Linking Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
BITE BODY COMPANY, INC.

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

> 20 , between the City of Glendale, an Arizona municipal corporation (the “City”), and

BTE Body Company, Inc., a Texas corporation authorized to do business in Arizona (“Contractor”),
collectively, the “Patties.”

RECITALS

On October 1, 2019, under a S.A.V.E Cooperative Purchasing Agreement, the City of Phoenix
(with BTE Body Company, Inc.) entered into a contract with Contractor to purchase the
goods and services described in the OEM Scorpion Parts and Service Contract, Contract No.
151182-0 Agreement No. 20-FSD-026 (“Cooperative Purchasing Agteement”), 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 meeting 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
entet 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 patties agtee 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
award, which was October 1, 2019, until the date the contract expires on September 30, 2022
unless the term of the Cooperative Purchasing Agreement is extended by the mutual
agreement of the original conttacting parties. The Cooperative Purchasing Agreement,
however, may not be extended beyond September 30, 2024. The initial period of this
Agreement, therefore, is the period from the Effective Date of this Agreement until

1/2/2020

September 30, 2022. The City may renew the term of this Agreement for three (3) one-year
periods until the Cooperative Purchasing Agreement expires on September 30, 2024. Glendale
renewals are not automatic and shall only occur if the Cooperative Agreement is extended and
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 are
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 C.

B. The total purchase price for the supplies and/or services purchased under this

Agreement shall not exceed two hundred twenty-five thousand dollars ($225,000) 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 disctiminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
otientation, 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. 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
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined
in A.R.S § 35-393.

4/29/2021

9. 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.

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 Craig Croner, Fleet Management Superintendent
6210 W. Myrtle Avenue, #111

Glendale, AZ 85301

And

BTE Body Company, Inc.
c/o Patricia Ballentine
2650 N. 32% Avenue
Phoenix, AZ 85009

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

“City?

City of Glendale, an Arizona
municipal corporation

“Contractor”

BTE Body Company, Inc.,
a Texas corporation

By: By: Ley
Kevin R. Phelps Namelayton Carhpbeill
City Manager Titly Corporate General Manager
Jason Hurst
General Manager
ATTEST: BTE Phoenix, AZ
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
BTE BODY COMPANY, INC.

EXHIBIT A

(CITY OF PHOENIX - CONTRACT NO. 151182-0 AGREEMENT NO. 20-FSD-026
OEM SCORPION PARTS AND SERVICE)

4/29/2021

151182--003

G

CONTRACT AMENDMENT (OPTIONAL RENEWAL)

CITY OF PHOENIX

Effective Date: 8/4/2021
Solicitation No.: RFA 20-026
SRM/SAP Contract No.: 4701007023

City Clerk Contract No.: 151182

Purchasing Division
200 W Washington St. 7
Floor
Phoenix, Arizona 85003

OEM SCORPION PARTS AND
SERVICE

Contract Title:

Contractor Name
OR Contact: BTE BODY COMPANY INC
Contractor E- patricia. ballentine@btebody.com

mail:

Buyer Name: Miranda Ortega
Telephone No.: 602-534-9614

Buyer E-mail: miranda.ortega@phoenix.gov

THE ABOVE REFERENCED CONTRACT IS AMENDED AS FOLLOWS:

In accordance with the Aggrement, 1 Term of the Aggrement, the contract is extended for an additional
opin ea, antl September 30,2022.

ALL OTHER CONTRACT PRICES, TERMS, AND CONDITIONS WILL REMAIN THE SAME

Contractor hereby acknowledges receipt of and
agreement with the amendmen A signed copy must
be returned to the Public WoyKs/Procurement.

en

r.—¥
“¢ J

Whew Nuref__

Printed Name

_ Creche, Vashon BC
Title

Date:_G/? 3/ ze

City of Phoenix, a municipal corporation

Ed Zuercher, City Manager
By: Joseph Giudice (Sep 4, 2021 14:33 POT}
Joe Giudice

Public Works Director

ATTEST:

City Clerk Sep 7, 2021

Approved as to form this 9" day of January 2018. This document has been approved as to form by the
City Attorney and is on file with the City Clerk. It need not be submitted to the City Attorney for approval

unless the form document is altered.

