Linking Agreement with Fire Truck Solutions LLC

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FIRE TRUCK SOLUTIONS, 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 Fire Truck Solutions, LLC, a Delaware
limited liability company, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

A. On March 7, 2025, Fite Truck Solutions, LLC, a member of the S.A.V.E.Cooperative Purchasing
Agteement, the City of Tempe, entered into a contract with Contractor to purchase the goods and
services described in Fire Apparatus Maintenance Services Contract No. T25-075-01 (“Cooperative
Agreement”), which is attached hereto as Exhibit A. ‘he 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.

Cc. 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 agtees 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 March 7, 2025, until the date the contract terminates on
March 6, 2027, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond March 6, 2030. The initial period of this Agreement is the period from the Effective
Date of this Agreement until March 6, 2027.

B. The City may extend the term of this Agreement for the same supplemental periods of up
to a maximum of three (3) additional years consistent with any extension of the Cooperative
Agreement. The City will give the Contractor notice that it is exercising its option to extend
this Agreement 30 days prior to the anniversary of the Effective Date. Glendale extensions

1
01/28/2025

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

Scope of Work: Terms, Conditions, and Specifications.

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

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

Compensation.

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

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed seven hundred fifty thousand dollars ($750,000) for the entire term of the
Agreement (initial term plus any extensions).

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

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

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
ARS. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in ARS § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:

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

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

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

01/28/2025

10. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with
a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an offiter of Contractor with oversight responsibility.

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

City of Glendale

c/o Sandy Ressler - Fleet Management

6210 W. Myrtle Avenue \
Glendale, AZ 85301 ‘

Fire Tratk Solutions, LLC

c/o Steven Slatzer

2050 E. Broadway Rd., Suite 100
Phoenix) AZ 85040

IN WITNESS WHEREOF, , the parties hereto have executed this Agreement as of the date and year set
forth above. i

“City” “Contractor”

City of Glendale, an Arizona Fire Truck Solutions, LLC,
municipal corporation a Delawate limited liability company
Kevin R. Phelps! Name: Steven Slatzet 7
City Manager | Title: Vice President, Administration
f
ATTEST:
Julie K. Bower (SEAL)
City Clerk ;
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
3

01/28/2025

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FIRE TRUCK SOLUTIONS, LLC

EXHIBIT A
CITY OF TEMPE
CONTRACT NO. T25-075-01
FIRE APPARATUS MAINTENANCE SERVICES

City of Tempe
. Financial Services
Contract Award Notice Procurement Offes "

Tome ze’ ‘Tempe

Contract Number: 125-075-01 Issue Date: 03-07-2025

Description: Fire Apparatus Maintenance Services

102117 AwardPeriod =

Fire Truck Solutions Beginning: 03-07-2025

PO Box 20396 Ending: 03-06-2027

Phoenix, AZ 85036
Potential Renewals: (3) one-year renewals
Phone: 480-205-07274
Cell: 480-205-07274
Email: Steve.slatzer@firetruckcolutions.com

This Contract Award Notice is issued for the purchase of goods, materials and/or services as requested by the above noted
solicitation/contract number. The contract shall remain in effect as noted in the award period block unless extended, renewed
or canceled per terms and conditions of the solicitation.

Itis to be noted that any contracted vendor document(s) that conflict with the language and requirements of the City’s solicitation
are not acceptable and will void the contract. In addition, contracted vendor is not to begin work or make delivery of awarded
items until any and all required insurance and/or performance bonds are posted with the City Procurement Office.

If contracted vendor has a change of address for mailing payments and/or for mailing future bid solicitations, it is the vendor's
responsibility to notify the City Procurement Officer identified with this contract and to ensure all such mailing address
information is kept current.

Please note that your City of Tempe contract number should appear on all shipping documents, invoices and statements.
Invoices are to be sent directly to the requesting department.

Award Information

Description: Same rates across allOEMs __ __ | Firetruck Solutions ;
Hourly rate for labor to repair or replace equipment | $160 hour

Hourly rate for scheduled maintenance $160 hour

% mark-up on replacement / maintenance parts Cost + 29%

GROUP 3 — Authorized E-One Facility

GROUP 10 - Authorized Spartan Chassis Facility
GROUP 14 — Authorized Hale Facility

GROUP 15 — Authorized Waterous Facility

Fee for pick-up of drivable vehicle $75.00
Fee for towing of non-drivable vehicle At cost
Fee for return of drivable vehicle $75.00

Wi Oa

Lisa Goodman (Mar 7, 2025 09:55 MST) Michael Greene (Mar 7, 2025 09:58 MST)

Lisa Goodman Michael Greene, C.P.M., CPPO
Senior Procurement Officer Procurement Administrator

All terms and conditions of this Award Document are per the City's Solicitation Document

THIS IS NOT A PURCHASE ORDER

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FIRE TRUCK SOLUTIONS, LLC

EXHIBIT B
Scope of Work

To provide maintenance and repair services to city-owned fite apparatus and heavy-duty vehicles and
equipment on an as-needed basis.

REQUEST FOR PROPOSAL

RFP# 25-075
Fire Apparatus Maintenance Services

RFP ISSUE DATE:
December 12, 2024

DEADLINE FOR INQUIRIES/QUESTIONS:
December 30, 2024, 5:00 P.M. Local Arizona Time

RFP DUE DATE AND TIME:
January 8, 2025, 3:00 P.M. Local Arizona Time
ALL INQUIRIES MUST BE DIRECTED TO:

Eric Kraenzle, C.P.M.
Eric_Kraenzle@Tempe.Gov

Submit RFP Questions, Electronic Proposal and Documents To:
https://tempe-gov.bonfirehub.com

Table of Contents

General Instructions

Scope of Work...
Specifications
Proposal Questionnaire

Evaluation Criteria... cccceeeccsescecenscecsssesecevscsseavereavstsaveseavacecsreeveece
PLICING SOCHION oo... ec eccecececceessesseseessensssstssestessessesvecsessucansesssussvcaressesavssiessttusaresitestsatesisesteatisteeesees eee. 29
Vendor's OFfCF 2... ees cecccecssecsecsneessessesessssessnssssutstssssestetsnssstassusssacsrestussatessusriarensitarspssessipriteesusesteeeeeeescceseeccc. 32

Affidavit of Compliance with House Bill 2488
Supplier Sustainability Questionnaire ..............

