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GROUP 40500-22904 VEHICLES, Class 3-8 (Statewide)PAGE 7“Grand Total Evaluation Price for Mini-Bid” shall mean the dollar amount used to evaluate the Mini-Bid.Automatically calculated as the sum of the Total Evaluation Price for Item for all Items included in the Mini-Bid.“GVWR” shall refer to Gross Vehicle Weight Rating, which means the maximum total Vehicle weight, measured atthe tire-ground interfaces, for which the Vehicle possesses components adequately rated to safely carry.“Item” shall refer to a Chassis and/or Body included in Form A (Class 3-8): Mini-Bid Request. Form A (Class 3-8):Mini-Bid Request may include one or more Items.“Make” shall refer to the OEM company name of a Chassis or Body Model (e.g., Ford, International, Freightliner,Viking, Galion).“May” denotes the permissive in a contract clause or specification. “May” does not mean “required.” Also see“Shall” and “Must.”“Mini-Bid” shall refer to the competitive procurement process that a Contractor must participate in to provide aVehicle to an Authorized User under the Contract.“Mini-Bid Number” shall refer to the tracking number assigned by OGS to the Mini-Bid.“Model” shall refer to a particular brand of Chassis or Body sold by an OEM (e.g., (e.g., F450, DuraStar, M2-106,Proline, 450U).“Model Code” shall refer to the OEM code used to identify a particular subset of a Chassis or Body Model.“Model Year” shall mean the year used to designate a discrete Chassis or Body Model, irrespective of the calendaryear in which the Chassis or Body was actually produced, provided that the production period does not exceed 24months.“MSRP” shall refer to the Manufacturer’s Suggested Retail Price, as published by the OEM.“M/WBE” shall refer to a business certified with NYS Empire State Development (ESD) as a Minority and/orWomen-owned Business Enterprise“Must” denotes the imperative in a contract clause or specification. “Must” is synonymous with “required.” Also see“Shall” and “May.”“N/A” is a common abbreviation for not applicable or not available, used to indicate when information in a certainfield on a table is not provided, either because it does not apply to a particular case in question or because it is notavailable.“NYS Aftermarket Component Price” shall mean the total dollar amount charged to the Authorized User forAftermarket Components added to a Chassis or Body, inclusive of any discounts or installation fees.“NYS Body Base Price” shall mean the per unit NYS Contract Price for a Body, and includes any OEM fees, allcustoms duties and charges, all vehicle preparation and clean-up charges, installation charges, and all otherincidentals normally included with providing the Body to the Authorized User. The NYS Body Base Price does notinclude Aftermarket Components or the Delivery Charge.“NYS Chassis Base Price” shall mean the per unit NYS Contract Price for a Chassis, and includes any OEM fees,all customs duties and charges, all vehicle preparation and clean-up charges, NYS DMV inspection, installationcharges, and all other incidentals normally included with providing the Chassis to the Authorized User. The NYSChassis Base Price does not include Aftermarket Components or the Delivery Charge.“NYS Contract Price” shall mean the dollar amount charged to the Authorized User for Product provided underthe Contract.“NYS Chassis Discount” shall mean the actual percentage amount by which the Chassis Base MSRP is reducedfor NYS Contract purchases.“NYS Minimum Chassis Discount” shall mean the minimum percentage amount by which the Chassis BaseMSRP shall be reduced for NYS Contract purchases.Award 22904 Contract Template, XX/XX/2015

GROUP 40500-22904 VEHICLES, Class 3-8 (Statewide)PAGE 8“NYS Vendor ID” shall refer to the ten-character identifier issued by New York State when a vendor is registeredon the Vendor File.“OEM” shall mean Original Equipment Manufacturer.“OEM Pricelist” shall refer to the nationally published or internal document(s) issued by the Chassis or Bodymanufacturer which lists, among other things, an Option Code, description and MSRP for the OEM’s Product Line.“OGS” shall mean the New York State Office of General Services.“Options” shall refer to an accessory, equipment, or feature that is available from the OEM and that can be addedto, or deleted from, a Chassis or Body.