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R2021-132 2021-07-26 • RESOLUTION NO. R2021-132 A Resolution of the City Council of the City of Pearland, Texas, authorizing a contract for the refurbishment and remounting -of a TL 160 ambulance box on a new chassis, from Mack Haik Dodge, in the amount of$174,425.00 through Houston-Galveston Area Council ("HGAC") cooperative. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing for refurbishing and remounting a TL 160 ambulance box has been obtained through the HGAC. Section 2. That the City Council hereby authorizes a contract for the refurbishment and remounting of a TL 160 ambulance box on a new chassis from Mack Haik Dodge, Ltd., in the total amount of$174,425.00. Section 3. The City Manager or his designee is hereby authorized to execute a contract for the refurbishment and remounting of a TL 160 ambulance box on a new chassis. PASSED, APPROVED and ADOPTED this the 26th day of July, A.D., 2021. , L2';‘,74 --.( L- VIN COLE AYOR ATT T: EAR,,A ,,,, R TAL N. ROAN, TRMC, CMC LI" .��'��Q.••• ,, NO CITY SECRETARY0 ' ,� � � APPROVED AS TO FORM: Z51.7I ;�= tot WRENCE G. PROVINS ,,,,,,,,,a,u,un,u",,,, DEPUTY CITY ATTORNEY • l. • ` City of Pearland A `' 3519 Liberty Drive Pearland,TX 77581 SERVICE CONTRACT NO. Q0721-07 New Chassis and Remount—Unit TL160 THIS CONTRACT("Contract")is entered into by and between the City of Pearland,a Texas home- rule municipal corporation ("City") and Contractor("Contractor"), and consisting of the following parts: I• Summary of Contract Terms II. Signatures 1 III, Standard Contractual Provisions IV. Special Terms and Conditions V. Additional Contract Attachments 1. Summary of Contract Terms. • Contractor: Houston Mac Haik Dodge Chrysler Jeep Ram Ltd. 11000 North Freeway • Houston, TX Description of Services: New chassis and remount for Unit TL160 Contract Amount: $174,425 Effective Date: • July 26,2021 End Date: July 25,2022 Renewals: None Resolution No/Bid No: R2021-132 II. Signatures CITY OF PEARLAND C TRAf TOR F= E 7.27.2021 Li; r • ; s[fri�i" Purcha • ff r Date Title: !�( 242 ( Date: /• I' fined by* Date • Sup Intendent/Manager Director Deputy/Assistant City Manager City Manager *City Contract Signature Authority: Superintendent/Manager—up to.$10,000 Director-$10,001 $30,000 City Manager/Deputy/Assistant City Manager-$30,001 + City Council Resolution over$50,000 • Service Contract Standard Form Page 1 of 7 Approved as to Legal Form 6.28.2021 III. Standard Contract Provisions WHEREAS, Contractor has bid to provide Services ("Services") in response to Request for Bid/Proposal or Quote No. Q2353-1 ("Solicitation"), which Solicitation includes the required scope of work and all specifications and which Solicitation and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Contract as.Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Services in accordance with the attached Scope of Work, as detailed in Attachment A, the content of which is incorporated by reference into this Contract as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Contract is for one year, with performance commencing upon the effective date or the date of issuance of the notice to proceed issued by the Contract Administrator or the Purchasing Division, or upon the performance date listed in the notice to proceed, whichever is later. The parties may mutually extend the Term of this Contract for up to 0 additional one- year periods ("Option Period(s)"), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Contract is for an amount not to exceed $174,425 subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within thirty (30) days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated, in its entirety, by reference into this Contract. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices will be emailed to the following email address with a copy provided to the Contract Administrator: City of Pearland Attn: Accounts Payable Email: accountspayable anpearlandtx.gov 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Contract, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Contract is as follows: Name: Misty John Department: PUBLIC WORKS Phone: 281-652-1946 Email: mjohn a(�bearlandtx.gov 5. Insurance; Bonds. (A) Before performance can begin under this Contract, the Contractor must deliver a Certificate of Insurance ("COI"), as proof of the required insurance coverages, to the City's Contract Administrator. Additionally, the COI must state that the City'shall be provided no less than thirty (30) days' advance written notice of cancellation, material Service Contract Standard Form Page 2 of 7 Approved as to Legal Form 6.28.2021 change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within ten (10) days of the City Manager or his designee's written request. Insurance requirements are as stated in Attachment C, the entirety of which is incorporated by reference into this Contract. (B) Contractor shall provide any required payment bond, performance bond, or both, prior to commencement of performance under this Contract. The terms, conditions, and amounts of the bonds and appropriate surety information shall be included in the RFB/RFP or as may be added to Attachment C, and such content, the entirety of which, shall be incorporated into this Contract. 6. Purchase Release Order. For multiple-release purchases of Services provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: the authorized City department or division shall send to Contractor a purchase`release order signed by an authorized agent of the department or division. The purchase release order shall refer to this Contract, and Services shall not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before. acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediatelTat no charge to the City. If immediate correction or re- working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's'bid/proposal price, shall be paid by the Contractor within thirty (30) days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Contract are new, quality items that are free from defects,fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Contract shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated therein. Attachment D,the entirety of which, is attached to this is incorporated into this Contract. