HomeMy WebLinkAboutComplete Coach Works Formal Cooperative Purchase Agreement- 3-31-2025VUUUbl I CI IV CluptC IU. %� IL/rUDUV-r 0Z70-41#01'F-UU4 I-Ll.7D1J/UL ILZ7l 1,
FORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into EFFECTIVE
3/31/202 5 . by and between CITY OF FRESNO, a California
municipal corporation (City), and Complete Coach Works, a California corporation
(Vendor).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. The Charter for the City allows for cooperative purchase agreements for materials,
supplies and equipment. The City is allowed to piggyback an existing government
agency's agreement, under Fresno City Charter 1208. The parties agree the
Vendor was the lowest responsive and responsible bidder for Invitation for Bid
(IFB) issued by Washington State Transit Bus Cooperative #06719-01. The IFB is
attached hereto as Exhibit A and is incorporated herein by reference. The Parties
agree that the Vendor has entered a Cooperative Purchase Contract with
Complete Coach Works (Original Government Contract).
2. Vendor's Obligation. Vendor shall provide those services and carry out that work
described in the Original Government Contract, which is attached hereto as
Exhibit B and is incorporated herein by reference, subject to all the terms and
conditions contained or incorporated herein.
3. City's Obligation. City shall make to the Vendor those payments described in
Exhibits A and B, subject to all the terms and condition contained or incorporated
herein
4. Notwithstanding the requirements that the Original Government Contract is fully
binding on the Parties, the parties have agreed to modify certain non -material
provisions of the Original Government Contract as applied to this Agreement
between the Vendor and the City, as follows:
a) City's Insurance and Indemnity provisions attached as Exhibit C.
b) Address change for the City: Notwithstanding the address and
contract information for the government entity as set out in Exhibit B, the Vendor agrees
that notices and invoices will be sent to:
City of Fresno
Attention: Melissa Perales
2101 G Street, Bldg. A
Fresno, CA 93706
Phone: (559) 621-1332
E-mail: melissa.perales@fresno.gov
FAX: (559) 457-1564
GSD-S Formal Cooperative Purchase Agt.(10-2023)
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a Calif rn 9 r��lnicipal corporation
By: FACL SSa 3/31/2025
ellssa erales
Purchasing Manager
General Services Department
No signature of City Attorney required.
Standard Document #GSD-S Formal
Cooperative Purchase Agt. (10-2023)
has been used without modification, as
certifie��kt �tM undersigned.
By:
T. Talll t 3/28/2025
""
Tamra '71orrence
Senior Procurement Specialist
ATTEST:
TODD STERMER, CMC
City 911M by:
By:
I i" �. GIDUY 3/31/2025
Date
Deputy
Addresses:
CITY
City of Fresno
Attention: Melissa Perales
2101 G Street, Bldg. A
Fresno, CA 93706
Phone: (559) 621-1332
E-mail: Melissa. Perales@Fresno.gov
FAX: (559) 457-1564
Attachments:
Exhibit A - Invitation For Bids
Exhibit B - Original Government Contract
Exhibit C - City's Insurance and Indemnity
GSD-S Formal Cooperative Purchase Agt.(10-2023)
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Complete Coach Works, a California
Corporation
�ocu5ianed by:
B iAd 06041vutt 3/12/2025
y r ...
Name' Michael Dominici
Title: CFO
(If corporation or LLC., Board Chair,
�P4_g,, p Vice Pres.)
p�G� S 3/13/2025
By. rr r r
Name:
Patrick Scully
Title: chief commercial officer
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Vendor:
Complete Coach Works
Attention: James Carson
1863 Service Court
Riverside, Ca 92507
Phone: (951) 684-9585
E-mail: james@completecoach.com
LlUUUDlyl I CI IV CIUF/C I L/. %. I V rOOL/U-roJJ- vto4-.7U`F I -V yDl/ / UG I /-V I %-
Washington State Departi-rent of
r r� Enterprise Services
WASHINGTON STATE TRANSIT BUS COOPERATIVE
COMPETITIVE SOLICITATION — No. 06719-01
STATE COOPERATIVE PURCHASING SCHEDULE
TRANSIT BUSES
HEAVY DUTY
INTRODUCTION
The Washington State Department of Enterprise Services (Enterprise Services) is issuing this Competitive
Solicitation pursuant to Section 3019 of the FAST Act (Pub. L. No. 114-94) and RCW chapter 39.26.
Pursuant to this Competitive Solicitation, Enterprise Services intends to conduct a competitive
procurement and establish and award a Master Contract, for eligible purchasers to purchase Heavy Duty
Transit Buses ("Transit Buses"). This Master Contracts is considered a State Cooperative Purchasing
Schedule under the FAST Act for use of federal funds.
This Competitive Solicitation is for newly built transit buses used for fixed route and commuter service.
Heavy Duty Transit Buses purchased under this Competitive Solicitation will be 30 foot, 35 foot, 40 foot,
45 foot, and 60 foot articulated available with diesel power, hybrid drive, compressed natural gas
("CNG"), Hydrogen Fuel Cell, and electric propulsion systems. This Competitive Solicitation is further
divided into categories based on the table in section 2.1. This Competitive Solicitation and all relevant
categories for Transit Buses include the services, accessories, equipment, parts, pieces, consulting,
training, etc. required for operation of the buses for their operational life.
This Competitive Solicitation is part of the Washington State Transit Bus Cooperative. The resulting Master
Contract will be available for use by all eligible purchasers at their option, including any approved
Participant of the Washington State Transit Bus Cooperative. These Participants can include purchasers
from any state under section 3019 of the FAST Act through this Master Contract as a State Cooperative
Purchasing Schedule. Many of these Participants will be purchasing with FTA funds for Transit Buses. This
competitive Solicitation is one of multiple Competitive Solicitations for eligible purchasers to procure
heavy duty, medium duty, light duty, double decker, and rebuilt transit buses; accessories; replacement
components; replacement subsystems; replacement parts; and obtain services for refurbishing and
repowering transit buses through the Washington State Transit Bus Cooperative.
This Competitive Solicitation is divided into six (6) sections:
■ Section 1 provides a summary table of relevant deadlines for responding to the
Competitive Solicitation and identifies contact information for Enterprise Services'
Procurement Coordinator.
■ Section 2 provides important information about the procurement that is designed to help
interested bidders evaluate the potential opportunity, including the purpose of the
COMPETITIVE SOLICITATION No. 06719-01
(Rev 2019-07-30)
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SECTION 1— DEADLINES, QUESTIONS, PROCUREMENT COORDINATOR, AND MODIFICATION
This section identifies important deadlines for this Competitive Solicitation and where to direct questions
regarding the Competitive Solicitation.
1.1. COMPETITIVE SOLICITATION DEADLINES. The following table identifies important dates for this
Competitive Solicitation:
COMPETITIVE SOLICITATION DEADLINES
ITEM DATE
Competitive Solicitation March 4, 2020
Posting Date:
March 18, 2020 at 12:00 PM (Pacific Time)
Attend in Person Attend via Phone
Pre -Bid Conference: Conf. Room: 2330 Join Zoom Meeting
1500 Jefferson Street SE https:llzoom.usli/203203866
Olympia, WA 98501 Meeting ID: 203 203 866
Phone: (669) 900-6833
Question & Answer March 18, 2020 — May 25, 2020
Period:
Deadline for submitting June 15, 2020
Bids:
Anticipated
Announcement of July 22, 2020
Apparent Successful
Bidder(s):
Anticipated Award of 1
August 10, 2020
Master Contract(s):
1.2. COMPETITIVE SOLICITATION QUESTIONS. Questions or concerns regarding this Competitive Solicitation
must be directed to the following Procurement Coordinator:
Procurement Coordinator
Name: David Mgebroff
Telephone: 3 60-407-8049
Email: buspurchases@des.wa.gov
Questions raised at the pre -bid conference and during the Q&A period will be answered and
responses posted to the Washington Electronic Business Solution (WEBS).
1.3. COMPLAINTS, DEBRIEFS, & PROTESTS. The Competitive Solicitation (and award of the Master
Contract) is subject to complaints, debriefs, and protests as explained in Section 5, which may
impact the dates set forth above.
COMPETITIVE SOLICITATION No. 06719-01
(Rev 2019-07-30)
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Category
Length
Propulsion
Anticipated Master Contracts
3
3
3
22
35 ft.
Hydrogen Fuel Cell
23
40 ft.
Hydrogen Fuel Cell
24
45 ft.
Hydrogen Fuel Cell
25
60 ft.
Hydrogen Fuel Cell
3
a. COOPERATIVE PURCHASING AGREEMENTS AND MASTER CONTRACTS. Enterprise Services on
behalf of the State of Washington is authorized to participate in, sponsor, conduct, or
administer a cooperative purchasing agreement for the procurement of any
goods/services. Enterprise Services has established the Washington State Transit Bus
Cooperative. This cooperative is available to eligible purchases as set forth herein.
