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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FREIGHTLINER OF ARIZONA, LLC
This Linking Agreement (“Agreement”) is entered into as of this day of » 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and Freightliner of Arizona, LLC, an Arizona
limited liability company, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”
RECITALS
A. On January 18 2024, the State of Arizona-ADOT, entered into a contract with Contractor to
purchase the goods and services described in Medium and Heavy Duty Cabs, Chassis and Busses
Contract No. CTR069472 (“Cooperative Agreement”), which is attached hereto as Exhibit A. The
Coopetative Agreement allows its cooperative use by other governmental agencies, including the
City.
B. Section 2-149 of the City’s Procurement Code permits the Matesials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreetnents 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 ptovide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.
At EME:
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 January 18, 2024, until the date the contract terminates on
January 17, 2025, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond Januaty 17, 2029. The initial period of this Agreement is the period from the
Effective Date of this Agreement until January 17, 2025.
B. The City may extend the term of this Agreement for supplemental periods of up to a
maximum of forty-eight (48) months, consistent with an extension of the Cooperative
Agreement. Glendale extensions are not automatic and shall only occur if the City
affirmatively exercises its right to extend this Agreement.
1
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10.
Se f Work: Conditions, an ifications.
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 tetms, conditions and specifications are
specifically incorporated into and ate 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 setvices purchased under this Agreement
shall not exceed eight million dollars ($8,000,000) for the entire term of the Agreement (initial
term plus any extensions).
Cancellation. This Agreement may be cancelled pursuant to A.RS. § 38-511.
Non-discrimination. Contractor must not discriminate against any employee ot 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, 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 Istael. To the extent A.R.S § 35-393 through § 35-393.03 ate 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 ARS § 35-393.
Uyghur Forced Labor Prevention Act (JFLPA). Contractor certifies 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 setvices produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.
ion of P jance. 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.
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11. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the addtess listed below:
Clty of Glendale
c/o Sandy Ressler, Contract Monitor
6210 W. Myrtle Avenue, #111
Glendale, AZ 85301
and
Freightlines of Arizona, LLC
c/o Cory Thompson
9899 W. Roosevelt Street
Tolleson, AZ 85353
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set
forth above.
“City”
City of Glendale, an Atizona
municipal corporation
Kevin R. Phelps
City Manager
ATTEST:
Julie K. Bower (SEAL)
City Cleck
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FREIGHTLINER OF ARIZONA, LLC
EXHIBIT A
STATE OF ARIZONA-ADOT
CONTRACT NO CTR069472
MEDIUM AND HEAVY DUTY CABS, CHASSIS AND BUSSES
DocuSign Envelope ID: 2CB69907-2DA7-4FC3-8970-AE6389A6B3CB
OFFER AND ACCEPTANCE
Procurement
OFFER
TO THE STATE OF ARIZONA:
The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and
amendments of this solicitation and any written exceptions In the offer. Signature also acknowledges receipt of all
pages Indicated in the Table of Contents.
FRECHT en UF ARizoum we
Offeror (Company) Name “Saneture of Person Authorized to Sign Offer
ALAA WI, _ 9905EV Etr st. CoQ) Trowpsod _\s\30]25
Printed Name
esos, we 43393 NEW TR SALES
othe pros Pyvetrel . com 413 -Avt-4400
Emall Address Phone Number
~CAtemgsent Cvvatrielt com 2 - AvF- Ho]
Co Email Address Fax Number
By signature In the Offer section above, the Offeror certifies that the submission of the Offer did not involve
collusion or other anticompetitive practices.
ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)
The Contractor Is now bound to perform based upon Contract Number CTRO69472 induding all
terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the state.
The Contractor Is hereby cautioned not to commence any billable work or provide any material, service or construction under
this contract until contractor recelves a purchase order document.
State of Arizona
Effective this 18 day of January 20 24
DocuSigned by:
Pamela Vouk 12/2024
Awarded Date
Solicitation No: BPM005536 Available online at Page 1. of 4
httos://app.az,.zov
Rev 09/2022
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FREIGHTLINER OF ARIZONA, LLC
EXHIBIT B
Scope of Work
With this Agreement, the City is authorizing purchases of Medium and Heavy Duty Cabs, Chassis and Busses
to be ordered to meet the City's specifications.