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments.Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Contract including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Contract after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Contract as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Service Contract Standard Form Page 3 of 7 Approved as to Legal Form 6.28.2021 Contract. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor shall perform all work required by this Contract as an independent,contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors unless the subcontractors were identified in the bid/quote/proposal or approved by the Contract Administrator. 13. Amendments. This Contract may be amended or modified only in writing and executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Contract waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Contract must be given by hand delivery, or certified mail, postage prepaid, and is deemed received on the day hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Pearland Attn: Jacoby Perkins Title: Fleet Superintendent Address: 3501 E. Orange St., Pearlland, TX 77581 Phone: 281.924.8159 IF TO CONTRACTOR: Houston Mac Haik Attn: David Sheehy Title: Commercial Fleet Manager Address: 11000 North Freeway, Houston, TX 77037 Phone: 281.310.9520 17. Liability and Indemnity. ANY PROVISION OF ANY ATTACHED CONTRACT DOCUMENT THAT LIMITS THE CONTRACTOR'S LIABILITY TO THE CITY OR RELEASES THE CONTRACTOR FROM LIABILITY TO THE CITY FOR ACTUAL OR COMPENSATORY DAMAGES, LOSS, OR COSTS ARISING FROM THE PERFORMANCE OF THIS CONTRACT OR THAT PROVIDES FOR CONTRACTUAL INDEMNITY BY ONE PARTY TO THE OTHER PARTY TO THIS CONTRACT IS NOT APPLICABLE OR EFFECTIVE UNDER THIS CONTRACT. EXCEPT WHERE AN ADDITIONAL CONTRACT DOCUMENT PROVIDED BY THE CITY PROVIDES OTHERWISE, EACH PARTY TO THIS CONTRACT IS RESPONSIBLE FOR DEFENDING AGAINST AND LIABLE FOR PAYING ANY CLAIM,SUIT, OR JUDGMENT FOR DAMAGES, LOSS, OR COSTS ARISING FROM THAT PARTY'S NEGLIGENT ACTS OR OMISSIONS IN THE PERFORMANCE OF Service Contract Standard Form Page 4 of 7 Approved as to Legal Form 6.28.2021 THIS CONTRACT IN ACCORDANCE WITH APPLICABLE LAW. THIS PROVISION DOES NOT AFFECT THE RIGHT OF EITHER PARTY TO THIS CONTRACT WHO IS SUED BY A THIRD PARTY FOR ACTS OR OMISSIONS ARISING FROM THIS CONTRACT TO BRING IN THE OTHER PARTY TO THIS CONTRACT AS A THIRD- PARTY DEFENDANT AS ALLOWED BY LAW. , 18. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract. If either party • disputes any matter relating to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one-half of the mediator's fees. • 19. Attorney's Fees. Should either party to this Contract bring suit against the other party for breach of contract or for any other cause`relating to this Contract, neither party will seek or be entitled to an award of attorney's fees or other costs relating to the suit. - 20. Termination. (A) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City's own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (B) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default shall provide the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice,the party giving the notice of default may terminate this Contract by written notice to the other party,specifying the date of termination. Termination of this Contract pursuant this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed.by law, including any damages or costs suffered by either party. 21. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City,pursuant to this Contract. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 22. Limitation of Liability. The City's maximum liability under this Contract is limited to the total amount of compensation listed in this Contract. In no event shall the City be liable for incidental, consequential or special damages. 23. Assignment. No assignment of this Contract by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Contract by the Contractor is of the essence of this Contract, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 24. Severability. Each provision of this Contract is considered to be severable and, if, for any reason, any provision or part of this Contract is determined to be invalid and contrary to Service Contract Standard Form Page 5 of 7 Approved as to Legal Form 6.28.2021 applicable law, such invalidity shall not impair the operation of nor affect those portions of this Contract that are valid, but this Contract shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 25. Order of Precedence. In the event of any conflicts or inconsistencies between this Contract, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Contract (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 26. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Contract if required by said statute for items approved by the City Council. 27. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Contract. The applicable law for any legal disputes arising out of this Contract is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Brazoria County, Texas. 