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LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND ELONTEC, L.L.C. This Linking Agreement (“Agreement”) is entered into as of this day of , 20 , between the City of Glendale, an Arizona municipal corporation (“City”), and ELONTEC, L.L.C., an Arizona limited liability company, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS On July, 1 2023, under 1Government Procurement Alliance, the Paradise Valley Unified School District entered into a contract with Contractor to purchase the goods and services described in the Furniture Products and Services, Contract No. 23-16PV-07 (“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 ate 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 July 1, 2023, until the date the contract expires on June 30, 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 July 1, 2028. The initial period of this Agreement, therefore, is the period from the Effective Date of this Agreement until June 30, 2024. The City may renew the term of this Agreement for four additional one-year periods until the Cooperative Purchasing Agreement expires on July 1, 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. 05/10/2023 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 three million five hundred thousand dollars ($3,500,000) 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 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.RS. § 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. Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during the term of this Agreement, will not use: a. the forced labor of ethnic Uyghurs in the People’s Republic of China; b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; and 05/10/2023 c. any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 10. 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. alle 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 Mark Hannasch 6210 W. Myrtle Suite 111 Glendale, AZ 85301 And Elontec, L.L.C. 405 N. 75th Ave Suite #168 Building #3 Phoenix, AZ 85043 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 Elontec, L.L.C., municipal corporation an Arizona limited liability company By: By: (eat, Chil Kevin R. Phelps Name: fseph Etayton / City Manager Title: Vice President ATTEST: Julie IX. Bower (SEAL) City Clerk APPROVED AS TO FORM: Michael D. Bailey City Attorney 05/10/2023 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND ELONTEC, L.L.C. EXHIBIT A 1 Government Procurement AllianceFurniture Products and Services, Contract No. 23-16PV-07 | . ] A= Ghd Scheal ost Unified School District 1Government Procurement Alliance The following is a Cooperative Solicitation, released via Paradise Valley Unified School District as the lead agency for 1Government Procurement Alliance: Request for Proposal #23-16PV Furniture Products and Services Proposal Due Date and Time: April 19, 2023 at 1:00 P.M. Arizona Time RFP Opening Location: Paradise Valley Unified School District - Lead Agency 15002 N. 324 Street Phoenix, Arizona 85032 Electronic Submittals: OpenGov Procurement — https://secure.procurenow.com/portal/1GPA See enclosed information for submittal instructions. Last Day for Questions: April 9, 2023 Pre-Proposal Conference: None Required NOTE: This RFP will be replacing the following contracts: #19-02PV Furniture Products and Services and #22-08DP Furniture Products and Services Texas. In accordance with the Arizona procurement code and rules, Competitive Sealed Proposals for the materials or services specified will be received electronically by the 1GPA lead agency, via OpenGov Procurement, until the time and date cited. Proposals received by the correct time and date shall be opened, via OpenGov Procurement, and the name of each Offeror will be publicly read at the location indicated above. All other information contained in the Proposal shall remain confidential until award is made. Late solicitations shall not be considered. To be considered, solicitations shall be submitted electronically via OpenGov Procurement, https://procurement.opengov.com/portal/1apa. Submittal instructions for OpenGov Procurement can be found on the last page of this document under Exhibit A. Additional instructions for preparing a solicitation are provided herein. Offerors are strongly encouraged to carefully read the entire solicitation document. Questions regarding this Request for Proposal should be submitted via OpenGov Procurement located at the same link listed above. To receive notification when answers are posted on OpenGov Procurement please click the “Follow” button. For further assistance contact Jen Stam at jstam@1gpa.org (phone 480-809-1499). Chesty, Anew Eva D. Calles Christy Krier, Vice President Eva Calles, Director of Purchasing 1Government Procurement Alliance (1GPA) Paradise Valley Unified School District (PVUSD) Date Issued: March 8, 2023 1Government Procurement Alliance (1GPA) 1910 W. Washington St Phoenix, AZ 85009 Phone: 866-306-3893 Fax: 602-663-9515 Website: www.1gpa.org TABLE OF CONTENTS Documents Referenced Page 3 Introduction Page 4 Definition of Terms Page 5 Uniform Instructions to Offerors Page 6 Uniform Terms and Conditions Page 11 Special Terms and Conditions Page 19 Scope of Work Page 25 Evaluation Criteria Page 29 Submittal Requirements & Proposal Format Page 30 Geographic-Regional Coverage - Texas Page 33 Exhibit A— OpenGov Procurement Submission Instructions Page 34 1GPA 23-16PV Fumiture Products and Services Page 2 of 34 DOCUMENTS REFERENCED You may access a complete copy of the documents referenced within this solicitation at the following web addresses: Arizona: Arizona Revised Statutes (ARS) is available at http://www. azleg.state.az.us/ArizonaRevisedStatutes.asp The Arizona School District Procurement Rules in the Arizona Administrative Code (AAC) is available at http://apps.azsos.gov/public_services/Title_07/7-02.pdf Texas: Texas Government Code Chapter 791, Interlocal Cooperation Act is available at http://www. statutes. legis.state.tx.us/Docs/GV/htm/GV.791.htm Texas Education Code Chapter 44 is available at http:/Awww.statutes. legis.state.tx.us/Docs/ED/htm/ED.44.htm Texas Government Code Chapter 2253 us available at http:/Awww.statutes. legis.state.tx.us/Docs/GV/htm/GV.2253.htm Texas Government Code Chapter 2269 is available at http:/Awww.statutes. legis. state.tx.us/Docs/GV/htm/GV.2269.htm Texas Local Government Code § 262 Purchasing and Contracting Authorities of Counties is available at http:/Avww.statutes. legis.state.tx.us/Docs/LG/htm/LG.262.htm Texas Local Government Code § 271 Purchasing and Contracting Authority of Municipalities, Counties and other Local Governments is available at http:/Awww. statutes. legis.state.tx.us/Docs/LG/htm/LG.271.htm All Other States: For a full listing of Intergovernmental Purchasing Statutes by state, visit the 1GPA website at http://1 gpa.org/state-statutes/ Local Governments website (USA.gov) https:/Avww.usa.gov/local-governments Federal: IRS W-9 form (Request for Taxpayer I.D. Number) is available at http://www. irs.gov/pub/irs-pdf/fw9.pdf Code of Federal Regulations, 2 CFR §§ 200.318-326 https:/Avww.