Agreement

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

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

» 2023, 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 “Parties.”

RECITALS

On August 26, 2021 under a S.A.V.E. Cooperative Purchasing Agreement, the City of Tempe
entered into a contract with Contractor to purchase the goods and services described in the
Vehicle Equipment Parts & Repair Services Contract No. T21-139-05 (“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 petmits 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 August 26, 2021, until the date the contract expires on August 25, 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 August 25, 2026. ‘The initial period of this Agreement,
therefore, is the period from the Effective Date of this Agreement until August 25, 2023. The
City may renew the term of this Agreement for three (3) one-year periods until the Cooperative

1/2/2020

Purchasing Agreement expires on August 25, 2026. Glendale renewals are not automatic and
shall only occur if the City gives the Contractor notice of its intent to renew. The City may
give the Contractor notice of its intent to renew this Agreement 30 days prior to the
anniversary of the Effective Date to effectuate such renewal.

Scope of Work; Terms, Conditions, and Specifications.

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

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications 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 three hundred thousand dollars ($300,000) 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 ot applicant for
employment on the basis of tace, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the
same requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.

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

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
tequirements 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,

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.

4/29/2021

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 Sandy Ressler — Fleet Management

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

And

BTE Body Company, Inc.

c/o Jason Hurst, General Manager
2650 N. 32™ Avenue

Phoenix, AZ 85009

Jason hursx@btebody.com

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

set forth above.

“City”

City of Glendale, an Arizona
nmounicipal corporation

By:

Kevin R. Phelps
City Manager

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Atrorney

“Contractor”

BTE Body Company, Inc.,
a Texas corporation ,

Name: Jasoit Hurst ow
Title General Manager

4/29/2021

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

EXHIBIT A
CITY OF TEMPE — CONTRACT NO. T21-139-05
VEHICLE EQUIPMENT PARTS & REPAIR SERVICES

4/29/2021

os
Contract Number: 121-139-934 Issue Date: 08/06/2021
Description: Vehicle Equipment Parts & Repair Services
BTE Body Inc. Beginning: 09/26/2021
Bill Kinkade Ending: 08/25/2023
2650 N 32” Ave
Phoenix, AZ 85009 Potential Renewals: 3

Phone Number; 602-278-9227 x103
Cell Number: 602-615-0170
Email Address: _ bill kinkade @btebody.com
This Contract Award Notice is issued for the purchase of goods, mat
solicitation/contract number. The contract shall remain in effect as
renewed or canceled per terms and conditions of the solicitation.
age and requirements of the City’s

is with the
Itis to be noted that any contracted vendor document(s) that conflict charles Sark or make delivery

solicitation are not acceptable and will void the contract. In addition, contracted vendor 0
of awarded items until any and all required insurance and/or performance bonds are posted with the City Procurement

Office.

If contracted vendor has a change of address for mailing payme:
responsibility to notify the City Procurement Officer identified
information is kept current.

Please note that your City of Tempe contract number should appear on all shipping documents,

erials and/or services as requested by the above noted
noted in the award period block unless extended,

nts and/or for mailing future bid solicitations, its the vendor's
with this contract and to ensure ali such mailing address

Invoices and statements.

invoices are to be sent directly to the requesting department.

Award information
tiem | Description Cost
001 | Parts and Service: Heil, New Way, Scorpion, MeNeilus, Galbreath, Spartan $100 labor hour
002 | CNG Inspection (fixed cost) $650.00
003 | Vehicle pickup, Vehicle drop off $150.00 each
004 | Scorpion parts discount 5%

Michael Greene (Aug 6, 2021 08:$5 POT)
Michael Greene, C.P.M., CPPO
Procurement Administrator

Eric Keeeretls (Aug 6, 2023 97:46 POT)

Eric Kraenzie, C.P.i.
Procurement Officer

All terms and conditions of this Award Document are per the City's Solicitation Document

THIS IS NOTA PURCHASE ORDER

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

EXHIBIT B
Scope of Work

PROJECT
To provide repair services to heavy duty trucks and equipment on an as-needed basis. This scope of

work does not include any goods ot setvices being provided to the City for repair and replacement
of front loader and roll-off bins being provided pursuant to the award under IFB 23-11.

4/29/2021

Tempe.

Making waves in the desert

REQUEST FOR PROPOSAL

RFP# 21-139
Vehicle/Equipment
Parts & Repair Services

RFP ISSUE DATE:
April 22, 2021

DEADLINE FOR INQUIRIES/QUESTIONS:
May 3, 2021 at 5:00 P.M. LOCAL ARIZONA TIME

RFP DUE DATE AND TIME:
May 18, 2021, 3:00 P.M. LOCAL ARIZONA TIME

ALL INQUIRIES MUST BE DIRECTED TO:
ERIC KRAENZLE, C.P.M.
EMAIL: eric_kraenzle@tempe.gov
PHONE: 480-350-8548

SUBMITTAL LOCATION: Due to the COVID Virus, Tempe will only accept an e-copy of the
completed and signed proposal via e-mail to the following address:

Bids@tempe.gov
No hard copy proposals will be accepted at this time.

