Linking Agreement with Hertz Corporation
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10/05/2023
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
THE HERTZ CORPORATION
This Linking Agreement (“Agreement”) is entered into as of this day of , 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and The Hertz Corporation, a Delaware
corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”
RECITALS
A.
On September 19, 2024, a member of the Arizona State Cooperative Purchasing Agreement, entered
into a contract with Contractor to purchase the goods and services described in the Vehicle Rental
Services contract No.CTR073852 (“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.
C.
Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid 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 September 19, 2024, until the date the contract terminates
on September 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 September 18, 2029. The initial period of this Agreement is the period from the
Effective Date of this Agreement until September 18, 2025.
B.
The City may extend the term of this Agreement for a maximum of forty-eight (48) months
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.
2
10/05/2023
2.
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.
3.
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 and twenty five thousand dollars ($225,000) for the entire
term of the Agreement (initial term plus any extensions).
4.
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.
5.
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.
6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.
7.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
A.R.S. § 41-4401.
8.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
9.
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.
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
THE HERTZ CORPORATION
EXHIBIT A
STATE OF ARIZONA CONTRACT NO. CTR073852
VEHICLE RENTAL SERVICES
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
THE HERTZ CORPORATION
EXHIBIT B
Scope of Work
Contractor will provide vehicle rental services to the City of Glendale on as needed basis as described in the
State of Arizona Contract No. CTR073852.
Procurement
OFFER AND ACCEPTANCE
Solicitation No: BPM005905
Available online at
https://app.az.gov
Page 1 of 1
Rev 09/2022
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.
Offeror (Company) Name
Signature of Person Authorized to Sign Offer
Address
Printed Name Date
City State Zip
Title
Email Address
Phone Number
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)
The Contractor is now bound to perform based upon Contract Number _________________________________including all
terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the state.
The Contractor is hereby cautioned not to commence any billable work or provide any material, service or construction under
this contract until contractor receives a purchase order document.
State of Arizona
Effective this
day of
20
Procurement Officer Awarded Date
The Hertz Corporation
8501 Williams Rd.
Estero
FL
33928
mderosa@hertz.com
Michael DeRosa
06/06/24
Sr. Director of Government Sales
mderosa@hertz.com
703-691-6929
239-301-7635
DocuSign Envelope ID: BD1C53EB-56BD-4561-A7DE-B91D34122474
Docusign Envelope ID: C44DE1BF-29E7-4BFE-9078-45BA92CD8B97
24
CTR073852
Septemper
19th
9/19/2024
Procurement
ARIZONA DEPARTMENT OF TRANSPORTATION
1655 W. Jackson Street
Phoenix, AZ 85007
Solicitation Amendment Summary
SOLICITATION NO.: BPM005905
AMENDMENT NO.: One (1)
DESCRIPTION: Vehicle Rental Services
Rev. 04/2020
Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced
solicitation shall be amended as follows:
Solicitation Requirements:
1. The solicitation due date has been moved from June 7, 2024 at 3:00 PM MST to June 12, 2024 at 3:00
PM MST.
2. Paragraph 4.1.6, Specific Requirements, is hereby removed.
3. Paragraph 4.1.12, Specific Requirements, is hereby replaced with the following language: “Contain a full
tank of gas at time of pick up at the airport and returned the same way; other locations outside of the
airport are exempt. Vehicles will be returned with the level of fuel as agreed to at the time rental.
4. Paragraph 4.1.13, Specific Requirements, is hereby replaced with the following language: “Be free of
Contractor’s emblems and logos. Excluding three quarter ton and Box trucks.”
5. Paragraph 4.3.4, Specific Requirements, is hereby replaced with the following language: “Contractor
shall accept reservations made at a minimum of 24 hour (short notice) prior to required pickup.”
6. Paragraph 4.4.1.4, Specific Requirements, is hereby removed.
7. Paragraph 4.5.3, Specific Requirements, is hereby replaced with the following language: “Monthly Rate –
Thirty (30) continuous days.”
8. Paragraph 4.5.4, Specific Requirements, the following language is hereby added: “One Way Rate - per
day (24 hours) for the rental of a vehicle.”
9. Paragraph 4.6.4, Specific Requirements, is hereby replaced with the following language: “Rates shall
include unlimited mileage, excluding Box and ¾ quarter Ton Trucks (non-passenger vehicles).”
10. Paragraph 4.6.5, Specific Requirements, is hereby replaced with the following language: “Customer will
pay additional fees, charges and taxes (Contractor will remit taxes owed the State) listed on the Pricing
Sheet. These items must clearly describe the purpose of the charges with applicable, necessary usage to
explain the billing.”
11. Paragraph 4.6.6, Specific Requirements, the following language is hereby added: “Rental Rates are for
Vehicles rented in Arizona only.”
12. Paragraph 4.7.1, Specific Requirements, is hereby replaced with the following language: “Assume and
bear the risk of loss or damage to the rented vehicles (including costs of towing, administrative costs,
loss of use and replacement) in accordance with this contract. Unless incident is caused by Renter
negligence.”
13. Paragraph 4.7.2, Specific Requirements, is hereby replaced with the following language: “The
Representative of the eligible agency will report any loss or collision damage in the event of an accident
or theft of a vehicle immediately to the local law enforcement authority for the jurisdiction where the
incident occurred. Followed immediately by notification to the Contractor. The Representative will
return any keys, key fobs or keyless (smart) entry devices belonging to the vehicle to the Contractor
upon receipt of a replacement vehicle.”
14. Paragraph 4.7.4, Specific Requirements, is hereby replaced with the following language: “The Contractor
will be responsible for all fees and charges related to loss or accident unless the representative or a third
Party is determined to be at fault for the incident.”
15. Paragraph 4.7.5, Specific Requirements, is hereby removed.
Procurement
ARIZONA DEPARTMENT OF TRANSPORTATION
1655 W. Jackson Street
Phoenix, AZ 85007
Solicitation Amendment Summary
SOLICITATION NO.: BPM005905
AMENDMENT NO.: One (1)
DESCRIPTION: Vehicle Rental Services
Rev. 04/2020
16. Paragraph 5.1.1, Specific Requirements, is hereby replaced with the following language: “Possess the
business capacity to provide vehicles on short notice (minimum Twenty Four (24) hours), and Statewide
next day service.
17. All other terms, conditions and provisions of this solicitation remain unchanged.
Procurement
ARIZONA DEPARTMENT OF TRANSPORTATION
1655 W. Jackson Street
Phoenix, AZ 85007
Solicitation Amendment Summary
SOLICITATION NO.: BPM005905
AMENDMENT NO.: Three (3)
DESCRIPTION: Vehicle Rental Services
Rev. 04/2020
Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced
solicitation shall be amended as follows:
Solicitation Requirements:
1. The solicitation due date has been changed to June 20, 2024 at 3:00 PM MST.
2. Paragraph 15, Special Terms and Conditions is hereby replaced with the following language: “This
indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or
university of the State of Arizona. Paragraph 15, Special Terms and Conditions is hereby replaced with
the following language: To the fullest extent permitted by law, Contractor shall defend, indemnify, and
hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities,
officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any
and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees,
and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily
injury or personal injury (including death), or loss or damage to tangible or intangible property caused,
or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or
any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any
claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of
the failure of such Contractor to conform to any federal, state, or local Insurance and Indemnification
Guidelines for State of Arizona Contracts Service Contracts (Other Than Professional Services) Updated:
May 8, 2018 Page 26 of 183 law, statute, ordinance, rule, regulation, or court decree. It is the specific
intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from
the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and
against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation,
defense, and judgment costs where this indemnification is applicable. In consideration of the award of
this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its
officers, officials, agents, and employees for losses arising from the work performed by the Contractor
for the State of Arizona, except in those instances in which a Claim results from a violation of this
Agreement by the State.
This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission
or university of the State of Arizona.”.
3. All other terms, conditions and provisions of this solicitation remain unchanged.
Procurement
ARIZONA DEPARTMENT OF TRANSPORTATION
1655 W. Jackson Street
Phoenix, AZ 85007
Solicitation Amendment Summary
SOLICITATION NO.: BPM005905
AMENDMENT NO.: One (2)
DESCRIPTION: Vehicle Rental Services
Rev. 04/2020
Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced
solicitation shall be amended as follows:
1. The Solicitation due date has been hereby changed to, June 19, 2024 at 3:00PM MST.
2. All other terms, conditions and provisions of this solicitation remain unchanged.
Rev. 05/2023
Procurement
STATE OF ARIZONA
ARIZONA DEPARTMENT OF TRANSPORTATION
1655 W. Jackson St., MD 100P
Phoenix, AZ 85007
REQUEST FOR PROPOSAL
SOLICITATION NUMBER: BPM005905
DESCRIPTION: Vehicle Rental Services
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.
