Linking Agreement with Bridgestone Tire Operations, LLC

LINKING AGREEMENT 
BETWEEN 
THE CITY OF GLENDALE, ARIZONA 
AND 
BRIDGESTONE AMERICAS TIRE OPERATIONS, LLC 
This Linking Agreement ("Agreement'') is entered into as of this 
day of 
, 2025, between the 
City of Glendale, an Arizona municipal corporation ("City''), and Bridgestone Americas Tire Operations, 
LLC, a Delaware limited liability company, authorized to do business in Arizona ("Contractor''), collectively, 
the "Parties." 
RECITALS 
A.
On July 1, 2024, the State of Arizona Procurement Office, a member of the S.A.V.E Cooperative
Purchasing Agreement, entered into a contract with Contractor to purchase the goods and services
described in the Tires, Tubes and Service Contract No. CTR072352 ("Cooperative Agreement"),
which is attached hereto as Exhibit A. The Cooperative Agreement allows its cooperative use by
other governmental agencies, including the City.
B.
Section 2-149 of the City's Procurement Code permits the Finance Director 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 Finance Director may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.
D.
The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City's
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.
AGREEMENT 
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and 
the covenants and promises contained in this Linking Agreement, the parties agree as follows: 
1.
Term of Agreement.
A.
As provided in the Cooperative Agreement, purchases can be made by governmental entities 
from the date of award, which was July 1, 2024, until the date the contract terminates on 
June 30, 2025, unless the term is extended by mutual agreemeQt of the parties to the 
Cooperative Agreement. The Cooperative Agreement, however, may not be extended 
beyond June 30, 2029. The initial period of this Agreement is the period from the Effective 
Date of this Agreement until June 30, 2025.
B.
The City may extend the term of this Agreement for one (1) or more months and do so one 
or more times, provided that the maximum aggregate term of the contract including 
extensions cannot exceed the maximum aggregate term of five (5) years, if the Cooperative 
Agreement is likewise extended and the CiLy gives the Contractor notice that it is exercising
1 
10/05/2023

ARIZONA DEPARTMENT OF TRANSPORTATION 
1655 W. Jackson Street, MD 100P 
Phoenix, AZ 85007 
 
Contract Amendment Summary 
CONTRACTOR: Bridgestone Americas Tire 
Operations LLC 
AMENDMENT NO.: One (1) 
DESCRIPTION: Tires, Tubes and Service 
 
Rev. 11/2024 
 
Pursuant to the Uniform Terms and Conditions, Section 5, Contract Changes, the above referenced contract is 
amended. Summary of changes is as follows: 
 
1. Amendment to change CTR072352 Participating Addendum Bridgestone.  
A. All header sections named Contract No.: CTR0773358, CTR073358 and CTR072014 are changed 
to Contract No.: CTR072352.  
B. Scope of Work and Participation Section 1.2 changed to Bridgestone Americas Tire Operations 
LLC. 
C. Scope of Work Section 2.1.1. Contractor Primary Contact: John Red Horse removed. This section 
is for the contractor contact. John Red Horse is the contact for The State. Added Gregg Trosper 
from Section 2.1.2. 
D. Scope of Work Section 2.1.2. Contractor Primary Contact: Removed. Contact is moved to section 
2.1.1. 
E. Scope of Work and Participation Section 6 changed to Contract No. CTR072352 with an effective 
date of November 7, 2024. 
2. All other terms, conditions and provisions of this contract remain unchanged.

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Iowa Department of Administrative Services 
Contracts Declaration & Execution Page 
Title of Contract: 
Tires, Tubes, and Services 
Bid Proposal Number 
RFP0223005113 
Contract Number 
24158 
This Agreement is entered into between the State of Iowa (by and through its agency, the Department of Administrative 
Services) and the Contractor named below: 
State Agency’s Name: 
Iowa Department of Administrative Services (DAS) 
Contractor’s Name: 
Bridgestone Americas Tire Operations 
Contract to Begin: 
July 1, 2024 
Date of Expiration: 
June 30, 2027 
Annual Extensions: 
Three (3) 
The parties agree to comply with the terms and conditions and attachments which are by this reference made a part of the Agreement: 
Section 1 – NASPO Valuepoint Terms and Conditions …………………..……………………………………………...……..Page 2 
Section 2 – Scope of Work……………..………………………………………………………………………………………..…………Page 27 
Section 3 – Pricing…………………………………………………………………………………………………………………..………….Page 35 
Section 4 – Contacts ……………………………………………………………………………………………………………..…..……….Page 37 
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto: 
Contractor: Bridgestone Americas Tire Operations 
By (Authorized Signature)  
Date Signed 
Printed Name and Title of Person Signing 
 
Address 
State of Iowa:  Department of Administrative Services – Central Procurement 
By (Authorized Signature) 
Date Signed 
Printed Name and Title of Person Signing 
Address 
6/10/2024
200 4th Avenue South Nashville, TN 37201
Gregg Trosper - Business Development Government & Military Fleet
Karl Wendt, Procurement Manager
1305 E. Walnut ST, Des Moines, IA 50319
June 10, 2024

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SECTION 1 
Terms & Conditions 
 
1.1 
Definitions 
 
1.1.1 
Acceptance means acceptance of goods and services as set forth in Section 1.9 of this 
Master Agreement. 
 
1.1.2 
Affiliated Dealers means dealers providing Products under this Master Agreement that 
are owned and operated by Contractor. 
 
1.1.3 
Approved Distributor means an authorized manufacturer’s dealer, including both 
Affiliated Dealers and Independent Dealers, who has agreed to the terms and conditions 
of the NASPO ValuePoint Master Agreement. 
 
1.1.4 
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. 
 
1.1.5 
Embedded Software means one or more software applications which permanently reside 
on a computing device. 
 
1.1.6 
Independent Dealer means an independent dealer not owned and operated by 
Contractor that is authorized in accordance with the Section 2 - Scope of Work to provide 
Products under this Master Agreement. 
 
1.1.7 
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. 
 
1.1.8 
Lead State means the State centrally administering any resulting Master Agreement(s) 
who is a party to this Master Agreement. 
 
1.1.9 
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. 
 
1.1.10 NASPO ValuePoint is a division of the National Association of State Procurement Officials 
(“NASPO”), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the 
NASPO 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. 
 
1.1.11 Order or Purchase Order means any purchase order, sales order, contract or other 
document used by a Purchasing Entity to order the Products.

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1.1.12 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.). 
 
1.1.13 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. 
 
1.1.14 Participating State means a state that has executed a Participating Addendum or has 
indicated an intent to execute a Participating Addendum. 
 
 
1.1.15 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. 
 
1.1.16 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. 
 
1.2 
Term of Master Agreement 
 
1.2.1 
Initial Term 
The initial term of this Master Agreement is for three (3) years. The term of this Master 
Agreement may be amended beyond initial term for three (3) additional one-year terms 
at the Lead State’s discretion and by mutual agreement and upon review of requirements 
of Participating Entities, current market conditions, and Contractor performance. The 
Lead State may, prior to execution, adjust the effective date or duration of the initial term 
or renewal period of any Master Agreement for the purpose of making the Master 
Agreement coterminous with others. 
 
1.2.2 
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. 
 
1.2.3 
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.

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1.3 
Pricing, Payment & Leasing 
 
1.3.1 
Pricing 
The prices contained in this Master Agreement or offered under this Master Agreement 
represent the not-to-exceed price to any Purchasing Entity. 
 
1.3.1.1 
All prices and rates must be guaranteed for the initial six (6) month term of the 
Master Agreement. 
 
1.3.1.2 
Following the initial term of the Master Agreement, any request for a price or 
rate adjustment must be for an equal guarantee period and must be made at 
least sixty (60) days prior to the effective date. 
 
1.3.1.3 
Requests for a price or rate adjustment must include sufficient documentation 
supporting the request. Any adjustment or amendment to the Master 
Agreement will not be effective unless approved in writing by the Lead State. 
 
1.3.1.4 
No retroactive adjustments to prices or rates will be allowed. 
 
1.3.2 
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 sixty (60) days 
the Contractor may assess overdue account charges up to a maximum rate of one percent 
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. 
 
1.3.3 
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. 
 
1.4 
Ordering 
 
1.4.1 
Order Numbers 
Master Agreement order and purchase order numbers must be clearly shown on all 
acknowledgments, packing slips, invoices, and on all correspondence. 
 
1.4.2 
Quotes 
Purchasing Entities may define entity-specific or project-specific requirements and 
informally compete the requirement among companies having a Master Agreement on 
an “as needed” basis. This procedure may also be used when requirements are aggregated

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or other firm commitments may be made to achieve reductions in pricing. This procedure 
may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules 
and policies. The Purchasing Entity may in its sole discretion determine which Master 
Agreement Contractors should be solicited for a quote. The Purchasing Entity may select 
the quote that it considers most advantageous, cost, and other factors considered. 
 
1.4.3 
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 
Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services 
contemplated by this Master Agreement. 
 
1.4.4 
Required Documentation 
Contractor shall not begin work without a valid Purchase Order or other appropriate 
commitment document under the law of the Purchasing Entity. 
 
1.4.5 
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. 
 
1.4.5.1 
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. 
 
1.4.5.2 
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. 
 
1.4.5.3 
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. 
 
1.4.5.4 
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 manner inconsistent with 
this Master Agreement’s terms. 
 
1.4.5.5 
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.

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1.4.6 
Order Form Requirements 
All Orders pursuant to this Master Agreement, at a minimum, must include: 
 
1.4.6.1 
The services or supplies being delivered; 
 
1.4.6.2 
A shipping address and other delivery requirements, if any; 
 
1.4.6.3 
A billing address; 
 
1.4.6.4 
Purchasing Entity contact information; 
  
1.4.6.5 
Pricing consistent with this Master Agreement and applicable Participating 
Addendum and as may be adjusted by agreement of the Purchasing Entity and 
Contractor; 
 
1.4.6.6 
A not-to-exceed total for the products or services being ordered; and 
 
1.4.6.7 
The Master Agreement number or the applicable Participating Addendum 
number, provided the Participating Addendum references the Master 
Agreement number. 
 
1.4.7 
Communication 
All communications concerning administration of Orders placed must be furnished solely 
to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to 
such other individual identified in writing in the Order. 
 
1.4.8 
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 federal requirements may 
be proposed by Participating Entities in Participating Addenda and Purchasing Entities for 
incorporation in Orders placed under this Master Agreement. 
 
1.5 
Order of Precedence 
 
1.5.1 
Order 
Any Order placed under this Master Agreement will consist of the following documents: 
 
1.5.1.1 
A Participating Entity’s Participating Addendum (“PA”); 
 
1.5.1.2 
NASPO ValuePoint Master Agreement, including all attachments thereto; 
 
1.5.1.3 
A Purchase Order or Scope of Work/Specifications issued against the Master 
Agreement; 
 
1.5.1.4 
The Solicitation or, if separately executed after award, the Lead State’s bilateral 
agreement that integrates applicable provisions;

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1.5.1.5 
Contractor’s response to the Solicitation, as revised (if permitted) and accepted 
by the Lead State. 
 
1.5.2 
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. 
 
1.5.3 
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. 
 
1.6 
Participants and Scope 
 
1.6.1 
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. 
 
1.6.2 
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, 
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. 
 
1.6.3 
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. 
 
1.6.4 
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

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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. 
 
1.6.5 
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. 
 
1.6.6 
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. 
 
1.6.7 
Prohibition on Resale 
Subject to any specific conditions included in the solicitation or Contractor’s proposal as 
accepted by the Lead State, or as explicitly permitted in a Participating 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 entities and consistent with a Purchasing Entity’s laws 
and regulations. Any sale or transfer permitted by this subsection must be consistent with 
license rights granted for use of intellectual property. 
 
1.6.8 
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. 
 
1.6.9 
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.

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1.6.10 No Representations 
The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, 
any Participating Entity, or any Purchasing Entity’s opinion or position as to the quality or 
effectiveness of the services that are the subject of this Master Agreement without prior 
written consent. 
 
1.7 
NASPO ValuePoint Provisions 
 
1.7.1 
Applicability 
NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in Section 
1.5 are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master 
Agreement. 
 
1.7.2 
Administrative Fees 
 
1.7.2.1 
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 sixty (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 part of the pricing submitted with a 
vendor’s response to the Lead State’s solicitation. 
 
1.7.2.2 
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 agreed to in writing by the state, Contractor may not adjust 
the Master Agreement pricing to include the state fee for purchases made by 
Purchasing Entities within the jurisdiction of the state. No such agreement will 
affect the NASPO ValuePoint Administrative Fee percentage or the prices paid 
by Purchasing Entities outside the jurisdiction of the state requesting the 
additional fee. 
 
