Amendment No.1 to Linking Agreement with AZ Pro Signs Inc
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C23-0995 AMENDMENT NO. 1 LINKING AGREEMENT (CITY OF GLENDALE, Contract No. C23-0995) This Amendment No. 1 (“Amendment”) to the Linking Agreement (“Agreement”) is made this day of » 2024, (“Effective Date’), by and between the City of Glendale, an Arizona municipal corporation (“City”) and AZ Pro Signs, Inc., an Arizona corporation, authorized to do business in Arizona (“Contractor”). RECITALS City and AZ Pro Signs, Inc. (“Contractor”) previously entered into Linking Agreement, Contract No. C23-0995, dated September 26, 2023 (“Agreement”); and City and Contractor wish to modify and amend the Agreement subject to and strictly in accordance with the terms of this Amendment. AGREEMENT In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree as follows: 1. Recitals. The recitals set forth above are not merely recitals but form an integral part of this Amendment. Term. The term of the Agreement is unchanged. Scope of Work. The Scope of Work is being amended to include full graphic wraps on light and heavy-duty vehicles and transit buses. Compensation. The original compensation amount of $75,000 is increased by $190,000, for a new not to exceed amount of $265,000 over the entire term of the Agreement (initial term plus any renewals). Insurance Certificate. Current certificate will expire on January 6, 2025 and a new certificate applying to the extended term must be provided prior to this date to Materials Management and the Contract Administrator. 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, wartants compliance with this section. 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 1 05/10/2023 10. Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in A.RS § 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 (©) 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. 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. Ratification of Agreement. City and Contractor hereby agree that except as expressly provided herein, the provisions of the Agreement shall be, and remain in full force and effect and that if any provision of this Amendment conflicts with the Agreement, then the provisions of this Amendment shall prevail. [Signatures on the following page.] 05/10/2023 CITY OF GLENDALE, an Arizona ounicipal corporation Kevin R. Phelps, City Manager ATTEST: Julie K. Bower, City Clerk (SEAL) APPROVED AS TO FORM: Michael D, Bailey, City Attorney AZ Pro Signs, Inc., an Arizona cotporation By: ~jerReedes, 1+ FP Alar pore Its: Client Setvices Director 05/10/2023 AMENDMENT NO. 1 LINKING AGREEMENT (CITY OF GLENDALE, Contract No. C23-0995) EXHIBIT A STATE OF ARIZONA CONTRACT NO. CTR061838 VEHICLE DECAL AND GRAPHICS Attachment 1: Offer and Acceptance Form Arizona Department of Administration Solicitation No. BPM004167 ‘State Procurement Office 100 N 15th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Vehicle Decal and Graphics Products and Services in compliance with the Solicitation indicated above and our Offer indicated by the latest dated version below: vised Offers: | Beat and Final Often AZPRO Signs 650 N 99th Ave, Ste 101 Avondale, AZ 85323 Kim Dickenson, Account Manga =e eee CERTIFICATION: By signature in the above, Offeror certifies that It 1. _ will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Order 2009-9 or A.R.S. § 41-1461 through 1465; 2, has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, oan, gratuity, special discount, trip, favor, or service to @ public servant in connection with the submitted offer. Fallure to provide a valid signature affirming the stipulations required by this clause will resuit in rejection of the Offer. Signing the Offer with a false statement will vold the Offer, any resulting contract, and may be subject to legal penalties under law; 3. complies with A.R.S. § 41-3532 when offering electronics or information technology products, services, or maintenance; and 4. Is not debarred from, or otherwise prohibited from participating in any contract awarded by federal, state, or local government. ACCEPTANCE OF OFFER: State hereby accepts the Initial Offer, Revised Offer, or Best and Final Offer identified by the latest date and number at the top of this farm (the Accepted Offer). Offeror is now bound (as Contractor) to carry out the Work under the attached Contract, of which the Accepted Offer forms a part. Contractor is cautioned not to commence any billable work or to provide any material or perform any service under the Contract until Contractor receives the applicable Order or written notice to Proceed from the Procurement Officer. State's Contract Number Is: CTRO61838 8/24/2022 1 Solicitation Attachments Douglas A. Ducey Andy Tobin Govemor Director ARIZONA DEPARTMENT OF ADMINISTRATION STATE PROCUREMENT OFFICE 100 NORTH FIFTEENTH AVENUE 1 SUITE 402 PHOENIX, ARIZONA 85007 http//spo.az.gov Sent via e-mail to: kdickenson@azprogroup.com August 24, 2022 Re: Award of Contract No.CTRO61838 Dear Kim Dickenson, All offers received were evaluated in accordance with the evaluation criteria set forth in the solicitation document. The procurement file for this solicitation, including evaluation documents and resultant contracts, will be available for public viewing within three days of award via the State's e-Procurement system. In accordance with Special Terms and Conditions of the contract and prior to beginning any work under the contract, your company is required to submit the following documents. 