Contract 2022-162ADocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
AGREEMENT No. 2022-162 FOR
TIRES, TUBES, AND SERVICES
THIS AGREEMENT, is made and entered into this 1 st day of March 2023, by and between the
CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of
Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to
as "CITY"), and THE GOODYEAR TIRE & RUBBER COMPANY, whose address is:
200 Innovation way, Akron, OH 44316, (hereinafter referred to as "CONTRACTOR").
WHEREAS, NASPO through the public procurement process awarded an Agreement for, Tires,
Tubes, and Services Contract Number 19101;
WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's
response thereto and Agreement in accordance with CITY's procurement policy; and
WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and
conditions of the NASPO Contract Number 19101;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The CONTRACTOR shall furnish tires, tubes, and services as described in the NASPO Contract
Number 19101, which is attached hereto and incorporated herein as Exhibit "A" and shall perform
everything required by this Agreement and the other exhibits attached hereto. Provided, however,
that nothing herein shall require CITY to purchase or acquire any items or services from
CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict
between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail
and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply.
2. THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the
Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and
incorporated herein.
TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties, and shall remain
in effect until March 31, 2024 unless terminated or renewed by NASPO.
B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice
to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's
convenience upon thirty (30) days written notice to CONTRACTOR b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of
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the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a
labor dispute, which threatens to have a substantial, adverse impact upon the performance
of this Agreement, without prejudice to any other right or remedy CITY may have under
this Agreement. In the event of such termination, CITY shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this
Agreement, for work, properly performed and accepted prior to the effective date of
4. �ftT6N OF SERVICES AND COMPLETION OF WORK
A. The CONTRACTOR shall only provide to CITY the services contained under the Scope
of Work upon receipt of an authorized order from CITY and shall provide the requested
items in the timeframe and as set forth in NASPO Contract Number 19101 or in the
specific purchase order or authorized order submitted by CITY. Nothing herein shall
obligate CITY to purchase any specific amount of product from CONTRACTOR or
create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall
not be obligated or required to pay for any items received until such time as CITY has
accepted the items in accordance with the order provided to CONTRACTOR.
B. CONTRACTOR, upon receipt of an order hereunder, shall promptly notify CITY if it has
an issue or question related to the fulfillment of the order or whether there will be any
delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will
preclude CONTRACTOR from seeking payment of any kind for any items that were
delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option
cancel the order and seek the items from any available source.
C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any
gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or
representative as in compliance with the terms of this Contract shall not operate as a
waiver by the CITY of strict compliance with the terms of this Contract and the CITY
may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas,
and bio-diesel so as to comply with the warranties and specifications hereof.
D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY
to purchase any minimum quantity of product during the term hereof.
5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall
submit an invoice to CITY upon completion of the services and delivery of products to CITY as
set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for
all accepted deliveries and undisputed product delivered and services provided, within thirty (30)
calendar days of receipt of the invoice.
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6. DISPUTE RESOLUTION - MEDIATION
6.1. Any claim, dispute or other matter in question arising out of or related to this Agreement
shall be subject to mediation as a condition precedent to the institution of legal or equitable
proceedings by either party. The parties shall select a mutually acceptable certified court
mediator for the State of Florida and shall equally share the mediator's fees. The mediation
shall be held in Clermont, Lake County, Florida unless another location is agreed toby the
parties.
7. INSURANCE AND INDEMNIFICATION RIDER
7.1. Worker's Compensation Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's
Compensation Insurance for all its employees connected with the work of this Project and, in case
any work is sublet, such insurance shall comply with the Florida Worker's Compensation Law. In
case any class of employees engaged in hazardous work under this Agreement at the site of the
Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall
provide adequate insurance, satisfactory to the CITY, for the protection of employees not
otherwise protected.
7.2. CONTRACTOR's Commercial General Liability Insurance
The CONTRACTOR shall take out and maintain or self -insure during the life of this Agreement,
Commercial General Liability and Business Automobile Liability Insurance as shall protect it from
claims for damage for personal injury, including accidental death, as well as claims for property
damages which may arise from operating under this Agreement whether such operations are by
itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall
be as follows:
A. CONTRACTOR's Commercial General Liability, $1,000,000 Each, ($2,000,000
aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to
provide coverage on an occurrence basis.
7.3. Indemnification Rider
A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold
harmless the CITY and its employees from and against all claims, damages, losses and
expenses, including but not limited to reasonable attorney's fees, arising out of or
resulting from its performance of the Work, provided that any such claim, damage, loss
or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself) , and (2) is caused in whole
or in part by any negligent act or omission of the CONTRACTOR anyone directly
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employed by them. Such obligation shall not be construed to negate, abridge, or
otherwise reduce any other right to obligation of indemnity which would otherwise exist
as to any party or person described in this Article; however, this indemnification does not
include the sole acts of negligence, damage or losses caused by the CITY and its other
contractors.
B. In any and all claims against the CITY or any of its agents or employees by any
employee of the CONTRACTOR, anyone directly by them shall not be limited in any
way by any limitation on the amount or type of damages, compensation or benefits
payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's
compensation acts, disability benefit acts or other employee benefit acts.
C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and
valuable consideration from the CITY for the indemnification provided herein.
D. Authorized independent dealers ("Dealers") are not agents, employees, volunteers or
subcontractors of Contractor and Contractor is not responsible for Dealers' acts or
omissions. Each Dealer providing services under this Contract will be responsible for its
own acts or omissions [if applicable- and will not provide goods or services under this
Contract until it has signed an Independent Dealer Agreement reasonably satisfactory to
the City.
8. NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with return
receipt requested and postage prepaid, or by nationally recognized overnight courier service to the
address of the party set forth below. Any such notice shall be deemed given when received by the
party to whom it is intended.
A. CONTRACTOR:
Goodyear Tire & Rubber Company
Attn: Jeff Goodenow
200 Innovation way, Akron, OH 44316
A. OWNER:
City of Clermont
Attn: Brian Bulthuis, City Manager
685 W. Montrose Street, Clermont, FL 34711
9. MISCELLANEOUS
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9.1. Attorneys' Fees
In the event a suit or action is instituted to enforce or interpret any provision of this Agreement,
the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as
attorneys' fees at trial or on any appeal, in addition to all other sums provided by law.
9.2. Waiver
The waiver by city of breach of any provision of this Agreement shall not be construed or operate
as a waiver of any subsequent breach of such provision or of such provision itself and shall in no
way affect the enforcement of any other provisions of this Agreement.
9.3. Severability
If any provision of this Agreement or the application thereof to any person or circumstance is to
any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified
in such a manner as to make the Agreement valid and enforceable under applicable law, the
remainder of this Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest
extent permitted by applicable law.
9.4. Amendment
Except for as otherwise provided herein, this Agreement may not be modified or amended except
by an Agreement in writing signed by both parties.
9.5. Entire Agreement
This Agreement including the documents incorporated by reference contains the entire
understanding of the parties hereto and supersedes all prior and contemporaneous Agreements
between the parties with respect to the performance of services by CONTRACTOR.
9.6. Assignment
Except in the event of a merger, consolidation, or other change of control pursuant to the sale of
all or substantially all of either party's assets, this Agreement is personal to the parties hereto and
may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of
city.
9.7. Venue
The parties agree that the sole and exclusive venue for any cause of action arising out of this
Agreement shall be Lake County, Florida.
9.8. Applicable Law
This Agreement and any amendments hereto are executed and delivered in the State of Florida and
shall be governed, interpreted, construed and enforced in accordance with the laws of the State of
Florida.
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9.9. Public Records
Contractor expressly understands records associated with this project are public records and agrees
to comply with Florida's Public Records law, to include, to:
A. Keep and maintain public records that ordinarily and necessarily would be required by
the CITY in order to perform the services contemplated herein.
B. Provide the public with access to public records on the same terms and conditions that the
CITY would provide the records and at a cost that does not exceed the cost provided in
this Florida's Public Records law or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all
public records in possession of CONTRACTOR upon termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. CONTRACTOR shall use reasonable efforts to
provide all records stored electronically to the CITY in a format that is compatible with
the information technology systems of the CITY.
E. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR
SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY
CLERK'S OFFICE, (352) 241-7331.
10. AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement as if
herein repeated.
Document Precedence:
A. This Agreement
B. Purchase Order / Notice To Proceed
C. An applicable Contractor Quote or Statement of Work
D. All documents contained in the NASPO Contract Number 19101.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 1st day
of March 2023.
City of Clermont
DocuSigned by:
2BA7692F758C492...
Tim Murry, Mayor
DS
Attest:
ET
DocuSigned by:
tikcy &44 a yot
3AD7F34905B344A...
Tracy Ackroyd Howe, City Clerk
0
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
THE GOODYEAR TIRE & RUBBER COMPANY
By: �DocuSigned by:
>zaJ 061,4(41
e4B738c60e42497._ (Signature)
Print Name: Brian Dougherty
Title: Channel Manager, Government Sales
Date:3/1/2023
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Iowa Department of Administrative Services
Contracts Declaration & Execution Page
Title of Contract:
aid Proposal Number
Contract Number
Tires, Tubes and Services — NASPO ValuePoint
RFP1118005083
19101
This Agreement is entered into between the State of Iowa (by and through its agency, the Department of Administrative
Services) and the Contractor named below:
State Agency's Name:
Iowa Department of Administrative Services — Central Procurement Bureau
Ccntracto s Name:
The Goodyear Tire &g Rubber Company
Contract to Begin:
Date of Expiration:
Annual Extensions:
April 1, 2019
March 31, 2024
None
The parties agree to comply with the terms and conditions and attachments which are by this reference made a part of the Agreement:
Section1—Terms &a Conditions........................................................................................................................Page 2
Section2—Scope of Work...............................................................................................................................cage 26
Section3 — Pricing ... ........................... .............................................. ._.......... ................................................ .... Page 33
Section4 —Contacts ............................................................................................................................................Page 36
!,N WITNESS WHEREOF, this Agreement has been executed by the parties hereto
I Contractor: Goodyear Tire & Rubber Company
By (Aut f kmsm6atu r Date Si
li
Prmte Name a Tit e n erson Signing
Maylon Car o), Channel Manager Government Sale
Address
200 Innovation Way, Akron, OH 44316
State of Iowa. Department of Administrative Services — Central Procurement Bureau
By (Ar,�AZ
ed Signature) Date Sign d
r _ %�, ..1 ! %s _LP Is(
Printed Name and Title of Person
Allen Meyer, COO
1305 E. Walnut Street, Hoover Building, Floor 3, Des Moines, IA 50319
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SECTION 1
NASPO ValuePoint Master Agreement Terms and Conditions
1.1. Master Agreement Order of Precedence
1.1.1. Any Order placed under this Master Agreement shall consist of the following
documents:
(1) A Participating Entity's Participating Addendum ("PA");
(2) NASPO ValuePoint Master Agreement Terms & Conditions;
(3) A Purchase Order issued against the Master Agreement;
(4) The Specifications or Scope of Work;
(5) The Solicitation or, if separately executed after award, the Lead State's bilateral
agreement that integrates applicable provisions;
(6) Contractor's response to the Solicitation, as revised (if permitted) and accepted by
the Lead State.
1.1.2. These documents shall be read to be consistent and complementary. Any conflict
among these documents shall be resolved by giving priority to these documents in the
order listed above. Contractor terms and conditions that apply to this Master
Agreement are only those that are expressly accepted by the Lead State and must be in
writing and attached to this Master Agreement as an Exhibit or Attachment.
1.2. Definitions
Acceptance is defined by the applicable commercial code, except Acceptance shall not occur
before the completion of delivery in accordance with the Order, installation if required, and a
reasonable time for inspection of the Product.
Contractor means the person or entity delivering Products or performing services under the
terms and conditions set forth in this Master Agreement.
Embedded Software means one or more software applications which permanently reside on a
computing device.
Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade
secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or
intangible form, and all rights, title, and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead State,
acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter
amended.
NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as
NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the
National Association of State Procurement Officials (NASPO), the sole member of NASPO
ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group
contracting consortium of state chief procurement officials for the benefit of state departments,
institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school
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districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of
Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master
Agreement as the recipient of reports and may perform contract administration functions
relating to collecting and receiving reports as well as other contract administration functions as
assigned by the Lead State.
Order or Purchase Order means any purchase order, sales order, contract or other document
used by a Purchasing Entity to order the Products.
Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any other additional Participating
Entity specific language or other requirements, e.g. ordering procedures specific to the
Participating Entity, other terms and conditions.
Participating Entity means a state, or other legal entity, properly authorized to enter into a
Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of the
United States that is listed in the Request for Proposal as intending to participate. Upon
execution of the Participating Addendum, a Participating State becomes a Participating Entity;
however, a Participating State listed in the Request for Proposal is not required to participate
through execution of a Participating Addendum.
Product means any equipment, software (including embedded software), documentation,
service or other deliverable supplied or created by the Contractor pursuant to this Master
Agreement. The term Products, supplies and services, and products and services are used
interchangeably in these terms and conditions.
Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city,
county, district, other political subdivision of a State, and a nonprofit organization under the
laws of some states if authorized by a Participating Addendum, that issues a Purchase Order
against the Master Agreement and becomes financially committed to the purchase. Purchasing
Entities shall have the rights extended to "User Entities" under the RFP.
NASPO ValuePoint Program Provisions
1.3. Term of the Master Agreement
1.3.1. The term of this Master Agreement is for five (5) years. This Master Agreement has no
renewal periods.
1.3.2. The Master Agreement may be extended for a reasonable period of time, not to exceed
six months, if in the judgment of the Lead State a follow-on, competitive procurement
will be unavoidably delayed (despite good faith efforts) beyond the planned date of
execution of the follow-on master agreement. This subsection shall not be deemed to
limit the authority of a Lead State under its state law otherwise to negotiate contract
extensions.
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1.4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written agreement of the Lead State and
Contractor.
1.5. Participants and Scope
1.5.1. Contractor may not deliver Products under this Master Agreement until a Participating
Addendum acceptable to the Participating Entity and Contractor is executed. The
NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order
by a Participating Entity (and other Purchasing Entities covered by their Participating
Addendum), except to the extent altered, modified, supplemented or amended by a
Participating Addendum. By way of illustration and not limitation, this authority may
apply to unique delivery and invoicing requirements, confidentiality requirements,
defaults on Orders, governing law and venue relating to Orders by a Participating Entity,
indemnification, and insurance requirements. Statutory or constitutional requirements
relating to availability of funds may require specific language in some Participating
Addenda in order to comply with applicable law. The expectation is that these
alterations, modifications, supplements, or amendments will be addressed in the
Participating Addendum or, with the consent of the Purchasing Entity and Contractor,
may be included in the ordering document (e.g. purchase order or contract) used by the
Purchasing Entity to place the Order.
1.5.2. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies,
political subdivisions and other Participating Entities (including cooperatives) authorized
by individual state's statutes to use state contracts are subject to the approval of the
respective State Chief Procurement Official. Issues of interpretation and eligibility for
participation are solely within the authority of the respective State Chief Procurement
Official.
1.5.3. Obligations under this Master Agreement are limited to those Participating Entities who
have signed a Participating Addendum and Purchasing Entities within the scope of those
Participating Addenda. States or other entities permitted to participate may use an
informal competitive process to determine which Master Agreements to participate in
through execution of a Participating Addendum. Financial obligations of Participating
Entities who are states are limited to the orders placed by the departments or other
state agencies and institutions having available funds. Participating Entities who are
states incur no financial obligations on behalf of other Purchasing Entities. Contractor
shall email a fully executed PDF copy of each Participating Addendum to
PA@naspovaluepoint.org to support documentation of participation and posting in
appropriate data bases.
1.5.4. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint,
is not a party to the Master Agreement. It is a nonprofit cooperative purchasing
organization assisting states in administering the NASPO cooperative purchasing
program for state government departments, institutions, agencies and political
subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the
District of Columbia and the territories of the United States.
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1.5.5. Participating Addenda shall not be construed to amend the following provisions in this
Master Agreement between the Lead State and Contractor that prescribe NASPO
ValuePoint Program requirements: Term of the Master Agreement; Amendments;
Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed
Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance
Review; NASPO ValuePoint eMarket Center; Right to Publish; Price and Rate Guarantee
Period; and Individual Customers. Any such language shall be void and of no effect.
1.5.6. Participating Entities who are not states may under some circumstances sign their own
Participating Addendum, subject to the consent to participation by the Chief
Procurement Official of the state where the Participating Entity is located. Coordinate
requests for such participation through NASPO ValuePoint. Any permission to
participate through execution of a Participating Addendum is not a determination that
procurement authority exists in the Participating Entity; they must ensure that they
have the requisite procurement authority to execute a Participating Addendum.
1.5.7. Resale. "Resale" means any payment in exchange for transfer of tangible goods,
software, or assignment of the right to services. Subject to any specific conditions
included in the solicitation or Contractor's proposal as accepted by the Lead State, or as
explicitly permitted in a Participating Addendum, Purchasing Entities may not resell
Products (the definition of which includes services that are deliverables). Absent any
such condition or explicit permission, this limitation does not prohibit: payments by
employees of a Purchasing Entity for Products; sales of Products to the general public as
surplus property; and fees associated with inventory transactions with other
governmental or nonprofit entities and consistent with a Purchasing Entity's laws and
regulations. Any sale or transfer permitted by this subsection must be consistent with
license rights granted for use of intellectual property.
1.6. Administrative Fees
1.6.1. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint
Administrative Fee of one -quarter of one percent (0.25% or 0.0025) no later than sixty
(60) days following the end of each calendar quarter. The NASPO ValuePoint
Administrative Fee shall be submitted quarterly and is based on all sales of products
under the Master Agreement (less any charges for taxes or shipping). The NASPO
ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the
pricing submitted with proposal.
1.6.2. Additionally, some states may require an additional fee be paid directly to the state only
on purchases made by Purchasing Entities within that state. For all such requests, the
fee level, payment method and schedule for such reports and payments will be
incorporated into the Participating Addendum that is made a part of the Master
Agreement. The Contractor may adjust the Master Agreement pricing accordingly for
purchases made by Purchasing Entities within the jurisdiction of the state. All such
agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the
prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the
additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based
on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted
prices (if any) in Participating Addenda.
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1.7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall
provide the following NASPO ValuePoint reports.
1.7.1. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to
NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee
Reporting Tool found at: http://calculator.naspovaluepoint.org.
All sales of product made under this Master Agreement shall be reported as cumulative
totals by state. Even if Contractor experiences zero sales during a calendar quarter, a
report is still required. Reports shall be due no later than thirty (30) days following the
end of the calendar quarter (as specified in the reporting tool).
1.7.2. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/customer type, e.g. local government, higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bill -to and ship -to locations; (4)
Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase
Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices);
(6) Purchase Order date; (7) Ship Date; (8) and line item description, including product
number if used. The report shall be submitted in any form required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State and NASPO
ValuePoint Cooperative Development Team no later than thirty (30) days after the end
of the reporting period. Reports shall be delivered to the Lead State and to the NASPO
ValuePoint Cooperative Development Team electronically through a designated portal,
email, CD-ROM, flash drive or other method as determined by the Lead State and
NASPO ValuePoint. Detailed sales data reports shall include sales information for all
sales under Participating Addenda executed under this Master Agreement. The format
for the detailed sales data report is shown in Exhibit A.
1.7.3. Reportable sales for the summary sales data report and detailed sales data report
includes sales to employees for personal use where authorized by the solicitation and
the Participating Addendum. Report data for employees should be limited to ONLY the
state and entity they are participating under the authority of (state and agency, city,
county, school district, etc.) and the amount of sales. No personal identification
numbers, e.g. names, addresses, social security numbers or any other numerical
identifier, may be submitted with any report.
1.7.4. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator
with an executive summary each quarter that includes, at a minimum, a list of states
with an active Participating Addendum, states that Contractor is in negotiations with
and any Participating Addendum roll out or implementation activities and issues. NASPO
ValuePoint Cooperative Development Coordinator and Contractor will determine the
format and content of the executive summary. The executive summary is due thirty (30)
days after the conclusion of each calendar quarter.
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1.7.5. Timely submission of these reports is a material requirement of the Master Agreement.
The recipient of the reports shall have exclusive ownership of the media containing the
reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-
exclusive, royalty free, transferable right to display, modify, copy, and otherwise use
reports, data and information provided under this section.
1.8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
1.8.1. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor
agrees to present plans to NASPO ValuePoint for the education of Contractor's contract
administrator(s) and sales/marketing workforce regarding the Master Agreement
contract, including the competitive nature of NASPO ValuePoint procurements, the
Master agreement and participating addendum process, and the manner in which
qualifying entities can participate in the Master Agreement.
1.8.2. Contractor agrees, as Participating Addendums become executed, if requested by
ValuePoint personnel to provide plans to launch the program within the participating
state. Plans will include time frames to launch the agreement and confirmation that the
Contractor's website has been updated to properly reflect the contract offer as available
in the participating state.
1.8.3. Contractor agrees, absent anything to the contrary outlined in a Participating
Addendum, to consider customer proposed terms and conditions, as deemed important
to the customer, for possible inclusion into the customer agreement. Contractor will
ensure that their sales force is aware of this contracting option.
1.8.4. Contractor agrees to participate in an annual contract performance review at a location
selected by the Lead State and NASPO ValuePoint, which may include a discussion of
marketing action plans, target strategies, marketing materials, as well as Contractor
reporting and timeliness of payment of administration fees.
1.8.5. Contractor acknowledges that the NASPO ValuePoint logos may not be used by
Contractor in sales and marketing until a logo use agreement is executed with NASPO
ValuePoint.
1.8.6. The Lead State expects to evaluate the utilization of the Master Agreement at the
annual performance review. Lead State may, in its discretion, cancel the Master
Agreement pursuant to section 28, or not exercise an option to renew, when Contractor
utilization does not warrant further administration of the Master Agreement. The Lead
State may exercise its right to not renew the Master Agreement if Contractor fails to
record or report revenue for three consecutive quarters, upon 60-calendar day written
notice to the Contractor. Cancellation based on nonuse or under -utilization will not
occur sooner than two years after award (or execution if later) of the Master
Agreement. This subsection does not limit the discretionary right of either the Lead
State or Contractor to cancel the Master Agreement pursuant to section 28 or to
terminate for default pursuant to section 30.
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1.8.7. Contractor agrees, within 30 days of their effective date, to notify the Lead State and
NASPO ValuePoint of any contractual most -favored -customer provisions in third -party
contracts or agreements that may affect the promotion of this Master Agreements or
whose terms provide for adjustments to future rates or pricing based on rates, pricing
in, or Orders from this master agreement. Upon request of the Lead State or NASPO
ValuePoint, Contractor shall provide a copy of any such provisions.
1.9. NASPO ValuePoint eMarket Center
1.9.1. In July 2011, NASPO ValuePoint entered into a multi -year agreement with SciQuest, Inc.
(doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog
hosting and management services to enable eligible NASPO ValuePoint's customers to
access a central online website to view and/or shop the goods and services available
from existing NASPO ValuePoint Cooperative Contracts. The central online website is
referred to as the NASPO ValuePoint eMarket Center.
1.9.2. The Contractor will have visibility in the eMarket Center through Ordering Instructions.
These Ordering Instructions are available at no cost to the Contractor and provide
customers information regarding the Contractors website and ordering information. The
Contractor is required at a minimum to participate in the eMarket Center through
Ordering Instructions.
1.9.3. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint
eMarket Center Site Admin shall provide a written request to the Contractor to begin
Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of
written request to work with NASPO ValuePoint to provide any unique information and
ordering instructions that the Contractor would like the customer to have.
