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HomeMy WebLinkAbout11/21/2023 07.J. Resolution authorizing agreements with Day Management Corp, and Financial Consultants International Inc., to provide police vehicle upfitting services 1 a, BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 7.J. For Meeting of: November 21, 2023 ITEM TITLE: Resolution authorizing agreements with Day Management Corp, and Financial Consultants International Inc., to provide police vehicle upfitting services SUBMITTED BY: *Lt. Ira Cavin, Police Department Christina Payer, Buyer I I SUMMARY EXPLANATION: The City solicited Bid No. 12339 titled New Police Vehicle Upfits. Bids were solicited to provide new vehicle up-fitting for 32-34 vehicles for the Police Department. Day Management Corp, and Financial Consultants Intl, Inc., were the only responsive Bids received, by responsible bidders; the Yakima Police Department recommends Contract Award be issued to Day Management Corp, and Financial Consultants Intl, Inc., and that the City Manager execute Contracts. The estimated amount of the award is $145,500. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Public Safety APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Description Upload Date Type ❑ Resolution 12339 10/31/2023 Resolution ❑ Bid Tabulation 12339 10/31/2023 Backup Material ❑ Agreement_12339_DAY 11/16/2023 Contract ❑ Agreement_12339_FCI 11/16/2023 Contract 2 RESOLUTION NO. R-2023- A RESOLUTION authorizing agreements with Day Management Corp, and Financial Consultants Intl, Inc., to provide Police Vehicle Upfitting Services. WHEREAS, the City posted and published notice on August 23 and 25, 2023 in the Yakima Herald Republic and on the city's webpage that BID No. 12339 was available for competitive bid; and WHEREAS, the City solicited Bid No. 12339 titled New Police Vehicle Upfits. Bids were solicited to provide new vehicle up-fitting for 32-34 vehicles for the Police Department. WHEREAS, Bids were due September 7, 2023 at 2:00:00 PM PST; bids that were timely received were publicly opened in City Council Chambers in Yakima, Washington; and WHEREAS, the following Bids were received, as evidenced by the attached Bid Tabulation Form; and WHEREAS, all responsive Bids were sent to the Yakima Police Department for their concurrence of award, followed by approval from the city manager; and WHEREAS, Day Management Corp, and Financial Consultants Intl, Inc., were the only responsive Bids received, by responsible bidders; the Yakima Police Department recommends Contract Award be issued to Day Management Corp, and Financial Consultants Intl, Inc., and that the City Manager execute Contracts; and WHEREAS, the Scope of Work and available budget meet the needs and requirements of the City of Yakima for this procurement, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Bid is hereby awarded and the City Manager is hereby authorized to execute Contracts with Day Management Corp, and Financial Consultants Intl, Inc., attached hereto and incorporated herein by this reference, the estimated amount of the award is $145,500. ADOPTED BY THE CITY COUNCIL this 21st day of November, 2023. Janice Deccio, Mayor ATTEST: Rosalinda Ibarra, City Clerk Bid Tabulation &Comparison C�, Project: New Police Vehicle Upfits 3 Years 7. Bid Opening:September 7, 2023, 2:00:00 PM PST Contract Term J 'E.k• f.• Project No.: 12339 g6L,,/4____ rOt/6� 3 Department: Police Approved: Project Manager: Lt. Ira Cavin City Manager, Date AWARD AND REASON THEREFORE: Vendor Name Vendor Name Vendor Name Vendor Name I recommend multiple award to Day Management Corp Day Management DTM Fleet Service FCI dba Day Wireless Systems,as primary vendor and NON RESPONSIVE Financial Consultants Intl.,as secondary vendor, based on theirs being a responsive bids from responsible bidders. BUYER/DATE Schedule 1 - Standard Patrol Vehicles No. Description Qty. Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Labor to upfit Ford Police Interceptor Utility vehicles with 1 supplied parts. 15 EA 4,300.00 64,500.00 3,600.00 54,000.00 5,800.00 87,000.00 0.00 0.00 (Contractor to supply shop supplies). Cost of transportation—To and from 2 15 EA 0.00 0.00 1,500.00 22,500.00 200.00 3,000.00 0.00 upfitting location and city of Yakima. 3 List any charges not specified: 1 EA 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Schedule 2- Supervisor/Command/Special Enforcement Patrol Vehicles No. Description Qty. Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Labor to upfit Ford Police Interceptor Utility vehicle with 4 15 EA 3,500.00 52,500.00 3,600.00 54,000.00 5,400.00 81,000.00 0.00 0.00 supplied parts.(Contractor to supply shop supplies). AWARD AND REASON THEREFORE: Vendor Name Vendor Name Vendor Name Vendor Name I recommend multiple award to Day Management Corp Day Management DTM Fleet Service FCI dba Day Wireless Systems,as primary vendor and NON RESPONSIVE Financial Consultants Intl.,as secondary vendor, based on theirs being a responsive bids from responsible bidders. BUYER/DATE Cost of transportation—To and from 5 15 0.00 0.00 1,500.00 22,500.00 200.00 3,000.00 0.00 upfitting location and city of Yakima. 6 List any charges not specified: 1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Subtotal Schedules 1 & 2: 117,000.00 153,000.00 174,000.00 0.00 WSST- Destination Based 8.3%: 9,711.00 12,699.00 14,442.00 0.00 Total Schedules 1&2: 126,711.00 165,699.00 188,442.00 0.00 Comments: 5 AGREEMENT CITY OF YAKIMA BID 12339 New Police Vehicle Upfits THIS AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal corporation ("City"), and Day Management Corp dba Day Wireless Systems, ("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, materials, labor and equipment (collectively referred to as "Services") according to the procedure outlined in Bid 12339 New Police Vehicle Upfits. 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 shall perform any alterations in or additions to the work provided under this Contract and every part thereof. 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 as are mentioned in the specifications to be furnished by the City of Yakima. 2. Compensation The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed 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 of this Contract shall be for a period of one (1) year from its effective date. The City may, at its option, extend the Contract on a year to year basis for up to two (2) additional years, for a total of three (3)years. Contract extensions shall be automatic, and shall go 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. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent 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 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 of the other. b. The Contractor for itself, and for its heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 7. Inspection, Production and Retention of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for 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 12339 Agreement Page 1 of 45 6 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 records relating 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. 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. 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. f. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to 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 is made, prior to conducting any business in the City. 10. Nondiscrimination Provision During the performance of this Contract, the Contractor agrees as follows: 12339 Agreement Page 2 of 45 7 The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual 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 (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with 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. 11. 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 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 access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c)consistent with the contractor's legal duty to furnish information. 12. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, 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 or subcontractor, in performance of this Agreement, except for claims caused by the City's sole negligence. b. 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 insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the 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 cost to defend, shall be only to the extent of the Contractor's negligence. d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Contract. 13. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. 12339 Agreement Page 3 of 45 8 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 of the public. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. 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 provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, 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 certificate of insurance and additional insured endorsements 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-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City 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 assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully 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 City, its elected and appointed officials, employees, agents, 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 certificate of insurance and additional insured endorsements 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-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City 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 assumed by Contractor under this contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. c. Employer's Liability(Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, 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 way for claims filed by Contractor or its employees for services performed 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 subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s)to comply with insurance requirements does not limit Contractor's liability or responsibility. Commercial General Liability: Combined Single Limit: $2,000,000 Per Occurrence $2,000,000 Annual Aggregate 12339 Agreement Page 4 of 45 9 Automobile Liability: $2,000,000 Per Occurrence Garage Liability: $1,000,000 Minimum Limit Garage Keepers Liability: $200,000 Minimum Limit Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. 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 shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. 14. 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 or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 15. Contract Documents This Contract, the Invitation to Bid 12339 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 are complementary. Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 16. Termination Termination for Cause In the 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 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's breach and the City fails 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: a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. 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 an assignment for the benefit of creditors; 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; 12339 Agreement Page 5 of 45 10 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. 17. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 18. Re-Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinance, may re-award the contract to the next most responsible Proposer within 120 days from original award. When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract, or when the contract is terminated by the City for cause as herein provided, the City reserves the right to re-award the contract to the next most responsible Proposer within 120 days from original award. 19. 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. 20. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 21. 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. 22. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have 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. 23. Notice of Change in Financial Condition If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 12339 Agreement Page 6 of 45 11 24. 