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LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND SARATOGA RACK MARKETING, LLC THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of » 2023, between the City of Glendale, an Arizona municipal corporation (the “City”), and Saratoga Rack Marketing, LLC, a Delaware limited liability company, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS On November 17, 2022, under State of Atizona-ADOT Cooperative Purchasing Agreement, the State of Arizona entered into a contract with Contractor to purchase the goods and services described in the Bulk Fuel and Bulk Fuel Propane Contract No. CTR063145 (“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 Manager to procure goods and services by participating with other governmental units in cooperative purchasing agreements when the best interests of the City would be served. Section 2-149 also provides 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 or services identical, or nearly 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 Agreement. According to the Cooperative Purchasing Agreement, purchases can be made by governmental entities from the date of award, which was November 17, 2022, until the date the contract expires on November 16, 2023 unless the term of the Cooperative Purchasing Agreement is extended by the mutual agreement of the original contracting parties. The Cooperative Purchasing Agreement, however, may not be extended beyond November 16, 2027. The initial period of this Agreement, therefore, is the period from the Effective Date of this Agreement until November 16, 2023. The City may renew the term of this Agreement for four (4) additional 1/2/2020 one-year renewals until the Cooperative Purchasing Agreement expires on November 16, 2027. 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 services identified in the Scope of Work attached as Exhibit B. B. Contractor agrees to comply with all the terms, conditions and specifications of the Cooperative Purchasing Agreement. Such terms, conditions and specifications are specifically incorporated into and are an enforceable part of this Agreement. Compensation. A. City shall pay Contractor compensation at the same rate and on the same schedule as provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C. B. The total purchase price for the supplies and/or services purchased under this Agreement shall not exceed seventeen million five hundred thousand dollars ($17,500,000) for the entire 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 discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran status or any disability. Contractor will require any Sub-contractor to be bound to the same tequitements as stated within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section. Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the City prior to the Effective Date. E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of A.R.S. § 41-4401. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393. 4/29/2021 9. 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. 10. Notices. Any notices that must be provided under this Agreement shall be sent to the Patties’ respective authorized representatives at the address listed below: City of Glendale — Fleet Management c/o Craig Croner 6210 W. Myrtle Avenue, #111 Glendale, AZ 85301 And Saratoga Rack Marketing, LLC c/o Josh Eppetson, Division Director, Government Sales 5508 Lonas Dtive Knoxville, TN 37909 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above. “City” “Contractor” City of Glendale, an Arizona Saratoga Rack Marketing, LLC, municipal corporation a Delaware limited liability company By: By: Kevin R. Phelps Nathe’ pa Cashinarete———__ City Manager Tide: Vice President, Business Development 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 SARATOGA RACK MARKETING, LLC EXHIBIT A STATE OF ARIZONA-ADOT CONTRACT NO. CTR063145 BULK FUEL AND BULK FUEL PROPANE 4/29/2021 DocuSign Envelope ID: 7E999529-B015-484A-9178-75AA10A6BBCA ADOT Procurement OFFER AND ACCEPTANCE OFFER TO THE STATE OF ARIZONA: The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and amendments of this solicitation and any written exceptions in the offer. Signature also acknowledges receipt of all pages indicatedin the Table of Contents. ‘DocuSigned by: Saratoga Rack Marketing LLC Bee ‘ Offeror (Company) Name Signature of Person Authorized to Sign Offer 5508 Lonas Dr, Bill Cashmareck 9/7/2022 Address Printed Name Date Knoxville TN 37909 ice President Business Development. City State Zip Title GovBiz@Saratogarack.com 865.410.4384 Email Address Phone Number GovBiz@Saratogarack.com Company Email Address Fax Number By signature in the Offer section above, the Offeror certifies that the submission of the Offer did not involve collusion or other anticompetitive practices. ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY) The Contractor isnow bound to perform based upon Contract Number CTR063145 including all terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the state. The Contractor is hereby cautioned not to commence any billable work or provide any material, service or construction under this contract until contractor receives a purchase order document. State of Arizona Effective this 17 day of November 2022 ‘DocuSigned by: Sldh.b 11/17/2022 Procurement Officer Awarded Date Solicitation No: BPM04763 Available online at Page 1 of 1 https://app.az.gov Rev 04/2020 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND SARATOGA RACK MARKETING, LLC EXHIBIT B Scope of Work PROJECT For the purchase of gasoline and diesel fuel for City of Glendale on an as-needed basis. 