Table of Contents

Gemeeral INStructiOns ........csssceeesseessnesssssesessessersnsensacnssasenersseeneesesssnnnsseesscasssneesssssscossaedsse nesssuesemsacessseseessesevaceeeae 3
Standard Terms and Conditions
Special Terms & Conditions and Instructions.
Scope of Work

Proposal Questionnaire ..................0ccccsscessecseessesesscenssesesessseecnecsecsnsesesssssaneeeenseaeescasansae sua seneeseassceeaeeeeaenensaes
Evaluation Criterda .........ssessesesesseeceesecsseseensesassnessssenensssenesareenecaassorecnsnsssceuecenssesssedseanenesosescessesperscasaneusesansnnes
Pricing Section ..
Vendor's Offer ....
Anti-Discrimination Policy
Supplier Sustainability Questionmaire «0.0... eeeeeeceeeeeeeeeeeseeeeeceseeeeeesesseeceseeessnssnsasanscaeneneessenaeeeaeessesassenseasacen 35
Checklist for Submittal .............2.ccesseseescenseeesonevesestscsseeensecesseerssueseesesssesecgescsesesscseeusenssesenessestaeenenaesaotesuaseesentens 37

General Instructions

Failure to follow these instructions may result in rejection of proposal for non-responsiveness or cancellation of any Contract

awarded.

1. Preparation of Proposal:

A.

Proposals shall be submitted to the City of Tempe (“City*) in the sequence specified herein, on the forms
attached hereto, Including Vendor's Offer.

All proposals shall be submitted on the forms provided in this Request for Proposal, signed by an authorized
signer and returned with the proposal response to the City.

Compieted and signed proposal forms for offer, acceptance and any solicitation addendums shall be signed
by an authorized individual. Such proposal constitutes an irrevocable Offer to sell the good and/or service
specified herein. Offeror shall submit all additional data, documentation, or information as requested by
the City, signifying its intent to be bound by the terms of the Request for Proposal.

Negligence in preparation of a proposal confers no right of withdrawal. Offeror is solely responsible for
seeking clarification of any requirement and presenting accurate information in the proposal response. The
City shall not reimburse any costs for a proposal, or its submission, presentation or withdrawal, for any
reason. Failure to read, examine and understand the Solicitation and any of its addenda will not excuse
any failure to comply with the requirements of the Solicitation or any resulting contract, nor shall such failure
be a basis for claiming additional compensation.

Offeror shall identify each subcontractor to be utilized in the services and/or work set forth herein, if
applicable.

2. Definitions: For purposes of this Request for Proposal and resultant Contract, the following definitions apply:

A.

“Clty” means the municipal corporation of the City of Tempe, Arizona.

“Code Governance’ means unless otherwise specified herein, the provisions of the Tempe City Code,
Chapter 26A shall apply and govern this Request for Proposal.

“Contract’ means the agreement for the procurement of goods, equipment, materials, software,
maintenance, contracted services, professional services, or concessions.

“Contractor” means an Offeror responding to a Request for Proposal who has been awarded a Contract
with the City.

“Offer” means a written offer to furnish goods, equipment, materials, software, maintenance, contracted
services, professional services, or concessions to the City, in conformity with the standards, specifications,
delivery terms and conditions, and all other requirements established in a competitive solicitation.

“Offeror” means a business, entity or person who submits an Offer in response to a competitive solicitation.

“Public Record” means proposals and all other documents submitted in response to this solicitation shall
become the property of the City and shall be a matter of public record available for review following the
Contract award.

“Purchase Order” means a document issued by the Procurement Office directing the Contractor to deliver
the goods, equipment, materials, software, maintenance, contracted services, professional services or
concessions. to the City.

“Request for Proposal” means a competitive solicitation issued by the City for the procurement of goods,
equipment, materials, software, maintenance, contracted services, professional services or concessions.

RFP# 21-139 Vehicle/Equipment Parts & Repair Services 3|Page

General Instructions

10.

Late, Unsigned and/or Incomplete Proposal: A late, unsigned and/or materially incomplete proposal will be
considered nonresponsive and rejected.

Inquiries: Questions regarding this Request for Proposal shail be directed to the Procurement Officer identified on
the cover page of this document, unless another City contact is specifically named. Inquiries shall be submitted in
writing (preferably via e-mail), identifying the appropriate Request for Proposal's number, page and paragraph at
issue. PLEASE NOTE: Offeror must not place the Request for P 's number on the outside of an et
containing questions. Oral responses provided by the City shall have no binding effect or legal effect. Inquiries
should be submitted within the designated timeframe noted on the front page of the solicitation. Those questions
tecelved after the designated date may be considered at the sole discretion of the Procurement Officer. The City
reserves the right to contact Offerors to obtain additional information for use in evaluating proposal and solicitation
fequirements.

Proposal Conference: If a proposal conference is scheduled, Offerors are strongly encouraged to attend to seek
clarification on any aspects of the documents that are not clear or questions that might pertain the specifications or
scope of work published. There are times when attendance at a proposal conference is mandatory and those
conferences shall be specially noted when applicable.

Withdrawal of Proposal: At any time before the specified proposal due date and time, an Offeror may withdraw
its proposal by way of written correspondence from the Offeror or its authorized representative.

Proposal Addenda: Receipt and acceptance of a Request for Proposal addendum shall be acknowledged by
signing and returning the document either with the vendor's proposal response or by separate envelope prior to
proposal due date/time. Failure to sign and retum an addendum prior to the proposal due date/time may result in
the proposal being considered nonresponsive to that portion of the Request for Proposal and may result in rejection.
For ail addenda published, the City will send electronic notification to those companies who have downloaded the
solicitation from the City’s web site. If a company receives the solicitation via a third- party plan holder organization,
it will be the responsibility of the company to download the solicitation from the City's web site to ensure that their
company is included on any forthcoming addenda notification.

ith City Solicitation Requi ints: Unless stated otherwise in this Request for Proposal, the City
reserves the right to award by individual line item, by group of items, or as a total at the City’s discretion. The City
expressly reserves the right to waive any immaterial defect or informality, or reject any or all proposals, or portions
thereof, or reissue this Request for Proposal.