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, 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: COPY TO: TO CONTRACTOR: Lt. Ira Cavin Christina Payer, CPPB Day Management Corp Police Department Buyer II dba Day Wireless Systems City of Yakima City of Yakima 730 N 16th Ave 200 S 3rd Street 129 North 2°d Street Yakima,WA 98902 Yakima WA, 98901 Yakima, WA 98901 25. Survival The foregoing sections of this Contract, 1-25 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 day and year first above written. CITY OF YAKIMA DAY MANAGEMENT dba DAY WIRELESS SYSTEMS By:— - City Manager Date: Date: — Attest: (Print name) City Clerk List of Exhibits attached to this contract Exhibit A -Specifications Exhibit B-Contractors Bid Form 12339 Agreement Page 7 of 45 12 EXHIBIT A - SPECIFICATIONS 12339 Agreement Page 8 of 45 13 City of Yakima NOTICE TO BIDDERS BID 12339 Notice is hereby given by the undersigned that electronic sealed Bids will be accepted via PublicPurchase.com until the hour of 2:00:00 PM PST on September 7, 2023. Bids will be publicly opened in Yakima City Hall, Council Chambers, 129 N. 2nd Street, Yakima, Washington 98901. At such time, Bids will be publicly read for: New Police Vehicle Upfits Instructions to register with PublicPurchase.com are available at www.yakimawa.gov/services/purchasing. The City of Yakima reserves the right to reject any & all BIDs. The City hereby notifies all Bidders that it will affirmatively ensure compliance with WA State Law Against Discrimination (RCW chapter 49.60) & the Americans with Disabilities Act (42 USC 12101 et set.) Dated August 21, 2023. Publish on August 23 & 25, 2023 Christina Payer, Buyer II 12339 Agreement Page 9 of 45 14 CITY OF YAKIMA INVITATION TO BID 12339 COVER SHEET THIS IS NOT AN ORDER BID Release Date:August 23, 2023 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: Buyer in charge of this procurement(Contact for further information): City of Yakima Police Department Christina Payer, CPPB 200 S 3rd Street Buyer II Yakima, WA 98901 Bids Must be completely uploaded by: Phone E-Mail Address September 7, 2023 at 2:00:0o PM PST (509) 576-6696 christina.payer©yakimawa.goy Public Opening PROJECT DESCRIPTION SUMMARY New Police Vehicle Upfits with Supplied Parts Contractor to Supply Shop Supplies for (30) 2022 Ford Police Interceptor Utility Vehicles Enter Prompt Payment Discount: % net days We/I will complete delivery within days after receipt of order. Delivery Details: FOB Destination, Freight Prepaid, Inside Delivery required ❑ 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 required by the City of Yakima in this Invitation to Bid and all terms of our Bid. Company Name Company Address Name of Authorized Company Representative(Type or Print) Title Phone ( Fax ( ) Signature of Above Date Email Address 12339 Agreement Page 10 of 45 15 Invitation to Bid#12339 I. Contents I. Contents 3 II. GENERAL INFORMATION 5 1. Purpose 5 2. Contracting Agency and Point of Contact 5 3. New and Unused 5 4. Best Modern Practices 5 5. Equal/Approved Equal 5 6. Exceptions 5 7. More or Less 6 8. Published List Prices 6 9. Delivery/Completion 6 10. Delivery Acceptance 6 11. Use of Unapproved Substitutions 6 12. Contract Term 6 13. Pricing and Discount 6 14. Price Clarifications 7 15. Price Increases 7 16. Price Decreases 8 17. Expansion Clause 8 18. Warranty 8 19. Warranty Coverage 8 20. Permits 8 21. Regulations and Codes 9 22. Prompt Payment 9 23. Payments 9 24. Payment Method -Credit Card Acceptance 9 25. Acceptance of Terms 9 26. Sales Tax 9 27. Tax Revenues 9 28. Clarifications and/or Revisions to Specification and Requirements 9 29. Incurring Costs 10 30. No Obligation to Contract 10 31. Retention of Rights 10 32. Points Not Addressed 10 33. Other City Departments/Like Items Added 10 34. Services Bought from Different Supplier 10 12339 Agreement Page 11 of 45 16 35. Re-Award 11 36. Errors and Omissions 11 37. Changes 11 38. Deviations 11 39. Inspection of Bidder's Facility 11 III. PREPARING AND SUBMITTING A BID 11 1. General Instructions 11 2. Submitting a Bid 11 3. Prohibition of Bidder Terms &Conditions 12 4. Multiple Bids 12 5. Withdrawal of Bids 12 IV. BIDDERS CHECKLIST 12 V. EVALUATION AND CONTRACT AWARD 12 1. Bid Evaluation 12 2. Offer in Effect for Ninety (90) Days 13 3. Protest Procedure 13 VI. SCOPE OF WORK 14 1. STANDARD PATROL VEHICLES 14 2. SUPERVISOR/COMMAND/SPECIAL ENFORCEMENT PATROL VEHICLES 15 VII. BID FORM 16 VIII. CONTRACTOR QUESTIONNAIRE 18 IX. CONTRACTOR REFERENCES 19 X. SAMPLE CONTRACT 20 Xl. SAMPLE CERTIFICATE OF INSURANCE 29 12339 Agreement Page 12 of 45 17 INVITATION TO BID #12339 New Police Vehicle Upfits II. GENERAL INFORMATION 1. Purpose It is the intent and purpose of these specifications to describe New Police Vehicle Upfits in sufficient detail to secure bids on comparable units, equipment parts and material. All parts, which are necessary in order to provide a complete unit, ready for operation, 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. 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. 3. 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. 4. 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. 5. 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 equal to that herein specified must be substantiated with supporting data to justify such request for substitution. 6. Exceptions Specifications of the equipment bid shall be equal to or better than the specifications stated herein and all exceptions to these specifications shall be so listed on a separate sheet headed "EXCEPTIONS TO THE SPECIFICATIONS". Any Bid submitted without exceptions will be required to meet every detail of these specifications regardless of cost to the successful bidder, including the cost to meet the insurance requirements. Where "NO EXCEPTIONS" are shown, none will be allowed. No exceptions will be considered that may tend to 12339 Agreement Page 13 of 45 18 devalue the equipment or give an individual bidder who is offering a lesser item a distinct advantage. 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 of requirements for the year, nor shall the City be bound or limited to quantities listed. Payment will be made 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. Delivery/Completion Each bidder is required to list on the Bid form the number of calendar days they expect delivery to be made at the destination, in terms of time interval, following placement of order. Time of delivery/completion is important and will be considered in the evaluation of the Bids. Failure to include a specific number of calendar days may be sufficient grounds for rejection of Bid. 10. Delivery Acceptance Delivery will be accepted by the City of Yakima FOB Police Department, 200 S 3rd Street, Yakima WA, between the hours of 8:00 a.m. and 5:00 p.m Monday through Friday, ready for regular and safe operation. 11. Use of Unapproved Substitutions Contractors are authorized to only use those items covered by the contract. If a review by the City reveals that an item other than those covered by and specified in the contract have been used, the Purchasing Manager will take such steps as are necessary to have the item(s) returned to the Contractor at no cost to the City regardless of the time elapsed from the date of discovery of the violation. Violation of this clause may result in the removal of the offending Contractor's name from the City bid list for a period of up to three (3)years. 12. Contract Term See Section 3 of Contract 13. Pricing and Discount Pricing: Pricing shall be prepared with the following terms. The successful Bidder 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/product and completing the work provided for in this Bid and every part thereof, except such as are mentioned in the specifications to be furnished by the City of Yakima. Surcharges for fuel, delivery/hauling, hazardous material disposal, environmental fees or similar will not be allowed. Relevant charges for these items shall be included in the base bid price. All successful Bidders are subject to the minimum insurance requirements as outlined in the sample contract. BIDDERS MUST INCORPORATE THE COST TO COMPLY WITH THE INSURANCE REQUIREMENTS IN THE BID PRICE. Requests for lower insurance limits will be denied. 12339 Agreement Page 14 of 45 19 Prices established in continuing agreements and term agreements may be lowered due to general market conditions, but prices shall not be subject to increase for twelve (12) months from the date of award. Discounts: The City qualifies for governmental discounts. Unit prices shall reflect these discounts. 14. Price Clarifications The City reserves the right to clarify 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 in the Bid evaluation and contract administration. 15. Price Increases Requests for Rate Increases must be delivered to the Buyer listed on Page 2, in accordance with the rules below. 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. 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 be expressed in Bid documents and contracts or agreements. 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: a. 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). b. Incurred after contract commencement date. c. Not produce a higher profit margin than that on the original contract. d. Clearly identify the items impacted by the increase. e. Be filed with Purchasing Manager a minimum of thirty (30) calendar days before the effective date of proposed increase. f. Be accompanied by detailed documentation acceptable to the Purchasing Manager 12339 Agreement Page 15 of 45 20 sufficient to warrant the increase. g. 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. The PPI Commodity Data is available at https://www.bls.gov/ppi/detailed-report/home.htm#2021 . The adjustment (if any) shall remain firm and fixed for at least 365 days after the effective date of the adjustment. If no adjustment is mutually agreed upon;the contractor may provide a notice to cancel as outlined in the contract under Section 16,Termination for Convenience. 16. 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. 17. 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. 18. 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 three (3) years or 36,000 miles 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 is damaged by misuse or abuse. This three (3) year or 36,000 miles warranty shall in no way affect normal extended or manufacturer's warranty exceeding this three (3) year or 36,000 miles period. Contractor warrants that all goods and services furnished under this Agreement are new, conform strictly to the 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 Vendor shall replace the product at their own expense, including shipping charges. Any replacement product will be warrantied for three (3) years or 36,000 miles 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, state 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 of the goods or services. 19. 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. 20. Permits All necessary permits required to perform work are to be supplied by the Contractor at no addition cost to the City. 12339 Agreement Page 16 of 45 21 21. Regulations and Codes To the extent applicable, all equipment or materials shall comply with Washington State vehicle regulations, Federal regulations, OSHA and WISHA requirements,to include EPA standards and City safety codes. 22. Prompt Payment Bidders are encouraged to offer a 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 of a properly completed invoice • Receipt of all supplies, equipment or services ordered • Satisfactory completion of all contractual requirements 23. 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 be delivered with equipment. 24. Payment Method—Credit Card Acceptance The City, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. The City's preferred method of payment is by procurement (credit) card. Respondents may be required to have the capability of accepting the City's authorized procurement card as a method of payment. No price changes or additional fee(s) may be assessed when accepting the procurement card as a form of payment. 25. 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. 26. 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. 27. 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. 28. 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 12339 Agreement Page 17 of 45 22 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. 29. 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. 30. 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".) 31. 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. 32. Points Not Addressed Bidders are encouraged to list any points not addressed in these specifications that they feel improve or enhance the operation of their units. 33. Other City Departments/Like Items Added At any time during the term of this contract, or any extension thereof, other City departments may be served under these same terms and conditions. Additional like items may be added at the request of the Purchasing Manager. 34. Services Bought from Different Supplier Should the Contractor be unable to or refuse to supply materials, on any given day, against this predetermined delivery schedule to which 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 to do the work, shall be charged to and paid for by the Contractor holding the Bid award for these products. Contractor shall not, however, be responsible for delays in delivery due to: • Unavoidable mechanical breakdowns • Strikes 12339 Agreement Page 18 of 45 23 • Inability to secure component materials • Acts of God • Fire Provided the Buyer listed on Page 2 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 for a period equal to the time lost due to the reason for the delay. 35. 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 120 days from original award. 36. Errors and Omissions The City reserves the right to correct obvious ambiguities and errors in the Bidder's proposal and to waive non- material irregularities and/or omissions. In this regard, if the unit price does not compute to the extended total price,the unit price shall govern. 37. 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 effective upon execution by the parties hereto. Any oral statement or representation changing any of these terms or conditions is specifically unauthorized and is not valid. 38. 