Linking Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
DON SANDERSON FORD, INC.

THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of

» 2021, between the City of Glendale, an Arizona municipal corporation (the “City”), and Don

Sanderson Ford, Inc., a(n) Arizona corporation authorized to do business in Arizona (“Contractor”),
collectively, the “Parties.”

RECITALS

On December 31, 2020, under S.A.V.E Cooperative Purchasing Agreement, the Maricopa
County entered into a contract with Contractor to purchase the goods and services described
in the Automotive Maintenance for OEM Facilities - Contract No. 210143-S (“Cooperative
Purchasing Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing
Agreement permits its cooperative use by other governmental agencies including the City.

Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods
and services by participating with other governmental units in cooperative purchasing
agreements when the best interests of the City would be served.

Section 2-149 also provides that the Materials Manager may enter into such cooperative
agreements without mecting the formal or informal solicitation and bid requirements of
Glendale City Code Sections 2-145 and 2-146.

The City desires to contract with Contractor for supplies or services identical, or nearly
identical, to the supplies or services Contractor is providing other units of government under
the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the
Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to
enter into this Agreement to provide the supplies and services set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference,
and the covenants and promises contained in this Linking Agreement, the parties agree as follows:

1.

Term of Agreement. The City is purchasing supplies and/or services from Contractor
pursuant to the Cooperative Purchasing Agreement. According to the Cooperative
Purchasing Agreement, purchases can be made by governmental entities from the date of
awatd, which was December 31, 2020, until the date the contract expires on December 31,
2021 unless the term of the Cooperative Purchasing Agreement is extended by the mutual
agreement of the original contracting parties. The Cooperative Purchasing Agreement,
however, may not be extended beyond December 31, 2025. The initial petiod of this
Agreement, therefore, is the period from the Effective Date of this Agreement until December
31, 2021. The City may renew the term of this Agreement for four one-year periods until the

1/2/2020

Cooperative Purchasing Agreement expires on December 31, 2025. Glendale renewals are
not automatic and shall only occur if the City gives the Contractor notice of its intent to renew.
The City may give the Contractor notice of its intent to renew this Agreement 30 days prior
to the anniversary of the Effective Date to effectuate such renewal.

Scope of Work; Terms, Conditions, and Specifications.

A. Contractor shall provide City the supplies and/or services identified in the Scope of
Work attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications ate
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as
Exhibit A. The pricing sheet is attached hereto as Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this
Agreement shall not exceed three hundred seventy-five thousand dollars ($375,000)
for the entire term of the Agreement (initial term plus any renewals).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the
same requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided
to the City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
requirements of A.R.S. § 41-4401.

No Boycott of Israel. The Parties agree that they are not currently engaged in and agree that
for the duration of the Agreement they will not engage in, a boycott of Israel, as that term is
defined in A.R.S. §35-393. Unless and until the District Court’s injunction in Jordahl v Brnovich,
336 F.Sup.3d 1016 (D.Ariz. 2018) is stayed or lifted, the Anti-Israel Boycott Provision (A.R.S.
§35.393.01 (A)) (if applicable to this agreement) is unenforceable and the City will take no
action to enforce it.

1/2/2020

9. Attestation of PCI Compliance. When applicable, the Contractor will ptovide the City
annually with 2 Payment Card Industry Data Security Standard (PCI DSS) attestation of

compliance certificate signed by an officer of Contractor with oversight responsibility.

10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

City of Glendale

c/o Guy Wilkes - Fleet Management
6210 W. Myrtle Avenue, #111
Glendale, AZ 85301

And

Don Sanderson Ford, Inc.
c/o Tom Petetson

6300 N. 51% Avenue
Phoenix, AZ 85301

IN WITNESS WHEREOF, the patties hereto have executed this Agreement as of the date and year
set forth above.

“City” “Contractor”
City of Glendale, an Arizona Don Sanderson Ford, Inc.,
municipal corporation an Arizona corporation
By: By: a= Dae a; _—
Kevin R. Phelps Name: Tom Peterson
City Manager Title: Commercial - Fleet + Heavy Truck Service Manager
A'TTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
3

1/2/2020

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
DON SANDERSON FORD, INC.

EXHIBIT A
(MARICOPA COUNTY #210143-S
AUTOMOTIVE MAINTENANCE FOR OEM FACILITIES)

1/2/2020

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
DON SANDERSON FORD, INC.

