ORIGINAL C-50-14-017-M-00 CHRYSLER VEHICLE AGREEMENT FULLY SIGNED.PDF

VEHICLE AGREEMENT
C- so -v-t-oll -
This Agreement is entered into between Chrysler Group LLC ("Chrysler") whose
address is 1000 Chrysler Drive, Auburn Hills, Michigan 48326 and the County of
Maricopa, Arizona (the "County"), and a political subdivision of the state of Arizona, for
and on behalf of the Maricopa County Sheriff's Office.
In consideration for Chrysler permitting the County to use vehicles for police
service, and the County providing vehicle data and performance information relating to
the Vehicles to Chrysler, and other good and valuable consideration, the receipt and
adequacy of which are acknowledged by each party to the other, Chrysler and the
County (together, the "Parties") agree as follows:
1. The Vehicles covered by this Agreement are identified in Attachment A and
are hereinafter generally referred to as the "Vehicles."
2. The County will take delivery of the Vehicles on a mutually convenient day
at a location to be determined by Chrysler and will return the Vehicles to the same
location at the conclusion of this agreement.
3. Title to the Vehicles will be transferred to the County. Chrysler shall be
listed on the titles to the Vehicles as having an interest in the Vehicles inasmuch as the
Vehicles will be returned to Chrysler, and to facilitate the County obtaining insurance for
the Vehicles in accordance with this Agreement.
4. The Vehicles will be made available in an "As Is" condition with no
warranties.
5. The County will pay all fees, taxes, expense costs, and charges applicable
to its receipt and; use of the Vehicles, including but not limited to expenses and fees for
obtaining such licenses, permits, certificates, and other authorizations as may be
required by law or this Agreement. The County shall not have any liens or
encumbrances placed on the Vehicles.
6. Chrysler, at its expense, shall maintain the Vehicles in good working
condition in accordance with Attachment B. All non-routine maintenance activities shall
be Chrysler's responsibility and shall be performed in a manner determined by Chrysler.
The County shall obtain written approval from Chrysler prior to placing any non-
production equipment in or on the Vehicles.
7. The County is self-insured and provides comprehensive automobile liability
insurance, including property damages with per-occurrence minimum equivalent to
$5,000,000 per person for bodily injury (including death) relating to the County's use of
the Vehicles. The County's self-insurance is acceptable to satisfy all insurance
requirements herein. Such insurance will name Chrysler as an additional insured
thereunder and shall contain endorsements stating that the policies are primary and no

excess over or contributory with any other valid, applicable, and collectible insurance in
force for Chrysler. Chrysler may require the County to furnish evidence of the foregoing
insurance, but failure to comply with these insurance requirements will not relieve the
County of its liability and obligations under this clause. Chrysler's action or inaction will
not act as a waiver of any of Chrysler's rights described in this clause.
8. Each Party (as "indemnitor") agrees to indemnify, defend, and hold
harmless the other Party (as "indemnitee") from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter
collectively referred to as "claims") arising out of the negligent acts, errors, omissions, or
malfeasance of the indemnitor in the performance of this Agreement, but only to the
extent that such claims which result in vicarious/derivative liability to the indemnitee are
caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its
officers, officials, agents, employees, or volunteers.
9. The County agrees that it will use the Vehicles in conformance with all
federal, County and municipal laws, regulations and ordinances, and that the Vehicles
will be driven only by officers or County employees with an appropriate, valid driver's
license.
10. If the Vehicles are involved in an automobile accident, the County shall
immediately contact Chrysler and make available to Chrysler all documents relating to
the accident. Except as provided in Attachment B, no repair work shall be performed on
the Vehicles without Chrysler's written authorization and subject to Chrysler's
designation of a repair facility to perform the repair work. The County shall retain all
documents related to the Vehicles for at least one year following the termination of this
Agreement.
11. The County shall provide Chrysler with data and performance information
related to the Vehicles in the form and manner requested by Chrysler. Chrysler shall
have the right to inspect the Vehicles after providing the County with reasonable notice.
Except as otherwise provided by law, data and performance information related to the
Vehicles shall not be disclosed publicly or to any third parties without Chrysler's written
approval.
12. Upon Chrysler's request to the County to relinquish possession and/or title
of the Vehicles, the County shall, as soon as possible, and within no more than fifteen
(15) business days, deliver the Vehicles and/or title to a local destination designated by
Chrysler. This repossession is anticipated to happen within and around twenty-four (24)
months after the date of this Agreement. In the event that the County does not receive
from Chrysler a request for return of the Vehicles within twenty-four (24) months after
the date of this Agreement, the County shall provide Chrysler with a letter requesting
instruction concerning the return of the Vehicles to Chrysler.

