Part 1 - Mohave Purchasing Agreement

City of Glendale — Regular Meeting (2021-05-25)

Extracted text (via ocr_local) 53023 characters

Shade ‘n Net of Arizona, Inc.
Response to IFB 200-0107

' 200-SHADE-0402 Table of Contents

COOPERATIVE

Tab 1A - Signed Offer & Acceptance Form and Confidential/Proprietary Submittal ........-.sescsecesessertecsees 6
(See document 4. 20QSHADE0402 Award Documentation for Offer & Acceptance Form.)

Tab 1B - Amendments .... No Amendments were issued for this IFB.

Tab 1C - General Terms & Conditions and Standard Terms & Conditions for Construction ......ccsccccssseeees 9
Tab 1D - Special Terms & Conditions .....cccscscssecssseessesssesesessseesssessseessusessnessuessueesnecsnecesneeessmestinassnieeaseesasecs 34
Tab 1E - Scope of Work/Services and Specifications 44
Tab 1F - Bid Bond/Alternate Bid Security and Bonding Capacity .....e.escssessssssssesessecsnesstecstecetsesteesesssesseess 53
Tab 1G - Anti-Lobbying Certificate 0... c.ccsssessssssssessensessesscsseseesssssssscousssssessssscssvsscessanssessessussaenssaveaveavenvensears 59
Tab 1H - U.S. Department of Agriculture Form AD-1048 63
Tab 2A - Method of Approach w..eccscccesssssessessssssssesscsnssessesscsesssusassneacsneacansssenssssetsssssesesuceaseanssessssessesesseeecs 67
Tab 2B - Qualifications and Experience ............ccecsecescesseesessessessesvesscaueeseanesnssseasesssssssssussueesecsecsececesvessessensenss 73

Tab 2C - Certificate of Insurance .. Please call Mohave for information.

Tab 2D - Financial Information oe... eeseereesteseseesenseess All financial information is kept confidiential
and has been removed.

Tab 2E - Wind Speed Tolerance Manufacturer Specifications ...ccsccessesessssessesesessesneseseseeseeteneeneerssnessansaeees 141
Tab 2F - Pre-Engineered Shade Structures Installation Experience .......ssceccesceecseseessessesssneesteeseeennecriesneeseees 183

Tab 3A - Price Proposals See document 6. 20QSHADE0402 Pricing Summary.

Tab 3B - Pricing Methodology, Discounts, and Pcard Descriptions .....sescsessessesessestestesestecsesseesesssestesseseeeeees 200
Tab 3C - Mobilization, Travel Description, and Bond Methodology Description .....ccesssesssssseesseeseneesees 202
Tab 4A - Supporting Contract Documents, Suppport and Maintenance Information .......:..::cccecceceeseeeeeees 205
Tab 4B - Sample Supplemental or End-User Agreements .......ceccsssssssesseceeseseesessnesesnesesessesnesuesectesieinsseaneavees 219
Tab 5 - Additional Information ...cececcsseseceseessesssneseeeeseeneerencaesneseseeseaeaesnees Please call Mohave for information.

Click section title to be taken directly to that section.

4/5/18 EH
625 East Beale Street, Kingman, AZ 86401 — Phone: (928) 753-6945 — Fax: (928) 718-3232 mesc.org

IFB 20Q-0107

Bidder’s Name for Pre-engineered Shade Structures:

Shade ‘N Net

Mailing Address:
5711 W. Washington Street,
Phoenix, AZ 85043

Bid Due Date and Time:
January 7, 2021 at 3:00 p.m.
(local Arizona time)

Shade ‘N Net Corporate Office + 5711 W. Washington, Phoenix, AZ 85043
Toll Free 1-800-290-3387 * Office 602-484-7911 + Fax 602-484-7919 * www.Shade-N-Net.com

~*~
y COOPERATIVE

INVITATION FOR BID 20Q-0107
Pre-engineered Shade Structures

Pursuant to the provisions in the Arizona procurement rules and code, Mohave Educational Services
Cooperative, Inc. (Mohave) seeks bids to establish contract(s) for Pre-engineered Shade Structures. A
copy of the IFB is available for public inspection at 625 East Beale Street, Kingman, AZ 86401. Due to
Mohave staff working from home, reservations need to be made in advance. Refer to the Mohave Contract
Specialist’s contact information below.

Due Date and Time: Thursday, January 7, 2021 at 3:00 p.m. (local Arizona time)

Pre-bid Conference: Wednesday, December 9, 2020 at 10:00 a.m. (local Arizona time)
Conference Call — Audio Only
For login information contact Michael Nentwig,
no later than Tuesday, December 8, 2020.

Last Day For Questions: Wednesday, December 30 at 4:00 p.m. (local Arizona time)

IFB Questions Must Be Directed To: Michael Nentwig, CPPB, Contract Specialist I
Email : contracts@mesc.org
Telephone : (928) 718-3203

To be considered, bids shall be electronically submitted, via ProcureNow,

https:/ /secure.procurenow.com/portal/mesc/projects/5124 prior to the specified due date
and time. Bids shall be opened immediately following the bid due date and time, with the
name of each bidder and the unverified bid pricing publicly read and listed via ProcureNow.
Late offers shall not be considered.

