Linking Agreement

City of Glendale — Regular Meeting (2022-05-24)

Extracted text (via ocr_local) 42052 characters

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

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

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

RECITALS

On March 17, 2022, under the State of Arizona Cooperative Purchasing Agreement, the State
of Arizona entered into a contract with Contractor to purchase the goods and services
desctibed in the New Vehicle Purchases, Contract No. CTR059316 (“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 setvices by participating with other governmental units in cooperative purchasing
agteements when the best interests of the City would be served.

Section 2-149 also provides that the Materials Manager may enter into such cooperative
agteements without meeting the formal ot 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 Conttactor is providing other units of government undet
the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the
Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desites 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:

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 March 17, 2022, until the date the contract expires on March 16, 2023 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 March 16, 2027. The initial period of this Agreement, therefore, is the
period from the Effective Date of this Agreement until March 16, 2023. The City may renew
the term of this Agreement for four one-yeat periods if the Cooperative Purchasing

1/2/2020

Agteement is likewise extended. Glendale renewals are not automatic and shall only occut 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.

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 patt 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 setvices purchased under this
Agreement shall not exceed fifteen million dollars ($15,000,000) 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 rfequitements as stated within this section. Conttactot, 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
tequirements of A.R.S. § 41-4401.

No Boycott of Istael. To the extent A.R.S § 35-393 through § 35-393.03 ate applicable, the
patties 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 ot setvices from Israel, as that term is defined
in A.R.S § 35-393.

When applicable, the Contractor will provide the City

Aitestation of PCI Compliance
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of
compliance certificate signed by an officer of Contractor with oversight responsibility.

4/29/2021

10. Notices. Anynotices that must be provided under this Agreement shall be sent to the Pasties’
neapective authorized representatives at the address listed below:

City of Glendale — Fleet Management
c/o Craig Croner

6210 W. Myrtle Avenue, #111
Glendale, AZ 85301

And

Don Sanderson Ford, fac.
c/o David Harris
6400 N. 51" Avenue

Glendale, AZ 85301

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

“City” “Contactor”
City of Glendale, an Arizona Don Sanderson Ford, Inc.,
municipal corporation an Arizona comoration
By: By:
Kevin R. Phelps Name: David Harris
City Manager Title: Government Sales Manager
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attomey

4/29/2021

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

EXHIBIT A
STATE OF ARIZONA
CONTRACT NO. CTR059316
NEW VEHICLE PURCHASES

4/29/2021

DocuSign Envelope ID: 7AE6D603-F496-4243-9920-A7848B4C771C

Procurement

OFFER AND ACCEPTANCE

OFFER
TO THE STATE OF ARIZONA:

‘The undersigned hereby offers and agrees to perform In compliance with all terms, conditions, specifications and
amendments of this solicitation and any written exceptions in the offer. Signature also acknowledges receipt of all
pages Indicated In the Table of Contents.

DON SANDERSON FORD, INC. LA a
Offeror (Company) Name

Signature of Person Authorized to Sign Offer

6400 N 51ST AVE DAVE HARRIS 1-19-2022
Address Printed Name Date
GLENDALE ARIZONA 85301 GOVERNMENT SALES MANAGER
Cty State Zip Title
DHARRIS@SANDERSONFORD.COM 623-930-5961
Email Address Phone Number

SAME 623-930-5966

Company Email Address Fax Number

By signature in the Offer section above, the Offeror certifies that the submission of the Offer did not Involve
collusion or other anticompetitive practices.

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

‘The Contractor Is now bound to perfarm based upon Contract Number CTRO59316 Including all
terms, conditions, specifications, amandments, etc,, and the Contractor's offer as accepted by the state.

The Contractor Is hereby cautioned not to commence any billable work or Provide any material, service or construction under
this contract until contractor racelves 8 purchase order document.

