Linking Agreement with LZ Delta LLC

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
LZ DELTA, LLC DBA GO AZ MOTORCYCLES

This Linking Agreement (“Agreement”) is entered into as of this day of , 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and LZ Delta, LLC dba GO AZ Motorcycles,
an Arizona limited liability company, authorized to do business in Arizona (“Contractor”), collectively, the
“Parties.”

RECITALS

A. On June 16, 2023, the State of Arizona-ADOT, entered into a contract with Contractor to purchase
the goods and services described in Motorcycles, Side by Side Vehicles and ATV Quad Bikes
Contract No. CT'R066077 (“Cooperative Agreement”), which is attached hereto as Exhibit A. The
Cooperative Agreement allows its cooperative use by other governmental agencies, including the
City.

B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
setvices by participating with other governmental units in cooperative purchasing 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 its effective date, which was June 16, 2023, until the date the contract terminates on
June 15, 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 June 15, 2028. The initial period of this Agreement is the period from the Effective
Date of this Agreement until June 15, 2024.

B. The City may extend the term of this Agreement for four (4) one-year periods if the
Cooperative Agreement is likewise extended and the City gives the Contractor notice that it
is exercising its option to extend at least 30 days prior to the anniversary of the Effective

1
10/05/2023

Date. Glendale extensions are not automatic and shall only occur if the City affirmatively
exercises its right to extend this Agreement.

Scope of Work: Tetms, Conditions, and Specifications.

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

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

Compensation.

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

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed one million three hundred thousand dollars ($1,300,000) 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 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 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 certifies that it does not currently, and

during the term of this Agreement, will not use:
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
ot services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

10/05/2023

10. 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.

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

City of Glendale

c/o Craig Croner

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

and

LZ Delta, LLC dba GO AZ Motorcycles
c/o Jay Tucker

15500 N. Hayden Road

Scottsdale, AZ 85260

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

“City” “Contractor”

City of Glendale, an Arizona LZ Delta, LLC, dba GO AZ Motorcycles,
an Arizona limited liability company

municipal corporation

By:

Kevin R. Phelps
City Manager

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

3 10/05/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
LZ DELTA, LLC DBA GO AZ MOTORCYCLES

EXHIBIT A
STATE OF ARIZONA-ADOT
CONTRACT NO CTR066077
MOTORCYCLES, SIDE BY SIDE VEHICLES AND ATV QUAD BIKES

DocuSign Envelope ID: CCSEDS52F-5571-4DD1-80ES-SDE65D493FA5

OFFER AND ACCEPTANCE

Procurement

TO THE STATE OF ARIZONA:

OFFER

The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and

amendments of this solicitation and any written
pages indicated in the Table of Contents.

exceptions in the offer. Signature also acknowledges receipt of all

ss

.Z Delta, LLC
Offeror (Company) Name Signatye of Person Authorized to Sign Offer
15500 N Hayden Rd. Jay Tucker 4/14/2023
Address Printed Name Date

Scottsdale AZ 85260 Parts / Service Director
City State Zip Title

Jtucker@goaz.com 480-398-2545

Email Address Phone Number
invoice@goaz.com 480-750-4944
Company Email Address Fax Number

By signature in the Offer section above, the Offeror certifies that the submission of the Offer did not involve

collusion or other anticompetitive practices.

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)
ee

The Contractor Is now bound to perform based upon Contract Number

terms, conditions, specifications, amendments, etc., ai

The Contractor Is hereby cautioned not to commence

CTRO66077
ind the Contractor’s offer as accepted by the state.

Including all

any billable work or provide any material, service or construction under

this contract until contractor receives a purchase order document.

State of Arizona
effective this 76 gay o¢_7UuNe 2023
DocuSigned by:
Pamelen Vouk 6/8/2023
\RrosocemenndbiBser Awarded Date
Solicitation No: BPM005245 Available online at Page 1of 1

https://app.az.gov

Rev 08/2022

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
LZ DELTA, LLC DBA GO AZ MOTORCYCLES

EXHIBIT B
Scope of Work

For the purchase of law enforcement motorcycles and miscellaneous motorized vehicles.