General Instructions

Failure to follow these instructions may result in rejection of proposal for non-responsiveness or cancellation of any Contract

awarded.

1. Preparation of Proposal:

A.

Proposals shall be submitted through the City’s Procurement Portal (Bonfire) website at https://tempe-
gov.bonfirehub.com under the appropriate solicitation opportunity no later than the designated due date
and time and duly signed by an authorized representative of the company. Submissions submitted
elsewhere or under the wrong solicitation will not be considered.

Submission materials should be prepared in the file formats listed under Requested Information for this
opportunity in the Bonfire Portal. The maximum upload file size is 1000 MB. Documents should not be
embedded within uploaded files, as the embedded files will not be accessible or evaluated.

Submissions may be amended via the City's Bonfire Portal but only before the designated due date and
time.

The signed proposal response constitutes an irrevocable offer to sell the goods and/or services specified
herein. Offeror shall submit all additional data, documentation, or information as requested by the City,
signifying its intent to be bound by the terms of the Request for Proposal.

Negligence in preparation of a proposal confers no right of withdrawal. Offeror is solely responsible for
seeking clarification of any requirement and presenting accurate information in the proposal response. The
City shall not reimburse any costs for a proposal, or its submission, presentation or withdrawal, for any
reason. Failure to read, examine and understand the solicitation and any of its addenda will not excuse any
failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be
a basis for claiming additional compensation.

The proposal must be uploaded, submitted and finalized prior to the designated due date and time. The
City strongly recommends allowing sufficient time and at least one (1) day before the due date to begin the
uploading process and to finalize the submission.

2. Definitions: For purposes of this Request for Proposal and resultant Contract, the following definitions apply:

A.
B.

“City” means the municipal corporation of the City of Tempe, Arizona.

“Code Governance” means unless otherwise specified herein, the provisions of the Tempe City Code,
Chapter 26A shall apply and govern this Request for Proposal.

“Contract” means the agreement for the procurement of goods, equipment, materials, software,
maintenance, contracted services, professional services, or concessions.

“Contractor” means an Offeror responding to a Request for Proposal who has been awarded a Contract
with the City.

“Offer” means a written offer to furnish goods, equipment, materials, software, maintenance, contracted
services, professional services, or concessions to the City, in conformity with the standards, specifications,
delivery terms and conditions, and all other requirements established in a competitive solicitation.

“Offeror” means a business, entity or person who submits an Offer in response to a competitive solicitation.
“Public Record” means proposals and all other documents submitted in response to this solicitation shall

become the property of the City and shall be a matter of public record available for review following the
Contract award.

RFP# 25-075 Fire Apparatus Maintenance Services 3 | Page

General Instructions

10.

H. “Purchase Order” means a document issued by the Procurement Office directing the Contractor to deliver
the goods, equipment, materials, software, maintenance, contracted services, professional services or
concessions. to the City.

I. “Request for Proposal” means a competitive solicitation issued by the City for the procurement of goods,
equipment, materials, software, maintenance, contracted services, professional services or concessions.

Late, Unsigned and/or Incomplete Proposal: A late, unsigned and/or materially incomplete proposal will be
considered nonresponsive and rejected.

Inquiries: Questions regarding this Request for Proposal shall be directed to the Procurement Officer identified on
the cover page of this document through Messages/Opportunity Q&A on the City’s Procurement Portal through
Bonfire. Offerors shall not contact or ask questions of other City staff or the City department for which the
requirement is being procured. All questions must be submitted no later than the date and time indicated in the
City's Bonfire Portal.

Withdrawal of Proposal: At any time before RFP Due and time, an Offeror may un-submit a proposal response
through the City’s Bonfire portal.

Proposal Addenda: Any changes to the solicitation document will be in the form of an Addendum. Addenda are
posted on the City’s Procurement Portal (Bonfire) website at httos://tempe-gov.bonfirehub.com under the
appropriate solicitation opportunity. Interested parties are cautioned to check the Procurement Portal through
Bonfire for addenda prior to submitting the proposal. The City will not be held responsible if an Offeror fails to receive
any addenda issued. The City shall not be responsible for any oral changes to the scope of work or specifications
made by any employees or officer of the City and interested parties are cautioned not to rely on any such changes.

Compliance with City Solicitation Requirements: Unless stated otherwise in this Request for Proposal, the City
reserves the right to award by individual line item, by group of items, or as a total at the City’s discretion. The City
expressly reserves the right to waive any immaterial defect or informality, or reject any or all proposals, or portions
thereof, or reissue this Request for Proposal.

Compliance of Proposal Offeror/Contractor Forms: Any documents or forms (including separate Contract,
maintenance agreement or training agreement) intended by the Offeror to be utilized in any resulting Contract, must
be submitted with the proposal. Any documents inconsistent with or taking exception to the terms, conditions,
specifications and/or other requirements stated within this Request for Proposal may cause the proposal to be
considered as nonresponsive and rejected. No documents will be considered unless submitted with vendor's
proposal offer and approved by the Procurement Office.

Responsiveness to Specifications: Performance or feature requirements which are designated as mandatory or
minimums are needed in order to satisfy an identified task or performance need. A description is given for each
designated feature. This description shall be used to determine if the Offeror's proposed product(s) and/or
service(s) is/can perform the function(s) specified in the Request for Proposal.

