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LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND DEERE & COMPANY This Linking Agreement (“Agreement”) is entered into as of this day of , 2023, between the City of Glendale, an Arizona municipal corporation (“City”), and Deere & Company, a Delaware corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS On October 1, 2022, the State of Arizona-ADOT entered into a contract with Contractor to purchase the goods and services described in the Landscape and Utility Vehicles, ‘Trailers and Equipment Contract No. CTR062307 (“Cooperative Purchasing Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing Agreement permits its cooperative use by other governmental agencies including the City. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and services by participating with other governmental units in cooperative purchasing agreements when the best interests of the City would be served. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements without meeting the formal or informal solicitation and bid requirements of Glendale City Code Sections 2-145 and 2-146. The City desires to contract with Contractor for supplies or services identical, or nearly identical, to the supplies or services Contractor is providing other units of government under the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to enter into this Agreement to provide the supplies and services set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and the covenants and promises contained in this Linking Agreement, the patties agrce as follows: 1. Term of Agreement. The City is purchasing supplies and/or services from Contractor putsuant 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 October 1, 2022, until the date the contract expires on September 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 September 30, 2027. The initial period of this Agreement, therefore, is the period from the Effective Date of this Agreement until September 30, 2024. The City may extend the term of this Agreement up to three (3) one-year periods until the Cooperative Purchasing Agreement expires on September 30, 2027. Glendale extensions are not automatic and shall only occut if the City gives the Contractor notice of its intent to extend. The City may give the Contractor notice of its intent to extend this Agreement 30 days prior to the anniversary of the Effective Date to effectuate such extensions. 1 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 ptovided 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 one million dollars ($1,000,000) for the entire term of the Agreement (initial term plus any extensions). 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 requirements 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 ARS. § 41-4401. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the patties 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: 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 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. 2 05/10/2023 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. 11. 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 Sandy Ressler — Fleet Management 6210 W. Myrtle Avenue, #111 Glendale, AZ 85301 and Deete & Company c/o Stote Equipment — Dylan Urton 1111 W. McDowell Road Avondale, AZ 85392 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 Deere & Company municipal corporation a Delaware corporation By: — SS By: (Ye hn Kevin R. Phelps Name: Dylan Urton City Manager Title: Golf and Turf Sales ATTEST: JulieK. 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 DEERE & COMPANY EXHIBIT A STATE OF ARIZONA - ADOT - CONTRACT NO. CTR062307 LANDSCAPE AND UTILITY VEHICLES, TRAILERS AND EQUIPMENT DocuSign Envelope ID: 28808B7E-E4FE-4521-8653-35E800033ABD OFFER AND ACCEPTANCE Procurement 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. Deere & Company Anche Loman Offeror (Company) Name Signature of Person Authorized to Sign Offer 2000 John Deere Run Andrew Roman 7/21/2022 Address Printed Name Date Cary NC 27513 Contract Administrator City State Zip Title RomanAndrewR@JohnDeere.com 800-358-5010 - Option 2 Email Address Phone Number GovContractSupport@JohnDeere.com 309-749-2313 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) CTRO62307 The Contractor is now bound to perform based upon Contract Number terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the state. Including all 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 1st October 22 Effective this day of 20. Christine Fruitnan, 9/23/2022 cer Awarded Date Solicitation No: BPM004560 Available online at Page 1 of 1 https://app.az.gov Rev 04/2020 Public @& JOHN DEERE Aiton Dore Ron” Cary, NC 27513 Phone: 919 804 2000 July 21, 2022 Solicitation Number: BPM004560 Solicitation Due Date: July 26, 2022 @ 3:00 PM PST Solicitation Title: Landscape & Utility Vehicles, Trailers & Equipment Bidder: Deere & Company Proposal Requirements — Equipment Categories Product Description John Deere will offer its complete product offering that fall within the scope of this Solicitation. John Deere’s complete product line up will meet and exceed the needs of all Arizona eligible agencies. Description of the products John Deere will offer include: Residential Zero-Turn Radius Mowers & Equipment Lawn Tractors & Equipment Garden Tractors & Equipment Equipment for Lawn & Garden Tractors Commercial