EXHIBIT B
Scope of Work

PROJECT

To provide maintenance and repair setvices to passenger, light, and medium duty vehicles and
equipment, on an as-needed basis.

1/2/2020

SERIAL 210143-S AUTOMOTIVE MAINTENANCE FOR OEM FACILITIES

DATE OF LAST REVISION: February 26, 2021 CONTRACT END DATE: December 31, 2021

CONTRACT PERIOD THROUGH DECEMBER 31, 2021

TO: All Departments
FROM: Office of Procurement Services

SUBJECT: Contract for AUTOMOTIVE MAINTENANCE FOR OEM FACILITIES

Attached to this letter is published an effective purchasing contract for products and/or services to be
i icopa County activities as awarded by Maricopa County onpepembensii2a205y

All purchases of products and/or services listed on the attached pages of this letter are to be obtained
from the vendor holding the contract. Individuals are responsible to the vendor for purchases made
outside of contracts. The contract period is indicated above.

Loe Tyre

Kevin Tyne, Chief Procurement Officer

Office of Procurement Services
AM/mm
Attach
Copy to: Office of Procurement Services

Erick VanHofwegen, EQS

(Please remove Serial 16030-S from your contract notebooks)

SERIAL 210143-S

AUTOMOTIVE SERVICES FOR ORIGINAL EQUIPMENT MANUFACTURER FACILITIES

1.0

2.0

INTENT

1.1

This Invitation for Bid (IFB) is intended to establish one or more contracts to provide original
equipment manufacturer (OEM) authorized service and replacement parts facilities for
Maricopa County’s vehicle fleet on an as-needed basis. The County intends to establish
coverage for five Maricopa County Equipment Services Department (EQS) service centers
to provide warranty work, repair safety hazards that deem the County vehicle unsafe to
operate, and provide preventative maintenance with approval from EQS. Last year the
County spent approximately $430,000 at OEM service facilities.

1.2 Other governmental entities under agreement with Maricopa County (County) may have
access to services provided hereunder (see also Sections 3.13 and 3.14 below).

1.3 The County reserves the right to add additional contractors, at the County’s sole discretion,
in cases where the currently listed contractors are of an insufficient number or skill-set to
satisfy the County's needs or to ensure adequate competition on any project or task order
work.

1.4 County reserves the right to award this contract to multiple vendors. The County reserves
the right to award in whole or in part, by item or group of items, by section or geographic
area, or make multiple awards, where such action serves the County’s best interest.

SPECIFICATIONS

2.1 OEM AUTHORIZED SERVICE FACILITIES
2.1.1 The contractor’s service facility must be certified as a factory authorized service

facility for s. All technicians shall be
manufactu V repairs necessary.
Documentation of manufacturer certification shall be available for verification upon
request from the County.

2.1.2 The contractor’s service facility shall be open Monday through Friday from 8:00
a.m. to 5:00 p.m. MST.

2.1.3. The County’s expectations are to establish coverage with OEM service facilities
within a 15-mile radius from each of the County’s EQS service centers, and that
support the manufacturers listed below. This is not intended to be restrictive. Any
authorized service facility may offer to support all County service centers.

2.1.4 Contractor must indicate the gross vehicle weight (GVW) their service facility
is equipped to service on Attachment D — Pricing Sheet (e.g., facility equipped
to service up to 20,000 GVW).

2.1.5 No volume of business is a guarantee.

2.1.6 The contractor shall have necessary equipment and personnel in order to ensure
full compliance with the terms of this contract at all times.

2.2 TRANSPORTATION OF VEHICLES TO AND FROM COUNTY SERVICE FACILITIES

2.2.1 Contractor is responsible for picking up all vehicles under warranty and
returning the vehicle back to the designated service center at no cost to the County.

2.2.2 Contractor shall indicate a flat fee to pick up and deliver vehicles no longer under
warranty on Attachment D — Pricing Sheet. The County reserves the right to utilize

2.3

2.4

2.5

2.6

SERIAL 210143-S

the County's current towing contract if necessary, to deliver a vehicle to
contractor’s service facility.

HOURLY RATES

2.3.1 The OEM service facility shall provide an hourly labor rate for normal business
hours after-hours, holidays, and weekends. The amount of labor time shall not
exceed the manufacturer guidelines.

