THE NORTH METRO TASK FORCE AND CITY OF THORNTON, COLORADO

REQUEST FOR PROPOSALS

FOR

THE LEASE OF VEHICLES

RFP NUMBER: 135-11 DATE OF PROPOSAL SUBMISSION: June 16, 2011 DEADLINE FOR PROPOSAL SUBMISSION: 5:00 P.M.

PROPOSAL SUBMITTAL LOCATION:

CITY OF THORNTON CITY HALL 9500 CIVIC CENTER DRIVE, 2ND FLOOR THORNTON, COLORADO 80229-4326 ATTENTION: PURCHASING OFFICE

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II. INDEX OF CONTENTS

I. TITLE PAGE II. INDEX OF CONTENTS III. NOTICE REQUEST FOR PROPOSAL IV. INFORMATION FOR PROPOSING FIRMS V. PROPOSAL PREPARATION AND FORMAT VI. SCOPE OF SERVICES/SPECIFICATIONS VII. TERMS AND CONDITIONS OF AGREEMENT VIII. PROPOSING FIRMS SIGNATURE PAGE IX. EXHIBIT "A" ACCEPTANCE OF CONDITIONS STATEMENT X. EXHIBIT "B" SCHEDULE OF CHARGES XI. EXHIBIT "C" REFERENCE AUTHORIZATION AND RELEASE FORM XII. EXHIBIT "D" AFFIDAVIT XIII. EXHIBIT "E" IMMIGRATION CERTIFICATION

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III. NOTICE REQUEST FOR PROPOSAL

The North Metro Task Force (NMTF) and the City of Thornton, Colorado, (Thornton) respectfully requests separate sealed Proposals for the The Lease of Vehicles, RFP No. 135-11 (hereinafter referred to as Project). The initial term of the agreement shall terminate on September 30, 2012; however, NMTF shall have the sole option of renewing the agreement for up to four (4) additional one (1) year terms. The rates shall remain fixed for the initial term. Rates for the subsequent renewal terms shall be negotiated and agreed upon by the Parties prior to the beginning of each such renewal term, provided however, that increases in rates shall not exceed the inflation rate defined by the Denver-Boulder-Greeley, Colorado, CPI Index. Proposals will be received until 5:00 p.m., June 16, 2011 in the Purchasing Office, City of Thornton, Colorado, 9500 Civic Center Drive, 2nd Floor City Hall, Thornton, Colorado 80229-4326. Thornton utilizes the Rocky Mountain E-Purchasing System (RMEPS) at www.RockyMountainBidSystem.com to distribute official copies of the Request for Proposals (RFP) for use in preparing Proposals. Proposing firms will be required to register with the website to download the RFP documents and addenda. If you experience problems with the RMEPS website, please call 1-800-677-1997, extension 214 or 221 for assistance. There is no charge by Rocky Mountain E-Purchasing for this service. Proposing firms are required to acknowledge all addenda with their Proposal and are encouraged to either register with the website or to view the addenda posted on the Contracts and Purchasing bulletin board prior to submission of a Proposal. Proposing firms that do not acknowledge all addenda may be considered non-responsive. The RFP documents, including addenda, are also available for viewing at the Purchasing Office located on the 2nd floor of City Hall at 9500 Civic Center Drive, Thornton, Colorado. Proposing firms that do not have download and/or printing capability in-house may contact a commercial reprographics company for assistance with downloading and printing the RFP. At the designated time, sealed Proposals will be publicly opened. Proposing firms are invited, but not required, to attend the opening. Proposals shall be submitted in a sealed envelope(s) or box(es) and plainly marked with the name and address of the proposing firm and with the Request for Proposals (RFP) name and number, The Lease of Vehicles, RFP No. 135-11. Sealed Proposals sent by postal or courier service shall be enclosed in a mailing envelope which is addressed to the Senior Purchasing Analyst and is plainly marked Proposal Enclosed, The Lease of Vehicles, RFP No. 135-11. No Proposals will be considered which are received after the time specified. Any Proposals so received shall be returned unopened to the proposing firm and will not be considered under any circumstances. Sole responsibility rests with the proposing firm to see that their Proposal is received on time at the stated location. TELEGRAPHIC
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AND/OR PROPOSALS SENT BY ELECTRONIC DEVICES ARE NOT ACCEPTABLE AND WILL BE REJECTED UPON RECEIPT. Any modifications or withdrawal of a Proposal, prior to the submission deadline for the Proposal, is subject to the same conditions stated above, except that withdrawal of a Proposal by telegraphic or electronic transmission is acceptable. A Proposal may also be withdrawn in person by a proposing firms authorized representative, provided identification is supplied and a receipt is signed for the Proposal, but only if the withdrawal is made prior to the deadline set for submission of Proposals. Proposals submitted must meet or exceed the Scope of Services contained in the RFP document. NMTF and Thornton reserve the right to reject any and all Proposals, or any part thereof, to waive any formalities or informalities and further, to make Award(s) to the most responsive and responsible proposing firm(s) as deemed in the best interest of NMTF and Thornton. Any questions concerning this Project shall be directed in writing to the City of Thornton, 9500 Civic Center Drive, Thornton, Colorado, 80229-4326, Attn: Susan White, C.P.M., Senior Purchasing Analyst, Fax No. 303-538-7556, E-mail susan.white@cityofthornton.net, between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding holidays. The deadline for submission of questions is ten (10) Calendar Days prior to the date set for submission of Proposals.