Tom Kornell
Senior Procurement Officer
Phone: 602-712-8520
Email: tkornell@azdot.gov
This solicitation is issued in accordance with A.R.S. §41-2534 and A.A.C. R2-7-C301 et seq., Competitive Sealed
Proposals.
“An Equal Opportunity Agency”
The Arizona Department of Transportation, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252.42 U.S.C. §§
2000d-4) and the Americans with Disabilities Act (ADA), hereby notifies all bidders that it will affirmatively ensure that any contract entered into
pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this
invitation and will not be discriminated against on the grounds of race, color, national origin in consideration for an award.
Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602)
712-7466. 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)
712-7466.
TABLE OF CONTENTS
Solicitation No: BPM005905
Available online at
https://app.az.gov/
Page 2 of 35
Procurement
SECTION
PAGE
Notice
1
Table of Contents
2
Scope of Work
3
Special Terms and Conditions
7
Uniform Terms and Conditions
16
EXHIBITS
1 - Title VI/Non-Discrimination Assurances Appendix A
33
2 - Title VI/Non-Discrimination Assurances Appendix E
34
3 – Quarterly Usage Report
35
SCOPE OF WORK
Solicitation No: BPM005905
Available online at
https://app.az.gov/
Page 3 of 35
Procurement
1. Statement of Need
1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona
Department of Transportation (Department) has a requirement for Vehicle Rentals.
2. Introduction and Background
2.1. The State of Arizona Department of Transportation (agency) is seeking to contract with a qualified
Supplier(s) who can provide vehicle rental services statewide for the State of Arizona and all
participating Eligible Agencies. This service will be used to support official organizational goals.
3. General Requirements
3.1. Contractor(s) shall provide 24/7 customer service. Contractor(s) shall be licensed and meet all of
the applicable requirements of the Arizona Department of Motor Vehicles and any Arizona
Department of Public Safety rules and regulations for safe automotive transportation.
4. Specific Requirements
4.1. Vehicle Requirements – At a minimum Contractor vehicles shall;
4.1.1. Contain all standard factory equipment;
4.1.2. Provide vehicles including but not limited to compacts, sedans, SUVs, Vans, Trucks,
4X4’s and Passenger Vans (up to 12 passenger) (gasoline, hybrids, full electric);
4.1.3. Contain automatic transmission;
4.1.4. Contain cruise control on all vehicles larger than compact sedans;
4.1.5. Contain air conditioning (including rear air conditioning on all passenger vans and full
size SUVs);
4.1.6. Contain skid plate package and anti-slip differential for ¾ ton and 1 ton two-wheel drive
trucks.
4.1.7. Not exceed the Arizona legal requirements for tinted windows.
4.1.8. Contain rear view mirrors on driver side and passenger doors.
4.1.9. Contain at least seven (7) seatbelts to accommodate a driver and 6 passengers on all
minivans;
4.1.10. Have all required licenses and maintained in a safe operational condition in accordance
with manufacturer’s requirements, industry standards, and all applicable laws.
4.1.11. The requested model or one similar too, is readily available at designated pick up
location.
4.1.12. Contain a full tank of gas at time of pick up at the airport and returned the same way;
other locations outside of the airport are exempt. Vehicles will be returned with the
level of fuel as agreed to at the time rental.
4.1.13. Be free of Contractor’s emblems and logos. Excluding three quarter ton and Box trucks.
SCOPE OF WORK
Solicitation No: BPM005905
Available online at
https://app.az.gov/
Page 4 of 35
Procurement
4.2. Customer Service Requirements – At a minimum the Contractor shall provide a toll free number
for state employees to call in the event of an accident and/or a repair becomes necessary and a
replacement vehicle is required.
4.3. Reservation Requirements
4.3.1. Contractor shall provide a toll free customer service number. Available 24/7 for all Eligible
Agencies to use for reservations using the assigned contract customer number.
4.3.2. Contractor shall provide a website, and maintain a secured online reservation system
where the customer can access a comprehensive listing of, and description for, the
vehicles, services and rental rates including geographical mandated fees and applicable
taxes under this contract.
4.3.3. A login or similar process shall be utilized to ensure only authorized individuals from all
statewide Eligible Agencies are able to place reservation orders using the assigned contract
customer number.
4.3.4. Contractor shall accept reservations made at a minimum of 24 hour (short notice) prior to
required pickup.
4.3.5. Reservation system shall not allow order(s) to be placed for non-contracted vehicles or
services listed in this contract.
4.4. Service Requirements – At a minimum services shall meet the following requirements:
4.4.1. Vehicle Pick-up and return
4.4.1.1. Vehicle Class – The Contractor shall provide a vehicle in the same class of the
reservation. If the vehicle is not available at the schedule time of pick-up the
Contractor shall immediately supply an alternative vehicle that is acceptable to
the representative of the eligible agency.
4.4.1.2. Vehicle Inspection - The Contractor and representative shall inspect the vehicle
at the time of pick-up and agree to its condition in writing.
4.4.1.3. Guaranteed Payment - At no time shall the representative of the eligible agency
be required to use personal resources to guarantee payment.
4.4.2. Hours of Operation: At a minimum, Contractor locations shall be open and available to
process pick-ups and returns of vehicles from 8:00 AM through 5:00 PM, Monday through
Friday, with the exception of Arizona State Holidays.
4.4.3. Repairs: At any point during the duration of a rental and the vehicle is in need of repairs,
the Contractor shall take immediate action to rectify the issue. If a replacement vehicle is
necessary, the Contractor shall deliver the replacement vehicle to a location determined
by the representative of the eligible agency. The Contractor shall be responsible for all
repairs and towing of the vehicle if necessary.
4.4.4. Safety: Vehicles shall be equipped and maintained to meet all federal, state and local
vehicle safety standards, codes and ordinances. If any unsafe or contractually
unacceptable condition is brought to the Contractor’s attention, a suitable replacement
vehicle shall be provided immediately at no additional charge.
SCOPE OF WORK
Solicitation No: BPM005905
Available online at
https://app.az.gov/
Page 5 of 35
Procurement
4.4.5. Condition: Vehicles provided shall, at the time of rental, be clean, well maintained and in
excellent operating condition. Tires shall be properly inflated and all preventative
maintenance shall be current.
4.4.6. Required Documents: Current vehicle registration, proof of insurance shall be present in
the glove-box of each rental vehicle.
4.4.7. Emergency Information: Emergency toll free telephone numbers, procedures and
required forms shall be provided with each vehicle for use in the event of the need for a
service call, breakdown or accident.
4.5. Vehicle Rental Rates – Rates shall be the same statewide regardless of the county; this does
not include geographical mandated fees and applicable taxes under this contract. The rates
descriptions are as follows:
4.5.1. Daily Rate – Per day (24 hours) for the rental of a vehicle.
4.5.2. Weekly Rate – Seven (7) continuous days with charges every 24 hours. Therefore, a 7 day
rental is actually six (6) days of daily rate charges.
4.5.3. Monthly Rate – Thirty (30) continuous days.
4.5.4. One Way Rate – Per day (24 hours) for the rental of a vehicle.
4.6. Additional Rate information:
4.6.1. Credit Cards numbers will not be required to make reservations.
4.6.2. Vehicle Substitutions - If the size/class of vehicle reserved is not available, the Contractor
will substitute an upgraded vehicle at the same price or, with the representative of the
eligible agency’s consent, a smaller vehicle at a reduced rate.
4.6.3. The Contractor will not charge additional fees for any one-way domestic rentals.
4.6.4. Rates shall include unlimited mileage, excluding Box and ¾ quarter Ton Trucks (non-
passenger vehicles).
4.6.5. Customer will pay additional fees, charges and taxes (Contractor will remit taxes owed the
State) listed on the Pricing Sheet. These items must clearly describe the purpose of the
charges with applicable, necessary usage to explain the billing.
4.6.6. Rental Rates are for Vehicles rented in Arizona only.
4.7. Damage or Loss – At a minimum the Contractor shall:
4.7.1. Assume and bear the risk of loss or damage to the rented vehicles (including costs of
towing, administrative costs, loss of use and replacement) in accordance with this
contract. Unless incident is caused by Renter negligence.
4.7.2. The Representative of the eligible agency will report any loss or collision damage in
the event of an accident or theft of a vehicle immediately to the local law
enforcement authority for the jurisdiction where the incident occurred. Followed
immediately by notification to the Contractor. The Representative will return any
keys, key fobs or keyless (smart) entry devices belonging to the vehicle to the
Contractor upon receipt of a replacement vehicle.
SCOPE OF WORK
Solicitation No: BPM005905
Available online at
https://app.az.gov/
Page 6 of 35
Procurement
4.7.3. Accident notification is required by State of Arizona Risk Management Division in
accordance with R2- 10-207.6, “Accident and Incident Reporting” procedures.