STATE OF ARIZONA

AA DOT ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P
Procurement Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM005245
DESCRIPTION: Motorcycles, Side by Side vehicles and ATV Quad Bikes

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Tom Kornell

Senior Procurement Officer
Phone: 602-712-8520
Email: TKornell@azdot.gov

This solicitation is issued in accordance with A.R.S. §41-2534 and A.A.C. R2-7-C301 et seq., Competitive Sealed
Proposals.

“An Equal Opportunity Agency”

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

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

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

Rev. 11/2022

ADOT TABLE OF CONTENTS

Procurement

SECTION PAGE
Notice 1
Table of Contents 2
Scope of Work 3
Special Terms and Conditions 8
Uniform Terms and Conditions 19

EXHIBITS
1 - Title VI/Non-Discrimination Assurances Appendix A 35
2 - Title VI/Non-Discrimination Assurances Appendix E 36
3 - Usage Report 37

Solicitation No: BPM0005245 Available online at Page 2 of 37

https://app.az.gov,

ADOT SCOPE OF WORK

Procurement

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona
Department of Transportation (Department), has a requirement for New Motorcycles, Side by
Side vehicles and ATV Quad Bikes

2. Introduction and Background

2.1. The State of Arizona Department of Transportation (Department) is seeking to contract with
qualified vendors who can provide Motorcycles, Side by Side vehicles and ATV Quad Bikes for the
State of Arizona and all participating Eligible Agencies. These vehicles will be used to support
official organizational goals. These vehicles will be used on highways, off highways, city/county
roads and shall be designed to operate under typical Arizona ambient temperatures.

2.2. The State and its Eligible Agencies currently spend an estimated one million dollars in the
purchase for Motorcycles, Side by Side vehicles and ATV Quad Bikes annually.

3. General Requirements
3.1. The following are the Categories covered in the Scope of Work:

° Category One (1): Motorcycles is defined as in this scope of work as a motorized vehicle
for one or two passengers with two inline wheels.

° Category Two (2): Side by side vehicles is defined as in this scope of work as an all terrain
vehicle that is able to position passengers side by side and or front to back and built with
storage space and enclosed roll cage structure.

e Category Three (3): ATV Quad Bikes is defined as in this scope of work as All-terrain
vehicle that travels on low pressure tires, has a seat that is straddled by the operator and
has handlebars.

3.1.1.Each of the categories listed above may be offered to the eligible agency by phase
classification. Below is the definition of each phase:

° Phase One (1) Off-the-Manufacturing-Line: The contractor may offer categories 1-3 for
this phase as listed in the pricing sheet.

° Phase Two (2) On-the-Contractors-Lot: The contractor may offer categories 1-3 for this
phase as listed in the pricing sheet.

3.2 No other items may be purchased or offered under this scope of work that are currently offered
under another statewide contract or that do not specifically match the three categories called out
in section 3.1. listed above.

Solicitation No: BPM0005245 Available online at Page 3 of 37
https://app.az.gov,

ADOT SCOPE OF WORK

Procurement

4. Specific Requirements

4.1.

4.2.

4.3.

Eligible Agencies throughout the State will have varying vehicle needs.

All equipment supplied under this contract shall be new and should be supplied with all
accessories indicated as standard equipment in the manufacturer’s published literature (or
website).

The following fuel types are allowable under this contract. To include but not limited too:
4.3.1. Gasoline

4.3.2. Diesel

4.3.3. Hybrid-Electric Vehicles (HEV)

4.3.4. Electric Vehicles (EV) also called Battery Electric Vehicles (BEV)

4.4. All Motorcycles, Side by Side vehicles and ATV Quad Bikes ordered through Phase 1 (off the line
/ manufacture) shall be Manufacturer's current year models in production throughout the term
of this contract and shall be serviced completely by the Contractor before delivery and ready in
all respects for use.

4.5. Motorcycles, Side by Side vehicles and ATV Quad Bikes ordered through Phase 2 (on the lot)
shall have less than 100 original odometer miles, and be new (have never been previously
owned) unless pre-approved in writing by the Eligible Agency.

4.6. All Motorcycles, Side by Side vehicles and ATV Quad Bikes shall meet requirements of
applicable Arizona Motor Vehicle laws and all other applicable Federal Motor Vehicle Safety
Standards (including the Federal Bridge Formula), whether or not such requirements are
specified in detail.

