Linking Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RUSH TRUCK CENTERS OF ARIZONA, INC.

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

, 2022, between the City of Glendale, an Arizona municipal corporation (the “City”), and Rush

Truck Centers of Arizona, Inc., a Delaware corporation authorized to do business in Arizona
(“Contractor”), collectively, the “Parties.”

RECITALS

On June 1, 2020, under Houston-Galveston Area Council (H-GAC) Cooperative Purchasing
Program, H-GAC entered into a contract with Contractor to purchase the goods and services
described in the Medium and Heavy Duty Trucks & Truck Bodies, Contract No. HT06-20
(“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 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
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
award, which was June 1, 2020, until the date the contract expires on May 31, 2023. The term
of this Agreement, therefore, is the period from the Effective Date of this Agreement until
May 31,2023. There ate no renewals available under the Cooperative Purchase Agreement or
this agreement.

1/2/2020

10.

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 one million nine hundred fifty thousand eight hundred
twenty-one dollars and twenty-seven cents ($1,950,821.27) for the entire term of the
Agreement.

Cancellation. This Agreement may be cancelled pursuant to A.RS. § 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 ot 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.

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.RS § 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.

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

4/29/2021

City of Glendale

c/o Craig Croner - Fleet Management Superintendent
6210 W. Myrtle Avenue, #111

Glendale, AZ 85301

And

Rush Truck Centers of Arizona, Inc.
c/o Byron Haught

9600 W. Roosevelt St.

Avondale, AZ 85353

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

“City” “Contractor”
City of Glendale, an Arizona Rush Truck Centers of Atizona, Inc.,
municipal corporation a Delaware corporation .
By: By: Abe Zz |
Kevin R. Phelps Name: Chris Ryan
City Manager Title: Regional General Manager
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
3

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RUSH TRUCK CENTERS OF ARIZONA, INC.

EXHIBIT A
H-GAC CONTRACT NO. HT06-20
MEDIUM AND HEAVY TRUCKS & TRUCK BODIES

4/29/2021

H-GAC BUY

Medium and Heavy Trucks
& Truck Bodies

Contract Number

HT06-20

Effective Dates

06/01/2020 - 05/31/2023

Contract Details

A variety of bodies are available including flatbed/stake bodies, dump bodies,
service/utility bodies, wrecker/carrier bodies, cement mixer bodies, water/lube tank
bodies, landscape/brush bodies, van bodies, aerial lifts, cranes, and miscellaneous
such as digger-derricks, curtain bodies.

DocuSign Envelope ID: 9084D12F-4BAD-45F8-B43D-951 0D3D6A3C1

AMENDMENT No. 1 to CONTRACT No. HT06-20
For
Medium and Heavy Trucks & Truck Bodies
Between
HOUSTON-GALVESTON AREA COUNCIL
And
Rush Truck Centers of Arizona, Inc.

THIS AMENDMENT modifies the above referenced Contract as follows:
This contract is extended through May 31, 2023 Midnight CT.

Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and
conditions of this Contract shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly
authorized representatives.

DocuSigned by:
Signed for Houston-Galveston Area Council, [ ¢ sana
Houston, Texas Chuck Wemple, Executive Director
2/28/2022
Date:
DocuSigned by:
Con's Byan
Signed for: Rush Truck Centers of Arizona, Inc. | “
Chris Ryan i
Printed Name & Title: ¥ Regional Gen. MGr.
Date: 2/16/2022

Revised 6.1.18

DocuSign Envelope ID: DE11BBD2-DA20-4685-A07F-87E2857D516E.

CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT

This Contract Assignment and Assumption Agreement is made by and between the Houston-Galveston
Area Council of Governments (H-GAC), Rush Truck Centers of Texas, LP (Contractor) and Rush
Truck Centers of Arizona, Inc, (Assignee).

WHEREAS, Contractor entered into a cooperative purchasing Contract, identified as HT06-20, with
H-GAC for the sale of Medium and Heavy Trucks & Truck Bodies to various End User governmental
agencies participating in H-GAC’s Cooperative Purchasing Program; and

WHEREAS, Contractor assigns the performance of its obligations under the Contract to Assignee for
cooperative purchasing business in specific areas (per attached Information Sheet); and

WHEREAS, Assignee shall perform as stipulated in the original Contract (a copy of which is attached
hereto) and comply with all the terms and conditions set forth therein; and

WHEREAS, Contractor will continue as originally contracted with H-GAC; and
NOW THEREFORE, Assignee agrees to accept this assignment, and H-GAC concurs.

Unless otherwise noted, this Agreement goes into effect on the date signed by H-GAC. All other terms
and conditions of the Contract shall remain unchanged and in full force and effect.

IN WITNESS WHEREOPF, the parties have caused this Contract Assignment and Assumption Agreement
to be executed by their respective duly authorized representatives.