It is recognized that more than one method may be used to accomplish the sought-after task functionality.
If Offeror has an alternate method of performing functional tasks, then Offeror shall list such method as an
"alternate" and describe in full detail within the proposal. The City shall be the sole judge as to whether any
alternative methodology will be accepted.

"Must", "shall", "will", "minimum", "required" and/or "mandatory" performance/feature statements must be met or
exceeded by the Offeror. Should no Offeror be found responsive to all designated Request for Proposal
requirements, the City at its option, may either award the Contract to the most responsive Offeror or cancel the
Request for Proposal and issue another Request for Proposal for the need under revised specifications.

Questionnaire: Offeror must complete the Questionnaire portion of this Request for Proposal and provide any
documentation required to support the answers. Questionnaire items, which are designated as mandatory, are
needed to satisfy a required task or performance criteria. Items which may be listed as desirable are not required
to be responsive to the Request for Proposal and will be relatively evaluated against other proposals in making a
final award decision.

RFP# 25-075 Fire Apparatus Maintenance Services 4| Page

General Instructions

11.

12.

13.

14.

15.

If supporting documentation is required, Offeror shall provide the documentation in the sequence set forth in the
Request for Proposal and ensure all technical literature and/or narrative explanations fully address the specifics of
the question. Vague or disorganized responses that do not allow sufficient information for evaluation purposes may
result in rejection of a proposal.

Clarifications and Negotiations with Offerors and Revisions to Proposal: Clarifications may be made with any
submitting firm at any time during the evaluation phase of this procurement. Clarifications are not negotiations and
may be utilized by the City to ensure thorough and complete understanding of, and responsiveness to, the
solicitation requirements. Negotiations may be conducted with responsible Offerors who submit proposals
determined to be reasonably susceptible of being selected for award. The purpose of negotiations is to allow the
City and the Offeror(s) to revise initial offers through an exchange or series of exchanges. Should the City elect to
call for best and final offers, Offerors shall be accorded fair and equal treatment with respect to any opportunity for
negotiations and revision of proposals, and such revisions may be permitted after submissions and prior to award.
In conducting clarifications and negotiations there shall be no disclosure of any information derived from proposals
submitted by competing Offerors. The purposes of such negotiations shall include but not be limited to:

A. Determine in greater detail such Offeror's qualifications;

B. Explore with the Offeror the scope and nature of the project, the Offeror's proposed method of performance,
and the relative utility of alternate methods of approach;

Cc. Determine that the Offeror will make available the necessary personnel and facilities to perform within the
required time; and

D. Agree upon compensation, which is fair and reasonable, considering the estimated value of the required
services, and the scope, complexity and nature of such services.

Proposal Opening: Proposals shall be opened at the time and place designated on the cover page of this Request
for Proposals. The name of each Offeror and the identity of the Request for Proposal for which the proposal was
submitted shall be publicly read and recorded in the presence of witnesses. Proposals, modifications and all other
information received in response to this Request for Proposal shall be shown only to City personnel having a
legitimate interest in its evaluation. Prices shall not be read. After Contract award, the proposals and the evaluation
documentation shall be open for public inspection, except where the City has determined that specific portions of
the proposal are confidential.

Proposal Evaluation and Award: The City shall determine whether a proposal meets the specifications and
requirements of this Request for Proposal, at its sole discretion, and reject any proposals not meeting the intent or
requirements set forth herein. Award(s) shall be made to the responsible Offeror whose proposal is determined in
writing to be the most advantageous to the City, taking into consideration the evaluation factors set forth in the
Request for Proposal. The City shall be the sole judge as to the acceptability of the products and/or services offered.
The City reserves the right to reject any and all proposals.

Award of Contract: A proposal shall constitute a binding Offer to Contract with the City based on the terms,
conditions and specifications contained in this Request for Proposal. An Offeror shall become a Contractor only
upon execution of a formal Contract from the Procurement Office. Unless this Request for Proposal includes
separate Contract document(s) or requires the Offeror to submit a Contract for review, a Contract shall be formed
when the Procurement Office provides a written notice of award or a purchase order to the successful Offeror. All
terms and conditions of the Contract are contained herein, unless modified by an amendment approved by the City.
Proposals that take exception to the terms, conditions, specifications and/or other requirements stated within this
Request for Proposal may cause the vendor's Offer to be considered non-responsive and rejected. Exceptions will
be evaluated on an individual basis to determine compliance with the purpose and intent of the terms and conditions
stated within this solicitation. The City shall be the sole judge as to whether an exception complies with the general
purpose and intent of any term, condition and/or specification set forth herein.

Proposal Results: Offers will be opened on the stated due date, time and location indicated on the cover sheet of
the solicitation at which time the name of each offeror will be read. Offers and all evaluation information are not
available for public inspection until after the contract has been awarded. After award of the contract, an appointment
may be made with the Procurement Officer to review quotation documents.

RFP# 25-075 Fire Apparatus Maintenance Services 5 | Page

General Instructions

16.

17.

18.

19.

20.

21.

23.

24.

A preliminary bid tabulation will be posted on the City’s Procurement Portal (Bonfire) immediately following the
public bid opening. The information on the preliminary tabulation will be posted as it was red during the opening.
The City makes no guarantee as to the accuracy of any information on the preliminary tabulation. Formal contract
award results shall be placed on the Procurement Office web page https://www.tempe.gov/government/financial-
services/procurement and posted at the front counter of the Procurement Office at the time the contract award is
approved by the City Council. Award recommendations may also be viewed via the City Clerk's web site normally
up to five (5) days prior to the scheduled City Council meeting by visiting

https://tempe. hylandcloud.com/AgendaOnline/.

