ADOT FLEET ISA - 69 VEHICLES.PDF
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Page 1 of 8 Supreme Court Contract No. 2022-046 ADOT Contract No. ISA-22-0008603-A Atty Gen. Contract No. P0012022000559 INTERAGENCY SERVICE AGREEMENT between the ARIZONA SUPREME COURT ADMINISTRATIVE OFFICE OF THE COURTS AND THE ARIZONA DEPARTMENT OF TRANSPORTATION The Arizona Supreme Court, Administrative Office of the Courts (“Court”) and the Arizona Department of Transportation (“ADOT”), enter into this Interagency Service Agreement (“Agreement”). RECITALS 1. The ADOT Director operates and administers the state motor vehicle fleet for the purpose of providing fleet operation services to state agencies as required by A.R.S. § 28-472(A), (B). 2. The judicial department is a state budget unit as defined in A.R.S. § 35-101(5). The supreme Court has administrative supervision over all Courts of the state, which is exercised by the chief justice. Ariz. Const. art. 6, §§ 3, 4. The administrative director, administrative office of the Courts, assists the chief justice in discharging those administrative duties. Ariz. Const. art. 6, § 7. 3. For purposes of the state motor vehicle fleet, the judicial branch of government is expressly excluded from the definition of “agency” provided in A.R.S. § 28-471(1)(b). 4. A.R.S. § 28-472(K) authorizes the Court, a state budget unit that is not an agency, to elect to participate in the state motor vehicle fleet by entering into an interagency service agreement with ADOT. The Court desires to enter into an interagency service agreement with ADOT to participate in the state motor vehicle fleet. 5. A.R.S. § 28-472(E) requires ADOT to recover all costs for fleet operation services provided to a state agency in the form of agency payments for fleet operation services, which are deposited in the state fleet operations fund established by A.R.S. § 28-475. 6. The Court and ADOT (the “Parties”) are authorized by A.R.S. § 35-148 to enter into an interagency service agreement to provide for reimbursement for services performed or advancement of funds for services to be performed. In consideration of the promises stated in this Agreement, the Court and ADOT agree as follows: AGREEMENT 1. Term of Agreement. This Agreement is effective upon full execution and terminates as provided in this Agreement. DocuSign Envelope ID: 887F3B66-ED3C-4027-996D-50AF365F8BE8 DocuSign Envelope ID: 9497EF97-75C7-40CE-8F47-B0856D465581 Page 2 of 8 2. Fleet Management Responsibilities. A. The Court will: i. Exercise its decision-making authority concerning the size of its fleet and the purchase, lease, reallocation, and disposal of Court fleet vehicles as provided in this Agreement. ii. Exercise operational oversight over the Court’s vehicle fleet. iii. Manage the day-to-day fleet operations for the vehicles assigned to, operated by, or titled to the Court. The Court’s vehicle stewards (“Fleet Coordinators”) will perform this day-to-day management function as provided in this Agreement. iv. Manage all aspects of traffic citations, accidents, and damage involving Court vehicles as provided in this Agreement. v. Pay ADOT the fleet rates as provided in this Agreement. B. ADOT will: i. Assist the Court in managing the Court’s fleet asset lifecycle program as provided in this Agreement. ii. Assist the Court in managing the Court’s vehicle acquisitions and dispositions as provided in this Agreement. iii. Keep records on the Court’s vehicles in the ADOT asset management database system (“FleetFocus®”) as provided in this Agreement. iv. Ensure that the Court’s vehicles are maintained according to manufacturer’s requirements, the Fleet Council’s adopted Preventative Maintenance Program (“PM”) Program, and applicable emissions standards as provided in this Agreement. 3. Communications. ADOT will communicate directly with the Court’s Fleet Coordinators about fleet management activities and to resolve any issues. ADOT will submit FleetFocus® reports directly to the Court’s Fleet Coordinators regarding all Court vehicle maintenance, repair, and inspection needs. ADOT will provide vehicle replacement costs, utilization information, fuel consumption, and other fleet- related information as requested by the Court. 4. Lifecycle Management. The Court will decide whether to purchase, lease, rent, reallocate, or dispose of vehicles for or in the Court’s fleet. The Court agrees to apply the state vehicle utilization standards, including those adopted by the Governor’s Fleet Council. ADOT will assist the Court in managing the Court’s fleet asset lifecycle program by utilizing certified fleet industry standards, including the10-point vehicle replacement system adopted by the Governor’s Fleet Council. 