Agreement with Freightliner of AZ LLC

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FREIGHTLINER OF ARIZONA, LLC DBA VELOCITY TRUCK CENTERS

This Linking Agreement (“Agreement”) is entered into as of this day of , 2026, between the
City of Glendale, an Arizona municipal corporation (“City”), and Freightliner of Arizona, LLC dba Velocity
Truck Centers, an Arizona limited liability company, authorized to do business in Arizona (“Contractor”),
collectively, the “Parties.”

RECITALS

A. On October 1, 2025, Maricopa County, 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 Heavy Duty Fleet, Construction and Agricultural/Industrial Parts, Service, & Accessories
Contract No. 250106-C (“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 October 1, 2025, until the date the contract terminates
on September 30, 2026, unless the term is extended by mutual agreement of the parties to
the Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond September 30, 2030. The initial period of this Agreement is the period from the
Effective Date of this Agreement until September 30, 2026.

B. The City may extend the term of this Agreement for a maximum of four (4) one-year periods
if the Cooperative Agreement is likewise extended and the City gives the Contractor notice
that it is exercising its option to extend this Agreement 30 days prior to the anniversary of

1
01/28/2025

the Effective Date. Glendale extensions 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 five hundred thousand dollars ($500,000) 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, teligion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

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

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

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

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 officer of Contractor with oversight responsibility.

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

City of Glendale

c/o Sandy Ressler - Fleet Management
6210 W. Myrtle Avenue

Glendale, AZ 85301

and

Freightliner of Arizona, LLC dba Velocity Truck Centers
c/o Joe Garcia

9899 W. Roosevelt St.

Tolleson, AZ 85038

Copy to:

Freightliner of Arizona, LLC dba Velocity Truck Centers
c/o Matt Flannery, Esq.

2429 Peck Road

Whitter, CA 90601

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

“City” “Contractor”
City of Glendale, an Arizona Freightliner of Arizona, LLC dba
municipal corporation Velocity Truck Centers,
an Arizona limited liability company

By: By: Ke

Patrick S, Banger Name: Kelly Porter

City Manager Title: Chief Financial Officer

3

01/28/2025

ATTEST:

Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

01/28/2025

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FREIGHTLINER OF ARIZONA, LLC DBA VELOCITY TRUCK CENTERS

EXHIBIT A
MARICOPA COUNTY - CONTRACT NO. 250106-C
HEAVY DUTY FLEET, CONSTRUCTION AND AGRICULTURAL/INDUSTRIAL
PARTS, SERVICE & ACCESSORIES

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FREIGHTLINER OF ARIZONA, LLC DBA VELOCITY TRUCK CENTERS

EXHIBIT B
Scope of Work

Pursuant to the Scope of Work, Contractor will provide maintenance and tepair services for heavy duty
vehicles and equipment, along with parts and accessories, on an as-needed basis.

SERIAL 250106-C HEAVY DUTY FLEET, CONSTRUCTION AND AGRICULTURAL/INDUSTRIAL
PARTS, SERVICE, & ACCESSORIES

DATE OF LAST REVISION: October 1, 2025 CONTRACT END DATE: September 30, 2026

CONTRACT PERIOD THROUGH SEPTEMBER 30, 2026

TO: All Departments

FROM: Office of Procurement Services

SUBJECT: Contract for HEAVY DUTY FLEET, CONSTRUCTION AND
AGRICULTURAL/INDUSTRIAL PARTS, SERVICE, & ACCESSORIES

Attached to this letter is published an effective pu rchasing contract for products and/or services to be supplied

to Maricopa County activities as awarded by Maricopa County on October 1, 2025.

All purchases of products and/or services listed on the attached pages of this letter are to be obtained from

the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of
contracts. The contract period is indicated above.