4.7. The Contractor shall supply a quote/estimate within ten (10) calendar days after receiving a
request from the Eligible Agency. The quotation shall include but not be limited to the
following information:

e State contract number
e Vehicle availability and delivery lead-time
e Vehicle Manufacture Suggested Retail Price (MSRP) price and discount applied
© Itemized options
e Additional Fees /Charges (i.e. destination, transfer or import fees)
e Applicable tax
e Delivery cost
e Total price
e = Point of contact
For Motorcycles, Side by Side vehicles and ATV Quad Bikes requiring up-fit/modifications, all
applicable cost may be included in quotation or as a separate quotation.
Solicitation No: BPM0005245 Available online at Page 4 of 37

https://app.az.gov,

ADOT SCOPE OF WORK

Procurement

4.8. Delivery location shall be identified on the issuing agency purchase order. Deliveries shall be
made within 180 days of receipt of purchase orders, unless factory delays make this impossible.
Dealer shall notify the ordering agency of such delays along with a revised delivery estimate
from the factory immediately after it becomes known. If the manufacturer has a website
available to check order status, this information will be shown in space provided on Pricing
Sheet.

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

4.10.

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

4.10.1.1. M.S.O. (Manufacturer Statement of Origin) that includes the odometer

statement

4.10.1.2. Warranty Document
4.10.1.3. | Manufacturers unaltered invoice
4.10.1.4. Delayed warranty / in service start request form (if requested by ordering

4.11.

4.12.

4.12.1.

4.12.2.

4.13.

4.13.2.

entity)

Contractors are to provide a full line of manufactured new Motorcycles, Side by Side
vehicles and ATV Quad Bikes and all subsequent variants of each Motorcycles, Side by
Side vehicles and ATV Quad Bikes; including: all models and manufacturer options, trim
package, etc. to meet each need of an Eligible Agency.

Motorcycles, Side by Side vehicles and ATV Quad Bikes Up-fit / Modifications

The Eligible Agency may request the awarded Contractor(s) to up-fit/modify any
Motorcycles, Side by Side vehicles and ATV Quad Bikes including both interior and exterior
to meet specific organizational needs.

The Eligible Agency will supply all up-fit/modification requests to the Contractor. The
Contractor shall identify any conditions that apply to the up-fit/modification on a
quotation to the Eligible Agency for review and acceptance before any work commences.

Service Requirements: The contractor may offer Service and or Repairs under this
contract. The following requirements apply:

4.13.1.1. Labor Rates: Labor rates for any labor levels that may be applicable to the
service being offered shall be in accordance with the pricing sheet.

4.13.1.2. Labor rates and labor hours must be itemized on the estimate and invoice to the
eligible agency. If the Contractor’s software limits itemized information, the
Contractor must list the breakdown in the narrative on the estimate and
invoice.

Shop Supplies: Shop Supplies shall not exceed 5% of the total labor cost and will not
exceed a total of $150.00 per job.

Solicitation No: BPM0005245 Available online at Page 5 of 37

https://app.az.gov,

ADOT

Procurement

SCOPE OF WORK

4.13.3. Certifications/Safety Standards/Regulations: The Contractor shall provide all necessary
parts, supplies and labor necessary to perform repairs and shall meet or exceed all
manufacture’s recommendations and standards. Repair services shall be performed in
conformance with all provisions of this contract, legal statutes, code requirements,
industry standards and applicable OEM specifications.

4.13.3.1.

4.13.3.2.

4.13.3.3.

All work under this category shall be performed by qualified personnel.
Qualified personnel must have the training and certification required to perform
the work according to all applicable federal, state and local rules and
regulations. The Contractor shall perform all services in a safe manner for
means, methods, techniques, procedures and safety precautions.

The Contractors shall insure that all work will be professionally diagnosed, and
that repairs will be performed by factory trained and/or certified mechanics, i.e.
certified from the National Institute for Automotive Service Excellence (ASE).
Contractor personnel shall possess all required licenses and certifications to
perform these services. It is the Contractors responsibility to insure safety
standards are met and all Contractors personnel certifications are current.

