Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
PROGRESSIVE SERVICES, INC. \

This Linking Agreement (“Agreement”) is entered into as of this day of » 20 » between
the City of Glendale, an Arizona municipal corporation (“City”), and Progressive Services, Inc., an Arizona
Corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

A, On April 19, 2024, a member of the Mohave Cooperative Purchasing Agreement, entered into a
contract with Contractor to purchase the goods and services described in Roof and Roofing Systems
Contract No. 23L-PRO-0419 (“Cooperative Agreement”), which is attached hereto as Exhibit A.
The Cooperative Agreement allows its cooperative use by other governmental agencies, including
the City.

B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.

on 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.

D. The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the covenants and promises contained in this Linking Agreement, the parties agree as follows:

1 Term of Agreement.

A. As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was April 19, 2024, until the date the contract terminates on
April 18, 2025, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond April 18, 2029. ‘The initial period of this Agreement is the period from the Effective
Date of this Agreement until April 18, 2025.

B. The City may extend the term of this Agreement for an additional four (4) years, renewable
on an annual basis if the Cooperative Agreement is likewise extended and the City gives the
Contractor notice that it is exercising its option to extend this Agreement 30 days prior to
the anniversary of the Effective Date. Glendale extensions are not automatic and shall only
occur if the City affirmatively exercises its right to extend this Agreement.

1
10/05/2023

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 two hundred thousand dollars ($200,000) annually or 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 parties
hereby certify that they are not curtently 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 .

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.

10/05/2023

10. — Attéstation-of PC] 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.  Notiées. 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 Ave, Suite 111
Glendale, AZ 85301

and

PROGRESSIVE SERVICES, INC..
C/O Mark Farrell

23 N. 35% Avenue

Phoenix, AZ 85009

IN WITNESS WHEREOF, the parties hereto have executed this Agreernent as of the date and year set
forth above.

“City” “Contractor”
City of Glendale, an Arizona PROGRESSIVE SERVICES, INC,,
municipal corporation an Arizona ¢ corpo faite

Kevin R. Phelps Name: Mark Farrell /
City Manager Title: President
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
3

10/05/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
PROGRESSIVE SERVICES, INC.

EXHIBIT A
MOHAVE COOPERATIVE PURCHASING AGREEMENT CONTRACT NO. 23L-PRO-0419
ROOF AND ROOFING SYSTEMS

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
PROGRESSIVE SERVICES, INC.

EXHIBIT B
Scope of Work

In accordance with the tetms and conditions of this Agreement and Mohave Cooperative Purchasing
Agreement Contract No. 23L-PRO-0419, the City is retaining Progressive Services, Inc. to install, repair,
restore, and service Roof and Roofing Systems on an as needed basis. .

Progressive Services Inc.
dba Progressive Roofing
MOHAVE Response to IFB 23L-1221

y I 23L-PRO-0419 Table of Contents

Tab 1A - Signed Offer & Acceptance Form and Confidential/Proprietary Submittal 5
(See document 4. 23LPRO0419 Award Documentation for Offer & Acceptance Form.)

Tab 1B - Amendments No Amendments were issued for this IFB.
Tab 1C - General Terms & Conditions and Standard Terms & Conditions for Construction 8
Tab 1D - Special Terms & Conditions 32
Tab 1E - Scope of Work/Services and Specifications 42
Tab 1F - Bid Bond/Alternate Bid Security and Bonding Capacity 67
Tab 1G - Anti-Lobbying Certificate 71
Tab 1H - U.S. Department of Agriculture Form AD-1048 73
Tab 11 - EDGAR Certification 76
Tab 2A - Method of Approach 82
Tab 2B - Qualifications and Experience 87
Tab 2C - Certificate of Insurance 106
(See document 5. 23LPRO0419 Extensions and Amendments for renewals.)

Tab 2D - Financial Information All financial information is kept confidiential and has been removed.
Tab 2E - Monitoring of Quality of Work Description 109
Tab 2F - Worker’s Compensation Experience Modification Rate 111
Tab 2G - Fall Hazard Training Information 113
Tab 2H - Warranty Guarantee Information 123
Tab 21 - Type 3; Abatement Worker training certificates 131
Tab 2J - Roof Design Professional Registration 131
Tab 2K - Roof Assessor Professional Registration 131
Tab 3A- Price Proposals - See document 6. 23LPRO0419 Pricing Summary.
Tab 4A - Supporting Contract Documents, Suppport and Maintenance Information 138
Tab 4B - Sample Supplemental or End-User Agreements 142
Tab 5 - Additional Information Please call Mohave for information.