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. 39. Inspection of Bidder's Facility Prior to awarding the contract, the City and/or its representative(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 to repair, service and support the equipment offered. III. PREPARING AND SUBMITTING A BID 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. 2. 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. 12339 Agreement Page 19 of 45 24 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 Vendor/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 Page 2 • Bid Form Page 16 • Contractor Questionnaire Page 17 • Contractor References Page 18 V. EVALUATION AND CONTRACT AWARD 1. Bid Evaluation The evaluation and selection of a 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, parts 12339 Agreement Page 20 of 45 25 availability, equipment design and functionalism, effect on productivity, and Bidder's supporting documentation. 2. Offer in Effect for Ninety(90) Days 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 of best and final offer, if required, and Bidder so agrees by submittal of a bid. 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: 509-576-6394 or email to: kristine.white@yakimawa.gov. The protest shall clearly state the specific factual and legal ground(s) for the protest, and a 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 (5) calendar days before the solicitations due date, and protests based on award or after the award shall be filed no more than five calendar (5) days after Award Announcement (see below for details).The following steps shall be taken in an attempt to resolve 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. Step II. If unresolved, within three (3) business days after receipt of written decision, the protest may be appealed to the Department Head by the Purchasing Manager. Step III. 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 Protester. Award Announcement Purchasing shall announce the successful Bidder via Website, 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 an award 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 or services to be contracted for are urgently required; • Delivery or performance will be unduly delayed by failure to make award promptly; • A prompt award will otherwise be advantageous to the 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. 12339 Agreement Page 21 of 45 26 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. SCOPE OF WORK The City of Yakima Police Department, through the Purchasing Division, is soliciting bids for police vehicle upfitting. The Department annually purchases 10-15 vehicles for a variety of patrol and administrative duties. Generally, vehicles are grouped into several categories; Standard Patrol, Supervisor, Command and Special Enforcement. Eligible bidders must be appropriately licensed, and must have been doing business as a police vehicle upfitter for at least 5 years. Bidders shall offer a warranty on shop supplied materials and workmanship for at least 3 years or 36,000 miles or greater. Currently the City has 20 vehicles ready for upfitting, with an additional 12-14 anticipated to be ordered in 2024. The vehicles described in this bid are 2022 and newer Ford Police Interceptor Utility vehicles. Due to the size of the project and to expedite the process of placing vehicles into service, multiple awards will be considered for this project. Bidders who are more than 150 miles from the city of Yakima must include and specify the cost of any transportation to/from their upfitting location in their bid. The city of Yakima may choose to transport the vehicles to the shop location at its own cost. The transportation cost for any vehicle the city transports will not be paid to the bidder. Bidders assume responsibility for all vehicles once they have been released to a transport hauler, until the vehicles are returned to city. Bidders are responsible for any damages or loss that occurs during transport or while the vehicles are in their custody. Submitted bids shall include all necessary shop supplies and labor necessary to install and connect wiring to the following equipment, which will be supplied by the Yakima Police Department or pre-installed by the vehicle dealer where indicated: 1. STANDARD PATROL VEHICLES • SETINA 10XL-C front prisoner partition, dealer installed • SETINA 12VS rear prisoner partition, dealer installed • Dual Weapon lock (BLAC-RAC 1082e and Universal XL Mounts) • Whelen Liberty 2 WCX DUO LED 48" Lightbar • Whelen PE-215 Pre-emption power supply(Module installed in lightbar) • Whelen CENCOM CORE controller w/standard 123db siren speaker, 21 button slide bar control head • Whelen Vehicle to Vehicle module • Whelen Tracer Running Board 6 Lamp LED (Driver and Passenger) • Whelen HOWLER siren amplifier and speaker • Whelen Standard 100 watt siren speaker (Will require removal and re-install of front bumper cover, SETINA PB450L4 and SETINA PB9 Wraps) • Whelen Vehicle Safety Gateway • HAVIS C-TTP-INUT-1201 Rear Trunk Mount w/bottom tray and extender filler plate • HAVIS C-VS-INUT-0618 Flat Center Console, with appropriate filler plates for emergency equipment controllers • HAVIS MDC mount 8.5"telescoping pole • Gamber-Johnson MDC mount for Panasonic FZ-55 Toughbook 12339 Agreement Page 22 of 45 27 • Motorola APX8500 All-Band police radio with E5 control head, Panorama single "Sharkfin" antenna • Cradlepoint modem and antenna • Stalker DSR single antenna moving RADAR(front antenna only, suction cup window mount) • TREMCO Fleet Safety Anti-Theft Device • Timer block(HAVIS Chargeguard or equivalent) • Blue Sea 5032 and 5025 fuse blocks (city provided) All Vehicles were ordered with the following factory options, which will also need to be wired to appropriate controllers: • Ultimate Wiring Package [Includes Rear Console Mounting Plate#85R, Pre-wiring for Grille LED Lights, Siren and Speaker #60A, Plus: Wiring harness I/P to Rear Cargo Area (overlay): two (2) light cables -supports up to six (6) LED lights (engine compartment/grille) and one (1) 10-amp siren/speaker circuit engine cargo area; rear hatch/cargo area wiring-supports up to six(6) rear LED lights] • Front Headlamp Lighting Solution [Includes Pre-wire for Grille LED Lights, Siren and Speaker #60A; LED Low Beam/High Beam Headlamp, Wig-Wag function and Red/Blue/White LED side warning lights (driver side White/Red, passenger side White/Blue); Wiring, LED lights are included; Controller not included] • Rear Lighting Solution [Includes two (2) backlit flashing linear high-intensity LED lights (driver side red/passenger side blue) mounted to inside liftgate glass; two (2) backlit flashing linear high-intensity LED lights (driver side red/passenger side blue) installed on inside lip of liftgate (lights activate when liftgate is open); LED lights only; Wiring and controller not included] • Tail Lamp Lighting Solution [Includes LED lights plus two (2) rear integrated hemispheric lighthead white LED side warning lights in tail lamps; LED lights only; Wiring and controller are not included.] • Police Wire Harness Connector Kit - Front/Rear (For connectivity to Ford PI Package Solutions) [FRONT includes two (2) male 4-pin connectors for siren,five (5)female 4-pin connectors for lighting/siren/speaker, one (1) 4-pin IP connector for speakers, one (1) 4-pin IP connector for siren controller connectivity, one (1) 8-pin sealed connector, one (1) 14-pin IP connector] [REAR includes one (1) 2-pin connector for rear lighting, one (1) 2-pin connector, six(6)female 4-pin connectors, six(6) male 4-pin connectors, one (1) 10-pin connector] (67V) • Side Marker LED, Sideview Mirrors (Driver side - Red / Passenger side - Blue) (Located on backside of exterior mirror housing) • Rear Quarter Glass Side Marker LED Lights (Driver side- Red/ Passenger side- Blue) • Pre-Wiring for Grille LED Lights, Siren and Speaker • SETINA—PB9 HD Fender Wraps (PIT Bars)—Dealer installed • SETINA - PB450L4 Lighted Push Bumper, Aluminum, includes Mar Pad (Red/Blue/White trio lights) — Dealer installed 2. SUPERVISOR/COMMAND/SPECIAL ENFORCEMENT PATROL VEHICLES To include the following adjustments to the above listed equipment: • NO Whelen Liberty 2 lightbar, vehicles ordered with Ford Factory installed inner edge lightbar and rear spoiler light bar • Factory installed Front Warning Auxiliary LED Light (Driver side - Red / Passenger side - Blue) (Located below head lamps, above bumper fascia) • Dash mounted "SHOW ME" IR strobe for OPTICOM • Some command vehicles do not have the SETINA 10XL-C or 12VS partitions, or SETINA Push Bar/PIT bar systems Work DOES NOT include the installation of AXON Fleet 3 in car video system. 12339 Agreement Page 23 of 45 28 VII. BID FORM INVITATION TO BID NO. 12339 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: SCHEDULE 1—STANDARD PATROL VEHICLES Item Description Qty. Price Total Price No. Per Unit 1. Labor to upfit Ford Police Interceptor 15 $ $ Utility vehicles with supplied parts. Contractor to supply shop supplies. 2. Cost of transportation—To and from 15 $ $ upfitting location and city of Yakima. 3 List any charges not specified: 1 $ $ (Provide additional sheet if necessary) Total Schedule 1: $ SCHEDULE 2—SUPERVISOR/COMMAND/SPECIAL ENFORCEMENT PATROL VEHICLES 4. Labor to upfit Ford Police Interceptor 15 $ $ Utility vehicle with supplied parts. Contractor to supply shop supplies. 5. Cost of transportation—To and from 15 $ $ upfitting location and city of Yakima. 6. List any charges not specified: 1 $ $ (Provide additional sheet if necessary) Total Schedule 2: $ Subtotal Schedules 1&2: $ WA State Sales Tax—Destination Based @ 8.3%: $ Total Schedules 1&2: $ 12339 Agreement Page 24 of 45 29 Build Time: We/I will complete each vehicle upfit within days from receipt of order. Completion: How many vehicles can be completed within a 90 day period? List discount offered off of any other items or services not specifically listed: % Check one: Discount❑ or Markup ❑ Work will be guaranteed for years or miles from defects in materials or workmanship. (3 years or 36,000 miles, or greater, is required). 1. Out of state bidders are required to cover the cost of repairs at a local qualified repair shop, or cover the cost of transport back to their shop at the bidder's expense. 2. Bidders assume responsibility for all vehicles once they have been released to a transport hauler, until the vehicles are returned to city. Bidders are responsible for any damages or loss that occurs during transport or while the vehicles are in their custody. 1 & 2 Acknowledged by: (Required). 12339 Agreement Page 25 of 45 30 VI II. CONTRACTOR QUESTIONNAIRE INSTRUCTIONS: Provide the requested information, sign and date. If the Owner requires further description,the Owner may request Vendor to provide such information within a mandatory due date. You must submit this completed form to the Owner with your Quote. Failure to submit this form fully complete, may result in disqualification of Submittal. CONTRACTOR INFORMATION Contractor's Legal Name: Company's dba: (if applicable) CEO/President Name: Business Federal License No. UBI No. EIN No. Number of Years Experience (Minimum of 5 Years Required) Phone ( ) 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 proposal. Name Title Phone ( ) Toll Free Phone ( ) FAX ( ) E-Mail Address Mailing Address City State Zip +4 Physical Address Ci State Zip +4 12339 Agreement Page 26 of 45 31 IX. CONTRACTOR REFERENCES 1) Company Name Address (include Zip + 4) Contact Person Phone No. Briefly describe experience/dates: 2) Company Name Address (include Zip + 4) Contact Person Phone No. Briefly describe experience/dates: 3) Company Name Address (include Zip + 4) Contact Person Phone No. Briefly describe experience/dates: 12339 Agreement Page 27 of 45 32 X. SAMPLE CONTRACT AGREEMENT CITY OF YAKIMA BID 12339 New Police Vehicle Upfits THIS AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal corporation ("City"), and , ("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, materials, labor and equipment (collectively referred to as "Services") according to the procedure outlined in Bid 12339 New Police Vehicle Upfits. 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 shall perform any alterations in or additions to the work provided under this Contract and every part thereof. Work shall begin within business days after Notice to Proceed and be complete within 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 as are mentioned in the specifications to be furnished by the City of Yakima. 2. Compensation The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed 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 of this Contract shall be for a period of one (1) year from its effective date. The City may, at its option, extend the Contract on a year to year basis for up to two (2) additional years, for a total of three (3)years. Contract extensions shall be automatic, and shall go 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. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent 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 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 of the other. b. The Contractor for itself, and for its heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 12339 Agreement Page 28 of 45 33 7. Inspection, Production and Retention of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for 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 records relating 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. 