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/subpart-D/subject-group-ECFR45ddd4419ad436d Education Department General Administrative Regulations (EDGAR) https:/Avww2.ed.gov/policy/fund/reg/edgarReg/edgar.html 1GPA 23-16PV Fumiture Products and Services Page 3 of 34 INTRODUCTION Who are we? 1Government Procurement Alliance (1GPA), is a non-profit national governmental purchasing cooperative which allows public agencies to take advantage of existing contracts to purchase the goods and services they need from local and national vendors. Eligible using members include school districts, charter schools, universities, colleges, cities, towns, municipalities, counties, states, local governments, federal government, Native American communities, fire districts, and any other political subdivision. What do we do? We provide contracts for a broad range of commodities and services that are available to the Cooperative eligible members through a government purchasing cooperative or Interlocal agreement. All of our contracts are competitively procured and awarded in compliance with state statutes, procurement laws and regulations. Contracts are approved and awarded by 1GPA's lead governmental entities and are only available for use and benefit of all entities complying with state procurement laws and regulations. Why are we preferred? The Cooperative’s pooled purchasing power means public and private schools, cities, counties and state agencies, non- profits, as well as colleges, universities and Native American communities can save actual budget dollars on our contracts utilizing best business practices. Our agency is dedicated to negotiating the best contracts with the best firms locally or nationally to ensure our members receive quality products and services at the best price. We service our members by providing in-house knowledge of public procurement practices in conjunction with quality business practices to mainstream the purchasing process for large and complex solicitations that can take up to 6 to 12 months for our members on their own. We pride our firm on our commitment to compliance, innovation, and collaboration. As a government purchasing cooperative, 1GPA offers its Members access to a broad range of vendors whose goods and services have been competitively procured by 1GPA, in coordination with its governmental lead agencies. When conducting competitive solicitations, 1GPA takes all steps necessary to comply with federal, state and local procurement laws applicable to both the Lead Agency identified in the solicitation, as well as to 1GPA. Each Member must make its own independent determination as to (1) whether the Member may, under laws applicable to the Member, lawfully purchase particular goods or services through purchasing cooperatives, and (2) whether the Member must comply with any additional procedures required under laws applicable to the Member prior to completing a cooperative purchase. 1GPA makes no representations or warranties to its Members, or to any vendors, regarding such matters. 1GPA 23-16PV Fumiture Products and Services Page 4 of 34 DEFINITION OF TERMS A complete list of definitions can be in the Arizona Administrative Code R7-2-1001. The terms listed below are defined as follows: “Attachment” means any item the Solicitation requires the Offeror to submit as part of the Proposal. “Contract” means the combination of the Solicitation, including the Special Instructions to Offerors, Special Terms and Conditions, and the Specifications and Statement or Scope of Work/Services; the Proposal and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments, and Member purchase orders. "Contract Amendment” means a written document signed by the 1GPA that is issued for the purpose of making changes in the Contract. “Contractor” means any person who has a Contract with the 1GPA. “Cost” means the aggregate cost of all materials and services, including labor performed by force account. “Days” means calendar days and shall be computed pursuant to ARS § 1-243. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the solicitation. “Governing Body” means any group comprised of elected or appointed officials, such as School District Governing Boards, City Councils, County Supervisors, Board of Regents, etc., which has the authority to make fiduciary decisions for a Member organization. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space. “Member” means the non-profit entities, public and private schools (including independent school districts and charter schools), education service centers, colleges, universities, municipalities, counties, political subdivisions, and other governmental entities and agencies throughout the United States that have followed local governing authority allowing them to utilize contracting vehicles procured and administered by 1GPA. “Offer” means a response to a Solicitation. “Offeror” means a person submitting a Proposal in response to a Request for Proposals “Person” means any corporation, business, individual, union, committee, club, other organization or group of individuals. “Procurement Officer” means the person duly authorized to enter into and administer Contracts and make written determinations with respect to this Solicitation or his or her designee. “Purchase Order or PO” means the agreed-upon purchase order or other form of binding contract document between the 1GPA member and the Vendor which is used in making a purchase under a 1GPA contract. “Responsible Bidder or Offeror” means a person who at the time of contract award has the capability to perform the Contract requirements with the integrity and reliability which will assure good faith performance. “Responsive Bidder or Offeror” means a person who submits a bid or proposal which conforms in all material respects to the Invitation for Bids or Request for Proposals. “Services” means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements. “Solicitation” means an Invitation for Bids (“IFB”), a Request for Proposal (“RFP”), or a Request for Qualification (‘RFQ’). “Solicitation Amendment” means a written document that is authorized by the Procurement Officer and issued for the purpose of making changes to the Solicitation. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract. 1GPA 23-16PV Furniture Products and Services Page 5 of 34 UNIFORM INSTRUCTIONS TO OFFERORS 2. 1GPA Inquiries A. Duty to Examine — It is the responsibility of each Offeror to examine the entire Solicitation, seek clarification in writing, and check its Proposal for accuracy before submitting the Proposal. Lack of care in preparing a Proposal shall not be grounds for withdrawing the Proposal after the Proposal due date and time nor shall it give rise to any Contract claim. Solicitation Contact Person — Any inquiry related to a Solicitation, including any requests for or inquiries regarding standards referenced in the Solicitation, shall be directed solely to the Solicitation contact person. Submission of Inquiries — Questions and/or clarifications conceming this solicitation will be accepted in writing through April 9, 2023 by 5:00 p.m. Request shall be transmitted via email or submitted through the OpenGov Procurement online portal located at https://procurement. opengov.com/portal/1gpa, Responses and amendments to this solicitation, if necessary, are scheduled to be issued by April 10, 2023 by 5:00 p.m. No Offeror may rely upon oral responses made by any 1GPA employee or any lead agency representative. For further assistance concerning this solicitation, contact Jen Stam, Procurement Specialist at jstam@1GPA.org. Solicitation Amendments/Addenda — The Solicitation shall only be modified by a Solicitation Amendment or Addendum. 1GPA will not be responsible for Offerors adjusting their proposal based on oral instructions by any member of 1GPA or lead agency personnel. Pre-Proposal Conference — If a Pre-Proposal Conference has been scheduled under this Solicitation, the date, time, and location shall appear on the Solicitation cover sheet or elsewhere in the Solicitation. An Offeror should raise any questions it may have about the Solicitation or the procurement at that time. An Offeror may not rely on any verbal responses to questions at the conference. Material issues raised at the conference that result in changes to the Solicitation shall be answered solely through a written Solicitation Amendment or Addendum. Proposal Opening — Proposals shall be electronically submitted via OpenGov Procurement prior to the specified due date and time. Proposals shall be opened immediately following the proposal due date and time, and at the place designated on the cover page of this document, unless amended in writing by 1GPA. The name of each Offeror shall be read at this time. All Offers and any modifications and other information received in response to the Request for Proposals shall be shown only to authorized 1GPA personnel having a legitimate interest in the evaluation. After contract award, the Proposals and evaluation document shall be open for public inspection. Time Stamp — Proposals will be time stamped when received by OpenGov Procurement. Proposals will be accepted up to but no later than the time indicated in the Request for Proposal (RFP). Proposals received after the time stated in the RFP will not be considered and will remain unopened. Offeror assumes the risk of any delay in their submission. 1GPA strongly recommends that you give yourself sufficient time and at least ONE (1) day before Proposal Due Date and Time to begin the uploading process and to finalize your submission. Persons with Disabilities — Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the appropriate Solicitation contact person. Requests shall be made as early as possible to allow time to arrange the accommodation. Proposal Preparation A. Forms — A Proposal shall be submitted either on the forms provided in this Solicitation or their substantial equivalent. Any substitute document for the forms provided in this Solicitation will be legible and contain the same information requested on the form. Typed or Ink Corrections — The Proposal should be typed or in ink. Erasures, interlineations or other modifications in the Proposal should be initialed in ink by the person signing the Proposal. Modifications shall not be permitted after Proposals have been opened except as otherwise provided under AAC R7-2-1030. Signature(s) on Proposals — The Proposal and Contract Acceptance document should be submitted with an original ink signature or electronic signature by the person authorized to sign the Proposal. Failure to sign the Proposal and Contract Acceptance document may result in rejection of the Proposal. 23-16PV Fumiture Products and Services Page 6 of 34 UNIFORM INSTRUCTIONS TO OFFERORS 1GPA Exceptions to Terms and Conditions — All exceptions included with the Proposal shall be submitted in a Clearly identified separate section of the Proposal in which the Offeror clearly identifies the specific paragraphs of the Solicitation where the exceptions occur. Any exceptions not included in such a section shall be without force and effect in any resulting Contract unless such exception is specifically referenced by the Procurement Officer in a written statement. The Offeror's preprinted or standard terms will not be considered as a part of any resulting Contract. All exceptions that are contained in the Proposal may negatively affect the solicitation evaluation based on the evaluation criteria as stated in the Solicitation or result in fejection of the Proposal. No exceptions included in the Proposal shall become part of the resulting Contract unless agreed and accepted to by 1GPA. Subcontracts — Offeror shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities in the Proposal. Cost of Proposal Preparation — 1GPA will not reimburse any Offeror the cost of responding to a Solicitation. Solicitation Amendments/Addenda — Unless otherwise stated in the Solicitation, each Solicitation Amendment or Addendum should be acknowledged by the person signing the Proposal. Failure to acknowledge a material Solicitation Amendment or Addendum or to follow the instructions for acknowledgement of the Solicitation Amendment/Addendum may result in rejection of the Proposal. Provision of Tax Identification Numbers — Offerors are required to provide their Federal Tax Identification number, if applicable, in the space provided on the Proposal and Acceptance Form and provide the tax rate and amount, if applicable, on the Proposal Cost Sheet. Taxes 1. Federal Excise Tax — Arizona School Districts/Public Entities are exempt from certain Federal Excise Tax on manufactured goods. 