MBTA CONTRACT # 20-01 CBS (ICE-1)
AGREEMENT REGARDING PURCHASE OF TRANSIT/PARATRANSIT
VEHICLES.
Creative Bus Sales dealer for Braun, Champion, Driverge, Mobility Trans, StarCraft and StarTrans
THIS AGREEMENT is made and entered into on September 8. 2021 between and among CREATIVE BUS SALES, INC., a California corporation, with its principal place of business located at 14740 Ramona Avenue, Chino, California 91710 "SELLER"); and MORONGO BASIN TRANSIT AUTHORITY ('MBTA"). SELLER and MBTA may be referred to herein individually as "Party" or collectively as "Parties."
RECITALS
WHEREAS, MBTA, by its Request for Proposals (RFP) #20-01, duly advertised for written proposals to be submitted for the purchase of Paratransit and Transit Vehicles ("BUSES") on behalf itself and Consortium members (Consortium") identified in the Participating Agencies List in the RFP collected by the California Association of Coordinated Transportation ("CalACT") by the MBTA; and
WHEREAS, the MBTA's RFP is attached hereto as Exhibit "A", and is incorporated herein by reference as if set forth in full; and WHEREAS, SELLER submitted a sealed proposal in response to MBTA's Notice Inviting Proposals; and
WHEREAS, after it was determined that SELLER was a successful responsive and responsible proposer; and
WHEREAS, SELLER's proposal in response to MBTA's Notice Inviting Proposals is attached hereto as Exhibit "B", ", and is incorporated herein by reference as if set forth in full; and
WHEREAS, the MBTA Board of Directors has authorized the staff via Resolution and board action to award contracts and accept SELLER'S proposal through agreement by and between SELLER and MBTA upon the terms and conditions set forth herein; and
WHEREAS, MBTA has fully complied with all federal, state, and local laws governing the public solicitation process for the purchase of the BUSES; NOW, THEREFORE, incorporating the foregoing recitals herein, for and in consideration of the promises and of the mutual covenants and agreements herein contained, SELLER and MBTA hereby agree as follows:
- 1. CONTRACT DOCUMENTS. This Agreement, along with all Exhibits referenced herein, and including without limitation, all documents referenced in said Exhibits shall hereinafter be referred to as the "Contract Documents." In the event of any conflict, the Contract Documents, including specifically RFP #20-01 and any addendums thereto, shall take priority in interpreting the respective rights and obligations of the Parties created by this Agreement. Any contract, agreement, or other document subsequently created by any Party in connection with a purchase order issued pursuant to this Agreement and which changes or otherwise modifies the terms and conditions set forth in the Contract Documents shall not be valid without the prior written approval of both of the Parties to this Agreement.
2. DESCRIPTION OF BUSES PURCHASED. SELLER hereby agrees that it shall sell the BUSES manufactured by Braun, Champion, Driverge, MobilityTrans, Starcraft, StarTrans and as more particularly described in RFP #20- 01 (attached hereto as Exhibit "B") to any and all Consortium participants who desire to purchase such BUSES from SELLER. BUSES are to be vehicles with less than 4000 miles and that have never been previously registered.
3. CONTRACT PRICING. SELLER hereby agrees to sell such BUSES as more particularly described in RFP #20-01 (attached hereto as Exhibit "B") under the terms and conditions set forth in RFP #20-01.
4. DELIVERY. SELLER shall deliver F.O.B. per terms and conditions of MBTA RFP #20-01 Section SP 7.4, 11 and 12 and as proposed.
5. PAYMENT BY CONSORTIUM PARTICIPANTS. SELLER shall
collect payment from purchasing agencies within thirty (30) days after the delivery and acceptance of the BUSES by the participant, and a receipt of an invoice thereof, per RFP #20-01, Section SP 10.
6. NO ASSIGNMENT. Neither this Agreement, nor any interest in it, may be assigned or transferred by any Party without the prior written consent of all of the Parties to this Agreement.
7. NO ATTORNEYS' FEES. If litigation is required to enforce or interpret the provisions of this Agreement, neither SELLER nor the Consortium members shall be entitled to an award of attorneys' fees or costs, but shall be entitled to any other relief to which it may be entitled by law.
8. MODIFICATION. This Agreement may be modified only in writing as authorized by the MBTA and signed by all Parties.
9. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. Any litigation arısıng in any way from this Agreement shall be brought in San Bernardino County, California.
