Agreement with D & H United Fueling Solutions Inc.
Extracted text (via ocr_local)
41554 characters
LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND D&H UNITED FUELING SOLUTIONS, INC, DBA COCHISE FUELING SOLUTIONS This Linking Agreement (“Agreement”) is entered into as of this day of , 2025, between the City of Glendale, an Arizona municipal corporation (“City”), and D&H United Fueling Solutions, Inc, dba Cochise Fueling Solutions, a Delaware corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS A. On January 28, 2025, the State of Arizona-ADOT, entered into a contract with Contractor to purchase the goods and services described in Installation, Repair and Maintenance of Fuel Tank Systems Contract No. CTRO75545 (“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 Finance Director 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. Cc. Section 2-149 also provides that the Finance Director 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 is May 1, 2025, until the date the contract terminates on April 30, 2026, unless the term is extended by mutual agreement of the parties to the Cooperative Agreement. The Cooperative Agreement, however, may not be extended beyond April 30, 2030. The initial period of this Agreement begins May 1, 2025 and continues until April 30, 2026. B. The City may extend the term of this Agreement for four (4) one-year periods 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 1 01/28/2025 Effective Date. Glendale extensions are not automatic and shall only occur if the City affirmatively exercises its right to extend this Agreement. Scope of Work: Terms, Conditions, and Specifications. A. Contractor shall provide City the supplies and/or services identified in the Scope of Work attached as Exhibit B. B. Contractor agrees to comply with all the terms, conditions and specifications of the Cooperative Purchasing Agreement. Such terms, conditions and specifications are specifically incorporated into and are an enforceable part of this Agreement. Compensation. A. City shall pay Contractor compensation at the same rate and on the same schedule as provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C. B. The total purchase price for the supplies and/or services purchased under this Agreement shall not exceed five hundred thousand dollars ($500,000) for the entire term of the Agreement (initial term plus any extensions). Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511. Non-discrimination. Contractor must not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or expression, genetic chatacteristics, familial status, U.S. military veteran status or any disability. Contractor will require any Sub-contractor to be bound to the same requitements as stated within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section. Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the City prior to the Effective Date. E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of A.RS. § 41-4401. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393. Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during the term of this Agreement, will not use: a. the forced labor of ethnic Uyghurs in the People’s Republic of China; b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; and c. any contractors, subcontractors or suppliers that use the forced labor or any goods ot services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 01/28/2025 10. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. 11. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’ respective authorized representatives at the address listed below: City of Glendale c/o Sandy Ressler, Fleet Management 6210 W. Myrtle Avenue Glendale, AZ 85301 and D&H United Fueling Solutions, Inc, dba Cochise Fueling Solutions c/o Jack O'Halloran 333 N. Black Canyon Hwy Phoenix, AZ 85009 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above. “City” “Contractor” City of Glendale, an Arizona D&H United Fueling Solutions, Inc, municipal corporation dba Cochise Fueling Solutions a Delaware corporation By: ———= Kevin R. Phelps City Manager ATTEST: Julie K. Bower (SEAL) City Clerk APPROVED AS TO FORM: Michael D. Bailey City Attorney 01/28/2025 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND D & H UNITED FUELING SOLUTIONS, INC, DBA COCHISE FUELING SOLUTIONS EXHIBIT A STATE OF ARIZONA-ADOT CONTRACT NO. CTRO075545 INSTALLATION, REPAIR AND MAINTENANCE OF FUEL TANK SYSTEMS Docusign Envelope ID: DBB1BOBE-409A-4039-B003-AFF597674ECA ADOT Procurement OFFER AND ACCEPTANCE 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. SRY; Offeror (Company) Name ignature of Person Authorized to Sign Offer SBS N, Biace Cyan Nyy Lex OWacwencl 12fy/zey Address Printed Name Date telX Az 8202 Seeuice Menwcce City State Zip Title (2) DH- LLOWT EL 2*RYA- SYR TD Email Address Phone Number . x a 60F- RY 2- “SIO 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 CTRO7554 Sincluding 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 st day of May 2025, DocuSigned by: Pamela Veal 1/28/2025 '69C61CE38A6E4BB... Procurement Officer Awarded Date “Solicitation No: BPM006417 ~ .! ~~ Available online at ‘Page 1 of 1 https://app.az.gzov Rev 04/2020 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND D & H UNITED FUELING SOLUTIONS, INC, DBA COCHISE FUELING SOLUTIONS EXHIBIT B Scope of Work Repair, maintenance, and testing services of the City's fuel bulk systems for Fleet Management and the Glendale Municipal Landfill, on an as-needed basis. STATE OF ARIZONA LA DOT ARIZONA DEPARTMENT OF TRANSPORTATION 1655 W. Jackson