Linking Agreement with Mohawk Lifts, LLC.

City of Glendale — Special (2024-11-06)

Extracted text (via pymupdf) 226114 characters

1
10/05/2023
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MOHAWK LIFTS LLC
Thi
into as of this
day of
, 2024, between
the City of Glendale, an Arizona municipal corporati
Delaware corporation, authorized to do business in Arizo
RECITALS
A.
On November 21, 2023, the State of Arizona, a member of the Arizona Cooperative Program, entered
into a contract with Contractor to purchase the goods and services described in CTR067286
ich is attached hereto as Exhibit A. The Cooperative Agreement
allows its cooperative use by other governmental agencies, including the City.
B.
ement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.
C.
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. Cont
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 Novemer 21, 2023, until the date the contract terminates
on March 31, 2028, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond March 31, 2033. The initial period of this Agreement is the period from the Effective
Date of this Agreement until March 31, 2028.
B.
The City may extend the term of this Agreement for five (1) 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 this Agreement 30 days prior to the anniversary of the
Effective Date. Glendale extensions are not automatic and shall only occur if the City
affirmatively exercises its right to extend this Agreement.

2
10/05/2023
2.
Scope of Work; Terms, Conditions, and Specifications.
A.
Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.
B.
Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.
3.
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 fifty-one thousand dollars ($51,000) annually or one-hundred thousand
dollars ($100,000) for the entire term of the Agreement (initial term plus any extensions).
4.
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.
5.
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, warrants
compliance with this section.
6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.
7.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
A.R.S. § 41-4401.
8.
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.
9.
Uyghur Forced Labor Prevention Act (UFLPA). 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 Peopl
b.
any goods or services produced by the fo
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 China.
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.

3
10/05/2023
11.
Notices. Any notices that must be provided under this Agreement s
respective authorized representatives at the address listed below:
City of Glendale
c/oChief of Police
6835 North 57th Drive
Glendale, AZ 85301
and
Mohawk Lifts LLC
c/
PO Box 110
Amsterdam, NY 12010
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set
forth above.
City of Glendale, an Arizona
municipal corporation
By:
____________________________
Kevin R. Phelps
City Manager
Mohawk Lifts LLC,
a Delaware corporation
By:
____________________________
Name:
Title: Authorized Signer
ATTEST:
___________________________
Julie K. Bower
(SEAL)
City Clerk
APPROVED AS TO FORM:
___________________________
Michael D. Bailey
City Attorney

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MOHAWK LIFTS LLC

EXHIBIT A
STATE OF ARIZONA COOPERATIVE CONTRACT CTR067286

NASPO ValuePoint
PARTICIPATING ADDENDUM
VEHICLE LIFTS AND GARAGE EQUIPMENT
Led by the State of Louisiana
Page 1 of 4
Master Agreement #:
CW7258
Contractor: Mohawk Lifts LLC
Participating Entity:
STATE OF ARIZONA
Scope and Participation:
1.
Scope:
This Participating Addendum includes the entire scope of the products and services
available through the Master Agreement (Vehicle Lifts and Garage Equipment).
This Participating Addendum includes the entire scope of the products and services
available through the Master Agreement, except the following:
Any scope exclusions specified herein apply only to this Participating Addendum and shall not
amend or affect other participating addendums or the Master Agreement itself.
2.
Participation: This Participating Addendum covers participation of Participating Entity in the
above-referenced Master Agreement between the State of Louisiana and Contractor for
Vehicle Lifts and Garage Equipment. This Participating Addendum may be used by all State
Agencies as well as members of the State of Arizona Purchasing Cooperative. Issues of
interpretation and eligibility for participation are solely within the authority of the State Chief
Procurement Official.
3.
Term:
This Participating Addendum shall become effective as of the date of the last signature
below and shall terminate upon the expiration or termination of the Master Agreement, as
amended, unless the Participating Addendum is terminated sooner in accordance with the
terms set forth herein.
This Participating Addendum shall become effective as of the date of the last signature
below and shall terminate on [date], unless terminated sooner or otherwise amended in
accordance with the terms set forth herein. Notwithstanding the previous, in no event shall
the term of the Participating Addendum exceed the term of the Master Agreement, as
amended.
4.
Primary Contacts: The following (or their named successors) are the primary contact
individuals for this Participating Addendum:
EXHIBIT A
Participation: This Participating Addendum covers participation of Participating Entity in the
p
p
g
p
p
p
g
y
above-referenced Master Agreement between the State of Louisiana and Contractor for
g
Vehicle Lifts and Garage Equipment. This Participating Addendum may be used by all State
g
q p
p
g
y
y
Agencies as well as members of the State of Arizona Purchasing Cooperative. Issues of
g
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p
interpretation and eligibility for participation are solely within the authority of the State Chief
p
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Procurement Official.

NASPO ValuePoint
PARTICIPATING ADDENDUM
VEHICLE LIFTS AND GARAGE EQUIPMENT
Led by the State of Louisiana
Page 2 of 4
CONTRACTOR:
Name:
Mohawk Lifts
Address:
65 Vrooman Ave. Amsterdam, NY 12010
Telephone:
800-833-2006
Fax:
Email:
contracts@mohawklifts.com
PARTICIPATING ENTITY:
Name:
State of Arizona
Address:
1400 West Washington Street, Suite 300, Phoenix, Arizona 85007
Telephone:
602-695-6602
Fax:
Email:
john.redhorse@azdoa.gov
5. Participating Entity Modifications and Additions to the Master
Agreement
[Removable Instruction: Check one of the boxes below. If Participating Entity has no changes or
additions to the terms and conditions of the Master Agreement, check the first box.]
This Participating Addendum incorporates all terms and conditions of the Master Agreement
as applied to the Participating Entity and Contractor.
This Participating Addendum incorporates all terms and conditions of the Master Agreement
as applied to the Participating Entity and Contractor, subject to the following limitations,
modifications, and additions:
Any limitations, modifications, or additions specified herein apply only to the agreement and
relationship between Participating Entity and Contractor and shall not amend or affect other
participating addendums or the Master Agreement itself.
5.1.
Definition
refers to the NASPO ValuePoint Master Agreement resulting from the NASPO
ValuePoint Solicitation, as defined therein, and as modified by this Participating
Addendum (including the Uniform and Special Instructions to Offerors, the Uniform and
Special Terms and Conditions, and the Specifications and Statement or Scope of Work)
and any Amendments to either the NASPO ValuePoint Master Agreement or the
Participating Addendum.

NASPO ValuePoint
PARTICIPATING ADDENDUM
VEHICLE LIFTS AND GARAGE EQUIPMENT
Led by the State of Louisiana
Page 3 of 4
5.2.
The following attachments are hereby incorporated into this Participating Addendum
6.
Master Contract and Participating Addendum Order of Precedence
6.1
State of Arizona Participating Addendum
6.2
State of Louisiana NASPO ValuePoint Master Agreement
6.3
The Solicitation including all Addendums; and
6.4
Contract Vendors response to the Solicitation.
7.
Subcontractors: All contractors, dealers, and resellers authorized to provide sales and
specific webpage, may provide sales and service support to users of this Participating
accordance with the terms and conditions set forth in the Master Agreement.
8.
Orders: Any order placed by Participating Entity or a Purchasing Entity for a product or
service offered through this Participating Addendum shall be deemed to be a sale under,
and subject to the pricing and other terms and conditions of, the Master Agreement unless
the parties to the order agree in writing that another contract or agreement applies to the
order.

NASPO ValuePoint
PARTICIPATING ADDENDUM
VEHICLE LIFTS AND GARAGE EQUIPMENT
Led by the State of Louisiana
Page 4 of 4
IN WITNESS, WHEREOF, the parties have executed this Participating Addendum as of the
date of execution by both parties below.
PARTICIPATING ENTITY
CONTRACTOR
Signature:
Signature:
Name:
John Red Horse
Name:
Title:
Title:
Date:
Date:
For questions regarding NASPO ValuePoint Participating Addendums, please contact the
Cooperative Contract Coordinator team at ccc@naspovlauepoint.org.
Fully executed NASPO ValuePoint Participating Addendums must be submitted via email in
PDF format to pa@naspovaluepoint.org.
Steve Perlstein
President
11/21/2023

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
1.6.
Contract Terms and Conditions: The Special Terms and Conditions and the Uniform
Terms and Conditions taken collectively.
1.7.
Contractor: The Person identified on the Accepted Offer who has entered into the
Contract with the State.
1.8.
Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.
1.9.
Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a
State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable
Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative
member cannot be a Co-Op Buyer. For referenc
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
A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under
Section 501(c)(3) through 501(c)(6) of the tax code.
1.10.
Eligible Agency:
1.10.1. If the Special Terms and Conditions indi
university, commission, or board identified therein.
1.10.2. If the Special Terms and Conditions indicate that the Contract is a mandatory
agency, university, commission, or board.
1.10.3. If the Special Terms and Conditions indi
of Arizona department, agency, university, commission, board, or any Co-Op Buyer.
document of the Solicitation.
1.12.
Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a
Contractor to perform some or all of the Work. Whether the Contract will have one
Order or many Orders depends on the scope of the Contract and how the State will use
it. The Special Terms and Conditions provide that information. Any of the following are
1.9.
Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a
Cooperative Purchasing Ag
State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable
Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative
member cannot be a Co-
o-
encompassing
g
-7-101(23).
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 ref
n-profit org
fined in
A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under
Section 501(c)(3) through 501(c)(6) of the tax code.
1.10.
Eligible Agency:
1.10.1. If the Special Terms and Conditions in
gle-ag
gible Ag
ticular State of Arizona agency,
university, commission, or board identified therein.
1.10.2. If the Special Terms and Conditions indicate that the Contract is a mandatory
s
gible Ag
agency, university, commission, or board.
.
1.10.3. If the Special Terms and Conditions indica
contract available for use by Co-
gible Ag
of Arizona department, agency, university, commission, board, or any Co-Op Buyer

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of
Administration State Procurement Office policy document Technical Bulletin No. 020, The
ate eProcurement System. Technical Bulletin
No. 020 is available online at:
https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf
department, agency, university, commission, or board that has executed the Contract.
With respect to administration or rights, remedies, obligations and duties under the
ch Eligible Agency or Co-Op Buyer who has
issued the Order.
1.16.
State Indemnitees: Collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents, and
employees.
1.17.
Work: The totality of the Materials and the Services and all the acts of administration,
creation, production, and performance necessary to fulfill and incidental to fulfilling all of
Contractor's obligations and duties under the Contract in conformance with the Contract
and applicable laws.
2. Contract Interpretations
2.1.Usage. Where the Contract:
be a reference to the Contractor and all Subcontractors, whether they are first-tier
Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-
representatives, and employees in every instance unless the context plainly requires
that it is a reference only to Contractor as apart from Subcontractors.
terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent,
and freedom to act so far as any regulatory or operative constraints permit in the
relevant circumstances, provided that: (a)
discretion extends to whatever is most advantageous to State; and (b) where written
ned by what is fair, reasonable, and as
accommodating of the respective best interests of both parties as practicable under
the circumstances;

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
to be interpreted as in A.A.C. R2-7-101(44) [Definitions
interpreted as conveying compulsion or strict necessity;
event, outcome, action, etc., the term is to
be interpreted as conveying contingency or non-discretionary conditionality; and
outcome, action, etc., the term or phrase is to be interpreted as conveying such
instance.
2.2.Contract Order of Precedence
2.2.1.
Complementary Documents. All of the documents forming the Contract are
complementary. If certain work, requirements, obligations, or duties are set out only
in one but not in another, Contractor shall carry out the Work as though the relevant
Work, requirements, obligations, or duties had been fully described in all, consistent
with the other documents forming the Contract and as is reasonably inferable from
them as being necessary to produce complete results.
2.2.2.
Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents
forming the Contract and their provisions, they are to prevail in the following order,
descending from most dominate to most subordinate, provided that, among
categories of documents or provisions having the same rank, the document or
provision with the latest date prevails. Information being identified in one document,
but not in another, is not to be considered a conflict or inconsistency.
2.2.2.1.
Contract Amendments;
2.2.2.2.
The final Contract Documents, in the following order:
(1) Special Terms and Conditions;
(2) Exhibits to the Special Terms and Conditions;
(3) Uniform Terms and Conditions;
(4) Scope of Work;
(5) Exhibits to the Scope of Work;
(6) Specifications; and

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
(7) Any other documents referenced or included in the Solicitation;
2.2.2.3.
Orders, in reverse chronological order; and
2.2.2.4.
Accepted Offer.
2.2.3.
Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the
Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or
Accepted) and was subsequently made into an Exhibit, or its content was
incorporated into one of the other Contract documents, then that Attachment no
into some other Contract document. In every other case, an Attachment and the
Offeror data therein remain part of the Accepted Offer for purposes of precedence
and contractual effect.
3. Contract Administration and Operation
3.1.
Term of Contract. The term of the Contract will commence on the date indicated on the
Acceptance and continue through March 31, 2028 unless canceled, terminated, or
permissibly extended.
3.2.
Contract Extensions. In the event the NASPO Master Agreement has been extended
beyond March 31, 2028, the State may at its discretion extend the initial Contract term
in increments of one (1) or more months and do so one or more times, provided that
the maximum aggregate term of the Contract including extensions do not exceed the
maximum aggregate term of five (5) years.
3.3.
Notices and Correspondence
3.3.1.
To Contractor. State shall address all Contract correspondence other than formal
notices to the email address indicated as
and address any required notices to Contract
been amended during the term of the Contract.
3.3.2.
To State. Contractor shall address all Contract correspondence other than format
eProcurement System Summary for State; and address any required notices to State
eProcurement System and via mail to the following mailing address:
3.1.
Term of Contract. The term of the Contract will commence on the date indicated on the
Acceptance and continue through March 31, 2028 unless canceled, terminated, or
permissibly extended.
3.2.
Contract Extensions. In the event the NASPO Master Agreement has been extended
beyond March 31, 2028, the State may at its discretion extend the initial Contract term
in increments of one (1) or more months and do so one or more times, provided that
the maximum aggregate term of the Contract including extensions do not exceed the
maximum aggregate term of five (5) years.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
Arizona Department of Administration
State Procurement Office
1400 West Washington Street, Suite 300
Phoenix, AZ 85007
3.3.3.
Changes. State may change the designated Procurement Officer, update contact
information, or change the applicable mailing address.
3.4.
Signing of Contract Amendments. Contractor
if the Contract Amendment only covers either:
3.4.1.
extension of the term of the Contract within the maximum aggregate term; or
3.4.2.
modifications of a clerical nature that have no effect on terms, conditions, price,
scope, or other material aspect of the Contract.
give it effect.
3.5.
Click-through Terms and Conditions. If either party uses a web-based ordering system,
an electronic purchase order system, an electronic order acknowledgement, a form of
an electronic acceptance, or any software based ordering system with respect to the
that an Electronic Ordering System is for ease of administration only, and Contractor is
hereby given notice that the persons using Electronic Ordering Systems on behalf of
State do not have any actual or apparent authority to create legally binding obligations
that vary from the terms and conditions of the Contract. Accordingly, where an
subject to any terms and conditions in using an Electronic Ordering System, any such
terms and conditions are deemed void upon presentation. Additionally, where an
authorized State user is required to accept or be made subject to any terms and
conditions in accessing or employing any Materials or Services, those terms and
conditions will also be void.
3.6.
Books and Records
3.6.1.
Retain Records. In addition to the audit rights detailed in the Uniform Terms and
Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor shall
retain and shall contractually require each Subcontractor to retain books and records
relating to any cost and pricing data submitted in satisfaction of § 41-2543 for the
period specified in the statute.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
3.6.2.
Usage Information. Additionally, any and all information (including, but not limited
to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage
Contractor catalog sales) shall be considered public information or information that
can be shared with and distributed by the State freely and for any purpose under the
Conditions [Ownership of Intellectual Property]. Any modifications to this Contract
notwithstanding, the State shall have free use of any and all information related to
Eligible Agency or Co-Op Buyer purchasing. Upon request by the State, Contractor
shall promptly provide the State with any usage information requested and shall not
attempt to limit the State's use in any way.
3.6.3.
Right To Audit. The retained books and records are subject to audit by State during
that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall
contractually require each Subcontractor to retain books and records relating to
performance under the Contract for the period specified in the statute and those
retained books and records are subject to audit by State during that period.
3.6.4.
Auditing. Contractor or Subcontractor shall either make all such books and records
under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or
produce the records at a designated State
mand, the choice of
unreasonably interfere with normal business activities.
3.7.Subcontract
3.7.1.
Initial list. At the time of Contract ex
were identified in Attachment Proposed Subcontractors to the Accepted Offer
[Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer
nsent for Contractor to enter into a
Subcontract with each candidate, which Contractor shall do as promptly as necessary
to ensure its ability to carry out the Work in a timely manner.
3.7.2.
Additional names. Contractor shall not enter into a Subcontract to perform Work
under the Contract, without first obtainin
with any prospective Subcontractor that (a) was not listed on the Attachment
Proposed Subcontractors at time of Contract execution or (b) is for any Materials or
Services categories other than the ones for which they were previously consented.
For either case (a) or (b), Contractor shall submit a written request sufficiently in
advance of the need date for those materials or services so that performance under
the Contract is not impaired. Procurement Officer may request any additional