Office of Procurement Services
RB/mc
Attach
Copy to: Office of Procurement Services

Erick Van Hofwegen, Equipment Services
Oscar Matus, Equipment Services

(Please remove Serial 200209-C from your contract notebooks)

SERIAL # 250106-C

HEAVY DUTY FLEET, CONSTRUCTION AND AGRICULTURAL/INDUSTRIAL
PARTS, SERVICE, & ACCESSORIES

1.0

2.0

INTENT

1.1

1.2

1.3

1.4

This Invitation for Bids is intended to establish a contract with multiple vendors to provide
a full line of parts, components, accessories, and services at contractor locations and in
the field, for light-duty and heavy-duty fleet vehicles (the minimum size for a heavy-duty
vehicle is one-ton vehicle with dual rear wheels) and construction, agricultural, and
industrial equipment. Maricopa County (County) anticipates awarded contractors may use
parts and accessories from all applicable manufacturers. On average each year, County
departments spend approximately $1,400,000 on parts and services for these vehicles and
equipment. However, the contract award does not guarantee any specific volume of
business.

Other governmental entities under agreement with County may have access to services
provided hereunder (see also Sections 3.26 and 3.27 below).

The County reserves the right to add additional contractors, at the County’s sole discretion,
in cases where the currently listed contractors are of an insufficient number or skill set to
satisfy the County's needs or to ensure adequate competition on any project or task order
work.

The County reserves the right to award this contract to multiple vendors. The County
reserves the right to award in whole or in part, by item or group of items, by section or
geographic area, or make multiple awards, where such action serves the County’s best
interest.

SPECIFICATIONS

2.1

2.2

GENERAL

2.1.1 All charges to County shall be in accordance with the terms of the pricing
agreement. Purchases are authorized by purchase order or County purchasing
card only.

2.1.2 Respondents are required to complete and submit the Attachment D - Pricing
Sheet as part of their response. In addition, vendors may submit supplemental
pricing sheets for any additional products not specifically listed in Attachment D.-
Pricing Sheet These supplemental sheets must clearly identify the product name,
part number (if applicable), and the associated pricing or discount structure.

2.1.3 The County may acquire quotes for other parts that may not be listed on the
contract through a quote process.

TECHNICAL REQUIREMENTS
2.2.1 Authorized Service Facilities and Vehicles
2.2.1.1 The contractor's facility shall be certified as a manufacturer's authorized
service facility for the type of vehicle size and equipment offered on
Attachment D - Pricing Sheet.

2.2.1.2 The contractor's service facility shall be open Monday through Friday
from 8:00 a.m. to 5:00 p.m. MST, except on County recognized holidays.

2.2.1.3 Contractor's service facility shall be located in the Phoenix metropolitan
area.

2.2.2

SERIAL # 250106-C
2.2.1.4 Any and all transportation by contractor must be approved prior by the
County.
2.2.1.5 Contractor must indicate the gross vehicles weight (GVW) their service
facility(s) is equipped to service on Attachment D — Pricing Sheet. For
example, contractor may indicate a facility is only equipped to service
trucks up to two tons.
2.2.1.6 Service truck(s) shall be fully equipped, at no cost to the County, with
parts, diagnostic/repair tools, etc. necessary to complete the repairs.
Include pricing for any equipment necessary to complete the job (i.e.
rental equipment) on Attachment D — Pricing Sheet.

Manufacturers/Parts

The contractor shall be an active and authorized distributor of one or all
manufacturers of the contractor lists on Attachment D - Pricing Sheet at
the time of bid submission. Contractor may add additional
manufacturers over the course of the contract. County reserves the right
to contact the manufacturers to verify authorization to ensure
compliance with the terms and conditions of this solicitation.

2.2.2.1

2.2.2.2 | Manufacturers used by the contractor may include, but are not limited to

the following:

MCI TRANSPORT BUS KUBOTA/BOBCAT INGERSOLL-RAND-
FLEET PARTS (NO
TOOLS)
BLUE BIRD BUSES JOHN DEERE GREEN | JOHN DEERE
YELLOW
THOMAS BUSES BEARCAT CATERPILLAR
ROSCO ROLLERS PB LOADER BROCE
BROOM/SWEEPERS
TENNANT SWEEPERS JCB RACK & PINION
BACKHOE’S/LOADERS
CUMMINS DIESEL TITAN BEAR/ELGIN
ENGINE BROOM
PULL TARP ROLL-RITE DYNA PAC
ROLLERS
BINGHAM FORD MASSEY FERGUSON _| THERMO-KING
MAXON LIFTS. FREIGHTLINER KENWORTH
SCORPION 3M MESSAGE SOLAR TECH
ATTENUATOR BOARDS MESSAGE BOARDS
WHEEL MOUNTED VERMEER-WOOD PETERBUILT
SPRAY TRAILER PARTS _| CHIPPERS
MACK/VOLVO INTERNATIONAL TIGER CRANES
DUR-A-LIFTS VERSA LIFTS IMT CRANES
BG PRODUCTS RAMSEY WINCHES WACKER
PTO MB - PAINT DRIVELINE
SRIPPERS
HUNTER TIRE SNAP ON SCANNERS | EZ LINER
MACHINES
BRAUN WHEELCHAIR BUYERS -TRAILER MORBARK
LIFTS PARTS CHIPPERS
JAMAR HOFFMAN - SNAP ON | RV PARTS
ALLIGNMENT
RV-NEWMAR RV-CHAMPION RV-THOMAS
CHASSIS/SUSPENSIONS | VICKER PUMPS WELDING SUPPLIES

SERIAL # 250106-C

AUTOMOTIVE FLEET WEATHERGUARD DELTA TOOLBOXES

FASTNERS TOOLBOXES

MASTERRACK SKIP-LINE DYNA PAC

CARRIER A/C FORD NEW HOLLAND | WATER TRUCK
PARTS

BALWIN FILTERS BRAKE COMPONENTS | TORO PARTS

WINDSHIELD WIPERS PRESSURE WASHERS | SULLAIR
COMPRESSORS

COATS -TIRE MACHINES | HYDRAULIC JACKS Blackhawk Raptor
Sweeper

2.2.3. Replacement Parts

2.2.3.1 All replacement parts shall be new original equipment manufacturer
(OEM) parts. The County will make exceptions when OEM parts are no
longer available. The County must approve the use of any aftermarket
or non-OEM parts.

2.3 SERVICE REQUIREMENTS

2.3.1 Pricing for Services

2.3.1.1 The following definitions apply:

2.3.1.1.1

2.3.1.1.2

2.3.1.1.3

2.3.1.1.4

2.3.1.1.5

Labor rate shall mean the rate charged per hour to complete
the repair. The contractor shall utilize 15 minutes increment
when applicable.

Afterhours labor rate shall mean services rendered after
normal business hours as defined in Section 2.8 (Normal
Working Hours and Locations).

Field service call rate shall mean a onetime/one-way charge
in route/travel to the County site, maximum one hour. This
tate shall be the same for all field service calls. Field work
should be within 2 hours of initial call if it’s an emergency. If
it is non-emergency, then within 24 hours of initial call. The
County will specify if the call is an emergency or not.

Mileage shall mean mileage one way from the service
facility to County vehicle/equipment.

Contractor may submit a one-time trip charge according to
2.3.1.2.5 per work order for work performed outside a 50-
mile radius, when such a charge is permitted.

2.3.1.2 The contractor shall provide the following labor rate information on
Attachment D - Pricing Sheet:

2.3.1.2.1
2.3.1.2.2
2.3.1.2.3

2.3.1.2.4

services at contractor's facility
afterhours/overtime services
field service calls (if applicable)

field service calls afterhours,

2.4

2.3.2

SERIAL # 250106-C

2.3.1.2.5 mileage (if applicable) or fuel charge (the first 50 miles are
free; additional mileage shall be charged per mile at the
applicable mileage rate). Maricopa County adheres to the
Arizona Department of Administration standard applicable
mileage rate, which is $0.7/mil.

2.3.1.3 Afterhours/overtime service must be approved by service writer or shop
supervisor prior to providing the service.

2.3.1.4 The County shall not be responsible for any afterhours/overtime
rates/charges when incurred due to negligence on the part of the
contractor/service technician, for example when a contractor/service
technician is missing any parts, tools, equipment, material, and other
related items required to complete the repair.

2.3.1.5 Invoices for services shall be submitted within 48 hours from date of
service, by email (provided upon award).

2.3.1.6 The County reserves the right to dispute charges on labor hours and
repairs performed if deemed excessive or unreasonable. If any portion
of the repair performed is determined to be excessive charges, the
contractor shall credit the original invoice referencing the work order and
the vehicle number.