Click section title to be taken directly to that section. 4/5/18 EH
211 .N 7th St, Kingman, AZ 86401 Phone: (928) 753-6945 + Fax: (928) 718-3232 mesc.org

Ry PROGRESSIVE ROOFING fifi 2:5

IFB 23L-1221
Roof and Roofing Systems

073961 CR-42

By7204 B os8 aa CA PROGRESSIVE SERVICES. INC. D.B.A. PROGRESSIVE, ROOFING oats eso" wy
©CC1330064 (FL) 23.N. 35" Avenue — Phoenix, AZ 85009 22525 C15A (NV)
10c015822 () PH: (602) 278-4900 _F: (602) 278-6896 460 (TM)
4577-21 (LA)

7793745-5501 (UT)
Albuquerque, NM Clinton, MD Dallas, TX Denver, CO Flagstaff, AZ Fontana, CA Houston, TX Knoxville TN
Missoula, MT © New Orleans,LA © Phoenix,AZ © Portland, OR © Seaitle, WA © Salt Lake City, UT © Tucson, AZ

Tab 1

ASSOCIATIONS

re PROGRESSIVE ROOFING fii <.

&

IFB 23L-1221
Roof and Roofing Systems

TAB 1a
Tab 1a — The required signed &id and Acceptance Form is placed after Tab 1a.
A copy of the Confidential/Proprietary Submittal Form is placed after Tab 1a.
A copy of suspension or debarment letter (if applicable) is placed after Tab 1a.

073961 CR-42 (AZ) -
772048, 039 (C8) PROGRESSIVE SERVICES. INC. D.B.A. PROGRESSIVE ROOFING oot eSa1 hn
CCC1330064 (FL) 23 N. 35" Avenue Phoenix, AZ 85009 22525 C1SA (NV)
104015822 (IL) PH: (602) 278-4900 FF: (602) 278-6896 64605 (TN))
54577-21 (LA)

7793745-5501 (UT)
Albuquerque, NV % Clinton, MD© Dallas, TX® Denver, CO© Flagstaff, AZ Fontana, CAS Houston, TX Knoxville TN

Missoula, MT © New Orleans, LA © Phoenix,AZ © Portland,OR © Seattle, WA © Salt Lake City, UT © Tucson, AZ

Confidential/Proprietary Submittal Form
(Place after Tab 1a)

CONFIDENTIAL/ PROPRIETARY SUBMITTALS

Any documentation marked as confidential or proprietary must be identified below. Any confidential or
proprietary information NOT identified as instructed shall be deemed as non-confidential or non-proprietary.

Pricing shall not be considered as confidential information.

Financial information after Tab 2d shall be considered as confidential information.
Your entire bid and any publicly known information or available shall not be considered
as confidential/proprietary information.

Confidential/Proprietary Submittals (mark one):

x No confidential/proprietary materials have been included with this bid.

Confidential/proprietary materials have been included with this bid. Bidder shall identify
below any portion of their bid deemed confidential or proprietary (see General Terms and
Conditions 7. Confidential Information).

Note that any documentation marked as confidential or proprietary must be identified below. Any
confidential or proprietary information NOT identified as instructed shall be deemed as non- confidential or
non-proprietary.

The confidential/proprietary information identified below does not guarantee that disclosure will be
prevented but that the item(s) will be subject to review by the bidder and Mohave prior to any public
disclosure.

Progressive Services, Inc, dba Progressive Roofing

wn Authefizedsianathire vue

IFB 23L-1221' 3

01
ONTRACTORS
SSOCIATIONS:

PROGRESSIVE ROOFING fii22

IFB 23L-1221
Roof and Roofing Systems

TAB ib

Tab ib — Signed amendments, if any, are placed after Tab 1b.

n/a

073961 CR-42 -
ormete, G39 a Y6A) PROGRESSIVE SERVICES. INC. D.B.A. PROGRESSIVE ROOFING caus 8621 an
CC1330064 (FL) 23.N. 35" Avenue = Phoenix, AZ 85009 29525 C15A (NV)
fokots622 (ly PH: (602) 278-4900 —_F: (602) 278-6896 64609 (TN)
S4577-24 (LA)

7793745-5501 (UT)
Albuquerque, NM © Clinton, MD° Dallas, TX Denver, CO © Flagstaff, AZ Fontana,CA® Houston, TX© Knoxville TN

Missoula, MT © New Orleans,LA © Phoenix,AZ © Portland,OR © Seattle, WA © Salt Lake City, UT © Tucson, AZ

ASSOCIATIONS

Ay PROGRESSIVE ROOFING  fifje:h.