‘DocuSigned by:
Signed for Houston-Galveston Area Council: [
Chuck Wemple, Executive Director
9/2/2020
Date
Signed for Rush Truck Centers of Tex: SuSigned by:
Houston, Texas Chris Wilsow pate: 9 1/2020
ate:
(Signature of Contractor)
Chris wilson Regional Gen. mgr.

Printed Name & Title
Signed for Rush Truck Centers of Ari ABEned by:
Tolleson, Arizona
Cty Byan Date: 9/1/2020
(Si gnature of Assignee)
Chris Ryan Regional Gen. MGr.
Printed Name & Title

DocuSign Envelope ID: DE11BBD2-DA20-4685-A07F-87E2857D516E

Information Sheet

Assignee:

Rush Truck Centers of Arizona, Inc
Contact Person:

Name: Byron Haught

Title: New Truck Sales Representative
TEL: 602-422-8124

Email: haughtb@rushenterprises.com
Address:

9600 W. Roosevelt St.
Tolleson, Arizona 85353

Territory:
Arizona

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RUSH TRUCK CENTERS OF ARIZONA, INC.

EXHIBIT B
Scope of Work

PROJECT
For the purchase of two (2) Peterbilt/Curbtender side load trucks and three (3) Peterbilt/New Way

side load trucks, for Solid Waste, per the established vehicle replacement schedule, policy, and
funding, as well as new growth vehicles, as authorized by the City Manager.

4/29/2021

COOPERATIVE PURCHASING PROGRAM
Houston-Galveston Area Council of Governments
3555 Timmons, Suite 120, Houston, TX 77027
Phone: 800-926-0234 Fax: 713-993-4548
www.hgacbuy.or;

THE SMART PURCHASING SGLGTION

INVITATION To SUBMIT COMPETITIVE: BIDs im PROPOSALS

INVITATION NO.: HT06-20 (REFLECTING 1/7/20 Issue Date: December 18, 2019
ADDENDUM)

CATEGORY: MEDIUM AND HEAVY TRUCKS & TRUCK BODIES

PURPOSE OF THIS INVITATION

The Cooperative Purchasing Program (HGACBuy) of the Houston-Galveston Area Council of Governments is
soliciting offerings for the furnishing of products/services as described herein. These products/services may be
purchased by any of more than 7000 local government members, districts, and agencies in 48 states.

Responses must be submitted in an original and one (1) copy, and shall be subject to the terms, conditions,
requirements and specifications detailed in the documents comprising this Invitation. Responses are scheduled to be
opened publicly at H-GAC offices on the date indicated. For Bid Invitations, responses will be available for public
review until 4:00 p.m. CT that day, and on subsequent days by appointment only. Any Responses submitted later
than 1:00 p.m. on the due date will be returned unopened to the bidder/proposer,

PROCUREMENT SCHEDULE & DETAILS

DRAFT SPECIFICATION / INVITATION:

PRE-BID/PROPOSAL CONFERENCE: December 5, 2019 @ 9:00 a.m. CT; Conference Room B, 2nd floor

November 7, 2019

FINAL SPECIFICATION / INVITATION: December 18, 2019

BiD/PROPOSAL RESPONSES DUE:

January 22, 2020 @ 1:00 p.m. CT; H-GAC Clock

January 22, 2020 @ 2:00 p.m. CT; H-GAC Clock

| PUBLIC RESPONSE OPENING:

RECOMMENDATIONS TO BOARD: March 17, 2020

CONTRACT START DATE & TERM:

June 1, 2020 — May 31, 2022 (2 years)

The documents comprising this Invitation are available via web download at: https://www.hgacbuy.org/bids/

For assistance regarding this Invitation, please contact:
Name: Neal Witty Phone: 713-499-6693

E-mail: neal.witty@h-gac.com

CONTENTS OF THIS INVITATION

SECTION-A: General Terms & Conditions

SECTION-B: Product/Service Specific Requirements & Specifications
SECTION-C: HGACBuy Forms

SECTION-D: Pro-Forma (Sample) Contract

FORMS: W-9, CIQ, 1295, HB89, CIF

LABELING OF SEALED RESPONSE PACKAGE

IMPORTANT:

You must affix an identifying label to the outside of your sealed response package to ensure
proper identification and log-in at HGACBuy offices on receipt. HGACBuy is not
responsible for any response that might be lost or misdirected due to improper or unclear
labeling. Your label should look as follows and should be affixed conspicuously to the
package.

H-GAC Cooperative Purchasing
| Sealed Bid/Proposal No. HT06-20
DO NOT OPEN IN MAIL ROOM

Responses by E-mail or FAX will not be acceptable. Two hard copies (plus the electronic media
described herein) are required.