Work Order Assignments

2.3.2.1 Equipment Service Department (ESD) fleet maintenance supervisors
and customer service writers (SW) will coordinate and issue a work
order to the contractor, referencing the vehicle/equipment number, as
an authorization to perform service. Contractors shall not perform any
service without a work order. The contractor shall contact the SW at 602-
506-4678 on all delays, pick-ups, deliveries, questions, or additional
repair approval.

2.3.2.2 The designated employee(s) will give the contractor a preliminary
diagnosis of the vehicle(s) repair.

PARTS DELIVERY

2.4.1

2.4.2

2.4.3

2.4.4

2.4.5

Deliveries shall be made to all locations within two hours of placing orders.
Exceptions are made when the site is more than two hours in distance (travel time)
from contractor's facility.

The contractor shall indicate if they have the capability to deliver to all locations
listed in Section 2.8 —- Equipment Service Department Service Centers and provide
“hot shot runs” or “just in time parts” (expedited delivery). Indicate the parts delivery
schedules for these locations on Attachment D - Pricing Sheet. This is not part of
the award criteria.

Delivery is FOB County destination. The County is not responsible for the
contractor's freight cost on normal stock items.

All priority deliveries (i.e., overnight, air freight, United Postal Service (UPS) direct,
etc.) shall be authorized by a County fleet maintenance supervisor. The invoice
must list the name of the County fleet supervisor who authorized special delivery
payment.

The contractor shall contact the designated Service Center to inform them about
all delivery delays.

2.5

2.6

2.7

2.8

SERIAL # 250106-C

RETURN POLICY

2.5.1

The County's return policy overrides the contractors’ return policies unless the
manufacturer's return policies are more advantageous to the County. The County’s
return policies are as follows:

2.5.1.1 | The contractor shall accept all returns, regardless of the quantity,
providing a full refund at no cost or penalty to the County; no “minimum
quantity” policies are permitted. This includes the return of all parts
considered non-moving or seasonal parts pulled during a six-month
inventory adjustment.

2.5.1.2 The County reserves the right to replace/return parts that no longer meet
the County’s needs because they do not fit a newer model of a
vehicle/equipment without incurring costs or penalties from the
contractor.

2.5.1.3 The County accepts responsibility for a restocking fee of no more than
15 percent, if a special order or a non-stock part is ordered and then
returned. If the County has not yet received the part and cancels the
order, no restocking fee is permitted.

2.5.1.4 The credit slip shall reflect the original purchase price for each returned
part and reference the credit slip number or original invoice number.

2.5.1.5 The County's working conditions may cause the original packaging to
be altered. When a part(s) is returned unused, the contractor shall
accept the return for a full credit regardless of whether packaging has
been altered.

AWARDED DISCOUNTS

It shall be the responsibility of the contractor to communicate with their parts department,
accounts receivable, and other areas involved in compliance with the contract to ensure
that awarded discounts are honored.

RESPONSE TIME

2.7.1

2.7.2

2.7.3

Contractor's response time to pick-up a vehicle/equipment under warranty shall be
within the same business day, unless a prior agreement has been made between
the County and contractor.

The County will be responsible for transporting vehicle(s) not covered under
warranty to the contractor's service facility.

The contractor will be given an expected turn-around time by the County fleet
maintenance supervisor or customer service writer. If the turn-around time cannot
be met, the contractor must indicate such to the County at the time of job
assignment. County reserves the right to negotiate a turnaround time or to seek
services from another contractor.

EQUIPMENT SERVICE DEPARTMENT SERVICE CENTERS

2.8.1

Equipment Services Department operates five service centers. Operating hours
indicated below are Monday through Friday, excluding County recognized
holidays; hours of operation vary depending on the location.