2. Transaction Privilege Taxes — Arizona School Districts/Public Entities are subject to all applicable state and local transaction privilege taxes. Transaction Privilege Taxes in Arizona include State, County and City taxes. 3. Property Taxes — Arizona School Districts/Public Entities do not pay state property taxes. 4. Taxes on Shipping - Transaction privilege tax may not be collected on delivery charges to the Member's location if separately stated on the invoice. 5. Payment of Taxes — Member is responsible for payment for all taxes listed on the invoice. Contractor is responsible for collection such taxes and shall forward all taxes to the proper revenue office. All Other States — Other states may have different tax requirements and laws. The tax laws in each state shall be followed by the awarded vendor. It is the responsibility of the vendor to be familiar with the laws and statutes in the state in which they are conducting business. Disclosure — If the firm, business, or person submitting this Proposal has been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any Federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the Offeror shall fully explain the circumstances relating to the preclusion or proposed preclusion in the Proposal. The Offeror shall include a letter with its Proposal setting forth the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided. Solicitation Order of Precedence — In the event of a conflict in the provisions of this Solicitation and any subsequent contracts, the following shall prevail in the order set forth below: Addenda/Amendments; Special Terms and Conditions; Uniform General Terms and Conditions; Scope of Work/Specifications; Attachments; Exhibits; Special Instructions NOahwns 23-16PV Furniture Products and Services Page 7 of 34 UNIFORM INSTRUCTIONS TO OFFERORS 3. 1GPA 8. Uniform Instructions to Offerors. Delivery — Unless stated otherwise in the Solicitation, all prices shall be F.O.B. Destination and shall include all delivery and unloading at the destination(s). Contractor shall provide delivery of goods, and/or performance of services in accordance with the needs of the 1GPA Member. Products delivered must conform to the products listed under this contract and may not be Substituted with nonconforming products. Contractor agrees to pay for and arrange for return of goods that are defective. Submission of Proposal A. Proposal Submission — Each Proposal shall be submitted electronically to OpenGov Procurement by the due date and time at https://procurement.opengov.com/portal/1gpa. Submittal instructions for OpenGov Procurement can be found on the last page of this document under Exhibit A. 1GPA will not consider an offer submitted by any other method other than OpenGov Procurement. Proposal Amendment or Withdrawal — An Offeror may modify or withdraw a Proposal in writing at any time before Proposal opening if the modification or withdrawal is received before the Proposal due date and time designated in the Solicitation. A Proposal may not be amended or withdrawn after the Proposal due date and time except as otherwise provided under AAC R7- 2-1044, Public Record/Confidentiality — Under applicable law, all Proposals submitted and opened are public records and must be retained by 1GPA. Proposals shall be open to public inspection after Contract award, except for such Proposals deemed to be confidential by 1GPA pursuant to AAC R7-2-1006. If Offeror believes that its proposal contains trade secrets or other proprietary data not be disclosed as otherwise required by ARS § 39-121, a statement advising 1GPA of this fact shall accompany the Proposal, and the information shall be so identified wherever it appears. Requests to deem the entire Proposal as confidential, contract terms and conditions, Pricing, and information generally available to the public are not considered confidential information under this Section. Certification — By signing the Proposal and Acceptance form or other official contract form, the Offeror certifies that: 1. The prices have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Offeror or with any competitor; the prices which have been quoted have not been nor will not be disclosed directly or indirectly to any ather Offeror or to any competitor; nor attempt has been made or will be made to induce any person or firm to submit or not to submit, a Proposal for the purpose of restricting competition. It did not engage in collusion or other anti-competitive practices in connection with the preparation or submission of its Proposal and that the offeror has taken steps and exercised due diligence to ensure that no violation of ARS § 15-213(0) has occurred; and 2. It does not discriminate against any employee, applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and that it complies with all applicable federal, state, and local laws and executive orders regarding employment, including, Federal Executive Order 11246, Arizona State Executive Order 99-4, 2000-4, ARS § 41-1461 through 1465; and 3. The Offeror warrants that it and all proposed subcontracts will maintain compliance with Federal Immigration and Nationality Act (FINA), ARS § 41-4401 and § 23-214, and all other Federal immigration laws and regulations related to the immigration status of its employees which requires compliance with Federal immigration laws by employers, contractors and subcontractors in accordance with the E-Verify Employee Eligibility Verification Program; and 4. The Offeror 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 Proposal. Failure to provide a valid signature affirming the stipulations required by this clause shall result in rejection of the Proposal. Signing the Proposal with a false statement shall void the Proposal, any resulting contract and may be subject to legal remedies provided by law; and 5. By submission of this Proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency or 23-16PV Furniture Products and Services Page 8 of 34 UNIFORM INSTRUCTIONS TO OFFERORS otherwise lawfully prohibited from participating in any public procurement activity, including, but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body; and 6. By submission of this Proposal, that no Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a Cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal Contract, grant, loan or cooperative agreement; and 7. In accordance with ARS § 35-392, the Offeror is in compliance and shall remain in compliance with the Export Administration Act; and 8. The Offeror warrants that it and all proposed subcontracts are not currently engaged in, and agrees for the duration of this Contract/Agreement that it will not engage in, a boycott of Israel, as that term is defined in ARS § 35-393 and Texas Gov't Code 2270.002; and 9. The Offeror warrants that it shall comply with the fingerprinting requirements, unless otherwise exempted, in accordance with ARS § 15-512; and 10. In accordance with ARS § 35-394, the Offeror is not currently and for the duration of the contract will not use the forced labor of ethnic Uyghurs in the People’s Republic of China including goods, services, contractors, subcontractors or suppliers thereof. 