BOARD OF COUNTY COMMISSIONERS AGREEMENT- FLEET DISTRIBUTORS EXPRESS, INC.

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1 TULSA COUNlY PURCHASING DEPARTMENT MEMO DATE: NOVEMBER 5, 2014 " ~~ \\. FROM: LINDA R. DORRELL \S'v ~ ~ PURCHASING DIRECTOR ~.. ~ TO: SUBJECT: BOARD OF COUNTY COMMISSIONERS AGREEMENT- FLEET DISTRIBUTORS EXPRESS, INC. SUBMITTED FOR YOUR APPROVAL AND EXECUTION IS THE A ITACHED AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS ON BEHALF OF THE TULSA COUNTY SHERIFF'S OFFICE AND FLEET DISTRIBUTORS EXPRESS, INC FOR INSTALLATION OF NEW OR USED EMERGENCY EQUIPMENT IN NEW VEHICLES. RESPECTFULL Y SUBMITTED FOR YOUR APPROVAL AND EXECUTION. LRD/arh ORIGINAL: COPIES: PAT KEY, COUNTY CLERK, FOR THE NOVEMBER 10, 2014 AGENDA. COMMISSIONER JOHN M. SMALIGO COMMISSIONER KAREN KEITH COMMISSIONER RON PETERS STANLEY GLANZ, SHERIFF MARK LIOTTA, CHIEF DEPUTY MICHAEL WILLIS, CHIEF DEPUTY VICKI ADAMS, CHIEF DEPUTY (Rev. 4-98)

2 Agreement for Services-Board oftulsa County Commissioners & Fleet Distributors Express, Inc. This Agreement for Services is made effective as ofoctober _, 2014, by and between the Board ofcommissioners oftulsa County (BOCC) on behalf oftulsa County Sheriffs Office (TCSO) of500 S. Denver Ave., and Fleet Distributors Express Inc. of6565 E. 40 th Suite A, Tulsa, Oklahoma DESCRIPTION OF SERVICES. Beginning on Oct. ---,2014, Fleet Distributors Express Inc. will provide to T.C.S.O. the following services (collectively, the "Services"): INST ALLITION OF NEW OR USED EMERGENCY EQUIPMENT IN NEW VEHICLES: To install any and all new or used emergency equipment that is deemed by T.C.S.O. specs as to the specific job duty ofthat vehicle, (ie, warning lights, siren, computer, radio, push bumper, decals, etc.)~ DECOMMISSION OF RETIRED VEHICLES: Remove Any and All ofemergency Equipment by T.C.S.O. specs and store said equipment in a secure location at Fleet Distributors Express; SERVICE & REPAIR: Service emergency equipment on in-service vehicles, maintain emergency equipment as needed, provide service records to T.C.S.O.; INVENTORY CONTROL: Fleet Distributors Express will provide an on-site storage room that will be secured and maintained by FDX personnel, that can house ALL T.C.S.O. emergency equipment and maintenance supplies and will provide T.C.S.O. with inventory records at any time. Fleet Distributors Express property has both alarm and camera systems in place. 2. PAYMENT. Payment shall be made to FLEET Distributors Express Inc., P.O. Box , Tulsa, Oklahoma T.C.S.O. agrees to pay in installment payments of$9, per month. In addition to any other right or remedy provided by law, ift.c.s.o. fails to pay for the Services when due, Fleet Distributors Express Inc. has the option to treat such failure to pay as a material breach ofthis Agreement, and may cancel this Agreement and/or seek legal remedies. 3. TERM. The term ofthis Agreement shall be from Oct. ---,2014 until June 30, This Agreement may renew annually upon mutual agreement ofboth parties. 4. CONFIDENTIALITY. Fleet Distributors Express Inc., and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit offleet Distributors Express Inc., or divulge, disclose, or communicate in any manner, any information that is propriety to T.C.S.O. Fleet Distributors Express Inc. and its employees, agents, and representatives will protect such information and treat it as strictly confidential This provision will continue to be effective after the termination ofthis Agreement. Any oral or written waiver by T.C.S.O ofthese confidentiality obligations which allows Fleet Distributors Express Inc. to disclose T.C.S.O. 's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

3 Upon Termination ofthis Agreement, Fleet Distributors Express Inc. will return to T.C.S.O. all records, notes, documentation and other items that were used, created, or controlled by Fleet Distributors Express Inc. during the term ofthis Agreement. 5. WARRANTY. Fleet Distributors Express Inc. shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards at Fleet Distributors Express Inc. 's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Fleet Distributors Express Inc. on similar projects. Fleet Distributors Express, Inc. agrees that when work needs to be performed on a TCSO vehicle, such work shall supersede work that is to be done on other, privately-owned vehicles, so that the TCSO vehicle shall be back in operation as soon as possible. 6. DEFAULT. The occurrence ofany ofthe following shall constitute a material default under this Agreement: a. The failure to make a required payment when due. b. The insolvency or bankruptcy ofeither party. c. The subjection ofany of either party's property to any levy, seizure, general assignment for the benefit ofcreditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement. 7. REMEDIES. In addition to any and all other rights a party may have available according to law, ifa party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date ofsuch notice to cure the default( s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination ofthis Agreement. 8. FORCE MAJEURE. Ifperformance ofthis Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice ofsuch event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts ofgod, fite, explosion, vandalism, storm or other similar occurrence, orders or acts ofmilitary or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The executed party shall use reasonable efforts under the circumstances to avoid or remove such causes ofnon-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or

4 omission shall be deemed within the reasonable control of a party if committed, or caused by such party, or its employees, officers, or affiliates. 9. ENTIRE AGREEMENT. This document contains the entire agreement ofthe parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. 10. SEVERABILITY. Ifany provisions ofthis Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. Ifa court finds that any provisions ofthis Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 11. AMENDMENT. This Agreement may be modified or amended by mutual agreement between the parties, ifthe writing is signed by the party obligated under the amendment. 12. GOVERNING LAW. This Agreement shall be construed in accordance with the laws ofthe State ofoklahoma. 13. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given ifdelivered in person or by certified mail, return receipt requested, to the addresses set forth below or to such other address as one party may have furnished to the other in writing. Fleet Distributors Express, Inc. Attn: ~,tt 'Oq L",,-ot-.! 6565 E. 40 th St., Suite A Tulsa, OK Tulsa County Sheriffs Office Attn: Jerry Quinton 500 S. Denver Ave. Tulsa, OK Tulsa County Board ofcommissioners 500 S. Denver Ave. Tulsa, OK WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision ofthis Agreement shall not be construed as a waiver or limitation ofthat party's right to subsequently enforce and compel strict compliance with every provision to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as ofthe date first above written.

5 Commissioner Ron Peters BOCC Service Recipient: Tulsa County Sheriffs Office By: Service Provider: :::etdistr".to~c"