IFB 23L-1221
Roof and Roofing Systems

TAB 1c

Tab 1c — A complete copy of the General Terms and Conditions and Standard Terms and
Conditions for Construction is placed after Tab 1c.
A completed copy of the Genera/ Terms and Conditions and Standard Terms
and Conditions for Construction Acceptance Form is placed after Tab 1c. Any
exceptions to the General Terms and Conditions and the Standard Terms and
‘Conditions for Construction are noted and explained.

073981 CR42 :

5772845, ¢35, 43 (CA) PROGRESSIVE SERVICES. INC. D.8.A. PROGRESSIVE ROOFING coisa ose nay
€CC1330084 (FL) 23.N.35" Avenue — Phoenix, AZ 85009 22525 C15A (NV)
104015822 (iL) PH: (602) 278-4900 _—F: (602) 278-6896 64509 (TN))
SAST7- 24 (LA) 7793748-5501 (UT)

Albuquerque, NM © Clinton, MD© Dallas, TX® Denver, CO© Flagstaff, AZ© Fontana, CAO Houston, TX Knoxville TN
Missoula, MT © New Orleans, LA © Phoenix,AZ © Portland,OR © Seattle, WA 9 Salt Lake City, UT © Tucson, AZ

General Terms and Conditions

(Place after Tab 1c)

4.6. Cancellation for non-performance or contract vendor deficiency: Mohave reserves the
right to cance! the whole or any part of this contract due to failure by contract vendor to carry out
any obligation, term, or condition of the contract. Mohave may issue a written deficiency notice
to contract vendor for acting or failing to act in any of the following:

a) Failing to comply with the accepted terms and conditions of the contract; or,

b) Providing material that does not meet the specifications of the contract; or,

c) Providing work and/or material that was not awarded under the contract; or,

d) Failing to adequately perform the services set forth in the scope of work and specifications;
or,

e) Failing to complete required work or furnish required materials within a reasonable or specified
amount of time; or,

f) Failing to make progress in performance of the contract and/or giving Mohave reason to
believe that contract vendor will not or cannot perform the requirements of the contract; or

Q) Failing to provide required performance bonds; or

h) Performing work or providing products, materials, processes, or services under the contract
prior to receiving a Mohave reviewed member purchase order for such work.

Upon receipt of a written deficiency notice, contract vendor shall have ten (10) days to provide a
satisfactory response to Mohave to adequately address all issues of concern. Failure to adequately
address all issues of concern may result in contract cancellation. Upon cancellation under this
clause, all goods, materials, and work paid for by the member, along with documents, data and
reports prepared by contract vendor under the contract shall become the property of the member.

4.7. Cancellation for replacement: Mohave reserves the right to cancel a contract awarded under
this solicitation, if a new solicitation has been issued and a contract has been awarded to the same
contract vendor for similar products, materials, processes, and services. Mohave may, at its option,
either replace a contract resulting from this solicitation or delay a new award until the existing
contract expires. The decision to delay or replace the contract rests solely with Mohave.

4.8. Contract vendor cancellation: Contract vendor may cancel this contract at any time upon
thirty (30) days prior written notice to Mohave or at time of annual contract renewal (contract
modification). Termination shall have no effect on projects in progress at the time the notice of
cancellation is received by Mohave.

4.9, Continuation of performance: Contract vendor shall continue to perform in accordance with
the requirements of the contract, up to the date of cancellation and as directed in the cancellation
notice.

4.10. Gratuities: If Mohave determines that any contract vendor or an employee of the contract
vendor has offered, conferred, or agreed to confer any personal gift or benefit on any employee
of Mohave or a member employee who supervised or participated in the planning, recommending,
selecting or contracting of the contract, in accordance with A.R.S. §15-213(0), Mohave may, by
written notice, terminate the contract, in whole or in part. Officers, employees, and agents are
prohibited from soliciting or accepting gratuities, favors or anything of monetary value from
contractors or parties of subcontractors under an awarded contract. Paying the expenses of
normal business meals shall be in accordance with each member's policy regarding
gratuities. Samples as requested in the solicitation and provided to Mohave for demonstration or
evaluation are not considered gratuities,

4.11. Contract vendor offerings: Mohave may, by written notice, terminate the contract in whole
or in part, if Mohave determines that employment or a gratuity was offered or made by the
contract vendor or a representative of the contract vendor to any officer or employee of the school
district or school purchasing cooperative 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.