4. Additional Information 5. 1GPA A. Unit Price Prevails — Where applicable, in the case of discrepancy between the unit price or rate and the extension of that unit price or rate, the unit price or rate shall govern. B. Taxes — The amount of any applicable transaction privilege or use tax of a political subdivision of the state of Arizona is not a factor in determining the most advantageous proposal. C. Late Proposals, Modifications or Withdrawals — A Proposal, Modification or Withdrawal submitted after the exact Proposal due date and time shall not be considered except under the circumstances set forth in AAC R7-2-1044, D. Disqualification — The Proposal of an Offeror who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. E. Proposal Acceptance Period — An Offeror submitting a Proposal under this Solicitation shall hold its Proposal open for the number of days from the due date that is stated in the Solicitation. If the Solicitation does not specifically state a number of days for the Proposal acceptance, the number of days shall be ninety (90). F. Payment — Payments shall comply with the requirements of ARS Titles 35 and 41, Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment within thirty (30) days. G. Waiver and Rejection Rights — Notwithstanding any other provision of the solicitation, 1GPA reserves the right to: 1. Waive any minor informality; 2. Reject any and all Proposals or portions thereof; or 3. Cancel the Solicitation. Award A. Number or Types of Awards — Where applicable, the 1GPA reserves the right to make multiple awards or to award a Contract by individual line item, by a group of line items, or categories, by an incremental award, by region, or by location, as indicated within the Special Instructions, Terms and Conditions. The award will be limited to the least number of Offerors that 1GPA determines is necessary to meet the needs of its Members. 23-16PV Furniture Products and Services Page 9 of 34 UNIFORM INSTRUCTIONS TO OFFERORS 6. 1GPA B. Contract Inception — A Proposal does not constitute a Contract nor does it confer any rights on the Offeror to the award of a Contract. A Contract is not created until the Proposal is accepted in writing by 1GPA and the Lead Agency with authorized signatures on the Proposal and Acceptance form. A letter or other notice of award or of the intent to award shall not constitute acceptance of the Proposal. C. Effective Date - The effective date of this Contract shall be the date that 1GPA and the Lead Agency signs the Proposal and Acceptance form or other official contract form, unless another date is specifically stated in the Contract. Protests A protest shall comply with and be resolved according to Arizona Department of Education School District Procurement Code Rule AAC R7-2-1141 through R7-2-1153. Protests shall be in writing and be filed with the 1GPA/Lead Agency Representative, Eva Calles, Director of Purchasing. A. Protest shall include: The name, addresses, and telephone number of the interested party; The signature of the interested party or the interested party's representative; Identification of the purchasing agency and the Solicitation or Contract number; A detailed statement of the legal and factual grounds of the protest including copies of relevant documents; and The form of relief requested. OP WN> The interested party shall supply any other information requested by the 1GPA/Lead Agency Representative within 10 days of the request. The interested party may file a written request with the 1GPA/Lead Agency Representative for an extension of the time limit for providing additional information set forth in subsection (B). The written request shall be filed before the expiration of the time limit set forth in subsection (B) and shall set forth good cause as to the specific reason that the interested party is unable to provide the additional information with the 10 days. The 1GPA/Lead Agency Representative shall approve or deny the request in writing, state the reasons for the determination, and if an extension is granted, set forth a new date for submission of the filing. Protests based upon alleged improprieties in a solicitation that are apparent before the due date and time for responses to the Solicitation, shall be filed before the due date and time for responses to the Solicitation. In cases other than those covered in section D of the section, the interested party shall file the protest within 10 days after 1GPA/Lead Agency Representative makes the procurement file available for public inspection. The interested party may file a written request for an extension of the time limit for protest filing. The written request for an extension shall be filed with the 1GPA/Lead Agency Representative before the expiration of the time limit and shall set forth good cause as to the specific action or inaction of the 1GPA/Lead Agency Representative that resulted in the interested party being unable to file the protest within the 10 days. The representative shall approve or deny the request in writing, state the reasons for the determination, and, if an extension is granted, set forth a new date for submission of the filing. 23-16PV Furniture Products and Services Page 10 of 34 UNIFORM TERMS AND CONDITIONS 1. 3. 1GPA Cooperative Purchasing A. Cooperative Purchasing — This contract is based on the need for 1GPA to provide the economic benefits of volume purchasing and reduction in administrative costs through cooperative purchasing to schools and other Members. Although contractors may restrict sales to certain public units (e.g. state agencies, local government units), any contract that prohibits sales from being made to public school districts may not be considered. Sales without restriction to any members are preferred. Cooperative Purchasing Agreements — Cooperative Purchasing Agreements between 1GPA and its Members have been established under all procurement laws. Cooperative Purchasing Contracts — Offeror agrees all prices, terms, warranties, and benefits granted by Offeror to Members through this contract are comparable to or better than the equivalent terms offered by Offeror to any present customer meeting the same qualifications or requirements. Nothing in this solicitation is intended to establish a most favored customer relationship between 1GPA and contractor. Contractor may respond to any solicitation without regard to this contract. If contractor offers lower prices to any of its other customers, it may lower its prices to 1GPA at the same time by written notice. 