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HomeMy WebLinkAboutValvoline, Inc. - Vehicle Maintenance and Lube Oil Services AgreementAGREEMENT CITY OFYAKIMA B|D122O3 Vehicle Maintenance and Lube & Oil Services THIS AGREEMENT OR CONTRACT,entered into on the date of last execution, between the City ofYakima, aWashington municipal corporation ("City"), and VALVOLINE, INC, ("Contractor'). WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows: 1. Statement of Work The Contractor shall perform all work and service(s) and furnish all tools, matah8|o' labor and equipment (collectively referred to as "Services") according 0othe procedure outlined in Bid 12203Vehicle Maintenance and LUbn 8Oi| Specifications which are attached as Exhibit A, and the most recent edition of the ANSI/TIA/EIA and NEC Standards, all of which are incorporated herein by this reference, and ahnU perform any m|hmnutkuns in or additions to the mmrh provided under this Contract and every part thereof. The Contractor nhmU provide and bear the expense of all equipment; work and labor ufany sort whatsoever that may be required for the transfer ofmaterials and completing the work provided for in this Contract and every part thereof, except such as any mentioned in the specifications bubefumiuhmdbythe City ufYakima. 2. Compensation The City agrees tm pay the Contractor according to ExhibitB' attached hereto and incorporated herein, which Exhibit includes the payment schedule nfitemized prices oolisted in the Contractor's Bid submittal at the time and in the manner and upon the conditions provided for the Contract. 3. Contract Term The period ufthis Contract shall be for a period of one year from its effective date. The City may, at its option, extend the Contracton year toyear basis for Upto four(4) additional years. Contract extensions shall be automatic, and shall oo into effect without written confirmation, unless the City provides advance notice of the intention to not renew, or unless the Services have been completed to the- City's satisfaction prior to any automatic renewal. 4. Price Increases Pricing shall be prepared with the following terms. The Purchasing Manager may exempt these requirements for extraordinary conditions that could not have been known bxeither party at the time of bid orother circumstances beyond the control of both parties, asdetermined inthe opinion nfthe Purchasing Manager. Prices shall remain firm for the first twelve-month period ofthe contract. Requests for Rate Increases must be delivered to the Buyer listed on Page 2'inaccordance with the rules below. No other employee may accept o rate increase request on behalf nfthe City. Any invoice that is sent to the City with pricing above that specified by the City in vxhUnQ within this Contract orspecified within an offiuio| written change issued by Purchasing to this contract, shall boinvalid. Payment of an erroneous invoice does not constitute acceptance of the erroneous pricing, and the City would seek reimbursement of the overpayment or would withhold such overpayment from future invoices. o. Discount from Manufacturer List Pricing: For all contract items that are priced on odimoount below Manufacturer List phuae, there nhoU be no changes to the discount [ate throughout the |iho of the contract. As manufacturer list prices change, the net price to the City will automatically change in the same percentage as the discount rate to the City. b. Fixed Product Pricing: For product and supply contracts that provide on -going, multiple year supply. Original pricing shall befixed and firm for the first year ofthe contract. Price requests are atthe discretion ofthe and must also be: l. The direct result nfincreases mtthe manufacturer's level (or ifBidder is a supplier oforaw material delivered directly tothe City such oobrass, the increase must boverified at the supplier lemd\. 2. Incurred after contract commencement date, 3. Not produce ahigher profit margin than that nnthe original contract. 4. Clearly identify the items impacted bythe increase. 1azosVehicle Maintenance and LubesOil Page zofn S. Be filed with Purchasing Managerominimum of thirty (30) calendar days before the effective date of proposed increase. 6. Be accompanied by detailed documentation acceptable to the Purchasing Manager sufficient to warrant the increase. 7. Should not deviate from the original contract pricing scheme/methodology. The United States published indices such as the Producer Price Index mother government data may be referenced to help substantiate the Contractor's documentation. Alink hothe PP|Commodity Data is available at The adjustment (if any) shall remain firm and fixed for at least 365days after the effective date ofthe adjustment. Ifthe city denies contractor's price increase request; the contractor may provide o30-daynotice to cancel for convenience. 5. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not onagent nr representative of City with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City. 6. Successors and Assigns a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent Vfthe other. b. The Contractor for himmu|f, and for his heim, exaouUum, administrators, ou000aunm, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 7. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property ofthe City and shall be surrendered to the 0Kx upon demand. All information concerning the City and said project which is not otherwise o matter of public mnnnd or required by law to be made public, is confidential, and the Contractor will not, in whole or part now orst any time dino|noo that information without the express written consent uythe City. 7. |nmmeotmnand ProducdonmfRecords �a. The records relating to the Services shall, atall times, be subject to \nnoeoUun by and with the approval of the City, but the making of (or failure nrdelay inmaking) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the CUv'n knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating 0othe Services will be provided to the City upon the Cib/'mrequest. b.Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract onmay berequested by the City. Until the expiration of six() years after final payment ofthe compensation payable under this Contract, nrfor a longer period if required by law or by the Washington Secretary of DUate'n record retention achodu|e. Contractor shall n*bnin and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. uAll records relating to Contractor's services under Contract must be made available to the City, and the record relating hnthe Services 'are City nfYakima Nokima County records. They must baproduced 0uthird parties, ifrequired pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating tnContractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary nfGtate'nrecords retention schedule. d. The terms ofthis section shall survive any expirationVrtermination Vfthis Contract. 8. Work Made for Hire ' All work the Contractor performs under this Contract shall boconsidered work made for hire, and shall he the property ufthe City. The City shall own any and all data, documents, p\enu, copyrights, apauifioaUnnm, working papnm, and any other materials the Contractor zz2osVehicle Maintenance and Luue&Oil Page aof7 produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver these materials to the City. 9. Guarantee Contractor warrants the Services will be free from defects inmaterial and workmanship for operiod of one year following the date of completion and acceptance of the Services. 10. Compliancewith Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body' whether federal, state' |000|, or otherwise. Contractor shall procure and have all applicable and necessary permits, |iuonoeo and approvals ofany federal, state, and |oum| government orgovernmental authority orthis project, poymUohanQanandfm80.mndgiwmeUOoUceunaceooaryendinuiden8o|h>thedua and lawful execution ofthe work. e. Procurement of City 8uoinauo License. Contractor must maintain a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. b. Contractor must provide proof ofovalid Washington State Contractor Registration number, c. Contractor must provide proof ofo valid Washington department of Revenue state excise tam registration number, as required in Title 85 RCW. d. Contractor must provide proof of8valid Washington Unified Business Identification 0B|\number. Contractor must have a current U8| number and Out be disqualified from bidding on any public works contract under RCVV 38.00.010 or o. Contractor must provide proof of valid VVeehnO0zn Employment Security Department number as required by Title 50 [ the City does not require foreign corporate proposers hoqualify in the City, County orState prior 0o submitting a proposal,it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award in made, prior hoconducting any business inthe City. 11. Nondiscrimination During the performance of this Contract, the Contractor agrees oofollows: The Contractor shall not discriminate against any person onthe grounds ufrace, creed, color, religion, national origin, sex, age, marital obatuu, sexual orientation, gender idantit», pm0noncy, veteran's otatVo, po|0ue| affiliation or belief, or the presence of any oonaon/, manho| or physical handicap in violation of the Washington State LovV Against Discrimination /RCVV chopter49.0D\ or the Anoohuanm with Disabilities Act (42 USC 12101 et seq.). This provision ohmU include but not be limited 0mthe : employment, upgrading, da0oUuU, transfer, recruitment, udxortining, layoff nrtermination, rates of pay mother forms of compensation, selectiofor training, and the provision of Services under this In the event of the Contractor's noncompliance with the non-discrimination clause of this contract orwith any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligiblefor any future City contracts. 12. Pam Transparency Nondiscrimination Provision The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have ouoouo to compensation information, unless the dioc|mauno in (m) in nsnpnnoo to e hamnd complaint or charge, () in furtherance of an investigation, proceeding, hoarng, or auUon, including an investigation conducted by the employer, or (c) consistent with the contractor's legal duty to furnish information, 13. Indemnification and Hold Harmless o. Contractor shall take all necessary precautions in performing the Services toprevent injury to persons or property. The Contractor agrees to m|eaaa' indemnKv, defend, and hold harmless the City, its elected and appointed offiuia(n, officem, employees, agents, repmnenbtimuo, insurers, attorneyu, and volunteers from all liabilities, |0000a, dnmogne, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Contractor, or any Contractor's agent nrsubcontractor, in pmdhnnanua of this Agreement, except for claims caused by the Qh/a sole negligence. The Chx'a right to indemnification includes ottomey'ofees costs associated with establishing the right to indemnification hereunder infavor ufthe City. b. If any suit, judgment, aoUon, claim or demand arises out of, or occurs in conjunction with, the negligent acts and/or nmiunk»no of both the Contractor and the Citv, or their elected or appointed officials, nffiuem, amplovuoo, nganta, attorneys or volunteers, pursuant to this Contract, each podv shall be liable for its proportionate share of negligence for any resulting suit, 'udgmert, ncUnn' n|aim, damand, damages or costs and nxpenoao, including nooaonob|e attorneys' fees. n. Industrial Insurance Act Waiver. It is specificallyand expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act. Title 51 RCVV, solely for the purposes of this indemnification. Contractors indemnification ohoU not be |i0hBd in any way by any limitation VD the amount of damages, compensation or benefits payable to or by any third pudx under workers' compensation acts, disability benefit ooto or any other benefits acts or programs. Contractor shall require that its ouboontnoctom, and anyone directly or indirectly employed or hired by Cnntmctnr, and anyone for whose acts Contractor may be liable in connection with its performance of this Aooeement, comply with the 0anna of this pmnmgnmph' waive any immunity granted under Title 51 RCVV, and assume all potential liability for actions brought bytheir respective employees. The Parties acknowledge that they have mutually negotiated this waiver. d.Should ocourt of competent jurisdiction determine that this Agreement is subject toRCW4.24115.then, in the event of liability for damages arising out of bodily injury to pamnna or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, shall baonly 0othe extent ufthe Contractor's negligence. e. Nothing contained in this Section or this Contracshall beconstrued bocreate oliability oro rightofindemnificatiuninony third party. [ The terms of this Section shall survive any expiration or termination of this Contract. 