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HomeMy WebLinkAboutPeak Industrial Inc. - Bid 12224 Bus Engine Heaters with Install AgreementAGREEMENT CITY QFYAKIMA Bid No12224Bus Engine Heaters with Install THIS AGREEMENT, entered into nnthe date of last execution, between the City of Yakima,a Washington municipal corporation ("City"), and Peak Industrial 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 oodonn all work and service(s) and furnish all t000, motehalu, labor and equipment (collectively referred to as ^Gamiceo^) according to the procedure outlined in Bid 12224 Specifications which are attached as Exhibit A, and the most recent edition of the ANS|/T|/VE|A and NEC Standavdo, all of which are incorporated herein by this reference, and ahuU perform any alterations in or additions to the work provided under this Contract and every part thereof. Work shall begin within 90 business days after Notice to Proceed and be complete within 120 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 ofmaterials and completing the work provided for in this Contract and every part thereof, except such as are mentioned in the specifications huhofurnished bythe City ofYakima. 2. Compensation The City agrees to pay the Contractor accoing 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 submittalotthe time and inthe manner and upon the conditions provided for the Contract. 3. Contract Term The period ofthis contract shall bnfor aperiod ofone year from its effective. So that other unanticipated orders may baplaced, orso that other entities may piggyback the resulting contract, prices shall remain firm for twelve (12) months from receipt of contract award. 4. Agency Relationship between City and Contractor Contractor shall, atall times, haanindependent Contractor and not an agent or representative of City with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City. 5. Successors and Assigns u. Neither the Cdv. nor the Contractor, shall assign, transfer, orencumber any hgNn, duUen, or interests accruing from this Contract without the prior written consent ofthe other. b. The Contractor for himself, and for his hoim, oxonuhnm, administrators, ouocesours, and onui0na, dnoo 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 o matter ofpublic record or required by law to be made pub||o, is confidential, and the Contractor will not, in whole or pad, now orat any time disclose that information without the express written consent ofthe City. T. Inspection and Production ofRecords a. The records relating to the Services ohuU, at all timos, he subject to inspection by and with the approval of the Cdv, but the making uf(or failure or delay in making) such inspection or approval shall not nu|iovo Contractor ofresponsibility for performance of the Services in 0000ndonoe with this Contraci, notwithstanding the City'o knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and 12224 Bus Engine Heaters with Install - Transit Page I of 7 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. Guarantee Contractor warrants the Services will be free from defects in material and workmanship for a period of one year following the date of completion and acceptance of the Services. 10. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 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 maintain 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. 12224 Bus Engine Heaters with Install - Transit Page 2 of 7 11. Nondiscrimination Provision May be Superseded by Federal Civil Rights Requirements Clause (Attachment A and/or B) During the performance o[this Contract, the Contractor agrees uufollows: The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital ntatuo, sexual orientation, gender idonhty, pmgnanoy, veteran's atatua, political affiliation or belief, or the presence of any nonsory, manbo| or physical handicap in violation of the Washington State Law Against Discrimination (RCVV ohapter4O.8U) or the Americans with Disabilities Act (42 USC 12101 et seq.). This provision shall include but not bolimited tothe : employment, upgrading, demotion, transfer, recruitment, advertising, layoff ortermination, rates of pay mother 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 mdnm. this Contract may be omnooUod, hunninobad, or suspended in whole or in part and the Contractor may be dao|oned ineligible for any future City contracts. 12. Pay Transparency Nondiscrimination Provision The Contractor will not dioohoqla 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 port of their oogontiu| job functions cannot disclose the pay of other employees orapplicants to individuals who dn not otherwise have access to compensation inhnnnoUnn, unless the disclosure is (u) in nooponua to a h>nno| complaint or charge, /b\ in furtherance of an inweuUgadon, pmooeding, hearing, or aoUon, including an investigation conducted by the employer, or (c) consistent with the contractor's legal duty to furnish information. 13. Indemnification and Hold Harmless o. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to m|euno' indamn|fx, defend, and hold harmless the City, its elected and appointed officia|x, offioom, amp|oynnn, agents, representatives, inaurnm, u#nrneyo, and volunteers from all liabilities, |onsou, domogeu, 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 padhrmonuo of this Aorooment, except for u|oimo nouand by the City'o mn|e negligence. The Cihy'o right to indemnification includes aMomey's fees costs uonouiohod with establishing the right to indemnification hereunder infavor ofthe City. b. Industrial Insurance Act Waiver. It is specifically and oxpmmu|y understood that the Contractor waives any immunity that may be grunted to it under the Washington Shuhu industrial insurance oot. Title 51 RCVV, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of domugou' compensation or benefits payable to or by any third party under workers' compensation auts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its aub:ontnmotore, and anyone directly or indirectly employed or hired by Contnudbr, and anyone for whose acts Contractor may be liable in connection with its performance of this Aomement, comply with the terms of this pemgnoph, waive any immunity granted under Title 51 RCVV, and assume all potential liability for actions brought bytheir respective employees. The Parties acknowledge that they have mutually negotiated this waiver. n. Shou|daoourtnfonmpotnntjuriadiutiondaVurminnthat(hiuAomemantiaoubjoottoRCVV424.115.thon.inthoovontof liability for damages arising out ofbodily injury to pomnnu or damages to pmpndx ouuaad 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 boonly hxthe extent ofthe 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. 12224 Bus Engine Heaters with Install - Transit Page 3 of 7 14. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall onnuvn and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, |000no' and nxp*noou arising out of or resulting from the performance ofthis Contract. Contractor shall provide and maintain in fume insurance in limits no less than that stated bolow, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest nfthe public. Contractor will provide o Certificate o/ 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 will be included with the certificate. This Certificate of insurance shall be provided to the City, prior tocommencement ofwork. Failure of City to demand such verification ofcoverage with these insurance requirements orfailure 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. Contractor's insurance coverage shall boprimary insurance with respect hothose who are Additional Insureds under this Contract. Any inoumnoo, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Cunkonto/o insurance and neither the City nor its insurance providers shall contribute tnany settlements, defense onsto, orother payments made by Contnudn/n 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 tuterminate the Contract. The following insurance isrequired: a. Commercial Liability Insurance Before this Contract is fully executed by the partieu. Contractor shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2.000,000.00)genana| aggregate. If Contractor carries higher coverage |imits, such limits shall beshown onthe Certificate o(Insurance and Endorsements and the City, its elected and appointed officia|a, emp|uyoou, agonts, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage umount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional inoumdn, and shall contain o 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- VIInrhighnrinBest'oGuidoandodmittodinUleStateofWaahinghon.Thonaquimmnnboconhainodhenain.aowo||anCity ofYakima'o 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 partiou. 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 offioia|o, omp|nyono, agants, uMnmeya 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 ineffect. Said policy shall boineffect for the duration of this Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain o dounn 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- VIIorhigharinBnaCnGuidaandadmittedinthoGtateofWaohingh/n.Thenaquinemantsoontainndhnmin.aowmUanCity of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit orqualify the |iobi|iUno or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non -Owned coverage ifnecessary. 12224 Bus Engine Heaters with Install - Transit Page 4 of 7 c. Liability (Stop Gap) Contractor and all shall at all Umoo comply with all applicable workers' oompenoaUon, occupational disease, and occupational health and safety laws, atatubm, and regulations to the full extent opplkmNo, and shall mainbainEmp|uyo/nLiabi|ib/inoumnoowitho|imitnfno|uao(han$1'O0O.O0O.OU.TheCityuhaUncdbohe|dmnponaibln in any way for claims filed by Contractor or its employees for services performed under the terms of this CunbaoL. Contractor agrees to assume full liability for all claims arising from this Contract including o|eimu resulting from negligent ado of all oubounhootor(u).ConbadDr 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: Automobile Liability: Garage Liability: Garage Keepers Liability: $2,000,000Per Occurrence $2.O0O.O0OAnnual Aggregate $2,000,000Per Occurrence $1.00U.0OOMinimum Limit $2OO,N0Minimum Limit 15. Severmbi|bv Kany term nrcondition nfthis Contract orthe application thereof hzany pemon/o\orcircumstances isheld 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 ofthis Contract are declared severable. 16. Contract Documents This Contract, the Invitation to Bid 12224 Scope of Work, oonditione, addooda, and modifications and Contractor's pmouoa (to the extent oonu|ab»nt with City of Yakima documents) constitute the Contract Documents and are complementary. Specific Fndnn8| and 0aby laws and the hannx of this Contrao, in that order nanpedive|y, supersede other inconsistent provisions. These Contract Documents are unfile inthe Office nfthe Purchasing Manager, 128No. 2ndSt..Yakima, WA, 98G01.and are hereby incorporated bv reference into this Contract. 