2.8.1.1. Durango Main Service Center, 3325 W. Durango, Phoenix, Arizona
85009 (602-506-4678), 6:00 a.m. to 4:30 p.m. MST

2.9

2.10

2.11

2.12

2.13

SERIAL # 250106-C

2.8.1.2 Mesa Service Center, 155 E. Coury, Mesa, Arizona, 85210 (602-506-
4794), 6:00 a.m. to 2:30 p.m. MST.

2.8.1.3 Dysart Service Center, 16821 N. Dysart Rd. Surprise, Arizona 85374
(623-583-1836), 7:00 a.m. to 3:30 p.m. MST.

2.8.1.4 Downtown Service Center, 120 S. 4th Ave, Phoenix, Arizona 85003
(602-506-2909), 7:30 a.m. to 4:00 p.m. MST.

2.8.1.5 Buckeye Service Center, 26449 W. HWY 85, Buckeye, Arizona 85326
(623-386-7461), 6:00 a.m. to 3:30 p.m. MST.

2.8.1.6 Avondale Service Center 695 N. 105th Ave Avondale, Arizona 85323
(623) 333-2703 7:00 a.m. -3:30 p.m. MST.

SAFETY STANDARDS

All work performed shall meet current Arizona State and Code Federal Regulations under
Title 49 mandates, no exceptions.

STATUS REPORTS

2.10.1 The contractor shall submit a daily status report to the County heavy duty fleet
supervisor with the work order number and vehicle/equipment number, date
vehicle/equipment was received, details on the repair, and details on the
completion date, via fax (602-506-1182) or email to the designated employee(s)
(provided after award).

2.10.2 The report shall be submitted by email (provided upon award).every day by 4:00
p.m MST.

STOCK LIFT

2.11.1 The County reserves the right to receive credit for our current inventory before
accepting new manufacturer brands or the contractor may be required to lift current
inventory and replace with their brand.

2.11.2 The County shall be permitted to trade-in slow moving stock and seasonal parts to
a contractor for credit without penalties such as a restocking fee, partial credit, etc.
Trade-ins may occur with a contractor from whom the parts were not originally
purchases.

2.11.3 The credit slip shall reflect the original purchase price for each trade-in part and
reference the credit slip number or original invoice number.

ADDITIONAL CHARGES/FEES

The County has maximum $50 dollars for miscellaneous charges or fees (i.e., shop
supplies, environmental fees, hazardous waste) other than those listed in the pricing
section of this contract.

SITE VISITS

The County reserves the right to visit the contractor’s facilities Monday through Friday
between the hours of 8:00 a.m. and 5:00 p.m. MST during the award determination and
after an award has been made to inspect such warehouse/distribution center(s) to ensure
compliance with terms and conditions of this contract.

2.14

SERIAL # 250106-C
TECHNICAL AND DESCRIPTIVE SALES LITERATURE

The contractor shall provide copies of its sales literature and brochures and copies of any
manufacturer's technical and/or descriptive literature (e.g., PDF versions of sales literature,
brochures, and/or webpages) specific to the material(s) the contractor proposes to provide.
Literature shall be sufficient in detail to allow for full and fair evaluation of the material(s)
submitted and must be included with the bid. Failure to include this information may result
in the bid being rejected.

3.0 PURCHASING REQUIREMENTS

3.1

3.2

3.3

DELIVERY

3.1.1 Delivery is desired as soon as possible, and details shall be stipulated on the
purchase order. Contractor shall notify the County representative listed on the
purchase order if the requested delivery date and/or the anticipated lead time
cannot be met. Failure to communicate to County changes in the order status may
result in default proceedings.

3.1.2 Supplies or equipment being delivered to the County shall be delivered during the
hours outlined in Section 2.8 - Equipment Service Department Service Centers,
Monday through Friday, except on County recognized holidays.

3.1.3 Delivery shall be F.O.B. Destination Freight Prepaid.

EXPEDITED DELIVERY

3.2.1 If the department determines that expedited delivery or other alternate shipping is
required, it shall notify the contractor. The contractor shall determine any additional
costs associated with such delivery terms and communicate that cost to the
department.

3.2.2 The department shall not advise the contractor to proceed with an expedited
shipment until acceptable terms are agreed upon and a purchase order is issued.
Upon agreeing to the additional costs, the department shall advise the contractor
to proceed.

3.2.3. Upon receipt of material(s) and invoicing, the department shall ensure that any
additional charges are in compliance with and do not exceed agreed to costs. The
department shall retain all documents related to these costs within the agency
purchase file.