IFB 23L-1221 | 63

General Terms and Conditions

(Place after Tab 1c)

5. CAPTIONS, HEADINGS, AND ILLUSTRATIONS

The captions, illustrations, headings, and subheadings in this solicitation are for convenience and ease
of perusal only, and in no way define, limit, or describe the scope or intent of the request.

6. CERTIFICATION
By signing the Bid and Acceptance Form (page 2 of the IFB), bidder certifies the following:

a)
b)

qd)

e)

))
h)

id)

k)

n)

Bidder has examined and understands the terms, conditions, scope of work, specifications, and
other documents in this solicitation.

The submission of the bid did not involve collusion or other anticompetitive practices and that the
bidder has taken steps and exercised due diligence to ensure that no violation of A.R.S. §15-
213(Q) had or will occur. Neither signatory nor any person on his behalf has connived or colluded
to produce a deceptive show of competition in the matter of the bidding or award of a contract
under this solicitation.

Bidder 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 bid.

Neither bidder, nor any officer, director, partner, member or associate of bidder, nor any of its
employees directly involved in obtaining contracts with the State of Arizona, Mohave Educational
Services Cooperative, Inc., or any subdivision of the state, has been convicted of false pretenses,
attempted false pretenses, or conspiracy to commit false pretenses, bribery, attempted bribery or
conspiracy to bribe under the laws of any state or federal government for acts or omissions after
January i, 1985.

Bidder agrees to comply fully with any and all provisions of A.R.S. Title 32, Chapter 10 (Registrar
of Contractors) that may regulate bidder's business.

Bidder shall not discriminate against any employee, or applicant for employment, in violation of
federal and state laws (see Federal Executive Order 11246; and A.R.S. Title 41, Chapter 9, Article
4).
Bidder is not currently suspended, debarred or otherwise precluded from participating in any
public procurement activity with any federal, state, or local government entity.

If awarded a contract, bidder agrees to promote, offer, and sell under Mohave contract, only those
materials and/or services awarded to contract vendor by Mohave.

If awarded a contract, bidder shall provide the equipment, commodities, and/or services to
members of Mohave in accordance with the terms, conditions, scope of work, specifications, and
other documents of this Invitation For Bid.

If awarded a contract, bidder agrees that all staff and other individuals eligible to receive services
shall have equal access to the services regardless of race, religion, color, sex, disability, age, or
national origin (including language minority individuals).

Bidder and all proposed subcontractors comply and shall remain in compliance with the Federal
Immigration and Nationality Act (FINA), all other federal immigration laws and regulations, A.R.S.
§41-4401, and A.R.S. §23-214, which requires compliance with current federal immigration laws
by employers, contractors, and subcontractors in accordance with the E-Verify employee eligibility
verification program.

Bidder shali comply with A.R.S. §35-393.01 and certify that they are not currently engaged in,
and agree that for the duration of the contract to not engage in, a boycott of Israel.

If applicable to the products and services offered under this contract, Bidder shall comply with
current applicable requirements of Health Insurance Portability and Accountability Act of 1996
(HIPAA), and accompanying regulations. Contract vendor agrees to work with the member in the
course of performance so that the member and contract vendor are in compliance with HIPAA.
Pursuant to A.R.S. § 35-394, by signing the Offer and Acceptance Form the bidder entering into
a contract with Mohave certifies they do not use forced labor, or any goods or services produced
by the forced labor, of ethnic Uyghurs in the People's Republic of China.

IFB 23L-1221 64

General Terms and Conditions
(Place after Tab 1c)

7. CONFIDENTIAL INFORMATION

7.1. Confidential information request: If bidder believes that its bid contains confidential trade
secrets or other proprietary data not to be disclosed, a statement advising Mohave of this fact
shall accompany the bid, and the information shall be so identified wherever it appears. Mohave
shall review the statement and notify the bidder of their determination in writing whether the
information shall be withheld or disclosed. Requests to deem the entire bid as confidential will not
be considered.

7.2. Pricing: Mohave will not consider pricing to be confidential or proprietary.

7.3. Public record: All bids submitted in response to this solicitation shall become the property of
Mohave. They will become a matter of public record available for review, subsequent to award of
contract(s), with the exception of information deemed confidential by Mohave.

8. CONFIRMATION

If an apparent mistake in a bid, relevant to the award determination is discovered after opening and
before award, Mohave shall contact the bidder for written confirmation of the bid. If bidder fails to
act, the bidder shall be considered non-responsive.

