Fort Walton Beach Council agenda — 06-25-13--regular — reading text

LL NOW, THEREFORE, in consideration of the mutual promises and covenants, S obligations, and terms hereinafter set forth, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, City and Contractor 15 hereby agree as follows: a SECTION 1. 0 Purchase of Vehicles 1. 1 Contractor shall provide such light duty vehicles, including associated accessories or equipment ( "Vehicles "), as the City may order from time to time. All Vehicles shall be priced, designed, manufactured, and equipped in accordance with the specifications set forth in the Proposal and applicable Change Orders executed by the parties unless otherwise stated in this Contract. All Vehicles shall conform and comply with all applicable federal, state, and local laws, statutes, ordinances, and regulations. If so requested by the City, Contractor shall install associated accessories or equipment or shall cause the manufacturer of associated accessories or equipment to install or mount the same. cLight "„troy,-Duty VA,, Iuj Page I of H rPa' g. 35  F8 1.. 4.b 1. 1. 1 The Contractor and the City Fleet Management Division ( " FMD") may schedule the following meetings with respect to each order received from the City. 1) A pre -production meeting to completely review the Vehicle specifications prior to commencing assembly or production. At the discretion of the City, this meeting will be held by conference call or on site at either FMD or the Contractor's facilities. ii) A second meeting, if required by the City, will be held either by conference call or on site at FMD or the Contractor's facilities, as detennined by the City. iii) A final review and inspection when each Vehicle is considered by the Contractor to be complete. In addition to a complete inspection, City representatives will conduct a full performance test of each Vehicle, including all integral systems. The Contractor shall provide all technical information and representatives reasonably required to assist the City in these inspections and shall make available to the City all reasonably required third -party certifications. A technician shall be available to complete any needed repairs or to replace items not meeting specifications. At the option of the City, this meeting will be held either at FMD facilities or at the Contractors facilities. The contractor shall be responsible for all accessories and equipment installed or provided by the Contractor or the manufacturer under this Contract; however, the Contractor will not be responsible for any accessories or equipment that is provided or installed by other contractors at the direction of the City. The Contractor shall coordinate arrangements for these meetings with FMD staff at least three weeks prior to the scheduled meeting. The Contractor shall bear all costs related to participation of its representatives or personnel in these meetings and activities. 1. 1. 2 The City or the Contractor, at any time, may request changes in the specifications or requirements related to particular Vehicles. No changes shall become effective until reduced to writing and signed by duly authorized representatives of each party ( " Change Order"). All such Change Orders shall include, as a minimum, the following information: i) The speck changes to be made, ii) Changes, if any, in the time for delivery of each completed Vehicle; and, Contract Light -DW, Vehld,$) Page 2 of 14 tbket  8. 1. 4. b iii) Changes in the price of each completed vehicle and associated accessories or equipment. SECTION 2.0 PURCHASE OF PARTS. 2. 1 The Contractor shall provide such parts for all Vehicles as the City may order from time to time. The Contractor shall provide on -line parts ordering capability, if available, for the City and, upon request, will provide original manufacturer part LL numbers. All parts ordered by the City shall be delivered FOB to FMD facilities on the next business day from placement of the order. Orders received by Contractor after 4:00 p. m. ( ET) will be considered as being received on the r following business day. Delays in shipment beyond the reasonable control of the Contractor shall be subject to Section 11. 1; provided, however, the Contractor, in a' o such event, shall promptly notify the City regarding the details of any such delay O so the City can make a final determination regarding responsibility. Long lead ' time parts or components not reasonable to inventory or fabricated components a not reasonable to inventory are examples of orders that may require a longer delivery time. The Contractor shall expedite all such orders as reasonably timely n as is possible. SECTION 3. 0 TERM. The Term of this Contract shall be a period of five ( 5) years, commencing on the date executed by the City unless earlier terminated in accordance with the terms of this Contract. Such term may be extended for an additional five ( 5) year period, subject to mutual agreement of the parties. SECTION 4.0 CONTRACT PRICING AND PAYMENT. 4. 1 Vehicles. 4. 1. 1 During the Term, the City shall pay the Contractor for each Vehicle ordered and accepted by the City based upon the Contractor's current pricing at the time a particular order is placed, provided, however, that such price shall not exceed the following: i) for the current model year, the initial prices as set forth in the Proposal; or ii) for subsequent model years, the purchase price paid for such model during the preceding model year plus any price increases from the manufacturer, but the City reserves the right to purchase comr= t Light -Duty Vehicles) Page 3 of74 eket 7  e. t. 4. b from any other manufacturer /dealer at its option if in the opinion of the City the manufacturer raised prices above industrial standards. 4. 1. 2 All prices shall be F. O.B. City of Tallahassee, FMD facilities (400 Dupree Street, Tallahassee, Florida). In addition to the limitations set forth in Section 4. 1. 1 above, the prices offered to the City during the term of this Contract shall be no greater than the lowest price offered by the Contractor to any governmental agency customer. The lowest price shall o be based on the total price for each Vehicle, including accessories, equipment or components such as bodies. The City shall have the right to annually review and audit all Contractor contracts and sales records to a verify that the Contractor is in compliance with this most favored pricing t requirement. If the Contractor is found not to be in compliance, the City 2 will notify the Contractor, in writing, of such fact, and the Contractor, within a' 30 days of its receipt of such notice, shall pay to the City the applicable o price differential for each affected Vehicle purchased by the City, plus a interest thereon at the rate of six percent (6 %), for the period from the date a of final acceptance of each Vehicle through the date of such notice from M the City. 4.2 Parts and Accessories. The Contractor shall sell to the City all parts and accessories, including OEM parts, at Contractor's cost plus 10 %. The City shall also pay applicable freight charges. The City shall also pay applicable freight charges. The City will maintain a stock of parts and accessories at its FMD facilities to support repair and maintenance of the Vehicles. The Contractor agrees to furnish all parts and accessories ordered by the City under consignment. Not later than the tenth day of each month, FMD staff will submit a monthly report to the Contractor identifying the parts and accessories used during the preceding month, and the Contractor shall render an invoice for such parts and accessories to the City. The pricing offered to the City during the term of this Contract shall be no greater than the lowest price offered by the Contractor to any other governmental customer. The City shall have the right to annually review and audit all Contractor records to verify that the Contractor is in compliance with this pricing requirement. If the Contractor is found not to be in compliance, the City will notify the Contractor, in writing, of such fact, and the Contractor, within 30 days of its receipt of such notice, shall pay to the City the applicable price differential for all affected parts and accessories purchased by the City, plus interest thereon at the rate of six percent (6 %), for the period from the date of delivery of the affected parts or accessories through the date of such notice from the City. Upon expiration or earlier termination of this Contract, the City will either pay for or return to