17.Termination May ha Superseded bvFederal Termination Clauses Aand/or B) Termination for Cause In the event the Contractor breaches this Contract, the Qh/ may terminate the Contract atits sole discretion in such event that it provides the Contractor with written notice of Cnntmdu/o 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 onnn*xduokm.illustrative list o[instances that shall beconsidered abreach bvthe Contractor: m. Defaults onunobligation under the Contract; b. Fails toperform any material obligation required under the Contract; o. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally-i m posed, 30-day notice; o. Makes anassignment for the benefit nfcreditors; t Fails to follow the sales and use tax certification requirements of the State of Washington; Incurs a delinquent Washington tax liability; O. h. Becomes aState mFederally debarred Contractor; i. Is excluded from federal procurement and non -procurement Contracts; '. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract; k. Fails to maintain the confidentiality of the City information that in considered to be Confidential |nfonnaUnn, proprietary, orcontaining Personally Identifiable Information; i Contractor performance threatens the health or safety of a City, County or municipal employee; or 1zzz«Bus Engine Heaters with Install -Transit Page sof7 Termination for Convenience The City may terminate the Contract, without cause, byproviding 30days written notice of termination. In the event oftermination 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 numineo. In this evnnt, compensation for such partially completed services shall be no more than the percentage of completion of the services mquested, at the nu|u 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 Fundinq In addition to the above termination provisions, if the funds upon which the City relied to establish this Contract are withdrawn, reduced, mlimited, orif additional mmodified conditions are placed onsuch funding, the City may terminate this Contract byproviding at least five business days written notice 0othe Contractor. The termination shall be effective on the date specified in the notice of termination. 18. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of 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 ouononsfb| 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. 19. Re -Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinonno.maym-awonddhecontmothn(honmdmootnaoponoib|nBiddnr*iMhin12Odayx8nmohgino|awand. When m 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 bvthe City for cause aoherein provided,the City reserves the right tom -award the contract tothe next most responsible Bidder within 12Odays from original award. 20. Force Maeure Contractor will not be responsible for delays in delivery due to acts of God, five, stdkon, ooidnmico/pundemico, war, hcd, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. NurmoUy, in the event orany such delays (acts or God, etc.) the date ofdelivery will be extended for period equal to the time lost due tothe reason for delay. 21. Governing Law This Contract shall bngoverned byand construed inaccordance with the laws of the State of Washington. 32. Venue The venue for any judicial action to enforce orinterpret this Contract shall lie in a court ofchmpeten( jurisdiction in Yakima County, Washington. 23. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that he/she has been fully authorized by Contractor hoexecute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 24. Change orNotice Any alterations, including changes to the nature of the service, made to the Contract shall berendered inwriting and signed by both responsible parties; no changes without such signed documentation uhuU be valid. No a|benuUona 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. 12224 Bus Engine Heaters with Install - Transit Page 6 of 7 In no event shall the Contractor be paid or be onUUad to payment for services that are not authorized herein or any properly executed amendment. Notice ofBusiness : 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 tuthe 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 oo|o discretion of the Qty, either substantially and unreasonably on|urgou the Contractor's duties hereunder, or renders pedbnnanco, enforcement or compliance with the totality of the Contract impossible, patently unmoannab|e, or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses oa City nfYakima Purchasing Christina Payer, Buyer U 128North Second Street Yakima, WA 98901 TO CONTRACTOR: Peak Industrial Inc 1602RudNnRd Yakima, WA 98901-4030 25. FTARequirements and Changes The Contractor shall at all times comply with all applicable Federal Transit Administration (FTA) regulations, policies, procedures and directives. The Contractor's failure to so comply shall constitute a material breach of this Agreement. 26. Federal Funding On the basis of the federal funding that may be part of the funding for the goods and services provided by the Contractor under this Agreement, and to assure compliance with all fodom| regulations associated with services compensated with |ednm| funds, the Contractor must also comply with the opnuifiu provisions of Common Rule, the Dffion of Management and Budged /0M8\ 2 CFR 200, and the Federal Transit Administration /FTA\ mgu|adiono, policies, procedures and dimntivon, which are fully incorporated herein. The Contractor's failure to so comply shall constitute a material breach of this Agreement. If there is any conflict between the bonnn expressed in this primary Agreement and those set forth in 2 CFR 200 and/or the FTA requirements, the terms and conditions of the most stringent clause shall prevail. 27. Survival The foregoing sections ofthis Contract, 1-27 inclusive, shall survive the expiration or termination of this Contract in accordance with their henne. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the date last written below. PEAK INDUSTRIAL INC Q' ��� �e�.'4 Date.� CITY CONTRACT m07.9 RESOLUTION NO:— ,� _ _ City Clerk . 1z2z°�_s Enmneneaoowith Install ^ransi~�u�~w�� Page 7of7 (Specifications) Yakima, Washington August 3O,2022 Dear Sir orMadam: Subject: Bid No. 12224 Bus Engine Heaters with Install Addendum No. 1 — Questions/Answers regarding buses 0 (509) 576-6083 Questions: 1. Do you know if all 16 busesG|LUG buses? Answer: Yes, all buses are G0U' 2. 0oyou have the last 6oftheV|Nforthenn? Bus Number y|N 'Bus Number V|N Bus39 8usG7 183168 'Bus GO _178505 � _'Bus 68 186224 'Bus G1 178506 ' _Bus G9 186225 'Bus 62 178507 8us7O 186336 ~ Bus63 178508 ^ Bus 71 180869 .Bus 64 178509 ' Bus 72 188870 Bus66 183166 �8us73 188871 + �� QuxGG 183167 Bus74 188872 Please acknowledge receipt ofthis addendum mnthe Cover Sheet, page two /2iofthe Bid document. Ifyou have any questions please contact rneat(5O9)S76-6G96, Sincerely, Christina Payer, Buyer U City of Yakima Purchasing DC: Kerry Jones, Fleet and Facilities Manager Matt Kruger, Equipment Supervisor File xx(sny)s7s'oO93 m(su9) 576'6696 p(soy)s7a'6394 cchnstina.pave,@vaNmawm.Vov xxwww.vakimawm.gov/senxces/purchaunm City mfYakima NOTICE TO BIDDERS BUDl2224 Notice is hereby given by the undersigned that electronic sealed Bids will be accepted via Pub|icPunchose.conm until the hour of 11:00:oO AM PST on Septenmber9, 2022. Bids will be publicly opened in Yakima City Hall, Council Chambers, 129 N. 2nd Street Yakima, Washington 98301. At such time, Bids will bepublicly read for: Bus Engine Heaters with Install Instructions to register with Pub|icPurchase.onno are available at xxvvvv.yaNnnawe.00x/services/purchosing. The City of Yakima reserves the right to reject any 8' all B|Ds. The City hereby notifies all Bidders that it will affirmatively ensure compliance with WA State Law Against Discrimination (RCVV chapter 49.60) & the Americans with Disabilities Act (42USC121O1etset.) The City of Yakima has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the Department of Transportation (DOT)49CFRPart 36. |tisthe policy ofthe City toensure that DBE's,asdefined in 49 CFR Part 26, have an equal opportunity to receive and participate in DOT - assisted contracts. The [it's current goal proposes that 096 of all DOT funds expended in DOT -assisted contracts will be let to certified DBE firms that are available, willing, and able. The City ofYakima hereby notifies all proposers that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against onthe grounds ofrace, color, sex, sexual orientation, or national origin in consideration for an award. Dated August 2D 2022. Publish onAugust 36and August 38,2022 Christina Payer, Buyer U 12224 Bus Engine Heaters with Install -Transit Page I of 48 CITY OF YAKIMA INVITATION TO BID 12224 COVER SHEET THIS IS NOT AN ORDER BID Release Date: August 26, 2022 Bid Receipt: Bidders must first register with PublicPurchase.com and Bid shall be completely uploaded into PublicPurchase.com no later than the date and time listed below. Register as early as possible and do not wait until the due date to upload your documents, as this may take some time. Late Bids will not be accepted or evaluated. If you try to submit a Bid late, the electronic system will not receive it. Bid openings are public. Bids shall be firm for acceptance for ninety (90) days from date of Bid opening, unless otherwise noted BIDS ARE ONLY RECEIVED THROUGH PUBLICPURCHASE.COM Purchasing For: City of Yakima Transit 2301 Fruitvale Blvd. Yakima, WA 98902 Bids Must be completely uploaded by: September 9, 2022 at 11:00:0o AM PST Public Opening El Buyer in charge of this procurement (Contact for further information): Christina Payer, CPPB Buyer II Phone E-Mail Address (509) 576-6696 Christiria, payeryakrnawa.qov PROJECT DESCRIPTION SUMMARY Bus Engine Heaters with Install for 16 Transit Buses 1:1 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 Name of Authorized Company Representative (Type or Print) Signature of Above Date Company Address Title Email Address Phone ( Fax 12224 Bus Engine Heaters with Install - Transit Page 2 of 48 Invitation to Bid #12224 I. Contents II. GENERAL INFORMATION 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Price Clarifications 12. Expansion Clause 13. Warranty 14. 15. 16. 17. 18. 19. Payments............................................................................................. 20. Payment Method - Credit Card Acceptance 21. Acceptance of Terms 22. Sales Tax 23. Tax Revenues....................................................................................... 24. Clarifications and/or Revisions to Specification and Requirements 25. Incurring Costs 26. No Obligation to Contract 27. Retention of Rights 28. Points Not Addressed 29. Materials Bought from Different Supplier 30. Errors and Omissions.........................................................................:: 31. Changes III. PREPARING AND SUBMITTING A BID ... ........ .......a 9 1. General Instructions 2. Submitting a Bid 12224 Bus Engine Heaters with Install -Transit Purpose Contracting Agency and Point of Contact Newand Unused.......................................................................... ............. Best Modern Practices Equal/Approved Equal Exceptions........................................................................................... ._...,.,.a,, More or Less Use of Unapproved Substitutions Contract Term Pricing and Discount Warranty Coverage Permits Regulations and Codes PromptPayment.............................................................................. Deviations Page 3 of 48 .5. .9 9 3. Prohibition ofBidder Terms & Conditions ....... ~~==~,1O 4. Multiple Bids ~~~_'__.__-_~.^-~~ O 5. Withdrawal of Bids ........................................ -_,e_`_~_---_,_~._~^_,"^---.�-°_--,~_~°=-1O K( BIDDERS CHECKLIST ���� .......1D V. EVALUATION AND CONTRACT AWARD .............. .~°~~-._.=`_-.--~~�,.-_~._,_^�_.__"°-~^,.__._,,"^~,,_,__~.,1O 1. Bid Evaluation: .......................................................... ___...... ,........ _,.__.__,."___1O 3. Protest Procedure - ~-.- 11 4. Sample Contract and Terms and Conditions___..... VI. SCOPE OFWORK °'`_�__',_,~___~'__~___,_,-__,~,=.,~_,=,_^-12 1. Engine Heaters ............................................. .�_,�__....... f~_,.___�_..__._w�...... ��_____�_,32 D. Installation Location ........ ...... ~°°.... 12 3. Delivery/Completion ........ 4. Delivery Acceptance ........ 5. City ofYakima ER - Points ofContact ........ _=�_~_,~,°^~,~,_°__`°,~°'_�°,`~=__,__.,,_._.___,=1� 8. Project Feedback ...--__..-.^_.~._~_^=....... -"........... ~__~_....... j3 \4i BID FORM ~,__`,~,~___,~,,~_^~,_,,_^_,_,_^,�_,�~_,~,............. °=..... 14 \4U. CONTRACTOR QUESTIONNAIRE ����'��_�_��_..,_��_���__Y_�_��__,�~�__15 |)(. CONTRACTOR REFERENCES ,,,__~,_,,,,_.~~~=..,..,~'.~_.~~~.......... ~~........... .~_~,^,~_...... i7 )(. SAMPLE CONTRACT X|. SAMPLE INSURANCE °...... ...... ATTACHMENT A - Federal Funding ............................... 12224 Bus Engine Heaters with Install -Transit Page 4 of 48 INVITATION TO BID # 12224 Bus Engine Heaters with Install TI Purpose It is the intent and purpose of these specifications to describe Bus Engine Heaters with Install 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. Where "NO EXCEPTIONS" are shown, none will be allowed. No exceptions will be considered that may tend to devalue the equipment or give an individual bidder who is offering a lesser item a distinct advantage. 12224 Bus Engine Heaters with Install - Transit Page 5 of 48 7. More mrLess 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' Use mfUnapproved Substitutions Contractors are authorized to only use those items covered by the contract. If review by the [by 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 between the date of delivery and 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. 9. Contract Term See Section 3 of Contract 10. Pricing and Discount The City qualifies for governmental discounts. Unit prices shall reflect these discounts. 11. Price Clarifications The [hY reserves the right to clarify any pricing discrepancies related to assumptions onthe part ofBidders. 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., go|, 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. Any increase proposed shall be submitted to the Buyer listed on page 2, thirty(3O) 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. 12. Expansion Clause Any resultant contract may befurther expanded bxthe Purchasing Manager inwriting toinclude 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, ifboth parties agree. 13. Warranty Unless otherwise specifically stated by the Bidder, all goods and services furnished shall be warranted against defects or faulty workmanship and materials by the Contractor for one (1) year following inspection and acceptance of the products by the City. Warranty shall include all costs incurred, including shipping, for repair or replacement except that which isdamaged bymisuse nrabuse. This mne'(1)year warranty shall innoway affect normal extended or manufacturer's warranty exceeding this one (l) year 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 12224 Bus Engine Heaters with Install -Transit Page 6 of 48 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 one (1) year from the date it is delivered. All implied and expressed warranty provisions of the Uniform Commercial Code are incorporated into this Agreement. Contractor further warrants that no violation of any federal, 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. 14. 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. 15. Permits All necessary permits required to perform work are to be supplied by the Contractor at no addition cost to the City. 16. 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. 17. 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 18. 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. 19. 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. 20. 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. 12224 Bus Engine Heaters with Install - Transit Page 7 of 48 No price changes or additional fee(s) may be assessed when accepting the procurement card as a form of 21. Acceptance mfTerms Acceptance of 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. 22, Sakes Tax The City ofYakinna'sSales Tax rate iscurrently 8.396. However, the amount Vfsales tax will not beconsidered in determining which bid is the lowest and best bid. 23. Tax Revenues RCVV 3930.040 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. 24' Clarifications and/or Revisions toSpecification and Requirements If Bidder discovers any significant anmbiQuity, error, conflict, discrepancy, omission, or other deficiency in this solicitation, the Bidder has a duty to immediately notify the Buyer ofsuch concern and request modification or clarification ofthe BID document. Unless instructions are specifically provided elsewhere in this document, any questions, exceptions, or additions concerning the subject matter of the 8|D 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. |nthe event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this 8|[\ supplements or revisions will be provided to all known Bidders in the form of an Addendum. All Addenda are posted on vvvvxv.yakimavva.00v/services/purchasing and sent directly to interested parties who have registered (per instructions onvvebsite)for updates tothis BID. If any requirements of the BID are unacceptable to any prospective Bidder, they may choose not to submit a Bid. 25' 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 presentation, in facilitating site visits orany other activities related to responding to this BID. 26. No Obligation tmContract This BID does not obligate the City to contract for xervice(s), or product(s) specified herein. City reserves the right to cancel or reissue this 8|D in whole or in part, for any reason prior to the issuance of Notice of Intent to Award. The City does not guarantee to purchase any specific quantity ordollar amount. Bids that stipulate that theCityshaUguaranteeospecificquantityordoUaramountvviUbedisqua|ified(e.g."aU'or-none") 27. 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 he bound to accept the low bid. 12224 Bus Engine Heaters with Install -Transit Page 8 of 48 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. 28. 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. 29. Materials 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 • Acts of God Strikes Fire • Inability to secure component materials 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. 30. 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. 31. 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. 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. 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 12224 Bus Engine Heaters with Install - Transit Page 9 of 48 www.publiCPLirchase.com or the City ofYakima vvebsite 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 ofany 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 (RCVV42.56 et seq.) All sections of the response shall be made available to the public immediately after contract opening. 3. Prohibition ofBidder Terms & Conditions ABidder 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. G. Withdrawal mfBids Bidders may withdraw or supplement their Bid at anytime up to the bid closing date and time. If 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. 1, .:U* C, ��Ll T Bidder must complete and upload, as part of their Bid submittal,submittal,eallrequired forms listed below in accordance withSection III - Preparing and Submitting a Bid. 1' *, Cover Sheet/Signature Page Page ^, Contractor Questionnaire Pagex1S-16 • Warranty Information Page6'7 .0 Contractor References Page17 •. Bid Form Pageo14 w Relevant Federal Certifications page2S-48 T1 0 0 I ag Bid Evaluation: The evaluation and selection of Bidder will be based on the information submitted in the Bid. Award will be made to a responsible Bidder with the lowest responsive Bid. Evaluation of Bids and determination of Bidder responsibility shall be based on past experience with Bidder, proposed manufacturer's service availability, parts availability, equipment design and functionalism, effect on productivity, and Bidder's supporting documentation. 12224 Bus Engine Heaters with Install -Transit Page 10 of 48 2. Offer lnEffect for Ninety (90)0aym 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 rees by submittal of � 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: maria.mayhue(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. 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. 12224 Bus Engine Heaters with Install - Transit Page 11 of 48 V1.SCOPE OF WORK The city of Yakima Transit Division received grant funding to purchase and install sixteen (16) ou|d weather engine heaters 1obeinstalled onsixteen (16)diesel fixed -route buses. Buses are 34Vand also have asplit cooling system. 