5. Vehicle Acquisition; Funding. A. Acquisition. ADOT will order all vehicles the Court decides to acquire. To ensure compliance with the U.S. Environmental Protection Agency (“EPA”) Energy Policy Act (“EPAct”), the Court will submit all light duty vehicle purchases (vehicles 8,500 lbs. or less) through the ADOT EPAct vehicle approval program. All vehicles acquired by ADOT on behalf of the Court will be titled to “State of Arizona–Arizona Supreme Court.” B. Delivery and Acceptance. All new Court-purchased vehicles will be delivered to and inspected by ADOT before delivery to the Court. DocuSign Envelope ID: 887F3B66-ED3C-4027-996D-50AF365F8BE8 DocuSign Envelope ID: 9497EF97-75C7-40CE-8F47-B0856D465581 Page 3 of 8 6. Specialized Equipment. Each year, or more frequently as needed, ADOT will evaluate the Court’s specialized vehicle equipment needs and develop specifications for the Court’s specialized vehicles, which may include assembling specifications. All specialized equipment will be installed by ADOT or an ADOT-approved installation vendor. 7. Vehicle Up-Fitting. Basic vehicle up-fitting, including vehicle inspection, will be completed by ADOT or an ADOT approved-installation vendor to the Court’s specifications. If there are special up-fitting or approved vehicle modifications, ADOT will direct bill the Court an hourly Labor Rate for elaborate up-fitting requirements or an approved, specialized modification as stated in Exhibit A. At ADOT’s option, this hourly labor rate may also be applied if an operator abuses a vehicle and excessive wear, and tear repairs or deep cleaning are required. 8. Vehicle Allocation. The Court will manage the allocation of the Court’s fleet vehicles. The Court will provide ADOT with adjusted vehicle records as needed to ensure the Fleet Management Database System is current. 9. Preventative Maintenance (PM) and Repair. ADOT will manage the Court’s fleet to ensure its vehicles are maintained according to manufacturer’s requirements, applicable emissions standards, fleet best practices, and the Governor’s Fleet Council’s adopted Preventative Maintenance (PM) Program. The Court’s Fleet Coordinator will be notified of PM schedules. The Court will ensure PMs are performed on schedule and will use ADOT EQS locations for its vehicle maintenance and repairs. At least monthly, ADOT will submit a report to the Court’s Fleet Coordinator illustrating all overdue and upcoming PMs. The Court will take necessary steps to correct overdue PMs. 10. Vehicle Records. All Court vehicle records will be kept in the ADOT asset management database system (“FleetFocus®”). ADOT will enter all Court vehicle information into FleetFocus®, including vehicle age, size, cost, purchase data, and sales date, and maintain the data for the retention period established by the Arizona Code of Judicial Administration. ADOT's Fleet Management Information Systems Group will ensure vehicle records are safeguarded according to state Information Technology Standards and policy. ADOT will provide vehicle information to the Court when requested. 11. Vehicle Accidents. The Court will manage all aspects of accidents involving the Court’s vehicles and is responsible for following ADOA Risk Management claim procedures. The Court will pay ADOT a monthly Risk Management Fee to cover all accident claims and deductible fees. The Court will review all risk claims for accidents involving Court vehicles. If the Court determines that an accident was preventable, the matter will be reported to the Executive Director of the Administrative Office of the Courts, or the Executive Director’s designee. 12. Traffic Citations. If any authorized operator of a Court vehicle receives a traffic citation, the Court will address citations under the Arizona Code of Judicial Administration. 13. Undercover Vehicles. Under A.R.S. § 38-538.03, ADOT holds delegated authority for all Under Cover (UC) license plate requests and approvals. The Court will request UC plates through ADOT as needed. 14. Domicile to Duty. The Court may approve, as needed, domicile to duty requests for any employee on travel status in accordance with A.R.S. §§ 38-538.02, 38-538.03, and 41-805. 15. Short-Term Rentals. The Court will use the state’s contracted vehicle rental processes to obtain the most efficient and cost-effective method of transportation. 16. Regulatory Compliance, Warranty, and Recall. ADOT will oversee the Court’s fleet vehicles to ensure that they will be maintained in accordance with state and federal requirements, including emission inspection requirements, that all warranty items are resolved, and compliance with all recalls. DocuSign Envelope ID: 887F3B66-ED3C-4027-996D-50AF365F8BE8 DocuSign Envelope ID: 9497EF97-75C7-40CE-8F47-B0856D465581 Page 4 of 8 17. Vehicle Washes. The Court will be responsible to pay for allocated Court vehicle washes. ADOT will provide the two Phoenix equipment shop locations (Equipment Services Headquarters 2225 S. 22nd Avenue – and Capital Mall 1501 W. Jackson Street) for washing Court vehicles that will operate at times when inmate labor is available. 18. Reports. ADOT will provide and submit various reports as requested by the Court. ADOT will directly bill the Court for the time spend preparing any report in addition to reports expressly required by this Agreement. ADOT will bill these additional reports as stated in Exhibit A at the FMIS hourly billable rate. 19. Vehicle Disposition or Transfer. The Court and ADOT will follow state statutes and rules for transfer, sale, trade-in, condemnation, or disposal of the Court’s surplus or excess vehicles and related equipment through the State Surplus Property Administrator. For a fee to be deducted from the amount generated by the transfer or sale of a Court vehicle, ADOT will prepare the Court’s surplus or excess vehicles for transfer or sale by cleaning the vehicles, removing decals, and removing all equipment such as communication radios, light bars, and GPS units. 