Revised 01/2018

151182--002

(- CITY OF PHOENIX
Purchasing Division
CONTRACT AMENDMENT 200 W. Washington St., 7" Floor
= Phoenix, Arizona 85003
Phone: (602) 256-5634
Effective Date 10/01/2020
Solicitation No. RFA 20-FSD-026
SRM/SAP Contract No. 4701007023
City Clerk Contract No. 151182
file # and Date sae 0°. 09/18/2019
Contract Title OEM Scorpion Parts and Service
Contractor BTE Body Company, Inc
Contractor E-mail Patricia.Ballentine@btebody.com
Buyer Name Amanda Cook
Telephone No. (602) 256-5634
Buyer Email Amanda.Cook@phoenix.gov

THE ABOVE REFERENCED CONTRACT IS AMENDED AS FOLLOWS:

1. Exhibit A of the Agreement, “Scope of Work’, is replaced by the Amended Exhibit
A "Scope of Work", which is attached and incorporated into this Amendment No. 2.

2. in accordance with the Agreement, 1. Term of the Agreement, the contract is
extended for an additional option year, until September 30, 2021.

3. Except as otherwise amended, all other terms and conditions of the Agreement
and any prior amendments not in conflict will remain in full force and effect. If there is a
conflict or ambiguity among amendments: and the Agreement, the most recent
amendment will only prevail and control if clear and unambiguous; and if not the original
Agreement will govern to the extent neceésary to support the intent of the Agreement.

“ALL OTHER CONTRACT PRICES, TERMS,
AND CONDITIONS WILL REMAIN THE SAME

Rev, 12/2018

Tes CITY OF PHOENIX
Purchasing Division
CONTRACT AMENDMENT 200 W. Washington St., 9"* Floor

Phoenix, Arizona 85003
Phone: (602) 261-8812

BTE Body Company, Inc, City of Phoenix, a municipal corporation
Ed Zuercher, City Manager

Contractor acknowledges receipt of Ginger Spencer g2etyserstty Gram sere

an agreement with the amendment. By:

A signed copy must be returned to

the Public Works Department, Ginger Spencer

Procurement Services, Director, Public Works Department
ATTEST:

Printed Name City Clerk Dec 31, 2020

fa E0GRAL ¢Uwh ee Z APPROVED AS TO FORM:

Title Cris Meyer, City Attorney
By: Patricla Boland (Dec 31, 2020 12:49 MST)

Dates /Z2-Z@-—Zozo Patricia Boland

Assistant Chief Counsel

Rey. 12/2018

AMENDED EXHIBIT A - SCOPE OF WORK

1, INTRODUCTION
The City of Phoenix, Public Works Department, Fleet Services Division (FSD) is responsible
for maintaining a fleet of over 7,500 different vehicles including light, medium, and heavy duty;
including refuse collections trucks to various fire apparatus. FSD’s mission is to provide our
customers with fleet equipment that is safe, efficient, reliable, sustainable, and supports their
mission in serving the City of Phoenix residents.

The Contractor shall provide Original Equipment Manufacturer (OEM) parts and accessories
as required for the City’s Scorpion refuse truck fleet. These parts and accessories shall be
supplied on an “as needed” / ‘if needed” basis, according to the requirements contained
herein. Contractors shall provide all parts and accessories offered by the manufacturers which
they represent.

2. CONTRACTOR REQUIREMENTS

|. Inventory and Delivery Requirements
a. The Contractor shall establish and maintain sufficient local product inventory
to support the City's Scorpion fleet. The Contractor shall guarantee that stock
of products specified in this agreement is available locally and shall provide
parts delivery and will call services, excluding weekends.

b. Special handling and/or freight charges must be pre-approved. The Contractor
will assume all shipping/delivery charges unless prior authorization from the
City is provided. If such authorization is received, the City will reimburse the
Contractor as a pass through cost on the invoice with documentation that
includes the price the Contractor paid for the special handling or freight.

c. The Contractor must meet the following fill rates:

i. The Contractor will make available or deliver a minimum of 85% of all
orders within 24 hours after receipt of order, excluding weekends.
Orders placed on Friday must be delivered by the following Monday to
meet this fill rate requirement.

ii. The Contractor will make available or deliver all orders within one week
after the receipt of order.

iii. For orders requiring more time than allowed, as outlined above, the
Contractor will notify the City authorized representative by email. This
Notification must include the reason for the delay, backorder information
and estimated date/time of delivery. The Contractor will provide status
updates on the order until delivered.

iv. In the event that an item cannot be supplied immediately from
Contractor's stock, the City reserves the right to purchase the item from
other sources when the City determines that it is an emergency
purchase need.