Pursuant to the Cooperative, Enterprise Services will develop a Cooperative Master
Contract. A Master Contract is a contract for specific goods and/or services that is
competitively solicited and established by Enterprise Services, on behalf of the State of
Washington, for use by statutorily specified 'purchasers' (see below). Typically,
purchasers use our Master Contracts through a purchase order, work order, or similar
document. The Master Contract is designed to function as a 'procurement bridge'
between innovative vendors who have bid and won a competitive solicitation to supply
goods/services and eligible purchasers who wish to purchase such goods/services
pursuant to pre -determined, clear, consistent, easy to use, value-added Master
Contracts.
b. MASTER CONTRACT USERS— ELIGIBLE PURCHASERS. The resulting Cooperative Master Contract
from this Competitive Solicitation will be available for use by the following entities, each
of whom is an eligible purchaser ("Participants"):
• WASHINGTON STATE AGENCIES. All Washington State agencies, departments, offices,
divisions, boards, and commissions.
• WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any of the
following specific institutions of higher education in Washington:
• State universities — i.e., University of Washington & Washington State
University;
• Regional universities — i.e., Central Washington University, Eastern
Washington University, & Western Washington University
• Evergreen State College;
• Community colleges; and
• Technical colleges.
• MCUA PARTIES. The Master Contract also may be utilized by any of the following
types of entities that have executed a Master Contract Usage Agreement (MCUA)
with Enterprise Services:
• Political subdivisions (e.g., counties, cities, school districts, public utility
districts, ports) in the State of Washington;
■ Federal governmental agencies or entities;
■ Public -benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit
corporations that receive federal, state, or local funding); and
■ Federally -recognized Indian Tribes located in the State of Washington.
COMPETITIVE SOLICITATION No. 06719-01
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d. SUSTAINABILITY POLICY (10 Points)
e. PROMPT PAYMENT (10 Points)
SECTION 3 — BID EVALUATION
This section identifies how Enterprise Service will evaluate Competitive Solicitation bids.
3.1. OVERVIEW. Enterprise Services will evaluate bids for this Competitive Solicitation as described
below.
a. Bidder responsiveness, performance requirements, price factors, and
responsibility, will be evaluated based on the process described herein.
b. Any bidder whose bid is determined to be non -responsive will be rejected and
will be notified of the reasons for this rejection.
c. Enterprise Services reserves the right to: (1) Waive any informality; (2) Reject any
or all bids, or portions thereof; (3) Accept any portion of the items bid unless the
bidder stipulates all or nothing in their bid; (4) Request clarification of submitted
bids, (5) Cancel the Competitive Solicitation and re -solicit bids; and/or
(6) Negotiate with the lowest responsive and responsible bidder(s) to determine
if such bid can be improved.
d. Enterprise Services will use the following process and evaluation criteria for an
award of a Master Contract:
I STEP I ITEM POINTS
1 Responsiveness
2 Performance Requirements Evaluation
Exhibit B-2, Exhibit B-3
Pass/Fail
Pass/Fail
Bid Evaluation
Cost Factors
Cost Factor: Price of Standard Bus 200
Exhibit D-2 — Price Sheet
Cost Factor: Options 100
Exhibit D-2 — Price Sheet
Non -Cost Factors
3
Quality of Standard Bus
Exhibit B-2 Specification Modification 150
Certification, Exhibit B-3 Technical Information,
Exhibit D-2 Price Sheet
Quality and Number of Options
Exhibit B-2 Specification Modification 50
Certification, Exhibit B-3 Technical Information,
Exhibit D-2 Price Sheet
COMPETITIVE SOLICITATION NO. Ub/19-U1
(Rev 2019-07-30)
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a. PRICING OF A STANDARD BUS. A total of 200 points are available for pricing of
standard bus. The price score will be determined from the base price including all
standard components from the respective price sheet. The lowest price for each
category will receive the maximum allocation of points. All other scores will be
evaluated by the dividing the lowest price by the total price of the bid being
evaluated and the result multiplied by the relative weight.
Example: Lowest Bid Price / Bidder's Proposed Price X Weight = Price
Score.
b. OPTIONS. A total of 100 points are available for options pricing. The price score
will be determined by the price of a set of option categories, selected by
Enterprise Services, in the options price sheet of Exhibit D-2. Enterprise Services
will compare 10 of these pre -selected option category prices to determine the
option price score. Each bidder will be evaluated on the average bid price for
options in that category. The lowest average price for each selected option
category will receive the maximum allocation of points for that option. Options
that have no price listed, including those with quote or NA, will not be included
in the evaluation. If there is no priced option in the assessed category the bidder
will receive a 0. All other scores will be evaluated by the dividing the lowest
average price for the assessed category by the average price for the assessed
category of the bid being evaluated and the result multiplied by the relative
weight. The sum of individual option points will determine bidder's total for
option price comparison.
Formula: Lowest Average Bid Price / Bidder's Average Proposed Price X
Weight = Price Score.
For example, Enterprise Service pre -selects "Body Bike Rack" as an option
category to evaluate. Bidder A's average bid is $100, the lowest average price for
the selected option category. Bidder B's average bid is $200. Bidder B's score is
100(lowest average bid price)/200 (bidder's average proposed price) X 10
(weight) = 5 points.
3.5. NON -COST EVALUATION (STEP 3). Enterprise Services will evaluate bids based on a variety of factors:
a. QUALITY OF STANDARD Bus. A total of 150 points is available for Quality of Standard
Bus. Evaluation team will determine the quality of the standard bus by scoring
the components listed as standard in the bidder's price sheet and reviewing
Exhibit B-2 Specification Modification Certification and Exhibit B-3 Technical
Information.
b. QUALITY AND NUMBER OF OPTIONS. A total of 50 points is available for Quality and
Number of Options. Evaluation team will determine the quality and number of
the options by evaluating the components listed as options in Exhibit D-2 Price
Sheet. The evaluation team will only consider options that meet the specifications
in determining the number of options bidders offered
c. TECHNICAL EVALUATION. A total of 250 points are available for technical evaluation
score. The points for Technical Evaluation are determined by responses in Exhibit
C — Qualifications for process overview; reliability; original testing compliance;
useful life; serviceability; training; comfort, features, and styling; delivery process;
COMPETITIVE SOLICITATION No. 06719-01 PAGE 9
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3.7. RESPONSIBILITY ANALYSIS (STEP 4). For responsive bids, Enterprise Services will make reasonable
inquiry to determine the responsibility of any bidder. Determination of responsibility will be
made on a pass/fail basis. In determining responsibility, Enterprise Services will consider the
following:
• The ability, capacity, and skill of the bidderto perform the contract or provide
the service required
• The character, integrity, reputation, judgment, experience, and efficiency of
the bidder;
■ Whether the bidder can perform the contract within the time specified;
• The quality of performance of previous contracts or services;
• The previous and existing compliance by the bidder with laws relating to the
contract or services;
• Whether, within the three-year period immediately preceding the date of the
Competitive Solicitation, the bidder has been determined by a final and
binding citation and notice of assessment issued by the Washington State
Department of Labor and Industries or through a civil judgment entered by a
court of limited or general jurisdiction to have willfully violated, as defined in
RCW 49.48.082, any provision of chapter 49.46, 49.48, or 49.52 RCW;
■ Whether the bidder is in compliance with applicable Disadvantaged Business
Enterprise (DBE) requirements;
• Whether the bidder has been either debarred or suspended from Federal
programs under DOT regulations, "Non -procurement Suspension and
Debarment, "2 C.F.R. parts 180 and 1200, or under the FAR at 48 C.F.R. part
9, subpart 9.4; and
• Such other information as may be secured having a bearing on the decision
to award the Master Contract.
In addition, Enterprise Services may consider the following:
a. Financial Information: Enterprise Services may request financial statements,
credit ratings, references, record of past performance, clarification of bidder's
offer, on -site inspection of bidder's or subcontractor's facilities, or other
information as necessary. Failure to respond to these requests may result in a
bid being rejected as non -responsive.
b. References: Enterprise Services reserves the right to use references to confirm
satisfactory customer service, performance, satisfaction with service/product,
knowledge of products/service/industry and timeliness. Any negative or
unsatisfactory reference can be reason for rejecting a bidder as non -responsible.
3.8. CONTRACT NEGOTIATIONS (STEP 5). Enterprise Services may negotiate with the highest scored
responsive, responsible bidder(s) (Top Bidder) to finalize the Master Contract and to determine if
the bid may be improved. If, after a reasonable period of time, Enterprise Services, in its
judgement, cannot reach agreement on acceptable Master Contract terms with the Top Bidder,
Enterprise Services may suspend negotiations and undertake negotiations with the next bidder
as determined by the evaluations.
COMPETITIVE SOLICITATION No. 06719-01 PAGE 11
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that bidders may have. If changes to the Competitive Solicitation are required as a result of the
pre -bid conference, the Procurement Coordinator will post an amendment to this Competitive
Solicitation to WEBS. Assistance for disabled, blind, or hearing -impaired persons who wish to
attend the pre -bid conference is available with prior arrangement by contacting the Procurement
Coordinator.
