AMENDMENT 1
STATE TERM CONTRACT NUMBER 25100000-16-1
Motor Vehicles
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT made effect October 26, 2016 , by and between Moore Family Management DBA: Rountree Moore Chevrolet, Cadillac, Nissan, hereinafter “Assignor”, having its principal office at 4316 W. US Hwy 90 Lake City, Florida 32055 and Lake City G Automotive Management, LLC DBA: Rountree Moore Chevrolet Cadillac;and Lake City N Automotive Management, LLC DBA: Rountree Moore Nissan hereinafter “Assignees”, having theirprinciple offices at 4282 W. US Hwy 90 Lake City, Florida 32055 and the State of Florida Department of Management Services hereinafter “Department” in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, witnesseth:
RECITALS
- Assignor entered into a state term contract with the Department on November 17, 2015, identified as Motor Vehicles 25100000-16-1, hereinafter “Contract”;
- Assignor wishes to assign all of its rights and obligations under the Contract to Assignees; and
- The General Contract Conditions or Paragraph 29 of the PUR 1000 (incorporated by referenced into the Contract) requires the prior written consent of the Department to assign this Contract;
- Assignor represents that Assignees can assume and fully perform the Contract;
- In support of this assignment, Assignees represents that it can assume and fully perform the Contract as reflected in the attached letter to the Department.
NOW THEREFORE, for the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
- The above recitals II, IV and V, are stated by Assignor and Assignees as true, intended by Assignor and Assignees to induce the Department to enter into this Assignment Agreement, and are incorporated by reference as if fully stated herein.
- Assignor and Assignees hereby agree that the Assignor shall assign all its right, title, and interest, and delegate all its obligations responsibilities and duties, in and to the Contract, to Assignees.
- The Department consents to the assignment.
- Assignees hereby accepts the assignment of all of Assignor’s obligations responsibilities and duties under the Contract and all of Assignor’s right, title and interest in and to the Contract.
- The parties agree that this Assignment Agreement operates as an assignment of the Contract, establishing a new contractual relationship is hereby entered into by and between the Department and Assignees.
- Assignor agrees to defend and indemnify the State of Florida from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignor’s performance prior to the assignment of the Contract
- Assignees agrees to indemnify the State of Florida from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignees’ performance after the assignment of the Contract.
- The Department in executing its consent to this Assignment, does not release Assignor from any claims or remedies it may have against Assignor arising prior to the effective date of the assignment of the Contract.
- Through this Assignment Assignor’s book of business related to this Contract has be divided among the Branded product lines consistent with the Contract pricing schedule. Assignment does not alter, expand or decrease the required offerings under Contract.
The following Amend the Contract with the latest State approved Contract terms:
- Public Record: The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing public access to all documents, papers, letters or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from section 24(a) of Article I of the State Constitution and section 119.07(1), F.S.
Solely for the purposes of this section the contract manager is the agency custodian of public records, unless another is designated per (e), below.
If, under a resulting contract or purchase order, the Contractor is providing services and is acting on behalf of a public agency, as provided by section 119.0701, Florida Statutes. The Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service;
(b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the contract term and following the completion of the contract if the contractor does not transfer the records to the public agency;
(d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency; and
(e) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS ATTHE TELEPHONE NUMBER, EMAIL ADDRESS AND MAILING ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER.
- Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida.
- Cooperation with Inspector General. Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State (available at: whichever is longer. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized
- State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include, but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees.
- To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract remain in full force and effect.
- Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party.
IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written by their duly authorized representatives.
State of Florida, Assignor:Moore FamilyManagementDepartment of Management Services: DBA: Rountree Moore
Chevrolet, Cadillac Nissan
By: ______By: ______
Name:______Name:__RickHoening______
Title: ______Title: _Comm./ Gov. Saes Director___
Date: ______Date: ______
Assignee: Lake City G Automotive
Management, LLC
DBA: Rountree Moore
Chevrolet Cadillac