14. Contractor's Liability Insurance . At all times during performance of the 88mioeo and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and o0oinaL any and all o|mimo, damages, losses, and expenses=_ mining out of or resulting from the performance Vfthis COOt[Gct. , . Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest nfthe public. Contractor will provide o Certificate of Insurance to the City as evidence of coverage for each of the pu|iuiao and outlined herein. A copy of the additional insured endorsement attached 0othe policy will beincluded with the ,uert|8uate.TNuCm�|8c�ecf|noumOneshall bepm«|ded0othe City, prior 0ocommencement Vfwork. ' Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation shall not he construed as waiver of Contractors obligation tomaintain such insurance. insurance coverage shall be primaryinsurance with respect 0zthose who are Additional Insureds under this Contract. Any inuunonma' self-insurance orinsurance pool coverage maintained bxthe City shall be inexcess nfthe Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, mother payments made by Contractor's If at any time during the life of the Contract, many extension, Contractor fails to maintain the required insurance infull force and effect all work under the contract ohm|| be diacnnUnued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. The following insurance is required: e. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined uin8|a limit bodily injury and property damage, and Two yNiUkzn OoUum A&2.000.000.00\gwneno| aggregate. If Contractor carries higher coverage |imdo. such limits nhmU be shown on the Certificate of Insurance and Endorsements and the Cihy, its elected and appointed offinio|o, employees, ogants, attorneys and volunteers uheU be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy ehmU be in effect for the duration of this Contract. The policy shall name the City ofYakima, its elected and appointed offioia|o.employees, agents, attorneys and volunteers aeadditional insureds, and shall contain aclause that the insurer will not cancel nrchange the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A- VIIorhighmrin8mui'oGuideoOdodmiUadintheGbateofVVmnhin00nn.ThenuquimmantncnOtminedhenoin.00WmUaoCib/ nfYohimo'u review oracceptance of insurance maintained by Contractor is not intended to and ohoU not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. t. Automobile Liability Insurance Before this Contract infully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the Cib/, its elected and appointed offiuiudo' omp|nyeeo, agents, attorneys and volunteers uho|| be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are ineffect. Said policy shall beineffect for the duration nf this Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A- VIIorhigherinBaut'u{9uideondodmittadinthoGtatecfVVaohingtnn.Themquinwmanb*ounboinedhovoin.aaweUonCib/ ofYohimo'e review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability ehoU include Hired and Non -Owned coverage ifnecessary. c. Liability (Stop Gap) Contractor and all shall at all times comply with all applicable workers' . oucunnUnno disease, and occupational health and safety bamo ebatVhes, and regulations to the full extent app|inable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any vvny for claims filed by Contractor or its employees for services pudhnnad under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all eubnontuactor(m).Contractor in responsible to mnaunu subcontractor(s) have insurance as needed. Failure of oubuontnoctum/o\tocomply with insurance requirements does not limit Contractor's liability orresponsibility. Commercial General Liability: Combined Single Limit: Automobile Liability Garage Liability Garage Keepers Liability Per Occurrence $2.000'000Annual Aggregate $2,00000Per Occurrence $1'OOO'00OMinimum Limit $200,000 Minimum Limit 12203 Vehicle Maintenance and Lube & oil Page sofn 15. Severability If any term or condition of this Contract mthe application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition nrapplication. To this end, the terms and conditions ofthis Contract are declared severable. 16. Contract Documents This Contract, the Invitation to Bid 12203 Scope of Work, conditions, addenda, and modifications and Contractor's proposal (to the extent consistent with City of Yakima documents) constitute the Contract Documents and one complementary. Specific Federal and State |@wm and the tnnno of this Contract, in that order reopectiwu|y, supersede other inconsistent provisions. These 0ontnouL Documents are onfile inthe Office ofthe Purchasing Manager, 128No. 2ooSt..Yakima, WA, 9O8O1'and are hereby incorporated by reference into this Contract. 17. Termination Termination for Cause: |nthe event the Contractor breaches this Contract, the City may terminate the Contract at its sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 30 days nfthis notice. In the event of the City breaches this Contract, the Contractor may terminate the Contract at its sole discretion insuch event that it provides the City with written notice of City's breach and the City failes to cure its breach of the Contract within 60 days of this notice, The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: o. Defaults ononobligation under the Contract; h. Fails k>perform any material obligation requimdundmr#hoConhnct o. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally -imposed, 30-day notice; e. Makes anassignment for the benefit ofcreditors; [ Fails to follow the sales and use tax certification requirements of the State of Washington; A. Incurs udelinquent Washington tax liability; h. Becomes eState orFederally debarred Contractor; i. |aexcluded from federal procurement and non -procurement Contracts; ' Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract; k. Fails homaintain the confidentiality nfthe City information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; |. Contractor performance threatens the health or safety of a City, County or municipal employee; or Convenience:Termination for The City may terminate the Contract, without cause, byproviding 30days written notice of termination. In the event of termination for convenience, the Contractor shall be entitled to namoiwo compensation for any h»eo owed under the Contract. The Contractor shall also be compensated for partially completed services. In this event, compensation for such partially completed oe,iooe ohoU be no more than the percentage of completion of the oemioon requested, at the ou|o discretion of the Qb/, multiplied by the corresponding payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund. Change in Fundinq: |naddition to the above termination provisions, if the funds upon which the City relied to establish this Contract are xvdbdrown, reduced, or limited, or if additional or modified conditions are p|oond on such funding' the City may terminate this Contract by providing at least five business days written notice tothe Contractor. The termination shall be effective on the date specified in the notice oftermination. ` 1220uVehicle Maintenance and Luue&Oil Page aofn 18. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics/pandemics, war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts or God, etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 19. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 20. Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in Yakima County, Washington. 21. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that he/she has been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 22. Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the general scope and intent of the original Bid Specifications or in excess of allowable and accepted price changes shall be made. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Notice of Business Changes: Contractor shall notify the City in writing within three (3) business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in writing as soon as possible, and in no event later than three (3) business days, after any decision by the Contractor to change or discontinue service that will affect services provided to the City under this Contract. The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses as follows: TO CITY: City of Yakima Purchasing Christina Payer, Buyer II 129 North Second Street Yakima, WA 98901 TO CONTRACTOR: VALVOLINE, INC 3111 W. Allegheny Ave. Philadelphia, PA 19132 23. Survival The foregoing sections of this Contract, 1-23 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the date last written b CITY OF AKIMA City Manager Date: 1 ) VALVOLINE, I By: CITY CONTRACT NO: dd 90-11 r NIA' Data: ESOLUTION NO: (Print name) 12203 Vehicle Maintenance and Lube & Page 7 of 7 (Specifications) CATY OF YAKUMA PQ10,K~HAS G DIVISION a 129 North 2nd Street 0 Yakima, Washington April 27,2O22 Dear Sir or04adem: Subject: Bid No. 132O3Vehicle Maintenance and Lube,Oil and Filter Services Addendum No. 1 — Question and Amendment to Bid Specifications ~ (509)576'6083 1' Question: I was looking at the (Lube, Oil section) of the qualifications and need to verify the equipment needed to qualify for the (Lube, Oil section) RFP and wanted to get verification regarding having a brake lathe as a required piece ofequipment for this section mfthe business? Answer: No, a brake lathe will not be required for Schedule 3— Lube, Oil hk Filter Services. 