First Published: May 19, 2011, Northglenn-Thornton Sentinel Last Published: May 26, 2011, Northglenn-Thornton Sentinel

Signed: Susan White Susan White, C.P.M. Senior Purchasing Analyst

Date: 5/16/11

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IV. INFORMATION FOR PROPOSING FIRMS

1. PROPOSAL EVALUATION AND AWARD All Proposals will be evaluated by the NMTF Command Staff and forwarded to the NMTF Governing Board for approval. Proposals shall be evaluated on the basis of the Evaluation Criteria noted herein. The Committee may make a selection based on the Proposals received or may choose to "short list" prospective firms for further negotiations. The firm selected for the Award will be chosen on the basis of the apparent greatest benefit to NMTF and Thornton, and not necessarily on the basis of lowest price. The Governing Board for NMTF shall make the final determination of the firm selected. NMTF and Thornton reserve the right to make multiple Awards if deemed in the best interest of Thornton and NMTF. NMTF and Thornton reserves the right to negotiate final terms with the selected proposing firm that may vary from those contained in this document. 2. TAXES NMTF is exempt from city, state, and federal sales/excise taxes. Certificates will be issued upon request. Any appropriate taxes shall be shown as a separate item in your Proposal. 3. QUALIFICATIONS No Proposal shall be accepted from, and no Contract will be awarded to any person, firm, or corporation that is in arrears to NMTF or Thornton, upon debt or Contract that is a defaulter, as surety or otherwise, upon any obligation to NMTF or Thornton, or that is deemed irresponsible or unreliable by NMTF and Thornton. If requested, firms shall be required to submit satisfactory evidence that they have a practical knowledge of the particular supply/service proposed and that they have the necessary financial resources to provide the proposed supply/service called for as described in the attached Scope of Services. 4. PROPOSAL FORMAT Each proposing firm must submit Proposals in the format specified. The proposing firm shall sign the Proposal correctly, and respond to all requested information. A Proposal may be rejected if it shows any omissions, alterations of form, additions not called for, conditional proposals, or irregularities of any kind. 5. DEVIATION FROM THE SCOPE OF SERVICES/SPECIFICATIONS Any deviation from the Scope of Services MUST be noted in detail, and submitted in writing with the Proposal. Complete specifications shall be attached for any substitutions proposed, or when amplifications are desirable or necessary. The absence of a Scope Deviation Statement and accompanying specifications will hold the proposing firm strictly accountable to the Scope of Services as written herein. Failure to submit a document of Scope Deviation, if applicable, shall be grounds for
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rejection. If specifications or descriptive papers are submitted with Proposals, the proposing firm's name shall be clearly shown on each document. 6. PROPOSING FIRM'S REPRESENTATION Each firm must sign the Proposal with their usual signature and shall give their full business address on the form provided in this RFP. Proposals by partnerships shall be signed with the partnership name by one (1) of the members or by an authorized representative. Proposals by corporations shall be signed with the name of the corporation, followed by the signature and designation of the President, Secretary, or other person authorized to bind it in the matter and shall either have the corporate seal affixed thereto or the signature shall be attested by another officer of the corporation. 7. PRESENTATION All Proposals shall be prepared in a comprehensive manner as to content; however, no necessity exists for expensive binders or promotional material. All costs, including travel and expenses, incurred in the preparation of the Proposal shall be borne solely by the proposing firm. Only one (1) Proposal will be accepted from any person, firm, or corporation. If the RFP requests proposals on multiple options, the proposal options must be contained within a single overall Proposal document. 8. SCOPE CHANGES, ADDITIONS, AND DELETIONS All changes in RFP documents shall be through written addendum and furnished to all proposing firms. Verbal information obtained will NOT be considered in the Award process. 9. PROPOSAL CHANGES Proposals, amendments thereto, or Withdrawal Requests received after the date and time advertised for submission of Proposals will be void regardless of when they were mailed. 10. CONFIDENTIAL AND PROPRIETARY INFORMATION Prior to Award, any information contained within the Proposal may be held confidential and proprietary by NMTF and Thornton as solely determined by NMTF and Thornton. After Award, the information within the Proposal becomes public information with the exception of information that has been clearly marked as confidential and proprietary by the proposing firm and which complies with Colorados Open Records Act. NMTF and Thornton shall be held harmless from any claims arising from the release of confidential and proprietary information not clearly designated as such by the proposing firm and/or not agreed in advance by NMTF and Thornton to be confidential and proprietary. In general, it is not acceptable to NMTF and Thornton to mark information other than financial statements, project financing data, litigation history, or tax audit history as
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confidential and proprietary. Further, it is not acceptable to mark pricing information as confidential and proprietary. Failure to adhere to these restrictions may result in the Proposal being deemed non-responsive.
11. EVALUATION CRITERIA

