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2014-408ORDINANCE NO. 2014-408 AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR THE ANNUAL SUPPLY OF LIGHT DUTY VEHICLES FOR VARIOUS CITY OF DENTON DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 5647-AWARDED TO THE LOWEST RESPONSIBLE BIDDER MEETING SPECIFICATIONS, JAMES WOOD AUTOPARK IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $3,079,769). WHEREAS, the City has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered bids for materials, equipment, supplies,mor services, shown in the "Bid Proposals" on file in the office of the City Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: BID ITEM NUMBER _NO 5647 1-55 VENDOR James Wood Autopark AMOUNT $3,079,769 SECTION 2. By the acceptance and approval of the above numbered items of the submitted bids, the City accepts the offer of the persons submitting the bids for such items and agrees to pur- chase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his designated representative is hereby authorized to execute a written contract in accordance with the terms, conditions, speciiications, standards, quantities and specified sums contained in the Bid Proposal and related documents and to extend that contract as determined to be advantageous to the City of Denton. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under Bid 5647 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. � , l'��;�JI� 1�d��:� �k��`��i�1�1^;I:� il�r�.��'.��.��. �,1�� " ? °�,�°�..�'��,�w ��1�. �� °�, �� ,,�� ,. �,�� . , ....... ��... � ....�.�............ � �� .., mm�. �;"�1��T5 WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. � ��"`�ry° v_�� 4,�f �� °"�� "�� `� ��r��'' �,, �. , �� 9�'� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY _�� .� . ��t�i�i:�.is �'�,� �� ^ BY° � . � � . _�... � �� , ,�� CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ANNUAL SUPPLY OF LIGHT DUTY VEHICLES (5647) '��-�� (:'��f�'�,':N�.�1.�"'I" "¢� ��a��ci� r�m��l c°��r��,c� iaatc� til�i^� '� � , � � '� � s'�' , ��Kry �.� f � „��° r "', �,�,�r� �.µ �w . f:)�., �:�.�...� _ 2014, by and between James Wood Autopark a corporation, whose address is 3906 I-35E South, Denton, TX 76202, 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 benefts to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP #5647 Annual Supplv of Li h�y Vehicles, 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) Terms and Conditions (Exhibit "A") (b) City of Denton's RFP 5647 (Exhibit "B" on �le at the office of the Purchasing Agent) (c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (d) Supplier's Proposal. (Exhibit "D"); 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." RFP 5647 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY JAMES WOOD AUT PARK BY: �� i� V � AUT I�ORIZED IGNATURE Date: ��' �' Name: �� (�b�zc'r Title; �+��►�/'c�� s�/ts /`ls� �Ym�s9i-s�6� PHONE NUMBER 9y�•3y9-�� FAX NUMBER CITY OF DENTON, TEXAS .. �� BY. �'��,,� p� � „�� :� �..� � (�w1^��I��.r1.� ��", CAMPBELL, �. I°p"�'' MANAGER �, � V � � � � � � � BY 'w ��..��..�.��"�'�'�'�,,��.,�'�� Date:_......._....�� W �'-� �� ,..,..: f� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �„�,,, w.- � ��.,,, �,�,,,� BY; �°" �,,,,�,,,� �� , _m�.� .... ..........W RFP 5647 EXn�b�t A Special Terms and Conditions The Quantities indicated on Exhibit D are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the contracted prices. Individual purchase orders will be issued on an as needed basis. Product Chan�es During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasin�(r.�,citvofdenton.com, with the above fle number in the subject line, for review. Products found to have changed specifications without notifcation, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined quarterly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. 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. Total Contract Amount The contract total shall not exceed $3,079,769. Pricing shall be per Exhibit D attached. Delivery Lead Time RFP 5647 Product or services shall be delivered to the City per the number of days noted in Exhibit D after receipt of the order. Additional Services The following services shall be provided by the supplier for no additional cost to the City: • Comparable loaner vehicle for warranty repairs. • Courtesy exterior wash with every visit of vehicle purchased through this agreement. • Planned maintenance programs for vehicles purchased through this agreement. • Scheduled maintenance for 3 years or 36,000 miles. • Pickup and delivery services for repairs within a radius of 10 miles from Denton, TX. • Multi-point inspection