35. ATTORNEYS' FEES
In the event any action is filed in connection with the enforcement or interpretation of this Contract, each party shall bear its own attorneys' fees and costs.

36. FORCE MAJEURE
A party shall not be liable or deemed to be in default for any delay or failure in performance under this Contract or interruption of services resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the party’s reasonable control.

37. SEVERABILITY
In the event that any one or more of the provisions contained in this Contract shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this Contract, and the Contract shall then be construed as if such unenforceable provisions are not a part hereof.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

13 38. HEADINGS
Headings on the Clauses of this Contract are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Contract.

39. SIGNATURES
This Contract may be execut ed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute together one and the same instrument. Further, the parties agree that this Contract or any counterpart may be executed and delivered by DocuSign, or by transmitting a manual signature by fax or .pdf, which shall have the same force and effect as copies executed and delivered with original manual signatures.

40. GOVERNING LAW
This Contract shall be construed and interpreted and the legal relations created thereby shall be determined in accordance with the laws of the State of California. Venue for resolution of any disputes under this Contract shall be Los Angeles County, California.

41. CITIZENSHIP AND ALIEN STATUS
A. CONTRACTOR warrants that it fu lly complies with all laws regarding the employment of aliens and others, and that its employees performing services hereunder meet the citizenship or alien status requirements contained in federal and state statutes and regulations including, but not limi ted to, the Immigration Reform and Control Act of 1986 (P.L. 99-603). CONTRACTOR shall obtain from all covered employees performing services hereunder all verification and other documentation of employees' eligibility status required by federal statutes and regulations as they currently exist and as they may be hereafter amended. CONTRACTOR shall have a continuing obligation to verify and document the continuing employment authorization and authorized alien status of employees performing services under th is Contract to ensure continued compliance with all federal statutes and regulations.

Notwithstanding the above, CONTRACTOR, in the performance of this Contract, shall not discriminate against any person in violation of 8 USC Section 1324b.

B. CONTRACTOR shall retain such documentation for all covered employees for the period described by law. CONTRACTOR shall indemnify, defend, and hold harmless Program Administrator and CARB, its officers and employees from employer sanctions and other liability which may be assessed against CONTRACTOR or Program Administrator, or both in connection with any alleged violation of federal statutes or regulations pertaining to the eligibility for employment of persons performing services under this Contract.

42. TAX IMPLICATIONS FROM RECEIPT OF PROGRAM FUNDS
CONTRACTOR is advised to consult a tax attorney regarding potential tax implications from receipt of funds under this Contract, which may include receipt of a “1099G” form.

43. AMENDMENTS TO CONTRACT
This Contract shall only be amended by mutual agreement, in writing and signed by the authorized representatives of all parties.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

14 44. DISCLAIMER OF WARRANTY
The decision to participate in the Program and to purchase Program-eligible Equipment is CONTRACTOR’s decision. Program Administrator does not make any express or implied warranty of merchantability, fitness for a particular purpose or otherwise, quality or usefulness of the technology or Equipment.

Program Administrator will not be financially responsible or otherwise liable for the installation or performance of the Equipment.

45. ENTIRE CONTRACT
A. This Contract and its Attachments represent the entire agreement between the Parties.

B. By executing this Contract, CONTRACTOR understands and agrees to implement the Project according to the terms of the Contract and to cooperate with the Program Administrator and CARB for implementation, monitoring, enforcement and other efforts to assure the emissions benefits are real, quantifiable and enforceable. There are no understandings, representations, or warranties of any kind except as expressly set forth herein. No waiver, alteration, or modification of any of the provisions herein shall be binding on any party unless in writing and signed by the authorized representatives of the party against whom enforcement of such waiver, alteration or modification is sought. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Contract by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

46. AUTHORITY
The signator hereto represents and warrants that he or she is authorized and empowered and has the legal capacity to execute this Contract and to legally bind CONTRACTOR both in an operational and financial capacity and that the requirements and obligations under this Contract are legally enforceable and binding on CONTRACTOR.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 Contract No. 22068
Volkswagen Environmental
Mitigation Trust Program

15 IN WITNESS WHEREOF, the parties to this Contract have caused this Contract to be duly executed on their behalf by their authorized representatives.

SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT CITY OF SACRAMENTO

By: __________________________________________ By:_____________________________________ Wayne Nastri, Executive Officer Name:

Title:

Date: __________________________________________ Date:___________________________________

APPROVED AS TO FORM:

Bayron T. Gilchrist, General Counsel

By: _____________________________________________

VW Mitigation Boilerplate:

Revised August 24, 2021
DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 6/17/2022
**********************
Hector Barron
6/23/2022

1 ATTACHMENT 1

STATEMENT OF WORK ON-ROAD

VOLKSWAGEN ENVIRONMENTAL MITIGATION TRUST PROGRAM

CITY OF SACRAMENTO

This Contract is intended to mitigate the excess nitrogen oxides ( NOx) emissions caused by Volkswagen (VW) vehicles utilizing illegal defeat devices in certain 2.0 and 3.0 -liter vehicles. The project involves the replacement or repower of in -use, older vehicle/engine with a new vehicle/engine certified by the California Air Resources Board ( CARB) to meet the 0.02 g/bhp-hr NOx optional standard or cleaner, or with a zero- emission vehicle, as specified in Table 1, funded by the VW Environmental Mitigation Trust. The South Coast Air Quality Management District is the Program Administrator for this Contract.

Accordingly, CONTRACTOR agrees to replace or repower the existing vehicle/engine identified in Table 1 with a vehicle/ engine certified by CARB at or below the 0.02 g/bhp-hr NOx optional standard or with a zero- emission vehicle, and surrender the existing vehicle/engine to a Program Administrator approved dismantler for scrapping as specified in Task 4 of this Attachment. The new vehicle/engine must be certified or approved by CARB or eligible for voucher incentives through the Hybrid and Zero -Emission Truck and Bus Voucher Incentive Project (HVIP) and Low NOx Engine Incentives to be an eligible vehicle or engine for VW funds.

Notwithstanding the above, CONTRACTOR is responsible for determining that the new vehicle/engine to be purchased complies with all VW Program requirements and applicable federal, state, and local air quality rules and regulations. Each replacement or repow ered vehicle shall be subject to the terms and conditions set forth in Tasks 1 through 5 of this Attachment, the milestone dates specified in Attachment 1A, as well as all other provisions of the Contract.

Table 1 - Approved Project List

Project
Type
Existing Vehicle Replacement/Repowered
Vehicle
GVWR Vehicle
Vocation
License Plate
Number VIN Engine
S/N
Technology
Type1
Minimum %
Operation
in CA
Replacement >33,000 Waste Hauler 1380990 5SXHNZDR7CR1A1073 73325229 ZE 75 Replacement >33,000 Waste Hauler 1322854 5SXHANDR18RZ68808 4669067 ZE 75 1 Verified by CARB Executive Order or eligible for voucher incentives through the Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP) and Low NOx Engine Incentives.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9

2 PROJECT REQUIREMENTS:

Task 1: Inspections

1.1 CONTRACTOR shall make each existing vehicle/engine identified in Table 1 available to the Program Administrator or their designee(s) for inspection or remote inspection prior to destruction in accordance with the Inspection s/Remote-Inspections clause of th is Contract. If a required pre - inspection has not yet been completed on the vehicle/engine to be replaced and it is stolen or destroyed such that it cannot be repaired, or is registered as inoperable with the Department of Motor Vehicles (DMV), then such vehicle/engine is not eligible for funding under this Contract. Each vehicle must be roadworthy and in operational condition. CONTRACTOR shall provide access to vehicle identification number, engine serial number , and other application information to verify eligibility of each vehicle/engine.

1.2 CONTRACTOR shall be disqualified from receiving VW funds if the pre -inspection by the Program Administrator reveals a discrepancy with the application submitted by CONTRACTOR that would affect the project’s ranking or eligibility status with respect to the VW Consent Decrees, Beneficiary Mitigation Plan (BMP), or Program Announcement.

1.3 CONTRACTOR shall ensure each existing vehicle/engine identified in Table 1 is delivered to a Program Administrator approved dismantler within 60 calendar days after the replacement or repowered vehicle is entered into service.

1.4 CONTRACTOR shall notify the Program Administrator in writing upon delivery of the existing vehicle/engine to a Program Adm inistrator approved dismantler. Upon notification, the Program Administrator will conduct the required dismantle inspection to verify the frame rails were completely severed and the engine was destroyed in accordance with the Inspection s/Remote-Inspections clause of this Contract.

1.5 CONTRACTOR shall make each replacement or repowered vehicle identified in Table 1 available to Program Administrator or designee(s) for inspection s in accordance with the Inspection s/Remote- Inspections clause of this Contract.

1.6 CONTRACTOR shall complete and submit all inspection forms , documentation, and photographs requested by the Program Administrator or their designee(s).