1.9.4. If a catalog -hosted on or integration of a punchout site with eMarket Center is proposed
by a Contractor and accepted by the Lead State, the provisions of the eMarket Center
Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply.
1.10. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State
prior approval for the release of information that pertains to the potential work or activities
covered by the Master Agreement. This limitation does not preclude publication about the award
of the Master Agreement or marketing activities consistent with any proposed and accepted
marketing plan. The Contractor shall not make any representations of NASPO ValuePoint's opinion
or position as to the quality or effectiveness of the services that are the subject of this Master
Agreement without prior written consent. Failure to adhere to this requirement may result in
termination of the Master Agreement for cause.
1.11. Price and Rate Guarantee Period
All prices and rates must be guaranteed for the initial one-year period of the Master Agreement.
Following the initial one-year period of the Master Agreement, any request for price or rate
adjustment must be for an equal guarantee period, and must be made at least sixty (60) days
prior to the effective date. Requests for price or rate adjustment must include sufficient
documentation supporting the request. Any adjustment or amendment to the Master
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Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments
to prices or rates will be allowed.
1.12. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow
the terms and conditions of the Master Agreement and applicable Participating Addendum and
will have the same rights and responsibilities for their purchases as the Lead State has in the
Master Agreement, including but not limited to, any indemnity or right to recover any costs as
such right is defined in the Master Agreement and applicable Participating Addendum for their
purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.
The Contractor will apply the charges and invoice each Purchasing Entity individually.
Administration of Orders
1.13. Ordering
1.13.1. Master Agreement order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
1.13.2. Purchasing Entities may define entity or project -specific requirements and informally
complete the requirement among companies having a Master Agreement on an "as
needed" basis. This procedure may also be used when requirements are aggregated or
other firm commitments may be made to achieve reductions in pricing. This procedure
may be modified in Participating Addenda and adapted to the Purchasing Entity's rules
and policies. The Purchasing Entity may in its sole discretion determine which Master
Agreement Contractors should be solicited for a quote. The Purchasing Entity may
select the quote that it considers most advantageous, cost and other factors considered.
1.13.3. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure
and documentation. Contractor is expected to become familiar with the Purchasing
Entities' rules, policies, and procedures regarding the ordering of supplies and/or
services contemplated by this Master Agreement.
1.13.4. Contractor shall not begin work without a valid Purchase Order or other appropriate
commitment document under the law of the Purchasing Entity.
I.B.S. Orders may be placed consistent with the terms of this Master Agreement during the
term of the Master Agreement.
1.13.6. All Orders pursuant to this Master Agreement, at a minimum, shall include:
1.13.6.1. The services or supplies being delivered;
1.13.6.2. The place and requested time of delivery;
1.13.6.3. A billing address; the name, phone number, and address of the Purchasing
Entity representative;
1.13.6.4. The price per hour or other pricing elements consistent with this Master
Agreement and the contractor's proposal;
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1.13.6.5. A ceiling amount of the order for services being ordered; and
1.13.6.6. The Master Agreement identifier.
1.13.7. All communications concerning administration of Orders placed shall be furnished solely
to the authorized purchasing agent within the Purchasing Entity's purchasing office, or
to such other individual identified in writing in the Order.
1.13.8. Orders must be placed pursuant to this Master Agreement prior to the termination date
thereof, but may have a delivery date or performance period up to 120 days past the
then -current termination date of this Master Agreement. Contractor is reminded that
financial obligations of Purchasing Entities payable after the current applicable fiscal
year are contingent upon agency funds for that purpose being appropriated, budgeted,
and otherwise made available.
1.13.9. Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor agrees to perform in accordance with the terms of any Orders then
outstanding at the time of such expiration or termination. Contractor shall not honor
any Orders placed after the expiration, cancellation or termination of this Master
Agreement, or otherwise inconsistent with its terms. Orders from any separate
indefinite quantity, task orders, or other form of indefinite delivery order arrangement
priced against this Master Agreement may not be placed after the expiration or
termination of this Master Agreement, notwithstanding the term of any such indefinite
delivery order agreement.
1.14. Shipping and Delivery
1.14.1. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B.
destination, freight pre -paid, with all transportation and handling charges paid by the
Contractor. In accordance with section 5.1.4 of the RFP, orders to different agencies of
a Purchasing Entity shall be shipped with no additional fees or freight charges added.
Responsibility and liability for loss or damage shall remain the Contractor's until final
inspection and acceptance when responsibility shall pass to the Purchasing Entity except
as to latent defects, fraud and Contractor's warranty obligations. The minimum
shipment amount, if any, will be found in the special terms and conditions. Any order
for less than the specified amount is to be shipped with the freight prepaid and added
as a separate item on the invoice. Any portion of an Order to be shipped without
transportation charges that is back ordered shall be shipped without charge.
1.14.2. All deliveries will be "Inside Deliveries" as designated by a representative of the
Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a
loading dock, front lobby, or reception area. Specific delivery instructions will be noted
on the order form or Purchase Order. Any damage to the building interior, scratched
walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If
damage does occur, it is the responsibility of the Contractor to immediately notify the
Purchasing Entity placing the Order.
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1.14.3. All products must be delivered in the manufacturer's standard package. Costs shall
include all packing and/or crating charges. Cases shall be of durable construction, good
condition, properly labeled and suitable in every respect for storage and handling of
contents. Each shipping carton shall be marked with the commodity, brand, quantity,
item code number and the Purchasing Entity's Purchase Order number.
1.15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and
State laws and regulations.
1.16. Inspection and Acceptance
1.16.1. Where the Master Agreement or an Order does not otherwise specify a process for
inspection and Acceptance, this section governs. This section is not intended to limit
rights and remedies under the applicable commercial code.
1.16.2. All Products are subject to inspection at reasonable times and places before Acceptance.
Contractor shall provide right of access to the Lead State, or to any other authorized
agent or official of the Lead State or other Participating or Purchasing Entity, at
reasonable times, in order to monitor and evaluate performance, compliance, and/or
quality assurance requirements under this Master Agreement. Products that do not
meet specifications may be rejected. Failure to reject upon receipt, however, does not
relieve the contractor of liability for material (nonconformity that substantial impairs
value) latent or hidden defects subsequently revealed when goods are put to use.
Acceptance of such goods may be revoked in accordance with the provisions of the
applicable commercial code, and the Contractor is liable for any resulting expense
incurred by the Purchasing Entity related to the preparation and shipping of Product
rejected and returned, or for which Acceptance is revoked.
1.16.3. If any services do not conform to contract requirements, the Purchasing Entity may
require the Contractor to perform the services again in conformity with contract
requirements, at no increase in Order amount. When defects cannot be corrected by
re -performance, the Purchasing Entity may require the Contractor to take necessary
action to ensure that future performance conforms to contract requirements; and
reduce the contract price to reflect the reduced value of services performed.
1.16.4. The warranty period shall begin upon Acceptance.
1.17. Payment
Payment after Acceptance is normally made within 30 days following the date the entire order is
delivered or the date a correct invoice is received, whichever is later.
After 30 days the Contractor may assess overdue account charges up to a maximum rate of one
percent per month on the outstanding balance, unless a different late payment amount is
specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.
Payments will be remitted by mail. Payments may be made via a State or political subdivision
"Purchasing Card" with no additional charge.
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1.18. Warranty
Any tire which fails the standard commercial tire warranty must either be satisfactorily repaired
by the Contractor or replaced with a new tire, charging only for the mileage used based on the
tread depth, or as agreed upon by the Purchasing Entity. Allowances and replacement charges
shall be based upon the Master Agreement tire price.
The Contractor shall pay all transportation costs on both the defective tire(s) and replacement
tire(s). The Contractor shall provide a one (1) year warranty on all tubes and parts beginning on
the date of installation, to repair and/or replace as necessary, as determined by the Using Entity,
AT NO COST TO THE PURCHASING ENTITY. If such items are not normally warranted for one
year, maintenance to supply the equivalent of a one (1) year warranty must be included in the
cost. Shipping cost for returned tubes and parts warranty service SHALL BE PAID BY THE
CONTRACTOR.
1.19. Title of Product
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to
the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title
to the Product shall include an irrevocable and perpetual license to use any Embedded Software
in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity,
Purchasing Entity shall have the right to transfer the license to use the Embedded Software with
the transfer of Product title. A subsequent transfer of this software license shall be at no
additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee.
1.20. License of Pre -Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty -free, irrevocable,
license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product,
perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered
under this Master Agreement, but not created under it ("Pre-existing Intellectual Property").
The Contractor shall be responsible for ensuring that this license is consistent with any third
party rights in the Pre-existing Intellectual Property.
General Provisions
1.21. Insurance
1.21.1. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term
of this Master Agreement, maintain in full force and effect, the insurance described in
this section. Contractor shall acquire such insurance from an insurance carrier or
carriers licensed to conduct business in each Participating Entity's state and having a
rating of A-, Class VII or better, in the most recently published edition of A.M. Best's
Insurance Reports. Failure to buy and maintain the required insurance may result in this
Master Agreement's termination or, at a Participating Entity's option, result in
termination of its Participating Addendum.
Unless otherwise agreed in a Participating Addendum, an exception to the requirement
to buy and maintain the required insurance is allowed when Contractor is one hundred
(100%) percent self -insured. In this case, Contractor may self -insure all of its obligations
under this Contract provided that such program of self-insurance is in compliance with
the laws of the Participating State(s) in which Contractor conducts business. Regardless
of whether the insurance is through a third party insurer or self-insurance, the
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certificate of insurance will show the minimum dollar amount per occurrence and policy
maximum per 21.b.(1) below.
1.21.2. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall
be as indicated below:
1.21.2.1. Commercial General Liability covering premises operations, independent
contractors, products and completed operations, blanket contractual liability,
personal injury (including death), advertising liability, and property damage,
with a limit of not less than $1 million per occurrence/$2 million general
aggregate;
1.21.2.2. Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
1.21.3. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice
to a Participating Entity who is a state within five (5) business days after Contractor is
first aware of expiration, cancellation or nonrenewal of such policy or is first aware that
cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
1.21.4. Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor's general liability insurance policy or other
documentary evidence acceptable to the Lead State that (1) names the Participating
States identified in the Request for Proposal as additional insureds, (2) provides that
written notice of cancellation shall be delivered in accordance with the policy
provisions, and (3) provides that the Contractor's liability insurance policy shall be
primary, with any liability insurance of any Participating State as secondary and
noncontributory. Unless otherwise agreed in any Participating Addendum, other state
Participating Entities' rights and Contractor's obligations are the same as those specified
in the first sentence of this subsection except the endorsement is provided to the
applicable state.
1.21.5. Contractor shall furnish to the Lead State copies of certificates of all required insurance
in a form sufficient to show required coverage within thirty (30) calendar days of the
execution of this Master Agreement and prior to performing any work. Copies of
renewal certificates of all required insurance shall be furnished within thirty (30) days
after any renewal date to the applicable state Participating Entity. Failure to provide
evidence of coverage may, at the sole option of the Lead State, or any Participating
Entity, result in this Master Agreement's termination or the termination of any
Participating Addendum.
1.21.6. Coverage and limits shall not limit Contractor's liability and obligations under this
Master Agreement, any Participating Addendum, or any Purchase Order.
1.22. Records Administration and Audit
1.22.1. The Contractor shall maintain books, records, documents, and other evidence pertaining
to this Master Agreement and Orders placed by Purchasing Entities under it to the
extent and in such detail as shall adequately reflect performance and administration of
payments and fees. Contractor shall permit the Lead State, a Participating Entity, a
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Purchasing Entity, the federal government (including its grant awarding entities and the
U.S. Comptroller General), and any other duly authorized agent of a governmental
agency, to audit, inspect, examine, copy and/or transcribe Contractor's books,
documents, papers and records directly pertinent to this Master Agreement or orders
placed by a Purchasing Entity under it for the purpose of making audits, examinations,
excerpts, and transcriptions. This right shall survive for a period of five (5) years
following termination of this Agreement or final payment for any order placed by a
Purchasing Entity against this Agreement, whichever is later, or such longer period as is
required by the Purchasing Entity's state statutes, to assure compliance with the terms
hereof or to evaluate performance hereunder.