State of Arizona

DoouBigned by:
2 3/10/2022
Awarded Date

Solicitation No: BPM004157 Available online at

Page 1of1
hittos://app.az.gov

fev 04/2020

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

EXHIBIT B
Scope of Work
PROJECT
For the purchase of new vehicles, on an as-needed basis, per the established vehicle replacement

schedule, policy, and funding, as well as new growth and supplemental vehicles, as authorized by the
City Manager.

4/29/2021

STATE OF ARIZONA
ADOT ARIZONA DEPARTMENT OF TRANSPORTATION
1739 W. Jackson St., Ste. A

Procurement Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM004157
DESCRIPTION: New Vehicle Purchases

QUESTIONS: inquirles regarding the solicitation are to be submitted online through the State’s e-Procurement
system, Arizona Procurement Portal (APP) (https://app.az.gov/) using the Discussion Forum tab.

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Thomas Kornell
Procurement Officer
Phone: 602-712-8520
Email: Tkornell@azdot.gov

This solicitation Is Issued In accordance with A.R.S. §41-2534 and A.A.C. R2-7-C301 et seq., Competitive Sealed
Proposals.

“An Equal Opportunity Agency”

The Arizona Department of Transportation, in accordance with the provisions of Title Vi of the Civil Rights Act of 1964 (78 Stot, 252.42 U.S.C. §§
2000d-4) and the Americans with Disabilities Act {ADA), hereby notifies all bidders that it will affirmatively ensure that any contract entered Into
pursuant to this advertisement, disadvantaged business enterprises will be afforded full and falr opportunity to submit bids In response to this
invitation and will not be discriminated against on the grounds of race, cofor, national origin in consideration for an award.

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602)
712-2089. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.

Las personas que requieran asistencia (dentro de fo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602)
712-2089.

Rev. 04/2020

ADOT TABLE OF CONTENTS

Procurement
SECTION PAGE
Notice 1
Table of Contents 2
Scope of Work 3
Special Terms and Conditions 7
Uniform Terms and Conditions 19
Federal Provisions 29
EXHIBITS
1- Title VI/Non-Discrimination Assurances Appendix A 73
2- Title VI/Non-Discrimination Assurances Appendix E 74
3- Usage Report Exhibit 3 75
4- On-site Manufacturer Inspection Compliance Certification Exhibit 4 76
5- Pre-Award Audit and Certification Exhibit 5 77
6- Purchaser’s Pre-Award Requirements Certification Exhibit 6 78
7- Post-Award Certification and Requirements Exhibit 7 79
8- Purchaser’s Post-Award Requirements Certification Exhibit 8 81
Solicitation No: BPM004157 Available online at Page 2 of 81

https://app.az.gov/

ADOT SCOPE OF WORK

Procurement

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona
Department of Transportation (Department), has a requirement for New Vehicle Purchase.

2. Introduction and Background

2.1 The State of Arizona Department of Transportation (Department) is seeking to contract with a
quallfled vendor(s) who can provide new vehicles (all fuel types, hybrid, and full electric) including
but not limited to: Sedans, Trucks up to 19,500 GVWR, Vans, Sport Utility Vehicles (SUVs), and
Crossovers for the State of Arizona and participating Eliglble Agencies. These vehicles will be used to
support official organizational goals. These vehicles will be used on highways, city/county roads and
shall be designed to operate under typical Arizona ambient temperatures.

2.2 Background: The State and its Eligible Agencies currently spend an estimated twenty-one million
dollars in the purchase of new vehicles annually.

2.3 The following are the Three Categories covered in this Scope of Work:
e Category One: Phase One (1) Vehicle Purchases
e Category Two: Phase Two (2) Vehicle Purchases
e Category Three: FTA Funded Vehicles

3 General Requirements

3.1 Vehicles shall be new and supplied with all equipment and accessories indicated as standard
equipment in the manufacturer's published literature (or website). Optional equipment necessary
to meet the minimum requirements shail be included.