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
information he or she determines is necessary to assess the submittal, and may
withhold consent pending it. Approval of additional subcontractors shall be added to
the Contract by a bilateral Contract Amendment.
3.7.3.
Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the
Contract into every Subcontract by inclusion or by reference, as appropriate. When
making any post-execution consent requests, Contractor shall include its warrant
that it will do the same for the pending Subcontracts covered by the request.
Entering into Subcontracts will not relieve Contractor of any of its obligations or
duties under the Contract, including, among other things, the duty to supervise and
coordinate the work of Subcontractors. Nothing contained in any Subcontract will
create or is to be construed as creating any contractual relationship between State
and the Subcontractor.
3.8.Orders
3.8.1.
Order Sufficiency. The Contract was awarded in accordance with the Arizona
Procurement Code; the transactions and procedures required by the Arizona
Procurement Code for competitive source selection have been met. An Order issued
that cites the correct State contract number will suffice to authorize the Contractor
to provide the Materials and perform the Services covered by that Order.
3.8.2.
Order Terms. All Orders are subject to the Contract Terms and Conditions; an Order
cannot modify the Contract Terms and Conditions. Any Contractor terms added to
quotes or otherwise unilaterally added to Eligible Agency or Co-Op Buyer Orders are
null and void.
3.8.3.
Orders are Obligatory. Until the expiration or earlier termination of the Contract,
State may issue and Contractor shall accept Orders that make proper reference to
the Contract and are permissible hereunder, provided that, Contractor is not obliged
to accept any Order that is not consistent with the then-current pricing, lead times,
specifications, or payment provisions of the Contract. Contractor shall fulfill and
complete any Orders that are begun but not yet completed as of expiration or earlier
termination of the Contract unless State instructs otherwise at the time.
3.8.4.
No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar
amount, item count, services volume, or services duration on Orders; (b) State makes
no commitment of any kind concerning the quantity or monetary value of activity
actually initiated or completed during the term of the Contract; (c) Contractor shall
only deliver or perform as authorized by Orders; and (d) State is not limited as to the
number of Orders it may issue for the Contract. For clarity of intent, the foregoing

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op
Buyer issues it.
3.8.5.
Non-contracted Materials or Services. Any attempt to knowingly represent for sales,
marketing, or related purposes that Materials or Services not specifically awarded
are under a State contract is a violation of the Contract and law.
3.9.
Order Cancellations. State may cancel Orders within a reasonable period after issuance
and at its discretion. The same method used for ordering will be used for cancellation.
3.9.1.
If State cancels an Order, then State shall:
3.9.1.1.
pay Contractor for any portion of the Materials and Services from that Order
that have been properly delivered or performed as of the cancellation
effective date; and
3.9.1.2.
reimburse Contractor for actual, documented costs incurred in fulfilling the
Order up to the cancellation effective date and the cost of any obligations
incurred in fulfilling the Order up to the cancellation effective date that
demonstrably cannot be canceled or that have pre-established cancellation
penalties specified in the relevant Subcontracts, to the extent the penalties
are reasonable and customary for the work in question.
3.9.2.
Contractor shall not charge or be entitled to charge State for any new costs it incurs
after receiving the cancellation notice; State is not liable for any Materials that were
produced, shipped, or delivered, or Services that were performed before Contractor
had acknowledged the corresponding Order.
3.9.3.
State shall also be able to cancel Orders freely and without any further obligation at
3.10.
The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple
purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632
and A.A.C. R2-7-1002(B)) that can be purchased against by some or all Eligible Agencies
and any Co-Op Buyers that elect to participate. Even if only one Eligible Agency needs or
elects to purchase against the Contract, it is to be construed as being a cooperative
contract hereunder.
3.10.1. Contractor shall verify if an ordering entity is a current Co-Op Buyer before selling
Materials to or providing Services for them under the Contract. The current list of Co-
Op Buyers is available on the State Procurement Office website:
https://spo.az.gov/programs/cooperative
3.10.1. Contractor shall verify if an ordering entity is a current Co-Op Buyer before selling
Materials to or providing Services for them under the Contract. The current list of Co-
Op Buyers is available on the State Procurement Office website:
https://spo.az.gov/programs/cooperative

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
3.10.2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times
and other terms and conditions under which it sells to Eligible Agencies, with the sole
exception of any legitimately additional costs for extraordinary shipping or delivery
requirements if the Co-Op Buyer is having Materials delivered or installed or Services
performed at locations not contemplated in the contracted pricing (e.g. delivery to a
location outside Arizona).
3.10.3. Contractor shall pay State an administrative fee against all Contract sales to Co-Op
Buyers, as provided for under A.R.S. § 41-2633. The fee rate is one (1%) percent.
Failure to remit the administrative fees is a material breach of contract, and will
entitle the State to its remedies under Contract Terms and Conditions Section 8 and
its right to terminate for default under Section 9. Method of calculation, payment
procedures, and other details are provided on the State Procurement Office website:
https://spo.az.gov/suppliers/usage-reporting.
3.10.4. Contractor shall submit to State a quarterly usage report documenting all Contract
sales to both Eligible Agencies and Co-Op Buyers, itemized separately. Contractor
shall further itemize divisions, groups or areas within a given Eligible Agency if they
place Orders independently of each other. Failure to submit the report is a material
breach of contract, and will entitle the State to its remedies under Contract Terms
and Conditions Section 8 and its right to terminate for default under Section 9.
Contractor shall submit the report using the forms and following the instructions on
the State Procurement Office website:
https://spo.az.gov/suppliers/usage-reporting.
3.10.5. Contractor shall acknowledge each Order from Eligible Agencies within one (1)
originator as to the reason for rejecting it. By way of reminder, the only grounds on
which the Contractor may reject or refuse an Order are those set out in
subparagraph 3.11.3 [Orders are Obligatory]. Unless and until Contractor has
the Contract and will not oblige either State or Contractor. If the relevant Eligible
Agency explicitly instructs at the time that a verbal acceptance is sufficient because
of urgency or other unusual circumstances and Contractor duly gives its verbal
acceptance, then Contractor will be deemed to have accepted the Order immediately
upon commencing performance, provided that, Contractor must follow-up its verbal

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
eProcurement System within three (3) business days. Contractor shall thereafter be
and if it does so the rejection will be void.
3.10.6. Contractor shall acknowledge each Order from Co-Op Buyers in conformance with
time of ordering or in any supplemental
participating agreement Contractor might have with them. Orders from Co-Op
Contract is to service Co-Op Buyers commercially as though they were with an
Contract.
3.11.
Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms,
System. Orders issued by Co-Op Buyers will be in whatever form the Co-Op Buyer
normally uses. Regardless of origin, Orders must cite the State contract number to be
valid. State may, at its discretion in each instance, determine the scope, schedule, and
price for each Order in any of the following ways:
3.11.1. By choosing some or all of the Materials or Services items covered by the Contract
for which a price is established in the Contract, then preparing an Order using those
prices (e.g. filling out an order form), and sending it to the Contractor;
3.11.2. By instructing Contractor to provide a comprehensive proposal of item quantities,
combinations, etc., or services hours, personnel, etc., for a defined scope using those
established prices as a basis, then validating and negotiating the proposal with
Contractor and issuing an Order if and when reaching agreement;
3.11.3. As described in 3.11.2 above but requesting the proposal from both Contractor and
other vendors who are contracted within the applicable scope categories and
locations, either sequentially or concurrently, then selecting the proposal or
proposals combination that is most advantageous to State; or
3.11.4. As described in 3.11.3 above but introducing ad-hoc commercial competition by
making the selection and ordering conditional on obtaining more favorable prices
than the contractually-established ones.
3.12.
Work on State Premises
3.12.1. Compliance With Rules. Contractor is responsible for ensuring that its personnel
policies, documented practices, and
documented operating procedures while delivering or installing Materials or
its facilities. For clarity of intent, the
foregoing means that if Contractor is required to comply with certain security

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
requirements in order to deliver, install, or perform at that particular location, then it
shall do so nonetheless and without entitlement to any additional compensation or
additional time for performance if those particular requirements are not expressly
stated in the Contract. Contractor is reminded that violation of the prohibition under
whom Contractor is responsible is a material breach of contract and grounds for
termination for default.
3.12.2. Protection Of Grounds And Facilities. Contractor shall deliver or install the Materials
and perform the Services without damaging any State grounds or facilities.
Contractor shall repair or replace any damage it does cause promptly and at its own
expense, subject to whatever instructions and restrictions State needs to make to
prevent inconvenience or disruption of operations. If Contractor fails to make the
necessary repairs or replacements in a timely manner, State will be entitled to
exercise its remedies under paragraph 8.5 of the Uniform Terms and Conditions
[Right of Offset].
3.13.
Transitions
3.13.1. During commencement, Contractor shall attend transition meetings with any
operations is kept to a minimum. State may elect to have outgoing suppliers
complete some or all of their Work or Orders in progress, even if that Work could be
continued need for the same Materials and Services upon expiration or earlier
termination of the Contract. Accordingly, Contractor shall work closely with any
incoming supplier and State to ensure as smooth and complete a transition transfer
as is practicable.
3.13.2. Eligible Agency or Co-Op Buyers representative will coordinate all transition activities
and facilitate joint development of a comprehensive transition plan by both
Contractor and the incoming supplier. As with the incoming transition, State may
permit Contractor, when Contractor is outgoing, to complete work or orders in
progress to ease the transition as is safest and most efficient in each instance.
4. Costs and Payments
4.1.
Type of Pricing. The Contract pricing shall be firm, fixed price.
rrants that, for the term of the Contract, the
prices and discounts set out in the APP Items (F) tab OR Attachments titled Pricing,
equal to or better than the lowest prices and largest discounts, both separately and in

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
combination, at which Contractor sells equivalent services, items of equipment, and
materials.
irrespective of whether or not those other sales have special purchase terms,
conditions, rebates, or allowances.
materials is better than the Contract Pricing, then Contractor agrees to adjust the
than the Contract Pricing.
4.2.3.
For clarification of intent, that date is intended to be the date when the difference
first occurred, which might have been before the difference was first identified. If
the difference occurred before it was identified, then Supplier agrees to charge less
than the Contract Pricing until the extended difference that would have been
been) has been settled.
4.3.
Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the
4.3.1.
Details of service not explicitly stated in
but necessarily a part of, are deemed to be understood by Contractor and included
herein. 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.
4.3.2.
Additional Charges. Any charges or fees not delineated in the Contract shall not be
added, billed, or invoiced under the Contract.
4.4.
Price Increase. The State may review a fully documented request for a price increase.
The requested increase shall be in writing and be based upon a cost increase to the
contractor that was clearly unpredictable at the time of the offer and is directly
correlated to the price of the product concerned. Contractor must provide conclusive
evidence of a need for any price increases.
4.4.1.
Initial Contract prices shall be honored for one year after award of Contract.
4.4.2.
All written requests for price adjustments made by the Contractor shall be initiated
thirty (30) days in advance of any desired price increase to allow the State sufficient
time to make a fair and equitable determination to any such requests. This may be
waived upon proper documentation demonstrating the urgency of the request.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
4.4.3.
All price adjustments will be implemented by a formal Contract Amendment. State
shall determine whether the requested price increase or an alternate option is in
the best interest of the State.
4.4.4.
State expects Contractors to use Lean Six Sigma principles to reduce costs in their
supply chain, and not simply pass new costs on to the State. If a price increase is
requested, State will ask for evidence that Lean Six Sigma principles and tools have
been used by Contractor to attempt to reduce costs in advance of any request for a
price increase under the Contract.
4.5.
Price Reductions. Price reductions shall be immediately passed along to State and may
be submitted in writing to State for consideration at any time during the Contract
period. The contractor shall offer State a price reduction on the Contract product(s)
concurrent with a published price reduction made to other customers. The State at its
own discretion may accept a price reduction. The price reduction request shall be in
writing and include documentation showing the actual reduction of cost. Sales
promotions requests shall include differences in pricing, begin, and end date of
promotion along with the products covered.
4.6.
Travel. Contractor shall request and receive written approval prior to any travel under
the Contract in which reimbursement of expenses will be requested. Contractor will be
reimbursed for actual expenses incurred in accordance with the current rates specified
in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges.
State Travel Policy, including State rates, may be located at https://gao.az.gov/travel.
Eligible Agency or State shall reject any claim for travel reimbursement for which
Contractor did not receive prior written approval.
4.7.
Funding
4.7.1.
No particular funding considerations apart from Uniform Terms and Conditions
Sections 4.5 [Availability of Funds for the Next State Fiscal Year] and 4.6 [Availability
of Funds for the Current State Fiscal Year] have been identified.
4.8.Invoicing
4.8.1.
Invoices Go To Ordering Entity. Contractor shall submit all billing notices or invoices
to the ordering Eligible Agency or Co-Op Buyer at the address indicated on the
tool/process.
4.8.2.
Minimum Invoice Requirements. Every invoice shall include the following
information:
4.8.2.1.
Bill-to name and address;
4.8.2.2.
Contractor name and contact information;
4.8.2.3.
Remit-to address;

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
4.8.2.4.
Invoice number and date;
4.8.2.5.
State contract number;
4.8.2.6.
Order number (APP PO number);
4.8.2.7.
Material or Service description (itemized);
4.8.2.8.
Date(s) Services were performed or Materials were delivered;
4.8.2.9.
Applicable payment terms;
4.8.2.10.
Quantity delivered or performed;
4.8.2.11.
Line item unit of measure;
4.8.2.12.
Item price;
4.8.2.13.
Extended pricing;
4.8.2.14.
Receipt for pass-through expenses (if applicable);
4.8.2.15.
Taxes (as a separate invoice line item), including the percentage used to
calculate taxes;
4.8.2.16.
Mailing fees (if applicable); and
4.8.2.17.
Total invoice amount due.
4.8.3.
No Invoice Without Authorization. Contractor shall not seek payment for any:
4.8.3.1.
Materials or Services that have not been authorized on an acknowledged
Order;
approval; or
4.8.3.3.
Materials or Services that are the subject of a Contract Amendment that has
not been fully signed by the Procurement Officer.
4.8.4.
Submitting Invoices. Contractor shall submit an invoice to the ordering Eligible
Agency or Co-Op Buyer using the form and/or process required by the ordering
Eligible Agency or Co-Op Buyer. Every
authorized representative and accompanied by all supporting information and
documentation required by the Contract and applicable laws.
4.8.5.
Defective Invoices. Without prejudice to its other rights under the Contract or
further obligation to Contractor, the ordering Eligible Agency or Co-Op Buyer may,
at its discretion, reject any materially defective invoice.
4.8.5.1.
The ordering Eligible Agency or Co-Op Buyer shall notify the Contractor
within five (5) business days after receipt if it determines an invoice to be
materially defective.
4.8.5.2.
Invoices will be deemed automatically rejected upon delivery if they: are
sent to an incorrect address, do not reference the correct State contract and

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
Purchase Order number, or are payable to any Person other than the
Contractor.
4.8.5.3.
The ordering Eligible Agency or Co-Op Buyer shall have no obligation to pay
against a defective invoice unless and until Contractor has re-submitted it
free of defects.
4.9.Payments
4.9.1.
Payment Deadline. State shall make payments in compliance with Arizona Revised
Statutes Titles 35 and 41. Unless and then only to the extent expressly stated
otherwise in the Pricing Section of the Special Terms and Conditions above, State
shall make payment in full for Materials that have been delivered and accepted and
Services that have been performed and accepted within the time specified in A.R.S. §
35-342, after both of the following occur: (a) all of the Materials being invoiced have
been delivered or installed (as applicable) and accepted and all of the Services being
invoiced have been performed and accepted; and (b) Contractor has provided a
complete and accurate invoice in the form and manner called for in the Contract,
provided that, State will not make or be liable for any payments to Contractor until
a current I.R.S. Form W-9 to State unless excused by law from providing one.
4.9.2.
Payments Only To Contractor. Unless an assignment and assumption agreement has
been reached between the Contractor and State pursuant to Section 5.2 of the
Special Terms and Conditions [Assignment and Delegation] or the State has been
otherwise compelled by operation of law or order of a court of competent
jurisdiction, State will only make payment to Contractor under the federal tax
identifier indicated on the Accepted Offer.
4.9.3.
Payment. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed
amounts due to Contractor within the time period specified in Section 4 Costs and
Payments of the Uniform Terms and Conditions.
4.9.4.
Joint Checks or Direct Pay. Applicable Eligible Agency or Co-Op Buyer may, but is
under no obligation to, pay by joint check or to pay directly to any Subcontractor or
4.9.5.
Recovery of Overpayment. If applicable, Eligible Agency or Co-Op Buyer determines
that an overpayment has been made to Contractor on any prior invoice, it shall
inform Contractor of the amount and date of the overpayment and may deduct the
overpaid amount from amounts then or thereafter due to Contractor.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
4.9.6.
Purchasing Card. Applicable Eligible Agency or Co-Op Buyer may pay invoices for
some or all Orders using a purchasing card. Any and all fees related to payment
using a purchasing card (also called a p-card) are the responsibility of the
Contractor. Unless otherwise stated in the Contract, there will be no additional fees
or increase in prices associated with this method of payment.
4.9.7.
Automated clearing house. Applicable Eligible Agency or Co-Op Buyer may pay
invoices for some or all Orders through an Automated Clearing House (ACH). In
order to receive payments in this manner from Eligible Agencies, the Contractor
must complete an ACH Vendor Authorization Form (form GAO-618) within 30
(thirty) days after the effective date of the Contract. The form is available online at:
https://gao.az.gov/publications/forms.
4.10.
Applicable Taxes

4.10.1. Contractor To Pay All Taxes. State is subject to Arizona Transaction Privilege Tax
(TPT). Therefore, Arizona TPT applies to all sales under the Contract and Arizona TPT
Arizona TPT or any other applicable sales or use taxes from an Eligible Agency or Co-
Op Buyer will not relieve the Contractor of any obligation to remit sales or use taxes
that are due under the Contract or laws. Unless clearly stated otherwise in the
Contract, all prices therein include Arizona TPT as well as every other manner of
transaction privilege or sales/use tax that is due to a municipality or another state or
its political subdivisions. Contractor shall pay all federal, state, and local taxes
applicable to its operations and personnel.
4.10.2. Tax Indemnity. Contractor shall hold State harmless from any responsibility for taxes
or contributions, including any applicable damages and interest, that are due to
federal, state, and local authorities with respect to the Work and the Contract, as
well as any related costs; the foregoing expressly includes Arizona TPT,
unemployment compensation insurance, soci
insurance.
5. Contract Changes
5.1.Assignment and Delegation
5.1.1.
In Whole. Contractor shall not assign in whole its rights or delegate in whole its
which consent Procurement Officer may withhold at his or her discretion. If
tion stems from a split, sale, acquisition,
or other non-merger change in control, then no such consent will be given in any
event without the assignee or delegate giving State satisfactory and equivalent