2.3.2 _ Labor rate shall mean the time it takes to complete a vehicle repair. The contractor
shall utilize half-hour increments when applicable.

2.3.3 Afterhours labor rate shall mean services rendered after normal business hours.
2.3.4 Afterhours/overtime service must be approved prior to providing the service.

2.3.5 The County shall not be responsible for any afterhours/overtime rates/charges
when incurred due to negligence on the part of the contractor/service technician,
for example when a contractor/service technician is missing any parts, tools,
equipment, material, and other related items required to complete the repair.

2.3.6 The County reserves the right to dispute charges on labor hours and repairs
performed if deemed excessive or unreasonable. If any portion of the repair
performed is determined to be excessive charges, the contractor shall credit the
original invoice referencing the work order and the vehicle number.

PARTS PRICING

2.4.1. The parts pricing shall only be for OEM replacements parts used during
service/repairs.

2.4.2 All replacement parts shall be of OEM. Exceptions are made when OEM parts are
no longer available; the County must provide prior approval to replace parts with
aftermarket parts.

STATUS REPORTS

The contractor shall submit a daily status report by email at an email address
provided upon award of contract no later than 4:00 p.m. each day to the EQS service
center where the vehicle originated, providing the estimated time for each vehicle to be
returned to the County’s service center. The report shall include the date the vehicle was
received, County’s work order number and vehicle number, and details about the status of
the repair.

SAFETY STANDARDS /REGULATIONS
2.6.1 All safety and environmental regulations shall meet:

2.6.1.1 Code of Federal Regulation (CFR) Title 49 (See https:/Awww.ecfr.gov/cgi-
bin/text-

idx?SID=0060ed6b238ab0e844bca8 1d1d2d70c4&tpl=/ecfrbrowse/Title4
9/49tab_02.tpl):

2.6.1.1.1 Inspection, Repair, and Maintenance within Part 396

2.6.1.1.2 Parts & Accessories Necessary for Safe Operation within Part
393

2.6.1.1.3. Federal Motor Vehicle Safety Standards within Part 571

2.7

2.8

2.9

EQU'
2.7.1
2.7.2

cou

SERIAL 210143-S

2.6.1.2 The Society of Automotive Engineer (SAE) standards (refer to
www.sae.org/standards/ground-vehicle)

2.6.1.3 Occupational Safety and Health Administration (OSHA) (refer to
https://www.osha.gov/a-z).

IPMENT SERVICE DEPARTMENT SERVICE CENTERS
Equipment Services Department operates five service centers.

Our operating hours are Monday through Friday, excluding holidays; hours of
operation differ by location:

2.7.2.1. Durango Main Service Center, 3325 W. Durango, Phoenix, 85009 (602-
506-4678), 5:00 a.m. to 4:30 p.m.

2.7.2.2 Mesa Service Center, 155 E. Coury, Mesa, 85210 (602-506-4794), 6:00
a.m. to 2:30 p.m.

2.7.2.3 Dysart Service Center, 16821 N. Dysart Rd. Surprise, 85374 (623-583-
1836), 7:00 a.m. to 3:30 p.m.

2.7.2.4 Downtown Service Center, 120 S. 4th Ave, Phoenix, 85003 (602-506-
3230), 7:30 a.m. to 4:00 p.m.

2.7.2.5 Buckeye Service Center, 26449 W. HWY 85, Buckeye, 85326 (623-386-
7461), 6:00 a.m. to 3:30 p.m.

NTY’S VEHICLE FLEET

The County’s current vehicle fleet includes, but is not limited to, manufacturers as follows:

Chevrolet
Ford
Dodge
Honda
Toyota
Nissan
Isuzu

WORK ORDER ASSIGNMENTS

2.9.1

2.9.2

2.9.3

2.9.4

2.9.5

2.9.6

Equipment Services’ designated employee(s) will coordinate all work order
assignments to the contractor(s).

Some work order assignments shall be for public safety vehicles (i.e., Sheriffs
vehicles, Adult Probation). These service requests are time sensitive, and shall
take priority over other work assignments.

The contractor will be authorized to perform any preventative maintenance with
approval from EQS.

The designated EQS employee(s) will provide the contractor(s) a preliminary
diagnosis of the vehicle(s) repair.