Compliance of Proposal Offeror/Contractor Forms: Any documents or forms (including separate Contract,

maintenance agreement or training agreement) intended by the Offeror to be utilized in any resulting Gontract, must
be submitted with proposal. Any documents inconsistent with or taking exception to the terms, conditions,
specifications and/or other requirements stated within this Request for Proposal may cause the proposal to be
considered as nonresponsive and rejected. No documents will be considered unless submitted with vendor's
proposal Offer and approved by the Procurement Office.

Responsiveness to Specifications: Performance or feature requirements which are designated as mandatory or
minimums are needed in order to satisfy an identified task or performance need. A description is given for each
designated feature. This description shall be used to determine if the Offeror's proposed product(s) and/or
service(s) is/are capable of performing the function(s) specified in the Request for Proposal.

It is recognized that more than one method may be used to accomplish the sought-after task functionality.
If Offeror has an altemate method of performing functional tasks, then Offeror shall list such method as an
“altemate” and described in full detail within the proposal. The City shall be the sole judge as to whether any
alternate methodology will be accepted.

“Must”, “shall”, "will", "minimum", "required" and/or "mandatory" performance/feature statements must be met or
exceeded by the Offeror. Should no Offeror be found responsive to all designated Request for Proposal
requirements, the City at its option, may either award the Contract to the most responsive Offeror or cancel the
Request for Proposal and issue another Request for Proposal for the need under revised specifications.

RFP# 21-139 Vehicle/Equipment Parts & Repalr Services 4| Page

General Instructions

11.

12.

13.

14.

15.

Questionnaire: Offeror must complete the Questionnaire portion of this Request for Proposal and provide any
documentation required to support the answers. Questionnalre items, which are designated as mandatory, are
needed to satisfy a required task or performance criteria. Items, which may be listed as desirable, are not required
to be responsive to the Request for Proposal! and will be relatively evaluated against other proposals in making a
final award decision.

If supporting documentation is required, Offeror shall provide the documentation in the sequence set forth in the
Request for Proposal and ensure all technical literature and/or narrative explanations fully address the specifics of
the question. Vague or disorganized responses that do not allow sufficient information for evaluation purposes may
result In rejection of a proposal.

Clarifications and Negotiations with Offerors and Revisions to Proposal: Clarifications may be made with any

submitting firm at any time during the evaluation phase of this procurement. Clarifications are not negotiations and
may be utilized by the City to ensure thorough and complete understanding of, and responsiveness to, the
solicitation requirements. Negotiations may be conducted with responsible Offerors who submit proposals
determined to be reasonably susceptible of being selected for award. The purpose of negotiations is to allow the
City and the Offeror(s) to revise initial Offers through an exchange or series of exchanges. Should the City elect to
call for best and final offers, Offerors shall be accorded fair and equal treatment with respect to any opportunity for
negotiations and revision of proposals, and such revisions may be permitted after submissions and prior to award.
In conducting clarifications and negotiations there shall be no disclosure of any information derived from proposals
submitted by competing Offerors. The purposes of such negotiations shall include but not be limited to:

A. Determine in greater detail such Offeror's qualifications;

B. Explore with the Offeror the scope and nature of the project, the Offeror’s proposed method of performance,
and the relative utility of alternate methods of approach;

Cc. Determine that the Offeror will make available the necessary personnel and facilities to perform within the
required time; and

D. Agree upon compensation which is fair and reasonable, taking into account the estimated value of the
required services, and the scope, complexity and nature of such services.

Proposal Opening: Proposals shall be opened at the time and place designated on the cover page of this Request
for Proposals. The name of each Offeror and the identity of the Request for Proposal for which the proposal was
submitted shall be publicly read and recorded in the presence of witnesses. Proposals, modifications and all other
information received in response to this Request for Proposal shall be shown only to City personne! having a
legitimate interest In its evaluation. Prices shail not be read. After Contract award, the proposals and the evaluation
documentation shall be open for public inspection, except where the City has determined that specific portions of
the proposal are confidential.

Technical Proposal Opening: Technical proposals (as received in step one of a two-step bidding process) shall
be opened at the time and place designated on the cover page of this document. The name of each Offeror and
the identity of the Request for Proposal for which the proposal was submitted shail be publicly read and recorded
in the presence of witnesses. Proposals, modifications and all other information received in response to this
Request for Proposal shail be shown only to City personnel having a legitimate interest in the evaluation, Evaluation
documentation to substantiate technical proposal selection(s) shall be open for public inspection.

Proposal Evaluation and Award: The City shall determine whether a proposal meets the specifications and
requirements of this Request for Proposal, at its sole discretion, and reject any proposals not meeting the intent or
requirements set forth herein. Award(s) shall be made to the responsible Offeror whose proposal is determined in
writing to be the most advantageous to the City, taking into consideration the evaluation factors set forth in the
Request for Proposal. The City shall be the sole judge as to the acceptability of the products and/or services
offered. The City reserves the right to reject any and all proposals.

RFP# 21-139 Vehicle/Equipment Parts & Repair Services 5 | Page

General Instructions

16.

17.

18.

19.

20.

21.

22.

23.

Award of Contract: A proposal shall constitute a binding Offer to Contract with the City based on the terms,
conditions and specifications contained in this Request for Proposal. An Offeror shall become a Contractor only
upon execution of a formal Contract from the Procurement Office. Unless this Request for Proposal includes
separate Contract document(s) or requires the Offeror to submit a Contract for review, a Contract shall be formed
when the Procurement Office provides a written notice of award or a purchase order to the successful Offeror. All
terms and conditions of the Contract are contained herein, unless modified by an amendment approved by the City.
Proposals that take exception to the terms, conditions, specifications and/or other requirements stated within this
Request for Proposal may cause the vendor's Offer to be considered non-responsive and rejected. Exceptions will
be evaluated on an individual basis to determine compliance with the purpose and intent of the terms and conditions
stated within this solicitation. The City shall be the sole Judge as to whether an exception complies with the general
purpose and intent of any term, condition and/or specification set forth herein.