Walk-Behind Mowers & Equipment Commercial Zero-Turn Radius Mowers & Equipment Commercial Front Mowers & Equipment Commercial Wide Area Mowers & Equipment Compact Utility Tractors & Equipment Equipment for Commercial Mowing Products Equipment for Compact Utility Tractors Mid-Size Utility Vehicles & Equipment Full-Size Utility Vehicles & Equipment Traditional Utility Vehicles & Equipment HPX Utility Vehicles & Equipment Implements for Utility Vehicles Agricultural Tractors (Small, Mid and Large Frame) & Equipment Implements & Attachments for Agricultural Tractors Ag Management Solutions (AMS) Reel Mowers & Equipment TerrainCut Mowers & Equipment Special Application Vehicles & Equipment Aercore & Equipment Debris Maintenance & Equipment Hay & Forage Equipment (Balers, Disk Mowers, etc.) Tillage Equipment (Plows, Harrows) Planting & Seeding Equipment Sprayers Frontier Equipment — Attachments: Cotton, Cutting/Mowing, Hay & Forage, Landscape, Livestock, Material Handling, Planting & Seeding, Snow, Sprayers, Tillage Public JOHN DEERE Agriculture & Turf Division Cary, NC 27513. “ Phone: 919 804 2000 Web-link to Current Product Listing and Product Literature Customers can visit www.deere.com that provides detailed product information for the products being offered in this Solicitation. Customers can view information on product features, specifications, and accessories. Utilizing www.deere.com, customers would be able to “Build & Price’ their product. Customers choose the product category and subsequent product options to configure their desired piece of equipment. Manufacturer's Suggested Retail List Price is shown. The website will not show the contract discounts, but if the customers know the discounts on the product category, they will be able to determine their purchase price. Additional product information can be found in the 2021-2022_Work Book that is uploaded in APP. Additional Pricing Incentives — Offer of Multiple Unit Discounts Deere & Company offers the following Multiple Unit Discount schedule: 3-4 units - 1% 5-6 units - 2% 7-8 units - 3% 9 units or more - 4% Sales of 3 or more like self-propelled products sold on the same purchase order are eligible for the multi-unit discount. The 3 or more self-propelled products must be in the same equipment categories as shown below and included on the same purchase order. Compatible implements sold with such products also qualify for the multi-unit discount, but do not count as a unit. Frontier Equipment is excluded from the multi-unit discount. Lawn & Garden Equipment Commercial Mowers Compact Utility Tractors Utility Vehicles (excluding Progators) Golf Equipment (including Progators) Ag Tractors Respectfully, Anchen Loman Andrew Roman Contract Administrator Deere & Company GovContractSupport@JohnDeere.com 800-358-5010, ext. 2285 Public LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND DEERE & COMPANY EXHIBIT B Scope of Work PROJECT For the purchase of landscape and utility vehicles, trailers and equipment on an as-needed basis. ARIZONA DEPARTMENT OF TRANSPORTATION ADOT 1739 W. Jackson Street, MD 100P Procurement Phoenix, AZ 85007 602.712.7211 Contract Amendment Summary CONTRACTOR: Deere and CO CTRO62307 | AMENDMENT NO.: One (1) DESCRIPTION: Landscape and Utility Vehicles, Trailers and Equipment Pursuant to the Uniform Terms and Conditions, Section 5, Contract Changes, the above referenced contract is amended. Summary of changes is as follows: 1. Amendment One (1) to mutually extend this contract from October 1, 2023 through September 30, __ 2024 unless terminated, canceled or extended as otherwise provided in the contract. 2. The executed SPO205 Forced Labor of Ethnic Uyghurs Ban form is hereby included with this amendment. 3. All other terms, conditions and provisions of this contract remain unchanged. Rev, 04/2020 STATE OF ARIZONA MA DOT ARIZONA DEPARTMENT OF TRANSPORTATION 1739 W. Jackson St., Ste. A Procurement Phoenix, AZ 85007 REQUEST FOR PROPOSAL SOLICITATION NUMBER: BPM004560 DESCRIPTION: Landscape and Utility Vehicles, Trailers and Equipment 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. Patrick Breazeale Procurement Officer Phone: 602-712-8504 Email: PBreazeale@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, notional origin in consideration for an award. Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-2089, Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation, Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602) 712-2089. Rev, 04/2020 ADOT TABLE OF CONTENTS Procurement SECTION PAGE Notice 1 Table of Contents 2 Scope of Work 3 Special Terms and Conditions 9 Uniform Terms and Conditions 20 EXHIBITS 1- Title VI/Non-Discrimination Assurances Appendix A 30 2- Title VI/Non-Discrimination Assurances Appendix E 31 3- ADOT Quarterly Usage Report 32 Solicitation No: BPM# BPM004560 Available online at Page 2 of 32 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 Landscaping and Utility vehicles, Trailers and Equipment. 2. Introduction and Background 2.1. The State of Arizona Department of Transportation (Department) is seeking to contract with a qualified vendor(s) who can provide various landscaping equipment and vehicles which includes but is not limited to, utility vehicles, tractors, trailers, all-terrain vehicles, grounds maintenance vehicles, lawn and garden equipment, in addition to other related products, parts and accessories for the State of Arizona and participating Eligible Agencies. This equipment will be used to support official organizational goals. 