4.7.4. The Contractor will be responsible for all fees and charges related to loss or accident
unless the representative or a third Party is determined to be at fault for the incident.
4.8. Emergency Roadside Assistance
4.8.1. Contractor shall provide 24-hour Emergency Roadside Assistance statewide at
no additional charge.
5. Contractor’s Responsibilities
5.1.1. Possess the business capacity to provide vehicles on short notice (minimum
Twenty Four (24) hours), and Statewide next day service.
5.1.2. Ensure vehicle is ready for dispatch when the Customer arrives.
6. Department’s Responsibilities
6.1. Return the vehicle with a full tank of fuel, or level of fuel as agreed to at the time
rental.
6.2. Any fines, penalties and costs for parking or traffic violations incurred during the rental
(unless caused by the Contractor) shall be the responsibility of the Representative and their
agency.
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM005905
Available online at
https://app.az.gov/
Page 7 of 35
Procurement
1. CONTRACT TERM
The term of any resultant contract shall commence on the effective date of award and shall
continue for a period of twelve (12) months thereafter, unless terminated, cancelled or extended as
otherwise provided herein.
2. CONTRACT EXTENSION
By mutual written contract amendment, any resultant contract may be extended for supplemental
periods of up to a maximum of forty-eight (48) months.
3. ELIGIBLE AGENCIES
This contract shall be for the use of all State of Arizona departments, agencies and boards. In
addition, eligible universities, political subdivisions and nonprofit educational or public health
institutions may participate at their discretion. In order to participate in any resultant contract, a
university, political subdivision or nonprofit educational or public health institution must have
entered into a cooperative purchasing agreement with the State Procurement Office as required by
A.R.S. §41-2632. This cooperative purchasing agreement must be in effect at the time of order. The
Contractor shall verify if an ordering entity is an eligible cooperative purchasing member before
selling materials to or providing services for them under the contract. The current list of cooperative
purchasing
members
is
available
on
the
State
Procurement
Office
website
at
https://spo.az.gov/suppliers/usage-reporting.
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions,
including cities, counties, school districts, and special districts. Membership is also available to non‐
profit organizations, other state governments, the federal government and tribal nations. For
reference, “non‐profit organizations” are defined in A.R.S. § 41‐2631(4) as any nonprofit corporation
as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.
4. NON-EXCLUSIVE CONTRACT
This contract shall be for the sole convenience of the Department. The Department reserves the
right to obtain like goods or services from another source when necessary. The Off-Contract
Purchase Authorization and subsequent procurement shall be consistent with the Arizona
Procurement Code.
5. ORDERING PROCESS
Eligible Agencies shall issue a purchase order to the Contractor. Each purchase order must cite the
contract number. This purchase order shall be the only document required for an Eligible Agency to
order and the Contractor to deliver the material and/or service.
Any attempts to represent any material and/or service not specifically awarded as being under
contract is a breach of the contract and a violation of the Arizona Procurement Code. Any such
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM005905
Available online at
https://app.az.gov/
Page 8 of 35
Procurement
action is subject to the legal and contractual remedies available to the State inclusive of but not
limited to contract cancellation, suspension and/or debarment of the Contractor.
Contractor shall acknowledge each order from Eligible Agencies in conformance with each agency’s
instructions given at the time of ordering. Orders from eligible cooperative purchasing members
create no obligation on State’s part. Notwithstanding, the Contractor shall fulfill orders under the
Contract to any Eligible Agency. The Contractor’s refusal to do so would be a material breach of the
Contract.
6. INVOICING REQUIREMENTS
Separate invoices are required for each delivery of service and shall include at a minimum:
State of Arizona department, entity, or Eligible Agency Location, Name and Address
Vendor Name, Remit to Address and Contact Information
Contain Vendor License Surcharge (VLS) charge as mandated by the State of Arizona
Contract Number
Purchase Order Number
Invoice Number and Date
Contract Line Item Number
Line Item Description or Item or Service
Catalog or Other Discount (if applicable)
Net Unit Price and Total per Unit (if applicable)
Applicable taxes
Not include a Transaction Privilege Tax ( TPT) for rentals in the State of Arizona
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 within thirty (30) calendar days after
acceptance of services. Delivery of the service to the Department does not constitute acceptance.
The date the Department accepts delivery of services shall be the valid date for starting the thirty (30)
calendar day payment period.
Payment due dates, including discount periods, will be computed from the date of acceptance or date
of correct invoice (whichever is later) to the date the Department’s warrant is mailed.
7. ESTIMATED USAGE
The Department anticipates considerable usage under this contract. The Department reserves the
right to increase or decrease actual quantities ordered as circumstances may require. No guarantees
are made concerning actual purchases under this contract.
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8. PRICE REDUCTION
A price reduction adjustment may be offered at any time during the term of the contract and shall
become effective upon notice through a written contract amendment.
9. PRICE INCREASE
The Department will review fully documented 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 increase or an alternate option, is in the
best interest of the State.
10. CONTRACT ADMINISTRATION
The contractor shall contact the Procurement Officer for guidance or direction in matters of contract
interpretation or questions regarding the terms, conditions or scope of the contract.
11. NOTICES
All notices, requests, demands, consents, approvals, and other communications which may or are
required to be served or given hereunder (for the purposes of this provisions collectively called
“Notices”), shall be in writing and shall be sent by certified United States mail, return receipt
requested, or by any other method that provides evidence of receipt, addressed to the party or
parties to receive such notice as follows:
a. If intended for the State, to:
Arizona Department of Transportation, Procurement Group
1655 W. Jackson Street, MD 100P
Phoenix, Arizona 85007-3276
b. If intended for the Contractor, to the address as identified in the Contractor’s electronic vendor
profile. Or to such other address as either party may from time to time furnish in writing to the
other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the
date such notice is received as shown on the return receipt. Furthermore, such notice may be
given by delivering personally such notice, if intended for the State, to the Arizona Department
of Transportation, Procurement Officer and, if intended for the Contractor, to the person named
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on the Offer & Contract Award of this contract, or to such other person as either party may from
time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be
deemed to have been given as of the date such notice is personally delivered to the other party.
12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY
This Contract may be cancelled if the Contractor or any subcontractors or others in the employ or
under the supervision of the Contractor or subcontractors is found to be in possession of weapons.
Possession of weapons (firearms, explosive devices, knives or blades of more than three (3) inches,
or any other instrument designed for lethal or disabling use) is prohibited on ADOT property.
Further, if the Contractor or any subcontractors or others in the employ of under the supervision of
the Contractors or subcontractors, are asked by an ADOT official to leave the ADOT property, they
are advised that failure to comply with such a request shall result in cancellation of the Contract and
anyone who refuses, whether armed or not, is subject to prosecution under A.R.S. §13-1502,
“Criminal trespass in the third degree: classification.”
13. REVIEW OF CONTRACTOR’S WORK
Work performed by the Contractor shall be subject to periodic reviews and partial acceptance at
various stages. The Department reserves the right to make such reviews and pass upon the
acceptability of the Contractor’s work. Partial acceptance shall not relieve the Contractor’s
obligation to correct, without charge, any errors in the work performed under this contract.
14. ACCURACY OF WORK
N/A
15. INDEMNIFICATION
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the
State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials,
agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all
claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and
costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily
injury or personal injury (including death), or loss or damage to tangible or intangible property
caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of
Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This
indemnity includes any claim or amount arising out of, or recovered under, the Workers’
Compensation Law or arising out of the failure of such Contractor to conform to any federal, state,
or local Insurance and Indemnification Guidelines for State of Arizona Contracts Service Contracts
(Other Than Professional Services) Updated: May 8, 2018 Page 26 of 183 law, statute, ordinance,
rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall,
in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the
Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that
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Contractor will be responsible for primary loss investigation, defense, and judgment costs where this
indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to
waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and
employees for losses arising from the work performed by the Contractor for the State of Arizona,
except in those instances in which a Claim results from a violation of this Agreement by the State.
This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board,
commission or university of the State of Arizona.
16. INSURANCE
16.1 Insurance Requirements
The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements
to the Department. Certificate(s) shall be received within (10) calendar days of notification of
contract award by the Procurement Officer.
16.1.1 Contractor and subcontractors shall procure and maintain, until all of their obligations
have been discharged, including any warranty periods under this Contract, insurance
against claims for injury to persons or damage to property arising from, or in
connection with, the performance of the work hereunder by the Contractor, its
agents, representatives, employees or subcontractors.
16.1.2 The Insurance Requirements herein are minimum requirements for this Contract and in
no way limit the indemnity covenants contained in this Contract. The State of Arizona
in no way warrants that the minimum limits contained herein are sufficient to protect
the Contractor from liabilities that arise out of the performance of the work under this
Contract by the Contractor, its agents, representatives, employees or subcontractors,
and the Contractor is free to purchase additional insurance.
