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Item 4DCITY OF SOUTHLAKE MEMORANDUM December 17, 2013 To: Shana Yelverton, City Manager From: Sharen Jackson, Chief Financial Officer Timothy Slifka, Purchasing Manager Subject: Item 4D Authorize Contract Renewal with Grapevine Ford for City of Southlake Preventative Maintenance and General Repair Services for Heavy and Specialty Vehicles Action Requested: Authorization to renew current contract for preventative maintenance and general repair services for City heavy and specialty vehicles. Background Information: The City Council approved the original contract with Grapevine Ford on February 21, 2012. The original contract allows four (4), one-year contract renewals at the City's option. This is the second of four possible renewals. This contract provides preventative maintenance and general repair services for heavy and specialty vehicles for the City. The contract renewal includes the same pricing, terms and conditions of the original contract approved on February 21, 2012. Financial Considerations: Costs for City of Southlake preventative maintenance and general repair services are funded through budgeted department maintenance accounts. Strategic Link: C1 — Achieve the highest standards of safety and security. B2 — Collaborate with select partners to implement service solutions. B5 — Enhance service delivery through continual process improvement. F2 — Invest to provide and maintain high quality public assets Citizen Input/ Board Review: None Legal Review: Attorney reviewed original bid documents as to form Alternatives: Deny and re -bid preventative maintenance services Supporting Documents: Current contract with Grapevine Ford Staff Recommendation: Approve the renewal of this contract for preventative maintenance and general repair services with Grapevine Ford. November 26, 2013 Grapevine Ford 801 E. Highway 114 Grapevine, Texas 76051 Attn: Mr. Clarence Diggs Subject: Notification of Contract Extension for Provide Preventative Maintenance and General Repair Services for City of Southlake Vehicles RFP1107B200TS110018 Dear: Mr. Diggs: The City of Southlake is providing notification of contract extension, pending City Council approval, for Provide Preventative Maintenance and General Repair Services for City of Southlake Vehicles RFP1107B200TS110018, copy included. This extension shall become effective February 21, 2014 and after City Council approval (CC Award date ) and shall continue in full force based on the terms and conditions of the initial award. As a condition of contract renewal, a price adjustment may be requested by the vendor and considered by the City. Price adjustments may only occur at the time of renewal and only upon securing the approval of the City in writing. Requests for price adjustments must be solely for the purpose of accommodating an increase in the vendor's cost, not profit. Your company has not requested an increase at this renewal. The terms and conditions proposed and accepted in this renewal agreement are as follows: Line Items Awarded: Line Items Awarded: 11, 12, 13, 17, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 39, 40, 42 Payment Terms: Net 30 days (Unless otherwise noted — such as pre- and/or partial payment) Method of Payment: Shall be made by purchasing card or purchase order. Delivery Terms: FOB Destination Delivery Locations: IF STATED IN RFB DOCUMENT Term of Contract: Shall be effective for twelve months from date of renewal and is eligible for up to two (2) more one (1) year annual renewals. City Contact: TIM SLIFKA 817-748-8312 Send all billing to: City of Southlake 1400 Main Street, Suite 440, Accounts Payable Southlake, TX 76092 or Email: accountspavable(a ci.southlake.tx.us Other Charges: The City of Southlake is a tax exempt municipal corporation and is exempt from all federal, state, and local sales taxes. All other specifications, terms and conditions shall be as provided in the original procurement documents. No other attachments to or in response to this agreement will be accepted unless approved in writing by the Purchasing Manager or an authorized representative of the City of Southlake. Thank you for participating in our procurement process. Please call 817-748-8312 with any questions. Sincerely, Tim Slifka Purchasing Manager CPPO, CPPB City of Southlake 