3.2 All vehicles ordered through Phase 11 (off the line) shall be Manufacturer's current year models in
production throughout the term of this contract and shall be serviced completely by the vendor
before delivery and ready in all respects for use. For the initial contract period: vehicles shall be
new model year 2022 or greater.

3.3 Vehicles ordered through Phase 2 (on the lot) shail have less than 100 original odometer miles and
be new (have never been previously owned) unless pre-approved in writing by the Eligible Agency.

3.4 All vehicles shall meet requirements of applicable Arizona Motor Vehicle laws and all other
applicable Federal Motor Vehicle Safety Standards (including the Federal Bridge Formula),
whether or not such requirements are specified in detall.

3.5 For Phase Two (2) vehicles, the Contractor shall supply a quote within five (5) calendar days after
receiving a request from the Eligible Agency. The quotation shall include but not be limited to the
following information: State contract number, vehicle availability and delivery lead-time, Vehicle
Identification Number (VIN), dealer stock number, vehicle base bid price, itemized options,
applicable tax, delivery cost, total price, and point of contact. For vehicles requiring up-
fit/modifications, all applicable cost may be included In quotation or as a separate quotation.

Solicitation No: BPM004157 Available online at Page 3 of 81
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ADOT SCOPE OF WORK

Procurement

3.6

3.7

3.8

3.9

3.10

Delivery location shall be identified on the issuing agency purchase order. Deliveries shall be made
within 120 days of receipt of purchase orders, unless factory delays make this Impossible. Dealer
shall notify the ordering agency of such delays along with a revised delivery estimate from the
factory immediately after it becomes known. If the manufacturer has a website available to check
order status, this Information will be shown in space provided on Offer Response Form.

All deliveries shall be made Monday through Friday from 8:00 A.M. to 2:00 P.M. The Contractor
shall be required to give the using agency a minimum of 24-hour notification prior to delivery with
the anticipated time of delivery and number of units to be delivered.

All vehicles shall be delivered with four (4) entrance tools and a full tank(s) of fuel, less delivery
fuel.

The following documents shall be provided upon delivery of the vehicle(s):

3.9.1 M.S.O. (Manufacturer Statement of Origin) that includes the odometer statement
3.9.2 Warranty Document

3.9.3 Manufacturers unaltered invoice

3.9.4 Delayed warranty / in service start request form (if requested by ordering entity)
3.9.5 Level 1 Inspection if applicable, completed before delivery

For Phase One (1) the Contractor shall provide the Eligible Agency copies of the manufacturer's
vehicle identification numbers (VIN#) to confirm vehicles have been ordered unless Impossible
due to manufacture delay within ninety (90) calendar days after recelpt of a purchase order. If
confirmation of manufacturer's VIN #(s) is not received within this timeframe the Eligible Agency
has the option to award to the second lowest bidder meeting specifications. This shall be
considered a mandatory requirement and the timeframe must be met unless there Is a
manufacture delay. Failure to provide this document for each vehicle ordered may be cause for
determination of default of contract.

4 Specific Requirements

4.1

4.2

The Contractors are encouraged to provide a full line of new vehicles (gasoline, hybrid, full
electric) including but not limited to the following categories: Sedans, Trucks up to 19,500 GVWR,
Vans (cargo, passenger, transit, etc.), Sport Utility Vehicles (SUVs), and Crossovers. Eligible
Agencies throughout the State will have varying vehicle needs. Contractors are to provide a full
line of manufactured new vehicles and all subsequent variants of each vehicle; including but not
be limited to: models and manufacturer options, trim package, etc. to meet each need of an
Eligible Agency.

As new model year vehicles become available, vendor shall submit pricing at elther the same rate
as the previous model, or submit a request for an increase or decrease based only on the
manufacturer's increase or decrease. Documentation must be submitted to the Procurement
Officer within 30 days of the effective date of change. New model year vehicles cannot be offered
without approval from the Procurement Officer.

The following fuel types are allowable under this contract are to include but are not limited too.

