Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
NORWOOD EQUIPMENT, LLC

This Linking Agreement (“Agreement”) is entered into as of this day of » 20 , between
the City of Glendale, an Arizona municipal corporation (“City”), and Norwood Equipment, LLC, a
Delaware limited liability company, authorized to do business in Arizona (“Contractor”), collectively, the
“Parties.”

RECITALS

A. On January 24, 2019, Norwood Equipment, LLC, a member of the SAVE Cooperative Purchasing
Agreement, Maricopa County, entered into a contract with Contractor to purchase the goods and
services described in Vehicle Outfitters Contract No. 190170-S (“Cooperative Agreement”), which
is attached hereto as Exhibit A. The Cooperative Agreement allows its cooperative use by othet
governmental agencies, including the City.

B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procute goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.

Cc. 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.

D. The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.

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.

A. As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was January 24, 2019, until the date the contract terminates
on January 31, 2024, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond January 31, 2024. ‘The initial period of this Agreement is the petiod from the
Effective Date of this Agreement until January 31, 2024.

2. Scope of Work: Terms, Conditions, and Specifications.

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

1
10/05/2023

10.

11.

attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed two hundred ninety-three thousand seven hundred twelve dollars
($293,712.00) for the entire term of the Agreement (initial term plus any extensions).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, watrants
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
ARS. § 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.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor cettifies that it does not currently, and

during the term of this Agreement, will not use:

a. the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

c. any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

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 cettificate
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:

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10/05/2023

City of Glendale

c/o Sandy Ressler, Contract Monitor
6210 W. Myrtle Avenue, #111
Glendale, AZ, 85301

and

Norwood Equipment, LLC
c/o Bill Bergman

51 E. Mohave

Phoenix, AZ 85004

IN WITNESS WHEREOF, the
forth above.

“City”

City of Glendale, an Arizona
sounicipal corporation

By:

Kevin R. Phelps

City Manager
ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attomey

we

parties hereto have executed this Agreement as of the date and year set

“Contractor”

Norwood Equipment, LLC ,
a Delaware limited liablity company

Name: William Bergman
Title: Sales Account Representative

10/05/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
NORWOOD EQUIPMENT, LLC

EXHIBIT A
MARICOPA COUNTY
CONTRACT NO. 190170-S
VEHICLE OUTFITTERS

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
NORWOOD EQUIPMENT, LLC

EXHIBIT B
Scope of Work

For the purchase of one (1) Hoist Roll-Off Truck for the Landfill.

SERIAL 190170-S VEHICLE OUTFITTERS

DATE OF LAST REVISION: January 19, 2023 CONTRACT END DATE: January 31, 2024

CONTRACT PERIOD THROUGH JANUARY 31, 2021-2022 2023 2024

TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for VEHICLE OUTFITTERS

Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on January 24, 2019.

All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the

vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.

Kowa “Tyre

Kevin Tyne, Chief Procurement Officer

Office of Procurement Services

RNiia

Attach

Copy to: Office of Procurement Services

Gidget Vigil, Equipment Services Department
Erick VanHofwegen, Equipment Services Department

SERIAL 190170-S

VEHICLE OUTFITTERS

1.0

2.0

INTENT

The intent of this Solicitation is to establish a listing of qualified Outfitters to supply, install, build, transfer
and modify/fabricate various truck bodies as specified, but not limited to; dog kennel bodies, landscape
bodies, dump bodies, brush dump bodies, water truck tanks, service truck bodies, sign truck bodies,
barricade bodies, aerial truck bodies and other fleet builds for new or existing Maricopa County fleet.

No pricing is required at the time of your bid submittal for this Solicitation.

Task orders will be issued on an “as needed” basis. At the time a requirement is identified, requests for
task orders will be issued through BidSync to each awardee of this contract. Task order awards will be
made to the awardee that meets the specifications and offers the best overall price.

Other governmental entities under agreement with the County may have access to services provided
hereunder (see also Sections 3.11 and 3.12 below).

The County intends to award this contract to multiple vendors. The County reserves the right to award in
whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where
such action serves the County’s best interest.

The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where
the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to
ensure adequate competition on any project or task order work.

SPECIFICATIONS

These are general specifications for Outfitters to reference as a guideline when submitting a task order
Tesponse.

2.1 TASK ORDERS

The awarded Outfitters will receive a bid notification through BidSync for the required task orders
for the identified body to be made.