16.2 Minimum Scope and Limits of Insurance
Contractor shall provide coverage with limits of liability not less than those stated below.
16.2.1 Commercial General Liability (CGL) – Occurrence Form
Policy shall include bodily injury, property damage, and broad form contractual
liability coverage.
• General Aggregate
$2,000,000
• Products – Completed Operations Aggregate
$1,000,000
• Personal and Advertising Injury
$1,000,000
• Damage to Rented Premises
$50,000
• Each Occurrence
$1,000,000
a. The policy shall be endorsed, as required by this written agreement, to include the
State of Arizona, and its departments, agencies, boards, commissions, universities,
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officers, officials, agents, and employees as additional insureds with respect to
liability arising out of the activities performed by or on behalf of the Contractor.
b. Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
16.2.2 Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or no owned
automobiles used in the performance of this Contract.
• Combined Single Limit (CSL)
$1,000,000
a. Policy shall be endorsed, as required by this written agreement, to include the
State of Arizona, and its departments, agencies, boards, commissions, universities,
officers, officials, agents, and employees as additional insureds with respect to
liability arising out of the activities performed by, or on behalf of, the Contractor
involving automobiles owned, hired and/or non-owned by the Contractor.
b. Policy shall contain a waiver of subrogation endorsement as required by this
written agreement in favor of the State of Arizona, and its departments, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
16.2.3 Workers’ Compensation and Employers' Liability
• Workers' Compensation
Statutory
• Employers' Liability
o Each Accident
$1,000,000
o Disease – Each Employee
$1,000,000
o Disease – Policy Limit
$1,000,000
a. Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
b. This requirement shall not apply to each Contractor or subcontractor that is
exempt under A.R.S. § 23-901, and when such Contractor or subcontractor
executes the appropriate waiver form (Sole Proprietor or Independent Contractor).
16.3 Additional Insurance Requirements
16.3.1 The policies shall include, or be endorsed to include, as required by this written
agreement, the following provisions: Insurance and Indemnification Guidelines for
State of Arizona Contracts Service Contracts (Other Than Professional Services)
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Updated: May 8, 2018 Page 28 of 183 5.4.1 The Contractor's policies, as applicable,
shall stipulate that the insurance afforded the Contractor shall be primary and that
any insurance carried by the Department, its agents, officials, employees or the State
of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-
621 (E). 5.4.2
16.3.2 Insurance provided by the Contractor shall not limit the Contractor’s liability assumed
under the indemnification provisions of this Contract.
16.4 Notice of Cancellation
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled,
or be materially changed for any reason without thirty (30) days prior written notice to the
State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to
the State of Arizona if they receive notice of a policy that has been or will be suspended,
canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall
be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by
facsimile transmission to (State Representative’s Name, Address & Fax Number).
16.5 Acceptability of Insurers
Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold
approved non-admitted status on the Arizona Department of Insurance List of Qualified
Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The
State of Arizona in no way warrants that the above-required minimum insurer rating is
sufficient to protect the Contractor from potential insurer insolvency.
16.6 Verification of Coverage
Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form
or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance
as required by this Contract. An authorized representative of the insurer shall sign the
certificates.
16.6.1 All such certificates of insurance and policy endorsements must be received by the
State before work commences. The State’s receipt of any certificates of insurance or
policy endorsements that do not comply with this written agreement shall not waive or
otherwise affect the requirements of this agreement.
16.6.2 Each insurance policy required by this Contract must be in effect at, or prior to,
commencement of work under this Contract. Failure to maintain the insurance policies
as required by this Contract, or to provide evidence of renewal, is a material breach of
contract.
16.6.3 All certificates required by this Contract shall be sent directly to the Department. The
State of Arizona project/contract number and project description shall be noted on the
certificate of insurance. The State of Arizona reserves the right to require complete
copies of all insurance policies required by this Contract at any time. The certificate
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shall state that the insurance applies to any and all work performed for or on the
behalf of the State of Arizona/ADOT shall be noted on the certificate of insurance.
16.7 Subcontractors
Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or
Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid
and collectable insurance as evidenced by the certificates of insurance and endorsements for
each subcontractor. All coverages for subcontractors shall be subject to the minimum
Insurance Requirements identified above. The Department reserves the right to require, at
any time throughout the life of the Contract, proof from the Contractor that its subcontractors
have the required coverage.
16.8 Approval and Modifications
The Contracting Agency, in consultation with State Risk, reserves the right to review or make
modifications to the insurance limits, required coverages, or endorsements throughout the
life of this contract, as deemed necessary. Such action will not require a formal Contract
amendment but may be made by administrative action.
16.9 Exceptions
In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance
Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If
the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or
university, none of the above shall apply.
17. AMINISTRATIIVE FEE
Contractor shall pay State an administrative fee against all Contract sales to Co-op Buyers, as
provided for under A.R.S. § 412633. The fee rate prior to January 1, 2024, is one (1%) percent. After
January 1, 2024 the new rate will be (1.5%), and again on January 1, 2025 by an increase to Two
(2%). Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the SPO website,
which may be revised at the State’s sole discretion as part of Arizona state procurement policy. For
convenience (though note that this link may change over time) TB 007 may be found here:
https://spointra.az.gov/resources/procurement-regulations.
Failure to remit the administrative fees is a material breach of contract, and will entitle the State
to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for
default under Section 9. Method of calculation, payment procedures, and other details are
provided on the State Procurement Office website:
https://spo.az.gov/
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18. USAGE REPORT
18.1 Administrative Fee Reporting
Contractor shall submit to ADOA‐SPO a Quarterly Report documenting all Contract sales to
both eligible State agencies and cooperative purchasing members, itemized separately. A
Quarterly Report shall be submitted even if there have been no sales. The Contractor shall
further itemize divisions, groups or areas within a given Eligible Agency if they place Orders
independently of each other.
Quarterly reports on transactions with cooperative purchasing members are required to be
filed with ADOA‐SPO. Failure to remit the administrative fees/usage reports is a material
breach of contract, and will entitle State to its remedies under Article 8 and its right to
terminate for default under Article 9. Method of calculation, payment procedures, and other
details
are
provided
on
the
State
Procurement
Office
website
at
https://spo.az.gov/suppliers/usage-reporting.
18.2 ADOT Usage Report Requirements
The Contractor shall furnish ADOT a quarterly report showing all purchasing activity under this
contract. This usage report shall be provided in a form substantially equivalent to Exhibit 03.
Usage reports shall be submitted to the Procurement Officer no later than 30 days after the
end of each quarter.
Usage report quarters shall be defined as follows:
January through March – Report due April 30
April through June – Report due July 30
July through September – Report due October 30
October through December – Report due January 30
19. LICENSES, PERMITS, CERTIFICATIONS
Contractor, at their expense, shall maintain in current status without any violations, complaints, or
suspensions during the term of this contract all Federal, State and Local licenses, permits and
certifications required for the operation of a business conducted by the contractor.
20. POST AWARD MEETING
At the discretion of the Department, the Contractor, at their expense, shall attend and participate in
post award meetings as scheduled by the Procurement Officer.
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1.
Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed
below are defined as follows:
1.1.
“Attachment” means any item the Solicitation which requires the Offeror to submit as
part of the Offer.
1.2.
“Contract” means the combination of the Solicitation, including the Instructions to
Offerors, the Uniform and Special Terms and Conditions, and the Specifications and
Statement or Scope of Work; the Offer and any Best and Final Offers; and any
Solicitation Amendments or Contract Amendments.
1.3.
"Contract Amendment" means a written document signed by the Procurement
Officer that is issued for the purpose of making changes in the Contract.
1.4.
“Contractor” means any person who has a Contract with the State.
1.5.
“Data” means recorded information, regardless of form or the media on which it may
be recorded. The term may include technical data and computer software. The term
does not include information incidental to contract administration, such as financial,
administrative, cost or pricing, or management information.
1.6.
“Days” means calendar days unless otherwise specified.
1.7.
“Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the
Exhibits section of the Solicitation generally containing maps, schematics, examples of
reports, or other documents that will be used to perform the requirements of the
Scope of Work after contract award.
1.8.
“Gratuity” means a payment, loan, subscription, advance, deposit of money, services,
or anything of more than nominal value, present or promised, unless consideration of
substantially equal or greater value is received.
1.9.
“Materials” means all property, including equipment, supplies, printing, insurance
and leases of property but does not include land, a permanent interest in land or real
property or leasing space.
1.10.
“Procurement Officer” means the person, or his or her designee, duly authorized by
the State to enter into and administer Contracts and make written determinations
with respect to the Contract.
1.11.
“Services” means the furnishing of labor, time or effort by a Contractor or
Subcontractor which does not involve the delivery of a specific end product other
than required reports and performance, but does not include employment
agreements or collective bargaining agreements.
1.12.
“State” means any department, commission, council, board, bureau, committee,
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institution, agency, government corporation or other establishment or official of the
executive branch or corporation commission of the State of Arizona that executes the
Contract.