The contractor will provide an expected completion date at the time of the work
order assignment. If the contractor shall not meet this time frame, the County may
make other arrangements with the next authorized service facility on contract.

Only EQS may provide authorization for an contractor's facility to service to a
County vehicle; no other County department has the authorization to request

2.10

2.11

2.12

2.13

SERIAL 210143-S

service to a County vehicle. Any unauthorized service performed by a contractor
will result in non-payment, no exceptions. For best practice always contact
Equipment Services Department main service center (602-506-4678) when
receiving a County vehicle without our work order number.

2.9.7 If a contractor has more than five County vehicles at a contractor's facility, the
County reserves the right to not assign any further work order assignments at that
facility until all vehicles are returned to the County.

2.9.8 _ If the contractor has more than five County vehicles at the contractor's facility and
no repairs have been completed within the established timeframe and no
communications have been submitted, the County reserves the right to picked up
the vehicle; any cost incurred to transport a County vehicle from the contractor's
facility will be charged to the contractor.

MINOR REPAIR SERVICE (PLUS REPLACEMENT PARTS) NOT TO EXCEED $1,000

The contractor is authorized to perform minor repairs, such that repairs plus replacement
parts shall not to exceed $1,000 plus tax, upon verbal consent from EQS. Such repairs
include, but are not limited to, tire repair, replace a head light replacement, replacement of
air filter, wiper blades, battery, etc.).

REPAIR SERVICE (PLUS REPLACEMENT PARTS) OVER $1,000

2.11.1 The contractor(s) shall submit a request, by email, to the EQS shop
supervisor/lead for prior approval to perform any repairs or installation of
replacement parts exceeding $1,000 for problems which may be deemed to be a
safety hazard during operation a County vehicle.

2.11.2 Written requests shall list the complaint, cause, and cure for the problem, and shall
include the cost of replacement parts and estimated time to complete the service.

RESPONSE AND REPAIR TIME

2.12.1 All response times to pick-up a vehicle for service shall be within the same
business day, unless prior arrangements have been made with EQS.

2.12.2 Unless prior arrangements have been made with EQS, all repairs shall be
completed and the vehicle returned to the same EQS facility from where it was
removed as follows:

2.12.2.1 The same business day as the request when the request has been made
prior to 2:00 p.m. MST.

2.12.2.2 The business day immediately following the day of the request for
requests made after 2:00 p.m. MST.

BUSINESS REQUIREMENTS

2.13.1 It shall be the responsibility of the contractor to communicate with their parts
department, service area, accounts receivable, and other areas involved with
compliance of this contract.

2.13.2 EQS reserves the right to dispute charges on labor hours and repairs performed if
deemed excessive/unreasonable. If any portion of the repair performed is
determined to be excessive charges, the contractor shall credit the original invoice
referencing the work order and the vehicle number.

3.0

2.14

2.15

2.16

SERIAL 210143-S
ACCOUNTS PAYABLE

2.14.1 For all inquiries about payment processing, contact accounts payable at 602-506-
4668.

2.14.2 Invoices for services shall be submitted within 48 hours from date of service, by
fax to 602-506-1182 or email (provided upon award).

2.14.3 Contractors are required to submit electronic invoices and/or statements.

2.14.4 At no time shall the payments be applied to our monthly statement total. All
payments shall be applied per invoice. All invoices and credits shall be listed on
the statement.

FACILITY INSPECTION

The County reserves the right to visit the contractor's facilities at any time during the
evaluation period and after the contract has been awarded.

TECHNICAL AND DESCRIPTIVE SALES LITERATURE

Contractor shall provide copies of its sales literature and brochures and copies of any
manufacturer's technical and/or descriptive literature regarding the material(s) the
contractor proposes to provide. Literature shall be sufficient in detail to allow for full and
fair evaluation of the material(s) submitted, and must be included with the bid. Failure to
include this information may result in the bid being rejected.

PURCHASING REQUIREMENTS

3.1

3.2

DELIVERY

3.1.1 Delivery is desired as soon as possible, and details shall be stipulated on the
purchase order. Contractor shall notify the County representative listed on the
order if the requested delivery date and/or the anticipated lead time cannot be met.
Failure to communicate to County changes in the order status may result in default
proceedings.