Proposals will be evaluated on the basis of the following criteria: A. Responsiveness to the needs of NMTF, both in the time to complete the Work and in the Scope of Services offered. Responsibility of the proposing firm and its experience in dealing with municipal governments in performing work of similar size, scope, and nature. The degree to which the Proposal meets or exceeds the terms of the RFP. Results of reference checks. The proposing firms fee structure based on the goods and services to be provided and future cost effectiveness. The most beneficial functional leasing options offered. The requirements of the lease agreement that will be signed. DISTRIBUTION OF DOCUMENTS AND

B.

C. D. E.

F. G. 12.

TELEGRAPHIC/ELECTRONIC SUBMITTAL OF PROPOSALS

ANY ALTERATION TO THE TEXT AND SUBSTANCE SET FORTH IN THIS DOCUMENT IS ABSOLUTELY PROHIBITED AND WILL RESULT IN THE IMMEDIATE REJECTION OF THE ALTERED PROPOSAL. If exceptions are taken to the language provided in this document, they must be submitted as an attachment to the Proposal and not by alteration of the original text. Thorntons file copy of this document will be the official and binding version in determining a resolution to any discrepancy in the Award of this solicitation, and the administration of resulting Agreements. TELEGRAPHIC AND/OR PROPOSALS SENT BY ELECTRONIC DEVICES ARE NOT ACCEPTABLE AND WILL BE REJECTED UPON RECEIPT. Proposing firms will be expected to allow adequate time for delivery of their Proposal either by airfreight, postal service, or other than telegraphic/electronic means. 13. COST EVALUATION NMTF and Thornton reserves the right to base its evaluation on a "Should Cost" analysis to reflect the real costs to NMTF and Thornton arising out of or incidental to the Award. Proposing firms should therefore avoid unbalanced pricing and other cost presentation tactics that attempt to understate, conceal, or distort real costs, or
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otherwise take advantage of a mere formula-oriented, non-judgmental type of cost or price analysis. NMTF and Thornton shall look to substance more than format and shall perform its cost and price evaluation on the basis of probable real costs. 14. COMMUNICATIONS NMTF and Thornton shall maintain control of its internal and third party communications during the procurement process to prevent biased evaluations, and compromises of confidential information, and to preserve the competitiveness and integrity of such procurement efforts. Proposing firms should not disclose their pricing to any employees of NMTF or Thornton other than the contact representative designated in this document. Attempts by proposing firms to establish informal communications channels regarding this procurement with NMTF and Thornton employees not involved in this acquisition will be viewed negatively and may result in rejection of the offending firm's Proposal. 15. PROPOSAL GUARANTY All terms and prices quoted must be firm, and Proposal may not be withdrawn for a period of thirty (30) Calendar Days following the Proposal submittal date. 16. BACKGROUND INFORMATION The North Metro Task Force (NMTF) is an agency formed and supported for investigative purposes in the north Denver metropolitan area. The Task Force uses a fleet pool that includes a variety of sedans, trucks, and SUVs. The current lease expires on September 30, 2011. The successful proposing firm will be required to have all vehicles that will be leased on site at the NMTF and in service by COB on September 30, 2011, for use beginning on October 1, 2011. NMTF typically leases approximately twenty-one (21) vehicles per year. NMTF will provide fuel for each vehicle at its own expense. The vehicle will be returned to the Vendor in its original condition accepting for fair wear and tear. NMTF will provide insurance for each vehicle. Acceptable colors shall include muted tones of maroon, blues, and greens. White, black, and bright reds or bright blues are not acceptable. NMTF requires that there be no more than two (2) vehicles of the same make and model, and those two (2) vehicles must be different colors.

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V. PROPOSAL PREPARATION AND FORMAT

PROPOSAL ELEMENTS AND FORMAT 1. Proposals submitted shall contain all information as requested herein, and any additional information necessary to summarize the overall benefit of the Proposal to NMTF and Thornton. Please provide one (1) original and three (3) copies of the Proposal. Proposals shall include the following: A. A cover letter stating the name, address, and telephone number of the proposing firm, and bearing the signature of the person having the authority to make the Proposal for the firm. A narrative which demonstrates the proposing firm's understanding of the Scope of Work and the technical requirements, identifying any foreseeable technical problems in the design, development, implementation, or testing of the Work. Describe how objectives identified in the RFP will be achieved. A timeline outlining the phases, if any, and the dates and specific tasks necessary to complete the Work; including the specific employees involved. A list of at least five (5) references for which similar services have been provided. Include contact names, addresses, and telephone numbers. Any other information deemed necessary by the proposing firm. An executed Exhibit A, Acceptance of Conditions Statement, which: 1) Affirms the acceptance of all conditions or requirements contained in the RFP; 2) Discloses any family members of NMTF and Thornton employees, officers, board or Council members; and 3) Acknowledges all addenda. A completed Exhibit C, Reference Authorization and Release Form. Provide one (1) completed form. Thornton will make necessary copies and will insert the references name in the To: section prior to forwarding the document to the proposing firms references. A completed proposing firms Signature Page. Note: Exhibit D, Affidavit, and Exhibit E, Immigration Certification are required to be submitted only after Award is made to the successful firm. Exhibit D, Affidavit, is required if the successful firm is an individual or sole proprietor. Exhibit E, Immigration Certification, is required if the successful firm provides a service and not a product.
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2.