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
evidence or assurance of its financial soundness, competency, capacity, and
qualification to perform as that which Contractor possessed when State first
awarded it the Contract.
5.1.2.
In Part. Subject to Special Terms and Conditions sections 3.10 [Subcontracts] with
respect to subcontracting, Contractor may assign particular rights or delegate
consent before doing so. Procurement Officer shall not unreasonably withhold
consent so long as the proposed assignment or delegation does not attempt to
the Contract or state law.
6. Risk and Liability
6.1.Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-production,
production, storage, transit, staging, assembly, installation, testing, and commissioning, if and as
those duties are within the scope of the Work, until they have been accepted as conforming by
State in the particular location and situation specified in the Order, or as specified generally
elsewhere in the Contract if the Order does not provide particulars, provided that, risk of loss for
nonconforming Materials will remain with Contractor notwithstanding acceptance to the extent
the loss stems from the nonconformance.
6.2.General Contractor Indemnification and Insurance Requirements
6.2.1.
Contractor Indemnification (Not Public Agency). 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,
any and all claims, actions, liabilities, damages, losses, or expenses (including court
ly 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
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.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
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 Subcontractor(s)
is/are an agency, board, commission or university of the State of Arizona.
6.2.2.
Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify,
defend, and hold harmless the other party (as 'indemnitee') from and against any
and all claims, losses, liability, costs, or expenses (including reasonable attorney's
fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any
person (including death) or property damage but only to the extent that such claims
which result in vicarious/derivative liability to the indemnitee, are caused by the act,
omission, negligence, misconduct, or other fault of the indemnitor, its officers,
officials, agents, employees, or volunteers.
6.2.3.
Insurance Requirements. Addendum A to the Special Terms and Conditions:
Contractor Insurance Requirements is incorporated herein as part of the Special
Terms and Conditions.
6.3.
Patent and Copyright Indemnification. [CONTRACTOR/VENDOR (NOT PUBLIC AGENCY)].
With respect to Materials or Services provided or proposed by a Contractor Indemnitor
for performance under the Contract, Contractor shall indemnify, defend and hold
harmless State Indemnitees against any third-party claims for liability, costs, and
expenses, including, but not limited to reasonable attorneys' fees, for infringement or
violation of any patent, trademark, copyright, or trade secret by the Materials and the
Services. With respect to the defense and payment of claims under this subparagraph:
6.3.1.
State shall provide reasonable and timely notification to Contractor of any claim for
which Contractor may be liable under this paragraph;
6.3.2.
Contractor, with reasonable consultation from State, shall have control of the
defense of any action on an indemnified claim including all negotiations for its
settlement or compromise;
6.3.3.
State may elect to participate in such action at its own expense; and
6.3.4.
State may approve or disapprove any settlement or compromise, provided that, (i)
State shall not unreasonably withhold or delay such approval or disapproval and (ii)
State shall cooperate in the defense and in any related settlement negotiations.
If Contractor is a public agency, this section 6.3 does not apply.
7.
Warranties
7.1.
Warranties and Requirements Related to Information Technology. Addendum B:

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
Warranties and Requirements Related to Arizona Information Technology Statewide
Policies, Standards, and Procedures is incorporated herein as part of the Special Terms
and Conditions.
8. General Provisions for Materials
8.1.
Applicability. Section 8 applies to the extent the Work is or includes Materials.
8.2.
Off-Contract Materials. Contractor shall ensure that the design and/or procedures for
the Materials ordering method prevents Orders for items not included in the scope of
the Contract (and for which no price or compensation has been established
contractually) or specifically excluded items. Notwithstanding that State might have its
own internal administrative rules regarding off-contract or excluded item ordering, and
endeavors to prevent such orders from occurring, Contractor is responsible for not
accepting any such Orders. State may, at its discretion, return any such items under
subparagraph 8.17 or cancel any such Order under subparagraph 8.18, in either case
8.3.
Compensation for Late Deliveries. Contractor shall have clear, published policies in place
regarding late delivery, order cancellation, discounts, or rebates given to compensate
for late deliveries, etc., and make them readily available to those Eligible Agencies, and
Co-Op Buyers if applicable, that are likely to need them. If late deliveries have been
specifically addressed in the Contract, the Contract shall take precedence over any such
Contractor policies.
8.4.
Indicate Shipping Costs on Order. Contractor shall identify and provide the required
substantiating documentation for the amount it intends to add for shipping in the Order
acknowledgment if shipping is additional to the contracted price or rate for an item;
otherwise, Contractor shall indicate that shipping is included in the Order price (in other
words, every Order must indicate clearly whether or not shipping is included in the
Order price, and if not included, how much is to be added and why that amount is the
correct or appropriate one).
8.5.
Current Products. Contractor shall keep all products being offered under the Contract:
(a) in current and ongoing production; (b) in its advertised product lines; (c) as models
or types that are actively functioning in other paying customer environments; and (d) in
conformance to the requirements of the Contract.
8.6.
Maintain Comprehensive Selection.
Contractor shall provide at all times the
comprehensive selection of products for which a price is established in the Contract for
ordering by Eligible Agencies, and Co-Op Buyers, if applicable.
8.7.
Additional Products. State, at its discretion, may modify the scope of the Contract by
Contract Amendment to include additional products or product categories so long as
they are within the general scope of the ones originally covered by the Contract. Once
the Contract Amendment has been fully executed, Contractor shall then update all

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
applicable pricing and make the pricing available to all affected entities at no additional
cost. Either party may make the request to add products to the Contract; regardless of
who makes the request, the parties shall negotiate in good faith a fair price for any
additional products, but State may elect not to add some or all of the products in
demonstrating that the additional products meet or exceed the specifications for the
original products while remaining in the same product groups as the original ones; and
(b) documentation demonstrating that the proposed price for the additional products is
both fair and reasonable and at the same level of discount relative to market price as
were the original ones. Demonstration of (b) typically requires showing how prices
offered to a significant number of buyers compare to the prices or discounts proposed
for the additional products.
8.8.
Discontinued Products. If a product or groups of products covered by the Contract are
discontinued by the manufacturer, Contractor shall notify State within five (5) business
Contractor to provide substitutes for the discontinued products or delete the products
from the scope of the Contract. The resulting change to the Contract will be formalized
by Contract Amendment. Contractor shall then update all applicable pricing and make
the pricing available to all affected entities at no additional cost. The parties shall
negotiate in good faith a fair price for any substitute product, but State may elect to
delete the products from the scope of the Contract if no agreement is reached on
substitute pricing in a timely manner. When notifying State of any discontinuance,
that the products have been discontinued, with identification by model/part number;
(b) documentation demonstrating that the substitute products meet or exceed the
specifications for the discontinued products while remaining in the same product groups
as were the discontinued ones; and (c) documentation demonstrating that the proposed
price for the substitute products is both fair and reasonable and at the same level of
discount relative to market price as were the discontinued ones.
8.9.
Forced Substitutes. The Contractor shall not provide forced substitutions under the
discretionary substitution for any product covered by the Contract.
8.10.
Recalls. In the event of a recall notice, technical service bulletin, or other important
hereinafter), Contractor shall send timely notice to State for each applicable Order
referencing the affected Order and product. Notwithstanding whatever protection
Contractor might have under A.R.S. § 12-684, with respect to a manufacturer,
Contractor shall handle recalls entirely an
than to permit removal of installed products, retrieve stored products, and take any
other reasonably necessary actions, to implement the recall.
8.11.
Delivery Time. Unless stated otherwise in the Purchase Order, Contractor shall make
delivery as soon as three (3) business days but no longer than 150 days after receiving

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
each Order.
8.12.
Delivery Locations. Contractor shall offer deliveries to every location served under the
scope of the Contract, specifically
8.12.1. if the Contract is for a single State agency in a single area, then Contractor shall
deliver to any agency location in that area;
8.12.2. if the Contract is for a single State agency in all its locations, then Contractor shall
deliver to any of that agen
8.12.3. if the Contract is for cooperative use, but excludes certain areas, then Contractor
shall deliver to any Eligible Agency or Co-Op Buyer location that is not in the excluded
areas; and
8.12.4. if the Contract is for unrestricted mandatory statewide and cooperative use, then:
8.12.4.1.
Contractor shall deliver to any Eligible Agency or Co-Op Buyer anywhere in
Arizona;
8.12.4.2.
if a prospective Co-Op Buyer outside Arizona wishes to order against the
Contract, Contractor agrees to negotiate in good faith any fair and
reasonable price or lead time adjustments necessary to serve that location if
practicable to do so within the scope of its normal business; and,
8.12.4.3.
if the Purchase Order indicates defined delivery areas and prices, those
always apply unless the Order expressly states otherwise and Contractor
accepts it.
8.13.
Conditions at Delivery Location. Contractor shall verify receiving hours and conditions
(e.g. height/weight restrictions, access control, etc.) with the relevant Eligible Agency or
Co-Op Buyer for the receiving site before scheduling or making a delivery. Contractor
shall make each delivery to the specific location indicated in the Order, which Contractor
acknowledges might be inside an industrial building, institutional building, low-rise office
building, or high-rise office building instead of a normal receiving dock. Contractor might
be required to make deliveries to locations inside a secured perimeter at certain
institutional facilities such as prisons where prior clearances are required for each
delivery and driver individually. Contractor shall contact each such facility directly to
confirm its most current security clearance procedures, allowable hours for deliveries,
visitor dress code, and other applicable rules. State shall not pay extra charges for wait
time, comebacks, or the like, nor excuse late deliveries if Contractor has failed to comply
with this section.
8.14.
Materials Acceptance. State has the right to accept Materials subject to a complete
inspection on delivery and insta
may require acceptance criteria, including, but not limited to, conformity to the Contract,

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
workmanship, and quality under the Contract or for a specific Order. Contractor shall
remove any rejected Materials from the delivery location, or from any area to which it
might have been reasonably necessary to move it, and subsequently deliver an equal
quantity of conforming items within a timeframe set by the Eligible Agency or Co-Op
Buyer. State shall not owe Contractor any payment for rejected Materials, and State may,
at its discretion, withhold or make partial payment for any rejected Materials that have
been returned to Contractor in those instances where State has agreed to permit repair
instead of demanding replacement.
8.15.
Correcting Defects. Contractor shall, at no additional cost and without entitlement to
extension of any delivery deadline or specified time for performance, remove or
exchange and replace any defective or non-conforming delivered or installed Materials.
8.15.1. Contractor shall be solely responsible for the cost of any associated cutting and
patching, temporary protection measures, packing and crating, hoisting and loading,
transportation, unpacking, inspection, repacking, reshipping, and reinstallation if
installation is within the scope of the Contract.
8.15.2. If Contractor fails to do so in a timely manner, State will be entitled to exercise its
remedies under the Contract, including but not limited to, paragraph 8.5 [Right of
Offset] of the Uniform Terms and Conditions.
8.15.3. Whether State will permit Contractor to repair in place or demands that Contractor
in each instance, provided that, State shall
not apply that discretion punitively if repair in place is practicable and doing so would
not create safety hazards, put property at risk, unreasonably interfere with
operations, create public nuisance, or give rise to any other reasonable concern on
8.16.
Returns. State may, at its discretion, return for full credit and with no restocking charges,
any delivered Materials unused in the original packaging within thirty (30) days after
receipt, regardless of acceptance. If State elects to return delivered Materials, then State
shall pay delivery costs to return the products to the place from which Contractor
shipped them. However, if State returns delivered Materials because they are defective
or non-conforming or for any other reason having to do with Contractor fault or error,
then State will not be responsible for any costs associated with returning the Materials
and may, at its discretion, either have those billed directly to Contractor, offset them
under paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions, or take any
other appropriate actions under the Contract.
8.17.
Product Safety. Materials as-shipped must comply with applicable safety regulations and
standards. Unless expressly stated otherwise in the Scope of Work, State is not
responsible for making any Materials safe or compliant following acceptance. Contractor
shall only deliver Materials that are already safe and compliant with the warranties in the
Contract Terms and Conditions.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
8.18.
Hazardous Materials. Contract
(SDS) and any other hazard communication documentation required under the United
Safety and Health Administration (OSHA)
that is reasonably necessary for State to comply with regulations when it or its other
contractors install, handle, operate, repair, maintain or remove any Materials. Note that,
ll ensure that all its relevant personnel
understand the nature of and hazards associated with, to the extent it they are
installation, repair and maintenance of any portion of the Work that is, contains or will
become upon use a hazardous material, with
substance that is: (1) identified now or in the future as being hazardous, toxic or
dangerous under applicable laws; or (2) subject to statutory or regulatory requirement
governing special handling, disposal or cleanup.
9. General Provisions for Services
9.1.
Applicability. Article 13 applies to the extent the Work is or includes Services.
9.2.
Comprehensive Services. Contractor shall provide the comprehensive range of Services
for which a price is established in the Contract for ordering by Eligible Agencies and Co-
Op Buyers.
9.3.
Additional Services. State at its discretion may modify the scope of the Contract by
Contract Amendment to include additional Services or service categories that are within
the general scope of the ones originally covered by the Contract. Once the Contract
Amendment is fully executed, Contractor shall then update all applicable pricing and
make them available to all affected entities at no additional cost. Either party may make
the request to add Services to the Contract; regardless of who makes the request, the
parties shall negotiate in good faith a fair price for any additional Services, but State may
elect not to add some or all of the Services in question if no agreement is reached on
request shall include documentation demonstrating that the proposed price for the
additional Services is both fair and reasonable and comparable to the original prices.
9.4.
Off-Contract Services. Contractor shall ensure that the ordering process for the Services
prevents Orders for Services not included in the scope of the Contract (and for which no
price or compensation has been established in the Contract) or Services explicitly
excluded from the Contract. Notwithstanding that State might have its own internal
administrative rules regarding off-contract or excluded ordering of Services, and
endeavors to prevent such Orders from occurring, Contractor is responsible for not
accepting any such Orders. State may, at its discretion, cancel any such Order without
obligation.
9.5.
Removal of Personnel. Notwithstanding that Contractor is in every circumstance
9.2.
Comprehensive Services. Contractor shall provide the comprehensive range of Services
for which a price is established in the Contract for ordering by Eligible Agencies and Co-
Op Buyers.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
responsible for hiring, assigning, directing, managing, training, disciplining, and
rewarding its personnel, State may at its discretion, and without the obligation to
facilities or from further assignment under the Contract. In such cases, Contractor shall
promptly replace removed personnel with other personnel that have equivalent
qualifications, experience, and capabilities.
9.6.
Accuracy of Work. Contractor is responsible for the accuracy of the Services, and shall
promptly make all necessary revisions or corrections resulting from errors and omissions
on its part without additional compensation. Acceptance by State shall not relieve
Contractor of responsibility for correction of any errors discovered subsequently or
necessary clarification of any ambiguities.
9.7.
Requirements at Location of Services
9.7.1.
Contractor personnel shall perform their assigned portions of the Services at the
specific location indicated in the Order. Contractor acknowledges that the location
might be inside an industrial building, institutional building, or one of various office
types and classes.
9.7.2.
If performing the Services requires Contractor personnel to work inside a secured
perimeter at certain institutional facilities (including but not limited to prisons)
where prior clearances are required, Contractor shall contact the facility directly in
advance of performing the Services to confirm its current security clearance
procedures, allowable hours for work, visitor dress code, and other applicable rules.
State shall not pay any additional fees (including but not limited to service charges)
or excuse late performance, if Contractor has failed to comply with these
requirements.
9.8.
Acceptance of Services. State has the right to accept Services subject to acceptance
criteria. State may apply acceptance criteria to the Contract or a specific Order, which
may include, but are not limited to, accuracy, completeness, conformance to
requirements, or quality. State shall not pay Contractor for unaccepted Services, and
State may, at its discretion, withhold or make partial payment for any rejected Services,
while Contractor is in the process of re-performing or otherwise curing the grounds for
9.9.
Corrective Action Required. Notwithstanding any other guarantees, general warranties,
or particular warranties Contractor has given under the Contract, and in addition to any
other rights and remedies available under the Contract, if Contractor fails to perform any
material portion of the Services including, but not limited to, failure to complete any
contractual deliverable or failure to meet agreed-upon service levels or service standards
set out in or referred to in the Contract, then Contractor shall perform a root-cause
analysis to identify the source of the failure and use all commercially reasonable efforts
to correct the failure and meet the Contract requirements as promptly as is practicable.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
9.9.1.
Contractor shall provide State a report detailing the identified cause and setting out
its detailed corrective action plan promptly after the date the failure occurred (or the
date when the failure first became apparent, if it was not apparent immediately after
occurrence).
9.9.2.
State may demand to review and appr
Contractor shall make any and all reasonable corrections State instructs and adopt
for employee or public safety, or the protection of property or the environment.
9.9.3.
Contractor shall take the necessary action(s) to avoid any like failures in the future.
10.
Data and Information Handling
10.1.
Applicability. Article 14 applies to the extent the Work includes handling of any (1)
10.2.
Data Protection and Confidentiality of Information. Contractor warrants that it will
establish and maintain procedures and controls acceptable to State for ensuring that
protected from unauthorized access and
information obtained from State or others in performance of its contractual duties is not
mishandled, misused, or inappropriately released or disclosed. For purposes of this
paragraph, all data created by Contractor in any way related to the Contract, provided
to Contractor by State, or prepared by others for State are proprietary to State, and all
the foregoing warrant:
10.2.1. Contractor shall: (a) notify State immediately of any unauthorized access or
inappropriate disclosures, whether stemming from an external security breach,
internal breach, system failure, or procedural lapse; (b) cooperate with State to
identify the source or cause and respond to each unauthorized access or
inappropriate disclosure; and (c) notify State promptly of any security threat that
could result in unauthorized access or inappropriate disclosures; and
10.2.2. Contractor shall not: (a) release any such data or allow it to be released or divulge
any such information to anyone other than its employees or officers as needed for
State has agreed otherwise in advance and in writing; or (b) respond to any requests
it receives from a third party for such data or information, and instead route all such
10.3.
Personally Identifiable Information. Without limiting the generality of paragraph 10.2,
Contractor warrants that it will protect any
that it receives from State or otherwise acquires in its performance under the Contract.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
For purposes of this paragraph:
10.3.1. PII has the meaning given in the [federal] Office of Management and Budget (OMB)
Memorandum M-17-12 Preparing for and Responding to a Breach of Personally
Identifiable Information, January 3, 2017; and
and prevent its breach that are functionally equivalent to those called for in that
OMB memorandum and elaborated on in the [federal] General Services
Administration (GSA) Directive CIO P 2180.1 GSA Rules of Behavior for Handling
Personally Identifiable Information.
NOTE (1): For convenience of reference only, the OMB memorandum is available at:
https://dpcld.defense.gov/Privacy/Authorities-and-Guidance/
NOTE (2): For convenience of reference only, the GSA directive is available at:
https://www.gsa.gov/directive/gsa-rules-of-behavior-for-handling-personally-identifiable-
information-(pii)-
10.4.
Protected Health Information. Contractor warrants that, to the extent performance
under Contract involves individually identifiable health information (referred to
hereinafter as protected health informatio
defined in the Privacy Rule referred to below), it:
10.4.1. is familiar with and will comply with the applicable aspects of the following collective
regulatory requirements regarding patient information privacy protection: (a) the
rt 164 pursuant to the Health Insurance
regulations applicable to PHI/ePHI that are not preempted by CFR45-160(B) or the
acy and security policies and procedures;
10.4.2. will cooperate with State in the course of performing under the Contract so that both
State and Contractor stay in compliance with the requirements in (1) above; and
10.4.3. will sign any documents that are reasonably necessary to keep both State and
Contractor in compliance with the requirements in (1)
NOTE: For convenience of reference only, the Privacy Rule is available at:
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html
11.
Information Technology Work
11.1.
Applicability. Article 15 applies to any Invitation for Bids, Request for Proposals, or