3. General Requirements 3.1. The contractor shall provide a comprehensive selection of products at anticipated volumes available through manufacturer’s current published price lists. Products offered shall be the newest product model available from the manufacturer, No prototype, demo products, rebuilt or reconditioned products shall be accepted. 3.2. Contractors shall have the ability to create and process numerous individual accounts for order placement, billing and reporting purposes and have inventory and transportation capacities sufficient to meet customer demand and contract delivery requirements. 3.3. For vehicles or equipment requiring up-fit/modifications, all applicable cost may be included in quotation or as a separate quotation. 3.4. The contractor may assign a representative(s) to the State to act as a liaison between the Eligible Agencies and the contractor. 3.5. The contractor shall provide genera! help and ordering assistance including toll-free phone and web-based support. 3.6. The contractor shall have a return process in place to accommodate for any defective or damaged product. Any item that is received in error or in a defective or damaged condition shall be replaced or returned within thirty (30) days at no cost to the Eligible Agency. Any defects noted after thirty (30) days of acceptance, the eligible agencies will utilize the (1) year manufacturer's warranty. 3.7. The contractor shall have local Arizona authorized service and repair facilities capable of servicing, repairing and or warranty work on any equipment sold to the State of Arizona. Solicitation No: BPM# BPM004560 Available online at Page 3 of 32 https://app.az.gov, ADOT SCOPE OF WORK Procurement 3.8. Once a purchase order has been issued, the contractor shall notify the Eligible Agency of any delivery date delays or changes as early as possible. 4. Specific Requirements 4.1. Product Categories Equipment offered in the following categories shall be considered for award. These categories shall be defined by similar types of products and include all related types of powered equipment (i.e. gasoline, E85, bio-diesel, diesel, alternative fuels, battery and electric), parts and accessories. The Contractor shall provide the goods described in any or all of the following categories: 1. Lawn and garden equipment: To include but not limited to; edger’s, shrub trimmers, chain saws, stump grinders, wood splitters, weed eaters, portable pumps, portable generators and leaf blowers. 2. Mowers: To include but not limited to; walk-behind, reel, rotary, flail, zero turn, ride on, commercial front and wide-area mowers, commercial boom or side-arm mowers, three point hitch type, pull behind, and trim (edge). 3. Athletic Field and Turf Equipment: To include but not limited to; aerators, ball field and bunker rakes, scrapers, stripers, rollers and edgers. 4. — Sprayers: To include but not limited to; backpack sprayers, spot sprayers, electric or gas- powered towable or mounted sprayers (encompassing cart, trailer, truck or vehicle mounted) and self-standing mix tanks, including all applicable parts, attachments and accessories. Stock and custom rigs are included. 5. Brush or wood chippers: To include but not limited to; hydraulic fed, power take off (PTO) driven, skid mount or upright chippers, gas-powered capable of processing up to 3” diameter material, diesel-powered capable of chipping material up to 18” x 24”, including all attachments and accessories. 6. Tractors: To include but not limited to; compact utility, utility, tow tractors and agriculture tractors, including all applicable implements and attachments. 7. Compact Excavators: (Max operational weight of 20,000 Ibs.) To include but not limited to; skid steers, loader backhoes, tractor loaders and mini hydraulic excavators, including all applicable implements and attachments. 8. Utility Trailers: (Max Gross Vehicle Weight Rating (GVWR) 25,900 Ibs and electric brakes only.) Full line and sizes of Fifth wheel, Ball Hitch, Lunette Eye Pintle Hook, enclosed, open, tilt, tandem axle, single axle, carry-on dump trailers, off-road vehicle trailers. Semi-trailers are not included. Solicitation No: BPM# BPM004560 Available online at Page 4 of 32 https://app.az.gov, ADOT SCOPE OF WORK Procurement 10. 11. Utility Boxes: (Maximum capacity 70 cu. ft.) To include but not limited to; steel, aluminum or plastic construction, truck toolbox, construction site storage box (job box), storage drawer boxes for van and truck bed mounting. Utility Vehicles: To include but not limited to; three or four wheelers, quads, work/utility ATVs, Battery electric vehicles, burden carriers and personnel carriers including all attachments and accessories. Sand Rail and Dune Buggy ATVs and side by sides are not included. Towable: To include but not limited to; towable light towers, trailer mounted centrifugal pumps, pull behind generators and air compressors. 