1.7.3 
NASPO ValuePoint Summary and Detailed Usage Reports 
 
1.7.3.1 
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 Agreement and the applicable Participating Addendum (“Sales Data”). 
Timely and 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

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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. 
 
1.7.3.2 
Summary Sales Data  
“Summary Sales Data” is Sales Data reported as cumulative 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. 
 
1.7.3.3 
Detailed Sales Data 
“Detailed Sales Data” is Sales Data that includes for each Order all 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. 
 
1.7.3.4 
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 
(“Crosswalks”). Customer Crosswalks must include a list of existing and 
potential Purchasing Entities and identify for each the appropriate customer 
type as defined by NASPO ValuePoint. Product Crosswalks must include 
Contractor’s part number or SKU for each Product in Contractor’s catalog and 
identify for each the appropriate Master 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 Crosswalks updated as Contractor’s customer lists and 
product catalog change. 
 
1.7.3.5 
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

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activities and issues. NASPO ValuePoint and Contractor will determine the 
format and content of the executive summary. 
 
1.7.4 
NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review 
 
1.7.4.1 
Staff Education 
Contractor shall work cooperatively with NASPO ValuePoint personnel. 
Contractor shall present plans to NASPO ValuePoint for the education of 
Contractor’s 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. 
 
1.7.4.2 
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 
confirmation that the Contractor’s website has been updated to properly 
reflect the scope and terms of the Master Agreement as available to the 
Participating Entity and eligible Purchasing Entities. 
 
1.7.4.3 
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. 
 
1.7.4.4 
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. Contractor or its affiliates’ logos may not be used by Lead State, 
NASPO ValuePoint, or any Participating State for any purpose without written 
permission from Contractor, except that NASPO ValuePoint may display 
Contractor’s logo on its Portfolio website. 
 
1.7.4.5 
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. 
 
1.7.5 
Cancellation

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In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the 
Master Agreement or not exercise an option to renew, when utilization of Contractor’s 
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 the 
Contractor fails to record or report revenue for three consecutive quarters, upon 60-
calendar day written notice to the Contractor. Cancellation based on nonuse or under-
utilization will not occur sooner than [two 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. 
 
1.7.6 
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. 
 
1.7.7 
Additional Agreement with NASPO 
Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct 
contractual relationship with NASPO ValuePoint related to Contractor’s 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. 
 
1.8 
Shipping and Delivery 
 
1.8.1 
Shipping Terms 
All deliveries will be F.O.B. destination, freight pre-paid, with all transportation and 
handling charges paid by the Contractor. 
 
1.8.1.1 
Notwithstanding the above, responsibility and liability for loss or damage will 
remain the Contractor’s until final inspection and acceptance when 
responsibility will pass to the Purchasing Entity except as to latent defects, 
fraud, and Contractor’s warranty obligations. 
 
1.8.2 
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. 
 
1.8.3 
Inside Deliveries 
To the extent applicable, all deliveries will be “Inside Deliveries” as designated by a 
representative of the Purchasing Entity placing the Order. Inside Delivery refers to a

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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 or Contractor’s carrier will be the responsibility of the 
Contractor. Immediately upon becoming aware of such damage, Contractor shall notify 
the Purchasing Entity placing the Order. 
 
1.8.4 
Packaging 
All products must be delivered in the manufacturer’s standard package. Costs must 
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 and the Purchasing Entity’s Purchase Order number. 
 
1.9 
Inspection and Acceptance 
 
1.9.1 
Laws and Regulations  
Any and all Products offered and furnished must comply fully with all applicable Federal, 
State, and local laws and regulations. 
 
1.9.2 
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. 
 
1.9.3 
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. 
 
1.9.3.1 
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. 
 
1.9.3.2 
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. 
 
1.9.4 
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 
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

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to ensure that future performance conforms to contract requirements and reduce the 
contract price to reflect the reduced value of services performed. 
 
1.9.5 
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. 
 
1.9.5.1 
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. 
 
1.9.5.2 
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. 
 
1.9.5.3 
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. 
 
1.9.5.4 
Contractor shall pay all costs related to the preparation and shipping of Product 
returned pursuant to the section. 
 
1.9.5.5 
No Product will be deemed Accepted and no charges will be paid until the 
standard of performance or specification is met. 
 
1.10 
Warranty 
 
1.10.1 Applicability 
Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering 
document, the terms of this Section 1.10 will apply. 
1.10.2 Warranty 
The tires are subject only to Contractor’s standard limited warranty and its warranty 
policies currently available at www.commercial.bridgestone.com, as updated from 
time to time and in effect at the time of purchase (the “SLW”).  The SLW is incorporated 
by reference into the terms of this Master Agreement.  To the extent there is a conflict 
between this Master Agreement and the terms of the SLW, the SLW terms will govern. 
Except as specifically set forth herein, Contractor makes no warranty, either express of 
implied with respect to any product, and specifically disclaims all other warranties, 
including, without limitation, warranties for merchantability, non-infringement, and 
fitness for a particular purpose.

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1.10.3 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 payments 
made on the Product that is being replaced. 
 
1.10.4 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, 
reasonable attorneys’ fees and costs. 
 
1.10.5 Warranty Period Start Date  
The warranty period will begin upon Acceptance, as set forth in Section 1.9. 
 
1.11 
Product Title 
 
1.11.1 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. 
 
1.11.2 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 Purchasing Entity’s transferee. 
 
1.11.3 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 created under it 
(“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring 
that this license is consistent with any third-party rights in the Pre-existing Intellectual 
Property. 
 
1.12 
Indemnification 
 
1.12.1 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 including 
reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible 
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

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Agreement. For the avoidance of doubt and notwithstanding anything to the contrary 
herein, all parties to this Master Agreement or a Participating Addendum acknowledge 
that: (i) Contractor is providing the Products through its Affiliated Dealers and certain 
Independent Dealers; (ii) Contractor is responsible to the Lead State and Participating 
States for the wrongful acts, negligence, or other liabilities of its Affiliated Dealers; and 
(iii) all Independent Dealers shall be directly and fully responsible (without any liability to, 
or contribution from, Contractor or its employees or the Affiliated Dealers) to the Lead 
State and the Participating States for any wrongful acts, negligence, other liabilities, 
insurance requirements, and warranties directly related to the Products they provide 
under this Master Agreement.  
 
1.12.1.1 The Contractor shall defend, indemnify, and hold harmless NASPO, NAPSO 
Value Point, the Lead State, Participating Entities, and the Purchasing Entities, 
along with their officers and employees, or its Affiliated Dealers, relating to the 
performance under this Master Agreement. Notwithstanding any other 
provision of this Master Agreement to the contrary, except for losses caused by 
Contractor, its employees, or its Affiliated Dealers’  negligence or willful 
misconduct (as determined by a court of competent jurisdiction in a final, non-
appealable order), in no event shall Contractor, its employees, or its Affiliated 
Dealers be liable for any loss of actual or anticipated profits, loss of anticipated 
business, downtime costs or delay claims (whether direct or indirect), nor for 
any other special, indirect, incidental, or consequential damages arising out of, 
relating to, or in any way in connection with this Master Agreement or the 
provision of Products hereunder, whether based in warranty, contract, tort, 
negligence, strict liability, or otherwise. 
 
1.12.2 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 or causes of action 
including reasonable attorneys’ fees and related costs arising out of the claim that the 
Product or its use infringes Intellectual Property rights of another person or entity 
("Intellectual Property Claim"). 
 
1.12.2.1 The Contractor’s obligations under this section will not extend to any 
combination of the Product with any other product, system or method, unless 
the Product, system or method is: 
 
1.12.2.1.1 provided by the Contractor or the Contractor’s subsidiaries or 
affiliates; 
 
1.12.2.1.2 specified by the Contractor to work with the Product; 
 
1.12.2.1.3 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 
 
 
Type text here

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1.12.2.1.4 reasonably expected to be used in combination with the Product. 
 
1.12.2.2 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. 
 
1.12.2.3 The Indemnified Party shall furnish, at the Contractor’s reasonable request and 
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, including reasonable attorneys’ fees and related 
costs, incurred by the Indemnified Party in the pursuit of the Intellectual 
Property Claim. 
 
1.12.2.4 Unless otherwise set forth herein, Section 1.12 is not subject to any limitations 
of liability in this Master Agreement or in any other document executed in 
conjunction with this Master Agreement. 
 
1.13 
Insurance 
 
1.13.1 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, except that a 
Participating State cannot require Contractor to provide copies of its unredacted 
insurance policies unless otherwise required by such State’s applicable law. 
 
1.13.2 Class 
Contractor shall acquire such insurance from an insurance carrier or carriers licensed to 
conduct business in each Participating Entity’s state and having a rating of A-, Class VII or 
better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to 
buy and maintain the required insurance may result in this Master Agreement’s 
termination or, at a Participating Entity’s option, result in termination of its Participating 
Addendum. Unless otherwise agreed in a Participating Addendum, an exception to the 
requirement to buy and maintain the required insurance is allowed when Contractor is 
100% self-insured. In this case, Contractor may self-insure all of its obligations under this 
Contract provided that such program of self-insurance is in compliance with the laws of 
the Participating State(s) in which Contractor conducts business. Regardless of whether 
the insurance is through a third-party insurer or self-insurance, the certificate of

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           18 
 
insurance will show the minimum dollar amount per occurrence and policy maximum per 
13.3 below. 
 
1.13.3 Coverage 
Coverage must be written on an occurrence basis. The minimum acceptable limits will be 
as indicated below: 
 
1.13.3.1 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; 
 
1.13.3.2 Contractor must comply with any applicable State Workers Compensation or 
Employers Liability Insurance requirements. 
 
1.13.4 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. 
 
1.13.5 Notice of Endorsement  
Prior to commencement of performance, Contractor shall provide to the Lead State a 
written endorsement to the Contractor’s general liability insurance policy or other 
documentary evidence mutually acceptable to the Contractor and Lead State that (1) 
provides that written notice of cancellation will be delivered in accordance with the policy 
provisions, and (2) provides that the Contractor’s liability insurance policy will be primary, 
with any liability insurance of any Participating State as secondary; provided that 
Contractor’s general liability insurance shall be primary only to the extent Contractor is 
required to indemnify the Lead State or other Participating Entities under Section 1.12 of 
this Agreement. 
  
1.13.6 Participating Entities 
Contractor shall provide to Participating States and Participating Entities the same 
insurance obligations and documentation as those specified in Section 1.13, except the 
endorsement is provided to the applicable Participating State or Participating Entity. 
 
1.13.7 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 sole option of the Lead State, or any Participating Entity, result in 
this Master Agreement’s termination or the termination of any Participating Addendum.

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1.13.8 Disclaimer 
Insurance coverage and limits will not limit Contractor’s liability and obligations under this 
Master Agreement, any Participating Addendum, or any Purchase Order. 
 
1.14 
General Provisions 
 
1.14.1 Records Administration and Audit 
 
1.14.1.1 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 later, or 
such longer period as is required by the Purchasing Entity’s state statutes, to 
assure compliance with the terms hereof or to evaluate performance 
hereunder. Any access to books, records, documents, or other evidence 
pursuant to this Section 14 shall be upon reasonable advanced notice, during 
normal business hours, unless mutually agreed upon otherwise. 
 
1.14.1.2 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 the Contractor’s records. 
 
1.14.1.3 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. 
 
1.14.2 Confidentiality, Non-Disclosure, and Injunctive Relief 
 
1.14.2.1 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 acquire 
information that is confidential to Purchasing Entity or Purchasing Entity’s 
clients. 
 
1.14.2.1.1 Any and all information of any form that is marked as confidential 
or would by its nature be deemed confidential obtained by

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Contractor or its employees or agents in the performance of this 
Master Agreement, including but not necessarily limited to (1) any 
Purchasing Entity’s records, (2) personnel records, and (3) 
information concerning individuals, is confidential information of 
Purchasing Entity (“Confidential Information”). 
  
1.14.2.1.2 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. 
 
1.14.2.1.3 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 those imposed by this Master Agreement; (3) is rightfully 
in Contractor’s 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. 
 
1.14.2.2 Non-Disclosure 
Contractor shall hold Confidential Information in confidence, using at least the 
industry standard of confidentiality, and shall not copy, reproduce, sell, 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. 
 
1.14.2.2.1 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. 
 
1.14.2.2.2 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. 
 
1.14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any 
time during or after the term of this Master Agreement disclose,

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           21 
 
directly or indirectly, any Confidential Information to any person, 
except in accordance with this Master Agreement, and that upon 
termination of this Master Agreement or at Purchasing Entity’s 
request, Contractor shall turn over to Purchasing Entity all 
documents, papers, and other matter in Contractor's possession 
that embody Confidential Information. 
 