4.3.1 Flexible Fuel Vehicles (FFV) also called Ethanol or E85
4.3.2 Diesel

Solicitation No: BPM004157 Available online at Page 4 of 81

hittps://app.az.gov/

ADOT SCOPE OF WORK

Procurement

4.3.3 Gasoline

4.3.4 Compressed Natural Gas (CNG): CNG systems must be 0.E.M. or 0.£.M. approved
4.3.5 Hybrid-Electric Vehicles (HEV)

4.3.6 Plug-in Hybrid Electric Vehicles (PHEV}

4.3.7 Electric Vehicles (EV) also called Battery Electric Vehicles (BEV)

4.3.8 Fuel Cell Vehicles (FCV)

4.4 Vehicle Up-fit / Modifications

4.4.1 The Eligible Agency may request the awarded Contractor(s) to up-fit/modlify any vehicle for
specific organizational needs. For example, the cab and chassls of % ton, % ton, and/or up to
19,500 GVW trucks may require a specialized body (i.e.: dump body, landscape body, etc.).
Other vehicles may require Interior and/or exterior modifications per the Individual Eligible

Agency.
4.4.2 The Eligible Agency will supply all up-fit/modification requests to the Contractor. The

Contractor shall identify any conditions that apply to the up-fit/modiflcation on a quotation
to the Eligible Agency for review before any work commences.

4.5 Minimum Vehicle Requirements: Alt prices shall Include the following equipment:

4.5.1 All standard factory equipment

4.5.2 Automatic transmission [maximum towing/payload capacity shall be provided upon request)
4.5.3 Bluetooth capabilities

4.5.4 AM/FM radio

4.5.5 Crulse Control

4.5.6 Power Door Locks/Power Windows

4.5.7 Power Mirrors when available

4.5.8 Four (4) entrance tools (in any combination allowed; keyless entry remotes, integrated or
smart keys, standard cut keys) per vehicle.
a. Type of keys to be provided shall be Indicated on quote.

4.5.9 Alr conditioning
a. Rear alr conditioning on all vehicles, when available
4.5.10 Cloth seats

4.5.11 Rear view mirrors Including on driver and passenger doors
a. FOR TRUCKS: Rear view mirrors on driver front and passenger front doors, largest
available without upgrading vehicle options package.
b. Back up Camera
4.5.12 Spare tire
a. Full size standard steel wheel with matching Original Equipment Manufacturer spare tlre
identical to standard equipment with the trim level of the delivered vehicle.
b. If full spare is not available due to space or manufacturer standards, an alternative shall
be provided and noted on quote provided.

4.5.13 Floor Mats

Solicitation No: BPM004157 Available online at Page 5 of 81

ADOT SCOPE OF WORK

a. O.E.M. floor mat sets Installed in all seating rows where the vehicle comes with
carpeted floors.
b. Fixed driver floor mat
4.5.14 Arizona legal tinted glass
4.5.15 Minimum of 2 USB charging Ports

4.6 Specific Requirements for Trucks (when available)
4.6.1 Anti-slip differential for two-wheel drive pickup trucks, % ton, up to 19,500 GVW.

4.6.2 Skid plate package and anti-slip differential for four-wheel drive vehicles
4.6.3 Front tow hooks

5 Contractor’s Responsibilities

Contractor shall be responsible for processing the registration, licensing, title and plating of all new
vehicles ordered only If requested by the Eligible Agency.

6 Department’s Responsibilities

The Eligible Agencies will provide final acceptance and approval of any equipment and services delivered

Solicitation No: BPM004157 Available online at Page 6 of 81
https://app.az.gov/

ADOT SPECIAL TERMS AND CONDITIONS

Procurement

1. SCONTRACT TERM

The term of any resultant contract shall commence on the effective day of award and shall continue for
a period of twelve months (12) thereafter, unless terminated, cancelled or extended as otherwise
provided herein.

By mutual written contract amendment, any resultant contract may be extended for supplemental
periods of up to a maximum of forty-eight (48) months.