B.

C.

D.

E. F.

H. I.

J. L. K. 3.

A copy of any lease agreement that NMTF is required to sign. A list of locations for maintenance of vehicles. A list of available vehicle makes, models, and colors.

Submittal of a Proposal shall be taken as prima facie evidence that the proposing firm has full knowledge of the scope, nature, quality, and quantity of the Work to be performed, and the detailed requirements and conditions under which the Work is to be performed.

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VI. SCOPE OF SERVICES/TECHNICAL SPECIFICATIONS

Vehicles shall be of the latest model year when provided, and shall have less than one hundred (100) miles registered on the odometer. Each vehicle shall include a full size spare tire. There shall be no penalty or additional charge to NMTF for vehicles that are driven twenty thousand (20,000) miles or less during a calendar year. Vendor shall perform all warranty maintenance including preventive, scheduled, and unscheduled maintenance, parts, batteries, safety maintenance, or fluids associated with vehicle maintenance. All services must be performed/installed/added by the Vendor or Vendor-approved agent and shall be included in the monthly lease charge. Maintenance shall also include all necessary tire replacement, mounting, balancing, and wheel alignment. Additionally, NMTF shall have the option to include oil changes and tire replacement under a maintenance agreement. A list of Vendor-approved agents (maintenance providers) shall be provided and kept current by Vendor. NMTF reserves the right to select this option or select providers separate from the lease agreement. In the event the vehicle is determined to be non-repairable or is stolen, NMTF requires a replacement vehicle with comparable standard options and lease rate to be delivered within ten (10) Calendar Days from the date of damage or loss. The Vendor may exceed vehicle options so long as the lease rate for the replacement vehicle does not exceed the lease rate for the vehicle being replaced. NMTF requires a roadside assistance program that includes towing to the nearest Vendor-approved maintenance location; on-site locksmith, fuel, and tire change service for up to five (5) incidents per vehicle, per year. Additional services may be provided by the Vendor at no additional cost to the NMTF. Vendor shall pay for transportation, dealer processing and preparation, tax or fees both for initial and reoccurring periods related to vehicle title, registration, inspection, and road use. This does not include fees associated with toll roads or parking. Daytime running lights shall be disabled by Vendor prior to delivery of vehicles to NMTF. All vehicles shall meet the following requirements at a minimum: Engine size V6 or greater Automatic transmission Air conditioning Power window, locks, and mirrors
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Remote keyless entry CD player Floor mats Cloth seats Pickups: extended cab or crew cab, not a standard cab Four (4) wheel drive

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VII. TERMS AND CONDITIONS OF AGREEMENT

1. ENTIRE AGREEMENT Due to the nature of this Scope of Work, no formal Contract Documents shall be utilized, unless NMTF agrees to sign a lease agreement provided by Vendor. Upon Award of the Work, this Proposal document, in conjunction with NMTF's purchase order, shall constitute the entire Agreement unless otherwise stipulated in this document. Upon Award of the Work, the successful firm shall be known as the Vendor. 2. LAWS AND REGULATIONS All applicable State of Colorado and federal laws, city and county ordinances, licenses, and regulations having jurisdiction shall apply to this Agreement throughout and are incorporated herein by reference. The Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in the County of Adams, State of Colorado. Vendor warrants that all Work performed under the Agreement shall comply with all applicable patent, trademark and copyright laws, rules, regulations, and codes of the United States. Vendor shall not utilize any protected patent, trademark, or copyright in performance of its Work unless Vendor has obtained proper permission and all releases and other necessary documents. If Vendor specifies any material, equipment, process, or procedure, which is protected, Vendor shall disclose such patents, trademarks, and copyrights in the technical specifications. Vendor releases, indemnifies, and holds harmless NMTF and Thornton, its officers, agents, and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions or proceedings of any kind or nature whatsoever, of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, the performance of Work under the Agreement which infringes upon any patent, trademark, or copyright protected by law. Prior to commencement of any Work by Vendor under the Agreement, and pursuant to Colorado Law, a Vendor whose form of business is a sole proprietor or individual agrees to complete and file with NMTF and Thornton the Affidavit in Exhibit D attached hereto, and to provide acceptable identification as described in the Affidavit. A Vendor whose performance of Work involves provision of a service and not provision of a specific end product shall complete and file with NMTF and Thornton the certification contained in Exhibit E herein. 3. SUBCONTRACTING No portion of the Agreement may be subcontracted without the prior written approval by NMTF.
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4.