28. H.B. 89. In accordance with Chapter 2270 of the Texas Government Code, the signatory executing this contract on behalf of company verifies that the company does not boycott Israel and will not boycott Israel during the term of this contract.This clause is subject to companies with ten or more full time employees,and the contract value is $100,000 or more that is to be paid wholly or partially with public funds of the governmental entity. • 29. Public Information Act Requirements. This paragraph applies only to Contracts that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, regarding certain entities requirement to provide contracting information to governmental bodies in connection with a public information request, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 30. Entire Agreement. This Contract constitutes the entire agreement between the parties concerning the subject matter of this Contract and supersedes all prior negotiations, arrangements, agreements, and understandings, either oral or written, between the parties. IV. Special Terms and Conditions. None V. Additional Contract Documents Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Service Contract Standard Form Page 6 of 7 Approved as to Legal Form 6.28.2021 J � . Incorporated by Reference Only: Exhibit 1: Quote No. Q2353-1 Exhibit 2: Contractor's Bid/Proposal Response— N/A Service Contract Standard Form Page 7 of 7 Approved as to Legal Form 6.28.2021 ATTACHMENT A— SCOPE OF WORK Purchase of Chassis and Remount of 12' Module on RAM 4500 Diesel 4x2 Reg Cab (Unit TL160) • • ATTACHMENT B - BID/PRICING SCHEDULE _j,GACBuy CONTRACT PRICING WORKSHEET For MOTOR VEHICLES Only Contract AM10-20 Date Prepared: No.: This Worksheet is prepared by Contractor and,given to End User.If a PO is issued,both the PO and the Worksheet MUSTTherefore please type or print legibly.Therefore please type or print legibly. ng nencYg: Pearland Fire Department contractor: Mac Haik Dodge Q2353-1 HGAC Contact Chief Mark Campise Prepared Person: p By: David Sheehy Phone: Phone: 281-768-1881 Fax: Fax: 281-820-7435 Email: mcampise@pearlandtx.gov Email: dsheehy@machaikdcj.com coded Produ AM2OHEIO Description: Remount of 12'Module on RAM 4500 Diesel 4x2 Reg Cab A.Product Item Base Unit Price Per Contractor's H-GAC Contract: $83,000.00 B.Published Options-Itemize below-Attach additional sheet(s)if necessary-Include Option Code in description if applicable. (Note:Published Options are options which were submitted and priced in Contractor's bid.) Description Cost Description Cost 1086 Chassis//Suspension//LiquidSpring on Rear Axle $12,000.00 1265 Remount Module//Scene Lights//Furnish&in .1,750.00 1078 Chassis//Running Boards//ArcRite Running Board w, $1,250.00 1212 Remount Module//A/C//Fumish&install Don 7,500.00 1193 Module//PowerSource//MEPS $15,000.00 1268 Remount Module//Treadbrite//Furnish&insta 1,000.00 1076 Chassis//Paint//Paint Two Tone $6,000.00 1040 Chassis II Camera//Voyage Quad View Mirror . 1,750.00 1174 Module//Module//UV Disinfecting Lamp $5,000.00 1139 Module//Electric Locks//Entry doors&I/O 1,500.00 1220 Remount Module//Captains Chair//4pt Captains Chai $2,250.00 1141 Module//Electric Locks//Hidden Switch 250.00 1233 Remount Module//Floor//Furnish&install subfloor a $3,500.00 1091 Chassis//Valve Extenders//Valve Extenders 250.00 1066 Chassis//Heat Shielding//Heat Shielding $1,750.00 1127 Module//Conspicuity//2'x2'Conspicuity Squa: 350.00 1253 Remount Module//Paint//Two Tone 12' $18,500.00 1226 Remount Module//Conspicuity//Remove Conspicuity $750.00 1128 Module//Conspicuity//Conspicuity on the Rear of the $1,750.00 Subtotal From Additional Sheet(s): $0.00 1260 Remount Module//Power//Furnish&install Meltric s $850.00 Subtotal B: $82,950.00 C.Unpublished Options-Itemize below/attach additional sheet(s)I if necessary. ;(Note:Unpublished options are items which were not submitted and priced in Contractor's bid.) • Description Cost Description Cost graphics $3,350.00 technimount zoll $1,525.00 Subtotal From Additional Sheet(s): $0.00 plastix plus console $3,000.00 I Subtotal C: $7,875.00 Check:.Total cost of Unpublished Options(C)cannot exceed 25%of the total of the Base For this transaction the percentage is: 5% Unit Price plus Published Options(A+B). • D.Total Cost Before Any Applicable Trade-In/Other Allowances/Discounts(A+B+C) Quantity Ordered: 1 X Subtotal ofA+B+C:I $173,825.00 I = Subtotal D: $173,825.00 E.H-GAC Order Processing Charge(Amount Per Current Policy) Subtotal E: $600.00 F.Trade-Ins/Special Discounts/Other Allowances/Freight-/Installation./Miscellaneous Charges Description Cost Description Cost Subtotal F: $0.00 Delivery Dater G.Total Purchase Price'(D+E+F):. $174,425.00 . i #REF! • CONTRACT PRICING WORKSHEET Contract Date AM10-18 #REF! For MOTOR VEHICLES Only No.: • Prepared: This Worksheet is prepared by Contractor and'given to End User.If a PO is issued,both the PO and the Worksheet MUSTTherefore please type or print legibly.Therefore please type or print legibly. Baying Pearland Fire Department Contractor: Mac Haik Dodge - Q2353-1 HGAC Agency: Contact Prepared Person: Chief Mark Campise By: David Sheehy Phone: Phone: 281-768-1881 Fax: Fax: 281-820-7435 Email: mcampise@pearlandtx.gov Email: dsheehy@machaikdcj.com Product Code: Description: A.Product Item Base Unit Price Per Contractor's H-GAC Contract: • B.Published Options-Itemize below-Attach additional sheet(s)if,necessary-Include Option Code in description if applicable. (Note:Published Options are options which were submitted and priced in Contractor's bid.) Description Cost Description Cost • • Subtotal From Additional Sheet(s): Subtotal B: $0.00 C.Unpublished Options-Itemize below/attach additional sheet(s)if necessary. • (Note:Unpublished options are items which were not submitted and priced in Contractor's bid.) • Description Cost Description Cost Subtotal From Additional Sheet(s): Subtotal C: $0.00 Check:Total cost of Unpublished Options(C)cannot exceed 25%of the total of the Base For this transaction the percentage is: #DIV/01 Unit Price plus Published Options(A+B). D.Total Cost Before Any Applicable Trade-In/Other Allowances/Discounts(A+B+C) • • Quantity Ordered: X Subtotal of A+B+C: $0.00 = Subtotal D: $0.00 E.H-GAC Order Processing Charge(Amount Per Current Policy) { Subtotal E: F.Trade-Ins/Special Discounts/Other Allowances/Freight/Installation/Miscellaneous Charges Description Cost Description Cost Subtotal F: $0.00 Delivery Date: G.Total Purchase Price(D+E+F): $o.00 DocuSign Envelope ID: 10EE5F8B-E1A8-43D1-81 B6A97333930 H-GAC Houston-Galveston Area Council P.O.Box 22777 •3555 Timmons •Houston,Texas 77227-2777 Cooperative Agreement-Houston Mac Haik Dodge Chrysler Jeep Ram LTD-Public Services--ID:5661 20- 01109 GENERAL PROVISIONS This Agreement is made and entered into,by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Houston Mac Haik Dodge Chrysler Jeep Ram LTD, hereinafter referred to as the Contractor,having its principal place of business at 11000 North Freeway, Houston, TX 77037. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement; NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body,where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2:APPLICABLE LAWS The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules; regulations, directives, standards, ordinances, and laws,in effect or promulgated during the term of this Agreement, including without limitation, workers'compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3:INDEPENDENT CONTRACTOR The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of H- GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies,including employee payrolls and any. claims arising therefrom. ARTICLE 4:WHOLE AGREEMENT The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement ("Agreement")between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties. Page 1 of 7 DocuSign Envelope ID:10EE5F8B-E1A8-43D1-81; 86A97333930 ARTICLE 5: SCOPE OF SERVICES The services to be performed by the Contractor are outlined in an Attachment to this Agreement. ARTICLE 6: PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Oct 012020 and ends Sep 30 2022. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement. ARTICLE 7: PAYMENT OR FUNDING Payment provisions under this Agreement are outlined in the Special Provisions. ARTICLE 8: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement. ARTICLE 9:INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions. ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of'this Agreement or any right, title, obligation or interest it may have therein to any third party without liorior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations. ARTICLE 11:AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC. ARTICLE 12: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. Page 2 of 7 DocuSign Envelope ID:10EE5F8B-E1A8-43D1-81t 86A97333930 H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC. The right of access to records is not limited to the required retention period,but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll,payments in cash, or other evidence of disbursement of payroll payments; (2)invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements. ARTICLE 13: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period,the records shall be retained until completion of the action and,resolution of all issues which arise from it, or until the end of the seven (7)years,whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 14: CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Agreement,both parties agree that any amendment that affects the performance under this.Agreement must be mutually agreed upon. and that all such amendments must be writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein. ARTICLE 15: TERMINATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated for,Convenience or Default. A. ,Convenience H GAC,may terminate this Agreement at any time, in whole or in part,with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H- GAC,by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Agreement upon submission of thirty(30) days written notice,presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. Page 3 of,7 • DocuSign Envelope ID:10EE5F8B-E1A8-43D1-81, 86A97333930 B. Default H-GAC may,by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances: (1) if the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often(10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. ARTICLE 16: SEVERABILITY H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall.not affect any other term of this Agreement,which shall continue in full force and effect. ARTICLE 17: FORCE MAJEURE 'To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor,riot,fire,flood, acts of war,insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's,control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 18: CONFLICT OF INTEREST No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect,in this Agreement. ARTICLE 19: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally,for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may" include,but are not limited to: (a) Title VI of the Civil Rights Act of 1964(P.L. 88-352) which prohibits discrimination on the basis Of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c)the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended(29 U.S.C. § 794),which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974,'as amended(42 U.S.C. §§ 6101-6107),which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; (g)the Comprehensive Alcohol Abuse and.Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the Page 4 of 7 DocuSign Envelope ID: 10EE5F8B-E1A8-43D1-8fk 86A97333930 sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s)which may apply to this Agreement; (1) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act(33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis-Bacon Act(40 U.S.C. 276a- 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n)the mandatory standards and policies relating to.energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas,and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24)hours of knowledge thereof.,Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four(24)hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2)hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC,local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit,in carrying out a full investigation of all such incidents. • The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under this Agreement. ARTICLE 21: INDEMNIFICATION AND RECOVERY H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability,in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees,to the extent permitted by law,to defend and hold harmless H-GAC,its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action,judgements, and liens arising as a result of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement. ARTICLE 22: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Agreement, whether for breach of contract,warranty, negligence, strict liability,in tort or