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LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND COLORADO PETROLEUM PRODUCTS COMPANY THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of » 20 , between the City of Glendale, an Arizona municipal corporation (the “City”), and Colorado Petroleum Products Company, a(n) Colorado corporation authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS A. On January 11, 2023 under the Arizona State Procurement Cooperative Purchasing Agreement, the State of Arizona entered into a contract with Contractor to putchase the goods and services described in the Vehicle Lubricants Contract No. CTR063926 (“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. B. 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. c. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements without meeting the formal or informal solicitation and bid tequirements of Glendale City Code Sections 2-145 and 2-146. D. 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 patties agree as follows: 1. Term _of Agreement. The City is purchasing supplies and/or services from Contractot pursuant to the Cooperative Purchasing Agreement. According to the Cooperative Purchasing Agreement, putchases can be made by governmental entities from the date of award, which was January 11, 2023, until the date the contract expires on January 10, 2024, 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 January 11,2028. The initial period of this Agreement, therefore, is the period from the Effective Date of this Agreement until January 10, 2024. The 1/2/2020 City may renew the term of this Agreement for (4) one-year periods until the Cooperative Purchasing Agreement expires on January 11, 2028. 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. Conttactor 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 ptovided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C. B. The total purchase ptice for the supplies and/or services purchased under this Agreement shall not exceed One hundred and fifty thousand dollars ($150,000) for the entire term of the Agreement (initial term plus any renewals). Cancellation. This Agreement may be cancelled pursuant to A.RS. § 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 ot any disability. Contractor will require any Sub-contractor to be bound to the same requitements 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 10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’ respective authorized representatives at the address listed below: City of Glendale c/o Linda Musser 6210 W. Myrtle Avenue, Suite 111 Glendale, AZ 85301 And Colorado Petroleum c/o Dave Thies 5590 High Street Denver, CO 80216 davet@colopetro.com 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 Colorado Petroleum Prodycts Company, municipal corporation a Colgeado By: By: Kevin R. Phelps Name: Dave Thies City Manager Title: Sales 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 COLORADO PETROLEUM PRODUCTS COMPANY EXHIBIT A (State of Arizona Vehicle Lubricants Contract No. CTR063926) 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND COLORADO PETROLEUM PRODUCTS COMPANY EXHIBIT B Scope of Work PROJECT In accordance with the term and conditions of this Agreement and the State of Arizona Vehicle Lubricants Contract No. CTR063926, the City is buying lubricants for maintenance services for landfill heavy and specialized equipment at the City of Glendale Landfill from Colorado Petroleum Products Company on an as-needed basis. 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND COLORADO PETROLEUM PRODUCTS COMPANY EXHIBIT C METHOD AND AMOUNT OF COMPENSATION The method and amount of compensation is in accordance with Section 3 of this Agteement. NOT TO EXCEED AMOUNT The total amount of compensation paid to Contractor for full completion of all work required by the Project must not exceed $150,000 for the entire term of the Agreement. DETAILED PROJECT COMPENSATION The City shall compensate contractor in accordance with the rates as set forth in the State of Arizona Vehicle Lubricants Contract No. CTR063926. 4/29/2021 DocuSign Envelope ID: 66CA4FFF-7780-488B-AC7E-429B6BFF77F9 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 indicated in the Table of Contents. ( alorade t. \oleum 4 Ad Offeror (Company) Name Signature of Person Authorized to Sign Offer 5590 tHioh Street Wave Thees poly Joya Address Printed Name Date Dew va t nlorade SO2No Sales FNPOPB S04. City State Zip Title Dave Fe tal verso rom 203 S75 EYPE Email Address 7 Phone Number Daver &: Lon Beten toon S20 623 YA/6 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) CTRO63926 The Contractor is now bound to perform based upon Contract Number 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 11 22 Effective this day of January 20 DocuSigned by: [ Pant Veal 1/11/2023 Procurement OTmicer Awarded Date Solicitation No: BPM004794 Available online at Page 1 of 1 https://app.az.gov Rev 04/2020 STATE OF ARIZONA ADO | ARIZONA DEPARTMENT OF TRANSPORTATION 1739 W. Jackson St., Ste. A Procurement Phoenix, AZ 85007 REQUEST FOR PROPOSAL SOLICITATION NUMBER: BPM004794 DESCRIPTION: Vehicle Lubricants 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 Arizona Department of Transportation, 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 5 Uniform Terms and Conditions 15 EXHIBITS 1- Title VI/Non-Discrimination Assurances Appendix A 25 2 - Title VI/Non-Discrimination Assurances Appendix E 26 3 — ADOT Quarterly Usage Report 27 4 —Core Items Price List 28 Solicitation No: BPM004794 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 Vehicle Lubricants. 