2.2 QUALIFIED OUTFITTERS

The Outfitters must be authorized builders/fabricators, installers, transfer bodies and distributors
for the products offered under this contract. The Outfitters must indicate in their qualification
submittal, the type of truck bodies offered (see Attachment A). All truck bodies shall be new and
current design models. Below are the type of bodies in the County’s rolling fleet, but not limited
to:

Brush Dump Bodies

Dump Bodies

Stainless Steel Water Truck Tanks
Stainless Steel Water Tanker
Water Fuck Tanks

Dry Freight Box Bodies

Flat Beds

Stake Beds

Lube Truck Bodies

Service Truck Bodies

Sign Truck Bodies

Barricade Bodies

Aerial Truck Bodies

Dog Transport Bodies

Dog kennel Bodies

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

SERIAL 190170-S

Landscape Bodies

Law Enforcement Up Fits
Transit for Prisoners
Sweepers

OUTFITTER’S SERVICE FACILITY

The Outfitter(s) shall be an authorized service, warranty, and distributor of the manufacturer
component, part and accessories offered. The Outfitter’s facility shall be located in the Phoenix
metropolitan area. Business hours shall be at the minimum from 8:00 a.m. to 5:00 p.m., Monday
through Friday.

OUTFITTER’S HOURLY RATE

The County will provide the new or existing truck chassis including year, make, and model to be
outfitted. The Outfitter shall provide the hourly rate and hours to complete the required outfit on
the task orders.

TRANSFER TRUCK PARTS

The Outfitter shall inspect the life expectancy of all truck transfer bodies before accepting to
reinstall.

PICK UP AND DELIVERY

The Outfitter(s) is responsible for picking up and delivering vehicles at no cost to the County. The
County reserves the right to pick up and deliver to and from the Outfitter’s facility to expedite the
process.

VEHICLE DELIVERIES

All deliveries shall be made at Equipment Services, 3325 West Durango Street, Phoenix, Arizona
85009, Monday through Friday, 7:00 a.m. to 3:30 a.m.

2.7.1 The Outfitter(s) shall provide prior notice to the Fleet Management Office before
deliveries are made at 602-506-6420 or 602-506-4674.

2.7.2 The Outfitter’s drivers shall park the vehicles at the Durango Garage located on the 5t
floor. The garage is behind the Durango maintenance yard.

2.7.3 If the truck body is higher than the garage clearance of seven {7) feet, the Outfitter shall
park at the secure fenced Get Ready lot or Auction lot.

2.7.4 All truck doors and body compartments must be locked.
DELIVERIES

All deliveries must be within ninety (90) days up to one hundred and twenty (120) days from
receipt of the purchase order, unless other agreements have been made in writing by both parties.

ORDER CUT OFF DATES

Provide all new builds cut off dates. If not available, indicate “TBD” (to be determined). The
Outfitter(s) shall notify the County of the cut off dates when available.

ORDER CONFIRMATION

All orders must be confirmed with an “Order Confirmation” receipt via email.

2.11

2.12

2.13

2.14

2.15

2.16

2.17

2.18

SERIAL 190170-S
ORDER CANCELLATION

The County reserves the right to cancel, without any obligation, any order for the following
reasons, including, but not limited to:

2.11.1 | The original or agreed upon delivery time was not met;

2.11.2 The delivery time exceeded the County’s fiscal year end cut-off date (June 30th of each
year);

2.11.3. A required component/part was not included;

2.11.4 The Outfitter did not build or order the correct service body;

2.11.5 Outfitter’s facility shut down causing delays on production;

2.11.6 Damages to order in transit.

TRUCK BODY BUILD SHEET

The Outfitter(s) shall provide the build sheet/specifications of all new truck bodies, including but
not limited to: Gross Vehicle Weight (GVW), Identification number, Body information,
Interior/Exterior Dimensions of all compartments, and Standard Features.

MANUFACTURER STATEMENT OF ORIGIN (MSO)

The MSO must be included with the invoice at the time of delivery and signed over to Maricopa
County. Invoices will not be paid until the MSO is received.

OPERATING MANUALS:

The operating manuals are required at the time of delivery, preferably electronic format or on flash
drive, to include: operational manuals, comprehensive service manuals, and schematic diagrams,
minimum of one (1) per unit purchased.

WARRANTY & EXTENDED WARRANTY

The minimum warranty shall be five (5) years or whichever is greater by the manufacture. The
warranty shall cover defects in design, workmanship, and material, mechanical, structural and
electrical, labor and part replacements, at no cost to the County.

Outfitters are encouraged to offer the County additional warranty packages that would exceed the
minimum requirements. If there is an additional cost, the Outfitter shall indicate at the time of the
task order. The warranty price shall be listed on a separate line on the invoice as non-taxable. The
County may choose to accept an extended warranty but is not obligated to do so.