1400 Main Street, Suite 440 Southlake, Texas 76092 tslifka(a ci.southlake.tx.us Attest: Fax: 817-748-8048 Alicia Richardson, TRMC City Secretary Contract and Award Accepted: Signed: Date: Approved as to Form and Legality: Mayor John Terrell City of Southlake City Attorney ORIGINAL DOCUMENT -' SIX.iI7-ii.AKE � a � CITY OF SOUTHLAKE Coed Action:& N Ord./Res. No. 19 Date Approved January 29, 2013 Grapevine Ford 701 E. Highway 114 Grapevine, Texas 76051 Attn: Mr. Clarence Diggs Subject: Option to Extend Notification for RFP1107B200TS110018 Provide Preventative Maintenance and General Repair Services for City of Southlake Vehicles Dear: Mr. Diggs: The City of Southlake is providing notification they intend to extend the contract, pending City Council approval, resulting from your "RFPI107B200TS110018 Provide Preventative Maintenance and General Repair Services for City of Southlake Vehicles", copy included for Fiscal Year 2013. This extension shall become effective February 21, 2013 and after City Council approval (CC Award date - - 13 and shall continue in full force based on the terms and conditions of the initial award. Additionally as a condition of contract renewal a price adjustment may be requested by the vendor and considered by the City. In support of a price adjustment, vendor may submit documentation as to the need of the price adjustment. Requests for price adjustments may only occur at the time of renewal and only upon securing the approval of the City in writing. Requests for price adjustments must be solely for the purpose of accommodating an increase in the vendor's cost, not profit. Your company has not requested an increase at this renewal. The terms and conditions proposed and accepted in this renewal agreement are as follows: Line Items Awarded: Line Items Awarded: 11, 12, 13, 17, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 39, 40, 42 Payment Terms: Net 30 days (Unless otherwise noted - such as pre- and/or partial payment) Method of Payment: Shall be made by purchasing card or purchase order. Delivery Terms: FOB Destination Delivery Locations: IF STATED IN RFB DOCUMENT Term of Contract: Shall be effective for twelve months from date of renewal and is eligible for up to three (3) more one (1) year annual renewals. City Contact: TIM SLIFKA 817-748-8312 Send all billing to: City of Southlake 1400 Main Street, Suite 440, Accounts Payable Southlake, TX 76092 or Email: accountspayablela?ci.southlake.tx.us Other Charges: The City of Southlake is a tax exempt municipal corporation and is exempt from all federal, state, and local sales taxes. All other specifications, terms and conditions shall be as provided in the original procurement documents. No other attachments to or in response to this agreement will be accepted unless approved in writing by the Purchasing Manager or an authorized representative of the City of Southlake. Thank you for participating in our procurement process. Please call 817-748-8312 with any questions. Sincerely Tim Slifka - 7—'' C. Purchasing Manager, CPPB City of Southlake 1400 Main Street, Suite 440 Southlake, Texas 76092 tslifkaru,.ci.southlake.tx.us Phone: 817-748-8312 Fax: 817-748-8048 Contract d ed: �j ` Signed: Date:, -iJ - Mayor John Terrell City of Southlake Attest: Alicia Richard uTHL .1 e !n 0 City Secretary Approvedrtorm dy1iV City Attorney ORIGINAL DOCUMENT CITY OF SOUTHLAKE Crr,, CV cincil Action: ON Ord./Res. No. Date Approved 0�i ! OI February 15, 2012 Grapevine Ford 701 E. Highway 114 Grapevine, Texas 76051 Attn: Mr. Clarence Diggs Subject: RFP1107B200TS110018 Provide Preventative Maintenance and General Repair Services for City of Southlake Vehicles Dear Mr. Diggs: The City of Southlake is pleased to inform you that Grapevine Ford of Grapevine Texas is one of three (3) vendors being awarded "RFP1107B200TS110018 Provide Preventative Maintenance and General Repair Services for City of Southlake Vehicles". The award and this agreement are based on your proposal to the City RFP11076200TS110018, copy enclosed. This is a multiple vendor award contract. Your company's portion of the award is attached. This award was approved by the City of Southlake City Council on • I•I The terms and conditions proposed and accepted in this agreement are as follows: Line Items Awarded Line Items Awarded: 11, 12, 13, 17, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 39, 40, 42 Payment Terms: Net 30 days (Unless otherwise noted — such as pre- and/or partial payment) Estimated Quantities: The City does not guarantee to purchase any minimum or maximum quantity but does contemplate purchasing the awarded items exclusively during the term of the contract from the successful vendors. Method of Payment: Shall be made by City procurement card or purchase order Delivery Terms: FOB Destination Delivery Locations: Vendor Delivery or City employee pick-up. Term of Contract: The term of awarded contract shall remain in effect for twelve months from date of award and is eligible for up to four (4) one (1) year annual renewals. City Contact: TIM SLIFKA 817-748-8312 Send all billing to: City of Southlake 1400 Main Street, Suite 440, Accounts Payable Southlake, TX 76092 or via email to accountspayable(5ci.southlake.tx.us Other Charges: The City of Southlake is a tax exempt municipal corporation and is exempt from all federal, state, and local sales taxes. All other specifications, terms and conditions shall be as provided in the original procurement documents. No other attachments to or in response to this agreement will be accepted unless approved in writing by the Purchasing Manager or an authorized representative of the City of Southlake. Thank you for participating in our procurement process. Please call 817-748-8312 with any questions Sincerely, Tim Slifka Purchasing Manager, CPPB City of Southlake 1400 Main Street, Suite 440 Southlake, Texas 76092 tslifka(cDci.southlake.tx.us Phone: 817-748-8312 Fax: 817-748-8048 Contract and Award Accept . nn Signed. Date: Mayor John Terrell City of Southlake 1400 Main Street, Suite 440 Southlake, Texas 76092 Appendix B — Proposal SubNOW cieckW fr* aeft dic va>fy of propsaaq AReaft 14 QmWX _11_ Area* 22_} mmt be bKbWkd im de paI IsubmMd Amen: c Cmd" of Ll m&m* L I kwwd of tids Requet for Pnnmab by the Wi wing gaeaas: ❑NewsMa Mafi=mcnt K City E-n m1 Mffwgim ❑ Smadake welmite ❑ Cold Call to City ❑ l#ia&d Ante a Copy ❑ (tba CRY of Ssaktl:ke - ILM107MMS11018 - Page 11 of 23 Appeoft B — Proposal (—Ai.-d) L RE EI _RED PROPOSAL MFORAIATION. IN ORDER FOR A PROPOSAL TO BE CONSIDERED COMPLETE, AND TO BE EVALUATED FOR A CONTRACT AWARD BY THE CITY, PROPOSER MMT SUMAUT ALL OF THE FOLLOWING INFORIWATTON: 1. Proposed Products and/or Services A. ft&g or Service Description: Proposers should utilise this section to describe the technical aspects, capabditiies, features and options of the product and/or service proposed m accordance with the required Scope of Services as idendfred in Appeodi K A. Proextionat litpahae, brochures, or other technical iafonmatim may be used. B. Additional U Dom: Proposers should also include in this section a detailed description of what additional hardware and/or software, if any, would be required by the City in order to frilly utilize the goods and/or services proposed. C. Chraraateas and warranties: Each Proposer shall submit a complete copy of any warranties or guarantees provided by the manufacturer or Proposer with the Proposal subamitted.. D. Project Schedule/Delivery Date: Proposer umst provide a project schedule noting all projected completion dates for segownts of the Project, froar start-W to couipletion, and all delivery dates for goods covered by the RFP. The Proposal must show the number of days required to deliver and install the product or equipment alter the receipt of the City's Purchase Order. 2. Cost of Proposed Products and/or Services A. Prig: Pricing shall reflect the fall Scope of Services defined herein, imchisive of all associated cost for delivery, labor, i ce, taxes, overhead, and profit B. SGbc&k of Pricing Proposer shall quote unit pricing in accordance with the itemized listing of products or contriect segments stated in the Scope of Services and using the following format Iteffi # Demnof Nvdwt or Service Umlt. Cat Per Service 1. Ford F 150 Series Vehide Unleaded Fad 2WD Per Svc PM Level A per Scope of Services S JI Per Svc PM Level C per Scope of Services S n 2. Ford F-150 Series Vehicle Unkaded Fad 4WD Per Svc PM Level A per Scope of Services S Q $� Per Svc PM Level C per Scope of Services $ 3. Ford F-250 Series Vehicle Unleaded Fuel 2WD Per Svc PM Level A per Scope of Services S Per Svc PM Level C per Scove of Services