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
Request for Quotations for "Information Technology," as defined In A.R.S. §18-101(6)
telecommunications and related technology, including hardware, software, vendor
Work is or includes Information Technology.
11.2.
Background Checks. Each Contractor's personnel who is an applicant for an information
technology position must undergo the security clearance and background check
procedure, which includes fingerprinting, as required by A.R.S. § 41-710, Eligible Agency,
or Co-Op Buyer. Contractor shall obtain and pay for the security clearance and
background check. Contractor personnel who will have administrator privileges on a
State network must additionally provide identity and address verification and undergo
State-specified training for unescorted access, confidentiality, privacy, and data security
11.3.
Information Access
11.3.1. System Measures. Contractor shall employ appropriate system management and
maintenance, fraud prevention and detection, and encryption application and tools
confidential information.
11.3.2. Individual Measures. Contractor personnel shall comply with applicable State policies
and procedures regarding data access, privacy, and security, including prohibitions
on remote access and obtaining and maintaining access identifications (IDs) and
passwords. Contractor is responsible to State for ensuring that any State access IDs
and passwords are used only by the person to whom they were issued. Contractor
shall ensure that personnel are only provided the minimum only such level of access
necessary to perform his or duties. Contractor shall, on request, provide a current
register of the access IDs and passwords and corresponding access levels currently
assigned to its personnel.
11.3.3. Access Control. Contractor is responsible to State for ensuring that hardware,
software, data, information, and that has been provided by State or belongs to or is
in the custody of State and is accessed or accessible by Contractor personnel is only
used in connection with carrying out the Work and is never commercially exploited in
any manner whatsoever not expressly permitted under the Contract. State may
restrict access of Contractor personnel, or instruct Contractor to restrict their access,
if in its determination the requirements of this subparagraph are not being met.
11.4.
Pass-Through Indemnity
11.4.1. Indemnity from Third Party. For computer hardware or software included in the
Work as discrete units that were manufactured or developed solely by a third party,
Contractor may satisfy its indemnification obligations under the Contract by, to the

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
extent permissible by law, passing through to State such indemnity as it receives
State in enforcing that indemnity. If the third party fails to honor its Pass-Through
Indemnity, or if a Pass-Through Indemnity is insufficient to indemnify State
Indemnitees to the extent and degree, Contractor is required to do by the Uniform
Terms and Conditions, then Contractor shall indemnify, defend and hold harmless
State Indemnitees to the extent the Pass-Through Indemnity does not.
11.4.2. Notification of Claims. State shall notify Contractor promptly of any claim to which a
Pass-Through Indemnity might apply. Contractor, with reasonable consultation from
State, shall control of the defense of any action on any claim to which a Pass-Through
Indemnity applies, including negotiations for settlement or compromise, provided
that:
11.4.2.1.
State reserves the right to elect to participate in the action at its own
expense;
11.4.2.2.
State reserves the right to approve or reject any settlement or compromise
on reasonable grounds and if done so timely; and
11.4.2.3.
State shall in any case cooperate in the defense and any related settlement
negotiations.
11.5.
Systems and Controls. In consideration for State having agreed to permit Pass-Through
Indemnities in lieu of direct indemnity, Contractor agrees to establish and keep in place
systems and controls appropriate to ensure that State funds under this Contract are not
knowingly used for the acquisition, operation, or maintenance of Materials or Services in
11.6.
Redress of Infringement
11.6.1. Replace, License, or Modify. If Contractor becomes aware that any Materials or
Services infringe, or are likely to be in
property rights, then Contractor shall, at its sole cost and expense and in consultation
with State, either:
11.6.1.1.
replace any infringing items with non-infringing ones;
11.6.1.2.
obtain for State the right to continue using the infringing items; or
11.6.1.3.
modify the infringing items so that they become non-infringing, so long as
they continue to function as specified following the modification.
11.6.2. Cancellation Option. In every case under 15.6.1, if none of those options can
reasonably be accomplished, or if the continued use of the infringing items is
impracticable, State may cancel the relevant Order or terminate the Contract, and

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
Contractor shall take back the infringing items. If State does cancel the Order or
terminate the Contract, Contractor shall refund to State:
11.6.2.1.
for any software created for State under the Contract, the amount State paid
to Contractor for creating it;
11.6.2.2.
for all other Materials, the net book value of the product provided according
to generally accepted accounting principles; and
11.6.2.3.
for Services, the amount paid by State or an amount equal to twelve (12)
months of charges, whichever is less.
11.6.3. Exceptions. Contractor will not be liable for any claim of infringement based solely on
any of the following by a State Indemnitee:
11.6.3.1.
modification or use of Materials other than as contemplated by the Contract
or expressly authorized or proposed by a Contractor Indemnitor;
11.6.3.2.
operation of Materials with any operating software other than that supplied
by Contractor or authorized or proposed by a Contractor Indemnitor; or
11.6.3.3.
combination or use with other products in a manner not contemplated by
the Contract or expressly authorized or proposed by a Contractor
Indemnitor.
11.7.
First Party Liability Limitation
11.7.1. Limit. Subject to the provisos that follow below and unless stated otherwise in the
arising from or related to the Contract is limited to the greater of $1,000,000 (one
million dollars) or three (3) times the purchase price of the specific Materials or
Services giving rise to the claim.
11.7.2. Provisos. This paragraph limits liability for first party direct, indirect, incidental,
special, punitive, and consequential damages relating to the Work regardless of the
legal theory under which the liability is asserted. This paragraph does not limit
liability arising from any:
11.7.2.1.
Indemnified Claim against which Contractor has indemnified State
Indemnitees under paragraph 6.2;
11.7.2.2.
claim against which Contractor has indemnified State Indemnitees under
paragraph 6.3; or
11.7.2.3.
provision of the Contract calling for liquidated damages or specifying
amounts or percentages as being at-risk or subject to deduction for
performance deficiencies.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
11.7.3. Purchase Price Determination. If the Contract is for a single-agency and a single
means the aggregate Contract price current at the time of Contract expiration or
earlier termination, including all Contract Amendments having an effect on the
aggregate price through that date. In all
the total price of the Order for the specific equipment, software, or services giving
rise to the claim, and therefore a separate limit will apply to each Order.
11.7.4. No Effect on Insurance. This paragraph does not modify the required coverage limits,
ability to claim against any insurance that
Contractor is required by the Contract to provide, and Contractor shall obtain
express endorsements that it does not.
11.8.
Information Technology Warranty
11.8.1. Specified Design. Where the Scope of Work for information technology, Work
provides a detailed design specification or sets out specific performance
requirements, Contractor warrants that the Work will provide all functionality
material to the intended use stated in the Contract, provided that, the foregoing
warranty does not extend to any portions of the Materials that are:
11.8.1.1.
modified or altered by anyone not authorized by Contractor to do so;
11.8.1.2.
maintained in a way inconsistent to any applicable manufacturer
recommendations; or
11.8.1.3.
operated in a manner not within its intended use or environment.
11.8.2. COTS Software. With respect to Materials provided under the Contract that are
commercial-off-the-shelf (COTS) software, Contractor warrants that:
11.8.2.1.
to the extent possible, it will test the software before delivery using
commercially available virus detection software conforming to current
industry standards;
11.8.2.2.
the COTS software will, to the best of its knowledge, at the time of delivery
be free of viruses, backdoors, worms, spyware, malware, and other malicious
code that could hamper performance, collect unlawfully any personally
identifiable information, or prevent products from performing as required by
the Contract; and
11.8.2.3.
it will provide a new or clean install of any COTS software that State has
reason to believe contains harmful code.
inspection, testing, or payment.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
11.9.
Specific Remedies.
Unless expressly stated otherwise elsewhere in the Contract,
discretion, re-performance, repair, replacement, or refund of any amounts paid by State
additional, documented, and reasonable costs to procure materials or services equivalent
in function, capability, and performance that was first called for. For clarification of
intent, the foregoing obligations are limited by the limitation of liability in paragraph
14.7. If none of the foregoing options can reasonably be effected, or if the use of the
materials by State is made impractical by the nonconformance, then State may seek any
remedy available to it under law.
11.10. Section 508 Compliance. Unless specifically authorized in the Contract, any electronic or
information technology offered to the State of Arizona under this Contract shall comply
with A.R.S. §18-131 and §18-132 and Section 508 of the Rehabilitation Act of 1973, which
requires that employees and members of the public shall have access to and use of
information technology that is comparable to the access and use by employees and
members of the public who are not individuals with disabilities.
11.11. Cloud Applications.
The following are required for Contractor of any cloud solution
data.
11.11.1.
Submit a completed Arizona Baseline Infrastructure Security Controls assessment
spreadsheet as found at: https://azdohs.gov/information-security-policies-standards-
and-procedures, and mitigate or install compensating controls for any issues of
concern identified by State. Contractor is required to provide any requested
documentation supporting the review of the assessment. The assessment shall be re-
validated on a minimum annual basis.
11.11.2.
State reserves the right to conduct penetration tests or hire a third party to
application. Contractor will be alerted
in advance and arrangements made for an agreeable time. Contractor shall respond
to all serious flaws discovered by providing an acceptable timeframe to resolve the
issue and/or implement a compensating control.
11.11.3.
Contractor must submit a copy of system logs from the cloud system to the State
of Arizona security team on a regular basis to be added to the State SIEM (Security
Information Event Monitor) or IDS (Intrusion Detection System).
11.11.4.
Contractor must employ a government-rated cloud compartment to better
protect sensitive or regulated State data.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
Addendum A to the Special Terms and Conditions
1.
Contractor Insurance Requirements
1.1
Insurance Requirements
1.1.1
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 performance of the work
hereunder by the Contractor, its agents, representatives, employees or
subcontractors.
1.1.2
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.
1.2
Minimum Scope and Limits of Insurance
Contractor shall provide coverage with limits of liability not less than those stated
below.
1.2.1
Policy shall include bodily injury, property damage, and broad form
contractual liability coverage.
General Aggregate
$2,000,000
$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

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
departments, agencies, boards, commissions, universities, officers,
officials, agents, and employees for losses arising from work performed
by or on behalf of the Contractor.
1.2.2
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
arisingfrom work performed by or on behalf of the Contractor.
1.2.3
Workers' Compensation
Statutory
Employers' Liability
o Each Accident $1,000,000
o
o
a. 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.
b. This requirement shall not apply to each Contractor or
subcontractor that is exempt under A.R.S. § 23-901, and
when such Contractor or subcontractor executes the
appropriate waiver form (Sole Proprietor or Independent
Contractor).

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
1.3
Additional Insurance Requirements
The policies shall include, or be endorsed to include, as required by
this written agreement, the following provisions:
1.3.1
The Contractor's policies, as applicable, shall stipulate that
the insurance afforded the Contractor shall be primary and
that any insurance carried by the Department, its agents,
officials, employees or the State of Arizona shall be excess
and not contributory insurance, as provided by A.R.S. § 41-
621 (E).
1.3.2
Insurance provided by the Contractor shall not limit the
provisions of this Contract.
1.4
Notice of Cancellation
Applicable to all insurance policies required within the Insurance
Requirements of this Contract, Cont
permitted to expire, be suspended, be canceled, or be materially
changed for any reason without thirty (30) days prior written notice
to the State of Arizona. Within two (2) business days of receipt,
Contractor must provide notice to the State of Arizona 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 the Department and
shall be mailed, emailed, hand delivered or sent by facsimile
Number).
1.5
Acceptability of Insurers
aced with companies licensed in
the State of Arizona or hold approved non-admitted status on the
Arizona Department of Insurance List of Qualified Unauthorized
A- VII. The State of Arizona in no way warrants that the above-
required minimum insurer rating is sufficient to protect the
Contractor from potential insurer insolvency.
1.6
Verification of Coverage
Contractor shall furnish the State of Arizona with certificates of
insurance (valid ACORD form or equivalent approved by the State of
Arizona) evidencing that Contractor has the insurance as required
by this Contract. An authorized representative of the insurer shall
sign the certificates.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
1.6.1
All such certificates of insurance and policy endorsements
must be received by the State before work commences. The
endorsements that do not comply with this written
agreement
shall
not
waive
or
otherwise
affect
the
requirements of this agreement.
1.6.2
Each insurance policy required by this Contract must be in
effect at, or prior to, commencement of work under this
Contract. Failure to maintain the insurance policies as
required by this Contract, or to provide evidence of
renewal, is a material breach of contract.
1.6.3
All certificates required by this Contract shall be sent
directly to the Department. The State of Arizona
project/contract number and project description shall be
noted on the certificate of insurance. The State of Arizona
reserves the right to require complete copies of all
insurance policies required by this Contract at any time.
1.7
Subcontractors
insureds under its policies or Contractor shall be responsible for
ensuring and/or verifying that all subcontractors have valid and
collectable insurance as evidenced by the certificates of insurance
and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to the minimum Insurance
Requirements identified above. The Department reserves the right
to require, at any time throughout the life of this contract, proof
from the Contractor that its subcontractors have the required
coverage.
1.8
Approval and Modifications
The Contracting Agency, in consultation with State Risk, reserves
the right to review or make modifications to the insurance limits,
required coverages, or endorsements throughout the life of this
contract, as deemed necessary. Such action will not require a
formal Contract amendment but may be made by administrative
action.
1.9
Exceptions
In the event the Contractor or subcontractor(s) is/are a public
entity, then the Insurance Requirements shall not apply. Such public
entity shall provide a certificate of self-insurance. If the Contractor
or subcontractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
Uniform Terms and
Uniform Terms and Conditions
1.
Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed below are
defined as follows:
ich requires the Offeror to submit as part of
the Offer.
licitation, including the Uniform and Special
Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications
and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation
Amendments or Contract Amendments.
1.3.
"Contract Amendment" means a written document signed by the Procurement Officer that is
issued for the purpose of making changes in the Contract.
ss of form or the media on which it may be
recorded. The term may include technical data and computer software. The term does not
include information incidental to contract administration, such as financial, administrative, cost
or pricing, or management information.
t in the Solicitation or placed in the Exhibits
section of the Solicitation generally containing maps, schematics, examples of reports, or other
documents that will be used to perform the requirements of the Scope of Work after contract
award.
on, advance, deposit of money, services, or
anything of more than nominal value, present or promised, unless consideration of substantially
equal or greater value is received.
ent, supplies, printing, insurance and leases of
property but does not include land, a permanent interest in land or real property or leasing
space.
or her designee, duly authorized by the State to
enter into and administer Contracts and make written determinations with respect to the
Contract.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
or effort by a Contractor or Subcontractor which
does not involve the delivery of a specific end product other than required reports and
performance, but does not include employment agreements or collective bargaining
agreements.
uncil, board, bureau, committee, institution,
agency, government corporation or other establishment or official of the executive branch or
corporation commission of the State of Arizona that executes the Contract.
party or between a Subcontractor and another party delegating or assigning, in whole or in part,
the making or furnishing of any Materials or any Services required for the performance of the
Contract.
Contractor or to another Subcontractor as a part of a Contract with the State.
2.
Contract Interpretation
2.1.
Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform
Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code,
Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona
Administrative Code (A.A.C.) Title 2, Chapter 7.
2.2.
Implied Contract Terms. Each provision of law and any terms required by law to be in this
Contract are a part of this Contract as if fully stated in it.
2.3.
Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as
accepted by the State and as they may be amended, the following shall prevail in the order set
forth below:
2.3.1.
Special Terms and Conditions;
2.3.2.
Uniform Terms and Conditions;
2.3.3.
Statement or Scope of Work;
2.3.4.
Specifications;
2.3.5.
Attachments;
2.3.6.
Exhibits; then
2.3.7.
Any other documents referenced or included in the Solicitation including, but not
limited to, any Bid or Offer documents provided by the Contractor that do not fall into
one of the above categories.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
2.4.
Relationship of Parties. The Contractor under this Contract is an independent Contractor.
Neither party to this Contract shall be deemed to be the employee or agent of the other party to
the Contract.
2.5.
Severability. The provisions of this Contract are severable. Any term or condition deemed illegal
or invalid shall not affect any other term or condition of the Contract.
2.6.
No Parol Evidence. This Contract is intended by the parties as a final and complete expression of
their agreement. No course of prior dealings between the parties and no usage of the trade shall
supplement or explain any terms used in this document and no other understanding either oral
or in writing shall be binding.
strict performance of any term or condition of the
Contract shall not be deemed a waiver of that term or condition even if the party accepting or
acquiescing in the nonconforming performance knows of the nature of the performance and
fails to object to it.
3.
Contract Administration and Operation
3.1.
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually
require each Subcontractor to retain any and
acquisition and performance of the Contract for a period of five (5) years after the completion of
the Contract. All records shall be subject to inspection and audit by the State at reasonable
times. Upon request, the Contractor shall produce a legible copy of any or all such records.
3.2.
Non-Discrimination. The Contractor shall comply with State Executive Orders No. 2023-09,
2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and
regulations, including the Americans with Disabilities Act. Contractor shall include these
provisions in contracts with Subcontractors when required by Federal or State Law.
3.3.
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years
by the State and, where applicable, the Federal Government, to the extent that the books and
records relate to the performance of the Contract or Subcontract.
3.4.
Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its
facilities, Subcontractor facilitie
times for inspection of the facilities or Materials covered under this Contract as required under
A.R.S. § 41-2547. The State shall also have the right to test, at its own cost, the Materials to be
testing shall constitute final acceptance of the Materials or Services. If the State determines