1. Engine Heaters Cold weather engine heaters to be Thermo Pro 90 Compact k]1 24V— Part Number SO110QlAand shall be bid VVebastoorApproved and Acceptable Equal. Standard Kit to include ° Heater • Integrated Control Unit • Fuel Metering Pump DP4Z • Circulation Pump U4#4U * On/Off Switch w Wiring Harness * Fuel Standpipe • Fuel Line � Exhaust System � Installation Hardware � |nstaUation/Openg)on|nstzucdono ZYpar/Z,OOUHour Limited Warranty 2. Installation Location Work can be completed at the contractor's location or at city of Yakima Equipment Rental (ER) Facilities; located at23O1Fruitva|e8|vd,Yakima VVA 98902. Installation atCity Location 0 Work hours for this project will be7anmtm7pn\Monday through Friday. Contractor will need toprovide their own tools. Upon receipt of parts, contractor will schedule date/time with city ER staff to complete the install at the city location. Installation mtContractor's Location * If needed, arrangements can be made with ER staff to assist with transporting buses to and from contractors location. o This will befor local areas only (Yakinna, 8e|ah, Union Gap) * Upon receipt of parts, contractor will contact city ER staff with date/time for install. |fcity assistance is requested, arrangements for transport can bemade atthis time. 3. Delivery/Completion Each bidder is required to list on the Bid form the number of calendar days he/she expects delivery to be made at the destination, in terms of time interval, following placement of order. Time of delivery/completion is important and will beconsidered inthe evaluation ofthe Bids. Failure toinclude aspecific number ofcalendar days may besufficient grounds for rejection ofBid. The city anticipates the turn -around time for projection completion to be S months. This will be from the time contractor receives parts and is ready to install. Please indicate estimated lead time for parts mnbid form. The city anticipates that each bus will only be out of service for 3 to 4 days to complete install. 4. Delivery Acceptance Delivery will be accepted by the City of Yakima F(]8 Equipment Rental Division between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday, ready for regular and safe operation. The successful Bidder's personnel 12224 Bus Engine Heaters with Install - Transit Page 12 of 48 making the delivery shall instruct City personnel in maintenance and proper operation of the equipment prior to their departure from the delivery site. All equipment shall have complete pre -delivery setup and service. If city ERstaff is transporting bus, delivery acceptance will be completed prior tostaff leaving contractors location. 5. City mfYakima ER—pointsmfComtact Primary Contact Matt Kruger, Equipment Supervisor 509-576-6467 Secondary Contact (after 2:3Opno) Tom Cyr, Lead Mechanic 509-576-6463 8. Project Feedback Please direct any questions or need for further clarification to the buyer listed on page 2 of the bid specifications. In order to help expedite and streamline the installation process, all questions and 12224 Bus Engine Heaters with Install -Transit Page 13 of 48 VII. BID FORM INVITATION TO BID NO. 12224 TO BIDDER: PLEASE QUOTE YOUR LOWEST PRICE, BEST DELIVERY DATE AND PAYMENT DISCOUNT TERMS FOR THE FOLLOWING. THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS AND TO ACCEPT ANY OR ALL ITEMS AT THE PRICE BID. THE CITY INTENDS TO AWARD THIS CONTRACT WITHIN NINETY (90) CALENDAR DAYS. Quote your lowest price for the following: Item No. SCHEDULE 1— Bus Engine Heaters with Install Bid Webasto or Approved Equivalent Thermo Pro 90 Compact Kit 24V (Part Number 5011081A) 2. Shop Supplies, Environmental Fee, etc. Please list out: Installation Charge per Heater 16 16 16 Price Per Unit Sub Total: WA State Sales Tax — Destination Based @ 8.3%: Total Price (without tax) Total: $ Has the Technician completed the Webasto training Enter Prompt Payment Discount: % net days Course: yes, or no. Submit documentation ..... ..... Estimated lead time for parts: Parts should be received Project Completion: Entire project will be completed and ready for install days from date of order. within days after receipt of order. Comments: 12224 Bus Engine Heaters with Install -Transit Page 14 of 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: Company's dba: (if applicable) CEO/President Name: Business License No. Number of Years Experience (Minimum of 5 Years Required) UBI No. Federal EIN No. Phone ( ) Toll Free Phone ( FAX Mailing Address City Physical Address E-Mail Address State Zip + 4 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 12224 Bus Engine Heaters with Install - Transit Page 15 of 48 CO RACTOR: CONTRACTOR QUESTIONNAIRE Is your firm a subsidiary, parent, holding company, or affiliate of another firm? Yes: Please explain: No: 12224 Bus Engine Heaters with install - Transit Page 16 of 48 1) Company Name Address (include Zip + 4) Contact Person Briefly describe experience/dates: Phone No. 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: 12224 Bus Engine Heaters with Install - Transit Page 17 of 48 AGREEMENT CITY OF YAKIMA Bid No 12224 Bus Engine Heaters with Install 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 12224 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 [XX] business days after Notice to Proceed and be complete within [XX] 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 year from its effective. So that other unanticipated orders may be placed, or so that other entities may piggyback the resulting contract, prices shall remain firm for twelve (12) months from receipt of contract award. 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 himself, and for his 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. 12224 Bus Engine Heaters with Install - Transit Page 18 of 48 7. Inspection and Production 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. Guarantee Contractor warrants the Services will be free from defects in material and workmanship for a period of one year following the date of completion and acceptance of the Services. 10. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 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 maintain 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). 12224 Bus Engine Heaters with Install - Transit Page 19 of 48 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. 11. Nondiscrimination Provision May be Superseded by Federal Civil Rights Requirements Clause (Attachment A and/or B) 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. 12. Pay Transparency Nondiscrimination Provision The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the 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. 13. 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. The City's right to indemnification includes attorney's fees costs associated with establishing the right to indemnification hereunder in favor of the City. 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 12224 Bus Engine Heaters with Install - Transit Page 20 of 48 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. 14. 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 will 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 will 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. 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. 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 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 policy shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A- 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. 12224 Bus Engine Heaters with Install -Transit Page 21 of 48 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 policy shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A- 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: Automobile Liability: Garage Liability: Garage Keepers Liability: $2,000,000 Per Occurrence $2,000,000 Annual Aggregate $2,000,000 Per Occurrence $1,000,000 Minimum Limit $200,000 Minimum Limit 15. Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions 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. 16. Contract Documents This Contract, the Invitation to Bid 12224 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. 17. Termination May be Superseded by Federal Termination Clauses (Attachment A and/or B) 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: 12224 Bus Engine Heaters with Install - Transit Page 22 of 48 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. 18. 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. 19. 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 Bidder 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 Bidder within 120 days from original award. 12224 Bus Engine Heaters with Install - Transit Page 23 of 48 20. 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. 21. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 22. 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. 23. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that he/she has been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 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: City of Yakima Purchasing Christina Payer, Buyer II 129 North Second Street Yakima, WA 98901 TO CONTRACTOR: 25. FTA Requirements and Changes The Contractor shall at all times comply with all applicable Federal Transit Administration (FTA) regulations, policies, procedures and directives. The Contractor's failure to so comply shall constitute a material breach of this Agreement. 26. Federal Funding On the basis of the federal funding that may be part of the funding for the goods and services provided by the Contractor under this Agreement, and to assure compliance with all federal regulations associated with services compensated with federal funds, the Contractor must also comply with the specific provisions of Common Rule, the Office of Management and Budget (OMB) 2 CFR 200, and the Federal Transit Administration (FTA) regulations, policies, procedures and directives, which are fully incorporated herein. The Contractor's failure to so comply shall constitute a material breach of this Agreement. 12224 Bus Engine Heaters with Install - Transit Page 24 of 48 If there is any conflict between the terms expressed in this primary Agreement and those set forth in 2 CFR 200 and/or the FTA requirements, the teals and conditions of the most stringent clause shall prevail. 27. Survival The foregoing sections of this Contract, 1-27 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the date last written below, CITY OF YAKIMA City Manager Date: [ENTER CONT - CTOR NAME] By: Date: Attest: (Print name) City Clerk 12224 Bus Engine Heaters with Install - Transit Page 25 of 48 EXHIBIT A EXHIBIT B SPECIFICATIONS CONTRACTOR'S BID FORM 12224 Bus Engine Heaters with Install - Transit Page 26 of 48 XI. SAMPLE INSURANCE CERTIFICATE OF LIABILITY INSURANCE 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: It tea I erttncate Molder 1e an ADDITIONAL NSURED, t If SUBROGATION IS WAIVED. subject to the termer and condttlone of the tt11a oerlt ata ©oea not confer rights to the certlllcate holder In Hen o INSUR44 tCEAGENT ISSUING CERTIFICATE INSURED Ensty Insured Acidness T1ONAL INSURED pmVlelone or ha endorsed. y. certain polities may raqulrt an endoreemenl. A statement on E AGENT INFORMATION YAK ear. IrA. UMBER: REVISION NUMBER: UCtES QF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD Y RF_QUIREMENIa, TERM OR CONDITION OF AIY CONTRACT OR OTHER DOCUMENT NTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED CR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIM DESCRIBED HEREIN 10 SLSJECT TO ALL THE TERMS, D1CLUSICNSAND COMMONS OF SUCH POLICES,_ LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. , 4.