By: ______
Name: ____Rick Hoening______
Title: _ Comm./ Gov. Sales Director
Date: ______
Assignee: Lake City N Automotive
Management, LLC
DBA: Rountree Moore
Nissan
By: ______
Name: ____Rick Hoening______
Title: _ Comm./ Gov. Sales Director
Date: ______
Table of Contents
Section 1Introduction
1.1Bid
1.2Solicitation Overview
1.3Definitions
1.4Term
1.5Contract Objective
1.6Timeline of Events
1.7Order of Precedence for Solicitation
1.8Procurement Officer
1.9Limitation on Contact with Government Personnel
1.10Special Accommodations
1.11Lobbying Disclosure
1.12ITB Process
1.12.1Question Submission
1.12.2Solicitation Addenda
1.12.3Protest of Terms, Conditions, and Specifications
1.12.4Public Opening
1.12.5Electronic Posting of Notice of Intended Award
1.12.6Protest of Notice of Intended Award
1.13Firm Response
1.14Modification or Withdrawal of Bid
1.15Cost of Response Preparation & Independent Preparation
1.16Taxes
1.17Disclosure of Bid Contents
1.18Contract Formation
Section 2Instructions to Bidders
2.1General Instructions
2.2Special Instructions
2.2.1MFMP Registration
MyFloridaMarketPlace Vendor Registration
2.2.2How to Submit a Bid
2.2.3Sourcing Tips and Training
2.2.4Who May Respond
2.2.5Manufacturer’s Name and Approved Equivalents
2.2.6Mandatory Requirements or Conditions
2.2.7Bidder Qualification Questions
2.3Contents of Bid
2.3.1Part 1 - Vendor Information (Attachment B)
2.3.2Part 2 - Past Performance (Attachment C)
2.3.3Part 3 - Price Sheet Submission
2.3.4Part 4 - Other Information
2.4Full-Service Repair Facilities
2.5Supporting Documents
2.6Evaluation Criteria
2.7Alternate Responses
2.8Basis of Award
2.8.1Commodity Code 25101702, Police Vehicles;
2.8.2Commodity Code 25101702, Police Vehicles;
2.8.3Commodity Code Group Nos.:
2.8.4Commodity Code Group Nos.:
2.9Preference to Florida Vendors
2.10Tie Bids
2.11Rejection of Bids
2.12Minor Irregularities/Right to Reject
2.13Redacted Submissions
2.14Additional Information
Section 3Description of Scope
3.1Scope
3.2Commodity Specifications and Standards
3.3Options (OEM or Identified Aftermarket), Features, and Components
3.4Luxury or Sport Vehicles or Features
3.5Installation
3.5.1Body Transfer and 3rd Party Body Installations
3.6Federal and State Standards
3.7Acceptable Publications
3.8Testing
3.9Warranty
3.10Recall(s)
3.11Manufacturer’s Last Order Date, Production Notification, and Vehicle Change
3.12Ordering Instructions
3.12.1Vehicle Needs
3.12.2Price Quotes
3.12.3DMS Approval (State Agency Only)
3.12.4Purchase Order
3.13Acknowledgement of Order
3.13.1Accept Order
3.14Transportation and Delivery
3.15Final Inspection and Acceptance
3.16Commodity Compliance and Compatibility
3.17Commodities Title and Registration
Section 4Contract Conditions
4.1General Contract Requirements
4.2Special Contract Requirements
4.2.1Cooperation with the Inspector General
4.3Pricing
4.4Financial Consequences for Nonperformance
4.5Contract Overlap
4.6Additions and Deletions
4.7Price Adjustment
4.8Ceiling Prices
4.8.1Charges and Fees
4.9OEM Options Discount
4.10Routine Communications
4.11Compliance with Laws, Rules, Codes, Ordinances, and Licensing Requirements
4.12Insurance Requirements
4.13Notice of Legal Actions
4.14Public Records
4.14.1Access to Public Records
4.14.2Protection of Trade Secrets or Other Confidential Information
4.14.3Retention of Records
4.15Annual Appropriations
4.16Renewal
4.17Cancellation
4.18Intellectual Property
4.19Gifts
4.20Vendor Ombudsman
4.21Monitoring by the Department
4.22Scrutinized Company List
4.23Business Review Meetings
4.24E-Verify
4.25Manufacturer as the Contractor
4.26Subcontracting
4.27Performance Qualifications
4.28Contract Reporting
4.28.1Quarterly Sales Report (Contract Deliverable)
4.28.2MFMP Transaction Fee Reports
4.28.3Preferred Pricing Affidavit Requirement (Attachment F)
4.28.4Savings / Price Reductions (Attachment G)
4.28.5Diversity Reporting
4.29Contract Termination
4.29.1Termination for Convenience
4.29.2Termination for Cause
4.30Force Majeure
4.31Additional Provisions
Section 5Attachments
Attachment ATimeline (section 1.6)
Attachment BVendor Information Form (section 2.3.1)
Attachment CPast Performance Form (section 2.3.2)
Attachment DPrice Sheet (section 2.3.3)
Attachment EState of Florida Drug-Free Workplace Certification (section 2.3.4.3)
Attachment FPreferred Pricing Affidavit (section 2.3.4.4)
Attachment GSavings/Price Reduction Form (section 2.3.4.5)
Attachment HMSRP Certification (section 2.3.4.6)
Attachment IPrice Quote Form (PQF) (section 3.12.2)
Attachment JVendor Acknowledgement of Order Form (section 3.13)
Attachment KRequest for Purchase of Mobile Equipment (section 3.12.3)
Attachment LSample Price / Model Update Form (section 4.7)
Attachment MQuarterly Sales Report (section 4.28.1)
Attachment NStandard Draft Contract
Attachment OSolicitation Checklist
Section 1Introduction
1.1Bid
The State of Florida Department of Management Services, Division of State Purchasing (Department) is issuing this Invitation to Bid (ITB) to replace the current State Term Contract (STC) for Motor Vehicles.
The Department intendsto solicit for, and enter into contracts with,responsive and responsible Contractors according to the criteria defined herein, for the provision of Commodities and contractual services described within this solicitation under the authority and criteria established by section287.057, Florida Statutes.