and condition report with every visit. • Free delivery to the City of Denton, TX for vehicles purchased through this agreement. RFP 5647 � 1• � �, � ' � � � � These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Cantracts/Purchase Orders issued by the City of Dentan hereinafter referred ta as the City ar Buyer and the Seller herein after referred to as the Supplier. Any deviatians must be in writing and signed by a representative of the City's Pracurement Department and the Supplier. Na Terms and Conditions contained in the Supplier's Praposal response, Invoice or Statement shall serve to madify the terms set farth herein. If there is a canflict between the provisions on the face of the Contract/Purchase Order these written provisians will take precedence. By submitting an Offer in response to the Salicitation, the Supplier agrees that the contract shall be governed by the following terms and canditions, unless exceptians are duly noted and fully negatiated. Unless atherwise specified in the contract, Sectians 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply anly to a Salicitation to purchase Goads, and Sectians 9, 10, 11 and 22 shall apply anly to a Solicitation to purchase Services to be performed principally at the City's premises ar on public rights-of-way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. 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 perfarmed in accordance with the Contract. 3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with good cammercial practice and shall include a packing list showing the descriptian 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 and permanently marked as follows: (a) The Supplier's name and address, (b) the City's name, 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 l of 4 boxes, and (d) the number of the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportatian 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. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier 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 & RISK OF LOSS: Title ta and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point af delivery unless otherwise specifed in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what methad of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery befare accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Supplier's, or the Supplier's Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the Supplier shall furnish, ar cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply RFP 5647 with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as reyuired in order for the Supplier to perform the services in a timely and efiicient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service reyuirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitatian or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. lmmigratian: The Supplier represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of ttre Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulatians issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seg.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill af lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's RFP 5647 invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Cade Sectian 2251.025 or the maximum lawful rate; except, if payment is nat timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Supplier to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld ifthe Supplier is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: RFP 5647 i. a waiver of all claims by the City against the Supplier, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective wark appearing after final inspectian, (3) arising from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii, a waiver of aIl ciaims by the Supplier against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Supplier for the purpose of filling this order, such special tooling equipment and any pracess sheets related thereto shall become the property of the City and shall be identified by the Supplier as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies af the baoks, records and computations pertaining to the Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case recards shall be kept until all audit tasks are completed and resolved. These books, records, docurnents and other evidence shall be available, within ten (]0) business days of written request. Further, the Supplier shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those dacuments. All books and recards will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms 66UOORS99' 66C�COP�S999 "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a iinal printed document. l8. SUBCONTRACTORS: A. If the Supplier identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Supplier shall comply with all requirements approved by ttre City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. reGuire that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor fram further subcontracting any portion of the Contract without the prior written cansent af the City and the Supplier. The City may require, as a condition to such further subcontracting, that ttre Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Supplier in sufficient time ta enable the Supplier to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specifed for the Supplier, with the City being a natned insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is required to indemnify the City. C. The Supplier shall be fully responsible ta the City for all acts and omissions of the Subcantractors just as the Supplier is responsible for ttre Supplier's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier nat later than ten (10) calendar days after receipt of payment from the City. RFP 5647 19. WARRANTY-PRICE: A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by others for like deliverables under similar terms ofpurchase. B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, or otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Supplier warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Supplier, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identiiied as such. B. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least ane year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Supplier is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other sources. In such event, the Supplier shall pay ta the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Supplier is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Supplier shall transfer and assign suctr manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Supplier shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a gaod and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulatians. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specifed in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand perform the services again in accordance with above standard at na additional cost to the City. All casts incidental to such additional performance shall be borne by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the 5upplier, and purchase conforming services from other sources. In RFP 5647 such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring irnmediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforrning deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City hy the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party ta the Contract in good faith has reason ta question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time speciiied after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work until notified by the City that the violation ar unsafe condition has been corrected. The Supplier shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Supplier's Offer, ar in any report or deliverable required to be submitted by the Supplier to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to terminate the Cantract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence sufficient to prave to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specifed in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be submitted by the Supplier to the City shall be grounds for the termination of the Cantract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is in its best interest. If such delay causes an increase in the cost af the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute an amendment to the Contract. The Supplier must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier RFP 5647 fram delaying the delivery as notified. B. Neither party shall be liable for any default ar delay in the performance of its obfigations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasanahle control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days ta establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Defnitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of actian, judgments and liability of every character, type or description, including all reasonable casts and expenses of litigation, mediation ar other alternate dispute resolution mechanism, including attorney and other professional fees for: (1} damage to or loss of the praperty of any person (including, but not limited to the City, the