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 1GPA members. 1GPA and its membership reserve the right to obtain like goods and services from other sources. Lead Agency — A Lead Agency is a well-established and well respected government agency who facilitates the competitive bidding process by being a part of the process from start to finish. The Lead Agency also provides Board Approval for the award of contracts resulting from each Solicitation. The Lead Agency for this RFP is Paradise Valley Unified School District. Contract Interpretation A. Application of Law — The Arizona Procurement Code, Title 41, Chapter 23, applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona School District Procurement Code, Arizona Revised Statutes (ARS) § 15-213, and its implementing rules, Arizona Administrative Code (AAC) Title 7, Chapter 2, Articles 10 and 11, For all other states this procurement shall be governed by, construed, and enforced in accordance with the laws of each state in which 1GPA is conducting business under this contract. It is the responsibility of the awarded vendor and member to ensure this solicitation and ensuing contract complies with the State laws in which they are conducting business regarding use of a cooperative contract. Implied Contract Terms — Each Provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it. Relationship of Parties — Vendors receiving contracts under this solicitation are independent contractors. Neither party to this contract, nor any Member, shall be deemed to be the employee or agent of the other party to the contract. 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. No Parol Evidence — This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document. No Waiver — Either party's failure to insist on strict performance of any term or condition of the Contract shall not be deemed waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. Contract Administration and Operation 23-16PV Furniture Products and Services Page 11 of 34 UNIFORM TERMS AND CONDITIONS 1GPA Records — Under ARS § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain all data and other records (“records”) relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. Audit — At reasonable times during the term of this Contract and five (5) years thereafter, the Contractor's or any Subcontractors books and records shall be subject to audit by 1GPA or Member and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract. Inspection and Testing — The Contractor agrees to permit access to its facilities, Subcontractor facilities and the Contractor's processes for producing the materials, at reasonable time for inspection of the materials and services covered under this Contract. 1GPA or its Members shall also have the right to test at its own cost the materials to be supplied under this Contract. Neither inspection at the Contractor's facilities nor testing shall constitute final acceptance of the materials. If 1GPA or Member determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by 1GPA or Member for testing and inspection. Notices — Notices to the Contractor required by this Contract shall be made by 1GPA to the person indicated on the Proposal and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to 1GPA required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notices shall be given by written notice and an Amendment to the Contract shall not be necessary. Advertising and Promotion of Contract — Offeror shall not advertise or publish information conceming this solicitation prior to an award being announced by 1GPA. After award, contractor(s) may advertise the availability of products and services to Member. Any promotional marketing materials using the 1GPA logo must be approved by 1GPA in advance. Administration Fee — 1GPA has an Administrative Fee of .01 (1%). The Administrative Fee shall be included in the offeror's net pricing and is the responsibility of the contractor. Vendor shall not add the administration fee to approved contract prices post award. The Administrative Fee shall be a part of the Vendor's unit prices and is not to be charged directly to the customer in the form of a separate line item. Usage Reports — The Usage Report will be the established communication between the awarded contractor and 1GPA of all contract activity. The contractor shall provide contract Usage Reports to 1GPA on a regular schedule as established by the contractor. 1GPA will accept Monthly or Quarterly reporting arrangements which shall be made at the time of contract award. Submission of Usage Reports — Within ten (10) days following the end of the arranged reporting schedule, the contractor shall submit their Usage Report via the 1GPA Vendor Portal. Purchase Orders/Contracts — All purchase orders and/or contracts issued to the contractor in reference to 1GPA shall be submitted at the same time as the Usage Report. All purchase orders and/or contracts should be zipped in a single file and submitted as an attachment in the same email as the usage report in which they are referenced. 1GPA is audited on an annual basis & documentation is necessary for compliance. Failure to submit purchase orders and/or contracts may result in contract cancellation. 1GPA awarded vendors will need to verify the entity is a Member by checking the membership list at the link below before accepting Purchase Orders. If the entity is not on the membership list then the vendor will need to request the entity to reach out to 1GPA and sign and get approved the 1GPA membership. httos:/Avww.dropbox.com/s/9i5d6xhsmob7hcp/1%20-%20PUBLISHED %20Membership%20List.xlsx?dl=0 Invoicing of Administration Fee — Upon receipt of contractor's Usage Report, 1GPA will generate an invoice which is calculated as: Administrative Fee (1%) multiplied by the Total Sales Transactions as stated in the Usage Report. Contractor's failure to remit administrative fees in a timely manner consistent with the contract's requirements may result in 1GPA exercising any recourse available under the contract or as provided for by law. All administrative fees not paid when due shall bear interest at a rate of 1 1/2% per month until paid in full. Administrative Fees shall be paid to “1GPA" and mailed to: 1910 W. Washington Street Phoenix, AZ 