1.14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of 
such Confidential Information necessary for quality assurance, 
audits, and evidence of the performance of this Master Agreement. 
 
1.14.2.2.5 If Contractor is requested by a court or governmental agency with 
competent jurisdiction to disclose any Confidential Information, 
Contractor will, to the extent legally permissible, promptly notify 
the applicable Purchasing Entity to that such Purchasing Entity 
may, in its sole discretion and at its own expense, seek a protective 
order, other appropriate remedy, or to narrow the scope of the 
required disclosure. Contractor will reasonable cooperate with the 
applicable Purchasing Entity in seeking any such protections. 
 
1.14.2.3 Injunctive Relief 
Contractor acknowledges that Contractor’s breach of Section 1.14 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. 
  
1.14.2.4 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. 
 
1.14.2.5 NASPO ValuePoint 
The rights granted to Purchasing Entities and Contractor’s obligations under this 
section will also extend to NASPO ValuePoint’s Confidential 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. 
 
1.14.2.6 Public Information

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This Master Agreement and all related documents are subject to disclosure 
pursuant to the Lead State’s public information laws. 
 
1.14.3 Assignment/Subcontracts 
 
1.14.3.1 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. 
 
1.14.3.2 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.  
 
1.14.3.3 Notwithstanding the foregoing, nothing herein shall prohibit the supply of 
products or services pursuant to this Master Agreement by Contractor’s 
Approved Distributors. 
 
1.14.4 Changes in Contractor Representation 
The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any 
changes in the Contractor’s key administrative personnel managing the Master 
Agreement. The Lead State may provide feedback to Contractor regarding any changes in 
key personnel, as identified in the Contractor’s proposal. The Contractor shall reasonably 
consider the Lead State’s feedback and will propose replacement key personnel having 
substantially similar or better education, training, and experience as was possessed by the key 
person proposed and evaluated in the Contractor’s proposal. 
 
1.14.5 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. 
 
1.14.6 Cancellation 
Unless otherwise set forth herein, this Master Agreement may be canceled by either party 
upon sixty (60) days’ written notice prior to the effective date of the cancellation. Further, 
any Participating Entity may cancel its participation upon thirty (30) days’ written notice, 
unless 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. 
 
1.14.7 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

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           23 
 
beyond that party’s reasonable control. The Lead State may terminate this Master 
Agreement upon determining such delay or default will reasonably prevent successful 
performance of the Master Agreement. 
 
1.14.8 Defaults and Remedies 
  
1.14.8.1 The occurrence of any of the following events will be an event of default under 
this Master Agreement: 
 
1.14.8.1.1 Nonperformance of contractual requirements; 
 
1.14.8.1.2 A material breach of any term or condition of this Master 
Agreement; 
 
1.14.8.1.3 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; 
 
1.14.8.1.4 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 
 
1.14.8.1.5 Any default specified in another section of this Master Agreement. 
 
1.14.8.2 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 thirty (30) 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 not diminish or eliminate Contractor’s 
liability for damages, including liquidated damages to the extent provided for 
under this Master Agreement. 
 
1.14.8.3 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: 
 
1.14.8.3.1 Any remedy provided by law; 
 
1.14.8.3.2 Termination of this Master Agreement and any related Contracts 
or portions thereof;

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           24 
 
1.14.8.3.3 Suspension of Contractor from being able to respond to future bid 
solicitations; 
 
1.14.8.3.4 Suspension of Contractor’s performance; and 
 
1.14.8.3.5 Withholding of payment until the default is remedied. 
 
1.14.8.4 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. 
 
1.14.9 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. 
 
1.14.10 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. 
 
1.14.11 No Waiver of Sovereign Immunity 
 
1.14.11.1 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

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           25 
 
based on the Eleventh Amendment to the Constitution of the United States or 
otherwise, from any claim or from the jurisdiction of any court. 
 
1.14.11.2 This section applies to a claim brought against the Participating Entities who are 
states only to the extent Congress has appropriately abrogated the state’s 
sovereign 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. 
 
1.14.12 Governing Law and Venue 
 
1.14.12.1 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 Participating Entity’s or Purchasing 
Entity’s state. 
 
1.14.12.2 Unless otherwise specified in the RFP, the venue for any protest, claim, dispute 
or action relating to the procurement, evaluation, and award is in the state 
serving as Lead State. Venue for any claim, dispute or action concerning the 
terms of the Master Agreement will be in the state serving as Lead State. Venue 
for any claim, dispute, or action concerning any Order placed against the Master 
Agreement or the effect of a Participating Addendum will be in the Purchasing 
Entity’s state. 
 
1.14.12.3 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. 
 
1.14.13 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 U.S.C. § 1-
15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be 
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. 
 
1.14.14 Survivability

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           26 
 
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.

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           27 
 
SECTION 2 
Scope of Work 
 
2.1 
This Scope of Work describes the Deliverables being sought through this Contract.  
 
2.2 
Master Agreement Objectives  
 
The purpose of this Master Agreement(s) is to provide competitive pricing for tire products and 
services through retail distribution networks to all Participating States.  
 
This Master Agreement may be used by state governments (including departments, agencies, 
institutions), institutions of higher education, political subdivisions (i.e., colleges, school districts, 
counties, cities, etc.), the District of Columbia, territories of the United States, and other eligible 
entities subject to approval of the using entities chief procurement official and compliance with 
local statutory and regulatory provisions.  
 
2.3 
Master Agreement Deliverables  
The scope of this Contract includes specific full lines of tires and tubes as covered in the 
Manufacturer’s Price List (MPL) and related services in the subcategories listed below.  
 
2.3.1 
Tires and Tubes Subcategories  
 
1. Pursuit and Performance Tires  
2. Automobile/Passenger Vehicles  
3. Light Duty Trucks: Redial and Bias  
4. Medium Commercial/Heavy Duty Trucks/Buses  
5. Off-the-Road OTR: Radial and Bias  
6. Agriculture/Farm  
7. Industrial  
8. Specialty Tires  
9. Retread  
 
 
2.3.2 
Product and Service Specifications  
 
2.3.2.1 
General Tire Specifications  
The quality for all tires shall be the equivalent or greater than Original 
Equipment Manufacturers (OEM) as original for automobiles, trucks, tractors, 
buses, backhoes, loaders, motor graders, and other heavy equipment. Tires 
supplied shall be marked with Federal Department of Transportation (DOT) 
compliance symbol. Tires shall conform to all applicable Federal Specifications.  
 
All tires in subcategories one (1) through nine (9) shall be new, unused and shall 
have been produced or manufacturer within the last one (1) year prior to 
delivery to the purchasing Entity. Should an Authorized Dealer deliver a tire(s) 
with a manufacturing date exceeding the one (1) year limit, the Authorized 
Dealer shall pick up the expired tire(s) and replace them with tire(s) that meet

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           28 
 
the manufacturing date requirement for no additional fee to the Purchasing 
Entity.  
 
All tires shall have the size, manufacturer’s name, DOT number, serial number, 
and indication of body material molded in side-wall at time of cure. The 
application of any of the above by any other means such as branding, 
application of decals, etc. shall not be acceptable.  
 
Tires offered shall have been tested to meet or exceed American Society of 
Testing and Materials (ASTM) Standard F1922 for highway tires, F1923 for Off 
Road/Low Speed tires, and meet operations performance levels and marking 
requirements of Federal Standards FMVSS 109 for new pneumatic passenger 
tires, FMVSS 139 for new pneumatic radial tires for light vehicles, and FMVSS 
119 for new pneumatic non-passenger Multi-Passenger Vehicles (MPVs), 
trucks, buses, and trailers.  
 
2.3.2.1.1 
Pursuit and Performance Tires  
Pursuit and performance tires include tires for police and other 
pursuit vehicles and for other high-speed, performance vehicles. 
This subcategory includes any tire that is H, V, W, Y, or ZR rated or 
above. An H rating is the minimum speed rating for tires in this 
subcategory.  
Tires shall be new, standard production tires expressly designed 
and certified by manufacturer for high speed operation and shall 
exhibit exceptional safety, stability, handling, and stopping 
characteristics. Contractor shall maintain evidence/certifications 
that such tires meet all laboratory test and size requirements of 
Federal Standards MVSS 109.  
 
2.3.2.1.2 
Automobile/Passenger Vehicles  
These tires include common passenger car tires and are designated 
with a “P” at the beginning of the tire size. Common applications 
for these types of tires would be passenger cars and minivans.  
Tires shall be of standard OEM quality equal to or superior in every 
respect to those normally furnished as original equipment for such 
vehicles.  
 
2.3.2.1.3 
Light Duty Trucks Radial and Bias  
These tires can usually be identified by the letters “LT” at the 
beginning of the tire size. Common applications for these types of 
tires would be pickup trucks, sport utility vehicles, full size vans, 
and some trailers.  
Tires shall be of standard OEM quality equal to or superior in every 
respect to those normally furnished as original equipment for such 
vehicles.

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           29 
 
2.3.2.1.4 
Medium Commercial/Heavy Duty Trucks/Buses  
These tires do not have a letter at the beginning of the tire size. 
Common applications for these types of tires would be medium 
and heavy trucks, buses,  
semi-trucks, cargo, vans, and trailer tires. Tires in this subcategory 
have a diameter that is equal to or greater than twenty (20) inches.  
Tires shall be of standard OEM quality equal to or superior in every 
respect to those normally furnished as original equipment for such 
vehicles.  
 
2.3.2.1.5 
Off-the-Road OTR and Low Speed Off Highway Tires (Radial and 
Bias)  
Common applications are heavy construction equipment such as 
wheel loaders, backhoes, graders, and trenchers.  
 
Tires shall be of standard OEM quality equal to or superior in every 
respect to those normally furnished as original equipment for such 
vehicles.  
 
2.3.2.1.6 
Agricultural/Farm (Radial and Bias)  
Common applications are farm tractors, wagons, harvesters, and 
other farm implements requiring tires with high traction qualities 
and tires with high flotation qualities at low inflation pressures.  
 
Tires shall be of standard OEM quality equal to or superior in every 
respect to those normally furnished as original equipment for such 
vehicles.  
 
2.3.2.1.7 
Industrial  
Common applications are specialty industrial equipment, some 
construction equipment, and material handling equipment such as 
skid loaders and forklifts and include pneumatic, non0pneumatic, 
and press on tires.  
 
Tires shall be of standard OEM quality equal to or superior in every 
respect to those normally furnished as original equipment for such 
vehicles.  
 
2.3.2.1.8 
Specialty Tires  
Specialty tires may include, but are not limited to, recreational, all-
terrain-vehicle (ATV), boat trailer, yard and garden, and aviation 
tires. This category also includes all other tires not identified above.  
Tires shall be of standard OEM quality equal to or superior in every 
respect to those normally furnished as original equipment for such 
vehicles.

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           30 
 
2.3.2.1.9 
Retread Tires – Optional Service  
A retread tire undergoes a manufacturing process to replace the 
worn tread on used tires to extend the longevity of the tire.  
 
2.3.2.2 
Low Roll Resistance Tires  
Contractor must provide certified, low rolling resistance tires and Identify them 
as low roll resistance tires in the MPL. Contractor is to also provide the fuel 
economy rating of the low roll resistance tires offered, for example, miles per 
gallon fuel efficiency increase or percentage of fuel economy increase.  
 
2.3.2.3 
Tubes  
All inner tubes shall be standard production first line, heavy duty butyl tubes or 
natural rubber of fresh stock. All tubes shall be of quality not less than the tubes 
normally furnished in representative quantities by OEM as original equipment 
for automobiles, trucks, tractors, buses, backhoes, loaders, motor graders, and 
other heavy equipment. Tubes shall conform to all applicable federal 
specifications. All tubes shall be new and shall have been produced or 
manufactured within the last one (1) year prior to installation or delivery to the 
purchasing Entity.  
 
2.3.2.4 
Detailed Services Specifications  
Contractor is asked to provide pricing on each of the below mentioned listed 
services that may be performed by their approved Authorized Dealers to 
include any parts and labor. Approved Authorized Dealers shall honor the 
services pricing in the Contract.  
 
Contractor is asked to provide a list of its approved Authorized Dealers for each 
state. The Contractor(s) is responsible for the timeliness and quality of all 
services provided by the approved Distributors under this Contract. NASPO 
ValuePoint Participating States may elect to use these services listed below at 
their discretion.  
 