4/29/2021 STATE OF ARIZONA ADOT ARIZONA DEPARTMENT OF TRANSPORTATION 1739 W. Jackson St., Ste. A Procurement Phoenix, AZ 85007 REQUEST FOR PROPOSAL SOLICITATION NUMBER: BPM004763 DESCRIPTION: Bulk Fuel and Bulk Fuel Propane QUESTIONS: Inquiries regarding the solicitation are to be submitted online through the State’s e-Procurement system, Arizona Procurement Portal (APP) (https://app.az.gov/) using the Discussion Forum tab. OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION. Kim Matura Procurement Officer Phone: 602-712-7686 Email: kmatura@azdot.gov This solicitation is issued in accordance with A.R.S. §41-2534 and A.A.C. R2-7-C301 et seq., Competitive Sealed Proposals. “An Equal Opportunity Agency” The Arizon ment of Tre tion, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252.42 U.S.C. §§ 2000d-4) and the Americans with Disabilities Act (ADA), hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin in consideration for an award. Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-2089. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation. Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602) 712-2089. Rev. 04/2020 ADOT TABLE OF CONTENTS Procurement SECTION PAGE Notice 1 Table of Contents 2 Scope of Work 3 Special Terms and Conditions 9 Uniform Terms and Conditions 19 EXHIBITS 1- Title VI/Non-Discrimination Assurances Appendix A 28 2- Title VI/Non-Discrimination Assurances Appendix E 30 3 — Quarterly Usage Report 32 4— ADOT Fuel Tank Location and Annual Estimated Usage 33 5 — ADOC Fuel Tank Location and Annual Estimated Usage 44 Solicitation No: BPM004763 Available online at Page 2 of 46 https://app.az.gov, ADOT SCOPE OF WORK Procurement 1. Statement of Need 1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Bulk Fuel and Bulk Fuel Propane. 2. General Requirements 2.1. Bulk Fuel Delivery Method 2.1.1.The method of delivery is either “Tank Wagon” “Truck”, “Pump Truck” “Tanker Truck” or “Truck/Trailer.” This has been determined by tank capacity, location of tanks and/or frequency of deliveries for the smaller tanks before larger tanks can accept a sizeable load. Customer shall communicate to contractor any special fitting needs. 2.1.2.Contractor shall be prepared, upon delivery, for pumping into above ground tanks if designated by eligible agency. 2.1.3.Delivery before 1:00 pm if it is preferred by the eligible agency. 2.1.4.Ordered quantity versus delivered quantity. If there is a discrepancy with the quantity ordered verses quantity delivered, the order pricing tier shall prevail. With the exception that the eligible agency has insufficient space in the tank to deliver ordered quantity. If insufficient space in the tank is noted, the Contractor will adjust the pricing tier as necessary and communicate that to the eligible agency. Contractor shall make every reasonable effort to deliver ordered quantity. 2.1.5.This contract is for the purchase of Bulk Fuel. Bulk Fuel is defined as 500 gallons or more. 500 gallons is limited to a combined fuel order per site. If a combined fuel type of 500 gallons of fuel is not ordered per site, the contractor may apply a special order quantity fee. Any special order quantity fee to be noted at upon order and prior to delivery. The special order quantity fee shall be listed on the Pricing Spreadsheet. 2.2. Bulk Fuel Delivery Ticket 2.2.1.A delivery ticket which delineates the Contractor's name, address, type of fuel being delivered, grade of fuel being delivered, and the fuel tank monitoring gage reading of the site’s fuel tank prior to unloading and again once fuel has been loaded. The delivery ticket shall be provided at the time of each delivery and left at the fuel site. A copy of the same delivery ticket shall be emailed to the individual listed on the eligible agencies’ purchase order within three (3) business days of delivery. The State shall only authorize payment for the actual (net) quantity of fuel delivered to each site. Solicitation No: BPM004763 Available online at Page 3 of 46 https://app.az.gov, ADOT SCOPE OF WORK Procurement a. Time and execution of deliveries for each county need to be completed before seventy-two (72) hours of issuance of purchase order unless authorized by the eligible agency. 3. ARIZONA DEPARTMENT OF TRANSPORTATION REQUIREMENTS The following shall apply to the Arizona Department of Transportation (ADOT) only. 3.1. Northern locations designated by agencies require Winter Blended Diesel Fuel with a “pour point additive” which will take it to (-40 or -20 degrees) below zero from October 1st to April 1st. Blending is to be done prior to delivery at these sites from October 1st to April 1st. Additive type must be stated on delivery ticket. 3.2. Above-ground tanks may require the Contractor to provide pump with hose. The Contractor must contact the eligible agency to verify before delivery. 