Task 2: Procurement of Vehicle(s)/Engine(s)

2.1 CONTRACTOR shall provide a copy of the purchase order to the Program Administrator within 90 calendar days of the execution of the Contract , unless otherwise approved by the Program Administrator.

2.2 CONTRACTOR shall provide documentation of procurement of replacement vehicle/engine. This documentation shall include, at a minimum: (1) invoice/payment information including but not limited to an itemized invoice, including identification of any taxes, delivery fees , and other costs, with sufficient details to ensure that only completed and eligible projects costs are reimbursed, identification of other sources and amounts of funding (if any) ; (2) vehicle information including but DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9

3 not limited to vehicle identification number, manufacturer, model, model year, and fuel type; (3) engine information including but not limited to manufacturer, model, model year; (4) other information including but not limited to warranty coverage , and a copy of the CARB Executive Order for the procured vehicle/engine. This documentation shall be submitted to the Program Administrator at the time of invoice submittal . The requirements for the invoice package are specified in Payment Schedule, Attachment 2.

2.3 Notwithstanding the above requirement, CONTRACTOR is responsible for d etermining that the vehicle or engine to be purchased complies with all applicable federal, state, and local air quality rules and regulations. The replacement vehicle/engine must be certified or approved by CARB.

2.4 If CONTRACTOR determines that it will be unable to procure or implement the vehicle /engine identified in Table 1, CONTRACTOR shall inform the Program Administrator in writing as soon as possible so that the Program Administrator may re -evaluate the project and determine if a modification to the Contract is needed.

2.5 In the event of an accident resulting in total loss of the replacement or repowered vehicle or where the vehicle has been stolen, CONTRACTOR will, at the discretion of the Program Administrator, be responsible either for returning to the Program Administrator a pro-rated share of the funds already paid under the Contract, in an amount to be determined by the Program Administrator , or for providing a substitute vehicle that meet the specification of the replacement vehicle specified in Table

1. The substitute vehicle cannot have more miles than would have been accumulated based on the mileage used to determine the funding amount, and no more than 600,000 miles.

Task 3: Operation of Vehicle(s)

3.1 CONTRACTOR shall place each VW Mitigation Trust funded replacement or repowered vehicle into regular operating service and shall notify the Program Administrator in writing of the in-service date and where the vehicle is domiciled within the geographical boundaries of the state of California within 14 calendar days after the replacement or repowered vehicle is entered into service.

3.2 CONTRACTOR agrees to operate each VW Mitigation Trust funded replacement or repowered vehicle within the geographical boundaries of the state of California for the percentage of ti me specified in Table 1 during the project life.

3.3 CONTRACTOR agrees to make operational information for each vehicle identified in Table 1 available within 14 calendar days upon written request by the Program Administrator or CARB staff during the life of the project. This information may include annual mileage.

3.4 The expected annual usage of the vehicle and estimated annual NOx emission reductions are specified in Table 2 below.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9

4 Table 2 – Annual Usage and Emission Reductions

Existing Vehicle
License Plate
Number
Existing Vehicle
VIN
Annual
Usage
(miles)1
Estimated Annual
NOx Emission
Reductions
(tons/year)2
Project
Life
(years)
1380990 5SXHNZDR7CR1A1073 10,638 0.01 3
1322854 5SXHANDR18RZ68808 4,730 0.01 3
1The annual usage is an annual average based on usage data provided by the applicant. 2The expected emission reductions from this project were based on the annual usage.

3.5 CONTRACTOR shall be in compliance with all applicable federal, state, and local air quality rules and regulations for the owner’s entire fleet(s).

Task 4: Destruction of Existing Vehicle(s)

4.1 CONTRACTOR shall ensure each existing vehicle/engine identi fied in Table 1 is delivered to a Program Administrator approved dismantler and destroyed within 60 calendar days after the replacement or repowered vehicle is entered into service.

4.2 CONTRACTOR is required to provide documentation verifying each existing vehicle/engine was delivered to a Program Administrator approved dismantler.

4.3 CONTRACTOR shall not use any of the funding under this Contract to cover costs associated with transporting the vehicle to a dismantler or the dismantling of the existing vehicle.

4.4 Dismantler shall completely sever the frame rails of each existing vehicle (replacements only) and puncture an irregularly shaped hole with a diameter at least three inches at the narrowest point of the engine block (replacements and repowers) to ensure that each existing vehicle that has been replaced or repowered will not be used again.