2. Amendment tmBid : B. Equipment for Vehicle woaintenanceServices (page 14> Contractor must have the following state of the art equipment available to provide required services: l. For check only services - Inspect and recommend replacement asneeded: �m4,�� ^ a. Brake Lathe b. Air conditioning service center C. Starting and charging system tester d. Complete diagnostic services center Front end alib. Complete Diagnostic equipment gnment equipment 2. For tire service: o. Please acknowledge receipt ofthis addendum onthe Cover Sheet, page two (2)mfthe Bid document. Ifyou have any questions please contact nnemt(5O9)57G-G696. ' Christina Payer, [PPB Buyer 11 - City of Yakima Purchasing C C: Lt. Ira Caxn,Police Department File xx 809575-6093 m (509576-6696 p(soy) 576-6394 cd`rismna.payer@vaNmawa.mm xxwww.vaWmowa.gov/emices/punhawmm City of Yakima NOTICE T0BIDDERS 0|012203 Notice is hereby given by the undersigned that electronic sealed Bids will be accepted via PubUuPurchose.uom until the hour of 11:00:00AM PST on May G, 2022. Bids will be publicly opened in Yakima City Hall, Council Chambers, 129 N. 2nd Street, Yakima, Washington 98901. A1such time, Bids will be publicly read for: Vehicle Maintenance and Lube&Oil Services Instructions to register with Pub|icPurchase.00m one available at wxvw.yokimawa.Qo«/oervices/purchasin8. The City of Yakima reserves the right to reject any /& all @|Ds. The City hereby notifies all Bidders that it will affirmatively ensure compliance with WA State Law Against Discrimination (RCVV chapter 49.60) G the Americans with Disabilities Act (42US[121O1e1xet.) Dated April 15,3O32. Publish onApril 2Oand April 22.2O22 Christina Payer, CPP8 8uyerU CITY OF YAKIMA INVITATION TO BID 12203 COVER SHEET/SIGNATURE PAGE THIS IS NOT AN ORDER BID Release Date: April 22, 2022 Bid Receipt: Bidders must first register with PublicPurchase.com and Bid shall be completely uploaded into PublicPurchase.com no later than the date and time listed below. Register as early as possible and do not wait until the due date to upload your documents, as this may take some time. Late Bids will not be accepted or evaluated. If you try to submit a Bid late, the electronic system will not receive it. Bid openings are public. Bids shall be firm for acceptance for ninety (90) days from date of Bid opening, unless otherwise noted BIDS ARE ONLY RECEIVED THROUGH PUBLICPURCHASE.COM Purchasing For: City of Yakima Police Department 200 S 3rd Street Yakima, WA 98901 Buyer in charge of this procurement (Contact for further information): Christina Payer, CPPB Buyer II Bids Must be completely uploaded by: May 6, 2022 at 11:00:oo AM PST Public Opening E. Phone E-Mail Address (509) 576-6696 christina.paver@yakimawa,qov PROJECT DESCRIPTION SUMMARY Vehicle Maintenance and Lube & Oil Services for Yakima Police Department Enter Prompt Payment Discount: % net days Service to start within days after receipt of order, 0 I hereby acknowledge receiving addendum(a) (use as many spaces as addenda received) In signing this Bid we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a Bid; that this Bid has been independently arrived at without collusion with any other Bidder, competitor or potential competitor; that this Bid has not been knowingly disclosed prior to the opening of Bids to any other Bidder or competitor; that the above statement is accurate under penalty of perjury. Furthermore, the Washington State Interlocal Cooperative Act (RCW 39.34) provides that other governmental agencies may purchase goods or services on this solicitation or contract in accordance with the terms and prices indicated therein if all parties agree. The City does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. We will comply with all terms, conditions and specifications requrod by the City of Yakima in this Invitation to Bid and all terms of our Bidl Company Name Company Address Name of Authorized Company Representative (Type or Print) Signature of Above Title Phone ( Fax Date Email Address 12203 Vehicle Maintenance and Lube & Oil Page 2 of 34 Contents II. GENERAL INFORMATION ..,„..... ......... , 5 1. Introduction 5 2. Scope and Objectives . 5 3. Contracting Agency and Point of Contact 5 4. New and Unused , 5 5. Best Modern Practices 5 6. Equal/Approved Equal , 5 7. More or Less .6 8. Published List Prices .6 9. Inspection of Bidder's Facility 6 10. Contract Term 6 11. Deviations 12. Pricing and Discount 6 13. Price Clarifications .,6 14. Price Increases „7 15. Price Decreases , 7 16. Expansion Clause 7 17. Warranty 8 18. Warranty Coverage 8 19. Permits , , 8 20. Regulations and Codes , 8 21. Prompt Payment 8 22. Payments 8 23. Payment Method - Credit Card Acceptance 24. Acceptance of Terms 25. Sales Tax 26. Tax Revenues 27. Clarifications and/or Revisions to Specification and Requirements..,.. 28. Incurring Costs 29. No Obligation to Contract 30. Retention of Rights 31. Points Not Addressed 32. Other City Departments/Like Items Added__ 33. Services Bought from Different Contractor 34. Re -Award 35. Errors and Omissions 36. Changes 111 PREPARING AND SUBMITTING A BID 1. General Instructions ........................................ 2. Submitting a Bid 3. Prohibition of Bidder Terms & Conditions 4. Multiple Bids 5. Withdrawal of Bids .................................................. IV. BIDDERS CHECKLIST V. EVALUATION AND CONTRACT AWARD 1. Bid Evaluation 2. Offer in Effect for Ninety (90) Days 3. Protest Procedure 4. Sample Contract and Terms and Conditions,.. VI. PERFORMANCE REQUIREMENTS .................: 1. VEHICLE MAINTENANCE .........................a 2. Basic Lube, Oil & Filter (LOF) Services ...., 12203 Vehicle Maintenance and Lube & Oil Page 3 of 34 9 .. 9 .9 .9 9 9 ..,9 10 10 10 0 10 10 ,10 12 12 12 12 \Ui BID FORM ...... 16 1. Statement of Work ...... --. _22 2. Compenmation----------------'....... 22 3. Contract Term _1---11.--_____22 4. Agency Relationship between City and ������ _=_______~_22 5. Successors and Assigns ... _~_.~.~~_~°~.°.._=._"_.-._-.-._,=',..^_~°~-.."^.._~~~p.22 8. Property Rights -.'�`"�..~.__~~,,_.__,......... ',~~................ ___~^_'_,_~~_=,22 7. |nmpeoUnnandProduotiwnnfRecnrds-----_=�~~=,"=,__.~......... ,....... °=`°_,__°,~__,^*_,=_,.,,_22 8. Work Made for Hire .m`�____^°23 $. Guarantee '~-.�__^f,.z^�_._~_*-'23 10. Compliance with Law ��.^�_��_,�_���_����_��_�__�,�__��.23 11. Nondiscrimination ~*��_�_."^_.~^�^~___m^............. 24 13. PayTransparency Nondiscrimination ....... __-=_........ _.v24 13. Indemnification and Hold Harmless _°~~.~^~"~.24 14. Contractor's Liability Insurance 25 15. Severab|dy ..... ...... .......... __~,__~^._`__~°,�__-,_..... 28 16. Contract Documents .��"r........ _~_.=,...... ~~—_�=�-_=~___*__~__.'26 17. Termination ....... ......2G 18. Force Majwure................................................... -_.,,r----,.~-.^_r.-�__�~�-_-�_n�-_27 19. Governing Law ....... ...... 27 20. 21. Authority .^ ___27 22. Change orNotice ............................................ m'`^~........ 27 21 Survival 28 ATTACHMENT A —Service Questionnaire ................ -~_,_^=°~,~°~___....... ~__-...... ,_"........ __,r,_=~__=°,=°_,_^3O ATTACHMENT B—L|st of Equipnmemt--------....... ~^._.~-...... ---- 31 ATTACHMENT C—Sample Work Order ~' '^~._-~ _~._____32 ATTACHMENT D—Sample Certificate ofInsurance and Additional Insured Endorsement. ~__^.,-__~__,_.,~,',_~,33 II. E E LI F INVITATION TO BID # 12203 Vehicle Maintenance and Lube & Oil Services TI 1. Introduction It is the intent and purpose of these specifications to describe Vehicle Maintenance and Lube & Oil Services in sufficient detail to secure bids on comparable service. All parts, which are necessary in order to provide complete service, shall be included in the bid and shall conform in strength, quality of workmanship and material to that which is usually provided the trade in general. Any variance from the specifications or standards of quality must be clearly pointed out in writing by the Bidder. 2. Scope and Objectives The Yakima Police Department is requesting Vehicle Maintenance and Lube and Oil services to be provided as a yearly contract. Contractor shall be an independent Contractor under the terms of this contract. This agreement is for, but not limited to, repairs and service to City of Yakima Police Department owned motor vehicles at Contractor's facility. The following are not authorized: body work, painting, window glass replacement, purchase of parts for stock, or service/parts for City employee owned vehicles. To accommodate the volume of vehicles that require lube and oil services, Schedule A and Schedule B may be awarded separately. Additionally, Schedule B may be awarded to one primary contractor and one secondary contractor. The Secondary contractor would only be used in the event that the Primary contractor cannot accommodate, or is unavailable to perform services. Contractors do not need to bid on both schedules. 3. Contracting Agency and Point of Contact This BID is issued by the City of Yakima Purchasing Division. The person responsible for managing this BID process from beginning to end is the Buyer listed on page 2 of this solicitation. From the date of release of this BID until a Contract is issued, all contacts (pertaining to this solicitation) with City's employees, and other personnel performing official business for the City regarding this BID shall be made through the Buyer listed on page 2. Contact with other City personnel regarding this BID is not permitted during the procurement process and violation of these conditions may be considered sufficient cause for rejection of a Bid and disqualification of the Bidder. 4. New and Unused All units, equipment, parts and material shall be new, unused, manufacturer's current model year and in current production. All materials shall have physical and chemical properties to withstand the intended purpose. Equipment design shall have sufficient excess capacity for durability and safety. 5. Best Modern Practices All work, including design, shall be performed and completed in accordance with the best modern practices, further, no detail necessary for safe and regular operation shall be omitted, although specific mention thereof may not be made in these specifications. 6. Equal/Approved Equal These specifications are intended to be precise where a specific make, model or trade name is requested. Whenever a make, model or trade name is used, it shall be that or equal, or approved equal. Equal or approved equal means that the make, model or trade name will be given consideration if they fulfill the same performance requirements. The City reserves the right to make the decision on acceptability. Each bidder shall clearly identify make, model or trade name of equipment bid on the bid form. Any equipment proposed as an 12203 Vehicle Maintenance and Lube & Oil Page 5 of 34 equal to that herein specified must be substantiated with supporting data to justify such request for substitution. 7. More or Less Quantities are estimated only and shall be bid on a MORE OR LESS basis. For the purpose of comparison, bids shall be made in the quantities listed in this specification. Listed quantities shall not be considered firm estimates ofrequirements for the year, nor shall the City be bound or limited to quantities listed. Payment will be mode only for quantities actually ordered, delivered, and accepted, whether greater or less than the stated amounts. 8. Published List Prices If applicable, a copy of your published list prices shall be included in the Bid package. Each Bidder shall bid a percentage discount based on this published list in the space provided on the Price /Cost Sheet. It is understood that the discount quoted on this Bid shall be based on the attached published list price and these shall be the prices paid during the life of the contract. 9. Inspection pYBidder's Facility Prior toawarding the contract, the City and/or its nepnsentatke(s)may inspect the manufacturing and/or service facility of the apparent low bidder to verify that the apparent low bidder has the facility, equipment, personnel, and experience tnrepair, service and support the equipment offered. 10. Contract Term See Section 3ofContract 11' Deviations After a purchase order is awarded to a successful bidder, there shall be no deviations from any requirements stated in the published equipment specification(s) during the manufacturing or assembly process of the units offered, without prior approval from the Purchasing Manager, and an official revised purchase order issued by the Purchasing Division. Failure to comply with this requirement constitutes breach of contract; and may be grounds for order cancellation, without re -stocking fees or damages to the City; or suspension from the City's bidders list. 12. Pricing and Discount The City qualifies for governmental discounts. Unit prices shall reflect these discounts. 13~ Price Clarifications The City reserves the right toclarify any pricing discrepancies related to assumptions on the part of Bidders. Such clarifications will be solely to provide consistent assumptions from which an accurate cost comparison can be achieved. Unit prices shown on the Bid or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the bid form. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern inthe Bid evaluation and contract administration. Any increase proposed shall be submitted to the Buyer listed on page 2' thirty (30) calendar days before the proposed effective date of the price increase, and shall be limited to fully documented cost increases to the Contractor which are demonstrated to be industry -wide. The conditions under which price increases may be granted shall beexpressed inBid documents and contracts oragreements. 