1.22.2. Without limiting any other remedy available to any governmental entity, the Contractor
shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for
any overpayments inconsistent with the terms of the Master Agreement or Orders or
underpayment of fees found as a result of the examination of the Contractor's records.
1.22.3. The rights and obligations herein exist in addition to any quality assurance obligation in
the Master Agreement requiring the Contractor to self -audit contract obligations and
that permits the Lead State to review compliance with those obligations.
1.23. Confidentiality, Non -Disclosure, and Injunctive Relief
1.23.1. Confidentiality. Contractor acknowledges that it and its employees or agents may, in
the course of providing a Product under this Master Agreement, be exposed to or
acquire information that is confidential to Purchasing Entity or Purchasing Entity's
clients. Any and all information of any form that is marked as confidential or would by
its nature be deemed confidential obtained by Contractor or its employees or agents in
the performance of this Master Agreement, including, but not necessarily limited to (1)
any Purchasing Entity's records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity ("Confidential Information").
Any reports or other documents or items (including software) that result from the use of
the Confidential Information by Contractor shall be treated in the same manner as the
Confidential Information. Confidential Information does not include information that
(1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is
furnished by Purchasing Entity to others without restrictions similar to those imposed by
this Master Agreement; (3) is rightfully in Contractor's possession without the obligation
of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is
obtained from a source other than Purchasing Entity without the obligation of
confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is
independently developed by employees, agents or subcontractors of Contractor who
can be shown to have had no access to the Confidential Information.
1.23.2. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at
least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign,
license, market, transfer or otherwise dispose of, give, or disclose Confidential
Information to third parties or use Confidential Information for any purposes
whatsoever other than what is necessary to the performance of Orders placed under
this Master Agreement. Contractor shall advise each of its employees and agents of
their obligations to keep Confidential Information confidential. Contractor shall use
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commercially reasonable efforts to assist Purchasing Entity in identifying and preventing
any unauthorized use or disclosure of any Confidential Information. Without limiting
the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable
Participating Entity, and the Lead State immediately if Contractor learns or has reason to
believe that any person who has had access to Confidential Information has violated or
intends to violate the terms of this Master Agreement, and Contractor shall at its
expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief
in the name of Purchasing Entity or Contractor against any such person. Except as
directed by Purchasing Entity, Contractor will not at any time during or after the term of
this Master Agreement disclose, directly or indirectly, any Confidential Information to
any person, except in accordance with this Master Agreement, and that upon
termination of this Master Agreement or at Purchasing Entity's request, Contractor shall
turn over to Purchasing Entity all documents, papers, and other matter in Contractor's
possession that embody Confidential Information. Notwithstanding the foregoing,
Contractor may keep one copy of such Confidential Information necessary for quality
assurance, audits and evidence of the performance of this Master Agreement.
1.23.3. Injunctive Relief. Contractor acknowledges that breach of this section, including
disclosure of any Confidential Information, will cause irreparable injury to Purchasing
Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity
may seek and obtain injunctive relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal remedies that may be available.
Contractor acknowledges and agrees that the covenants contained herein are necessary
for the protection of the legitimate business interests of Purchasing Entity and are
reasonable in scope and content.
1.23.4. Purchasing Entity Law. These provisions shall be applicable only to extent they are not
in conflict with the applicable public disclosure laws of any Purchasing Entity.
1.23.5. The rights granted Purchasing Entities and Contractor obligations under this section
shall also extend to the cooperative's Confidential Information, defined to include
Orders or transaction data relating to Orders under this Master Agreement that identify
the entity/customer, Order dates, line item descriptions and volumes, and prices/rates.
This provision does not apply to disclosure to the Lead State, a Participating State, or
any governmental entity exercising an audit, inspection, or examination pursuant to
section 23. To the extent permitted by law, Contractor shall notify the Lead State of the
identity of any entity seeking access to the Confidential Information described in this
subsection.
1.24. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the
Purchasing Entity's public information laws.
1.25. Assignment/Subcontracts
1.25.1. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior
written approval of the Lead State.
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1.25.2. The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties to NASPO Cooperative Purchasing
Organization LLC, doing business as NASPO ValuePoint and other third parties.
1.26. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor's key administrative
personnel managing the Master Agreement in writing within 10 calendar days of the change. The
Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's
proposal. The Contractor agrees to propose replacement key personnel having substantially equal
or better education, training, and experience as was possessed by the key person proposed and
evaluated in the Contractor's proposal.
1.27. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no authorization,
express or implied, to bind the Lead State, Participating States, other Participating Entities, or
Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and
agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed
in any Participating Addendum.
1.28. Cancellation
Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days
written notice prior to the effective date of the cancellation. Further, any Participating Entity
may cancel its participation upon 30 days written notice, unless otherwise limited or stated in
the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under
this provision shall not affect the rights and obligations attending orders outstanding at the time
of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor,
rights of payment for Products delivered and accepted, rights attending any warranty or default
in performance in association with any Order, and requirements for records administration and
audit. Cancellation of the Master Agreement due to Contractor default may be immediate.
1.29. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by
fire, riot, unusually severe weather, other acts of God, or war which are beyond that party's
reasonable control. The Lead State may terminate this Master Agreement after determining
such delay or default will reasonably prevent successful performance of the Master Agreement.
1.30. Defaults and Remedies
1.30.1. The occurrence of any of the following events shall be an event of default under this
Master Agreement:
1.30.1.1. Nonperformance of contractual requirements; or
1.30.1.2. A material breach of any term or condition of this Master Agreement; or
1.30.1.3. Any certification, representation or warranty by Contractor in response to the
solicitation or in this Master Agreement that proves to be untrue or materially
misleading; or
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1.30.1.4. Institution of proceedings under any bankruptcy, insolvency, reorganization or
similar law, by or against Contractor, or the appointment of a receiver or
similar officer for Contractor or any of its property, which is not vacated or
fully stayed within thirty (30) calendar days after the institution or occurrence
thereof; or
1.30.1.5. Any default specified in another section of this Master Agreement.
1.30.2. Upon the occurrence of an event of default, the Lead State shall issue a written notice of
default, identifying the nature of the default, and providing a period of 15 calendar days
in which Contractor shall have an opportunity to cure the default. The Lead State shall
not be required to provide advance written notice or a cure period and may
immediately terminate this Master Agreement in whole or in part if the Lead State, in its
sole discretion, determines that it is reasonably necessary to preserve public safety or
prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate
Contractor's liability for damages, including liquidated damages to the extent provided
for under this Master Agreement.
1.30.3. If Contractor is afforded an opportunity to cure and fails to cure the default within the
period specified in the written notice of default, Contractor shall be in breach of its
obligations under this Master Agreement and the Lead State shall have the right to
exercise any or all of the following remedies:
1.30.3.1. Exercise any remedy provided by law; and
1.30.3.2. Terminate this Master Agreement and any related Contracts or portions
thereof; and
1.30.3.3. Impose liquidated damages as provided in this Master Agreement; and
1.30.3.4. Suspend Contractor from being able to respond to future bid solicitations; and
1.30.3.5. Suspend Contractor's performance; and
1.30.3.6. Withhold payment until the default is remedied.
1.30.4. Unless otherwise specified in the Participating Addendum, in the event of a default
under a Participating Addendum, a Participating Entity shall provide a written notice of
default as described in this section and shall have all of the rights and remedies under
this paragraph regarding its participation in the Master Agreement, in addition to those
set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order,
a Purchasing Entity shall provide written notice of default as described in this section
and have all of the rights and remedies under this paragraph and any applicable
Participating Addendum with respect to an Order placed by the Purchasing Entity.
Nothing in these Master Agreement Terms and Conditions shall be construed to limit
the rights and remedies available to a Purchasing Entity under the applicable
commercial code.
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1.31. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or
enforce any rights and remedies shall not operate as a waiver under this Master Agreement or
Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity
must be in writing. Waiver by the Lead State or Participating Entity of any default, right or
remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with
respect to any Purchase Order, or breach of any terms or requirements of this Master
Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a
waiver of any subsequent default or breach of such term or requirement, or of any other term
or requirement under this Master Agreement, Participating Addendum, or Purchase Order.
1.32. Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction (contract) by any governmental department or agency. This certification represents
a recurring certification made at the time any Order is placed under this Master Agreement. If
the Contractor cannot certify this statement, attach a written explanation for review by the Lead
State.
1.33. Indemnification
1.33.1. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative
Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State,
Participating Entities, and Purchasing Entities, along with their officers and employees,
from and against third -party claims, damages or causes of action including reasonable
attorneys' fees and related costs for any death, injury, or damage to tangible property
arising from act(s), error(s), or omission(s) of the Contractor, its employees or
subcontractors or volunteers, at any tier, relating to the performance under the Master
Agreement.
1.33.2. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and
hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business
as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along
with their officers and employees ("Indemnified Party"), from and against claims,
damages or causes of action including reasonable attorneys' fees and related costs
arising out of the claim that the Product or its use, infringes Intellectual Property rights
("Intellectual Property Claim") of another person or entity.
1.33.2.1. The Contractor's obligations under this section shall not extend to any
combination of the Product with any other product, system or method, unless
the Product, system or method is:
1.33.2.1.1. provided by the Contractor or the Contractor's subsidiaries or
affiliates;
1.33.2.1.2. specified by the Contractor to work with the Product; or
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1.33.2.1.3. reasonably required, in order to use the Product in its intended
manner, and the infringement could not have been avoided by
substituting another reasonably available product, system or
method capable of performing the same function; or
1.33.2.1.4. It would be reasonably expected to use the Product in
combination with such product, system or method.
1.33.2.2. The Indemnified Party shall notify the Contractor within a reasonable time
after receiving notice of an Intellectual Property Claim. Even if the
Indemnified Party fails to provide reasonable notice, the Contractor shall not
be relieved from its obligations unless the Contractor can demonstrate that it
was prejudiced in defending the Intellectual Property Claim resulting in
increased expenses or loss to the Contractor. If the Contractor promptly and
reasonably investigates and defends any Intellectual Property Claim, it shall
have control over the defense and settlement of it. However, the Indemnified
Party must consent in writing for any money damages or obligations for which
it may be responsible. The Indemnified Party shall furnish, at the Contractor's
reasonable request and expense, information and assistance necessary for
such defense. If the Contractor fails to vigorously pursue the defense or
settlement of the Intellectual Property Claim, the Indemnified Party may
assume the defense or settlement of it and the Contractor shall be liable for
all costs and expenses, including reasonable attorneys' fees and related costs,
incurred by the Indemnified Party in the pursuit of the Intellectual Property
Claim. Unless otherwise agreed in writing, this section is not subject to any
limitations of liability in this Master Agreement or in any other document
executed in conjunction with this Master Agreement.
1.34. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or any
Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a
Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity,
governmental immunity, immunity based on the Eleventh Amendment to the Constitution of
the United States or otherwise, from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states only to
the extent Congress has appropriately abrogated the state's sovereign immunity and is not
consent by the state to be sued in federal court. This section is also not a waiver by the state of
any form of immunity, including but not limited to sovereign immunity and immunity based on
the Eleventh Amendment to the Constitution of the United States.
1.35. Governing Law and Venue
1.35.1. The procurement, evaluation, and award of the Master Agreement shall be governed by
and construed in accordance with the laws of the Lead State sponsoring and
administering the procurement. The construction and effect of the Master Agreement
after award shall be governed by the law of the state serving as Lead State. The
construction and effect of any Participating Addendum or Order against the Master
Agreement shall be governed by and construed in accordance with the laws of the
Participating Entity's or Purchasing Entity's State.