3.3. Contractor must report spills within one (1) hour of the incident and any spill over one (1) gallon is considered a reportable spill to the agency. The Contractor must report a spill to: ADOT Fuel Systems Management at 602-712-6526 when spillage occurs. If spill occurs after regular business hours, contact 602-712-6466. 4. ARIZONA DEPARTMENT OF CORRECTIONS REQUIREMENTS The following shall apply to the Arizona Department of Corrections (DOC) only. 4.1. The State will require the implementation of a “Key Fill” Program to monitor the tank capacity and ensure both Bulk Fuels and Bulk Fuel Propane tanks are always filled with their designated fuels if the tank is measured below key. 4.2. Contraband — Arizona Department of Corrections 4.2.1.Any person who takes contraband into or out of, or attempts to take into or out of a correctional facility or the grounds belonging to or adjacent to a correctional facility, any item not specifically authorized by the correctional facility shall be prosecuted under the provisions of the Arizona Revised Statutes. All personnel, including employees and visitors, entering upon these confines are subject to routine searches of their person, vehicles, property or packages. 4.2.2.Definition A.R.S §13-2501: Contraband means any dangerous drug, narcotic drug, intoxicating liquor of any kind, deadly weapon, dangerous instrument, explosive or any other article whose use or possession would endanger the safety, security, or preservation of order in a correctional facility or any person therein. (Any other article includes any substance which could cause abnormal behavior, i.e. marijuana, non-prescription medication, etc.) 4.3. PROMOTING PRISON CONTRABAND A.R.S. §13-2505 Solicitation No: BPM004763 Available online at Page 4 of 46 https://app.az.gov, ADOT SCOPE OF WORK Procurement 4.3.1.A person, not otherwise authorized by law, commits promoting prison contraband: a. By knowingly taking contraband into a correctional facility or the grounds of such a facility. b. By knowingly conveying contraband to any person confined in a correctional facility. c. By knowingly making, obtaining or possessing contraband while being confined in a correctional facility. d. Promoting prison contraband is a class 5 felony. 5. Fuel Specifications 5.1. Gasoline and Oxygenated Fuels 5.1.1.All Gasoline shall conform to American Society for Testing and Materials (ASTM) Standard Specification D4814-01A for the State of Arizona and any ASTM revision thereafter, subject to the rules, regulations and Clean Air Act waivers of the U.S Environmental Protection Agency (EPA), and Arizona State Statutes which require the use of reformulated oxygenated gasoline and specify maximum vapor pressures for certain areas. 5.1.2.All regular grade unleaded gasoline fuel shall have a minimum octane (RON plus MON/2) of 87. 5.1.3.All oxygenated or blended fuels shall conform to the ASTM D4814 standard specifications for the State of Arizona and meet any EPA waivers for oxygenated or blended fuels. 5.1.4.All fuels shall be blended for climatic conditions and local requirements at each delivery site, i.e. summer/winter blends. 5.1.5.Fuel suppliers are responsible for any fuel delivered that can be verified and does not meet the mixing parameters listed in the Scope of Work and that subsequently cause damage to the states fleet 5.2. Diesel Fuel 5.2.1.All diesel fuel shall conform to ASTM D975-02 standard specifications for No. 2 diesel fuel for the State of Arizona and any ASTM revisions thereafter, and EPA’s Ultra Low Sulfur Diesel (ULSD) fuel standards. 5.2.2.All fuels shall be blended for climatic conditions and local requirements at each delivery site, i.e. summer/winter blends. Solicitation No: BPM004763 Available online at Page 5 of 46 https://app.az.gov, ADOT SCOPE OF WORK Procurement 5.2.3.Fuel suppliers are responsible for any fuel delivered that can be verified and does not meet the mixing parameters listed in the Scope of Work and that subsequently cause damage to the states fleet. 5.2.4.Winter blended diesel fuel will contain a “pour point additive” which will take it to -40 degrees below zero for above ground tanks and -20 degrees for below zero for below ground tanks from October 1st to April 1st. Bidder shall identify type of additive offered on the delivery ticket. 5.2.5.Contractor must have a procedure in place to correct any possible gelling issues that involve winterizing agents. 5.3. Liquid Propane Gas (LPG) 5.3.1.All propane shall conform to ASTM D1835-97 standard specifications and be automotive grade, “LPG-HD5” and all State and Federal regulations. 5.3.2.Provision of Tank: If required, Contractor shall provide and install the appropriate sized tank (with dispenser if needed) for any eligible agency locations requesting propane. All requested tanks shall be new or approved refurbished tanks. 5.3.3.Tanks must comply with all federal, State, and Local safety standards and code requirements. 5.3.4.Contractor shall be responsible for obtaining all permits required for installation of an above ground LPG fuel site. 5.3.5.This contract is for the purchase of Bulk Fuel Propane. Bulk Fuel Propane is defined as 50 gallons or more. 50 gallons is a combined propane order per site. If a combined 50 gallons of propane is not ordered per site the contractor may apply a special order quantity fee. Any special order quantity fee to be noted at upon order and prior to delivery. The special order quantity fee shall be listed on the Pricing Spreadsheet. 