DELAYED WARRANTY

All warranties do not commerce until the County places all truck(s) in service. The in service date
will vary approximately two (2) to three (3) weeks from the date of receipt, and may be longer due
to unforeseen delays. The Outfitter(s) are to provide a “Delayed Warranty” form along with the
invoice. If no form is available, the County’s Fleet Management Office will send a notification
via email notifying the Outfitter of the in service date when the complete outfit has been released.

VEHICLE INSPECTIONS

All Level 1 inspections must be completed prior to delivery (when applicable) and CDL annual
inspections, at no cost to the County. All documentation must be submitted with the invoice.

INVOICE REQUIREMENTS

The invoice(s) shall match the awarded price of the outfit amount listed on the County purchase
order. The following documents must be included with the invoice.

2.19

2.20

2.21

2.22

SERIAL 190170-S

2.18.1 MSO

2.18.2 Warranty copy

2.18.3 Level 1 inspection documentation (when applicable)
2.18.4 CDL annual inspection (when applicable)

TAX RATE
The tax rate on the invoice shall match the Outfitter’s facility city tax.
SAFETY STANDARDS

All vehicles must meet the requirements of all applicable Arizona State Laws and Regulations,
and all applicable Federal Motor Vehicle Laws including the Federal Motor Vehicle Safety
Standards Title 49, Code of Federal Regulations.

INSPECTION/TESTING

Unless otherwise specified, materials purchased will be inspected by the County to ensure the
Products meet the quality and quantity requirements of the Specifications in the task order. Any
material(s) not meeting the specifications will be returned to the supplier for replacement or repair
at no cost to the County.

WARRANTY REPAIRS

Warranty replacement repairs and parts shall be at no cost to the County. A “NO
CHARGE” invoice shall accompany all warranty repairs detailing the warranty failure,
diagnosed cause, and parts replaced. The contractor shall acknowledge all warranty
requests within 24 hours of notification. If the contractor does not acknowledge within this
time period or cannot meet the County’s expectation to complete the warranty repair, the
County reserves the right to make the repairs and charge back its cost of all parts replaced
and labor hours. County completion of the work under this provision does not void any
existing warranties applicable to the vehicle/equipment.

3.0 PURCHASING REQUIREMENTS

3.1

3.2

EXPEDITED DELIVERY

3.1.1 If the Department department determines that expedited delivery or other alternate
delivery shipping is required, it shall notify the Gentracter—The contractor. Contractor
shall determine any additional costs associated with such delivery terms and
communicate that cost to the Department department.

3.1.2 The Department department shall not advise the Gentraeter contractor to proceed with
an expedited delivery shipment until acceptable terms are agreed upon and a purchase
order is issued. Upon agreeing to the additional costs, the Department department shall
advise the Centracter-contractor to proceed.

3.1.3 Upon receipt of material(s) and invoicing, the Department department shall ensure that
any additional charges are in compliance with and do not exceed agreed to costs. The
Department department shall retain all documents related to these costs within the
agency purchase file.

INSTALLATION

Fhe—Contractor shall be responsible to install and present for inspection all services and
equipment in a complete and ready-for-use condition with all components functioning, cleaned
and tested, unless otherwise stated in the Task Orders. Fhe-Contractor’s price shall include
delivery and installation of all equipment in a complete operating condition.

3.3

3.4

3.5

3.6

SERIAL 190170-S
ACCEPTANCE

Upon completion, services shall be deemed accepted and the warranty period shall begin.
Successful service delivery shall be defined as a) material(s)/equipment is installed (as
necessary) and fully operational; and b) the department has deemed all service/work
completed, including but not limited to any inspection, repair, installation, design,
development, deployment, operation, and initial training, (as applicable). Additionally, all
documentation shall be completed prior to final acceptance.

USAGE REPORT

Fhe Contractor shall furnish the County a usage report upon request delineating the acquisition
activity governed by the Contract contract. The format of the report shall be approved by the
County and shall disclose the quantity and dollar value of each contract item by individual unit.

BACKGROUND CHECK.

