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LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND GENERAL ACRYLICS, INC. for Sports Coutts: New, Repair, and Maintenance THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of , 2021, between the City of Glendale, an Arizona municipal corporation (the “City”), and General Actylics Inc., a(n) Arizona Corporation authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS On February 2, 2021 under the Mohave Cooperative Purchasing Agteement, the Mohave Educational Services, Inc., entered into a conttact with Contractor to purchase the goods and services described in the 20N-GAI3-0202(“Cooperative Purchasing Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing Agreement permits its cooperative use by other governmental agencies including the City. Section 2-149 of the City’s Procurement Code permits the Materials Managet to procure goods and services by patticipating with other governmental units in cooperative: purchasing agreements when the best intetests of the City would be served. Section 2-149 also ptovides that the Materials Manager 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. The City desires to contract with Contractor for supplies ot services identical, or neatly identical, to the supplies or services Contractor is providing other units of government under the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to enter into this Agreement to provide the supplies and services set forth in this Agreement. 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. The City is purchasing supplies and/or services from Contractor pursuant to the Cooperative Purchasing Agteement. According to the Cooperative Purchasing Agreement, purchases can be made by governmental entities from the date of award, which was February 2, 2021, until the date the contract expires on February 2, 2023 unless the tetm of the Cooperative Purchasing Agreement is extended by the mutual agreement of the otiginal contracting parties. ‘The Cooperative Purchasing Agreement, however, may not be extended beyond February 2, 2026. The initial period of this Agreement, thetefore, is the period from the Effective Date of this Agreement until February 2, 2023. The City may renew the term of this Agreement for an additional three (3) one-year petiods, until the Cooperative Purchasing 1/2/2020 Agreement expires on February 2, 2026. Glendale renewals are not automatic and shall only occur if the City gives the Contractor notice of its intent to renew. The City may give the Contractor notice of its intent to renew this Agreement 30 days prior to the anniversary of the Effective Date to effectuate such renewal. Scope of Work; Terms, Conditions, and Specifications. A. Contractor shall provide City the supplies and/or setvices 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 tetms, 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 ptovided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C. B. The total putchase price for the supplies and/or services purchased under this Agteement ate estimated to be One Hundred Highty Seven Thousand Five Hundred dollars ($187,500) annually or Seven Hundred and Fifty Thousand dollars ($750,000) for the entite term of the Agreement (initial term plus any renewals). Cancellation. This Agreement may be cancelled pursuant to A.R-S. § 38-511. Non-discrimination. Contractor must not disctiminate against any employee ot applicant for employment on the basis of tace, color, religion, sex, national origin, age, marital status, sexual otientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran status ot any disability. Contractor will require any Sub-contractor to be bound to the same tequitements as stated within this section. Contractor, and on behalf of any subconttactors, wattants compliance with this section. Insurance Certificate, A certificate of insurance applying to this Agreement must be provided to the City prior to the Effective Date. E-verify. Contractor complies with A.R.S. § 23-214 and agtees to comply with the requirements of ARS. § 41-4401, No Boycott of Istael. 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 setvices from Istael, as that term is defined in ARS § 35-393. 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. 