“Option Code” shall refer to an alpha-numerical code (also known as Feature Code) used by an OEM to identify aparticular feature or Option included with, or available for, a Chassis or Body.“Pre-Existing Inventory” shall refer to Chassis or Bodies that were manufactured by the OEM prior to posting ofthe Mini-Bid. Pre-Existing Inventory may either be located at the Contractor’s business location, or other DeliveryOrigin.“Procurement Services” shall mean a division of the New York State Office of General Services which isauthorized by law to issue centralized, statewide contracts for use by New York agencies, political subdivisions,schools, libraries and others authorized by law to participate in such contracts. Procurement Services was formerlyknown as Procurement Services Group (PSG) and New York State Procurement (NYSPro).“Product Line” shall mean a group of related products manufactured by a single company, or offered by acompany in their usual course of business.“Region” shall refer to a grouping of New York State counties as set forth in the Delivery Allowance Schedule(DAS) in Section III.1.7 Delivery Allowance Schedule.“Shall” denotes the imperative in a contract clause or specification. “Shall” is synonymous with “required.” Also see“Must” and “May.”“Small Business” as defined in State Finance Law Section 160(8).“State Agency(ies)” shall refer to all New York State departments, offices or institutions, including ExecutiveAgencies.“Total Evaluation Price for Item” shall mean the dollar amount used in a Mini-Bid for evaluation of an Item cost.Automatically calculated as the sum of the following:(1) Total NYS Contract Price (Chassis);(2) Total NYS Contract Price (Bodies); and(3) Total Delivery Charge for Vehicles;“Total NYS Contract Price” shall mean the NYS Contract Price (Chassis or Body) multiplied by the Total numberof Chassis or Bodies.“Vehicle(s)” shall mean a mobile machine that may be used to transport passengers or cargo. All components ofthe Class 3-8 Vehicle(s) provided under a Mini-Bid (i.e., Chassis, Bodies, and Complete Vehicles), includingassociated Aftermarket Components, are collectively referred to as “Vehicle(s)” in this Contract.“Vehicle Marketplace” shall refer to the OGS processes for conducting a Mini-Bid under this Contract, as set forthin Section II.11 Procurement Method.Award 22904 Contract Template, XX/XX/2015

GROUP 40500-22904 VEHICLES, Class 3-8 (Statewide)PAGE 9SECTION II: GENERAL TERMS AND CONDITIONSThis section sets forth the general terms and conditions of the Contract.II.1APPENDIX AAppendix A: Standard Clauses for New York State Contracts, dated January 2014, attached hereto, is herebyexpressly made a part of this Contract as fully as if set forth at length herein.II.2APPENDIX BAppendix B: Office of General Services General Specifications, dated May 2015, attached hereto, is herebyexpressly made a part of this Contract as fully as if set forth at length herein and shall govern any situations notcovered by this Contract or Appendix A.II.2.1APPENDIX B MODIFICATIONSThe following Appendix B clause is hereby modified for the purposes of this solicitation:A. Section 32, Product Delivery, is deleted in its entirety and replaced with Section III.5 of this Contract,Delivery.II.3APPENDIX CAppendix C: Class 3-8 Vehicles Contract Documents, is hereby expressly made part of this Contract as fully as ifset forth at length herein.II.4CONFLICT OF TERMSConflicts among the documents in the Contract shall be resolved in the following order of precedence:A. Appendix A: Standard Clauses for New York State Contracts;B. This document (Base Agreement), the portion of the Contract preceding the Parties’ signatures;C. Appendix B: Office of General Services General Specifications; andD. Appendix C: Class 3-8 Vehicles Contract Documents.II.5MERCURY ADDED CONSUMER PRODUCTSContractor agrees that it shall not sell or distribute fever thermometers containing mercury or any products containingelemental mercury for any purpose under this Contract.II.6ENVIRONMENTAL ATTRIBUTES AND NYS EXECUTIVE ORDER NO. 4New York State is committed to environmental sustainability and endeavors to procure products with reducedenvironmental impact. One example of this commitment may be found in Executive Order No. 4 (Establishing aState Green Procurement and Agency Sustainability Program), which imposes certain requirements