1. Certificate of Insurance to the State Procurement Office. The certificate of insurance shall indicate that your company is in compliance-with.all insurance-requirements contained in the contract. Make sure to Include the contract number In the Certificate Holder Box, separate pages for the endorsements are required — Additional Insured and Waiver or Subrogation. You will be required to upload your certificate of insurance to your supplier profile in APP, but please provide a copy of the COI for approval purposes directly to me at cammy.hoan doa.qov prior to the initial contract term. 2. NOTE: Our system will keep record of expiration dates shown in your COI and will flag the contract for expired COI at the earliest date shown on your COI, it is your responsibility to provide an updated CO! prior to the earliest expiration date. You are cautioned not to begin any work under the contract until the Procurement Officer assigned to your contract has issued a written notice to proceed. lf you have any questions regarding your company’s contract, please contact me at cammy.hoang@azdoa.gov. Thank you for your response and for your continued interest in doing business with the State of Arizona. Sincerely, Cammy Hoang, CPPB Procurement Officer AMENDMENT NO. 1 LINKING AGREEMENT (CITY OF GLENDALE, Contract No. C23-0995) EXHIBIT B Scope of Work PROJECT The Scope of Work is being amended to include full graphic wraps on light and heavy-duty vehicles and transit buses. Contract Amendment Arizona Department of ‘Administration Vehicle Decal and Graphics Te N. 15" Avenue, Phoenix, AZ 85007 CTROG1838 APP Amendment 1 AZ PRO SIGNS Ine In accordance with the Special Terms and Conditions, Section 3.2, Contract Extensions, and Section 5.1, Contract Amendments, this contract is amended as follows: Contract is extended to September 2, 2024. ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED. ACKNOWLEDGEMENT AND AUTHORIZATION Arizona Department of Administration Request for Proposal State Procurement Office 100 N 15th Avenue Notice Page Phoenix, AZ 85007 Solicitation Number: BPM004167 Description: "Vehicle Decal & Graphics = Solicitation Due Date and Time: |" March 30%, 2022 : ' 1 Pre-Offer Conference: Pre-Offer Conference will not be conducted. 1 Proposals will only be accepted online in “The State’s e-Procurement System" at https://app.az.gov until the “Bid/Offer Due Date” indicated in “The State's e-Procurement System” for the Solicitation No. shown at the top of this page. Proposals must be in the State Procurement Office’s possession online no later than that deadline. Submit technical inquiries about navigating and/or submitting proposals in the State’s e-Procurement System to the State’s e-Procurement System Help Desk by phone at (602) 542-7600, option 2; or by email to ann@azdoa.gov LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requiremerits or procedures for online submission in “The State’s e- Procurement System”. It is the responsibility of the supplier/offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation. Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as: possible to allow time to arrange for the accommodation. Solicitation Requirements (rev 12/21) ; Page 1 Requeet for Proposal a Solicitation No. BPM004167 100 N 15th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 Notice Page 1 Table of Contents 2 Solicitation Summary 3 Scope of Work 5 nditi 8 Uni Terms and Conditi 49 Exhibit | 59 Solicitation Requirements (rev 12/21) Page 2 Solicitation Summary _— iasminianee’ Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 16th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 1. What the State is Soliciting? The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 is seeking to establish one or more “statewide” contracts to provide furnishing, installing, removing, and designing decals and graphics for vehicles. The State anticipates awarding contract(s) with the intent to secure service coverage statewide. Whether or notit actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are ail at the State's discretion. Furthermore, the State will use any awarded contracts on an as-needed basis, with no guarantee as to Its actual spending under them. The State reserves the right to accept any item or combination of items specified in the solicitation, unless the Offeror expressly restricts an item or combination of items in its Proposal, and conditions its response on receiving all items for which it provided a proposal. In the event of such restriction, the State will evaluate if an award on such basis will result with the best value and in the best interest for the State. The State may otherwise determine at its sole discretion that such restriction is non-responsive and deem the Offeror ineligible for further evaluation. What is in the Solicitation? 