20. Fleet Operation Services Reimbursement. ADOT Equipment Services will provide the Court with monthly invoices, in an electronic format, for fleet operation services, fuel charges, risk management fees, and any separately billed up-fitting charges incurred under Section 7 of this Agreement. A. Fees. ADOT will provide fleet operation services for the following fees: i. Usage Rate. A Usage Rate to be charged an amount per mile, per vehicle according to the vehicle’s class as stated in the attached Exhibit A through June 30, 2022. No later than June 1, 2022, and by June 1 of each year thereafter, ADOT will submit to the Court, the Usage Rate proposed for the new fiscal year. ii. FMSC. A Fleet Management Service Charge (“FMSC”) for the activities performed by ADOT Equipment Services in managing each fleet asset as stated in the attached Exhibit A through December 31, 2022. No later than December 1, 2022, and by December 1 of each year thereafter, ADOT will submit to the Court, the FMSC proposed for the new calendar year. iii. ICAP. An Indirect Cost Allocation Plan (ICAP) rate per vehicle and a charge per gallon of fuel to reimburse ADOT for indirect services performed by ADOT departments that support Equipment Services, including Human Resources, Payroll, Budget, and other support functions, in the amounts stated in the attached Exhibit A through June 30, 2022. No later than June 1, 2022, and by June 1 of each year thereafter, ADOT will submit to the Court, , the ICAP Rate proposed for the new fiscal year. iv. Risk Management Fee. A monthly Risk Management Fee per vehicle to cover the insurance premium and the deductibles to be paid by ADOT on accident claims, in the amount stated in the attached Exhibit A through June 30, 2022. No later than June 1, 2022, and by June 1 of each year thereafter, ADOT will submit to the Court, Risk Management Fee proposed for the new fiscal year. B. Fuel Charges. The Court will pay for all fuel dispensed to Court vehicles by ADOT at ADOT’s actual delivered cost for the fuel under the State Fuel Contract plus a per gallon fuel surcharge for the repair, maintenance, and support of ADOT’s statewide fueling system, including the cost of managing the state fuel credit card program, in the amount stated in the attached Exhibit A through June 30, 2022. No later than June 1, 2022, and by June 1 of each year thereafter, ADOT will submit to the Court the fuel surcharge fee proposed for the new fiscal year. DocuSign Envelope ID: 887F3B66-ED3C-4027-996D-50AF365F8BE8 DocuSign Envelope ID: 9497EF97-75C7-40CE-8F47-B0856D465581 Page 5 of 8 C. Invoice Payment. Invoice payments are due to ADOT Equipment Services within 30 days of the Court’s receipt of an invoice. 21. Fuel Management. The Court will use the state’s contracted fleet fueling purchasing card vendor. ADOT will administer the fuel card program, including issuing new cards to employees operating Court vehicles, replacing cards before their expiration dates, and replacing cracked or lost cards when notified by the Court. The Court will monitor fleet fueling card activities for proper use and to ensure all state credit card rules and regulations are followed by users. 22. Termination. A. Convenience. Either party may terminate this Agreement at any time upon 30 days written notice to the other party of intent to terminate as of a date following a mutually agreeable transition period. Upon termination of the Agreement, any property funded by the Court—including Court vehicles transferred to ADOT by ADOA—will be Court property and any property funded by ADOT will be ADOT property. B. Conflict of Interest. Either party may cancel this Agreement without penalty or further obligation under A.R.S. § 38-511, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Agreement on behalf of either party becomes or is, at any time while the Agreement or an extension of the Agreement is in effect, an employee of any other party to the Agreement in any capacity or a consultant to any other party of the Agreement with respect to the matter of the Agreement. The cancellation is effective when either party receives written notice of the cancellation unless the notice specifies a later time. C. Undue Influence. Either party may, by written notice immediately terminate this Agreement, if either party determines that employment or a gratuity was offered or given by any agent or representative of either party to any officer or employee for the purpose of influencing the securing of the Agreement, an amendment of the Agreement, or favorable treatment concerning the Agreement, including the making of any determination or decision regarding Agreement performance. 23. Modification of Agreement. This Agreement may be modified only by a written amendment signed and dated by both Parties. 24. Assignment and Delegation. No Party may assign any right or delegate any duty under this Agreement without the express, written, prior consent of the other Party. 