Protests: Any actual or prospective Offeror who is aggrieved in conjunction with this Request for Proposal or award
may protest the award to the Procurement Office. A protest based upon alleged improprieties in this Request for
Proposal that are apparent before the proposal opening shall be filed prior to the proposal due date/time. A protest
concerning an award recommendation must be filed within ten (10) business days after the date of award. Up to
five (5) days before award of a contract, the Procurement Office will post award recommendations on the City Clerks
website at (https://tempe.hylandcloud.com/AgendaOnline/) and at the Procurement Office front counter and web
site for public review (www.tempe.gov/procurement). A protest shall be in writing and include the protester’s name,
address and phone number, identification of the solicitation or Contract being protested, a detailed statement of the
legal and factual grounds of the protest, including copies of all relevant documents and the form of relief requested.
A protest is to be on the protester’s company letterhead and signed by the protestor or its authorized representative.

Tax: Unless specified herein, sales, use or federal excise tax shall not be included in proposal pricing. The City is
exempt from payment of federal excise tax. For proposal evaluation, transaction (sales) privilege tax paid to the
City of Tempe (1.8%) is considered a pass-through cost, calculated as zero ($0) expense when comparing pricing
among competing companies that are not located in Tempe. For information on privilege (sales) tax, please contact
the City's Tax and License Office at (480) 350-2955 or visit their web site at Sales Tax & Regulatory Licenses.

Payment: For a single requirement purchase, the City will endeavor to remit payment within thirty (30) calendar
days from receipt and approval of acceptable products, materials and/or services and approval of correct invoice.
For ongoing term contract purchases, the City will endeavor to remit payment within thirty (30) calendar days from
approval of invoice.

Discounts: Payment discounts periods shall be computed from the date of receipt of acceptable products,
materials and/or services or correct invoice, whichever is later to the date payment is mailed. Discounts shall be
taken on the full amount of the invoice, unless otherwise indicated. The City shall be entitled to receive any discounts
offered by Offeror if payment is made within the discount period.

Payment _by City Procurement Card: The Procurement Office may elect to remit payment using a City
procurement card. Each Offeror may indicate on the Vendor's Offer Page in this Request for Proposal its ability to

accept City procurement card payments. The inability to accept payment by City procurement card will not disqualify
a proposal.

Code Governance: Unless otherwise specified herein, the provisions of the Tempe City Code, Chapter 26A shall
apply and govern this Request for Proposal.

Public Record: Proposals and all other documents submitted in response to this solicitation shall become the
property of the City and shall be a matter of Public Record available for review following the Contract award.
Material portions of the recommended Offer(s) as determined by the City may be posted to the City’s website up to
five (5) days prior to the City Council meeting.

Late Responses: The Offeror assumes responsibility for having the Proposal submitted on time to the City’s
Procurement Portal (Bonfire) website. Any offers received after the RFP Due Date and Time shall not be
considered. The Offeror assumes the risk of any delay in the electronic processing of the proposal response to
Bonfire. Offerors must allow adequate time to ensure that the proposal is timely received.

Copying Responses: The Offeror hereby grants the City permission to copy all parts of its offer including, without
limitation, any documents and/or materials copyrighted by the Offeror. The City's right to copy shall be for internal
use in the evaluating the Offers.

RFP# 25-075 Fire Apparatus Maintenance Services 6 | Page

General Instructions

25. Confidential Information and Public Record: After award of a contract, proposals shall be available for public
inspection, except to the extent that the withholding of information is required or permitted by law. Pursuant to
ARS. § 35-214, and 41-1330 et seq., all records relating to the Request for Proposal and contract shall be subject
to inspection at all reasonable times by the City for five (5) years after completion of the contract. Such records shall
be produced by Offeror or Contractor at the time and place designated by the City.

A. lf a person believes that an offer or specification contains information that should be withheld as
confidential, a statement advising the procurement officer of this fact shall accompany the submission and
the information shall be so identified wherever it appears. A general statement of confidentiality that is not
appropriately referenced to a specific section of the RFP will not be sufficient to warrant protection by the
City. The confidential portion of the submission must be clearly noted with accompanying justification for
treating the section confidential. Failure of the vendor to appropriately designate confidential information in
this manner will relieve the City of any obligation to protect this information as confidential.

B. The information identified by the person as confidential shall not be disclosed until the Procurement Office
makes a written determination pursuant to A.R.S. § 121, ef seq.

Cc. If the City determines to disclose the information, the Offeror shall be informed in writing of such
determination. Notwithstanding the foregoing, following an award of contract, all proposal response
information shall be available for public inspection.

RFP# 25-075 Fire Apparatus Maintenance Services 7 | Page

Standard Terms and Conditions

These Standard Terms & Conditions shall be fully complied with by Offeror. Failure to comply with these requirements
may result in rejection of a proposal for non-responsiveness, or cancellation or termination of any awarded Contract.

1.

Applicable Law: This Contract shall be governed by, and the City and Contractor shall have all remedies
afforded each by the Uniform Commercial Code as adopted in the State of Arizona, except as otherwise provided
in this Request for Proposal and resultant contract, and all statutes, or ordinances pertaining specifically to the
City. This Contract shall be governed by State of Arizona law and suits pertaining to this Contract may only be
brought in courts located in Maricopa County, Arizona.

Arizona Climate Action Compliance: Offeror shall comply with all applicable standards, laws, rules, orders and
regulations issued pursuant to A.R.S. §49-101, et seq., including but not limited to, Arizona Executive Orders
Nos. 2006-13, 2005-02, and 2010-14 with regard to reducing GHG emissions, increasing energy efficiency,
conserving natural resources and developing renewable energy sources.