2.1. At the time of publication, the following documents are included in the Solicitation: 2.1.1. Attachment: BPM004167 Solicitation Requirements 2.1.1.1. Notice / Cover Page 2.1.1.2. Table of Contents 2.1.1.3. Solicitation Summary 2.1.1.4. Scope of Work 2.1.1.5. | Special Terms and Conditions 2.1.1.6. Uniform Terms and Conditions 2.1.1.7. Exhibits 2.1.2. Attachment: BPM004167 Solicitation Instructions 2.1.2.1. Special Instructions to Offerors 2.1.2.2. Uniform Instructions to Offerors 2.1.3. Solicitation Attachments 2.1.3.1. Offer and Acceptance 2.1.3.2. Boycott of Israel Disclosure 2.1.3.3. Confidential Information Designation 2.1.3.4. Conformance Statements 2.1.3.5. Key Personnel 2.1.3.6. _ Letter of Insurability 2.1.3.7. Organization Profile 2.1.3.8. | Proposed Subcontractors Solicitation Requirements (rev 12/21} Page 3 Solicitation Summary Ataon Dabertneent dl Ackraetsisin Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 15th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 2.1.3.9. Exhibit! 2.2. The State may Issue a Solicitation Amendment at any time after solicitation publication, and before the proposal due date. It is the responsibility of the cupplier/offeror to routinely check the APP website for any Solicitation Amendments and revised documents. Solicitation Requirements (rev 12/21) ; Page 4 Scope of Work ae | ticmmiiiton Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 1th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 Purpose and Background 1.1. The purpose of this solicitation is to establish a contract(s) to furnish, install, remove, or design decals and graphics for vehicles for Eligible Agencies, Employees and the State of Arizona. Scope of Work 2.1. Contractor shall furnish all labor, labor burdens, materials, equipment, tools, accessories, parts, components, transportation services, permits, insurance, per diem, all applicable taxes, and all other items of expense required to complete the work. 2.2. Contractor shail: 2.2.1. Have all services performed by qualified/experienced technicians and personnel. 2.2.2. Perform and complete all services in accordance with all applicable industry, best practice, specifications and standards as well as any Agency supplied specifications. 2.2.3. Provide and maintain all equipment, software, and staff necessary to ensure the provision of all services under this contract. The Contractor shall bear the full cost for upgrading its equipment to be current with industry technology, which may be necessary, for the cost effective, efficient, and timely provisions of all services under this contract. 2.2.4. Complete ail installation, removal, and repair services at the requesting Agency —- business site or mutually agreed upon job site between the Agency and Contractor, whatever is more convenient for the Agency. 2.2.5. Upon completion of services, clean, wash exterior and make ready for Agency buy. off (i.e. removal of excess grease/lubricants, finger/fhandprints, etc.) of all vehicles. 2.2.6. Be responsible for any faulty or overrun printing costs, per industry standard. 2.2.7. Provide warranty on all labor/craftsmanship for a minimum period of one year of the installation date and for all materials as per the manufacturer's warranty. The Contractor shall repair or replace any work found to be defective during this period 2.3. Reference made to items, identified by trade name, is intended to show kind and quality of products desired and is not intended to be restrictive or limit competition. The use of brand names or manufacturer's catalog references shall be constructed as quality level, method and type of performance and does not indicate that item cited is mandatory. Products substantially equivalent to those designated shall qualify for consideration. Technical Specifications 3.1. Material utilized in the scope of work shall be equal to or greater than described. 3.2. _ All exterior non-printed decal material shall be 3M 680CR, or as otherwise specified, exterior Solicitation Requirements (rev 12/21) Page 5 Scope of Work Arizona Department of Administration Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 15th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 3.3, 3.4. 3.5. 3.6. 3.7. 3.8. 3.9. 3.10. 3.11. 3.12. 3.13. 3.14. 