v. Contractor must off-load all deliveries and pick up parts cores weekly
at no additional cost to City.

vi. The Contractor may make multiple daily deliveries to multiple locations
Monday through Friday, as required, to fulfill orders. Delivery schedules
to be determined by ordering location.

vii. Deliveries will be made to various City locations. Below is a list of
possible delivery locations with addresses:

AMENDED EXHIBIT A — SCOPE OF WORK

Location Address

1. 22nd Avenue Service Center 2441 South 22nd Avenue, Phoenix, AZ 85009
2. Okemah Service Center, 3828 East Anne Street, Phoenix, AZ 85040

3. Glenrosa Service Center 4021 West Glenrosa, Phoenix, AZ 85019

4. Union Hills Service Center 138 East Union Hills, Phoenix, AZ 85024

6. Salt River Service Center 3045 South 22nd Avenue, Phoenix, AZ 85009
7. 27th Avenue Transfer Station 3060 South 27th Avenue, Phoenix, AZ 85009

8. North Gateway Transfer Station aie Black Canyon Highway, Phoenix AZ

3. WARRANTY REQUIRMENTS

Contractor will guarantee all products supplied under this contract for a minimum of
12 months against defects in material and workmanship.

Freight charges, restocking fees from manufacturer, process and handling to include
parts and labor will be borne by the Contractor.

Contractor shall issue a credit memo to the City of Phoenix Auto Stores for failed
products. Replacement parts will not be accepted under this contract.

Parts will be OEM approved only and will maintain all factory warranty qualifications.
If parts are used in conjunction with a warranty repair, they will be supplied at no cost
to the City.

All merchandise involved in warranty claims will be picked up from City locations by
the Contractor on a weekty basis. Warranty claims must be processed within three (3)
weeks of pick up. All Contractor disputed warranty claims will be brought to the
attention of the Fleet Services Division’s Warranty Department within that same three
(3) week period in writing. If the claim is not disputed in the allotted time period, the
claim shall be deemed approved and payable to the City.

4. CONTRACTOR QUALIFICATIONS
I.

Contractor shall utilize properly qualified employees in the performance of this
contract. A qualified employee is defined as one who is trained and capable of
properly, safely, and promptly providing services requested in association with this
contract. Unqualified employees are not permitted to provide assistance of any kind
under this contract.

A high level of customer service and professionalism is a priority for the City.
Contractor and Contractor employees shall provide services in a professional,
business-like and efficient manner providing the highest level of assistance, service
and courtesy to patrons of the facility. Complaints must be responded to quickly and
the City's representative must be informed of all customer issues and resolutions
immediately. All communications shall be through the City representative.

AMENDED EXHIBIT A ~ SCOPE OF WORK

5.

7.

If the City determines, for any reason, that the qualifications, actions or conduct of any
Contractor employee has violated this agreement or is otherwise detrimental to the
City, a written notice will be issued to the Contractor. Upon receipt of such notice the
Contractor shall promptly provide a qualified replacement person(s) to provide
services under this contract. Examples of such conduct include: performing
unsatisfactory services; poor customer service; interfering with operation of City fleet;
or inappropriate behavior towards occupants, other contractors or subcontractors.

CONTRACTOR SERVICES
I.

SPECI
I.

INSPE!
I.

PROM

Upon request, the Contractor shall provide an accurate and complete report detailing
all orders placed under this contract. This report shall include:

e The date the order was placed.
Description of the part and accessory (Manufacturer's Part Number, Catalog Date,
List Price, Discount Price).
Carrier shipping information.
The date the order is complete.
City reference order number.

Services provided under this contract shall be performed in conformance with all
provisions of this agreement; legal statutes; code requirements; applicable OEM
specifications; and Fleet Services Policies.

The City reserves the right to exchange or receive vendor credit, on an equal dollar
basis, all unused parts, in their original packaging, and of the same manufacturer and
brand stocked by the contract vendor. The Contractor will credit returned parts at the
current City cost (at time of exchange) less a maximum 10% restocking charge.
Credits will not be required for parts that have become obsolete more than 12 months
after the original date of acceptance of that part by the City. Parts to be exchanged will
be those parts, which have become obsolete to the City. The City will be the sole judge
of obsolescence.

The City will not supply invoices for returns on stock clean ups. Stock clean ups are
done on as needed basis, but no more frequently than twice a year per year delivery
location.