S3 q qO U 4. Ford F 250 Series Vehicle Unleaded Fad 4WD Per Svc PM Level A per Scope of Services S ,CI Per Svc PM Level C per Scope of Services S U 5. Ford F-250 Series Veiide Diesel Fad 2WD Per Svc PM Level A per Scope of Services S D D Per Svc PM Level C.per Scope of Services IS 0 U City of sommWce - R3FMIrna2 rS11tN18 - Page 12 of 23 6. Ford F 250 Series Vehicle Diesd Fud 4WD Per Svc PM Level A pa Scope of Services S nU Per Svc PM Level C per Scope of Services S 7. Ford F 350 Series Vehicle Diesel Fud 2WD Per Svc PM Level A per Scope of Services $ lv , 00 Per Svc PM Level C M Scopc of Services $ O 0 & Ford F 350 Series Vehicle Diesel Fuel 4WD Per Svc PM Level A pa ScWe of Services S v Per Svc PM Level C pa SCOW of Services $ v 9. Ford F450 Series Vehicle Diesd Fud 2WD Per Svc PM Level A per Scope of Services S u 4 Per Svc PM Level C per Scope of Services $ 10. Ford F450 Series Vehicle Dmd Fad 4WD Per Svc PM Level A pa Scope of Services S D PerSvc PM Level C per Scope of Services S o U 11. Ford F 550 Series Vehicle Diesd Fuel Per Svc PM Level A per Scope of Services $ 149,00 Per Svc PM Level C pa Scope of Services $ C7 (� 12. Ford F-650 Series Diesd Fad Per Svc PM Level A per Scope of Services $ O U Per Svc PM Level C per Scope of Services $ #6 91 O [� 13. Ford F 750 Series Vehicle Dmd Fad Per Svc PM Level A per Scope of Services $ 169,00 Per Svc PM Level C per Scope of Services S O 14. Ford Freestar Mmi-Van Unleaded Fad Per Svc PM Level A per Scope of Services S 6. Q Per Svc PM Level C pa §CM2E of Services 15. Ford Escape Unleaded Fad 2WD Per Svc PM Level A per Scopc of Services $ Per Svc PM Level C per Scope of Services $ D 0 16. Ford Escape Unleaded Fud 4WD Per Svc PM Level A per §M of Services $ .5` Per Svc PM Level C pa Scope of Services $ 100 17. Ford Hybrid Unkaded Fad Per Svc PM level A per §E2M of Services $ ' Per Svc PM Level C of Services $ , t9 D City of Sm*btke - RFP1197B2W7S11N18 Page 13 of 23 3 I & Ford Explorer Unleaded Fad 2WD Per Svc PM Level A per Scope of Services $ log , Per Svc PM Level C per ScMe of Services S D (� 19. Ford Explorer Unleaded Fad 4WD Per Svc PM Level A per Scope of Services S Per Svc PM Level C per Scope of Scrvices S3 Z9, 0 0 20. Ford E-150 throw E-350 Series Van Unleaded Fuel Per Svc PM Level A per Soope of Services S Per Svc PM Level C per Scope of Samces S O 2L Ford E-350 Series Van Chassis Diesel Fad Per Svc PM Level A W Scope of Services $ , 6 J Per Svc PM Level C. per Scope of Services $ . a v 22. Dodge Charjew Podw Ve hide Unleaded Fad Per Svc PM Level A per Scope of Services S C'( Per Svc PM Level C per Scope of Services $ 23. Reft Maomm Pelice Vehide Unleaded Fad Per Svc PM Level A pa Scope of Services $ Per Svc PM Level C per SM of Services $ , O 24. Chevrolet Tahoe Pollee Vemen Unleaded Fad Per Svc PM Level A per Scope of Services S Per Svc PM Level C pa Scope of Services S U 25. Chevrolet Tahoe 4z4 Unleaded Fud Per Svc PM Level A per Scope of Services $ to 9, Per Svc PM Level C pa Scope of Services S © o 26. Chevrolet 23 P Bea Unleaded Fad Per Svc PM Level A per Scope of Services $ tog, Per Svc PM Level C per Scope of Services S , 27. GMC TC6C042 Diesel Fad Per Svc PM Level A per ScW of Services S d C� Per Svc PM Level C per Scope of Services $ D 2& GMC C7500 Serea Dwsd Fuel Per Svc PM Level A per Scope of Services S 42 l) Per Svc PM Level C per Scope of Services Is O a City of $outilake - RM107B2W811/018 - Page 14 of 23 29. Intermttieoal Track 4400 Series Diesel Fud Per Svc PM Level A per Scope of Services $ C� Per Svc PM Level C per Scope of Services S O C) 30. 1 term bend Track 7400 Series Diesel Fad Per Svc PM Level A ver Scope of Services $ , D Per Svc PM Level C per Scope of Services S d C) 3L Pekr ik 357 Series Dmp Track Diesel Fud Per Svc PM Level A per Scope of Services $ . o v Per Svc PM Level C per Scope of Services $ O U 32. Toyota C Unleaded Fad Per Svc PM Level A per Scope of Services $ Per Svc PM Level C IS Sco of Services S ADDITIONAL SERVICES 33. Saerdl Ewe Puwered Unit PM Services as Per Svc This shell include labor costs only. Parts and supplies shall be additional cost item based on parts and supplies cost rate listed below. S o Labor Only 34. Electric Crane PM Services Per Svc This shall include labor costs only. Parts and supplies shall be additional cost item based on parts and supplies cost