NOTICE REGARDING NATIONWIDE SALES POTENTIAL

HGACBuy is conducting this procurement with the objective of establishing one or more blanket type
contracts for use by our Members. Because our Members are located not only in Texas, but throughout
the country, we strongly urge you to participate in the process at the corporate level. If you do not sell
direct, your dealer network may still service customers while you handle the administrative functions of
providing quotes, accepting purchase orders, and collecting payments. If this is not feasible, we will work
with you to subsequently assign your contract to your dealers as necessary to service customers.

Whatever approach you choose to take, there is considerable potential sales value because HGACBuy is
being used not only in the State of Texas, but NATIONWIDE. This means that HGACBuy contractors
will have a special advantage available to them in promoting sales to government agencies throughout the
country... the ability to sell products without the need for the buyer to duplicate the competitive bidding
process and expend the associated staff time and taxpayer dollars. We believe an HGACBuy contract
would enhance your competitive position in the government marketplace and are eager to work with you
to promote the best interests of our participating local governments and qualifying non-profit
organizations.

We look forward to your participation in our process. Please contact the HGACBuy staff member listed
on the cover of this Invitation for additional information.

TGA a
Buy GENERAL TERMS & CONDITIONS
THE SMART PORCHASING SOLUTION

FOR BIDS AND PROPOSALS

Ce PNaAwWPE WN

wwe eR WwW WwW YN NY DN NY NNN DN WD —_—
AERONESSSNAGDERESSSSSRIAIRAGDESRES

INVITATION No. HT06-20
DESCRIPTION: Medium and Heavy Trucks & Truck Bodies

TABLE OF CONTENTS

INTRODUCTION .......csccsssssssecssssssesseesnecseesseescecenteenteenies
DEFINITIONS, ABBREVIATIONS & ACRONYMS...
NON-BINDING ORAL COMMENTS...
STRUCTURE OF RESPONSE ..............
BASIC REQUIREMENTS & CONDITIONS
OFFEROR'S AUTHORIZED SIGNATORY
SURETY FOR INSURANCE
CONFIDENTIAL / PROPRIETARY MATERIALS
REFERENCES ..
INSURANCE
OFFEROR CERTIFICATIONS. ......ccsccsssssssssesssesseessessessneessnseseesaesenecaneesssesessssesesaseees
HISTORICALLY UNDERUTILIZED BUSINESS (HUB) PARTICIPATION
NON-RESIDENT RECIPROCAL SALES ACT

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REQUIREMENTS APPLICABLE TO PHYSICAL GOODS
PRODUCT CODES

STANDARD FEATURES & OPTIONS ...
WARRANTIES, SALES & SERVICE..
H-GAC ORDER PROCESSING CHARGE.
PRE-PAYMENTS AND DISCOUNTS.
INSPECTION / TESTING
PRODUCT DELIVERY

REQUIREMENTS FOR SUBMISSION OF A RESPONSE...
CLARIFICATION TO SPECIFICATIONS & REQUIREMENTS
INCONSISTENT INFORMATION
REJECTION OF RESPONSEG.......
WITHDRAWAL OR MODIFICATION OF RESPONSES ....
RESPONSE EVALUATION
ORDER OF PRECEDENCE PRIOR TO CONTRACT AWARD .
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Revised: 04/16/18 Page 1 of 20

36. CONTRACT TERM
37. PERFORMANCE & PAYMENT BOND...
38. CHANGE ORDERS
39.
40.
41.
42.
43.
44. HANDLING OF ORDERS & PAYMENTS...
45. PRICE CHANGES :
46. CONTRACT ITEM CHANGES ........cscsscssessssssssssesssesesnessusecsnaeessnesessusessuscessuecssavscssssessssssssusssssessssuesssueseneves 17
47. FORCE MAJEURE...
48. PERFORMANCE UNDER CONTRACT ..
49. CONTRACTOR ORIENTATION/TRAINING
50. LEGAL & CONTRACTUAL REMEDIES ...
51. NATIONWIDE SALES OPPORTUNITIES...

1. INTRODUCTION

The Houston-Galveston Area Council (H-GAC) is a "Government-to-Government" procurement service for States,
State Agencies, Local Governments, Districts, Authorities, and qualifying Not-for-Profit Corporations (End Users).
End Users become Members of the H-GAC Cooperative Purchasing Program (HGACBuy) by executing an
Interlocal Contract, which is free of cost and evergreen unless cancelled. HGACBuy, acting on behalf of
Members, is soliciting competitive offerings for the furnishing of products and/or services, as described elsewhere,
which MAY be purchased by Members during the contract term. Members using the Program issue purchase
orders directly to HGACBuy contractors.