Proposal Results: Offerors may attend the scheduled proposal opsning at which the name of each
Offeror will be publicly read. All other information contained in the proposals shall be kept confidential
until the Contract is awarded. After award of Contract, an appointment may be made with the Procurement
Officer to review proposal documents. Formal Contract award results shall be placed on the Procurement Office
web page (www.tempe.gov/procurement) and posted at the front counter of the Procurement Office at the time
the Contract award is approved by the City Council. Award recommendations may also be viewed via the
City Clerk’s web site normally up to five (5) days prior to the scheduled City Council meeting by visiting
(bttp://documents.tempe.gow/sirepub/?sort=meet_date .

Protests: Any actual or prospective Offeror who Is aggrieved in conjunction with this Request for Proposal or award
may protest the award to the Procurement Office. A protest based upon alleged improprieties in this Request for
Proposal that are apparent before the proposal opening shall be filed prior to the proposal due date/time. A protest
conceming an award recommendation must be filed within ten (10) business days after the date of award. Up to
five (5) days before award of a contract, the Procurement Office will post award recommendations on the City Clerks
website at (http://documents.tempe.gov/sirepub/?sort=meet_date) and at the Procurement Office front counter and
web site for public review (www.tempe.gov/procurement), A protest shall be in writing and include the protester’s
name, address and phone number, identification of the solicitation or Contract being protested, a detailed statement
of the legal and factual grounds of the protest, including copies of all relevant documents and the form of relief
requested. A protest is to be on the protester’s company letterhead and signed by the protestor or its authorized
representative.

Delivery: All materials, equipment and/or products shall be delivered F.O.B. Destination to the City of Tempe Per
the lacation identified in the solicitation.

Tax: Unless specified herein, sales, use or federal excise tax shall not be included in proposal pricing. The City is
exempt from payment of federal excise tax. For proposal evaluation, transaction (sales) privilege tax paid to the
City of Tempe (1.8%) is considered a pass-through cost, calculated as zero ($0) expense when comparing pricing
among competing companies that are not located in Tempe. For information on privilege (sales) tax, please contact
the City's Tax and License Office at (480) 350-2955 or visit their web site at salestax@tempe.gov

Payment: For a single requirement purchase, the City will endeavor to remit payment within thirty (30) calendar
days from receipt and approval of acceptable products, materials and/or services and approval of correct invoice.
For ongoing term Contract purchases, the City will endeavor to remit payment within thirty (30) calendar days from
approval of invoice.

Discounts: Payment discounts periods shall be computed from the date of receipt of acceptable products,
materials and/or services or correct involce, whichever is later to the date payment Is mailed. Discounts shall be
taken on the full amount of the invoice, unless otherwise indicated. The City shall be entitled to receive any
discounts offered by Offeror, if payment is made within the discount period.

Payment by City Procurement Card: The Procurement Office may elect to remit payment through the use of a
City procurement card. Each Offeror may Indicate on the Vendor's Offer Page in this Request for Proposal its ability
to accept City procurement card payments. The inability to accept payment by City procurement card will not
disqualify a proposal.

RFP# 21-139 Vehicle/Equipment Parts & Repair Services 6| Page

General Instructions

24,

25.

26.

27.

28.

Code Governance: Unless otherwise specified herein, the provisions of the Tempe City Code, Chapter 26A shall
apply and govern this Request for Proposal.

Public Record: Proposals and all other documents submitted in response to this solicitation shall become the
property of the City and shall be a matter of Public Record available for review following the Contract award.
Material portions of the recommended Offer(s) as determined by the City may be posted to the City’s web site up
to five (5) days prior to the City Council meeting.

Late Responses: The Offeror assumes responsibility for having the Proposal submitted on time via e-mail to the
address shown on the front page of this RFP. Any Offers received after the Solicitation Due Date and Time shail
not be considered and will be returned to the Offeror. The Offeror assumes the risk of any delay in the electronic
processing of the supplier's e-mail through both parties (Supplier and City) networks. Offerors must allow adequate
time to ensure that the e-mail is timely received by the City at the designated e-mail address. All times referenced
are Tempe, Arizona local times. Respondents agree to accept the time and date that is recorded on the received
e-mail as the official time. Any e-mail submissions that are timed at 3:01 or later on the schedule due date will be
considered late and not considered.

Copying Responses; The Offeror hereby grants the City permission to copy all parts of its Offer including, without
limitation, any documents and/or materials copyrighted by the Offeror. The City’s right to copy shall be for internal

use in the evaluating the Offers.

Confidential information and Public Record: After award of a Contract, proposals shall be available for public
inspection, except to the extent that the withholding of information Is required or permitted by law. Pursuant to
ARS. § 35-214, and 41-1330 et seq., all records relating to the Request for Proposal and Contract shall be subject
to inspection at all reasonable times by the City for five (5) years after completion of the Contract. Such records
shall be produced by Bidder or Contractor at the time and place designated by the City.

A. If a person believes that an offer or specification contains Information that should be withheld as
confidential, a statement advising the procurement officer of this fact shall accompany the submission and
the information shall be so identified wherever it appears. A general statement of confidentiality that is not
appropriately referenced to a specific section of the RFP will not be sufficient to warrant protection by the
City. The confidential portion of the submission must be clearly noted with accompanying justification for
treating the section confidential. Failure of the vendor to appropriately designate confidential information
in this manner will relieve the City of any obligation to protect this information as confidential.