SHIPPING DOCUMENTS

A packing list or other suitable shipping document shall accompany each shipment and
shall include the following:

3.3.1 Contract serial number

3.3.2 Contractor's name and address
3.3.3 Department name and address
3.3.4 Department purchase order number

3.3.5 A description of product(s) shipped, including item number(s), quantity(ies),
number of containers and package number(s), as applicable

3.4

3.5

3.6

3.7

3.8

3.9

3.10

3.11

3.12

SERIAL # 250106-C
SHIPPING TERMS

Bid price(s) and terms shall be F.O.B. Destination Freight Prepaid at the location(s)
Stipulated on the purchase order. All delivery locations are within Maricopa County.

OPERATING MANUALS

Upon delivery, contractor shall provide comprehensive operational manuals, service
manuals and schematic diagrams, if required by the department.

INSTALLATION

The contractor shall be responsible to install and present for inspection all equipment in a
complete and ready-for-use condition with all components functioning, cleaned and tested.
The contractor's price shall include delivery and installation of all equipment in complete
operating condition.

SAMPLES

The contractor may be requested to furnish samples of material(s) bid to allow for
examination by the County. Any materials so requested shall be furnished within 10
working days from the date of request and furnished at no cost to the County and sent to
the address designated in the requesting correspondence.

TESTING

Unless otherwise specified, materials purchased will be inspected by the department to
ensure the materials meet the quality and quantity requirements of the specifications.
When deemed necessary by the County, samples of the materials may be taken at random
from stock received for submission to a commercial laboratory or other appropriate agency
for analysis and tests to determine whether the materials conform in all respects to the
specifications. In cases where commercial laboratory reports determine that the materials
do not meet the specifications, the expense of such analysis shall be borne by the
contractor.

ACCEPTANCE

Upon delivery and successful installation, the material(s) shall be deemed accepted, and
the warranty period shall begin. Successful installation shall be defined as a) the
material(s)/equipment is installed (as necessary) and fully operational; and b) initial
training, if any, is complete. All documentation shall be completed prior to final acceptance.

TRAINING

Contractor shall provide training services, upon request, to County personnel in the use
and care of all equipment/materials and services (as applicable) and respond with hourly
rate for such on Attachment D — Pricing Sheet. All training shall take place on-site in
Maricopa County.

STOCK

The contractor shail be expected to stock sufficient quantities as may be necessary to meet
the County’s needs and deliver as stated in the Invitation for Bids.

DISCONTINUED MATERIALS

3.12.1 In the event that a manufacturer discontinues materials, the County may allow the
contractor to provide a substitute for the discontinued item or may cancel the

3.13

3.14

3.15

3.16

SERIAL # 250106-C

contract. If the contractor requests permission to substitute a new material, the
contractor shall provide the following to the County:

3.12.1.1 Documentation from the manufacturer that the material has been
discontinued.

3.12.1.2 Documentation that names the replacement material.

3.12.1.3 Documentation that provides clear and convincing evidence that the
replacement material meets or exceeds all specifications required by the
original solicitation.

3.12.1.4 Documentation that provides clear and convincing evidence that the
replacement material will be compatible with all the functions or uses of
the discontinued material.

3.12.1.5 Documentation confirming that the price for the replacement is the same
as or less than the discontinued material.

3.12.2 Material discontinuance applies only to those materials specifically listed on any
resultant contract. This will not apply to catalog items not specifically listed on any
resultant contract.

WARRANTY

3.13.1 All items furnished under this contract shall conform to the requirements of this
contract and shall be free from defects in design, materials, and workmanship.

3.13.2 The warranty period for workmanship and materials shall be for a minimum initial
period of 12 months and commence upon acceptance by County per Section 3.9
- Acceptance.

3.13.2.1 | The contractor shall indicate on the price sheet the duration of the
warranty and any applicable limitations or conditions which may apply.

3.13.2.2_ The contractor agrees that it will, at its own expense, provide ail labor
and parts required to remove, repair, or replace, and reinstall any such
defective workmanship and/or materials which becomes or is found to
be defective during the term of this warranty. The contractor shall
guarantee the equipment to be supplied complies with all applicable
regulations.

MAINTENANCE

The contractor shall provide maintenance for the materials under this contract upon
acceptance of materials by the department.