FIC PARTS DESCRIPTION
Unless otherwise indicated, no substitutions or alternate product lines are permitted
for parts offered under this contract.

CTION AND ACCEPTANCE
The City reserves the right to accept or reject parts delivered in damaged packaging
or unsatisfactory condition within a 24-hour period.

Items reserved for stock and are not immediately installed may be retumed to
Contractor if City finds part damaged or non-functioning within six months from the
date the part was accepted by the City,

OTIONAL PRICING

AMENDED EXHIBIT A - SCOPE OF WORK

1. The Contractor may offer sales promotions to the City at the Contractor's discretion,
for specific products or groups of products within the scope of this Contract. Sales
promotions can include additional rebates, specials, product discounts offered by
manufacturers, etc.

9. SAFETY, PRECAUTIONS AND CLEANLINESS
li. Contractor(s) shall follow all delivery procedures set forth by City policies. Including
Staying in designated areas deemed safe for delivery drop off (i.e. following speed
limits on City property, use of proper safety protection, time restrictions of accepting
deliveries, etc.)

Il. Contractor(s) shall perform these services in a safe manner for means, methods,
techniques, procedures, and safety precautions in connection with performance of
these services.

IV. Contractor(s) shall be responsible for its employees and the execution of all required
safety, precautions and cleanliness during services under this contract.

10. PRICING
|. The City may provide a spreadsheet of specific parts currently used. The Contractor
will complete the spreadsheet in its entirety and will reflect the contracted rate and
discounts set forth by the Contractor. This shall be mandatory for Contractor to do
business with the City.

11. INVOICE / CREDIT MEMO REQUIREMENTS
|. Contractor will not deliver parts without obtaining the proper purchase order number.

ll. The city will not pay for unauthorized modifications or additions.
I. Credit Memo requirements:

¢ Credit memos shall be created as a one-to-one basis. Credits given on items shall be
from the same original invoice and purchase order number
¢ Credit memos are to have the following information to be processed in a timely
manner:
o Original invoice number item was ordered on
o Original purchase order number from original invoice
© Credit memos must be clearly marked as to type of credit
= Warranty
=» Core
= General returns (not for warranty or cores)

rG CONTRACT AMENDMENT CITY OF PHOENIX
Date: 10/21/2019 Public Works / Procurement
Solicitation No.: RFA 20-FSD-026 200 W. Washington Street
SRM/SAP Contract No.: 4701007023 _T® Floor
City Clerk ContractNo.: 115 | $2 Phoenix, Arizona 85003

Contract Title: OEM Scorpion Parts and
Service
Contractor Name: BTE Body Company, Inc.

Contractor email: patricia.ballentine@btebody.com

Buyer Name; Amanda Cook
Telephone No.: 602-256-5634

Buyer email: amanda,cook@phoenix.gov

THE ABOVE REFERENCED CONTRACT IS AMENDED AS FOLLOWS:

Effective November 1, 2019 the following rates will apply:

Line Unit of
Item Measure
No. Description (vom) Unit Price ($)
1 Shop Hourly Labor Rate Hr $100
Shap Hourly Labor Rate-
2 Emergency/After Normal Hr $156
Business Hours
3 On-Site Hourly Rate Hr $100, with applicable trip charges.
On-Site Hourly Labor Rate-
4 Emergency/After Normal Hr $156, with applicable trip charges.
Business Hours
Percentage (%) Mark up for . Le .
Replacement Parts 10% discount on parts when BTE is doing the service
5 “Supporting documentation must be na work.
submitted with every Invoice for parts 2% discount for all other purchases.
Pricing.
6 Trip Charge EA $150 per trip. (BTE Retains the right to waive the trip
charge at our discretion).

ALL OTHER CONTRACT PRICES, TERMS, AND CONDITIONS WILL REMAIN THE SAME

Contractor hereby acknowledges receipt of
amendment. A signed copy must be retumed to the
Public Works/Procurement Division.

Lele Chall
Printed Name ,

Of def 2o}

Date:,

is altered,

Approved as to form this 9"" day of January 2018. This document has been approved as to form by the City Attorney
and is on file with the City Clerk. It need not be submitted to the City Attorney for approval unless the form document

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
BTE BODY COMPANY, INC.

EXHIBIT B
Scope of Work

PROJECT

To provide maintenance and repair services to heavy duty trucks and equipment on an as-needed
basis.