2. Introduction and Background 2.1, The State maintains a diverse fleet of vehicle manufacturers, which will require manufacturer- approved lubricants. The list of manufacturers is as follows but not limited to Allison Alumicraft Angler Arctic Cat Bluebird Bobcat Boston Whaler Case Caterpillar Chrysler Cummins Detroit Diesel Dodge Evinrude marine Ford Freightliner General Motors Honda Honda ATV Honda marine Isuzu Jet Craft John Deere Johnson marine Kawasaki ATV Komastu Mercedes Benz Mack Mercury marine Nissan Peterbilt Polaris ATV Sterling Suzuki ATV Suzuki marine Toyota Ver-Mac Vermeer Yamaha ATV Yamaha marine 3. General Requirements 3.1. All products shall be approved for year round use under all load conditions common to normal fleet operations. 3.2. All products shall be guaranteed against any adverse effect on the original factory engine warranty. 3.3. All products shall meet or exceed the equipment manufacturer's specifications, GM’s Dexos1 and Dexos2, American Petroleum Institute (API) Service Requirements (latest revision), and shall meet all requirements for manufacturers new car warranties as outlined by the manufacturers in each corresponding manual. Bidders must enclose proof of API certification on new and re-refined products being offered in the bid package. 3.4. For synthetic products: The products line offered shall meet or exceed the specifications set by all vehicle manufacturers. 4. Specific Requirements 4.1. Pallet Charge: All pallets shall be non-deposit and returnable to the Contractor with the pick-up of empty drums. 4.2. Spillage: The contractor shall be responsible at no cost to the State for the clean-up of any contamination or spillage resulting from delivery and unloading. 4.3. Packaging: The Contractor shall be capable of delivering product in bulk, quart, gallons and drums. Solicitation No: BPM004794 Available online at Page 3 of 46 https://app.az.gov, ADOT Scope of Work Procurement 4.4. Drum Requirements: 4.4.1.Delivered: All drums delivered shall be in satisfactory condition with minimal! dents, rust and contamination free. Unsatisfactory drums shall be rejected upon delivery with replacement required within 24 hours at no charge to the State. 4.4.2,Pick-up: Contractor shall be required to pick up any number of empty drums upon delivery of orders. The State shall not be charged drum deposit fees if delivery driver is unable to pick up the empty drums at the time of delivery of orders. When delivery is made by common carrier, the contractor shall be responsible for scheduling a minimum of drum pick-up every four (4) weeks/ and final pickup of all empty drums within ninety (90) days of expiration of contract. 5. Contractor’s Responsibilities 5.1. Accuracy of Work: The Contractor shall be responsible for the accuracy of the delivery 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 delivery by the Department will not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities. 5.2. Pricing Structure: The pricing structure has Three (3) segments that are required. 5.2.1.Contract pricing as listed in the Pricing Sheet (Required at the time of proposal submittal}. Contract Pricing shall be a fixed minimum discount(s) off published price list(s). The Contractor shall indicate any and all Descriptions and or Classifications that are being offered under each category listed in the tabs within the Pricing Sheet. At a minimum the Contractor shall include the Manufacturer's name and the minimum discount percentage being offered by county for each classification. If at any point during the contract term, the contractor would like to reduce the fixed minimum discount offered, the appropriate documentation shall be completed in accordance to Paragraph 9 in the Terms and Conditions. The contractor may offer an increase in discount throughout the life of the contract. 5.2.2.Evaluation pricing as listed in the Evaluation Pricing Sheet (Required at the time of proposal submittal). Evaluation Pricing is a list of items for each category. The Contractor shall submit pricing for any of the categories that are being offered. Some categories have multiple item options, if the Contractor is submitting an offer on that category, the Contractor shall provide pricing to at least one of the items listed. The categories and equipment listed is representative of the scope of work that will be purchased under this Solicitation No: BPM004794 Available online at Page 4 of 46 https://app.az.gov, ADOT Scope of Work Procurement contract, and therefore constitutes a fair method for determining price fair and reasonable. . 5.2.3.Core Items Price List as listed in Exhibit 4 (NOT required at the time of proposal submittal). This list will be provided to any contractor that is awarded a contract. The Core !tems Price List must be submitted within Ten (10) business days of the award date. The completed Core items price list will be uploaded to the current contract. After the award of the contract, the core price list may be updated and submitted to the procurement officer once a quarter for any price changes on the core items. However the fixed discount that is listed in the pricing sheet shall remain the same. The core item prices shall not be changed more than on a quarterly basis. Core Price List quarters shall be defined as follows: ¢ January through March — Due April 30 e April through June — Due July 30 e July through September — Due October 30 © October through December — Due January 30 6. Department's Responsibilities 6.1. The Eligible Agencies will provide final acceptance and approval of any product delivered Solicitation No: BPM004794 Available online at Page 5 of 46 https://app.az.gov, ADOT Special Terms and Conditions Procurement 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. 