5.4. Ethanol 5.4.1.Ethanol product(s) shall be provided in compliance with U.S Department of Energy, Energy Policy Act of 1992, and all State and Federal regulations and must conform to ASTM D 5798 standard specifications and any ASTM revisions thereafter. 5.4.2.The State will not accept Ethanol Blends in gasoline and diesel above 10% content. 6. Pricing Solicitation No: BPM004763 Available online at Page 6 of 46 https://app.az.gov, ADOT SCOPE OF WORK Procurement 6.1. Fuel/Diesel Pricing Stricture: Pricing will be two-facets (OPIS Daily A.M. Rack Rate and Contractor’s Margin) as identified below: 6.1.1.0il Price Information Service (OPIS) Daily 10 A.M. Eastern Standard Time (EST) Rack Rate (to include rack choice location): a. The choice of rack location (Phoenix, Tucson, etc.) to be used as the daily OPIS price of each day rack shall remain consistent for the life of the contract. Rack choice shall be noted on the invoice. b. Each county price in the State will conform to the daily OPIS price for the daily A.M. rack rate. 6.1.2.Contractor’s Margin (to include delivery fee and Contractor’s mark-up) which is identified as a dollar amount per gallon) a. The Contractor’s Margin shall include all costs required to deliver and unload fuel into requesting agency’s storage tank. b. The Contractor’s Margin shall be identified as an additional cost per gallon and listed on the pricing sheet attachment. c. The Contractor shall list the margin as a separate line item on the Delivery ticket and invoice as specified in the Special Terms and Conditions section 6. 6.2. Propane Pricing Structure: Pricing will be two-facets (Principal Average Monte Belvieu price and Contractor’s Margin) as identified below: 6.2.1.Principal Average Mont Belvieu price: The price published bt Butane-Propane News (BPN) in the “Weekly Propane Newsletter’ each Thursday shall be in effect for purchases beginning Monday of the next week. If BPN does not publish a price for Mont Belvieu in the current week, the most recent published price shall prevail. 6.2.2.The Contractor may use Oil Price Information Service (OPIS), in order to determine the actual purchase price in lieu of the BPM published price. 6.2.3.Contractor’s Margin (To include delivery fee and Contractor’s mark up) which is identified as a dollar amount per gallon: a. The Contractor’s Margin shall include all costs required to deliver and unload fuel into eligible agency’s storage tank. b. The Contractor’s Margin shall be identified as an additional cost per gallon and listed in the pricing sheet attachment. c. The Contractor shall list the margin as a separate line item on the Delivery ticket and invoice as specified in the Special Terms and Conditions section 6. 6.3. Propane Rental/Purchasing Price Structure: The Eligible agency may rent or purchase propane tanks as necessary: Solicitation No: BPM004763 Available online at Page 7 of 46 https://app.az.gov, ADOT SCOPE OF WORK Procurement 6.3.1. Rental: Pricing for a rental of new or approved refurbished propane tank ans one dispenser (1-gallon meter), if required, shall be based on a one-time annual fee. An estimate for the rental of the equipment must be approved in writing by the eligible agency. 6.3.2. Purchase: The eligible agency may purchase propane tanks at their discretion. An estimate for the purchase of the tank must be submitted with any and all costs associated with the purchase to include installation and setup fees as listed in section 5.3 of Scope of Work. In addition the estimate must be approved in writing by the eligible agency. 7. Contractor’s Responsibilities 7.1. The Contractor shall be required, upon delivery, to pump all fuels from containers into using agency’s storage tanks. It is the responsibility of the Contractor to supply pumps, hoses, etc. to appropriately pump the fuels to the storage tanks. 7.2. The Contractor shall ensure delivery of correct quantities ordered. All deliveries are subject to two percent (2%) plus/minus. Contractor must endeavor to deliver amount ordered by the eligible agency at all times.. 7.3. The Contractor must have a daily Oil Pricing Information Service (OPIS) subscription for fuel. 7.4. The Contractor must have a Butane-Propane News (BPN) subscription for propane or Oil Pricing Information Service (OPIS) subscription for propane. 7.5. The Contractors are responsible for any fuel delivered that can be verified and does not meet the mixing parameters listed in the Scope of Work and that subsequently cause damage to the State’s fleet. 7.6. The Contractor shall be responsible for clean-up of all spillage, which may occur during transit, loading or unloading operations. Definition of a spill is in the amount of One (1) gallon; also the spill bucket or spill box must be free of debris and fuel at completion of the delivery. 7.7. The Contractor shall immediately report any spillage or damage to the using agency. Clean up of spillage and/or repairs to the damaged equipment shall be performed by contractor in accordance with EPA and State of Arizona guidelines. (See section 3 for ADOT requirements). Fuel delivery trucks shall at all times comply with current State of Arizona and Federal regulations pertaining to fuel vapor control. 