Availability of Funds for the Next Fiscal Year: The City's obligation for performance of the Contract is
contingent upon the availability of City, state and federal funds that are allocated or appropriated for payment

obligations of the Contract. If funds are not allocated by the City or available for the continued use or purchase
of services, work and/or materials set forth herein, the City may terminate the Contract. The City will make
reasonable efforts to notify Contractor of such non-allocation affecting the obligations of the Contractor and/or
City. The City shall not be penalized or adversely affected for exercise of its termination rights. Further, the City
shall in no way be obligated or liable for additional payments or other damages as a result of such termination.
No legal liability on the part of the City for any payment may arise for performance under this Contract.

Billing: All invoices submitted by Contractor for the City's review and approval shall be in itemized form to identify
the specific item(s) being billed. Any purchase/delivery order issued by the City shall refer to the Contract number
resulting from this Request for Proposal. Separate invoices are required on individual contracts or purchase
orders. Only invoices with items resulting from this Request for Proposal will be accepted for review and approval
by the City.

Certification: By signing the “Vendor's Offer’, the Offeror certifies:
A. The submission of the proposal response did not involve collusion or other anti-competitive practices.

B. Offeror agrees that it will comply with section 2-603(5) of the Tempe City Code (“TCC”) and will not refuse
to hire or employ or bar or discharge from employment any person or discriminate against such person
in compensation, conditions, or privileges of employment because of race, color, gender, gender identity,
sexual orientation, religion, national origin, familial status, age, disability, or United States military veteran
status. Offeror further agrees to provide a copy of its antidiscrimination policy to the Procurement Officer
to demonstrate compliance with TCC section 2-603(5) or attest in writing to its compliance in accordance
with the attached Affidavit of Compliance.

Cc. Offeror 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 submitted Offer. Failure to sign the “Vendor's Offer’ or signing it with a false statement
shall void the submitted proposal and any resulting Contract. In addition, the Offeror may be barred from
future proposal and bidding participation with the City and may be subject to such further actions as
permitted by law.

D. Offeror agrees to promote and offer to the City only those materials and/or services as stated and allowed
by this Request for Proposal and resultant Contract award. Violation of this condition shall be grounds for
Contract termination by the City.

E. Offeror expressly warrants that it has and will continue to comply in all respects with Arizona law
concerning employment practices and working conditions, pursuant to A.R.S. § 23-211, et seq., and all
laws, regulations, requirements and duties relating thereto. Offeror further warrants that to the extent
permitted by law; it will fully indemnify the City for any and all losses arising from or relating to any violation
thereof.

RFP# 25-075 Fire Apparatus Maintenance Services 8| Page

Standard Terms and Conditions

F. Contractor agrees and covenants that it will comply with any and all applicable governmental restrictions,
regulations and rules of duly constituted authorities having jurisdiction insofar as the performance of the
work and services pursuant to the Contract, and all applicable safety and employment laws, rules and
regulations, including but not limited to, the Fair Labor Standards Act, the Walsh-Healey Act, and the Legal
Arizona Workers Act (LAWA), and all amendments thereto, along with all attendant laws, rules and
regulations. Contractor acknowledges that a breach of this warranty is a material breach of this Contract
and Contractor is subject to penalties for violation(s) of this provision, including termination of this Contract.
The City retains the right to inspect the documents of any and all contractors, subcontractors and sub-
subcontractors performing work and/or services relating to the Contract to ensure compliance with this
warranty. Any and all costs associated with City inspection are the sole responsibility of Contractor.
Contractor hereby agrees to indemnify, defend and hold City harmless for, from and against all losses and
liabilities arising from any and all violations thereof.

G. If the Contractor engages in for-profit activity and has 10 or more employees, and if this Contract has a
value of $100,000 or more, Contractor certifies it is not currently engaged in, and agrees for the duration
of this Contract to not engage in, a boycott of goods or services from Israel. This certification does not
apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. §
4842. Unless and until the U.S. District Court, District of Arizona’s injunction is lifted, A.R.S. § 35-393.01
is unenforceable.

H. Compliance with A.R.S. § 35-394. Contractor hereby certifies that it does not currently, and agrees for the
duration of this Agreement, that Contractor will not, use: 1. The forced labor of ethnic Uyghurs in the
People’s Republic of China; 2. Any goods or services produced by the forced labor of ethnic Uyghurs in
the People’s Republic of China; or 3. 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.
Contractor hereby agrees to indemnify and hold harmless the Customer, its officials, employees, and
agents from any claims or causes of action relating to the Customer's action based upon reliance upon
this representation, including the payment of all costs and attorney fees incurred by the Customer in
defending such as action. Curing the term of agreement, Contractor shall alert the City within five (5) days
after becoming aware of its noncompliance with this statute and cure any noncompliance within 180 days
after initial notification of noncompliance. Failure to cure in accordance with the provisions of this statute
shall result in contract termination.

6. Commencement of Work: Contractor is cautioned not to commence any work or provide any materials or
services under the Contract until and unless Contractor receives a purchase order, Notice to Proceed, or is
otherwise directed in writing to do so, by the City.

7. Confidentiality of Records: Contractor shall establish and maintain procedures and controls that are acceptable
to the City for the purpose of assuring that no information contained in its records or obtained from the City or from
others in carrying out its functions under the Contract shall be used by or disclosed by it, its agents, officers, or
employees, except as required to efficiently perform duties under the Contract. Persons requesting such
information should be referred to the City. Contractor also agrees that any information pertaining to individual
persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of
duties under the Contract, unless otherwise agreed to in writing by the City.

8. Contract Formation: This Contract shall consist of this Request for Proposal and the vendor's proposal offer
submitted, as may be found responsive and approved by the City. In the event of a conflict in language between
the documents, the provisions of the City’s Request for Proposal shall govern. The City’s Request for Proposal
shall govern in all other matters not otherwise specified by the Contract between the parties. All previous contracts
between the Offeror and the City are not applicable to this Contract or other resultant contracts. Any contracted
vendor documents that conflict with the language and requirements of the City's solicitation are not acceptable and
void the Contract.