B. The Information identified by the person as confidential shall not be disclosed until the Procurement Office
makes a written determination pursuant to A.R.S. § 121, ef seq.

Cc. if the City determines to disclose the information, the Offeror shall be informed in writing of such
determination. Notwithstanding the foregoing, following an award of Contract, all proposal response
Information shalt be available for public inspection.

RFP# 21-139 Vehicle/Equipment Parts & Repair Services 7 {Page

Standard Terms and Conditions

Please note that these Standard Terms & Conditions shall be fully comptied with by Offeror. Failure to comply with these
requirements may result in rejection of a proposal for non-responsiveness, or cancellation or termination of any awarded
Contract.

1. Applicable Law: This Contract shall be governed by, and the City and Contractor shail have all remedies
afforded each by the Uniform Commercial Code as adopted in the State of Arizona, except as otherwise provided
in this Request for Proposal and resultant Contract, and all statutes, or ordinances pertaining specifically to the
City. This Contract shall be governed by State of Arizona law and suits pertaining to this Contract may only be
brought in courts located in Maricopa County, Arizona.

2. Arizona Climate Action Compliance: Offeror shall comply with all applicable standards, laws, rules, orders and
regulations issued pursuant to A.R.S. §49-101, ef seq., Including but not limited to, Arizona Executive Orders
Nos. 2006-13, 2005-02, and 2010-14 with regard to reducing GHG emissions, increasing energy efficiency,
conserving natural resources and developing renewable energy sources.

3. Availability of Funds for the Next Fiscal Year: The City's obligation for performance of the Contract is

contingent upon the avallability of City, state and federal funds that are allocated or appropriated for payment
obligations of the Contract. If funds are not allocated by the City or available for the continued use or purchase
of services, work and/or materials set forth herein, the City may terminate the Contract. The City will use
reasonable efforts to notify Contractor of such non-allocation affecting the obligations of the Contractor and/or
City. The City shall not be penalized or adversely affected for exercise of its termination rights. Further, the City
shall in no way be obligated or liable for additional payments or other damages as a result of such termination.
No legal liability on the part of the City for any payment may arise for performance under this Contract.

4, Certification: By signing the “Vendor's Offer”, the Offeror certifies:

A. The submission of the vendor's proposal Offer response did not involve collusion or other anti-competitive
practices.

B. Offeror agrees that it will comply with section 2-603(5) of the Tempe City Code ("TCC"), and will not
refuse to hire or employ or bar or discharge from employment any person or discriminate against such
person in compensation, conditions, or privileges of employment because of race, color, gender, gender
identity, sexual orientation, religion, national origin, familial status, age, disability, or United States military
veteran status. Offeror further agrees to provide a copy of its antidiscrimination policy to the Procurement
Officer to demonstrate compliance with TCC section 2-603(5) or attest in writing to its compliance in
accordance with the attached Affidavit of Compliance.

c. Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity,
future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in
connection with the submitted Offer. Failure to sign the “Vendor's Offer” or signing it with a false
statement shail void the submitted proposal and any resulting Contract. In addition, the Offeror may be
barred from future proposal and bidding participation with the City and may be subject to such further
actions as permitted by law.

D. The Offeror agrees to promote and offer to the City only those materials and/or services as stated and
allowed by this Request for Proposal and resultant Contract award. Violation of this condition shall be
grounds for Contract termination by the City.

E. The Offeror expressly warrants that it has and will continue to comply in all respects with Arizona law
concerning employment practices and working conditions, pursuant to A.R.S. § 23-211, ef seq., and all
laws, regulations, requirements and dutles relating thereto. Offeror further warrants that to the extent
permitted by law, it will fully indemnify the City for any and all losses arising from or relating to any violation
thereof.

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10.

Standard Terms and Conditions

F. Contractor agrees and covenants that it will comply with any and all applicable governmental restrictions,
regulations and rules of duly constituted authorities having Jurisdiction insofar as the performance of the
work and services pursuant to the Contract, and all applicable safety and employment laws, rules and
regulations, including but not limited to, the Fair Labor Standards Act, the Walsh-Healey Act, and the Legal
Arizona Workers Act (LAWA), and all amendments thereto, along with all attendant laws, rules and
regulations. Contractor acknowledges that a breach of this warranty is a material breach of this Contract
and Contractor Is subject to penatties for violation(s) of this provision, Including termination of this Contract.
City retains the right to inspect the documents of any and all contractors, subcontractors and sub-
subcontractors performing work and/or services relating to the Contract to ensure compliance with this
warranty. Any and all costs associated with City inspection are the sole responsibility of Contractor.
Contractor hereby agrees to indemnify, defend and hold City harmless for, from and against all losses and
liabilities arising from any and all violations thereof.

Gc. If Contractor engages in for-profit activity and has 10 or more employees, and if this Agreement has a
value of $100,000 or more, Contractor certifies it is not currently engaged in, and agrees for the duration
of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not
apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. §
4842. Unless and until the U.S. District Court, District of Arizona's injunction is lifted, A.R.S. § 35-393,01
is unenforceable.

Commencement of Work: Contractor is cautioned not to commence any work or provide any materials or
services under the Contract until and unless Contractor receives a purchase order, Notice to Proceed, or is
otherwise directed in writing to do so, by the City.

Confidentiality of Records: The Contractor shall establish and maintain procedures and controls that are
acceptable to the City for the purpose of assuring that no information contained in its records or obtained from the
City or from others in carrying out its functions under the Contract shall be used by or disclosed by it, its agents,
officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting
such information should be referred to the City. Contractor also agrees that any information pertaining to individual
persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of
duties under the Contract, unless otherwise agreed to in writing by the City.