otherwise,but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted. In no event will Contractor be liable for any loss of use,loss of time,inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to Page 5 of 7 DocuSign Envelope ID: 10EE5F8B-E1A8-43D1-81 86A97333930 END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE 23: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement. ARTICLE 24:JOINT WORK PRODUCT This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and,in the event of airy ambiguities, no inferences shall be drawn against any party. ARTICLE 25: DISPUTES All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof,shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty(30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may,if it elects to do so, appeal the final and conclusive decision of the • Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision. ARTICLE 26: CHOICE OF LAW:VENUE This Agreement shall be governed by the laws of the State of Texas.Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 27: ORDER OF PRIORITY In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments. • Page6of7 • DocuSign Envelope ID:10EE5F8B-E1A8-43D1-81 86A97333930 SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by: Houston Mac Haik Dodge Chrysler Jeep Ram L DocuS�gned by: H-GAC ,—DoccuSS fined by: Signature VaRV Sly'ef� ` Signatur�" " 08F878D3260B44C... 82EC27005061423... Name David Sheehy Name Chuck Wemple Title FLEET MANAGER Title Executive Director Date 10/28/2020 Date 10/29/2020 r i Page.7 of 7 DocuSign Envelope ID:10EE5F8B-E1A8-43D1-81 B6A97333930 H-GAC Houston-Galveston Area Council P.O.Box 22777 •3555 Timmons •Houston,Texas 77227-2777' Cooperative Agreement-Houston Mac Haik Dodge Chrysler Jeep Ram LTD-Public Services- 20- 01109 SPECIAL PROVISIONS ' l I Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED In.addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal. ARTICLE 2: END USER AGREEMENTS ("EUA") H-GAC acknowledges that the END USER may choose.to enter into an End User Agreement("EUA)with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA,which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS.Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties,benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten(10)business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended,to the effective date of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, warranties,benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement._ H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price,warranty,benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment,than Contractor shall, within ten(10)business days,notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact•most favored treatment. H-GAC, after due consideration of Contractor's written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective Page 1 of 4 DocuSign Envelope ID: 10EE5F8B-E1A8-43D1-8[ i86A97333930 retroactively,to the effective date of the most favored agreement,to provide the same prices,warranties, benefits, or terms to H-GAC and the END USER. EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer's control[example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 4: PARTY LIABILITY Contractor's total liability under this Agreement,whether for breach of contract,warranty,negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted. v Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent.auditors, or any state or federal agency, to have been paid in violation of the terms of. this Agreement. ARTICLE 5: GOVERNING LAW&VENUE • Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H- GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC,within thirty(30) calendar days or ten (10) business days after receipt of an END USER's payment,whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including,but not limited to,Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor. ARTICLE 7: LIQUIDATED DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed,to determine terms for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: Page 2 of 4 DocuSign Envelope ID: 1 CEE5F8B-E1A8-43D1-8I 86A97333930 a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof', plus the number of days/months required to deliver any outstanding order after the close of the contract period. c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC's contractual requirements DO NOT include a Performance &Payment Bond(PPB); therefore, Contractor shall offer pricing that reflects this cost 'savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order. ARTICLE 10: CHANGE OF STATUS Contractor shall immediately notify H-GAC,in writing, of ANY change in ownership, control, dealership/franchisee status,Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement. ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, Page 3 of 4 DocuSign Envelope ID:1 CEE5F8B-E1A8-43D1-81 86A97333930 revoked, or not renewed, Contractor shall be in default of this Agreement,unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. Page4of4 DocuSign Envelope ID: 10EE5F8B-E1A8-43D1-81 86A97333930 • Attachment A Houston Mac Haik Dodge Chrysler Jeep Ram LTD Ambulances,EMS&Other Spe'Icia1 Service Vehicles Contract No.:AM10-20 H Frazer **These units can be sold both inside and outside Texas** C. Other Specialty Vehicle or Equipment AM2OHC13 Urban Command Vehicle 9'on RAM 3500 Gas 4X2 Crew Cab • $125,000.00 w/SRW AM2OHC14 Urban Command Vehicle 9'on RAM 3500 Diesel 4X2 Crew $135;000.00 Cab w/SRW. AM2OHC15 Urban Command Vehicle 9'on RAM 3500 Diesel 4x2 Crew $137,000.00 Cab w/DRW AM20HC16 Urban Command Vehicle 9'on RAM 3500 Gas 4x2 Crew Cab w/DRW $126,000.00 AM2OHC17 Urban Command Vehicle 9'on RAM 4500 Diesel 4x2 Crew Cab w/DRW J $141,000.00 • AM2OHC18 Urban Command Vehicle 9'on RAM 4500 Gas 4x2 Crew Cab $132,000.00 w/DRW AM20HC25 Urban Command Vehicle 10'on RAM 3500 Diesel 4x2 Crew $156,000.00 Cab w/DRW AM2OHC26 Urban Command Vehicle 10'on RAM 3500 Gas 4x2 Crew Cab w/DRW $146,000.00 AM2OHC27 Urban Command Vehicle 10'on RAM 4500 Diesel 4x2 Crew $161,000.00 Cab w/DRW AM2OHC28 Urban Command Vehicle 10'on RAM 4500 Gas 4x2 Crew