4.2. BIDDER COMMUNICATIONS REGARDING THIS COMPETITIVE SOLICITATION. During the Competitive
Solicitation process, all bidder communications regarding this Competitive Solicitation must be
directed to the Procurement Coordinator for this Competitive Solicitation. See Section 1.2 of this
Competitive Solicitation. Bidders should rely only on this Competitive Solicitation and written
amendments to the Competitive Solicitation issued by the Procurement Coordinator. In no event
will oral communications regarding the Competitive Solicitation be binding.
a. Bidders are encouraged to make any inquiry regarding the Competitive
Solicitation as early in the process as possible to allow Enterprise Services to
consider and, if warranted, respond to the inquiry. If a bidder does not notify
Enterprise Services of an issue, exception, addition, or omission, Enterprise
Services may consider the matter waived by the bidder for protest purposes.
b. If bidder inquiries result in changes to the Competitive Solicitation, written
amendments will be issued and posted on WEBS.
c. Unauthorized contact regarding this Competitive Solicitation with other state
employees involved with the Competitive Solicitation may result in bidder
disqualification.
4.3. PRICING. Bid prices must include all cost components needed for the delivery of the goods and/or
services as described in this Competitive Solicitation. See Exhibit D-2 — Price Sheet. A bidder's
failure to identify all costs in a manner consistent with the instructions in this Competitive
Solicitation is sufficient grounds for disqualification.
a. Inclusive Pricing: Bidders must identify and include all cost elements in their
pricing. In the event that bidder is awarded a Master Contract, the total price for
the goods and/or services shall be bidder's price as submitted. Except as provided
in the Master Contract, there shall be no additional costs of any kind.
b. Vendor Management Fee: The resulting Master Contract from this Competitive
Solicitation will include a Vendor Management Fee as specified in the Master
Contract attached as Exhibit E-1— Master Contract.
4.4. BID SUBMITTAL CHECKLIST — REQUIRED BID SUBMITTALS. This section identifies the bid submittals that
must be provided to Enterprise Services to constitute a responsive bid. The submittals must be
delivered as set forth below. Bids that do not include the submittals identified below may be
rejected as nonresponsive. In addition, a bidder's failure to complete any submittal as instructed
may result in the bid being rejected. Bidders must identify any supplemental materials with the
bidder's name.
BIDDER MAY SUBMIT A SINGLE DOCUMENT FOR EACH OF THE FOLLOWING THAT WILL APPLY TO ALL
CATEGORIES.
COMPETITIVE SOLICITATION NO. 06719-01 PAGE 13
(Rev 2019-07-30)
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SECTION 5 —COMPLAINT, DEBRIEF, & PROTEST REQUIREMENTS
This section details the applicable requirements for complaints, debriefs, and protests.
5.1. COMPLAINTS. This Competitive Solicitation offers a complaint period for bidders wishing to voice
objections to this solicitation. The complaint period ends five (5) business days before the bid
due date. The complaint period is an opportunity to voice objections, raise concerns, or suggest
changes that were not addressed during the Question & Answer Period or, if applicable, at the
Pre -Bid Conference. Failure by the bidder to raise a complaint at this stage may waive its right
for later consideration. Enterprise Services will consider all complaints but is not required to
adopt a complaint, in part or in full. If bidder complaints result in changes to the Competitive
Solicitation, written amendments will be issued and posted on WEBS.
a. CRITERIA FOR COMPLAINT. A formal complaint may be based only on one or more of the
following grounds: (a) The solicitation unnecessarily restricts competition; (b) The
solicitation evaluation or scoring process is unfair or flawed; or (c) The solicitation
requirements are inadequate or insufficient to prepare a response.
b. INITIATING A COMPLAINT. A complaint must: (a) Be submitted to and received by the
Procurement Coordinator no less than five (5) business days prior to the deadline for bid
submittal; and (b) Be in writing (see Form and Substance, and Other below). A complaint
should clearly articulate the basis of the complaint and include a proposed remedy.
c. RESPONSE. When a complaint is received, the Procurement Coordinator (or designee) will
consider all the facts available and respond in writing prior to the deadline for bid
submittals, unless more time is needed. Enterprise Services is required to promptly post
the response to a complaint on WEBS
d. RESPONSE Is FINAL. The Procurement Coordinator's response to the complaint is final and
not subject to administrative appeal. Issues raised in a complaint may not be raised again
during the protest period. Furthermore, any issue, exception, addition, or omission not
brought to the attention of the Procurement Coordinator prior to bid submittal may be
deemed waived for protest purposes.
5.2. DEBRIEF CONFERENCES. A Debrief Conference is an opportunity for a bidder and the Procurement
Coordinator to meet and discuss the bidder's bid. A debrief is a required prerequisite for a bidder
wishing to file a protest. Following the evaluation of the bids, Enterprise Services will issue an
announcement of the ASB. That announcement may be made by any means, but Enterprise
Services likely will use email to the bidder's email address provided in the Bidder's Profile. Bidders
will have three (3) business days to request a Debrief Conference. Once a Debrief Conference is
requested, Enterprise Services will offer the requesting bidder one meeting opportunity and
notify the bidder of the Debrief Conference place, date, and time. Please note, because the
debrief process must occur before making an award, Enterprise Services likely will schedule the
Debrief Conference shortly after the announcement of the ASB and the bidder's request for a
Debrief Conference. Enterprise Services will not allow the debrief process to delay the award.
Therefore, bidders should plan for contingencies and alternate representatives; bidders who are
unwilling or unable to attend the Debrief Conference will lose the opportunity to protest.
a. TIMING. A Debrief Conference may be requested by a bidder following announcement of
the Apparent Successful Bidder.
COMPETITIVE SOLICITATION No. 06719-01 PAGE 15
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UUL,Ubly II CI IvUlupU ILJ. 1, I Ur00UU-r0UU-1+1+014-VU-+ I-U. Dl'I UL 14CI1 .,
5.5. HOW TO CONTACT ENTERPRISE SERVICES.
a. To SUBMIT A COMPLAINT. Send an email message to the Procurement Coordinator listed In
this Competitive Solicitation. The email message must include "Complaint" in the subject
line of the email message. Alternatively, mail the complaint to the Procurement
Coordinator listed in this Competitive Solicitation at the following address:
Attn: Procurement Coordinator —Complaint
Contracts & Procurement Division
Washington State Department of Enterprise Services
P.O. Box 41411
Olympia, WA 98504-1411
b. To REQUESTA DEBRIEF CONFERENCE. Send an email message to the Procurement Coordinator
listed in this Competitive Solicitation. The email message must include "Debrief' in the
subject line of the email message.
c. To SUBMIT A PROTEST. Send an email message to the Protest Officer,
DESDLProcuremel�tPro'Lest@des.wa,,gov. The email message must include "Protest" in
the subject line of the email message. Alternatively, mail the protest to the Protest Officer
at the following address:
Attn: Protest Officer
Contracts & Procurement Division
Washington State Department of Enterprise Services
P.O. Box 41411
Olympia, WA 98504-1411
SECTION 6 —DOING BUSINESS WITH THE STATE OF WASHINGTON
This section provides information regarding how to contract with and do business with the State of
Washington.
6.1. WASHINGTON'S PUBLIC RECORDS ACT— PUBLIC RECORDS DISCLOSURE REQUESTS.
• All documents (written and electronic) submitted to Enterprise Services as part of this
procurement are public records. Unless statutorily exempt from disclosure, such records
are subject to disclosure if requested. See RCW chapter 42.56, Public Records Act.
Enterprise Services strongly discourages bidders from unnecessarily submitting sensitive
information (e.g., information that you might categorize as 'confidential,' 'proprietary,'
'sensitive,' 'trade secret,' etc.).
• If, in your judgment, there is an applicable statutory exemption from disclosure
for certain portions of your bid, please mark the precise portion(s) of the relevant
page(s) of your bid that you believe are statutorily exempt from disclosure and
identify the precise statutory basis for exemption from disclosure.
• In addition, if, in your judgment, certain portions of your bid are not statutorily
exempt from disclosure but are sensitive because these particular portions of
your bid (NOT including pricing) include highly confidential, proprietary, or trade
secret information (or the equivalent) that your firm protects through the regular
COMPETITIVE SOLICITATION No. 06719-01
(Rev 2019-07-30)
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procurements of goods is trying to minimize the purchase of products with PCBS and to incentive
its vendors to sell products and products in packaging without them.
6.4. RESOURCES.
• Register for competitive solicitation notices at the Washington Electronic Business
Solution (WEBS) WEBS Registration. Note: There is no cost to register on WEBS.
• If you qualify as a Washington small business, identify yourself in WEBS. Call WEBS
Customer Service at 360-902-7400.
• Contact the Washington State Office of Minority and Women's Business Enterprises
about state and federal certification programs at Phone 866-208-1064 or OMWBE.
■ Contact the Washington State Department of Veterans' Affairs about veteran -owned
businesses certification at (360) 725-2169 or DVA.
• Contact Enterprise Services about small and diverse business inclusion.