The Contractor shall comply with all applicable laws and regulations including
but not limited to the following:

4.13.3.3,1. Occupational Safety and Health Administration (OSHA)

4.13.3.3.2. All local, county, state and national laws and regulations

4.13.3.3.3. National Fire Protection Association (NFPA) requirements

4.13.3.3.4. Code of Federal Regulation (CFR) under Tittle 49;

4.13.3.3.5. Federal Motor Carrier Safety Administration (FMCSA) Inspection,
Repair, and Maintenance within Part 396,

4.13.3.3.6. (FMCSA) Parts & Accessories Necessary for Safe Operation within
Part 393,

4.13.3.3.7. (FMCSA) Safety Standards within Part 571,

4.13.3.3.8. The Society of Automotive Engineer (SAE) standards

4.13.4. Parts used in the service or repair: When labor and repair with non-OEM/aftermarket
parts are provided, the following is applicable:

4.13.4.1.

4.13.4.2.

4.13.4.3.

The Contractor shall only use non-OEM/aftermarket parts when OEM parts are
unavailable and approved by the Eligible agency.

The Contractor shall not sell non-OEM/aftermarket parts directly to the eligible
agency. The parts must only be used in a service/repair service.

Pricing for all parts shall be in accordance to the pricing sheet.

Solicitation No: BPM0005245

Available online at Page 6 of 37
https://app.az.gov,

ADOT SCOPE OF WORK

Procurement

5. Contractor’s Responsibilities

5.1, Contractor shall be responsible for processing the registration, licensing, title and plating of all new
Motorcycles, Side by Side vehicles and ATV Quad Bikes ordered, only if requested by the Eligible
Agency.

5.2. The Contractor shall include delivery at no cost to the eligible agencies within the same county as
the contractor resides. The contractor may include a delivery fee for any county outside of the
dealer’s county. Any delivery fees shall be a flat rate charge per county and indicated on pricing
form attachment.

6. Department’s Responsibilities

6.1. The Eligible Agencies will provide final acceptance and approval of any equipment and services
delivered in a timely manner not to exceed 10 calendar days.

6.2. The Eligible Agency will be responsible for any destination fees as applicable. Any additional fees
shall receive prior approval from the eligible agency within 10 days of the received quotation or
estimate. All fees are to be billed as quoted; any changes at the time of shipment will require an
additional written approval from the Eligible Agency.

Solicitation No: BPM0005245 Available online at Page 7 of 37
https://app.az.gov,

ADOT SPECIAL TERMS AND CONDITIONS

Procurement

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

This contract shall be for the use of all State of Arizona departments, agencies and boards. In addition,
eligible universities, political subdivisions and nonprofit educational or public health institutions may
participate at their discretion. In order to participate in any resultant contract, a university, political
subdivision or nonprofit educational or public health institution must have entered into a cooperative
purchasing agreement with the State Procurement Office as required by A.R.S. §41-2632. This
cooperative purchasing agreement must be in effect at the time of order. The Contractor shall verify if
an ordering entity is an eligible cooperative purchasing member before selling materials to or providing
services for them under the contract. The current list of cooperative purchasing members is available on
the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting.

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions,
including cities, counties, school districts, and special districts. Membership is also available to non-
profit organizations, other state governments, the federal government and tribal nations. For reference,
“non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated
by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

Eligible Agencies shall issue a purchase order to the Contractor. Each purchase order must cite the
contract number. This purchase order shall be the only document required for an Eligible Agency to
order and the Contractor to deliver the material and/or service.

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

Solicitation No: BPM0005245 Available online at Page 8 of 37
https://app.az.gov,

ADOT SPECIAL TERMS AND CONDITIONS

Procurement

Contractor shall acknowledge each order from Eligible Agencies in conformance with each agency’s
instructions given at the time of ordering. Orders from eligible cooperative purchasing members create
no obligation on State’s part. Notwithstanding, the Contractor shall fulfill orders under the Contract to
any Eligible Agency. The Contractor's refusal to do so would be a material breach of the Contract.

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

the Contractor in arranging for inspection.

7. DELIVERY

Delivery of the equipment will be an optional item to the eligible agencies. The eligible agency may have
the option to pick up equipment at the eligible agencies own expense.

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

8. INSPECTION AND ACCEPTANCE

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

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

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

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

9. INVOICING and PAYMENT

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

e Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information
Contract Number

Purchase Order Number

Solicitation No: BPM0005245 Available online at Page 9 of 37
https://app.az.gov,

ADOT SPECIAL TERMS AND CONDITIONS

Procurement

10.