Bidders/proposers need to be aware that there they may be required to pass multiple background
checks (e.g. Sheriff's Office, County Attorney's Office, Courts as well as Maricopa County
general government) to determine if the respondent is acceptable to do business with the County.
aad is applies & to Cut is is not limited to) the company, subcontractors and employees-and-the-failure

INVOICES AND PAYMENTS

3.6.1 | Fhe Contractor shall submit one @) legible copy of their detailed invoice before
payment(s) will be made. -Incomplete invoices will not be processed. -At a minimum, the
invoice must provide the following information:

Company name, address and contact information
County bill-to name and contact information
Contract Serial serial number

County Purehase-Order purchase order number
Invoice number and date

Payment terms

Date of service or delivery

Quantity (e.g., number of days or weeks)
Contract item number(s)

Arrival time and completion time (if applicable)
Description of Purchase purchase (product or services)
Pricing per unit of purchase

Freight (if applicable)

Extended price (by line item)

Arrival and completion time (if applicable)

MSO

Warranty copy

Level 1 inspection (if applicable)

CDL annual inspection (if applicable)

Total Amount-Due-amount due

Serial number of body installed on chassis

3.6.2 Commodities must be billed as a separate line item

3.6.3 Problems regarding billing or invoicing shall be directed to the Department department
as listed on the Purehase-Order purchase order.

3.7

SERIAL 190170-S

3.6.4 Payment shall only be made to the Gentraeter contractor by Accounts Payable through
the Maricopa County Vendor Express Payment Program. This is an Electronic Funds
Transfer (EFT) process. After Centraet—Award—contract award the Contractor
contractor shall complete the Vendor Registration Form Jecated-en accessible through
the County Department of Finance Vendor Registration Web—Site
¢attp://wa maricopa-gow/922/Vendors)

5 z : website at
https://www.maricopa.gov/5169/Vendor-Information.

3.6.5 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.

3.6.6 HEF payments Payments to the routing and account numbers designated by the
Goentrastor-will contractor shall include the details on the specific invoices that the
payment covers. -Fke Contractor is required to discuss remittance delivery capabilities
with their designated financial institution for access to those details.

APPLICABLE TAXES

privi taxes apply to-sales made-under the terms-of this Contract it It is the responsibility of the
seHerte-eelleet-and contractor to determine any and all applicable taxes and include those
taxes in their proposal. The legal liability to remit ell-eppliecable the taxes is on the entity
conduction business in Arizona. Tax is not a determining factor in contract award. te-the

propertaxing jurisdiction of autherite

3.7.1 The County will look at the price or offer submitted and will not deduct, add, or
alter pricing based on speculation or application of any taxes, nor will the County
provide contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this
solicitation, regardless of mistake or omission of tax liability. If the County finds
over payment of a project due to tax consideration that was not due, the contractor
will be liable to the County for that amount, and by contracting with the County
agrees to remit any overpayments back to the County for miscalculations on taxes
included in a bid price.

3.7.2 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and
local taxes applicable to its their operation and any persons employed by the Gentracter
contractor. Contractor shall, and require all subcontractors to hold Marieepe the County
harmless from any responsibility for taxes, damages and interest, if applicable,
contributions required under Federal, and/or State and local laws and regulations, and any
other costs including; transaction privilege taxes, unemployment compensation insurance,
Social Security, and Werker’s Workers’ Compensation. Contractor may be required
to establish, to the satisfaction of County, that any and all fees and taxes due to the
City or the State of Arizona for any license or transaction privilege taxes, use taxes,
or similar excise taxes are currently paid (except for matters under legal protest).

3.9

3.10

3.11

3.12

3.13

SERIAL 190170-S

PERFORMANCE

It shall be the Centracter’s contractor’s responsibility to meet the proposed performance
requirements. -Maricepa The County reserves the right to obtain services on the open market in
the event the Centacter contractor fails to perform, and any price differential will be charged
against the Centrecter contractor.

POST AWARD MEETING

Fhe Contractor may be required to attend a post-award meeting with the Department department to
discuss the terms and conditions of this Centraet contract. This meeting will be coordinated by the
Procurement Officer procurement officer of the Contract contract.

STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($A¥5) (SAVE)

The County is a member of the $A4¥E SAVE cooperative purchasing group. $4VE SAVE
includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12
unified school districts. -Under the $A4“B SAVE Cooperative Purchasing Agreement, and with the
concurrence of the successful Respendent respondent under this solicitation, a member of $AVEB
SAVE may access a contract resulting from a solicitation issued by the County. -If you do not
want to grant such access to a member of $AVE,please SAVE, state so in your bid. -In the
absence of a statement to the contrary, the County will assume that you do wish to grant access to
any contract that may result from this bid. The County assumes no responsibility for any
purchases by using entities.

INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS 4€PA’s):
(ICPAs)

County currently holds I¢PA’s ICPAs with numerous governmental entities. These agreements
allow those entities, with the approval of the Coentracter contractor, to purchase their
requirements under the terms and conditions of the County Gentract contract. It is the
responsibility of the non-County government entity to perform its own due diligence on the
acceptability of the Contract contract under its procurement rules, processes and procedures.
Certain governmental agencies may not require an ICPA and may utilize this contract if it
meets their individual requirements. Other governmental agencies may enter into a separate
Statement of Work with the contractor to meet their own requirements. The County is not a
party to any uses of this contract by other governmental entities.

