National IPA/Omnia Partners Contract
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City of Mesa, AZ
Contract # 2018011-01
for
Information Technology Solutions and Services
with
CDW Government, LLC
Effective: March 1, 2018
The following documents comprise the executed contract between the City
of Meza, AZ and CDW Government, LLC., effective March 1, 2018:
I.
Executed Contract
II.
Mayor and Council Approval
III.
Supplier Response
IV.
Original RFP
OFFICE OF THE CITY CLERK
COUNCIL MINUTES
February 5, 2018
The City Council of the City of Mesa met in a Regular Council Meeting in the Council Chambers,
57 East 1st Street, on February 5, 2018 at 5:45 p.m.
COUNCIL PRESENT
COUNCIL ABSENT
OFFICERS PRESENT
John Giles
David Luna
Mark Freeman
Christopher Glover
Francisco Heredia
Kevin Thompson
Jeremy Whittaker
None
Christopher Brady
Dee Ann Mickelsen
Jim Smith
Mayor’s Welcome.
Invocation by Pastor Ben Diaz with Palabra de Vida (Word of Life).
Pledge of Allegiance was led by Councilmember Thompson.
Awards, Recognitions and Announcements.
There were no awards, recognitions or announcements.
1.
Take action on all consent agenda items.
All items listed with an asterisk (*) will be considered as a group by the City Council and will be
enacted with one motion. There will be no separate discussion of these items unless a
Councilmember or citizen requests, in which event the item will be removed from the consent
agenda and considered as a separate item. If a citizen wants an item removed from the consent
agenda, a blue card must be completed and given to the City Clerk prior to the Council’s vote on
the consent agenda.
It was moved by Councilmember Thompson, seconded by Councilmember Glover, that the
consent agenda items be approved.
Carried unanimously.
*2.
Approval of minutes from previous meetings as written.
Minutes from the January 8, 11, and 22, 2018 Council meetings.
Regular Council Meeting
February 5, 2018
Page 2
3.
Take action on the following liquor license applications:
*3-a.
It Ain’t Chemo
This is a one-day event to be held on Saturday, February 10, 2018 from 9:00 A.M. to
9:00 P.M. at Riverview Park, 2100 West Rio Salado Parkway. (District 1)
*3-b.
AMC Superstition East 12
A multi-screen cinema is requesting a new Series 6 Bar License for American Multi-
Cinema Inc., 1935 South Signal Butte Road - Andrea Dahlman Lewkowitz, agent. There
is no existing license at this location. (District 6)
*3-c.
ATL Wings
A restaurant that serves lunch and dinner is requesting a new Series 12 Restaurant
License for Stapley Wings LLC, 1455 South Stapley Drive, Suites 22-24 - Andrea
Dahlman Lewkowitz, agent. The existing license held by Mark Killian, sole proprietor, will
revert to the State. (District 4)
*3-d.
Elgin Distillery
This is a one-day craft distillery festival to be held on Saturday, March 3, 2018 from 9:00
A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2)
*3-e.
Village of Elgin Winery
This is a one-day wine festival event to be held on Saturday, March 3, 2018 from 9:00
A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2)
4.
Take action on the following off-track betting license application:
*4-a.
Turf Paradise, TP Racing LLLP
New Off-Track Betting License for Turf Paradise, TP Racing LLLP to telecast at Moose
& Bear, located at 118 East McKellips Road, Suite 103, TB Concepts LLC. Applicant:
Vincent Acri Francia. (District 1)
5.
Take action on the following contracts:
*5-a.
One-Year Renewal to the Term Contract for Executive Physicals for Citywide
Departments as requested by the Human Resources Department. (Citywide)
This contract provides annual physicals for the City’s executive staff as a means of
maintaining optimum health. There are approximately 65-70 positions eligible to
participate in this program.
The Human Resources Department and Purchasing recommend authorizing the renewal
contract with Banner Occupational Health Clinics, at $88,500, based on estimated
usage.
Regular Council Meeting
February 5, 2018
Page 3
*5-b.
One-Year Renewal to the Term Contract for Deceased Animal Collection Services for
the Community Services Department. (Citywide)
This contract provides a vendor to collect and dispose of deceased animals up to 150
pounds that are reported within the City. The contractor is responsible for the proper
disposal by cremation or other means in accordance with the standards and methods
approved by the Maricopa County Health Department.