COMPETITIVE SOLICITATION No. 06719-01 PAGE 19
(Rev 2019-07-30)
UUI.UZ RJyl I CI IVCIUptl ILI. 1, I ur0ovu-r0V7 )--+-F04-C7U-F I-U.7o,. I UL I Z-V/ 1,
State of Washington
Contracts & Procurement Division
Department of Enterprise Services
P.O. Box 41411
Olympia, WA 98504-1411
Complete Coach Works
1863 Services Court
Riverside, CA 92507
CONTRACT AMENDMENT
Contract No.: 1 06719-04
Amendment No.: 2
Effective Date: I April 1, 2024
SECOND AMENDMENT
TO
CONTRACT No. 06719-04
TRANSIT BUSES
This Second Amendment ("Amendment") to Contract No. 06719-04 is made and entered into by and
between the State of Washington acting by and through the Department of Enterprise Services, a
Washington State governmental agency ("Enterprise Services") and Complete Coach Works, a California
corporation ("Contractor") and is dated as of April 1, 2024.
RECITALS
A. Enterprise Services and Contractor (collectively the "Parties") entered into that certain
Contract No. 06719-04 for Transit Buses dated effective as of April 1, 2021 ("Contract").
B. The Parties previously amended the Contract 06719-04 on April 1, 2023, to extend the
contract for an additional twelve (12) months, and to make an Economic Price Adjustment
of 15%.
C. The amendment set forth herein is within the scope of the Contract.
D. The Parties now desire to amend the Contract asset forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties
hereby agree to amend the Contract, as previously amended, as follows:
1. CONTRACT TERM. Pursuant to Section 1 Term of the Contract, this Contract has been extended for
an addition twelve (12) months, this extension term is until March 31, 2025.
2, ECONOMIC PRICE ADJUSTMENT. Pursuant to section 3.4 of the Master Contract, Economic Price
Adjustment using the Bureau of Labor Statistics Index for Truck and Bus Bodies, Series No. WPU
1413 to determine a price change, the price set forth in the Exhibit B — Prices are increased by
7.15%.
3. NONDISCRIMINATION. The following provision is added as a new subsection at the end of Section 18
of the Contract (General Provision):
CONTRACT NO. 06719-04 - AMENDMENT NO. 2
(Rev.2023-12-12)
-- - - - - - - - J -- - Page 1
LJVI.UWyI I CI IVCIUytC IU. %. I LJFQDLJV-r OyU-•4'}U•i-27V'# I-LJ.701-11 VL 14ZII k.'
Contract or any earlier amendment, this Amendment shall control and govern. This Amendment
may not be modified except in writing signed by the Parties.
6. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into this
Amendment and that its execution, delivery, and performance of this Amendment has been fully
authorized and approved, and that no further approvals or consents are required to bind such
party.
7. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any
other ancillary agreement shall be deemed to have the same legal effect as delivery of an original
executed copy of this Amendment or such other ancillary agreement for all purposes.
8. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this
Amendment at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Amendment.
EXECUTED AND EFFECTIVE as of the day and date first above written.
COMPLETE COACH WORKS,
A CALIFORNIA CORPORATION
By: e-1-
Name: JCl t -t
Title: CEQ
Date: 2 V
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
By:
A
Name: Itelli Carman
Title: Procurement Supervisor
Date: 4/8/2024
_ — — -- Page 3
CONTRACT No. 06719-04 - AMENDMENT No. 2
(Rev.2023-12-12)
LlUUUDIy I CIIVCIupu ILI. %-, ILlr0DUU-r0.'7:Y4'#U'#-.7U4 I-Uy O1-/UG ILy/%,
EXHIBIT B
Original Government Contract
LIUUUZ jy II CI IVUjUpC IL/. 1, I L/r0DUV-r0VU-1+-F01+-�U'F I-Uy DIDI UL ILUI I.
WASHINGTON STATE TRANSIT BUS COOPERATIVE
STATE COOPERATIVE PURCHASING SCHEDULE
MASTER CONTRACT
No. 06719-05
TRANSIT BUS — REFURBISHMENT
This Master Contract ("Master Contract") is made and entered into by and between the State of
Washington acting by and through the Department of Enterprise Services, a Washington State
governmental agency ("Enterprise Services") and Complete Coach Works, a California corporation
("Contractor") and is dated and effective as of April 1, 2021.
RECITALS
A. Whereas, pursuant to Legislative direction codified in RCW chapter 39.26, Enterprise
Services, on behalf of the State of Washington, is authorized to develop, solicit, and
establish master contracts for goods and/or services for general use by Washington state
agencies and certain other entities (eligible Participants).
B. Whereas, pursuant to RCW 39.26.060, Enterprise Services may develop, solicit, and
establish cooperative purchasing agreements for procurement of any goods or services
with one or more states, state agencies, local governments, local government agencies,
federal agencies, or tribes located in the state, in accordance with an agreement entered
into between the participants.
C. Whereas, pursuant to Section 3019 of the FAST Act, the State of Washington, acting by
and through Enterprise Services, may enter into a cooperative procurement contract with
1 or more vendors if the vendors agree to provide an option to purchase rolling stock and
related equipment to such State government and any other participant and such State
government acts throughout the term of the contract as the lead procurement agency.
D. The State of Washington, acting by and through Enterprise Services is a member of and
the lead procurement for the Washington State Transit Bus Cooperative. The Washington
State Transit Bus Cooperative is a cooperative purchasing agreement for eligible
participants to procure transit buses through a competitively solicited and awarded
Cooperative Master Contract.
E. Whereas, on behalf of the State of Washington, Enterprise Services, as part of a
competitive governmental procurement, issued a Competitive Solicitation No. 06719-05
dated March 4, 2020 regarding Transit Bus Refurbishment Services.
F. Whereas, Enterprise Services evaluated all responses to the Competitive Solicitation and
identified Contractor as the apparent successful bidder.
MASTER CONTRACT No. 06719-05
PAGE 1
UVUUOIly. 11 CI IvuiuyC ILi. 1, I L/r0DLIV-r OZ7CY4.+U-+-IVY I-LJZIDL,I UL 14UI %,
• State agencies, local governments, local government agencies, or political subdivisions
(e.g., counties, cities, school districts, public utility districts) ports) of any state or territory
of the United States;
b Federal governmental agencies or entities located in any state or territory of the United
States; and
• Federally -recognized Indian Tribes located in any state or territory of the United States
3. SCOPE —INCLUDED GOODS/SERVICES AND PRICE.
3.1. CONTRACT SCOPE. Pursuant t0 this Master Contract, Contractor is authorized to sell only those
goods and/or services within the scope of their authorized goods and services set forth in
Exhibit A — included Goods/Services for the prices set forth in Exhibit B — Prices. Contractor shall
not represent to any Participant under this Master Contract that Contractor has contractual
authority to sell any goods and/or services beyond those set forth in ExhibitA — Included
Goods/Services.
3.2. STATE'S ABILITY TO MODIFY SCOPE OF MASTER CONTRACT. Subject to mutual agreement between the
parties, Enterprise Services reserves the right to modify the goods and/or services included in
this Master Contract; Provided, however, that any such modification shall be effective only upon
thirty (30) days advance written notice; and Provided further, that any such modification must
be within the scope of this Master Contract. Enterprise Services may, at any time, without notice
to Contractor by written order designated or indicated to be a change order, make changes
within the general scope of the contract to adjust the quantities of Transit Buses purchased under
this Master Contract.
3.3. PARTICIPANT CHANGE ORDERS.
(a) Participants may, at any time, by written order designated or indicated to be a change
order, make changes in their Purchase Order within the general scope of this Master
Contract, including changes: (1) In the specifications; (2) In the method or manner of
performance of the work; (3) In the price sheet to include additional options within the
scope of the contract; (4) In the delivery performance of the work; or (5) In additional
requirements for compliance with state or federal law.
(b) Any other written or oral order (which includes direction, instruction, interpretation, or
determination) from the Participant that causes a change shall be treated as a change
order under this clause; provided, that Contractor gives the Participant written notice
stating (1) the date, circumstances, and source of the order and (2) that Contractor
regards the order as a change order.
(c) Except as provided in this clause, no order, statement, or conduct of the Participant shall
be treated as a change under this clause or entitle Contractor to an equitable adjustment.
(d) If any change under this clause causes an increase or decrease in Contractor's cost of, or
the time required for, the performance of any part of the work under this Master
Contract, whether or not changed by any such order, the Participant will make an
equitable adjustment and modify the Purchaser Order in writing. However, except for an
adjustment based on defective specifications, no adjustment for any change under this
clause shall be made for any costs incurred more than twenty (20) days before Contractor
gives written notice as required. In the case of defective specifications for which the
Participant is responsible, the equitable adjustment shall include any increased cost
MASTER CONTRACT No. 06719-05
PAGE 3
L/Ut:Ubj II CI IVCILPY" IL/. U ILIFO DVU-r0:7U-•i'+U'#-.7U•# I-U.'7DL./UL I4.7/lam
Goods and services added to purchase orders under the Master Contract must be commercially
available at the time they are added and fall within the original scope of the Master Contract.