4.0 CONTRACTUAL TERMS & CONDITIONS

41

4.2

CONTRACT TERM

This Invitation for Bid is for awarding a firm, fixed-price purchasing contract to cover @ term-ef

ve-2)-years until January 31, 2021.
OPTION TO RENEW

The County may, at its option and with the concurrence of the Centracter contractor, renew the
term of this Contract contract up to a maximum of three ) additional years, (or at the County’s
sole discretion, extend the contract on a month to month basis for a maximum of six 6) months
after expiration). Fae Contractor shall be notified in writing by the Office of Procurement Services
of the County’s intention to renew the contract term at least sixty-(60) calendar days prior to the
expiration of the original contract term.

43

44

4.5

4.6

SERIAL 190170-S
CONTRACT COMPLETION

Fhe—Centeacter In preparation for contract completion, the contractor shall make all
reasonable efforts for an orderly transition of its duties and responsibilities to another provider
and/or to the County. This may include, but is not limited to preparation of a transition plan and
cooperation with the County or other providers in the transition. The transition includes the
transfer of all records, and other data in the possession, custody or control of Centraeter the
contractor that are required to be provided to the County either by the terms of this agreement or
as a matter of law. The provisions of this clause shall survive the expiration or termination of this
agreement.

PRICE ADJUSTMENTS

4.4.1 Any requests for reasonable price adjustments must be submitted sixty60) calendar
days prior to the Contract contract expiration-date. -Requests for adjustment in cost of
labor and/or materials must be supported by appropriate documentation. —The
reasonableness of the request will be determined by comparing the request with the
Consumer Price Index or by performing a market survey. If County agrees to the adjusted
price terms, County shall will issue written approval of the change and provide an
updated version of the Geatraet contract. The new change shall not be in effect until the
date stipulated on the Geatract updated version of the contract.

INDEMNIFICATION

4.5.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses or
expenses are not covered and paid by insurance purchased by the Gentracter contractor,
the Contracter contractor shall defend, indemnify, and hold harmless the County (as
Owner), its agents, representatives,agents, officers, directors, officials, and employces
from and against all claims, damages, losses, and expenses (including, but not limited to
attorneys! fees, court costs, expert witness fees, and the costs and attorneys’ fees for
appellate proceedings) arising out of, or alleged to have resulted from the negligent acts,
errors, omissions, or mistakes relating to the performance of this Gentraet contract.

4.5.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, agents,—officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily injury,
sickness, disease, death or injury to, impairment of, or destruction of tangible property,
including loss of use resulting therefrom therefrom, caused by negligent acts, errors,
omissions, or mistakes in the performance of this Gentract contract, but only to the extent
caused by the negligent acts or omissions of the Gentraeter contractor, a subcontractor,
anyone anyone directly or indirectly employed by them, or anyone for whose acts they
may be liable, regardless of whether or not such claim, damage, loss, or expense is
caused in part by a party indemnified hereunder.

4.5.3. The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph section.

4.5.4 The scope of this indemnification does not extend to the sole negligence of County.

INSURANCE

4.6.1 Contractor, at Centracter’s contractor’s own expense, shall purchase and maintain, at a
minimum the herein stipulated mininvim: insurance from a company or companies duly
licensed by the State of Arizona and possessing a-current-A.M. an AM Best, Inc.
category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance
may be purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to County.

4.6.2

4.6.3

4.6.4

4.6.5

4.6.6

4.6.7

4.6.8

46.9

SERIAL 190170-S

All insurance required herein shall be maintained in full force and effect until all work or
Service required to be performed under the terms of the Contract contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Centract contract.

In the event that the insurance required is written on a claims-made basis, contractor
warrants that any retroactive date under the policy shall precede the effective date of this
contract and either continuous coverage will be maintained, or an extended discovery
period will be exercised for a period of two years beginning at the time work under this
contract is completed.

Contractor’s insurance shell will be primary insurance as respects County, and any
insurance or self-insurance maintained by County shal} will not contribute to it.

Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.

The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
Tespect to the coverage provided to County under such policies. Contractor shall be solely
responsible for the deductible and/or self-insured retention and County, at its option, may
require Contracter contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.

The insurance policies required by this Contract contract, except Workers’
Compensation and Errors and Omissions, shall name County, its agents, representatives,
officers, directors, officials and employees as Additional asureds additional insureds.