Cab $151,000.00 w/DRW D.EMS Vehicle Conversion AM2OHDO8 Type I 12'on RAM 3500 Diesel 4x2 Reg Cab $167,000.00 AM2OHDO9 Type I 12'on RAM 3500 Gas 4x2 Reg Cab $157,000.00 AM20HD10 Type I 12'on RAM 4500 Diesel 4x2 Reg Cab $172,000.00 AM2OHD11 Type I 12'on RAM 4500 Gas 4x2 Reg Cab $162,000.00 AM2OHD15 Type I 14'on RAM 4500 Diesel 4x2 Reg Cab $189,000.00 AM2OHD16 Type I 14'on RAM 4500 Gas 4x2 Reg,Cab $179,000.00 AM2OHD17 Type I 14'on RAM 5500 Diesel 4x2 Reg Cab $190,000.00 AM2OHD18 Type I 14'on RAM 5500 Gas 4x2 Reg Cab $179,000.00 E.Remounts(See Section B,p.8 Items for specifics regarding"Remount"pricing) AM2OHE08 Remount of 12' Module on RAM 3500 Diesel 4x2 Reg Cab $78,000.00 AM2OHE09 Remount of 12' Module on RAM 3500 Gas 4x2 Reg Cab $68,000.00 AM20HE10 Remount of 12' Module on RAM 4500 Diesel 4x2 Reg Cab $83,000.00 AM20HE11 Remount of 12'Module on RAM 4500 Gas 4x2 Reg Cab . $73,000.00 AM20HE15 Remount of 14' Module on RAM 4500 Diesel 4x2 Reg Cab $83,000.00 AM2OHE16 . Remount of 14' Module on RAM 450,0 Gas 4x2 Reg Cab $73,000.00 AM2OHE17 . Remount of 14' Module on RAM 5500 Diesel 4x2 Reg Cab $84,000.00 AM2OHE18 Remount of 14'on RAM 5500 Gas 4x2 Reg Cab $74,000.00 DocuSign Envelope ID:10EE5F8B-E1A8-43D1-81° 86A97333930 AM20HE37 Remount of Urban Command Vehicle on RAM 3500 Diesel 4x2 Crew Cab w/DRW $79;000.00 AM20HE38 Remount of Urban Command Vehicle on RAM 3500 Gas 4x2 Crew Cab w/DRW $79,000.00 AM2OHE39 Remount of Urban Command Vehicle on RAM 4500 Diesel $84,000.00 4x2 Crew Cab w/DRW AM2OHE40 Remount of Urban Command Vehicle on RAM 4500 Gas 4x2 $74,000.00 CrewCabw/DRW N ATTACHMENT C — INSURANCE REQUIREMENTS Contractors performing work on City property or public right-of-way for the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s) evidencing the coverages and coverage provisions identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor's policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland. Listed below are the types and amounts of insurances required. The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. Type of Insurance Amount of Insurance Provisions 1. Workers' Compensation Statutory Limits City to be provided a WAIVER Employers' Liability $100,000 per occurrence OF SUBROGATION and 30-day notice of cancellation or material change in coverage. 2. Commercial General Personal Injury-$1,000,000 per City to be listed as additional (Public) Liability to include person; Property Damage- insured and provided 30-day coverage for: $1,000,000 per occurrence; notice of cancellation or a) Premises/Operations General Aggregate- material change in coverage. b) Products/Completed $1,000,000 Operations c) Independent Contractors • d) Personal Injury e) Contractual Liability 3. Business Auto Liability to Combined Single Limit- City shall be provided 30-day include coverage for: $1,000,000 notice of cancellation or a) Owned/Leased material change in coverage. vehicles b) Non-owned vehicles c) Hired vehicles Certificate of Insurance forms may be sent to Purchasing Department. FCA Fleet Powertrain Care 5 Year/ 100,000 Mile Limited Warranty Extension ($0 Deductible) THIS LIMITED WARRANTY IS PROVIDED TO OWNERS of a 2016 Transmission:. Transmission Case and all Internal Parts; Torque through 2022 Model Year Chrysler, Dodge, Jeep and Ram vehicles Converter; Drive/Flex Plate; Transmission Range Switch; Speed (excluding vehicles equipped with diesel engines) who purchased it Sensors; Pressure Sensors; Transmission Control Module; Bell through FCA US LLC specifically for Fleet Government Bid/Leases Housing;Oil Pan;Seals and Gaskets for listed components only: and Fleet Commercial!Lease orders only. NOTE:. MANUAL TRANSMISSION CLUTCH PARTS ARE.NOT YOUR LEGAL RIGHTS UNDER THIS LIMITED WARRANTY COVERED AT ANY TIME. This warranty is the express warranty FCA US LLC("FCA")makes for Front Wheel Drive: Transaxle Case and all Internal Parts;Axle Shaft your vehicle. This warranty gives you specific legal rights. You,may Assemblies;Constant Velocity Joints and Boots;Differential Cover;Oil `also have other rights that vary from state to state.For example, you Pan;Transaxle Speed Sensors;Transaxle Solenoid Assembly;PRNDL may have some implied warranties,depending on the state where your Position Switch; Transaxle Electronic Controller; Torque. Converter; vehicle was sold or is registered. Seals and Gaskets for listed'coinponents only. NOTE: MANUAL These implied warranties are limited,to the extent allowed by law, COVERED AT ANY TIMENSMISSION CLUTCH PARTS ARE NOT to the time periods covered by this express written warranty. I All-Wheel Drive )) : Power Transfer Unit and all internIf you use your vehicle primarily for.business or.commercial purposes, Viscous Coupler;Axle Housing and all Internal Parts;Consta tal Velocity then these implied warranties do not apply and FCA completely Joints and Boots; Drive Shaft and Axle Shaft Assemblies; Differential disclaims them to the extent allowed by law.And the implied warranty Carrier Assembly and all Internal,Parts; Output Ball Bearing; Output of fitness for a particular purpose does not apply if your vehicle is used Flange;End Cover;Overrunning Clutch;Vacuum Motor;Torque Tube; for racing,even if the vehicle is equipped for racing. Pinion Spacer and Shim; Seals and Gaskets for listed components only. Some states do not allow limitations on how long an implied warranty lasts,so the above limitations may not apply to you.. Rear Wheel Drive: Rear Axle Housing and all Internal Parts;•Axle Incidental and.Consequential Damages Not Covered Shafts; Axle Shaft Bearings; Drive Shaft Assemblies; Drive,Shaft Your warranty does not cover any incidental or consequential listed componeCenter nts onlyersal Joints and Yokes; Seals and Gaskets for • damages-Connected With your vehicle's failure, either while under warranty or afterward. Examples of such damages include: (a),lost Four-Wheel Drive(4x4):Transfer Case and all Internal Parts;transfer time;(b)'inconvenience;(c)the loss of the use of your vehicle;(d)the case control module and shift mode motor assembly Axle Housing and cost of rental vehicles, gasoline, telephone,:travel, or lodging (e)the