9. Contract Modifications: This Request for Proposal and resultant Contact may only be modified by a written
contract modification issued by the Procurement Office and counter-signed by the Contractor. Contractors are not
authorized to modify any portion of this solicitation or resulting Contract without the written approval of the
Procurement Office and issuance of an official modification notice.

RFP# 25-075 Fire Apparatus Maintenance Services 9| Page

Standard Terms and Conditions

10.

11.

12.

13.

14.

15.

16.

Contract Administration: Contractor must notify the designated Procurement Officer from the Procurement
Office for guidance or direction on matters of Contract interpretation or problems regarding the terms, conditions
or scope of this Contract. The Contract shall contain the entire agreement between the City and the Contractor,
and the Contract shall prevail over any and all previous agreements, contracts, proposals, negotiations, purchase
orders or master agreements in any form.

Cooperative Use of Contract: Any Contract resulting from this solicitation shall be for the use of the City of Tempe.
In addition, public and nonprofit agencies that have entered into a Cooperative Purchasing Agreement with the
City of Tempe’s Department of Procurement are eligible to participate in any subsequent Contract. Additionally, this
Contract is eligible for use by the Strategic Alliance for Volume Expenditures (SAVE) cooperative.
See http:/Avww.mesaaz.gov/business/purchasing/save for a listing of participating agencies. The parties agree that
these lists are subject to change. Any such usage by other municipalities and government agencies must be in
accord with the ordinance, charter and/or rules and regulations of the respective political entity.

Any orders placed to, or services required from, the successful Contractor(s) will be requested by each participating
agency. Payment for purchases made under this agreement will be the sole responsibility of each participating
agency. The City shall not be responsible for any disputes arising out of transactions made by others. Contractor
shall be responsible for correctly administering this Contract in accordance with all terms, conditions, requirements,
and approved pricing to any eligible procurement unit.

Delegated Awards: In the event this Contract is administratively awarded via delegated authority as provided for
in Section 26A-5 of the Procurement Ordinance, the Contractor acknowledges that a final Contract with the City of
Tempe requires City Council approval and possibly the signature of the Mayor. Should this Contract be rejected by
the City Council, Contractor agrees that it is immediately void and unenforceable against any party. The awarded
firm(s) will be compensated only for any and all costs incurred up to the date of notification of such termination.

Dispute Resolution: This Contract is subject to arbitration to the extent required by law. If arbitration is not
required by law, the City and the Contractor agree to negotiate with each other in good faith to resolve any
disputes arising out of the Contract. In the event of any legal action or proceeding arising out of this Contract,
the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred with said fees
and costs to be included in any judgment rendered.

Energy Efficient Products: The City may consider energy conservation factors including costs in the evaluation
of equipment and product purchases for the purpose of obtaining energy efficient products. In addition, vendor
proposal Offers may specify items that have been given an energy efficient classification by the federal
government for consideration by the City.

Estimated Quantities: This Request for Proposal references quantities as a general indication of the City’s needs.
The City anticipates considerable activity resulting from Contracts that will be awarded as a result of this Request
for Proposal; however, the quantities shown are estimates only and the City reserves the right to increase or
decrease any quantities acquired, in its sole discretion. No commitment of any kind is made concerning quantities
and Offeror hereby acknowledges and accepts same.

Events of Default and Termination:

A. In the event a party is in default then the other party may, at its option and at any time, provide written
notice to the defaulting party of the default. The defaulting party will have thirty (30) days from the receipt
of the written notice to cure the default; the thirty (30) day cure period may be extended by mutual
agreement of the parties, but no cure period may exceed ninety () days. A default notice will be deemed
to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default.
Failure of the non-defaulting party to provide written notice of the default does not waive any rights under
the Agreement. The occurrence of any one or more of the following events shall constitute a material
breach of and default under the Contract.

i) Any failure by Contractor to pay funds or furnish materials, services and/or goods that fail to
conform to any requirement of this Contract or provide personnel that do not meet Contract
requirements;

RFP# 25-075 Fire Apparatus Maintenance Services 10 | Page

Standard Terms and Conditions

ii) Any party’s failure to observe, perform or undertake any provision, covenant or condition of this
Contract to be observed or performed by Contractor or City herein, including but not limited to
failing to submit any report required herein;

iii) Any failure to make progress in the performance required pursuant to the Contract and/or gives
either party reason to believe that the other party cannot or will not perform to the requirements of
the Contract; or,

iv) Any failure of Contractor to commence construction, work or services within the time specified
herein, and to diligently undertake Contractor's work to completion.

B. In the event the default has not been corrected to the non-defaulting party’s satisfaction within the cure
time specified, the non-defaulting party, at its option and in addition to any other remedies available by law
or in equity, without further notice or demand of any kind to Contractor, may do the following:

i) Terminate the Contract;

ii) Pursue and/or reserve any and all rights for claims to damages for breach or default of the
Contract; and/or,

iii) Recover any and all monies due from Contractor, including but not limited to, the detriment
proximately caused by Contractor’s failure to perform its obligations under the Contract, or which
in the ordinary course would likely result therefrom, including, any and all costs and expenses
incurred by the City in: (a) maintaining, repairing, altering and/or preserving the premises (if any)
of the project; (b) costs incurred in selecting and retaining a substitute Contractor for the purchase
of services, materials and/or work; and/or (c) attorneys’ fees and costs in pursuing any remedies
under the Contract and/or arising therefrom.

Cc. The exercise of any one of the City’s remedies as set forth herein shall not preclude subsequent or
concurrent exercise of further or additional remedies. In addition, the City shall be entitled to terminate
this Contract at any time, in its discretion. The City may terminate this Contract for default, non-
performance, breach or convenience, or pursuant to A.R.S. § 38-511, or abandon any portion of the project
for which services have not been fully and/or properly performed by the Contractor.