Supplier, their respective agents, officers, employees and subcontractors; the afficers, agents, and employees of such subcontractors; and third parties); and/ar (2) death, bodily injury, illness, disease, worker's compensatian, loss af services, or loss of income or wages ta any person (including but not limited to the agents, ofiicers and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DEFEND (AT THE dPTION OF THE CITY}, INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS� OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMN[F1ED CLAIMS DIRECTLY AR[SING OUT OF, INCIDENT TO, CONCERNING OR RESULTINC FROM THE FAULT oF'rHE SUPPLIER, OR THE SUPPLIER�S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTHINC HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLl1llING' BUT IYOT LIMITED TO, THE R[GHT TO SEEK CONTRIBUTION} AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAiM. 32. INSURANCE: The fallowing insurance requirements are applicable, in addition to the specific insurance requirements detailed in the solicitation document. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City af Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Cantract, including extension options and hold over periods, and during any warranty periad. ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of caverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualifcation from consideration for award. The Supplier must also forward a Certificate af Insurance to the City whenever a previously identified policy periad has expired, or an extension option or hold over period is exercised, as verification of continuing caverage. iii. The Supplier shal( not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve ar decrease the liability of the Supplier hereunder and shall not be canstrued ta be a limitatian of liability on the part of the Supplier. iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the subcantractors commencing wark an the praject. v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation caverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation numher and the following information: City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76209 I:i��Syl vii. The 66OL��P�� insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amaunts agreed to with the City, the Supplier shall carry Umbrella or Excess Liability Insurance far any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves ttre right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upan changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Supplier. xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specifed in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in ttre solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or concerns the Contract, or which cauld have a material adverse affect on the Supplier's ability to perform thereunder, the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3} business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upan receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address specified in the Supplier's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier to be proprietary must be clearly marked as such. Determination of the public nature af the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the City that: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii} the deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind af any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasanable fees of attorneys and other professionals) arising aut of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; RFP 5647 or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City's behalf. Purther, Supplier agrees that the City's specifications regarding the deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, canfidential know-how, confidential business information, and other informatian which the City or its licensors consider confdential) (collectively, "Confidential Infarmation"). Supplier acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Supplier (including its emplayees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an arder af any court or other governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Supplier agrees to use pratective measures no less stringent than the Supplier uses within its own business ta protect its own most valuable information, whictr protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Supplier for the City and the City shall own all copyrights in and to such deliverables, pravided however, that nathing in this Paragraph 3$ shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Shauld