2. DEFINITIONS, ABBREVIATIONS & ACRONYMS

The following definitions, abbreviations and acronyms may be found in these specifications, and shall be interpreted
herein as specified below.

Definitions and Abbreviations:

Acceptance. Acceptance takes place when the End User agrees with the Contractor that the terms and conditions
of the contract have been met and verified. Acceptance is not the same as Receipt, and can only occur after intact
shipping, inspection by End User, and any onsite testing that has been stipulated as part of the order
Aggregate/Single Occurrence. The term "aggregate" in insurance terms is the sum of all claims against a specific
policy for a specific loss incident. The term “single occurrence" differentiates between multiple claims and single
claims against a specific policy. The inherent value of a policy's aggregate value is less important to an End User
than is the value of a single claim as stated under “single occurrence."

Approved. Acceptable to the "authority having jurisdiction."

ARO. “After Receipt of Order”. Used in conjunction with a defined time period (usually days or weeks) to
establish the delivery or lead time pursuant to any individual purchase transaction. In the case of orders for bodies
which will be mounted on a customer furnished cab/chassis, the term ARO shall be construed to mean “After
Receipt of Cab/Chassis”.

Authority Having Jurisdiction. The authority shall be either H-GAC or the relevant End User based on the
requirements as stated in each specification item. Unless specifically stated, the authority shall be H-GAC.

Bidder. Any entity that submits a competitive bid to this Invitation. (See also "Offeror")

Change Order. Request by an End User for a change in the composition of an already submitted purchase order,
for example to change quantity ordered, add or delete items, etc.

Revised: 04/16/18 Page 2 of 20

Contract. Specifically, a contract between H-GAC and a successful Offeror which is executed based on an award
made pursuant this Invitation.

Contract Pricing Worksheet. The standard H-GAC form to by used by Contractor in preparing a quotation to an
End User, upon which End User's purchase order will be based. Contractor may use another quotation form
provided it contains required information, and only if approved by H-GAC.

Contractor. The contracted business entity responsible for fulfilling a contract executed pursuant to this Invitation.
Dealer/Distributor. A duly authorized and/or franchised business entity which sells and services a manufacturer’s
product in a specified marketing area.

Defect. A discontinuity in a part or a failure to function that interferes with the service or reliability for which the
part was intended.

Electronic Media. As used herein, means computer based media such as 100mb Zip Disk, CDRom, e-mail, e-mail
attachment, file downloaded from the web, etc.

End User. (See "Participant" and “Member”)

Listed. Equipment or materials included in a list published by an organization, acceptable to the "Authority Having
Jurisdiction" and concerned with product evaluation, that conducts periodic inspection of production of listed
equipment or materials and whose listing states either that the equipment or materials meet appropriate standards or
has been tested and found suitable for use in a specified manner. NOTE: The means for identifying listed equipment
may vary for each organization concerned with product evaluation, some of which do not recognize equipment as
listed unless it is also labeled. The "authority having jurisdiction" should utilize the system employed by the listing
organization to identify a listed product.

Manufacturer. The person or persons, company firm, corporation, partnership, or other organization responsible
for taking raw materials or components and making a finished product.

May. A term indicating a permissive use or an acceptable alternative to a specified requirement.

Member. An authorized Participant in the Program. (See "Participant" and “End User”)

Motor Vehicle. The meaning of this term shall be based on the legal definition ascribed to it by the laws and/or
regulations of the state in which any specific sale made pursuant to a Contract takes place.

Must. A term indicating a mandatory requirement.

Offer or Offering. Any product or service offered in reply to this Invitation.

Offeror. Any entity that submits a competitive bid or proposal in response to this Invitation. Bidder or Proposer.
Participant. Generally, any qualifying governmental or non-profit entity which has executed an Interlocal Contract
for cooperative purchasing services with H-GAC.

Product Liability Insurance. Failure of Components and/or assembled equipment resulting in personal injury,
disability or death and/or property damage is covered under the product liability insurance provisions.

Product or Product Item. Any of the specific goods, materials, equipment or service(s) specified in this Invitation.
This term encompasses the base line item itself, and any and all accessories, options, modifications, ancillary
services, assembly, testing, etc. that may be included in the delivered Product.

Proposer. Any entity that submits a competitive proposal in response to this Invitation. (See also "Offeror")
Purchaser. The End User having responsibility for the specification, requisition, ordering and acceptance of the
Product or Service. (See also "End User")

Purchasing Authority. The agency that has sole responsibility and authority for negotiating, placing and, if
necessary, modifying any solicitation, purchase order, or other award issued by a governing body [H-GAC].
Quotation. See "Contract Pricing Worksheet".

Receipt. Receipt takes place when a Product or Service is delivered to an End User and a document is executed
that establishes that the Product is now in the possession of the End User or that the Service has been completed.
Receipt DOES NOT connote or imply Acceptance.