10. NO WAIVER OF DEFAULT. The failure of any Party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement.
11. FURTHER ASSURANCES. Each Party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
12. BINDING EFFECT: CONTEXT: COUNTERPARTS Subject to
aragraph b, the rights and obligations of this Agreement shall inure to the benefi of, and be binding upon, the parties to the contract and their heirs, administrators executors, personal representatives, successors and assigns. Whenever the context so requires, the masculine gender and includes the feminine and neuter, and the singular number includes the plural. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
13. NON-INTEREST. No officer or employee of the MBTA shall hold any interest in this Agreement (California Government Code section 1090).
14. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of an entity represents and warrants that he or she is respectively, duly authorized to sign on behalf of the entity and to bind the entity fully to each and all of the obligations set forth in this Agreement.
15. INDEMNIFICATION. SELLER shall indemnify, defend, and hold harmless MBTA, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of an kind whatsoever, arising out of, connected with, or caused by SELLER'S employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or'not caused in part by a party indemnified hereunder, except for MBTA's sole active negligence or willful misconduct.
16. WARRANTY. The BUSES are warranted by SELLER to be new and to be free from defects in material and workmanship pursuant to and in accordance with those certain manufacturer's warranties collectively attached hereto as Exhibit "B" ", and as submitted in response to RFP #20-01 by SELLER and incorporated herein by reference as if set forth in full. During said warranty periods, the BUSES shall maintain structural and functional integrity. The warranty is based on regular operation under operating conditions prevailing in the purchaser's operating area.
17. WARRANTY OF FITNESS. SELLER hereby warrants that the BUSES and all materials furnished shall meet the requirements and conditions of the Contract Documents and shall be fit for the purposes intended. Acceptance of this warranty and acceptance the BUSES and materials to be manufactured or assembled pursuant to the specifications in these Contract Documents shall not waive any warranty, either express or implied.
18. NOTICE. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon depositing in the United States mail. The Parties shall be addressed as follows, or at any other address designated by proper notice:
MBTA: Joe Meer
Director of Purchasing
Morongo Basin Transit Authority
62405 Verbena Road
Joshua Tree, CA 92252
SELLER: Anthony Matijevich
President
Creative Bus Sales, Inc.
14740 Ramona Avenue
Chino, California 91710
19. EXECUTION. This Agreement is effective upon execution by both Parties. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
CREATIVE BUS SALES, INC., Morongo Basin Transit Authority a corporation
By_ By.
Anthony Matijevich, President Joe Meer, Director of Purchasing AMENDMENT 1
MBTA CONTRACT NO. 20-01-ICE 1,2,3 4 (CBS)
THIS Amendment is made and entered into on August 12, 2022 between and among CREATIVE BUS SALES, INC., a California corporation, with its principal place of business located at 14740 Ramona Avenue, Chino, California 91710 ("SELLER"), and MORONGO BASIN TRANSIT AUTHORITY ("MBTA").
SELLER and MBTA may be referred to herein individually as "Party" or collectively as "Parties."
RECITALS
WHEREAS, MBTA, by its Request for Proposals (RFP) #20-01, duly advertised for written proposals to be submitted for the purchase of Paratransit and Transit Vehicles (BUSES") on behalf itself and Consortium members ("Consortium") identified in the Participating Agencies List in the RFP collected by the California Association of Coordinated Transportation ("CalACT") by the MBTA; and WHEREAS, the MBTA's RFP is attached hereto as Exhibit "A", and is incorporated herein by reference as if set forth in full; and
WHEREAS, SELLER submitted a sealed proposal in response to MBTA's Notice Inviting Proposals; and
WHEREAS, MBTA determined that SELLER was a successful responsive and responsible proposer; and
WHEREAS, SELLER's proposal in response to MBTA's Notice Inviting Proposals is attached hereto as Exhibit "B", and is incorporated herein by reference as if set forth in full; and WHEREAS, the MBTA Board of Directors has authorized the staff via Resolution and board action to award and modify contracts:
WHEREAS, MBTA has fully complied with all federal, state, and local laws governing the public solicitation process for the purchase of the BUSES;
WHEREAS, The SELLER has requested Force Majeure Price relief due to extraordinary circumstances caused by supply chain issues and manufacturer's chassis model changes as provide for in SP 5.5 (Price Changes);
WHEREAS, MBTA has evaluated and accepts the documentation provided by SELLER substantiating the need for extraordinary relief;