Product installation and repairs, such as mounting, rotation, and balancing, 
shall be in accordance with manufacturer’s recommended procedures of 
warranted new virgin-product tires for each product subcategory.  
 
a. Tire installation with purchase in store includes dismount of used tires and 
tubes  
 
b. Change tire, dismount and mount  
 
c. Flat repair, remove, repair and mount  
 
d. Flat repair, off vehicle  
 
e. Rotate mounted tires (per tire)  
 
f. New valve stem rubber or metal

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           31 
 
 
g. Wheel balance – computer spin balance (per spin)  
 
h. Wheel balance – computer spin balance and valve stem combination  
 
i. Foam filled  
 
j. Alignment Services – If Contractor provides this service, the prices must be a 
percentage discount from list price for parts and a fixed price per hour for labor.  
 
k. Studding – Metal implants in the surface of the tread to improve traction on 
ice.  
 
l. Siping – The small slots that are cut or molded into a tire tread surface. These 
slots are meant to aid in increasing traction in snow, ice, mud, and wet road 
surfaces.  
 
m. Used tire recycle and disposal fee (per tire) – Some NASPO ValuePoint 
Participating States have statutes that only allow up to a specific fee to be 
charged. The Participating States with statue regulated fee caps will only pay 
the proposed amount or the statute price, whichever is lower.  
 
n. Bulk Disposal of Tires (Optional Service) – This is considered an additional 
chargeable service. 
 
Contractor must, when requested, place trailers on-site at any requesting using 
Entity for the disposal of scrap tires. Contractor must, on a will-call basis, within 
five (5) days’ notification from requesting Purchasing Entity, remove and 
replace full trailers with empty trailers. Trailer capacity must be a minimum of 
six (6) tons or scrap tires. Contractor must dispose of scrap tires that are 
removed in Contractor provided trailers at an approved waste tire recovery 
area, other approved disposal methods. Contractor must invoice for disposal of 
scrap tires at the established Master Agreement price per ton. Contractor must 
submit with invoice, documentation of scrap tire disposal weight from a 
disposal site, if this is the method of disposal utilized by the Contractor. 
Contractor may return scrap tires mounted to wheels to Purchasing Entity if 
dismounting is required. With prior approval from the designated Purchasing 
Entity contract representative, Contractor may dismount scrap tires from 
wheels and invoice at the established Master Agreement price for such service. 
Contractor must return wheels to purchasing Entity for disposition unless 
instructed otherwise by purchasing Entity.  
 
o. Tire Pressure Monitoring System (TPMS) – Vehicles all come with a TPMS 
which is built into the tire valve. When new tires are mounted on a vehicle with 
the TPMS system, the TPMS system is reinstalled with a new washer, valve, and 
valve cap (TPMS service kit).

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           32 
 
2.3.3 
Customer Service  
 
2.3.3.1 
The Contractor shall provide a website dedicated to any Participating State that 
includes, but, is not limited to, services, cost, technical specifications, online 
ordering, and payment capability.  
 
2.3.3.2 
The Contractor shall provide a dedicated customer service representative(s) for 
the Master Agreement. The representative shall be available to respond to all 
Participating Entity inquiries within two (2) business day. The representative 
shall be available to resolve any customer service issues.  
 
2.3.3.3 
The Contractor shall report Key Performance Indicators (KPIs) measuring their 
customer service and response time. The KPI report shall be issued to the 
Contract Administrator no later than sixty (60) days following the end of each 
calendar year.  
 
2.3.3.4 
A Contractor representative(s) shall attend an annual meeting with the Lead 
State Contract Administrator and sourcing team to review usage and discuss 
any issues that are occurring, if requested. The Contractor shall be prepared to 
discuss overall effectiveness of contract, total sales, and customer service. The 
representative shall be responsible to conduct and/or coordinate sales 
meetings, training sessions, and product demonstrations if required.  
 
2.3.4 
Multi-Accounts within a Using Entity  
Using Entities may have different agencies, departments, or divisions utilizing the goods 
and/or services provided by Contractor(s). Therefore, Contractor(s) shall be able to 
process multiple individual accounts and unique users within a Purchasing Entity.  
 
2.3.5 
Payment Types  
Contractor shall accept mailed and electronic payments/P-Cards and cannot charge 
additional transaction fees under this Master Agreement. Contractor shall accept each 
Participating Entity’s payment terms established in their Participating Addendum.  
 
2.3.6 
Recruiting and Education of Approved Distributors  
Contractor shall agree to continue recruiting dealers to become Approved Distributors for 
Participating Entities for the duration of the Master Agreement. Contractor shall further 
agree to continue outreach with regards to the training of Approved Distributors on the 
terms and requirements of the Master Agreement and relaying billing procedures for 
each respective Participating Entity.  
 
2.4 
Contractor Responsibilities and Tasks  
 
2.4.1 
Administrative Fees  
 
2.4.1.1 
The 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 sixty (60) days following the end of each calendar quarter. The 
NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           33 
 
on all sales of products and services under the Master Agreement (less any 
charges for taxes and shipping). The NASPO ValuePoint Administrative Fee is 
not negotiable. This fee is to be included as part of the pricing in the contract.  
 
2.4.1.2 
Additionally, some Participating Entities may require an additional 
administrative fee be paid directly to the state only on purchases made within 
that state. For all such requests, the fee level, payment method, and schedule 
for such reports and payments shall be incorporated into the Participating 
Addendum that is made part of this Master Agreement. The Contractor may 
adjust the Master Agreement pricing accordingly for such purchased made by 
Purchasing Entities within the jurisdiction of the state. All such payments shall 
not affect the NASPO ValuePoint Administrative Fee percentage or the prices 
paid by the Purchasing Entities outside the jurisdiction of the state requesting 
the additional fee. The NASPO ValuePoint Administrative Fee shall be based on 
the gross amount of all sales (less any charges for taxes and shipping) at the 
adjusted prices (if any) in Participating Addenda.  
 
2.4.2 
NASPO ValuePoint Summary and Detailed Usage Reports  
The Contractor shall provide the following NASPO ValuePoint reports.  
 
2.4.2.1 
Summary Sales Data – The Contractor shall submit quarterly sales reports 
directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly 
Sales/Administrative Fee Reporting Tool found at:  
https://calculator.naspovaluepoint.org/  
 
2.4.2.2 
Contractor agrees, as Participating Addendums become executed, if requested 
by ValuePoint personnel to provide plans to launch the program within the 
Participating State. Plans shall include time frames to launch the agreement and 
confirmation that the Contractor’s website has been updated to properly 
reflect the contract offer as available in the participating state.  
 
2.4.2.3 
Contractor agrees, absent anything to the contrary outlined in a Participating 
Addendum, to consider Participating Entities proposed terms and conditions, 
as deemed important to the Participating Entity, for possible inclusion into the 
Participating Addendum. Contractor shall ensure that their sales force is aware 
of this contracting option.  
 
2.4.2.4 
Contractor agrees to participate in an annual contract performance review at a 
location selected by the Lead State and NASPO ValuePoint, which may include 
a discussion of marketing action plans, target strategies, marketing materials, 
as well as Contractor reporting and timeliness of t of administrative fees.  
 
2.4.3 
Price and Rate Guarantee Period  
All prices and rates shall be guaranteed for the initial six (6) month period of the Master 
Agreement. Following the initial six (6) month period of the Master Agreement, the 
Contractor may request for a price or rate adjustment for an equal guarantee period of 
six (6) months, and shall be made at least sixty (60) days prior to the effective date. 
Requests for price or rate adjustment shall include sufficient documentation supporting

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           34 
 
the request. Any adjustment or amendment to the Master Agreement shall not be 
effective unless approved by the Lead State. No retroactive adjustments to prices or rate 
shall be allowed.  
 
2.5 
Lead State Responsibilities and Tasks  
 
2.5.1 
Adjustment in Pricing  
The Lead State Contract Administrator and Multistate Sourcing Team shall review the 
Contractors request for a price or rate adjustment at least forty-five (45) days prior to the 
effective date. The Lead State Contact shall notify the Contractor their requested price or 
rate adjustment was approved or shall be resubmitted for approval at least thirty (30) 
days prior to the effective date.  
 
2.5.2 
Contract Extensions  
The Lead State Contract Administrator shall give the Contractor written notice of its intent 
whether to exercise each renewal option no later than ninety (90) days before the end of 
the Contract’s then-current term.  
 
2.5.3 
Annual Review Meeting  
The Lead State Contract Administrator shall coordinate a date and time that aligns with 
the Contractor, Contract Administrator, and Multistate Sourcing Teams schedule for the 
annual review meeting. The meeting shall be held in Des Moines, Iowa.  
 
2.5.4 
Participating Addendum Escalation Contact  
The Lead State Contract Administrator shall be the escalation contact for a Participating 
Entity when the Contractor fails to respond to correspondence with the Participating 
Entity or if an issue or problem is not resolved in a timely fashion.

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           35 
 
SECTION 3 
Pricing 
 
3.1 
Tires Pricing 
Tire pricing includes all anticipated charges, including but not limited to, freight to dealer 
locations, cost of product and services, transaction fees, overhead, profits, and other costs or 
expenses incidental to the Contractor’s performance. Tire and Tube pricing does not include 
delivery to Purchasing Entities. Contractor’s discount off of Manufacturer’s Price List (MPL) pricing 
is shown below:  
 
 
 
 
3.2 
Tire Services Pricing 
Tire services include all minor parts and labor as a total service rate. Flat rate pricing and 
availability of services is shown below: 
 
Subcategory #
Tire and Tube Type
Percent Discount
MPL Name
MP: Date
B1
Pursuit and Performance Tires
62%
BS CONFIDENTIAL CATALOG
9/1/2023
B2
Automobile/Passenger Vehicles
43%
BS CONFIDENTIAL CATALOG
9/1/2023
B3
Light Duty Trucks:
     3a. Radial
37%
BS CONFIDENTIAL CATALOG
9/1/2023
     3b. Bias
37%
BS CONFIDENTIAL CATALOG
9/1/2023
B4
Medium Commercial/Heavy Duty 
Trucks/Buses
46%
BS CONFIDENTIAL CATALOG
9/1/2023
B5
 Off Road
     5a.  Off Road Radial
37%
BS CONFIDENTIAL CATALOG
9/1/2023
     5b. Off Road Bias
37%
BS CONFIDENTIAL CATALOG
9/1/2023
B6
Agriculture/Farm
      6a. Farm
23%
BS CONFIDENTIAL CATALOG
9/1/2023
      6b. Forestry
33%
BS CONFIDENTIAL CATALOG
9/1/2023
B7
Industrial Tires
33%
BS CONFIDENTIAL CATALOG
9/1/2023
B8
Specialty Tires (Motorcycle)
30%
BS CONFIDENTIAL CATALOG
9/1/2023
B9
EV Tires
EV WILL BE IN RESPECTIVE  
SUBCATEGORY
B10
Retread
40%
BS CONFIDENTIAL CATALOG
9/1/2023
Tires and Tubes by Subcategory

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           36 
 
 
 
 
 
Product                    Sub-
Category               1 & 2 
Product        
Sub-Category 
#3
Product      
Sub-
Category    
#5 
Product            Sub-
Category        #6
Product     
Sub-
Category #7 
Product     
Sub-
Category #8 
Product     
Sub-
Category #9
Product       
Sub-Category 
#10
Pursuit, Performance, 
Passenger, Automobile 
Light Duty 
Trucks
Off Road
Agriculture/Farm
Industrial
Specialty
EV Tires
Retread
Single
Dual
1 Tire Installation w/purchase in store includes 
dismount of used tires and tubes (per tire)
$6.00 
$18.75 
$30.25 
$34.75 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
2 Change tire, dismount and mount
$15.00 
$37.75 
$30.50 
$35.00 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
3 Flat Repair, remove, repair and mount
$25.75 
$42.00 
$65.00 
$69.50 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
4 Flat repair, off vehicle
$20.50 
$28.50 
$43.50 
$48.00 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
5 Rotate mounted tires (per tire)
$3.75 
$3.75 
$47.75 
$52.25 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
6 New valve stem rubber or metal (per tire)
$3.00 
$3.00 
$9.00 
$9.00 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
7 Wheel balance-computer spin balance (Per Tire)
$22.50 
$22.50 
$47.50 
$52.00 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
8 Wheel balance/Valve stem combo (per tire)
$13.50 
$13.50 
$56.50 
$61.00 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
9
Alignment services (Minor parts shall be 
included in the pricing of the individual services 
below.)
      9a.  Standard two wheel alignment  
$77.99 
$77.99 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
      9b.  Four wheel alignment                               
$79.99 
$79.99 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
      9c.  Bushing/cam alignment
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
10 Studding (per tire) -  To be performed on new 
tires only.
$16.50 
$16.50 
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
11 Siping (per tire)
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
12 Used tire recycle/disposal fee (per tire)
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
13 Bulk tire disposal (min. of six tons capacity)
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
14 Tire pressure monitoring kit (per Tire)
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
LDQ
REFERENCE: LDQ - LOCAL DEALER QUOTE
REFERENCE: BRIDGESTONE US STANDARD SERVICE & LABOR RATES CATALOG 
NASPO ValuePoint Pricing for Services
Type of Service
Product                
Sub-Category              #4 
Medium Commercial/ 
Heavy Duty/Bus