3.15. printed decal material shall be 3M lJ680CR- 10 with a 3M 8528 laminate, Indoor printed material shall be 3M IJ35C-10 with 3M 8518 laminate. All exterior printed graphics shall employ a 3M 8528 gloss laminate for overprotection and increased durability. All interior printed graphics shall employ a 3M 8518 laminate for overprotection and increased durability. All ink utilized on both interior and exterior printed decals shall be recommended for said use by the material manufacturer (3M). Recommended fabrication techniques shall be followed to assure product aesthetics, reflective performance and durability. Film shatl have a permanent/removable-on-demand, pressure sensitive adhesive capable of being applied at temperatures from 50°F to 100°F. Size and shape of decals/graphics shall be engineered and produced so that each one fits the specific body panel; therefore, the wheel arcs, door gaps, etc. are to be engineered and cut by the decal/graphics manufacturer. All cuts shall allow for tolerances from vehicle to vehicle. There shall be no distortion in the shape of the decal. Finished products shall show a clear-cut execution and shall be clean and neat. Decals shall be capable of laying completely flat on the surface to which it is applied, and shall not bubble, buckle, or crack. The finished product shall conform to the quality standard of this specification in all characteristics. All decals shall be warranted against defects, burn-out, fading or lifting from the applied surface for a period of 60 months or longer. All warranty work, including but not limited to removal, repair, and re-installation shall be completed at the requesting Agency business site. At the convenience of the Agency, a mutually agreed upon job site may be determined to differ from the Agency business site. All decals for corresponding body panels shall be one piece. Piecing decals together is not acceptable and will be rejected. Decal installation to comply with decal material manufacturer's installation techniques and instructions. Installation and Performance Specifications 4.1. The Contractor shall use reasonable care to avoid damaging Agency vehicles or other property while performing work under this contract. All Contractor caused damage shall be repaired or replaced immediately or as mutually agreed upon by the Agency and the Contractor. Repairs and/or replacements shall be subject to express approval by the Agency. All costs associated with the repair and/or replacement of damage caused by the Contractor shall be borne by the Contractor. Solicitation Requirements (rev 12/21) Page 6 Scope of Work Arizona Department of Administration Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 15th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 4.2. 4.3. 44, 4.5. Any modifications to the design/placement of the decal must have express approval by the Agency before any work modifications begin. Final inspections shall be conducted by the Agency. All rework that Is deemed required by the Agency as a result of the inspections shall be immediately corrected with all costs borne by the Contractor. Contractor shall make an appointment with the requesting Agency to determine specific date, time, detailed task description, and location where the Contractor shail arrive and Perform work. Contractor shall make every effort to accommodate specific requirements needed to gain access to Agency property, including up to but not limited to, checking in at the front Office, be escorted by Agency personnel, etc. Graphic Design 5.1. 5.2. 5.3. Contractor shall have the capability to provide graphic design to accommodate visual needs of the Agency. Graphic design(s) may originate from the Agency or may be created by the Contractor. if provided by the Agency, a graphic designer shall review details of the job assuring that quality and accuracy of the design and file is print ready. All graphic design, including articles, photos, artwork, or any other material provided by the Agency, or created by the Contractor under this contract, shall be owned by the Agency, and shall not be shared or used by the Contractor in any other way except to provide the services outlined in the Scope of Work. The Contractor shall protect this information and allow it.to be accessed only by individuals directly responsible for performing the services outlined in the Scope of Work. The Contractor shall communicate with the Agency to ensure proofs are sent to the Agency and gain express approval before production of material or installation commences. Solicitation Requirements (rev 12/21) Page7 Special Terms and Conditions icc Dapereueed mumiilodion Request for Proposal State Procurement Offica Solicitation No. BPM004167 100 N 15th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 Compensation method Contractor will be compensated based on the final detailed written quote approved by the Customer. Pricing 2.1. Contractors Best Pricing. Supplier warrants that, for the term of the Contract, the prices and discounts set out in the APP Items (F) tab will be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment and materiats. 