rate listed below. Labor Only 3& Hourly Labor Rabe for 'Of 4 te' General Repairs Per Hr Ifourly labor rate at vendors location $ 9 1 o d 0 Per Hr 36. Afle r Haas Hourly Labor Rate for `Of -Site' General Repairs Per Hr After Homy hourly labor rate at vendors location $ 0 19 Per Hr 37. Hourly Labor Bate for General Repairs Performed `On -Site' at City Location Per Hr Ho labor rate at location ,� ! V S / Per Hr City of Souti<lake - RM 107B20M110018 - Pogo 15 of 23 Soo 3& Mier Hours Heady Labor Rate for General Repairs Performed'On-Site' at Chy Iwcxiae Per Hr After Hours houdy labor rate at City location S Per Hr 39. Parts and Supplies Coat for Gowral Fleet Repairs. IM Price Minns Pere. List - % Discount List Price Minna % 3 © Discount 40. Pads and Sappges Cost for PM Services for Small Ease and Electric Crane Units. List Price Minna Peraea List - % Discount List Price Mums _ % Discount Vendor Ve h ide Pick Up and Drop Off Fee 41. Per Rad. Trip Vehide Pick Up and Drop Off Fee for City Vehicles Per Round Trip S -- © - Other Ve ader Cbarres. Please Describe. 42. Per Svc S ID Other Vendor Charges. Please Describe. 43. Per Svc S Other Vendor Pkm Deneribe. 44. Per Svc S Other Ve m"r Please Deueribe. 45. 1 Per Svc S city of SOU&k ce - RFP1107B2N nUft18 - P9ge 16 of 23 3. 4. Term of Contract and Option to Extend Any contract resulting from On RFP shall be effective for twelve wows from daft of awudL The City that contract shall be renewed. parsnent to the availabE* of funds and at the discretion of the City. The following clauses shall be included in the contract A Qpfitt Clause: It is agreed that City will have the option to extend the contract for up to four (4) additional years, in one-year int wvals. To excitise this option, the City shall serve notice 30 days prior to contract termination or to the end of any one-year extension. The Option to Extend will not be considered if funding is unavailable or if the contractor's past performance is not within the industry standard. B. Fscaiabon Clause: Should ma to t conditions prevail which dictate an increase, the successful contractor may submit documentation requesting permission to increase pricing no later than 30 days aflcr receiving notice from the City of its intent to extend the agreement. Escalation may only occur at the time of renewal and only upon securing the approval of the City in writing. Requests for price adjustments must be solely for the purpose of accommodating an increase in the contractor's cost, not profits. Vendors shall show in this quote their wWipated percent of escalation if/when the option to extend is exercised.. The percent quotas will be a maximum. In addition, the percentage proposed will be a factor in determining the best vahae to the City. It is the average price over the period of the coutraet that will be the price factor considered in the evaluation of this quote. Quotes in which negative or no escalation is shown will be considered as 0Y. escalation. C. Priced UM E gg If approved by the City, the Contrw or shall modify the rates charged by the Contractor to reflect any chaste shown in the comparative statement delivered to the City. The Maximum increase allowed under this provimon shall be four percent (4%) per year. The City shall have authority, in its masonable discretion, to determine the validity of auy change in Contractor's rates. City carrot exercise the Option to Extend with any price increases unless the Vendor completes the section of the Quote requesting anticipated percentage of autnaal escalation. FIRST ADDITIONAL YEAR (FY 12-13) ESCALATION ........................... �D % SECOND ADDITIONAL YEAR (FY 13-14) ESCALATION ....................... 6 % THIRD ADDITIONAL YEAR (FY 14-15) ESCALATION % FODRT)�DITIONAL YEAR (FY l5-1 ESCALATION ....................... ,� % W V ©tiny rApiFe- i I - ..