MODIFICATION OF AGREEMENT No modification of the Award or Agreement shall be binding upon NMTF unless made in writing and signed by an authorized agent of NMTF.

5.

CANCELLATION Either party may cancel the Award or Agreement in the event that a petition, either voluntary or involuntary, is filed to declare the other party bankrupt or insolvent or in the event that such party makes an assignment for the benefit of creditors.

6.

TERMINATION FOR CAUSE If, through any cause, the Vendor shall fail to fulfill in a timely and proper manner its obligations, or if the Vendor shall violate any of the covenants or stipulations of the Agreement, NMTF shall thereupon have the right to terminate the Agreement by giving written notice to the Vendor of such termination and specifying the effective date of termination. In that event, all finished or unfinished services, reports, or other material prepared by the Vendor shall become the property of NMTF, and the Vendor shall be entitled to receive just, equitable compensation for any satisfactory Work completed, documents prepared, or materials as furnished. Notwithstanding the above, the Vendor shall not be relieved of liability to NMTF for damage sustained by NMTF by virtue of breach of the Agreement by the Vendor, and NMTF may withhold any payments to the Vendor for the purpose set off until such time as the exact amount of damages due NMTF from the Vendor is determined.

7.

TERMINATION FOR CONVENIENCE NMTF may terminate the Agreement at any time by giving written notice to the Vendor of such termination and specifying the effective date thereof, at least thirty (30) Calendar Days before the effective date of such termination. In that event, all finished or unfinished services, reports, material(s) prepared or furnished by the Vendor after the Award shall become the property of NMTF. If the Agreement is terminated by NMTF as provided herein, the Vendor will be paid an amount which bears the same ratio to the total compensation as the services actually performed, or material furnished bear to the total services/materials the Vendor covered by the Agreement, less payments of compensation previously made. If the Agreement is terminated due to the fault of the Vendor, termination for cause shall apply.

8.

TERMINATION The Agreement shall terminate on September 30, 2012, or upon NMTF providing Vendor with seven (7) Calendar Days advance written notice, whichever occurs first, unless otherwise provided herein. In the event the Agreement is terminated by NMTFs issuance of said written Notice of Intent to Terminate, NMTF shall pay Vendor for all Work previously authorized and completed prior to the date of the Notice of Termination. If, however, Vendor has substantially or materially breached
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the standards and terms of the Agreement, NMTF shall have any remedy or right of set-off available at law and equity. Notwithstanding the foregoing, Thornton, at its sole option, may renew the Agreement for up to four (4) additional one (1) year terms, with rates and charges to be negotiated between the Parties prior to the commencement of each such renewal term. The rates shall remain fixed for the initial term. Rates for the subsequent renewal terms shall be negotiated and agreed upon by the Parties prior to the beginning of each such renewal term, provided however, that increases in rates shall not exceed the inflation rate defined by the Denver-Boulder-Greeley, Colorado, CPI Index. 9. ASSIGNMENT The Vendor shall not assign the Award or Agreement, nor any monies to become due hereunder, without the prior written consent of NMTF. Any assignment or attempt at assignment made without such consent shall be void. 10. EQUAL OPPORTUNITY The Vendor will agree not to refuse to hire, discharge, promote, demote, or to otherwise discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, gender, national origin, ancestry, or physical or mental disability. 11. COMMON LANGUAGE Unless otherwise specified in this document, all words shall have a common language meaning unless the context in which they are used clearly requires a different meaning. Words in the singular include the plural, and in the plural include the singular. Additionally, words in the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender. 12. INDEMNIFICATION The Vendor agrees to defend, indemnify, and hold harmless NMTF, and its officers, agents, and employees from and against all liability, claims, demands, and expenses, including court costs and attorney fees, on account of any injury, loss, or damage, which arise out of, or are in any manner connected with the Work to be performed under the Agreement, to the extent such injury, loss, or damage is caused by, or is claimed to be caused by, the negligent acts, errors, or omissions of the Vendor, any subcontractor of the Vendor, or any officer, employee, or agent of the Vendor. 13. INSURANCE A. The Vendor agrees to procure and maintain in force during the term of the Agreement, at its own cost, the following coverages: 1) Workers' Compensation Insurance as required by the Labor Code of
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the State of Colorado and Employer's Liability Insurance. 2) Commercial General Liability Insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) general aggregate. The policy shall include coverage protecting against bodily injury, property damage, and personal injury claims arising from the exposures of (1) premises-operations; (2) products and completed operations including materials designed, furnished, and/or modified in any way by Vendor; (3) independent subcontractors; (4) contractual liability risk covering the indemnity obligations set forth in the Agreement; and, (5) where applicable, liability resulting from explosion, collapse, or underground exposures. If the above insurance is written on a claims-made form, it shall continue for three (3) years following termination of the Agreement. The insurance shall provide for a retroactive date of placement prior to, or coinciding with, the effective date of the Agreement. 3) Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000) for any one (1) occurrence. This insurance will insure against bodily injury and/or property damage arising out of the Vendors operation, maintenance, use, loading or unloading of any auto including owned, non-owned, hired, and employee autos.