by aperation of law, such deliverables not be considered works made-for-hire, the Supplier hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment ta the City o� all worldwide right, title, and interest in and to such deliverables. W ith respect to such work made-for-hire, the Supplier agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City ar at such other time as the City may request. C. Additional Assignments. Ttre Supplier further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all ather instruments which the City might reasonably deem necessary in order to apply far and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Supplier's abligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 3$ a., b., and c. shall continue after the termination of this Cantract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the RFP 5647 City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upan any agreement or understanding for commission, percentage, brakerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition ta any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment witkr respect to ttre awarding or amending or the making of any determinatians with respect to the performing of such contract. ln the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City wha is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissaL Any violation of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/employee relationship; a partnership, or a joint venture. The Supplier's services shall be thase of an independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacatian or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Supplier without the prior written consent of the City. Any attempted assignment or delegation by the Supplier shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits an any person, firm or entity not a party hereto; it being the intentian of the parties that there are no third party beneiiciaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of ttre Contract can be discharged in whole or in part by a waiver or renunciation ofthe claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modiiied or amended only by a writing signed by bath parties. No pre-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, cavenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a fnal, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to bath parties, reading no provisions more strictly against one party or the other. Whenever a term defned by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall RFP 5647 control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises aut of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the fling of a lawsuit to toll the running af a statute of limitations or to seek injunctive relie£ Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith ta negotiate a resolution af the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by botkr parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualifed individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter af the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Dentan County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days fram the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any pravision af the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Cantract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portian or provision held ta be void. The parties further agree to reform the Contract ta replace any stricken provision with a valid provision that comes as close as possible ta the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from heing void shauld a provisian which is the essence of the Contract be determined to be vaid. 52. HOLIDAYS: The following holidays are observed by the City New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Dav (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday thraugh Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized • • �. designee. 53. SURV[VABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards ta parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Cantracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded fram Federal Procurement and Nan-Procurement Programs, the State af Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offerar, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defned in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable ta certain federally funded requirements} The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Supplier, all costs associated with the manufacture of the component, including transportation costs as described, in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2} An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its camponents. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United 5tates is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Supplier shall deliver only domestic end products except to the extent that it specifed delivery of foreign end products in the provision ofthe Solicitation entitled "Buy American Act Certiiicate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitatian, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. • •, , . 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. PREVAILING WAGE TES: All suppliers will be required to comply with Provisian 5159a of 66Vernon's Annatated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. h�://www. access.gpo. �ov/dav i s bacon/tx.html 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws at all times, including, without limitatian, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section ] 706, amending Section 530 of the Revenue Act af of 197$, dealing with issuance of Form W-2's to common law employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omissian or breach of this Section. 62. DRUG FREE WOR LACE: The supplier shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug- free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the supplier shall comply with the relevant provisians thereof, including any amendments to the final rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any perfarmance pursuant ta the Contract. The Supplier shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and tkre Supplier shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable ta the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as suckr circumstances prevail and the Supplier continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) ca(endar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will nat affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right ar remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. RFP 5647 67. RECORDS RETEIVTION: The Supplier shall retain all financial records, supporting dacuments, statistical records, and any other records ar books relating to the performances called for in the Contract. The Supplier shall retain all such records for a period of four (4) years after the expiratian of the Cantract, or until the CPA ar State Auditor's Offce is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Supplier shall grant access to all books, records and documents pertinent ta the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has autharity to review records due to federal funds be►ng spent under the Contract. I' ' � � Exhibit C LICT OF INTEREST QUESTIONNAIRE — FORM CIQ � � CONF �� For vendor or other person doing business with local �overnmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. This questionnaire is being iiled in accordance with chapter 176 of the Local Government Code by a person who has a business relationship ' as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that reyuire the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this s�cti�n is � Class C °sdernean�r. � Name of person who has a business �� mm" � � mm m ��m 1 ' relationship with local governmental entity. ;....,. 2 � Check this box if ou are filin an u date to a reviousl filed ue W�� m� � � �� y g p p y q stionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7�h business d� after the date the �z�q ir�� filed �g�w��hdc�r�naire P��.�rru�� fim��a�� I�t� or inaccurate.' 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer 'Chrs sectio�, (�tesn 3�nc6isdrng saabparts A, fi, ��c I)}, rraust be completed it�r each af�icer w�tlt vvlta�n the $iler has an �mploytne�t or t�ther bustiness �elati�nshbp �s deffi�nEd by Sece�au 176.6Q1(1-a), Lac�l �overnr��e�it Code. Aitacir add�iional pages to this Form �I� as necessary. F.. Is the local gove e�t affacer na�ed rn th�s seci�an rece�ving or likely t� rece�ae taxable �nc€s�7e, othe� thara i'�v�siment incoine, fro�� the filer €�f the questiocinaire'? q....�� a� ��.�I �c�� I �::8. Is the �'iler of tl�e questranna�re receiving or lilcely ia receive taxable income, tather than rnvestrner�t �ncorr�e, from or at the d�rection of the local gaveriitx�el't �ffce�- �arn�d in thrs sect�on ANLi Yhe taxable rflicorne �s not reue�ved i°r�m the lac�al gaver�stnenta� ent�ty D I��. I �'o�� ...�..� No �. Is the filer of ihls qu�st�on�sa�re employed by a co�°por�i�on or oth�r business entity �vbth respect to �rhich ihe local governmeni caff cer se�-ves as an offic��- or di�-ecior, or holds �n awuersh�p of 16 percer�t or rraore? Y.Y�.