©TL C't9 NTi ny t t �s To i'Yl oaI L Propowes Experience I Staff A. Pwma Team: Identify all members of the Proposer's team (including both team members and maasgenumt) who will be providing any services proposed and imclade information which details their cxpen=c. B. Remove or Rerslaoemeet of Staff Nan assigned stab person near be removed or replaced for any reason, the rep}scemeat person must be approved by City prior to joining the project. C. Business Establist State the number of years the Proposer's bass has been established and operating. If Proposer's business has changed names or if the principals operating the business operate any similar businesses under names, or have operated any other businesses or changed the legal status or form of the business within the last five (5) years, all names, of predecessor busies names, affilialed entities, and previous business entities operated by the principals, if different than present, must be provided; City of Seuddake RF IMB20MI1N18 Page 17 of 23 V'A 5. State the nunber of years experience the business has: and the number of employees: 14� F • D. Proiect Related Experience: All Proposals moss include detailed infonnation that details the Proposer's experience and expertise in providing the requested services that demonstrates the Proposerr's ability to logically plan and complete the requested project Referenoes Proposer sball provide four (4) references where Proposer has performed similar to or the same types of services as desced berein. Reference #1: Client /Company Nam: WO R vNsT,?Nc TaX .S L-'�vc Contact t J u Phase: — _ 7 a Email: _,.�.r r Date and Scope tAIDQKc 13 4r--q,-1 Pt: D of Wort1- Lv i RC VT a l J of Tkei k/ 50 0 �s Jv S+Q 2 = N La tE / i,e,1C kS 4 ,� c D pl��P Pin a.� y insGE 60se Reference f!� Client / Company Name: ks -A,) 17 P Contact N Coatsct T• - Phase: _ 1 t - a Eariut: e Fss It t G Date and scope of work Provided: �TlafA?re.v GJct•1 i W 1- T�-r~ Tv � Hr - RAa 0 06 -- "cziN'ta;a of PrA apr> e'paiRS ©� Q Flee! o/ yST�L� I Reference 01 - Chat / Company Name. ©R 2 Lv o'e Contact zE Contact Title • - - L 7_1 Phone: Email: Date and Scope of Work Provided: W pR" -.tO ; 4-k "� o U `tr rn n d- QSc1C L0 4 7i el vep- kin Ve.hic jes , O &,-Pleti Pr)He r Ad ` 0� i-OPr) -C 4 =v Keterence #4: Chem / Company Nacre: Phone: $ _ LA a ' 6o ' - 0M late and of Wort Provided: kAp, e, ` w; 1p k M 4�L�- �✓ 4 Jkes s C'e Some"or - r !2e Pa i 25 ©u j + �iI )�C -raw MP 0on,)s ikuc fi ,yj15PPef ax)p '200"a a,vJ) M 6k) all -r2ueks C'4-t�.x>1 Y�#O Lal D 1vIGQ SCt' City of Southiske RFP1107B2§MllN18 i? Page IS of 23 6. Trade Secrets aml/or Confidential Information Trade Secrets wn & CanGdcabial Wbrmatim This pr'oposal _ (does) _ (does rot) ccataen trade secrets and/or dal ndbrmsbon. If applicable, describe such trade secrete and confidential infonmaboo, and the bases for your assertion that such material qualifies for legal protection from disclosure. 7. Federal, State and/or Load Identificatim Information A. Centr dLwd Master Bidders Lest registratiaa cumber. B. Prime eon HUB / MWBE registration number �� C. An indiviceal acting as a sole proprietor must also enter the Proposer's Social Security Number: # - IL COACT TERMS AND C2NDITI0N& EXCEPT WHERE PROPOSER MARES SPEG7FIC EXCEPTION IN THE SUZWTTF.D PROPOSAL, ANY CONTRACT RESULTTIVG FROM THIS RFP WILL CONTAIN TRE FOLLOWING TERMS AND CONDPPIONS� li'IHCH PROPOSER HEREBY ACUVOWLEDGES, AND TO WHICH PROPOSER AGREM BY SUBMITTING A PROPIOW: 1. Delivery of Products aaaller Services A. Payment Terms Unless otherwise specified in the Scope of Services or otherwise agreed to in writing by the City, payment terms for the City are Net 30 days upon receipt of invoice. B. WAwrantv of Products and Services: All products f4mished render this contract s all be warranted to be merchantable and good quality and fit for the purposes intended as described m ties Proposal, to the satisfaction of City and in accordance with the Sans, terms, and conditions of the Scope of Services, and all services performed shall be warranted to be of a good and wuzkmanhke quality, in addition to, and not in lien of, any other express written warranties provided. C. Late Dehvehv or Perfornm tie: If Proposer fails to deliver acceptable goods or services within the Umeframes established in the Project Schedule, the City s>rall be authorized to porch= the goods or services fium another sooace mod assess any increase in costs to the defaulting Proposer, who agrees to pay such costs within ten days of invoice. D. Title to Goods and Risk of Loss For goods to be provided by Proposers hereunder, if any, the title and risk of loss of the goods shall not pass to City until City actually remves, takes possession, and accepts the goods and the iusmllation of such goods, has tested the system, and determined that it is in good and acceptable working order. 