B.

Vendor shall procure and maintain, and shall cause any subcontractor of the Vendor to procure and maintain the minimum insurance coverages listed herein. Such coverages shall be procured and maintained with forms and insurers acceptable to NMTF and Thornton. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Vendor pursuant to Section A of this clause. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. The Vendor shall name NMTF, its officers, agents, and employees as additional insureds with respect to the liability coverage in paragraph 2 above. A Certificate of Insurance shall be completed and forwarded along with the Additional Insured Endorsement to NMTF by the Vendors Insurance Agent(s) as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by NMTF prior to commencement of any services under the Agreement. Certificate(s) shall provide that the coverages afforded under the policies shall not be canceled, terminated, or materially changed until at least thirty (30) Calendar Days prior written notice has been given to NMTF. The completed Certificate of Insurance and
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C.

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Additional Insured Endorsement shall be sent to: North Metro Task Force City of Thornton Attn: Susan White, C.P.M. Senior Purchasing Analyst 9500 Civic Center Drive Thornton, CO 80229-4326 D. Failure on the part of the Vendor or subcontractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of agreement upon which NMTF may immediately terminate the Agreement, or at its discretion, NMTF may procure or renew any such policy, or any extended reporting period thereto, and may pay any and all premiums in connection therewith, and all monies so paid by NMTF shall be repaid by Vendor to NMTF upon demand, or NMTF may offset the cost of the premiums against any monies due to Vendor from NMTF. NMTF reserves the right to request and receive a certified copy of any policy and any endorsement thereto. Vendor agrees to execute any and all documents necessary to allow NMTF access to any and all insurance policies and endorsements pertaining to this particular Project. Every policy required above shall be primary insurance and any insurance carried by NMTF, its officers, or its employees shall be excess and not contributory insurance to that provided by the Vendor. The Vendor shall be solely responsible for any deductible losses under the policies required above. Vendor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the Agreement by reason of its failure to procure and maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. The Parties hereto understand and agree that NMTF, its officers, and its employees, are relying on, and do not waive, or intend to waive by any provision of the Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq., as from time to time amended, or otherwise available to NMTF, its agents, officers, or employees.

E.

F.

G.

H.

14.

INDEPENDENT VENDOR Vendor is an independent Vendor. Notwithstanding any provision appearing in the Agreement, all personnel assigned by Vendor to perform Work under the terms of the Agreement shall be, and remain at all times, employees or agents of Vendor for all purposes. Vendor shall make no representation that it is the employee of NMTF or Thornton for any purposes.
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15.

INSPECTION OF RECORDS In connection with the Work performed hereunder, NMTF and Thornton and any of their duly authorized representatives shall have access to all of Vendors books, documents, papers, and any other records of Vendor which relate to the Work. Vendor further agrees that such records shall contain information concerning the personnel who performed the Work, the specific tasks they performed, and the hours they worked. Vendor shall retain these records for three (3) years after the termination date of the Agreement.

16.

CONFLICT OF INTEREST Vendor agrees that it and its subsidiaries, affiliates, subcontractors, principals, or employees shall not engage in any transaction, activity, or conduct which would result in a conflict of interest. Vendor represents that it has disclosed any and all current or potential conflicts of interest. A conflict of interest shall include transactions, activities, or conduct that would affect the judgment, actions, or Work of Vendor by placing Vendors own interests, or the interest of any party with whom Vendor has a contractual arrangement, in conflict with those of NMTF . NMTF, in its sole discretion, will determine the existence of a conflict of interest and may terminate the Agreement in the event such a conflict exists after it has given Vendor written notice which describes the conflict. Vendor shall have twenty (20) Calendar Days after the notice is received to eliminate or cure the conflict of interest in a manner which is acceptable to Thornton.

17.

COORDINATION OF SERVICES Vendor shall fully coordinate its Work with consultants, other vendors, or other entities performing Work which interfaces with or is affected in any way by Vendors Work, and with any interested City or other governmental agencies.

18.

ADVERTISING AND PUBLIC DISCLOSURES Vendor shall not include any reference to the Agreement or to Work performed hereunder in any of its advertising or public relations materials without first obtaining the written approval of the NMTF or designee. Any oral presentation or written materials related to Vendors Work hereunder shall include only presentation materials, Work product, designs, renderings, and technical data which have been accepted by NMTF. NMTF shall be notified in advance of the date and time of any such presentations. Nothing herein; however, shall preclude the transmittal of any information to officials of NMTF.

19.

OTHER WORK Vendor and its subsidiaries and affiliates shall not bid upon or otherwise attempt to perform any other Work associated with this procurement. Vendor shall require in its contracts with its subcontractors that they and their subsidiaries or affiliates shall not bid upon or otherwise attempt to perform any Work associated with this procurement other than the Work described in their contracts.
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20.