all Internal Parts; Axles Shafts; Axle Shaft Bearings; Drive Shafts loss of personal or commercial property;and(f)the loss of revenue. Assemblies (Front and Rear); Drive Shaft Center Bearings; Universal Joints and Disconnec Some states don't allow incidental or consequential damages to for the listedYokes;components onlyt Housing Assembly; Seals and Gaskets be excluded or limited,so this exclusion may not applyto you.; Persons to Whom the Limited WarrantyHOW TO GET WARRANTY SERVICE is'Offered Where to Take Your Vehicle This Limited Warranty is provided to owners of a 2016 through 2022 In the United States (We Include U.S. Possessions and Territories as Model Year Chrysler, Dodge, Jeep and Ram vehicles (excluding Part of the United States for Warranty Purposes): Warranty service vehicles equipped with diesel engines) who purchased it through must be done by an authorized Chrysler,Dodge;Jeep or Ram dealer. FCA US LLC specifically for Fleet Government Bid/Leases and Fleet We strongly recommend that you take your vehicle to your Selling Commercial/Lease orders only. Dealer.They know you and your,vehicle best,and are most concerned What This Limited Warranty Extension Covers that you get prompt and high quality service. If you move within the' service ma This Powertrain Limited Warranty is a part.of your New Vehicle Limited Chlry er Dodge,Jeep States,warrant or Ram dealer requested from any authorized Warranty. It extends the:5 year or 60,000 mile powertrain limited warranty on mechanical components of the vehicle to 5 years from/the In Canada and Mexico: If you are traveling temporarily in Canada or in service date of the vehicle or 100,000 miles on the odometer, Mexico,and your vehicle remains registered in the United States,your whichever comes first.It covers cost of all parts and labor needed to FCA US warranty still applies. Service may be requested at any repair a powertrain component listed below that is defective in authorized Chrysler,Dodge,Jeep or Ram dealership. workmanship and materials WHAT IS Please keep this letter in your glove box along with your vehicle's other WARRANTYOT COVERED UNDER THIS FCA IJS LLC LIMITED warranty information 'for future reference if necessary. All the other Some Modifications Don't Void the Warranty But Aren't Covered terms and conditions and the 'what's Not .Covered' items of your Certain changes that you might make to your vehicle do not, by warranty remain.the same as stated in your Warranty Information book. themselves, void this warranty Examples of some of these changes Parts Covered are: (a) installing non-FCA US LLC ("FCA")) parts, components, or equsuch as a rign-FCA radio The Powertrain Limited Warranty covers these parts and spec al nonment-(FCA materials oradd t vesor speed'control); and (b)using components of your vehicle's powertrain supplied by FCA US LLC But Gasoline Engine:.Cylinder Block and all Internal Parts;Cylinder Head when it left the ur menufacturing does not vplant er orris not certified rt that was tfor u on se on your Assemblies; Timing Case,.Timing Chain, Timing Belt, Gears and vehicle. Nor does it cover the costs of any repairs or adjustments that Sprockets; Vibration Damper; Oil Pump,Water Pump and Housing; might be caused or needed because of the installation or use of non- Intake and Exhaust Manifolds; Flywheel with Starter Ring Gear; Core FCA parts,components,equipment,materials,or additives. Plugs; Valve Covers; Oil Pan; Turbocharger Housing and'Internal Parts; Turbocharger Wastegate Actuator, Supercharger; Serpentine Performance or racing parts are considered to be non-FCA parts. Belt Tensioner;Seals and Gaskets for listed components.only. Repairs or adjustments caused by their use are not covered under your warranty. Examples'of the types of alterations not covered are: (a) installing accessories-except for genuine FCA I MOPAR accessories installed by an authorized Chrysler, Dodge, Jeep or Ram dealer; (b) Page 1 Of 2 rev 6/21 FCA Fleet Powertrain Care 5 Year/ 100,000 Mile Limited Warranty Extension ($0 Deductible) applying rustproofing or other protection products; (c) changing the Restricted Warranty vehicle's configuration'or dimensions, such as converting the vehicle Your warranty can also be restricted by FCA. FCA may restrict the into a limousine or food service vehicle;or(d)using any refrigerant that warranty on your vehicle if the vehicle is not properly maintained,or if FCA has not approved. the vehicle is abused or neglected,and the abuse or neglect interferes Environmental Factors Not Covered with the proper functioning of the vehicle. If the warranty is restricted, covera be Your warranty does not cover damage caused by environmental repairs a e pee rformedied or subject to approval by FCA before covered factors such as airborne fallout, bird droppings, insect damage, chemicals,tree sap,salt,ocean spray,acid rain,and road hazards.Nor Registration and Operation Requirements does your warranty cover'damage caused by hailstorms, windstorms, This Limited Warranty covers your vehicle only if:(a)it is registered in tornadoes,sandstorms,lightning,floods,and earthquakes. the U.S.; (b) it is driven mainly in the U.S. or Canada,and (c) it is Your warranty does not cover conditions resulting from anything Mannuaed and maintained in.the manner described in your ners l. impacting the vehicle. This includes cracks and chips In glass, scratches and chips in painted surfaces,or damage from collision. There is no Limited Warranty coverage on your Vehicle if it is sold, Maintenance Costs Not Covered registered or operated, other than temporarily, b Y you, outside of the United States(including the 50 states,the District of Columbia,Puerto Your warranty does not cover the costs of repairing damage caused by Rico,or Guam), poor or improper maintenance. Nor does it cover damage caused by the use of contaminated fuels,or by the use of fuels,oils, lubricants, Other Terms of These Limited Warranties cleaners or fluids other than those recommended in your Owner's Punitive,exemplary or multiple damages may not be recovered unless Manual. applicable state'or local law prohibits this disclaimer. No person, includin:� The warranty does not cover the costs of your vehicle's normal or part of this Limited FCA i S WarC ranty employees or dealers,may modify or waive any scheduled maintenance.