Contract # E194- 81688
Gillig Electric Buses
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1 DATE: 7/1/19
2 CONTRACT PERIOD: 7/1/19 thru 6/30/21
3 PURPOSE: Contract Award
4 AUTHORIZED USERS:
Ref. Section 2
5 CONTRACTOR’S eVA
VENDOR ID#:
E39326
6 CONTRACTOR: Gillig, LLC
7 CONTRACTOR CONTACT:
Ref. Section 1
8 PAYMENT TERMS: Net 30
9 DELIVERY: F.O.B. Destination
10 MINIMUM ORDER: No Minimum Order Required
11 CONTRACT PRICES:
Ref. Section 4
12 DPS CONTRACT OFFICER:
Dennis Donahue
Phone: 804-786-5410
[email protected]
ADDITIONAL COPIES OF CONTRACTS AND ANY ASSOCIATED CONTRACT CHANGES ARE AVAILABLE ON THE DPS WEBSITE: www.eva.virginia.gov under the State Contracts webpage.
This contract is the result of a competitive bid program and its use is optional. This contract is a cooperative agreement. Therefore, in addition to Authorized Users referenced above, other government bodies and entities outside of Virginia may use this contract.
Contract # E194- 81688
Gillig Electric Buses
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TABLE OF CONTENTS
SECTION
DESCRIPTION
1 CONTRACTOR INFORMATION
2 GENERAL INSTRUCTIONS
3 SCOPE OF WORK AND SPECIAL TERMS AND CONDITIONS
4 GOODS & PRICING SCHEDULE, WARRANTY INFORMATION
5 CONTRACTOR SERVICE AND PARTS SUPPORT DATA
6 THIRD PARTY PARTICIPANTS REPORT
7 FEDERAL CERTIFICATIONS
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Gillig Electric Buses
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1. CONTRACTOR INFORMATION
Contractor
eVA Vendor
ID# Location Address Contact Information
Gillig, LLC
E39326
451 Discovery Drive
Livermore, CA 94551
James Ryan, Sales Manager
Tel.: 510-325-6958
Fax: 510-785-6819
Email: [email protected]
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2. GENERAL INFORMATION
1. Ordering Method: All departments, institutions and agencies of the Commonwealth of Virginia (Commonwealth) using this contract must order items by issuing purchase orders through eVA. The orders will be governed by this agreement and the terms and conditions contained in the separate agreement for participation in eVA executed by the contractor.
2. Purchase Order Information: When placing an eVA catalog order, each line of the requisition must be identified with the correct Contractor Name and Location (eVA Vendor ID#), contract item number, full item description and the contract unit price. The ex act Contract Number, as shown on page 1, must be inserted in the Contract Number field for each line item of the eVA requisition. Purchase orders not bearing the correct contract number in the appropriate location will be non- compliant and may not be considered a purchase against this contract.
3. Ordering Entity Acceptance: Inspection and acceptance upon delivery and approval of contractor’s invoice is the responsibility of the receiving entity.
4. Complaints: Any complaint that is due to a violation or breach of the Contract provisions shall be reported on an official DPS “PROCUREMENT COMPLAINT FORM.” To facilitate notification, this form shall be completed by the Virginia ordering entity and sent to the contract vendor, with a copy sent to DPS to the address shown on the form. Contract vendors shall also use this form to initiate complaints concerning Virginia entities. This form may be downloaded from the internet at the following link http://eva.virginia.gov and clicking on “I Buy for Virginia.”
5. Changes: Any changes whether for increases or decreases in pricing, delivery terms or additional options must be approved by the Division of Purchases and Supply in advance of issuance of the purchase order.
Disputes between the ordering agency and the vendor will be resolved in accordance with the terms of the contract and any change orders/renewals unless prior approval was granted by DPS.
6. Authorized Users : Unless otherwise instructed by the Division of Purchases and Supply (DPS), all state agencies, institutions of higher education, and other public bodies and entities are authorized to use the Contract by the Code of Virginia § 2.2- 1110.Additionally, those specified by the Code of Virginia §2.2- 1120, to include private institutions of higher education chartered in Virginia and granted tax -exempt status under §501(c)(3) of the Internal Revenue Code.