Bidders are strongly encouraged to carefully read the entire contents of this solicitation prior to submitting
a bid. Failure to examine any of the requirements will be at the bidder's risk.

Mohave reserves the right to cancel this solicitation and/or reject all bids in whole, or in part, if Mohave
determines that cancellation and/or rejection is advantageous to Mohave and/or its members.

Clrutiy 2 0) lamar

Anita S. McLemore, C.P.M.
Executive Director

Mohave Educational Services Cooperative, Inc.
Publish Date: November 17, 2020

‘Template Rev. 20-12

N AMERICAN LEADER [N-SUN/UV PRO TECTION

\
\

Shade ‘N Net Corporate Office * 5711 W. Washington, Phoenix, AZ 85043
Toll Free 1-800-290-3387 * Office 602-484-7911 * Fax 602-484-7919 * www.Shade-N-Net.com

_AN AMERICAN LEADER IN-SUN/UV PROTECTION

Tab 1a — No Debarment

There have been NO debarment, suspension or other lawful action taken by any federal, state or
local government within the last 5 years that precludes Shade ‘N Net of Arizona or its employees
from bidding or participating in any public procurement activity.

Shade ‘N Net Corporate Office * 5711 W. Washington, Phoenix, AZ 85043
Toll Free 1-800-290-3387 © Office 602-484-7911 » Fax 602-484-7919 » www.Shade-N-Net.com

Confidential / Proprietary Submittal Form
(Place after Tab 1a)

CONFIDENTIAL/ PROPRIETARY SUBMITTALS

Confidential/Proprietary Submittals (mark one):
No confidential/proprietary materials have been included with this bid.

Confidential/proprietary materials have been included with this bid. Bidder shall identify
below any portion of their bid deemed confidential or proprietary (see General Terms and
Conditions 7. Confidential Information).

Note that any documentation marked as confidential or proprietary must be identified below. Any
confidential or proprietary information NOT identified as instructed shall be deemed as non-
confidential or non-proprietary.

The confidential/proprietary information identified below does not guarantee that disclosure will be
prevented but that the item(s) will be subject to review by the bidder and Mohave prior to any public
disclosure. Requests to deem the entire bid or pricing as confidential shall not be considered.

Shade ‘N Net-of Arizona, Inc.

Authorized Signature, Rudy Martined, Jr.

| 7 _ : — IFB 20Q-0107 3

AN AMERICAN LEADER IN-SUN/UV PROTECTION

TAB 1B

(No Amendments)

Shade ‘N Net Corporate Office * 5711 W. Washington, Phoenix, AZ 85043
Toll Free 1-800-290-3387 * Office 602-484-7911 »* Fax 602-484-7919 » www.Shade-N-Net.com

AN AMERICAN LEADER IN-SUN/UV PROTECTION

Shade ‘N Net Corporate Office * 5711 W. Washington, Phoenix, AZ 85043
Toll Free 1-800-290-3387 Office 602-484-7911 ¢ Fax 602-484-7919 » www.Shade-N-Net.com

General Terms and Conditions

(Place after Tab 1c)

Some General Terms and Conditions specify placement of information in tabs other than Tab 1c as noted
in the title above. Pay close attention to placement information (identified in bold text) as indicated in
select General Terms and Conditions.

ADVERTISING

Bidder shall not advertise or publish information concerning this solicitation prior to an award being
announced by Mohave. After award, contract vendor(s) may advertise the availability of products,
materials, processes and services to members. Any promotional marketing materials using the Mohave
logo shall be approved by a Mohave Contract Specialist in advance.

AVAILABILITY OF FUNDS

Member fund availability is unknown to Mohave at the time this solicitation was issued. Use of any
contract awarded by Mohave will be conditioned upon the availability of member funds.

BID OPENING

Bids shall be opened immediately following the bid due date and time. Pricing will be publicly read and
recorded in the presence of witnesses. All other information in the bids shall remain confidential until
after award of contracts, with the exception of review by Mohave staff and selected evaluators.

LLATION

4.1. Cancellation Process: The following requirements shall apply to all cancellation notices issued
under an awarded contract:

¢ Avwritten notice of cancellation shall be sent to the contract vendor and the effective date of
cancellation shall be the date specified within the written notice of cancellation.

e Upon cancellation, all products, materials, processes and services paid for by the member,
along with documents, data and reports prepared by contract vendor under the contract shall
become the property of the member.

e Contract vendor shail be entitled to receive just and equitable compensation in accordance
with applicable contract pricing for authorized work in progress, authorized work completed
and materials accepted before the effective date of the cancellation.

¢ Cancellation shall have no effect on projects in progress prior to the effective date of the
cancellation.

e Contract vendor is obligated to continue submitting monthly reconciliation reports and
administrative fee payments until all purchases are complete and closed.

4.2. Cancellation for bankruptcy or acquisition: Mohave reserves the right to cancel, or suspend
the use of, any contract if contract vendor files for bankruptcy protection, or if the original contract
holder is sold and ownership is transferred to a new party.

4.3. Cancellation for conflict of interest: In accordance with A.R.S. §38-511, Mohave may cancel
the contract within 3 years after contract execution without penalty or further obligation if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the contract
on behalf of Mohave is or becomes at any time while the contract, or an extension of the contract
is in effect an employee of or a consultant to any party to_the contract with respect to the subject
matter of the contract. The cancellation shall be effective when the contract vendor receives
written notice of the cancellation unless the notice specifies a later time.