- the parts and services that all vehicles routinely need.Some of these parts and services,which your warranty General Information does cover, include: (a) lubrication;(b) engine tune-ups; (c) replacing It's your responsibility to properly maintain and operate your new filters, coolant, spark plugs, bulbs, or fuses(unless those costs result ' vehicle. Follow the instructions contained in the General and from a covered repair); (d) cleaning and polishing; and (e) replacing Scheduled Maintenance Service guidelines in your Owner's Manual. worn wiper blades,worn brake pads and linings,or clutch linings. Regular,scheduled maintenance is essential to trouble-free operation. Racing Not Coveted If there is a dispute between you and FCA US concerning your maintenance Your,warranty does not cover the costs of repairing damage or that your vehicle was properlyour maintained.FCA will require you to provide proof conditions caused by racing,nor does it cover the repair of any defects that are found as the result of participating in a racing event. Certain Kinds of Corrosion Not Covered Your warranty does not cover the following: (a) corrosion caused by accident, damage, abuse, or vehicle alteration; (b) surface corrosion caused by such things as industrial fallout, san , salt, hail, ocean spray,and stones; (c)corrosion caused by the extensive or abnormal transport of caustic materials like chemicals,acids,and fertilizers;and (d) corrosion of special bodies, body conversions, or equipment that was not on your vehicle when it left the manufacturing plant or was not supplied by FCA. Other Exclusions Your warranty does not cover the costs of repairing damage!or conditions caused by any of the following:(a)fire or accident;(b)abuse or negligence; (c) misuse - for example, driving over curbs or overloading; (d) tampering with the emission systems, or with a part that could affect the emission systems; (e) use of used parts, even if they were originally supplied by FCA (however, authorized FCA / MOPAR remanufactured parts are covered); (f) windshield or rear • window damage from external objects; (g)any changes made to your vehicle that don't comply with Chrysler; or (h) using any fluid that doesn't meet the minimum recommendations in your Owner's Manual. Total Loss,Salvage,Ju nnA vehicle has no warrantyk,or Scrap Vehicles Not Covered icle is declared to be a total loss by an cov1 surfance company;(b)) thrae 'of an kind if: theevehicle is rebuilt after being declared to be a total loss by an insurance company;or(c)the vehicle is issued a certificate of title indicating that it is designated as 'salvage,""junk,""rebuilt,""scrap,"or some similar word. FCA will deny warranty coverage without notice if it learns that a vehicle is ineligible for coverage for any of these reasons. Page 2 of 2 rev 6/21 Frazer Warranty and Service Provisions 1.0 WARRANTIES:Frazer,Ltd.warrants that the Goods (1)have no history of material failure or malfunction,(2)are furnished in strict accordance with any drawings, designs or other requirements (including performance specifications) approved by the customer, and good industry practices,(3)are new and un-repaired except as approved by the customer for a remount. Frazer,Ltd.warrants a new module againstifailure or malfunction due to design,construction,or installation errors, defective workmanship,and missing or incorrect parts for the life of the module, as long as it is in the possession of and not repaired or modified by or on behalf of the original owner. Frazer,Ltd.warrants a remount module against failure or malfunction due to design, construction, or installation errors, defective workmanship,and missing or incorrect parts for 2 years,as long as it is in the possession of and not repaired or modified by or on behalf of the original owner. Frazer,Ltd.warrants components and equipment furnished by others and installed on the module for the period designated by the component or equipment manufacturer provided the components and equipment and any related installation mounts are not repaired or modified by or on behalf of the original owner. Frazer,Ltd.warrants the electrical system wiring against defects, shorts, and malfunctions for 5 years as long as it is in possession of and not repaired or modified by or on behalf of the the original owner.This warranty specifically excludes electrical system components beyond one year unless a longer warranty is provided by the component manufacturer.Bulbs,fixtures,switches,relays, all truck related electrical systems,generator set,and other components are not covered beyond the warranty provided by the original equipment manufacturer. This warranty does not cover abuse,neglect,accident damage,normal adjustments,tampering,modifications, and:unauthorized hook-ups for radios and various charging equipment. If a Frazer module is repaired,remounted,or modified by any third party not authorized by Frazer,the warranties mentioned above shall be considered void and non-binding.Frazer,Ltd. shall be notified in the event that a module is going to be repaired,remounted,or modified by any third party. The following parts carry manufacturer's warranties,all of which begin from their in-service date with the end user,except as designated below: • Truck Chassis Original Equipment Manufacturer Warranty • Mobile Electric Power Solutions (MEPS) 1 year • Cummins Onan generator 2 years or 2,000 hours • 'AAP-Dometic air conditioner/heater 4 years parts &labor • Whelen and/or Federal Signal LEDs 5 years limited warranty • Whelen siren 5 years limited warranty • SSCOR mounted suction 1 year • Lambda power supply Limited lifetime • Progressive Dynamics battery charger 1 year • Module paint, Striping&Lettering 5 years 2.0 DISCLAIMER OF WARRANTIES: Frazer,Ltd.specifically disclaims any warranty of merchantability or fitness for a particular purpose.There are no warranties which extend beyond the description in this document. 1