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. 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. 12339 Agreement Page 29 of 45 34 f. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to 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 is made, prior to conducting any business in the City. 10. Nondiscrimination Provision During the performance of this Contract, the Contractor agrees as follows: The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual 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 (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with 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. 11. 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 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 access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c)consistent with the contractor's legal duty to furnish information. 12. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, 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 or subcontractor, in performance of this Agreement, except for claims caused by the City's sole negligence. b. 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 insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the 12339 Agreement Page 30 of 45 35 concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, shall be only to the extent of the Contractor's negligence. d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Contract. 13. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this 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 limits should it deem it necessary in the best interest of the public. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. 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 provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, 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 certificate of insurance and additional insured endorsements 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-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City 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 assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully 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 City, its elected and appointed officials, employees, agents, 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 certificate of insurance and additional insured endorsements 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-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance 12339 Agreement Page 31 of 45 36 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 shall include Hired and Non-Owned coverage if necessary. c. Employer's Liability(Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, 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 way for claims filed by Contractor or its employees for services performed 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 subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s)to comply with insurance requirements does not limit Contractor's liability or responsibility. Commercial General Liability: Combined Single Limit: $2,000,000 Per Occurrence $2,000,000 Annual Aggregate Automobile Liability: $2,000,000 Per Occurrence Garage Liability: $1,000,000 Minimum Limit Garage Keepers Liability: $200,000 Minimum Limit Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. 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 shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. 14. 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 or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 15. Contract Documents This Contract, the Invitation to Bid 12339 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 are complementary. Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 16. Termination Termination for Cause In the 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 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's breach and the City fails to cure its breach of the Contract within 60 days of this notice. 12339 Agreement Page 32 of 45 37 The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. 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 an assignment for the benefit of creditors; 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. 17. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 18. Re-Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinance, may re-award the contract to the next most responsible Proposer within 120 days from original award. When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract, or when the contract is terminated by the City for cause as herein provided, the City reserves the right to re-award the contract to the next most responsible Proposer within 120 days from original award. 12339 Agreement Page 33 of 45 38 19. 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. 20. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 21. 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. 22. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have 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. 23. Notice of Change in Financial Condition If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 24. 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, 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: COPY TO: TO CONTRACTOR: Lt. Ira Cavin Christina Payer, CPPB Police Department Buyer II City of Yakima City of Yakima 200 S 3rd Street 129 North 2nd Street Yakima,WA 98901 Yakima, WA 98901 12339 Agreement Page 34 of 45 39 25. Survival The foregoing sections of this Contract, 1-25 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 day and year first above written. CITY OF YAKIMA [ENTER CONTRACTOR NAME] By: City Manager Date: Date: Attest: (Print name) City Clerk List of Exhibits attached to this contract Exhibit A—Specifications Exhibit B—Contractor's Bid Form 12339 Agreement Page 35 of 45 40 EXHIBIT A - SPECIFICATIONS EXHIBIT B - CONTRACTOR'S BID FORM 12339 Agreement Page 36 of 45 41 Xl. SAMPLE CERTIFICATE OF INSURANCE ACC)RL CERTIFICATE OF LIABILITY INSURANCE CATEa..DDnYtrn CURREN-''ATE THIS CERTIFICATE IS ISSUED AS 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 INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policyties)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT INSURANCE AGENT INFORMATION NAME: INSURANCE AGENT ISSUING CERTIFICATE PHONE PAX is c No I Se.Ic,Nol: E-MAIL ADDRESS: NSURERtai AFFORDING COVERAGE NAIL S Rama;A: A-V I II OR BETTER,ADMITTED CARRIER INSURED — _ INSURER Entity Insured Address INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE_ISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER. POLICY EFF POLICY lw LTi TYPE OF INSURANCE HID WVD POLICY NUMBER MISMOOYYYY1 ISMIIDOITYYTI LNfIS X COMIMERRCIALOENE.ALLLABILrrr EACH OCCURRENCE ; 2.000.000 DAMAGE TO REY=ClAIMGfMCE X OCCUR PRHASES(Es occumn:o;• i 100,000 MED E%P;rTi me Percan:i ; 5.000 — A POLICY NUMBER -ART PERSONAL aACV INJURY ; 1.000.000 GEHL AGGREGATE LW-APPLIES PER: DATE DATE GENERAL AGGREGATE ; 2AI04.040 POLICY n slc7 n LOC PROCUCTTi-IXMIR'P AGG ; 2.000.000 AUTO O.ELIA�rTY CCeeecldenINEDSINGLELIMIT a 2.000.000 IEa a x ANY AUTO BDCILY rLURY&Per person:. ; A OWNED —SOLED AUTOS ONLY AUTOS POLICY NUMBER &SC+LY INJURY"Per a[7tl[RI ; _ HIRED NON-0VHE? DATE DATE PR Urrr<I Y DAMAGE AUTOG DOILY _,WTOS ONLY IPer;amend UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LIAR OL IMErWIDE AGGREGATE I DES l RETENTIONS _ s WDR!<:ERd COMPENSATION I!STATUTE I X I BY TH- AND EMPLOYERS'LIABILITY Ativ.RCPRETOWPARTTNERE]ECUTi4E Y f N EL EACH ACCIDENT ; 1.000.000 A OFFICER.VEi1BEREXf IIx„7 n NlA POLICY NUMBER START STOP 1Y 1.000.000 SnaltOry YI NM DATE EL DISEASE-EA EMPLOYEE i rDEESSCRIF lON OF OPERATIONSbelox STOP GAP.EL ONLY EL.Dz5EASE-POUCYLear ; 1.000.000 $1.000,000 GARAGE LIABILITY 8200.000 GARAGE KEEPERS LIABILITY DESCRIPTION OF OPERATORS f LOCATIONS I VEHICLES IACORD 101,AddItlrx.y Remaloc Sono-Jule,ney be attached If rune cpaar Is regaIrecl The City of Yakima,its agents,employees,authceaed voluntee's electec and appointee ofcals are induced as Pr;nary/Non-Contributory additional inured_ Seeattached Additional Insured Endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Yakima ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department 129 N.2nd St AUTHORIZED REPRESENTATIVE Yakima,WA 98901 SIGNATURE EL 1988-2015 ACORD CORPORATION.All rights reserved. ACORD25(2016103) The ACORD name and logo are registered marks of ACORD 12339 Agreement Page 37 of 45 42 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement mcd;fies insurance provided under the fol:ruing COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s)Of Covered Operations The City of Yakima,Its agents,employees,authorized volunteers,elected and appointed officials are Included as Primarymon-Contributory additional insured. Information required to complete this Schedule,if riot shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for "badly injury", "property This insurance does not apply to "bodily injury' or damage or 'personal end advertising Injury' "property damage"occurring after: caused,in whole or in part,by: 1. All work, including materials, parts or equip- 1. Your acts or omissions;or merit furnished in connection with such work, 2. The acts or omissions of those acting on your on the project(other than service, maintenance behalf; or repairs) to be performed by or on behalf of in the performance of your ongoing operations for the additional insured() at the location of the the additional insureds) at the location(s) desig- covered operations has been completed;or noted above. 2. That portion of "your work" out of which The injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or suherantrar_tnr en- gaged in performing operations for a principal as a part of the same project. CG 2010 07 04 0 ISO Properties,Inc.,2004 Page 1 of 1 C 12339 Agreement Page 38 of 45 43 POLICY NI,MBER:CGD300484907 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s)Or Organization(s): Where required by written contract or agreement executed prior to loss(except where not permitted by law). Informaion required to complete this Schedule,if not shown above.will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Sgctlon IV—Canditlons: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part_Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s)shown in the Schedule above. CG 24 04 12 19 @ Insurance Services Office, Inc., 2019 Page 1 of 1 12339 Agreement Page 39 of 45 44 EXHIBIT B - CONTRACTOR'S BID FORM 12339 Agreement Page 40 of 45 45 CITY OF YAKIMA INVITATION TO BID 12339 COVER SHEET THIS IS NOT AN ORDER BID Release Date:August 23, 2023 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: Buyer in charge of this procurement(Contact for further information): City of Yakima Police Department Christina Payer, CPPB 200 S 3rd Street Buyer II Yakima, WA 98901 Bids Must be completely uploaded by: Phone E-Mail Address September 7, 2023 at 2:00:0o PM PST (509) 576-6696 christina.payer@yakimawa.gov Public Opening Q PROJECT DESCRIPTION SUMMARY New Police Vehicle Upfits with Supplied Parts Contractor to Supply Shop Supplies for (30) 2022 Ford Police Interceptor Utility Vehicles Enter Prompt Payment Discount: 0 % net 30 days Well will complete delivery within 120 days after receipt of order. Delivery Details: FOB Destination, Freight Prepaid, Inside Delivery required ❑ 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 required by the City of Yakima in this Invitation to Bid and all terms of our Bid. Company Name Company Address Day Wireless Systems 730 N 16th Ave Yakima, WA 98902 Name of Authorized Company Representative(Type or Print) Title Phone (509 )298-0740 Sarah Schoenwald Service Manager Fax ( 509 ) 766-2983 Signature of Above Date Email Address c5Ce-4-a al-61'¢./-(4)—'d 9/6/23 sschoenwald@daywireless.com 12339 New Police Vehicle Upfits Page 2 of 31 12339 Agreement Page 41 of 45 46 VII. BID FORM INVITATION TO BID NO. 12339 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: SCHEDULE 1—STANDARD PATROL VEHICLES Item Description Qty. Price Total Price No. Per Unit 1. Labor to upfit Ford Police Interceptor 15 $4,300.00 $64,500.00 Utility vehicles with supplied parts. Contractor to supply shop supplies. 2. Cost of transportation—To and from 15 $0 $0 upfitting location and city of Yakima. 3 List any charges not specified: 1 $0 $0 (Provide additional sheet if necessary) Total Schedule 1: $ 64,500.00 SCHEDULE 2—SUPERVISOR/COMMAND/SPECIAL ENFORCEMENT PATROL VEHICLES 4. Labor to upfit Ford Police Interceptor 15 $3,500.00 $52,500.00 Utility vehicle with supplied parts. Contractor to supply shop supplies. 5. Cost of transportation—To and from 15 $0 $0 upfitting location and city of Yakima. 