4.5 Dismantler shall file a “Non -Repairable Vehicle Certificate” with DMV using an “Application for Salvage Certification or Non -Repairable Vehicle Certification” (REG 488C), or a Notice of Acquisition/Report of Vehicle To Be Dismantled (REG 42) ensuring the VIN can never be registered again in California. Within 90 calendar days after the replacement or repowered vehicle is entered into service, the dismantler must provide verification to the Program Administrator that the existing vehicle has been registered with the DMV as non-revivable with a type transaction code (TTC) L10 or C26 on the DMV reconciliation transaction receipt of other DMV documentation that satisfies this requirement.

4.6 CONTRACTOR shall ensure that the Program Administrator approved dismantler take the following photographs and provide to the Program Administrator within 14 calendar days of destroying each vehicle and/or engine:

Replacement Only:
a. Front of the vehicle with hood down including the license plate b. Right side of the vehicle with hood down
c. Left side of vehicle with hood down
DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9

5 d. Vehicle Identification Number (VIN) Tag (showing GVWR) e. Full view of engine with hole in engine block
f. Left side of destroyed engine block (in-frame or out of frame) g. Right side of destroyed engine block (in-frame or out of frame) h. Engine tag with serial number
i. Completely severed frame rails
j. Odometer reading

Repower Only:
a. Full view of engine with hole in engine block
b. Left side of destroyed engine block
c. Right side of destroyed engine block
d. Engine tag with serial number
e. Odometer reading

Task 5: Reporting

5.1 CONTRACTOR shall provide annual reports, as described in the Deliverables, Attachment 1B.

5.2 CONTRACTOR shall notify the Program Administrator in writing in advance of any transfer of ownership of the vehicle identified in Table 1 in accordance with the ASSIGNMENT AND TRANSFER OF EQUIPMENT clause of the Contract.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 ATTACHMENT 1A

PROJECT MILESTONES

VOLKSWAGEN ENVIRONMENTAL MITIGATION TRUST PROGRAM

CITY OF SACRAMENTO

Milestone Due Date
Contract Signed by Contractor and Received by Program
Administrator:

Within 45 calendar days from
when the Contract was
electronically delivered to
Contractor

Submittal of Purchase Order:
(All purchase orders must be submitted no later than 90 days after Contract Effective Date unless otherwise approved by Program Administrator)

Within 90 calendar days from
Contract Effective Date

Replacement/Repowered Vehicles/Engines Delivery &
Acceptance Completed By:

July 01, 2023

All Vehicles In-Service No Later Than:
(The Program Administrator shall be notified within 14 calendar days after each replacement or repowered vehicle is entered into service)

July 01, 2023

All Old/Existing Vehicles/Engines Destroyed No Later Than:

60 calendar days after each
replacement or repowered
vehicle is entered into service
All Invoices Due No Later Than:
(All required inspections must be completed and approved by the Program Administrator prior to any invoice paid by the Program Administrator)

60 calendar days after each
replacement or repowered
vehicle is entered into service

Annual Project Progress Reports and
Annual Certification Regarding Labor Law Violations:

August 1, 2024
August 1, 2025
August 1, 2026

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 ATTACHMENT 1B

DELIVERABLES

VOLKSWAGEN ENVIRONMENTAL MITIGATION TRUST PROGRAM

CITY OF SACRAMENTO

In addition to the deliverables set forth in the above-referenced Statement of Work, CONTRACTOR shall complete and submit to the Program Administrator annual reports for the term of the project life identified in Table 2. CONTRACTOR will be required to keep appropriate records during the full Contract period plus three additional years, and all Equipment must operate in the state of California for the minimum percentage specified in Table 1 for the full Contract term. The records will contain the following, at a minimum:

 DMV Registration Records
 Insurance Certificate(s)
 Records of Annual Usage (Odometer Readings) at 12, 24, and 36 months after date the replacement or repowered vehicle is placed into service  Operational and maintenance issues encountered and how they were resolved  Self-certification that the replacement or repowered vehicle is still owned by

CONTRACTOR
 Self-certification of where the replacement or repowered vehicle was operated  Self-certification of compliance with labor laws
 Self-certification that the replacement or repowered vehicle is maintained and operated in accordance with manufacturer specifications.