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1.35.2. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action
relating to the procurement, evaluation, and award is in the Lead State. Venue for any
claim, dispute or action concerning the terms of the Master Agreement shall be in the
state serving as Lead State. Venue for any claim, dispute, or action concerning any Order
placed against the Master Agreement or the effect of a Participating Addendum shall be
in the Purchasing Entity's State.
1.35.3. If a claim is brought in a federal forum, then it must be brought and adjudicated solely
and exclusively within the United States District Court for (in decreasing order of
priority): the Lead State for claims relating to the procurement, evaluation, award, or
contract performance or administration if the Lead State is a party; a Participating State
if a named party; the state where the Participating Entity or Purchasing Entity is located
if either is a named party.
1.36. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause
of action which the Contractor now has or which may accrue to the Contractor in the future by
reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating
Entity's state antitrust provisions), as now in effect and as may be amended from time to time,
in connection with any goods or services provided in that state for the purpose of carrying out
the Contractor's obligations under this Master Agreement or Participating Addendum, including,
at the Participating Entity's option, the right to control any such litigation on such claim for relief
or cause of action.
1.37. Contract Provisions for Orders Utilizing Federal Funds
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for
Non -Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have
additional contractual requirements or certifications that must be satisfied at the time the Order
is placed or upon delivery. These federal requirements may be proposed by Participating
Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed
under this Master Agreement.
1.38. Leasing or Alternative Financing Methods
The procurement and other applicable laws of some Purchasing Entities may permit the use of
leasing or alternative financing methods for the acquisition of Products under this Master
Agreement. Where the terms and conditions are not otherwise prescribed in an applicable
Participating Addendum, the terms and conditions for leasing or alternative financing methods
are subject to negotiation between the Contractor and Purchasing Entity.
1.39. Notice
Any and all notices, designations, consents, offers, acceptances or any other communication
provided for herein shall be given in writing by a reliable carrier which shall be addressed to the
person who signed the Contract on behalf of the party at the address identified in the Contract
Declarations & Execution Page(s) at the address specified on the forms. Each such notice shall be
deemed to have been provided:
1.39.1. At the time it is actually received; or,
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1.39.2. Within one day in the case of overnight hand delivery, courier or services such as
Federal Express with guaranteed next day delivery; or,
1.39.3. Within five (5) days after it is deposited in the U.S. Mail in the case of registered U.S.
Mail. From time to time, the parties may change the name and address of a party
designated to receive notice. Such change of the designated person shall be in writing to
the other party and as provided herein.
1.40. eMarket Center Appendix
1.40.1. This Appendix applies whenever a catalog hosted by or integration of a punchout site
with eMarket Center is required by the solicitation or either solution is proposed by a
Contractor and accepted by the Lead State.
1.40.2. Supplier's Interface with the eMarket Center. There is no cost charged by JAGGAER to
the Contractor for loading a hosted catalog or integrating a punchout site.
1.40.3. At a minimum, the Contractor agrees to the following:
1.40.3.1. Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall
provide a written request to the Contractor to begin enablement process. The
Contractor shall have fifteen (15) days from receipt of written request to work
with NASPO ValuePoint and JAGGAER to set up an enablement schedule, at
which time JAGGAER's technical documentation shall be provided to the
Contractor. The schedule will include future calls and milestone dates related
to test and go live dates. The contractor shall have a total of Ninety (90) days
to deliver either a (1) hosted catalog or (2) punch -out catalog, from date of
receipt of written request.
1.40.3.2. NASPO ValuePoint and JAGGAER will work with the Contractor, to decide
which of the catalog structures (either hosted or punch -out as further
described below) shall be provided by the Contractor. Whether hosted or
punch -out, the catalog must be strictly limited to the Contractor's awarded
contract offering (e.g. products and/or services not authorized through the
resulting cooperative contract should not be viewable by NASPO ValuePoint
Participating Entity users).
1.40.3.2.1. Hosted Catalog. By providing a hosted catalog, the Contractor is
providing a list of its awarded products/services and pricing in an
electronic data file in a format acceptable to JAGGAER, such as
Tab Delimited Text files. In this scenario, the Contractor must
submit updated electronic data 60 days prior to the Contract
renewal date to the eMarket Center for the Lead State's approval
to maintain the most up-to-date version of its product/service
offering under the cooperative contract in the eMarket Center.
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1.40.3.2.2. Punch -Out Catalog. By providing a punch -out catalog, the
Contractor is providing its own online catalog, which must be
capable of being integrated with the eMarket Center as a.
Standard punch -in via Commerce eXtensible Markup Language
(cXML). In this scenario, the Contractor shall validate that its
online catalog is up-to-date by providing a written update
annually to the Lead State stating they have audited the offered
products/services and pricing listed on its online catalog. The site
must also return detailed UNSPSC codes (as outlined in line 3) for
each line item. Contractor also agrees to provide e-Quote
functionality to facilitate volume discounts.
1.40.4. Revising Pricing and Product Offerings
Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.)
must be pre -approved by the Lead State and shall be subject to any other applicable
restrictions with respect to the frequency or amount of such revisions. However, no
cooperative contract enabled in the eMarket Center may include price changes on a
more frequent basis than once per year. The following conditions apply with respect to
hosted catalogs:
1.40.4.1. Updated pricing files are required by the 1st of the month and shall go into
effect in the eMarket Center on the 1st day of the following month (i.e. file
received on 3/01/20 would be effective in the eMarket Center on 4/01/20).
Files received after the 1st of the month may be delayed up to a month (i.e.
file received on 3/15/20 would be effect in the eMarket Center on 5/01/20).
1.40.4.2. Lead State -approved price changes are not effective until implemented within
the eMarket Center. Errors in the Contractor's submitted pricing files will
delay the implementation of the price changes in eMarket Center.
1.40.5. Supplier Network Requirements
Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use JAGGAER's
Supplier Portal to import the Contractor's catalog and pricing, into the JAGGAER system,
and view reports on catalog spend and product/pricing freshness. The Contractor can
receive orders through electronic delivery (cXML) or through low -tech options such as
fax. More information about the SQSN can be found at: www.sciquest.com or call the
JAGGAER Supplier Network Services team at 800-233-1121.
1.40.6. Minimum Requirements
Whether the Contractor is providing a hosted catalog or a punch -out catalog, the
Contractor agrees to meet the following requirements:
1.40.6.1. Catalog must contain the most current pricing, including all applicable
administrative fees and/or discounts, as well as the most up-to-date
product/service offering the Contractor is authorized to provide in accordance
with the cooperative contract; and
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1.40.6.2. The accuracy of the catalog must be maintained by Contractor throughout the
duration of the cooperative contract; and
1.40.6.3. The Catalog must include a Lead State contract identification number; and
1.40.6.4. The Catalog must include detailed product line item descriptions; and
1.40.6.5. The Catalog must include pictures when possible; and
1.40.6.6. The Catalog must include any additional NASPO ValuePoint and Participating
Addendum requirements. Although suppliers in the SQSN normally submit
one (1) catalog, it is possible to have multiple contracts applicable to different
NASPO ValuePoint Participating Entities. For example, a supplier may have
different pricing for state government agencies and Board of Regents
institutions. Suppliers have the ability and responsibility to submit separate
contract pricing for the same catalog if applicable. The system will deliver the
appropriate contract pricing to the user viewing the catalog.
1.40.7. Order Acceptance Requirements
Must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide
positive confirmation via phone or email within 24 hours of the Contractor's receipt of
the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before
a weekend or holiday, the Contractor must provide positive confirmation via phone or
email on the next business day.
1.40.8. UNSPSC Requirements
Contractor shall support use of the United Nations Standard Product and Services Code
(UNSPSC). UNSPSC versions that must be adhered to are driven by JAGGAER for the
suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate
to future versions of the UNSPSC and the Contractor shall be required to support the
migration effort. All line items, goods or services provided under the resulting statewide
contract must be associated to a UNSPSC code. All line items must be identified at the
most detailed UNSPSC level indicated by segment, family, class and commodity.
1.40.9. Applicability
Contractor agrees that NASPO ValuePoint controls which contracts appear in the
eMarket Center and that NASPO ValuePoint may elect at any time to remove any
supplier's offering from the eMarket Center.
1.40.10. The Lead State reserves the right to approve the pricing on the eMarket Center. This
catalog review right is solely for the benefit of the Lead State and Participating Entities,
and the review and approval shall not waive the requirement that products and
services be offered at prices (and approved fees) required by the Master Agreement.
1.40.11. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER
eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint
Cooperative Contracts. In the event one of these entities elects to use this NASPO
ValuePoint Cooperative Contract (available through the eMarket Center) but publish to
their own eMarketplace, the Contractor agrees to work in good faith with the entity
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and NASPO ValuePoint to implement the catalog. NASPO ValuePoint does not
anticipate that this will require substantial additional efforts by the Contractor;
however, the supplier agrees to take commercially reasonable efforts to enable such
separate JAGGAER catalogs.
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SECTION 2
Scope of Work
The scope of this Contract includes specific full lines of tires and tubes as covered in the Manufacturer's
Price List (MPL) and related services in the following subcategories:
2.1. Tires and Tubes Subcategories
2.1.1. Pursuit and Performance Tires
2.1.2. Automobile/Passenger Vehicles
2.1.3. Light Duty Trucks: Radial
2.1.4. Medium Commercial/Heavy Duty Trucks /Buses
2.1.5. Off -the Road OTR: Radial and Bias
2.2. Product and Service Specifications
2.2.1. General Tire Specifications
All tires will be of quality not less than the tires normally furnished in representative
quantities by Original Equipment Manufacturers (OEM) as original equipment for
automobiles, trucks, tractors, buses, backhoes, loaders, motor graders, and other heavy
equipment. Tires supplied must be marked with Federal Department of Transportation
(DOT) compliance symbol. Tires shall conform to all applicable Federal Specifications.
All tires, with the exception of tires which are not manufactured annually, must be NEW
and must have been produced or manufactured within the last one (1) year prior to
delivery to the Purchasing Entity. Tires which are not manufactured annually, such as
low volume tires, will be accepted when produced or manufactured within the last two
(2) years prior to delivery to the Purchasing Entity.
Should an Authorized Distributor deliver a tire(s) with a manufacturing date exceeding
the one year limit, excluding low volume tires which are not manufactured annually, the
Authorized Distributor will pick up the expired tire(s) and replace them with tire(s) that
meet the manufacturing date requirement for no additional fee to the Purchasing
Entity.
All tires must have the size (including load range), manufacturer's name and DOT
number, serial number and indication of body material molded in side -wall at time of
cure. The application of any of the above by any other means such as branding,
application of decals, etc. will not be acceptable.
Tires offered must have been tested to meet or exceed ASTM (American Society of
Testing and Materials) Standard F1922 for highway tires, F1923 for Off Road/Low Speed
tires, and meet operational performance levels and marking requirements of Federal
Standards FMVSS 109 for new pneumatic passenger tires, FMVSS 139 for new
pneumatic radial tires for light vehicles, and FMVSS 119 for new pneumatic non -
passenger Multi -Passenger Vehicles (MPVs), trucks, buses, and trailers.
2.2.1.1. Pursuit and Performance Tires
Pursuit and Performance Tires include tires for police and other pursuit
vehicles and for other high-speed, performance vehicles. This subcategory
includes any tire that is V, W, Y, or ZR rated or above. A V rating is the
minimum speed rating for tires in this subcategory.
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Tires must be new, standard production tires expressly designed and
certified by manufacturer for high speed operation and must exhibit
exceptional safety, stability, handling and stopping characteristics. Tires
must be of standard OEM quality equal to or superior in every respect to
those normally furnished as original equipment for such vehicles. Contractor
shall maintain evidence/certifications that such tires meet all laboratory test
and size requirements of Federal Standards MVSS 139.