Response. All or part of any offering submitted in response to this Invitation.

Shall. A term indicating a mandatory requirement or action.

Should. A term indicating a recommended or advised response to a specified requirement.

Vendor. A manufacturer's representative or dealer authorized to make sales and supply parts and service.

Acronyms:
ANSI = American National Standards Institute
ASTM = American Society for Testing and Materials

Revised: 04/16/18 Page 3 of 20

ASME = American Society of Mechanical Engineers

CFR = USS. Code of Federal Regulations

DOJ = U.S. Department Of Justice

DOT = U.S. Department Of Transportation

EPA = U.S. Environmental Protection Agency

FAA = Federal Aviation Administration

FMVSS = U.S. Federal Motor Vehicle Safety Standards

H-GAC = Houston-Galveston Area Council of Governments
IEEE = Institute of Electrical and Electronics Engineers

MVD = Motor Vehicle Division of Texas Department of Transportation
NFPA = National Fire Protection Association

NHTSA = National Highway Traffic Safety Administration
NIOSH = National Institute For Occupational Safety And Health
NIST = National Institute of Standards and Technology

NTEA = National Truck Equipment Association

OSHA = U.S. Occupational Safety and Health Administration
RRC = Railroad Commission of Texas

SAE = Society of Automotive Engineers

TBPC = Texas Building and Procurement Commission (formerly GSC)
TxDOT = Texas Department Of Transportation

UL = Underwriter's Laboratories Inc.

VTCS = Vernon's Texas Civil Statutes

3. NON-BINDING ORAL COMMENTS

No oral comment, utterance or response made by any employee, member, or agent of H-GAC or any Member of the
Cooperative Purchasing Program shall be considered factual or binding with regard to this Invitation, or any contract
awarded as a result of this Invitation. Valid and binding terms, conditions, provisions, changes or clarifications, or
requests thereof, shall ONLY be communicated written form.

4. STRUCTURE OF RESPONSE

Depending on the Product or Service, market structures and sales practices can differ substantially. For example,
dealers may sell into any market or may be restricted to certain territories, manufacturers may sell direct or may be
limited by law to selling thru independent dealerships, etc. H-GAC’s objective is to ensure that End Users, no
matter where located, can buy contracted products/services and receive quality and timely service and support, while
at the same time allowing for the most appropriate and effective response to this Invitation. Therefore, responses to
this Invitation will be accepted in conformance with the following scenarios and requirements:

A. Single Respondent Acting Alone Or As "Lead" For A Group:

Offeror shall complete and sign a Form A and, if contracted, shall be solely responsible for all contractual
requirements including administration, processing of purchase orders and handling of payments for
transactions which may involve other dealers who actually deliver the products or services.

B. Multiple Respondents Acting Jointly:

A single Response shall be submitted, and each party to the Response shall complete and sign a separate Form
A to be included in the single Response. If the Response is successful each party shall sign a separate contract
with H-GAC and shall be responsible for compliance with all terms and conditions. Only those which have
executed a written contract with H-GAC may process purchase orders and payments.

In any event, Offeror may be a party to one, and only one, response.

5. BASIC REQUIREMENTS & CONDITIONS

a. The final requirements and specifications contained herein may be different, perhaps materially, from those in
the “Invitation To Attend Pre-Bid / Pre-Proposal Conference”, if any. It is Offeror’s sole responsibility to

Revised: 04/16/18 Page 4 of 20

thoroughly examine and review all documentation associated with this Invitation, including any Addendums, to
ensure that any response submitted complies in every respect with all requirements.

b. Any Addendum to this Invitation which may be required prior to the Response due date will be delivered to
those prospective Offerors of record who have previously obtained a copy of this Invitation from H-GAC.
Prospective Offerors shall be responsible for obtaining all documents relating to submission of a Response.

c. Offeror shall thoroughly examine any drawings, specifications, schedules, instructions and any other
documents, supplied as a part of this Invitation, and is solely responsible for understanding and compliance.

d. H-GAC shall not be liable for Offeror's incomplete documentation, or for any costs associated with
preparation and submission of any Response hereto. Additionally, all components of any Response become the
property of H-GAC, and shall be considered to be in the public domain.

e. Offeror shall make all investigations necessary to become thoroughly informed regarding any plan and/or
infrastructure that may be required to support delivery of any Product or Service covered by this Invitation. No
plea of ignorance by Offeror stemming from failure to investigate conditions that may now or hereafter exist,
shall be accepted as a basis for varying H-GAC's requirements, or Offeror's/Contractor's obligations or
entitlements.