4.4. Cancellation for convenience: Mohave reserves the right to immediately cancel the contract
without penalty or recourse, in whole or in part, when Mohave determines that action to be in the
best interests of its members.

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General Terms and Conditions

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4.5. Cancellation for non-performance or contract vendor deficiency: Mohave may terminate
any contract if members have not used the contract, or if purchase volume is determined to be
“low volume” in any 12-month period. Mohave reserves the right to cancel the whole or any part
of this contract due to failure by contract vendor to carry out any obligation, term or condition of
the contract. Mohave may issue a written deficiency notice to contract vendor for acting or failing
to act in any of the following:

Failing to comply with the accepted terms and conditions of the contract;

Providing material that does not meet the specifications of the contract;

Providing work and/or material that was not awarded under the contract;

Failing to adequately perform the services set forth in the scope of work and

specifications;

e Failing to complete required work or furnish required materials within a reasonable
amount of time;

e Failing to make progress in performance of the contract and/or giving Mohave reason to

believe that contract vendor will not or cannot perform the requirements of the contract

Failing to provide required performance bonds;

Performing work or providing products, materials, processes or services under the contract

prior to receiving a Mohave reviewed member purchase order for such work.

Upon receipt of a written deficiency notice, contract vendor shall have ten (10) days to provide a
satisfactory response to Mohave to adequately address all issues of concern. Failure to adequately
address all issues of concern may result in contract cancellation. Upon cancellation under this
clause, all goods, materials and work paid for by the member, along with documents, data and
reports prepared by contract vendor under the contract shall become the property of the member.

4.6. Cancellation for replacement: Mohave reserves the right to cancel a contract awarded under
this solicitation, if a new solicitation has been issued and a contract has been awarded to the same
contract vendor for similar products, materials, processes and services. Mohave may, at its option,
either replace a contract resulting from this solicitation or delay a new award until the existing
contract expires. The decision to delay or replace the contract rests solely with Mohave.

4.7. Contract vendor cancellation: Contract vendor may cancel this contract at any time upon
thirty (30) days prior written notice to Mohave or at time of annual contract renewal (contract
modification). Termination shall have no effect on projects in progress at the time the notice of
cancellation is received by Mohave.

4.8. Continuation of performance: Contract vendor shall continue to perform in accordance with
the requirements of the contract, up to the date of cancellation and as directed in the cancellation
notice.

4.9. Gratuities: If it appears that any person has not complied with A.R.S. §15-213(0), Mohave may,
by written notice, terminate the contract, in whole or in part, if Mohave determines that any person
or contract vendor has offered, conferred or agreed to confer any personal gift or benefit on any
employee of Mohave or a member employee who supervised or participated in the planning,
recommending, selecting or contracting of the contract. Officers, employees and agents are
prohibited from soliciting or accepting gratuities, favors or anything of monetary value from
contractors or parties of subcontractors under an awarded contract. Paying the expenses of
normal business meals shall be in accordance with each member’s policy regarding gratuities.
Samples as requested in the solicitation and provided to Mohave for demonstration or evaluation
are not considered gratuities.

4.10. Contract vendor offerings: Mohave may, by written notice, terminate the contract in whole
or in part, if Mohave determines that employment or a gratuity was offered or made by the
contract vendor or a representative of the contract vendor to any officer or employee of the school
district or school purchasing cooperative for the purpose of influencing the outcome of the

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procurement or securing the contract, an amendment to the contract, or favorable treatment
concerning the contract, including making of any determination or decision about contract
performance.

5. CAPTIONS, HEADINGS AND ILLUSTRATIONS

The captions, illustrations, headings, and subheadings in this solicitation are for convenience and ease
of perusal only, and in no way define, limit or describe the scope or intent of the request.

6. CERTIFICATION
By signing the Bid and Acceptance Form (page 2 of the IFB), bidder certifies the following:

Bidder has examined and understands the terms, conditions, scope of work, specifications and
other documents in this solicitation.

The submission of the bid did not involve collusion or other anticompetitive practices and that
the bidder has taken steps and exercised due diligence to ensure that no violation of A.R.S.
§15-213(0) has occurred. Neither signatory nor any person on his behalf has connived or
colluded to produce a deceptive show of competition in the matter of the bidding or award of
a contract under this solicitation.

Bidder 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 bid.

Neither bidder, nor any officer, director, partner, member or associate of bidder, nor any of its
employees directly involved in obtaining contracts with the State of Arizona, Mohave
Educational Services Cooperative, Inc., or any subdivision of the state has been convicted of
false pretenses, attempted false pretenses, or conspiracy to commit false pretenses, bribery,
attempted bribery or conspiracy to bribe under the laws of any state or federal government for
acts or omissions after January 1, 1985.

Bidder agrees to comply fully with any and all provisions of ARS Title 32, Chapter 10 (Registrar
of Contractors) that may regulate bidder’s business.

Bidder shall not discriminate against any employee, or applicant for employment, in violation
of federal and state laws (see Federal Executive Order 11246; and ARS Title 41, Chapter 9,
Article 4).