7.8. Emergency 7.8.1.During a natural disaster, or homeland security event, there may be a need for the State to access the Contractor’s business for products and/or services twenty-four (24) hours a day, Solicitation No: BPM004763 Available online at Page 8 of 46 https://app.az.gov, ADOT SCOPE OF WORK Procurement seven (7) days a week, three hundred sixty-five (365) days a year. The need could be for a pick up or a delivery. For this purpose, a primary and secondary emergency representative name and phone number are required during the term of any resultant contract. It is critical to the State this information remains current at all times. All products or services provided to meet an emergency request are to be supplied as per the contract prices, terms and conditions. The Contractor shall be compensated for an after hours emergency opening of the business, if any, at the rate identified. 8. Department’s Responsibilities 8.1. The Eligible Agencies will provide final acceptance and approval of any product delivered. 8.2. The Eligible Agencies will provide authorization as necessary for any work approved as listed in the Scope of Work. Solicitation No: BPM004763 Available online at Page 9 of 46 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement som — i 2. X ff 3. \ 4 J (i | 1. ,CONTRACT TERM The term of any resultant contract shall commence on the effective date of award and shall continue for a period of twelve (12) months thereafter, unless terminated, cancelled or extended as otherwise provided herein. ‘CONTRACT EXTENSION y By mutual written contract amendment, any resultant contract may be extended for supplemental periods of up to a maximum of forty-eight (48) months. ELIGIBLE AGENCIES This contract shall be for the use of all State of Arizona departments, agencies and boards. In addition, eligible universities, political subdivisions and nonprofit educational or public health institutions may participate at their discretion. In order to participate in any resultant contract, a university, political subdivision or nonprofit educational or public health institution must have entered into a cooperative purchasing agreement with the State Procurement Office as required by A.R.S. §41-2632. This cooperative purchasing agreement must be in effect at the time of order. The Contractor shall verify if an ordering entity is an eligible cooperative purchasing member before selling materials to or providing services for them under the contract. The current list of cooperative purchasing members is available on the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting. NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non- profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code. NON-EXCLUSIVE CONTRACT This contract shall be for the sole convenience of the Department. The Department reserves the right to obtain like goods or services from another source when necessary. The Off-Contract Purchase Authorization and subsequent procurement shall be consistent with the Arizona Procurement Code. ORDERING PROCESS Eligible Agencies shall issue a purchase order to the Contractor. Each purchase order must cite the contract number. This purchase order shall be the only document required for an Eligible Agency to order and the Contractor to deliver the material and/or service. Any attempts to represent any material and/or service not specifically awarded as being under contract is a breach of the contract and a violation of the Arizona Procurement Code. Any such Solicit ‘ation No: BPM004763 Available online at Page 10 of 46 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement action is subject to the legal and contractual remedies available to the State inclusive of but not limited to contract cancellation, suspension and/or debarment of the Contractor. Contractor shall acknowledge each order from Eligible Agencies in conformance with each agency’s instructions given at the time of ordering. Orders from eligible cooperative purchasing members create no obligation on State’s part. Notwithstanding, the Contractor shall fulfill orders under the Contract to any Eligible Agency. The Contractor’s refusal to do so would be a material breach of the Contract. 6. INVOICING REQUIREMENTS Separate invoices are required for each delivery of service and shall include at a minimum: Department Location’s Name and Address Vendor Name, Remit to Address and Contact Information Contract Number Purchase Order Number Invoice Number and Date Date the items were shipped to the Department Contract Line Item Number Line Item Description or Item or Service Quantity Purchased Line Item Unit of Measure Price per Unit and Total per Unit Net Unit Price and Total per Unit (if applicable) Applicable taxes Applicable Shipping/Freight Charges Total Invoice Amount Due Oil Price Information Service (OPIS) rate Margin rate Delivery date eeoeoecevowereweeweweeeeeeee All invoices must clearly outline: type of fuel, rack price, contracted price (plus or minus rack), applicable taxes, delivery date and description of any extra fees (environmental fee, etc.). Invoices not sent to the proper address, or not containing the necessary and required information may delay payment. A Contractor whose payments are delayed due to improper invoicing shall make no claim against the Department or the State for late or finance charges. The Department will make every effort to process payment within thirty (30) calendar days after acceptance of services. Delivery of the service to the Department does not constitute acceptance. The date the Department accepts delivery of services shall be the valid date for starting the thirty (30) calendar day payment period. Solicitation No: BPM004763 Available online at Page 11 of 46 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement 7. 