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
non-compliance of the Materials, the Contractor shall be responsible for the payment of all
costs incurred by the State for testing and inspection.
3.5.
Notices. Notices to the Contractor required by this Contract shall be made by the State to the
person indicated on the Offer and Acceptance form submitted by the Contractor unless
otherwise stated in the Contract. Notices to the State required by the Contract shall be made by
the Contractor to the Solicitation Contact Person indicated on the Solicitation, stated in the
an authorized Contractor representative may change their respective person to whom notice
shall be given by written notice to the other and an amendment to the Contract shall not be
necessary.
3.6.
Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or
promote information for commercial benefit concerning this Contract without the prior written
approval of the Procurement Officer.
3.7.
Continuous Improvement. Contractor shall recommend continuous improvements on an
ongoing basis in relation to any Materials and Services offered under the Contract, with a view
to reducing State costs and improving the quality and efficiency of the provision of Materials or
Services. State may require Contractor to engage in continuous improvements throughout the
term of the Contract.
3.8.
Other Contractors. State may undertake on its own or award other contracts to the same or
other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully
with State employees and such other suppliers and carefully coordinate, fit, connect,
accommodate, adjust, or sequence its work to the related work by others. Where the Contract
regarding the necessary transfer of its work product, Materials, Services, or records to State or
the other suppliers. Contractor shall not commit or permit any act that interferes with the
foregoing section equitably among all its suppliers so as not impose an unreasonable burden on
any one of them.
3.9.
Ownership of Intellectual Property
3.9.1.
Rights In Work Product. All intellectual property originated or prepared by Contractor
pursuant to the Contract, including but not limited to, inventions, discoveries,
intellectual copyrights, trademarks, trade names, trade secrets, technical
communications, records reports, computer programs and other documentation or

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
property, provided that, State has Government Purpose Rights to that work product
as and when it was delivered to State.
3.9.2.1.
the unlimited, perpetual, irrevocable, royalty free, non-exclusive,
worldwide right to use, modify, reproduce, release, perform, display,
sublicense, disclose and create derivatives from that work product
without restriction for any activity in which State is a party;
3.9.2.2.
the right to release or disclose that work product to third parties for any
State government purpose; and
3.9.2.3.
the right to authorize those to whom it rightfully releases or discloses
that work product to use, modify, release, create derivative works from
the work product for any State government purpose; such recipients
being understood to include the federal government, the governments
of other states, and various local governments.
perform, release, display, create derivative works from or disclose that work product
for any commercial purpose, or to authorize others to do so.
3.9.4.
Joint Developments. The Contractor and State may each use equally any ideas,
concepts, know-how, or techniques developed jointly during the course of the
Contract, and may do so at their respective discretion, without obligation of notice or
accounting to the other party.
3.9.5.
Pre-existing Material. All pre-existing software and other Materials developed or
otherwise obtained by or for Contractor or its affiliates independently of the Contract
or applicable Purchase Orders are not part of the work product to which rights are
granted State under subparagraph 3.9.1 above, and will remain the exclusive
property of Contractor, provided that:
3.9.5.1.
any derivative works of such pre-existing Materials or elements thereof
that are created pursuant to the Contract are part of that work product;
3.9.5.2.
any elements of derivative work of such pre-existing Materials that was
not created pursuant to the Contract are not part of that work product;
and
3.9.5.3.
except as expressly stated otherwise, nothing in the Contract is to be
construed to interfere or diminish Cont
of such pre-existing Materials.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
3.9.6.
Developments Outside Of Contract. Unless expressly stated otherwise in the
Contract, this Section does not preclude Contractor from developing competing
Materials outside the Contract, irrespective of any similarity to Materials delivered or
to be delivered to State hereunder.
3.10.
Property of the State. If there are any materials that are not covered by Section 3.9 above
created under this Contract, including but not limited to, reports and other deliverables, these
materials are the sole property of the State. The Contractor is not entitled to a patent or
copyright on those materials and may not transfer the patent or copyright to anyone else. The
Contractor shall not use or release these materials without the prior written consent of the
State.
3.11.
Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local
immigration laws and regulations relating to the immigration status of their employees during
the term of the contract. Further, Contractor shall flow down this requirement to all
Subcontractors utilized during the term of the contract. The State shall retain the right to
perform random audits of Contractor and Subcontractor records or to inspect papers of any
employee thereof to ensure compliance. Should the State determine that the Contractor or any
Subcontractors be found noncompliant, the State may pursue all remedies allowed by law,
including, but not limited to: suspension of work, termination of the contract for default and
suspension or debarment of the contractor.
3.12.
E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance
with all Federal immigration laws and regulations relating to employees and warrants its
compliance with Section A.R.S. § 23- 214, Subsection A.
3.13.
Offshore Performance of Work involving Data is Prohibited. Any Services that are described in
the specifications or scope of work that directly serve the State of Arizona or its clients and
involve access to Data shall be performed within the defined territories of the United States.
3.14.
Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive
Order No. 2023-10, which includes, but is not limited to, a prohibition against (a) downloading
and installing of TikTok on all State-owned and State-leased information technology; and (b)
accessing TikTok through State information technology.
3.15.
Certifications Required by State Law.
3.15.1.
If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies
that it is not currently engaged in a boycott of Israel as described in A.R.S. §§ 35-
393 et seq. and will refrain from any such boycott for the duration of this
Contract.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
3.15.2.
Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding
use of the forced labor of ethnic Uyghurs, as applicable.
4.
Costs and Payments
4.1.
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days.
Upon receipt and acceptance of Materials or Services, the Contractor shall submit a complete
and accurate invoice for payment from the State within thirty (30) days.
4.2.
Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B.
e all freight delivery and unloading at the
destination.
4.3.
Minimum Discount from List Price. Unless stated otherwise in the Special Terms and Conditions
of the Contract, all prices shall be a minimum discount percentage off MSRP.
4.4.
Applicable Taxes
4.4.1.
Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.
4.4.2.
State and Local Transaction Privilege Taxes. The State of Arizona is subject to all
applicable state and local transaction privilege taxes. Transaction privilege taxes apply
to the sale and are the responsibility of the seller to remit. Failure to collect such taxes
from the buyer does not relieve the seller from its obligation to remit taxes.
4.4.3.
Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all Subcontractors to hold the State 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
4.4.4.
I.R.S. W9 Form. In order to receive payment the Contractor shall have a current I.R.S.
W9 Form on file with the State of Arizona, unless not required by law.
4.5.
Availability of Funds for the Next State Fiscal Year. Funds may not presently be available for
performance under this Contract beyond the current State Fiscal Year. No legal liability on the
part of the State for any payment may arise under this Contract beyond the current State Fiscal
Year until funds are made available for performance of this Contract.
4.6.
Availability of Funds for the Current State Fiscal Year. Should the State Legislature enter back
into session and reduce the appropriations or for any reason and these Materials or Services are
not funded, the State may take any of the following actions:

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
4.6.1.
Accept a decrease in price offered by the Contractor;
4.6.2.
Cancel the Contract; or
4.6.3.
Cancel the Contract and re-solicit the requirements.
5.
Contract Changes
5.1.
Amendments. This Contract is issued under the authority of the Procurement Officer who signed
this Contract. The Contract may be modified only through a Contract Amendment within the
scope of the Contract. Changes to the Contract, including the addition of Services or Materials,
the revision of payment terms, or the substitution of Services or Materials, directed by a person
who is not specifically authorized by the Procurement Officer in writing or made unilaterally by
the Contractor are violations of the Contract and of applicable law. Such changes, including
unauthorized written Contract Amendments shall be void and without effect, and the
Contractor shall not be entitled to any claim under this Contract based on those changes.
5.2.
Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the
performance of this Contract without the advance written approval of the Procurement Officer
as described in Arizona State Procurement Office Standard Procedure 002. The Contractor shall
Subcontract shall incorporate by reference the terms and conditions of this Contract.
5.3.
Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty
under this Contract without the prior written approval of the Procurement Officer. The State
shall not unreasonably withhold approval.
6.
Risk and Liability
6.1.
Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under this
Contract until received by authorized personnel at the location designated in the purchase order
or Contract. Mere receipt does not constitute final acceptance. The risk of loss for
nonconforming Materials shall remain with the Contractor regardless of receipt.
6.2.
Indemnification
6.2.1.
Contractor/Vendor Indemnification (Not Public Agency).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,
against any and all claims, actions, liabilities, damages, losses, or expenses (including
aim processing, investigation and litigation)
ly 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

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
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
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 Insurance and Indemnification Guidelines for State of Arizona
Contracts Professional Service Contracts 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
Subcontractor(s) is/are an agency, board, commission or university of the State of
Arizona.
6.2.2.
Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify,
defend, and hold harmless the other party (as 'indemnitee') from and against any and
all claims, losses, liability, costs, or expenses (including reasonable attorney's fees)
(hereinafter collectively referred to as 'claims') arising out of bodily injury of any
person (including death) or property damage but only to the extent that such claims
which result in vicarious/derivative liability to the indemnitee, are caused by the act,
omission, negligence, misconduct, or other fault of the indemnitor, its officers,
officials, agents, employees, or volunteers.
6.3.
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the
State against any liability, including costs and expenses, for infringement of any patent,
trademark or copyright arising out of Contract performance or use by the State of Materials
furnished or work performed under this Contract. The State shall reasonably notify the
Contractor of any claim for which it may be liable under this paragraph. If the Contractor is
insured pursuant to A.R.S. § 41-621 and § 35-154, this paragraph shall not apply.
6.4.
Force Majeure.
6.4.1.
Except for payment of sums due, neither the Contractor nor State shall be liable to the
performance of this Contract is prevented by reason of force majeure. The term
and occurs without its fault or negligence. Without limiting the foregoing, force
majeure includes: acts of God, acts of the public enemy, war, riots, strikes,

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
mobilization, labor disputes, civil disorders, fire, flood, lockouts, injunctions-
intervention-acts, failures or refusals to act by government authority, and other
similar occurrences beyond the control of the party declaring force majeure which
such party is unable to prevent by exercising reasonable diligence.
6.4.2.
Force Majeure shall not include the following occurrences:
6.4.2.1.
Late delivery of equipment, Materials, or Services caused by congestion
market;
6.4.2.2.
Late performance by a Subcontractor unless the delay arises out of a
force majeure occurrence in accordance with this force majeure term
and condition; or
6.4.2.3.
Inability of either the Contractor or any Subcontractor to acquire or
maintain any required insurance, bonds, licenses or permits.
6.4.3.
If either the Contractor or State is delayed at any time in the progress of the work by
force majeure, the delayed party shall notify the other party in writing of such delay,
as soon as is practicable and no later than the following working day, of the
commencement thereof and shall specify the causes of such delay in such notice. Such
notice shall be delivered or mailed certified-return receipt and shall make a specific
reference to this article, thereby invoking its provisions. The delayed party shall cause
such delay to cease as soon as practicable and shall notify the other party in writing
when it has done so. The time of completion shall be extended by Contract
Amendment for a period of time equal to the time that results or effects of such delay
prevent the delayed party from performing in accordance with this Contract.
6.4.4.
Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and to
the extent that such delay or failure is caused by force majeure.
6.5.
Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges
resulting from antitrust violations to the extent that those violations concern Materials or
Services supplied by third parties to the Contractor, toward fulfillment of this Contract.
7.
Warranties
7.1.
Liens. The Contractor warrants that the Materials supplied under this Contract are free of liens
and shall remain free of liens.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
7.2.
Quality. Unless otherwise modified elsewhere in the Special Terms and Conditions, the
Contractor warrants that, for one (1) year after acceptance by the State of the Materials, they
shall be:
7.2.1.
Of a quality to pass without objection in the trade under the Contract description;
7.2.2.
Fit for the intended purposes for which the Materials are used;
7.2.3.
Within the variations permitted by the Contract and are of even kind, quantity, and
quality within each unit and among all units;
7.2.4.
Adequately contained, packaged, and marked as the Contract may require; and
7.2.5.
Conform to the written promises or affirmations of fact made by the Contractor.
7.3.
Conformity to Requirements.
7.3.1.
Contractor warrants that, unless expressly provided otherwise elsewhere in the
Contract, the Materials and Services will for one (1) year after acceptance and in each
instance:
7.3.1.1.
Conform to the requirements of the Contract, which by way of reminder
include without limitation all descriptions, specifications, and drawings
identified in the Scope of Work and any and all Contractor affirmations
included as part of the Contract;
7.3.1.2.
Be free from defects of material and workmanship;
7.3.1.3.
Conform to or perform in a manner consistent with current industry
standards; and
7.3.1.4.
Be fit for the intended purpose or use described in the Contract.
7.3.2.
Mere delivery or performance does not substitute for express acceptance by the
State. Where inspection, testing, or other acceptance assessment of Materials or
Services cannot be done until after installation or invoicing, the forgoing warranty will
7.4.
Inspection/Testing. The warranties set forth in this Section 7 [Warranties] are not affected by
inspection or testing of or payment for the Materials or Services by the State.
7.5.
Contractor Personnel. Contractor warrants that its personnel will perform their duties under the
Contract in a professional manner, applying the requisite skills and knowledge, consistent with
industry standards, and in accordance with the requirements of the Contract. Contractor further
warrants that its key personnel will maintain any and all certifications relevant to their work,

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
and Contractor shall provide individual eviden
representatives upon request.
7.6.
Compliance With Applicable Laws. The Materials and Services supplied under this Contract shall
comply with all applicable federal, state, and local laws and policies (including, but not limited
to, information technology policies, standards,
and/or the website of any department, commission, council, board, bureau, committee,
institution, agency, government corporation or other establishment or official of the executive
branch or corporation commission of the State of Arizona). Federal requirements may be
incorporated into this Contract, if required, pursuant to A.R.S. § 41-2637. Contractor shall
maintain any and all applicable license and permit requirements. This requirement includes, but
is not limited to, any and all Arizona state statutes that impact state contracts, regardless of
whether those statutory references have been removed during the course of contract
negotiations; this is notice to Contractors that the State does not have the authority to modify
Arizona state law by contract.
7.7.
Intellectual Property. Contractor warrants that the Materials and Services do not and will not
infringe or violate any patent, trademark, copyright, trade secret, or other intellectual property
rights or laws, except only to the extent the Specifications do not permit use of any other
product and Contractor is not and cannot reasonably be expected to be aware of the
infringement or violation.
7.8.
Licenses and Permits. Contractor warrants that it will maintain all licenses required to fully
perform its duties under the Contract and all required permits valid and in force.
7.9.
Operational Continuity. Contractor warrants that it will perform without relief notwithstanding
being sold or acquired; no such
hereunder absent a consented delegation under paragraph 5.3 [Assignment and Delegation]
that expressly recognizes the event.
7.10.
Performance in Public Health Emergency. Contractor warrants that it will:
7.10.1.
Have in effect, promptly after commencement, a plan for continuing performance in
the event of a declared public health emergency that addresses, at a minimum:
7.10.1.1.
Identification of response personnel by name;
7.10.1.2.
Key succession and performance responses in the event of sudden
and significant decrease in workforce; and
7.10.1.3.
Alternative avenues to keep sufficient product on hand or in the
supply chain.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
7.10.2.
Provide a copy of its current plan to State within three (3) business days after
Majeure] for an occurrence of force majeure that is a declared public health
emergency, then that relief will be conditioned on Contractor having first
implemented its plan and exhausted all reasonable opportunity for that plan
implementation to overcome the effects of that occurrence, or mitigate those
effects to the extent that overcoming entirely is not practicable.
7.10.3.
A request from the State related to this paragraph 7.10 does not necessarily
indicate that there has been an occurrence of force majeure, and the Contractor will
not be entitled to any additional compensation or extension of time by virtue of
having to implement a plan.
7.10.4.
Failure to have or implement an appropriate plan will be a material breach of
contract.
7.11.
Lobbying
7.11.1.
Prohibition. Contractor warrants that it will not engage in lobbying activities, as
defined in 40 Code of Federal Regulations (CFR) part 34 and A.R.S. § 41-1231, et
seq., using monies awarded under the Contract, provided that, the foregoing does
not intend to constrain Contractor's use of its own monies or property, including
without limitation any net proceeds duly realized under the Contract or any value
thereafter derived from those proceeds; and upon award of the Contract, it will
disclose all lobbying activities to State to the extent they are an actual or potential
conflict of interest or where such activities could create an appearance of
impropriety. Contractor shall implement and maintain adequate controls to assure
compliance with above. Contractor shall obtain an equivalent warranty from all
Subcontractors and shall include an equivalent no-lobbying provision in all
Subcontracts.
7.11.2.
Exception. This paragraph 7.11 does not apply to the extent that the Services are
defined in the Contract as being lobbying
7.12.
Covered Telecommunications or Services. Contractor warrants that the Materials and Services
rendered under this Agreement will not require Contractor to use for the State, or provide to
the State to use, "covered telecommunications equipment or Services" as a substantial or
essential component of any system, or as critical technology as part of any system, within the
7.13.
Debarment, Suspension, U.S. Government Restricted Party Lists. Contractor warrants that it is
List, the Entities List, the Specially Designated Nationals and Blocked Parties List, and neither the

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
Contractor nor any Subcontractors are presently debarred, suspended, proposed for debarment
or otherwise declared ineligible for award of federal contracts or participation in federal
assistance programs or activities.
7.14.
False Statements. Contractor represents and warrants that all statements and information
Contractor prepared and submitted in response to the Solicitation or as part of the Contract
documents are current, complete, true, and accurate. If the Procurement Officer determines
that Contractor submitted an Offer or Bid with a false statement, or makes material
misrepresentations during the performance of the Contract, the Procurement Officer may
determine that Contractor has materially breached the Contract and may void the submitted
Offer or Bid and any resulting Contract.
7.15.
Survival of Rights and Obligations after Contract Expiration or Termination.
7.15.1.
Survival of Warranty. All representations and warranties made by Contractor under
the Contract will survive the expiration or earlier termination of the Contract.
7.15.2.
Contractor's Representations and Warranties. All representations and warranties
made by the Contractor under this Contract shall survive the expiration or
termination hereof. In addition, the parties hereto acknowledge that pursuant to
A.R.S. § 12-510, except as provided in A.R.S. § 12- 529, the State is not subject to or
barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5.
7.15.3.
Purchase Orders. The Contractor shall, in accordance with all terms and conditions of
the Contract, fully perform and shall be obligated to comply with all purchase orders
received by the Contractor prior to the expiration or termination hereof, unless
otherwise directed in writing by the Procurement Officer, including, without
limitation, all purchase orders received prior to but not fully performed and satisfied
at the expiration or termination of this Contract.
8.
State's Contractual Remedies
8.1.
Right to Assurance. If the State in good faith has reason to believe that the Contractor does not
intend to, or is unable to perform or continue performing under this Contract, the Procurement
Officer may demand in writing that the Contractor give a written assurance of intent to perform.
Failure by the Contractor to provide written assurance within the number of Days specified in
Uniform Terms and Conditions or other rights and remedies available by law or provided by the
contract.
8.2.
Stop Work Order.