Contract – Tires, Tubes, and Services 
   
     
        
 
                        
 
 
           37 
 
 
SECTION 4 
CONTACTS 
 
4.1 
Bridgestone 
Gregg Trosper 
615.815.0769 
trospergregg@bfusa.com 
 
4.2 
State of Iowa – DAS/Procurement Contact  
 
Craig Trotter 
 
515.322.8593 
 
craig.trotter@iowa.gov  
 
4.3 
NASPO-Valuepoint 
Josh Descoteaux 
589.551.0958 
jdescoteaux@naspo.org

ARIZONA DEPARTMENT OF TRANSPORTATION 
1655 W. Jackson Street, MD 100P 
Phoenix, AZ 85007 
 
Contract Amendment Summary 
CONTRACTOR: Bridgestone Americas Tire 
Operations LLC 
AMENDMENT NO.: One (1) 
DESCRIPTION: Tires, Tubes and Service 
 
Rev. 11/2024

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
State of Arizona Participating Addendum 
Contract No.: CTR0773387 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT. 
Table of Contents 
Scope of Work and Participation 
Attachment A, Part 1: Special Terms and Conditions 
1.1 
Insurance Requirements 
1.3 
Additional Insurance Requirements 
1.4 
Notice of Cancellation 
1.5 
Acceptability of Insurers 
1.6 
Verification of Coverage 
1.7 
Subcontractors 
1.8 
Approval and Modifications 
1.9 
Exceptions 
Attachment A, Part 2: Uniform Terms and Conditions 10.5 
Attachment B: Participation in Boycott of Israel 
Attachment C: Forced Labor of Ethnic Uyghurs Ban 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 1 of 60 
2 
7 
35 
37 
39 
39 
38 
40 
40 
39 
40 
59 
59