CONTRACTOR will be required to submit annual reports containing the above information to the Program Administrator for the term of the Contract and records must be made available to the Program Administrator, CARB, or their designee for review upon request. All annual reports must be submitted online using the web- based application portal or Grant Management System (GMS) available at: www.aqmd.gov/vw.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 ATTACHMENT 2

PAYMENT SCHEDULE

VOLKSWAGEN ENVIRONMENTAL MITIGATION TRUST PROGRAM

CITY OF SACRAMENTO

CONTRACTOR shall be reimbursed for each eligible vehicle/engine in accordance with the VW Mitigation Trust Award Amount outlined in Tables 3 and 4 below. For each vehicle, payment shall not exceed the maximum percentage of eligible costs as identified in Table 4 below or the maximum award amounts identified in Table 3 below, whichever is less. CONTRACTOR will be reimbursed after passing all required inspections, submitting all the required documents for payment, including invoices, proof of payment and destruction, and verification of delivery, acceptance and placement into service. Payment will not be made if CONTRACTOR has any outstanding CARB violations associated with the CONTRACTOR’S entire fleet(s) or is not in compliance with all applicable federal, state, and local air quality rules and regulations.

Table 3 – Maximum Reimbursement Amount Per Vehicle
Grant # G18-VWM-04-ZE1
Project Type
Existing Vehicle
License Plate
Number
Existing Vehicle VIN
Maximum
Award
Amount1
Eligible
Mitigation
Action
Funding
Source
Replacement 1380990 5SXHNZDR7CR1A1073 $200,000 ZE – EMA 1 Fund 79 Replacement 1322854 5SXHANDR18RZ68808 $200,000 ZE – EMA 1 Fund 79 1 See Table 4 below for eligible funding percentages and maximum award amounts.

Total Contract Not-To-Exceed: $ 400,000

Table 4 – Eligible Funding Percentages and Maximum Award Amounts Old/Existing
Vehicle Category Project Type Ownership
Category
Maximum
Percentage (%)
of Funding
(of eligible cost)
Maximum
Funding
Up To
Class 8 Freight Trucks
(including drayage trucks,
waste haulers, dump
trucks, & concrete mixers)
Replacement
Non - Government 75%
$200,000
Government 100%

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9 In addition to the information required in the Payment clause of the Contract, CONTRACTOR shall submit an invoice package. All invoice packages must be submitted online using the web-based application portal or Grant Management System (GMS) available at: www.aqmd.gov/vw and must contain the items listed below:

1. An invoice on your company’s or the dealership’s letterhead. a) Date of invoice which must reflect the actual date the invoice was sent to the Program Administrator.
b) Language on invoice stating:
“INVOICE TO: South Coast Air Quality Management District” 21865 Copley Drive, Diamond Bar, CA 91765
c) Repower only - Cost breakdown indicating all applicable fees associated with the repower (i.e. engine purchase costs, taxes, cost of parts, materials, and labor, etc.).
d) Replacement only - Vehicle purchase cost (including applicable taxes and fees). e) An invoice tracking number that is assigned by your company or the dealership’s office.
f) The Program Administrator Contract Number and Program Administrator Project ID Number.
g) The CONTRACTOR’s name and business address (consistent with the information listed on the submitted W-9).
h) “South Coast Air Quality Management District to Pay $_________”. i) Replacement only - New vehicle VIN and GVWR.
j) Replacement or repowered (new) engine’s Year, Make, Model, and Serial.

2. Vehicle or engine warranty information:
a) Except for zero-emission vehicles, all participants must purchase a minimum of a one- year or 100,000-mile major component engine warranty for the replacement vehicle or repowered engine. The warranty must cover parts and labor. If the purchase of a new replacement vehicle already includes a minimum one year or 100,000-mile warranty as specified above, a separate supplemental warranty is not required. However, it is recommended that the highest-grade warranty be purchased in order to avoid expensive repairs in the future.
b) Electric vehicles must have a minimum warranty period of 3 years or 50,000 miles. The warranty must cover the motor, drivetrain, battery or energy storage, and parts and labor.

3. CARB executive order or certification.

Payments will be disbursed after evidence of vehicle/engine destruction is submitted, all required inspections have been conducted by the Program Administrator or their designee(s), and all invoice documentation have been verified. Payments under this Contract shall be sent to CONTRACTOR unless otherwise specified in the Contract or specifically requested by CONTRACTOR in writing. Funds paid under this Contract shall only be used to offset the capital cost of the vehicle/engine replacement and shall reduce the principal owed by the CONTRACTOR to purchase the vehicle/engine replacement. Program funds may only be used to reimburse owners of the replacement or repowered vehicle or other entities up to the amount of funds contributed in cash toward the purchase of the VW Mitigation Trust funded replacement or repowered vehicle.

Replacement or repowered vehicle project funds may not be applied toward administration costs.

DocuSign Envelope ID: 4D02A3EF-858F-44A6-9B4C-67A2220E39F9

Sacramento City CouncilAugust 30, 2022

Sacramento City Council
August 30, 2022