3.8. PRICING OF GOODS AND SERVICE ADDITIONS. Prices for additional goods services performed under this
Master Contract follow cost reimbursement rules under 4220.1F Ch VI, 2.c(1). Cost -
reimbursement provides for payment of Contractor's allowable incurred costs, to the extent
agreed to in the Contractor's agreement with the Participant. Participants are required to include
FAR Part 31 cost principles in their cost reimbursement contracts for the purpose of determining
allowable costs under the contract. Contract shall comply with Participants' requests in
determining reasonable prices, including but not limited to providing a breakdown of relevant
incurred costs or individual component pricing to Participant upon request. A dispute on the
reimbursement costs will follow the dispute procedures of this Master Contract.
3.9. MASTER CONTRACT INFORMATION. Enterprise Services shall maintain and provide information
regarding this Master Contract, including scope and pricing, to eligible Participants.
4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations
and warranties as of the effective date of this Master Contract and at the time any order is placed
pursuant to this Master Contract. If, at the time of any such order, Contractor cannot make such
representations and warranties, Contractor shall not process any orders and shall, within three (3)
business days notify Enterprise Services, in writing, of such breach.
4.1. QUALIFIED TO Do BUSINESS. Contractor represents and warrants that it is in good standing and
qualified to do business in the State of Washington, that it is registered with the Washington
State Department of Revenue and the Washington Secretary of State, that it possesses and shall
keep current all required licenses and/or approvals, and that it is current, in full compliance, and
has paid all applicable taxes owed to the State of Washington. Contractor represents and
warrants that it is orwill be qualified to do business in other applicable states for purchases under
this Master Contract with each of the Washington State Transit Bus Cooperative member states,
including but not limited to Alaska, Idaho, Oregon, Colorado, Montana, and Nevada.
4.2. SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or
affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in any governmental contract by any governmental
department or agency within the United States.
4.3. QUALITY OF GOODS OR SERVICES. Contractor represents and warrants that any goods and/or services
sold pursuant to this Master Contract shall be merchantable, shall conform to this Master
Contract and Participant's Purchase Order, shall be fit and safe for the intended purposes, shall
be free from defects in materials and workmanship, and shall be produced and delivered in full
compliance with applicable law. Contractor further represents and warrants it has clear title to
the goods and that the same shall be delivered free of liens and encumbrances and that the same
do not infringe any third party patent. The rights and remedies of the parties under this warranty
are in addition to any other rights and remedies of the parties provided by law or equity,
including, without limitation, actual damages, and, as applicable and awarded under the law, to
a prevailing party, reasonable attorneys' fees and costs. Whenever under the Master Contract or
Purchase Order it is provided that Contractor shall furnish materials or manufactured
components or shall do work for which no detailed specifications are set forth, the work
performed shall be in full conformity and harmony with the intent to secure the best standards
of manufacture in the work as a whole or in part. No advantage shall be taken by Contractor in
the omission of any part or detail which goes to make the Transit Buses complete and ready for
MASTER CONTRACT No. 06719-05
PACE 5
UUUUJIIJ.I I CI IVUIUpU IU. lJ I Ur0DUU-r0.7U-1+1+L) 4-y U-F I-LJUDl./ UG IL7/ %-,
reasonable efforts to assist Enterprise Services for a period of sixty (60) days to effectuate a
smooth transition to another contractor to minimize disruption of service and/or costs to the
State of Washington.
4.13. VEHICLE TITLE & REGISTRATION. Contractor represents and warrants that upon payment in full,
Contractor shall convey to Participant all necessary paperwork, including a "manufacturer's
statement of origin" (MSO) and applicable state title application to register the Transit Bus with
the Purchaser's applicable state licensing authority at the time of delivery.
4.14. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Master
Contract and the three (3) year period immediately preceding the award of the Master Contract,
it is not determined, by a final and binding citation and notice of assessment issued by the
Washington Department of Labor and Industries or through a civil judgment entered by a court
of limited or general jurisdiction, to be in willful violation of any provision of Washington state
wage laws set forth in RCW chapters 49.46, 49.48, or 49.52.
4.15. PAY EQuITY. Contractor represents and warrants that, among its workers, similarly employed
individuals are compensated as equals. For purposes of this provision, employees are similarly
employed if the individuals work for the same employer, the performance of the job requires
comparable skill, effort, and responsibility, and the jobs are performed under similar working
conditions. Job titles alone are not determinative of whether employees are similarly employed.
Contractor may allow differentials in compensation for its workers based in good faith on any of
the following: a seniority system; a merit system; a system that measures earnings by quantity
or quality of production; a bona fide job -related factor or factors; or a bona fide regional
difference in compensation levels. A bona fide job -related factor or factors may include, but not
be limited to, education, training, or experience that is: consistent with business necessity; not
based on or derived from a gender -based differential; and accounts for the entire differential. A
bona fide regional difference in compensation level must be consistent with business necessity;
not based on or derived from a gender -based differential; and account for the entire differential.
Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure
to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may
suspend or terminate this Master Contract and any Purchaser hereunder similarly may suspend
or terminate its use of the Master Contract and/or any agreement entered into pursuant to this
Master Contract.
MASTER CONTRACT No. 06719-05
PAGE 7
L/UUUJIyi i r-muiUNe lu. l, I ur0D Vu-r Oz7u-99VY-vu,+ I-u.7D%, I uG 14J I %,
Contractor; provided however that the Participant and Contractor may amend the
Delivery Date by mutual agreement. Deliveries shall occur during Participant's normal
work hours and within the time period mutually agreed in writing between Participant
and Contractor at the time of order placement
(b) Contractor shall deliver all buses with a full tank of fuel and clean inside and out. For any
bus not meeting this requirement, Contractor will be assessed $300. When Transit Buses
are delivered, certificates or releases signed by Participant simply acknowledge receipt of
the Transit Buses and do not constitute acceptance by the Participant of the condition of
the Transit Buses, or its conformance with the terms of the Master Contract or
Participant's Purchase Order. Acceptance by Participant occurs subsequent to final
inspection when Participant provides Contractor with a written Notice of Acceptance.
(c) Contractor shall ship or deliver all goods and/or services purchased pursuant to this
Master Contract, freight charges prepaid by Contractor, FOB Participant's specified
destination with all transportation and handling charges included. Contractor shall bear
all risk of loss, damage, or destruction of the goods and/or services ordered hereunder
that occurs prior to delivery, except loss or damage attributable to Participant's fault or
negligence. Contractor shall use a qualified and experienced common or contract carrier
who is properly licensed and insured. Contractor shall make all arrangements for
shipment.
(d) All packing lists, packages, instruction manuals, correspondence, shipping notices,
shipping containers, and other written materials associated with this Master Contract
shall be identified by the Master Contract number set forth on the cover of this Master
Contract and the applicable Participant's Purchase Order number. Packing lists shall be
included with each shipment and clearly identify all contents and any backorders.
5.6. PROTOTYPE BUSES. If requested by Participant, Contractor shall produce one prototype bus for each
type of bus with respect to the Purchase Order for inspection and testing at the Participant's
facilities. The prototype bus will demonstrate that the bus fully meets all requirements of the
Purchase Order. Contractor shall produce and deliver the prototype bus to Participant for
inspection and testing a minimum of one -hundred twenty (120) days prior to initiation of any
production activities for the remaining buses unless otherwise authorized in writing by
Participant. The cost of transporting the prototype bus to and from the Participant's facilities
shall be at the expense of Contractor. Contractor shall schedule the prototype review with the
Participant when a vehicle has been completed with all equipment and furnishings installed, but
early enough so design changes resulting from the review will not delay production or cause
scrapping of production material.
In the event of nonconformity Participant shall, to the extent practicable, notify Contractor of
said noncomformity. No later than seven (7) days after the end of the fourteen (14) day test,
Participant shall issue a written report to the Contractor that advises the Contractor of any
noncompliance issues and/or any proposed modifications or changes required on the remaining
vehicles. Any failure by Participant to detect any defects or omissions in this testing period will
in no way relieve Contractor from fully complying with the specifications of the Master Contract
and Participant Order. All prototype buses shall be brought up to the final production bus
configuration in all respects at no additional cost to Participant, except as may be agreed by
change orders.
MASTER CONTRACT No. 06719-05
PAGE 9
LJUUUbl I I CI IVCIUpt: ILJ. %, I LJr0DLJU-ro.'7U-4VU4-vu,+ I-LJUDI,/ UL IL.'7! %,
and testing if so requested by the Contractor. Participant retains the right to complete as
thorough an inspection as it deems necessary to determine if each bus is in conformance with
Master Contract and Purchase Orders requirements for configuration and performance
parameters. Contractor shall coordinate and manage Contractor's post -delivery inspection
process and notify the Participant of scheduling and availability of buses ready for pre -
acceptance inspection. Acceptance by the Participant occurs when Participant provides
Contractor with a written Notice of Acceptance, which will be subsequent to final inspection by
responsible assigned employees of the Participant. All acceptances are subject to the warranty
requirements of this Master Contract.
5.10, INSPECTION DEFECTS. If there are any apparent defects in the goods and/or services within the
inspection period, Participant will promptly notify Contractor. At Participant's option, and
without limiting any other rights, Participant may:
Require Contractor to repair or replace, at Contractor's expense, any or all of the
damaged goods; or
>, Require Contractors to refund the price of any or all of the damaged goods; or
Participant may note any damage to the goods on the receiving report, decline
acceptance, and deduct the cost of rejected goods from final payment.
Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods.
If Participant discovers defects during the inspection process, the requirement for timely delivery
under 6.2(a) will continue to run until Contractor resolves the defects and provides Participant
with the applicable goods free of defects. The period for the Delivery Date for the goods will be
tolled for the length of time Participant was in the inspection period until the time that
Participant provided notice of defect to Contractor.
5.11. POST -INSPECTION REPAIRS By CONTRACTOR. In the event of non -acceptance of the bus, Contractor
must begin Work within five (5) working days after receiving notification from Participant of
failure of acceptance tests. Participant shall make the bus available to complete repairs timely
with the Contractor repair schedule. If Contractor fails or refuses to begin the repairs within five
(5) days, then the repair work may be done by Participant's personnel with reimbursement by
Contractor. Contractor shall provide, at its own expense, all spare parts, tools and space required
to complete the repairs. At Participant's option, Contractor may be required to remove the bus
from Participant's property while repairs are being made. If the bus is removed from Participant's
property, then repair procedures must be diligently pursued by Contractor's representatives, and
Contractor shall assume risk of loss while the bus is under its control.
5.12. CONTRACTOR SERVICE AND PARTS SUPPORT. For each Participant Order, Contractor shall supply
Participant with a completed Exhibit D - Contractor Service and Parts Support Data with contact
information on the representatives responsible for assisting Participant, as well as the location
of the nearest distribution center, which shall furnish a complete supply of parts and components
for the repair and maintenance of the buses to be supplied. Contractor shall also submit its policy
on transportation charges for parts other than those covered by warranty.
5.13. PARTS AVAILABILITY GUARANTEE. Contractor guarantees to provide the spare parts, software, and all
equipment necessary to maintain and repair the buses supplied under this Master Contract for a
period of at least twelve (12) years after the date of acceptance. Parts will be interchangeable
with the original equipment and will be manufactured in accordance with the quality assurance
MASTER CONTRACT No. 06719-05
PAGE 11
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Contractor's invoices for payment shall reflect accurate Master Contract prices. Invoices will not
be processed for payment until receipt of a complete invoice as specified herein.
6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Participant. Payment is
due within thirty (30) days of invoice. If Participant fails to make timely payment(s), Contractor
may invoice Participant in the amount of one percent (1%) per month on the amount overdue or
a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the
time specified.
6.3. MILESTONE PAYMENTS. Participant and Contractor may condition payment on the achievement of
various agreed upon milestones for the Transit Buses. Milestone payments will be mutually
agreed upon by Participant and Contractor in regard to timing of milestone, acceptance of
milestone, and amounts for milestone payments. Payment for milestones will follow the
procedure for invoice payment in section 7.2.
6.4. OVERPAYMENTS. Contractor promptly shall refund to Participant the full amount of any erroneous
payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to
Contractor; Provided, however, that Participant shall have the right to elect to have either direct
payments or written credit memos issued. If Contractor fails to make timely payment(s) or
issuance of such credit memos, Participant may impose a one percent (1%) per month on the
amount overdue thirty (30) days after notice to the Contractor.
6.5. No ADVANCE PAYMENT. No advance payments shall be made for any goods or services furnished
by Contractor pursuant to this Master Contract.
6.6. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose
any additional charges including, but not limited to, charges for shipping, handling, or payment
processing.
6.7. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities
pertaining to this Master Contract. Failure to do so shall constitute breach of this Master
Contract. Unless otherwise agreed, Participant shall pay applicable sales tax imposed by the tax
jurisdictions in which delivery occurs on purchased goods and/or services. Contractor, however,
shall not make any charge for federal excise taxes and Participant agrees to furnish Contractor
with an exemption certificate where appropriate.
7. CONTRACT MANAGEMENT.
7.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the
following contract administrators as the respective single points of contact for purposes of this
Master Contract. Enterprise Services' contract administrator shall provide Master Contract
oversight. Contractor's contract administrator shall be Contractor's principal contact for
business activities under this Master Contract. The parties may change contractor administrators
by written notice as set forth below.
Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent
via email, and shall be sent to the respective addressee at the respective address or email address
set forth below or to such other address or email address as the parties may specify in writing:
Enterprise Services Contractor
Attn: David Mgebroff Attn: Amber Lindsey
Washington Dept. of Enterprise Services Complete Coach Works
1863 Service Ct.
Riverside, CA 92507
MASTER CONTRACT No. 06719-05
PAGE 13
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(c) Due dates for Master Contract Sales Reporting. Quarterly Master Contract Sales
Reports must be submitted electronically by the following deadlines for all sales
invoiced during the applicable calendar quarter:
MASTER CONTRACT
FOR CALENDAR QUARTER ENDING
SALES REPORT DUE
March 31:
April 30
June 30:
July 31
September 30:
October 31
December 31:
January 31
8.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee
("VMF") of 0.15 percent on the purchase price for all Master Contract sales (the purchase price
is the total invoice price less applicable sales tax).
(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated
as follows:
Amount owed to Enterprise Services = Total Master Contract sales
invoiced (not including sales tax) x .00150.
(b) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown
as a separate line item on any invoice unless specifically requested and approved by
Enterprise Services.
(c) Enterprise Services will invoice Contractor quarterly based on Master Contract sales
reported by Contractor. Contractors are not to remit payment until they receive an
invoice from Enterprise Services. Contractor's VMF payment to Enterprise Services
must reference this Master Contract number, work request number (if applicable), the
year and quarter for which the VMF is being remitted, and the Contractor's name as
set forth in this Master Contract, if not already included on the face of the check.
(d) Failure to accurately report total net sales, to submit a timely usage report, or remit
timely payment of the VMF, may be cause for Master Contract suspension or
termination or the exercise of other remedies provided by law. Without limiting any
other available remedies, the Parties agree that Contractor's failure to remit to
Enterprise Services timely payment of the VMF shall obligate Contractor to pay to
Enterprise Services, to offset the administrative and transaction costs incurred by the
State to identify, process, and collect such sum, the sum of $200.00 or twenty-five
percent (25%) of the outstanding amount, whichever is greater, or the maximum
allowed by law, if less.
(e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, to
increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the
right to renegotiate Master Contract pricing with Contractor when any subsequent
adjustment of the VMF might justify a change in pricing.
8.3. ANNUAL MASTER CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a detailed
annual Master Contract sales report. Such report shall include, at a minimum: Product
description, part number or other Product identifier, per unit quantities sold, and Master
MASTER CONTRACT No. 06719-05
PAGE 15
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11. WARRANTY.
11.1. CONTRACTOR WARRANTY. Warranties in this document are in addition to any statutory remedies or
warranties imposed on Contractor. Consistent with this requirement, Contractor warrants and
guarantees to Participant each complete Transit Bus and specific subsystems and components as
follows.
Contractor warrants the Transit Buses are of good material and workmanship and agrees to
promptly replace any part or parts, at no cost to the Participant, which by reason of defective
materials or workmanship fail under normal use, free of negligence or accident during the
applicable warranty period. Contractor warranties include the replacement of parts and services
associated with the replacement and repair, including but not limited to any diagnostic,
refurbishment, shipping, or travel costs.
Performance requirements based on design criteria will not be deemed a warranty item.
Contractor shall insure in its procurement arrangements that the warranty requirements of this
Master Contract are enforceable through and against the Contractor's suppliers, vendors,
material men, and subcontractors. Any inconsistency or difference between the warranties
extended to Participants by Contractor and those extended to Contractor by its suppliers,
vendors, material men, and subcontractors, are at the risk and expense of Contractor. Such
inconsistency or difference will not excuse Contractor's full compliance with its obligations under
this Contract.
11.2. WARRANTY INFORMATION. Upon Participant's request, Contractor promptly shall provide complete
copies of all written warranties or guarantees and documentation of any other arrangement
relating to such warranties or guarantees extended by Contractor's suppliers, sub -suppliers,
vendors, material men, and subcontractors covering parts, components, and systems utilized in
the bus. Contractor shall ensure that such suppliers, sub -suppliers, vendors, material men, and
subcontractors satisfactorily perform warranty related work when requested to do so by
Participant.
11.3. SYSTEM WARRANTIES. The following systems are warranted to be free from defects and related
defects for the years and mileage listed in the table below, whichever comes first. Each warranty
is based on regular operation of the bus under the operating conditions prevailing in Participant's
locale.
MASTER CONTRACT No. 06719-05
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L/UUUJIyII CI IVCIUPV IW. %., IUr ODOU-r OC70--+-+ON-7V'i I-OVD\,1 VL IL7/%,
s Alternator: Alternator only. Does not include the drive system.
Charge air cooler: Charge air cooler including core, tanks and including related
surrounding framework and fittings.
Fire suppression: Fire suppression system including tank and extinguishing agent
dispensing system.
Hydraulic systems: Including radiator fan drive and power steering as applicable.
Propulsion cooling systems: Radiator including core, tanks and related framework,
including surge tank. Transmission cooler.
Power electronics: DC/DC converters, inverters, if supplied
Passenger seating excluding upholstery.
* Fuel storage and delivery system.
o Surveillance system including cameras and video recorders.