ELIGIBLE N

This contract shall be for the use of all State of Arizona departments, agencies and boards, In addition,
eligible universities, political subdivisions and nonprofit educational or public health institutions may
participate at thelr discretion. In order to participate in any resultant contract, a unlversity, political
subdivision or nonprofit educational or public health institution must have entered Into a cooperative
purchasing agreement with the State Procurement Office as required by Arizona Revised Statutes §41-
2632.

4. NON-EXCLUSIVE CONTRACT

This contract shall be for the sole convenience of the Department. The Department reserves the right to
obtain lIke goods or services from another source when necessary. The Off-Contract Purchase
Authorization and subsequent procurement shall be consistent with the Arizona Procurement Code.

5. ORDERING PROCESS

The Department shall Issue a purchase order to the Contractor. Each purchase order must cite the
contract number. This purchase order shall be the only document required for the Department to order
and the Contractor to deliver the material and/or service.

Any attempts to represent any material and/or service not specifically awarded as being under contract
is a breach of the contract and a violation of the Arizona Procurement Code. Any such action is subject
to the legal and contractual remedies avallable to the State inclusive of but not Ilmited to contract
cancellation, suspension and/or debarment of the Contractor.

6. SHIPPING TERMS

Delivery shall be F.0.B. Destination to the location designated herein. Contractor shall retain title and
control of all goods until they are delivered. All risk of transportation and related charges shall be the
responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the
Contractor. The Department will notify the Contractor promptly of any damaged goods and shall assist
the Contractor In arranging for Inspection.

Solicitation No: BPM004157 Available online at Page 7 of 81

ADOT SPECIAL TERMS AND CONDITIONS

Procurement

7. DELIVERY

Contract prices shown for each vehicle include delivery cost within a sixty (60) mile radius of Phoenix.

For the purpose of this contract, the address used for mapping the radius within Phoenix will be as
follows:
Equipment services shop/ADOT
2225 S 22nd Ave, Phoenix, AZ 85009

Delivery costs for each county outside of the Phoentx area shall be Indicated on Offer Response form.
This will be an added cost to the contract price.

Deliveries shall be completed In accordance with the requirements of the contract.
Delivery of the product does not constitute acceptance.

INSPE! ND ACCE

Each item delivered shall be subject to a complete Inspection by the Department within 10 days after
delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications,
workmanship, quality and materials.

If the delivered product Is not accepted and returned for corrective action, an additional fifteen (15)
calendar days shall be allowed for inspection of the corrected or replacement product.

The Contractor shall be responsible for the transport of the material to and from the Department for the
correction of items or workmanship not in compliance with the specifications.

Product returned for corrective action may delay payment. Involces will be processed for payment only
after the product Is accepted.

INVOICING and PAYMENT

Contractor shall submit all billing notices or Invoices to the Eligible Agency or Co-Op Buyer at the address
Indicated on the applicable Order document.

Separate invoices are required for each shipment of product or delivery of service and shall include at a
minimum:

¢ Department Location’s Name and Address
*® Vendor Name, Remit to Address and Contact Information
* Contract Number
e Purchase Order Number
© Invoice Number and Date
e Date the Items were shipped to the Department
© Applicable payment terms
e Contract Line Item Number
® Line Item Description or Item or Service
¢ Quantity Purchased
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ADOT SPECIAL TERMS AND CONDITIONS

Procurement

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (If applicable)

Applicable taxes (as a separate invoice line item)

Applicable Shipping/Freight Charges etc. {as a separate invoice line Item) Materials only.
Total Invoice Amount Due

Invoices not sent to the proper address, or not containing the necessary and required information may
delay payment. A Contractor whose payments are delayed due to Improper invoicing shall make no clalm
against the Department or the State for late or finance charges.

The Department will make every effort to process payment for the purchase of product within thirty (30)
calendar days after the Department has conducted the necessary reviews, Inspections and acceptance as
described herein.