Bidder is not currently suspended, debarred or otherwise precluded from participating in any
public procurement activity with any federal, state or local government entity.

If awarded a contract, bidder agrees to promote, offer and sell under Mohave contract only
those materials and/or services awarded to contract vendor by Mohave.

If awarded a contract, bidder shall provide the equipment, commodities, and/or services to
members of Mohave in accordance with the terms, conditions, scope of work, specifications,
and other documents of this Invitation For Bid.

If awarded a contract, bidder agrees that all staff and other individuals eligible to receive
services shall have equal access to the services regardless of race, religion, color, sex, disability,
age or national origin (including language minority individuals).

Bidder and all proposed subcontractors comply and shall remain in compliance with the Federal
Immigration and Nationality Act (FINA), all other federal immigration laws and regulations,
ARS §41-4401, and ARS §23-214, which requires compliance with current federal immigration
laws by Arizona employers, Arizona contractors and Arizona subcontractors in accordance with
the E-Verify employee eligibility verification program.

Bidder shall comply with ARS §35-393.01 and certify that they are not currently engaged in,
and agree that for the duration of the contract to not engage in, a boycott of Israel.

If applicable to the products and services offered under this contract, Bidder shall comply with
current applicable requirements of Health Insurance Portability and Accountability Act of 1996
(HIPPA), and accompanying regulations. Contract vendor agrees to work with the member in
the course of performance so that the member and contract vendor are in compliance with
HIPPA.

IFB 20Q-0107 4
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CONFIDENTIAL INFORMATION

7.1. Confidential information request: If bidder believes that its bid contains confidential trade
secrets or other proprietary data not to be disclosed, a statement advising Mohave of this fact
shall accompany the bid, and the information shall be so identified wherever it appears. Mohave
shall review the statement and notify the bidder of their determination in writing whether the
information shall be withheld or disclosed. Requests to deem the entire bid as confidential will not
be considered.

7.2. Pricing: Mohave will not consider pricing to be confidential or proprietary.

7.3. Public record: All bids submitted in response to this solicitation shall become the property of
Mohave. They will become a matter of public record available for review, subsequent to award of
contract(s), with the exception of information deemed confidential by Mohave.

CONFIRMATION

If an apparent mistake in a bid, relevant to the award determination is discovered after opening and
before award, Mohave shall contact the bidder for written confirmation of the bid. If bidder fails to
act, the bidder shall be considered non-responsive.

Mohave may contact a bidder to confirm our understanding of the bid. Such contact shall be prior to
award. Mohave shail obtain written confirmation from the bidder and shall retain the confirmation in
the procurement file. Correction of mistakes in a bid shall only be allowed as described in Arizona
procurement rules and code.

CONTRACT MANAGEMENT

9.1. Applicable law: The contract shall be governed by the laws of the State of Arizona, and suits
pertaining to the contract may be brought only in courts in the State of Arizona.

9.2. Application of law: The Arizona Procurement Code, the Arizona State Board of Education School
District Procurement Rules, and the Uniform Commercial Code (UCC) as adopted by the State of
Arizona, are part of this document as if fully set forth herein. Any provision or clause required by
law, rule or regulation to be included in the contract will be read and enforced as if in the contract,
whether or not physically included. If any such provision is not included, or is not correctly
included, contract will be amended in writing to make such inclusion or correction upon application
from either party to contract.

9.3. Arbitration: After exhausting applicable administrative review, the parties to this contract may
agree to resolve disputes arising out of or relating to this contract through arbitration, to the
extent allowed by law.

9.4. Assignment: Contract vendor shall assign no right or interest in this contract without prior written
permission from Mohave. No delegation of any duty of contract vendor shall be made without
prior written permission from Mohave. Mohave shall not unreasonably withhold approval and shall
notify contract vendor of its decision within fifteen (15) days of receipt of written notice from
contract vendor.

9.5. Contract claims or controversies: The requirements of the Arizona procurement rules and
code shall govern any contract awarded as a result of this solicitation, as well as any contract
claims or controversies associated with it.

Formal contract claims and controversies between a member and contract vendor shall be resolved
in accordance with R7-2-1155 through R7-2-1159, or ARS, Title 41, Chapter 23, Article 9, as
applicable. The member’s authorized representative shall serve as the district representative for
resolution of such claims and controversies. ARS, Title 41, Chapter 23, Article 9 and the rules
promulgated under it, or R7-2-1155 through R7-2-1159, as applicable, provide the exclusive
procedure for asserting a cause against the member under the contract.

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9.6. Contract placed on hold: Mohave shall have the ability to place a contract on hold, if it is
deemed necessary to address ongoing problems with an awarded contract. Details of the decision
to place the contract on hold shall be provided in a written deficiency notice. A reasonable amount
of time shall be provided to contract vendor to address issues in the written deficiency notice.

9.7. Modification of contract: An awarded contract may be modified for a variety of reasons.
Contract modifications will be issued as deemed necessary by Mohave to address contractual
issues that may arise.

9.8. Novation: If contract vendor sells or transfers all assets or the entire portion of the assets used
to perform this contract, a successor in interest must guarantee to perform all obligations under
this contract. Mohave reserves the right to accept or reject any new party. A simple change of
name agreement will not change the contractual obligations of contract vendor.