3.1.2 Vehicles shall be delivered between the hours of 6:00 a.m. and 4:00 p.m. MST,
Monday through Friday, except on County recognized holidays.

EXPEDITED DELIVERY

3.2.1 If the department determines that expedited delivery is required, it shall notify the
contractor. Contractor shall determine any additional costs associated with such
delivery terms and communicate that cost to the department.

3.2.2. The department shall not advise the contractor to proceed with an expedited
delivery until acceptable terms are agreed upon and a purchase order is issued.
Upon agreeing to the additional costs, the department shall advise the contractor
to proceed.

3.2.3 Upon receipt of vehicle and invoicing, the department shall ensure that any
additional charges are in compliance with and do not exceed agreed to costs. The
department shall retain all documents related to these costs within the agency
purchase file.

3.3

3.4

3.5

3.6

3.7

3.8

SERIAL 210143-S
INSTALLATION

Contractor shall be responsible to install and present for inspection all services and
equipment in a complete and ready-for-use condition with all components functioning,
cleaned and tested. Contractor’s price shall include delivery and installation of all
equipment in complete operating condition.

TESTING

Unless otherwise specified, services and related materials purchased will be inspected by
the department to ensure they meet the quality and quantity requirements of the
specifications. When applicable and deemed necessary by the County, samples of the
materials may be taken at random from stock received for submission to a commercial
laboratory or other appropriate agency for analysis and tests to determine whether the
materials conform in all respects to the specifications. In cases where commercial
laboratory reports determine that the materials do not meet the specifications, the expense
of such analysis shall be borne by the contractor.

ACCEPTANCE

Upon completion, services shall be deemed accepted and the warranty period shall begin.
Successful service delivery shall be defined as a) material(s)/equipment is installed (as
necessary) and fully operational; and b) the department has deemed all service/work
completed, including but not limited to any inspection, repair, installation, design,
development, deployment, operation, and initial training, (as applicable). Additionally, all
documentation shall be completed prior to final acceptance.

WARRANTY

3.6.1 All services furnished under this contract shall conform to the requirements of this
contract.

3.6.2 Service and/or Repair Warranty

3.6.2.1. The warranty shall cover all parts and labor for a period of one year from
formal acceptance by the County. Any manufacturer warranty beyond
one year shall be passed on to the County.

3.6.2.2 Contractor shall indicate on the price sheet the duration of the warranty
and any applicable limitations or conditions which may apply.

3.6.2.3 Contractor agrees that it will, at its own expense, provide all labor and
parts required to remove, repair or replace, and reinstall any such
defective workmanship and/or materials which becomes or is found to
be defective during the term of this warranty. Contractor shall guarantee
the services to be supplied comply with all applicable regulations.

USAGE REPORT

Contractor shall furnish the County a usage report upon request delineating the acquisition
activity governed by the contract. The format of the report shall be approved by the County
and shall disclose the quantity and dollar value of each contract item by individual unit.

BACKGROUND CHECK

Bidders/proposers need to be aware that they may be required to pass multiple background
checks (e.g. Sheriff's Office, County Attorney's Office, Courts, as well as County general
government) to determine if the respondent is acceptable to do business with the County.
This applies to (but is not limited to) the company, subcontractors, and employees.

3.9

3.10

SERIAL 210143-S

INVOICES AND PAYMENTS

3.9.1

3.9.2
3.9.3

3.9.4

3.9.5

3.9.6

Contractor shall submit one legible copy of their detailed invoice before payment(s)
will be made. Incomplete invoices will not be processed. At a minimum, the invoice
must provide the following information:

Company name, address, and contact information
County bill-to name and contact information
Contract serial number

County purchase order number

Invoice number and date

Payment terms

Date of service or delivery

Quantity (e.g., number of days or weeks)
Contract item number(s)

Arrival time and completion time (if applicable)
Description of purchase (product or services)
Pricing per unit of purchase

Extended price (by line item)

Total amount due

ee

Commodities must be billed as a separate line item.

Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.

Payment shall only be made to the contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an Electronic Funds
Transfer (EFT) process. After contract award, the contractor shall complete the
Vendor Registration Form accessible through the County Department of Finance

Vendor Registration website at —httos:/Avww.maricopa.gow/5169/Vendor-
Information.

Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.

EFT payments to the routing and account numbers designated by the contractor
shall include the details on the specific invoices that the payment covers.
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.