Termin: ict terest: This Coniract is subject to the cancellation provisions of A.R.S. § 38-511.
The City may cancel this Contract within three (3) years after its execution, without penalty or further obligation, If
any person significantly involved in initiating, securing, drafting, or creating the Contract for the City becomes an
employee or agent of the Contractor.

Contract Formation: This Contract shall consist of this Request for Proposal and the vendor's proposal Offer
submitted, as may be found responsive and approved by the City. In the event of a conflict in language between
the documents, the provisions of the City’s Request for Proposal shall govern. The City’s Request for Proposal
shall gover in all other matters not otherwise specified by the Contract between the parties. All previous contracts
between the Offeror and the City are not applicable to this Contract or other resultant contracts. Any contracted
vendor documents that conflict with the language and requirements of the City’s solicitation are not acceptable and
void the Contract.

Contract Modifications: This Request for Proposal and resultant Contact may only be modified by a written
Contract modification issued by the Procurement Office and counter-signed by the Contractor. Contractors are
not authorized to modify any portion of this solicitation or resulting Contract without the written approval of the
Procurement Office and issuance of an official modification notice.

Contract Administration: Contractor must notify the designated Procurement Officer from the Procurement
Office for guidance or direction on matters of Contract interpretation or problems regarding the terms, conditions
or scope of this Contract. The Contract shall contain the entire agreement between the City and the Contractor
and the Contract shall prevail over any and all previous agreements, contracts, proposals, negotiations, purchase
orders or master agreements in any form.

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Standard Terms and Conditions

11. 1!

12,
13.
14.
15.

16.

Cooperative Use of Contract: Any Contract resulting from this solicitation shall be for the use of the City of Tempe.
In addition, public and nonprofit agencies that have entered into a Cooperative Purchasing Agreement with the
Clty of Tempe’s Department of Procurement are eligible to participate in any subsequent Contract. Additionally, this
Contract is eligible for use by the Strategic Alliance for Vohime Expenditures (SAVE) cooperative.
See http:/Avww.mesaaz.qov/business/purchasing/save for a listing of participating agencies. The parties agree that
these lists are subject to change. Any such usage by other municipalities and government agencies must be in
accord with the ordinance, charter and/or rules and regulations of the respective political entity.

Any orders placed to, or services required from, the successful Contractor(s) will be requested by each participating
agency. Payment for purchases made under this agreement will be the sole responsiblity of each participating
agency. The City shall not be responsible for any disputes arising out of transactions made by others. Contractor
shall be responsible for correctly administering this Contract in accordance with all terms, conditions, requirements,
and approved pricing to any eligible procurement unit.

Dispute Resolution: This Contract is subject to arbitration to the extent required by law. If arbitration Is not
required by law, the City and the Contractor agree to negotiate with each other in good faith to resolve any
disputes arising out of the Contract. In the event of any legal action or proceeding arising out of this Contract,
the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred with said fees
and costs to be included in any judgment rendered.

Energy Efficient Products: The City may consider energy conservation factors including costs in the evaluation
of equipment and product purchases for the purpose of obtaining energy efficient products. In addition, vendor
proposal Offers may specify items that have been given an energy efficient classification by the federal
government for consideration by the City.

Billing: All invoices submitted by Contractor for the City's review and approval shall be in itemized form to identify
the specific item(s) being billed. items must be identified by the name, model number, and/or serial number most
applicable along with the correct unit cost. Any purchase/delivery order issued by the City shall refer to the
Contract number resulting from this Request for Proposal. Separate invoices are required on individual contracts
or purchase orders. Only invoices with items resulting from this Request for Proposal will be accepted for review
and approval by the City.

Estimated Quantities: This Request for Proposal references quantities as a general indication of the City’s needs.
The City anticipates considerable activity resulting from Contracts that will be awarded as a result of this Request
for Proposal; however, the quantities shown are estimates only and the City reserves the right to increase or
decrease any quantities actually acquired, In Its sole discretion. No commitment of any kind is made concerning
quantities and Offeror hereby acknowledges and accepts same.

Events of Default and Termination:

A In the event a party is in default then the other party may, at its option and at any time, provide written
notice to the defaulting party of the default. The defaulting party will have thirty (30) days from the receipt
of the written notice to cure the default; the thirty (30) day cure period may be extended by mutual
agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed
to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default.
Failure of the non-defaulting party to provide written notice of the default does not walve any rights under
the Agreement. The occurrence of any one or more of the following events shall constitute a material
breach of and default under the Contract.

i) Any failure by Contractor to pay funds or furnish materials, services and/or goods that fail to
conform to any requirement of this Contract or provide personnel that do not meet Contract
requirements;

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Standard Terms and Conditions

ii) Any party's failure to observe, perform or undertake any provision, covenant or condition of this
Contract to be observed or performed by Contractor or City herein, Including but not limited to
failing to submit any report required herein;

iti) Any failure to make progress in the performance required pursuant to the Contract and/or gives
either party reason to beliave that the other party cannot or will not perform to the requirements of

the Contract; or,

iv) Any failure of Contractor to commence construction, work or services within the time specified
herein, and to diligently undertake Contractor’s work to completion.

B. in the event the default has not been corrected to the non-defaulting party's satisfaction within the cure
time specified, the non-defaulting party, at its option and in addition to any other remedies available by law
or in equity, without further notice or demand of any kind to Contractor, may do the following:

i) Terminate the Contract;

il) Pursue and/or reserve any and all rights for claims to damages for breach or default of the
Contract; and/or,

iii) Recover any and all monies due from Contractor, including but not limited to, the detriment
proximately caused by Contractor's failure to perform its obligations under the Contract, or which
In the ordinary course would likely result therefrom, including, any and all costs and expenses
incurred by the City in: (a) maintaining, repairing, altering and/or preserving the premises (if any)
of the project; (b) costs incurred In selecting and retaining a substitute Contractor for the purchase
of services, materials and/or work; and/or (c) attorneys’ fees and costs in pursuing any remedies
under the Contract and/or arising therefrom.