NOW, THEREFORE, incorporating the foregoing recitals herein, for and in consideration of the promises and of the mutual covenants and agreements herein contained, SELLER and MBTA hereby agree as follows:
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
Base Price for the buses represented by SELLER is updated for the increase approved by this Amendment, and are attached as Exhibit B. Future PPI price increases to be granted, as provided for in Section 5.3 and scheduled to be adjusted with extension of the first option year amendment, are now to be adjusted utilizing the above date rather than the original date the contract was executed for base price and approved options. Future PPI increases will be similarly adjusted. SELLER agrees that any future price changes favorable to the MBTA will be identified and result in an amendment reflecting the lower price. MBTA at its sole discretion reserves the right to revise pricing for chassis. The price changes are effective for orders placed after the execution of this amendment or as approved by MBTA. This amendment reiterates Section 5.1 of the RFP and resulting contract, whereas "If during the term of this Contract, Contractor shall enter into contracts with any other governmental entity providing greater benefits or more favorable terms than those provided by this Contract, Contractor shall be obligated to provide the same to Purchaser for subsequent purchases." CREATIVE BUS SALES, INC., MORONGO BASIN TRANSIT AUTHORITY A Corporation
Anthony Matijevich, President Joe Meer, Director of Purchasing AMENDMENT 2
BASIN TRANSIT CONTRACT NO. 20-01 - CBS-1
(For Braun, Driverge, Mobility Trans, StarCraft and StarTrans) THIS ARE me entered into on Sert 9, 2023 between and among CREATIVE BUS SALES, INC., a California corporation, with its principal place of business located at 14740 Ramona Avenue, Chino, California 91710, ("SELLER"), and BASIN TRANSIT (Morongo Basin Transit Authority).
RECITALS
WHEREAS, BASIN TRANSIT, by its Request for Proposals # 20-01, duly advertised for written proposals for the purchase of Paratransit Vehicles ("BUSES") on behalf of itself and the listed participating agencies by Basin Transit; and
WHEREAS the parties entered into an AGREEMENT, Basin Transit Contract No.20-01 on September 8, 2021; and amended this contract due to Force Majeure price increase request on August 12, 2022.
WHEREAS the AGREEMENT was for a two-year base period with three one-year options; and
WHEREAS the Basin Transit Board of Directors has provided authorization to exercise the first one-year option;
WHEREAS BASIN TRANSIT's SP 4 of Contract 20-01 reserves the right to unilaterally change the procurement fees at any time by giving written notice to the contractor.
NOW THEREFORE BE IT RESOLVED incorporating the foregoing recitals herein, for and in consideration of the promises and of the mutual covenants and agreements herein contained, SELLER and BASIN TRANSIT thereby agree as follows:
1. Per Section SP-3, Period of Performance, the period of contract performance is extended to exercise the first one-year option. The new Period of Performance is extended through September 7, 2024.
2. Per Section SP-5.3, Vehicle and Optional Feature Pricing, the price of the vehicles and of the optional features for each option period shall be the unit price established in the amended Schedule adjusted by PPI 1413 on August 12, 2022 for as stipulated in the Contract and amendment. For the first one-year period, the price increase is 4.9%. The new pricing is attached to this Amendment and shall become effective for orders placed on or after September 8, 2023.
3. Per SP 4, BASIN TRANSIT revises the limit of procurement fees charged per transaction to thirty thousand dollars.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
CREATIVE BUS SALES, INC., MORONGO BASIN TRANSIT AUTHORITY a corporation
Nick Corley, Transit Bid Manager
AMENDMENT 4
BASIN TRANSIT CONTRACT NO. 20-01 - CBS-1
(StarCraft/StarTrans T350, Driverge and MobilityTrans)
THIS AMENDMENT is made and entered into on November 21, 2023 between and among CREATIVE BUS SALES, INC., a California corporation, with its principal place of business located at 14740 Ramona Avenue, Chino, California 91710, ("SELLER"), and BASIN TRANSIT (Morongo Basin Transit Authority).
RECITALS
WHEREAS, BASIN TRANSIT, by its Request for Proposals # 20-01, duly advertised for written proposals for the purchase of Paratransit Vehicles ("BUSES") on behalf of itself and the listed participating agencies by Basin Transit; and
WHEREAS the parties entered into an AGREEMENT, Basin Transit Contract No.20-01 on September 8, 2021;
WHEREAS the AGREEMENT was for a two-year base period with three one-year options; and
WHEREAS the Period of Performance for said agreement had been extended through September 7, 2024
WHEREAS the Contractor has requested Price adjustment for extraordinary increase in chassis costs under Section 5.5 (Price Adjustments) and evaluated by the Agency.