1.13.
“State Fiscal Year” means the period beginning with July 1 and ending June 30.
1.14.
“Subcontract” means any Contract, express or implied, between the Contractor and
another party or between a Subcontractor and another party delegating or assigning,
in whole or in part, the making or furnishing of any Materials or any Services required
for the performance of the Contract.
1.15.
“Subcontractor” means a person who contracts to perform work or render Services
to a Contractor or to another Subcontractor as a part of a Contract with the State.
2.
Contract Interpretation
2.1.
Arizona Law. The Arizona law applies to this Contract including, where applicable,
the Uniform Commercial Code as adopted by the State of Arizona and the Arizona
Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its
implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.
2.2.
Implied Contract Terms. Each provision of law and any terms required by law to be in
this Contract are a part of this Contract as if fully stated in it.
2.3.
Contract Order of Precedence. In the event of a conflict in the provisions of the
Contract, as accepted by the State and as they may be amended, the following shall
prevail in the order set forth below:
2.3.1.
Special Terms and Conditions;
2.3.2.
Uniform Terms and Conditions;
2.3.3.
Statement or Scope of Work;
2.3.4.
Specifications;
2.3.5.
Attachments;
2.3.6.
Exhibits; then
2.3.7.
Any other documents referenced or included in the Solicitation including,
but not limited to, any Bid or Offer documents provided by the Contractor
that do not fall into one of the above categories.
2.4.
Relationship of Parties. The Contractor under this Contract is an independent
Contractor. Neither party to this Contract shall be deemed to be the employee or
agent of the other party to the Contract.
2.5.
Severability. The provisions of this Contract are severable. Any term or condition
deemed illegal or invalid shall not affect any other term or condition of the Contract.
2.6.
No Parole Evidence. This Contract is intended by the parties as a final and complete
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expression of their agreement. No course of prior dealings between the parties and
no usage of the trade shall supplement or explain any terms used in this document
and no other understanding either oral or in writing shall be binding.
2.7.
No Waiver. Either party’s failure to insist on strict performance of any term or
condition of the Contract shall not be deemed a waiver of that term or condition
even if the party accepting or acquiescing in the nonconforming performance knows
of the nature of the performance and fails to object to it.
3.
Contract Administration and Operation
3.1.
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall
contractually require each Subcontractor to retain any and all Data and other
“records” relating to the acquisition and performance of the Contract for a period of
five (5) years after the completion of the Contract. All records shall be subject to
inspection and audit by the State at reasonable times. Upon request, the Contractor
shall produce a legible copy of any or all such records.
3.2.
Non-Discrimination. The Contractor shall comply with State Executive Orders
Nos. 2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State
laws, rules and regulations, including the Americans with Disabilities Act. Contractor
shall include these provisions in contracts with Subcontractors when required by
Federal or State law.
3.3.
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and
five
(5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall
be subject to audit by the State and, where applicable, the Federal Government, to
the extent that the books and records relate to the performance of the Contract or
Subcontract.
3.4.
Facilities Inspection and Materials Testing. The Contractor agrees to permit access to
its facilities, Subcontractor facilities, and the Contractor’s processes or services, at
reasonable times for inspection of the facilities or Materials covered under this
Contract as required under A.R.S. § 41-2547. The State shall also have the right to
test, at its own cost, the Materials to be supplied under this Contract. Neither
inspection of the Contractor’s facilities nor Materials testing shall constitute final
acceptance of the Materials or Services. If the State determines non-compliance of
the Materials, the Contractor shall be responsible for the payment of all costs
incurred by the State for testing and inspection.
3.5.
Notices. Notices to the Contractor required by this Contract shall be made by the
State to the person indicated on the Offer and Acceptance form submitted by the
Contractor unless otherwise stated in the Contract. Notices to the State required by
the Contract shall be made by the Contractor to the Solicitation Contact Person
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indicated on the Solicitation, stated in the Contract, or listed on the State’s
eProcurement system. An authorized Procurement Officer and an authorized
Contractor representative may change their respective person to whom notice shall
be given by written notice to the other and an amendment to the Contract shall not
be necessary.
3.6.
Advertising, Publishing and Promotion of Contract. The Contractor shall not use,
advertise or promote information for commercial benefit concerning this Contract
without the prior written approval of the Procurement Officer.
3.7.
Continuous Improvement. Contractor shall recommend continuous improvements on
an on-going basis in relation to any Materials and Services offered under the
Contract, with a view to reducing State costs and improving the quality and efficiency
of the provision of Materials or Services. State may require Contractor to engage in
continuous improvements throughout the term of the Contract.
3.8.
Other Contractors. State may undertake on its own or award other contracts to the
same or other suppliers for additional or related work. In such cases, the Contractor
shall cooperate fully with State employees and such other suppliers and carefully
coordinate, fit, connect, accommodate, adjust, or sequence its work to the related
work by others. Where the Contract requires handing-off Contractor’s work to
others, Contractor shall cooperate as State instructs regarding the necessary transfer
of its work product, Materials, Services, or records to State or the other suppliers.
Contractor shall not commit or permit any act that interferes with the State’s or
other suppliers’ performance of their work, provided that, State shall enforce the
foregoing section equitably among all its suppliers so as not impose an unreasonable
burden on any one of them.
3.9.
Ownership of Intellectual Property
3.9.1.
Rights In Work Product. All intellectual property originated or prepared by
Contractor pursuant to the Contract, including but not limited to,
inventions, discoveries, intellectual copyrights, trademarks, trade names,
trade secrets, technical communications, records reports, computer
programs and other documentation or improvements thereto, including
Contractor’s administrative communications and records relating to the
Contract, are considered work product and Contractor’s property, provided
that, State has Government Purpose Rights to that work product as and
when it was delivered to State.
3.9.2.
“Government Purpose Rights” are:
3.9.2.1.
the unlimited, perpetual, irrevocable, royalty free, non-
exclusive, worldwide right to use, modify, reproduce, release,
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perform, display, sublicense, disclose and create derivatives
from that work product without restriction for any activity in
which State is a party;
3.9.2.2.
the right to release or disclose that work product to third
parties for any State government purpose; and
3.9.2.3.
the right to authorize those to whom it rightfully releases or
discloses that work product to use, modify, release, create
derivative works from the work product for any State
government purpose; such recipients being understood to
include the federal government, the governments of other
states, and various local governments.
3.9.3.
“Government Purpose Rights” do not include any right to use, modify,
reproduce, perform, release, display, create derivative works from or
disclose that work product for any commercial purpose, or to authorize
others to do so.
3.9.4.
Joint Developments. The Contractor and State may each use equally any
ideas, concepts, know-how, or techniques developed jointly during the
course of the Contract, and may do so at their respective discretion,
without obligation of notice or accounting to the other party.
3.9.5.
Pre-existing Material. All pre-existing software and other Materials
developed or otherwise obtained by or for Contractor or its affiliates
independently of the Contract or applicable Purchase Orders are not part
of the work product to which rights are granted State under subparagraph
3.9.1 above, and will remain the exclusive property of Contractor,
provided that:
3.9.5.1.
any derivative works of such pre-existing Materials or
elements thereof that are created pursuant to the Contract
are part of that work product;
3.9.5.2.
any elements of derivative work of such pre-existing Materials
that was not created pursuant to the Contract are not part of
that work product; and
3.9.5.3.
except as expressly stated otherwise, nothing in the Contract
is to be construed to interfere or diminish Contractor’s or its
affiliates’ ownership of such pre-existing Materials.
3.9.6.
Developments Outside Of Contract. Unless expressly stated otherwise in
the Contract, this Section does not preclude Contractor from developing
competing Materials outside the Contract, irrespective of any similarity to
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Materials delivered or to be delivered to State hereunder.
3.10.
Property of the State. If there are any materials that are not covered by Section 3.9
above created under this Contract, including but not limited to, reports and other
deliverables, these materials are the sole property of the State. The Contractor is not
entitled to a patent or copyright on those materials and may not transfer the patent
or copyright to anyone else. The Contractor shall not use or release these materials
without the prior written consent of the State.
3.11.
Federal Immigration and Nationality Act. Contractor shall comply with all federal,
state and local immigration laws and regulations relating to the immigration status of
their employees during the term of the contract. Further, Contractor shall flow down
this requirement to all Subcontractors utilized during the term of the contract. The
State shall retain the right to perform random audits of Contractor and Subcontractor
records or to inspect papers of any employee thereof to ensure compliance.
Should the State determine that the Contractor or any Subcontractors be found
noncompliant, the State may pursue all remedies allowed by law, including, but not
limited to: suspension of work, termination of the contract for default and
suspension or debarment of the contractor.
3.12.
E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants
compliance with all Federal immigration laws and regulations relating to employees
and warrants its compliance with Section A.R.S. § 23- 214, Subsection A.