13. Unless otherwise agreed to by Chrysler in writing, the County shall, upon
return of the Vehicles, remove any non-production equipment placed on the Vehicles by
the County pursuant to paragraph 6.
14. Except for paragraphs 5, 7, 8, 9, and 11 of this Agreement, which shall
survive this Agreement, this Agreement shall terminate upon the return of the Vehicles
to Chrysler.
15. In the event of any incurred breach of this Agreement by Chrysler, the
County's sole and exclusive remedy shall be to return the Vehicles to Chrysler.
16. This Agreement is not assignable by the County to any third parties.
17. This Agreement and its Attachments constitute the entire Agreement
between Chrysler and the County regarding the Vehicles. No promises, agreements, or
representations have been made in connection with this Agreement, nor have any
promises, agreements, or representations been relied upon by the County and Chrysler
in executing this Agreement, except for the undertakings and agreements as specifically
set forth in this Agreement.
18. Verification Regarding Compliance With Arizona Revised Statutes §41-
4401 AND Federal Immigration Laws and Regulations:
A. By entering into the Contract, the Contractor warrants that it has used and will
continue to use best efforts to comply with the employment related provisions of the
Immigration and Nationality Act(8 USC section 1001 et seq and implementing
regulations and A.R.S. §23-214(A). Specifically, Contractor warrants that it is enrolled
and participates in the federal E-Verify program at all Arizona locations under terms and
conditions established by Contractor's Memorandum of Understanding with the U.S.
Department of Homeland Security. (The "DHS MOU") The contractor shall obtain a
written certification from any subcontractor it engages to provide services under this
agreement in Arizona attesting to the subcontractor's compliance with A.R.S. §23-
214(A) and shall furnish such statement(s) to the Procurement Officer upon request.
These warranties shall remain in effect through the term of the Contract.
The Contractor shall maintain Employment Eligibility Verification (Form1-9) in accord
with the Immigration Reform and Control Act of 1986, as amended from time to time,
and shall comply with the terms, including those related to record retention, of the E-
Verify DHS MOU, and shall require that any subcontractor providing services under this
agreement in Arizona shall likewise maintain 1-9 forms and shall enroll in and comply
with its E-Verify MOU with respect to operations in Arizona..
B. The County retains the legal right to inspect contractor and subcontractor 1-9 and E-
Verify records of any employee performing work under this Contract to verify
compliance with paragraph A. of this Section. Contractor and subcontractor shall be
given reasonable notice of the County's intent to inspect and shall make the documents

available at the time and date specified. Should the County determine after notice and
an opportunity to respond that the Contractor or any of its subcontractors are not in
compliance with the obligations in this paragraph 18„ the County will consider this a
material breach of the contract and may pursue any and all remedies allowed by law,
including, but not limited to: suspension of work, termination of the Contract for default,
and suspension and/or debarment of the Contractor. The Contractor shall be
responsible for any costs associated with obtaining subcontractor certification required
by this paragraph.
19. Any notice, request, claim, demand or other communication to be given or
delivered under or by reason of the provisions of this Agreement will be in writing and
deemed to have been given when delivered personally or mailed by certified or
registered mail, return receipt requested, and postage prepaid, to the recipient. Such
noticed, demands and other communications will be sent as follows:
(a) If to the County:
Maricopa County Sheriff's Office
100 West Washington, Suite 1900
Phx, AZ 85003
Attn: J. Maclntyre
(b) If to Chrysler:
Chrysler Group LLC
Attn: Office of the General Counsel
1000 Chrysler Drive
CIMS 485-13-32
Auburn Hills, Michigan 48326
or in any of the foregoing cases to such other address as such party may hereafter
specify for such purpose by notice to the other parties referred to above.
20. The County represents and warrants to Chrysler that it has all requisite
power and authority to enter into, and to carry out and perform its obligations contained
in, this Agreement, such that when executed by the Parties, the Agreement will be a
legally valid and binding obligation of the County.
21. In the event of a breach of this Agreement by either of the Parties, the non-
breaching party shall provide notice to the breaching party of such breach. The party in
breach of this Agreement must cure such breach within seven (7) days of said notice.
In the event that the breaching party does not cure the breach within thirty (30) days of
notice of the breach, the non-breaching party may terminate this Agreement pursuant to
this Paragraph.

22. This Agreement shall become effective upon being executed by duly
authorized representatives of the Parties as set forth below. The individuals signing this
Agreement hereby represent to Chrysler their authority to enter into this Agreement on
behalf of the County.

IN WITNESS WHEREOF, the County and Chrysler, by and through their authorized
officers and, representatives, have executed this Agreement as of the /0.- day of
2013.
MAR ICOPA COUNTY, ARIZONA CHRYSLER GROUP LLC
SEP 112U13
By: Date:
Chairman, Board of Supervisors
Its: Law Enforcement VIR
ATTEST: Chrysler Group LLC.
Clerk of the Board
APPROVED AS TO FORM AND CONTENT:
Deputy County Attorney

Attachment A
The Vehicles:
2014 Dodge Ram 1500 5.7L 4x4 Crew Cab 1C6RR7XTXES214860
2014 Dodge Ram 1500 5.7L 4x4 Crew Cab 1C6RR7KT5ES100210

Attachment B
• Chrysler shall be responsible for all routine maintenance activities, such as oil
changes, brake pads, fluid levels, as instructed in the Vehicles' Owners Manual.
• The County shall notify Chrysler within 24 hours of non-routine maintenance
activities or part failures. All parts that fail shall be returned to Chrysler. Chrysler
will be responsible for determining the manner in which repairs are performed.