NOW THEREFORE BE IT RESOLVED incorporating the foregoing recitals herein, for and in consideration of the promises and of the mutual covenants and agreements herein contained, SELLER and BASIN TRANSIT thereby agree as follows:
1. Per Section 5.5, Price Adjustments, pricing for gasoline Ford Transit vehicles is increased as per the request provided by the contractor. (Price Schedule). Price adjustments to be effective for orders after the above date.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
CREATIVE BUS SALES, INC., MORONGO BASIN TRANSIT AUTHORITY a corporation
• 11
Nick Corley, Transit Bid Manager Joe Meer, Director of Purchasing AMENDMENT 6
BASIN TRANSIT CONTRACT NO. 20-01 - CBS-1
(For Braun, Driverge, MobilityTrans, StarCraft and StarTrans) THIS AMENDMENT is made and entered into on September 8, 2024 between and among CREATIVE BUS SALES, INC., a California corporation, with its principal place of business located at 14740 Ramona Avenue, Chino, California 91710, ("SELLER"), and BASIN TRANSIT (Morongo Basin Transit Authority).
RECITALS
WHEREAS, BASIN TRANSIT, by its Request for Proposals # 20-01, duly advertised for written proposals for the purchase of Paratransit Vehicles ("BUSES") on behalf of itself and the listed participating agencies by Basin Transit; and
WHEREAS the parties entered into an AGREEMENT, Basin Transit Contract No.20-01 on September 8, 2021; and amended this contract due to Force Majeure price increase request on August 12, 2022.
WHEREAS the AGREEMENT was for a two-year base period with three one-year options; and
WHEREAS the Basin Transit Board of Directors has provided authorization to exercise option year extensions;
NOW THEREFORE BE IT RESOLVED incorporating the foregoing recitals herein, for and in consideration of the promises and of the mutual covenants and agreements herein contained, SELLER and BASIN TRANSIT thereby agree as follows:
1. Per Section SP-3, Period of Performance, the period of contract performance is extended to exercise the second one-year option. The new Period of Performance is extended through September 7, 2025.
2. Per Section SP-5.3, Vehicle and Optional Feature Pricing, the price of the vehicles and of the optional features for each option period shall be the unit price established in the amended Schedule adjusted by PPI 1413 as stipulated in the Contract and amendment. For this one-year period, the price increase is 9%. The new pricing is attached to this Amendment and shall become effective for orders placed on or after September 8, 2024.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
CREATIVE BUS SALES, INC., MORONGO BASIN TRANSIT AUTHORITY a corporation
Nick Corley, Transit Bid Manager Joe Meer, Director of Purchasing AMENDMENT 7
BASIN TRANSIT CONTRACT NO. 20-01 - CBS-1
(For Braun, Driverge, MobilityTrans, StarCraft and StarTrans) THIS AMENDMENT is made and entered into on September 8, 2025 between and among MODEL 1 COMMERCIAL VEHICLES/ CREATIVE BUS SALES, INC., a California corporation, with its principal place of business located at 14740 Ramona Avenue, Chino, California 91710, ("SELLER"), and BASIN TRANSIT (Morongo Basin Transit Authority).
RECITALS
WHEREAS, BASIN TRANSIT, by its Request for Proposals # 20-01, duly advertised for written proposals for the purchase of Paratransit Vehicles ("BUSES) on behalf of itself and the listed participating agencies by Basin Transit; and
WHEREAS the parties entered into an AGREEMENT, Basin Transit Contract No. 20-01 on September 8, 2021; and amended this contract due to Force Majeure price increase request on August 12, 2022.
WHEREAS the AGREEMENT was for a two-year base period with three one-year options; and
WHEREAS the Basin Transit Board of Directors has provided authorization to exercise option year extensions;
NOW THEREFORE BE IT RESOLVED incorporating the foregoing recitals herein, for and in consideration of the promises and of the mutual covenants and agreements herein contained, SELLER and BASIN TRANSIT thereby agree as follows:
1. Per Section SP-3, Period of Performance, the period of contract performance is extended to exercise the third and final one-year option. The new Period of Performance is extended through September 7, 2026.
2. Per Section SP-5.3, Vehicle and Optional Feature Pricing, the price of the vehicles and of the optional features for each option period shall be the unit price established in the amended Schedule adjusted by PPI 1413 as stipulated in the Contract and amendment. For this one-year period, the price increase is 12.9%. The new pricing is attached to this Amendment and shall become effective for orders placed on or after September 8, 2025.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
CREATIVE BUS SALES, INC., MORONGO BASIN TRANSIT AUTHORITY a corporation
Nick Corley
Nick Corley, VP Public Sector Joe Meer, Director of Purchasing