St., MD 100P Procurement Phoenix, AZ 85007 INVITATION FOR BID SOLICITATION NUMBER: BPM006417 DESCRIPTION: Installation, Repair and Maintenance of Fuel Tank Systems QUESTIONS: inquiries regarding the solicitation are to be submitted online through the State’s e-Procurement system, Arizona Procurement Portal (APP) (https://app.az.gov/) using the Discussion Forum tab. OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION. Patrick Breazeale Procurement Officer Phone: 602-712-8504 Email: PBreazeale@azdot.gov This solicitation is issued in accordance with A.R.S. §41-2533 and A.A.C. R2-7-B301 et seq., Competitive Sealed Bidding. “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. Rev. 05/2023 ADOT TABLE OF CONTENTS Procurement SECTION PAGE Notice 1 Table of Contents 2 Scope of Work 3 Special Terms and Conditions 10 Uniform Terms and Conditions 21 EXHIBITS 1- Title VI/Non-Discrimination Assurances Appendix A 39 2- Title VI/Non-Discrimination Assurances Appendix E 40 3- Task Assignment 41 4- ADC Prison Security Requirements 42 5- Rules for Non-Employees of ADC in Arizona State Prisons 44 6- Safety Program Plan Requirements 46 7- ADOT Usage Report 47 Solicitation No: BPM006417 Available online at Page 2 of 47 https://app.az.gov, ADOT SCOPE OF WORK Procurement 1, Statement of Need 1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Installation, Repair and Maintenance of Petroleum Storage Tank Systems (PSTS) services. 2. Introduction and Background 2.1. 2.2. There are a number of PSTS located throughout the State of Arizona which contain petroleum that include, but are not limited to diesel, fuel oil, unleaded and oxygenated gasoline blends, and used oil. These are regulated as underground and above ground storage tank systems, under the Resource Conservation and Recovery Act, CFR Title 40, and the Uniform Fire Code. The State of Arizona Department of Transportation (agency) is seeking to contract with a qualified Supplier(s) who can provide Installation, Repair and Maintenance of Fuel Tank Systems statewide for the State of Arizona and all participating Eligible Agencies. This service will be used to support official organizational goals. It is the intent of the State to have contracts in place to provide statewide coverage to all areas of the State of Arizona to maintain the safe Operation of Petroleum Storage Tank Systems (PSTS) at all times. 3. General Regulatory Requirements 3.1. 3.2. 3.3. 3.4, 3.5. The Petroleum Storage Tank Systems (PSTS) are subject to multiple federal regulations concerning Underground Storage Tanks (UST) and used oil management regulations contained in 40 CFR Parts 279 thru 282. Depending on the size and location, some Aboveground Storage Tanks (AST) containing petroleum have to comply with the Clean Water Act Section 311 Spill Prevention, Control, and Countermeasures rule, the Occupational Safety and Health Administration’s Standard 1910.110 (Storage and Handling of Liquefied Petroleum Gases) and National Fire Protection Association code 58 requirements for safe operation of propane tanks. The Contractor and all work performed under this contract must comply with the current Federal, State, and Local Regulations concerning the operation and maintenance of PSTS. To include all requirements listed in this Scope of Work. Pursuant to A.A.C. R18-12-801, beginning from and after December 31, 1996, a person shall not perform UST service on an UST system unless the person is certified or is supervised by a person certified under this Article. The certification requirements of this Article shall not apply to the site assessment or sampling requirements under A.A.C. Title 18, Chapter 12. Cities and Counties also have regulations concerning these systems, including but not limited to air permits for dispensing gasoline. Contractors and their employees shall comply with OSHA construction (1926) and general duty (1910) requirements including hazard assessment and developing a Health and Safety Plan. In addition they will need to comply with any site specific safety requirements imposed by the Facility. In addition to the above requirements the minimum level of Personal Protective Solicitation No: BPM006417 Available online at Page 3 of 47 https://app.az.gov, ADOT SCOPE OF WORK Procurement Equipment, (PPE), must include but is not limited to: full length pants, safety glasses, and leather safety toe boots. 4. Specific Requirements 4.1. 4.2. Task Assignments 4.1.1. 4.1.2. 4.1.3. 4.1.4, After receiving a Task Assignment from an Eligible Agency (Agency), the Contractor shall provide a Task Assignment response that includes a detailed proposed work plan, including the estimated work to be done. No work shall begin without approval from the Agency or Agency Representative. After the Agency approves the Contractor's task assignment response, the Contractor shall provide the Agency with an estimated work completion date. This shall be submitted in writing and within 72 hours of receiving the Agency's approval of the task assignment. All work shall be performed during business hours, Monday through Friday unless otherwise directed by the Agency. No work shall be performed on weekends or State Holidays without prior approval from the Agency. After the completion of work, the Contractor shall submit an itemized statement of charges to the Agency. These charges shall conform to the contract as well as the approved task assignment. Any deviations from the proposed work shall be approved by the Agency prior to the submittal of charges. Unit Rates must conform to the pricing in the contract. Maintenance and Repair 4.2.1.Maintenance and repair of the PSTS under this contract includes but is not limited to: maintenance and repair of tanks, tank liners pumps, all associated piping and appurtenances, dispensers including all hanging hardware, (hoses, nozzles, etc.), vent lines and vents, leak prevention, detection and monitoring, equipment, filters, and vapor recovery systems. Work under this contract also includes repairing any apparent problems which may cause, or may have caused leaks in the system and maintain all parts of the PSTS in good working order. 