14. Price Increases Pricing shall be prepared with the following terms. The Purchasing Manager may exempt these requirements for extraordinary conditions that could not have been known by either party at the time of bid or other circumstances beyond the control of both parties, as determined in the opinion of the Purchasing Manager. Prices shall remain firm for the first twelve-month period of the contract. Requests for Rate Increases must be delivered to the Buyer listed on Page 2, in accordance with the rules below. No other employee may accept a rate increase request on behalf of the City. Any invoice that is sent to the City with pricing above that specified by the City in writing within this Contract or specified within an official written change issued by Purchasing to this contract, shall be invalid. Payment of an erroneous invoice does not constitute acceptance of the erroneous pricing, and the City would seek reimbursement of the overpayment or would withhold such overpayment from future invoices. A. Discount from Manufacturer List Pricing: For all contract items that are priced as a discount below Manufacturer List prices, there shall be no changes to the discount rate throughout the life of the contract. As manufacturer list prices change, the net price to the City will automatically change in the same percentage as the discount rate to the City. B. Fixed Product Pricing: For product and supply contracts that provide on -going, multiple year supply. Original pricing shall be fixed and firm for the first year of the contract. Price requests are at the discretion of the Purchasing Manager; and must also be: 1. The direct result of increases at the manufacturer's level (or if Bidder is a supplier of a raw material delivered directly to the City such as brass, the increase must be verified at the supplier level). 2. Incurred after contract commencement date. 3. Not produce a higher profit margin than that on the original contract. 4. Clearly identify the items impacted by the increase. 5. Be filed with Purchasing Manager a minimum of thirty (30) calendar days before the effective date of proposed increase. 6. Be accompanied by detailed documentation acceptable to the Purchasing Manager sufficient to warrant the increase. 7. Should not deviate from the original contract pricing scheme/methodology. The United States published indices such as the Producer Price Index or other government data may be referenced to help substantiate the Contractor's documentation. A Zink to the PPI Commodity Data is available at https://www. bls.gov/dataj. The adjustment (if any) shall remain firm and fixed for at least 365 days after the effective date of the adjustment. 15. Price Decreases During the contract period and any renewals thereof, any price declines at manufacturer's level shall be reflected in a reduction of the contract price to the City, retroactive to the date they were effective to the bidder. 16. Expansion Clause Any resultant contract may be further expanded by the Purchasing Manager in writing to include any other item normally offered by the bidder, as long as the price of such additional products is based on the same cost/profit formula as the listed item(s). At any time during the term of this contract, other City departments may be added, if both parties agree. 12203 Vehicle Maintenance and Lube & Oil Page 7 of 34 17. Warranty Unless otherwise specifically stated by the Bidder, all goods and services furnished shall be warranted against defects or faulty workmanship and materials by the Contractor for one (1) year following inspection and acceptance of the products by the City. Warranty shall include all costs incurred, including shipping, for repair or replacement except that which isdamaged bymisuse orabuse. This one'(1)year warranty shall innoway affect normal extended or manufacturer's warranty exceeding this one (1) year period. Contractor warrants that all goods and services furnished under this Agreement are new, conform strictly tothe specifications herein, are merchantable, good workmanship, free from defect, comply with all applicable safety and health standards established for such products, all goods are properly packaged, and all appropriate instructions or warnings are supplied. If a defect is found, a component failure occurs, or workmanship is found to cause failure, the Contractor shall replace the product at their own expense, including shipping charges. Any replacement product will be warrantied for one (1) year from the date it is delivered. All implied and expressed warranty provisions of the Uniform Commercial Code are incorporated into this Agreement. Contractor further warrants that no violation of any federal, gate or local law, statute, rule, regulation, ordinance or order will result from the manufacturer, production, sale, shipment' installation or use of any other goods. Contractor's warranties (and any more favorable warranties, service policies, or similar undertaking of Contractor) shall survive delivery, inspection, and acceptance ofthe goods orservices. 18. Warranty Coverage Warranty coverage will not commence until the date the completed unit is put into service as reported by the City; or thirty (30) days after final payment for the unit(s); whichever occurs first. 19. Permits All necessary permits required to perform work are to be supplied by the Contractor at no addition costto the 20. Regulations and Codes To the extent applicable, all equipment ormaterials shall comply with Washington State vehicle regulations, Federal regulations, OSHA and WISHA requirements, to include EPA standards and City safety codes. 21. Prompt Payment Bidders are encouraged to offer discount for prompt payment of invoice. Please indicate your discount proposal on page 2 of this document. If awarded by the City, period of entitlement begins only after: * Receipt ofaproperly completed invoice � Receipt ofall supplies, equipment orservices ordered w Satisfactory completion of all contractual requirements 22. Payments Contractor is to submit properly completed invoice(s) to: City of Yakima, Accounts Payable, 129 N. 2nd Street, Yakima, WA 98901. To insure prompt payment each invoice should cite purchase order number, bid number, description of item purchased, unit and total price, discount terms and include the Contractor's name and return remittance address. Payment will be mailed within thirty (30) days of (a) the receipt and acceptance of the equipment, (b) properly completed invoice, and (c) all papers required to badelivered with equipment. 23' PaymenKMethod—CredbCamdAcceptmnce The City, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. The[ity'y preferred method ofpayment is by procurement (credit) card. Respondents may be required to have the capability nfaccepting the City'o authorized procurement card as o method of payment. No price changes or additional fee(s) may be assessed when accepting the procurement card as a form of payment. 24. Acceptance of Terms Acceptance of a City Purchase Order (PO) for any units affiliated with this purchase constitutes acceptance of, and agreement with, all of the general and specific requirements and stipulations listed in this boiler plate, and in the attached equipment specification(s); including all penalties mentioned. 25. Sales Tax The City of Yakima's Sales Tax rate is currently 8.3%. However, the amount of sales tax will not be considered in determining which bid is the lowest and best bid. 26. Tax Revenues RCW 39.30.040 allows the City to consider the tax revenue that is generated by a purchase of supplies, materials, and equipment, including those from a local sales tax or from a gross receipts business and occupation tax, it determining which bid in the lowest bid, after the tax revenue has been considered. 27. Clarifications and/or Revisions to Specification and Requirements If a Bidder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this solicitation, the Bidder has a duty to immediately notify the Buyer of such concern and request modification or clarification of the BID document. Unless instructions are specifically provided elsewhere in this document, any questions, exceptions, or additions concerning the subject matter of the BID document(s) shall not be considered unless submitted via e-mail (no phone calls) to the Buyer listed on page 2, a minimum of five (5) business days prior to the submittal due date. In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this BID, supplements or revisions will be provided to all known Bidders in the form of an Addendum. All Addenda are posted on www.yakimawa.gov/services/purchasing and sent directly to interested parties who have registered (per instructions on website) for updates to this BID. If any requirements of the BID are unacceptable to any prospective Bidder, they may choose not to submit a Bid. 28. Incurring Costs The City is not liable for any cost incurred by a Bidder in the process of responding to this BID, including but not limited to the cost of preparing and submitting a response, in the conduct of a presentation, in facilitating site visits or any other activities related to responding to this BID. 29. No Obligation to Contract This BID does not obligate the City to contract for service(s), or product(s) specified herein. City reserves the right to cancel or reissue this BID in whole or in part, for any reason prior to the issuance of a Notice of Intent to Award. The City does not guarantee to purchase any specific quantity or dollar amount. Bids that stipulate that the City shall guarantee a specific quantity or dollar amount will be disqualified (e.g. "all -or -none".) 30. Retention of Rights The City retains the right to accept or reject any or all Bids or accept any presented which meet or exceeds these specifications, and which would be in the best interest of the City and will not necessarily be bound to accept the low bid. All Bids become the property of City upon receipt. All rights, title and interest in all materials and ideas prepared by the Bidder for the Bid to City shall be the exclusive property of City and may be used by the City at its option. 12203 Vehicle Maintenance and Lube & Oil Page 9 of 34 31. Points Not Addressed Bidders are encouraged to list any points not addressed in these specifications that they feel improve or enhance the operation oftheir units. 32. Other City Like Items Added At any time during the term of this contract, or any extension thereof, other [by departments may be served under these same terms and conditions, Additional like items may be added at the request of the Purchasing 33. Services Bought from Different Contractor Should the Contractor be unable to or refuse tosupply materials, on any given day, against this predetermined delivery schedule towhich the supplier has agreed and the City is forced to do the work with materials bought from a different supplier, the difference in the Bid price of the materials and that paid the new supplier, in order todothe work, shall becharged toand paid for hythe Contractor holding the Bid award for these products. Contractor shall not, however, beresponsible for delays indelivery due to: * Unavoidable mechanical breakdowns * Strikes � Inability tosecure component materials * Acts ofGod * Fire Provided the Buyer listed on Page % is notified in writing by the Contractor of such pending or actual delay. In the event of any delay, the date of delivery shall be extended fora period equal tothe time lost due to the reason for the delay. 34. Re -Award When the contract is terminated by the City or the Contractor upon providing the written notice as herein required, the City, may re -award the contract to the next most responsible bidder within 12Odays from original award. 35. Errors and Omissions The City reserves the right tocorrect obvious ambiguities and errors inthe Bidder's proposal and towaive non- material irme8u|aritiesand/oromissions. |nthis regard, ifthe unit price does not compute tothe extended total price, the unit price shall govern. 