2. MRKdlaseoas A } 4godeot Contractor Proposer agrees that Proposer and Proposer's employees and agents; have no employer -employee relationship with City. Proposer agrees that if Proposer is selected and awarded a contract, City shall not be responsible for the Federal Insurance Cotd ibation Act (FICA) payments, Federal or State unemployman taxes, income tax withholding, Warbn Compensation Insmvwce payments, or any other insurance payments, nor will City furnish any medical or retirement benefits or any paid vacation or sick leave. B. Assignments: The rights and duties awarded the successful Proposer shall not be assigned to another without the written consent of the Purcihamg Manager. Such consent shall not relieve the assigner of liability in the event of default by the assignee. City of Sowthhkke - RFP1107B2eM110918 - Page 19 of 23 6 C. U : Proposer shall indemnify and save harmless the City against any and all liens and encambraoccs for all labor, goods, and services which may be provided to the City by Proposer or Proposer's vendor(s), and if the City nxpests, a proper release of all liens or satiny evidence of freedom from liens shall be delivered to the City. D. Gratuities / Babes Proposer certifies that no bribes in the form of enent, gifts, or otherwise, were offered or given by the successful Proposer, or its agent or rive, to any City officer, employee or elected tepreseatadye, with respect to this RFP or any contract with the City, and that if any such hnbe is found to have been made this shall be grounds for voiding of the contract E. Financial ?wdq Iia jM Proposer certifies that it has not received compensation from the City to participate in preparing the sped or RFP on which the Proposal is based and acknowledges that this contract may be ftmunawd and/or payment withhold if this cmtAcation is inaccurate. F. Required Licenses: Proposer certifies that he holds an licenses required by the State of Texas for a provider of the goods and/or services descxibad by the Scope of Services herein. G. AAy jXM to Subent Proposal and Ender C,ont act t The person signing ou behalf of Proposer certifies that the signer has authority to submit the Proposal on behalf of the Proposer and to bind the Proposer to any resulting cxntract. H. Compliance Yath ApRh able Law: Proposer agrees that the contract will be subject to, and Proposer will strictly comply with, all applicable federal, state, and local laws, ordinances, rules, and regulations. 3. Finamciai Begoosabfty Provkiom A : The Proposer, consistent with its status as an independent coastrsctrr, shall carry, and shall require any of its subeonarmtors to carry, at least the following insurance in such form, with such companies, and in such amounts (unless otherwise spceffietl) as City may require: Worker's Comm and Employer's Liability insuraance, including All States eooe L.t; � Fndorsement, to the oft nt required by federal law and complying with the laws of the State of Texas; ii. Commercial General Liability insurance, including Blanket Contractual Liability, Broad CO 1i l; 12 a.� Form Property Damage, Personal h jury, Completed Operations/Products Liability, W i �t'z a �7 � D t' Prean�es Liability, Medical Payments' Interest of Employees as additia W insureds, and b Broad Farm General Liability Endoseareab, for at least One Mullion Dollars ($1,000,000) e C Q- j = r s.Co i t Combined Single Limit Bodily Injury' and Property Damage on an occurrence basis; iii. Automobile Liability insurance covering all owned, non -owned or hired 00 V C Q t= }7 automobdes to be used by the Contractor, with coverage for at least One Million Dollars { DUzV($1,000,000) Cambined Single Limit Bodily Injury and Property Damage. R Ts FA Q T Proposer M defesK , and Loid harems the City, A of its Officers, Cow members, agents and employers fim sad agoimt a R clanes, II m m, ems, demauft per, co, dmagcs and tisblitim bduding reasonable attorneys' fees, court costs and related expenses, auimg out of, connected with, or resulting from any sets or omissimta of Proposer or any agent, employee, fir, or supplier of Propostr in the execution or pe formmm of this conbmd without regard to whether such pa -sons are under the direction of City agdOts or employees. City of soaddake - RM 1A7R MT3111618 - Page 20 of 23 /o