2 4/29/2021 10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’ tespective authorized representatives at the address listed below: City of Glendale c/o Timothy Rastedt 6210 W. Myrtle Avenue Suite 111, Building "A" Glendale, AZ 85301 And General Actylics Inc. c/o Jonnie Deremo - President 22222 N. 22"? Avenue Phoenix, AZ 85027 jderemo@generaldynamics.com IN WITNESS WHEREOF, the patties hereto have executed this Agreement as of the date and year set forth above. “City” “Contractor” City of Glendale, an Arizona General Actylics, Inc., municipal corporation an Atizona corpotati By: Kevin R. Phelps City Manager ATTEST: Julie K. Bower (SEAL) City Clerk APPROVED AS TO FORM: Michael D. Bailey City Attorney 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND General Acrylics Inc. EXHIBIT A (Mohave Cooperative Purchasing Agreement Contract No. 20N-GA13-0202 Sports Courts: New, Repair, and Maintenance, Awazd Letter, and Extension Letter) 4/29/2021 EXHIBIT A yf MOHAVE COOPERATIVE NOTIFICATION OF AWARD LETTER December 14, 2020 Sent this day via email to jderemo@qeneralacrylics.com Jonnie Deremo, President General Acrylics, Inc. 22222 N. 224 Avenue Phoenix, AZ 85027 Congratulations, General Acrylics, Inc's response has been awarded a contract under IFB 20N-1112. Attached is a copy of the Mohave signed Bid and Acceptance Form. Important notes and action items regarding the award are listed on the following pages. Some action items contain important deadlines noted in bold font. Be sure to meet the requests and/or requirements on or before the deadlines noted. Your organization is bound by the terms of this contract; only items specifically requested in this solicitation and awarded in your response to this solicitation will be authorized/allowed. Advise your Mohave customers to make purchase orders out to General Acrylics, Inc. In the event you receive a purchase order from a member that does not contain the “MESC REVIEWED” stamp, it should be faxed to (928-718- 3232), or emailed (orders@mesc.org) to Mohave for review. Do not perform any work or provide any products until you receive an “MESC Reviewed” purchase order. We highly recommend having your staff review our vendor information pages at (http://www.mesc.org/resources- brochures) to learn more about working with Mohave. Especially helpful is the Vendor Handbook. The procurement file for IFB 20N-1112 shall be made available for public inspection on December 14, 2020. Please check all the entries on the contract record attached. You may make additions or revisions to the description (40 words or less), contact persons, contact information, or other information about your contract. Email back any changes as soon as possible to mike@mesc.org. Your contract number is 20N-GAI3-0202 and will take effect on February 2, 2021. If you have any questions regarding your new contract, please call me at (928) 718-3203. We look forward to working with you and your company in the future. Marg VL Michael Nentwig, CPPB Contract Specialist I 625 East Beale Street, Kingman, AZ 86401 Phone: (928) 753-6945 — Fax: (928) 718-3232 mesc.org MSC 11/21/19 Bid and Acceptance Form (Place after Tab 1a) IFB 20N-1112 Sports Courts: New, Repair and Maintenance To Mohave Educational Services Cooperative, Inc.: The undersigned hereby certifies understanding and compliance with the requirements in all terms, conditions, specifications and amendments. Bidder further agrees to furnish materials and/or services in compliance with all terms, conditions, specifications and amendments in the solicitation and any written exceptions in the bid. Federal Employer Identification Number 86-0261915 Company Name _General Acrylics, Inc. Address 22222 N. 224 Avenue City Phoenix State AZ Zip 85027 Telephone Number 602-569-9377 The Bid and Acceptance Form should be submitted with a signature of the person authorized to sign the bid. The person signing the bid shall initial erasures, interlineations, or other modifications in bid. Failure to sign the Bid and Acceptaree Form, orto make other notations as indicated, may result in rejection of bid. Py Authorized Sig ZL Title President Primary Email jderemo@generalacrylics.com Alternate email jfudge@qeneralacrylics.com Note: The primary email address will be used for all communication from Mohave regarding your response to this solicitation. Provide an alternate email address that will be used only if the primary email address Is not valid. Printed Name Jonnie Defep The contract vendor shall not commence any billable work or provide any material or service under this contract unless and until contract vendor receives a purchase order with Mohave’s review noted. | Acceptance of Bid and Contract Award (Mohave Only) j Your Bid is Hereby Accepted: As an awarded contract vendor, you are now bound to sell the materials and/or services offered to and accepted by Mohave in accordance with the solicitation, including all terms, conditions, specifications, amendments and any accepted written exceptions. Your firm has been awarded all products and services, unless noted In your Notification of Award Letter. 