f. Requests for changes to the requirements or specifications herein must be in writing (e-mail, fax, letter) and
must be received by H-GAC no later than fifteen (15) calendar days prior to the Response Due Date. H-GAC
will review such requests, but may or may not make changes at its sole discretion. Changes, if any, will only be
made by written Addendum sent to addressees of record. In any event, it is Offeror's sole responsibility to
insure that any and all Addendums which may have been issued have been received and addressed.

g. By submission of a response, Offeror expressly understands and agrees that all terms and conditions herein will
be part of any subsequent contract that is executed pursuant to this Invitation.

h. Offeror is advised that all H-GAC contracts are subject to the legal requirements established in any applicable
Local, State or Federal statute.

i. Offeror/Contractor must be in compliance with all licensing, permitting, registration and other applicable
legal or regulatory requirements imposed by any governmental authority having jurisdiction. It is
Offeror/Contractor’s responsibility to insure that this requirement is met, and to supply to H-GAC upon
request, copies of any license, permit or other documentation bearing on such compliance.

j. Unless otherwise established elsewhere in this Invitation, NO minimum purchase quantities or spending levels
are provided or guaranteed by H-GAC or any End User.

k. This Invitation is not meant to restrict competition, but rather is intended to allow for a wide range of responses.

1. Responses which are ‘qualified’ with conditional clauses or alterations of or exceptions to any of the terms and
conditions in this Invitation may be deemed non-compliant at H-GAC's sole discretion.

m. The term ‘Offeror’, or derivative thereof, shall become synonymous with ‘Contractor’ for any successful
Offeror recommended for a contract pursuant to this Invitation.

n. H-GAC reserves the right to:

Reject any and all offers received in response to this Invitation.

Reject any part of an offer received in response to this Invitation.

Determine the correct price and/or terminology in the event of any discrepancies in any response.

Accept a response from, and enter into agreement with, other than the lowest price Offeror.

Accept responses and award contracts to as many or as few Offerors as H-GAC may select.

Amend, waive, modify, or withdraw (in part or in whole) this Invitation, or any requirements herein.

Hold discussions with Offerors, although award may be made without discussion.

Request an Offeror to give a presentation of the Response at a time and place scheduled by H-GAC.

Exercise any of these rights at any time without liability to any Offeror.

0. H-GAC reserves the right to determine that conditions exist which prevent the public opening of responses on
the date and at the time advertised, and to reschedule the public opening for a future date and time. Responses
received by H-GAC by the original deadline will be secured unopened until the rescheduled opening date and
time, and those having timely submitted such responses will be notified.

Revised: 04/16/18 Page 5 of 20

6. OFFEROR'S AUTHORIZED SIGNATORY

The signatory shall be authorized to sign and contractually bind Offeror, and shall sign any and all Response
documentation requiring a signature.

7. SURETY FOR INSURANCE

Contractor shall be responsible for using a surety company properly licensed by any and all states in which
Contractor will do business with Participants. The surety company shall not expose itself to any loss on any one risk
in an amount exceeding ten percent (10%) of its surplus to policy holders, provided any risk or portion of any risk
shall have been reinsured, and such reinsurance shall be deducted in determining the limitation of risk applicable to
H-GAC's insurance requirements.

8. CONFIDENTIAL / PROPRIETARY MATERIALS

All documentation submitted as part of Offeror's response to this Invitation will be considered to be in the public
domain and may be made available to Members and others, after contract award, upon properly submitted request. If
Offeror submits documents marked “confidential” or “proprietary”, the Response may be deemed non-compliant.

9. REFERENCES

a. Offeror shall list the names of at least five government agencies within the continental United States which
have purchased from Offeror products or services similar to those covered by this Invitation, within the last two
years. H-GAC reserves the right to determine if such products or services are appropriately similar.

b. Offeror may provide reference information in whatever format desired, but each should include the following
specific information:
e ©Agency name
e Contact person name
e Address
e¢ Phone & Fax numbers
e Description of product(s) or service(s) and date sold
¢c. Other information, including criticism however learned, may be used by H-GAC in evaluation of responses.

10. INSURANCE

a. Unless otherwise stipulated in Section B, Offeror/Contractor must have the following insurance and coverage
minimums:
General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate
limit of at least two times the Single Occurrence limit.

Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate
limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For
Automotive Fire Apparatus, see Section B — Product Specific of this Invitation.

Property Damage or Destruction insurance is required for coverage of End User owned equipment while in
Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the
General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried
in several ways, e.g. under an Inland Marine policy, as part of Automobile coverage, or under a Garage Keepers
policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted
to H-GAC.

b. Insurance coverage shall be in effect for the length of any contract made pursuant to this Invitation, and for any
extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of
the contract period.

c. Original Insurance Certificates must be furnished to H-GAC on request, showing Offeror/Contractor as the
insured and showing coverage and limits for the insurances listed above.

d, If any Product(s) or Service(s) will be provided by parties other than Offeror/Contractor, all such parties are
required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate
insurance certificate must be submitted for each such party.