2.2.1.2. Automobile/Passenger Vehicles
These tires include common passenger car tires and are designated with a
"P" at the beginning of the tire size. Common applications for these types of
tires would be passenger cars and mini vans. The European Tire and Rim
Technical Organization (ETRTO) equivalent is an acceptable substitute for
the P-metric. Tires must be of quality equal to or superior in every respect
to those normally furnished as original equipment in the OEM automotive
industry.
2.2.1.3. Light Duty Trucks (Radial)
These tires can usually be identified by the letters "LT" at the beginning of
the tire size. Common applications for these types of tires would be pickup
trucks, sport utility vehicles, full size vans and some trailers.
2.2.1.4. Medium Commercial/Heavy Duty Trucks /Buses
These tires do not have a letter at the beginning of the tire size. Common
applications for these types of tires would be medium and heavy trucks,
buses, semi -trucks, cargo vans and trailer tires. Tires in this subcategory
generally have a diameter that is equal to or greater than twenty (20)
inches. Commercial tires with 16,17.5 and 19.5 inch rims are included in the
medium truck tire category.
2.2.1.5. Off -the -Road OTR and Low Speed Off Highway Tires (Radial and Bias)
Common applications are heavy construction equipment such as wheel
loaders, backhoes, graders, and trenchers.
2.2.2. Low Roll Resistance Tires
Contractor will provide certified (e.g., SAE J1269 and SAE J2452), low rolling resistance
tires and identify them as low roll resistance tires in their MPL. Contractor is to also
offer the fuel economy rating of the low roll resistance tires offered; e.g. miles per
gallon fuel efficiency increase or percentage of fuel economy increase.
2.2.3. Tubes
All inner tubes must be standard production first line, heavy duty butyl tubes or natural
rubber of fresh stock. All tubes must be of quality not less than the tubes normally
furnished in representative quantities by OEM as original equipment for automobiles,
trucks, tractors, buses, backhoes, loaders, motor graders, and other heavy equipment.
Tubes must conform to all applicable federal specifications. All tubes must be NEW and
must have been produced or manufactured within the last one (1) year prior to
installation or delivery to the Purchasing Entity.
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2.2.4. Detailed Services Specifications
Contractor pricing for each of the services listed below, which may be performed by
their Approved Distributors, includes all parts and labor. Approved Distributors must
honor the services pricing in this Contract.
The Contractor is responsible for the timeliness and quality of all services provided by
the Approved Distributors. NASPO ValuePoint Participating States may elect to use
these services listed below at their discretion.
Product installation and repairs, such as mounting, rotation, and balancing, must be in
accordance with manufacturer's recommended procedures of warranted new virgin -
product tires for each product subcategory. This Contract covers the following tire
services. Service pricing is shown in Section 5 of this Contract.
2.2.4.1. Tire Installation with purchase in store includes dismount of used tires and
tubes
2.2.4.2. Change tire, dismount and mount
2.2.4.3. Flat repair, remove, repair and mount
2.2.4.4. Flat repair, off vehicle
2.2.4.5. Rotate mounted tires (per tire)
2.2.4.6. New valve stem rubber or metal
2.2.4.7. Wheel balance -computer spin balance (per tire)
2.2.4.8. Wheel balance —computer spin balance and valve stem combination
2.2.4.9. Alignment Services -Standard two and four wheel alignments
2.2.4.10. Used tire recycle and disposal fee (per tire)
Some NASPO ValuePoint Participating States have statutes that only allow up
to a specific fee to be charged. The Participating States with statute regulated
fee caps will only pay the statute price.
For Participating States which do not have a statute regulating the disposal
fee, the maximum fees which can be charged for tire disposal are as follows:
$2.50/Tire Passenger Car Tire
$5.00/Tire Truck Tire
These maximum fees can be adjusted during the life of the Contract to meet
current market trends.
2.2.4.11. Bulk Disposal of Tires
This is considered an additional chargeable service. Contractor, when
requested by a Purchasing Entity, will place trailers on -site for the disposal of
scrap tires. Contractor must, on a will -call basis, within five (5) days'
notification from requesting Purchasing Entity, remove and replace full trailers
with empty trailers. Trailer capacity shall be a minimum of six (6) tons of
scrap tires. Contractor shall dispose of scrap tires that are removed in
Contractor -provided trailers at an approved waste tire recovery area, or other
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approved disposal methods. Contractor must invoice for disposal of scrap tires
at the price negotiated between parties. Contractor shall submit with invoice,
documentation of scrap tire disposal weight from a disposal site, if this is the
method of disposal utilized by the Contractor. Contractor may return scrap
tires mounted to wheels to Purchasing Entity if dismounting is required. With
prior approval from the designated Purchasing Entity Contract representative,
Contractor may dismount scrap tires from wheels and invoice at the price
negotiated between parties for such service. Contractor must return wheels
to the Purchasing Entity for disposition unless instructed otherwise by the
Purchasing Entity.
2.2.4.12. Tire pressure monitoring system (TPMS)
When new tires are mounted on a vehicle with a TPMS system, the TPMS
system will be reinstalled with a new washer, valve, and valve cap (TPMS
service kit).
This Contract is not meant for purposes of general vehicle maintenance and repair
services. Alignment service pricing should include all minor parts such as alignment
shims and alignment cam bolts. However, the alignment shims and alignment cam bolts
can be invoiced as a separate line item if not included in the price of the alignment.
Parts needed to repair a vehicle in order to obtain proper alignment such as tie rod
ends/sleeves, ball joints, bushings, sway bar links, center links, idler arms/pitman arms,
rack and pinion units, shock absorbers, struts/cartridges and coil springs are not
authorized under this Contract.
2.3. Approved Distributors List
Contractor will provide a list of its Approved Distributors for each Participating State for this
Contract. The Approved Distributor list will, at a minimum, provide the following approved
distributor information:
Approved Distributor's Business Name
Street Address, City, State, Zip Code
Phone Number
Fax Number
Contact Name
Contact Email Address
Tire Categories Sold (Passenger, Lt. Truck, Med. Truck, Off Road, etc.)
Delivery Service Provider (Y or N)
Delivery Rates
Delivery Terms
Other reporting fields may be required by Participating States in their respective participating
addendums.
The Approved Distributor list will be updated within fifteen (15) calendar days of Contractor's
knowledge of a change regarding an Approved Distributor's ownership, business closing, new
participation in Contract, delivery service rate or terms, and contact information.
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2.4. Customer Service
2.4.1. The Contractor will provide a dedicated customer service representatives) for the
Contract. The representative will be available to acknowledge all Purchasing Entities
inquiries within one business day. The representative's responsibilities include, but are
not limited to, the following:
2.3.1.1 Respond and resolve Participating States' questions and/or complaints
about the products and services being provided through the successful
Contractor's Approved Distributors network. The customer service
representative should acknowledge receipt of Participating States' inquires
within one business day.
2.3.1.2 Contact Approved Distributors who are not complying with the NASPO
ValuePoint Contract and Participating State's terms and conditions directly
or through the Contractor's standard channels. Coordinate the education of
the Approved Distributor on its Contract responsibilities.
2.3.1.3 Contact the Lead State Contract Administrator concerning any unresolved
issues concerning all Participating States and work with the Lead State
Contract Administrator to resolve these issues. Issues which have not been
resolved within thirty (30) days shall be escalated up to the Lead State
Contract Administrator.
2.3.1.4 Participate in annual meetings with Lead State Contract Administrator to
discuss customer service related issues and contract performance.
2.3.1.5 Participate in quarterly conference calls with Lead State Contract
Administrator to review any current contract issues with Participating
States.
2.3.1.6 Lead contact for sales reporting and remittance of management fees.
2.3.1.7 Main point of contact regardless of the question or issue. If customer
service representative cannot answer a question or resolve an issue without
additional help, they should contact the necessary staff and obtain the
answer or resolve the issue and then contact the Purchasing Entity with the
final answer or resolution.
2.5. Website
The Contractor will provide a dedicated website complete with each Participating State's
participating addendum, tire/tube price list, Approved Distributor list, ordering information and
other information as needed for all products included in this Contract. The dedicated website
will be accessible by Purchasing Entities by internet link and be functional for the duration of the
Contract. A link to the dedicated website will be posted on the State of Iowa's Contract website
and be available for review by Purchasing Entities and the general public. The general public
may view the pricing but only qualified public entities would participate in the contracted
services and goods.
Contract —Goodyear Tire & Rubber Company 29
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
Pricing and the Approved Distributor list for each Participating State should be available to view
within two clicks from the main website window. The Contractor must keep the information on
the dedicated website current. Current is considered to be no later than fifteen (15) calendar
days from the date Contractor has knowledge of the change. Websites may be linked to the
Contractor's main public website.
Contractor will provide a "live" website no later than 60 days from the date of Contract
execution. On March 31, 2019, the website will contain the aforementioned information for
Participating States who have submitted their participating addendum by February 15, 2019.
After April 1, 2019, the uploading of a Participating State's information to the website must be
completed within fifteen (15) days of execution of the participating addendum.
Contractor is not required to provide online payment and ordering on its dedicated website.
2.6. Recruiting and Education of Approved Distributors
The Contractor will continue recruiting dealers to become Approved Distributors for
Participating States for the duration of the Contract. The Contractor is responsible for providing
sufficient coverage in each Participating State by ensuring that its authorized dealers are aware
of this Contract and understand how to become an Approved Distributor.
The Contractor will provide continued outreach with regards to the training of Approved
Distributors on the requirements of the Master Agreement. The Contractor is responsible for a
Approved Distributor's understanding of the tire discounts, service rates, and billing procedures
for their respective Participating State upon execution of a Dealer Agreement.
2.7. Shipping and Delivery
All deliveries will be F.O.B. destination. Delivery rates and terms shall be established upon
execution of the Contract. Orders to different agencies/departments of a Purchasing Entity shall
be shipped according to the delivery rates and terms established in this Contract. Responsibility
and liability for loss or damage shall remain the Contractor's until final inspection and
acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects,
fraud and Contractor's warranty obligations. The minimum shipment amount, if any, will be
found in the special terms and conditions. Any order for less than the specified amount is to be
shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an
Order to be shipped without transportation charges that is back ordered shall be shipped
without charge.
2.8. Tax Exemption
Sales tax is dynamic and the Contractor must comply with each Participating State's
requirements. If Contractor's Approved Distributors cannot invoice the correct tax based upon
the location (e.g., delivery location rather than Approved Distributor location) required by a
Participating State, Contractor must disclose that to the Participating State prior to execution of
a Participating Addendum with that State.
2.9. Multiple Accounts within a Purchasing Entity
Purchasing Entities may have different agencies, departments or divisions utilizing the goods
and/or services provided by the Contractor. The Contractor will maintain the ability to process
multiple individual accounts and unique users within a Purchasing Entity for the duration of the
Contract.
Contract — Goodyear Tire & Rubber Company 30
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
2.10. Payment Types
The Contractor must accept mailed and electronic payments/P-Cards and cannot charge
additional transaction fees under this Master Agreement.
2.11. High Volume Product
Participating States may negotiate with Contractor for more favorable tire/tube discounts for
their respective high volume products. Contractor will provide a copy of each Participating
State's discounts and pricing on the website when they are different from the standard
discounts and pricing of this Contract.
2.12. NASPO ValuePoint Administrative Fee and Reporting Requirements
The Contractor agrees to pay a NASPO ValuePoint administrative fee as specified in Section 6 of
the NASPO ValuePoint Master Agreement Terms and Conditions. Contractor also agrees to
provide the specific summary and detailed usage reporting requirements as prescribed by
Section 1.7 of the NASPO ValuePoint Master Agreement Terms and Conditions.