Mohave may contact a bidder to confirm our understanding of the bid. Such contact shall be prior to
award. Mohave shail obtain written confirmation from the bidder and shall retain the confirmation in
the procurement file. Correction of mistakes in a bid shall only be allowed as described in Arizona
procurement rules and code.

9. CONTRACT MANAGEMENT

9.1. Applicable law: The contract shall be governed by the laws of the State of Arizona, and suits
pertaining to the contract may be brought only in courts in the State of Arizona.

9.2. Application of law: The Arizona Procurement Code, the Arizona State Board of Education School
District Procurement Rules, and the Uniform Commercial Code (UCC) as adopted by the State of
Arizona, are part of this document as if fully set forth herein. Any provision or clause required by
law, rule, or regulation to be included in the contract will be read and enforced as if in the contract,
whether or not physically included. If any such provision is not included, or is not correctly
included, contract will be amended in writing to make such inclusion or correction upon application
from either party to contract.

9.3. Arbitration: After exhausting applicable administrative review, the parties to this contract may
agree to resolve disputes arising out of or relating to this contract through arbitration, to the
extent allowed by law.

9.4. Assignment: Contract vendor agrees that if a contract is reassigned as part of an
acquisition/merger, the contract vendor will notify Mohave once legally permissible. Mohave
reserves the right to accept or reject any reassignment of an awarded Mohave contract. Mohave
shall not unreasonably withhold approval of a contract transfer resulting from an
acquisition/merger, Mohave shall notify the contract vendor of its decision within fifteen (15) days
of receipt of written notification from contract vendor of the acquisition/merger.

9.5. Contract claims or controversies: The requirements of the Arizona procurement code, the

Arizona State Board of Education, Schoo! District Procurement Rules shall govern any contract
awarded as a result of this solicitation, as well as any contract claims or controversies associated
with it.
Formal contract claims and controversies between a member and contract vendor shall be resolved
in accordance with R7-2-1155 through R7-2-1159, or A.R.S., Title 41, Chapter 23, Article 9, as
applicable. The member's authorized representative shall serve as the district representative for
resolution of such claims and controversies. A.R.S., Title 41, Chapter 23, Article 9, and the rules
promulgated under it, or R7-2-1155 through R7-2-1159, as applicable, provide the exclusive
procedure for asserting a cause against the member under the contract.

IFB 23L-1221 | 65

General Terms and Conditions

(Place after Tab ic)

9.6. Contract placed on hold: Mohave shall have the ability to place a contract on hold, if it is
deemed necessary to address ongaing 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 contract vendor to address issues in the written deficiency notice.

9.7. Modification of contract: An awarded contract may be modified for a variety of reasons.
Contract modifications will be issued as deemed necessary by Mohave to address contractual
issues that may arise. The contract modification will become effective upon agreement by contract
vendor and Mohave.

9.8. Novation: If contract vendor 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. Mohave reserves the right to accept or reject any new party. A simple change of
name agreement will not change the contractual obligations of contract vendor.

9.9, Order cycle overview:

One, or both, of the following order cycles will apply to an awarded contract. A sample
reconciliation report will be provided to contract vendors who have been awarded a contract.
Instructions for including purchase order, Pcard/credit card purchases, will be contained in that
sample reconciliation report and email.

For Procurements made with purchase orders:
1. Member and/or contract vendor forwards purchase orders to Mohave that lists the contract
number, along with a copy of detailed contract vendor quote. Vendor listed on the purchase
order is contract vendor.

2. Mohave reviews and emails member order with “MESC Reviewed’ stamp, to contract
vendor and member.

3. Contract vendor provides product/services.

4. Contract vendor invoices member.

5. Member pays contract vendor.

6. Contract vendor sends monthly Reconciliation Report to Mohave, based on invoices paid.

7. Contract vendor remits administration fee monthly.

8. Mohave audits selected invoices.

For Procurements made with Pcards/credit card:
1. Member purchases directly from contract vendor using a Pcard/credit card and forwards.a
copy of detailed contract vendor quote to Mohave (if applicable).
Mohave reviews and emails contract vendor quote with “MESC Reviewed’ stamp, to
contract vendor and member (if applicable).
Contract vendor provides product/services.
Contract vendor invoices member (if not previously paid with Peard/credit card).
Member pays contract vendor (if not previously paid with Pcard/credit card).
Contract vendor sends monthly Reconciliation Report listing Pcard/credit card transaction,
invoice, or quotation to Mohave, based on Pcard/credit card purchases paid.
7. Contract vendor remits administration fee monthly.
8. Mohave audits selected Pcard/credit card purchases.