-euter JilkigisM1 s '(L Y 4n I TY X COHSIERCIAL GENERAL Es#MLE ICI OCCUR LYAIT APPLES PER r:Pro- TO ONLY 4Pr6Y LLA Ii LIAO Garage Lladllltyr Garage Reapers Llaelllty The CI1y nr Yaelnla ;Ste attached Add DATE T DATE m+F DATE DATE H 000 100000 1 s 5,000 NN la f_ s 1,000,000 2.000.900 2.0e0.000 Dtr M UR'Y p e ■LL+fl,ll €Ae POUCY NUMBER POUCY NUMBER POUCY NUMBER STOP GAP, EL ONLY POUCYNUMBER .000 1,1350,000 000 CERTIFICATE HOLDER City ofYakima Purchasing Department 129 N.2nd St. Yakima. WA NMI CANCE„11AT1CN SHOULD ANY OP THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS_ AUTHORS REPIRSINIA l►E SIGNATURE eD 1988-2015ACORD CORPORATION Alt rights reserved. ACORD 25 (20161031 The ACORD name and logo are registered marks of ACORD 12224 Bus Engine Heaters with Install -Transit Page 27 of 48 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG20100704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Yakima. iI agents. employees. authorized volunteer's. elected and appointed officials are included as Primary/Non-Contributory additional insured. Information required to IS A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organizatiOn(s) shown in the Schedule. but only with respect to liability for "bodily iritirr, "property damageor 'personal and advertising injury' caused, in whole a in pal. by 1. Your acts or omissions. or 2. The acts or omissions of those acting on your behalf; in the perfcenance of your ongoing operations far the aciditIonal insured(sj at the location(sj desig- nated above. CG 20 10 07 04 L Covered Operations lil be shown in the Declarations. B. With respect to the insurance afforded to these additional insureds, the following addibonal exclu- sions apply This insurance does not apply to "bodily injury or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury cx damage arises has been put to its in- tended use by any person or * * *abort °tier than another contractor or su ntractor err gaged in performing operations far a principal as a pest of the some protect. @ISO Properties, Inc., 2004 Pagel of 1 0 12224 Bus Engine Heaters with Install - Transit Page 28 of 48 ����������][ ^, ~~ Fes K�raU Fun -~n 2 C � FR 200 Procurement Standards for when utilizing Federal 200.318 General procurement standards. 200.319CompeUUon. 200'320Methods ofprocurement hobofollowed. 200.321 Contracting with anmmU and nninohb/ buaineaeeo, wornan'o business onborphomm. and labor surplus area firms. 2m0'322Procurement ofrecovered materials. 2@0.323Contract cost and price. 200'324Federal awarding agency orpass-through entity review. 200'325Bonding requirements. 200'326 Contract provisions. 1. General procurement standards. (Adapted from §2OO.318) A. Conform �toxFederal i'Law: The City uses its own documented procurement procedures which reflect applicable 8bote. local, |ewm and regu|mdona, providing for procurements that conform to applicable Federal |ovv and the standards identified inthese Procurement Standards. G. Oversight: CiAttorney ty shall maintain oversight when procuring Equipment, Materials, Services and Limited Public VVorho, to ensure that contractors padbnn in accordance with the temna, cond C. Conflict of Ulbeneat City maintains written standards ofconduct covering conflicts ofinterest and governing the ooUono of its employees engaged in the oeleoUon, ovvand and administration of contracts in the City. In addUUon, no onnp|oyae, officer, or agent may participate in the se|modon, awand, or administration of contract supported by o Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the emp|oyaa, ofUoer, or agent, any member ofhis or her immediate fami|y, his or her partnor, or an organization which mrnp|oym or is about to employ any of the parties indicated hmrein, has a financial or other interest in or tangible personal benefit from afirm considered for ocontract. The officeno, mmp|oyeen, and agents of the City may O. Organizational Conflicts of Interest: If the City has a parent, offi|imha, or subsidiary organization that is not m ubsba, subsidiary organization, the City entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. E. City must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain o more economical purchase. Where opprophate, an analysis will be made oflease versus purchase a|bannativeo, and any other appropriate analysis to determine the most economical approach. F. greater economy and efficiency, and in accordance with efforts to promote cost-effective use of shared services across the Federal Government, the City is encouraged to enter into state and local intergovernmental agreements orinter-entity agreements where appropriate for procurement oruse ofcommon orshared goods and services. G. use Federal excess and ouqduu property in lieu ofpurchasing new equipment and property whenever such use is feasible and reduces project costs. H. Value The City is encouraged to use mdum engineering dauuou in contracts for construction projects of sufficient size to offer rmaoonotdm opportunities for coat reductions. Value engineering is o systematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall |ovvmr L The City must award contracts only to responsible contractors possessing the ability to perform successfully under the hanno and conditions of proposed procurement. Consideration will be given to such matters aacontractor inte0rity, compliance with public po|ioy, record of past porfonnanoa, and financial and technical resources. See also §2OO.213Suspension and debarment. J. The City must maintain records sufficient to detail the history of procurement. These records will indude, but are not necessarily limited to the following: rationale for the method of procurement, selection ofcontract type, contractor selection or rejection, and the basis for the contract price. K. Time and Materials Contracts: The City entity may use a time and materials type contract only after a determination that no other contract io suitable and if the contract includes o ceiling price that the contractor exceeds at its own risk. Time and materials type contract means a contract whose cost to a City is the sum of: i The actual cost ofmaterials; and ii Direct labor hours charged at fixed hourly rates that reflect wages, general and administrative expenses, and L. CeUinpPrice: Since this formula generates an open-ended contract price, atime-mnd+natahm|o contract provides no positive profit incentive to the contractor for cost oonhn| or labor efficiency. Tharmforo, each contract must set ceiling price that the contractor exceeds atits own risk. Further. the City awarding such ocontract must assert a high degree of oversight in order to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. M. Issues: The City alone must be reoponoible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative ieoumo arising out of procurements. These issues ino|ude, but are not limited to, source evaluation, pruhaoto, dioputms, and claims. These standards do not relieve the City ofany contractual responsibilities under its contracts. The Federal awarding agency will not substitute its judgment for that of the City unless the matter is primarily a Federal concern. Violations of law will be referred to the |noe|, obabo, orFederal authority having proper jurisdiction. [78 FR 78809. Dec. 26. 2013. as amended at78 FIR 75885. Dec. 19, 2814; 80 FR433O0. July 22. 2015] 12224 Bus Engine Heaters with Install -Transit Page 30 of 48 2. Competition. (Adapted from § 200.319) A. Full and Open Competition: All procurement transactions must be conducted in a manner providing full and open competition consistent with the standards of this section. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: B. unreasonable Reourements: Placing unreasonable requirements on firms in order for them to qualify to do business; C. Unnecessary Experience and Bonding: Requiring unnecessary experience and excessive bonding; D. Noncompetitive Pricing: Noncompetitive pricing practices between firms or between affiliated companies; E. Noncompetitive Contracts: Noncompetitive contracts to consultants that are on retainer contracts; F. Organizational conflicts of interest: G. Brand Name: Specifying only a "brand name" product instead of allowing "an equal" product to be offered and describing the performance or other relevant requirements of the procurement; and H. Arbitrary Actions: Any arbitrary action in the procurement process.. I. Geographical Preferences: The City will conduct procurements in a manner that prohibits the use of statutorily or administratively imposed state, local, or tribal geographical preferences in the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. J. The City ensures that all solicitations Incorporate a clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description must not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a "brand name or equivalent" description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offers must be clearly stated; and Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. iii. The City ensures that all prequalified lists of persons, firms, or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. Also, the City must not preclude potential bidders from qualifying during the solicitation period. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 12224 Bus Engine Heaters with Install -Transit Page 31 of 48 3. Methods mfprocurement to be followed. (Adapted from 82UO.32OThe City must use one of the following methods of procurement. A. the acquisition ofsupplies orservices, the aggregate dollar amount of which does not exceed the micro -purchase threshold (§ 200.67 Micro -purchase). To the extent practicable, the City must distribute micro -purchases equitably among qualified suppliers. Micro -purchases may be awarded without soliciting competitive quotations if the City considers the price to be reasonable. B. Procurement by small purchase procedures. Small purchase procedures are those relatively simple and informal procurement methods for securing oonAcea, oupp|ioo, or other property that do not cost more than the Simplified Acquisition Threshold. If small purchase procedures are used, price or nyba quotations must be obtained from on adequate number ofqualified sources. C. Procurement sealed Bids are publicly solicited and ofirm fixed price contract (lump sum or unit price) is awarded to the responsible bidder whose bkd, conforming with all the nnmteha/ bamna and conditions of the invitation for bids, in the lowest in price. The sealed bid method is the preferred method for procuring conotruoUon, if the conditions in paragraph (J)(i) of this section apply. i. In order for sealed bidding to be haaoib|m, the following conditions should be present: 1) A complete, adequate, and realistic specification or purchase description is available-, 2) Two or more responsible bidders are willing and able to compete effectively for the business; and 3) The procurement lends itself to a firm fixed price contract and the selection of the successful bidder can bemade principally onthe basis ofprice. 