20N-GAI3-0202 This contract shall be referred to as Contract Number 14 Awarded this day of December 2020. February This contract shall be effective the 2 day of 2021, Crt 2 1) tren Anita S, McLemore, C.P.M., Executive Director Mohave Educational Services Cooperative, Inc, IFB 20N-1112 2 1/5/2022 MOR AVA ae Modification of Contract ] Y, I COOPERATIVE (Contract Extension) (Page 1 of 3) Jonnie Deremo General Acrylics, Inc 22222 N. 22nd Avenue Phoenix, AZ 85027 RE: Contract # 20N-GAI3-0202 modification of contract through an extension of contract is made by, and between, General Acrylics, Inc and Mohave Educational Services Cooperative (Mohave). In accordance with its terms and conditions, Mohave requests to extend contract 20N-GAI3-0202 for a period of one (1) year, beginning 2/2/2022. The extension shall be under the same terms and conditions contained therein. Provide your agreement to extend by completing the appropriate information below and on the following pages. If the contract is extended, General Acrylics, Inc agrees to provide products or prices as per 20N -1112. By signing this Modification of Contract, you hereby certify to the best of your knowledge and belief that your firm complies with Byrd Anti-Lobbying Amendment 31 U.S. Code § 1352, 2 CFR § 200.450 and Federal Acquisition Regulation 52.203-11 We agree to modify and extend the contract as specified above, abiding by the current terms and Title President Date 1.5.22 Upon your signed, executed Modification of Contract through a Contract Extension, you shall be bound to sell the materials and/or services offered to and accepted by Mohave in accordance with the solicitation, including all terms, conditions, specifications, amendments and any accepted written exceptions. Pane dh Colbewrighs Nancy Colbaugh, CPPB Contracts Manager Mohave Educational Services Cooperative, Inc. 625 East Beale Street | Kingman, AZ 86401 Phone 928-718-3228 | Fax 928-718-3232 If all pages of this notice are not received at Mohave’s Kingman office on, or before, 2/2/2022, orders shall be held without processing. Email or fax completed extension to contracts@mesc.org or 928-718-3232. To terminate the contract effective 2/2/2022, email or fax a notice of your request to cancel the contract to contracts@mesc.org or 928-718-3232. You agree to complete any authorized work or orders received prior to that date. Renewals not received within 14 days following 2/2/2022 may result in cancellation of the contract. However, any authorized orders received prior to this date, shall be completed under this contracts terms and conditions. Modification of Contract (Page 2 of 3) (Contract Extension) Requested Pricing Modifications We list your contract as utilizing Combination. Please confirm the following regarding pricing under your contract: Our contract utilized firm-fixed pricing. We agree to hold the current prices until the next contract renewal date of 2/2/2023. _____ Our contract utilized percentage off MSRP/Retail pricing. The current price lists/catalogs are still applicable. X__Weare requesting a price modification. A price list/catalog will be submitted by March 31,2022 (insert Date) Remember that your firm cannot quote any new products contained in pricing submitted with your contract extension until it has been reviewed and a Contract Modification through a pricing update/product addition has been issued, Current contract pricing will remain in effect until this process is complete. Please verify that the following information Is correct and accurate: POs Attn: Order Desk Remit to: General Acrylics, Inc General Acrylics, Inc Accounts Receivable 22222 N. 22nd Avenue 22222 N. 22nd Avenue Phoenix, AZ 85027 Phoenix, AZ 85027 Member Contact: Jonnie Deremo Contract Administrator: Jonnie Deremo Phone Number: 602-569-9377 x102 Fax Number: 623-298-1310 Vendor Logo Currently, we have the following logo on file for use on our website in our product/vendor finder: Hh ° Since 1958 TRACKS, TENNIS COURTS AND SYNTHETIC TURF Na Licensed/Bonded If you wish to revise or update the logo we have on file, keep the following requirements in mind: © What file types are acceptable? Vector point files are highly recommended (such as .ai or .eps files). If you don’t have access to a vector point file, a large hi-resolution (approximately 150-300 dpi) JPEG, TIFF, BITMAP, GIF or PNG file will work. Having a file with a high dpi will help keep images looking sharp if we need to resize the logo. © What file size is recommended? There is no limitation to the logo file size. Modification of Contract (Page 3 of 3) (Contract Extension) Vendor Benefits Description Currently, we have the following information on our website detailing the benefits of your contract for our members to view: Since 1987, General Acrylics, Inc. has become the leading tennis sports courts contractor In Arizona and the entire Southwest region. Our motto "See the Difference" signifies our commitment to providing reliable products and quality installations, performed with integrity and to the customer's satisfaction. Jonnie Deremo has always ensured that General Acrylics is a leader In the sports construction industry by continuing to developing innovative products, applications and construction methods. Following these goals, principles and providing industry leadership has made General Acrylics the most sought after