TIME IS OF THE ESSENCE The Parties agree that in the performance of the terms and requirements of the Agreement by Vendor that time is of the essence.

21.

INUREMENT The rights and obligations of the Parties herein set forth shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns permitted under the Agreement.

22.

HEADINGS The headings contained in the Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of the Agreement.

23.

JOINT VENTURE (IF SUCCESSFUL PROPOSER IS A JOINT VENTURE) The participants in this Joint Venture shall be jointly and severally liable to NMTF for the performance of all duties and obligations of Vendor which are set forth in the Agreement.

24.

TAXES AND LICENSES Vendor shall promptly pay, when they are due, all taxes, excises, license fees, and permit fees of whatever nature applicable to Work which it performs under the Agreement, and shall take out and keep current all required municipal, county, state, or federal licenses required to perform this Work. Vendor shall furnish NMTF, upon request, duplicate receipts or other satisfactory evidence showing or certifying to the proper payment of all required licenses and taxes. Vendor shall promptly pay, when due, all bills, debts, and obligations it incurs performing Work under the Agreement and to allow no lien, mortgage, judgment, or execution to be filed against land, facilities, or improvements owned by NMTF.

25.

SEVERABILITY In the event any of the provisions, or applications thereof of the Agreement, are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or applications thereof, shall not be affected.

26.

NO THIRD PARTY BENEFICIARIES The enforcement of the terms and conditions of the Agreement and all rights of action relating to such enforcement, shall be strictly reserved to NMTF and Vendor, and nothing contained in the Agreement shall give or allow any such claim or right of action by any other or third person on such Agreement. It is the express intention of NMTF and Vendor that subcontractors and any other persons other than NMTF or Vendor, receiving any benefits from the Agreement shall be deemed
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to be incidental beneficiaries only. 27. NOTICE Any notice or communication between Vendor and NMTF which may be required, or which may be given under the terms of the Agreement, shall be in writing, and shall be deemed to have been sufficiently given when directly presented or sent pre-paid, first class, United States mail to the address specified on NMTFs purchase order.

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VIII. PROPOSING FIRMS SIGNATURE PAGE

The undersigned, having examined these documents, and having full knowledge of the condition under which the Scope of Services described herein must be performed, hereby proposes that he will fulfill the obligations contained herein in accordance with all terms, conditions, and specifications set forth; and that he will furnish all required services and pay all incidental costs all in strict conformity with these documents, for the stated prices as payment in full. Proposing Firm: Address: Telephone Number: Name of Agent (print/type): Title: E-mail Address: Authorized Signature: Date: Attest (if corporation) or Notary (if individual): My Commission Expires:

CORPORATE SEAL

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IX. EXHIBIT "A" ACCEPTANCE OF CONDITIONS STATEMENT

A. Proposing firm indicates acceptance of the following conditions: 1. City of Thornton Charter Section 7.4 prohibits Thornton from making Contracts with firms which employ certain relatives of Thornton employees unless the City Council determines that the making of such a Contract is in NMTF and Thornton's best interest. No City Council member, member of a board or commission, Municipal Judge, City Manager, City Attorney, Utilities Attorney, Utilities Director, or employee of the City of Thornton, or any such person's family member, domestic partner, or person assuming a relationship being the substantial equivalent of the above, has an existing or pending, direct or indirect, financial, pecuniary or personal interest in the proposing firm or this Request for Proposal, except as follows (list, if any):

2.

I/we hereby agree to all instructions, terms and conditions, and specifications contained herein.

B. I/we acknowledge the following addenda (list, if any):

Proposing Firm Name: Address:

Telephone Number: Submitted By: (Signature) Title: Date: Attest (by officer if corporation) or Notary (if individual): My Commission Expires (if notarized):

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X. EXHIBIT B SCHEDULE OF CHARGES

Vehicle Description, including Make, Model, Year, and Package Colors Available No. Miles per Year Included in Lease Annual Cost of Oil and Tire Service not included in Warranty No. months of Lease Annual Cost per Vehicle

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Vehicle Description, including Make, Model, Year, and Package

Colors Available

No. Miles per Year Included in Lease

Annual Cost of Oil and Tire Service not included in Warranty

No. months of Lease

Annual Cost per Vehicle

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XI. EXHIBIT C REFERENCE AUTHORIZATION AND RELEASE FORM

To:

By: (Proposing Firm)

A Corporation , A Partnership whose address is An Individual

Proposing firm has submitted a sealed Proposal to the North Metro Task Force (NMTF) and the City of Thornton (Thornton) for The Lease of Vehicles, Project No. 135-11. Proposing firm hereby authorizes NMTF and Thornton to perform such investigation of proposing firm as NMTF and Thornton deem necessary to establish the qualifications, responsibility, and financial ability of proposing firm. By its signature hereon, proposing firm authorizes NMTF and Thornton to obtain reference information concerning proposing firm and releases the party providing such information named above and NMTF and Thornton from any and all liability to proposing firm as a result of any such reference information provided. Proposing firm further waives any right to receive copies of reference information provided to NMTF and Thornton. A copy of this executed Reference Authorization and Release Form may be used with the same effectiveness as an original.