9.9. Order cycle overview:

One, or both, of the following order cycles will apply to an awarded contract. A sample
reconciliation report will be provided to contract vendors who have been awarded a contract.
Instructions for filling out the purchase order, or Pcard process, will be contained in that sample
reconciliation report.

For Procurements made with purchase orders:
1. Member forwards purchase orders to Mohave that lists the contract number, along with a
copy of detailed contract vendor quote. Vendor listed on the purchase order is contract
vendor.

2. Mohave reviews and emails member order with “MESC Reviewed” stamp, to contract
vendor and member.

3. Contract vendor provides product/services.

4. Contract vendor invoices member.

5. Member pays contract vendor.

6. Contract vendor sends monthly Reconciliation Report to Mohave.

7. Contract vendor remits administration fee monthly, based on invoices paid.

8. Mohave audits selected invoices.

For Procurements made with Pcards:
1. Member purchases directly from contract vendor using a Pcard and forwards a copy of
detailed contract vendor quote to Mohave (if applicable).
Mohave reviews and emails contract vendor quote with “MESC Reviewed" stamp, to
contract vendor and member (if applicable).
Contract vendor provides product/services.
Contract vendor invoices member (if not previously paid with Pcard).
Member pays contract vendor (if not previously paid with Pcard).
Contract vendor sends monthly Reconciliation Report and copy of detailed Pcard
transaction, invoice or quotation to Mohave.
7. Contract vendor remits administration fee monthly, based on Pcard purchases paid.
8. Mohave audits selected Pcard purchases.

9.10. Overcharges by antitrust violations: Mohave maintains that overcharges resulting from
antitrust violations are borne by the purchaser. Therefore, to the extent permitted by law, contract
vendor assigns to member any and all claims for such overcharges as to the products, materials,
processes or services used to fulfill the contract.

9.11.Relationship of the parties: Vendors receiving contracts under this solicitation are
independent contractors. Any party to the contract shall not be deemed to be the employee of
another party to the contract.

ANAwW

IFB 20Q-0107 4
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General Terms and Conditions
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9.9. Order cycle overview:

2. Mohave reviews and emails member order with “MESC Reviewed" stamp, to contract
vendor and member.

3. Contract vendor provides product/services.

4. Contract vendor invoices member.

5. Member pays contract vendor.

6. Contract vendor sends monthly Reconciliation Report to Mohave.

7. Contract vendor remits administration fee monthly, based on invoices paid.

8. Mohave audits selected invoices.

Qusw

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9.12. 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.

9.13.Successful performance: The sections of the solicitation defining the scope of services,
requirements, or qualifications are not to be construed as a complete listing that exempts
successful bidder from reasonable services required to ensure successful performance under the
contract.

9.14, Title: Purchase orders placed under this contract are on behalf of Mohave’s members. As such,
title to goods passes directly from contract vendor to member.

10. COOPERATIVE PURCHASING

10.1. Cooperative purchasing: This contract is based on the need for Mohave to provide the
economic benefits of volume purchasing and reduction in administrative costs through
cooperative purchasing to members. Any bid that prohibits sales to specific types of members
(e.g., state agencies or local government units) may not be considered. Sales without restriction
to any members are preferred.

10.2. Cooperative purchasing agreements: Cooperative Purchasing Agreements between Mohave
and its members have been established under Arizona procurement rules and code for use of
contracts.

10.3. Most favored customer relationship: Nothing in this solicitation is intended to establish a
most favored customer relationship between Mohave and contract vendor. Contract vendor may
respond to any solicitation without regard to this contract. Bidder agrees all prices, terms,
warranties, and benefits granted by bidder to members through this contract are comparable to
or better than the equivalent terms offered by bidder to any present customer meeting the same
qualifications or requirements. If contract vendor offers lower prices to any of its other
customers, it may lower its prices to Mohave at the same time by written notice.

10.4. Eligible agencies: Any contract awarded from this solicitation shall be available to all Mohave
members. Members shall have a current signed Mohave Cooperative Purchase Agreement.
Member is defined as a local or public procurement unit, or a governmental public entity that is
a political subdivision for purposes of federal income tax, or a nonprofit educational or public
health institution that is a political subdivision for purposes of federal income tax or meets the
requirements of Section 115 of the Internal Revenue Code. Mohave has approximately 470
members including public school districts, community colleges, city and county governments and
political subdivisions throughout Arizona. A list of members may be found on Mohave’s website,
www.mesc.org. Actual use of any contract shall be at the sole discretion of Mohave’s members.

11. ESTIMATED QUANTITIES

Mohave anticipates considerable activity resulting from this solicitation. An estimate of purchases is
provided in the Scope of Work (page 6) of the requested materials or services. However, no
commitment of any kind is made concerning quantities to be acquired. Mohave does not guarantee
usage. Usage depends on the actual needs of members and marketing by contract vendor.

12. EVALUATI

12.1.Basis of award: Award(s) will be made to the responsive and responsible bidder(s) whose
bid(s) is (are) determined in writing to be the low responsive and responsible bid or bids. Mohave
reserves the right to use model projects/market baskets to determine the ranking of bids. It is
Mohave’s intent to award a complete line of products, when possible and advantageous.