11.

Invoice Number and Date

Date the items were shipped to the Department
Contract Line Item Number

Line Item Description or Item or Service
Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)
Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

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

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

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

ESTIMATED USAGE

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

PRICE REDUCTION

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

a. All vehicles are to be billed at prices in effect at the time of order, not the date of shipment.
b. Pricing for vehicles shall include all discounts and deductions, less Federal and State taxes. Pricing
shall be firm for life of contract unless amended by way of contract change order.

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

Solicitation No: BPM0005245 Available online at Page 10 of 37

https://app.az.gov,

ADOT SPECIAL TERMS AND CONDITIONS

Procurement

12. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or
has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to
the contract renewal date. The Contractor shall provide fully documented information which supports
the price increase request. Fully documented means that the request shall present detailed information
and calculations that make it clear how the claimed increase has an impact on the contract unit prices.
All assumptions regarding cost factors that have an impact on the requested increase shall also be
clearly identified and justified. The requested price increase must be based upon a cost increase that
was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the
item concerned. Any price increase adjustment request prior to the time of contract extension will be a
factor in the extension review process. The Department will determine whether the requested price
increase or an alternate option, is in the best interest of the State.

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

14. WARRANTY
The Contractor warrants:

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

2. That all items furnished hereunder shall conform to the requirements of this contract and shall be free
from defects in design materials and workmanship. Any defects of design, workmanship or materials
shall be fully corrected by the Contractor (including parts and labor) without cost to the Department.

3. The warranty period on workmanship and materials shall be based on a minimum of twelve (12)
months from the time of acceptance by the Department.

15. CURRENT PRODUCTS

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

16. PRODUCT DISCONTINUANCE
In the event that a product or model is discontinued by the manufacturer, the Department at its sole

discretion may allow the Contractor to provide a substitute for the discontinued item. The Contractor
shall request authorization to substitute a new product or model and provide the following:

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ADOT SPECIAL TERMS AND CONDITIONS

Procurement

17.

18.

1. A formal announcement from the manufacturer that the product or model has been discontinued.
2. Documentation from the manufacturer that names the replacement product or model.

3. Documentation that provides clear and convincing evidence that the replacement meets or exceeds
all specifications required by the original solicitation.

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

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

CONTRACT ADMINISTRATION

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

NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group
1655 W. Jackson Street, MD 100P
Phoenix, Arizona 85007-3276

b. If intended for the Contractor, to the address as identified in the Contractor’s electronic vendor
profile.

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

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ADOT SPECIAL TERMS AND CONDITIONS

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19, CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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

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

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

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

21. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the
Department. Certificate(s) shall be received within 10 calendar days of notification of contract award by
the Procurement Officer.

21.1 Insurance Requirements

21.1.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have
been discharged, including any warranty periods under this Contract, insurance against
claims for injury to persons or damage to property arising from, or in connection with, the

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ADOT SPECIAL TERMS AND CONDITIONS

Procurement

performance of the work hereunder by the Contractor, its agents, representatives,
employees or subcontractors.

21.1.2 The Insurance Requirements herein are minimum requirements for this Contract and in no
way limit the indemnity covenants contained in this Contract. The State of Arizona in no way
warrants that the minimum limits contained herein are sufficient to protect the Contractor
from liabilities that arise out of the performance of the work under this Contract by the
Contractor, its agents, representatives, employees or subcontractors, and the Contractor is
free to purchase additional insurance.

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

21.2.1 Commercial General Liability (CGL) - Occurrence Form Policy shall include bodily injury,
property damage, and broad form contractual liability coverage.

¢ General Aggregate $2,000,000
* Products — Completed Operations Aggregate $1,000,000
* Personal and Advertising Injury $1,000,000
© Damage to Rented Premises $50,000
© Each Occurrence $1,000,000

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

b. Policy shall contain a waiver of subrogation endorsement, as required by this written
agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees for losses arising from work performed by
or on behalf of the Contractor.

21.2.2 Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non owned automobiles used in

the performance of this Contract.
© Combined Single Limit (CSL) $1,000,000

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

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement
in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities,
officers, officials, agents, and employees for losses arising from work performed by or on behalf
of the Contractor.

Solicitation No: BPM0005245 Available online at Page 14 of 37
https://app.az.gov,