The department acceptance date will be the valid date for starting the thirty (30) calendar day payment
period.

Payment due dates, including discount periods, will be computed from the date of acceptance or date of
correct invoice (whichever Is later} to the date the Department’s warrant Is mailed.

10, ESTIMATED USAGE

The Department anticipates considerable usage under this contract. The Department reserves the right
to Increase or decrease actual quantities ordered as circumstances may require. No guarantees are
made concerning actual purchases under this contract.

11. PRICING

1 Phase 1 and 2 pricing for vehicles shall be a minimum Percentage off MSRP, less the manufacturer's
rebates and any additional discounts available for that model/power-train combination.

a. Contractor shall provide a copy of manufacturer’s Invoice to the ordering agency upon request.
The manufacturer's invoice shall be unaltered to Include original pricing from the manufacturer.

b. Transportation costs to transfer a vehicle from another dealer for a Phase 2 or purchase from
stock may be added to the cost of the vehicle. The Justification for this cost Is at the discretion of
the Eligible Agency.

c. Any reference to Phase 1 pricing shall be in reference to vehicles ordered prior to the factory
cut-off date.

d. Any reference to Phase 2 pricing shall be in reference to vehicles purchased from stock or “on
the lot”.

e. Phase 2 pricing shall recelve the same cost considerations as Phase 1 pricing, all discounts and
rebates should be passed onto the Eligible Agency.

f. All vehicles are to be billed at prices in effect at the time of order, not the date of shipment.

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ADOT SPECIAL TERMS AND CONDITIONS

Procurement

g. Pricing for vehicles shall include all discounts and deductions, less Federal and State taxes.
Pricing shall be firm for life of contract unless amended by way of contract change order.

2 CONTRACTOR'S BEST PRICING: Supplier warrants that, for the term of the Contract, the prices and
discounts set out in the Pricing Documents, including any subsequent agreed amendment to It (the
“Contract Pricing”), will be equal to or better than the lowest prices and largest discounts, both
separately and In combination, at which Contractor sells equivalent items of equipment and
materials.

2.1 That price-plus-discount equivalence (“Contractor's Best Pricing”) Is intended to be Irrespective
of whether or not those other sales have special purchase terms, conditions, rebates or
allowances.

2.2 If Contractor’s Best Pricing for equivalent Items of equipment and materials is better than the
Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor's
Best Pricing for all sales related to the Contractor made after the date when the Contractor's
Best Pricing was first better than the Contract Pricing.

2.3 For clarification of Intent, that date is intended to be the date when the difference first
occurred, which might have been before the difference was first identified. If it was before, then
Suppller agrees to charge at less than the Contract Pricing until the extended difference that
would have been realized (i.e., if the Contractor’s Best Pricing had been applied when it should
have been) has been settled.

3 PRICING-ALL-INCLUSIVE: Pricing Is all-inclusive, including any ancillary fees and costs required to
accomplish the Scope of Work and ail aspects of Contractor's offer as accepted by State. Details of
service not explicitly stated in the Scope of Work or in Contractor's Offer, but necessarily a part of,
are deemed to be understood by Contractor and Included herein. All administrative, reporting, or
other requirements, all overhead costs and profit and any other costs toward the accomplishment
of the requirements in the Contract are included in the pricing provided.

4 LARGE VOLUME DISCOUNT PRICING: An Eligible Agency may seek to obtain additional volume
discount pricing for large orders provided Contractor Is willing to offer additional discounts for large
volume orders. No amendment to this Contract is necessary for Contractor to offer discount pricing
to an Eligible Agency for large volume purchases.

5 A price reduction adjustment may be offered at any time during the term of a contract and shall
become effective upon notice through a written contract amendment.

12. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or
has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to
the contract renewal date. The Contractor shall provide fully documented Information which supports
the price increase request. Fully documented means that the request shall present detalled information
and calculations that make It clear how the claimed increase has an impact on the contract unlt prices.
All assumptions regarding cost factors that have an impact on the requested increase shall also be

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ADOT SPECIAL TERMS AND CONDITIONS

Procurement

clearly identifled and Justified. The requested price increase must be based upon a cost Increase that
was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the
Item concerned. Any price increase adjustment request prior to the time of contract extension will be a
factor in the extension review process. The Department will determine whether the requested price
increase or an alternate option, is in the best interest of the State. All pricing should reflect the
minimum percentage of MSRP.

13. SAFETY STANDARDS

Items supplied under this contract shal] comply with all current applicable safety standards and
regulations Including the Occupational Safety and Health Standards of the State of Arizona Industrial
Commission, the National Electric Code and the National Fire Protection Association Standards.

14. WARRANTY
The Contractor warrants:

1. That all services performed hereunder shall conform to the requirements of this contract and shall be
performed by qualified personnel in accordance with the highest professional standards.

2 Ataminimum all equipment supplied under these specifications shall be fully warranted by the
vehicle manufacturer agalnst mechanical and electrical defects for a minimum period of thirty-six
(36) months from the date vehicle Is placed in service.

3 This warranty shall cover such Items as actual repair labor, parts, and shipping charges to and from
the nearest service facillty or other designated repair depot.

4 Any defects of design, workmanship or material, shall be fully corrected by the vendor without cost
to the state agency or political subdivision.

5 The written warranty shall be included with the delivered vehicles to the Eligible Agency. The
warranty terms shall be stated on Attachment 3-A, where indicated. Failure to provide this general
Information may result in the offer being rejected.

6 Hybrid / Electric Vehicle Warranty: Hybrid-related components including catalytic convertor,
electronic control unlit, onboard emissions diagnostic device, high voltage battery, transmission,
DC/DC convertor for hybrid vehicles shall be covered for 8 years/100,000 miles, battery for electric
vehicles shall be 8/years/100,000 miles and bidder shall indicate limitation of warranty due to
voltage and amps. The warranty terms shall be stated where indicated on Attachment 3-A. Failure to
provide this general information may result in the bid being rejected.

15, CURRENT PRODUCTS

All products supplied under this contract shall be In current and ongoing production; shall have been
formally announced for general marketing purposes; shall be a model or type currently functioning In a user
(paying customer) environment and capable of meeting or exceeding all specifications and requirements set
forth in the contract.

16. PRODUCT DISCONTINUANCE

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17.

In the event that a product or model Is discontinued by the manufacturer, the Department at its sole
discretion may allow the Contractor to provide a substitute for the discontinued Item. The Contractor
shall request authorization to substitute a new product or model and provide the following:

1. A formal announcement from the manufacturer that the product or model has been
discontinued.

2. Documentation from the manufacturer that names the replacement product or model.

3. Documentation that provides clear and convincing evidence that the replacement meets or

exceeds all specifications required by the original solicitation.

4. Documentation that provides clear and convincing evidence that the replacement will be
compatible with all the functions or uses of the discontinued product or model.

5. Documentation confirming that the price for the replacement is the same as or less than the
discontinued product or model,

INTRACT ADMINI: TION

The Contractor shall contact the assigned Procurement Officer for guidance or direction in matters of
contract Interpretation or questions regarding the terms, conditions or scope of the contract.

» NOTICES

All notices, requests, demands, consents, approvals, and other communications which may or are
required to be served or given hereunder (for the purposes of this provisions collectively called
“Notices”), shall be In writing and shall be sent by certified United States mall, return receipt requested,
or by any other method that provides evidence of recelpt, addressed to the party or parties to receive
such notice as follows:

A. If intended for the State, to:

Arizona Department of Transportation, Procurement Group
1739 W. Jackson Street, MD 100P
Phoenlx, Arizona 85007-3276

B. If intended for the Contractor, to the address as identified in the Contractor’s electronic vendor
profile. Or to such other address as either party may from time to time furnish in writing to the other
by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such
notice Is received as shown on the return receipt. Furthermore, such notice may be given by
delivering personally such notice, if intended for the State, to the Arizona Department of
Transportation, Procurement Officer and, If intended for the Contractor, to the person named on the
Offer & Contract Award of this contract, or to such other person as elther party may from time to
time furnish In writing to the other by notice hereunder. Any notice so delivered shall be deemed to
have been given as of the date such notice Is personally delivered to the other party.