3.13.
Offshore Performance of Work involving Data is Prohibited. Any Services that are
described in the specifications or scope of work that directly serve the State of
Arizona or its clients and involve access to Data shall be performed within the defined
territories of the United States.
3.14.
Protection of State Cybersecurity Interests. The Contractor shall comply with State
Executive Order No. 2023-10, which includes, but is not limited to, a prohibition
against (a) downloading and installing of TikTok on all State-owned and State-leased
information technology; and (b) accessing TikTok through State information
technology.
3.15.
Certifications Required by State Law.
3.15.1.
If Contractor is a Company as defined in A.R.S. § 35-393, Contractor
certifies that it is not currently engaged in a boycott of Israel as described
in A.R.S. §§ 35-393 et seq. and will refrain from any such boycott for the
duration of this Contract.
3.15.2.
Contractor further certifies that it shall comply with A.R.S. § 35-394,
regarding use of the forced labor of ethnic Uyghurs, as applicable.
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4.
Costs and Payments
4.1.
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41,
Net 30 days. Upon receipt and acceptance of Materials or Services, the Contractor
shall submit a complete and accurate invoice for payment from the State within
thirty (30) days.
4.2.
Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall
be F.O.B. (“free on board”) Destination and shall include all freight delivery and
unloading at the destination.
4.3.
Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the
Contract, all prices shall be firm-fixed-prices.
4.4.
Applicable Taxes
4.4.1.
Payment of Taxes. The Contractor shall be responsible for paying all
applicable taxes.
4.4.2.
State and Local Transaction Privilege Taxes. The State of Arizona is subject
to all applicable state and local transaction privilege taxes. Transaction
privilege taxes apply to the sale and are the responsibility of the seller to
remit. Failure to collect such taxes from the buyer does not relieve the
seller from its obligation to remit taxes.
4.4.3.
Tax Indemnification. Contractor and all Subcontractors shall pay all Federal,
state and local taxes applicable to its operation and any persons employed
by the Contractor. Contractor shall, and require all Subcontractors to hold
the State harmless from any responsibility for taxes, damages and interest,
if applicable, contributions required under Federal, and/or state and local
laws and regulations and any other costs including transaction privilege
taxes, unemployment compensation insurance, Social Security and
Worker’s Compensation.
4.4.4.
IRS W9 Form. In order to receive payment the Contractor shall have a
current I.R.S. W9 Form on file with the State of Arizona, unless not required
by law.
4.5.
Availability of Funds for the Next State Fiscal Year. Funds may not presently be
available for performance under this Contract beyond the current State Fiscal Year.
No legal liability on the part of the State for any payment may arise under this
Contract beyond the current State Fiscal Year until funds are made available for
performance of this Contract.
4.6.
Availability of Funds for the Current State Fiscal Year. Should the State Legislature
enter back into session and reduce the appropriations or for any reason and these
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Materials or Services are not funded, the State may take any of the following actions:
4.6.1.
Accept a decrease in price offered by the Contractor;
4.6.2.
Cancel the Contract; or
4.6.3.
Cancel the Contract and re-solicit the requirements.
5.
Contract Changes
5.1.
Amendments. This Contract is issued under the authority of the Procurement Officer
who signed this Contract. The Contract may be modified only through a Contract
Amendment within the scope of the Contract. Changes to the Contract, including the
addition of Services or Materials, the revision of payment terms, or the substitution
of Services or Materials, directed by a person who is not specifically authorized by
the Procurement Officer in writing or made unilaterally by the Contractor are
violations of the Contract and of applicable law. Such changes, including
unauthorized written Contract Amendments shall be void and without effect, and the
Contractor shall not be entitled to any claim under this Contract based on those
changes.
5.2.
Subcontracts. The Contractor shall not enter into any Subcontract under this Contract
for the performance of this Contract without the advance written approval of the
Procurement Officer as described in Arizona State Procurement Office Standard
Procedure 002. The Contractor shall clearly list any proposed Subcontractors and the
Subcontractor’s proposed responsibilities. The Subcontract shall incorporate by
reference the terms and conditions of this Contract.
5.3.
Assignment and Delegation. The Contractor shall not assign any right nor delegate
any duty under this Contract without the prior written approval of the Procurement
Officer. The State shall not unreasonably withhold approval.
6.
Risk and Liability
6.1.
Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under
this Contract until received by authorized personnel at the location designated in the
purchase order or Contract. Mere receipt does not constitute final acceptance. The
risk of loss for nonconforming Materials shall remain with the Contractor regardless
of receipt.
6.2.
Indemnification
6.2.1.
Contractor/Vendor Indemnification (Not Public Agency).To the fullest
extent permitted by law, Contractor shall defend, indemnify, and hold
harmless the State of Arizona, and its departments, agencies, boards,
commissions, universities, officers, officials, agents, and employees
(hereinafter referred to as “Indemnitee”) from and against any and all
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claims, actions, liabilities, damages, losses, or expenses (including court
costs, attorneys’ fees, and costs of claim processing, investigation and
litigation) (hereinafter referred to as “Claims”) for bodily injury or personal
injury (including death), or loss or damage to tangible or intangible
property caused, or alleged to be caused, in whole or in part, by the
negligent or willful acts or omissions of Contractor or any of its owners,
officers, directors, agents, employees or Subcontractors. This indemnity
includes any claim or amount arising out of, or recovered under, the
Workers’ Compensation Law or arising out of the failure of such Contractor
to conform to any federal, state, or local law, statute, ordinance, rule,
regulation, or court decree. It is the specific intention of the parties that
the Indemnitee shall, in all instances, except for Claims arising solely from
the negligent or willful acts or omissions of the Indemnitee, be indemnified
by Contractor from and against any and all claims. It is agreed that
Contractor will be responsible for primary loss investigation, defense, and
judgment costs where this indemnification is applicable. In consideration of
the award of this contract, the Contractor agrees to waive all rights of
subrogation against the State of Arizona, its officers, officials, agents, and
employees for losses arising from the work performed by the Contractor for
the State of Arizona. This indemnity shall not apply if the Contractor or
Subcontractor(s) is/are an agency, board, commission or university of the
State of Arizona.
6.2.2.
Public Agency Language Only. Each party (as 'indemnitor') agrees to
indemnify, defend, and hold harmless the other party (as 'indemnitee')
from and against any and all claims, losses, liability, costs, or expenses
(including reasonable attorney's fees) (hereinafter collectively referred to
as 'claims') arising out of bodily injury of any person (including death) or
property damage but only to the extent that such claims which result in
vicarious/derivative liability to the indemnitee, are caused by the act,
omission, negligence, misconduct, or other fault of the indemnitor, its
officers, officials, agents, employees, or volunteers.
6.3.
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold
harmless the State against any liability, including costs and expenses, for infringement
of any patent, trademark or copyright arising out of Contract performance or use by
the State of Materials furnished or work performed under this Contract. The State
shall reasonably notify the Contractor of any claim for which it may be liable under
this paragraph. If the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154,
this paragraph shall not apply.
6.4.
Force Majeure.
6.4.1.
Except for payment of sums due, neither the Contractor nor State shall be
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liable to the other nor deemed in default under this Contract if and to the
extent that such party’s performance of this Contract is prevented by
reason of force majeure. The term “force majeure” means an occurrence
that is beyond the control of the party affected and occurs without its fault
or negligence. Without limiting the foregoing, force majeure includes: acts
of God, acts of the public enemy, war, riots, strikes, mobilization, labor
disputes, civil disorders, fire, flood, lockouts, injunctions-intervention-acts,
failures or refusals to act by government authority, and other similar
occurrences beyond the control of the party declaring force majeure which
such party is unable to prevent by exercising reasonable diligence.
6.4.2.
Force Majeure shall not include the following occurrences:
6.4.2.1.
Late delivery of equipment, Materials, or Services caused by
congestion at a manufacturer’s plant or elsewhere, or an
oversold condition of the market;
6.4.2.2.
Late performance by a Subcontractor unless the delay arises
out of a force majeure occurrence in accordance with this
force majeure term and condition; or
6.4.2.3.
Inability of either the Contractor or any Subcontractor to
acquire or maintain any required insurance, bonds, licenses or
permits.
6.4.3.
If either the Contractor or State is delayed at any time in the progress of
the work by force majeure, the delayed party shall notify the other party in
writing of such delay, as soon as is practicable and no later than the
following working day, of the commencement thereof and shall specify the
causes of such delay in such notice. Such notice shall be delivered or
mailed certified-return receipt and shall make a specific reference to
this article, thereby invoking itsprovisions. The delayed party shall
cause such delay to cease as soon as practicable and shall notify the other
party in writing when it has done so. The time of completion shall be
extended by Contract Amendment for a period of time equal to the time
that results or effects of such delay prevent the delayed party from
performing in accordance with this Contract.