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
State of Arizona Participating Addendum 
Contract No.: CTR073387 
Description: Tires, Tubes and Service 
Scope of Work and Participation 
1. 
Purpose and Background 
Arizona Department of 
Administration 
State Procurement Office 
1.1. 
Master Agreement Name and Number: Tires, Tubes and Service, Master Agreement Number 
24158 
1.2. 
Contractor: Continental Tire the Americas 
1.3. 
Participating Entity: State of Arizona 
1.4. 
Purpose: The purpose of this Participating Addendum is to provide competitive pricing for tire 
products and service through retail distribution networks. 
1.5. 
Legal Authority: In accordance with Arizona Revised Statutes (A.R.S.) § 41-2632, and Arizona 
Administrative Code (A.A.c.) R2-7-1003, Purchasing from a Cooperative Contract, State of Arizona 
establishes this contract with Bridgestone Americas Tire Operations. to provide the Materials or 
Services described herein. 
1.6. 
Participation: This Participating Addendum covers participation of Participating Entity in the 
above-referenced Master Agreement between the State of Arizona and Contractor for Materials 
and Services. This Participating Addendum may be used by all State Agencies (Eligible Agencies) as 
well as members of the State of Arizona Purchasing Cooperative (Co-Op Buyers). 
1.7. 
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. 
2. 
Primary Contacts 
2.1. 
Primary Contacts: The following (or their named successors) are the primary contact individuals 
for this Participating Addendum: 
2.1.1.Contractor Primary Contact: 
Name: 
John Red Horse 
Address: 
1400 West Washington Street, Suite 300, Phoenix, Arizona 85007 
If elephone: 
602-695-6602 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 2 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
State of Arizona Participating Addendum 
Contract No.: CTR073387 
Description: Tires, Tubes and Service 
!Email: 
I john.redhorse@azdoa.gov 
2.1.2.Participating Entity Primary Contact: 
Name: 
Gregg Trosper 
Address: 
200 4th Avenue South Nashville, TN 37201 
n-elephone: 
Email: 
Trospergregg@bfusa.com 
3. 
Participating Addendum Modifications to the Master Agreement 
3.1. 
Participating Addendum Changes to Master Agreement: 
Arizona Department of 
Administration 
State Procurement Office 
3.1.1. 
This Participating Addendum incorporates the entire Master Agreement, including terms 
and conditions therein, as applied to the Participating Entity and Contractor, with the 
limitations, modifications, and additions described in this Section 3 of the Contract Scope 
of Work (Participating Addendum Modifications to the Master Agreement). 
3.1.2. 
Any limitations, modifications, or additions specified herein shall apply only to the 
agreement and relationship between Participating Entity and Contractor and shall not 
amend or affect other participating addenda or the Master Agreement itself. 
3.2. 
Definitions 
3.2.1. 
"Contract" For the purpose of this Participating Addendum, the term Contract refers to 
the Master Agreement, as defined therein and as modified by this Participating 
Addendum, and any Amendments to either the Master Agreement or the Participating 
Addendum. 
3.3. 
Order of Precedence 
3.3.1. 
The following attachments are hereby incorporated into this State of Arizona Participating 
Addendum (PA): 
3.3.1.1. 
Attachment A, Parts 1 and 2 - Special Terms and Conditions and Uniform 
Terms and Conditions, collectively; 
3.3.1.2. 
Attachment B - Boycott of Israel Disclosure; and 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 3 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
State of Arizona Participating Addendum 
Contract No.: CTR073387 
Description: Tires, Tubes and Service 
3.3.1.3. 
Attachment C- Forced Labor of Ethnic Uyghurs Ban 
3.3.2.Master Contract and Participating Addendum Order of Precedence: 
3.3.2.1. 
State of Arizona Participating Addendum; 
3.3.2.2. 
Master Agreement; 
Arizona Department of 
Administration 
State Procurement Office 
3.3.2.3. 
Master Agreement Solicitation including all Addenda; and 
3.3.2.4. 
Contract Vendor's response to the Master Agreement Solicitation. 
3.4. 
Orders: Any Order placed by a Participating Entity, Eligible Agency, or Co-Op Buyer for a Material 
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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 4 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
State of Arizona Participating Addendum 
Contract No.: CTR073387 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
IN WITNESS, WHEREOF, the parties have executed this Participating Addendum as of the date of execution by 
both parties below. 
Bridgestone Americas Tire Operations LLC 
Contractor company name 
200 4th Avenue South 
Address 
Nashville, TN 37201 
City, State, ZIP 
~ 
DocuSigned by: 
~s~~JtY 
Signature of person authorized to sign 
Contract 
Gregg Trosper 
GT 
Printed name and title 
Gregg Trosper 
Business Development 
Contact name and title 
trospergregg@bfusa.com 615 815 0769 
Contact email address 
>ntact phone number 
CERTIFICATION: By signature in the above, Contractor certifies that it: 
1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive 
Order 11246, [Arizona] State Executive Order Nos. 2023-09, 2023-01, 2009-9, and A.R.S. §§ 41-1461 through 
41-1465; 
2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future 
employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection 
with the Contract; failure to provide a valid signature affirming the stipulations required by this clause may 
void the Contract; 
3. Has not signed the Contract with a false statement, which will void the Contract and may subject Contractor 
to legal penalties under law; 
4. Complies with A.R.S. § 18-132 when offering electronics or information technology products, services, or 
maintenance; 
5. Did not and will not involve collusion or other anti-competitive practices; and 
6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by any federal 
entity, or state or local government. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 5 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
State of Arizona Participating Addendum 
Contract No.: CTR073387 
Description: Tires, Tubes and Service 
CONTRACT EXECUTION BY PROCUREMENT AUTHORITY 
Arizona Department of 
Administration 
State Procurement Office 
The Contractor is now bound to sell the Materials or Services listed in the attached Contract, including all terms, 
conditions, and specifications as stated herein. The Contract shall henceforth be referred to as Contract No. 
CTR072014 with an effective date of July 1, 2024. The Contractor is cautioned not to commence any billable 
work or to provide any Material or Service under this Contract until Contractor receives an Order or written 
notice to proceed from the State. 
State of Arizona Contract Executed th~th 
day of November 
John Red Horse 
IT Procurement Group Manager 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 6 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Attachment A, Part 1: Special Terms and Conditions 
Arizona Department of 
Administration 
State Procurement Office 
The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing, 
deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing 
article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be 
otherwise and expressly agreed and incorporated by Contract Amendment. 
1.0 
Definition of Terms: As used in the Contract, the terms listed below are defined as follows: 
1.1 
Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised Statutes 
(A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.) R2-7-101 et seq. 
1.2 
Attachment: means any document titled "Attachment" incorporated into the State of Arizona 
Participating Addendum. 
1.3 
Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of 
Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt 
1.4 
Contract: For the purpose of this Participating Addendum, the term Contract refers to the Master 
Agreement, as defined therein and as modified by this Participating Addendum, and any 
Amendments to either the Master Agreement or the Participating Addendum. 
1.5 
Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms and 
Conditions taken collectively. 
1.6 
Contractor: The entity identified on the State of Arizona Participating Addendum signature block 
who has entered into the Contract with the State. 
1.7 
Contractor lndemnitor: Contractor or any of its owners, officers, directors, agents, employees, or 
Subcontractors. 
1.8 
Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a "Cooperative 
Purchasing Agreement" with the Arizona Department of Administration 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 reference, "Co-
Op Buyer'' is to be construed as encompassing an "eligible procurement unit" under A.A.C. R2-7-
101(23). 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 7 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, 
including cities, counties, school districts, and special districts. Membership is also available to non-profit 
organizations, other state governments, the federal government and tribal nations. For reference, "non-
profit organizations" are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by 
the IRS under Section 501{c)(3) through 501{c)(6) of the tax code. 
1.9 
Eligible Agency: 
1.9.1 
If the Special Terms and Conditions indicate that the Contract is a "single-agency" 
contract, then "Eligible Agency" means the particular State of Arizona agency, university, 
commission, or board identified therein. 
1.9.2 
If the Special Terms and Conditions indicate that the Contract is a mandatory statewide 
contract, then "Eligible Agency" means any State of Arizona department, agency, 
university, commission, or board. 
1.9.3 
If the Special Terms and Conditions indicate that the Contract is a "cooperative" contract 
available for use by Co-Op Buyers, then "Eligible Agency" means any State of Arizona 
department, agency, university, commission, board, or any Co-Op Buyer. 
1.10 
Exhibit: means any document titled "Exhibit" incorporated into the Contract or placed in the 
Exhibits section of the Contract 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. 
1.11 
Master Agreement: Master Agreement refers to the Master Agreement Name and Number listed 
in section 1.1 of the Scope of Work and Participation Section of the Participating Addendum in its 
entirety, including any Amendments to the Master Agreement. 
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 construed as an "Order": "Purchase 
order," "task order," "service order," or "job order". 
1.13 
The State's eProcurement System: The State's official electronic procurement system, established 
pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 8 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
Procurement Office policy document Technical Bulletin No. 020, The State's eProcurement 
System-The Official State eProcurement System. Technical Bulletin No. 020 is available online at: 
https://spo.az.gov/sites/default/files/documents/files/TB 020 APP 20181024.pdf 
1.14 
State: With respect to the Contract generally, "State" means the State of Arizona and its 
department, agency, university, commission, or board that has executed the Contract. With 
respect to administration or rights, remedies, obligations and duties under the Contract for a given 
Order, "State" means each Eligible Agency or Co-Op Buyer who has issued the Order. 
1.15 
State lndemnitees: Collectively, the State of Arizona, its departments, agencies, universities, 
commissions, and boards and, and their respective officers, agents, and employees. 
1.16 
Participating Addendum: Participating Addendum refers to this agreement, including any Exhibits, 
Supplements, and Attachments to this agreement, between the State and Contractor to modify 
the Master Agreement as described herein. 
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. 
2.0 
Contract Interpretations 
2.1 
Usage. Where the Contract: 
2.1.1 
assigns obligations to Contractor, any reference to "Contractor" is to be construed to be a 
reference to the Contractor and all Subcontractors, whether they are first-tier 
Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-
consultants, as well as all of Contractor's and the Subcontractor's respective agents, 
representatives, and employees in every instance unless the context plainly requires that 
it is a reference only to Contractor as apart from Subcontractors. 
2.1.2 
uses the permissive "may" with respect to a party's actions, determinations, etc., the 
terms is to be interpreted as in A.A.C. R2-7-101{32) [Definitions] . For clarity of intent, any 
right given to State using "State may'' or a like construction denotes discretion and 
freedom to act so far as any regulatory or operative constraints permit in the relevant 
circumstances, provided that: (a) where written "may, at its discretion," the discretion 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 9 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
extends to whatever is most advantageous to State; and (b) where written only as "may," 
the discretion is constrained by what is fair, reasonable, and as accommodating of the 
respective best interests of both parties as practicable under the circumstances; 
2.1.3 
uses the imperative "shall" with respect to a party's actions, duties, etc., the term is to be 
interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase "shall not" is to 
be interpreted as an imperative prohibition. 
2.1.4 
uses the term "must" with respect to a requirement, criterion, etc., the term is to be 
interpreted as conveying compulsion or strict necessity; 
2.1.5 
uses the term "might" with respect to an event, outcome, action, etc., the term is to be 
interpreted as conveying contingency or non-discretionary conditionality; and 
2.1.6 
uses the term "will" or the phrases "is to be" or "are to be" with respect to an event, 
outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty 
or imperativeness that "shall" is either unnecessary or irrelevant in that 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 
State of Arizona Participating Addendum, including all Attachments and 
Exhibits, in the following order: 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 10 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
2.2.2.1.1 
Special Terms and Conditions, as modified by Supplements to the 
2.2.2.2 
2.2.2.3 
2.2.2.1.2 
2.2.2.1.3 
2.2.2.1.4 
2.2.2.1.5 
2.2.2.1.6 
2.2.2.1.7 
Special Terms and Conditions; 
Exhibits to the Special Terms and Conditions; 
Uniform Terms and Conditions; 
Participating Addendum Scope of Work; 
Exhibits to the Participating Addendum Scope of Work; 
Participating Addendum Specifications; and 
Any other documents referenced or included in the Participating 
Addendum. 
Master Agreement, including all Addenda, in the order of precedence stated 
therein; and 
Orders, in reverse chronological order. 
3.0 
Contract Administration and Operation 
3.1 
Term of Contract. The term of the Contract will commence on the date indicated in the State of 
Arizona Participating Addendum signature block and shall terminate upon the expiration or 
termination of the Master Agreement, as amended unless this Contract is terminated in 
accordance with the terms set forth herein. 
3.2 
Contract Extensions. State may, at its discretion, request for a mutual agreement to 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 cannot 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 "Default for Type" for "General Mailing Address" in 
Contractor's corresponding State's eProcurement System Vendor Profile; and address any 
required notices to Contractor to the "Contact Name and Title" at the "Mailing Address" 
indicated on the Accepted Offer, as that address might have been amended during the 
term of the Contract. 
3.3.2 
To State. Contractor shall address all Contract correspondence other than formal notices 
to the email address indicated in "Contact Instructions" in the State's eProcurement 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 11 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
System Summary for State; and address any required notices to State via email to the 
Procurement Officer identified as "Purchaser" in the State's eProcurement System and via 
mail to the following mailing address: 
Arizona Department of Administration 
State Procurement Office 
1802 W. Jackson, #100, 
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's counter-signature (or "approval" in the State's 
eProcurement System, in the case of an amendment) is not required to give effect 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. 
In every case other than those listed in 3.4.1 and 3.4.2 above, both parties' signatures (or "approval" 
in the State's eProcurement System in the case of an Amendment) are required to 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 Contract (each an 
"Electronic Ordering System" ), the parties acknowledge and agree 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 authorized State user is required to "click through" or otherwise accept or 
be made 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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 12 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
3.6 
Books and Records 
Arizona Department of 
Administration 
State Procurement Office 
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(8), 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. 
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 retained solely 
within the Contractor's system (for example, related to punch-out or 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 State's government purpose 
rights detailed in Section 3 of the Uniform Terms and 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 office on State's demand, the choice of which being at 
State's discretion. For the purpose of this paragraph, "reasonable times" are during 
normal business hours and in such a manner so as to not unreasonably interfere with 
normal business activities. 
3. 7 
Subcontract 
3.7.1 
Initial list. At the time of Contract execution, Contractor's candidate Subcontractors were 
identified in Attachment Proposed Subcontractors [Proposed Subcontractors]. Agreeing to 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 13 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
them being included signified Procurement Officer's advance consent 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 obtaining Procurement Officer's written consent 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 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 
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Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Arizona Department of 
Administration 
State Procurement Office 
Description: Tires, Tubes and Service 
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 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 
3.9.1.2 
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 
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 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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 any 
time prior to Contractor's formal acknowledgement of the Order. 
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:ljspo.az.gov/suppliers/usage-reporting 
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 prior to January 1, 2024, is one (1.5%) 
percent. Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the 
SPO website, which may be revised at the State's sole discretion as part of Arizona state 
procurement policy. For convenience (though note that this link may change over time) TB 
007 may be found here: 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
https://spo.az.gov/suppliers/usage-reporting. 
Arizona Department of 
Administration 
State Procurement Office 
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) business 
day after receipt by either: (a) "approving" the Order electronically in the State's 
eProcurement System, which will indicate Contractor's unqualified acceptance of the 
Order as-issued; or (b) "rejecting" the Order electronically in the State's eProcurement 
System, with a concurrent explanation by email to relevant 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 3.8.3 [Orders are Obligatory]. Unless 
and until Contractor has approved the Order in the State's eProcurement System, it will 
have no effect under 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 acceptance by accepting the Purchase Order electronically in the State's 
eProcurement System within three (3) business days. Contractor shall thereafter be 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
barred from subsequently rejecting the Order in the State's eProcurement System 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 each 
Co-Op Buyer's instructions given at the time of ordering or in any supplemental 
participating agreement Contractor might have with them. Orders from Co-Op Buyers 
create no obligation on State's part, since they are entirely between the Co-Op Buyer and 
Contractor. That notwithstanding, Contractor's obligation under the Contract is to service 
Co-Op Buyers commercially as though they were with an Eligible Agency, and Contractor's 
refusal to do so would be a material breach of the Contract. 
3.11 
Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms, all of 
which become final and effective by a Purchase Order in the State's eProcurement 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 Prices are set in the Master Agreement. 
3.11.3 Prices are set in the Master Agreement. 
3.11.4 Prices are set in the Master Agreement. 
3.12 
Work on State Premises 
3.12.1 Compliance With Rules. Contractor is responsible for ensuring that its personnel comply 
with State's rules, regulations, policies, documented practices, and documented operating 
procedures while delivering or installing Materials or performing Services on State's 
grounds or in its facilities. For clarity of intent, the foregoing means that if Contractor is 
required to comply with certain security 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 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on 
State's property by anyone for 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 outgoing 
suppliers to coordinate and ease the transition so that the impact on State's 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 covered under the incoming 
supplier's Contract. Conversely, the State may have a 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 Buyer's 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. 
4.0 
Costs and Payments 
4.1 
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, 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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. 
4.2 
Funding 
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 as of the Contract execution. 
4.3 
Invoicing 
4.3.1 
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 applicable Order 
document or by utilizing the Ordering Entity's purchasing tool/process. 
4.3.2 
Minimum Invoice Requirements. Every invoice shall include the following information: 
4.3.2.1 
4.3.2.2 
4.3.2.3 
4.3.2.4 
4.3.2.5 
4.3.2.6 
4.3.2.7 
4.3.2.8 
4.3.2.9 
4.3.2.10 
4.3.2.11 
4.3.2.12 
4.3.2.13 
4.3.2.14 
4.3.2.15 
4.3.2.16 
4.3.2.17 
Bill-to name and address; 
Contractor name and contact information; 
Remit-to address; 
Invoice number and date; 
State contract number; 
Order number (APP PO number); 
Material or Service description (itemized); 
Date(s) Services were performed or Materials were delivered; 
Applicable payment terms; 
Quantity delivered or performed; 
Line item unit of measure; 
Item price; 
Extended pricing; 
Receipt for pass-through expenses (if applicable); 
Taxes (as a separate invoice line item), including the percentage used to 
calculate taxes; 
Mailing fees (if applicable); and 
Total invoice amount due. 
4.3.3 
No Invoice Without Authorization. Contractor shall not seek payment for any: 
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Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Arizona Department of 
Administration 
State Procurement Office 
Description: Tires, Tubes and Service 
4.3.3.1 
4.3.3.2 
4.3.3.3 
Materials or Services that have not been authorized on an acknowledged 
Order; 
Expediting, overtime, premiums, or upcharges absent State's express prior 
approval; or 
Materials or Services that are the subject of a Contract Amendment that has 
not been fully signed by the Procurement Officer. 
4.3.4 
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 invoice must be signed by Contractor's authorized representative and 
accompanied by all supporting information and documentation required by the Contract 
and applicable laws. 
4.3.5 
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. 
4.3.5.1 
4.3.5.2 
4.3.5.3 
4.4 
Payments 
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. 
Invoices will be deemed automatically rejected upon delivery if they: are 
sent to an incorrect address, do not reference the correct State contract and 
Purchase Order number, or are payable to any Person other than the 
Contractor. 
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. 
4.4.1 
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 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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 Contractor has registered properly in the State's 
eProcurement System and provided a current IRS Form W-9 to State unless excused by 
law from providing one. 
4.4.2 
Payments Only To Contractor. Unless an assignment and assumption agreement has been 
reached between the Contractor and State pursuant to Section 5.1 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 the Contract was awarded to 
within the eProcurement System. 
4.4.3 
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. 
4.4.4 
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 other creditor 
to whom any portion of Contractor's requested payment is owed. 
4.4.5 
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. 
4.4.6 
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. 
4.4.7 
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 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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. 
4.5 
Applicable Taxes 
4.5.1 
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 is 
Contractor's responsibility (as seller) to remit. Contractor's failure to collect 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. 
4.5.2 
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, social security, and workers' compensation insurance. 
5.0 
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 duties 
under the Contract without Procurement Officer's prior written consent, which consent 
Procurement Officer may withhold at his or her discretion. If Contractor's proposed 
assignment or delegation 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 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 3.7 [Subcontract] with respect to 
subcontracting, Contractor may assign particular rights or delegate particular duties under 
the Contract, but shall obtain Procurement Officer's written consent before doing so. 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
Procurement Officer shall not unreasonably withhold consent so long as the proposed 
assignment or delegation does not attempt to modify the Contract in any way or to alter 
or impair State's rights or remedies under the Contract or state law. 
6.0 
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, agents, and 
employees (hereinafter referred to as "lndemnitee") from and against any and all claims, 
actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and 
costs of claim processing, investigation and litigation) (hereinafter referred to as "Claims") 
for bodily injury or personal injury (including death), or loss or damage to tangible or 
intangible property caused, or alleged to be caused, in whole or in part, by the negligent 
or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, 
employees or Subcontractors. This indemnity includes any claim or amount arising out of, 
or recovered under, the Workers' Compensation Law or arising out of the failure of such 
Contractor to conform to any federal, state, or local law, statute, ordinance, rule, 
regulation, or court decree. It is the specific intention of the parties that the lndemnitee 
shall, in all instances, except for Claims arising solely from the negligent or willful acts or 
omissions of the lndemnitee, 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. This indemnity shall 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
not apply if the Contractor or Subcontractor(s) is/are an agency, board, commission or 
university of the State of Arizona. The State may not place any orders with an 
Independent Dealer (as defined by the Master Agreement) unless and until that 
Independent Dealer has executed a Dealer Agreement with Contractor regarding such 
Independent Dealer's performance under this Contract. Contractor shall provide a list of 
Independent Dealers that have signed such Dealer Agreement with the Contractor and are 
approved to provide on-contract sales and service support under this Agreement to the 
State. 
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: Supplement 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 lndemnitor for performance 
under the Contract, Contractor shall indemnify, defend and hold harmless State lndemnitees 
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; 
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Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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 .0 
Warranties 
7.1 
Warranties and Requirements Related to Information Technology. Addendum B: Warranties and 
Requirements Related to Arizona Information Technology Statewide Policies, Standards, and 
Procedures is incorporated herein as part of the Special Terms and Conditions. 
8.0 
State's Contractual Remedies [RESERVED] 
9.0 
Contract Termination [RESERVED] 
10.0 
Contract Claims [RESERVED] 
11.0 
Arbitration [RESERVED] 
12.0 
General Provisions for Materials 
12.1 
Applicability. Section 12 applies to the extent the Work is or includes Materials. 
12.2 
Returns. State may, at its discretion, return any such items under subparagraph 12.17 Subject to 
the discretion to the Approved Distributor or cancel any such Order under subparagraph 12.18, in 
either case being without obligation and at Contractor's expense. 
12.3 
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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 26 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
12.4 
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). 
12.5 
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. 
12.6 
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. 
12.7 
Additional Products. Any changes to product offerings will be in accordance with the Master 
Agreement. 
12.8 
Discontinued Products. Any updates to product offerings will be in accordance with the Master 
Agreement. 
12.9 
Forced Substitutes. Any updates to product offerings will be in accordance with the Master 
Agreement. 
12.10 
Recalls. In the event of a recall notice, technical service bulletin, or other important notification 
affecting a product offered under the Contract (collectively, "recalls" 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 and without obligation on State's part, 
other than to permit removal of installed products, retrieve stored products, and take any other 
reasonably necessary actions, to implement the recall. 
12.11 
Delivery Time. Unless stated otherwise in the Purchase Order, Contractor shall make delivery 
within two (2) business days after receiving each Order. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 27 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
12.12 
Delivery Locations. 
Contractor shall offer deliveries to every location served under the scope 
of the Contract, specifically 
12.12.1 if the Contract is for a single State agency in a single area, then Contractor shall deliver 
to any agency location in that area; 
12.12.2 if the Contract is for a single State agency in all its locations, then Contractor shall 
deliver to any of that agency's location in Arizona; 
12.12.3 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 
12.12.4 if the Contract is for unrestricted mandatory statewide and cooperative use, then: 
12.12.4.1 
Contractor shall deliver to any Eligible Agency or Co-Op Buyer anywhere in 
Arizona; 
12.12.4.2 
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, 
12.12.4.3 
if the Purchase Order indicates defined delivery areas and prices, those 
always apply unless the Order expressly states otherwise and Contractor 
accepts it. 
12.13 
Conditions at Delivery Location. 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. 
12.14 
Materials Acceptance. State has the right to accept Materials subject to a complete inspection on 
delivery and installation, if installation is Contractor's responsibility. State may require acceptance 
criteria, including, but not limited to, conformity to the Contract, workmanship, and quality under 
the Contract or for a specific Order. Contractor shall remove any rejected Materials from the 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 28 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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. 
12.15 
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. 
12.16 
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. 
12.17 
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. 
12.18 
Whether State will permit Contractor to repair in place or demands that Contractor remove and 
replace is at State's discretion 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 State's part. 
12.19 
Returns. Bridgestone does not accept returns. Authorized Dealers may accept returns with prior 
approval. 
12.20 
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. 
12.21 
Hazardous Materials. Contractor shall timely provide State with any "Safety Data Sheets" (SDS) 
and any other hazard communication documentation required under the United States 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 29 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
Department of Labor's Occupational Safety and Health Administration (OSHA) "Hazard 
Communication Standard" (often referred to as the "HazCom 2012 Final Rule") 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, in the past, those documents might 
have been referred to as "Material Safety Data Sheets" or "Product Safety Data Sheets", but State 
(and this Contract) use only the more up-to-date "SDS" reference. Contractor shall ensure that all 
its relevant personnel understand the nature of and hazards associated with (to the extent they 
are Contractor's responsibility under the Contract) 
the design, shipping, handling, delivery, 
installation, repair and maintenance of any portion of the Work that is, contains or will become 
upon use a hazardous material, with "hazardous material" being any material or 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. 
13.0 
General Provisions for Services 
13.1 
Applicability. Article 13 applies to the extent the Work is or includes Services. 
13.2 
Services under the Master Agreement are the only services provided. 
13.3 
Additional Services. Reserved 
13.4 
Off-Contract Services. Reserved 
13.5 
Removal of Personnel. Notwithstanding that Contractor is in every circumstance responsible for 
hiring, assigning, directing, managing, training, disciplining, and rewarding its personnel, State 
may at its discretion, and without the obligation to demonstrate cause, request Contractor to 
remove any of its personnel from State's facilities or from further assignment under the Contract. 
In such cases, Contractor may replace any removed personnel with other personnel that have 
equivalent qualifications, experience, and capabilities. 
13.6 
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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 30 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
13.7 
Requirements at Location of Services 
Arizona Department of 
Administration 
State Procurement Office 
13.7.1 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. 
13.7.2 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. 
13.8 
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 State's rejection. 
13.9 
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. 
13.9.1 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). 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 31 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
13.9.2 State may demand to review and approve Contractor's analysis and plans, and 
Contractor shall make any and all reasonable corrections State instructs and adopt 
State's recommendations, including any measures State determines to be necessary for 
employee or public safety, or the protection of property or the environment. 
13.9.3 Contractor shall take the necessary action(s) to avoid any like failures in the future. 
14.0 
Data and Information Handling 
14.1 
Applicability. Article 14 applies to the extent the Work includes handling of any (1) State's 
proprietary and sensitive data or (2) confidential or access-restricted information obtained from 
State or from others at State's behest. 
14.2 
Data Protection and Confidentiality of Information. Contractor shall maintain the Confidential 
Information in a secure manner and shall protect the Confidential Information at least to the 
extent and in the same manner as it protects its own Confidential Information of a like nature, but 
in all cases use at least reasonable care and commercially reasonable to do so. 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 information 
by those same avenues is State's confidential information. To comply with the foregoing warrant: 
14.2.1 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 within twenty-four (24) hours of a Data 
Breach, by sending an email to the Arizona Department of Homeland Security at 
AZSOC@azdohs.gov and GRC@azdohs.gov; (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 
14.2.2 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 each 
person's individual performance of his or her duties under the Contract, unless 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 requests to 
State's designated representative. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 32 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
14.3 
Personally Identifiable Information. Without limiting the generality of paragraph 14.2, Contractor 
warrants that it will employ protections for any personally identifiable information ("PII") 
belonging to State's employees or other contractors or members of the general public that it 
receives from State or otherwise acquires in its performance under the Contract. For purposes of 
this paragraph: N/A No Personally Identifiable Information is collected. 
14.3.1 PII has the meaning given in Arizona Revised Statute (A.R.S.) § 18-551; and 
14.3.2 "protections" has the meaning given in the National Institute of Standards and 
Technology (NIST) Special Publication 800-160, Revision 2, Volume 1. 
NOTE (1): For convenience of reference only, Arizona Revised Statute (A.R.S.) § 18-551 is 
available at: 
https ://www.azleg.gov/ a rs/18/00551. htm 
NOTE (2): For convenience of reference only, NIST SP 800-160, Revision 2, Volume 1 is available 
at: 
https:ljnvlpubs.nist.gov/nistpubs/SpeciaIPublications/NIST.SP.800-160v2rl.pdf 
14.4 
Protected Health Information. Contractor warrants that, to the extent performance under 
Contract involves individually identifiable health information (referred to hereinafter as protected 
health information ("PHI") and electronic PHI ("ePHI") as defined in the Privacy Rule referred to 
below), it: 
14.4.1 is familiar with and will comply with the applicable aspects of the following collective 
regulatory requirements regarding patient information privacy protection: (a) the 
"Privacy Rule" in CFR 45 Part 160 and Part 164 pursuant to the Health Insurance 
Portability and Accountability Act ("HIPAA") of 1996; (b) Arizona laws, rules, and 
regulations applicable to PHl/ePHI that are not preempted by CFR45-160(B) or the 
Employee Retirement Income Security Act of 1974 ("ERISA") as amended; and (c) State's 
current and published PHl/ePHI privacy and security policies and procedures; 
14.4.2 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 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 33 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 1 : 
Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
14.4.3 will sign any documents that are reasonably necessary to keep both State and Contractor 
in compliance with the requirements in (1) above, in particular "Business Associate 
Agreements" in accordance with the Privacy Rule. 
NOTE: 
For convenience of reference only, the Privacy Rule 
is available at: 
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html 
14.5 
Artificial Intelligence (Al) Prohibitions. Consistent with State policy, if Contractor supplies Al 
Services or Materials (either directly or through Subcontractors or the sale of licenses), such as 
research, development, training, implementation, deployment, maintenance, provision, or sale of 
Al systems, then Contractor is prohibited from using State of Arizona Materials or Data in 
generative Al queries or for building or training proprietary generative Al programs unless 
explicitly approved in advance by the State in writing. N/ A No Al is being supplied. 
14.5.1 Contractor shall also disclose the utilization of generative Al before producing works 
owned by the State and/or integrating generative Al into Materials or Services used by 
the State. 
14.5.2 Contractor shall perform due diligence to ensure proper licensure of model training data 
for all generative Al services. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 34 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-110DC31 C5580 
Supplement A to the Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Supplement A - Contractor Insurance Requirements 
Arizona Department of 
Administration 
State Procurement Office 
MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of liability not less 
than those stated below. 
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. All Independent Dealers (as defined in the Master 
Agreement) will affirm the required insurance coverages in a Dealer Agreement 
with Bridgestone prior to performing under this Contract and provide acceptable 
Certificates of Insurance evidencing that coverage to the State of Arizona. 
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 
Commercial General Liability {CGL)- Occurrence Form 
Policy shall include bodily injury, property damage, and broad form contractual 
liability coverage. 
• 
General Aggregate (include Products - Completed Operations) 
• 
Personal and Advertising Injury (Included in above) 
• 
Damage to Rented Premises 
• 
Each Occurrence 
$2,000,000 
$1,000,000 
$50,000 
$1,000,000 
a. 
The policy shall be endorsed, as required by this written agreement, to include 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 35 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-110DC31 C5580 
Supplement A to the Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
the State of Arizona, and its departments, agencies, boards, commissions, 
universities, officers, officials, agents, and employees as additional insureds by 
way of blanket endorsement acceptable to the State with respect to liability 
arising out of the activities performed by or on behalf of the Contractor. 
b. 
Policy shall contain a waiver of subrogation endorsement, as required by this 
written agreement, in favor of the State of Arizona, and its departments, 
agencies, boards, commissions, universities, officers, officials, agents, and 
employees for losses arising from work performed by or on behalf of the 
Contractor but only to the extent that Contractor is required to indemnify the 
State of Arizona under this Participating Addendum. 
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 by way of blanket endorsement acceptable to the 
State with respect to liability arising out of the activities performed by, 
or on behalf of, the Contractor involving automobiles owned, hired 
and/or non-owned by the Contractor. 
b. 
Policy shall contain a waiver of subrogation endorsement as required by 
this written agreement in favor of the State of Arizona, and its 
departments, agencies, boards, commissions, universities, officers, 
officials, agents, and employees for losses arising from work performed 
by or on behalf of the Contractor but only to the extent that Contractor 
is required to indemnify the State of Arizona under this Participating 
Addendum by way of blanket endorsement acceptable to the State of 
Arizona. 
1.2.3 
Workers' Compensation and Employers' Liability 
• 
• 
Workers' Compensation 
Employers' Liability 
o Each Accident 
o Disease - Each Employee 
$1,000,000 
$1,000,000 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 36 of 60 
Statutory