These Freightliner and Autocar truck models will be ordered on an as-needed basis. The City is not
guatanteering any minimum quantity but may order vehicles with a maximum aggregate of $8,000,000.
ADOT BOYCOTT OF ISRAEL DISCLOSURE
Procurement
Boycott of Israel Disclosure
Please note that ff any of the following apply to this Sollcitation, Contract, or Contractor, than the Offeror shall select the
“Exempt Solicitation, Contract, or Contractor” option below:
The Solicitation or Contract has an estimated value of less than $100,000;
Contractor Is a sole proprietorship;
Contractor has fewer than ten (10) employees; OR
Contractor is a non-profit organization.
Pursuant to A.R.S, §35-393.01, public entitles are prohibited from entering Into contracts “unless the contract Includes a
written certification that the company Is not currently engaged In, and agrees for the duration of the contract to not
engage In, a boycott of goods or servicas from Israal.”
Under A.R.S, §35-393:
1. "Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are Intended to
limit commercial relations with entitles doing business fn Israel or In territories controlled by Israel, If those actions are taken
either:
(a) Based in part on the fact that the entity does business In israel or in territories controlled by Israel,
(b) in a manner that discriminates on the basis of nationality, national origin or religion and that Is not based on a valid
business reason.
2. “Company” means an organization, association, corporation, partnership, Joint venture, limited partnership, limited lability
partnership, limited Mlability company or other entity or business association, Including a wholly owned subsidiary, majority-
owned subsidiary, parent company or affiliate, that engages In for-profit activity and that has ten or more full-time employees,
3. "Public entity": (a) Means this State, @ political subdivision of this State or an agency, board, commission or department of this
State or a political subdivision of this State. (b) Includes the unlversitles under the Jurisdiction of the Artzona board of regents and
communtty college districts as defined In section 15-1401,
The certification below does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation Issued
pursuant to that section. See A.R.S, §35-393.03.
in compliance with A.R.S, §§35-393 et seq,, all offerors must select one of the following:
mA The Company submitting this Offer does not participate In, and agrees not to participate in during the term of the
contract, a boycott of Israel In accordance with A.R.S. §§35-393 et seq. | understand that my entire response will
_become public record in accordance with A.A.C. R2-7-C317.
1 | The Company submitting this Offer does participate In a boycott of Israel as described In A.R.S. §§35-293 et seq.
Exempt Solicitation, Contract, or Contractor.
Indicate which of the following stataments applies to this Contract:
oD O Solicitation or Contract has an estimated value of less than $100,000;
C1 Contractor Is a sole proprietorship;
Qo th and/
| nessestuanenemumgee LZ»
FREVGUTILIWER OF ARI zed 4 LIC.
Company Name 7 Signeture wr: .on Authorized to Sign
ACVAW. 20 USEVELT ev, Lofy THe w-psed
Address Printed
“TOLLE Son AL 35354 AEW Ruck SALes
Cy State ap Title
Solicitation No: BPMO05S36 Available online at Page of 4
htths://anp.az.zov
(Rev 09/2022)
STATE OF ARIZONA
AN £ jOOT ARIZONA DEPARTMENT OF TRANSPORTATION
; 1655 W. Jackson St., MD 100P
Procurement Phoenix, AZ 85007
REQUEST FOR PROPOSAL
SOLICITATION NUMBER: BPM005536
DESCRIPTION: Medium and Heavy Duty Cabs, Chassis and Busses
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
Senlor Procurement Officer
Phone: 602-712-8520
Email: Tkornell@azdot.gov
This solleltation 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 Arlzong Department of Transportation, in accordance with the provisions of Title VI of the Cuil 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)
712-7466. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.
tas personas que requieran asistencia (dentro de io razonabie} ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602)
712-7466,
Rev. 05/2023
ADOT TABLE OF CONTENTS
Procurement
SECTION
Notice
Table of Contents
Scope of Work
Special Terms and Conditions
Uniform Terms and Conditions
Federal Provisions
EXHIBITS
1- Title VI/Non-Discrimination Assurances Appendix A
2- Title Vi/Non-Discrimination Assurances Appendix E
3— Exhibit 3 Quarterly Usage Report
4 Exhibit 4 Pre-Award Certification for Procurement of Rolling Stock (Recipient)
5- Exhibit 5 Pre-Award Certification for Procurement of Rolling Stock (Vendor}
6- Exhibit 6 On-site Manufacturer Inspection compliance Certification
7- Certification of Final Disadvantaged Business Enterprise (DBE) Payment
Solicitation No: BPM005536 Available online at | Page 2 of 76
https://app.az.gov,
19
37
70
71
72
74
75
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 Medium and Heavy Duty
Cabs, Chassis and Busses.