FACTORY AUTHORIZED SERVICE AVAILABILITY

The contractor shall have and maintain a factory authorized service facility capable of
supplying and installing component parts, troubleshooting, repairing, and maintaining the
material(s). Minimum service hours shall be from 8:00 a.m. through 5:00 p.m. MST,
Monday through Friday, excluding County and Federal holidays.

BRAND NAME
In some cases, brand names have been listed in order to define the desired quality and

are not intended to be restrictive or to limit competition. Materials substantially equivalent
to those designated shall qualify for consideration.

3.17

3.18

3.19

3.20

3.21

3.22

3.23

SERIAL # 250106-C
MODEL/YEAR OF MATERIALS

The County will only accept bids offering the most current model/year
equipment/material(s).

ORDER CUTOFF INFORMATION

3.18.1 Contractors submitting bids shall advise the County of all known order cutoff
dates/times for the equipment/product(s) specified in this solicitation at the time of
bid submission. Notification of any subsequent cutoff date(s)/time(s) (learned after
submission of bid) shall also be the contractor's responsibility. The contractor shall
advise the County of subsequent cutoff date(s)/time(s) by notifying the
procurement officer, in writing, of the new information.

3.18.2 If the item(s) become no longer available, contractor shall notify County of the last
available ordering date for the item(s) and may provide County with alternative
item(s) that the County may elect to purchase at its option. If the alternative item(s)
do not meet the County’s requirements, County may take action including
termination of this contract for convenience per Section 4.16 — Termination for
Convenience.

ORDER LEAD-TIME NOTIFICATION

Contractors submitting bids shall advise the County of lead-time(s) for the required items
specified in this solicitation at the time of bid submission. Notification of any changes to
lead time (learned after submission of bid) shall also be the contractor's responsibility. The
contractor shall also notify all County representatives included on purchase orders of lead-
time information.

TRADE-INS

Contractor may be requested to submit prices on trade-in(s). Whether materials will
actually be traded is at the option of the County.

USAGE REPORT

The contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity governed by the contract. The format of the report shall be approved by
the County and shall disclose the quantity and dollar value of each contract item by
individual unit of measure.

Background CHECK

Bidders/proposers may be required to pass multiple background checks (e.g. Sheriffs
Office, County Attorney's Office, Courts, as well as Maricopa County general government)
to determine if the respondent is acceptable to do business with the County. This applies
to, but is not limited to, the company, subcontractors, and employees.

INVOICES AND PAYMENTS

3.23.1 The contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum,
the invoice must provide the following information:

Company name, address, and contact information
County bill-to name and contact information
Contract serial number

County purchase order number

Invoice number and date

3.24

3.23.2

3.23.3

3.23.4

3.23.5

3.23.6

SERIAL # 250106-C

Payment terms

Date of service or delivery

Quantity

Contract item number(s)

Arrival and completion time

Description of purchase (product or services)
Pricing per unit of purchase

Extended price

Freight (if applicable)

Total amount due

rr

Labor, services, and maintenance must be billed as a separate line item.

Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.

Payment will only be made to the contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an Electronic Funds
Transfer (EFT) process. After contract award, the contractor shall complete the
Vendor Registration Form located on the County Department of Finance Vendor

Registration website (https:/Awww maricopa.gov/5169/Vendor-Information)

Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.

EFT payments to the routing and account numbers designated by the contractor
shall include the details on the specific invoices that the payment covers. The
contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.

APPLICABLE TAXES

3.24.1

3.24.2

3.24.3

It is the responsibility of the contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.

The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at httos:/Avww.azdor.gov/Business.aspx
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the contractor shall be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.

Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state,
and local taxes applicable to their operation and any persons employed by the
contractor. Contractor shall, and require all subcontractors to, hold Maricopa
County 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 Workers’
Compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to municipality or the State of Arizona

4.0

3.25

3.26

3.27

SERIAL # 250106-C

for any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).

POST AWARD MEETING

The contractor may be required to attend a post-award meeting with the department to discuss
the terms and conditions of this contract. This meeting will be coordinated by the procurement
Officer of the contract.

STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)

The County is a member of the SAVE cooperative purchasing group. SAVE includes the
State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified
school districts. Under the SAVE Cooperative Purchasing Agreement, and with the
concurrence of the successful respondent under this Solicitation, a member of SAVE may
access a contract resulting from a solicitation issued by the County. If contractor does not
want to grant such access to a member of SAVE, state so in the bid. In the absence of a
statement to the contrary, the County will assume that contractor does wish to grant access
to any contract that may result from this bid. The County assumes no responsibility for any
purchases by using entities.

INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)

County currently holds ICPAs with numerous governmental entities. These agreements
allow those entities, with the approval of the contractor, to purchase their requirements
under the terms and conditions of the County contract. It is the responsibility of the non-
County government entity to perform its own due diligence on the acceptability of the
contract under its applicable procurement rules, processes, and procedures. Certain
governmental agencies may not require an ICPA and may utilize this contract if it meets
their individual requirements. Other governmental agencies may enter into a separate
Statement of Work with the contractor to meet their own requirements. The County is not
a party to any uses of this contract by other governmental entities.

CONTRACTUAL TERMS & CONDITIONS

41

4.2

4.3

CONTRACT TERM

This Invitation for Bids is for awarding a firm, fixed price purchasing contract to cover a
term of one year.

OPTION TO RENEW

The County may, at its option and with the concurrence of the contractor, renew the term
of this contract up to a maximum of four additional years, (or at the County’s sole discretion,
extend the contract on a month-to-month basis for a maximum of six months after
expiration). The contractor shall be notified in writing by the Office of Procurement Services
of the County’s intention to renew the contract term at least 60 calendar days prior to the
expiration of the original contract term.

CONTRACT COMPLETION

In preparation for contract completion, the contractor shall make all reasonable efforts for
an orderly transition of its duties and responsibilities to another provider and/or to the
County. This may include, but is not limited to, preparation of a transition plan and
cooperation with the County or other providers in the transition. The transition includes the
transfer of all records and other data in the possession, custody, or control of the contractor
that are required to be provided to the County either by the terms of this agreement or as
a matter of law. The provisions of this clause shall survive the expiration or termination of
this agreement.

4.4

4.5

4.6

SERIAL # 250106-C
PRICE ADJUSTMENTS

4.4.1 Any requests for reasonable price adjustments must be submitted 60 calendar
days prior to the contract expiration. Requests for adjustment in cost of labor
and/or materials must be supported by appropriate documentation. The
reasonableness of the request will be determined by comparing the request with
the Consumer Price Index or by performing a market survey. If County agrees to
the adjusted price terms, County will issue written approval of the change and
provide an updated version of the contract. The new change shall not be in effect
until the date stipulated on the updated version of the contract.

4.4.2 Inthe event any price increase is requested as the result of any tariff that becomes
effective during the performance of this contract, the County may adjust the price
based on a request from the contractor that documents the additional price
increase. If, during the performance of this contract, any tariff-related price
increase is subsequently reduced or eliminated, the vendor shall notify the County
of the decrease and shall apply it accordingly for remaining term of the contract. If
the County finds over payment of a project due to tariff reduction that was not due,
the contractor will be liable to the County for that amount, and by contracting with
the County agrees to remit any overpayments back to the County for
miscalculations on increases due to tariffs included in a bid price.

INDEMNIFICATION

To the fullest extent permitted by law, and to the extent that claims, damages, losses, or
expenses are not covered and paid by insurance purchased by the contractor, the
contractor shall defend, indemnify, and hold harmless the County (as Owner), its agents,
representatives, officers, directors, officials, and employees from and against all claims,
damages, losses, and expenses (including, but not limited to attorneys’ fees, court costs,
expert witness fees, and the costs and attorneys’ fees for appellate proceedings) arising
out of, or alleged to have resulted from, the negligent acts, errors, omissions, or mistakes
of the contractor, a subcontractor, anyone directly or indirectly employed by them, or
anyone for whose acts they may be liable relating to the performance of this contract.

4.5.1 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.

4.5.2 The amount and type of insurance coverage requirements set forth herein will in
No way be construed as limiting the scope of the indemnity in this section.

4.5.3 The scope of this indemnification does not extend to the sole negligence of County.
INSURANCE

4.6.1 Contractor, at contractor's own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of