4.2. Training 1. If requested by the Eligible Agency, the contractor shall provide, at no additional cost, on- site training to ensure proper use of equipment. In lieu of face-to-face training, the Eligible Agency may request the contractor to provide copies of any existing training materials, which cover the inspection, service, and operation of purchased equipment. Training shall be conducted by qualified representative(s) that have a high level of knowledge and experience relating to the type of equipment offered or purchased and experience in performing such training. Scheduling Training: The Eligible agency shall be responsible for scheduling training. When an Eligible Agency places an order and training will be required, the Agency may designate a point of contact for any training coordination. The training shall contain the following information: ° Technical Manuals e Vehicle/Equipment Familiarization e Engine ° Transmission ° Brakes And Air Supply System e Body And Components e Hydraulic Systems Solicitation No: BPM# BPM004560 Available online at Page S of 32 https://app.az.gov, ADOT SCOPE OF WORK Procurement ° Complete Electrical Components e Calibration Systems 6. Operator and Mechanic Training: Operator training shall focus on the operation of equipment, daily inspections, as well as, minor adjustments and shall be conducted at the location requested by Eligible Agency. Mechanic training shall focus on the operations, routine/preventive maintenance and repair troubleshooting of equipment and shall be conducted at the location requested by Eligible Agency. The contractor will be notified of these locations when the Eligible Agency schedules the training. 6.1 Operator Training. At completion of training session the attending equipment operators shall be able to: e Describe the operating capabilities and any special features present on the equipment. Identify all control devices to the equipment model. Describe the proper/safe techniques to use for transporting the equipment including loading and tie-down. Use the Operator’s Manual to identify: e Special safety considerations that include cautions and warnings applicable to the operation of the equipment ° Manufacturer’s recommended preventive maintenance service intervals and procedures including pre- and post-operational inspection and service requirements. Demonstrate on the equipment: The ability to identify inspection and service points. Proper/safe start-up and shutdown procedures. Proper/safe use of all controls. 6.2 Mechanic Training. At the completion of these training sessions, the attending technicians will be able to: 1. Describe the primary equipment systems design features, function and capabilities. Identify the primary equipment systems component location and function. Use manufacturer's reference literature and materials to identify. Manufacturer’s Preventive Maintenance service intervals and procedures. Recommended system diagnostic procedures and repair processes. Representative component part numbers and nomenclature. QU Pwn Solicitation No: BPM# BPM004560 Available online at Page 6 of 32 https://app.az.gov, ADOT SCOPE OF WORK Procurement 7. Demonstrate on the equipment, the use of specified diagnostic procedures and appropriate tools/devices to diagnose the most likely primary equipment system failures and describe the procedures that would be required to repair these failures. 4.3. Manuals: A digital version or hard copy of all manuals may be provided for an additional fee to the eligible agencies if requested. The manual fee(s) will be quoted at the time of the estimate. The contractor shall provide either electronic or hard copy manual(s) as requested by the eligible agency: CO) Operator's Manuals, per unit ordered. e Parts Manual, per unit ordered. ° Service and Repair Manual, per unit ordered. ° Overhaul Manual, per unit ordered. ° Cross reference guide from manufactures (part numbers to their suppliers part numbers), per unit ordered. 4.3.1. If Applicable, the Contractor shall include wiring diagrams, Hydraulic / Pneumatic Schematics (for basic machine and engine) as part of the manual documentation and must be delivered to the Eligible Agency if requested. 4.4. Up-fit / Modifications 4.4.1. The Eligible Agency may request the Contractor(s) to up-fit/modify any vehicle or equipment for specific organizational needs. Other vehicles or equipment may require interior and/or exterior modifications per the individual Eligible Agency. 4.4.2. The Eligible Agency will supply all up-fit/modification requests to the Contractor. The Contractor shall identify any conditions that apply to the up-fit/modification on a quotation to the Eligible Agency for review before any work commences. 4.5. Estimates: All products shall be quoted from the most current product line offered on manufactured website. 4.5.1 A written or electronic quote that includes parts, materials, and estimated delivery time shall be provided to the eligible agency prior to commencement of delivery of goods. Quote shall contain the following at a minimum: ° Manufacturer Part number e Description e MSRP ° Contracted Price (Showing Discount) Solicitation No: BPM# BPM004560 Available online at Page 7 of 32 https://app.az.gov, ADOT SCOPE OF WORK Procurement 4.6. Pricing Structure 4.7. 4.6.1, 4.6.2. 4.6.3. Contract prices shall be in the form of a fixed percentage of discounts off the most recent Manufacturers Suggested Retail Price (MSRP) part of the contract. The published price list may be in the form of an Internet website. The internet website shall include at a minimum, part numbers and descriptions (Photos Optional) of all contracted products or groups of products. Real-time MSRP may be used at the time that the estimate is issued as long as the MSRP is published and available for the eligible agency to review. The contractor shall honor the quoted MSRP with applicable discounts for a minimum of 30 days. Economic Surcharges: Any manufacturer imposed surcharges shall be listed on the estimate and acceptance of charges shall be determined by the eligible agency. Warranty 4.7.1. 