4.2.2.Maintenance includes performing the required manufacturer and Agency requirements for all equipment associated with the PSTS, including preventive maintenance, as approved by the State, in accordance with manufacturer and regulatory requirements. 4.2.3.The Contractor shall provide routine maintenance and testing in accordance with the manufacturers and regulatory requirements, as prescribed by the Agency’s maintenance schedule and in receipt of a Purchase Order issued by the eligible agency. Such testing may include but is not limited to Stage | Vapor testing (unleaded tanks in Maricopa County), Precision line test, Mechanical line leak detectors and fill containment sump testing. The Contractor shall retain testing data for the life of the contract and shall provide data to the Solicitation No: BPM006417 Available online at Page 4 of 47 https://app.az.gov, ADOT SCOPE OF WORK Procurement Agency as requested. The Contractor shall ensure they retain the proper testing certifications as well as manufacturer certifications. 4.2.4.The Contractor shall be able to repair above and below ground structures including, but not limited to: canopies, fuel islands, and structures located on the fuel island such as booths, ticket stands, card lock system(s) and pedestals. 4.2.5.The Contractor must have knowledge in the replacement or repair of fiberglass, single or double wall, steel and stainless steel, product lines, flex lines and repair of fiberglass reinforced plastic tanks. 4.2.6.Equipment and parts supplied by Contractor shall be consistent with the type required to perform the requirements of the scope of work and as identified in the task assignment. The Contractor shall also follow the Environmental Protection Agency (EPA) guidance on compatibility of Underground Storage Tanks (UST) and Aboveground Storage Tanks (AST) systems Compatibility with Biofuels. 4.2.7.The Contractor shall comply with all warranty requirements for repairs to manufacturer and name brand equipment. 4.2.8.The Contractor shall be able to provide repair and maintenance of automated card lock systems and Automatic Tank Gauge Systems that are associated components of the PSTS. 4,2.9.Work within this section includes removing water from the PSTS and if necessary, filtering, cleaning, and treating the fuel stored to prevent or remove microbial contamination, algae, water and sediment problems. 4.2.10. The Contractor must provide maintenance and repair of the tank, the dispenser, product lines, leak (detection/prevention) devices, replacement or repair of the dispenser. All replacement components will be new, free of defects, and Underwriters Laboratories (UL) listed. 4.2.11. The Contractor shall report any spill, confirmed or suspected leak discovered in the fuel system to the using Agency. In the case of spills over 25 gallons or spills that cannot be contained and cleaned up in a timely manner the Contractor must cease all work and immediately notify the using Agency contact and the Arizona Department of Environmental Quality contact. Notification shall be in writing. The using Agency will then be responsible for handling environmental site assessment and remediation of hazardous material or substances for any spills, as well as investigation, planning, and clean-up activities for underground and above ground petroleum storage tanks and/or delivery systems which may pose a liability to the State. 4.2.12. The Contractor shall properly dispose of all waste generated including Petroleum Contaminated Soil (PCS), solid waste, non-hazardous liquid waste, and hazardous waste. The Contractor shall be responsible for waste characterization and proper disposal of waste generated from install, maintenance and repair work, including, but not limited to Solicitation No: BPM006417 Available online at Page 5 of 47 https://app.az.gov, ADOT SCOPE OF WORK Procurement excess excavated material, non-salvageable equipment and materials, tanks, sand, liquids, fuel, sludge, clean water or cleaning solutions used in cleaning the tank. Waste material must be transported and disposed of using transporters and disposal facilities which possess all required federal, state and local licenses or permits for those substances. The Contractor shall submit manifests certifying destination, receipt, and disposal of demolition materials to the Agency upon agency request. 4.2.13. Any investigation, assessment and remediation costs will be the responsibility of the Contractor, if it is determined that the PSTS failure, spill and/or leak is due to negligence or fault on the part of the Contractor in performance under this contract. 