2. INTRODUCTION AND BACKGROUND
2.1,
2.2.
The State of Arizona Department of Transportation (Department) Is seeking to contract with a
qualified supplier(s) who can provide Medium and Heavy Duty Cabs, Chassis and Busses (all fuel
types, hybrid, and full electric) including but not limited to: Trucks and Vans over 19,500 GVWR
and Busses for the State of Arizona and participating Eligible Agencies. These vehicles will be used
to support official organizational goals. These vehicles will be used on highways, city/county roads
and shall be designed to operate under typical Arizona ambient temperatures.
The State and its Eligible Agencies currently spend an estimated 30 million dollars in the purchase
of Medium and Heavy Duty Cabs, Chassis and Busses annually.
3. GENERAL REQUIREMENTS
3.1,
3.2.
3.3.
3.4.
3.5.
3.6.
The following are the Three categories covered in this Scope of Work:
1.Category One: Phase One (1) Cab, Chassis and Busses Purchases
2.Category Two: Phase Two (2) Off the Lot Cab, Chassis and Busses Purchases
3. Category Three: FTA ( If the Contractor chooses not to bid on the FTA Portion of the contract,
They may still bid on the Solicitation)
Medium and Heavy Duty Cabs, Chassis and Busses shall be new and supplied with all equipment
and accessories indicated as standard equipment In the manufacturer's published literature (or
website). Optional equipment necessary to meet the minimum requirements shall be included.
All Medium and Heavy Duty Cabs, Chassis and Busses ordered through Phase 1 (off the line) shall
be Manufacturer's current year models In production throughout the term of this contract and
shall be serviced completely by the Contractor before delivery and ready in all respects for use.
For the initial contract period; vehicles shall be new model year 2023 or greater.
Medium and Heavy Duty Cabs, Chassis and Busses ordered through Phase 2 (on the lot) shall be
new (have never been previously owned) unless pre-approved in writing by the Eligible Agency.
All Medium and Heavy Duty Cabs, Chassis and Busses shall meet requirements of applicable
Arizona Motor Vehicle laws and ail other applicable Federal Motor Vehicle Safety Standards
(including the Federal Bridge Formula), whether or not such requirements are specified in detail.
For Phase Two (2) Medium and Heavy Duty Cabs, Chassis and Busses, the Contractor shall supply a
quote within five (14) calendar days after recelving a request from the Eligible Agency. The
quotation shall include but not be limited to the following information: State contract number,
Solicitation No: BPMOOS536 ] Available online at Page 3 of 76
https://app.az.gov,
ADOT SCOPE OF WORK
Procurement
3.10
vehicle availability and delivery lead-time, Vehicle Identification Number (VIN), dealer stock
number, vehicle base bid price, itemized options, applicable tax, delivery cost, total price, and
point of contact. For vehicles requiring up-fit/modifications, all applicable cost may be included in
quotation or as a separate quotation.
For Phase One (1) the Contractor shall confirm vehicles have been ordered unless impossible due
to manufacture delay within ninety (90) calendar days after receipt of a purchase order. If
confirmation Is not received within this timeframe the Ellglble Agency has the option to award to
the second lowest bidder meeting specifications. This shall be considered a mandatory
requirement and the timeframe must be met unless there is a manufacture delay. Failure to
provide this document for each vehicle ordered may be cause for determination of default of
contract.
4. SPECIFIC REQUIREMENTS
4.1,
4.2,
4,3.
4.4,
Solicitation No: BPM005536 Available online at j Page 4 of 76
The Contractors are encouraged to provide a full line of Medium and Heavy Duty Cabs, Chassis
and Busses (gasoline, hybrid, full electric) including but not limited to the following categories:
Trucks and Vans over 19,500 GVWR and Busses. Eligible Agencles throughout the State will have
varying vehicle needs. Contractors are to provide a full line of manufactured Medium and Heavy
Duty Cabs, Chassis and Busses and all subsequent variants of each vehicle; including but not be
limited to: models and manufacturer options, trim package, etc. to meet each need of an Eligible
Agency.