4.7.2. 4.7.3. Contractor shall be responsible for all warranty work. In addition, the Contractor shall have an authorized repair dealer located in Arizona that will accomplish or coordinate any necessary warranty work. The minimum warranty shall be One (1) year or manufacture/industry standard warranty whichever is greater. The warranty period on workmanship and materials shall be based on a minimum of twelve (12) months from the time of acceptance by the eligible agency unless otherwise agreed to in writing. 5. Contractor’s Responsibilities 5.1. Contractor's Best Pricing. Supplier warrants that, for the term of the Contract, the prices and discounts awarded will be equal to or better than the lowest prices the contractor sells to an equivalent entity. 6. Department’s Responsibilities 6.1. Inspection & Acceptance: The eligible agency shall have ten (10) business days (excluding any state holidays) to complete the inspection and acceptance of equipment. The eligible agency shall not unreasonably withhold acceptance. Solicitation No: BPM# BPM004560 Available online at Page 8 of 32 https://app.az.gov, a ADOT SPECIAL TERMS AND CONDITIONS Procurement 1. ‘CONTRACT TERM The term of any resultant contract shall commence on the effective day of award and shall continue for a period of twelve months (12) 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 Arizona Revised Statutes §41- 2632. 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 The Department 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 the Department 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 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. 6. SHIPPING TERMS Delivery shall be F.0.B. Destination to the location designated herein. Contractor shall retain title and control of all goods until they are delivered. All risk of transportation and related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The Department will notify the Contractor promptly of any damaged goods and shall assist the Contractor in arranging for inspection. Solicitation No: BPM# BPM004560 Available online at Page 9 of 32 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement 7. DELIVERY Deliveries shall be completed In accordance with the requirements of the contract. Delivery of the product does not constitute acceptance. 8. INSPECTION AND ACCEPTANCE Each item delivered shall be subject to a complete inspection by the Department within Ten (10) days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials. If the delivered product is not accepted and returned for corrective action, an additional fifteen (15) calendar days shall be allowed for inspection of the corrected or replacement product. The Contractor shall be responsible for the transport of the material to and from the Department for the correction of items or workmanship not in compliance with the specifications. Product returned for corrective action may delay payment. Invoices will be processed for payment only after the product is accepted. 9. INVOICING and PAYMENT Contractor shall submit all billing notices or invoices to the ordering Eligible Agency or Co-Op Buyer at the address indicated on the applicable Order document. Separate invoices are required for each shipment of product or 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 e Purchase Order Number e Invoice Number and Date © Date the items were shipped to the Department e Contract Line Item Number e Line Item Description or Item or Service e Quantity Purchased e — Line Item Unit of Measure e Price per Unit and Total per Unit ¢ Catalog or Other Discount (if applicable) e Net Unit Price and Total per Unit (if applicable) e Applicable taxes e Applicable Shipping/Freight Charges(inbound freight only) Solicitation No: BPM# BPM004560 Available online at Page 10 of 32 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement 10 11 12. e Total Invoice Amount Due 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 for the purchase of product within thirty (30) calendar days after the Department has conducted the necessary reviews, inspections and acceptance as described herein. The Department acceptance date will 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. Purchasing Card. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a Purchasing Card are the responsibility of Contractor. Unless otherwise stated in the Contract there will be no additional fees or increase in prices associated with this method of payment. ESTIMATED USAGE The Department anticipates considerable usage under this contract. The Department reserves the right to increase or decrease actual quantities ordered as circumstances may require. No guarantees are made concerning actual purchases under this contract. PRICE REDUCTION A price reduction adjustment may be offered at any time during the term of a contract and shall become effective upon notice through a written contract amendment. PRICE INCREASE The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was Clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price Solicitation No: BPM# BPM004560 Available online at Page 11 of 32 https://app.az.gov,