6.4.4.
Any delay or failure in performance by either party hereto shall not
constitute default hereunder or give rise to any claim for damages or loss
of anticipated profits if, and to the extent that such delay or failure is
caused by force majeure.
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6.5.
Third Party Antitrust Violations. The Contractor assigns to the State any claim for
overcharges resulting from antitrust violations to the extent that those violations
concern Materials or Services supplied by third parties to the Contractor, toward
fulfillment of this Contract.
7.
Warranties
7.1.
Liens. The Contractor warrants that the Materials supplied under this Contract are
free of liens and shall remain free of liens.
7.2.
Quality. Unless otherwise modified elsewhere in the Special Terms and Conditions,
the Contractor warrants that, for one (1) year after acceptance by the State of the
Materials, they shall be:
7.2.1.
Of a quality to pass without objection in the trade under the Contract
description;
7.2.2.
Fit for the intended purposes for which the Materials are used;
7.2.3.
Within the variations permitted by the Contract and are of even kind,
quantity, and quality within each unit and among all units;
7.2.4.
Adequately contained, packaged, and marked as the Contract may require;
and
7.2.5.
Conform to the written promises or affirmations of fact made by the
Contractor.
7.3.
Conformity to Requirements.
7.3.1.
Contractor warrants that, unless expressly provided otherwise elsewhere in
the Contract, the Materials and Services will for one (1) year after
acceptance and in each instance:
7.3.1.1.
Conform to the requirements of the Contract, which by way of
reminder
include
without
limitation
all
descriptions,
specifications, and drawings identified in the Scope of Work
and any and all Contractor affirmations included as part of the
Contract;
7.3.1.2.
Be free from defects of material and workmanship;
7.3.1.3.
Conform to or perform in a manner consistent with current
industry standards; and
7.3.1.4.
Be fit for the intended purpose or use described in the Contract.
7.3.2.
Mere delivery or performance does not substitute for express acceptance
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by the State. Where inspection, testing, or other acceptance assessment of
Materials or Services cannot be done until after installation or invoicing,
the forgoing warranty will not begin until State’s explicit acceptance of the
Materials or Services.
7.4.
Inspection/Testing. The warranties set forth in this Section 7 [Warranties] are not
affected by inspection or testing of or payment for the Materials or Services by the
State.
7.5.
Contractor Personnel. Contractor warrants that its personnel will perform their
duties under the Contract in a professional manner, applying the requisite skills and
knowledge, consistent with industry standards, and in accordance with the
requirements of the Contract. Contractor further warrants that its key personnel will
maintain any and all certifications relevant to their work, and Contractor shall
provide individual evidence of certification to State’s authorized representatives
upon request.
7.6.
Compliance With Applicable Laws. The Materials and Services supplied under this
Contract shall comply with all applicable federal, state, and local laws and policies
(including, but not limited to, information technology policies, standards, and
procedures available on the State’s website and/or the website of any department,
commission, council, board, bureau, committee, institution, agency, government
corporation or other establishment or official of the executive branch or corporation
commission of the State of Arizona). Federal requirements may be incorporated into
this Contract, if required, pursuant to A.R.S. § 41-2637. Contractor shall maintain any
and all applicable license and permit requirements. This requirement includes, but is
not limited to, any and all Arizona state statutes that impact state contracts,
regardless of whether those statutory references have been removed during the
course of contract negotiations; this is notice to Contractors that the State does not
have the authority to modify Arizona state law by contract.
7.7.
Intellectual Property. Contractor warrants that the Materials and Services do not and
will not infringe or violate any patent, trademark, copyright, trade secret, or other
intellectual property rights or laws, except only to the extent the Specifications do
not permit use of any other product and Contractor is not and cannot reasonably be
expected to be aware of the infringement or violation.
7.8.
Licenses and Permits. Contractor warrants that it will maintain all licenses required to
fully perform its duties under the Contract and all required permits valid and in force.
7.9.
Operational Continuity. Contractor warrants that it will perform without relief
notwithstanding being sold or acquired; no such event will operate to mitigate or
alter any of Contractor’s duties hereunder absent a consented delegation under
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paragraph 5.3 [Assignment and Delegation] that expressly recognizes the event.
7.10.
Performance in Public Health Emergency. Contractor warrants that it will:
7.10.1.
Have in effect, promptly after commencement, a plan for continuing
performance in the event of a declared public health emergency that
addresses, at a minimum:
7.10.1.1.
Identification of response personnel by name;
7.10.1.2.
Key succession and performance responses in the event
of sudden and significant decrease in workforce; and
7.10.1.3.
Alternative avenues to keep sufficient product on hand or
in the supply chain.
7.10.2.
Provide a copy of its current plan to State within three (3) business days
after State’s written request. If Contractor claims relief under paragraph
6.4 [Force Majeure] for an occurrence of force majeure that is a declared
public health emergency, then that relief will be conditioned on
Contractor having first implemented its plan and exhausted all
reasonable opportunity for that plan implementation to overcome the
effects of that occurrence, or mitigate those effects to the extent that
overcoming entirely is not practicable.
7.10.3.
A request from the State related to this paragraph 7.10 does not
necessarily indicate that there has been an occurrence of force majeure,
and the Contractor will not be entitled to any additional compensation or
extension of time by virtue of having to implement a plan.
7.10.4.
Failure to have or implement an appropriate plan will be a material
breach of contract.
7.11.
Lobbying
7.11.1.
Prohibition. Contractor warrants that it will not engage in lobbying
activities, as defined in 40 Code of Federal Regulations (CFR) part 34 and
A.R.S. § 41-1231, et seq., using monies awarded under the Contract,
provided that, the foregoing does not intend to constrain Contractor's
use of its own monies or property, including without limitation any net
proceeds duly realized under the Contract or any value thereafter
derived from those proceeds; and upon award of the Contract, it will
disclose all lobbying activities to State to the extent they are an actual or
potential conflict of interest or where such activities could create an
appearance of impropriety. Contractor shall implement and maintain
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adequate controls to assure compliance with above. Contractor shall
obtain an equivalent warranty from all Subcontractors and shall include
an equivalent no-lobbying provision in all Subcontracts.
7.11.2.
Exception. This paragraph 7.11 does not apply to the extent that the
Services are defined in the Contract as being lobbying for State’s benefit
or on State’s behalf.
7.12.
Covered Telecommunications or Services. Contractor warrants that the Materials and
Services rendered under this Agreement will not require Contractor to use for the
State, or provide to the State to use, "covered telecommunications equipment or
Services" as a substantial or essential component of any system, or as critical
technology as part of any system, within the meaning of Federal Acquisition
Regulation (“FAR”) Section 52.204-25.
7.13.
Debarment, Suspension, U.S. Government Restricted Party Lists. Contractor warrants
that it is not, and its Subcontractors are not, on the U.S. government’s Denied Parties
List, the Unverified List, the Entities List, the Specially Designated Nationals and
Blocked Parties List, and neither the Contractor nor any Subcontractors are presently
debarred, suspended, proposed for debarment or otherwise declared ineligible for
award of federal contracts or participation in federal assistance programs or
activities.
7.14.
False Statements. Contractor represents and warrants that all statements and
information Contractor prepared and submitted in response to the Solicitation or as
part of the Contract documents are current, complete, true, and accurate. If the
Procurement Officer determines that Contractor submitted an Offer or Bid with a
false statement, or makes material misrepresentations during the performance of
the Contract, the Procurement Officer may determine that Contractor has materially
breached the Contract and may void the submitted Offer or Bid and any resulting
Contract.
7.15.
Survival of Rights and Obligations after Contract Expiration or Termination.
7.15.1.
Survival of Warranty. All representations and warranties made by
Contractor under the Contract will survive the expiration or earlier
termination of the Contract.
7.15.2.
Contractor's Representations and Warranties. All representations and
warranties made by the Contractor under this Contract shall survive the
expiration or termination hereof. In addition, the parties hereto
acknowledge that pursuant to A.R.S. § 12-510, except as provided in A.R.S.
§ 12- 529, the State is not subject to or barred by any limitations of
actions prescribed in A.R.S., Title 12, Chapter 5.
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7.15.3.
Purchase Orders. The Contractor shall, in accordance with all terms and
conditions of the Contract, fully perform and shall be obligated to comply
with all purchase orders received by the Contractor prior to the expiration
or termination hereof, unless otherwise directed in writing by the
Procurement Officer, including, without limitation, all purchase orders
received prior to but not fully performed and satisfied at the expiration or
termination of this Contract.
8.
State's Contractual Remedies
8.1.
Right to Assurance. If the State in good faith has reason to believe that the
Contractor does not intend to, or is unable to perform or continue performing under
this Contract, the Procurement Officer may demand in writing that the Contractor
give a written assurance of intent to perform. Failure by the Contractor to provide
written assurance within the number of Days specified in the demand may, at the
State’s option, be the basis for terminating the Contract under the Uniform Terms
and Conditions or other rights and remedies available by law or provided by the
contract.