85009 23-16PV Furniture Products and Services Page 12 of 34 UNIFORM TERMS AND CONDITIONS 4. Costs and Payments A. Ordering Procedures — Purchase Orders are issued by 1GPA members to the Vendor according to this Contract. Members and Vendors must send Purchase Orders to 1GPA at maiken@1gpa.org. B. Billings — Contractor shall invoice Member after delivery of goods and/or services. Alll invoices shall list the applicable Member purchase order and 1GPA contract number. Contractor will invoice Member directly. C. Payment -— Payment terms are Net thirty (30) from receipt of Contractor’s invoice D. Progress Payments — 1GPA will permit Members to make progress payments under the following conditions: 1. Member and Contractor agree to the terms of the progress payments prior to issuing a purchase order 2. Purchase order describes the amounts or percentages and the dates or frequency of payments 3. Payments are made in full compliance with Member's local governing entity rules E. Tax Indemnification — Contractor and all Subcontractors shall pay ail federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all Subcontractors to hold the Member harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker's Compensation. F. IRS W-9 — In order to receive payment under any resulting Contract, Contractor shall have a current IRS W-9 Form on file with each Member. G. Availability of Funds for the Next Fiscal Year — Funds may not presently be available for performance under this Contract beyond the current fiscal year. No legal liability on the part of the Member for any payment that may arise under this Contract beyond the current fiscal year until funds are made available for performance of the Contract. It is the responsibility of the Member to make reasonable efforts to secure such funds. 5. Contract Changes A. Amendments — The Contract may be modified only through a Contract Amendment within the scope of the Contract signed by the Procurement Officer. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by an unauthorized employee or made unilaterally by the Contractor are violations of the Contract and or applicable law. Such changes, including unauthorized written Contract Amendments, shall be void and without effect, and the Contractor shall not be entitled to any claim and this Contract based on those changes. B. Subcontracts — The Contractor shall not enter into any Subcontract under this Contract without the advance written approval of the Procurement Officer. The Subcontract shall incorporate by reference the terms and conditions of this Contract. C. Assignment and Delegation — Contractor shall not assign any right or interest nor delegate any duty under this Contract without the prior written approval of 1GPA. 1GPA shall not unreasonably withhold approval. D. Novation — If contractor 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. 1GPA reserves the right to accept or reject any new party. A simple change of name agreement will not change the contractual obligations of contractor. E. Contract Placed on Hold — 1GPA shall have the ability to place a contract on hold, if it is deemed necessary to address ongoing problems with an awarded contract. Details of the decision to place the contract on hold shall be provided in a written deficiency notice. A reasonable amount of time shall be provided to contractor to address issues in the written deficiency notice. 6. Risk and Liability A. Risk of Loss — Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The tisk of loss for nonconforming materials shall remain with the Contractor regardless of receipt. 1GPA 23-16PV Fumiture Products and Services Page 13 of 34 UNIFORM TERMS AND CONDITIONS B. D. General Indemnification — To the extent permitted by law, 1GPA and its Members shall be indemnified and held harmless by the Contractor for its vicarious liability as result of entering into this Contract. Each party to this Contract is responsible for its own negligence. Indemnification - Patent and Copyright — To the extent permitted by law, Contractor shall indemnify and hold harmless 1GPA and its Members against any liability, including costs and expenses, for infringement of any patent, trademark, or copyright arising out of Contract performance or use by the 1GPA or Member of materials furnished or work performed under this Contract. 1GPA or Member shail reasonably notify the Contractor of any claim for which it may be liable under this paragraph. Force Majeure 1. Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injections-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. 2. Force Majeure shall not include the following occurrences: a. Late delivery of equipment or materials caused by congestion at a manufacturer's plant or elsewhere, or an oversold condition of the market; or b. Late performance by a Subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or c. Inability of either the Contractor or any Subcontractor to acquire or maintain any required insurance, bonds, licenses, or permits. 3. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt, and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 4. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure. 7. Warranties 1GPA A. B. Liens — The Contractor warrants that the materials supplied under this Contract are free of liens. Quality — Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the School District/Public Entity of the materials or services, they shall be: A quality to pass without objection in the trade under the Contract description; Fit for the intended purposes for which the materials or services are used; Within the variations permitted by the Contract and are of even kind, quality, and quality within each unit and among all units; Adequately contained, packaged and marked as the Contract may require; and Conform to the written promises or affirmations of fact made by the Contractor. ORWONS Fitness — Contractor warrants that any material or service supplied to 1GPA or its Members shall fully conform to all requirements of the contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract. Inspection/Testing — The warranties set forth in this section shall not be affected by inspection or testing of, or payment for the materials or services by 1GPA Members. 