The Community Services Department and Purchasing recommend authorizing the
renewal contract with APM/Couts Enterprises, Inc., dba Arizona Pet Mortuary, at
$54,000, based on estimated usage.
*5-c.
Purchase of One Replacement Fire Apparatus, an Air Light/Rehab Unit, for the Fire and
Medical Department (Sole Source). (Citywide)
The apparatus being replaced has met established replacement criteria and will be sold
by a sealed bid process or traded-in as part of the City's fire apparatus purchase
agreement with Pierce Manufacturing. In addition, Fire and Medical will trade-in two units
to further offset the price for the Air/Light Rehab unit.
The Fire and Medical Department and Purchasing recommend authorizing the purchase
using the City’s five-year purchase agreement with Pierce Manufacturing Inc., through
their designated local dealer, Hughes Fire Equipment Inc., at $502,264.75. This
purchase is funded by the Capital-General Fund and authorized 2013 Public Safety
Bonds.
*5-d.
Three-Year Term Contract for Landscape Maintenance Services for Parks, Retention
Basins and Sports Fields - Zones 1, 2, 3 and 4 for the Parks, Recreation and Community
Facilities Department (PRCF). (Citywide)
These contracts provide landscape maintenance services for sports fields, parkways,
medians, parks, retention basins or grounds adjacent to City facilities. The City has
divided the landscaping into geographic areas known as Zones 1, 2, 3 and 4. PRCF has
done an analysis to bring the work under this contract in-house and, at this time,
contracting continues to be in the best financial interest of the City.
The evaluation committee recommends awarding the contract to the highest-scored
proposal from Mariposa Landscape Arizona, Inc.; Zone 1, at $1,435,319.57 annually;
Zone 2, at $959,183.45 annually; Zone 3, at $974,364.20 annually; and Zone 4, at
$1,221,738.22 annually; based on estimated usage.
*5-e.
Three-Year Term Contract for Plumbing Services for the Parks, Recreation and
Community Facilities Department. (Citywide)
This contract will establish a list of pre-qualified plumbing contractors to perform
plumbing services on various City facilities/projects on an as-needed basis.
The evaluation committee recommends awarding the contract to the four, highest-scored
proposals from Mesa Energy Systems Inc.; RKS Plumbing and Mechanical Inc.; Sun
Mechanical Inc.; and W.D. Manor Mechanical Contractors, Inc.; cumulatively not to
exceed $100,000 annually, based on estimated usage.
Regular Council Meeting
February 5, 2018
Page 4
*5-f.
Purchase of Furniture for the Main Library as requested by the Library Services
Department. (Citywide)
This purchase will provide seating and tables for two new rooms at the Main Library,
Teen Room and ThinkSpot. The Library worked with several vendors utilizing
cooperative contracts specifying their needs and goals with this project.
The Library Services Department and Purchasing recommend authorizing the purchase
using the Northern Arizona University cooperative contract with Atmosphere Commercial
Interiors, at $50,876.25.
*5-g.
Five-Year Term Contract with CDW Government, LLC and SHI International Corp. for
Information Technology Solutions and Services for Various Departments throughout the
City. (Citywide)
This contract will provide the City and participating agencies a full range of information
technology solution products and services to meet varying requirements of governmental
agencies. The scope of products and services available under these contracts include
standard business and high-end workstations; laptop and notebook computers; network
equipment; computer and network products and peripherals; monitors; various cloud,
consulting, and technical support services; financing; various software products; and the
contractors' comprehensive product offering.
Mesa, as the lead agency, has partnered with the National Intergovernmental
Purchasing Alliance Company (National IPA) to lead this contract. The contract will be
available to over 45,000 public agencies nationally. While no minimum volume is
guaranteed to the suppliers, the estimated annual volume of IT Solutions purchased
under this master agreement is approximately $500 million per year. The City will
receive rebates annually for administering and awarding this contract.
A committee representing the Police, and Information Technology Departments, City
Manager’s Office, Police-Information Technology, National IPA and Purchasing
evaluated responses. The evaluation committee recommends awarding the contract to
the highest-scored proposals from CDW Government, LLC and SHI International Corp.,
at $3,100,000 annually, based on estimated usage.
*5-h.
One-Year Term Contract for Electrical and Lighting Supplies for the Materials and
Supply Warehouse (for Citywide Departments). (Citywide)
Multiple departments use this Citywide contract for their miscellaneous electrical
equipment and supplies.