36. Changes Any proposed change in this contract shall be submitted in writing to the Buyer listed on Page 2 for prior approval. If approved, she will make the change by a contract modification that will become affective upon execution by the parties hereto. Any oral statement or representation changing any of these terms or conditions iospecifically unauthorized and isnot valid. EP A � I A, � I 1. General Instructions Failure to conform to the BID specifications and respond to each of the submittal requirements may be the basis for rejection of a bid. Refer to Section IV Bidder's Checklist to ensure your Bid is responsive. 1220uVehicle Maintenance and Lube&Oil Page 10ofo4 Submitting a Bid Bids shall be completely uploaded into Public Purchase.com no later than the date and time listed on Page 2 of this BID. Late Bids will not be accepted or evaluated. If you try to submit a Bid Late, the electronic system will not receive it. If City Hall is closed for business at the time scheduled for opening, for whatever reasons, Bidder's response will be opened on the next business day of the City, at the originally scheduled hour. Bidders must submit their bid electronically through PublicPurchase.com where they will be kept in an electronic lockbox until date and time of opening. To register as a Contractor/Bidder with Public Purchase, go to www.publicpurchase.com:or the City of Yakima website at www.YakimaWA.Gov/Services/Purchasing. The City is not responsible for late bids due to operator error, electronic malfunction, system errors or interruptions affecting the Public Purchase site and the processing of any bids. The Purchasing Manager reserves the right to make exceptions for extenuating circumstances. Bids are not considered to be confidential per Washington State Public Records Act (RCW 42.56 et seq.) All sections of the response shall be made available to the public immediately after contract opening. 3. Prohibition of Bidder Terms & Conditions A Bidder may not submit the Bidder's own contract terms and conditions in a response to this Invitation to Bid. If a Bid contains such terms and conditions, the City, at its sole discretion, may determine the Bid to be a nonresponsive counteroffer, and the Bid may be rejected. 4. Multiple Bids Multiple Bids from a Bidder will be permissible; however, each Bid must conform fully to the requirements for Bid submission. Each such Bid must be submitted separately and labeled as Bid #1, Bid #2, etc. on the first page of their response. 5. Withdrawal of Bids Bidders may withdraw or supplement their Bid at any time up to the bid closing date and time. If a previously submitted bid is withdrawn before the bid due date and time, the Bidder may submit another Bid at any time up to the bid closing date and time. After bid closing date and time, all submitted Bids shall be irrevocable until contract award. IV. BIDDERS CHECKLIST Bidder must complete and upload, as part of their Bid submittal, all required forms listed below in accordance with Section III - Preparing and Submitting a Bid. The list below may not be all inclusive. Be sure to READ the entire Bid document and include everything that is required. • • • • Cover Sheet/Signature Page Bid Form Contractor Questionnaire Attachment A — Service Questionnaire Attachment B — List of Equipment Attachment C — Sample Work Order 12203 Vehicle Maintenance and Lube & Oil Page 2 Pages 16-17 Pages 19-22 Page 30 Page 31 Page 32 Page 11 of 34 TI 0 I 4 CT 1. Bid Evaluation The evaluation and selection of Bidder will be based on the information submitted in the Bid. Award will be made to a responsible Bidder with the lowest responsive Bid. Evaluation of Bids and determination of Bidder responsibility shall be based on past experience with Bidder, proposed manufacturer's service availability, ports availability, equipment design and functionalism, effect on productivity, and Bidder's supporting documentation. 2. Offer inEffect for Ninety (90)0mys A Bid may not be modified, withdrawn or canceled by the Bidder for a ninety (90) day period following the deadline for Bid due date, or receipt ofbest and final offer, if required, and Bidder soagrees by submittal of 3. Protest Procedure Any protest must be made in writing, signed by the protestor, and state that the Bidder is submitting a formal protest. The protest shall be filed with the City of Yakima's Purchasing Manager at 129 No. 2nd St., Yakima, WA 98901, or by fax: S09'S76'6294oremail to: rm'The protest shall clearly state the specific factual and legal ground(s) for the protest and o description of the relief or corrective action being requested. Protests based on specifications/scope of work, or other terms in the BID shall be filed at least five (S) calendar days before the solicitations due date, and protests based on award orafter the award shall be filed no more than five calendar (5) days after Award Announcement (see below for details). The following steps shall betaken inanattempt toresolve the protest with the Bidder: Step i Purchasing Manager and Division Manager of solicitation try resolving matter with protester. All available facts will be considered and the Purchasing Manager shall issue a written decision. StepU. If unresolved, within three (3) business days after receipt of written decision, the protestmaybe appealed tothe Department Head by the Purchasing Manager. Step Ui If still unresolved within three (3) business days after receipt of appeal response, the protest may be appealed to the Executive. The Executive shall make a final determination in writing to the Award Announcement Purchasing shall announce the successful Bidder via VVebsite e-mail, fax, regular mail, or by any other appropriate means. Once the Award is released by Purchasing, the protest time frame begins. The timeframe is not based upon when the bidder received the information, but rather when the announcement is issued by Purchasing. Award Regardless of Protest When a written protest against making anaward is received the award shall not be made until the matter is resolved, unless the City determines that one of the following applies: * The supplies mrservices tnbecontracted for are urgently required; ° Delivery or performance will be unduly delayed by failure to make award promptly; ° A prompt award will otherwise beadvantageous tothe City. If the award is made, regardless of a protest, the award must be documented in the file, explaining the basis for the award. Written notice of the decision to proceed shall be sent to the protester and others who may be concerned. The City retains the right to enter into any contract and nothing herein shall be construed to limit that authority in any manner. 4. Sample Contract and Terms and Conditions The Sample Contract provided with this Bid Specification represents the terms and conditions which the Owner expects to execute in a contract with the successful Bidder. Bidders must accept or submit point -by -point exceptions along with proposed alternative or additional language for each point. The Owner may or may not consider any of the Bidder's suggested revisions. Any changes or amendment to any of the Contract Terms and Conditions will occur only if the change is in the best interest of the Owner. VI. E;"..F CE E E TS 1. VEHICLE MAINTENANCE A. Vehicles The Police Department (YPD) has a fleet of approximately two hundred nine (209) gas operated vehicles. Contractors should have the capacity to service and maintain this volume vehicles. There are approximately one hundred thirty (130) pursuit vehicles for YPD. These vehicles are driven approximately 12,000 miles per year, which operate on average 12 hours per day, 4 days per week. It is essential that they be serviced on a priority basis to insure minimum time out of service. The remainder of the police fleet, includes undercover vehicles, are driven an average of 12,000 miles or less per year and would need less service calls per year. Current Police Department fleet is as follows: Quantity Year 63 2022 3 2022 1 2020 4 2020 25 13 1 21 52 12 2 1 1 3 1 2012-2019 2016-2018 2015 2014-2017 2014 2013 2013 2013 2011 2009-2010 2007 2006 1995 1993 1992 Model Ford Police Interceptor Utility EcoBoost *(On Order at time of bid). Ford F150 Police Responder *(On Order at time of bid). Ford Police Interceptor Utility EcoBoost Ford Police Interceptor Utility Chevrolet Impala Ford Police Interceptor Utility Ford F250 4WD Ford Police Interceptor Sedan AWD Ford Police Interceptor Utility AWD Ford Police Interceptor Sedan FWD Ford Police Interceptor Utility FWD Chevrolet Express 1500 Van Ford Escape 4WD Ford Crown Victoria Chevrolet Impala Ford E150 Van Honda Civic Chevrolet C1500 2WD Chevrolet G30 Van 2WD 1992 12203 Vehicle Maintenance and Lube & Oil Chevrolet P30 Van 2WD Page 13 of 34 B. Equipment Contractor must have the following state of the art equipment available toprovide nequined services: 1. For Lube, Oi| & Fiker(bOF) and check only services: o. Brake Lathe b. Air conditioning service center c. Starting and charging system tester d. Complete diagnostic services center 2. For tire service: a. Front end alignment equipment b. Complete Diagnostic equipment The Contractor shall maintain in good mechanical condition, the minimum equipment required. Prior to a recommendation of award, the City may inspect the equipment to verify that it meets these requirements. |fthe Bidder's equipment isnot satisfactory, the City reserves the right toreject the Bid submittal. The Bidder shall supply a list of the equipment to be utilized in carrying out this contract on the attached List of Equipment form (Attachment B, below). C. Tines The current types and sizes of tires the City Police Department currently utilizes are: 1. Sizes Steel Belt/Radial a. 225/601116—VRa1ed d. 24S/SSR18—VRated b. 225/701116—VRated e. 2SS/GOR18—VRated c. 23S/5SR17—VRated All tires will be purchased by the City and provided to the successful Contractor providing tire service. The successful Contractor shall provide storage space for a minimum of 40 tires. The City may, atits sole option, purchase tires from the successful Contractor a1State nfWashington Contract pricing orbetter. Contractor must be able to supply Goodyear RSA tires in addition to other manufacturers available. Q. Services Types of vehicle maintenance to be included in this contract are as follows: 1. Oil and filter change Complete tune-up a. 4cy|inder b. 6cy|inder o. Acy|inder d. Replace air filter e. Cabin air filter — check and replace 2. Major maintenance items a. Brakes (Lubrication —wheel pack, front and rear wheel drive) b. Transmission c Engine d. Radiator/Transmission/Oil Cooler 3. Onanasneeded basis a. Front end alignment b. Repair of major vehicle components not covered by vehicle manufacturer warranty, 4. Tire Services a. Rotate tires b. Mount and balance u. Wheel balance d. Tubeless valve e. Pull street tires and mount snow tires f. Tire change service (days) 8. Diagnose, repair TPIVISSystem h. Wheel straightening for minor bends 2. Basic LubeOil &Filter (LOF) Services A. Services For the flat fee identified for the Basic LOF, Synthetic Blend LOF and Full Synthetic LOF, Contractor will perform on Yakima City Police vehicles all items listed below. Such service will be routinely completed within sixty (60) minutes of vehicle arrival during Contractor's normal hours of operation. Reservations will not berequired. All services performed and parts supplied shall meet or exceed original equipment manufacturer's warranty requirements. Contractor must be willing to install city supplied pads if provided. 8. Drain and refill with up to 5 quarts mfmajor brand premium quality oil (Penaoi| Multi -grade) 10' 4OVV, 1S'4OVVorS'3OVVwith the highest AP rating available. Synthetic Blend is required for all Police Pursuit Vehicles. 2. Install new top quality oil filter. 