Rule 60A-1.044(1), Florida Administrative Code, defines an STC as “indefinite quantity contracts competitively procured by the Department pursuant to section 287.057, Florida Statutes,available for use by Eligible Users.”
This solicitation shall be administered using the MyFloridaMarketPlace (MFMP) Sourcing Tool. Vendors interested in submitting a response or bidshall comply with all of the terms and conditions described in this ITB. Information about submitting a response or bid can be found in Instructions to Bidders, section2 of this solicitation.
1.2Solicitation Overview
The current STC formotor vehicles has an estimated average annual spending volume of approximately $25 million dollars for State Agencies. Estimated spending volume is for informational purposes only and must not be construed as representing actual, guaranteed, or minimum purposes under any new contract. Customers include State Agencies and other Eligible Users. See section 2.8for information regarding Basis of Award.
1.3Definitions
Definitions contained in section 287.012, Florida Statutes, Rule 60A-1.001, Florida Administrative Code, Form PUR 1000 and Form PUR 1001 are incorporated by reference, and apply to this solicitation. These definitions apply in both their singular and plural sense.
1.3.1Bidder
One who submits a response to this Invitation to Bid (ITB).
1.3.2Commodity(ies)
A tangible good, which may or may not meet the specifications herein. Commodities under this contract are the Representative Base Model Vehicle and any OEM or Identified Aftermarket Options associated with each Representative Base Model Vehicle.
1.3.3Commodity Code(s)
The State of Florida specified numeric code for classifying Commodities and contractual services which meet specific requirements, specifications, terms, and conditions herein. Florida has adopted the United Nations Standard Products and Services Code (UNSPSC) for classifying commodities and services.
1.3.4Component, Feature or Configuration
An element, piece, part, module, package, element group, piece group, parts group, module group, or package group of a Commodity, Representative Model, OEM Option, Identified Aftermarket Option, or Representative Base Model Vehicle.
1.3.5Confidential Information
Any portion of a Bidder’s documents, data, or records disclosed relating to its response that the Bidder claims is confidential and not subject to disclosure pursuant to Chapter 119, Florida Statutes, the Florida Constitution, or any other authority that is clearly marked “Confidential”.
1.3.6Contract
The agreement that results from this competitive procurement, if any, between the Department and the Contractor identified as providing the best value to the State. (This definition replaces the definition in the PUR 1000).
1.3.7Contractor(s)
The Vendor that has been awarded and contracts to provideMotor Vehicles, which meet the requirements, specifications, terms, and conditions herein, to State Agencies and other Eligible Users.
1.3.8Dealer(s)
A Manufacturer’s certified representative authorized by the Manufacturer to market, sell, provide, and service the Commodities and services of the Manufacturer responsive to this solicitation. Dealers may be Contractor owned and controlled, in whole or in part or independently owned and controlled.
1.3.9Eligible User
As defined in Rule 60A-1.005, Florida Administrative Code.
1.3.10EPA / Industry Class
The U.S. Environmental Protection Agency’s categorization of vehicles. The size class for cars is based on interior passenger and cargo volumes (Cu. Ft.). The size class for trucks is defined by the gross vehicle weight rating (GVWR), which is the weight of the vehicle and its carrying capacity.
1.3.11Group
A series of commodities with applicable commodity codes which are described in section3.2, Commodity Specifications and Standards.
1.3.12Identified Aftermarket Option(s)
A new and unused component, feature, or configuration specified by the Department as equipment for the Base Vehicle Representative Model specification, that is intended for the specific Vehicle and meets the requirements, specifications, terms, and conditions herein, and is installed to or uninstalled from the Base Vehicle Representative Model by the awarded Contractor.
1.3.13MSRP
An acronym for the Manufacturer’s Suggested Retail Price. It represents the Manufacturer’s recommended retail selling price, list price, published price, or other usual and customary price that would be paid by the purchaser for specific commodities or equipment models, and contractual services without benefit of a contract resulting from the solicitation, if awarded.
MSRPsshall be formally published by the manufacturer, publicly listed and available, and verifiable by the Department.
1.3.14MSRP List
The Manufacturer’s Suggested Retail Price List, a collection of MSRPs and related information broken down by specific commodities or equipment models. In the priority listed below, only the following are acceptable sources of current MSRPs and MSRP Lists for use under the solicitation and resulting Contract, if awarded:
- Manufacturer’s Annual U.S. Price Book,
- Manufacturer’s official website, and
- Chrome DataTM Carbook Fleet Edition.
1.3.15Manufacturer/ Brand
The original producer or provider of Motor Vehicles responsive to this solicitation.
1.3.16Non-Identified Aftermarket Options(s)
An optional new and unused component not specified, feature, or configuration not included in the Base Representative Vehicle Model specifications or options identified by the Department but may be installed to or uninstalled from the State of Florida Representative Base Model Vehicle by the Manufacturer, Dealer, Port, or Eligible User, if ordered by the Eligible User.