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
8.2.1.
The State may, at any time, by written order to the Contractor, require the Contractor
to stop all or any part of the work called for by this Contract for period(s) of days
indicated by the State after the order is delivered to the Contractor. The order shall be
specifically identified as a stop work order issued under this clause. Upon receipt of
the order, the 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.
8.2.2.
If a stop work order issued under this clause is canceled or the period of the order or
any extension expires, the Contractor shall resume work. The Procurement Officer
shall make an equitable adjustment in the delivery schedule or Contract price, or
both, and the Contract shall be amended in writing accordingly.
8.3.
Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not
exclusive.
8.4.
Nonconforming Tender. Materials or Services supplied under this Contract shall fully comply
with the Contract. The delivery of Materials or Services or a portion of the Materials or Services
that do not fully comply constitutes a breach of contract. On delivery of nonconforming
Materials or Services, the State may terminate the Contract for default under applicable
termination clauses in the Contract, exercise any of its rights and remedies under the Uniform
Commercial Code, or pursue any other right or remedy available to it.
8.5.
Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any
expenses or costs incurred by the State, or damages assessed by the State concerning the
failure to perform the Contract, including
expenses, costs and damages described in the Uniform Terms and Conditions.
9.
Contract Termination
9.1.
Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this
Contract within three (3) years after Contract execution without penalty or further obligation if
any person significantly involved in initiating, negotiating, securing, drafting or creating the
Contract on behalf of the State is or becomes at any time while the Contract or an extension of
the Contract is in effect an employee of or a consultant to any other party to this Contract with
respect to the subject matter of the Contract. The cancellation shall be effective when the
Contractor receives written notice of the cancellation unless the notice specifies a later time. If
the Contractor is a political subdivision of the State, it may also cancel this Contract as provided
in A.R.S. § 38-511.
9.2.
Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if the
State determines that employment or a Gratuity was offered or made by the Contractor or a
representative of the Contractor to any officer or employee of the State with the purpose of

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
influencing the outcome of the procurement or securing the Contract, an amendment to the
Contract, or favorable treatment concerning the Contract, including the making of any
determination or decision about contract performance. The State, in addition to any other rights
or remedies, shall be entitled to recover exemplary damages in the amount of three (3) times
the value of the Gratuity offered by the Contractor.
9.3.
Suspension or Debarment. The State may, by written notice to the Contractor, immediately
terminate this Contract if the State determines that the Contractor has been debarred,
suspended or otherwise lawfully prohibited from participating in any public procurement
activity, including but not limited to, being disapproved as a Subcontractor of any public
procurement unit or other governmental body. Submittal of an offer or execution of a contract
shall attest that the Contractor is not currently suspended or debarred. If the Contractor
becomes suspended or debarred, the Contractor shall immediately notify the State.
9.4.
Termination for Convenience. The State reserves the right to terminate the Contract, in whole
or in part at any time when in the best interest of the State, without penalty or recourse. Upon
receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify
all Subcontractors of the effective date of the termination and minimize all further costs to the
State. In the event of termination under this paragraph, all documents, Data and reports
prepared by the Contractor under the Contract shall become the property of and be delivered to
the State upon demand. The Contractor shall be entitled to receive just and equitable
compensation for work in progress, work completed, and Materials or Services accepted before
the effective date of the termination. The cost principles and procedures provided in A.R.S. § 41-
2543 and A.A.C. Title 2, Chapter 7, Article 7, shall apply.
9.5.
Termination for Default.
9.5.1.
In addition to the rights reserved in the contract, the State may terminate the
Contract in whole or in part due to the failure of the Contractor to comply with any
term or condition of the Contract, to acquire and maintain all required insurance
policies, bonds, licenses and permits, or to make satisfactory progress in performing
the Contract. The Procurement Officer shall provide written notice of the termination
and the reasons for it to the Contractor.
9.5.2.
Upon termination under this paragraph, all goods, Materials, documents, Data, and
reports prepared by the Contractor under the Contract shall become the property of
and be delivered to the State on demand.
9.5.3.
The State may, upon termination of this Contract, procure, on terms and in the
manner that it deems appropriate, Materials or Services to replace those under this
Contract. The Contractor shall be liable to the State for any excess costs incurred by

State of Arizona Participating Addendum
NASPO Vehicle Lifts and Garage Equipment
Conditions
Arizona Department of Administration
State Procurement Office
1400 West Washington Street
Suite 300
Phoenix, AZ 85007
the State in procuring Materials or Services in substitution for those due from the
Contractor.
9.6.
Continuation of Performance Through Termination. The Contractor shall continue to perform, in
accordance with the requirements of the Contract, up to the date of termination, as directed in
the termination notice.
10.
Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41,
Chapter 23, Article 9, and rules adopted thereunder.
11.
Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract through
arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518,
except
as
may
be
required
by
other
applicable
statutes
(A.R.S.
Title
41).
Exhibit A

State of Arizona Participating Addendum
Arizona Department of Administration
NASPO Vehicle Lifts and Garage Equipment
State Procurement Office
100 North 15th Avenue
Phoenix, AZ 85007
Please note that if any of the following apply to this Solicitation, Contract, or Contractor, then the Offeror shall
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.
written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage
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 entities doing business in 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
liability partnership, limited liability 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.
5. "Public entity": (a) Means this State, a 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 universities under the jurisdiction of the Arizona board
of regents and community 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:
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. I understand that my entire response will
become a public record in accordance with A.A.C. R2-7-C317;
The Company submitting this Offer does participate in a boycott of Israel as described in A.R.S. § 35-393 et seq.; or
Exempt Solicitation, Contract, or Contractor. Indicate which of the following statements applies to this Contract
(may be more than one):
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.
Company name
Signature of person authorized to sign
Address
Printed name and Title
City, State, ZIP
Contact email address
Contact phone number
Mohawk Lifts LLC
Signature of person authorized to sign
65 Vrooman Ave PO Box 110
Steve Perlstein - President
Amsterdam, NY 12010
sperlstein@mohawklifts.com 518-842-1431 ext: 2400

State of Arizona Participating Addendum
Arizona Department of Administration
NASPO Vehicle Lifts and Garage Equipment
State Procurement Office
Ban
100 North 15th Avenue
Phoenix, AZ 85007
Contractor is a sole proprietorship;
Contractor has fewer than ten (10) employees; OR
Contractor is a non-profit organization.
Pursuant to A.R.S. § 35-394, written certification is required to show that the company entering into a contract
with a public entity does not use the forced labor, or use any contractors, subcontractors or suppliers that use
the forced labor or any goods or services produced by the forced labor or any goods or services produced by the
forced labor, of ethnic Uyghurs in the People's Republic of China.
Under A.R.S. § 35-394:
1. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited
liability partnership, limited liability 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.
2. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or department of
this State or a political subdivision of this State.
In compliance with A.R.S. § 35-394, all Contractors must select one of the following:
Company does not use, and agrees not to use during the term of the contract, any of the following:
Any Contractors, Subcontractors, or suppliers that use the forced labor or any goods or services produced
The Company does participate in the use of Forced Uyghurs Labor as described in A.R.S. § 35-394.
Exempt Contractor: Select all statements that apply to the Contractor:
Contractor is a sole proprietorship;
Contractor has fewer than ten (10) employees; and/or
Contractor is a non-profit organization.
Company name
Signature of person authorized to sign
Address
Printed name and Title
City, State, ZIP
Contact email address
Contact phone number
Mohawk Lifts LLC
Si
t
f
th
i
d t
i
65 Vrooman Ave PO Box 110
Steve Perlstein - President
Amsterdam, NY 12010
sperlstein@mohawklifts.com 518-842-1431 ext: 2400

Master Agreement for
VEHICLE LIFTS AND GARAGE ASSOCIATED EQUIPMENT
_________________________________________________________________________________________________________________
Page 1 of 18
Master Agreement Number CW7258
Solicitation Number Doc554414018
Be it known, the State of Louisiana (hereinafter sometimes referred to as "Lead State") and Mohawk Lifts LLC, 65
Vrooman Ave., Amsterdam, NY 12010 (hereinafter sometimes referred to as "Contractor") do hereby enter into this
Master Agreement under the following terms and conditions.
I.
Definitions
1.1
Acceptance means acceptance of goods and services as set forth in Section IX of this Master
Agreement.
1.2
Contractor means a party to this Master Agreement, whether a person or entity, that delivers
goods or performs services under the terms set forth in this Master Agreement.
1.3
Embedded Software means one (1) or more software applications which permanently reside on
a computing device.
1.4
Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade
secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or
intangible form, and all rights, title, and interest therein.
1.5
Lead State means the State centrally administering any resulting Master Agreement(s) who is a
party to this Master Agreement.
1.6
Master Agreement means the underlying agreement executed by and between the Lead State,
acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended.
1.7
NASPO ValuePoint is a division of the National Association of State Procurement Officials
cooperative group contracting consortium of state chief procurement officials for the benefit of
state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e.,
colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the
District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the
Master Agreement as the recipient of reports and may perform contract administration functions
relating to collecting and receiving reports, as well as other contract administration functions as
assigned by the Lead State.
1.8
Order or Purchase Order means any purchase order, sales order, contract or other document
used by a Purchasing Entity to order the Products.
1.9
Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any additional Participating Entity-
specific language or other requirements (e.g., ordering procedures specific to the Participating
Entity, entity-specific terms and conditions, etc.).
1.10
Participating Entity means a state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the laws of
some states properly authorized to enter into a Participating Addendum, that has executed a
Participating Addendum.
1.11
Participating State means a state that has executed a Participating Addendum or has indicated
an intent to execute a Participating Addendum.
1.12
Product or Products and Services means any equipment, software (including embedded
software), documentation, service, or other deliverable supplied or created by the Contractor
pursuant to this Master Agreement. The term Product includes goods and services.
1.13
Purchasing Entity means a state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the laws of
some states if authorized by a Participating Addendum, that issues a Purchase Order against the
Master Agreement and becomes financially committed to the purchase.

Master Agreement for
VEHICLE LIFTS AND GARAGE ASSOCIATED EQUIPMENT
_________________________________________________________________________________________________________________
Page 2 of 18
II.
Term of Master Agreement
2.1
Term. This Master Agreement is effective upon execution by the Lead State and will end on
March 31, 2028 unless terminated sooner.
2.2
Amendment Limitations. The terms of this Master Agreement will not be waived, altered,
modified, supplemented, or amended in any manner whatsoever without prior written agreement
of the Lead State and Contractor.
2.3
Amendment Term. The term of the Master Agreement may be amended past the initial term and
stated renewal periods for a reasonable period if in the judgment of the Lead State a follow-on
competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the
planned date of execution of the follow-on master agreement. This subsection will not be deemed
to limit the authority of a Lead State under its state law to otherwise negotiate contract
extensions.
III.
Attachments
3.1
This Master Agreement includes the following documents:
3.1.1
Attachment A: Scope of Work
3.1.2
Attachment B: Master Agreement Pricing
3.1.3
The RFP Solicitation and addenda, incorporated by reference but not attached
3.1.4
IV.
Order of Precedence
4.1
Order. Any Order placed under this Master Agreement will consist of the following documents:
4.1.1
4.1.2
NASPO ValuePoint Master Agreement, including all attachments thereto;
4.1.3
A Purchase Order or Scope of Work/Specifications issued against the Master Agreement;
4.1.4
agreement that integrates applicable provisions;
4.1.5
Lead State.
4.2
Conflict. These documents will be read to be consistent and complementary. Any conflict among
these documents will be resolved by giving priority to these documents in the order listed above.
Contractor terms and conditions that apply to this Master Agreement are only those that are
expressly accepted by the Lead State and must be in writing and attached to this Master
Agreement as an Exhibit or Attachment.
4.3
Participating Addenda. Participating Addenda will not be construed to diminish, modify, or
otherwise derogate any provisions in this Master Agreement between the Lead State and
Contractor. Participating Addenda will not include a term of agreement that exceeds the term of
the Master Agreement.
V.
Participation
5.1
Requirement for a Participating Addendum. Contractor may not deliver Products under this
Master Agreement until a Participating Addendum acceptable to the Participating Entity and
Contractor is executed.
5.2
Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and
Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities
covered by their Participating Addendum), except to the extent altered, modified, supplemented
or amended by a Participating Addendum, subject to Section III. For the purposes of illustration
and not limitation, this authority may apply to unique delivery and invoicing requirements,
Requirement for a Participating Addendum. Contractor may not deliver Products under this
q
p
g
y
Master Agreement until a Participating Addendum acceptable to the Participating Entity and
g
Contractor is executed.
5.2
Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and
pp
y
g
g
Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities
pp
y
y
p
g
y (
g
covered by their Participating Addendum), except to the extent altered, modified, supplemented
y
p
g
),
p
,
,
pp
or amended by a Participating Addendum, subject to Section III. For the purposes of illustration
y
p
g
,
j
p
p
and not limitation, this authority may apply to unique delivery and invoicing requirements,

Master Agreement for
VEHICLE LIFTS AND GARAGE ASSOCIATED EQUIPMENT
_________________________________________________________________________________________________________________
Page 3 of 18
confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a
Participating Entity, indemnification, and insurance requirements. Statutory or constitutional
requirements relating to availability of funds may require specific language in some Participating
Addenda in order to comply with applicable law. The expectation is that these alterations,
modifications, supplements, or amendments will be addressed in the Participating Addendum or,
with the consent of the Purchasing Entity and Contractor, may be included in the ordering
document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order.
5.3
Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies,
political subdivisions and other Participating Entities is subject to applicable state law and the
approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility
for participation are solely within the authority of the respective State Chief Procurement Official.
5.4
Obligated Entities. Obligations under this Master Agreement are limited to those Participating
Entities who have signed a Participating Addendum and Purchasing Entities within the scope of
those Participating Addenda. States or other entities permitted to participate may use an informal
competitive process to determine which Master Agreements to participate in through execution of
a Participating Addendum. Participating Entities incur no financial obligations on behalf of other
Purchasing Entities.
5.5
Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each
Participating Addendum to pa@naspovaluepoint.org to support documentation of participation
and posting in appropriate databases.
5.6
Eligibility for a Participating Addendum. Eligible entities who are not states may under some
circumstances sign their own Participating Addendum, subject to the consent of the Chief
Procurement Official of the state where the entity is located. Coordinate requests for such
participation through NASPO ValuePoint. Any permission to participate through execution of a
Participating Addendum is not a determination that procurement authority exists; the entity must
ensure that they have the requisite procurement authority to execute a Participating Addendum.
5.7
Prohibition on Resale. Subject to any specific conditions included in the solicitation or
Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement.
Absent any such condition or explicit permission, this limitation does not prohibit: payments by
employees of a Purchasing Entity for Products; sales of Products to the general public as surplus
property; and fees associated with inventory transactions with other governmental or nonprofit
permitted by this subsection must be consistent with license rights granted for use of intellectual
property.
5.8
Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and
Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement
and applicable Participating Addendum and will have the same rights and responsibilities for their
purchases as the Lead State has in the Master Agreement and as the Participating Entity has in
the Participating Addendum, including but not limited to any indemnity or right to recover any
costs as such right is defined in the Master Agreement and applicable Participating Addendum for
their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and
liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.
5.9
Release of Information. Throughout the duration of this Master Agreement, Contractor must
secure from the Lead State prior approval for the release of information that pertains to the
potential work or activities covered by the Master Agreement. This limitation does not preclude
publication about the award of the Master Agreement or marketing activities consistent with any
proposed and accepted marketing plan.
5.10
No Representations. The Contractor shall not make any representations of NASPO ValuePoint,
quality or effectiveness of the services that are the subject of this Master Agreement without prior
written consent.
Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies,
p
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,
political subdivisions and other Participating Entities is subject to applicable state law and the
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approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility
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for participation are solely within the authority of the respective State Chief Procurement Official.
confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a
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Participating Entity, indemnification, and insurance requirements. Statutory or constitutional
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requirements relating to availability of funds may require specific language in some Participating
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Addenda in order to comply with applicable law. The expectation is that these alterations,
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modifications, supplements, or amendments will be addressed in the Participating Addendum or,
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with the consent of the Purchasing Entity and Contractor, may be included in the ordering
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document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order.