APPLICABLE TAXES

3.10.1

3.10.2

It is the responsibility of the contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.

The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https:/Avww.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds over payment
of a project due to tax consideration that was not due, the contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.

3.11

3.12

3.13

3.14

3.15

SERIAL 210143-S

3.10.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their operation and any persons employed by the
contractor. Contractor shall, and require all subcontractors to, hold the County
harmless from any responsibility for taxes, damages, and interest, if applicable,
contributions required under Federal and/or State and local laws and regulations,
and any other costs including: transaction privilege taxes, unemployment
compensation insurance, Social Security, and Workers’ Compensation. Contractor
may be required to establish, to the satisfaction of County, that any and all fees
and taxes due to the City or the State of Arizona for any license or transaction
privilege taxes, use taxes, or similar excise taxes are currently paid (except for
matters under legal protest).

PERFORMANCE

It shall be the contractor's responsibility to meet the proposed performance requirements.
The County reserves the right to obtain services on the open market in the event the
contractor fails to perform, and any price differential will be charged against the contractor.

POST AWARD MEETING

Contractor may be required to attend a post-award meeting with the department to discuss
the terms and conditions of this contract. This meeting will be coordinated by the procurement
officer of the contract.

STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)

The County is a member of the SAVE cooperative purchasing group. SAVE includes the
State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified
school districts. Under the SAVE Cooperative Purchasing Agreement, and with the
concurrence of the successful respondent under this solicitation, a member of SAVE may
access a contract resulting from a solicitation issued by the County. If you do not want to
grant such access to a member of SAVE, state so in your bid. In the absence of a statement
to the contrary, the County will assume that you do wish to grant access to any contract
that may result from this bid. The County assumes no responsibility for any purchases by
using entities.

INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (iCPAs)

County currently holds ICPAs with numerous governmental entities. These agreements
allow those entities, with the approval of the contractor, to purchase their requirements
under the terms and conditions of the County contract. It is the responsibility of the non-
County government entity to perform its own due diligence on the acceptability of the
contract under its applicable procurement rules, processes, and procedures. Certain
governmental agencies may not require an ICPA and may utilize this contract if it meets
their individual requirements. Other governmental agencies may enter into a separate
Statement of Work with the contractor to meet their own requirements. The County is not
a party to any uses of this contract by other governmental entities.

VOLUNTARY EMPLOYEE DISCOUNTS

3.15.1 Contractors may voluntarily offer discounts to County employees for products or
services provided under this contract. Whether a contractor offers or does not offer
an employee discount is not a factor considered in the evaluation of responses to
this solicitation.

3.15.2 Any discount offered is part of a commercial transaction between the contractor
and individual County employees and the County is not a party to the transaction.
Any disputes or issues arising from an individual commercial transaction between
the contractor and an individual County employee is a matter between the

4.0

SERIAL 210143-S

contractor and the employee. If a discount is offered, the terms will be announced
to County employees.

CONTRACTUAL TERMS & CONDITIONS

4.1

4.2

4.3

44

4.5

CONTRACT TERM

This Invitation for Bids is for awarding a firm, fixed-price purchasing contract to cover a
term of one year.

OPTION TO RENEW

The County may, at its option and with the concurrence of the contractor, renew the term
of this contract up to a maximum of four additional year(s), (or at the County’s sole
discretion, extend the contract on a month-to-month basis for a maximum of six months
after expiration). Contractor shall be notified in writing by the Office of Procurement
Services of the County's intention to renew the contract term at least 60 calendar days
prior to the expiration of the original contract term.

CONTRACT COMPLETION

In preparation for contract completion, the contractor shall make all reasonable efforts for
an orderly transition of its duties and responsibilities to another provider and/or to the
County. This may include, but is not limited to, preparation of a transition plan and
cooperation with the County or other providers in the transition. The transition includes the
transfer of all records and other data in the possession, custody, or control of the contractor
that are required to be provided to the County either by the terms of this agreement or as
a matter of law. The provisions of this clause shall survive the expiration or termination of
this agreement.

