Loading...
6364-Police Motorcycles Contract-Signed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Contract Value Piggy Back Option Contract Expiration DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA RFP Jody Word 6364 $222,690 POLICE MOTORCYCLES yes 4/18/17 4/18/2020 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND AMERICAN EAGLE HARLEY-DAVIDSON, LLC (RFP 6364) THIS CONTRACT is made and entered into this date _______________________, by and between American Eagle Harley-Davidson, LLC a corporation, whose address is 5920 S. I35E Corinth, TX 76210, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City’s RFP# 6364-POLICE MOTORCYCLES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP #6364 (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Supplier’s Proposal. (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Page 1 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA April 18, 2017 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name: ______________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ TODD HILEMAN CITY MANAGER BY: __________________________________ Date: ________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: __________________________________ Page 2 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA General Manager 4/6/2017 bobby.c@aeharley.com Bryan.t@aehsrley.com 940-498-5000 Bryan Tynes 4/19/2017 Exhibit A Special Terms and Conditions 1. The Quantities 2. Product Changes During Contract Term 3. Authorized Distributor 4. Contract Terms 5. Price Escalation and De-escalation The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Page 3 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA The contract total shall not exceed $222,690. Pricing shall be per Exhibit E attached. Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Page 4 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must Supplier. No Terms and Conditions contained in statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed -of-way. 1. . The Contractor shall fully and timely provide all the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. . Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. : The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. : The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. : Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Page 5 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 6 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA et seq et seq Page 7 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 8 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 9 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA – – Page 10 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 11 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 12 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 13 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 14 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 15 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 16 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 17 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 18 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 19 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 20 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 21 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 22 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 23 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 24 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 25 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 26 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 27 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 28 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 29 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 30 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 31 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 32 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 33 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 34 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Page 35 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Exhibit F Page 36 of 36 DocuSign Envelope ID: AB3BB496-849C-4A1A-8FA3-992808D02DEA Certificate Of Completion Envelope Id: AB3BB496849C4A1A8FA3992808D02DEA Status: Completed Subject: City Council Docusign Item - 6364-Police Motorcycles Source Envelope: Document Pages: 37 Signatures: 4 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Jody Word Certificate Pages: 6 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Payments: 0 jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 4/3/2017 3:52:57 PM Holder: Jody Word jody.word@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 4/3/2017 4:07:47 PM Viewed: 4/3/2017 4:07:55 PM Signed: 4/3/2017 4:10:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Bobby Callahan bobby.c@aeharley.com General Manager Bryan Tynes Security Level: Email, Account Authentication (Optional) Using IP Address: 107.77.201.39 Signed using mobile Sent: 4/3/2017 4:10:20 PM Resent: 4/5/2017 1:40:32 PM Viewed: 4/3/2017 4:36:30 PM Signed: 4/6/2017 7:32:29 AM Electronic Record and Signature Disclosure: Accepted: 4/3/2017 4:36:30 PM ID: 2ecc5520-8181-42e9-af7d-27ad3b822dc7 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 4/6/2017 7:32:32 AM Viewed: 4/6/2017 9:19:26 AM Signed: 4/6/2017 9:19:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 4/6/2017 9:19:40 AM Viewed: 4/6/2017 11:07:04 AM Signed: 4/19/2017 7:43:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 47.190.47.120 Signed using mobile Sent: 4/19/2017 7:43:50 AM Viewed: 4/19/2017 7:51:10 AM Signed: 4/19/2017 7:51:24 AM Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID: 8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 4/19/2017 7:51:27 AM Viewed: 4/19/2017 8:22:27 AM Signed: 4/19/2017 8:22:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/6/2017 7:32:31 AM Viewed: 4/6/2017 7:44:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 4/6/2017 7:32:31 AM Viewed: 4/19/2017 8:26:21 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/19/2017 7:43:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Carbon Copy Events Status Timestamp Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 4/19/2017 7:43:49 AM Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/19/2017 8:22:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/19/2017 8:22:49 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Charlie Rosendahl charlie.rosendahl@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 4/19/2017 8:22:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 4/19/2017 8:22:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/19/2017 8:22:52 AM Certified Delivered Security Checked 4/19/2017 8:22:52 AM Signing Complete Security Checked 4/19/2017 8:22:52 AM Completed Security Checked 4/19/2017 8:22:52 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Bobby Callahan, Todd Hileman, Robin Fox