Cc. The exercise of any one of the City's remedies as set forth herein shall not preclude subsequent or
concurrent exercise of further or additional remedies. In addition, the City shall be entitled to terminate
this Contract at any time, in its discretion. The City may terminate this Contract for default, non-
performance, breach or convenience, or pursuant to A.R.S. § 38-511, or abandon any portion of the project
for which services have not been fully and/or properly performed by the Contractor.

D. Termination shall be commenced by delivery of written notice to Contractor by the Clty personally or by
certified mail, return receipt requested, Upon notice of termination, Contractor shall immediately stop all
work, services and/or shipment of goods hereunder and cause its suppliers and/or subcontractors to cease
work pursuant to the Contract. Contractor shall not be paid for work or services performed or costs
incurred after receipt of notice of termination, nor for any costs incurred that Contractor could reasonably
have avoided.

E. The City, in its sole discretion, may terminate or reduce the scope of this Contract if available funding is
reduced for any reason.

F. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may
demand that Contractor give a written assurance of its intent and ability to perform. In the event that the
demand is made, and no written assurance is given within the time period required, the City may treat this
failure as an anticipatory repudiation of the Agreement.

17. Termination for Convenience: The City at its sole discretion may terminate this Contract for convenience with thirty
(30) days advance notice te Contractor. Contractor shall be reimbursed for all appropriate costs as provided for within
the Contract up to the termination date specified.

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18.

19.

20.

21.

Force Majeure:

A Except for payment of sums due, neither party shall be liable to the other nor deemed in default under the
Contract only in the event that and to the extent that such party's performance of the Contract is prevented
by reason of force majeure. Force majeure means an occurrence that is beyond the cantrol of the party
affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes
acts of God, acts of the public enemy, war, riots, mobilization, labor disputes, civil disorders, fire, floods,
lockouts, injunctions, failures or refusal to act by government authority, and other similar occurrences
beyond the control of the party declaring force majeure which such party is unable to prevent by exercising
reasonable diligence.

B. Force majeure shall not include the following occurrences:

i) Late delivery of equipment or materials caused by congestion at a manufacturer's plant or
elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences.

ii) Late performance by a subcontractor,

c. If elther party is delayed at any time in the progress of the work by force majeure, then the delayed party
shall notify the other party in writing of such delay within forty-eight (48) hours of the commencement thereof
and shall specify the causes of such delay in the notice. Such notice shall be hand delivered or sent via
certified mail and shall make a specific reference to this clause, thereby invoking its provisions. The delayed
party shall cause such delay to cease as soon as practicable and shall notify the other party in writing by
hand delivery or certified mail when it has done so. The time of completion shall be extended by Contract
modification for a period of time equal to the time that the results or effects of such delay prevent the delayed
Party from performing in accordance with the Contract.

Gratuities: The City may elect to terminate any resultant Contract, if it is found that gratuities in any form were
offered or given by the Contractor or agent thereof, to any employee of the City or mamber of a City evaluation
committee with a view toward securing an order, securing favorable treatment with respect to awarding, amending
or making of any determinations with respect to performing such order.

Indemnification: To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless
the City, its agents, officer, officials, and employees from and against all claims, damages, losses and expenses
(Including but not limited to attorney's fees, court costs, and the costs of appellate proceedings), arising out of, or
alleged to have resulted from the acts, errors, mistakes, omissions, work, services, or professional services of the
Contractor, its agents, employees, or any other person (not the City) for whose acts, errors, mistakes, omissions, work,
services, or professional services the Contractor may be legally liable in the performance of this Contract. Contractor's
duty to hold harmless and indemnify the City, its agents, officers, officials and employees shall arise in connection with
any claim for damage, floss or expense that is attributable to bodily injury, sickness, disease, death, or injury to,
impairment, or destruction of any person or property, including loss of use resulting from, or caused by any acts, errors,
mistakes, omissions, work, services, or professional services in the performance of this Contract by Contractor or any
employee of the Contractor or any other person (not the City) for whose acts, errors, mistakes, omissions, work, or
services the Contractor may be legally liable. The amount and type of insurance coverage requirement set forth herein
will in no way be construed as limiting the scope of indemnity In this paragraph. This provision shall survive the term
of this Contract.

Interpretation of Parole Evidence: This Contract is intended as a final expression of the agreement between the
parties and as a complete and exclusive statement of the Contract, unless the signing of a subsequent Contract is
specifically called for in this Request for Proposal. No course of prior dealings between the parties and no usage
of the trade shall be relevant to supplement or explain any term used in the Contract. Acceptance or acquiescence
in a course of performance rendered under this Contract shall not be relevant to determine the meaning of the
Contract, even though the accepting or acquiescing parly has knowledge of the nature of the performance and
opportunity to object.

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23.

24.

25.

27.

28.

Standard Terms and Conditions

Key Personnel: Contractor shall provide adequate experienced personnel, capable of and devoted to the
successful accomplishment of work to be performed under this Contract during the Contract term and any renewal

periods. The Contractor must agree to assign specific individuals to the key positions.

A. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed
or replaced without prior written notice to the City.

B. If key personnel are not available for work under this Contract for a continuous period exceeding thirty (30)
calendar days or are expected to devote substantially less effort to the work than initially anticipated, the
Contractor shall immediately notify the City, and shall replace each person with personnel of substantially
equa! ability and qualifications upon prior City approval.

