Company:      

Name of Project: Supply & Delivery of Medium & Heavy Duty Vehicles Department of Transportation (DOT) GVWR of (14,001 lbs. to 80,000 lbs)

Statement of Work # 10620702

STATEMENT OF WORK NO. 10620702This Statement of Work No. 10620702 (“SOW”) is between       (“Company”) and the City of San

Antonio, acting by and through City Public Service Board (“CPS Energy”) issued pursuant to the Master Agreement dated       (the “Agreement”).

Capitalized terms not defined in this SOW have the meaning provided in the Agreement. This SOW defines the specific requirements, work effort, milestones and schedule for the Services that Company provides to CPS Energy.

The terms of the Agreement shall control unless this SOW clearly indicates otherwise. Notwithstanding the immediately preceding sentence, in the event that this SOW expressly provides that certain provision therein shall control over specified provisions of the Agreement (“Special Terms”) and such Special Terms are agreed to by duly authorized representatives from both parties, then, to the extent that such Special Terms conflict or are inconsistent with the specified provisions of the Agreement, any such Special Terms shall control, but only for the purposes of this particular SOW.

1. Introduction/Background . Company shall supply and deliver of medium and heavy duty vehicles, classified by the Department of Transportation (DOT), GVWR of 14,001 lbs. to 80,000 lbs ,Class 4-8, pursuant to the terms of this SOW.

This SOW covers the acceptable requirements, as determined by CPS Energy, for the order fulfillment and delivery of Goods and related Services to and at authorized CPS Energy locations.

CPS Energy reserves the right at all times to engage multiple companies for the supply of the Goods covered by this SOW.

2. Term . The Initial Term of this SOW shall commence on February 20, 2020, for a term of two (2) years, and will terminate, subject to the terms of the Agreement on February 19, 2022. The parties may agree in writing to renew the SOW for a successive term, the length of which shall be mutually agreed upon by the parties, and cannot exceed the length of the Initial Term. 

3. Goods & Services . Company agrees to supply the following Goods (“Good(s)”) and shall provide all labor, tools, equipment and machinery, parts and materials necessary to deliver the Goods (the “Services”), on an as needed basis, and as requested by the CPS Energy Fleet Coordinator pursuant to each Fleet Vehicle Package, described in Section 7 below:4

a. Goods .

i. Company manufactured vehicles classified by the Department of Transportation (“DOT”), GVWR 14,001 lbs to 80,000 lbs, as Class 4-8.

ii. Company will provide standard vehicle stock units, as requested by the CPS Energy Fleet Coordinator.

iii. Company will provide custom vehicles, as requested by the CPS Energy Fleet Coordinator.

iv. Company will provide units that are flex fuel capable or a variation thereof.

v. Company shall provide the following vehicles including, but not limited to:

1. Medium Duty Cab & Chassis with or without vocational upfit

2. Heavy Duty Cab & Chassis with or without vocational upfit

3. Very Heavy Duty Cab & Chassis with or without vocational upfit

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b. Shipping and Delivery .

i. Company shall deliver the Goods to CPS Energy according to the delivery instructions and Delivery Date set forth in the Fleet Vehicle Package.

ii. The Goods shall be delivered full of fuel, no exceptions.

iii. The Goods must be complete, fully operational and must meet all local, state and federal, safety and legal requirements in effect at the time of delivery.

iv. Company shall provide suitable transportation to deliver the Goods, and shall warrant that all permits and licenses required by federal, state or local law for transporting the Goods are valid and held by the Company and/or its agents and employees.

v. Company shall comply with CPS Energy's security officers and security directives at CPS Energy's Locations.

vi. Delivery shall include chassis delivery to CPS Energy designated location as detailed by the CPS Energy Fleet Coordinator or in the Fleet Work Package.

c. Training . A qualified Company representative shall provide CPS Energy personnel with training in the maintenance and operation of the Goods as requested, at a date, time and location designated by the CPS Energy Fleet Coordinator. Company shall provide all training materials, books and supplies for training sessions. Training may include the following:

a. Maintenance training. Company shall provide manufacturer approved maintenance training for up to five (5) CPS Energy personnel per class, minimum of one (1) session per year. Training shall include, but not be limited to, train-the-trainer, various troubleshooting topics and refresher training.

ii. Operator training. Company shall provide manufacturer approved operator training for up to five (5) CPS Energy personnel per class, minimum of one (1) session per year. Training shall include, but not be limited to, OSHA and ANSI required training and train-the-trainer.

d. Warranty Center . CPS Energy must remain a dealer warranty center during the Term of this SOW in order to perform minor warranty work and the ability to process claims directly through the manufacturer’s warranty center.