By:
Signature

Title:
Date:

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XII. EXHIBIT D AFFIDAVIT

I, under the laws of the State of Colorado that: Check Only One ___ ___ ___ I am a United States Citizen, OR I am a Permanent Resident of the United States, OR I am lawfully present in the United States pursuant to federal law. , swear or affirm under penalty of perjury

I understand that this sworn statement is required by law because I have applied for a public benefit. I understand that state law requires me to provide proof that I am lawfully present in the United States prior to receipt of this public benefit. I further acknowledge that making a false, fictitious, or fraudulent statement or representation in this sworn Affidavit is punishable under the criminal laws of Colorado as perjury in the second degree under Colorado Revised Statute 18-8-503 and it shall constitute a separate criminal offense each time a public benefit is fraudulently received. ___________________________ Signature ____________________ Date

I, _________________________________________, City of Thornton employee, observed the identification supplied by the above named individual and affirm that it appears to be valid and is of the following form: CHECK ONLY ONE ___ ___ ___ ___ ___ Colorado Drivers License or state issued identification card. United States Military or Military Dependents Card. Merchant Mariner Card. Native American Tribal Document. Valid Drivers License or state issued identification card bearing applicants photograph issued by one of the following (all states are not listed here; only those that verify lawful presence): Alabama, Arizona, Arkansas, California, Connecticut, Delaware, District of Columbia, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, New Jersey, New York, North Dakota, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Virginia, West Virginia, and Wyoming.
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___

Certificate verifying naturalized status issued by an authorized agency of the United States bearing Applicants intact photograph impressed with the raised embossed seal of the issuing agency. Certificate verifying United States citizenship issued by an authorized agency of the United States bearing Applicants intact photograph impressed with the raised embossed seal of the issuing agency. Valid immigration documents demonstrating Lawful Presence and verified through the Systematic Alien Verification for Entitlements, administered by the United States Citizenship and Immigration Services of the Department of Homeland Security. Valid Immigration documents are as follows: Unexpired Foreign Passport bearing an unexpired Processed for I-551 stamp or with an attached unexpired Temporary I-551 visa. Unexpired Foreign Passport accompanied by an I-94 indicating a specific future until date. I-94 with refugee or asylum status. Unexpired Resident Alien card, Permanent Resident card, Temporary Resident card, or Employment Authorization card.

___

___

________________________________ Signature

_____________ Date

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XII. EXHIBIT E IMMIGRATION CERTIFICATION

Pursuant to Colorado Law, Vendors (Vendor) whose performance of Work involves provision of a service and not provision of a specific end product shall by signature and attestation below certify to the following: 1. Vendor, as of the date of the Agreement, shall not knowingly employ or contract with an illegal alien who will perform Work under the Agreement. Vendor shall participate in either the E-Verify Program created in Public Law 104-208, as amended and expanded in Public Law 108-156, as amended, and jointly administered by the United States Department of Homeland Security and the Social Security Administration, or its successor program, or the Department Program, which is the employment verification program established by the Colorado Department of Labor and Employment (the Department) pursuant to Section 8-17.5-102 (5) C.R.S. Vendor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Work under the Agreement through participation in either the E-Verify Program or the Department Program. Vendor shall not enter into a contract with a subcontractor that fails to certify to Vendor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform Work under the Agreement. Vendor shall not use either the E-Verify Program or the Department Program procedures to undertake pre-employment screening of job applicants while the Agreement is being performed. If Vendor obtains actual knowledge that a subcontractor performing Work under the Agreement employs or contracts with an illegal alien, t/Vendor shall: a. Notify the subcontractor and NMTF and Thornton within three (3) Calendar Days that Vendor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and Terminate the subcontract with the subcontractor if within three (3) Calendar Days of receiving the notice required pursuant to this subparagraph, the subcontractor does not stop employing or contracting with the illegal alien; except that Vendor shall not terminate the subcontract with the subcontractor if during such three (3) Calendar Days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien.
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2.

3.

4.

5.

6.

b.

7.

Vendor shall comply with any reasonable request by the Department made in the course of an investigation that the Department is undertaking pursuant to the authority established by Colorado Law. If Vendor violates any provision of this certification, Thornton may terminate the Agreement for breach of Contract. If the Agreement is so terminated, Vendor shall be liable for actual and consequential damages to NMTF and Thornton. The Vendors attention is directed to the fact that all applicable state and federal laws, county and city ordinances, licenses and regulations of all authorities having jurisdiction over the Agreement shall apply to the Agreement throughout and they will be deemed to be included in the Agreement the same as though herein written out in full.

8.

9.

ATTEST: (for firm signature if corporation)

FIRM NAME:

Signature

Signature

Title

Date

Title

Date

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