4) |fsealed bids are used, the following requirements apply: a) Bids must be solicited from an adequate number nfknown aupp|iero, providing them sufficient response time prior to the date set for opening the bids (11 days for the City in 2 issues and 13 days for the County in2ioaueo). The invitation for bids must bepublicly advertised; b) The invitation for bide, vvhkzh will include any specifications and pertinent mttoohmonto, must define the items or services in order for the bidder to properly respond; n) All bids will beopened a1the time and place prescribed in the invitation for bids, and opened d) A firm fixed price contract award will be made in writing to the lowest responsive and responsible bidder. Where specified in bidding documents, factors such as discounts, transportation cost, and life oyo|o costs must be considered in determining which bid is lowest. Payment discounts will only be used bodetermine the low bid when prior experience indicates that such discounts are usually taken advantage of; and sA Any orall bids may terejected ifthere iaasound documented reason. O. Procurement by competitive The technique of competitive proposals is nonnm|k/ conducted with moren one submh�n - ` n offer, d ohbera fixed price oroou�neimbureennenttype 'ntnact is awarded. It in genanm|k/ used when conditions are not mppnnphmtm for the use of sealed bids. If this method is used, the following requirements apply: i Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Any nooponoo to publicized requests for proposals must be considered to the maximum extent practical; 1ZZz«Bus Engine Heaters with Install -Transit Page y2of48 ii. Proposals must be solicited from an adequate number of qualified sources; ii. The City must have a written method for conducting technical evaluations of the proposals received and for selecting recipients; iv. Contracts must be awarded to the responsible firm whose proposal is most advantageous to the program, with price and other factors considered; and v,. The City may use competitive proposal procedures for qualifications -based procurement of architectural/engineering (A/E) professional services whereby competitors' qualifications are evaluated and the most qualified competitor is selected, subject to negotiation of fair and reasonable compensation. The method, where price is not used as a selection factor, can only be used in procurement of NE professional services. It cannot be used to purchase other types of services though A/E firms are a potential source to perform the proposed effort. vi. Procurement by noncompetitive proposals. Procurement by noncompetitive proposals is procurement through solicitation of a proposal from only one source and may be used only when one or more of the following circumstances apply: 1)The item is available only from a single source; 2)The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; 3)The Federal awarding agency or pass -through entity expressly authorizes noncompetitive proposals in response to a written request from the City; or 4)After solicitation of a number of sources, competition is determined inadequate. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014; 80 FR 54409, Sept. 10, 2015] 4. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (Adapted from § 200.321) A. The City must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. B. Affirmative steps must include: Placing qualified small and minority businesses and women's business enterprises on solicitation lists (forward requests to Purchasing); ii. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources. Log onto .MDT.MT.GOV and search their database for any potential vendors. Click on "Doing Business"; Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; v. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce, and Office of Minority & Women's Business Enterprises; and 12224 Bus Engine Heaters with Install -Transit Page 33 of 48 vi. Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (i) through (ii) of this section. 5. Procurement of recovered materials. (Adapted from 82OO.322) The City must comply with section 6DO2ofthe Solid Waste Disposal Act, aaamended bvthe Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at4U CFR part247 that contain the highest percentage of recovered materials pnacUcab|e, consistent with maintaining a satisfactory |mvm| of competition, vvhmoo the purchase price of the item exceeds $10.000 or the value of the quantity acquired during the preceding fieuo| year exceeded $10.000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. [78 FR 78808. Dec. 26. 2013. as amended at78 FR 75085, Dec. 19, 2014] O. Contract cost and price. (Adapted from §2OD.323) A. The City must perform a cost or price analysis in connection with every procurement action in excess of the Simplified Acquisition Threshold including contract modifications. The method and degree of analysis is dependent on the facts surrounding the particular procurement aituotion, but as m starting point. the City must make independent estimates before receiving bids orproposals. B. The City must negotiate profit as a separate element of the price for each contract in which there is no phm* competition and in all uaooa where cost analysis is performed. To establish m fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the oontractor, the contractor's invmotmant, the amount of subcontracting, the quality of its noconJ of past porformance, and industry profit rates in the surrounding geographical area for similar work. C. Costs orprices based onestimated costs for contracts under the Federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the City. The City may reference its own cost principles that comply with the Federal cost principles. D. The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used. 7 Federal awarding agency onpass4hmmmgh entity review. (Adapted from §2OU.324) A. The City must make avai|ob|m, upon request of the Federal awarding agency or pass -through enUh/, technical specifications on proposed procurements where the Federal awarding agency or pass -through entity believes such review is needed to ensure that the item or service specified is the one being proposed for acquisition. This raximvv generally will take place prior to the time the specification is incorporated into a solicitation document. Hovvevar, if the City desires to have the review accomplished after solicitation has been developed, the Federal awarding agency orpass-through entity may still review the specifications, with such review usually limited tothe technical aspects ofthe proposed purchase. B. The City must make available upon request, for the Federal awarding agency or pass -through entity pre - procurement reviewprocurement documents, such as requests for proposals or invitations for bids, or independent cost estimates, when: L The Citv's procurement procedures oroperation fails tocomply with the procurement standards in this part; 0i The procurement is expected to exceed the Simplified Acquisition Threshold and is to be awarded without competition or only one bid or offer is received in response to a solicitation; iii The procurement, which ioexpected tmexceed the Simplified Acquisition Threshold, specifies a"brand 12224 Bus Engine Heaters with Install -Transit Page 34 of 48 The proposed contract io more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a sealed bid procurement; or u A proposed contract modification changes the scope of contract orincreases the contract amount bv more than the Simplified Acquisition Threshold. C. The City is exempt from the pre -procurement review in paragraph (ii) of this section if the Federal awarding agency or pass -through entity determines that its procurement systems comply with the standards of this part. D. The City may request that its procurement system be reviewed by the Federal awarding agency or pass -through entity to determine whether its system meets these standards in order for its system to be certified. Generally, these nav|mvvo must occur where there is continuous high -dollar funding, and third party contracts are awarded on o regular basis; E. The City may its procurement system. Such self -certification must not limit the Federal awarding agency's righttosumeybhaayobenn. Under a self -certification procedure, the Federal awarding agency may rely on written aoounynoee from the City that it is complying with these standards. The City must cite specific po|ioioo, pnocedureo, re0u|aUonn, or standards as being in compliance with these requirements and have its system available for review. 8. Bonding requirements. (Adapted from § 200.325) For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Thnmnhm|d. the Federal awarding agency or pass -through entity may accept the bonding policy and requirements of the City provided that the Federal awarding agency or pass -through entity has made o determination that the Federal interest is adequately protected. If such a determination has not been made, the minimum requirements must be as follows: A. A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid Quarmnbaa^ must consist ofo firm commitment such as a bid bond, certified ohmok, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified. B. A performance bond onthe part of the contractor for 100 percent of the contract price. A"performance bond" ioone executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. C. A payment bond on the part ofthe contractor for 100 percent of the contract price. A "payment bond" in one executed in connection with o contract to assure payment as required by law ofall persona supplying labor and material in the execution of the work provided for in the contract. 