N

Dap w

9.10. Overcharges by antitrust violations: Mohave maintains that overcharges resulting from
antitrust violations are to be returned to the member. Therefore, to the extent permitted by law,
contract vendor returns or credits to the member any and all claims for such overcharges as to
the products, materials, processes, or services used to fulfill the contract.

9.11. Relationship of the parties: Vendors receiving contracts under this solicitation are
independent contractors. Any party to the contract shall not be deemed to be the employee of
another party to the contract.

IFB 23L-1221 ‘ 66

General Terms and Conditions
(Place after Tab 1c)

9,12. 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
which may remain in effect without the invalid provision or application.

9.13. Successful performance: The sections of the solicitation defining the scope of services,
requirements, or qualifications are not to be construed as a complete listing that exempts
successful bidder from reasonable services required to ensure successful performance under the
contract.

9,14, Title: Purchase orders placed under this contract are on behalf of Mohave’s members. As such,
title to goods passes directly from contract vendor to member.

9.15. User guide: If awarded a contract, contract vendor may be required to prepare a user guide
that will assist members in using the contract. A template will be provided for successful contract
vendors to create this user guide.

10(COOPERATIVE PURCHASING)

10.1. Cooperative purchasing: This contract is based on the need for Mohave to provide the
economic benefits of volume purchasing and reduction in administrative costs through
cooperative purchasing to members. Any bid that prohibits sales to specific types of members
(e.g., state agencies or local government units) may not be considered. Sales without restriction
to any members are preferred.

10.2. Cooperative purchasing agreements: Cooperative Purchasing Agreements between Mohave
and its members have been established under Arizona procurement rules and code for use of
contracts.

10.3. Most favored customer relationship: Nothing in this solicitation is intended to establish a
most favored customer relationship between Mohave and contract vendor. Contract vendor may
respond to any solicitation without regard to this contract. Bidder agrees all prices, terms,
warranties, and benefits granted by bidder to members through this contract are comparable to
or better than the equivalent terms offered by bidder to any present customer meeting the same
qualifications or requirements. If contract vendor offers lower prices to any of its other
customers, it may lower its prices to Mohave at the same time by written notice and approval.

10.4. Eligible agencies: Any contract awarded from this solicitation shall be available to all Mohave
members. Members shall have a current signed Mohave Cooperative Purchase Agreement.
Member is defined as a local or public procurement unit, or a governmental public entity that is
@ political subdivision for purposes of federal income tax, or a nonprofit educational or public
health institution that is a political subdivision for purposes of federal income tax or meets the
requirements of §115 of the Internal Revenue Code. Mohave has approximately 470 members
throughout Arizona. A list of members may be found on Mohave’s website, www.mesc.org.
Actual use of any contract shall be at the sole discretion of Mohave’s members.

11. ESTIMATED QUANTITIES

Mohave anticipates considerable activity resulting from this solicitation. An estimate of purchases is
provided in the Scope of Work (page 7) of the requested materials or services. However, no
commitment of any kind is made concerning quantities to be acquired. ‘Mohave does not guarantee
usage. Usage depends on the actual needs of members and marketing by contract vendor.

12. EVALUATION and AWARD

12.1. Basis of award: Award(s) will be made to the responsive and responsible bidder(s) whose
bid(s) is (are) determined in writing to be the low responsive and responsible bid or bids. Mohave
reserves the right to use model projects/market baskets to determine the ranking of bids. It is
Mohave's intent to award a complete line of products, when possible and advantageous.

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12.2. Exceptions/deviations to requirements: All requested exceptions/deviations must be
clearly explained. Unacceptable exceptions/deviations shall remove your bid from consideration
for award. Mohave shall be the sole judge on the acceptance of exceptions/deviations and
Mohave's decision shail be final.

12.3. Formation of contract: A response to this solicitation is an offer to contract with Mohave
based upon the requirements contained in this solicitation. A bid does not become a contract
unless and until Mohave accepts it. A contract is formed when a Mohave administrator signs the
award document.

12.4, Effect of price: No contract shall be awarded solely on the basis of price.

12.5. Multiple award: To assure that our contracts meet the requirements of all members, Mohave
May award multiple contracts. Bidder should consider this fact in preparing their response. The
decision to award multiple contracts, award a single contract, or make no award rests solely with
Mohave.