Revised: 04/16/18 Page 6 of 20

¢. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and
document accuracy.

11. OFFEROR CERTIFICATIONS

Offeror, by submission of a Response hereto, makes the following certifications under penalty of perjury and
possible contract termination if any of these certifications are found to be false.

Non-Collusive Response

a. The prices in the Response have been arrived at independently without collusion, consultation, communication,
or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other
Offeror or potential competitor.

b. The prices which have been quoted in the Response (unless otherwise required by law), have not been
knowingly disclosed by Offeror and will not be knowingly disclosed by Offeror prior to the public response
opening, either directly or indirectly, to any other Offeror or competitor.

c. No attempt has been made or will be made by Offeror to induce any other person, partnership or corporation to
submit or not to submit a response for the purpose of restricting competition.

Non-Biased Specifications
This Invitation contains no requirements considered to be unduly biased in favor of Offeror or any other Offerors
that may be competing for this procurement.

No Financial Interest or Other Conflict

a. No H-GAC officer, employee, Board of Directors member or member of any H-GAC board or commission,
nor family member of any such person, has a financial interest, direct or indirect, in Offeror or in any contract
Offeror might enter into with H-GAC.

b. No economic or employment opportunity, gift, loan, gratuity, special discount, trip, favor or service has been, or
will be, offered or given to any officer, employee, Board of Directors member, or member of any H-GAC board
or commission, nor to any family member of any such person.

Debarment and Suspension Status

a. Offeror is not currently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from covered transactions by any government agency, nor is Offeror an agent of any person or entity
that is currently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
covered transaction by any government agency.

b. Offeror has not within a three year period preceding this Invitation been convicted of or had a civil suit
judgement rendered against Offeror for commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain or performing a public transaction or contract under a public transaction;
violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statement, or receiving stolen property.

c. Offeror is not presently indicted for or otherwise criminally or civilly charged by a government entity (federal,
state, or local) with commission of any of the offenses enumerated above.

d. Offeror has not, within a three-year period preceding this Invitation, had any government (federal, state, or
local) transactions terminated for cause or default.

Insurance Coverages
Offeror has and will maintain insurance coverage in accordance with the requirements of this Invitation.

Licensing & Permits
Offeror(s) has (have) all licenses and/or permits, required by any and all governmental entities having jurisdiction,
to legally sell the products/services offered.

12. HISTORICALLY UNDERUTILIZED BUSINESS (HUB) PARTICIPATION

a. To satisfy Texas’ statutory requirements [Government Code, Chapter 2161, Subchapter D], H-GAC requires all
Offerors to supply information in any bid/proposal response listing (1) the total number of subcontracts and (2)
the total number of HUB contracts applicable to the Products or Services offered in the response. Local

Revised: 04/16/18 Page 7 of 20

governments often require this information for their own reporting requirements prior to placing orders through
the H-GAC Cooperative Purchasing Program.

b. Offeror must complete Form B and include subcontracts with HUB’s that provide any materials or services
related to sales that may be made thru H-GAC’s Cooperative Purchasing Program.

13. NON-RESIDENT RECIPROCAL SALES ACT

As required by Texas Civil Statutes in the award of contracts, an offeror which is not a Texas resident business must
determine if its state of residence prohibits award of government contracts to Texas resident offerors without
penalty. If Offeror’s resident state DOES penalize Texas offerors, Offeror must provide this information along
with a copy of its applicable resident state's statute in the Response.

14. TEXAS MOTOR VEHICLE COMMISSION CODE & LICENSING

Sales of motor vehicles in the State of Texas are subject to the Texas Motor Vehicle Commission Code. If this
Invitation includes any motor vehicle to be sold in the State of Texas, Offeror certifies by submission of a response
hereto that all required Texas Motor Vehicle Commission licenses are in place and current, and that copies of all
such licenses have been submitted with the Response. Further, it shall be Contractor's responsibility to keep
current all required Texas Motor Vehicle Commission licensing during the term of the contract, and to furnish
license copies at any time on request by H-GAC. If Contractor does not maintain current licensing, H-GAC
reserves the right to immediately terminate the contract.