The Metropolitan Washington Council of Governments (MWCOG) and members of MWCOG shall also be included as Authorized Users of this Contract.
Third party users as referenced herein Section 3-E “Use of Agreement by Third Parties.”
7. Copies of Contract-Related Documents shall be requested directly from the contractor. Such documents may include the solicitation (Invitation for Bids- IFB #2712 dated 3/11/19), contractor’s bid response, signed FTA Certificates i.e. Buy America, Compliance w/ Buy America Rolling Stock Requirements and other related documents.
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Gillig Electric Buses
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3. SCOPE OF WORK AND SPECIAL TERMS AND CONDITIONS
A. SCOPE OF WORK
Contractor shall provide and deliver 12 year, low floor battery- powered electric transit buses per the specifications described in Section 4 “Goods & Pricing Schedule, Warranty Information” and be compliant with current Federal Transit Administration (FTA) and Fixing Americas Surface Transportation (FAST) Act regulations, upon delivering and invoicing.
All buses shall be powered by an electric propulsion system and be new and unused. Buses shall hav e a minimum expected life of twelve (12) years or 500,000 miles, whichever comes first.
B. CANCELLATION OF CONTRACT
The purchasing agency reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days wr itten notice to the contractor. In the event the initial contract period is for more than 12 months, the resulting contract may also be terminated by the contractor, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.
C. TERM / RENEWAL OF CONTRACT
The initial period of the contract will be for two (2) years, with three (3) potential one – year renewal periods. Therefore the initial term will be July 1, 2019 through June 30, 2021. This contract may be renewed by the Commonwealth upon written agreement of both parties under the terms of the current contract, and at a reasonable time (approximately 90 days) prior to the expiration.
D. PRICE ESCALATION / DE -ESCALATION: Price adjustments may be permitted for changes in the contractor’s cost of materials not to exceed the increase in the following index/indices: Bureau of Labor Statistics “Table 9- Producer Price Index for Truck and Bus Bodies, Series No. 1413.” No price increases will be authorized for 365 calendar days after the effective date of the contract. Price escalation may be permitted only at the end of this period and each 365 days thereafter and only where verified to the satisfaction of the purchasing office. However, “across the board” price decreases are subject to implementation at any time and shall be immediately conveyed to the Commonwealth.
Contractor shall give not less than 60 days advance notice of any price increase to the purchasing office. A ny approved price changes will be effective only at the beginning of the calendar month following the end of the full 60- day notification period. The contractor shall document the amount and proposed effective date of any general change in the price of materials. Documentation shall be supplied with the contractor’s request for increase which will: (1) verify that the requested price increase is general in scope and not applicable just to the Commonwealth of Virginia; and (2) verify the amount or percentage of increase which is being passed on to the contractor by the contract or’s suppliers.
The purchasing office will notify the using agencies and contractor in writing of the effective date of any increase which it approves. However, the contractor shall fill all purchase orders received prior to the effective date of the pric e adjustment at the old contract prices. The contractor is further advised that decreases which affect the cost of materials are required to be communicated immediately to the purchasing office.
E. USE OF AGREEMENT BY THIRD PARTIES
In accordance with the Code of Virginia § 2.2- 4304, entitled “Cooperative Procurement,” the intent of this Contract is to allow for such cooperative procurement to the maximum extent possible outside the Commonwealth. Accordingly, any public body or public institution or other FAST Act grantee outside the Commonwealth shall also be deemed an “Authorized User” for purposes of using this Contract and may access and use this Contract, in accordance with the ordering provisions governing this Contract, together with all other Contract terms and conditions herein.
Participation in this cooperative procurement by any Authorized User in Virginia or outside Virginia is optional.
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This Contract may be used by Authorized Users to purchase goods and/or services in accordance with prices listed in Section 4 “Goods & Pricing Schedule, Warranty Information” attached hereto and incorporated herein.
This is a master contract and no modification of the Contract or an assignment agreement from Virginia is required for a third party Authorized User to participate.