6. List any charges not specified: 1 $0 $0 (Provide additional sheet if necessary) Total Schedule 2: $ 52,500.00 Subtotal Schedules 1&2: $ 117,000.00 WA State Sales Tax—Destination Based @ 8.3%: $ 9,711.00 Total Schedules 1&2: $ 126,711.00 12339 New Police Vehicle Upfits Page 16 of 31 12339 Agreement Page 42 of 45 47 Build Time: We/I will complete each vehicle upfit within 5 days from receipt oforder. ' � Completion: How many vehicles can be completed within a90 day period? JU V List discount offered off of any other items or services not specifically listed: %10m / Check one: Discount xor Markup n Work will be guaranteed forx years or36,000 miles from defects in materials or workmanship. (3 years o/36,OOU miles, or greater, isne4uined). l. Out of state bidders are required to cover the cost of repairs at a local qualified repair shop, or cover the cost of transport back to their shop at the bidder's expense. | 2. Bidders assume responsibility for all vehicles once they have been released to a transport hauler, until the vehicles one returned to city. Bidders are responsible for any damages or loss that occurs during transport or while the vehicles are in their custody. 1 & 2 Acknowledged by: (Required). zz33e New Police vehicle upfit, Page z7of3z 12339Agmement Page 400,4n 48 VIII. CONTRACTOR QUESTIONNAIRE INSTRUCTIONS: Provide the requested information, sign and date. If the Owner requires further description,the Owner may request Vendor to provide such information within a mandatory due date. You must submit this completed form to the Owner with your Quote. Failure to submit this form fully complete,may result in disqualification of Submittal. CONTRACTOR INFORMATION Contractor's Legal Name: Day Management Corp. Company's dba: (if applicable) Day Wireless Systems CEO/President Name: Mackenzie Day Business Federal License No. DAYWIS*934K1 UBI No.601-202-845 EIN No. 93-0681623 Number of Years Experience (Minimum of 5 Years Required) 20+ years Phone (503 )659-1240 Toll Free Phone ( 877) 970-5095 FAX (509 ) 659-4723 E-Mail Address nacday@daywireless.com Mailing Address PO Box 22169 City Milwaukie State OR Zip+4 97269-2169 Physical Address 4700 SE International Way City Milwaukie State OR Zip+4 97222 Name the person to contact for questions concerning this proposal. Name Sarah Schoenwald Title Service Manager Phone (509)298-0740 Toll Free Phone ( ) NA FAX (509)766-2983 E-Mail Address sschoenwald@daywireless.com Mailing Address 730 N 16th Ave City Yakima State WA Zip+4 98902 Physical Address 730 N 16th Ave City Yakima State WA Zip+4 98902 12339 New Police Vehicle Upfits Page 18 of 31 Page 44 of 45 12339 Agreement 49 IX. CONTRACTOR REFERENCES Y\ Company Name KJickitatCoSheriff Address (include Zip + 4) 2O58 Columbia Ave Go|denda|e' VVA98G2O-S279 Contact Person Erik Beasley Phone No. 509-773-4455 Briefly describeexperience/dates: Full upfitting package into multiple Tahoes in 2022. 2023 will be doing full upfitting package into Ram pickups. 2) Comnpamy Name K]ttitoaCoSheriff Address (include Zip + 4\ 3O7VVUrnptmnumn Ellensburg, VVAS8S2O Contact Person Dav|dHouseberg Phone No. 508-902-7525 Briefly describe azper/onoe/dahes: Fu|! UpfittiDg package into multiple Taho8sin2023. 3\ Commpany Name OE/\ (Drug Enforcement Agency) Address (include Zip + 4) 12OGAhtmnun1 Ridge Union Gap, WASO9O3 Contact Person Matt Petty Phone No. 509-728-3427 Briefly describe expehenoe/doteo: Installation of lighting packages into nlu|Up|e vehicles in 2022/2023, z2339 New Police vehicle upfits Page zyofaz 12339Agmement Page 4no,4n 50 AGREEMENT CITY OF YAKIMA BID 12339 New Police Vehicle Upfits THIS AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal corporation ("City"), and Financial Consultants International 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, materials, labor and equipment (collectively referred to as "Services") according to the procedure outlined in Bid 12339 New Police Vehicle Upfits. 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 shall perform any alterations in or additions to the work provided under this Contract and every part thereof. 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 as are mentioned in the specifications to be furnished by the City of Yakima. 2. Compensation The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed 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 of this Contract shall be for a period of one (1) year from its effective date. The City may, at its option, extend the Contract on a year to year basis for up to two (2) additional years, for a total of three (3)years. Contract extensions shall be automatic, and shall go 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. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent 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 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 of the other. b. The Contractor for itself, and for its heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 7. Inspection, Production and Retention of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for 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 12339 Agreement Page 1 of 45 51 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 records relating 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. 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. 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. f. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to 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 is made, prior to conducting any business in the City. 10. Nondiscrimination Provision During the performance of this Contract, the Contractor agrees as follows: 12339 Agreement Page 2 of 45 52 The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual 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 (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with 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. 11. 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 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 access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c)consistent with the contractor's legal duty to furnish information. 12. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, 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 or subcontractor, in performance of this Agreement, except for claims caused by the City's sole negligence. b. 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 insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the 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 cost to defend, shall be only to the extent of the Contractor's negligence. d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Contract. 13. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. 12339 Agreement Page 3 of 45 53 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 of the public. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. 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 provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, 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 certificate of insurance and additional insured endorsements 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-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City 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 assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully 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 City, its elected and appointed officials, employees, agents, 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 certificate of insurance and additional insured endorsements 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-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City 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 assumed by Contractor under this contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. c. Employer's Liability(Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, 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 way for claims filed by Contractor or its employees for services performed 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 subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s)to comply with insurance requirements does not limit Contractor's liability or responsibility. Commercial General Liability: Combined Single Limit: $2,000,000 Per Occurrence $2,000,000 Annual Aggregate 12339 Agreement Page 4 of 45 54 Automobile Liability: $2,000,000 Per Occurrence Garage Liability: $1,000,000 Minimum Limit Garage Keepers Liability: $200,000 Minimum Limit Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. 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 shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. 14. 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 or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 15. Contract Documents This Contract, the Invitation to Bid 12339 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 are complementary. Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 16. Termination Termination for Cause In the 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 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's breach and the City fails 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: a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. 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 an assignment for the benefit of creditors; 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; 12339 Agreement Page 5 of 45 55 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. 17. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 18. Re-Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinance, may re-award the contract to the next most responsible Proposer within 120 days from original award. When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract, or when the contract is terminated by the City for cause as herein provided, the City reserves the right to re-award the contract to the next most responsible Proposer within 120 days from original award. 19. 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. 20. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 21. 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. 22. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have 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. 23. Notice of Change in Financial Condition If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 12339 Agreement Page 6 of 45 56 24. 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, 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: COPY TO: TO CONTRACTOR: Lt. Ira Cavin Christina Payer, CPPB Financial Consultants International Inc Police Department Buyer II 45727 SE 140th Street City of Yakima City of Yakima North Bend,WA 98045 200 S 3rd Street 129 North 2dd Street Yakima,WA 98901 Yakima, WA 98901 25. Survival The foregoing sections of this Contract, 1-25 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 day and year first above written• CITY OF YAKIMA FINANCIAL CONSULTANTS INTERNATIONAL INC By - City Manager Date: Date: Attest: (Print name) City Clerk List of Exhibits attached to this contract Exhibit A—Specifications Exhibit B—Contractor's Bid Form 12339 Agreement Page 7 of 45 57 EXHIBIT A - SPECIFICATIONS 12339 Agreement Page 8 of 45 58 City of Yakima NOTICE TO BIDDERS BID 12339 Notice is hereby given by the undersigned that electronic sealed Bids will be accepted via PublicPurchase.com until the hour of 2:00:00 PM PST on September 7, 2023. Bids will be publicly opened in Yakima City Hall, Council Chambers, 129 N. 2nd Street, Yakima, Washington 98901. At such time, Bids will be publicly read for: New Police Vehicle Upfits Instructions to register with PublicPurchase.com are available at www.yakimawa.gov/services/purchasing. The City of Yakima reserves the right to reject any & all BIDs. The City hereby notifies all Bidders that it will affirmatively ensure compliance with WA State Law Against Discrimination (RCW chapter 49.60) & the Americans with Disabilities Act (42 USC 12101 et set.) Dated August 21, 2023. Publish on August 23 & 25, 2023 Christina Payer, Buyer II 12339 Agreement Page 9 of 45 59 CITY OF YAKIMA INVITATION TO BID 12339 COVER SHEET THIS IS NOT AN ORDER BID Release Date:August 23, 2023 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: Buyer in charge of this procurement(Contact for further information): City of Yakima Police Department Christina Payer, CPPB 200 S 3rd Street Buyer II Yakima, WA 98901 Bids Must be completely uploaded by: Phone E-Mail Address September 7, 2023 at 2:00:0o PM PST (509) 576-6696 christina.payer©yakimawa.goy Public Opening PROJECT DESCRIPTION SUMMARY New Police Vehicle Upfits with Supplied Parts Contractor to Supply Shop Supplies for (30) 2022 Ford Police Interceptor Utility Vehicles Enter Prompt Payment Discount: % net days We/I will complete delivery within days after receipt of order. Delivery Details: FOB Destination, Freight Prepaid, Inside Delivery required ❑ 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 required by the City of Yakima in this Invitation to Bid and all terms of our Bid. Company Name Company Address Name of Authorized Company Representative(Type or Print) Title Phone ( Fax ( ) Signature of Above Date Email Address 12339 Agreement Page 10 of 45 60 Invitation to Bid#12339 I. Contents I. Contents 3 II. GENERAL INFORMATION 5 1. Purpose 5 2. Contracting Agency and Point of Contact 5 3. New and Unused 5 4. Best Modern Practices 5 5. Equal/Approved Equal 5 6. Exceptions 5 7. More or Less 6 8. Published List Prices 6 9. Delivery/Completion 6 10. Delivery Acceptance 6 11. Use of Unapproved Substitutions 6 12. Contract Term 6 13. Pricing and Discount 6 14. Price Clarifications 7 15. Price Increases 7 16. Price Decreases 8 17. Expansion Clause 8 18. Warranty 8 19. Warranty Coverage 8 20. Permits 8 21. Regulations and Codes 9 22. Prompt Payment 9 23. Payments 9 24. Payment Method -Credit Card Acceptance 9 25. Acceptance of Terms 9 26. Sales Tax 9 27. Tax Revenues 9 28. Clarifications and/or Revisions to Specification and Requirements 9 29. Incurring Costs 10 30. No Obligation to Contract 10 31. Retention of Rights 10 32. Points Not Addressed 10 33. Other City Departments/Like Items Added 10 34. Services Bought from Different Supplier 10 12339 Agreement Page 11 of 45 61 35. Re-Award 11 36. Errors and Omissions 11 37. Changes 11 38. Deviations 11 39. Inspection of Bidder's Facility 11 III. PREPARING AND SUBMITTING A BID 11 1. General Instructions 11 2. Submitting a Bid 11 3. Prohibition of Bidder Terms &Conditions 12 4. Multiple Bids 12 5. Withdrawal of Bids 12 IV. BIDDERS CHECKLIST 12 V. EVALUATION AND CONTRACT AWARD 12 1. Bid Evaluation 12 2. Offer in Effect for Ninety (90) Days 13 3. Protest Procedure 13 VI. SCOPE OF WORK 14 1. STANDARD PATROL VEHICLES 14 2. SUPERVISOR/COMMAND/SPECIAL ENFORCEMENT PATROL VEHICLES 15 VII. BID FORM 16 VIII. CONTRACTOR QUESTIONNAIRE 18 IX. CONTRACTOR REFERENCES 19 X. SAMPLE CONTRACT 20 Xl. SAMPLE CERTIFICATE OF INSURANCE 29 12339 Agreement Page 12 of 45 62 INVITATION TO BID #12339 New Police Vehicle Upfits II. GENERAL INFORMATION 1. Purpose It is the intent and purpose of these specifications to describe New Police Vehicle Upfits in sufficient detail to secure bids on comparable units, equipment parts and material. All parts, which are necessary in order to provide a complete unit, ready for operation, 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. 