NOTE: In accordance with the Texas Motor Vehicle Commission Code, contracts for motor
vehicles to be sold within the state of Texas may be made ONLY with properly licensed Texas
Motor Vehicle Dealers. Therefore, to be considered for a contract covering Texas End Users,
the Response must include a Form A from a licensed Texas Motor Vehicle Dealer

15. INTENT AND SCOPE OF SPECIFICATIONS

a. The intent of the specifications herein is to provide Offeror with sufficient information concerning the
Products/Services to be contracted such that Offeror can prepare and submit an acceptable Response.

b. The specifications may be detailed or general in nature with regard to any particular Product/Service. Where not
otherwise specified, details of construction, materials, or the way in which services will be provided, are left to
the discretion of the Offeror, provided only that any offering shall conform, as a minimum, to best Industry
standards and practices and to what is currently being sold in the marketplace.

c. Responses shall be considered only from Offerors that have established good reputations in their markets, and
who furnish satisfactory evidence of ability to supply the Products/Services specified herein.

d. Offeror shall show proof of ability to provide to End Users prompt and competent service, including parts if
applicable, for all Products/Services covered by this Invitation, by proper completion of a Service Organization
Document as described elsewhere herein.

16. REQUIREMENTS APPLICABLE TO PHYSICAL GOODS

In the case of physical goods (c.g. equipment, material, supplies, as opposed to services), all Products offered must,
unless otherwise stipulated in Section B:
a. Benew, unused, and not refurbished.

Not be a prototype insofar as the general design, operation and performance. This requirement is NOT meant to
preclude Offeror from offering new models or configurations which incorporate improvements in a current
design or add functionality, but which in such new model or configuration may be new to the marketplace.

c. Include any and all accessories which may or may not be specifically mentioned herein, but which are normally
furnished or which are necessary to make a delivered Product ready for its intended use. Such accessories shall
be assembled, installed and adjusted such that the Product is ready for continuous operation at time of delivery.

d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the
entire quantity of a particular Product as may be purchased simultaneously by any individual End User.

a, Be designed and constructed using current industry accepted engineering and safety practices, and materials.

Revised: 04/16/18 Page 8 of 20

b. Be available for inspection at any time prior to or after procurement.

17, PRODUCT CODES

Unless otherwise addressed in Section B of this Invitation, the following requirements shall apply:

a. Each Product/Service offered shall be uniquely identified using an H-GAC Product Code, which shall be
determined as described in Section B of this Invitation. Offeror shall offer ONLY ONE Product for any
particular Product Code. For example, Offeror may wish to submit a bid for Product Code ABC and may have
another offering that also meets the requirements for ABC. Offeror MAY NOT submit two offerings for ABC.
The alternate offering that also meets the requirements for ABC must be offered as an option
"upgrade/downgrade" to ABC on Form E.

b. Pricing for optional upgrades or downgrades to base bid items should be quoted as an “adder” or “deduct”
amount as appropriate, to be applied to the offered price of the base Product Item listed on Form D.

c. Base bid items and their associated HGACBuy Product Codes are included in the Section B and/or on Form D.
Selection of Product Codes for which to submit an offer is at Offeror’s sole discretion.

18. SPECIFIC DESCRIPTIVE REFERENCES

Except for Base Product Items listed on Form D, any reference to a specific catalog, data sheet, form, brochure,
model name or number, etc. used herein to describe an item such as an option or accessory is only descriptive and is
not to be considered restrictive unless otherwise noted. Such references are normally used only to indicate a type,
general description, level of quality and/or required performance standards.

19. MANUALS

Unless otherwise specified or superceded herein, each Product delivered under an H-GAC contract, and if
applicable any options thereto, shall be supplied with at least one (1) copy of a safety and operating manual. The
cost of any such manuals must be included in the base price for any Product Item offered hereunder. If more
detailed and technically orientated parts and maintenance manuals are available for a Product or option, at a cost,
they shall be offered as options on the FORM designated herein for such options, or elsewhere in the Response as
may be directed herein.

20. STANDARD FEATURES & OPTIONS
The following requirements are applicable primarily to physical goods.
Standard Features

a. The stated minimum requirements for all Products listed herein include what H-GAC considers to be
“standard” features. Even though such features might normally be offered as options rather than as standard,
they are nonetheless considered to be standard in this Invitation, and must be included in the base price for any

Product offered. Such features SHOULD NOT be offered as options except as deducts for their omission from
the base Product.

b. If it is unclear in the Response that an H-GAC standard feature is included in the base price, it will be assumed

that such is the case. If awarded a contract Offeror will be expected to sell the Product with all H-GAC
specified standard features included in the base price.

c. Any feature or accessory normally offered by manufacturer as "standard" shall be considered a standard feature
and shall be included in the base price of any offering, even though not specifically listed as a requirement in

H-GAC’s specifications. Such features SHOULD NOT be offered as options except as deducts for their

omission from the base Product.

Options - General

a. Options are considered to be any features or accessories, other than H-GAC's and Manufacturer's "standard"
features or accessories.

b. Options should be offered on the FORMS designated for quoting options. Each option should be listed and
described on a separate line, and should include any Manufacturer's/Dealer's code number. If no
Manufacturer's/Dealer's code number exists, Offeror should create one.

Revised: 04/16/18 Page 9 of 20