The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contraetor’s contractor’s work or service.

If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the Commercial
Umbrella Insurance covers.

4.6.9.1 Commercial General Liability

Commercial General Liability imsurance—and—if—necessary—Commercial

Umbrella (CGL) insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 Products/Completed Operations Aggregate, and
$4,000,000 General Aggregate Limit. The policy shall include coverage for
premises liability, bodily injury, broad form property damage, personal injury,
products, and completed operations and blanket contractual coverage, and shall
not contain any provisions which would serve to limit third party action over
claims. There shall be no endorsement or modifications of the CGL limiting the
scope of coverage for liability arising from explosion, collapse, or underground
property damage.

4.6.9.2 Automobile Liability

Commercial/Business Automobile Liability insurance—and,_if necessary,
Commercial Umbrella insurance with a combined single limit for bodily injury
and property damage of not less than $2,000,000 each occurrence with respect to
any of the Centracter’s contractor’s owned, hired, and non-owned vehicles

4.6.9.3

4.6.9.4

4.6.9.5

SERIAL 190170-S

assigned to or used in performance of the Gentracter’s contractor’s work or
services or use or maintenance of the premises under this Gentract contract.

If vehicles or mobile equipment are used in the performance of the
obligations under this Agreement, then contractor shall maintain liability
insurance for all owned, non-owned or hired vehicles so used in an amount
not less than $2,000,000 per occurrence combined single limit. If such
insurance contains a general aggregate limit, it shall apply separately to this
agreement or be no less than two times the occurrence limit. Policy shall
name the County as Additional Insureds.

Workers’ Compensation

4.6.9.3.1 Workers’ Compensation insurance to cover obligations imposed by
Federal and State statutes having jurisdiction of Contracter’s
contractor’s employees engaged in the performance of the work or
services under this Contract contract; and Employer’s Liability
insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit.

4.6.9.3.2 Contractor, its contracters subcontractors, and its sub-subcontractors
waive all rights against Ceatract this contract and its agents, officers,
directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s
Liability or commercial—umbrela—tabilit; Commercial Umbrella
Liability insurance obtained by Gentraeter contractor, its contractors
subcontractors and its sub-subcontractors pursuant to this Gentract
contract.

Certificates of Insurance

4.6.9.4.1 Prior to Gentraet contract award, Centracter contractor shall furnish
the County with valid and complete certificates of insurance, or formal
endorsements as required by the Geatraet contract in the form
provided by the County, issued by Genteaeter’s contractor’s insurer(s),
as evidence that policies providing the required coverage, conditions
and limits required by this Gentract contract are in full force and
effect. Such certificates shall identify this contract number and title.

4.6.9.4.2In the event any insurance policy(ies) required by this contract is(are)
written on a claims made basis, coverage shall extend for two (2}-years
past completion and acceptance of Contracter’s contractor’s work or
services and as evidenced by annual Certificates of Insurance.

4.6.9.4.3If a policy does expire during the life of the Centraet contract, a
renewal certificate must be sent to County fifteen-(15} calendar days
prior to the expiration date.

Cancellation and Expiration Notice

Applicable to all insurance policies required within the Insurance Requirements
insurance requirements of this Contract—Centracter’s contract, contractor’s

insurance shall not be permitted to expire, be suspended, be canceled, or be
materially changed for any reason without thirty(30) calendar days prior
written notice to Maricopa County. Contractor must provide notice to Maricopa
County, within two @) business days of receipt, if they receive notice of a policy
that has been or will be suspended, canceled, materially changed for any reason,
has expired, or will be expiring. Such notice shall be sent directly to Maricopa
County Office of Procurement Services and shall be mailed or hand delivered to

47

4.8

49

4.10

SERIAL 190170-S

301 W. Jefferson St. Suite 700 160-Seuth-4thAvenue320-WestLinceln
Street, Phoenix, AZ 85003, or emailed to the Precurement—Officer
procurement officer noted in the solicitation.

FORCE MAJEURE

471

4.7.2

4.7.3

Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Cestract contract if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of the
parties. Such events, occurrences, or causes will include Acts acts of God/Natare nature
(including fire, flood, earthquake, storm, hurricane or other natural disaster), war,
invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war,
riots, rebellion, revolution, insurrection, military or usurped power or confiscation,
terrorist activities, nationalization, government sanction, lockout, blockage, embargo,
labor dispute, strike, and interruption or failure of electricity or telecommunication
service.

Each Party; as applicable, shall give the other Party party notice of its inability to
perform and particulars in reasonable detail of the cause of the inability. Each Party
party must use best efforts to remedy the situation and remove, as soon as practicable,
the cause of its inability to perform or comply.