Licenses and Permits: Contractor shall maintain in current status and at its sole expense, all federal, state and
local licenses and permits required for the operation of the business conducted by the Contractor and the provision
of the services to be provided under the Contract.

No Assignment: No right or interest in this Contract shall be assigned by Contractor and no delegation of any
duty of Contractor shall be made without prior written permission of the City, which consent may be granted or
withheld in City’s unfettered discretion.

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 provision callectively called "Notices"), shall be
in writing and shall be hand delivered or sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the party or parties to receive such notice as follows:

City of Tempe Procurement Office
Attn: Procurement Officer

20 E. 6% Street (Second Floor)
PO Box 5002

Tempe, Arizona 85280

[Contractor's Name]
[Attn of Offeror Named in Contract]
[Address]

Or to such other address as either party may from time to time furnish in writing to the other by notice hereunder.

No Waiver: No breach of default hereunder shall be deemed to have been waived by the City, except by written
instrument to that effect signed by an authorized agent of the City. No waiver of any such breach or default shall
operate as a waiver of any other succeeding or preceding breach or default or as a waiver of that breach or default
after demand by the City for strict performance of this Contract. Acceptance of partial or delinquent payments or
performance shall not constitute the waiver of any right of the City. Acceptance by the City for any materials shall
not bind the City to accept remaining materials, future shipments or deprive the City of the right to return materials
already accepted. Acceptance by the City of delinquent or late delivery shall not constitute a waiver of a later claim
for damages and/or bind the City for future or subsequent deliveries.

Overcharges by Antitrust Violations: The City maintains that, in actual practice, overcharges resulting from
antitrust violations are borne by the City. Therefore, to the extent permitted by law, the Contractor hereby assigns
to the City any and ail claims for such overcharges as to the goods and/or services used to fulfill the Contract.

Performance Standards: Equipment shall operate in accordance with the performance criteria specified in the
Request for Proposal, including the manufacturer's published specifications applicable to the equipment involved.
Equipment is expected to be available for productive use, as provided in the procurement documents.
Penaities and/or bonuses applicable to equipment and system performance, if any, shall be calculated as specified
in the Request for Proposal.

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29.

30.

31.

32.

33.

34.

35.

36.

37.

Preparation of Specifications by Persons Other Than City Personnel: No person preparing specifications for

this Request for Proposal shall receive any direct or indirect benefit from the use of these specifications.

Procurement of Recycled Materials: If the price of recycled material that conforms to specifications is within five
percent (5%) of the lower priced material that is not recycled and the recycled Offeror is otherwise the lowest
responsive and responsible Offeror, the proposal containing recycled material shall be considered more
advantageous; provided the item(s) to be obtained contains at feast the minimum amount of recycled content
material as defined in the City's solicitation and sufficient funds have been budgeted for the purchase.

Provisions by Law: Each and every provision of law and any clause required by law to be In this Contract will be
read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not
inserted, or is not correctly inserted, then upon the application of either party the Contract will forthwith be physically
amended to make such insertion or correction.

Pubiic Record: After award of Contract, proposal responses shall be considered Public Record and open for public
inspection except to the extent the withholding of information is permitted or required by law. If an Offeror believes
a specific section of its proposal response is confidential, the Offeror shall mark the page(s) confidential and isolate
the pages marked confidential in a specific and clearly labeled section of its proposal response. The Offeror shall
include a written statement as to the basis for considering the marked pages confidential and the Procurement
Office will review the material and make a determination, pursuant to A.R.S. §§ 39-121, et seq., and 41-151, ef seq.
A general statement of confidentiality (boiler plate statement) that is not appropriately referenced to a specific
section of the RFP will not be sufficient to warrant protection by the City. The confidential portion of the submission
must be clearly noted with accompanying justification for treating the section confidential. Failure of the vendor to
appropriately designate confidential information in this manner will relieve the City of any obligation to protect this
information as confidential.

Records: Pursuant to provisions of Title 35, Chapter 1, Article 6 Arizona Revised Statutes §§ 35-214 and 36-215,
Contractor shall retain, and shall contractually require each subcontractor to retain, all books, accounts, reports,
files and other records relating to the acquisition and performance of the Contract for a period of five (5) years after
the completion of the Contract. Ail such documents shall be subject to inspection and audit at reasonable times.
Upon request, a legible copy of any or all such documents shall be produced at the offices of the City Attorney or
Procurement Office.

Relationship of Parties: it is clearly understood that each party to this Contract will act in its individual capacity
and not as an agent, employee, partner, joint venture, or associate of the other party. The Contractor is an
independent Contractor and shall be solely responsible for any unemployment or disability insurance payments, or
any social security, income tax or other withholdings, deductions or payments that may be required by federal, state
or local law with respect to any compensation paid to the Offeror. An employee or agent of one party shall not be
an employee or agent of the other party for any purpose whatsoever.

Rights and Remedies: No provisions of this Request for Proposal or in the proposal shall be construed, expressly
or by implication, as a walver by the City of any existing or future right and/or remedy available by law in the event
of any claim of default or breach of Contract. The failure of the City to insist upon strict performance of any term or
condition of the Contract or to exercise or delay the exercise of any right or remedy provided in the Contract, or by
Jaw, shall not release the Contractor from any responsibilities or obligations imposed by the Contract or by law, and
shall not be deemed a waiver of any right of the City to insist upon the strict performance of the Contract.

Safety Standards: All items supplied on this Contract must comply with the current applicable Occupational Safety
and Health Standards of the State of Arizona Industrial Commission, the National Electric Code and the National
Fire Protection Association Standards.

Serial Numbers: Proposals shall include equipment on which the original manufacturer's serial number has not
been altered in any way. The City reserves the right to reject any and all equipment.

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