25. Availability of Funds. Payments for obligations under this Agreement are contingent on funds being appropriated, budgeted, or otherwise made available for that purpose. No Party is be liable for any purchases and/or contracts by the other Party in anticipation of funding. If a Party is unable to obtain the funds required for its performance under this Agreement, it may terminate this Agreement at the end of the period for which funds are available by delivery of written notice to the other Party that funds are not available. The Administrative Director of the Courts is the sole judge and authority in determining the availability of Court funds under this Agreement and will keep the ADOT informed as to the availability of funds. The Director of ADOT is the sole judge and authority in determining the availability of ADOT funds under this Agreement and will keep the Court informed as to the availability of funds. 26. Inspection and Audit. All books, accounts, reports, files, and other records relating to this Agreement are always subject to inspection and audit by either Party. Requested records must be produced at the requesting Party’s principal office within a reasonable time after their request. If specified in the request, originals must be produced. 27. Records Retention. ADOT will keep its books, accounts, reports, files, electronic data, and other records relating to the performance of this Agreement for 6 years after completion of this DocuSign Envelope ID: 887F3B66-ED3C-4027-996D-50AF365F8BE8 DocuSign Envelope ID: 9497EF97-75C7-40CE-8F47-B0856D465581 Page 6 of 8 Agreement under A.R.S. § 41-151.12 (GS 1018). The Court will retain its books and records relating to the performance of this Agreement for 6 years after completion of this Agreement under Supreme Court Administrative Order No. 2020-43 or its successor. 28. Non-Discrimination. The Parties agree to comply with all applicable state and federal laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, nondiscrimination, including the Americans with Disabilities Act, and affirmative action. 29. Immigration. Both parties warrant their compliance with all federal immigration laws and regulations that relate to their employees with the E-verify requirements under A.R.S. §23-214(A). As required by A.R.S. §41-4401(A), ADOT must ensure that every contract and subcontract for providing goods or services relating to this Agreement contain the following provisions: that each contractor and subcontractor warrants their compliance with the federal immigration laws and regulations that relate to their employees and with the E-verify requirements under A.R.S. §23-214(A); that a breach of this warranty is deemed a material breach of the contract that is subject to penalties up to and including termination of the contract; and that ADOT retains the legal right to inspect the papers of any contractor or subcontractor employee who works on the contract to ensure that the contractor or subcontractor is complying with the warranty. 30. Governing Law. This Agreement must be construed under the laws of the State of Arizona and incorporates by reference all applicable laws governing interagency agreements and mandatory provisions for state contracts. The laws and regulations of the State of Arizona govern the rights of the Parties, the performance of this Agreement, and any disputes. Any changes in the governing laws, rules, and regulations during the term of this Agreement apply to this Agreement on their effective date(s) without the need for amending the Agreement. 31. Entire Agreement. This Agreement contains the entire understanding of the Parties. There are no representations or provisions other than those contained in this Agreement. 32. Unenforceability of Provisions. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue to be valid and enforceable to the full extent permitted by law. 33. Certification. . ADOT must require that every contractor and subcontractor providing goods or services relating to this Agreement certify compliance with A.R.S. §35-393.01. 34. Arbitration. This Agreement is subject to arbitration to the extent required by A.R.S. § 12-1518. 35. Notices. Notice required pursuant to the terms of this Agreement must be in writing and delivered in person, email, or sent by United States Mail, postage prepaid, to: DocuSign Envelope ID: 887F3B66-ED3C-4027-996D-50AF365F8BE8 DocuSign Envelope ID: 9497EF97-75C7-40CE-8F47-B0856D465581 Page8of8 Arizona Supreme Court Attn: Dori Littler, Fleet Manager Arizona Department of Transportation Attn: Devin J. Darlek - Equipment Services Adult Probation Services Division Administrator Address: 1501 W. Washington Address: 2225 S. 22nd Avenue, MD: 071-R Phoenix, AZ 85007 Phoenix, AZ 85009 602.452-3324 602.712.6524 The Parties execute this Agreement, by their duly authorized officials, on the date indicated. STATE OF ARIZONA Supreme Court STATE OF ARIZONA Department of Transportation David K. / Byers Director Administrative Office of the Courts Arizona Supreme Court John S. Halikowski Director Arizona Department of Transportation DATED: DATED: DocuSign Envelope ID: 887F3B66-ED3C-4027-996D-50AF365F8BE8 4/7/2022 DocuSign Envelope ID: 9497EF97-75C7-40CE-8F47-B0856D465581 4/12/2022