The Business Services Department and Purchasing recommend authorizing the
purchase using the State of Arizona cooperative contract with Border States Industries,
Inc., at $100,000, based on estimated usage.
*5-i.
Re-Award the Three-Year Term Contract for Microfilm Conversion Services for the
Police Department. (Citywide)
This contract will provide services to convert Police Department data from microfilm to
digital media. Police, Records Division use microfilm that is becoming worn and
damaged. The previous vendor is unable to satisfactorily fulfill the contract requirements.
Regular Council Meeting
February 5, 2018
Page 5
The Police Department and Purchasing recommend re-awarding the contract to the
second highest scored proposal, ICM Conversions, at $400,000 annually, based on
estimated usage.
*5-j.
Purchase of Falcon District Brand Signage as requested by the Economic Development
Department. (Citywide)
Continuing to build awareness and to promote the Falcon Field Economic Activity Area,
this purchase for the Falcon District signage includes the installation of two branded
monument signs to be located on Greenfield and Higley Roads, south of the 202.
Additionally, the City will install utility and transit signal box wraps and will mount
branded banners promoting aerospace, technology, and manufacturing on light poles
around the airport.
The Economic Development Department and Purchasing recommend authorizing the
purchase using the City of Peoria cooperative contract with YESCO Phoenix, at
$146,670.49. This purchase is funded by Local Streets Sales Tax.
*5-k.
Purchase of Three Replacement Rollback Trailers for the Transportation Department.
(Citywide)
These trailers will replace three aging equipment trailers that are at the end of their
service life. The trailers will meet the needs and safety requirements for transporting the
large equipment required to perform street and right-of-way maintenance.
The Transportation Department and Purchasing recommend authorizing the purchase
using the National Joint Powers Alliance contract with Empire Southwest (a Mesa
business), at $176,764.77. This purchase is funded by Local Streets Sales Tax.
*5-l.
One-Year Renewal to the Term Contract for Radio-Based Endpoint Encoders (for Water
Meter Reading) for the Water Resources Department. (Citywide)
This contract provides Itron radio-based endpoint encoders and accessories purchased
directly from Itron, Inc., the manufacturer. The endpoint stores 40 days of hourly reads to
ensure data integrity and offers advanced customer side leak detection and reverse flow
and tamper alarms. Water Utility installs approximately 540 radio-based endpoint
encoders on new and existing meters annually.
The Water Resources Department and Purchasing recommend authorizing the renewal
with Itron, Inc., at $100,000, based on estimated usage.
*5-m.
Purchase of Water Treatment Plant Shop Tools and Equipment for the New Signal Butte
Water Treatment Plant as requested by the Water Resources Department. (Citywide)
This purchase is for tools and equipment needed for the start-up and maintenance in the
various shops at the new Signal Butte Water Treatment Plant.
The Water Resources Department and Purchasing recommend awarding the contract to
the lowest, responsive and responsible bidders: Copper State Bolt & Nut Co. (a Mesa
business); Glendale Industrial Supply, LLC, dba UNICOA Construction and Industrial
Supply; Mallory Safety & Supply LLC; and W.W. Grainger, Inc.; cumulatively not to
exceed $153,000, based on estimated usage.
Regular Council Meeting
February 5, 2018
Page 6
*5-n.
One-Year Renewal to the Term Contract for Fire Hydrant Water Meters for the Water
Resources Department. (Citywide)
This contract provides 3” fire hydrant water meters to accurately measure construction
water use of fire hydrants. The meters are installed by Water Utility staff to serve
contractors and other customers needing to connect to City fire hydrants for temporary
construction water service and dust control purposes.
The Water Resources Department and Purchasing recommend authorizing the renewal
with Badger Meter Inc., dba National Meter Automation, at $35,000, based on estimated
usage.
*5-o.
Greenfield Water Reclamation Plant (GWRP), Phase III Expansion Guaranteed
Maximum Price (GMP) No. 2. (Citywide)
The City of Mesa, Town of Gilbert, and Town of Queen Creek seek to provide an
additional 14 million gallons per day annual average day flow of liquids and solids
treatment capacity at the existing GWRP, complete with the required infrastructure,
technology, and environmental features to ensure a reliable, efficient, and expanded
plant to meet the current and future demands.