� 1(cs; � Na L7. L?escribe each attiliatio�a c�r bus��ss relationship. � I have no Conflict of Interest to di �� , � �� ___�... ..4� � sclose. �..�.m. __ �".: � � � m .._ �. .... �. .. ....�� . ....� � 5 e �ignatu af person doiri busreaess wrth the overnmer�ta... �� .�. �� i'�" �� g l eniity Date RFP 5647 EXHIBIT D IFB-BV 5647 -SUPPLY OF LIGHT DUTY VEHICLES JAMES WOOD AUTOPARK �E'NT�MI�, TX SECTION A Number Cost for 5 List Standard ordays Line DESCRIPTION 2015 Base Engine Size ��t�� Yr�Ex�e„dea ��e Item Vehicle Price be�oµ, dAROY N'arraory � � ' ) ( .......en�..keyless remote � �d1,�33 �! ...�,�i 1y47 ��.........._. Ci Ex �ress 1LS, 15560 Power door locks �y�� not available ........................ . . � Cruze LS, IPL69 $ ➢'7,PQ�l.Y3`� l.8 Pi(1 ��v n,��b.�i.Q1C1 . .� .�w... .......�.WWW_ � Equinox LS 1LF26 �; ��y.,�g,a}3,�2 2 4 �"iC7 �u n,�u�r5 UQ . ........... � Express Passenger Van 3500 RWD, CG33406 4 � 2a,P��1.�1 �� drGl �� fl,�Pn:'r�7Cl _� � ............ � IExpress Cargo Van 3500 RWD, CG33405 � �` ��„p �� Q� ,� � �g� �.Y Q�(� ........�.. . .... .......�.�. ,,,,.�.�.......... ..........,�... G ..... �.�..... _.. . .. Impala L�m�ted LS (Fleet), 1WF19 Rk 9� ➢J�,flks�.�,�C 3.6 FsCd °� ➢,lrfu��.Y'YQ1 ��_. .... .......��... _. , Malibu LS, 1GB69 'p � a�&,.'.'r�i).'7�k %,5 Pyt.b � ll,57e�(14� � Silveradol50 g ._.�.� � �i,�G2.n3� 43..... CuQ��QY � ��,�r7(1..� 0 1WT Re ular Cab Standard Box, 2WD, CC15703 �� ........�_ � Silverado 1500 1WT Regular Cab Long Bax, 2WD, CCi5903 �) %i Z(7„7Gi'7..5QJ� �d'i �`roC1-�1�V 'I $ 1,570.00 .__ ...... _��........_..... ........ � .. Silverada 1500 1WT Double Cab Standard Bax, 2WD, CC15753 '' 10 9� I�?,'PGb"M.�1'7 4.3 PyC�-�1(7 `6 1,:�7Q7.�1(D _. .....� ,�._. ...� . � w � ............ Silverado 1500 1WT Crew Cab Short Box, 2WD, CC15543 � 11 � 7'r,Cr02,"ri � � ' 60-90 $ ],570 00 �..�. _._.... ......_..� _ ._ .�� Silverado 2500HD iWT Regular Cab Long Box, 2WD, CC25903 l2 � JS,�CP'.i.�$ P� f? GO-90 °� ➢ i�.r.e1Q1 ... 13 .... ... �.�.....�..�. _ . �� .� Silverado 2500HD 1WT Double Cab Standard Box 2WD � ¶,.p¶� �C� �C%SiS3 i � z�l,c/¶�.�.� �➢.Q7 �➢Q`/...��v ........_._ ___ ...� �. . �._. Silverado 2500HD 1WT Double Cab Long Box, 2WD, CC25953 14 � '� 2dr,7��.3�v �n.GD CsQb-i�¢b '$ V,Yn.S.dDQ7 � �_.....__..� __....... _ 5ilverado 2500HD 1 WT Crew Cab Standard Box, 2WD, CC2574� ➢:� �; Z'Y,�:id�,G2 �r.QD �i(� GbY� � n,,"tn5iUP7 . �... .��........ ..... �� Silverado 3500HD 1WT RegularCab Long Box, 2WD, CC35903 � Z� �� (b y�� Q�(� �.�...._._. . ___�� .....��_ �......� � � ..... Silverado 3500HD 1WT Double Cab Long Box, 2WD, CC35953 � y j'r ifU `.'r4r4.:kQ1 Pn.(Y iidl-�Q1 � B,Q1�,,:r �(Y Silverado 3500HD 1WT Cre. � ... .� ...��. .... ...... � p� w Cab Sfandard Box, 2WD, CC35743 � :%(7,33d1 �':� 6 0 �ib_�ifl� 9r I,CY�,:'r.�Y(1 �_..�.�.. _.��....� .... Silverado 3500HD 1WT Crew Cab Long Box, 2WD, CC35943 19 $ �Q1,�VCv.°��, ir.(D �iY1...G1d7 � 2,411,5.('1G1 Silverado15001WTRe ula ._..��........,._.. _.Q�......_ W..mm._._ g r Cab Standard Box, 4WD, CK15703 ' � 2i1 I�v 23,:i��.n7 �.3 �r41-YCd Y+ ll,5'Yl1,fb� ._ ....... ....�.��...._.� ...... _.. Silverado 1500 1 WT Regular Cab Long Box, 2WD, CK15903 �� I� 23,Pz�"T A 2 �d 3 60-90 � ➢, Y'7�1.(y(:i . � Silverado 1500 1WT Double Cab Standard Box, 4WD, CK15753 :"1 � � 25,Yddkl.�.5 �R .� �i(1-:�QY � ➢,:v'YC� �YC� ��._._. ._.._... ........_...� ..._ Silvet•ado 1500 IWT Crew Cab Short Box, 4WD, CK15543 ;�3 '� ?i,�(7."u.1,1 �p.;§ GO-90 � V,`r'7d1.C1d1 _ ......� ........ _.�.. Silverado 2500HD 1WT Regular Cab Long Box, 4WD, CK25903 ��, �; 2Y,�°�"P.:i�b dsQ� 1iQ1...9'Q7 9� V,"PI.5.C1Ck �... .... ._._... ....� �.�...�....... . .... _ Silverado 2500HD 1 WT Double Cab Standard Box, 4WD, J� CIC25753 � ��,�(��.5� Ev.(:Y P.u(1-?�(1 � Il,1q5 C1lJ . _�_�.� ..� �.� Silverado 2500HD 1WT Double Cab Long Box, 4WD, CK25953 2� � 2�,9�2,&S`.'r 60 �n(7 GYC� � 11,7➢,.r.�d� ..._ ........... _. _��__. ........ .......��.... � � T Silverado 2500HD 1WT Crew Cab Standard Box, 4WD, CK2574 ' � �� ,�d, � � �k � �a� �¢� � � � .�, � �y� page 1 af 3 EXHIBIT D Silverado 2500HD 1WT Crew Cab Long Box, 4WD, CK25943 2g $ 30,31(�.4�4 Silverado3500HD1WTRegu1'�� .�� _........... �� ar Cab Long Box, 4WD, CK35903 � �� } Silverado 3500HD 1 WT Double Cab Long Box, 4WD, CK35953 � � 3 I ,5.5R.09 � . Silverado 3500HD 1 WT Crew Cab Standard Box, 4WD, CK3574 3l � B�',SY�,ll� _ _� ....... ....�. .�.._........��.�� Silverado 3500HD 1 WT Crew Cab Long Box, 4WD, CK3594 :�� 32,3S7�i1 � �.. . ........... ,� � Silverado 3500HD 1WT Reg. Cab Dual Rear Wheel, 2WD, � 2�y�31,5.3 CC36003 �� ....... �� Silverado 3500HD 1WT Reg. Cab Dual Rear Wheel, 2WD, � �� CC36403 . ��............ __....... S�Iverado 3500HD 1WT Crew Cab Dual Rear Wheel, 2WD, 3S 'CC36043 � �E�,3ds.� l�d � Silverado 3500HD 1WT Reg. Cab Duammm WWW��mmmmm � 3Fi I Rear Wheel, 4WD, � ��+�� Q'�� 'CK36003 �..� �_ _..�...�.�.�� Silverado 3500HD 1WT Reg. Cab Dual Rear Wheel, 4WD, 37 CK36403 �° ��„��$$ �� _.� � 3� Silverado 3500HD 1WT Crew Cab Dual Rear Wheel, 4WD, $ ,�� ,�� CK36043 �� .�. .. ....�. � �9 Sonic LS, 1JU69 � �� p _.�� _ . ...... �.�.� Spark LS, 1CM48 � 4G � lh„073.)9 �__ �... .... _��..._......_. ............_�_ � � Suburban, 2WD, CC15906 � ��F � �Q� �� ........��._....�....Aw ._ ...��.�� Tahoe, 2WD CC15706 42 $ 34,i�tG.&4 .............. � ._ �,.�..... . � ..� m �.._ Traverse, CR14526 �&3 $ 25,IOI.S�3 � � ................. � Trax LS/1FL, 1JU76 44 ' $ 13,�?d..39 .��. m.._____ _ . Volt, 1RC68 �{5 $ 33,91"T.16 r3 Additional Services: �� Cornp�irairle lYiediurn iyuPy C.,oaerer Vclricles issuad for VJarv�ar�ty Reerarrs �&7 Couzkesv F�ter:ior G;�nr Vdash �veew i/isit o9'['urcliased VeN�icle �� F�Ian�recC M�intenance i'r.•a�xains far Purclr��ed Vel�icl�s � �&9 �cl�eda4�d 1�1�inkcria�rce far 3 7'etrxs cre 36,00011�iilzs �� 50 Pickaip �nd Dcliveiy Far reGrairs witlricz a r•edious of IQ i��iles fcarrl 3 )en ton, 'I'�xas yi �VC4ilko �oi��t insneefian an�i 4:e�r��iitioer ftecta�t witCr Everv i�ksit :�z l:7clivcrv cli�a�r;e arx New i�clAicle �uYClMasecf Total Additional Services Pricing for Each Vehicle SECTION C F�a� i�ri�- and Parts Discounts Discouni % 5a �"eecentaee I)iscoun¢ for F�odv I�eera'rc� (F'�.11VT A.RTCY I..,A:[�CI�) lO.OQ"/o _ ,�._ v . . _. . 55 ��rPS and `se�viuc%3isuaunts f�x• rMarM-warr�ntv irraintexr�rtce a9�d r�pair: Q�r.�i�U`%m SECTION D Payment Term Discounts Discount % �'a.yond,rr� 4�°a�va�; tla,�F 9�i� �. iVy w��tl'�'➢� i7t<'��G a�e CY`q��ti��3y ��C) iYny� V�I�'tp!.0 �otsNiz;t�pdw� the additional �tlusr,ra�W��9rot ext�eRded to ea�li am�a�rrr�6�ly invoica, rliut A� �:u�i�i�B wrikltin t➢�e time p�� n�G�utN indic�ted beNaw N��v��ic� Paid in 10 days �b.QD�d°b/aa Fi0-40 $ 1,71.5.OQ 6Q-90 $ 2,O�i5.00 Fi0-'�0 � Y,QD�5 �Yt1 60�90 � X,��B.ti.�bQU (0-40 $ 7,045 00 �.....� ��u..��u � z,oas,oa � .................... �a-�o � z,ohs.o� GQ_q0 $ 2,0�65.00 60.-90 $ 2,C1�&5.00 �o-��a � 2,oas oa � G�J-9U $ 2,OR5.00 ��1 � n,��,:r,�i� �a � u,x��.�Q� 60 � � 7�,d1�k.r.4D�1 60 $ I,GFiS.QU G(7 `6 1,6G5 00 ..._ GQ $ f,6GS OQ 60 � l,sra.oa EXHIBIT D IFB-BV 5647 - Options for SUPPLY OF LIGHT DUTY VEHICLES Item Number ANUFACTU E EL OPTION DESCRIPTION A UCT F PTI N A UNT NOTE: ALL priced chassis manufacturer options must include a factory option code. Options that do not include such a part code (or other data called for on this form) may be excluded from contract award. Failure to include a thorough list of priced manufacture options may result in a non- compliant assessment for a given model, or overall. 1 Chevrolet Silverado 1500 Teailer Package $ 318.75 2 Chevrofet Silverado 250Q Trailer Package $ 23g.�0 ', 3 C`hevrolet Silverado 350Q Trailer Package STANDARD 4 Chevralet Silverado 1500 E3�ck Up Carnera $ 176.�0 5 Chevrolct Silverado 2500 flack Up Camera $ 176.00 fa �hevraiet Silverada 3500 F3ack LJ�S Cnmera $ 176.00 7 Chevrr�let Silverado 1560 53L V$ $ 963.00 i4 Chevrolet Silverado]500 6.2I.,�/8 $ 2,120.75 9 Chevrolet Silverado2500 6.irI..l7iesel�/� '$ 7,135.00 ] 0 �hevrolet ' Silverado 2500 6 OL C:3�iG V8 � 8,075.00 11 Chevralet Silverado 3500 6 6I. �iesel �!� $ 7,135.00 12 Chevrcrlet Silverado 1506 l f 0-�/olt AC Pawer C7utlet � 106.25 t 3 i;hevrolet Sitver�do 25Q0 I i Q-i/olt AC P�rwer (Juilet � 106.25 l4 Chevrolet Silverado 3500 l i(l-\/olt �§C i"o�er t7utlet � 106.25 l5 Chevrolet Silverado 1500 additionai Set c>f Keys $ 38.25 l6 i;hevrolet Silverado 2500 additiicrnal Set af'fCeys $ 38.25 l7 C;hevrolet Silverado 3500 additicrnal Set ofKeys $ 38.25 l� I �lrevrolet Silverado 2500 13arc [7eleic � (573.75) 19 Chevrolet Silverado 3500 �iox 17eiete $ (811.40) ZO ChevroleC C�ruze 2(}[., I7ic;sel F..n�ine $ 6,820.35 2.l Chevrolat `C'ah«e F3ack Up �`a�nera STA A 22 C;hevrcrtet Tr�x 110-Volt AC Power Outlet $ 85.0� 23 �I7evrolet Suburban Trailer I'�ckage STANDARD 24 Chevrolet Express Trailer I'ackage $ 225.25 25 C:he�rralet :iilverado 350Q I)uat �ea¢� �/I�cels $ 482.30 ' 26 C"hc;vrctlet Silverada iSOQ LockingDifferential � 335.75 , 27 �hevrolet .`'iilverado 15Q0 Tires, P265/70R17 all terrain tire � 170.00 _ """" �" �rc,"'C"`°s,"T:"�."�"i�"17i}i�"Y'7F, aP -terrai""ir�, """"""" 28 Chevrolet :silverado 2SQQ F�lackwall � 170.00 �res, -, bJ , ��°terratn, I � 29 Chevrolet Silverado 3500 blackwall 170.00 30 Chevrolet Silverado 3500 T'ires, I,T2.35/�OI2l7E alE-tereain �Z 170.00