2.1.1. That price-plus-discount equivalence (“Contractor's Best Pricing") Is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates or allowances. 2.1.2. If Contractor's Best Pricing for equivalent services, Items of equipment and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor's Best Pricing for all sales related to the Contractor made after the date when the Contractor's Best Pricing was first better than the Contract Pricing. 2.1.3, For clarification of intent, that date Is Intended to be the date when the difference first occurred, which might have been before the difference was first identified. If it was before, then Supplier agrees to charge at less than the Contract Pricing until the extended difference that would have been realized (ie., if the Contractor's Best Pricing had been applied when it should have been) has been settled. 2.2. Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor's offer as accepted by State. Details of service not explicitly stated in the Scope of Work or in Contractor's Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided. 2.3. Price Increase. The State may review a fully documented request for a price increase. The requested increase shall be in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the time of the offer and Is directly correlated to the price of the product concemed. Contractor must provide conclusive evidence of a need for any price increases such as being substantiated by the Producer Price Index, Consumer Price Index, or similar pricing guide. Solicitation Requirements (rev 12/21) Page 8 Special Terms and Conditions ae ei Riminietation Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 45th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 2.3.1. Initial Contract prices will be honored for one year after award of Contract. 2.3.2. All written requests for price adjustments made by the contractor shall be initiated thirty (30) days in advance of any desired price increase to allow the State sufficient time to make a fair and equitable determination to any such requests. This may be waived upon proper documentation demonstrating the urgency of the request. 2.3.3, All price adjustments will be implemented by a formal contract amendment. State shall determine whether the requested price increase or an alternate option Is in the best interest of State. 2.4. Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period. The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include difference in pricing, begin, and end date of promotion along with the products covered. 2.5. Additional Charges. Any charges or féés not delineated in the Contract may not be added, billed, or invoiced under the Contract. 2.6. Travel. Contractor shall get written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in the State's Travel Policy. Contractor shall itemize all per dlem and lodging charges. State Travel Policy, including State rates, may be located at httos://gao.az.govitravel. The Eligible Entity / Customer shall reject any claim for travel reimbursement without prior written approval. Funding No particular funding considerations apart from paragraph 4.4 [Availability of Funds for the Next State fiscal year] and 4.5 [Availability of Funds for the current State fiscal year] of the Uniform Terms and Conditions have been identified as of the Solicitation date. Invoicing 4.1. Invoices Go To Buying Entity. Contractor shall submit all billing notices or invoices to the ordering Eligible Entity/Customer (e.g. Eligible Agency or Co-Op Buyer) at the address indicated on the applicable Order document or by utilizing the Buying Entity’s purchasing tool/process. 4.2. Minimum Invoice Requirements, Every Invoice must include the following information: Solicitation Requirements (rev 12/21) Page 9 Special Terms and Conditions Ateona Depa aakbaten Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 15th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 4.2.1. 4.2.2. 4.2.3, 4.2.4. 4.2.5. 4.2.6. 4.2.7. 4.2.8. 4.2.9. 4.2.10. 4.2.11, 4.2.12. 4.2.13. 4.2.14, 4.2.15. 4.2.16. Bill-to name and address Contractor name and contact information Remit-to address Invoice number and date State contract number Order number (APP PO number) Date the services performed Applicable payment terms Material or Service description (Itemized) Quantity delivered or performed Line item unit of measure [tem price Extended pricing Taxes (as a separate invoice line item) Mailing fees (if applicable) Total invoice amount due 4.3. No Invoice Without Authorization. Contractor shall not seek payment for any: 4.3.1. 4.3.2. 