The following fuel types are allowable under this contract are to Include but are not limited to.
4.2.1. Flexible Fuel Vehicles (FFV) also called Ethanol or £85
4.2.2. Diesel
4.2.3. Gasoline
4.2.4. Compressed Natural Gas (CNG): CNG systems must be O.E.M. or O.E.M. approved
4.2.5. Hybrid-Electric Vehicles (HEV)
4.2.6. _ Electric Vehicles (EV) also called Battery Electric Vehicles (BEV)
4.2.7. Propane
Vehicle Up-fit / Modifications
4.3.1. The Eligible Agency may request the awarded Contractor(s) to up-fit/modify any vehicle
for specific organizational needs. For example, Chassis’ may requlre a specialized body
(l.e.: dump body, landscape body, etc.). Other cab and chassis’ require interior and/or
exterior modifications per the individual Eligible Agency's request.
4.3.2, The Eligible Agency will supply all up-fit/modification requests to the Contractor. The
Contractor shall identify any conditions that apply to the up-fit/modification on a
quotation to the Eligible Agency for review before any work commences.
Minimum Medium and Heavy Duty Cabs, Chassis and Busses Requirements: All prices shall include
the following equipment:
bttos://app.az.gov/
ADOT SCOPE OF WORK
Procurement
45,
4.6.
47,
4.8.
45.1 All standard factory equipment
4.5.2 Automatic transmission [maximum towing/payload capacity shall be provided upon
request)
4.5.3 Bluetooth capabilities
4.5.4 AM/FMradio
45.5 Crulse Control {if available)
4.5.6 Power Door Locks/Power Windows
45.7 Power Mirrors when available
45.8 Four (4) entrance tools (in any combination allowed; keyless entry remotes, integrated
or smart keys, standard cut keys) per vehicle.
a. Type of keys to be provided shall be indicated on quote.
4.5.9 Air conditioning
a. Rear air conditioning on all vehicles, when available
45.10 Cloth seats
4.5.11 Rear view mirrors including on driver and passenger doors
a. Rear view mirrors on driver and passenger front doors, largest available without
upgrading vehicle options package.
b. Back up Camera (if requested by the Eligible Agency or Cooperative)
4.5.12 Arizona legal tinted glass
4.5.13. Minimum of 1 USB charging Ports
4.5.14 — Front tow hooks (Specific Requirements for Trucks only when available)
Decals ~ Decals or markings of any type pertaining to advertisement other than those installed by
the manufacturer such as name and model shall not be attached to any vehicle.
Fluid Requirements — Contractor shall be responsible for notifying the eligible agency of special
fluid requirements that are necessary to maintain standard and extended warranties and service
agreements i.e. transmission fluid, anti- freeze, oils and lubricants that must be Original
Equipment Manufacturer (OEM) only.
Service Requirements — All vehicles shall be completely assembled, serviced, adjusted and all
equipment including standard and optional equipment shall be installed and the units made ready
for continuous operation. Servicing requirements shall include, but not Ilmited to, the following:
4.7.1. Complete lubrication
4.7.2. Checking of all fluid levels to insure that they are filled to the manufacturer's
recommended capacity
4.7.3. Full tank(s) of fuel and DEF (diesel exhaust fluid) if required, less delivery fuel and DEF
4.7.4, Engine adjustment to proper operation condition
4.7.5. Tire inflation to correct pressure
4.7.6. Checking of all mechanical and electrical operations
4.7.7. Checking for any appearance defects
4.7.8. Cleaning, removal of all unnecessary tags and stickers, washing if necessary
Special Title Requirement — There may be a requirement for the title on some vehicles purchased
to be titled to other than the ordering eligible agency. The State has programs that require
Solicitation No: BPMO05536 ~ Available online at Page 5 of 76
https://app.az.gov,
ADOT SCOPE OF WORK
Procurement
equipment purchased from special funds be returned to the State’s communities. These purchases
will be made for authorized political subdivisions.
5. DELIVERY
5.1.
5.2.
5.3.