A multiple award shall be made only if the procurement officer determines in writing that a
multiple award is necessary and is advantageous to Mohave members. A multiple award shall be
limited to the least number of contracts necessary to meet the requirements of the using
agencies. Mohave shail make the sole determination of the least number of contracts required
to meet the need. Mohave's basis for determining whether to award multiple contracts shall be
based upon considerations for the large number of members, diverse types of members, location
of members throughout Arizona and members’ past usage of similar contracts.

Criteria for selecting vendors for multiple contracts shall be based upon considerations for
members’ experience with existing products and systems, brand continuity for parts replacement
and future expansion, contract vendor's ability to provide for our large, diverse membership,
bonding capacity, Mohave's past experience with contracts for similar product/services, and/or
other relevant criteria. Multiple contracts may also be awarded based on individual line items or
groups of line items, incrementally, or by designated regions.

12.6. 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 Mohave's members.
Mohave and its members reserve the right to obtain like goods and services from other sources.

12.7. Past performance information: Past Performance Information (PPI) is relevant information
regarding a contract vendor's actions under previously awarded contracts to public agencies. It
includes contract vendor's record of performance under such contracts including, but not limited
to: conformance to the terms, conditions, specifications, and scope of work of.the contracts,
responsiveness to, and correction of, contract claims and controversies, and satisfaction of the
contracting entities. PPI shall be a factor in evaluation and award.

12.8. Price workbook: All bidders must complete the 23L Roof and Roofing Systems workbook titled
“23L Roof and Roofing Systems WB.xisx”. Failure to complete and submit the 23L
Roof and Roofing Systems workbook shall render your bid nonresponsive, The
response to the pricing workbook shall be submitted in the original unlocked Excel format, along
with any price files, pricelists, and/or catalogs (as applicable) uploaded to OpenGov Procurement.
In addition, a PDF copy of the Summary Sections 1-6 worksheets shall be submitted after Tab
3a with your bid. If awarded a contract, all future pricing updates shall be based on the electronic
workbook, or similar approved format.

12.9, Pricing extension errors: In case of error in extension of prices in the bid, unit prices shall
govern.

12.10. Responsible bidder: A responsible bidder is a firm or person who at the time of contract
award has the capability to perform the contract requirements and the integrity and reliability
that.will assure good faith performance. Mohave shall determine a bidder to be responsible ‘
before awarding a contract to bidder.

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12.11. Responsive bids: A responsive bid conforms in all respects to the material requirements of
the solicitation. Bids must be responsive to receive award consideration. Mohave reserves the
tight to waive minor informalities.

13, FEDERAL and STATE REQUIREMENTS

13.1. Affordable Care Act requirements: Contract vendor understands and agrees that it shall be
solely responsible for compliance with the Patient Protection and Affordable Care Act, Public Law
111-148 and the Health Care Education Reconciliation Act, Public Law 111-152 (collectively the
Affordable Care Act “ACA”). Contract vendor shall bear sole responsibility for providing health
care benefits for its employees who provide services to the member as required by state or federal
law.

13.2. Audit rights: In accordance with applicable Arizona law, contract vendor's and subcontractor’s
books and records related to this contract may be audited at a reasonable time and place, for five
years after completion of the contract.

13.3. Clean Air Act, Clean Water Act and Environmental Protection Agency Regulations:
Contract vendor and its subcontractors shall comply with all applicable standards, orders or
requirements issued under section 306 of the Clean Air Act, section 508 of the Clean Water Act,
Executive Order 11738, and Environmental Protection Agency regulations (7 CFR 3016.36 (i)
(12)). This shall only apply to federally funded projects subject to the Clean Air Act, Clean Water
Act and current applicable EPA regulations when notified by member.

13.4. Compliance with federal and state requirements: Contract vendor agrees, when notified
by member, when working on any federally assisted projects with more than $2,000 in labor costs,
to comply with the Contract Work Hours and Safety Standards Act, the Davis-Bacon Act, the
Copeland “Anti-Kickback” Act, the Housing and Urban Development Act of 1968, the Equal
Opportunity Employment requirements as amended by Executive Order. In such projects, contract
vendor agrees to post wage rates at the work site and submit a copy of their payroll to the member
for their files.

In addition, to comply with the Copeland Act, contract vendor must submit weekly payroll records
to the member. Contract vendor must keep records for three years and allow the federal grantor
agency access to these records, upon demand.

Contract vendor also agrees to comply with State of Arizona Executive Order 75-5, as amended
by Executive Order 99-4.