contractor in our field of construction General Acrylics, Inc. has always operated under the philosophy of providing our customers the best products and service with a fair price. We feel that we can provide customers in our area with better service than our competition because of our location, company size and our company goals. Tennis and sports courts are our business, not just a sideline. Since 1987, we have seen fifteen or more tennis and sports courts contractors come and go. The price that our customers pay for our services is justified by the quality of the completed project, the service they receive, and the comfort of knowing that, if there is a problem, we will still be here to honor our warranty. Based on these principles, this guarantees "added value". If you wish to revise or update the vendors benefits information we have on file, keep the following requirements in mind: ‘The description should be 150-200 words that explain the benefits that your company can provide to our members through your Mohave contract. ‘The description should give a brief overview for members who may be accessing information about your contract from our product vendor finder on Mohave's website. -Please note that Mohave reserves the right to revise or modify the information provided either for content or length. Email or fax request for information revisions or additional information to contracts@mesc.org or 928-718-3232. If you have any questions, contact your Contract Specialist either via email at michael@mesc.org or phone 928-718-3222. 1, Scope of Work (Place after Tab 1e) DESCRIPTION In order to gain economies of scale, Mohave is formally soliciting sources for construction of new outdoor sports courts. Or upgrade, repair or maintenance of existing outdoor sports courts. Outdoor sports courts include, but not be limited to tennis, basketball, pickleball, four square or volleyball as specified within this Invitation for Bid. These products/services are requested for Mohave’s statewide membership of approximately 470 public agencies. However, other members may be added during the term of an awarded contract(s). A current list of all members can be found on Mohave’s website at www.mesc.org. Contracts, in whole or in part, shall be awarded to bidder, or bidders, for an initial one (1) year term and four (4) potential one-year extensions (contract modification). The scope of work/services and specifications define the quality and characteristics of the desired materials and application. They are based upon specifications for known acceptable manufacturers, processes, materials and/or of sports courts. The specifications are not intended to be exclusive or to restrict competition. Bidders may offer alternate solutions, including alternate manufacturers, which meet the quality and performance characteristics in the specifications. Mohave shall review such bids and be the final judge on the acceptance of any alternate solutions. e Arizona Registrar of Contractors License clarification: = Specification 1.1.10 requires an awarded vendor to have and maintain a current Arizona Registrar of Contractors license in order to utilize subcontractors with a similar license. This information was confirmed via an email with the Licensing Department of the Arizona Registrar of Contractors. Bidders shall provide evidence that they have a current A General Engineering license or are in the process of being awarded a license by the Arizona Registrar of Contractors. = Bidders that are in the process of applying for a contractor's license, shall provide in Tab 2b a copy of the Arizona Registrar of Contractors application receipt with pending number included. An awarded contract will be contingent on successful award of an identified Arizona Registrar of Contractors License. One contract vendor holds Mohave’s current contract for the specified products and services. Activity under the contract from 2/1/2016 including year to date activity (as of the publication date of this IFB) is $5,316,750. This information is provided as an aid to bidders in preparing bids only. It is not to be considered a guarantee of volume under an awarded contract. The discount and pricing schedule shall apply regardless of the volume of business under the contract. IFB 20N-1112 | 6 Since 1958 TRACKS, TENNIS COURTS gz AND SYNTHETIC TURF > Ucensed/Bonded Mohave Educational Services Cooperative, Inc. IFB 20N-1112 Bid Date & Time: November 12, 2020 @ 3:00 pm (local Arizona Time) Submitted By: General Acrylics, Inc. 22222 North 22™ Avenue Phoenix, Arizona 85027 7 Ae anaiiicas SPOILS BUYT DE RS 7 ett gen 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. 