D. Termination shall be commenced by delivery of written notice to Contractor by the City personally or by
certified mail, return receipt requested. Upon notice of termination, Contractor shall immediately stop all
work, services and/or shipment of goods hereunder and cause its suppliers and/or subcontractors to cease
work pursuant to the Contract. Contractor shall not be paid for work or services performed or costs
incurred after receipt of notice of termination, nor for any costs incurred that Contractor could reasonably
have avoided.

E. The City, in its sole discretion, may terminate or reduce the scope of this Contract if available funding is
reduced for any reason.

F. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may
demand that Contractor give a written assurance of its intent and ability to perform. In the event that the
demand is made, and no written assurance is given within the time period required, the City may treat this
failure as an anticipatory repudiation of the Agreement.

17 Interpretation of Parol Evidence: This Contract is intended as a final expression of the agreement between the
parties and as a complete and exclusive statement of the Contract unless the signing of a subsequent Contract is
specifically called for in this Request for Proposal. No course of prior dealings between the parties and no usage
of the trade shall be relevant to supplement or explain any term used in the Contract. Acceptance or acquiescence
in a course of performance rendered under this Contract shall not be relevant to determine the meaning of the
Contract, even though the accepting or acquiescing party has knowledge of the nature of the performance and
opportunity to object.

RFP# 25-075 Fire Apparatus Maintenance Services 11 | Page

Standard Terms and Conditions

18.

19.

20.

21

Force Majeure:

A. Except for payment of sums due, neither party shall be liable to the other nor deemed in default under the
Contract only in the event that and to the extent that such party’s performance of the Contract is prevented
by reason of force majeure. 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, mobilization, labor disputes, civil disorders, fire, floods,
lockouts, injunctions, failures or refusal 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.

B. Force majeure shall not include the following occurrences:

i) Late delivery of equipment or materials caused by congestion at a manufacturer’s plant or
elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences.

ii) Late performance by a subcontractor.

Cc. If either party is delayed at any time in the progress of the work by force majeure, then the delayed party
shall notify the other party in writing of such delay within forty-eight (48) hours of the commencement thereof
and shall specify the causes of such delay in the notice. Such notice shall be hand delivered or sent via
certified mail and shall make a specific reference to this clause, thereby invoking its provisions. The delayed
party shall cause such delay to cease as soon as practicable and shall notify the other party in writing by
hand delivery or certified mail when it has done so. The time of completion shall be extended by Contract
modification for a period of time equal to the time that the results or effects of such delay prevent the delayed
party from performing in accordance with the Contract.

Gratuities: The City may elect to terminate any resultant Contract, if it is found that gratuities in any form were
offered or given by the Contractor or agent thereof, to any employee of the City or member of a City evaluation
committee with a view toward securing an order, securing favorable treatment with respect to awarding, amending
or making of any determinations with respect to performing such order.

Indemnification: To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless
the City, its agents, officer, officials, and employees from and against all claims, damages, losses and expenses
(including but not limited to attorney's fees, court costs, and the costs of appellate proceedings), arising out of, or
alleged to have resulted from the acts, errors, mistakes, omissions, work, services, or professional services of the
Contractor, its agents, employees, or any other person (not the City) for whose acts, errors, mistakes, omissions, work,
services, or professional services the Contractor may be legally liable in the performance of this Contract. Contractor's
duty to hold harmless and indemnify the City, its agents, officers, officials and employees shall arise in connection with
any claim for damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to,
impairment, or destruction of any person or property, including loss of use resulting from, or caused by any acts, errors,
mistakes, omissions, work, services, or professional services in the performance of this Contract by Contractor or any
employee of the Contractor or any other person (not the City) for whose acts, errors, mistakes, omissions, work, or
services the Contractor may be legally liable. The amount and type of insurance coverage requirement set forth herein
will in no way be construed as limiting the scope of indemnity in this paragraph. This provision shall survive the term
of this Contract.

Key Personnel: Contractor shall provide adequate experienced personnel, capable of and devoted to the
successful accomplishment of work to be performed under this Contract during the Contract term and any renewal
periods. The Contractor must agree to assign specific individuals to the key positions.

A. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed
or replaced without prior written notice to the City.

B. If key personnel are not available for work under this Contract for a continuous period exceeding thirty (30)
calendar days or are expected to devote substantially less effort to the work than initially anticipated, the
Contractor shall immediately notify the City, and shall replace each person with personnel of substantially
equal ability and qualifications upon prior City approval.

RFP# 25-075 Fire Apparatus Maintenance Services 12 | Page

Standard Terms and Conditions

22.

23.

24.

25.

26.

27.

28.

29.

30.

Licenses and Permits: Contractor shall maintain in current status and at its sole expense, all federal, state and
local licenses and permits required for the operation of the business conducted by the Contractor and the provision
of the services to be provided under the Contract.

No Assignment: No right or interest in this Contract shall be assigned by Contractor and no delegation of any
duty of Contractor shall be made without prior written permission of the City, which consent may be granted or
withheld in City’s unfettered discretion.

Non-exclusive Contract: Any Contract resulting from this Request for Proposal shall be awarded with the
understanding and agreement that it is non-exclusive and entered into for the sole convenience of the City. The
City reserves the right to obtain like goods or services from another source.

Notices: All notices, requests, demands, consents, approvals, and other communications which may or are
required to be served or given hereunder (for the purposes of this provision collectively called "Notices"), shall be
in writing and shall be hand delivered or sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the party or parties to receive such notice as follows:

City of Tempe Procurement Office
Attn: Procurement Officer

20 E. 6" Street (Second Floor)
PO Box 5002

Tempe, Arizona 85280

[Contractor's Name]
[Attn of Offeror Named in Contract]
[Address]
Or to such other address as either party may from time to time furnish in writing to the other by notice hereunder.

