Amendment

Cc
AMENDMENT NO. 1

HEAVY EQUIPMENT, PARTS, ACCESSORIES, SUPPLIES, AND RELATED

SERVICES
(National Intergovernmental Purchasing Alliance, Contract No. C19-1243)

This Amendment No. 1 (“Amendment”) to the Heavy Equipment, Parts, Accessories,
Supplies and Related Services (“Agreement”) is made this day of

20

» (‘Effective Date”), by and between the City of Glendale, an Arizona municipal

corporation (“City”) and Empire Southwest, LLC., a(n) Delaware limited liability company
authorized to do business in Arizona (“Contractor”).

RECITALS

City and Empire Southwest, LLC (“Contractor”) previously entered into Linking
Agreement, Contract No. C19-1243, dated December 10, 2019 (“Agreement”); and

The original National IPA Contract, Contract No. 161534 had an initial term
beginning May 1, 2017 through April 30, 2021. The Cooperative Purchasing
Agreement, allowed for an extension through April 30, 2022; and

On March 3, 2021, City and Contractor previously entered into Contract Extension
No. 1, Contract No. C19-1243-1 extending the tetm of the agreement from May 1,
2021 through April 30, 2022; and

City and Contractor wish to modify and amend the Agreement subject to and strictly
in accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which ate hereby acknowledged, the City and
Contractor hereby agree as follows:

1,

Recitals. The recitals set forth above ate not merely recitals, but form an integral
part of this Amendment.

Term, The term of the Agreement is unchanged.

Scope of Work. The Scope of Work is unchanged.

Compensation. Section 4.1 of the Agreement is hereby modified and amended as
follows: The Compensation is being amended by increasing the amount by $800,000
for a new not-to-exceed amount of $5,300,000 for the entite tetm of the contract.
Insurance Certificate. Current certificate will expire on 07/01/2022. No additional

insurance certificate is tequited at this time.

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Non-discrimination. Contractor must not discriminate against any employee ot
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 requitements as
stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are
applicable, the parties hereby certify that they are not currently engaged in, and agree
for the duration of the Agteement to not engage in, a boycott of goods or services
from Israel, as that term is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Contractor will provide the
City annually with a Payment Card Industry Data Security Standard (PCI DSS)
attestation of compliance certificate signed by an officer of Contractor with oversight
responsibility.

Ratification of Agreement. City and Contractor hereby agree that except as
expressly provided herein, the provisions of the Agreement shall be, and remain in

full force and effect and that if any provision of this Amendment conflicts with the
Agreement, then the provisions of this Amendment shall prevail.

[Signatures on the following page.]

4/29/2021

ATTEST:

CITY OF GLENDALE, an Arizona
municipal corporation

Kevin R. Phelps, City Manager

Julie K. Bower, City Clerk

APPROVED AS TO FORM:

(SEAL)

Michael D. Bailey, City Attorney

Empire Southwest, LLC
an Delaware timited liability company

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By: Sptla Nel? |

Its: Vice President/CFO

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