5.4.
Delivery location shall be identified on the Issuing agency purchase order. Dealer shall notify the
Eligible agency with an estimated delivery date. If factory delays make this impossible for the
dealer to deliver when estimated, dealer shall notify the Eligible agency of such delays along with a
revised delivery estimate from the factory immediately after it becomes known.
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 anticlpated time of delivery and number of unlts to be delivered.
Ali vehicles shall be delivered with four (4) entrance tools and a full tank(s) of fuel, less delivery
fuel.
The following documents shall be provided upon delivery of the Medium and Heavy Duty Cabs,
Chassis and Busses:
5.4.1 M.S.O. (Manufacturer Statement of Origin) that includes the odometer statement
5.4.2 Warranty Document
5.4.3 Delayed warranty / in service start request form (if requested by ordering entity)
5.4.4 Level 1 Inspection if applicable, completed before delivery
6. CONTRACTOR’S RESPONSIBILITIES
6.1,
6.2,
6.3.
Contractor shall be responsible for processing the registration, licensing, title and plating of all
Medium and Heavy Duty Cabs, Chassis and Busses ordered only if requested by the Eligible
Agency.
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.
In addition to section 4.3.2 above quotes will include the vehicle’s MSRP price and the percentage
off of MSRP as separate line items.
7. DEP, El ESPONSIBILITIES
7.1. The Eligible Agencies will provide final acceptance and approval of any Medium and Heavy Duty
Cabs, Chassis, Busses delivered in a timely manner.
Solicitation No: BPM005536 Available online at Page 6 of 76
https://app.az.gov,
ADOT SPECIAL TERMS AND CONDITIONS
‘Procurement SS
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.
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.
_ 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 thelr discretion. In order to particlpate 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, countles, 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.
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.
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 materlal 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
Solicitation No: BPM00S536 Avallable online at Page 7 of 76
https://app.az.gov,
ADOT SPECIAL TERMS AND CONDITIONS
‘Procurement = —
actlon is subject to the legal and contractual remedies available to the State inclusive of but not
Itmited to contract cancellation, suspension and/or debarment of the Contractor.
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
6.1 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 responsibllity 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 OD ERY
7.1 Delivery address will be listed on the Purchase order Issued the eligible agency.
7.2 Deliveries shall be completed In accordance with the requirements of the contract.
7.3 Delivery of the product does not constitute acceptance.
8. INSPECTION AND ACCEPTANCE
8.1 Each item delivered shall be subject to a complete inspection by the Department within 20 days
after delivery. Inspection criteria shall include, but not be limited to, conformity to the
specifications, workmanship, quality and materials.
8.2 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.
8.3 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.
8.4 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 ata
minimum:
e Department Location’s Name and Address
© Vendor Name, Remit to Address and Contact Information
e Contract Number
Sollcitation No: BPM005536 ] Available online at | Page 8 of 76
https://app.az.gov,;
ADOT SPECIAL TERMS AND CONDITIONS
Procurement
Purchase Order Number
Involce 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
tnvolces 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
perlod.
Payment due dates, including discount periods, will be computed from the date of acceptance or date
of correct Invoice (whichever Is later) to the date the Department's warrant is mailed.
10. ESTIMATED USAGE
The Department anticipates considerable usage under this contract. The Department reserves the
right to Increase or decrease actual quantities ordered as circumstances may require. No guarantees
are made concerning actual purchases under this contract.
11. PRICING
11.1 Phase 1 and 2 pricing
Medium and Heavy Duty Cabs, Chassis and Busses shall be a minimum percentage off of MSRP, less
the manufacturers rebates and any additional discounts available for that model/power-train
combination.
11.1.1 Contractor shall provide a copy of manufacturer's invoice to the ordering agency upon
request. The manufacturer's Invoice shall be unaltered to include original pricing from the
manufacturer.
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11.1.2 Transportation costs to transfer a vehicle from another dealer for a Phase 2 or purchase
from stock may be added to the cost of the vehicle. The justification for this cost is at the
discretion of the Eligible Agency.
11.1.3 Any reference to Phase 1 pricing shall be in reference to Cabs, Chassis and Busses ordered
prior to the factory cut-off date.
11.1.4 Any reference to Phase 2 pricing shall be in reference to Cabs, Chassis and Busses purchased
from stock or “on the lot”.