4/29/2021

Services Agreement

151182—0

AGREEMENT NO. 20-FSD-026

Amanda Cook
Public Works Department
200 W. Washington St, 7" Floor
Phoenix, AZ 85003
602-256-5634

Amanda.Cook@phoenix.gov

TABLE OF CONTENTS

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TERM OF AGREEMENT...
PAYMENT:..

INDEMNIFICATION & INSURANCE REQUIREMENTS - see exhibit c.
INDEPENDENT CONTRACTOR STATUS; EMPLOYMENT DISCLAIMER,
LEGAL WORKER REQUIREMENTS:
CONFIDENTIALITY AND DATA SECURITY:
CONTACTS WITH THIRD PARTIES:
SBE/ DBE UTILIZATION:
AUDIT/RECORDS..........0000
COMPLIANCE WITH LAWS:
AMENDMENTS: ......:essssseeeseee
NO ORAL ALTERATIONS:
NOTICES: .
INTEGRATION. .......0..04
GOVERNING LAW; FORUM; VENUE:
FISCAL YEAR CLAUSE: ...........sseee
TERMINATION OR SUSPENSION OF SERVICES:
FINAL PAYMENT... o
PROFESSIONAL COMPETENCY. ........
SPECIFIC PERFORMANCE:
FORCE MAJEURE:
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RELEASE OF INFORMATION - ADVERTISING AND PROMOTIO! :
CONFLICTS OF INTEREST:
CLAIMS OR DEMANDS AGAINST THE CITY:.
WAIVER OF CLAIMS FOR ANTICIPATED PROFITS:
CONTINUATION DURING DISPUTES...
THIRD PARTY BENEFICIARY CLAUSE
LAWFUL PRESENCE REQUIREMENT:
NO ISRAEL BOYCOTT 5.......csescsseseseeeeen
EQUAL EMPLOYMENT OPPORTUNITY AND PAY:

EXHIBIT A~ SCOPE OF WORK...
EXHIBIT B — FEE SCHEDULE
EXHIBIT C - INDEMNIFICATION & INSURANCE REQUIREMENTS.
EXHIBIT D - SUPPLEMENTAL TERMS AND CONDITIONS ...

SERVICES AGREEMENT
BETWEEN
THE CITY OF PHOENIX

BTE Body Company, Inc.

This AGREEMENT is made and entered into this 1st of October, 2019, ("the Effective Date”), or
as of the City Clerk date, whichever is later, by and between the City of Phoenix, Arizona, a
municipal corporation of the State of Arizona (hereinafter referred to as “City”) and BTE Body
Company, Inc. (hereinafter referred to as “Contractor’).

RECITALS

1.

The City Manager of the City of Phoenix, Arizona, is authorized by the provisions of the City
Charter to execute agreements for services.

The City desires to obtain the services that are specifically set forth in this Agreement,

The City procured these services in accordance with the Phoenix City Code and
Administrative Regulation 3.10.

Contractor possesses the skills and expertise necessary to provide such services as desired
by the City.

This Agreement is authorized by the City Council S-46009, agenda number 59, on
September,18 2019.

NOW, THEREFORE, it is agreed by and between the parties as follows:
TERM OF AGREEMENT:
1.1. This Agreement begins on the Effective Date in the above introductory
paragraph, and upon approval by the City, for an initial one-year period and four
option years.

1.2, | This Agreement will terminate upon the earliest occurrence of any of the
following:

1.2.1. reaching the end of the term exercised as set forth in 1.1;

1.2.2. completing the services set forth in the Scope of Work attached as
EXHIBIT A ~ SCOPE OF WORK (the “Services’”);

1.2.3. payment of the maximum compensation under Paragraph 2 of this
Agreement; or

1.2.4. termination pursuant to the provisions of this Agreement.

Page 1
Rev. 9/2019

2. PAYMENT:

2.1. Contractor will submit invoices upon completion of work. Each invoice will be
accompanied with itemized receipts. The invoice will be submitted free of
mathematical errors and/or missing supporting documentation. All appropriate
documentation will be provided that supports the charges reflected in the monthly
invoice. Upon finding of an error and/or missing documentation, the City will
return the invoice to the Contractor. Contractor will promptly resubmit the revised
invoice to the City. Each revised invoice will document the date that the revised
invoice is submitted to the City. Requests for payment must be submitted with
documentation of dates and hours worked, hourly rate charged, and a detailed
description of the Services performed, Failure of City to identify an error does not
waive any of the City’s rights,

2.2 Invoices will be submitted to: invoices@phoenix.gov

3. METHOD OF ORDERING (PURCHASE ORDERS):
Contractor will deliver items and/or services only upon receipt of a written purchase
order or shopping cart issued by the department. All contractor invoices and
packing/delivery tickets must include the City of Phoenix purchase order number or
shopping cart number.