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VI.
NASPO ValuePoint Provisions
6.1
Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in
Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master
Agreement.
6.2
Administrative Fees
6.2.1
NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a
NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025)
no later than 60 days following the end of each calendar quarter. The NASPO ValuePoint
Administrative Fee must be submitted quarterly and is based on all sales of products and
services under the Master Agreement (less any charges for taxes or shipping). The
NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as
6.2.2
State Imposed Fees. Some states may require an additional fee be paid by Contractor
directly to the state on purchases made by Purchasing Entities within that state. For all
such requests, the fee rate or amount, payment method, and schedule for such reports
and payments will be incorporated into the applicable Participating Addendum. Unless
otherwise negotiated by the Participating Entity, Contractor may adjust the Master
effect on the NASPO ValuePoint administrative fee, pricing in the Master Agreement, or
pricing offered to Purchasing Entities outside the jurisdiction of the Participating Entity.
6.3
NASPO ValuePoint Summary and Detailed Usage Reports
6.3.1
Sales Data Reporting. In accordance with this section, Contractor shall report to
NASPO ValuePoint all Orders under this Master Agreement for which Contractor has
invoiced the ordering entity or individual, including Orders invoiced to Participating Entity
or Purchasing Entity employees for personal use if such use is permitted by this Master
complete reporting of Sales Data is a material requirement of this Master Agreement.
Reporting requirements, including those related to the format, contents, frequency, or
delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to
Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall
have exclusive ownership of any media on which reports are submitted and shall have a
perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display,
modify, copy, and otherwise use reports, data, and information provided under this
section.
6.3.2
Summary Sales Data.
totals by state. Contractor shall, using the reporting tool or template provided by NASPO
ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter
no later than thirty (30) days following the end of the quarter. If Contractor has no
reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
6.3.3
Detailed Sales Data.
information required by the Solicitation or by NASPO ValuePoint, including customer
information, Order information, and line-item details. Contractor shall, using the reporting
tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty (30) days following the end of the
quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or
provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data
shall be consistent with the total sales volume of reported Summary Sales Data.
6.3.4
Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide
to NASPO ValuePoint tables of customer and Product information and specific attributes
thereof for the purpose of standardizing and analyzing reported Sales Data

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Purchasing Entities and identify for each the appropriate customer type as defined by
Agreement category (and subcategory, if applicable), manufacturer part number, product
description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT
value and Energy Star rating. Crosswalk requirements and fields may be updated by
NASPO ValuePoint with reasonable notice to Contractor and without amendment to this
Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep
6.3.5
Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide
NASPO ValuePoint with an executive summary that includes but is not limited to a list of
states with an active Participating Addendum, states with which Contractor is in
negotiations, and any Participating Addendum roll-out or implementation activities and
issues. NASPO ValuePoint and Contractor will determine the format and content of the
executive summary.
6.4
NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
6.4.1
Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel.
contract administrator(s) and sales/marketing workforce regarding the Master Agreement
contract, including the competitive nature of NASPO ValuePoint procurements, the
master agreement and participating addendum process, and the manner in which eligible
entities can participate in the Master Agreement.
6.4.2
Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as
Participating Addendums are executed, provide plans to launch the program for the
Participating Entity. Plans will include time frames to launch the agreement and
and terms of the Master Agreement as available to the Participating Entity and eligible
Purchasing Entities.
6.4.3
Annual Contract Performance Review. Contractor shall participate in an annual
contract performance review with the Lead State and NASPO ValuePoint, which may at
the discretion of the Lead State be held in person and which may include a discussion of
marketing action plans, target strategies, marketing materials, Contractor reporting, and
timeliness of payment of administration fees.
6.4.4
Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by
Contractor in sales and marketing until a separate logo use agreement is executed with
NASPO ValuePoint.
6.4.5
Most Favored Customer. Contractor shall, within thirty (30) days of their effective date,
notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer
provisions in third-party contracts or agreements that may affect the promotion of this
Master Agreement or whose terms provide for adjustments to future rates or pricing
based on rates, pricing in, or Orders from this Master Agreement. Upon request of the
Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such
provisions.
6.5
Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion,
Master Agreement does not warrant further administration of the Master Agreement. The Lead
State may also exercise its right to not renew the Master Agreement if vendor fails to record or
report revenue for three (3) consecutive quarters, upon 60-calendar day written notice to the
Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two (2)
years after execution of the Master Agreement. This subsection does not limit the discretionary
right of either the Lead State or Contractor to cancel the Master Agreement or terminate for
default subject to the terms herein. This subsection also does not limit any right of the Lead State
to cancel the Master Agreement under applicable laws.

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6.6
Canadian Participation. Subject to the approval of Contractor, any Canadian provincial
government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick,
Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or
Saskatchewan, and territorial government or territorial government funded entity in the Northwest
Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school
boards, health authorities, housing authorities, agencies, boards, commissions, and crown
corporations, may be eligible to use Contractor's Master Agreement.
6.7
Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor
obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which
shall be the same or similar (and not less favorable) than the terms set forth in the Master
Agreement.
VII.
Pricing, Payment & Leasing
7.1
Pricing. The prices contained in this Master Agreement or offered under this Master Agreement
represent the not-to-exceed price to any Purchasing Entity.
7.1.1
amendment to this Master Agreement, provided the catalog is accessible to the Lead
NASPO ValuePoint website. All discounts must be guaranteed and maintained for the
entire term of this Master Agreement, and all products and services offered must comply
with the requirements herein. All pricing is subject to an independent review for
reasonableness and best value by the Lead State. Pricing for any product or service that
is determined by the Lead State to be unreasonable, including any cost to which
from this Master Agreement.
7.2
Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after
Acceptance will be made within thirty (30) days following the date the entire order is delivered or
the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess
overdue account charges up to a maximum rate of one percent (1%) per month on the
outstanding balance, unless a different late payment amount is specified in a Participating
Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the
manner specified in the Participating Addendum or Order. Payments may be made via a
purchasing card with no additional charge.
7.3
Prohibition Against Advance Payment. Unless otherwise agreed upon in a Participating
Addendum or Order, no compensation or payment of any nature shall be made in advance of
services actually performed or products actually delivered.
7.4
Leasing or Alternative Financing Methods. The procurement and other applicable laws of
some Purchasing Entities may permit the use of leasing or alternative financing methods for the
acquisition of Products under this Master Agreement. Where the terms and conditions are not
otherwise prescribed in an applicable Participating Addendum, the terms and conditions for
leasing or alternative financing methods are subject to negotiation between the Contractor and
Purchasing Entity.
VIII.
Ordering
8.1
Order Numbers. Master Agreement order and purchase order numbers must be clearly shown
on all acknowledgments, packing slips, invoices, and on all correspondence.
8.2
Quotes. Purchasing Entities may define entity-specific or project-specific requirements and
commitments may be made to achieve reductions in pricing. This procedure may be modified in
Entity may in its sole discretion determine which Master Agreement Contractors should be

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solicited for a quote. The Purchasing Entity may select the quote that it considers most
advantageous, cost, and other factors considered.
8.3
Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing
procedure and documentation. Contractor is expected to become familiar with the Purchasing
contemplated by this Master Agreement.
8.4
Required Documentation. Contractor shall not begin work without a valid Purchase Order or
other appropriate commitment document under the law of the Purchasing Entity.
8.5
Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement
and applicable Participating Addendum during the term of the Master Agreement and
Participating Addendum.
8.5.1
Orders must be placed pursuant to this Master Agreement prior to the termination date
thereof, but may have a delivery date or performance period up to 120 days past the
then-current termination date of this Master Agreement.
8.5.2
Notwithstanding the previous, Orders must also comply with the terms of the applicable
Participating Addendum, which may further restrict the period during which Orders may
be placed or delivered.
8.5.3
Financial obligations of Purchasing Entities payable after the current applicable fiscal
year are contingent upon agency funds for that purpose being appropriated, budgeted,
and otherwise made available.
8.5.4
Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor shall perform in accordance with the terms of any Orders then outstanding at
the time of such expiration or termination. Contractor shall not honor any Orders placed
after the expiration, cancellation, or termination of this Master Agreement, or in any
8.5.5
Orders for any separate indefinite quantity, task order, or other form of indefinite delivery
order arrangement priced against this Master Agreement may not be placed after the
expiration or termination of this Master Agreement, notwithstanding the term of any such
indefinite delivery order agreement.
8.6
Order Form Requirements. All Orders pursuant to this Master Agreement, at a minimum, must
include:
8.6.1
The services or supplies being delivered;
8.6.2
A shipping address and other delivery requirements, if any;
8.6.3
A billing address;
8.6.4
Purchasing Entity contact information;
8.6.5
Pricing consistent with this Master Agreement and applicable Participating Addendum
and as may be adjusted by agreement of the Purchasing Entity and Contractor;
8.6.6
A not-to-exceed total for the products or services being ordered; and
8.6.7
The Master Agreement number or the applicable Participating Addendum number,
provided the Participating Addendum references the Master Agreement number.
8.7
Communication. All communications concerning administration of Orders placed must be
office, or to such other individual identified in writing in the Order.
8.8
Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of
Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under
Federal Awards, Orders funded with federal funds may have additional contractual requirements
or certifications that must be satisfied at the time the Order is placed or upon delivery. These

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federal requirements may be proposed by Participating Entities in Participating Addenda and
Purchasing Entities for incorporation in Orders placed under this Master Agreement.
IX.
Shipping and Delivery
9.1
Shipping Terms. All deliveries within the contiguous United States will be F.O.B. destination,
freight pre-paid, with all transportation and handling charges paid by the Contractor. All deliveries
to Alaska, Hawaii, US territories, or other offshore Purchasing Entities shall be FOB, freight pre-
paid to the nearest port of embarkation. An estimate of shipping charges must be provided to the
Purchasing Entity prior to shipment.
9.1.1
Notwithstanding the above, responsibility and liability for loss or damage will remain the
obligations.
9.2
Minimum Shipping. The minimum shipment amount, if any, must be contained in the Master
Agreement. Any order for less than the specified amount is to be shipped with the freight prepaid
and added as a separate item on the invoice. Any portion of an Order to be shipped without
transportation charges that is back ordered will be shipped without charge.
9.3
Inside Deliveries.
by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery
to a location other than a loading dock, front lobby, or reception area. Specific delivery
instructions will be noted on the order form or Purchase Order. Costs to repair any damage to the
building interior (e.g., scratched walls, damage to the freight elevator, etc.) caused by Contractor
aware of such damage, Contractor shall notify the Purchasing Entity placing the Order.
9.4
Packaging.
include all packing and/or crating charges. Cases must be of durable construction, in good
condition, properly labeled and suitable in every respect for storage and handling of contents.
Each shipping carton must be marked with the commodity, brand, quantity, item code number
X.
Inspection and Acceptance
10.1
Laws and Regulations. Any and all Products offered and furnished must comply fully with all
applicable Federal, State, and local laws and regulations.
10.2
Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or
ordering document, the terms of this Section IX will apply. This section is not intended to limit
rights and remedies under the applicable commercial code.
10.3
Inspection. All Products are subject to inspection at reasonable times and places before
Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized
agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times,
to monitor and evaluate performance, compliance, and/or quality assurance requirements under
this Master Agreement.
10.3.1
Products that do not meet specifications may be rejected. Failure to reject upon receipt,
however, does not relieve the contractor of liability for material (nonconformity that
substantial impairs value) latent or hidden defects subsequently revealed when goods
are put to use.
10.3.2
Acceptance of such goods may be revoked in accordance with the provisions of the
applicable commercial code, and the Contractor is liable for any resulting expense
incurred by the Purchasing Entity related to the preparation and shipping of Product
rejected and returned, or for which Acceptance is revoked.
10.4
Failure to Conform. If any services do not conform to contract requirements, the Purchasing
Entity may require the Contractor to perform the services again in conformity with contract

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requirements, at no increase in Order amount. When defects cannot be corrected by re-
performance, the Purchasing Entity may require the Contractor to take necessary action to
ensure that future performance conforms to contract requirements and reduce the contract price
to reflect the reduced value of services performed.
10.5
Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry
standards, to ascertain whether the Product meets the standard of performance or specifications
prior to Acceptance by the Purchasing Entity.
10.5.1
The Acceptance Testing period will be thirty (30) calendar days, unless otherwise
specified, starting from the day after the Product is delivered or, if installed by Contractor,
the day after the Product is installed and Contractor certifies that the Product is ready for
Acceptance Testing.
10.5.2
If the Product does not meet the standard of performance or specifications during the
initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue
Acceptance Testing on a day-to-day basis until the standard of performance is met.
10.5.3
Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after the
cure period, the Product still has not met the standard of performance or specifications,
the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and
terminate the Order; (b) demand replacement Product from Contractor at no additional
cost to Purchasing Entity; or, (c) continue the cure period for an additional time period
agreed upon by the Purchasing Entity and the Contractor.
10.5.4
Contractor shall pay all costs related to the preparation and shipping of Product returned
pursuant to the section.
10.5.5
No Product will be deemed Accepted and no charges will be paid until the standard of
performance or specification is met.
XI.
Warranty
11.1
Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or
ordering document, the terms of this Section X will apply.
11.2
Warranty. For a period of time as specified in the Proposal, the Contractor warrants that: (a) the
Product performs according to all specific claims that the Contractor made in its response to the
solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used,
(c) the Product is suitable for any special purposes identified in the solicitation or for which the
manufactured in a commercially reasonable manner, and (e) the Product is free of defects.
11.3
Breach of Warranty. Upon breach of the warranty set forth above, the Contractor will repair or
replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered
and made known to the Contractor. If the repaired and/or replaced Product proves to be
inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any
payments that have been made.
11.4
Rights Reserved. The rights and remedies of the parties under this warranty are in addition to
any other rights and remedies of the parties provided by law or equity, including, without
limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party,
11.5
Warranty Period Start Date. The warranty period will begin upon Acceptance, as set forth in
Section IX.
XII.
Product Title
12.1
Conveyance of Title. Upon Acceptance by the Purchasing Entity, Contractor shall convey to
Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security
interests.

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12.2
Embedded Software. Transfer of title to the Product must include an irrevocable and perpetual
license to use any Embedded Software in the Product. If Purchasing Entity subsequently
transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the
license to use the Embedded Software with the transfer of Product title. A subsequent transfer of
this software license will be at no additional cost or charge to either Purchasing Entity or
12.3
License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a
nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce,
transfer with any sale of tangible media or Product, perform, display, and dispose of the
Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not
ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual
Property.
XIII.
Indemnification
13.1
General Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO,
NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with
their officers and employees, from and against third-party claims, damages or causes of action
property arising from any act, error, or omission of the Contractor, its employees or
subcontractors or volunteers, at any tier, relating to performance under this Master Agreement.
13.2
Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities,
along with their officers and employees ("Indemnified Party"), from and against claims, damages
that the Product or its use infringes Intellectual Property rights of another person or entity
("Intellectual Property Claim").
13.2.1
the Product with any other product, system or method, unless the Product, system or
method is:
13.2.1.1
13.2.1.2
specified by the Contractor to work with the Product;
13.2.1.3
reasonably required to use the Product in its intended manner, and the
infringement could not have been avoided by substituting another
reasonably available product, system or method capable of performing
the same function; or
13.2.1.4
reasonably expected to be used in combination with the Product.
13.2.2
The Indemnified Party shall notify the Contractor within a reasonable time after
receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails
to provide reasonable notice, the Contractor shall not be relieved from its obligations
unless the Contractor can demonstrate that it was prejudiced in defending the
Intellectual Property Claim resulting in increased expenses or loss to the Contractor.
If the Contractor promptly and reasonably investigates and defends any Intellectual
Property Claim, it shall have control over the defense and settlement of the
Intellectual Property Claim. However, the Indemnified Party must consent in writing
for any money damages or obligations for which it may be responsible.
13.2.3
expense, information and assistance necessary for such defense. If the Contractor
fails to vigorously pursue the defense or settlement of the Intellectual Property Claim,
the Indemnified Party may assume the defense or settlement of the Intellectual
Property Claim and the Contractor shall be liable for all costs and expenses,

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Party in the pursuit of the Intellectual Property Claim.
13.2.4
Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of
liability in this Master Agreement or in any other document executed in conjunction
with this Master Agreement.
XIV.
Insurance
14.1
Term. Contractor shall, during the term of this Master Agreement, maintain in full force and effect,
the insurance described in this section. A Participating Entity may negotiate alternative Insurance
requirements in their Participating Addendum.
14.2
Class. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to
14.3
Coverage. Coverage must be written on an occurrence basis. The minimum acceptable limits will
be as indicated below:
14.3.1
Contractor shall maintain Commercial General Liability insurance covering premises
operations, independent contractors, products and completed operations, blanket
contractual liability, personal injury (including death), advertising liability, and property
damage, with a limit of not less than $1 million per occurrence and $2 million general
aggregate;
14.3.2
Contractor shall maintain Automobile Liability insurance with a minimum combined
single limit per accident of not less than $1 million;
14.3.3
Contractor shall maintain Workers Compensation insurance in compliance with the
Liability is included with a minimum limit of $1 million per accident/per disease/per
employee.
14.4
Notice of Cancellation. Contractor shall pay premiums on all insurance policies. Contractor shall
provide notice to a Participating Entity who is a state within five (5) business days after Contractor
is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that
cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
14.5
Notice of Endorsement. Prior to commencement of performance, Contractor shall provide to the
documentary evidence acceptable to the Lead State that (1) provides that written notice of
cancellation will be delivered in accordance with the policy provisions, and (2) provides that the
Participating State as secondary and noncontributory.
14.6
Participating Entities. Contractor shall provide to Participating States and Participating Entities
the same insurance obligations and documentation as those specified in Section XIII, except the
endorsement is provided to the applicable Participating State or Participating Entity.
14.7
Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all
required insurance in a form sufficient to show required coverage within thirty (30) calendar days
of the execution of this Master Agreement and prior to performing any work. Copies of renewal
certificates of all required insurance will be furnished within thirty (30) days after any renewal date
to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the
termination or the termination of any Participating Addendum.
14.8
Disclaimer.
this Master Agreement, any Participating Addendum, or any Purchase Order.