4. Deliverables . Company shall deliver the following and other information as required in the Fleet Vehicle Package (the “Deliverables”) upon each delivery of the Goods:

Deliverable Description / Contents

VIN Vehicle Identification Number

Delivery TicketMust contain reference to Fleet Vehicle Package Description of Goods, CPS Energy Purchase Order number, a description of the Good, and the quantity of Good delivered.

Manufacturer's Statement

of Origin Completed manufacturer's statement of origin (if applicable)

Odometer Disclosure

Statement Correct mileage certification

State Registration and Texas state registration and inspections as required by applicable Texas Law

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Inspection Documentsa. Completed application for Texas Certificate of Title (Form 130-U)b. Pictures of final assembled unit used for registration (side view)c. A vehicle inspection report (VIR) (from month of delivery)

Weight Ticket (if

applicable) A certified weight receipt

Vehicle Build List

Provide an electronic (Excel .csv or .xls file) copy of the full build list for each vehicle, including but not limited to:

Drivetrain Electric system Tires Consumable parts

For each item, include the following:

Serial Make Model Part number

Tools Company to provide a list of OEM tools required to service vehicles as per the specifications, such tools will need to be provided at time of purchase of vehicles

Technical Support Company to provide access to manufacture technical support hotline.

Manuals Company to provide a paper back copy of repair parts, maintenance, and troubleshooting manuals

Fleet Operations

Vehicle/Equip Form

Company to provide two (2) copies of the attached Form.

5. Fees . The fees for the Goods and Services shall be based on the prices set forth in each Fleet Vehicle Package.

6. Expenses . Unless otherwise approved by CPS Energy in writing in advance, Company shall bear all of its expenses in connection with the performance of the Services and development and delivery of the Deliverables.

7. Fleet Vehicle Packages .  A Fleet Vehicle Package will be developed by the CPS Energy Fleet Coordinator and provided to Company for completion.  The Fleet Vehicle Package will detail the Goods required by CPS Energy.  The Fleet Vehicle Package will establish the Description of Goods required, applicable Specifications, required Delivery Dates, cost, responsibilities, contact persons, and any additional Fleet Order specific requirements.

a. Project details will be documented in the Fleet Vehicle Package and submitted to Company for document completion.

b. Using the Fleet Vehicle Package document, Company shall prepare and submit pricing and other required documentation to the CPS Energy Fleet Coordinator for evaluation prior to the deadline for submission. The deadline for returning the completed the Fleet Vehicle Package document will be

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stated in the document.

c. A list of names and addresses of all subcontractors to be used, if any, and the proposed services each subcontractor would perform must be submitted to the CPS Energy Fleet Coordinator with the Fleet Vehicle Package.

d. Company shall submit to CPS Energy, at time of request, a Goods production schedule in electronic format. Company shall refer to the Fleet Vehicle Package document for schedule requirements. Company shall provide a current updated Goods production schedule upon CPS Energy’s request to determine progress of Goods and Services, unless otherwise stated on the Fleet Vehicle Package.

e. Company must be given notice to proceed by the CPS Energy Fleet Coordinator prior to commencement of any production of Goods or commencement of Services related to each Fleet Vehicle Package.

8. Company Mini-Bid Process

a. Process . In the event that multiple companies are engaged with CPS Energy for the same Goods and Services, a mini-bid may be conducted by the CPS Energy Fleet Coordinator in order to determine the Company providing the best value to CPS Energy for that particular Good and related Services. The CPS Energy Fleet Coordinator will notify all qualified companies of a request for mini-bids via email, and if required, a mandatory pre-bid meeting date will be provided.

b. Pre-Bid Meeting . If a mandatory pre-bid meeting is determined to be necessary by the CPS Energy Fleet Coordinator, companies will be notified three (3) days in advance of the meeting.

c. Submission Requirements . Companies will provide CPS Energy with lump sum pricing, or any alternative pricing arrangement as requested by the CPS Energy Fleet Coordinator.

d. Deadline . The mini-bid submittal deadline will be stated by the CPS Energy Fleet Coordinator. CPS Energy reserves the right to reject incomplete bids or any bids received after the stated deadline.

e. Award . CPS Energy will notify all respondent Companies of the successful bid.