4. SCOPE OF WORK AND SPECIAL TERMS AND CONDITIONS:
Contractor will provide services that will be in accordance with the Scope of Work as set
forth in EXHIBIT A - SCOPE OF WORK, which may be supplemented with additional
detail from time to time during the term of the Agreement, and that are satisfactory to the
City. In performing these services, Contractor will also specifically comply with the
applicable Supplemental Terms and Conditions that are set forth In EXHIBIT D.

5. EXHIBIT C - INDEMNIFICATION & INSURANCE REQUIREMENTS - SEE EXHIBIT C

6. INDEPENDENT CONTRACTOR STATUS; EMPLOYMENT DISCLAIMER.

6.1 The parties agree that Contractor is providing the Services under this Agreement
on a part-time and/or temporary basis and that the relationship created by this
Agreement is that of independent contractors. Neither Contractor nor any of
Contractor’s agents, employees or helpers will be deemed to be the employee,
agent, or servant of the City. The City is only interested in the results obtained
under this Agreement; the manner, means and mode of completing the same are
under the sole control of Contractor.

6.2 This Agreement is not intended to constitute, create, give rise to, or otherwise
recognize a joint venture, partnership or formal business association or
organization of any kind, and the rights and obligations of the parties will be only
those expressly set forth in this Agreement. The parties agree that no individual
performing under this Agreement on behalf of Contractor will be considered a
City employee, and that no rights of City Civil Service, City retirement or City
personnel rules will accrue to such individual. Contractor will have total
responsibility for all salaries, wages, bonuses, retirement, withholdings, worker's
compensation, other employee benefits, and all taxes and premiums appurtenant

Page 2
Rev. 9/2019

thereto concerning such individuals and will save and hold harmless the City with
respect thereto.

7. LEGAL WORKER REQUIREMENTS:

7.4

The City is prohibited by Arizona Revised Statutes § 41-4401 from awarding an
agreement to any Contractor who fails, or whose subcontractors fail, to comply
with Arizona Revised Statutes § 23-214(A). Therefore, Contractor agrees that:

e Contractor and each subcontractor it uses warrants their compliance with all
federal immigration laws and regulations that relate to their employees and
their compliance with Arizona Revised Statutes § 23-214, subsection A.

e Abreach of warranty herein wilt be deemed a material breach of the
Agreement and is subject to penalties up to and including termination of the
Agreement.

* The City retains the legal right to inspect the papers of the Contractor or
subcontractor employee(s) who work(s) on this Agreement to ensure that
Contractor or subcontractor is complying with the warranty herein.

8. CONFIDENTIALITY AND DATA SECURITY:

8.1.

8.2.

8.3.

8.4.

All data, regardless of form, including originals, images and reproductions,
prepared by, obtained by, or transmitted to Contractor in connection with this
Agreement is confidential, proprietary information owned by the City. Except as
specifically provided in this Agreement, the Contractor will not disclose data
generated in the performance of the Services to any third person without the prior
written consent of the City Manager, or his/her designee.

Personal identifying information, financial account information, or restricted City
information, whether electronic format or hard copy, must be secured and
protected at all times to avoid unauthorized access. At a minimum, Contractor
must encrypt and/or password protect electronic files. This includes data saved
to laptop computers, computerized devices or removable storage devices, When
personal identifying information, financial account information, or restricted City
information, regardless of its format, is no longer necessary, the information must
be redacted or destroyed through appropriate and secure methods that ensure
the information cannot be viewed, accessed, or reconstructed.

In the event that data collected or obtained by the Contractor in connection with
this Agreement is believed to have been compromised, Contractor will notify the
City Privacy Officer immediately. Contractor agrees to reimburse the City for any
costs incurred by the City to investigate potential breaches of this data and,
where applicable, the cost of notifying individuals who may be impacted by the
breach.

Contractor agrees that the requirements of this Section will be incorporated into
all subcontractor/subcontractor agreements entered into by the Contractor. It is
further agreed that a violation of this Section will be deemed to cause irreparable

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Rev, 9/2019