Contractor warrants the following subsystems to be free from defects and related defects for at
least one year:
In Low voltage and high voltage electrical wiring and harnesses
11.5. SERIAL NUMBERS. Prior to final delivery of each bus, Contractor shall provide a complete electronic
list of serialized units installed on each bus to facilitate warranty tracking. The list will include,
but is not limited to the following:
• Engine
• Transmission or Traction Motor
a Alternator
• Starter
• Destination/Luminator (Major
components)
• Drive axle and non -drive axle(s)
• DVR unit, supporting electronics
(Monitors)
Driver's seat
Battery equalizer
n Radiator package
Exhaust emission components
A/C compressor and
condenser/evaporator unit
a Power steering unit
Fuel cylinders (if applicable)
Air compressor
Wheelchair ramp (if applicable)
Contractor shall provide updated serial numbers resulting from warranty campaigns. The format
of the list will be approved by Participant prior to delivery of the first production bus.
11.6. EXTENSION OF WARRANTY. If, during the warranty period, repairs or modifications on any bus are
made necessary by defective design, materials, or workmanship but are not completed due to
lack of material or inability to provide the proper repair for thirty (30) calendar days, then the
applicable warranty period shall be extended by the number of days equal to the delay period.
11.7. VOIDING OF WARRANTY. The warranty will not apply to the failure of any part or component of the
bus that directly results from misuse, negligence, accident, or repairs not conducted in
accordance with the Contractor -provided maintenance manuals and with workmanship
performed by adequately trained personnel in accordance with recognized standards of the
industry. The warranty will be void if Participant fails to conduct normal inspections and
scheduled preventive maintenance procedures as recommended in the Contractor's
maintenance manuals and if that omission caused the part or component failure. Participant
should maintain documentation, auditable by Contractor, verifying service activities in
conformance with the Contractor's maintenance manuals.
11.8. EXCEPTIONS AND ADDITIONS TO WARRANTY. Warranties will not apply to the following items:
MASTER CONTRACT No. 06719-05
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or its designated representative to perform repair work. At its discretion, Participant may
perform such repair work if it determines it needs to do so based on transit service or other
requirements. Contractor shall reimburse Participant for any warranty -covered repair work it
performs.
12.2. REPAIRS BY THE CONTRACTOR. Participant shall notify Contractor's designated representative within
thirty (30) days if Participant detects a defect within the warranty periods defined in this Master
Contract or the applicable Participant Order. Contractor or its designated representative shall, if
requested, begin repair work on warranty -covered repairs within five (5) calendar days after
receiving notification of a defect from Participant. Participant will make the bus available to
complete repairs timely with the Contractor's repair schedule.
Contractor shall provide at its own expense all spare parts, tools, and space required to complete
repairs. At Participant's option, Contractor may be required to remove the bus from Participant's
property while repairs are made. If the bus is removed from Participant's property, then repair
procedures must be diligently pursued by Contractor's representative.
12.3. REPAIRS BY PARTICIPANT. If Participant performs the warranty -covered repairs, then it must correct
or repair the defect and any related defects utilizing parts supplied by Contractor specifically for
this repair. At its discretion, Participant may use Contractor -specified parts available from its own
stock if deemed in its best interests. Parts supplied by Contractor may be remanufactured but
must have the same form, fit and function, and warranty. The parts will be shipped prepaid to
Participant from any source selected by Contractor within fourteen (14) days of receipt of the
request for said parts and shall not be subject to a handling charge.
12.4. DEFECTIVE COMPONENT RETURN. Contractor may request that parts covered by the warranty be
returned to the manufacturing plant. Contractor will pay the freight costs for this action.
12.5. FAILURE ANALYSIS. Upon specific request of Participant, Contractor will provide a failure analysis of
Fleet Defect or safety -related parts, or major components, removed from buses under the terms
of the warranty that could affect fleet operation. Such reports will be delivered within 60 days of
the receipt of failed parts.
12.6. REIMBURSEMENT FOR LABOR AND OTHER RELATED COSTS. Contractor shall reimburse Participant for
repair labor. The amount is determined by Participant for a qualified mechanic at a straight time
wage rate per hour, which includes fringe benefits and overhead adjusted for Participant's most
recently published rate in effect at the time the repair work is performed, plus the cost of towing
the bus if such action was necessary and if the bus was in the normal service area. These wage
and fringe benefit rates shall not exceed the rates in effect in Participant's service garage at the
time the defect correction is made.
12.7. REIMBURSEMENT FOR PARTS. Contractor shall reimburse Participant for defective parts and for parts
that must be replaced to correct the defect. The reimbursement will be at the current price at
the time of repair and include taxes where applicable, plus fifteen (15) percent handling costs.
Handling costs will not be paid if parts are supplied by Contractor and shipped to Participant.
12.8. REIMBURSEMENT REQUIREMENTS. Contractor shall respond to parts warranty claims with an
accept/reject decision including necessary failure analysis no later than sixty (60) days after
Participant submits the claim and defective part(s), when requested. Reimbursement for all
accepted claims shall occur no later than sixty (60) days from the date of acceptance of a valid
claim. Participant may dispute rejected claims or claims for which Contractor did not reimburse
the full amount. Contractor and Participant will review disputed warranty claims during the
MASTER CONTRACT No. 06719-05
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12.12. TIMEFRAME. Each claim must be submitted no more than thirty (30) days from the date of failure
and/or repair, whichever is later. All defective parts must be returned to the Contractor, when
requested, no more than forty-five (45) days from the date of repair.
13. QUALITY ASSURANCE
13.1. QUALITY ASSURANCE ORGANIZATION ESTABLISHMENT. Contractor shall establish and maintain an
effective in -plant quality assurance organization.
13.2. QUALITY CONTROL. The quality assurance organization shall exercise quality control over all phases
of production, from initiation of design through manufacture and preparation for delivery. The
organization shall also control the quality of supplied articles.
13.3. AUTHORITY AND RESPONSIBILITY. The quality assurance organization shall have the authority and
responsibility for reliability, quality control, inspection planning, establishment of the quality
control system, and acceptance/rejection of materials and manufactured articles in the
production of the transit buses.
13.4. MINIMUM FUNCTIONS. The quality assurance organization shall include the following minimum
functions:
a Work instructions: The quality assurance organization shall verify inspection operation
instructions to ascertain that the manufactured product meets all prescribed requirements.
Records maintenance: The quality assurance organization shall maintain and use records
and data essential to the effective operation of its program. These records and data shall be
available for review by the resident inspectors. Inspection and test records for this
procurement shall be available for a minimum of one year after inspections and tests are
completed.
a Corrective action: The quality assurance organization shall detect and promptly ensure
correction of any conditions that may result in the production of defective transit buses.
These conditions may occur in designs, purchases, manufacture, tests or operations that
culminate in defective supplies, services, facilities, technical data or standards.
13.5. BASIC STANDARDS AND FACILITIES. The following standards and facilities shall be basic in the quality
assurance process:
Configuration control: Contractor shall maintain drawings, assembly procedures and
other documentation that completely describe a qualified bus that meets all of the options
and special requirements of each Purchase Order. The quality assurance organization shall
verify that each transit bus is manufactured in accordance with these controlled drawings,
procedures and documentation.
a Measuring and testing facilities: Contractor shall provide and maintain the necessary
gauges and other measuring and testing devices for use by the quality assurance
organization to verify that the buses conform to all specification requirements. These
devices shall be calibrated at established periods against certified measurement standards
that have known, valid relationships to national standards.
a Production tooling as media of inspection: When production jigs, fixtures, tooling
masters, templates, patterns and other devices are used as media of inspection, they shall
be proved for accuracy at formally established intervals and adjusted, replaced or repaired
as required to maintain quality.
MASTER CONTRACT No. 06719-05
PAGE 23
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become obsolete as a result of engineering changes or other actions shall be controlled to
prevent unauthorized assembly or installation. Unusable articles shall be isolated and then
scrapped. Discrepancies noted by the Contractor or resident inspectors during assembly
shall be entered by the inspection personnel on a record that accompanies the major
component, subassembly, assembly or bus from start of assembly through final inspection.
Actions shall be taken to correct discrepancies or deficiencies in the manufacturing
processes, procedures or other conditions that cause articles to be in nonconformity with
the requirements of the Contract specifications. The inspection personnel shall verify the
corrective actions and mark the discrepancy record. If discrepancies cannot be corrected by
replacing the nonconforming materials, then the Agency shall approve the modification,
repair or method of correction to the extent that the Contract specifications are affected.
u Quality assurance audits: The quality assurance organization shall establish and maintain
a quality control audit program. Records of this program shall be subject to review by the
Agency.
14. CLAIMS.
14.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all
risks of personal injury or property damage to itself and its employees and agents in connection
with its operations under this Master Contract. Neither Enterprise Services nor any Participant
has made representations regarding any factor affecting Contractor's risks. Contractor shall pay
for all damage to any Participant's property resulting directly or indirectly from its acts or
omissions under this Master Contract.