4.3.3. Materials or Services that have not been authorized on an acknowledged Order; Expediting, overtime, premiums, or upcharges absent State's express prior approval; or Materials or Services that are the subject of a Contract Amendment that has not been fully signed. 4.4. Submitting Invoices. Contractor shall submit an invoice to the ordering Eligible Agency or Co-Op Buyer using the form and/or process provided or required by the ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer). Every invoice must be signed by Contractor's authorized representative and accompanied by all supporting information and documentation required by the Contract and applicable laws. 4.5. Defective Invoices. Without prejudice to its other rights under the Contract or further obligation to Contractor, the ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) may, at its discretion, reject any materially defective Invoice. 4.5.1. 4.6.2. Solicitation Requirements (rev 12/21) The ordering Authorize Entity/Customer (Eligible Agency or Co-Op Buyer) shall notify the Contractor within 5 (five) business days after receipt if it determines an Invoice to be materially defective. Invoices will be deemed automatically rejected upon delivery if they: 4.5.2.1. are sent to an incorrect address; Page 10 Special Terms and Conditions hiteone D of Adminietrats Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 15th Avenue Vehicle Decal & Graphics Phoenix, AZ 85007 5. 4.5.2.2. do not reference the correct State contract or APP Order number; or 4.5.2.3. are payable to any Person other than the Contractor. 4.5.3. The ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects. Payments 5.1. 5.2. 5.3. 5.4. 5.5. 5.6. Payment. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed amounts due to Contractor within the time period specified in Section 4.0 Costs and Payments of the Uniform Terms and Conditions Joint checks or direct pay. Applicable Eligible Agency or Co-Op Buyer may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor's requested payment is owed. Recovery of overpayment. If applicable, Eligible Agency or Co-Op Buyer determines that an overpayment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the overpayment and may deduct the overpaid amount from amounts then or thereafter due to Contractor. Payment to subcontractors. Contractor shall make payment of all undisputed amounts due to Subcontractors within thirty (30) days of receipt of funds from applicable Eligible Agency or Co-Op Buyer applicable to their services. 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 the Contractor. Uniess otherwise stated in the Contract there will be no additional fees or increase in prices associated with this method of payment. Automated clearing house. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, the Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract. The form is available online at: https://qao.az.goviafisivendor- information Solicitation Requirements (rev 12/21) Page 11 Special Terms and Conditions /Astzone Depertnent of Administration Request for Proposal State Procurement Office Solicitation No. BPM004167 100 N 15th Avenue Vehicle Decal & Graphics Phoenic'AZ 86007 1. Definition of Terms: As used in the Contract, the terms listed below are defined as follows: 1.1. 1.2. 1.3. 1.4, 1.5. 1.6. 1.7. 1.8. 1.9. Acceptance: The document titled “Offer and Acceptance Form” bearing the State contract - number once Procurement Officer has signed it to signify (1) State's formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services. Accepted Offer: 1.2.1. if State did not request a Revised Offer, then “Accepted Offer’ means the Initial Offer. 1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means the latest Revised Offer. 1.2.3, If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer. Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) and Arizona Administrative Code (A.A.C.) are each defined in the Instructions to Offerors. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: httos://www.azdor.aov/business/transactionprivileaetax.aspx Attachment. Any item that: 1.5.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial Offer, Revised Offer, or Best and Final Offer); 1.5.2. Was attached to an Offer when submitted; and 1.5.3. Was included in the Accepted Offer. Pricing Dacument. Section Pricing Document of the Solicitation Requirements document of the Solicitation Documents, provided that, if there Is no such Section in the Contract, then “Pricing Document” is to be construed as referring to whatever item in the Contract contains the contracted pricing and payment provisions. Contract Amendment. A document signed by the Procurement Officer that has been issued for the purpose of making changes to the Contract after execution. Contract Terms and Conditions. The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively. Contractor. The Person identified en the Accepted Offer who has entered into the Contract with the State. Solicitation Requirements (rev 12/21) Page 12