1, 2, 4 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. CANCEL ce) 4.1. Cancellation Process: The following requirements shall apply to all cancellation notices issued under an awarded contract: e 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. ¢ Upon cancellation, all products, materials, processes and services pald for by the member, along with documents, data and reports prepared by contract vendor under the contract shall become the property of the member. ¢ Contract vendor shall 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. IFB 20N-1112 4 6 General Terms and Conditions (Place after Tab 1c) 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 “tow 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; e 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. IFB20N-1112 4 7 General Terms and Conditions (Place after Tab 1c) 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 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 IL RA’ Ss 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, conditlons, 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, disabllity, age or national origin (including language minority individuals). Bidder and all proposed subcontractors comply and shall remain in compliance with the Federal Immigration and Natlonality 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 eligibllity 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. IFB20N-1112 4 8 7. 9. General Terms and Conditions (Place after Tab 1c) ¢ — 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. 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 shall 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 recelpt 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. IFB 20N-1112 4 9 General Terms and Conditions (Place after Tab 1c) 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. 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. Detalls of the decision to place the contract on hold shail 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 reconcillation 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. Mohave reviews and emails member order with “MESC Reviewed’ stamp, to contract vendor and member. Contract vendor provides product/services. Contract vendor invoices member. Member pays contract vendor. Contract vendor sends monthly Reconciliation Report to Mohave. Contract vendor remits administration fee monthly, based on invoices paid. Mohave audits selected invoices. N PSNAMAW 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. Contract vendor remits administration fee monthly, based on Pcard purchases paid. Mohave audits selected Pcard purchases. N On AAW IFB 20N-1112 = 5 0 General Terms and Conditions (Place after Tab ic) 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. 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, tequirements, 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. 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. EVALUATION an ARD 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 IFB20N-1112 5 1 General Terms and Conditions (Place after Tab 1c) 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 shail be final. 12.3, Formation of contract: A response to thls 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, Market basket: If bidder Is providing an alternative product in the required Market Basket, bidder must provide specifications for those products. White papers are not specifications and are not acceptable. 12.6, Multiple award: To assure that our contracts meet the requirements of all members, Mohave may award multiple contracts. Bidder should consider thls 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. 12.7. 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. 12.8, 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. 12.9. Price workbook: All bidders must complete the 20N Sports Courts: New, Repair and Maintenance workbook titled “20N Sports Courts.xisx”, Failure to complete and submit the 20N Sports Courts: New, Repair and Maintenance workbook shall render your bid nonresponsive. The original, unlocked Excel formatted pricing workbook shail 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. 12.10. Pricing extension errors: In case of error in extension of prices in the bid, unit prices shall govern, IFB 20N-1112 5 2 General Terms and Conditions (Place after Tab ic) 12.11. Responsible bidder: A responsible bidder is a firm or person who at the time of contract award has the capabillty 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, 12.12. 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. 13. FEDERAL and STATE 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 shail 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. e 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) e HUD-5370-C2, General Conditions for Non-Construction Contracts Section 1 (With Maintenance Work) eevee IFB 20N-1112 5 3 General Terms and Conditions (Place after Tab 1c) 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 reglster for E-Verify, go to: https://e- verify.gov/employers/enrolling-in-e-verify] 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. IFB 20N-1112 5 4