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. 3. 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. 4. 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. 5. 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 equal to that herein specified must be substantiated with supporting data to justify such request for substitution. 6. Exceptions Specifications of the equipment bid shall be equal to or better than the specifications stated herein and all exceptions to these specifications shall be so listed on a separate sheet headed "EXCEPTIONS TO THE SPECIFICATIONS". Any Bid submitted without exceptions will be required to meet every detail of these specifications regardless of cost to the successful bidder, including the cost to meet the insurance requirements. Where "NO EXCEPTIONS" are shown, none will be allowed. No exceptions will be considered that may tend to 12339 Agreement Page 13 of 45 63 devalue the equipment or give an individual bidder who is offering a lesser item a distinct advantage. 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 of requirements for the year, nor shall the City be bound or limited to quantities listed. Payment will be made 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. Delivery/Completion Each bidder is required to list on the Bid form the number of calendar days they expect delivery to be made at the destination, in terms of time interval, following placement of order. Time of delivery/completion is important and will be considered in the evaluation of the Bids. Failure to include a specific number of calendar days may be sufficient grounds for rejection of Bid. 10. Delivery Acceptance Delivery will be accepted by the City of Yakima FOB Police Department, 200 S 3rd Street, Yakima WA, between the hours of 8:00 a.m. and 5:00 p.m Monday through Friday, ready for regular and safe operation. 11. Use of Unapproved Substitutions Contractors are authorized to only use those items covered by the contract. If a review by the City reveals that an item other than those covered by and specified in the contract have been used, the Purchasing Manager will take such steps as are necessary to have the item(s) returned to the Contractor at no cost to the City regardless of the time elapsed from the date of discovery of the violation. Violation of this clause may result in the removal of the offending Contractor's name from the City bid list for a period of up to three (3)years. 12. Contract Term See Section 3 of Contract 13. Pricing and Discount Pricing: Pricing shall be prepared with the following terms. The successful Bidder 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/product and completing the work provided for in this Bid and every part thereof, except such as are mentioned in the specifications to be furnished by the City of Yakima. Surcharges for fuel, delivery/hauling, hazardous material disposal, environmental fees or similar will not be allowed. Relevant charges for these items shall be included in the base bid price. All successful Bidders are subject to the minimum insurance requirements as outlined in the sample contract. BIDDERS MUST INCORPORATE THE COST TO COMPLY WITH THE INSURANCE REQUIREMENTS IN THE BID PRICE. Requests for lower insurance limits will be denied. 12339 Agreement Page 14 of 45 64 Prices established in continuing agreements and term agreements may be lowered due to general market conditions, but prices shall not be subject to increase for twelve (12) months from the date of award. Discounts: The City qualifies for governmental discounts. Unit prices shall reflect these discounts. 14. Price Clarifications The City reserves the right to clarify 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 in the Bid evaluation and contract administration. 15. Price Increases Requests for Rate Increases must be delivered to the Buyer listed on Page 2, in accordance with the rules below. 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. 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 be expressed in Bid documents and contracts or agreements. 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: a. 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). b. Incurred after contract commencement date. c. Not produce a higher profit margin than that on the original contract. d. Clearly identify the items impacted by the increase. e. Be filed with Purchasing Manager a minimum of thirty (30) calendar days before the effective date of proposed increase. f. Be accompanied by detailed documentation acceptable to the Purchasing Manager 12339 Agreement Page 15 of 45 65 sufficient to warrant the increase. g. 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. The PPI Commodity Data is available at https://www.bls.gov/ppi/detailed-report/home.htm#2021 . The adjustment (if any) shall remain firm and fixed for at least 365 days after the effective date of the adjustment. If no adjustment is mutually agreed upon;the contractor may provide a notice to cancel as outlined in the contract under Section 16,Termination for Convenience. 16. 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. 17. 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. 18. 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 three (3) years or 36,000 miles 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 is damaged by misuse or abuse. This three (3) year or 36,000 miles warranty shall in no way affect normal extended or manufacturer's warranty exceeding this three (3) year or 36,000 miles period. Contractor warrants that all goods and services furnished under this Agreement are new, conform strictly to the 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 Vendor shall replace the product at their own expense, including shipping charges. Any replacement product will be warrantied for three (3) years or 36,000 miles 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, state 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 of the goods or services. 19. 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. 20. Permits All necessary permits required to perform work are to be supplied by the Contractor at no addition cost to the City. 12339 Agreement Page 16 of 45 66 21. Regulations and Codes To the extent applicable, all equipment or materials shall comply with Washington State vehicle regulations, Federal regulations, OSHA and WISHA requirements,to include EPA standards and City safety codes. 22. Prompt Payment Bidders are encouraged to offer a 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 of a properly completed invoice • Receipt of all supplies, equipment or services ordered • Satisfactory completion of all contractual requirements 23. 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 be delivered with equipment. 24. Payment Method—Credit Card Acceptance The City, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. The City's preferred method of payment is by procurement (credit) card. Respondents may be required to have the capability of accepting the City's authorized procurement card as a method of payment. No price changes or additional fee(s) may be assessed when accepting the procurement card as a form of payment. 25. 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. 26. 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. 27. 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. 28. 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 12339 Agreement Page 17 of 45 67 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. 29. 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. 30. 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".) 31. 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. 32. Points Not Addressed Bidders are encouraged to list any points not addressed in these specifications that they feel improve or enhance the operation of their units. 33. Other City Departments/Like Items Added At any time during the term of this contract, or any extension thereof, other City departments may be served under these same terms and conditions. Additional like items may be added at the request of the Purchasing Manager. 34. Services Bought from Different Supplier Should the Contractor be unable to or refuse to supply materials, on any given day, against this predetermined delivery schedule to which 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 to do the work, shall be charged to and paid for by the Contractor holding the Bid award for these products. Contractor shall not, however, be responsible for delays in delivery due to: • Unavoidable mechanical breakdowns • Strikes 12339 Agreement Page 18 of 45 68 • Inability to secure component materials • Acts of God • Fire Provided the Buyer listed on Page 2 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 for a period equal to the time lost due to the reason for the delay. 35. 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 120 days from original award. 36. Errors and Omissions The City reserves the right to correct obvious ambiguities and errors in the Bidder's proposal and to waive non- material irregularities and/or omissions. In this regard, if the unit price does not compute to the extended total price,the unit price shall govern. 37. 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 effective upon execution by the parties hereto. Any oral statement or representation changing any of these terms or conditions is specifically unauthorized and is not valid. 38. 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. 39. Inspection of Bidder's Facility Prior to awarding the contract, the City and/or its representative(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 to repair, service and support the equipment offered. III. PREPARING AND SUBMITTING A BID 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. 2. 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. 12339 Agreement Page 19 of 45 69 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 Vendor/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 Page 2 • Bid Form Page 16 • Contractor Questionnaire Page 17 • Contractor References Page 18 V. EVALUATION AND CONTRACT AWARD 1. Bid Evaluation The evaluation and selection of a 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, parts 12339 Agreement Page 20 of 45 70 availability, equipment design and functionalism, effect on productivity, and Bidder's supporting documentation. 2. Offer in Effect for Ninety(90) Days 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 of best and final offer, if required, and Bidder so agrees by submittal of a bid. 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: 509-576-6394 or email to: kristine.white@yakimawa.gov. The protest shall clearly state the specific factual and legal ground(s) for the protest, and a 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 (5) calendar days before the solicitations due date, and protests based on award or after the award shall be filed no more than five calendar (5) days after Award Announcement (see below for details).The following steps shall be taken in an attempt to resolve 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. Step II. If unresolved, within three (3) business days after receipt of written decision, the protest may be appealed to the Department Head by the Purchasing Manager. Step III. 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 Protester. Award Announcement Purchasing shall announce the successful Bidder via Website, 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 an award 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 or services to be contracted for are urgently required; • Delivery or performance will be unduly delayed by failure to make award promptly; • A prompt award will otherwise be advantageous to the 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. 