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19,

21,

CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

This contract may be cancelled if Contractor or any subcontractors or others in the employ or under the
supervision of the Contractor or subcontractors is found to be in possession of weapons.

Possession of weapons (flrearms, explosive device, knife or blade of more than three inches, or any
other instrument designed for lethal or disabling use) is prohibited on ADOT property.

Further, if the Contractor or any subcontractors or others in the employ or under the supervision of the
Contractors or subcontractors are asked by an ADOT official to leave the ADOT property, they are
advised that failure to comply with such a request shall result in cancellation of the contract and anyone
who refuses, whether armed or not, is subject to prosecution under A.R.S. § 13-1502, "Criminal trespass
in the third degree; classification."

DEMNIFICATION CLAUSE

To the fullest extent permitted by law, Contractor shall defend, Indemnify, and hold harmless the State
of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents,
and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions,
llabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim
processing, investigation and litigation) (hereinafter referred to as “Clalms”) for bodily Injury or personal
injury (including death), or loss or damage to tanglble or intangible property caused, or alleged to be
caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its
owners, officers, directors, agents, employees or subcontractors. This Indemnity Includes any claim or
amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the fallure
of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or
court decree. It Is the specific Intention of the parties that the Indemnitee shall, in all Instances, except
for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified
by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for
primary loss Investigation, defense, and Judgment costs where this indemnification is applicable. In
consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation
agalnst the State of Arizona, its officers, officials, agents, and employees for losses arising from the work
performed by the Contractor for the State of Arlzona. This Indemnity shall not apply if the contractor or
sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

INSURANCE REQUIREMENTS

21.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have
been discharged, including any warranty periods under this Contract, insurance against claims
for injury to persons or damage to property arising from, or in connectlon with, the
performance of the work hereunder by the Contractor, its agents, representatives, employees
or subcontractors.

21.2 The Insurance Requirements herein are minimum requirements for this Contract and In no way
limit the Indemnity covenants contained in this Contract. The State of Arizona in no way

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warrants that the minimum limits contained herein are sufficient to protect the Contractor
from liabilities that arise out of the performance of the work under this Contract by the
Contractor, its agents, representatives, employees or subcontractors, and the Contractor Is
free to purchase additional insurance.

21.3 Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of
liability not less than those stated below.

21.3.1 Commercial General Liability (CGL) —- Occurrence Form
The Contractor shall furnish Certificate(s) of Insurance inclusive of the following
requirements to the Department. Certificate(s) shall be recelved within 10 calendar
days of notification of contract award by the Procurement Officer.

Policy shall Include bodlly injury, property damage, and broad form
contractual liabillty coverage.

a. The policy shall be endorsed, as required by this written agreement,
to include the State of Arizona, and its departments, agencies, boards,
commissions, universities, officers, officials, agents, and employees

as additional insureds with respect to llability arising out of the
activities performed by or on behalf of the Contractor.

b. Policy shalt contain a waiver of subrogation endorsement, as required
by this written agreement, in favor of the State of Arizona, and Its
departments, agencies, boards, commissions, universitles, officers,
officials, agents, and employees for losses arising from work

performed by or on behalf of the Contractor.

21.3.2 Business Automoblle Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned
automoblles used in the performance of this Contract.

a. Policy shall be endorsed, as required by this written agreement, to
include the State of Arizona, and its departments, agencies, boards,
commissions, universities, officers, officlals, agents, and employees
as additional insureds with respect to liability arising out of the
activities performed by, or on behalf of, the Contractor involving

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