4.2.14. As part of this contract, the Contractor will be requested to make modifications and upgrades to existing PSTS required to comply with State, County, local Municipalities and Federal requirements such as all current CFR Title 40, Fire Marshal, or other Regulatory Agency requirements. This would include but is not limited to the installation of new equipment required to meet those requirements. These modifications and upgrades will be upon request of the Agency. The Contractor shall supply the appropriate documentation for the parts and materials used upon invoicing and before payment will be made. 4.3. Installation and Repair 4.3.1.Underground Storage Tank Systems 4.3.1.1. Installation and repair of Underground Storage Tank Systems (UST) systems include but are not limited to the following: Fuel tanks, dispensers, pumps, automatic tank gauge (ATG) system, card lock systems, lighting, canopy, fuel island, asphalt and concrete repair, associated electrical work (including repair of all types of cathodic protection systems, grounding, and relevant components of the UST system). All work performed regarding UST systems shall comply with Federal and State, County and Municipal code requirements. 4.3.2.Aboveground Storage Tank Systems 4.3.2.1. Installation and repair of Aboveground Storage Tank Systems (AST) systems include but are not limited to the following: Fuel tanks, dispensers, pumps, automatic tank gauge (ATG) system, card lock systems, lighting, canopy, fuel island, asphalt and concrete repair, associated electrical work (including repair of all types of cathodic protection systems, grounding, and relevant components of the AST system). All work performed regarding AST systems shall comply with Federal and State, County and Municipal code requirements. 4.3.3.Diesel Exhaust Fluid (DEF) Storage Tank and Dispensing Systems 4.3.3.1. An Agency may request the installation of DEF systems on established fuel islands. The DEF system must tie into the existing card lock system. The Contractor Solicitation No: BPM006417 Available online at Page 6 of 47 https://app.az.gov, ADOT SCOPE OF WORK Procurement shall provide the specified DEF dispensing units, all necessary new components, and required labor to provide a fully functioning DEF system to include but are not limited to DEF tanks and DEF pumps. Installation and Repair work of the DEF systems shall be in accordance with Federal and State, County and municipal code requirements. 4.4, Repair Only 4.4.1.The Contractor must provide the following repair services in addition to those associated with the Maintenance or Installation of PSTS stated above including but not limited to the following: 4.4.1.1. PSTS General Service: which includes but is not limited to fiberglass, steel, flexible piping, fill lines, vent lines, electrical wiring and conduit, line leak detectors (ie. Red Jacket), submersible pumps, overfill and spill prevention devices, automatic tank gauging equipment, cathodic protection devices, dispensers, leak detecting sensors (i.e. Veeder Root) and equipment, Stage | Vapor Recovery Systems, necessary signage, and manways or grade access to tank openings. 4.4.1.2. Generator Systems: This relates to the fuel components of the generator system not including the actual maintenance and repair of the generator motors themselves. 4.4.1.3. Compressed Natural Gas Fueling Systems: The contractor must be able to provide general service of all components of a compressed natural gas fueling system, excluding the vehicle. Work includes the general service and repair of compressor, dispenser, storage units, card readers, and automatic gate openers, 4.5. Suspension of Contract Work 4.5.1.The Contractor must suspend operations if weather conditions are such that work Operations cannot be carried out in a safe and effective manner, or will pose an environmental hazard. If such suspension occurs, the Contractor must immediately notify the Eligible Agency. 4.5.2.An Eligible Agency may suspend work operations at any time, when in their judgment, present or impending weather conditions are such that the work cannot be carried out in a safe and effective manner. 4.5.3.An Eligible Agency must immediately suspend operations when work performance is observed in violation of safety rules, regulations or practices. 4.5.4.Violation of safety rules, regulations or practices may be considered grounds for termination of the contract. 4.6. Parts Solicitation No: BPM006417 Available online at Page 7 of 47 https://app.az.gov, ADOT SCOPE OF WORK Procurement 4.6.1.Copies of the actual invoices from the supply vendor or manufacturers must be attached to the contractor's billing documentation. The eligible agency will verify these prices before issuing payment to the vendor. Markup costs may not exceed 20% to the using agency. 5. Contractor's Responsibilities 5.1. 5.2. 5.3. 5.4. 5.5. 5.6. 5.7. 5.8. 5.9. The Contractor shall maintain employees with the required certifications, qualifications, and registrations that are required to work with, repair, testing, maintain and install tanks, dispensers, automated tank gauge systems and all components of PSTS. Experience is required with Card lock systems (fuel control system) and Multi-force Systems. The Contractor shall furnish all necessary labor, tools, equipment, and parts needed to perform the required services. The Contractor shall provide a response to an Eligible Agency inquiry within 48 hours (2 business days). The Contractor shall provide training to Eligible Agency personnel upon request regarding the use of any equipment and the handling of fuels or other materials contained by the systems. The Contractor's vehicles and mobile equipment must be clearly marked with the company name and/or logo or the workers on site should have proper company identification. Equipment, machinery, component or system failures that affect the safe