The Party party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages caused
by foreseeable events, that all non-excused obligations were substantially fulfilled, and
that the other Party party was timely notified of the likelihood or actual occurrence
which would justify such an assertion, so that other prudent precautions could be
contemplated.

ORDERING AUTHORITY

Any request for purchase wre be accompanied by a valid Purchase order, issued by Office-of
Procurement Services, th e

, a at County department or

direction direction directed by 2 a Certified Agency Procurement Aid (CAPA) with a Purehase
Gard purchase card for payment.

AVAILABILITY OF FUNDS

4.9.1

4.9.2

The provisions of this contract relating to payment shall become effective when
funds assigned for the purpose of compensating the contractor as herein provided
are actually available to County for disbursement. The County will be the sole judge
and authority in determining the availability of funds under this contract. County
will keep the contractor fully informed as to the availability of funds.

If any action is taken by any State agency, Federal department, or any other agency
or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or
in connection with, this contract, County may amend, suspend, decrease, or
terminate its obligations under, or in connection with, this contract. In the event of
termination, County will be liable for payment only for services rendered prior to
the effective date of the termination, provided that such services are performed in
accordance with the provisions of this contract. County will give written notice of
the effective date of any suspension, amendment, or termination under this section,
at least 10 days in advance.

PROCUREMENT CARD ORDERING CAPABILITY

County may opt to use a procurement card (VISA or Mastercard) to make payment for
orders under this contract.

4.11

4.12

4.13

4.14

4.15

SERIAL 190170-S

INTERNET ORDERING CAPABILITY

It is the intent of Maricopa County to use the Internet to communicate and to place orders
under this contract.

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

This Centraet contract does not guarantee any minimum or maximum purchases wil] be made.
Orders will only be placed under this Centract contract when the County identifies a need and
proper authorization and documentation have been approved.

PURCHASE ORDERS

4.13.1 County reserves the right to cancel Purchase-Orders purchase orders within a reasonable
period of time after issuance. -Should a Purehase-Orders purchase orders be canceled,
the County agrees to reimburse the Gentraeter contractor for actual and documentable
costs incurred by the Centraeter contractor in response to the Purehase-Order_purchase
order, The County will not reimburse the Gentraeter contractor for any costs incurred
after receipt of County notice of cancellation, or for lost profits, or for shipment of
product prior to issuance of Purchase-Order, ete purchase order.

4.13.2 Contractors agrees to accept verbal notification of cancellation of Purchase—Orders
purchase orders from the County Preeurement-Officer procurement officer with
written notification to follow. Contractor specifically acknowledges to be bound by this
cancellation policy.

SUSPENSION OF WORK

The Procurement-Offieer procurement officer may order the Gentracter contractor, in writing,
to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that
the Procurement-Officer procurement officer determines appropriate for the convenience of the
County. No adjustment shall be made under this clause for any suspension, delay, or interruption
to the extent that performance would have been so suspended, delayed, or interrupted by any other
cause, including the fault or negligence of the Gentraeter contractor. No request for adjustment
under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as
soon as practicable after the termination of the suspension, delay, or interruption, but not later than
the date of final payment under the contract.

STOP WORK ORDER

The Preeurement—Officer procurement officer may, at any time, by written order to the
Contracter contractor, require the Centracter contractor to stop all, or any part, of the work
called for by this contract for a period of ninety-£90} calendar days after the order is delivered to
the Centracter contractor, and for any further period to which the parties may agree. The order
shall be specifically identified as a stop work order issued under this clause. Upon receipt of the
order, the Centracter contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order during the
period of work stoppage. Within a period of ninety{90} calendar days after a stop work order is
delivered to the Contracter contractor, or within any extension of that period to which the parties
shall have agreed, the Procurement Officer procurement officer shall either:

4.15.1 €aneel cancel the stop work order; or

4.15.2 Terminate terminate the work covered by the order as provided in the Termination for
Default, or the Termination for Convenience clause of this Contract contract.

4.15.3 The Preeurement-Offieer procurement officer may make an equitable adjustment in the
delivery schedule and/or Contract contract price, eretherwise; and the Gentract contract

4.16

4.17

4.18

4.19

4,20

SERIAL 190170-S

shall be modified, in writing, accordingly, if the Geateaeter contractor demonstrates that
the stop work order resulted in an increase in costs to the Gentraeter contractor.

TERMINATION FOR CONVENIENCE

Maricopa County may terminate the resultant Contract contract for convenience by providing
sixty(60) calendar days advance notice to the Gentracter contractor.