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XV.
General Provisions
15.1
Records Administration and Audit
15.1.1
The Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Agreement and Orders placed by Purchasing Entities under
it to the extent and in such detail as will adequately reflect performance and
administration of payments and fees. Contractor shall permit the Lead State, a
Participating Entity, a Purchasing Entity, the federal government (including its grant
awarding entities and the U.S. Comptroller General), and any other duly authorized
agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe
Contractor's books, documents, papers and records directly pertinent to this Master
Agreement or orders placed by a Purchasing Entity under it for the purpose of
making audits, examinations, excerpts, and transcriptions. This right will survive for a
period of six (6) years following termination of this Agreement or final payment for
any order placed by a Purchasing Entity against this Master Agreement, whichever is
assure compliance with the terms hereof or to evaluate performance hereunder.
15.1.2
Without limiting any other remedy available to any governmental entity, the
Contractor shall reimburse the applicable Lead State, Participating Entity, or
Purchasing Entity for any overpayments inconsistent with the terms of the Master
Agreement or Orders or underpayment of fees found as a result of the examination of
15.1.3
The rights and obligations herein exist in addition to any quality assurance obligation
in the Master Agreement that requires the Contractor to self-audit contract obligations
and that permits the Lead State to review compliance with those obligations.
15.2
Confidentiality, Non-Disclosure, and Injunctive Relief
15.2.1
Confidentiality. Contractor acknowledges that it and its employees or agents may, in
the course of providing a Product under this Master Agreement, be exposed to or
clients.
15.2.1.1
Any and all information of any form that is marked as confidential or
would by its nature be deemed confidential obtained by Contractor or its
employees or agents in the performance of this Master Agreement,
records, (2) personnel records, and (3) information concerning
15.2.1.2
Any reports or other documents or items (including software) that result
from the use of the Confidential Information by Contractor shall be
treated in the same manner as the Confidential Information.
15.2.1.3
Confidential Information does not include information that (1) is or
becomes (other than by disclosure by Contractor) publicly known; (2) is
furnished by Purchasing Entity to others without restrictions similar to
possession without the obligation of nondisclosure prior to the time of its
disclosure under this Master Agreement; (4) is obtained from a source
other than Purchasing Entity without the obligation of confidentiality, (5)
is disclosed with the written consent of Purchasing Entity; or (6) is
independently developed by employees, agents or subcontractors of
Contractor who can be shown to have had no access to the Confidential
Information.
15.2.2
Non-Disclosure. Contractor shall hold Confidential Information in confidence, using
at least the industry standard of confidentiality, and shall not copy, reproduce, sell,

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assign, license, market, transfer or otherwise dispose of, give, or disclose
Confidential Information to third parties or use Confidential Information for any
purposes whatsoever other than what is necessary to the performance of Orders
placed under this Master Agreement.
15.2.2.1
Contractor shall advise each of its employees and agents of their
obligations to keep Confidential Information confidential. Contractor shall
use commercially reasonable efforts to assist Purchasing Entity in
identifying and preventing any unauthorized use or disclosure of any
Confidential Information.
15.2.2.2
Without limiting the generality of the foregoing, Contractor shall advise
Purchasing Entity, applicable Participating Entity, and the Lead State
immediately if Contractor learns or has reason to believe that any person
who has had access to Confidential Information has violated or intends to
violate the terms of this Master Agreement, and Contractor shall at its
expense cooperate with Purchasing Entity in seeking injunctive or other
equitable relief in the name of Purchasing Entity or Contractor against any
such person.
15.2.2.3
Except as directed by Purchasing Entity, Contractor will not at any time
during or after the term of this Master Agreement disclose, directly or
indirectly, any Confidential Information to any person, except in
accordance with this Master Agreement, and that upon termination of this
over to Purchasing Entity all documents, papers, and other matter in
Contractor's possession that embody Confidential Information.
15.2.2.4
Notwithstanding the foregoing, Contractor may keep one (1) copy of such
Confidential Information necessary for quality assurance, audits, and
evidence of the performance of this Master Agreement.
15.2.3
Injunctive Relief.
would cause irreparable injury to the Purchasing Entity that cannot be inadequately
compensated in monetary damages. Accordingly, Purchasing Entity may seek and
obtain injunctive relief against the breach or threatened breach of the foregoing
undertakings, in addition to any other legal remedies that may be available.
Contractor acknowledges and agrees that the covenants contained herein are
necessary for the protection of the legitimate business interests of Purchasing Entity
and are reasonable in scope and content.
15.2.4
Purchasing Entity Law. These provisions will be applicable only to extent they are
not in conflict with the applicable public disclosure laws of any Purchasing Entity.
15.2.5
NASPO ValuePoint.
Information, including but not limited to Participating Addenda, Orders or transaction
data relating to Orders under this Master Agreement that identify the entity/customer,
Order dates, line-item descriptions and volumes, and prices/rates. This provision
does not apply to disclosure to the Lead State, a Participating State, or any
governmental entity exercising an audit, inspection, or examination pursuant to this
Master Agreement. To the extent permitted by law, Contractor shall notify the Lead
State of the identity of any entity seeking access to the Confidential Information
described in this subsection.
15.2.6
Public Information. This Master Agreement and all related documents are subject to

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15.3
Assignment/Subcontracts
15.3.1
Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior
written approval of the Lead State.
15.3.2
The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties, to NASPO ValuePoint and other third
parties.
15.4
Changes in Contractor Representation. The Contractor must, within ten (10) calendar days,
managing the Master Agreement. The Lead State reserves the right to approve or reject changes
replacement key personnel having substantially equal or better education, training, and
proposal.
15.5
Independent Contractor. Contractor is an independent contractor. Contractor has no
authorization, express or implied, to bind the Lead State, Participating States, other Participating
Entities, or Purchasing Entities to any agreements, settlements, liability or understanding
whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as
expressly set forth in an applicable Participating Addendum or Order.
15.6
Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by
otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in
part. Any cancellation under this provision will not affect the rights and obligations attending
Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to
indemnification by the Contractor, rights of payment for Products delivered and accepted, rights
attending any warranty or default in performance in association with any Order, and requirements
for records administration and audit. Cancellation of the Master Agreement due to Contractor
default may be immediate.
15.7
Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or
default caused by fire, riot, unusually severe weather, other acts of God, or acts of war which are
upon determining such delay or default will reasonably prevent successful performance of the
Master Agreement.
15.8
Defaults and Remedies
15.8.1
The occurrence of any of the following events will be an event of default under this
Master Agreement:
15.8.1.1
Nonperformance of contractual requirements;
15.8.1.2
A material breach of any term or condition of this Master Agreement;
15.8.1.3
Any certification, representation or warranty by Contractor in response to
the solicitation or in this Master Agreement that proves to be untrue or
materially misleading;
15.8.1.4
Institution of proceedings under any bankruptcy, insolvency,
reorganization or similar law, by or against Contractor, or the
appointment of a receiver or similar officer for Contractor or any of its
property, which is not vacated or fully stayed within thirty (30) calendar
days after the institution or occurrence thereof; or
15.8.1.5
Any default specified in another section of this Master Agreement.

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15.8.2
Upon the occurrence of an event of default, the Lead State shall issue a written
notice of default, identifying the nature of the default, and providing a period of fifteen
(15) calendar days in which Contractor shall have an opportunity to cure the default.
The Lead State shall not be required to provide advance written notice or a cure
period and may immediately terminate this Master Agreement in whole or in part if
the Lead State, in its sole discretion, determines that it is reasonably necessary to
preserve public safety or prevent immediate public crisis. Time allowed for cure will
damages to the extent provided for under this Master Agreement.
15.8.3
If Contractor is afforded an opportunity to cure and fails to cure the default within the
period specified in the written notice of default, Contractor shall be in breach of its
obligations under this Master Agreement and the Lead State shall have the right to
exercise any or all of the following remedies:
15.8.3.1
Any remedy provided by law;
15.8.3.2
Termination of this Master Agreement and any related Contracts or
portions thereof;
15.8.3.3
Assessment of liquidated damages as provided in this Master
Agreement;
15.8.3.4
Suspension of Contractor from being able to respond to future bid
solicitations;
15.8.3.5
15.8.3.6
Withholding of payment until the default is remedied.
15.8.4
Unless otherwise specified in the Participating Addendum, in the event of a default
under a Participating Addendum, a Participating Entity shall provide a written notice
of default as described in this section and shall have all of the rights and remedies
under this paragraph regarding its participation in the Master Agreement, in addition
to those set forth in its Participating Addendum. Unless otherwise specified in an
Order, a Purchasing Entity shall provide written notice of default as described in this
section and have all of the rights and remedies under this paragraph and any
applicable Participating Addendum with respect to an Order placed by the
Purchasing Entity. Nothing in these Master Agreement Terms and Conditions will be
construed to limit the rights and remedies available to a Purchasing Entity under the
applicable commercial code.
15.9
Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare
a default or enforce any rights and remedies will not operate as a waiver under this Master
Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State,
Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or
Participating Entity of any default, right or remedy under this Master Agreement or Participating
Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms
or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not
be construed or operate as a waiver of any subsequent default or breach of such term or
requirement, or of any other term or requirement under this Master Agreement, any Participating
Addendum, or any Purchase Order.
15.10
Debarment. The Contractor certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation
in public procurement or contracting by any governmental department or agency. This
certification represents a recurring certification made at the time any Order is placed under this
Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for
review by the Lead State.

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15.11
No Waiver of Sovereign Immunity
15.11.1
In no event will this Master Agreement, any Participating Addendum or any contract
or any Purchase Order issued thereunder, or any act of the Lead State, a
Participating Entity, or a Purchasing Entity be a waiver of any form of defense or
immunity, whether sovereign immunity, governmental immunity, immunity based on
the Eleventh Amendment to the Constitution of the United States or otherwise, from
any claim or from the jurisdiction of any court.
15.11.2
This section applies to a claim brought against the Participating Entities who are
immunity and is not consent by the state to be sued in federal court. This section is
also not a waiver by the state of any form of immunity, including but not limited to
sovereign immunity and immunity based on the Eleventh Amendment to the
Constitution of the United States.
15.12
Governing Law and Venue
15.12.1
The procurement, evaluation, and award of the Master Agreement will be governed
by and construed in accordance with the laws of the Lead State sponsoring and
administering the procurement. The construction and effect of the Master Agreement
after award will be governed by the law of the state serving as Lead State. The
construction and effect of any Participating Addendum or Order against the Master
Agreement will be governed by and construed in accordance with the laws of the
15.12.2
Unless otherwise specified in the RFP, venue for any protest, claim, dispute, or
action relating to the procurement, evaluation, or award, or concerning the terms of
this Master Agreement, will be in the Nineteenth Judicial District Court, Parish of East
Baton Rouge, State of Louisiana. If the Nineteenth Judicial District Court lacks
jurisdiction over the protest, claim, dispute, or action, and such protest, claim,
dispute, or action must be brought in a federal forum, venue will be in the United
States District Court for the Middle District of Louisiana.
15.12.3
Venue for any protest, claim, dispute, or action concerning any Order placed against
the Master Agreement or the effect of a Participating Addendum will be in the
15.12.4
If a claim is brought in a federal forum, then it must be brought and adjudicated solely
and exclusively within the United States District Court for (in decreasing order of
priority): the Lead State for claims relating to the procurement, evaluation, award, or
contract performance or administration if the Lead State is a party; a Participating
State if a named party; the state where the Participating Entity or Purchasing Entity is
located if either is a named party.
15.13
Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is
a state any claim for relief or cause of action which the Contractor now has or which may accrue
to the Contractor in the future by reason of any violation of state or federal antitrust laws (15
amended from time to time, in connection with any goods or services provided in that state for the
purpose of carrying out the Contractor's obligations under this Master Agreement or Participating
Addendum, including, at the Participating Entity's option, the right to control any such litigation on
such claim for relief or cause of action.
15.14
Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order, the
terms of this Master Agreement as they apply to the Contractor, Participating Entities, and
Purchasing Entities, including but not limited to pricing and the reporting of sales and payment of
administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and
shall continue to apply to all Participating Addenda and Orders until the expiration thereof.
The Contractor has the duty to fully cooperate with the Lead State,
NASPO ValuePoint, a Participating Entity, and a Purchasing Entity and provide any and all

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requested information or documentation to the Lead State, NASPO ValuePoint, Participating
Entity, or Purchasing Entity when requested. This applies even if this Master Agreement is
terminated and/or a lawsuit is filed.
15.16
Federal Clauses.
15.16.1 Compliance with Civil Rights Laws. The Contractor agrees to abide by the
requirements of the following as applicable: Title VI and Title VII of the Civil Rights Act of
1964, as amended by the Equal Employment Opportunity Act of 1972, Federal Executive
Order 11246 as amended, the Federal Rehabilitation Act of 1973 as amended, the
Amendments of 1972, the Age Discrimination Act of 1975, the Fair Housing Act of 1968
as amended, and Contractor agrees to abide by the requirements of the Americans with
Disabilities Act of 1990.
Contractor agrees not to discriminate in its employment practices, and will render
services under this Contract without regard to race, color, religion, sex, national origin,
veteran status, political affiliation, disability or age in any matter relating to employment.
Any act of discrimination committed by Contractor, or failure to comply with these
statutory obligations when applicable shall be grounds for termination of this Contract.
15.16.2 Anti-Kickback Clause. The Contractor hereby agrees to adhere to the mandate dictated
by the Copeland "Anti-Kickback" Act which provides that each Contractor or subgrantee
shall be prohibited from inducing, by any means, any person employed in the completion
of work, to give up any part of the compensation to which he is otherwise entitled.
15.16.3 Clean Air Act. The Contractor hereby agrees to adhere to the provisions which require
compliance with all applicable standards, orders or requirements issued under Section
306 of the Clean Air Act which prohibits the use under non-exempt Federal contracts,
grants or loans of facilities included on the Environmental Protection Agency (EPA) list of
Violating Facilities.
15.16.4 Energy Policy and Conservation Act. The Contractor hereby recognizes the mandatory
standards and policies relating to energy efficiency which are contained in the State
energy conservation plan issued in compliance with the Energy Policy and Conservation
Act (P.L. 94-163).
15.16.5 Clean Water Act. The Contractor hereby agrees to adhere to the provisions which
require compliance with all applicable standards, orders, or requirements issued under
Section 508 of the Clean Water Act which prohibits the use under non-exempt Federal
contracts, grants or loans of facilities included on the Environmental Protection Agency
(EPA) List of Violating Facilities.
15.16.6 Anti-Lobbying and Debarment Act. The Contractor will be expected to comply with
Federal statutes required in the Anti-Lobbying Act and the Debarment Act.
15.16.7 Buy America.
15.17
E-Verify. The Contractor shall comply with the provisions of federal law pertaining to E-Verify in
the performance of services under this Contract.
15.18
Headings. Descriptive headings in this Master Agreement are for convenience only and shall not
affect the construction of this Master Agreement or meaning of contractual language.
15.19
Severability. If any term or condition of this Master Agreement or the application thereof is held
invalid, such invalidity shall not affect other terms, conditions, or applications which can be given
effect without the invalid term, condition or application; to this end the terms and conditions of this
Master Agreement are declared severable.
15.20
Complete Agreement. This is the complete agreement between the parties with respect to the
subject matter and all prior discussions and negotiations are merged into this agreement. This
Master Agreement is entered into with neither party relying on any statement or representation

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made by the other party not embodied in this Master Agreement and there are no other
agreements or understanding changing or modifying the terms.
IN WITNESS WHEREOF, the parties have executed this Contract.
CONTRACTOR SIGNATURE:
STATE OF LOUISIANA SIGNATURE:
By:
By:
Name:
Name: Tom Ketterer
Title:
Title: Director of State Procurement
Date:
Date:

Master Agreement for
VEHICLE LIFTS AND GARAGE ASSOCIATED EQUIPMENT
Solicitation Number Doc554414018
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Page 1 of 2
Attachment B, SCOPE OF WORK
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Attachment A
SCOPE OF WORK
I.
Overview and Definitions
The Contractor shall provide the following categories of Deliverables to the Lead State, Participating
Entities, and Purchasing Entities:
A.
Vehicle Lifts and Shop Equipment for light- and heavy-duty vehicles; and
B.
Garage Associated Equipment.
Definitions
A.
ALI means the Automotive Lift Institute, Inc.
B.
ANSI means the American National Standards Institute.
II.
Master Agreement Deliverables
A.
Vehicle Lifts and Accessories. All vehicle lifts and accessories available under the Master
Agreement shall meet the current Automotive Lift Institute, Inc. (ALI) certifications and should
comply with the American National Standards Institute (ANSI) standards. All standard lifts shall
be ALI certified and posted on the ALI website (http://www.autolift.org/). Vehicles Lifts and
accessories shall comply with all federal, state, and local laws, regulations, and safety standards.
Any lifts and accessories purchased under this contract shall be delivered with all standard
equipment for operational use along with additional accessories and manuals/literature
requested.
Garage Associated Equipment. Garage Associated Equipment and Accessories shall comply
with all federal, state, and local laws, regulations and safety standards. Only equipment
complying with ANSI standards should be provided under this Master Agreement. Garage
equipment shall be new and the most current production model. Any shop equipment and
accessories purchased under this contract shall be delivered with all standard equipment for
operational use along with additional accessories and manuals/literature requested.
III.
Contractor Responsibilities and Tasks
A.
Contractor shall perform site inspections at no additional charge. The purpose of the site
inspection is to obtain a product recommendation from the Contractor. Upon completion of a site
visit, Contractor shall provide the following:
1.
Lift and accessory recommendation
2.
Contract pricing, and
3.
Installation cost.
B.
Contractor recommendations are not required to be purchased.
C.
Contractor shall provide installation and repair services of any equipment purchased under this
contract and should be able to provide deconstruction and removal of existing equipment.
D.
Contractor shall provide training in the safe operation of purchased equipment, as requested.
E.
For vehicle lifts, Contractor shall be either the manufacturer of the lift as named on ALI lift
certification documents or an authorized distributor for the manufacturer of the lift as named on
ALI lift certification documents.
F.
For garage-associated equipment, the Contractor shall be either the manufacturer or an
authorized distributor of the equipment.

1/26/2023
26/2023
Mohawk Lifts LLC
Steve Perlstein
President

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MOHAWK LIFTS LLC

EXHIBIT B
Scope of Work

Wireless auto lifts, installation, maintenance, replacement parts, accessories, and equipment will be
purchased for use in Police Property and Evidence Department.

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MOHAWK LIFTS LLC

EXHIBIT C

METHOD AND AMOUNT OF COMPENSATION

The method and amount of compensation is in accordance with section 3 of this Agreement.

NOT TO EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work required by the
Statement of Work must not exceed $51,000 annually or $100,000 for the entire term of the Agreement.

DETAILED PROJECT COMPENSATION

City shall pay contractor compensation in accordance with the rates as set forth in the State of Arizona
Cooperative Contract No. CTR067286. Equipment will be purchased in the first year of the Agreement
for approximately $51,000 dollars. Annual maintenance, repair, and replacment part expenses estimated to
be approximately 16,300 annually .