operation of any equipment must be corrected, prior to the Equipment arriving at the jobsite. The Contractor shall inspect equipment for safety prior to each use. The Contractor shall possess a valid Arizona Department of Agriculture, Weights and Measures, Registered Service Agency (RSA) License and the Contractor’s Technician shall possess a valid Arizona Department of Agriculture, Weights and Measures, Registered Service Representative (RSR), License. The Technician shall possess a valid Installation and Retrofit Certification issued by the Arizona Department of Environmental Quality, (ADEQ). The Agency may require certification above regulatory requirements, such as a manufacturer's certification. The Contractor shall comply with A.A.C. R18-221 to 271 and ensure that when decommissioning a UST, a Technician or Supervisor possessing a valid ADEQ Decommissioning certification shall be onsite during the tank removal. The Contractor shall adhere to the requirements in Exhibit 5, Rules for Non-Employees of Arizona Department of Corrections (ADC) in Arizona State Prisons for requirements for locations at Arizona Department of Corrections. 6. Department’s Responsibilities Solicitation No: BPM006417 Available online at Page 8 of 47 https://app.az.gov, ADOT SCOPE OF WORK Procurement 6.1. The Eligible Agency shall have a project coordinator available when contractor is onsite to perform services. Solicitation No: BPM006417 Available online at Page 9 of 47 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS 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. 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. 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. 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. 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 Solicitation No: BPM006417 Available online at Page 10 of 47 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS 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: Department Location’s Name and Address Vendor Name, Remit to Address and Contact Information Contract Number Purchase Order Number Invoice Number and Date Date the items were shipped to the Department Contract Line Item Number Line Item Description or Item or Service Quantity Purchased Line Item Unit of Measure Price per Unit and Total per Unit Catalog or Other Discount (if applicable) Net Unit Price and Total per Unit (if applicable) Applicable taxes Applicable Shipping/Freight Charges Total Invoice Amount Due e Attached invoices of parts purchased to complete repairs ¢ Monthly Preventative Maintenance checklist (if applicable) 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. Solicitation No: BPM006417 Available online at Page 11 of 47 https://app.az.gov, a. ADOT SPECIAL TERMS AND CONDITIONS Procurement 7, ESTIMATED USAGE 10. 11. The Department anticipates considerable usage under this contract. The Department reserves the right to increase or decrease actual quantities ordered as circumstances may require. No guarantees are made concerning actual purchases under this contract. PRICE REDUCTION A price reduction adjustment may be offered at any time during the term of the contract and shall become effective upon notice through a written contract amendment. PRICE INCREASE The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State. 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. 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: If intended for the State, to: Solicitation No: BPM006417 Available online at Page 12 of 47 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement Arizona Department of Transportation, Procurement Group 1739 W. Jackson Street, MD 100P Phoenix, Arizona 85007-3276 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 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 The Contractor or any subcontractors are prohibited from having weapons in their possession or on their person within the building. Weapons shall be stored securely, consistent with A.R.S. § 13-3118, in the Contractor's or any subcontractor’s vehicle if there are no storage amenities available at the ADOT facility. This contract may be cancelled if 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 device, knife or blade of more than three inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property except in the manner stated above. Further, if the Contractor or any subcontractors or others in the employ or 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 Contractors work. Partial acceptance shall not relieve the Contractor's obligation to correct, without charge, any errors in the work performed under this contract. Solicitation No: BPM006417 Available online at Page 13 of 47 https://app.az.gov, ADOT SPECIAL TERMS AND CONDITIONS Procurement 14, ACCURACY OF WORK 15. 16 The Contractor shall be responsible for the accuracy of the work and shall promptly make all the necessary revisions or corrections resulting from errors and omissions on the part of the Contractor without additional compensation. Acceptance of the work by the Department shall not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities. 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 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 sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. INSURANCE 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 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. 16.2 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 Solicitation No: BPM006417 Available online at Page 14 of 47 https://app.az.gov,