PRICE ADJUSTMENTS

4.4.1. Any requests for reasonable price adjustments must be submitted 60 calendar
days prior to the contract expiration. Requests for adjustment in cost of labor
and/or materials must be supported by appropriate documentation. The
reasonableness of the request will be determined by comparing the request with
the Consumer Price Index or by performing a market survey. If County agrees to
the adjusted price terms, County will issue written approval of the change and
provide an updated version of the contract. The new change shall not be in effect
until the date stipulated on the updated version of the contract.

4.4.2 Inthe event any price increase is requested as the result of any tariff that becomes
effective during the performance of this contract, the County may adjust the price
based on a request from the contractor that documents the additional price
increase. If, during the performance of this contract, any tariff-related price
increase is subsequently reduced or eliminated, the vendor shall notify the County
of the decrease and shall apply it accordingly for remaining term of the contract. If
the County finds over payment of a project due to tariff reduction that was not due,
the contractor will be liable to the County for that amount, and by contracting with
the County agrees to remit any overpayments back to the County for
miscalculations on increases due to tariffs included in a bid price.

INDEMNIFICATION

4.5.1 To the fullest extent permitted by law, and to the extent that claims, damages,
losses, or expenses are not covered and paid by insurance purchased by the
contractor, the contractor shall defend, indemnify, and hold harmless the County
(as Owner), its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses, and expenses (including, but not

4.6

4.5.2

4.5.3

4.5.4

SERIAL 210143-S

limited to attorneys’ fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted
from, the negligent acts, errors, omissions, or mistakes relating to the performance
of this contract.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.

The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.

The scope of this indemnification does not extend to the sole negligence of County.

INSURANCE

4.6.1

46.2

4.6.3

46.4

46.5

46.6

Contractor, at contractor's own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to
County.

All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.

In the event that the insurance required is written on a claims-made basis,
contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.

Contractor’s insurance will be primary insurance as respects County, and any
insurance or self-insurance maintained by County will not contribute to it.

Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County's right to
coverage afforded under the insurance policies.

The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require contractor to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.

4.6.7

46.8

46.9

SERIAL 210143-S

The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds.

The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of contractor's work or service.

If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.

4.6.9.1 Commercial General Liability

Commercial General Liability (CGL) insurance with a limit of not less
than $2,000,000 for each occurrence, $4,000,000 Products/Completed
Operations Aggregate, and $4,000,000 General Aggregate Limit. The
policy shall include coverage for premises liability, bodily injury, broad
form property damage, personal injury, products and completed
operations and blanket contractual coverage, and shall not contain any
provisions which would serve to limit third-party action over claims.
There shall be no endorsement or modifications of the CGL limiting the
scope of coverage for liability arising from explosion, collapse, or
underground property damage.

4.6.9.2 Automobile Liability

Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$1,000,000 each occurrence with respect to any of the contractor's
owned, hired, and non-owned vehicles assigned to or used in
performance of the contractor’s work or services or use or maintenance
of the premises under this contract.

4.6.9.3. Workers’ Compensation

4.6.9.3.1 | Workers’ Compensation insurance to cover obligations
imposed by Federal and State statutes having jurisdiction of
contractor's employees engaged in the performance of the
work or services under this contract; and Employer's
Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.

46.9.3.2 Contractor, its subcontractors, and sub-subcontractors
waive all rights against this contract and its agents, officers,
directors, and employees for recovery of damages to the
extent these damages are covered by the Workers’
Compensation and Employer's Liability or Commercial
Umbrella Liability insurance obtained by contractor, its
subcontractors, and its sub-subcontractors pursuant to this
contract.

46.9.4 Garagekeepers Liability

Garagekeepers Liability insurance which will insure and provide
coverage for garage keepers legal liability, garage liability, and auto

SERIAL 210143-S

physical damage of the contractor, with limits of no less than $1,000,000
for each occurrence.

46.9.5 Certificates of Insurance

4.6.9.5.1 Prior to contract award, contractor shall furnish the County
with valid and complete certificates of insurance, or formal
endorsements as required by the contract in the form
provided by the County, issued by contractor's insurer(s),
as evidence that policies providing the required coverage,
conditions, and limits required by this contract are in full
force and effect. Such certificates shall identify this contract
number and title.

4.6.9.5.2 In the event any insurance policy(ies) required by this
contract is (are) written on a claims-made basis, coverage
shall extend for two years past completion and acceptance
of contractor’s work or services and as evidenced by annual
Certificates of Insurance.