Contract — Goodyear Tire & Rubber Company 31
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
SECTION 3
Pricing
3.1. Tires and Tubes Percentage Discounts by Subcategory
Tire and Tube pricing includes all anticipated charges, including but not limited to, freight to
dealer locations, cost of product and services, transaction fees, overhead, profits, and other
costs or expenses incidental to the Contractor's performance. Tire and Tube pricing does not
include delivery to Purchasing Entities. Contractor's discount off of Manufacturer's Price List
(MPL) pricing is shown below:
Tires and Tubes Percentage Discounts by Subcategory
Sub-
category
Tire and Tube Type
Percent
Discount
MPL Name
MPL Date
MPL REF.
Numbers
#
NASPO Price Book
7/1/2018
B1
Pursuit and
52.5%
4.1.19 to 3.31.20
Base Price
Page 1
Performance Tires
from Goodyear
Book
NASPO Price Book
7/1/2018
B2
Automobile/Passenger
48%
4.1.19 to 3.31.20
Base Price
Pages 1-13
Vehicles
from Goodyear
Book
NASPO Price Book
7/1/2018
B3
Light Duty Trucks:
48%
4.1.19 to 3.31.20
Base Price
Pages 13-20
from Goodyear
Book
NASPO Price Book
7/1/2018
3a. Radial
48%
4.1.19 to 3.31.20
Base Price
Pages 13-20
from Goodyear
Book
3b. Bias
NA
NA
NA
NA
Medium
NASPO Price Book
7/1/2018
B4
Commercial/Heavy
60%
4.1.19 to 3.31.20
Base Price
Pages 20-27
Duty Trucks/Buses
from Goodyear
Book
NASPO Price Book
7/1/2018
65
Off Road
30%
4.1.19 to 3.31.20
Base Price
Pages 27-29
from Goodyear
Book
NASPO Price Book
7/1/2018
5a. Off Road Radial
30%
4.1.19 to 3.31.20
Base Price
Page 29
from Goodyear
Book
NASPO Price Book
7/1/2018
5b. Off Road Bias
30%
4.1.19 to 3.31.20
Base Price
Pages 27-29
from Goodyear
Book
Contract — Goodyear Tire & Rubber Company 32
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
3.2. Tire Service Pricing
Tire services include all minor parts and labor as a total service rate. Flat rate pricing and
availability of services is shown below:
Product Sub -Category 1 & 2
Product Sub -Category #3
Product Sub-Category#4
Type of Service
Medium Commercial/
Pursuit, Performance,
Light Duty Trucks
Heavy Duty/Bus
Passenger
Single
Dual
Tire Installation w/purchase in
1
store includes dismount of used
040-103-000 $0.00
040-107-000 $8.00
046-339-000
046-341-000
tires and tubes (per tire)
$24.00
$36.00
2
Change tire, dismount and mount
040-101-000 $8.50
040-102-000 $10.00
040-141-000
040-180-000
$27.51
$30.82
3
Flat Repair, remove, repair and
040-265-000 $14.00
040-266-000 $15.50
046-345-000
046-347-000
Im ount
$31.00
$45.00
4
�Flat repair, off vehicle
040-263-000 $14.00
040-263-000 $14.00
046-345-000
046-347-000$31.00
$45.00
5
Rotate mounted tires (per tire) -
046-161-000 $3.50
046-163-000 $3.50
046-109-000
046-109-000
$17.16
$17.16
6
New valve stem rubber or metal
Rubber 041-263-000 $3.00.
Rubber 041-263-000 $3.00.
041-210-000
041-210-000
per tire)
Metal 041-206-000 $6.75
Metal 041-206-000 $6.75
$9.00
$9.00
7
heel balance -computer spin
044-263-000 $10.95
044-263-000 $10.95
044-288-000
044-520-000
balance (Per Tire)
$33.00
$36.00
8
Wheel balance/Valve stem combo
044-203 000 $13.95
044-203-000 $13.95
044-208-000
044-208-000
per tire)
$38.72
$38.72
9 -
Alignment services- ,
9a. Standard two wheel
alignment
95 $69.
$69.95
NotAvailable"
Not Available
9b. Four wheel alignment
$74.95
$74.95
Not Available-
Not Ava ilable
Current Mfg's list price for
Current Mfg's list price for
9c. Bushing/cam alignment
parts; Labor based on
parts; Labor based on
NotAvailable-
NotAvailable
Mitchell Manual.
Mitchell Manual.
9d. Vehicle Alignment Check
Only
$29.00
$29.00
Not Available
of Available
10
Used tire recycle/disposal fee (per
ire)
See applicable state laws
See applicable state laws
See applicable
See
applicable
state laws
state laws
11
Bulk tire ( of six tons disposal min.
p
capacity)
See applicable state laws
See applicable state laws
See applicable
See
applicable
state laws
state laws
Contract -Goodyear Tire & Rubber Company 33
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
ire pressure monitoring kit (per Current Mfg.'s list price for Current Mfg.'s list price for
12 ire) kit; Labor rate per Mitchell kit; Labor rate per Mitchell
Manual. Manual.
13 ervice TPMS Sensors/System $2.50/Tire $2.50/Tire
3.3. Price and Rate Guarantee Period
The percentage discounts off MPL for tires and tubes must remain the same for the duration of
the Contract. The Contractor will provide an updated tire and tube price list annually with
updated effective dates.
Tire and tube pricing updates are allowed annually. A request for price increase must be
submitted to the Lead State Contract Administrator sixty (60) days prior to March 31 each year
for approval by the Lead State. Acceptable supporting documentation could include providing a
comparison of indices from the Producer Price Index which show an increase in the tire
manufacturing costs over a period of several years. Acceptable supporting documentation could
also include a copy of a letter from a supplier stating they are increasing their price to the
Contractor. The Lead State will determine whether the supporting documentation provided is
sufficient to justify the requested price increase and reserves the right to clarify or request
additional documentation.
The Lead State will provide written acceptance or denial of the proposed price increases to the
Contractor within 30 days of receipt of the request for price adjustment.
Contract — Goodyear Tire & Rubber Company 34
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
SECTION 4
Project Managers
4.1. Project Manager - Contractor
Jeff Goodenow
330-796-4352
330-796-3404 (FX)
jsgoodenow@goodyear.com
4.2. State of Iowa — DAS/Procurement Contact
Nancy Wheelock
515.725-2268
nancy.wheelock@iowa.gov
Contract — Goodyear Tire & Rubber Company 35
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
FIRST AMENDMENT
TO NASPO VALUEPOINT/STATE OF IOWA MASTER AGREEMENT" 19101
BETWEEN THE GOODYEAR TIRE & RUBBER COMPANY AND THE STATE OF IOWA
THIS FIRST AMENDMENT ("Amendment") is made to the NASPO ValuePoint/State of Iowa Master
Agreement 19101 executed November 5, 2018 (the "Agreement"), by and between The Goodyear Tire &
Rubber Company ("Contractor") and the State of Iowa ("Lead State"), together hereinafter referred to as
the "Parties", and shall be effective as of January 14, 2019 ("Amendment Effective Date"). WHEREAS, the
Agreement establishes the terms and conditions under which Contractor provides the staffing and related
services for Agency;
NOW, THEREFORE, in consideration of the mutual promises set forth below, the Parties hereby agrees as
follows:
1. Section 1.14.1 in the Agreement is amended as follows:
Section 1.14.1 currently states:
1.14 Shipping and Delivery
1.14.1 The prices are the delivered price to any Purchasing Entity. All deliveries shall
be F.O.B. destination, freight pre -paid, with all transportation and handling
charges paid by the Contractor. In accordance with section 5.1.4 of the RFP,
orders to different agencies of a Purchasing Entity shall be shipped with no
additional fees or freight charges added. Responsibility and liability for loss
or damage shall remain the Contractor's until final inspection and acceptance
when responsibility shall pass to the Purchasing Entity except as to latent
defects, fraud and Contractor's warranty obligations. The minimum
shipment amount, if any, will be found in the special terms and conditions.
Any orderfor less than the specified amount is to be shipped with the freight
prepaid and added as a separate item on the invoice. Any portion of an Order
to be shipped without transportation charges that is back ordered shall be
shipped without charge.
Section 1.14.1 is amended to state:
1.14 Shipping and Delivery
1.14.1 All deliveries will be F.O.B. destination. Delivery rates and terms shall be
established upon execution of a Participating Addendum and/or Dealer
Agreement for individual states. Orders to different agencies/departments of
a Purchasing Entity shall be shipped according to the delivery rates and terms
established in the Participating Addendum and/or Dealer Agreement.
Responsibility and liability for loss or damage shall remain the Contractor's
until final inspection and acceptance when responsibility shall pass to the
Purchasing Entity except as to latent defects, fraud and Contractor's warranty
obligations. The minimum shipment amount, if any, will be found
in the special terms and conditions. Any order for less than the specified
amount is to be shipped with the freight prepaid and added as a separate
item on the invoice. Any portion of an Order to be shipped without
transportation charges that is back ordered shall be shipped without charge.
Amendment One — MA19101 Goodyear Contract
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
Z. Section 2.3 in the Agreement is amended as follows:
Section 2.3 currently states:
2.3 Approved Distributors List
Contractor will provide a list of its Approved Distributors for each Participating State for
this Contract. The Approved Distributor list will, at a minimum, provide the following
approved distributor information:
Approved Distributor's Business Name
Street Address, City, State, Zip Code
Phone Number
Fax Number
Contact Name
Contact Email Address
Tire Categories Sold (Passenger, Lt. Truck, Med. Truck, Off Road, etc.)
Delivery Service Provider (Y or N)
Delivery Rates
Delivery Terms
Other reporting fields may be required by Participating States in their respective
participating addendums.
The Approved Distributor list will be updated within fifteen (15) calendar days of
Contractor's knowledge of a change regarding an Approved Distributor's ownership,
business closing, new participation in Contract, delivery service rate or terms, and
contact information.
Section 2.3 is amended to state:
2.3 Approved Distributors List
Contractor will provide a list of its Approved Distributors for each Participating State for
this Contract. The Approved Distributor list will, at a minimum, provide the following
approved distributor information:
Approved Distributor's Business Name
Street Address, City, State, Zip Code
Phone Number
Fax Number
Contact Name
Contact Email Address
Tire Categories Sold (Passenger, Lt. Truck, Med. Truck, Off Road, etc.)
Delivery Service Provider (Y or N)
Delivery Rates, if applicable for the state
Delivery Terms, if applicable for the state
Other reporting fields may be required by Participating States in their respective
participating addendums.
Amendment One — MA19101 Goodyear Contract 2
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
The Approved Distributor list will be updated within fifteen (15) calendar days of
Contractor's knowledge of a change regarding an Approved Distributor's ownership,
business closing, new participation in Contract, delivery information, and contact
information.
3. Section 2.7 in the Agreement is amended as follows:
Section 2.7 currently states:
2.7 Shipping and Delivery
All deliveries will be F.O.8, destination. Delivery rates and terms shall be established upon
execution of the Contract. Orders to different agencies/departments of a Purchasing
Entity shall be shipped according to the delivery rates and terms established in this
Contract. Responsibility and liability for loss or damage shall remain the Contractor's until
final inspection and acceptance when responsibility shall pass to the Purchasing Entity
except as to latent defects, fraud and Contractor's warranty obligations. The minimum
shipment amount, if any, will be found in the special terms and conditions. Any order for
less than the specified amount is to be shipped with the freight prepaid and added as a
separate item on the invoice. Any portion of an Order to be shipped without
transportation charges that is back ordered shall be shipped without charge.
Section 2.7 is amended to state:
2.7 Shipping and Delivery
As stated in section 1.14.1.
Except as expressly amer...ded hereby, all of the provisions of the Agreement shall remain unchanged and
shall continue in full force and effect. From and afterthe Amendment Effective Date, all references in the
Agreement to "this Contract" (and all indirect references such as "hereir?", "hereby", "hereunder", and
"hereof`) shall be deemed to refer to the Contract as amended by this Amendment.