11.1.5 Phase 2 pricing shall recelve the same cost considerations as Phase 1 pricing, all discounts
and rebates should be passed onto the Eligible Agency.
11.1.6 All Cabs, Chassis and Busses are to be billed at prices In effect at the time of order, not the
date of shipment.
11.1.7 Pricing for vehicles shail include all discounts and deductions, less Federal and State taxes.
11.1.8 Pricing is all-inclusive, all administrative, reporting, or other requirements, all overhead
costs and profit and any other costs toward the accomplishment of the requirements in the
Contract are Included in the pricing provided.
11.1.9 As changes to Cabs, Chassis and Buss models occur through out the year, contractor may
submit request to update models being offered. The discount off of MSRP shall remain the
same unless a price increase Is submitted per section 13 below in the terms and conditions
11.2 Supplier warrants that, for the term of the Contract, the prices and discounts set out in the offeror
and response form, including any subsequent agreed amendment to It the Contract Pricing, will be
equal to or better than the lowest prices and largest discounts, both separately and In combination,
at which Contractor sells equivalent items of equipment and materials.
1,1, LARGE VOLUME DISCOUNT PRICING: An Eligible Agency may seek to obtain additional volume
discount pricing for large orders provided Contractor Is willing to offer additional discounts for
large volume orders. No amendment to this Contract is necessary for Contractor to offer discount
pricing to an Eliglble Agency for large volume purchases.
12. 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.
13. PRICE INCREASE
The Department will review fully documented requests for price Increases for any contract which
will or has been in effect for twelve (12) months. The request shall be submitted no less than 60
days prior to the contract renewal date. The Contractor shall provide fully documented Information
which supports the price increase request. Fully documented means that the request shall present
detalled information and calculations that make it clear how the claimed increase has an impact on
the contract 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 tlme of contract extension will be a factor in the extension review process. The
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Department will determine whether the requested price Increase or an alternate option, is in the
best interest of the State.
14. 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.
15. 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 All Cabs, Chassis and Busses supplied under these specifications shall be warranted by the
Vehicle(s) manufacturers Standard Warranty against mechanical and electrical defects from the
date vehicle(s) Is placed in service.
3 This warranty shall cover such Items as actual repair labor, parts, and shipping charges to and from
the nearest service facility or other designated repair depot.
4 Any defects of design, workmanship or material, shall be fully corrected by the vendor without cost
to the state agency or political subdivision.
5 The written warranty shall be Included with the dellvered vehicles to the Eligible Agency.
16. CURRENT PRODUCTS
All products supplled 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.
17, 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:
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.
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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.
18. 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.
19, 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:
If intended for the State, to:
Arizona Department of Transportation, Procurement Group
1655 W. Jackson Street, MD 100P
Phoenix, Arizona 85007-3276
If Intended for the Contractor, to the address as identified in the Contractor's electronic vendor
profile. Or to such other address as either party may from time to time furnish in writing to the
other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date
such notice Is received as shown on the return receipt. Furthermore, such notice may be given by
delivering personally such notice, if intended for the State, to the Arizona Department of
Transportation, Procurement Officer and, if intended for the Contractor, to the person named on
the Offer & Contract Award of this contract, or to such other person as elther party may from time
to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be deemed
to have been given as of the date such notice is personally delivered to the other party.
20. CANCELLATION FOR POSSESSION EAPONS O! T PROPE!
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.
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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."
21, 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 clalm or amount arising out of, or recovered under, the Workers’
Compensation Law or arising out of the fallure of such Contractor to conform to any federal, state,
or local law, statute, ordinance, rule, regulation, or court decree, it Is the specific intention of the
parties that the Indemnitee shall, in all Instances, except for Clalms 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.
22. INSURANCE REQUIREMENTS
The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the
Department. Certifleate(s) shall be received within 10 calendar days of notification of contract
award by the Procurement Officer.
22.1. Contractor and subcontractors
Shall procure and maintain, until all of their obligations have been discharged, including any
warranty periods under this Contract, insurance agalnst claims for Injury to persons or
damage to property arising from, or in connection with, the performance of the work
hereunder by the Contractor, its agents, representatives, employees or subcontractors,
22.2. The insurance Requirements
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