12.2. Exceptions/deviations to requirements: All requested exceptions/deviations must be
clearly explained. Unacceptable exceptions/deviations shall remove your bid from consideration
for award. Mohave shall be the sole judge on the acceptance of exceptions/deviations and
Mohave’s decision shall be final.

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12.3. Formation of contract: A response to this solicitation is an offer to contract with Mohave
based upon the terms, conditions, scope of work, specifications and amendment(s) contained in
this bid. A bid does not become a contract unless and until! Mohave accepts it. A contract is
formed when a Mohave administrator signs the award document.

12.4. Effect of price: No contract shall be awarded solely on the basis of price.

12.5. Multiple award: To assure that our contracts meet the requirements of all members, Mohave
may award multiple contracts. Bidder should consider this fact in preparing their response. The
decision to award multiple contracts, award a single contract, or make no award rests solely with
Mohave.

A multiple award shall be made only if the procurement officer determines in writing that a
multiple award is necessary and is advantageous to Mohave members. A multiple award shall be
limited to the least number of contracts necessary to meet the requirements of the using
agencies. Mohave shall make the sole determination of the least number of contracts required
to meet the need. Mohave’s basis for determining whether to award multiple contracts shall be
based upon considerations for the large number of members, diverse types of members, location
of members throughout Arizona and members’ past usage of similar contracts.

Criteria for selecting vendors for multiple contracts shall be based upon considerations for
members’ experience with existing products and systems, brand continuity for parts replacement
and future expansion, contract vendor's ability to provide for our large, diverse membership,
bonding capacity, Mohave’s past experience with contracts for similar product/services, and/or
other relevant criteria. Multiple contracts may also be awarded based on individual line items or
groups of line items, incrementally, or by designated regions.

12.6. Non-exclusive contract: Any contract resulting from this solicitation shall be awarded with
the understanding and agreement that it is for the sole convenience of Mohave’s members.
Mohave and its members reserve the right to obtain like goods and services from other sources.

12.7. Past performance information: Past Performance Information (PPI) is relevant information
regarding a contract vendor's actions under previously awarded contracts to public agencies. It
includes contract vendor's record of performance under such contracts including, but not limited
to: conformance to the terms, conditions, specifications and scope of work of the contracts,
responsiveness to, and correction of, contract claims and controversies, and satisfaction of the
contracting entities. PPI shall be a factor in evaluation and award.

12.8. Price workbook: All bidders must complete the 20Q Pre-engineered Shade Structures titled
“20Q-0107 Shade Structures Pricing Workbook”. Failure to complete and submit the 20Q
Pre-engineered Shade Structures workbook shall render your bid nonresponsive. The original,
unlocked Excel formatted pricing workbook shall be uploaded to ProcureNow. In addition, your
pricing workbook, your pricing schedules and any additional requested pricing shall be submitted
after Tab 3a in a searchable PDF format with your bid. If awarded a contract, all future pricing
updates shall be based on the electronic workbook, or similar approved format.

12.9. Pricing extension errors: In case of error in extension of prices in the bid, unit prices shall
govern.

12.10. Responsible bidder: A responsible bidder is a firm or person who at the time of contract
award has the capability to perform the contract requirements and the integrity and reliability
that will assure good faith performance. Mohave shall determine a bidder to be responsible
before awarding a contract to bidder.

12.11. Responsive bids: A responsive bid conforms in all respects to the material requirements of
the solicitation. Bids must be responsive to receive award consideration. Mohave reserves the
right to waive minor informalities.

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13. FEDERAL REQUIREMENTS

13.1. Affordable Care Act requirements: Contract vendor understands and agrees that it shall be
solely responsible for compliance with the Patient Protection and Affordable Care Act, Public Law
111-148 and the Health Care Education Reconciliation Act, Public Law 111-152 (collectively the
Affordable Care Act “ACA”). Contract vendor shall bear sole responsibility for providing health
care benefits for its employees who provide services to the member as required by state or federal
law.

13.2. Audit rights: In accordance with applicable Arizona law, contract vendor’s and subcontractor’s
books and records related to this contract may be audited at a reasonable time and place, for five
years after completion of the contract.

13.3.Clean Air Act, Clean Water Act and Environmental Protection Agency Regulations:
Contract vendor and its subcontractors shall comply with all applicable standards, orders or
requirements issued under section 306 of the Clean Air Act, section 508 of the Clean Water Act,
Executive Order 11738 and Environmental Protection Agency regulations (7 CFR 3016.36 (i)
(12)). This shall only apply to federally funded projects subject to the Clean Air Act, Clean Water
Act and current applicable EPA regulations.

13.4. Compliance with federal and state requirements: Contract vendor agrees, when working
on any federally assisted projects with more than $2,000 in labor costs, to comply with the
Contract Work Hours and Safety Standards Act, the Davis-Bacon Act, the Copeland “Anti-Kickback”
Act, the Housing and Urban Development Act of 1968, the Equal Opportunity Employment
requirements as amended by Executive Order. In such projects, contract vendor agrees to post
wage rates at the work site and submit a copy of their payroll to the member for their files.

In addition, to comply with the Copeland Act, contract vendor must submit weekly payroll records
to the member. Contract vendor must keep records for three years and allow the federal grantor
agency access to these records, upon demand. Contract vendor also agrees to comply with State
of Arizona Executive Order 75-5, as amended by Executive Order 99-4.