THE GOODYEAR TIRE & RUBBER COMPANY
By:
flame: M n Carroll
Title: Channel Manager Government Sales
Date: [ ��
Amendment One - MA19101 Goodyear Contract
STATE OF IOWA
IOWA DEPARTMENT OF ADMINISTRATIVE SERVICES -
CENTRAL PROCUREMENT
By: adL z-
Name: Alien Meyer
Title: Chief Operating Officer
Date: C 14 2,0P I
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
SECOND AMENDMENT
TO NASPO VALUEPOINT/STATE OF IOWA MASTER AGREEMENT 19101
BETWEEN THE GOODYEAR TIRE & RUBBER COMPANY AND THE STATE OF IOWA
THIS SECOND AMENDMENT ("Amendment") is made to the NASPO ValuePoint/State of Iowa Master
Agreement 19101 executed November 5, 2018 (the "Agreement"), by and between The Goodyear Tire &
Rubber Company ("Contractor") and the State of Iowa ("Lead State"), together hereinafter referred to
as the "Parties", and shall be effective as of February 15, 2019 ("Amendment Effective Date").
WHEREAS, the Agreement establishes the terms and conditions under which Contractor provides the
staffing and related services for the Lead State;
NOW, THEREFORE, in consideration of the mutual promises set forth below, the Parties hereby agrees
as follows:
1. Section 4.2.4.10. Emergency Roadside Assistance within Section 4.2.4. Detailed Services
Specifications (Scope of Work) in RFP1118005083 is restated and added to Section 2 - Scope of
Work in the Agreement:
Section 4.2.4.10. within Section 4.2.4. of RFP1118005083 currently states:
Emergency Roadside Assistance (price per hour for labor or service call)
Offeror's Approved Distributors shall provide completetwenty-four (24) hour
roadside service, as required. Dispatch response time (arrival time by Offeror's
Approved Distributors to Using Entity identified location), shall occur within the time
parameters requested by the Using Entity at the time of contact (one hour, 2-5 hours,
24 hours etc.). Offeror's Approved Distributors shall make every effort possible,
including having all necessary tools, replacement materials and labor on hand at time
of repair, to make all roadside repairs and tire replacement(s) in a safe, cost efficient
manner. In the event that Offeror's Approved Distributors is unable or unwilling to
respond within the required dispatch time after telephone notification of the
emergency, the Using Entity reserves the right to procure the Products or Services or a
combination of Products and Services elsewhere without contract violation.
Section 4.2.4.10. within Section 4.2.4. of RFP1118005083 is amended in Section 2 — Scope of
Work in the Agreement to state:
2.2.4.13. Emergency Roadside Assistance
Contractor's Approved Distributors who are equipped to provide roadside
assistance will provide complete twenty-four (24) hour roadside service, as
required. Dispatch response time (arrival time by Contractor's Approved
Distributors to Using Entity identified location), shall occur within the time
parameters stated in the Participating Addendum (one hour, 2-5 hours, 24
hours etc.). Contractor's Approved Distributors who are equipped to
provide roadside assistance will make every effort possible, including
having all necessary tools, replacement materials and labor on hand at
time of repair, to make all roadside repairs and tire replacement(s) in a
safe, cost efficient manner. In the event that Contractor's Approved
Distributor is unable or unwilling to respond within the required dispatch
Amendment Two — MA19101 Goodyear Contract 1
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
time after telephone notification of the emergency, the Using Entity
reserves the right to procure the Products or Services or a combination of
Products and Services elsewhere without contract violation.
Contractor will provide its national price list and terms for emergency
roadside assistance. Rates and service terms may be negotiated by the
Participating State or Entity and established through the Participating
Addendum.
Except as expressly amended hereby, all of the provisions of the Agreement shall remain
unchanged and shall continue in full force and effect. From and after the Amendment Effective
Date, all references in the Agreement to "this Contract" (and all indirect references such as
"herein", "hereby", "hereunder", and "hereof") shall be deemed to refer to the Contract as
amended by this Amendment.
THE GOODYEAR TIRE & RUBBER COMPANY
By.
Name: a on Carroll
Title: Channel Manager Government Sales
Date: -�� (( 2
Amendment Two— MA19101 Goodyear Contract
STATE OF IOWA
IOWA DEPARTMENT OF ADMINISTRATIVE SERVICES —
CENTRAL PROCUREMENT
By:
Name: Allen Meyer
Title: Chief Operating Officer
Date: 2 12,0 1 q
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
COMMERCIAL SERVICE PRICING
Pickup or delivery of tires, wheels, rims for replacement, retreading, or repair will be subject to a P&D
Fuel surcharge. All regular in -shop rates will apply for work performed. ALL ROAD SERVICE WILL BE
CHARGED AT AN HOUR AND HALF HOUR RATE.
All service charges include at no extra cost miscellaneous road service labor charges such as flat repairs
up to 3/8"" diameter and mounts and dismounts. Charges for materials may be assessed such as valve
hardware, studs, tubes, etc.
All Goodyear National and Consumer accounts and their divisions and subsidiaries are approved to
receive National Account billing on truck tire service charges that may be incurred unless otherwise
stated in the National Account Instruction Manual.
These charges are countrywide. The below prices apply to National Account purchases when delivered
by any supply point, including dealers. Portal to portal charges are to be calculated from the servicing
dealer location only.
Emergency/Yard Service Calls
Emergency Road Service Regular Hours — Service that is needed right away, on the highway—8:00am to
S:00pm.
Emergency Road Service After Hours — 5:00pm to 8:00am — Supply point may elect to charge a 2 hour
minimum for after hours emergency service calls.
Towing Fees 046154 FR/CML
Toll Fees 046428 FR/CML
Mileage Over20Miles Per Call (Portal to Portal)
Adjusted Weekly, see www.ti re-hq.com 046 904
Fuel Surcharge
First 20 miles is charged a surcharge, flat charge indexed weekly. Applies to pickup delivery and road service calls.
Adjusted Weekly, see www.tire-hq.com 047526
Commercial Wide Base Scrap Disposal Fee 04637S FR/CML
Commercial Disposal Fee
exceptAR,OK—ineligible with newtire purchase(NYmax $2.50) 046356 FR/CML
Tire Disposal forARandOKonlyw/outtirepurchase —for consumer or commercial tires 040206 FR/CML
National Account customers will not pay shop supplies * All prices are for most vehicles, some may require additional charges.
Abbreviations- ADT- Actual Diagnostic Time; CIR- Current Inspection Rate; CL/GSP- Current list or Goodyear Selling Price; F/R- Flat rate; N/C No
Charge; CML- Current Manufacturer's List Updated 1210112018
27
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
Emerg Road Svc Cal I -Reg Hrs./Per Hr. - 8:OOam - S:OOpm Monday thru Friday 046 240 $109.00
Emerg Road Svc Cal I -Reg Hrs./Per 1/2 Hr. - 8:OOam - 5:00 pm Monday thru Friday 046 241 $ 54.50
Emerg Road Svc Call -After Hrs./Per Hr. - S:OOpm - 8:OOam Monday— Friday, All Day Sat, Sun and Holidays 046 242 $129.00
Emerg Road Svc Call -After Hrs./Per 1/2 Hr. - S:00pm - 8:OOam Monday— Friday, All Day Sat, Sun and Holidays 046 243 $ 64.50
Yard Call -Reg Hrs./Per Hr. 046 244 $ 89.00
Yard Call -Reg Hrs./Per 1/2 Hr. 046 245 $ 44.50
Yard Call -After Hrs./Per Hr. 046 246 $109.00
Yard Call -After Hrs./Per 1/2 Hr. 046 247 $ 54.50
Yard Call One Time Charge
Emerg Unscheduled Yard Call Hrs/Per Hr. 046 381 $ 95.00
Emerg Unscheduled Yard Call per 1/2 Hr. 046 382 $ 47.50
National Account customers will not pay shop supplies * All prices are for most vehicles, some may require additional charges.
Abbreviations- ADT- Actual Diagnostic Time; CIR- Current Inspection Rate; CL/GSP- Current list or Goodyear Selling Price; F/R- Flat rate; N/C No
Charge; CML- Current Manufacturer's List Updated 1210112018
28
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
NASPO ValuePoint h
PARTICIPATING ADDENDUM NASPO
TIRES, TUBES AND SERVICES
ValuePoint
Led by the State of Iowa
EXHIBIT C
Master Agreement #: 19101
Contractor: THE GOODYEAR TIRE AND RUBBER COMPANY
Participating Entity: STATE OF FLORIDA
The following products or services are included in this contract portfolio:
+ All products and accessories listed o'n the Contractor page of the NASPO ValuePoint website.
Master Agreement Terms and Conditions:
1. Scone: This addendum covers the Tires, Tubes & Services led by the State of Iowa, for use by state
agencies and other entities located in the Participating State authorized by that State's statutes to
utilize State contracts with the prior approval of the State's Chief procurement official.
2. Participation: This NASPO ValuePoint Master Agreement may be used by all state agencies,
institutions of higher education, political subdivisions and other entities authorized to use
statewide contracts in the State of Florida. issues of interpretation and eligibility for participation
are solely within the authority of the State Chief procurement Official.
3. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows
(or their named successors):
Contractor
Contact: The Goodyear Tire & Rubber Company
Jeff Goodenow
Address: J 200 Innovation Way, Akron, OH 44316-0001
Telephone: 1 (330) 796-4352
Fax: (330) 796-3404
Email: jsgoodenow@goodvear.com
Page 1 of 3
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
NASPO ValuePoint NASPO
PARTICIPATING ADDENDUM
TIRES, TUBES AND SERVICES ValuePoint
Led by the State of Iowa
EXHIBIT C
Participating Entity
Name:
Florida Department of Management Services
Division of State Purchasing
Address:
4050 Esplanade Way, Tallahassee, FL 32399
Telephone:
(850) 488-8440
Fax:
(850) 414-6122
Email:
singlesource@dms.myflorida.com
4. Participating Entity Modifications or Additions To The Master Agreement
These modifications or additions apply only to actions and relationships within the Participating
Entity:
Participating Entity must check one of the boxes below.
(_._ j No changes to the terms and conditions of the Master Agreement are required.
[ X j The following changes are modifying or supplementing the Master Agreement terms and
conditions.
See Exhibit A, Special Contract Conditions, and Exhibit B, Goodyear Price Sheets.
5. Subcontractors: All contactors, dealers, and resellers authorized in the State of Florida, as shown on
the dedicated Contractor (cooperative contract) website, are approved to provide sales and service
support to participants in the NASPO ValuePoint Master Agreement. The contractor's dealer
participation will be in accordance with the terms and conditions set forth in the aforementioned
Master Agreement.
6. Orders: Any order placed by a Participating Entity or Purchasing Entity for a product and/or service
available from this Master Agreement shall be deemed to be a sale under (and governed by the
prices and other terms and conditions) of the MasterAgreement unless the parties to the order
agree in writing that another contract or agreement applies to such order.
7. Delivery: The Contractor is responsible for all shipping charges related to this contract.
Page 2 of 3
DocuSign Envelope ID: E70BC2C3-656F-4833-AB89-96BBDA232E64
NASPO ValuePoint
PARTICIPATING ADDENDUM NASPO
TIRES, TUBES AND SERVICES Valuehint
Led by the State of Iowa
EXHIBIT C
IN WITNESS, WHEREOF, the parties have executed this Addendum as of the date of execution by both
parties below.
Participating Entity:
Contractor:
�A
The Goodyear Tire & Rubber Company
Signature:
Signature:2v;
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Ws=SEA]
.
N,Ae:
Name:
Michael V Dwyer '.;tltR • • •'''
Title:
Title:
Chief Customer Officer North America
Date:
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pate: ��
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For questions on executing a participating addendum, please contact:
NASPO ValuePoint
Development Coordinator: 1 Shannon
Telephone: (775) 720-3404
Email:
[Please email fully executed PDF copy of this document to
PALMnasaovaluepointora
to support documentation of participation and posting in
appropriate data bases.]
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