2. CONTRACT EXTENSION By mutual written contract amendment, any resultant contract may be extended for supplemental periods of up to a maximum of forty-eight (48) months. 3. 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. 4. 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. 5. 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 Solicitation No: BPM004794 Available online at Page 6 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: e Department Location’s Name and Address e Vendor Name, Remit to Address and Contact Information e = 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 Catalog or Other Discount (if applicable) Net Unit Price and Total per Unit (if applicable) Applicable taxes Applicable Shipping/Freight Charges Total Invoice Amount Due eoeec7evseeeee 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. 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. Solicitation No: BPM004794 Available online at Page 7 of 46 https://app.az.gov, ADOT Special Terms and Conditions Procurement 7. 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. 8. 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. 9. PRICE INCREASE The Department will review fully documented requestssfor 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. 10. 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. 11. 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: Arizona Department of Transportation, Procurement Group 1739 W. Jackson Street, MD 100P Solicitation No: BPM004794 Available online at Page 8 of 46 https://app.az.gov, ADOT Special Terms and Conditions Procurement 12. 13. 14. 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 Contractor's 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: BPM004794 Available online at Page 9 of 46 https://app.az.gov ADOT Special Terms and Conditions Procurement 15. INDEMNIFICATION 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. 16.2. Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below. 16.2.1. Commercial General Liability (CGL) — Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage. Solicitation No: BPM004794 Available online at Page 10 of 46 https://app.az.gov, ADOT Special Terms and Conditions Procurement ¢ General Aggregate $2,000,000 ¢ Products —- Completed Operations Aggregate $1,000,000 e Personal and Advertising Injury $1,000,000 e Damage to Rented Premises $50,000 e Each Occurrence $1,000,000 a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor. b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and _ its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 16.2.2. Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or nonowned automobiles used in the performance of this Contract. ¢ Combined Single Limit (CSL) $1,000,000 a. Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non- owned by the Contractor. b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 16.2.3. Workers’ Compensation and Employers' Liability e Workers' Compensation Statutory e Employers’ Liability o Each Accident $1,000,000 o Disease — Each Employee $1,000,000 © Disease — Policy Limit $1,000,000 a. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. Solicitation No: BPM004794 Available online at Page 11 of 46 https://app.az.gov, ADOT Special Terms and Conditions Procurement b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor). 16.3. Additional Insurance Requirements The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions: 16.3.1. The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 16.3.2. Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract. 16.4. Notice of Cancellation Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number). 16.5. Acceptability of Insurers Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. 16.6. Verification of Coverage Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract. An authorized representative of the insurer shall sign the certificates. 16.6.1. All such certificates of insurance and policy endorsements must be received by the State before work commences. The State’s receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement. Solicitation No: BPM004794 Available online at Page 12 of 46 https://app.az.gov, ADOT Special Terms and Conditions Procurement 16.6.2. Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. 16.6.3. All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. 16.7. Subcontractors Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of the Contract, proof from the Contractor that its subcontractors have the required coverage. 16.8. Approval and Modifications The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action. 16.9. Exceptions In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. 17. AMINISTRATIIVE FEE The Contractor shall pay the State an administrative fee against all Contract sales to eligible cooperative purchasing members, as provided for under A.R.S. § 41-2633. The fee for services provided under this Contract is one (1%) percent. 18. USAGE REPORT 18.1 Administrative Fee Reporting Contractor shall submit to ADOA-SPO a Quarterly Report documenting all Contract sales to both eligible State agencies and cooperative purchasing members, itemized separately. A Quarterly Report shall be submitted even if there have been no sales. The Contractor shall Solicitation No: BPM004794 Available online at Page 13 of 46 https://app.az.gov,