on stateagencies, authorities, and public benefit corporations when procuring commodities, services, and technology. Moreinformation on Executive Order No. 4, including specifications for offerings covered by this Contract, may be foundat http://ogs.ny.gov/EO/4/Default.asp. The Executive Order No. 4 specification for lubricating oil, high detergent,adopted in February 2009, for example, specifies that where lubricating oil with post-consumer material content isavailable at a competitive cost and meets the entity’s form, function and utility requirements, all affected stateentities shall, to the maximum extent practicable, purchase lubricating oil that meets or exceeds a minimumpercentage of post-consumer material content by weight of 55 percent. State entities subject to Executive OrderNo. 4 are advised to become familiar with the specifications that have been developed in accordance with theOrder, and to incorporate them, as applicable, when making purchases under this Contract.Award 22904 Contract Template, XX/XX/2015

GROUP 40500-22904 VEHICLES, Class 3-8 (Statewide)II.7PAGE 10USE OF RECYCLED OR REMANUFACTURED MATERIALSNew York State supports and encourages contractors to use recycled, remanufactured or recovered materials inthe manufacture of products and packaging to the maximum extent practicable without jeopardizing theperformance or intended end use of the product or packaging unless such use is precluded due to health or safetyrequirements or product specifications contained herein. Refurbished or remanufactured components or productsare required to be restored to original performance and regulatory standards and functions and are required tomeet all other requirements of this bid solicitation. Warranties on refurbished or remanufactured components orproducts must be identical to the manufacturer's new equipment warranty or industry's normal warranty whenremanufacturer does not offer new equipment. See "Remanufactured, Recycled, Recyclable or RecoveredMaterials" in Appendix B, OGS General Specifications.II.8DEALER CERTIFICATIONContractor and third party businesses used to satisfy Mini-Bid Requests under the Contract shall be a Dealer forthe Chassis and Body OEM(s) offered under the Mini-Bids, and be identified as such in Appendix C: Class 3-8Vehicles Contract Documents: Number 1: Contractor Information. The Contractor shall provide certification of thatstatus, in the form of Attachment 1: Bid Documents (Paper), Section D: Manufacturer's Certificate, upon request byOGS or an Authorized User. A Contractor may submit a Mini-Bid response for a Chassis or Body OEM to beprovided by a Dealer that is not set forth in Appendix C: Class 3-8 Vehicles Contract Documents: Number 1:Contractor Information, provided that the Contractor provides certification of Dealer status, in the form ofAttachment 1: Bid Documents (Paper), Section D: Manufacturer's Certificate, for the provider of the Chassis orBody to OGS and the Authorized User upon tentative award of the Mini-Bid.II.9INSURANCE REQUIREMENTSContractor shall comply with the insurance requirements as described in Appendix C: Number 3: InsuranceRequirements. If requested by Procurement Services, Contractor must provide proof of current insurance,certifications, licensing, etc. throughout the Contract term.II.10NEW YORK STATE VENDOR RESPONSIBILITYIf it is found by the State that the Contractor’s responses to the Vendor Responsibility Questionnaire wereintentionally false or intentionally incomplete, on such finding, OGS may terminate the Contract. Contractor agreesit shall recertify its Questionnaire no later than the end of the eleventh month of each Contract year.The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if requestedby the Commissioner of OGS or her designee, to present evidence of its continuing legal authority to do business inNew York State, integrity, experience, ability, prior performance, and organizational and financial capacity.The Commissioner of OGS or her designee, in his or her sole discretion,

This Contract sets forth the terms and conditions governing the acquisition (purchase) of new Vehicles, (including Chassis, Bodies, Complete Vehicles, and associated Options and Aftermarket Components), as specified herein. This Contract is for the following Class Vehicles: Class 3 (10,001 to 14,000 lbs GVWR.), Class 4 (14,001 to 16,000