When working on any projects funded with federal grant monies, contract vendor agrees to comply
with the administrative requirements for grants and cooperative agreements to state, local and
federally recognized Indian tribal government contract provisions.

The forms listed below are incorporated by reference into this solicitation and any resultant
contract.

« HUD-5369, Instructions to Bidders for Contracts, Public and Indian Housing Programs

e HUD-5369-A, Representations, Certifications, and Other Statements of Bidders, Public and
Indian Housing Programs

HUD-5369-B, Instructions to Offerors Non-Construction

HUD-5369-C, Certifications and Representations of Offerors Non-Construction Contract
HUD-5370, General Conditions of the Contract for Construction

HUD-5370-C1, General Conditions for Non-Construction Contracts Section 1 (With or

Without Maintenance Work)
* HUD-5370-C2, General Conditions for Non-Construction Contracts Section 1 (With

Maintenance Work)

For federally funded projects only, the requirements of an applicable form shall supersede
conflicting requirements in this solicitation. The forms may be accessed via HUDClips

(http://www.hud.gov).

13.5. Compliance with workforce requirements: Pursuant to ARS §41-4401, contract vendor and
subcontractor(s) warrant their compliance with all federal and state immigration laws and
regulations that relate to their employees, and compliance with ARS §23-214 subsection A, which
states, “...every employer, after hiring an employee, shall verify the employment eligibility of the
employee through the E-Verify program.” [To register for E-Verify, go to: https://e-
verify.gov/employers/enrolling-in-e-verify]

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Mohave reserves the right to cancel or suspend the use of any contract for violations of
immigration laws and regulations. Mohave and its members reserve the right to inspect the papers
of any contract vendor or subcontract employee who works under this contract to ensure
compliance with the warranty above.

13.6. Contract vendor employee work eligibility: By entering into the contract, contract vendor
warrants compliance with ARS §41-4401, ARS §23-214, the Federal Immigration and Nationality
Act (FINA), and all other current federal immigration laws and regulations. Mohave and/or Mohave
members may request verification of compliance from any contract vendor or subcontractor
performing work under this contract. Mohave and its members reserve the right to confirm
compliance. Should Mohave or its members suspect or find that the contract vendor or any of its
subcontractors are not in compliance, Mohave may pursue any and all remedies allowed by law,
including, but not limited to suspension of work, termination of the contract for default, and
suspension and/or debarment of the contract vendor. All costs necessary for compliance are the
responsibility of the contract vendor.

13.7. Davis-Bacon wage decisions: For federally funded projects subject to the Davis-Bacon Act,
the member shall specify the applicable Davis-Bacon wage decision, prior to the contract vendor
providing a firm price quotation for the proposed project. The wage decision shall be identified
by the WD Number, modification number, and date of the wage decision. Davis-Bacon wage
decisions may be accessed via www.wdol.gov or by requesting a copy from the member.

13.8. Energy Policy and Conservation Act: Contract vendor and its subcontractors shall comply
with mandatory standards and policies relating to energy efficiency (7 CFR 3016.36 (i) (13)). This
shall only apply to federally funded projects subject to current applicable energy policies and the
Energy Conservation Act.

13.9.Non-compliance: All federally assisted contracts with members that exceed $10,000 may be
terminated by the federal grantee for noncompliance by contract vendor. In projects that are not
federally funded, bidder must agree to meet any federal, state or local requirements, as necessary.
In addition, if compliance with the federal regulations increases the contract costs beyond the
agreed on costs in this solicitation, the additional costs may only apply to the portion of the work
paid by the federal grantee.

13.10. Offshore performance of work prohibited: Due to security and identity protection
concerns, direct services under this contract shall be performed within the borders of the United
States. Any services that are described in the specifications or scope of work that directly serve
the State of Arizona or its clients and may involve access to secure or sensitive data or personal
client data or development or modification of software for the state shall be performed within the
borders of the United States. Unless specifically stated otherwise in the specifications, this
definition does not apply to indirect or ‘overhead! services, redundant back-up services or services
that are incidental to the performance of the contract. This provision applies to work performed
by subcontractors at all tiers.

13.11. Procurement of recovered material: Contract vendor and its subcontractors shall comply
with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act, as stated in 2 CFR 200.321.

13.12. Rights to inventions: Rights to inventions made under a contract or agreement as specified
under Appendix II to 2 CFR shall apply for federally funded projects.

13.13. Subcontracts: Prime Contractor, if subcontracts are to be let, will allow all business to have
an equal opportunity to sign up as a prospective bidder for work assigned under this contract.

13.14. Terrorism country divestments: In accordance with ARS §35-392, Mohave and its
members are prohibited from purchasing from a company that is in violation of the Export
Administration Act. By entering into the contract, contract vendor warrants compliance with the
Export Administration Act.

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13.15. Compliance to USDA solicitation requirements:

Bidder certifies that all pricing in their bid has been arrived at independently, without
consultation, communication or agreement, for the purpose of restricting competition, as
to any matter relating to such prices with any other bidder or with any competitor
certification regarding non-collusion.