Copies of Contract -Related Documents shall be requested directly from the contractor. Such documents may include the solicitation (Invitation for Bids - IFB #2712 dated 3/11/19), contractor’s bid response, and signed FTA certificates i.e. Buy America, Compliance w/ Buy America Rolling Stock Requirements and other related documents.
Each Authorized User shall accept sole responsibility for placing orders and/or payments directly with the Contractor and will fully and independently administer their use of this Contract to include contractual disputes, and invoicing and payments, without direct involvement from DPS. The Commonwealth and DPS shall have no liability or responsibility for any payment or performance dispute associated with an order, and the Authorized User and Contractor agree that they shall look solely to each other for an y relief associated with the Order. In no event shall any dispute or breach regarding one or more orders by Authorized Users be grounds for the Contractor to terminate this Contract or pursue any other sort of relief against the Commonwealth, DPS, or Authorized Users who did not place the order(s) in dispute.
Notwithstanding General Term and Condition “B” (“APPLICABLE LAWS AND COURTS”), with respect to Authorized Users located outside of Virginia, the laws and regulations of the state in which the Authorized User is located, without regard to such state’s choice- of-law provisions, will govern this Contract as it applies to orders placed by that Authorized User, and any litigation with respect to that Authorized User’s orders shall be brought and maint ained only in the appropriate state court of competent jurisdiction of the state in which the Authorized User is located.
Notwithstanding General Term and Condition “A” (“VENDORS MANUAL”), the procedure for filing contractual claims against an Authorized User located outside Virginia shall be the procedure for filing claims against public bodies as specified by the laws of the state in which that Authorized User is located. If the laws of the state in which an Authorized User is located require inclusion of specific terms in contracts of public bodies in that state, then those terms are deemed to be incorporated by reference in this Contract for purposes of orders from that Authorized User, unless such terms impose materially greater burdens on the Contrac tor and the Contractor notifies the Authorized User of this fact in writing promptly after receiving the order, in which case the order shall be deemed cancelled. The above incorporation of terms applies only if the Authorized User includes in its purchas e order a specific reference to the specific statutes or regulations of that state which specify the additional required terms.
The use of the Contract does not preclude any participating Authorized User from using other agreements or competitive processes as their needs may require.
F. AUTHORIZED REPRESENTATIVES
This Contract may be modified in accordance with §2.2-4309 of the Code of Virginia. Such modifications may only be made by the representatives authorized to do so denoted below, or their duly authorized designees. No modifications to this contract shall be effective unless in writing and signed by the duly authorized representative of both parties, delineated below. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent to breach is in writing.
Authorized Representatives:
COMMONWEALTH OF VIRGINIA
Dennis Donahue, Contract Officer
1111 East Broad Street
Richmond, VA 23219
Tel.: 804-786-5410
Fax: 804-786-5413
Email: [email protected]
GILLIG, LLC
Joseph Policarpio, Vice President
Gillig, LLC
451 Discovery Drive
Livermore, CA 94551
Tel.: 800-735-1500
Fax: 510-785-6819
Email: [email protected]
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G. CONTRACTUAL DISPUTES
In accordance with Section 2.2- 4363 of the Code of Virginia, Contractual claims, whether from money or other relief, shall be submitted in writing to the purchasing agency no later than 60 calendar days after final payment; however, written notice of the Contractor’s intention to file such claim must be given to such agency at the time of the occurrence or beginning of the work upon which the claim is based. Pendency of claims shall not delay payment of amounts agreed due in the final payment. The purchasing agency shall render a final decision in writing within thirty (30) days after its receipt of the Contractor’s written claim.
The Contractor may not invoke any available administrative procedure under Section 2.2- 4365 of the Code of Virginia nor institute legal action prior to receipt of the purchasing agency’s decision on the claim, unless that agency fails to render its decision within thirty (30) days. The decision of the purchasing agency shall be final and conclusive unless the Contractor, wi thin six (6) months of the date of the final decision on the claim, invokes appropriate action under Section 2.2- 4364, Code of Virginia, or the administrative procedure authorized by Section 2.2-4365, Code of Virginia.
The Department of General Services, its officers, agents and employees, including without limitation, the Contracting Officers, are executing this Agreement and any Orders issued hereunder, solely in its or their statutory and regulatory capacities as agent of the Commonwealth agency purchasing and receiving the goods or services in question sand need not be joined as a party to any dispute that may arise there under.