9. Additional Warranties. In addition to any warranties stated in the Agreement for Deliverables or Services, Company gives the additional warranties set forth in Exhibit A, “Additional Warranties,” specific to this SOW.

10. Delivery Date. Company shall deliver the Good(s) specified on or before the Delivery Date specified within each Fleet Vechicle Package (each a “Delivery Date”).

11. Termination by CPS   Energy – Delivery Delay . a. If Delivery of the Good(s) are delayed for any reason (excluding Force Majeure Delays) in excess of

fifteen (15) calendar days after the Delivery Date, the delay shall be considered an irreparable delay and a default of Company under the Agreement.  In the event of such a delay, CPS Energy shall have the option to immediately cancel/terminate this SOW in whole or in part without further liability or obligation as to the terminated portion of this SOW.

b. In the event of termination or cancellation under this Section, Company shall immediately stop work as to the terminated portion of the SOW, notify all suppliers, subcontractors and sub-suppliers to stop work on contracts for performance hereunder and to protect and preserve property in its possession in which CPS Energy has or may acquire an interest.

c. To the extent CPS Energy has terminated or cancelled a Fleet Vechicle Package pursuant to this Section, and CPS Energy has not accepted any Good(s) for the terminated portion, Company hereby waives any claim for Fees under this SOW, including damages or expenses related to termination or production. This provision shall apply notwithstanding whether the Fleet Vechicle Package included

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production of custom Good(s) in which Company has incurred costs in starting production and/or for Good(s) in which Company may not be able to remarket or resell due to customization by CPS Energy.

12. Insurance . Company agrees to carry and keep insurance in full force during the Term of this SOW sufficient to fully protect CPS Energy from all damages, claims, suits and/or judgments including, but not limited to, errors, omissions, violations, fees and penalties caused or claimed to have been caused by, or in connection with the performance or failure to perform under the Agreement by Company, Company’s agents or employees, a Company Subcontractor, or its agents or employees. The minimum amount of insurance as required shall be in accordance with Addendum A titled “Minimum Insurance Requirements.” Company’s insurance shall be primary to and non-contributory with any self-insurance and/or insurance maintained by CPS Energy. Should the Minimum Insurance Requirements of CPS Energy change, Company shall be notified in writing and Company shall have sixty (60) days to meet the new requirements. Should the new requirements add materially to Company’s cost, Company should notify CPS Energy and request adjustment in Company’s compensation.

13. Primary Contacts . The following persons will be the primary contacts for the parties as it relates to this SOW.

CPS Energy Company

Name:       Name:      

Title: CPS Energy Fleet Coordinator Title:      

Phone Number:       Phone Number:      

Email Address:       Email Address:      

14. Amendment . All changes to the terms of this SOW, including any change in the scope of Deliverables or Goods, modification of the description or due date of the Deliverables or Goods, or a change in fees due shall be subject to the Change Authorization Order process set forth in the Agreement.

15. Authorization . Each party represents and warrants that all consents or approvals required of third parties (including, but not limited to, its Board of Directors or partners) for the execution, delivery and performance of this SOW have been obtained and that each party has the right and authority to enter into and perform its covenants contained in this SOW.

16. Exhibit(s) . The following selected exhibit(s) shall be attached hereto and incorporated herein by reference:

Exhibit A: Additional Warranties To be inserted prior to execution

Exhibit B: Not Used

Exhibit C: Not Used

Exhibit D: Change Authorization Order

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17. Addenda. The following selected addenda shall be attached hereto, if applicable, and incorporated herein by reference:

Addendum A: Minimum Insurance Requirements

Addendum B: Data Security & Privacy

Addendum C: Subcontracting

Addendum D: CPS Energy Security Policies

Addendum E: US Government Contracts

Addendum F: Environmental

Addendum G: Contractor Safety Passport Program

Addendum H:Company Personnel On-Site at CPS Energy Generation Facilities

Addendum I: Guideline for Business Travel Expenses

[Signature Page Follows]

SOW # 10620702 7(rev’d 5/2019)

The City of San Antonio, acting by and through City Public Service Board

     

Signature Signature

Printed Name Printed Name

Title Title

Date Date

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