TERMINATION FOR DEFAULT

The County may, by written setice Notice of default Default to the Gentraeter contractor,
terminate this Contract contract in whole or in part if the Gentracter contractor fails to:

4.17.1 Deliver deliver the supplies or to perform the services within the time specified in this
Contract contract or any extension;

4.17.2 Make make progress, so as to endanger performance of this Gestraet contract; or
4.17.3 Perferm perform any of the other provisions of this Gentract contract.

The County’s right to terminate this contract under these subparagraphs may be exercised if the
Centracter contractor does not cure such failure within tea{10} business days (or more if
authorized in writing by the County) after receipt of the-netice a Notice to Cure from the
Procurement Officer procurement officer specifying the failure.

STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST

Notice is given that pursuant to Arizona Revised Statue (A.R.S.) § 38-511 the County may
cancel any Contract contract without penalty or further obligation within three 3) years after
execution of the Centraet contract, if any person significantly involved in initiating, negotiating,
securing, drafting or creating the Gentraet contract on behalf of the County is at any time while
the Centraet contract or any extension of the Contract contract is in effect, an employee or agent
of any other party to the Centraet contract in any capacity or consultant to any other party of the
Contract contract with respect to the subject matter of the Centeact contract. Additionally,
pursuant to A.R.S § 38-511 the County may recoup any fec or commission paid or due to any
person significantly involved in initiating, negotiating, securing, drafting or creating the Geniract
contract on behalf of the County from any other party to the Centraet contract arising as the
result of the Centract contract.

OFFSET FOR DAMAGES

In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Gentracter contractor any amounts Contracter contractor owes to the County for damages
resulting from breach or deficiencies in performance of the contract.

SUBCONTRACTING

4.20.1 Fhe Contractor may not assign to another Contracter contractor or Subcontract
subcontract to another party for performance of the terms and conditions hereof without
the written consent of the County. All correspondence authorizing subcontracting must
reference the Bid Serial Number bid serial number and identify the job or project.

4.20.2 The subcontractor’s rate for the job shall not exceed that of the Prime-Centractor’s prime
contractor’s rate, as bid in the pricing section, unless the Prime—Contracter prime
contractor is willing to absorb any higher rates. The subcontractor’s invoice shall be
invoiced directly to the Prime-Centracter prime contractor, who in tum shall pass-
through the costs to the County, without mark-up. A copy of the subcontractor’s invoice
must accompany the Prime-Centracter’s prime contractor’s invoice.

4.21

4.22

4.23

4.24

4.25

SERIAL 190170-S

AMENDMENTS
All amendments to this Gentract contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
ADDITIONS/DELETIONS OF SERVICE SERVICES
The County reserves the right to add and/or delete services to a Contract If a-service requirement

ice contract. If additional services are required from a

reduced in-aecerdance- with the Contract price
Contract contract, prices for such additions will be negotiated between the Contractor contractor
and the County.

RIGHTS IN DATA

4.23.1 The County shall have the use of data and reports resulting from a Contract contract
without additional cost or other restriction except as may be established by law or
applicable regulation. Each Party party shall supply to the other Party party, upon
request, any available information that is relevant to a Contract contract and to the
performance thereunder.

4.23.2 Data, records, reports, and all other information generated for the County by a
third party as the result of a contract are the property of the County and shall be
provided in a format designated by the County or shall be and remain accessible to
the County into perpetuity.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW

4.24.1 In accordance with section MC1-372 MC1374-M€} 371 of the Maricopa County
Procurement Code the Gentracter contractor agrees to retain (physical or digital copies
of) all books, records, accounts, statements, reports, files, and other records and back-up
documentation relevant to this Contract contract for six €6) years after final payment or
until after the resolution of any audit questions which could be more than six €6} years,
whichever is latest. The County, Federal or State auditors and any other persons duly
authorized by the Department department shall have full access to and the right to
examine, copy, and make use of, any and all said materials.

4.24.2 If the Conteacter’s contractor’s books, records , accounts, statements, reports, files, and
other records and back-up documentation relevant to this Gentract contract are not
sufficient to support and document that requested services were provided, the Contractor
contractor shall reimburse Maricopa County for the services not so adequately supported
and documented.

AUDIT DISALLOWANCES

If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Gentraeter contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County, and may
include either an adjustment to future invoices, request for credit, request for a check or a
deduction from current invoices submitted by the Geatraeter contractor equal to the amount of
the disallowance, or to require reimbursement forthwith of the disallowed amount by the
Gentracter contractor by issuing a check payable to Maricopa County.