In the event of any breach by the Commonwealth, Contractor’s remedies shall be limited to claims for damages and Prompt Payment Act interest and, if available and warranted, equitable relief, all such claims to be processed pursuant to this Section. In no event shall Contractor’s remedies include the right to terminate any license or support services hereunder.
H. DELIVERY AND PRICING
Base prices for third party customers outside of Virginia, is included in Section 4 “Goods and Pricing Schedule,” Part 2, “Net Price.” Delivery costs to third party customers outside of Virginia, should not exceed the contractor’s actual out-of-pocket cost of shipping to that Authorized User’s actual location by the most economical method with no mark- up. Delivery price should be agreed upon by both parties
For sales to Virginia entities and ship to locations in Virginia, all vehicles and related equipment shall include delivery - FOB destination unless otherwise stated in the body of the order. Delivery charges for Virginia customers is included in Section 4 “Goods and Pricing Schedule,” Part 2, “Total Bid Price. “
The Agency shall assume risk of loss of vehicles and related equipment upon acceptance. Prior to acceptance, the Contractor shall assume risk of loss of vehicles and related equipment, including any damages sustained during the delivery regardless of the status of title or any payments related to the bus. If the bus is released back to the Contractor for any reason, then the Contractor assumes risk of loss upon such release. The Contractor shall deliver the buses with an installed, functioning battery or Energy Storage System (ESS) charged with at least 25 kW of usable energy.
Upon delivery, Authorized Users shall inspect buses with qualified Contractor personnel before accepting the bus.
Following acceptance of the bus, the bus shall be put in service by qualified Contractor personnel, who shall provide training for the Authorized User. Training shall include operation and maintenance of the bus, all systems , accessories, operating procedures, and safety requirements. Placing the bus in service shall be held at a date and time to be agreed upon by the Contractor and Authorized User.
I. FINANCIAL WARRANTY
Contractor shall ensure that the prices, discounts, incentives, and other financial terms (collectively, the “financial deal”) applicable to purchases under this contract is always at least as favorable to the purchaser as the financial deal that the contractor or its affiliates make available to any public body in Virginia for the same good(s)/service(s) outside this contract. Throughout the term of this contract, if contractor (or any affiliate) makes a better financial deal availabl e to a public body in Virginia for any good(s)/service(s) available under this contract, contractor shall immediately notify DGS of the details and, at DGS’s option, sign an amendment to this contract, so that an equivalent financial deal for the affected good(s)/service(s) is also available as an option under this contract. Contractor may request exemption if the better financial deal was for a spot purchase, and DGS shall grant such request if DGS in good faith finds that the Contract # E194- 81688
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spot purchase involved special circumstances affecting cost that would make it unfair to apply an equivalent financial deal outside of that spot purchase. Upon DGS’s request (and annually), Contractor shall submit to DGS an affidavit certifying full compliance with this Section. The contractor (and any affiliate) shall waive any contractual or other right that inhibits any public body in Virginia from disclosing to DGS or others the financial terms made available to the public body, and upon request from DGS, contractor shall ensure that a signed confir mation of the waiver is provided to the public body and DGS. As used in this Section, an affiliate is any entity that controls, is controlled by, or is under common control with, the contractor.
J. FIRST AID KITS
Each Bus shall be equipped with a First Aid kit (large size) and a Blood borne Pathogen kit. Price for the kits shall be included in the base bus price.
K. FTA / APTA REQUIREMENTS
For Buses delivered to Authorized Users under this Contract, Contractor shall be in compliance with then- current, requirements established by the Federal Transit Administration (FTA) and the American Public Transportation Association (APTA), and as published on the FTA’s and APTA’s current website, or any-then current website existing during the term of this Contract.
L. MAINTENANCE MANUALS:
The contractor shall provide with each piece of equipment an operations and maintenance manual , parts list, and a copy of all warranties.
M. EXTRA CHARGES NOT ALLOWED
Bid pricing shall be for complete delivery ready for the Commonwealth’s use and shall include all applicable freight and delivery charges; extra charges will not be allowed.
N. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS:
To ensure maximum transparency and public access to the Commonwealth's procurement opportunities, and consistent with Code § 2. 2-1110, all Authorized Users in the Commonwealth must submit orders directly with Contractor through the Commonwealth’s electronic procurement website, http://www.eva.virginia.gov.
The eVA Internet electronic procurement solution, web site portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration. All bidders must register in eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the bid being rejected.
This contract will result in multiple purchase order(s) with the applicable eVA vendor transaction fees assessed for each order from Commonwealth users. Vendor transaction fees are determined by the date the original purchase order is issued and the current fees are as follows:
For orders issued July 1, 2014, and after, the Vendor Transaction Fee is:
DSBSD-certified Small Businesses: 1%, capped at $500 per order.
Businesses that are not DSBSD-certified Small Businesses: 1%, capped at $1,500 per order.
Contractor shall notify the Commonwealth of Virginia, Division of Purchases and Supply (DPS) in writing by providing DPS a contract sales and usage report for any entities/participants using this Contract - which have been invoiced and paid by the Participating Entity.
O. ORDER CHANGES
Any changes to be made once a purchase order has been provided to the Contractor must be made between the Commonwealth ordering agency and the Contractor. Both parties shall agree in writing to any changes in the scope of work and any increase or decrease in the price that may result as a consequence of the changes. No Order changes may be made verbally. Only the Commonwealth ordering agency has the right to issue a Contract # E194- 81688
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change to any Purchase Order.
P. INVOICES AND PAYMENT
INVOICES:
Contractor shall submit the invoice(s) to the address designated on the Order no later than the 10th of the month following acceptance by the Authorized User of goods and services rendered. No invoice may include any costs other than those identified in the Order referencing the Contract. Invoice(s) shall provide at a minimum:
1. Name of the ordering entity
2. Entity point of contact name
3. Description of the goods and/or services provided
4. Contract number
5. Purchase order number
6. Invoice number
7. Invoice date
8. Invoice amount
PAYMENT:
Payment will be made within thirty (30) days for Commonwealth Agencies and forty-five (45) days for Commonwealth localities of receipt of a valid invoice for all goods and/or services received and accepted.
Payment is anticipated to be made by check or EDI.
Payment for Authorized Users outside the Commonwealth, shall be as agreed upon by contractor and Authorized User.
Q. REPORTING REQUIREMENTS:
Ref. Section 6 “Third Party Participants Report.” Contractors shall complete this form, send it to the DPS contract manager for 3rd party participants outside the state of Virginia, from whom Contractor has received a purchase order to begin work. Reports shall be provided quarterly.
R. TERMINATION FOR CONVENIENCE OF THE COMMONWEALTH:
The contract may be terminated for the convenience of the Commonwealth by delivering to the contractor a notice of termination specifying the extent to which performance under the purchase order or contract is terminated, and the date of termination. After receipt of a notice of termination, the contractor must stop all w ork or deliveries under the purchase order or contract on the date and to the extent specified. There shall be no penalty to the Commonwealth when a contract is terminated for convenience.
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4. GOODS & PRICING SCHEDULE, WARRANTY INFORMATION
See attached pages
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5. CONTRACTOR SERVICE AND PARTS SUPPORT DATA
See attached page
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6. THIRD PARTY PARTICIPANTS REPORT
Quarterly Report for Contractors
Contractors shall complete this form, send it to the DPS contract manager for third party participants from whom Contractor has received a purchase order to begin work
Contractor: ______________________________________________________________
Participant Name/City/State: __________________________________________________
Length of Bus / Model: _______________________________________________________
Purchase Order Date: _____________________
Purchase Order Qty: ______________________
Contractor: ______________________________________________________________
Participant Name/City/State: __________________________________________________
Length of Bus / Model: _______________________________________________________
Purchase Order Date: _____________________
Purchase Order Qty: ______________________
Contractor: ______________________________________________________________
Participant Name/City/State: __________________________________________________
Length of Bus / Model: _______________________________________________________
Purchase Order Date: _____________________
Purchase Order Qty: ______________________
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7. FEDERAL CERTIFICATIONS
See attached pages