12339 Agreement Page 21 of 45 71 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. SCOPE OF WORK The City of Yakima Police Department, through the Purchasing Division, is soliciting bids for police vehicle upfitting. The Department annually purchases 10-15 vehicles for a variety of patrol and administrative duties. Generally, vehicles are grouped into several categories; Standard Patrol, Supervisor, Command and Special Enforcement. Eligible bidders must be appropriately licensed, and must have been doing business as a police vehicle upfitter for at least 5 years. Bidders shall offer a warranty on shop supplied materials and workmanship for at least 3 years or 36,000 miles or greater. Currently the City has 20 vehicles ready for upfitting, with an additional 12-14 anticipated to be ordered in 2024. The vehicles described in this bid are 2022 and newer Ford Police Interceptor Utility vehicles. Due to the size of the project and to expedite the process of placing vehicles into service, multiple awards will be considered for this project. Bidders who are more than 150 miles from the city of Yakima must include and specify the cost of any transportation to/from their upfitting location in their bid. The city of Yakima may choose to transport the vehicles to the shop location at its own cost. The transportation cost for any vehicle the city transports will not be paid to the bidder. Bidders assume responsibility for all vehicles once they have been released to a transport hauler, until the vehicles are returned to city. Bidders are responsible for any damages or loss that occurs during transport or while the vehicles are in their custody. Submitted bids shall include all necessary shop supplies and labor necessary to install and connect wiring to the following equipment, which will be supplied by the Yakima Police Department or pre-installed by the vehicle dealer where indicated: 1. STANDARD PATROL VEHICLES • SETINA 10XL-C front prisoner partition, dealer installed • SETINA 12VS rear prisoner partition, dealer installed • Dual Weapon lock (BLAC-RAC 1082e and Universal XL Mounts) • Whelen Liberty 2 WCX DUO LED 48" Lightbar • Whelen PE-215 Pre-emption power supply(Module installed in lightbar) • Whelen CENCOM CORE controller w/standard 123db siren speaker, 21 button slide bar control head • Whelen Vehicle to Vehicle module • Whelen Tracer Running Board 6 Lamp LED (Driver and Passenger) • Whelen HOWLER siren amplifier and speaker • Whelen Standard 100 watt siren speaker (Will require removal and re-install of front bumper cover, SETINA PB450L4 and SETINA PB9 Wraps) • Whelen Vehicle Safety Gateway • HAVIS C-TTP-INUT-1201 Rear Trunk Mount w/bottom tray and extender filler plate • HAVIS C-VS-INUT-0618 Flat Center Console, with appropriate filler plates for emergency equipment controllers • HAVIS MDC mount 8.5"telescoping pole • Gamber-Johnson MDC mount for Panasonic FZ-55 Toughbook 12339 Agreement Page 22 of 45 72 • Motorola APX8500 All-Band police radio with E5 control head, Panorama single "Sharkfin" antenna • Cradlepoint modem and antenna • Stalker DSR single antenna moving RADAR(front antenna only, suction cup window mount) • TREMCO Fleet Safety Anti-Theft Device • Timer block(HAVIS Chargeguard or equivalent) • Blue Sea 5032 and 5025 fuse blocks (city provided) All Vehicles were ordered with the following factory options, which will also need to be wired to appropriate controllers: • Ultimate Wiring Package [Includes Rear Console Mounting Plate#85R, Pre-wiring for Grille LED Lights, Siren and Speaker #60A, Plus: Wiring harness I/P to Rear Cargo Area (overlay): two (2) light cables -supports up to six (6) LED lights (engine compartment/grille) and one (1) 10-amp siren/speaker circuit engine cargo area; rear hatch/cargo area wiring-supports up to six(6) rear LED lights] • Front Headlamp Lighting Solution [Includes Pre-wire for Grille LED Lights, Siren and Speaker #60A; LED Low Beam/High Beam Headlamp, Wig-Wag function and Red/Blue/White LED side warning lights (driver side White/Red, passenger side White/Blue); Wiring, LED lights are included; Controller not included] • Rear Lighting Solution [Includes two (2) backlit flashing linear high-intensity LED lights (driver side red/passenger side blue) mounted to inside liftgate glass; two (2) backlit flashing linear high-intensity LED lights (driver side red/passenger side blue) installed on inside lip of liftgate (lights activate when liftgate is open); LED lights only; Wiring and controller not included] • Tail Lamp Lighting Solution [Includes LED lights plus two (2) rear integrated hemispheric lighthead white LED side warning lights in tail lamps; LED lights only; Wiring and controller are not included.] • Police Wire Harness Connector Kit - Front/Rear (For connectivity to Ford PI Package Solutions) [FRONT includes two (2) male 4-pin connectors for siren,five (5)female 4-pin connectors for lighting/siren/speaker, one (1) 4-pin IP connector for speakers, one (1) 4-pin IP connector for siren controller connectivity, one (1) 8-pin sealed connector, one (1) 14-pin IP connector] [REAR includes one (1) 2-pin connector for rear lighting, one (1) 2-pin connector, six(6)female 4-pin connectors, six(6) male 4-pin connectors, one (1) 10-pin connector] (67V) • Side Marker LED, Sideview Mirrors (Driver side - Red / Passenger side - Blue) (Located on backside of exterior mirror housing) • Rear Quarter Glass Side Marker LED Lights (Driver side- Red/ Passenger side- Blue) • Pre-Wiring for Grille LED Lights, Siren and Speaker • SETINA—PB9 HD Fender Wraps (PIT Bars)—Dealer installed • SETINA - PB450L4 Lighted Push Bumper, Aluminum, includes Mar Pad (Red/Blue/White trio lights) — Dealer installed 2. SUPERVISOR/COMMAND/SPECIAL ENFORCEMENT PATROL VEHICLES To include the following adjustments to the above listed equipment: • NO Whelen Liberty 2 lightbar, vehicles ordered with Ford Factory installed inner edge lightbar and rear spoiler light bar • Factory installed Front Warning Auxiliary LED Light (Driver side - Red / Passenger side - Blue) (Located below head lamps, above bumper fascia) • Dash mounted "SHOW ME" IR strobe for OPTICOM • Some command vehicles do not have the SETINA 10XL-C or 12VS partitions, or SETINA Push Bar/PIT bar systems Work DOES NOT include the installation of AXON Fleet 3 in car video system. 12339 Agreement Page 23 of 45 73 VII. BID FORM INVITATION TO BID NO. 12339 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: SCHEDULE 1—STANDARD PATROL VEHICLES Item Description Qty. Price Total Price No. Per Unit 1. Labor to upfit Ford Police Interceptor 15 $ $ Utility vehicles with supplied parts. Contractor to supply shop supplies. 2. Cost of transportation—To and from 15 $ $ upfitting location and city of Yakima. 3 List any charges not specified: 1 $ $ (Provide additional sheet if necessary) Total Schedule 1: $ SCHEDULE 2—SUPERVISOR/COMMAND/SPECIAL ENFORCEMENT PATROL VEHICLES 4. Labor to upfit Ford Police Interceptor 15 $ $ Utility vehicle with supplied parts. Contractor to supply shop supplies. 5. Cost of transportation—To and from 15 $ $ upfitting location and city of Yakima. 6. List any charges not specified: 1 $ $ (Provide additional sheet if necessary) Total Schedule 2: $ Subtotal Schedules 1&2: $ WA State Sales Tax—Destination Based @ 8.3%: $ Total Schedules 1&2: $ 12339 Agreement Page 24 of 45 74 Build Time: We/I will complete each vehicle upfit within days from receipt of order. Completion: How many vehicles can be completed within a 90 day period? List discount offered off of any other items or services not specifically listed: % Check one: Discount❑ or Markup ❑ Work will be guaranteed for years or miles from defects in materials or workmanship. (3 years or 36,000 miles, or greater, is required). 1. Out of state bidders are required to cover the cost of repairs at a local qualified repair shop, or cover the cost of transport back to their shop at the bidder's expense. 2. Bidders assume responsibility for all vehicles once they have been released to a transport hauler, until the vehicles are returned to city. Bidders are responsible for any damages or loss that occurs during transport or while the vehicles are in their custody. 1 & 2 Acknowledged by: (Required). 12339 Agreement Page 25 of 45 75 VI II. CONTRACTOR QUESTIONNAIRE INSTRUCTIONS: Provide the requested information, sign and date. If the Owner requires further description,the Owner may request Vendor to provide such information within a mandatory due date. You must submit this completed form to the Owner with your Quote. Failure to submit this form fully complete, may result in disqualification of Submittal. CONTRACTOR INFORMATION Contractor's Legal Name: Company's dba: (if applicable) CEO/President Name: Business Federal License No. UBI No. EIN No. Number of Years Experience (Minimum of 5 Years Required) Phone ( ) 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 proposal. Name Title Phone ( ) Toll Free Phone ( ) FAX ( ) E-Mail Address Mailing Address City State Zip +4 Physical Address City State Zip +4 12339 Agreement Page 26 of 45 76 IX. CONTRACTOR REFERENCES 1) Company Name Address (include Zip + 4) Contact Person Phone No. Briefly describe experience/dates: 2) Company Name Address (include Zip + 4) Contact Person Phone No. Briefly describe experience/dates: 3) Company Name Address (include Zip + 4) Contact Person Phone No. Briefly describe experience/dates: 12339 Agreement Page 27 of 45 77 X. SAMPLE CONTRACT AGREEMENT CITY OF YAKIMA BID 12339 New Police Vehicle Upfits THIS AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal corporation ("City"), and , ("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, materials, labor and equipment (collectively referred to as "Services") according to the procedure outlined in Bid 12339 New Police Vehicle Upfits. 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 shall perform any alterations in or additions to the work provided under this Contract and every part thereof. Work shall begin within business days after Notice to Proceed and be complete within 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 as are mentioned in the specifications to be furnished by the City of Yakima. 2. Compensation The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed 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 of this Contract shall be for a period of one (1) year from its effective date. The City may, at its option, extend the Contract on a year to year basis for up to two (2) additional years, for a total of three (3)years. Contract extensions shall be automatic, and shall go 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. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent 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 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 of the other. b. The Contractor for itself, and for its heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 12339 Agreement Page 28 of 45 78 7. Inspection, Production and Retention of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for 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 records relating 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. 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. 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. 12339 Agreement Page 29 of 45 79 f. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to 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 is made, prior to conducting any business in the City. 10. Nondiscrimination Provision During the performance of this Contract, the Contractor agrees as follows: The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual 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 (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with 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. 11. 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 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 access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c)consistent with the contractor's legal duty to furnish information. 12. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, 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 or subcontractor, in performance of this Agreement, except for claims caused by the City's sole negligence. b. 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 insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the 12339 Agreement Page 30 of 45 80 concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, shall be only to the extent of the Contractor's negligence. d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Contract. 13. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this 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 limits should it deem it necessary in the best interest of the public. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. 