23-16PV Furniture Products and Services Page 14 of 34 UNIFORM TERMS AND CONDITIONS Compliance with Applicable Laws — The materials and services supplied under this Contract shall comply with all applicable federal, state and local laws, and the Contractor shall maintain all applicable licenses and permits. Survival of Rights and Obligations after Contract Expiration or Termination 1. Contractor's Representations and Warranties. All representations and warranties made by the Contractor under this Contract shall survive the expiration of termination hereof. In addition, the parties hereto acknowledge that pursuant to ARS § 12- 510, except as provided in ARS § 12-529, 1GPA and its Members are not subject to or barred by any limitations of actions prescribed in ARS Title 12, Chapter 5. 2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract. 8. Contractual Remedies A. Right to Assurance — If 1GPA in good faith has reason to believe that the Contractor does not intend to, or is unable to perform or continue performing under this Contract, 1GPA may demand in writing that the Contractor give a written assurance of intent or ability to perform. Failure by the Contractor to provide written assurance within the number of days specified in the demand may, at 1GPA’s option, be the basis for terminating the Contract under the Uniform General Terms and Conditions. Nonconforming Tender — Materials supplied under this Contract shall fully comply with the Contract. The delivery of materials or a portion of the materials in an installment that do not fully comply constitutes a breach of Contract. On delivery of nonconforming materials, 1GPA may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it. Right of Offset — 1GPA and its Members shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred or damages assessed by 1GPA or its Members concerning the Contractor's nonconforming performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform General Terms and Conditions. 9. Contract Termination 1GPA A. Cancellation for Conflict of Interest — Pursuant to ARS § 38-511 and AAC R7-2-1087(F) 1GPA may cancel this Contract within three (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 1GPA is, or becomes at any time while the Contract or an extension the Contract is in effect, an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time. Personal Gifts or Benefits - 1GPA may, by written notice, terminate the Contract, in whole or in part, if 1GPA determines that any person or vendor has offered, conferred or agreed to confer any personal gift or benefit on any employee who supervised or participated in the planning, recommending, selecting or contracting of the Contract, in accordance with ARS § 15-213(O) and AAC R7-2-1087(G). Gratuities — 1GPA may, by written notice, terminate the Contract in whole or in part, if 1GPA determines that employment or a gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of 1GPA 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 in accordance with AAC R7-2-1087(H). Suspension or Debarment — 1GPA may, by written notice to the Contractor, immediately terminate this Contract if 1GPA determines that the Contractor has been disbarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a Subcontractor of any public procurement unit or other governmental body. 23-16PV Furniture Products and Services Page 15 of 34 UNIFORM TERMS AND CONDITIONS 10. 11. 1GPA E. Termination for Convenience — 1GPA reserves the right to terminate the Contract, in whole or in part at any time, when in the best interests of its Members without penalty recourse. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed, and materials accepted before the effective date of the termination. F. Cancellation for Non-Performance or Contractor Deficiency — 1GPA may terminate any contract if Members have not used the contract, or if purchase volume is determined to be “low volume” in any 12-month period. 1GPA reserves the right to cancel the whole or any part of this contract due to failure by contractor to carry out any obligation, term or condition of the contract. 1GPA may issue a written deficiency notice to contractor for acting or failing to act in any of the following: 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; Failing to complete required work or furnish required materials/product within a reasonable amount of time; Failing to make progress in performance of the contract and/or giving 1GPA reason to believe that the contractor will not or cannot perform the requirements of the contract; and or 6. Performing work or providing services under the contract prior to receiving a Member's purchase order for such work. OPFwna Upon receipt of a written deficiency notice, contractor shall have ten (10) days to provide a satisfactory response to 1GPA. Failure to adequately address all issues of concern may result in contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by contractor under the contract shall become the property of the Member on demand. G. Contractor Cancellation — Contractor may cancel this contract at any time upon thirty (30) days prior written notice to 1GPA or on the yearly anniversary of the contract. Termination shall have no effect on projects in progress at the time the notice of cancellation is received by 1GPA. H. Continuation of Performance through Termination — The Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in the termination notice. Contract Claims Contract claims and controversies under this Contract shall be resolved according to Arizona Department of Education School District Procurement Code Rule AAC R7-2-1155 through R7-2-1159. Any dispute involving a 1GPA member and Vendor outside of Arizona shall be governed by the laws of the state of the 1GPA member, without regard to its provisions on conflicts of laws, and exclusive jurisdiction and venue shall lie in the city, county, and state of the 1GPA member. Federal and State Requirement A. Compliance with Federal and State Requirements — Vendor shall comply with all applicable federal, state, and local laws, statutes, ordinances, standards, orders, rules, and regulations, including, as applicable, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations. Vendor shall comply, when working on any federally assisted projects with the following: The Contract Work hours and Safety Standards Act, (40 U.S.C. §3701 — 3708; 29 CFR Part 5) Davis-Bacon Act, (40 U.S.C. §276a / 29 CFR Part 5) Copland Anti-Kickback Act, (18 U.S.C. §874 / 29 CFR Part 5) Equal Opportunity Employment requirements (Executive Order 11246 and 11375 / 41CFR Chapter 60) McNamara-O’Hara Service Contract Act (41 U.S.C. 351), Section 306 of the Clean Air Act (42 U.S.C. § 1857h, Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15). Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part 200) 0. Education Department General Administrative Regulations, 2 CFR Parts 200 and 3474, and 34 CFR Parts 75-77 and 81 (‘EDGAR’), SOPNOMAYWNS 23-16PV Furniture Products and Services Page 16 of 34