8. 9. 10. 11. Payment due dates, including discount periods, will be computed from the date of acceptance or date of correct invoice (whichever is later) to the date the Department’s warrant is mailed. ESTIMATED USAGE The Department anticipates considerable usage under this contract. The Department reserves the right to increase or decrease actual quantities ordered as circumstances may require. No guarantees are made concerning actual purchases under this contract. PRICE REDUCTION A price reduction adjustment may be offered at any time during the term of the contract and shall become effective upon notice through a written contract amendment. PRICE INCREASE The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State. CONTRACT ADMINISTRATION The contractor shall contact the Procurement Officer for guidance or direction in matters of contract interpretation or questions regarding the terms, conditions or scope of the contract. NOTICES All notices, requests, demands, consents, approvals, and other communications which may or are required to be served or given hereunder (for the purposes of this provisions collectively called “Notices”), shall be in writing and shall be sent by certified United States mail, return receipt requested, or by any other method that provides evidence of receipt, addressed to the party or parties to receive such notice as follows: a. If intended for the State, to: Solicitation No: BPM004763 Available online at Page 12 of 46 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement 12. 13. 14. Arizona Department of Transportation, Procurement Group 1739 W. Jackson Street, MD 100P Phoenix, Arizona 85007-3276 b. If intended for the Contractor, to the address as identified in the Contractor's electronic vendor profile. Or to such other address as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such notice is received as shown on the return receipt. Furthermore, such notice may be given by delivering personally such notice, if intended for the State, to the Arizona Department of Transportation, Procurement Officer and, if intended for the Contractor, to the person named on the Offer & Contract Award of this contract, or to such other person as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be deemed to have been given as of the date such notice is personally delivered to the other party. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY This Contract may be cancelled if the Contractor or any subcontractors or others in the employ or under the supervision of the Contractor or subcontractors is found to be in possession of weapons. Possession of weapons (firearms, explosive devices, knives or blades of more than three (3) inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property. Further, if the Contractor or any subcontractors or others in the employ of under the supervision of the Contractors or subcontractors, are asked by an ADOT official to leave the ADOT property, they are advised that failure to comply with such a request shall result in cancellation of the Contract and anyone who refuses, whether armed or not, is subject to prosecution under A.R.S. §13-1502, “Criminal trespass in the third degree: classification.” REVIEW OF CONTRACTOR’S WORK Work performed by the Contractor shall be subject to periodic reviews and partial acceptance at various stages. The Department reserves the right to make such reviews and pass upon the acceptability of the Contractors work. Partial acceptance shall not relieve the Contractor's obligation to correct, without charge, any errors in the work performed under this contract. ACCURACY OF WORK The Contractor shall be responsible for the accuracy of the work and shall promptly make all the necessary revisions or corrections resulting from errors and omissions on the part of the Contractor without additional compensation. Acceptance of the work by the Department shall not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities. Solicitation No: BPM004763 Available online at Page 13 of 46 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement 15. INDEMNIFICATION Indemnification Clause To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. 16. INSURANCE The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within ten (10) calendar days of notification of contract award by the Procurement Officer. 16.1. Insurance Requirements 16.1.1. Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. 16.1.2. The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance. Solicitation No: BPM004763 Available online at Page 14 of 46 https://app.az.gov,