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-110DC31 C5580 
Supplement A to the Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
o Disease - Policy Limit 
$1,000,000 
Arizona Department of 
Administration 
State Procurement Office 
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 but only to the extent 
that Contractor is required to indemnify the State of Arizona under 
this Participating Addendum. 
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). 
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 to the extent that 
Contractor is required to indemnify the State of Arizona under this 
Participating Addendum 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 Contractor's 
liability assumed under the indemnification provisions of this 
Contract. 
1.4 
Notice of Cancellation 
Applicable to all insurance policies required within the Insurance 
Requirements of this Contract, Contractor's insurance shall not be 
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 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 37 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-110DC31 C5580 
Supplement A to the Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
Department and shall be mailed, emailed, hand delivered or sent by 
facsimile transmission to (State Representative's Name, Address & Fax 
Number). 
1.5 
Acceptability of Insurers 
Contractor's insurance shall be placed with companies licensed in the State 
of Arizona or hold approved non-admitted status on the Arizona 
Department of Insurance List of Qualified Unauthorized Insurers. Insurers 
shall have an "A.M. Best" rating of not less than 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. 
1.6.1 
All such certificates of insurance and policy endorsements must be 
received by the State before work commences. The State's receipt 
of any certificates of insurance or policy 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. Bridgestone insurance policies are proprietary and 
cannot be shared. 
1. 7 
Subcontractors 
Contractor's certificate(s) shall include all subcontractors as 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 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 38 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-110DC31 C5580 
Supplement A to the Special Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 39 of 60