No Waiver: No breach of default hereunder shall be deemed to have been waived by the City, except by written
instrument to that effect signed by an authorized agent of the City. No waiver of any such breach or default shall
operate as a waiver of any other succeeding or preceding breach or default or as a waiver of that breach or default
after demand by the City for strict performance of this Contract. Acceptance of partial or delinquent payments or
performance shall not constitute the waiver of any right of the City. Acceptance by the City of any materials shall
not bind the City to accept remaining materials, future shipments or deprive the City of the right to return materials
already accepted. Acceptance by the City of delinquent or late delivery shall not constitute a waiver of a later claim
for damages and/or bind the City for future or subsequent deliveries.

Ordering Process: Upon award of a Contract by the Procurement Office, the City may procure the specific material
and/or service awarded by the issuance of a purchase order to the appropriate Contractor. Each purchase order
must cite the correct Contract number. Such purchase order is required for the City to order and the Contractor to
deliver the material and/or service.

Overcharges by Antitrust Violations: The City maintains that, in actual practice, overcharges resulting from
antitrust violations are borne by the City. Therefore, to the extent permitted by law, the Contractor hereby assigns
to the City any and all claims for such overcharges as to the goods and/or services used to fulfill the Contract.

Performance Standards: Equipment shall operate in accordance with the performance criteria specified in the
Request for Proposal, including the manufacturer's published specifications applicable to the equipment involved.
Equipment is expected to be available for productive use, as provided in the procurement documents.
Penalties and/or bonuses applicable to equipment and system performance, if any, shall be calculated as specified
in the Request for Proposal.

Preparation of Specifications by Persons Other Than City Personnel: No person preparing specifications for

this Request for Proposal shall receive any direct or indirect benefit from the use of these specifications.

RFP# 25-075 Fire Apparatus Maintenance Services 13 | Page

Standard Terms and Conditions

31.

32.

33.

34.

35.

36.

37.

38.

39

Procurement of Recycled Materials: If the price of recycled material that conforms to specifications is within five
percent (5%) of the lower priced material that is not recycled and the recycled Offeror is otherwise the lowest
responsive and responsible Offeror, the proposal containing recycled material shall be considered more
advantageous; provided the item(s) to be obtained contains at least the minimum amount of recycled content
material as defined in the City’s solicitation and sufficient funds have been budgeted for the purchase.

Provisions by Law: Each and every provision of law and any clause required by law to be in this Contract will be
read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not
inserted, or is not correctly inserted, then upon the application of either party the Contract will forthwith be physically
amended to make such insertion or correction.

Public Record: After award of Contract, proposal responses shall be considered Public Record and open for public
inspection except to the extent the withholding of information is permitted or required by law. if an Offeror believes
a specific section of its proposal response is confidential, the Offeror shall mark the page(s) confidential and isolate
the pages marked confidential in a specific and clearly labeled section of its proposal response. The Offeror shall
include a written statement as to the basis for considering the marked pages confidential and the Procurement
Office will review the material and make a determination, pursuant to A.R.S. §§ 39-121, et seg., and 41-151, et seq.
A general statement of confidentiality (boiler plate statement) that is not appropriately referenced to a specific
section of the RFP will not be sufficient to warrant protection by the City. The confidential portion of the submission
must be clearly noted with accompanying justification for treating the section confidential. Failure of the vendor to
appropriately designate confidential information in this manner will relieve the City of any obligation to protect this
information as confidential.

Records: Pursuant to provisions of Title 35, Chapter 1, Article 6 Arizona Revised Statutes §§ 35-214 and 36-215,
Contractor shall retain, and shall contractually require each subcontractor to retain, all books, accounts, reports,
files 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 such documents shall be subject to inspection and audit at reasonable times.
Upon request, a legible copy of any or all such documents shall be produced at the offices of the City Attorney or
Procurement Office.

Relationship of Parties: It is clearly understood that each party to this Contract will act in its individual capacity
and not as an agent, employee, partner, joint venture, or associate of the other party. The Contractor is an
independent Contractor and shall be solely responsible for any unemployment or disability insurance payments, or
any social security, income tax or other withholdings, deductions or payments that may be required by federal, state
or local law with respect to any compensation paid to the Offeror. An employee or agent of one party shall not be
an employee or agent of the other party for any purpose whatsoever.

Rights and Remedies: No provisions of this Request for Proposal or in the proposal shall be construed, expressly
or by implication, as a waiver by the City of any existing or future right and/or remedy available by law in the event
of any claim of default or breach of Contract. The failure of the City to insist upon strict performance of any term or
condition of the Contract or to exercise or delay the exercise of any right or remedy provided in the Contract, or by
law, shall not release the Contractor from any responsibilities or obligations imposed by the Contract or by law, and
shall not be deemed a waiver of any right of the City to insist upon the strict performance of the Contract.

Safety Standards: All items supplied on this Contract must comply with the current applicable Occupational Safety
and Health Standards of the State of Arizona Industrial Commission, the National Electric Code and the National
Fire Protection Association Standards.

Severability: The provisions of this Contract are severable to the extent that any provision or application held to
be invalid shall not affect any other provision or application of the Contract which may remain in effect without the
invalid provision or application.

Shipping Terms: Prices shall be F.O.B. Destination (Freight Pre-Paid and Added) to the delivery location(s)
designated herein. Contractor shall retain title and control of all goods until they are delivered, and the Contract of
coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the
Contractor. The City will notify the Contractor promptly of any damaged materials and shall assist the Contractor
in arranging for inspection. Shipments under reservation are prohibited. No tender of a bill of lading shall operate
as a tender of the materials.

RFP# 25-075 Fire Apparatus Maintenance Services 14 | Page