When working on any projects funded with federal grant monies, when notified by member,
contract vendor agrees to comply with the administrative requirements for grants and cooperative
agreements to state, local and federally recognized Indian tribal government contract provisions.

The forms listed below are incorporated by reference into this solicitation and any resultant
contract.

a) HUD-5369, Instructions to Bidders for Contracts, Public and Indian Housing Programs

b) HUD-5369-A, Representations, Certifications, and Other Statements of Bidders, Public and
Indian Housing Programs

c) HUD-5369-B, Instructions to Offerors Non-Construction :

d) HUD-5369-C, Certifications and Representations of Offerors Non-Construction Contract

e) HUD-5370, General Conditions of the Contract for Construction

f) HUD-5370-C1, General Conditions for Non-Construction Contracts Section 1 (With or Without
Maintenance Work)

g) HUD-5370-C2, General Conditions for Non-Construction Contracts Section 1 (With
Maintenance Work)

For federally funded projects only, the requirements of an applicable form shall supersede
conflicting requirements in this solicitation. The forms may be accessed via HUDClips
(http://www.hud.gov).

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13.5. Compliance with workforce requirements and eligibility: Pursuant to A.R.S. §41-4401,
contract vendor and subcontractor(s) warrant their compliance with all federal and state
immigration laws and regulations that relate to their employees, and compliance with A.R.S. §23-
214 subsection A, which states, “...every employer, after hiring an employee, shall verify the
employment eligibility of the employee through the E-Verify program.” [To register for E-Verify,
go to: https://www.e-verify.gov/employers/enrolling-in-e-veri

Mohave and its members reserve the right to confirm compliance. Mohave and/or Mohave
members may request verification of compliance and request to inspect the papers from any
contract vendor or subcontractor performing work under this contract. Should Mohave or its
members suspect or find that the contract véndor or any of its subcontractors are not in
compliance, Mohave may pursue any and all remedies allowed by taw, including, but not limited
to suspension of work, termination of the contract for default, and suspension and/or debarment
of the contract vendor. All costs necessary for compliance are the responsibility of the contract
vendor.

13.6. Davis-Bacon wage decisions: For federally funded projects subject to the Davis-Bacon Act,
the member shall specify the applicable Davis-Bacon wage decision, prior to the contract vendor
providing a firm price quotation for the proposed project. The wage decision shall be identified
by the WD Number, modification number, and date of the wage decision. Davis-Bacon wage
decisions may be accessed via www.wdol.gov or by requesting a copy from the member.

13.7. Energy Policy and Conservation Act: Contract vendor and its subcontractors shall comply
with mandatory standards and policies relating to energy efficiency (7 CFR 3016.36 (i) (13)). This
shall only apply to federally funded projects subject to current applicable energy policies and the
Energy Conservation Act, when notified by member.

13.8. Negotiations; In the event only one bid is received, or no other price comparison is available
for review, the following federal requirement shall apply: 2 CFR 200.324 (b): the non-Federal
entity must regotiale profit as a separate element of the price for each contract in which there is
no price competition and in all cases where cost analysis is performed. To establish a fair and
reasonable profit, consideration must be given to the complexity of the work to be performed, the
tisk borne by the contractor, the contractor's investment, the amount of subcontracting, the
quality of its record of past performance, and {industry Profit rates in the surrounding geographical
area for similar work,

Mohave shall not conduct other negotiations outside of this requirement.

13.9, Non-compliance: All federally assisted contracts with members that exceed $10,000 may be
terminated by the federal grantee for noncompliance by contract vendor. In projects that are not
federally funded, bidder must agree to meet any federal, state, or local requirements, as
necessary. In addition, if compliance with the federal regulations increases the contract costs
beyond the agreed on costs in this solicitation, the additional costs may only apply to the portion
of the work paid by the federal grantee.

13.10. Offshore performance of work prohibited: Due to security and identity protection
concerns, direct services under this contract shall be performed within the borders of the United
States. Any services that are described in the specifications or scope of work that directly serve
the State of Arizona or its clients and may involve access to secure or sensitive data or personal
client data or development or modification of software for the state shall be performed within the
borders of the United States. Unless specifically stated otherwise In the specifications, this
definition does not apply to indirect or 'overhead' services, redundant back-up services or services
that are incidental to the performance of the contract. This provision applies to work performed
by subcontractors at all tiers.

13.11, Procurement of recovered material: Contract vendor and its subcontractors shall comply
with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act, as stated in 2 CFR 200.323.

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