9. Federal Contract provisions. (Adapted from G2DD.32O) SimplifiedAcquisition Threshold raised bo$J50,00O The City'm contracts utilizing Federal Funding must contain the applicable provisions described in Appendix || to Pert 200--Contnamt Provisions for City Contracts Under Federal Awards, which can be viewed and copied at: http://federall.elawls.us/cfr/title2.chapterii.part2OO.appii - In addition to other provisions required by the Federal agency or non -Federal entity, all contracts made by the non - Federal entity under the Federal award must contain provisions covering the following, as applicable. KV Contracts for more than the simplified acquisition threshold currently set at s250.000. which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by Al .U�S/��19O8. must address odminiotnoUxe, uontnontuo|. or legal remedies in instances vvhevo contractors violate or breach contract terms, and provide for such sanctions and penalties ooappropriate. (B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non -Federal entity including the manner bywhich itwill beeffected and the basis for settlement. zzzz^Bus Engine Heaters with Install -Transit Page ssof4u (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract' in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60- 1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." (D) Davis -Bacon Act, as amended (40U,S.C.3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C.3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or sub -recipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Pail 5), Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not Tess than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or sub -recipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or sub -recipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C, 7401-76710 and the Federal Water Pollution Control Act (33 us. . 1251-1387), as amended —Contracts and sub -grants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with 12224 Bus Engine Heaters with Install - Transit Page 36 of 48 all applicable standards, orders mregulations issued pursuant to the Clean Air Act and the Federal Water Rd/uUun Control Act as amended (33 ' Violations must be reported to the Federal awarding agency and the Regional Office nfthe Environmental Protection Agency <EP/V. (H) Debarment and Suspension (Executive Orders 12549and 12G8Q)—Acontract award (uoo2. ,CFR .'. must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAK4).inaccordance with the OMB guidelines at implement Executive Orders12549 (3 CFRoprt��Cm��'.p"189)a���& �m�°px��^ '-- . - "Debarment and Suspension." 8AM Exclusions contains the names of parties dmbannd, auupended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (|) Byrd Anti -Lobbying Amendment --Contrantomthat apply or bid for an award exceeding $100.000 must file the required certification. Each tier certifies tothe tier above that itwill not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agunoy, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by31 U.S.C.1352.Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. Q>See §2UO.322Procurement ofrecovered materials. Dec. 26, 2013,ouamended at 79FIR 75888.Dec. 1A.2014] 12224 Bus Engine Heaters with Install - Transit Page 37 of 48 ATTACHMENT B _FTA 3 d Party Contract Clauses Federal Transit Administration 3"°PARTY CONTRACT CLAUSES FOR CITY OFYAKIKHA A.1 - Federally Required and Other Model Contract Clauses l. SECTION DELETED — NOT APPLICABLE (N/A) 3.4 4.Cargo Preference Requirements 5. SECT|ONDELETED—N/A 6.Energy ConservadonRequirements 7. SECTION DELETED— N/A 8.Bus Testing SECTION DELETED —N/A 9.� ; SECTION DELETED — N/A SECTONDELETED—N/A 11. Access to Records and Reports 12.Federal Changes 13. SECT|ONDELETED—N/A 14. Clean Air SECTION DELETED —N/A 15.Recycled Products — awards exceeding $10K 16. SECT|ONDELETED—N/A 17. SECTION DELETED —N/A 18.{Ree+vedi SECTION DELETED —N/A 19. No Government Obligation to Third Parties 20. Program Fraud and False or Fraudulent Statements and Related Acts 21.Ternminadon 22.Government-wide Debarment and Suspension (Nun'procurennent) 23.Privacy Act SECT|ONDELETED—N/A 24.Civi| Rights Requirements 25. SECTION DELETED —N/A 26.DELETED —N/A 27. SECT|ONDELETED—N/A 28.Disadvantaged Business Enterprises (DBE) 29.State and Local Law Disclaimer 30. Incorporation of Federal Transit Administration /FTA\Termos 31. SECTION DELETED —N/A 12224 Bus Engine Heaters with Install -Transit I SECTION DELETED — N/A Page soof4u 4. CARGO PREFERENCE REQUIREMENTS 46u.S.C.1241 Applicabilltv to Contracts The Cargo Preference requirements apply to all contracts involving equipment, materials, or commodities which may be transported byocean vessels. Flow Down The Cargo Preference requirements apply to all subcontracts when the subcontract may be involved with the transport of equipment, material, orcommodities byocean vessel. 8Nmde&Cla&se/LanguaRm' The W1ARADregulations at4d[FR381.7contain suggested contract clauses. The following language isproffered byFTA. Cargo Preference ' Use of United States -Flag Vessels ' The contractor agrees: o. to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant tothe underlying contract tothe extent such vessels are available atfair and reasonable rates for United Statesf|a0commercia| vessels; b.'to furnish within 2Oworking days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described e'precedinR paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, D[2O59Oand tothe FTA recipient (through the contractor in the case of a subcontractor's b0-of-1adall subcontracts issued pursuant zo.this ',contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 6. BW RGY CONSERVATION RES U111REMENTS -' -_ 42W�C. 6321 etmeq. 49 CFR Part IS Applica illtv to Contracts The Energy Conservation requirements are applicable toall contracts. Flow Dmmm The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Model Clause/Language No specific clause is recommended in the regulations because the Energy Conservation requirements are so dependent on the state energy conservation plan. The following language has been developed byFTA: Energy Conservation The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which 11. 'ACCESS TO RECORDS ApplicabilitV to Contracts" Reference Chart "Requirements for Access toRecords and Reports byType ofContracts" Flow Down FTAdoes not require the inclusion ofthese requirements insubcontracts. mNode]C|ause/Lang»age The specified language is not mandated by the statutes or regulations referenced, but the language provided paraphrases the statutory orregulatory language. zzza4Bus Engine Heaters with Install -Transit Page ynof4u Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgontee of the FTA Recipient in accordance with 49 C.F.R. 1836(i), the Contractor a0nys to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant tu49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PIVIO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.[ 5302(a)l, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator urhis authorized representatives, including any PyNOContractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)l, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307' 5309 or5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution ofhigher education, a hospital or other non-profit organization and is the FTA Recipient nra subgmntee of the FTA Recipient in accordance with 49 C.F.R. 19.48' Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a sub0mntee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1)through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. S. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions asreasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims orexceptions related thereto. Reference 49[FR18.39(i)(11). 7. FTA does not require the inclusion of these requirements in subcontracts. �Contract Characteristics /State Grantees-~ ! a. Contracts below SAT b.[omracts above $100'000/Capit al Projects Requirements for Accessto Records and Reports by Types of Contract -- Operationa I Service Contract None � None unless' �non' � �oumpetitiv e award 12224 Bus Engine Heaters with Install -Transit Those imposed on state pass thruto Contractor Construction Yes ifnon- competitive award orif funded thrul �5307/5309/ Architectural Engineering N � one None unless � non- competitiveaward ` _ Acquisition of Rolling Stock None None unless non- competitive award Page 4nof4u Professional Services None None unless i non' ) compotitive � UNon State iGrantees � - a. Contracts below SAT (g100,O00) b.[ontracts above � $100000/Copit l al Projects Sources of Authority: 149USC5325(a) 249CFR633l7 318CFR1836(i) �YeS3 =~ Those imposed on !non -state Grantee pass thruto Contractor Yes Yes z2.FEDERAL CHANGES ^ Applicabilltv,to Contracts The Federal Changes requirement applies to all contracts. ~ Yes ' Yes - I Yes �Yes Flow Down The Federal Changes requirement flows down appropriately to each applicable changed requirement. Model Clause/Language Nospecific language iamandated. The following language has been developed byFTA. Federal Changes ' Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA' as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach ofthis contract. 15.RECYCLED PRODUCTS 42 U.S.C.6962 40 CFR Part 247 Executive Order 12873 Applicabilitv to Contracts The Recycled Products requirements apply to all contracts for items designated by the EPA, when the purchaser urcontractor procures $10,000 or more of one of these items during the fiscal year, or has procured $10,000 or more of such items in the previous fiscal year, using Federal funds. New requirements for "recovered materials" will become effective May 1' 1996. These new regulations apply toall procurement actions involving items designated by the EPA, where the procuring agency purchases $10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10'UUO. Flow Down These requirements flow down toall contractor and subcontractor tiers. Model Clause/LanguaKq Nnspecific clause ismandated, but FTAhas developed the following language. Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 19._NOGOVERNMENT OBLIGATION T0THIRD PARTIES Applicability to Contracts Applicable to all contracts. Flow Down Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. Model Clause/LanguMe While nospecific language isrequired, FTAhas developed the following language. NoObligation bythe Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2)The Contractor agrees to include the above clause in each subcontract financed in whole ur)n part with Federal assistance provided byFTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject toits provisions. 2D,PROGRAM FRAUD AND FALSE OR FRAUDULENTSTATEMENTS AND RELATED ACTS 49CFRPart 311#W.S.C.lOO1 49U.S.C.5307 Applicability to Contracts These requirements are applicable toall contracts. Flow Down These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Model Clause/LanRuage These requirements have no specified language, so FTA proffers the following language. Program Fraud and False mrFraudulent Statements orRelated Acts. (1)The Contractor acknowledges that the provisions ofthe Program Fraud Civil Remedies Act u[1986'asamended, 3lU.S.