14.2. THIRD -PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend,
indemnify, and hold harmless Enterprise Services and any Participant and their employees and
agents from and against all claims, demands, judgments, assessments, damages, penalties, fines,
costs, liabilities or losses including, without limitation, sums paid in settlement of claims,
attorneys' fees, consultant fees, and expert fees (collectively "claims") arising from any act or
omission of Contractor or its successors, agents, and subcontractors under this Master Contract,
except claims caused solely by Enterprise Services or any Participants' negligence. Contractor
shall take all steps needed to keep Participant's property free of liens arising from Contractor's
activities, and promptly obtain or bond the release of any such liens that may be filed.
15. DISPUTE RESOLUTION.
15.1. DISPUTE PROCEDURE. The parties shall cooperate to resolve any dispute pertaining to this Master
Contract efficiently, as timely as practicable, and at the lowest possible level with authority to
resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated
within each organization. In such situation, upon notice by either party, each party, within five
(5) business days shall reduce its description of the dispute to writing and deliver it to the other
party. The receiving party then shall have three (3) business days to review and respond in
writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties
shall schedule a conference between the respective senior manager of each organization to
attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to
court to resolve the dispute.
15.2. PERFORMANCE DURING DISPUTE. Unless otherwise directed by Enterprise Services, Contractor shall
continue performance under this Master Contract while matters in dispute are being resolved.
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(b) Termination for Public Convenience. Enterprise Services, for public convenience,
may terminate this Master Contract; Provided, however, that such termination for
public convenience must, in Enterprise Services' judgment, be in the best interest of
the State of Washington; and Provided farther, that such termination for public
convenience shall only be effective upon sixty (60) days prior written notice; and
Provided further, that such termination for public convenience shall not relieve any
Participant from payment for goods and/or services already ordered as of the
effective date of such notice. Except as stated in this provision, in the event of such
termination for public convenience, neither Enterprise Services nor any Participant
shall have any obligation or liability to Contractor.
16.6. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or
in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination.
Accordingly, Contractor shall deliver to Participants all goods and/or services that are complete
(or with approval from Enterprise Services, substantially complete) and Participants shall inspect,
accept, and pay for the same in accordance with this Master Contract and the applicable
Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not
process any orders after notice of suspension or termination inconsistent therewith.
17. FTA ROLE IN DISPUTES, BREACHES, DEFAULTS, OR OTHER LITIGATION.
17.1. FTA INTEREST. The U.S. Federal Transit Administration ("FTA") has a vested interest in the
settlement of any violation of federal law, regulation, or requirement, or any disagreement
involving the award, this Master Contract, and any amendments thereto including, but not
limited to, a default, breach, major dispute, or litigation. Accordingly, FTA shall have the right to
concur in such any settlement or compromise.
17.2. NOTIFICATION TO FTA. If a current or prospective legal matter that may affect the Federal
Government emerges, Enterprise Services and Participant promptly shall notify the FTA Chief
Counsel, or FTA Regional Counsel for the Region in which Enterprise Services and Participant are
located.
1. The types of legal matters that require notification include, but are not limited to, a major
dispute, breach, default, litigation, or naming the Federal Government as a party to litigation
or a legal disagreement in any forum for any reason.
2. Matters that may affect the Federal Government include, but are not limited to, the
Federal Government's interests in the award, this Master Contract, and any amendments
thereto, or the Federal Government's administration or enforcement of federal laws,
regulations, and requirements.
3.If Enterprise Services or Participant have credible evidence that a Principal, Official,
Employee, Agent, or Third Party Participant of Enterprise Services or Participant, or other
person has submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or
has committed a criminal or civil violation of law pertaining to such matters as fraud, conflict
of interest, bribery, gratuity, or similar misconduct involving federal assistance, Enterprise
Services and Participant promptly shall notify the U.S. DOT Inspector General, in addition to
the FTA Chief Counsel or Regional Counsel for the Region in which the Enterprise Services
and Participant are located.
MASTER CONTRACT No. 06719-05
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18.11. FEDERAL FUNDS. To the extent that any Participant uses federal funds to purchase goods and/or
services pursuant to this Master Contract, such Participant shall specify, with its order, any
applicable requirement or certification that must be satisfied by Contractor at the time the order
is placed or upon delivery.
18.12. SEVERASILITY. If any provision of this Master Contract is held to be invalid or unenforceable, such
provision shall not affect or invalidate the remainder of this Master Contract, and to this end the
provisions of this Master Contract are declared to be severable. If such invalidity becomes known
or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to
amend such provision as nearly as possible to be consistent with the intent of this Master
Contract.
18.13. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and
conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to
notify the other party in the event of breach, shall not release the other party of any of its
obligations under this Master Contract, nor shall any purported oral modification or rescission of
this Master Contract by either party operate as a waiver of any of the terms hereof. No waiver
by either party of any breach, default, or violation of any term, warranty, representation,
contract, covenant, right, condition, or provision hereof shall constitute waiver of any
subsequent breach, default, or violation of the same or other term, warranty, representation,
contract, covenant, right, condition, or provision.
18.14. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in
or otherwise made pursuant to this Master Contract shall survive and remain in effect following
the expiration or termination of this Master Contract, Provided, however, that nothing herein is
intended to extend the survival beyond any applicable statute of limitations periods.
18.15. GOVERNING LAW. The validity, construction, performance, and enforcement of this Master
Contract shall be governed by and construed in accordance with the laws of the State of
Washington, without regard to its choice of law rules. The validity, construction, performance,
and enforcement of Purchase Orders shall be governed by and construed in accordance with the
laws of the Participant's jurisdiction.
18.16. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this
Master Contract, the parties agree to exclusive in jurisdiction in Thurston County Superior Court
for the State of Washington and agree that in any such action venue shall lie exclusively at
Olympia, Washington. In the event that any action is brought to enforce any provision of a
Purchase Order, the parties agree to submit to exclusive jurisdiction and venue in the
Participant's jurisdiction.
18.17. ATTORNEYS' FEES. Should any legal action or proceeding be commenced by either party in order
to enforce this Master Contract or any provision hereof, or in connection with any alleged
dispute, breach, default, or misrepresentation in connection with any provision herein
contained, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs
incurred in connection with such action or proceeding, including costs of pursuing or defending
any legal action, including, without limitation, any appeal, discovery, or negotiation and
preparation of settlement arrangements, in addition to such other relief as may be granted.
18.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Master Contract shall be construed as
a whole according to their common meaning and not strictly for or against any party and
consistent with the provisions contained herein in order to achieve the objectives and purposes
MASTER CONTRACT No. 06719-05
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EXHIBIT C
City's Insurance and Indemnity
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insurer has commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by VENDOR shall not be deemed to
release or diminish the liability of VENDOR, including, without limitation, liability under
the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The
policy limits do not act as a limitation upon the amount of indemnification to be provided
by VENDOR. Approval or purchase of any insurance contracts or policies shall in no
way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees,
contractors, sub -contractors, subcontractors, or anyone employed directly or indirectly
by any of them.
1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the
City of Fresno with verification of, manufacturer's products liability insurance policy in
excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s)
equipment. Certificates shall be issued by an insurance company meeting the
requirements to conduct business in the state of California. City of Fresno is required to
be an additional insured with primary and non- contributory coverage in favor of the City
on this General Liability Policy.
If the scope of work includes delivery and/or installation the requirements below
apply in addition to the above requirements.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for "bodily injury," "property damage" and
"personal and advertising injury" with coverage for premises and operations (including
the use of owned and non -owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under "Minimum Limits of
Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non -
owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
MINIMUM LIMITS OF INSURANCE
VENDOR shall procure and maintain for the duration of the contract, and for 5 years
thereafter, insurance with limits of liability not less than those set forth below. However,
insurance limits available to CITY, its officers, officials, employees, agents and
LJUUU,Il I I CIIVUIUytC ILJ. %-, I Vr0DLJU-r0�U-'+-tJ-+-�U'-F I-LJSOI.i/ UL 14J 11.
endorsements, evidencing renewal of such policy not less than fifteen (15) calendar
days prior to the expiration date of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall be
written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be
endorsed to name City, its officers, officials, agents, employees and volunteers as an
additional insured all ongoing and completed operations. Additional Insured
endorsements under the General Liability policy must be as broad as that contained in
ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be
endorsed to contain, that VENDOR'S insurance shall be primary to and require no
contribution from the City. Primary and Non Contributory language under the General
Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These
coverages shall contain no special limitations on the scope of protection afforded to
City, its officers, officials, employees, agents and volunteers.
(v) Should any of these policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated
limits.
(vi) All insurance policies required herein shall contain, or be endorsed to contain, a
waiver of subrogation as to CITY, its officers, officials, agents, employees and
volunteers.
PROVIDING OF DOCUMENTS
VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required herein. All certificates and applicable endorsements are to be
received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy
of the original policy. This requirement shall survive expiration or termination of this
Agreement. All subcontractors working under the direction of VENDOR shall also be
required to provide all documents noted herein.
SUBCONTRACTORS
If VENDOR subcontracts any or all of the services to be performed under this
Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or
designee, subcontractor(s) to enter into a separate Side Agreement with the City to
provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is
required, VENDOR will be solely responsible for ensuring that it's subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.