8.2.
Stop Work Order.
8.2.1.
The State may, at any time, by written order to the Contractor, require the
Contractor to stop all or any part of the work called for by this Contract for
period(s) of days indicated by the State after the order is delivered to the
Contractor. The order shall be specifically identified as a stop work order
issued under this clause. Upon receipt of the order, the Contractor shall
immediately comply with its terms and take all reasonable steps to
minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage.
8.2.2.
If a stop work order issued under this clause is canceled or the period of
the order or any extension expires, the Contractor shall resume work. The
Procurement Officer shall make an equitable adjustment in the delivery
schedule or Contract price, or both, and the Contract shall be amended in
writing accordingly.
8.3.
Non-exclusive Remedies. The rights and the remedies of the State under this
Contract are not exclusive.
8.4.
Nonconforming Tender. Materials or Services supplied under this Contract shall fully
comply with the Contract. The delivery of Materials or Services or a portion of the
Materials or Services that do not fully comply constitutes a breach of contract. On
delivery of nonconforming Materials or Services, the State may terminate the
Contract for default under applicable termination clauses in the Contract, exercise
any of its rights and remedies under the Uniform Commercial Code, or pursue any
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other right or remedy available to it.
8.5.
Right of Offset. The State shall be entitled to offset against any sums due the
Contractor, any expenses or costs incurred by the State, or damages assessed by the
State concerning the Contractor’s non-conforming performance or failure to perform
the Contract, including expenses, costs and damages described in the Uniform Terms
and Conditions.
9.
Contract Termination
9.1.
Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel
this Contract within three (3) years after Contract execution without penalty or
further obligation if any person significantly involved in initiating, negotiating,
securing, drafting or creating the Contract on behalf of the State is or becomes at any
time while the Contract or an extension of the Contract is in effect an employee of or
a consultant to any other party to this Contract with respect to the subject matter of
the Contract. The cancellation shall be effective when the Contractor receives written
notice of the cancellation unless the notice specifies a later time. If the Contractor is
a political subdivision of the State, it may also cancel this Contract as provided in
A.R.S. § 38-511.
9.2.
Gratuities. The State may, by written notice, terminate this Contract, in whole or in
part, if the State determines that employment or a Gratuity was offered or made by
the Contractor or a representative of the Contractor to any officer or employee of
the State with 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 the making of any determination or decision about
contract performance. The State, in addition to any other rights or remedies, shall be
entitled to recover exemplary damages in the amount of three (3) times the value of
the Gratuity offered by the Contractor.
9.3.
Suspension or Debarment. The State may, by written notice to the Contractor,
immediately terminate this Contract if the State determines that the Contractor has
been debarred, suspended or otherwise lawfully prohibited from participating in any
public procurement activity, including but not limited to, being disapproved as a
Subcontractor of any public procurement unit or other governmental body. Submittal
of an offer or execution of a contract shall attest that the Contractor is not currently
suspended or debarred. If the Contractor becomes suspended or debarred, the
Contractor shall immediately notify the State.
9.4.
Termination for Convenience. The State reserves the right to terminate the Contract,
in whole or in part at any time when in the best interest of the State, without penalty
or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as
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directed in the notice, notify all Subcontractors of the effective date of the
termination and minimize all further costs to the State. In the event of termination
under this paragraph, all documents, Data and reports prepared by the Contractor
under the Contract shall become the property of and be delivered to the State upon
demand. The Contractor shall be entitled to receive just and equitable compensation
for work in progress, work completed, and Materials or Services accepted before the
effective date of the termination. The cost principles and procedures provided in
A.R.S. § 41-2543 and A.A.C. Title 2, Chapter 7, Article 7, shall apply.
9.5.
Termination for Default.
9.5.1.
In addition to the rights reserved in the contract, the State may terminate
the Contract in whole or in part due to the failure of the Contractor to
comply with any term or condition of the Contract, to acquire and maintain
all required insurance policies, bonds, licenses and permits, or to make
satisfactory progress in performing the Contract. The Procurement Officer
shall provide written notice of the termination and the reasons for it to the
Contractor.
9.5.2.
Upon termination under this paragraph, all goods, Materials, documents,
Data, and reports prepared by the Contractor under the Contract shall
become the property of and be delivered to the State on demand.
9.5.3.
The State may, upon termination of this Contract, procure, on terms and in
the manner that it deems appropriate, Materials or Services to replace
those under this Contract. The Contractor shall be liable to the State for
any excess costs incurred by the State in procuring Materials or Services in
substitution for those due from the Contractor.
9.6.
Continuation of Performance Through Termination. The Contractor shall continue to
perform, in accordance with the requirements of the Contract, up to the date of
termination, as directed in the termination notice.
10.
Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title
41, Chapter 23, Article 9, and rules adopted thereunder.
11.
Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract
through arbitration, after exhausting applicable administrative review, to the extent required
by A.R.S. § 12-1518, except as may be required by other applicable statutes (A.R.S. Title 41).
EXHIBIT 1
Title VI/Non-Discrimination Assurances
Appendix A
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Procurement
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees as follows:
1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts
and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of
Transportation, the Federal Highway Administration, as they may be amended from time to time, which are
herein incorporated by reference and made a part of this contract.
2. Non-discrimination: The contractor, with regard to the work performance by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equipment. The contractor will not
participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including
employment practices when the contract covers any activity, project, or program set forth in Appendix B of
49 CFR Part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,
either by competitive bidding, or negotiation made by the contractor for work to be performed under a
subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or
supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts
and Regulations relative to Non-discrimination on the grounds of race, color, or national origin.
4. Information and Reports: The contractor will provide all information and reports required by the Acts, the
Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts,
other sources of information, and its facilities as may be determined by the Recipient or the Federal
Highway Administration to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of a contractor is in the exclusive possession of another who
fails or refuses to furnish the information, the contractor will so certify to the Recipient or the Federal
Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the
information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination
provisions of this contract, the Recipient will impose such contract sanctions as it or the Federal Highway
Administration ,may determine to be appropriate, including, but not limited to:
a.
withholding payments to the contractor under the contract until the contractor complies;
and/or
b.
cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts,
the Regulations and directives issued pursuant thereto. The contractor will take action with request to any
subcontract or procurement as the Recipient or the Federal Highway Administration may direct as a means
of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor
becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such
direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the
Recipient. In addition, the contractor may request the United States to enter into the litigation to protect
the interests of the United States.
EXHIBIT NO. 2
Title VI/Non-Discrimination Assurances
Appendix E
Solicitation No: BPM#005905
Available online at
https://app.az.gov/
Page 34 of 35
Procurement
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes
and authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
•
Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on
the basis of race, color, national origin): and 49 CFR Part 21.
•
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601),
(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or
Federal-aid programs and projects);
•
Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 etseq.), (prohibits discrimination on the basis of sex);
•
Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination
on the basis of disability); and 49 CFR Part 27;
•
The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the
basis of age);
•
Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
•
The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of
Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the
Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of
the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such
programs or activities are Federally funded or not);
•
Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability
in the operation of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of
Transportation regulations at 49 C.F.R. parts 37 and 38;
•
The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
•
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-
Income Populations, which ensures discrimination against minority populations by discouraging programs,
policies, and activities with disproportionately high and adverse human health or environmental effects on
minority and low-income populations;
•
Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and
resulting agency guidance, national origin discrimination includes discrimination because of limited English
proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP
persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
•
Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1687 et. seq).
Procurement
EXHIBIT NO. 03
QUARTERLY USAGE REPORT
Solicitation No: BPM 005905
Available online at
https://app.az.gov
Page 35 of 35
This exhibit outlines the content required for the quarterly usage report. Usage reports will be submitted to the appropriate Procurement Officer in accordance with the requirements specified in Special Terms and Conditions. The
Department reserves the right to make additions, deletions and changes as deemed necessary.
Reporting Period:
Contract ID/Code:
Contact Name:
Alternate Contact Name:
Contract Label/Description:
Contact Phone Number:
Alternate Contact Phone Number:
Contractor:
Contact Email:
Alternate Contact Email:
Contractor Address:
Agency/Org/
Unit
Customer
Name
Delivery Address
PO Number or
Identify as “P-Card”
Order
Date
Contract Item
Number
Contract Item Description
Quantity
Unit of
Measure
Contract
Unit Price
Contract
Extended Price
Invoice
Number
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
THE HERTZ CORPORATION
EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
The method and amount of compensation is in accordance with Section 3 of this Agreement.
NOT TO EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the
Statement of Work must not exceed $225,000 for the entire term of the Agreement.
DETAILED PROJECT COMPENSATION
City shall pay contractor compensation in accordance with the rates as set forth in the State of Arizona
Contract No. CTR073852.