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 provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, 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 certificate of insurance and additional insured endorsements 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-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City 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 assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully 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 City, its elected and appointed officials, employees, agents, 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 certificate of insurance and additional insured endorsements 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-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance 12339 Agreement Page 31 of 45 81 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 shall include Hired and Non-Owned coverage if necessary. c. Employer's Liability(Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, 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 way for claims filed by Contractor or its employees for services performed 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 subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s)to comply with insurance requirements does not limit Contractor's liability or responsibility. Commercial General Liability: Combined Single Limit: $2,000,000 Per Occurrence $2,000,000 Annual Aggregate Automobile Liability: $2,000,000 Per Occurrence Garage Liability: $1,000,000 Minimum Limit Garage Keepers Liability: $200,000 Minimum Limit Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. 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 shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. 14. 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 or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 15. Contract Documents This Contract, the Invitation to Bid 12339 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 are complementary. Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 16. Termination Termination for Cause In the 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 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's breach and the City fails to cure its breach of the Contract within 60 days of this notice. 12339 Agreement Page 32 of 45 82 The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. 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 an assignment for the benefit of creditors; 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. 17. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 18. Re-Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinance, may re-award the contract to the next most responsible Proposer within 120 days from original award. When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract, or when the contract is terminated by the City for cause as herein provided, the City reserves the right to re-award the contract to the next most responsible Proposer within 120 days from original award. 12339 Agreement Page 33 of 45 83 19. 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. 20. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 21. 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. 22. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have 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. 23. Notice of Change in Financial Condition If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 24. 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, 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: COPY TO: TO CONTRACTOR: Lt. Ira Cavin Christina Payer, CPPB Police Department Buyer II City of Yakima City of Yakima 200 S 3rd Street 129 North 2nd Street Yakima WA, 98901 Yakima, WA 98901 12339 Agreement Page 34 of 45 84 25. Survival The foregoing sections of this Contract, 1-25 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 day and year first above written. CITY OF YAKIMA [ENTER CONTRACTOR NAME] By: City Manager Date: Date: Attest: (Print name) City Clerk List of Exhibits attached to this contract Exhibit A—Specifications Exhibit B—Contractor's Bid Form 12339 Agreement Page 35 of 45 85 EXHIBIT A - SPECIFICATIONS EXHIBIT B - CONTRACTOR'S BID FORM 12339 Agreement Page 36 of 45 86 Xl. SAMPLE CERTIFICATE OF INSURANCE ACC)RL CERTIFICATE OF LIABILITY INSURANCE CATEa..DDnYtrn CURREN-''ATE THIS CERTIFICATE IS ISSUED AS 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 INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policyties)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT INSURANCE AGENT INFORMATION NAME: INSURANCE AGENT ISSUING CERTIFICATE PHONE PAX is c No I Se.Ic,Nol: E-MAIL ADDRESS: NSURERtai AFFORDING COVERAGE NAIL S Rama;A: A-V I II OR BETTER,ADMITTED CARRIER INSURED — _ INSURER Entity Insured Address INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE_ISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER. POLICY EFF POLICY lw LTi TYPE OF INSURANCE HID WVD POLICY NUMBER MISMOOYYYY1 ISMIIDOITYYTI LNfIS X COMIMERRCIALOENE.ALLLABILrrr EACH OCCURRENCE ; 2.000.000 DAMAGE TO REY=ClAIMGfMCE X OCCUR PRHASES(Es occumn:o;• i 100,000 MED E%P;rTi me Percan:i ; 5.000 — A POLICY NUMBER -ART PERSONAL aACV INJURY ; 1.000.000 GEHL AGGREGATE LW-APPLIES PER: DATE DATE GENERAL AGGREGATE ; 2AI04.040 POLICY n slc7 n LOC PROCUCTTi-IXMIR'P AGG ; 2.000.000 AUTO O.ELIA�rTY CCeeecldenINEDSINGLELIMIT a 2.000.000 IEa a x ANY AUTO BDCILY rLURY&Per person:. ; A OWNED —SOLED AUTOS ONLY AUTOS POLICY NUMBER &SC+LY INJURY"Per a[7tl[RI ; _ HIRED NON-0VHE? DATE DATE PR Urrr<I Y DAMAGE AUTOG DOILY _,WTOS ONLY IPer;amend UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LIAR OL IMErWIDE AGGREGATE I DES l RETENTIONS _ s WDR!<:ERd COMPENSATION I!STATUTE I X I BY TH- AND EMPLOYERS'LIABILITY Ativ.RCPRETOWPARTTNERE]ECUTi4E Y f N EL EACH ACCIDENT ; 1.004..000 A OFFICER.VEi1BEREXf IIx„7 n NlA POLICY NUMBER START STOP tM 1.000.000 SnaltOry YI NM DATE EL DISEASE-EA EMPLOYEE i rDEESSCRIF lON OF OPERATIONSbelox STOP GAP.EL ONLY EL.Dz5EASE-POUCYLear ; 1.000.000 $1.000,000 GARAGE LIABILITY 8200.000 GARAGE KEEPERS LIABILITY DESCRIPTION OF OPERATORS f LOCATIONS I VEHICLES IACORD 101,AddItlrx.y Remaloc Sono-Jule,ney be attached If rune cpaar Is regaIrecl The City of Yakima,its agents,employees,authceaed voluntee's electec and appointee ofcals are induced as Pr;nary/Non-Contributory additional inured_ Seeattached Additional Insured Endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Yakima ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department 129 N.2nd St AUTHORIZED REPRESENTATIVE Yakima,WA 98901 SIGNATURE EL 1988-2015 ACORD CORPORATION.All rights reserved. ACORD25(2016103) The ACORD name and logo are registered marks of ACORD 12339 Agreement Page 37 of 45 87 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement mcd;fies insurance provided under the fol:ruing COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s)Of Covered Operations The City of Yakima,Its agents,employees,authorized volunteers,elected and appointed officials are Included as Primarymon-Contributory additional insured. Information required to complete this Schedule,if riot shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for "badly injury", "property This insurance does not apply to "bodily injury' or damage or 'personal end advertising Injury' "property damage"occurring after: caused,in whole or in part,by: 1. All work, including materials, parts or equip- 1. Your acts or omissions;or merit furnished in connection with such work, 2. The acts or omissions of those acting on your on the project(other than service, maintenance behalf; or repairs) to be performed by or on behalf of in the performance of your ongoing operations for the additional insured() at the location of the the additional insureds) at the location(s) desig- covered operations has been completed;or noted above. 2. That portion of "your work" out of which The injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or suherantrar_tnr en- gaged in performing operations for a principal as a part of the same project. CG 2010 07 04 0 ISO Properties,Inc.,2004 Page 1 of 1 C 12339 Agreement Page 38 of 45 88 POLICY NI,MBER:CGD800484907 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s)Or Organization(s): Where required by written contract or agreement executed prior to loss(except where not permitted by law). Informaion required to complete this Schedule,if not shown above.will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Sgctlon IV—Canditlons: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part_Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s)shown in the Schedule above. CG 24 04 12 19 @ Insurance Services Office, Inc., 2019 Page 1 of 1 12339 Agreement Page 39 of 45 89 EXHIBIT B - CONTRACTOR'S BID FORM 12339 Agreement Page 40 of 45 lr 90 CITY OF YAKIMA INVITATION TO BID 12339 11, COVER SHEET THIS IS NOT AN ORDER BID Release Date:August 23, 2023 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: Buyer in charge of this procurement(Contact for further information): City of Yakima Police Department Christina Payer, CPPB 200 S 3rd Street Buyer II Yakima, WA 98901 Bids Must be completely uploaded by: Phone E-Mail Address September 7, 2023 at 2:00:0o PM PST (509) 576-6696 christina.paver(c yakimawa.ciov Public Opening El PROJECT DESCRIPTION SUMMARY New Police Vehicle Upfits with Supplied Parts Contractor to Supply Shop Supplies for (30) 2022 Ford Police Interceptor Utility Vehicles Enter Prompt Payment Discount: % net days We/I will complete delivery within 34O days after receipt of order. Delivery Details: FOB Destination, Freight Prepaid, Inside Delivery required ❑ 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 required by the City of Yakima in this Invitation to Bid and all terms of our Bid. Company Name Company Address G/1Q,+uhs� cevlSG- 3. t UhG 4z �7 y d Do n j1/ Name of Authorized Company Representative(Type or Print) Title Phone (l� ZS ) �i - 5' z 7 Mouv, jl ''ei fAaA,.L Fax ( Signature of bove Date Email Address q4-23 -('Li c_ia-as—' d yaLLen 12339 New Police Vehicle Upfits Page 2 of 31 12339 Agreement Page 41 of 45 91 VII. BID FORM INVITATION TO BID NO. 12339 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: SCHEDULE 1—STANDARD PATROL VEHICLES Item Description Qty. Price Total Price No. Per Unit (�, -7 1. Labor to upfit Ford Police Interceptor 15 $ 5 ZZ $ ZS T, ea) Utility vehicles with supplied parts. Contractor to supply shop supplies. 2. Cost of transportation—To and from 15 $ ZOO $ 600 upfitting location and city of Yakima. 3 List any charges not specified: 1 $ $ (Provide additional sheet if necessary) Total Schedule 1: $ a Q az SCHEDULE 2—SUPERVISOR/COMMAND/SPECIAL ENFORCEMENT PATROL VEHICLES 4. Labor to upfit Ford Police Interceptor 15 $ "1 L0 $ e t, coo Utility vehicle with supplied parts. Contractor to supply shop supplies. 5. Cost of transportation—To and from 15 $ cy) $ upfitting location and city of Yakima. 6. List any charges not specified: 1 $ $ (Provide additional sheet if necessary) Total Schedule 2: $ uf! � Subtotal Schedules 1&2: $ j -". WA State Sales Tax—Destination Based @ 8.3%: $ t kk+ (O L Total Schedules 1&2: $ t e, Li 12339 New Police Vehicle Upfits Page 16 of 31 12339 Agreement Page 42 of 45 92 I Build Time: We/I will complete each vehicle upfit within days from receipt of order. Completion: How many vehicles can be completed within a 90 day period? 41 List discount offered off of any other items or services not specifically listed: % Check one: Discount❑ or Markup❑ Work will be guaranteed for 3 years or .25(d tray miles from defects in materials or workmanship. (3 years or 36,000 miles, or greater, is required). 1. Out of state bidders are required to cover the cost of repairs at a local qualified repair shop, or cover the cost of transport back to their shop at the bidder's expense. 2. Bidders assume responsibility for all vehicles once they have been released to a transport hauler, until the vehicles are returned to city. Bidders are responsible for any damages or loss that occurs during transport or while the vehicles are in their custody. 1 & 2 by:AcknowledgedOJ49JA g 12339 New Police Vehicle Upfits Page 17 of 31 12339 Agreement Page 43 of 45 93 VIII. CONTRACTOR QUESTIONNAIRE INSTRUCTIONS: Provide the requested information,sign and date. If the Owner requires further description, the Owner may request Vendor to provide such information within a mandatory due date. You must submit this completed form to the Owner with your Quote. Failure to submit this form fully complete, may result in disqualification of Submittal. CONTRACTOR INFORMATION Contractor's Legal Name: �— ; P ( Sraij .r—y e Company's dba: (if applicable) CEO/President 1 7 Name: MC/ `e_2(4r�,+,) Business Federal License No. 499 4 cs 4{%( UBI No. 4,(2) L 3 ( EIN No. 2_ Number of Years Experience (Minimum of 5 Years Required) 3 7j Phone ( �j) g 7j — �j 3 Toll Free Phone ( FAX ( ) E-Mail Address Gl�c ®y Mailing Address "14 -Z. - City � State IA k Zip + 4 q q l� Physical Address SQ,ru,e City State Zip + 4 Name the person to contact for questions concerning this proposal. Name 44.63AA ; - Vkivi Title Pf-es Phone (q 2,4 g'5(_ S Toll Free Phone ( ) FAX ( ) E-Mail Address GGC ,t,i1- 15)y . Ce1rc.� Mailing Address SUS I City State Zip+4 Physical Address City State Zip+4 12339 New Police Vehicle Upfits Page 18 of 31 12339 Agreement Page 44 of 45 94 IX. CONTRACTOR REFERENCES 1) Company Name `At Y ; r e-e Address (include Zip + 4) ZOr, 3z3t4 '-1 aJ - (ui" Contact Person '(t-ek '�,Vifr, Phone No. (,)(k - S 4-G-6 3 Briefly describe experience/dates: 7--.JC-41, , " 2) Company Name NA, Pe, 1 Address (include Zip + 4) Z-16 L.) �`, y)vis`e -- St l Peg 66 it)e- Contact Person (( `6je Phone No. 5, -- Z 4 Briefly describe experience/dates: 3) Company Name ()1,‘At-y\ e-lg Qi Address (include Zip + 4) Contact Person (AL Phone No. 4(..) 9 — 7-11g- we e Briefly describe experience/dates: 1 � p€ � C 41.,E 4) ?&E e. ZOO& 12339 New Police Vehicle Upfits Page 19 of 31 12339 Agreement Page 45 of 45