Docusign Envelope ID: 573AC627-A49A-41BF-9A73-110DC31C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Attachment A, Part 2: Uniform Terms and Conditions 10.5 
Arizona Department of 
Administration 
State Procurement Office 
1. 
Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed below are defined as 
follows: 
1.1. 
"Al" means the science and engineering of making machines capable of performing tasks that are typically 
associated with human intelligence, such as learning and problem-solving, and includes without limitation: 
Al systems, classic Al, external Al, generative Al, and large language model (LLM) Al. 
1.2. 
"Attachment" means any item the Solicitation which requires the Offeror to submit as part of the Offer. 
1.3. 
"Contract" means the combination of the Solicitation, including the 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. 
1.4. 
"Contract Amendment" means a written document signed by the Procurement Officer that is issued for the 
purpose of making changes in the Contract. 
1.5. 
"Contractor" means any person who has a Contract with the State. 
1.6. 
"Data" means recorded information, regardless 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. 
1.7. 
"Days" means calendar days unless otherwise specified. 
1.8. 
"Exhibit" means any item labeled as an Exhibit 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. 
1.9. 
"Gratuity" means a payment, loan, subscription, 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. 
1.10. 
"Materials" means all property, including equipment, supplies, printing, insurance and leases of property 
but does not include land, a permanent interest in land or real property or leasing space. 
1.11. 
"Procurement Officer" means the person, or his or her designee, duly authorized by the State to enter into 
and administer Contracts and make written determinations with respect to the Contract. 
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Docusign Envelope ID: 573AC627-A49A-41BF-9A73-110DC31C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
1.12. 
"Services" means the furnishing of labor, time 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. 
1.13. 
"State" means 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 that executes the Contract. 
1.14. 
"State Fiscal Year" means the period beginning with July 1 and ending June 30. 
1.15. 
"Subcontract" means any Contract, express or implied, between the Contractor and another 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. 
1.16. 
"Subcontractor" means a person who contracts to perform work or render Services to a 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 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 41 of 60

Docusign Envelope ID: 573AC627-A49A-41BF-9A73-110DC31C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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. 
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. 
2.7. 
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. 
No Waiver. Either party's failure to insist on 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. 
3.2. 
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require 
each Subcontractor to retain any and all Data and other "records" relating to the acquisition and 
performance of the Contract for a period of five (5) years after the completion of the Contract. 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. 
Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 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. 
3.3. 
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years 
thereafter, the Contractor's or any Subcontractor's books and records shall be subject to audit 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 facilities, and the Contractor's processes or services, at reasonable times for inspection of 
the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State shall 
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Docusign Envelope ID: 573AC627-A49A-41BF-9A73-110DC31C5580 
3.5. 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither 
inspection of the Contractor's facilities nor Materials testing shall constitute final acceptance of the 
Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be 
responsible for the payment of all costs incurred by the State for testing and inspection. 
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 Contract, or listed on the State's eProcurement 
system. An authorized Procurement Officer and 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. 
3.8. 
3.9. 
Continuous Improvement. Contractor shall recommend continuous improvements on an on-going 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. 
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 requires handing-off Contractor's work to others, 
Contractor shall cooperate as State instructs 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 State's or other suppliers' performance of their work, provided that, State shall 
enforce the foregoing section equitably among all its suppliers so as not impose an unreasonable burden 
on any one of them. 
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 improvements thereto, 
including 
Contractor's 
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Docusign Envelope ID: 573AC627-A49A-41BF-9A73-110DC31C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Arizona Department of 
Administration 
State Procurement Office 
Description: Tires, Tubes and Service 
administrative communications and records relating to the Contract, are considered work product 
and Contractor's property, provided that, State has Government Purpose Rights to that work 
product as and when it was delivered to State. 
3.9.2. "Government Purpose Rights" are: 
3.9.2.1. 
3.9.2.2. 
3.9.2.3. 
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; 
the right to release or disclose that work product to third parties for any State 
government purpose; and 
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. 
3.9.3. "Government Purpose Rights" do not include any right to use, modify, reproduce, 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. 
3.9.5.2. 
any derivative works of such pre-existing Materials or elements thereof that are 
created pursuant to the Contract are part of that work product; 
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 
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Docusign Envelope ID: 573AC627-A49A-41BF-9A73-110DC31C5580 
3.10. 
3.11. 
3.12. 
3.13. 
3.14. 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Arizona Department of 
Administration 
State Procurement Office 
Description: Tires, Tubes and Service 
3.9.5.3. 
except as expressly stated otherwise, nothing in the Contract is to be construed to 
interfere or diminish Contractor's or its affiliates' ownership of such pre-existing 
Materials. 
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. 
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. 
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. 
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. 
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. 
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. 
Artificial Intelligence (Al) Prohibitions. Consistent with State policy, if Contractor supplies Al Services or 
Materials (either directly or through Subcontractors or the sale of licenses), such as research, development, 
training, implementation, deployment, maintenance, provision, or sale of Al systems, then Contractor is 
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Docusign Envelope ID: 573AC627-A49A-41BF-9A73-110DC31C5580 
3.16. 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
prohibited from using State of Arizona Materials or Data in generative Al queries or for building or training 
proprietary generative Al programs unless explicitly approved in advance by the State in writing. 
3.15.1. 
3.15.2. 
Contractor shall also disclose the utilization of generative Al before producing works owned by 
the State and/or integrating generative Al into Materials or Services used by the State. 
Contractor shall perform due diligence to ensure proper licensure of model training data for all 
generative Al services throughout the life of the Contract. 
Certifications Required by State Law. 
3.16.1. 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. 
3.16.2. 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. 
4.2. 
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. 
Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B. ("free on 
board") Destination and shall include all freight delivery and unloading at the destination. 
4.3. 
Firm. Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Contract, all prices 
shall be firm-fixed-prices. 
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 
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Docusign Envelope ID: 573AC627-A49A-41BF-9A73-110DC31C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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 Security and Worker's Compensation. 
4.4.4. 
IRS 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: 
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 clearly list any proposed 
Subcontractors and the Subcontractor's proposed responsibilities. The Subcontract shall incorporate by 
reference the terms and conditions of this Contract. 
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Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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, officials, agents, and employees (hereinafter 
referred to as "lndemnitee") from and against any and all claims, actions, liabilities, damages, 
losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, 
investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or personal injury 
(including death), or loss or damage to tangible or intangible property caused, or alleged to be 
caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its 
owners, officers, directors, agents, employees or Subcontractors. This indemnity includes any claim 
or amount arising out of, or recovered under, the Workers' Compensation Law or arising out of the 
failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, 
regulation, or court decree. It is the specific intention of the parties that the lndemnitee shall, in all 
instances, except for Claims arising solely from the negligent or willful acts or omissions of the 
lndemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that 
Contractor will be responsible for primary loss investigation, defense, and judgment costs where 
this indemnification is applicable. In consideration of the award of this contract, the Contractor 
agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, 
and employees for losses arising from the work performed by the Contractor for the State of 
Arizona. This indemnity shall not apply if the Contractor or 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 
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Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
6.3. 
6.4. 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Arizona Department of 
Administration 
State Procurement Office 
Description: Tires, Tubes and Service 
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. 
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. 
Force Majeure. 
6.4.1. Except for payment of sums due, neither the Contractor nor State shall be liable to the other nor 
deemed in default under this Contract if and to the extent that such party's performance of this 
Contract is prevented by reason of force majeure. The term "force majeure" means an occurrence 
that is beyond the control of the party affected and occurs without its fault or negligence. Without 
limiting the foregoing, force majeure includes: acts of God, acts of the public enemy, war, riots, 
strikes, 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. 
6.4.2.2. 
6.4.2.3. 
Late delivery of equipment, Materials, or Services caused by congestion at a 
manufacturer's plant or elsewhere, or an oversold condition of the market; 
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 
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. 
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Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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. 
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: 
7.3. 
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. 
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. 
7.3.1.2. 
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; 
Be free from defects of material and workmanship; 
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7.4. 
7.5. 
7.6. 
7.7. 
7.8. 
7.9. 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
7.3.1.3. 
7.3.1.4. 
Conform to or perform in a manner consistent with current industry standards; and 
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 not begin until State's explicit acceptance 
of the Materials or Services. 
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. 
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, and Contractor shall provide 
individual evidence of certification to State's authorized representatives upon request. 
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 procedures available on the State's website 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. 
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. 
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. 
Operational Continuity. Contractor warrants that it will perform without relief notwithstanding being sold 
or acquired; no such event will operate to mitigate or alter any of Contractor's duties hereunder absent a 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 51 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
7.10. 
7.11. 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
consented delegation under paragraph 5.3 [Assignment and Delegation] that expressly recognizes the 
event. 
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. 
7.10.1.2. 
7.10.1.3. 
Identification of response personnel by name; 
Key succession and performance responses in the event of sudden and significant 
decrease in workforce; and 
Alternative avenues to keep sufficient product on hand or in the supply chain. 
7.10.2. Provide a copy of its current plan to State within three (3) business days after State's written 
request. If Contractor claims relief under paragraph 6.4 [Force 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. 
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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 52 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
7.12. 
7.13. 
7.14. 
7.15. 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
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 for State's benefit or on State's behalf. 
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 meaning of Federal Acquisition 
Regulation ("FAR") Section 52.204-25. 
Debarment, Suspension, U.S. Government Restricted Party Lists. Contractor warrants that it is not, and its 
Subcontractors are not, on the U.S. government's Denied Parties List, the Unverified List, the Entities List, 
the Specially Designated Nationals and Blocked Parties List, and neither the 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. 
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. 
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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 53 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
8. 
State's Contractual Remedies 
8.1. 
8.2. 
8.3. 
8.4. 
8.5. 
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 the demand may, at the State's option, 
be the basis for terminating the Contract under the Uniform Terms and Conditions or other rights and 
remedies available by law or provided by the contract. 
Stop Work Order. 
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. 
Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not exclusive. 
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. 
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 Contractor's non-conforming 
performance or failure to perform the Contract, including expenses, costs and damages described in the 
Uniform Terms and Conditions. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 54 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
9. 
Contract Termination 
9.1. 
9.2. 
9.3. 
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. 
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 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. 
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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 55 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment A, Part 2: State of Arizona 
Uniform Terms and Conditions 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
9.5. 
Termination for Default. 
9.6. 
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 the State in procuring Materials or Services in 
substitution for those due from the Contractor. 
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). 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 56 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment B: Participation in Boycott of Israel 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Attachment B: Participation in Boycott of Israel 
Arizona Department of 
Administration 
State Procurement Office 
Please note that if any of the following apply to this Contract, then the Contractor shall select the "Exempt Contract or 
Contractor" option below: 
• 
The Contract has an estimated value of less than $100,000; 
• 
Contractor is a sole proprietorship; 
• 
Contractor has fewer than ten (10) employees; OR 
• 
Contractor is a non-profit organization. 
Pursuant to A.R.S. §35-393.01, public entities are prohibited from entering into contracts "unless the contract includes 
a written certification that the company is not currently engaged in, and agrees for the duration of the contract to not 
engage in, a boycott of goods or services from Israel.'' 
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" 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. 
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 Contractors must select one of the following: 
Iii The Contractor 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. 
D The Contractor does participate in a boycott of Israel as described in A.R.S. § 35-393 et seq. 
D Exempt Contract, or Contractor. 
Indicate which of the following statement(s) applies to this Contract: 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 57 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment B: Participation in Boycott of Israel 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Arizona Department of 
Administration 
State Procurement Office 
□ 
Contract has an estimated value of less than $100,000; 
□ 
Contractor is a sole proprietorship; 
D 
Contractor has fewer than ten (10) employees; and/or 
□ 
Contractor is a non-profit organization. 
Bridgestone Americas Tire Operations LLC 
Gregg Trosper 
Nashville 
City 
Contractor Name 
Address 
TN 
State 
37201 
Zip 
Signature of Person Authorized to Sign 
Gregg Trosper 
Printed Name 
Business Development 
Title 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 58 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment C: Forced Labor of Ethnic Uyghurs 
Ban 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Attachment C: Forced Labor of Ethnic Uyghurs Ban 
Arizona Department of 
Administration 
State Procurement Office 
Please note that if any of the following apply to the Contractor, then the Contractor shall select the "Exempt 
Contractor'' option below: 
• 
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: 
lxl The Contractor does not use, and agrees not to use during the term of the contract, any of the following: 
• 
Forced labor of ethnic Uyghurs in the People's Republic of China; 
• 
Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of 
China; or 
• 
Any Contractors, Subcontractors, or suppliers that use the forced labor or any goods or services 
produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 
□ The Contractor does 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. 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 59 of 60

Docusign Envelope ID: 573AC627-A49A-41 BF-9A 73-11 0DC31 C5580 
Attachment C: Forced Labor of Ethnic Uyghurs 
Ban 
Contract No.: CTR072014 
Description: Tires, Tubes and Service 
Bridgestone Americas Tire Operations LLC 
Contractor Name 
DocuSigned by: 
Arizona Department of 
Administration 
State Procurement Office 
1gilature of person authorized to sign 
_G_r_e_g_g_T_ro_s_p_e_r ______________ ___.l 
I Gregg Trosper 
Gregg Trosper 
Address 
Printed name and title 
_N_a_s_h_v_i_11_e _____ 
T_N _______ 
3_7_o_6_4 __ ___.I 
I trospergregg@bfusa.com 615 815 0769 
City, State, ZIP 
Contact email address 
Contact phone number 
Participating Addendum I Revision No. 1 I Revised 03-24 I Page 60 of 60