4.6.9.5.3 If a policy does expire during the life of the contract, a
renewal certificate must be sent to County 15 calendar days
prior to the expiration date.

4.6.9.6 Cancellation and Expiration Notice

Applicable to all insurance policies required within the insurance
requirements of this contract, contractor's insurance shall not be
permitted to expire, be suspended, be canceled, or be materially
changed for any reason without 30 calendar days prior written notice to
Maricopa County. Contractor must provide notice to Maricopa County,
within two business days of receipt, if they receive notice of a policy that
has been or will be suspended, canceled, materially changed for any
reason, has expired, or will be expiring. Such notice shall be sent directly
to Maricopa County Office of Procurement Services and shail be mailed
or hand delivered to 160 South 4 Avenue, Phoenix, AZ 85003, or
emailed to the procurement officer noted in the solicitation.

47 FORCE MAJEURE

4.7.1

4.7.2

47.3

Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes will include acts of God/nature
(including fire, flood, earthquake, storm, hurricane, or other natural disaster), war,
invasion, act of foreign enemies, hostilities (whether war is declared or not), civil
war, riots, rebellion, revolution, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction, lockout,
blockage, embargo, labor dispute, strike, and interruption or failure of electricity or
telecommunication service.

Each as applicable, shail give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use
best efforts to remedy the situation and remove, as soon as practicable, the cause
of its inability to perform or comply.

The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages

4.8

4.9

4.10

4.11

4.12

4.13

SERIAL 210143-S

caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.

ORDERING AUTHORITY

Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.

AVAILABILITY OF FUNDS

4.9.1 The provisions of this contract relating to payment shall become effective when
funds assigned for the purpose of compensating the contractor as herein provided
are actually available to County for disbursement. The County will be the sole
judge and authority in determining the availability of funds under this contract.
County will keep the contractor fully informed as to the availability of funds.

4.9.2 If any action is taken by any State agency, Federal department, or any other
agency or instrumentality to suspend, decrease, or terminate its fiscal obligations
under, or in connection with, this contract, County may amend, suspend, decrease,
or terminate its obligations under, or in connection with, this contract. In the event
of termination, County will be liable for payment only for services rendered prior to
the effective date of the termination, provided that such services are performed in
accordance with the provisions of this contract. County will give written notice of
the effective date of any suspension, amendment, or termination under this
section, at least 10 days in advance.

PROCUREMENT CARD ORDERING CAPABILITY

County may opt to use a procurement card ( VISA or Mastercard) to make payment for
orders under this contract.

INTERNET ORDERING CAPABILITY

It is the intent of Maricopa County to use the Internet to communicate and to place orders
under this contract.

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.

PURCHASE ORDERS

4.13.1 County reserves the right to cancel purchase orders within a reasonable period of
time after issuance. Should a purchase order be canceled, the County agrees to
reimburse the contractor for actual and documentable costs incurred by the
contractor in response to the purchase order. The County will not reimburse the
contractor for any costs incurred after receipt of County notice of cancellation, or
for lost profits, or for shipment of product prior to issuance of purchase order.

4.13.2 Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County with written notification to follow. Contractor specifically
acknowledges to be bound by this cancellation policy.

4.14

4.15

4.16

4.17

SERIAL 210143-S
SUSPENSION OF WORK

The procurement officer may order the contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.

STOP WORK ORDER

4.15.1 The procurement officer may, at any time, by written order to the contractor, require
the contractor to stop all, or any part, of the work called for by this contract for a
period of 90 calendar days after the order is delivered to the contractor, and for
any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:

4.15.1.1 cancel the stop work order; or

4.15.1.2 terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.

4.15.2 The procurement officer may make an equitable adjustment in the delivery
schedule and/or contract price, and the contract shall be modified, in writing,
accordingly, if the contractor demonstrates that the stop work order resulted in an
increase in costs to the contractor.

TERMINATION FOR CONVENIENCE

Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the contractor.

TERMINATION FOR DEFAULT

4.17.1 The County may, by written Notice of Default to the contractor, terminate this
contract in whole or in part if the contractor fails to:

4.17.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;

4.17.1.2_ make progress, so as to endanger performance of this contract; or
4.17.1.3 perform any of the other provisions of this contract.

4.17.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the contractor does not cure such failure within 10 business days (or

more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.