3. Lubricate Chassis. (when applicable) 4. Inflate tires to proper pressure and check for foreign objects. S. Inspect suspension drivetrain components for wear and recommend replacement as needed. B. Fluid Lewels-Check Only Report any needed repair orreplacement and fill fluid levels, including: 1. Battery Health Z. Radiator 3. Transmission 4. Differential S. Brakes 6. Power Steering 7. Windshield washer and antifreeze protected solution C. Filters, Wiper Blades, Light Check and report any needed repair orreplacement. 1. Air Filter, Cabin Filter, PCVVa|ve 2. Wiper Blades 3. Head and Tall Lights 12203vehid Maintenance and Lube&Oil Page 1sof 34 VII. BID FORM Bidder Name: INVITATION TO BID NO. 12203 TO BIDDER: PLEASE QUOTE YOUR LOWEST PRICE, BEST DELIVERY DATE AND PAYMENT DISCOUNT TERMS FOR THE FOLLOWING. THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS AND TO ACCEPT ANY OR ALL ITEMS AT THE PRICE BID. THE CITY INTENDS TO AWARD THIS CONTRACT WITHIN NINETY (90) CALENDAR DAYS. Quote your lowest price for the following: Item No. 1. 2. 3. SCHEDULE 1— Vehicle Maintenance Description Qty. Unit Total Price (without tax) Make/Model or Trade Name of Parts/Equipment Bid: Standard labor rate per hour: Percent discount on labor rate Flat rate per hour offered for this bid Trouble shooting & diagnostic work per hour labor rate: (or) o/ 4. Method of calculating discount on parts costs (choose one): (or) Cost plus List price minus % (or) Other: 5. Name of flat rate manual used for costing services: (Manual shall be provided by the successful contractor at time of award). Sub Total Schedule A: WA State Sales Tax @ 8.3%: Total Schedule A: SCHEDULE 2 — Lube, Oil & Filter Services (LOF) Bidder offers to provide the following Lube, Oil & Filter Services. Manufacturer may recommend Synthetic Blend or Full Synthetic on certain vehicles included in Police fleet. Please indicate below when applicable. City of Yakima reserves the right to make a multiple award based on the best value and geographical location. Item No. 6. 6a. Description Conventional Oil: Flat Rate Price Per Lube, Oil & Filter Change: (Flat Rate Price to include a maximum of 5 quarts of oil. Any additional quarts IF NEEDED will be paid separately). Price for each additional quart of oil beyond 5 quarts. Qty. 1 1 Unit EA EA $ Total Price (without tax) 12203 Vehicle Maintenance and Lube & Oil Page 16 of 34 List vehicles, year/make/mmde[that require conventional oil: 7. : 7a. Synthetic Blend: Flat Rate Price Per Lube,Oil & Filter Change: (Flat Rate Price to include a maximum of quarts of oil. Any additional quarto IF NEEDED will be paid separately). Price for each additional quart of oil beyond 5 quarts. List vehicles, year/n1ake/n1mdeithat require synthetic blend oil: 8' !8a~ Full Synthetic: Flat Rote Price Per Lube, Oil & Filter Change: (Flat Rate Price to include a maximum of quarts ofoil. Any additional quarts |FNEEDED will be paid separately). Price for each additional quart of oil beyond 5 quarts. 1 1 1 EA EA EA EA List vehicles, yemr/n1ake/nlodeithat require full synthetic oil: Sub Total Schedule B: WA State Sales Tax 8.3%: Total: 'OIL/LUBRICANTS PROPOSED: State brands and weights ofapremium quality oil and list lubricants that will be available, both with the highest AP rating available. (Add additional sheet if needed). Lubricants Mechanical Repairs Blend or Full Synthetic Contractor must identify if mechanical repairs are covered by manufacturer warranty prior to completing repairs. All major repairs exceeding standard |ube oil and filter services must beapproved byPolice Fleet Manager prior to repair. Acknowledged by: Print Name, Tide Signed Name VIII. CONTRACTOR QUESTIONNAIRE INSTRUCTIONS: Provide the requested information, sign and date. If the Owner requires further may request Bidder to provide such information within a mandatory due date. You must submit the Owner with your Bid Submittal. Failure to submit this form fully complete, may result in Submittal. Contractor's Legal Name: Company's dba: (if applicable) CEO/President Name: Business License No. Phone CONTRACTOR INFORMATION Page 1 of 4 description, the Owner this completed form to disqualification of Bid UBI No. ) Federal EIN No. Toll Free Phone ( FAX ( ) E-Mail Address Mailing Address City State Zip + 4 Physical Address City State Zip + 4 Name the person to contact for questions concerning this bid submittal. Name Title Phone ( ) Toll Free Phone ( ) FAX ( ) E-Mail Address Mailing Address City State Zip + 4 Physical Address City State Zip + 4 12203 Vehicle Maintenance and Lube & Oil Page 18 of 34 BIDDER: CONTRACTOR QUESTIONNAIRE Page 2 of 4 Is your firm a subsidiary, parent, holding company, or affiliate of another firm? Yes: Please explain: No: FINANCIAL RESOURCES AND RESPONSIBILITY Within the previous five years, has your firm been the debtor of a bankruptcy? Yes: Please explain No: Is your firm in the process of or in negotiations toward being sold? Please explain Yes: No: Within the previous five years, has your firm been debarred from contracting with any local, state, or federal government contract? Yes: Please explain Within the previous five years, has your firm been determined to be a non - responsible bidder for a proposal for any government contract? Please explain No: Yes: No: Within the previous five years, has a governmental or private entity terminated your firm's contract prior to contract completion? Yes: No: Please explain Within the previous five years, has your firm used any subcontractor to perform work on a government contract when that subcontractor had been debarred by a governmental agency? Yes: No: Please explain 12203 Vehicle Maintenance and Lube & Oil Page 19 of 34 BIDDER: DISPUTES CONTRACTOR QUESTIONNAIRE Page 3 of 4 Within the previous five years, has your firm been the defendant in court on a matter related to any of the following? • Payment to subcontractors? Please explain Yes: No: • Work performance on a contract? Please explain Does your firm have any outstanding judgments pending against it? Please explain Yes: No: Yes: Within the previous five years, has your firm been assessed liquidated damages on a contract? Yes: Please explain No: No: Has your firm received notice of and/or in litigation about patent infringement for the product and/or service that your firm is offering to the City? Yes: Please explain No: Within the previous five years, has your firm or any of its owners, partners, or officers, been assessed penalties or found to have violated any laws, rules, or regulations enforced or administered by a governmental entity? This does not include owners of stock if your firm is a publicly traded corporation. Please explain Yes: No: License(s) are required to perform the services sought by this solicitation. Within the previous five years, has your firm had a license suspended by a licensing agency or been found to have violated licensing laws? Yes: No: Please explain 12203 Vehicle Maintenance and Lube & Oil Page 20 of 34 BIDDER: BUSINESS INTEGRITY Is a governmental entity or public utility currently investigating your firm for false claims or material misrepresentations? Please explain CONTRACTOR QUESTIONNAIRE Page 4of4 Yes: No: Within the previous five years, has a governmental entity or public utility determined your firm made a false claim or material misrepresentation? Please explain Yes: No: Within the previous five years, has your firm or any of its owners, partners or officers been convicted of a crime involving the bidding on a government contract, the awarding of a government contract, the performance of a government contract, or of a crime of fraud, theft, embezzlement, perjury, bribery? This does not include Owners of stock if your firm is a publicly traded corporation. Please explain REFERENCES References: Bidder must have satisfactorily completed or currently maintained three contracts that included lube, oil and filter services in the last five (5) years: Yes: 1. Location and for whom performed: No: (3) vehicle maintenance Telephone: Contact Person: 2. Location and for whom performed: Telephone: Contact Person: 3. Location and for whom performed: Telephone: Contact Person: 12203 Vehicle Maintenance and Lube & Oil Page 21 of 34 service 0 CT AGREEMENT CITY OFYAKIMA 8|D12203 Vehicle Maintenance and Lube & Oil Services THIS AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal corporation VNT0ES0BM:The parties, inconsideration ofthe terms and conditions herein, dohereby covenant and agree as follows: 1. Statement of Work The Contractor shall perform all work and service(s) and furnish all km|u, materials, labor and equipment (C0UeCUv8|y referred to as "Services") according to the procedure outlined in Bid A¥8nd Name] Specifications which are attached as Exhibit A, and the most recent edition of the ANGVT|/VF|A and NEC Standards, all of which are incorporated herein by this refenaOCe, and shall perform any alterations in or additions to the work provided under this Contract and every part thereof. Work shall begin within [XXJ business days after Notice to Proceed and be complete within [XXI business days. The Contractor shall provide and bear the expense of all equipment; work and labor of any sort whatsoever that may be required for the transfer of materials and completing the work provided for in this Contract and every part thereof, except such 8nare mentioned in the specifications 0Jb8furnished bythe City OfYakima. 3. Compensation The City agrees to pay the Contractor according to Exhibit B. 8tt8ChoU hereto and incorporated h8m|n. which Exhibit includes the Sp8Cifiood|on8 and payment schedule ofitemized pr|noS as |ioh*d in the Contractor's Bid submittal at the time and in the manner and upon the conditions provided for the Contract. I Contract Term The period Ofthis Contract shall befor 8period ofone year from its effective date. The City may, at its option,extend thContract confirmation, unless the Citv Provides advance notice of the intention to not renew, or unless the Services have been completed to the bty's satisfaction prior to any automatic renewal. year to year basis for up to four (4) additional years. Contract -' extensions shall be automatic, and shall go into effect without written 4. Agency Relationship between City and Contractor Contractor shall, Gtall times, b8onindependent Contractor and not an agent or representative of City with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City. 5. Successors and Assigns u. Neither the City, nor the Contractor, shall oaoigD' t[8nu#ar. orencumber any ,ightS, duU8o, or interests accruing from this Contract without the prior written consent nfthe other. b. The Contractor for himself, and for his h*|m' executors, administrators, SuooeGGOnS. and 800igno, does hereby 8gmo to the full performance of all the covenants herein contained upon the part of the Contractor. 8. Property Rights All nonnrUo or p8p8nG of any sort relating to the City and to the project will at all Umoo be the property of the City and shall be surrendered tothe City upon demand. All information concerning the City and said project which is not otherwise a matter ofpublic record or required by law to be made public, is oonfid8nUa|, and the Contractor will not, in whole or part, now orat anytime diSu|noe that information without the express written consent Ofthe City. 7. Inspectionand Production of Records 8. The records na|oUng to the Gomico3 Sh3U, at all tim8S, be subject to inspection by and with the approval of the Cdv, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for zzzosVehicle Maintenance and Lube&Oil Page aoofa4 performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to the Services will be provided to the City upon the City's request. b. Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. c. All records relating to Contractor's services under this Contract must be made available to the City, and the recordrelating to the Services are City of Yakima /Yakima County records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to Contractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. d. The terms of this section shall survive any expiration or termination of this Contract. 