Bidder agrees to comply fully with U.S. Department of Agriculture, the Arizona Department
of Education, U. S. Accounting Office, or any of their duly authorized representative to
allow access to any books, documents, papers, and records of the bidder, which are
directly pertinent to the specific contract, for the purpose of audits, examinations,
excerpts, and transcriptions. Additionally, the bidder shall provide all documents as
necessary for the independent auditor to conduct the school food authority (SFA) single
audit (if applicable). In the event of any unresolved audit findings, the records shall be
retained beyond the five (5) year period for as long as required for resolution of these
issues raised by the audit.

Bidder agrees to comply with all mandatory standards and policies relating to energy
efficiency as cited in the State Energy Conservation Plan issued in compliance with the
Energy Policy and Conservation Act (Public Law 94-163).

Bidder shall comply with Executive Order 11246, entitled Equal Employment Opportunity,
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in
Department of Labor regulations, 41 CFR Part 60 3016.36(i)(3).

Bidder shall comply with the following civil rights laws as amended: Title VI of the Civil
Rights Act of 1964; Title IX of the Education Amendments of 1972; Section 504 of the
Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Department of Agriculture
regulations on nondiscrimination 7 CFR 210.23 (b); Title 7 CFR parts 15, 15a, and 15b;
the Americans with Disabilities Act; and the FNS Instruction 113-6; “Civil Rights
Compliance and Enforcement in School Nutrition Programs”.

Bidder shall comply with the provisions of the Consumer Product Safety Act.

Bidder shall disclose all discounts, rebates, allowances and incentives received by the
bidder from its suppliers. If the bidder receives a discount, rebate, allowance, or incentive
from any supplier, the bidder shall disclose and return to the SFA, (if applicable), the full
amount of the discount, rebate, or applicable credit that is received based on the
purchases made on behalf of the SFA. The bidder shall identify the amount of each
discount, rebate and other applicable credit on bills and invoices presented to the SFA for
payment and individually identify the amount as a discount, rebate, or in the case of other
applicable credits, the nature of the credit according to 7 CFR 210.21(f)(1)(iv).

Bidder shall agree no expenditure may be made from the nonprofit school food service
account for any cost resulting from a procurement failing to meet the requirements of the
requirements for prohibited expenditures or as required in 7 CFR §210.21 or 7 CFR

§210.21(f)(2).

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14. FORCE MAJEURE

Except for payments of sums due, neither party shall be liable to the other, nor be deemed in default
under this contract, if and to the extent that such party’s performance of this contract is prevented by
reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of
the party affected and occurs without its fault or negligence, including, but not limited to the following:
acts of God (e.g. fire, flood, snow, earthquakes, tornadoes, violent winds, hail storms); acts of the
public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; lockouts; injunctions-
intervention-acts, or failures or refusals to act by government authority; and other similar occurrences
beyond the control of the party declaring force majeure, which such party is unable to prevent by
exercising reasonable diligence. The force majeure shall be deemed to commence when the party
declaring it notifies the other party of the existence of the force majeure and shall be deemed to
continue as long as the results or effects of the force majeure prevent the party from resuming
performance in accordance with the contract. Force majeure shall not include late deliveries of
equipment or materials caused by congestion at a manufacturer's plant or elsewhere, an oversold
condition of the market, inefficiencies, or similar occurrences. If either party is delayed at any time by
force majeure, the delayed party shall notify the other party in writing of such delay within forty-eight
(48) hours.

15. INDEMNIFICATION

15.1. General indemnification: To the extent permitted by law, Mohave and its members shall be
indemnified and held harmless by contract vendor for its vicarious liability as a result of entering
into this contract. Each party to the contract is responsible for its own negligence. Contract vendor
agrees to save and hold harmless Mohave and/or its members from any and all liability for loss or
damage to persons or property arising out of the work required by the contract. Contract vendor
further agrees to waive any right of recovery against Mohave and/or its members for damage to the
property of contract vendor, whether caused by negligence on the part of Mohave and/or its members
or otherwise. This provision includes specifically the waiver of right of recovery against Mohave
and/or its members for damage to property under contract and not yet formally accepted by member
even though said property at the time of loss may be occupied, in whole or in part, by member.

15.2. Modification by member: Contract vendor shall have no obligation with respect to any patent
and copyright infringement claim based upon member’s modification of the equipment and/or
software, or its operation or use with apparatus, data or programs not furnished by contract
vendor. However, one member’s action will not preclude contract vendor's obligation to members
who have not modified their equipment or software.

15.3. Patent and copyright indemnification: To the extent permitted by law, contract vendor shall
indemnify and hold harmless Mohave and its members against any liability, including costs and
expenses, for infringement of any patent, trademark or copyright arising out of contract
performance or use by Mohave and its members of materials furnished or work performed under
this contract. Mohave and its members shall reasonably notify contract vendor of any claim for
which it may be liable under this paragraph.

16. LICENSES

A contract vendor shall maintain in current status all federal, state and local licenses, bonds and permits
required for the operation of the business conducted by contract vendor. The contract vendor shall
remain fully informed of and in compliance with all current ordinances and regulations pertaining to
the lawful provision of services under the contract. Mohave reserves the right to stop work and/or
cancel the contract of any contract vendor whose license(s) expire, lapse, are suspended or terminated.
Contact vendor shall immediately notify Mohave of any expiration, lapse, suspension or termination of
license(s).

17. BID ACCEPTANCE PERIOD/ WITHDRAWAL

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