[.03801 etoeq. and U.S. DOT regulations, "Program Fraud Civil Remedies'" 49 C.F.R. Part 31' apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, itmakes, itmay make, orcauses to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work isbeing performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes' or causes to be made' a false, fictitious, or fraudulent claim, statement' submission' or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. zZZZ4Bus Engine Heaters with Install -Transit Page 4Zuf48 (2) The Contractor also acknowledges that if it makes or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority uf49 U.S.C. § 5307' the Government reserves the right to impose the penalties ofl8U.5I.g1001and 49U.l[.05307(n)(1)onthe Contractor, tothe extent the Federal Government deems appropriate. (3)The Contractor agrees tn include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject tothe provisions. 21 TERMINATION 49W.S.C. Part18 FTACircular 422O'1E Applicabilitv to Contracts All contracts (with the exception of contracts with nonprofit organizations and institutions of higher educationJ in excessuf$1O,0O0 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default aowell as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down The termination requirements flow down to all contracts in excess of $10/000 with the exception of contracts with nonprofit organizations and institutions of higher learning. Model Clause/Lanxuage FTA does not prescribe the form orcontent ufsuch clauses. The following are suggestions ufclauses tobeused indifferent types of a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice tothe Contractor when it is in the Government's bet interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. b' Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Redpient)may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner ufperformance set forth inthe contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions |fContractor fails to remedy to (Recipient)'o satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach nrdefault. 12224Bus Engine Heaters with Install 'Transit Page 43 of 48 d.Waiver of Remedies for any Breach |nthe event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice' may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. t Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract' the (Recipient) may terminate this contract for default. The (Recipient) shall terminate bydelivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure tofulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient urits agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure tofulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as ifthe termination had been issued for the convenience ofthe (Redpient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension urfails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work ioterminated. This liability includes any increased costs incurred bythe Recipient )ncompleting the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. |finthe judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed' it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience ur Default (Architect and Engineering)The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature' extent, and effective date of the 12224 Bus Engine Heaters with Install -Transit Page 44 of 48 termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost -Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 22. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government -wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions." Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Clause Language The following clause language is suggested, not mandatory. It incorporates the optional method of verifying that contractors are not excluded or disqualified by certification. Suspension and Debarment 12224 Bus Engine Heaters with Install - Transit Page 45 of 48 This contract bacovered transaction for purposes of49CFRPart 29. 4asuch, the contractor isrequired toverify that none ofthe contractor, its principals, oodefined at49CFR29.995,oraffiliates, asdefined at49CFR29.9OS'are excluded or disqualified asdefined at49CFRZ9.94Uand 29.946. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR Z9'Subpart Cinany lower tier covered transaction itenters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by City of Yakima. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available toCity mf Yakima, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period ofany contract that may arise from this offer. The bidder orproposer further agrees toinclude a provision requiring such compliance in its lower tier covered transactions. 24. CIVIL RIGHTS REQUIREMENTS 42W�.C'§6102,42U�.C.012112 42W.S.C.g12132,40W�.C.§5332 AoPlicabillityMu Contracts The Civil Rights Requirements apply toall contracts. ^Mmw Down The Civil Rights requirements flow down toall third party contractors and their contracts atevery tier. Model Clause/LanRuaRe The following clause was predicated on language contained at 49 CFR Part 19, Appendix A, but FTA has shortened the lengthy text. Civil Rights - The following requirements apply to the underlying contract: (1)Non ' In accordance with Title V| of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975' as amended, 42 U.S.C. § 6102' section 202 of the Americans with Disabilities Act of 1990' 42 U.S.C. g 12132' and Federal transit law at49 U.S.C. § S33Z'the Contractor agrees that itwill not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (Z)Equal ElmA|oyrmentOpportunity The following equal employment opportunity requirements apply to the underlying contract: (a)Race, ~— 'Creed, nal Origin, Sex |naccordance vvithTitle VUufthe Civil Rights Ao�asamended, 42U.lC.§2O0Un,and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs' Equal Employment Opportunity, Department of Labur," 41 C.F.R. Parts 60etseq, (which implement Executive Order No. 11246' "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11245 Relating to Equal Employment Oppnrtunity,^4Z U.S.C. §20OUenote)' and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees totake affirmative action tn ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff nrtermination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition' the Contractor agrees to comply with any implementing requirements FTAmay issue. (b) Age ' in accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended' 29 U.S.C. 0 0 623 and Federal transit |avv at 49 U.S.C. R 5332' the Contractor agrees to refrain from discrimination against present and prospective employees for reason ufage. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 12224 Bus Engine Heaters with Install -Transit Page 46 of 48 (dDisauilities'|naocovdancovithoectionIU2oftheAmericanswithDioabi|itiesAct,axamended,42U.SI.§1Z112,theConnactor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 28. DISADVANTAGED - Background and Applicability The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE) program became effective July 16,2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on ngaina0e) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT -assisted contracting activities. 4fnrma| clause such as that below must be included in all contracts above the micro -purchase level. The requirements ofclause subsection bflow down tosubcontracts. Asubstanda| change tothe payment provisions in this newest version of Part 26 concerns retainage (see section 2629). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Clause Language The following clause language is suggested, not mandatory. It incorporates the payment terms and conditions applicable to all subcontractors based in Part 26 as well as those related only to D8[ subcontractors. The suggested language allows for the options available to grantees concerning retainage, specific contract goals, and evaluation of DBE subcontracting participation when specific contract goals have been established. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, [ode of Federal Regulations, Part 26' Participation by Disadvantaged Business Enterprises /n Department of Transportation Financial Assistance Pong/r/ns. The national 0ua| for participation of Disadvantaged Business Enterprises (DBE) is 10Y6. The agency's overall goal for DBE participation is<1%' Aseparate contract goal mf<1% DBE participation has been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Yakima deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). 12224 Bus Engine Heaters with Install -Transit Page u7of4u t7 The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the City of Yakima. In addition, [the contractor may not hold retainage from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of Yakima and contractor's receipt of the partial retainage payment related to the subcontractor's work.] e. The contractor must promptly notify City of Yakima, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Yakima. 29. STATE AND LOCAL LAW DISCLAIMER Applicability to Contract, This disclaimer applies to all contracts. Flow Down The Disclaimer has unlimited flow down. Clause/Languag_e; State and Local Law Disclaimer — The use of many of the suggested clauses are not governed by Federal law, but are significantly affected by State law. The language of the suggested clauses may need to be modified depending on state law, and that before the suggested clauses are used in the grantees procurement documents, the grantees should consult with their local attorney. 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA] TERMS FTA Circular 4220.1E Applicability to Contracts The incorporation of FTA terms applies to all contracts. Flow Down The incorporation of FTA terms has unlimited flow down. Model Clause/Language FTA has developed the following incorporation of terms language: Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 12224 Bus Engine Heaters with Install -Transit Page 48 of 48 (Contractor's Payment Schedule) V1111. BID FORM INVITATION TOBID NO. 12224 TO BIDDER: PLEASE QUOTE YOUR LOWEST PRKCE, BEST DELIVERY DATE AND PAYMENT DISCOUNT TERMS FOR THE FOLLOWING. THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS AND TO ACCEPT ANY OR ALL ITEMS AT THE PRICE BID. THE CITY INTENDS TO AWARD THIS CONTRACT WITHIN NINETY (90) CALENDAR DAYS. Quote your lowest price for the following: Item� JNo.��� Description SCHEDULEEngine -=� - 'Bid Webasto or Approved Equivalent Qty- Price Total Price _ -- . � -- (without— ~ er nit ta ]L �Thermo Pro 9OCompact Kit Z4V ] 16 (Part Number 5011081A) U2, 1 Shop Supplies, Environmental Fee, etc. Please list out: 3% environmental charge Installation Charge per Heater 14,400.00 Sub Total: � WA State Sales Tax — Destination Based @ 8.3%: Total: | $ L 58/481.83' Has the Technician completed the VVebstotraining | Enter Prompt Payment Discount: Y6net days � Course: Yes yes, or no. Submit documentation Estimated lead time for parts: Parts should be received and ready for install 90* days from date of order. Project Completion: Entire project will bacompleted within 35 days after receipt of order. �mrmnm�m��^ � [^ ,. This product will be available from the VVebasto factory in February of2O33. This was confirmed at time of bid completion. 12224 Bus Engine Heaters with Install - Transit Page mofom