8. Work Made for Hire All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property of the City. The City shall own any and all data, documents, plans, copyrights, specifications, working papers, and any other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver these materials to the City. 9. Guarantee Contractor warrants the Services will be free from defects in material and workmanship for a period of one year following the date of completion and acceptance of the Services. 10. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. b. Contractor must provide proof of a valid Washington State Contractor Registration number. c. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 85 RCW. d. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065(3). e. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. 12203 Vehicle Maintenance and Lube & Oil Page 23 of 34 t Although the City does not require foreign corporate proposers k)qualify in the City, County 0rState prior t0submitting 8proposal, itiS specificallyunderstood and agreed that any such corporation will promptly take all n8C8SS8ry m88SuR)S to b8CODn8 authorized to conduct huo|nouS in the C|h/ of Yakima 81their own 8xpenD8, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior 1Oconducting any business iOthe City. 11. Nondiscrimination During the performance ofthis Contract, the Contractor agrees oofollows: The Contractor shall not discriminate against any person Onthe grounds Vfrace, creed, color, religion, national origin, sex, age, marital StatuS, S9xu8| orientation, gender identity, pregnancy, veteran's StatuS, political affiliation or belief, or the presence of any sensory, mental Or physical handicap in violation of the Washington State Law Against Discrimination /RCVV Ch8pta[4S.GO\ or the Americans with Disabilities Act /42U8C121O1otooql This provision shall include but not be |i0d8d h)the following: emp|OymHn(. UpO0d|ng, domOdOn' transfer, recruitment, 8dw8rt|S|ng' layoff o[termination, rates of pay or other forms of compensation, S8|8CbOn for training, and the provision of G8rv|C8S under this Agreement. In the event of the Contractor's noncompliance with the non-discrimination clause of this contractorwith any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for any future City contracts. 12. Pay Transparency Nondiscrimination Provision The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the cO0p8nS8ki0n information ofother employees or applicants as a part oftheir essential job functions cannot dioo|oao the pay of other employees Orapplicants to individuals who d0 not otherwise have anonnu to compensation information, Un|ouu the disclosure is (8) in response to 8 h}r08| complaint Or charge, /b\ in furtherance of an |nvost|gaUon, pmC8nding, hearing, or action, including an investigation conducted bythe employer, or (c) consistent with the contractor's legal duty to furnish information. 13. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons Orproperty. The Contractor agrees tO nB|8aS9, ind8mndy, defend, and hold harmless the Cdv. its elected and appointed offiCi8|S, offiC8nS' emp|oyoeo, agents, mpmoontnt|vou. iOSunSnS' attorneys, and volunteers from all ||oUUit|oS. |o9S8S' damugeu, and expenses m|atoU to all o|a|ma, suits, e[bitr8U0O 8CUOOS' inw8SUg8UOnS. and regulatory orother governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance of this AomomonL except for claims C8Usod by the City'S sole negligence. The Qty'a right to indemnification includes 8tto[n8y'Sf8eS costs associated with establishing the right to indemnification hereunder iOfavor Ofthe City. b. If any suit, judgment, action, claim or demand nr|oeo out of, or occurs in conjunction with, the negligent acts 8DdhJr omissions ofboth the Contractor and the City, or their elected or appointed officials, officers, employees, agents, attorneys or volunteers, pursuant tnthis COOt0Ct' each party Sh8U be liable for its proportionate Sh8nS 0fnegligence for any resulting suit, 'udg0oOL 8nUnn, d8im, demand, damages or costs and expenses, including reasonable attorneys' fees. o. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial |nSumnoo act. Title 51 RCVV. solely for the purposes of this iOU90OifiS8UOR. CUOt[8Ck)r'S indemnification shall not be limited in any way by any limitation on the amount of d308g8S. cOmp8n8@k|0n or benefits payable to or by any third pohv under workers' compensation aots, disability benefit acts Orany other benefits acts or programs. Contractor shall require that its GuboOn(raohom. and anyone directly nr indirectly employed or hired by Contractor, and anyone for whose 8oho Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this penug[8ph' waive any immunity granted under Title 51 RCVV' and euoumo all pOtunUo| liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. 1220uVehicle Maintenance and Lube&Oil Page z«ofs« d. Should Gcourt of competent jurisdiction determine that this Agreement is subject k>RCVV4.24115.then, inthe event of liability for damages arising Out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost0Jdefend, shall Uaonly tothe extent cfthe Contractor's negligence. 8. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification 'in any third party. f. The terms of this Section shall survive any expiration or termination of this Contract. 14. Contractor's Liability Insurance /t all times during p8dhnn8nc8 of the Services and this Contract, Contractor shall S8Cung and maintain in effect insurance to protect the City and Contractor from and against any and all o|aimo, damageu, looaeo, and expenses arising out of or resulting from the performance ofthis Contract. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher |i0dm should it deem it n8C6SSGry in the best interest of the public. Contractor will provide 3 Certificate of Insurance to the City as evidence of coverage for each of the po||oiao and outlined herein. A copy of the additional insured 8OUU08ment attached to the policy will be included with the certificate. This Certificate of insurance Sh8U be provided to the City, prior hDcommencement Ofwork. Failure of City to demand such verification of coverage with these insurance requirements 0failure of City to identify 8deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligationk)0Ginta|nGUShiOSu[3nCe. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or iOSun3Oo8 pO0| coverage maintained by the City shall be in 8xC8mG of the Contractor's |nSU[8OCe and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's |nSu[8OCo. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract nh3|| be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City h}terminate the Contract. The following insurance isrequired: o. Commercial Liability Insurance Before this Contract iofully executed by the partieo. Contractor shall provide the City with acertificate nfinsurance as proof 0fcommercial liability insurance with 8minimum liability limit OfTwo Million Dollars ($2.00U.00U.O0per occurrence, combined single limit bodily injury and property damage, and Two K4i||km Dollars ($2.000.000.00g8mnnd aggregate. If Contractor carries higher coverage |imdo. such limits shall be shown on the Certificate of |naunonuo and Endorsements and the Cdv, its elected and appointed offioia|o, amp|oyeoo, agante, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers 3Sadditional insureds, and shall contain 8clause that the insurer will not cancel orchange the insurance without first giving the City prior written notice. The insurance shall be with an insurance company O[companies rated A' V||0rhigher|O88SYSGUide and admitted in the State of Washington. The requirements contained herein, as well as City ofYok|ma'o review uracceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. b Automobile Liability Insurance Before this Contract is fully executed by the partiau. Contractor shall provide the City with o certificate of insurance on proof Ofautomobile liability insurance with 8minimum liability limit ofTwo Million Dollars ($2.00O,OOO.00per occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the Cdv, its elected and appointed offioia|u, omp|oyaao, agento, attorneys and volunteers mhoU be named as zuzouVehicle Maintenance and Luue&Oil Page asofs4 additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are |neffect. Said policy shall beineffect for the duration nf this Contract. The policy shall name the City OfYakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A- VIIorhighorinBoot'oGuiUeandodmit0edintheGtohaofVVush|ng1on.Thenequ|numontSCOOt8in8dh8n8in.8Sw8||8SCitv of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations 8SSUm8d by Contractor under this contract. The business auto liability shall include Hired and Non -Owned coverage if necessary. o. (Stop Gap) Contractor and all shall at all times comply with all applicable workers' compensation, occupational diS88Se. and occupational h88Ul and safety |owo. statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with 8limit OfOOless than $1.00O'UOO.O0.The City shall not beheld responsible in any way for C|8imS filed by Contractor or its employees for S8rviC8S performed under the hgnns of this CuntraC, Contractor agrees k) assume full liability for all C|8im8 arising from this Contract including o|a|mu resulting from negligent acts Ofall 8ubCVntr8CtVr(9).Contractor i9 responsible h}ensure SuhCOn1r@ctor(S) have insurance an needed. Failure Of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or responsibility. Commercial General Liability: Combined Single Limit: Automobile Liability Garage Liability Garage Keepers Liability $2'0OO,0UOPer Occurrence $2'UOO'OOOAnnual Aggregate $2.0OO,U00Per Occurrence $1'0UO'DO0Minimum Limit $2OO,0OOMinimum Limit 15. Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions Orapplications which can b8given effect without the invalid term, condition Orapplication. TOthis end, the terms and conditions nfthis Contract are declared severable. 16. Contract Documents This Contract, the Invitation to Bid 12203 Scope of Work, conditions, eddanUo, and modifications and Contractor's proposal 8o the extent consistent with Qh/ of Yakima documents) constitute the Contract Documents and are complementary. Specific Fadnnu| and State |8*s and the terms of this Contract, in that order mop8Ctiv6|y' supersede other inconsistent provisions. These Contract Documents are onfile |nthe Office ofthe Purchasing Manager, 129No. 2ndGL.Yakima, WA, 989O1'and are hereby incorporated by reference into this Contract. 17.Termnatio Termination for the event the Contractor breaches this Contract, the City may terminate the Contractatits sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 30 days of this notice. In the event of the City breaches this Contract, the Contractor may terminate the Contract at its sole discretion in such event that it provides the City with written notice of City'ubmach and the City failes to cure its breach of the Contract within 60days of this notice. The following represents 8n0nfxc|USivH.illustrative list 0finstances that shall beconsidered 8breach bvthe Contractor: u. Defaults on an obligation under the Contract; b. Fails hoperform any material obligation required under the Contract; S. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; U. Allows any final judgment not to be satisfied or a lien not to be disputed after a legal ly-im posed, 30-day notice; o. Makes anassignment for the benefit ofcreditors; zzzoyVehicle Maintenance and Luue&Oil Page 2sof34 f. Fails to follow the sales and use tax certification requirements of the State of Washington; g. Incurs a delinquent Washington tax liability; h. Becomes a State or Federally debarred Contractor; i. Is excluded from federal procurement and non -procurement Contracts; j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract; k. Fails to maintain the confidentiality of the City information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; I. Contractor performance threatens the health or safety of a City, County or municipal employee; or Termination for Convenience: The City may terminate the Contract, without cause, by providing 30 days written notice of termination. In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed under the Contract. The Contractor shall also be compensated for partially completed services. In this event, compensation for such partially completed services shall be no more than the percentage of completion of the services requested, at the sole discretion of the City, multiplied by the corresponding payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund. Change in Funding: In addition to the above termination provisions, if the funds upon which the City relied to establish this Contract are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, the City may terminate this Contract by providing at least five business days written notice to the Contractor. The termination shall be effective on the date specified in the notice of termination. 18. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics/pandemics, war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts or God, etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 19. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 20. Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in Yakima County, Washington. 21. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that he/she has been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 22. Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be made. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Notice of Business Changes: Contractor shall notify the City in writing within three (3) business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in writing as soon as possible, 12203 Vehicle Maintenance and Lube & Oil Page 27 of 34 and in no event later than three (3) business days, after any decision by the Contractor to change or discontinue service that will affect services provided to the City under this Contract. The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses as follows: TO CITY: City of Yakima Purchasing Christina Payer, Buyer II 129 North Second Street Yakima, WA 98901 TO CONTRACTOR: 23. Survival The foregoing sections of this Contract, 1-23 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the date last written below. CITY OF YAKIMA City Manager Date: [ENTER CONT CTOR NA E By: Date: Attest: (Print name) City Clerk 12203 Vehicle Maintenance and Lube & Oil Page 28 of 34 EXHIBIT A EXHIBIT B SPECIFICATIONS CONTRACTOR'S BID FORM 12203 Vehicle Maintenance and Lube & 0il Page 29 of 34 ET SERVICE QUESTIONNAIRE Please check the services your company can perform and list the number of certified mechanics available for each service. Provide Service? Engine Repair o Automatic Transmission • Manual Transmission and Rear Axle ij Front End • Brakes o Electrical Systems • Heating and Air Conditioning Number of Certified Mechanics? Engine Tune -Up 12203 Vehicle Maintenance and Lube & Oil Page 30 of 34 LIST OF EQUIPMENT Contractor must list equipment owned and which is definitely available for use on proposed work as required: ET Detail of Equipment to be Used Condition Location (Name, Type, Model, Year) For LOF and Check Only Services: Brake Lathe: Air conditioning service center: 3, Starting and charging system tester: 4, Complete diagnostic services center: 1. For Tire Services: Front end alignment equipment: 2. Complete Diagnostic equipment: 12203 Vehicle Maintenance and Lube & Oil Page 31 of 34 ATTACHMENT C SAMPLE WORK ORDER - REQUIRED WITH SUBMITTAL Use 2022 FORD INTERCEPTOR AWD UTILITY ECOBOOST as an example vehicle for the purpose of costing services listed below: Service 1. Service Transmission Parts Required: Transmission Kit Fluid Engine Tune-up Parts Required: Plugs Rotor Fuel Filter Air Cleaner . Brake Repair (Including wheel pack) Parts Required: Wheel Seals Front Pads Rear Shoes Turn Rotors (2) Turn Rear Drums (2) Front End Alignment (front only) Parts Required: Front/Rear Shims 5. Lube, 0i1, Filter Parts Required: 5-30 Synthetic Blend Oil Filter . Air Conditioner Recharge Parts Required: Freon, 5 lbs. Mount Snow Tires, Balance, Rotate (2 tires) Parts Brand Hours Labor Cost Parts Cost Total Cost Required 12203 Vehicle Maintenance and Lube & Oil Page 32 of 34 ATTACHMENT D SAMPLE CERTIFICATE OF INSURANCE AND ADDITIONAL INSURED ENDORSEMENT CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED Ai A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INEURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: H the celtlfloate holder Man ADDITIONAL INSURED, the poloy(leaj ntU t have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION 12 WAIVED, subject to the brine and conditions of the policy, certain polities meg require an endaraamani A statement on tills +aartnllceta Coeot confer Manta to the ofliMcats holder to 0au OT eutlim ert4totSaalNaent(s). PRODUCER INSURANCE AGENT ISSUING CERTIFICATE INSIamED Entity Insured Address ERA 3E 1NsIN INSURANCE AGENT INFORMATION A- CERTIFICATE NUMBER: REVISION NUMBER: TINS IS TO CERTIFY THAT THE POUCIES OF INSURANCE Ll TED BELOW HAVE BEEN ISSUED TO THE INGURED NANED ABOVE FOR THE PCUCY PERIOD INDICATED. NOTWITICTASOING ANY REOIAREIdENT, TERM OR CONDfON OF ANY CONTRACT OR OTHER DOCLMENT WTIH RESPECT TO VMICH THIS CERTIFICATE MAY BE SUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS, ^ EJECT TO ALL THE TERMS. EXCLUNCNS AND CONDRlCNS OF SUCH POUOECL LIMITS SHOWN MAY HAVEDEEN REDUCED BY PAID CLAMS. A AIR A UIIr1RELLA LIAR ••�• EXCESS LIAR „E.° I MOW COMPENSATION *111 Afem EMPLOYERS LNBIUTY I WYPRDPRETOR•PARTNEWEX EQRA£ OFNCEPoYENBERE•CLUDECR rN.nd.I.rY SAO �.,. d..rs...r■ v:R t00 OF OFF.!Ltrr C+au.I Garage LlaWlrty Garage Keepers LQQItty POUCY NUMBER POLICY NUMBER POUCY NUMBER STOP GAPE EL ONLY POLICY NUMBER cart.. 1YTa DATE ATE DATE TTJ—IxJ �A" A LC DESCAIPTIDIY OF OPERATIONS / LOCATIONS INFIRM! (ACORO MI, Admd.,rl Ra•IA Sch*.1., .u/ d ash* I mob spew 1. nqv*I Tile Orly of Yakima, Its agents, employee& aulhon Tea vomnteers, elected and appointed otllaMis are included ae PEtlnarytrton-CNmdlbuhlry aadIUDnal insured. See attached AO1a1Otla1 Named EridOmeInent. CERTIFICATE HOLDER City of Yakima Purchasing Department .129 N. 2nd St Yakima, WA98901 ACORD 25 (2016103) 12203 Vehicle Maintenance and Lube & Oil ANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOAFED REPRESENTATIVE SIGNATURE t588-2015 ACORO CORPORATION. NI rights reserved.. The ACORD name and logo are registered marks of ACORD Page 33 of 34 POLICY NUMBER: COMMERCIAL GENERAL LJABIUTY CG20100704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modes insurance provided under the following' COMMERCIAL GENERAL LIABILITY COVERAGE PART SC HEDIULE Name Of Additional Insured Person(s) Or Organization(s): The City of Yakima, its agents, employees, authorized volunteers, elected and appointed officials are included as Primary/Non-Contributory additional insured. Information required to con A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or orgarszation(s) shown in the Scherkile, but only with respect to liability for "bodily Injury', "property damage- cr "personal and advertising injury caused, in whole or in part, by i. Your acts cr omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations to the additional insured(s) at the location(s) desig- nated above. CG 20 10 07 04 Location(s) Of Covered Operations above, will be shown in the Declarations. B. With respect to the Insurance afforded to these additional insureds, the following additional exclu- sions apply This insurance does not apply to "bodily injury" or "poperty damage- occurring after: 1. All work, including materials, paft or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repah-s) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "Igaz work" out of which the injury or damage arises has been put to in- tended use by any person 0 gaiIzaton other than another contract or or oubootractor en- gaged in performing operations tor a principal as a part of the same proiect. OD ISO Properties, Inc., 2004 Pape 1 of 1 GI 12203 Vehicle Maintenance and Lube & Oil Page 34 of 34 (Contractor's Payment Schedule) VII. BID FORM Valvoline Inc. DBA Valvoline Instant Oil Change Bidder Name: INVITATION TO BID NO. 12203 TO BIDDER: PLEASE QUOTE YOUR LOWEST PRICE, BEST DELIVERY DATE AND PAYMENT DISCOUNT TERMS FOR THE FOLLOWING. THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS AND TO ACCEPT ANY OR ALL ITEMS AT THE PRICE BID. THE CITY INTENDS TO AWARD THIS CONTRACT WITHIN NINETY (90) CALENDAR DAYS. Quote your lowest price for the following: Item No. 1. 2. SCHEDULE 1— Vehicle Maintenance N/A Description Qty. Make/Model or Trade Name of Parts/Equipment Bid: N/A Standard labor rate per hour: Unit Total Price (without tax) Percent discount on labor rate (or) 3. Flat rate per hour offered for this bid Trouble shooting & diagnostic work per hour labor rate: Method of calculating discount on parts costs (choose one): 5. Name of flat rate manual used for costing services: (Manual shall be provided by the successful contractor at time of award). (or) (or) $ Cost plus List price minus % Other: Sub Total Schedule A: 1 $ WA State Sales Tax @ 8.3%: Total Schedule A: 1 $ SCHEDULE 2 — Lube, Oil & Filter Services (LOF) Bidder offers to provide the following Lube, Oil & Filter Services. Manufacturer may recommend Synthetic Blend or Full Synthetic on certain vehicles included in Police fleet. Please indicate below when applicable. City of Yakima reserves the right to make a multiple award based on the best value and geographical location. Item No. 6. 6a. Description Conventional Oil: Flat Rate Price Per Lube, Oil & Filter Change: (Flat Rate Price to include a maximum of 5 quarts of oil. Any additional quarts IF NEEDED will be paid separately). Price for each additional quart of oil beyond 5 quarts. Qty. 1 1 Unit EA EA Total Price (without tax) 32.99 $ 3.95 12203 Vehicle Maintenance and Lube & Oil Page 16 of 34 List vehicles, year/make/model, that require conventional oil: Valvoline Motor Oil - meets the synthetic blend specifications for Ford vehicles including Pursuit vehicles as well as GM vehicles prior to 2011, 7a. Synthetic Blend: Flat Rate Price Per Lube, Oil & Filter Change: (Flat Rate Price to include a maximum of 5 quarts of oil. Any additional quarts IF NEEDED will be paid separately). Price for each additional quart of oil beyond 5 quarts. 1 1 EA $ 47.99 EA $ 5.93 List vehicles, year/make/model, that require synthetic blend oil: The vehicle list excluding (2011 and newer GM) would all be recieving an upgraded oil exceeding manufacturer specifications using Valvoline Synthetic Blend. 8. 8a. Full Synthetic: Flat Rate Price Per Lube, Oil & Filter Change: (Flat Rate Price to include a maximum of 5 quarts of oil. Any additional quarts IF NEEDED will be paid separately). Price for each additional quart of oil beyond 5 quarts. List vehicles, year/make/model, that require full synthetic oil: 1 1 EA EA $64.99 $ 7.25 The vehicle list would all be recieving an upgraded oil exceeding manufacturer specifications using Valvoline Full Synthetic oil and this is the only DEXOS approved oil for 2011 and newer GM products Sub Total Schedule B: WA State Sales Tax 8.3%: Total: $ 163.10 13.53 175.63 OIL/LUBRICANTS PROPOSED: State brands and weights of a premium quality oil and list lubricants that will be available, both with the highest AP rating available. (Add additional sheet if needed). Brands Weights Valvoline Motor Oil 5-20,5-30,10-30 'Valvoline Syn Blend 0-20, 5-20, 5-30 Valvoline Full Synthetic 0-16,0-20,5-20,5-30,10-30 Lubricants Conventional, Blend or Full Synthetic Mechanical Repairs Syn Blend Syn Blend Full Synthetic Contractor must identify if mechanical repairs are covered by manufacturer warranty prior to completing repairs. All major repairs exceeding standard lube, oil and filter services must be approved by Police Fleet Manager prior to repair. Acknowledged by: Trent Lynn, Fleet Sales Manager Az„ptt-Zrfrf,, Print Name, Title Signed Nam 12203 Vehicle Maintenance and Lube & Oil Page 17 of 34