Staff recommends awarding the contract for the completion of this project to McCarthy
Building Companies in the amount of $120,302,333 and authorize a change order
allowance $6,015,117 (5%) for a total project amount of $126,317,450. This project is
funded by the Greenfield Water Reclamation Plant Joint Venture Fund, with
contributions coming from its members based on usage. Mesa’s portion of this GMP is
$72,229,521 and is funded by 2014 authorized Wastewater Bonds.
*5-p.
Sewer Pipe and Manhole Rehabilitation: Mesa Drive, Millet Avenue, Horne, and 6th
Avenue. (District 4)
The existing sanitary sewer lines covered by this project were built during the 1950’s and
1960’s. The age of these pipes greatly increases their risk of failure and emergency
repairs. This method of construction can be completed while leaving the pipe in place
and without excavation. Similarly, the sewer manholes will be cleaned, repaired, and
coated in place. Only the concrete adjustment rings will be removed and replaced.
Staff recommends awarding the contract for this project to the lowest, responsible
bidder, B and F Contracting, Inc, in the amount of $1,394,294.67, and authorize a
change order allowance in the amount of $139,430 (10%), for a total amount of
$1,533,724.67. Funding for this project is available from the 2014 Wastewater Bond
Program.
*5-q.
Sidewalks at Railroad Crossing on Alma School. (Districts 3 and 4)
To continue to meet current railroad approach and clearance standards at the Alma
School Road railroad crossing, additional safety improvements will need to be made.
The project improvements for roadway and sidewalk approach at this location will
facilitate greater public safety and needed clearances from railroad signals along with a
smoother roadway crossing of the Union Pacific Railroad track. Mesa will participate in
the federally-funded Railway-Highway Grade Crossing Program, and will be responsible
Regular Council Meeting
February 5, 2018
Page 7
for adjusting the existing concrete sidewalks around the proposed cantilevers and gates,
and installing concrete medians.
This project was previously awarded by Council on July 10, 2017, however, the
previously selected contractor could not comply with the federal requirements and the
project was released for bid a second time.
Staff recommends awarding the contract to the lowest, responsible bidder, AJP Electric,
in the amount of $149,494, plus an additional $14,949 (10%) as a change order
allowance, for a total amount of $164,443. Funding is available from the Local Streets
Sales Tax, of which 94.3% will be reimbursed by Arizona Department of Transportation
(Federal) Grant under the Railway-Highway Grade Crossing.
6.
Take action on the following resolutions:
*6-a.
Approving and authorizing the City Manager to submit the Second Substantial
Amendment to the Fiscal Year 2017/2018 Annual Action Plan to the U.S. Department of
Housing and Urban Development related to the allocation of funding obtained under the
Community Development Block Grant (CDBG) program. This Amendment will allow for
reallocation of $600,000 in CDBG funds from the Senior Center Renovation Project (247
North Macdonald) to the Eagles Park Project (828 East Broadway Road). (District 4) –
Resolution No. 11088.
*6-b.
Approving and authorizing the City Manager to enter into a Grant Agreement with the
Arizona Department of Public Safety to accept $1,335,284 in Victims of Crime Act
(VOCA) grant funds. The finding will be used for salaries and expenses for the Mesa
Prosecutors Office, Victim Services Unit for a three-year period. (Citywide) – Resolution
No. 11089.
*6-c.
Approving and authorizing the City Manager to enter into a Lease Agreement with New
Cingular Wireless PCS for a cellular site on a portion of 5950 East Virginia Street, also
known as Mesa Fire Station 214. (District 5) – Resolution No. 11090.
*6-d.
Approving and authorizing the City Manager to enter into a Development Agreement for
City-Share Reimbursement with PPGN-Ray, LLLP, for the reimbursement of $100,568
for regional street and street lighting improvements that are being required by the City in
conjunction with a proposed residential development known as Crismon Road at PPGN,
located at 5461 South Ellsworth Road. (District 6) – Resolution No. 11091.
*6-e.
Approving and authorizing the City Manager to enter into an Intergovernmental
Agreement with the Maricopa County, Department of Transportation for the pavement
rehabilitation of Adobe Road from Higley Road to Recker Road. The City will contribute
an estimated $54,417 for the portion of the project that is within City boundaries that will
be funded from the 2013 Streets Bond Program. (District 5) – Resolution No. 11092.
*6-f.
Approving and authorizing the City Manager to enter into First Amendments to the
Development Agreement, Ground and Air Lease, and License Agreement with 3W
Management, LLC, to facilitate the development of, and job creation and retention at, the
City-owned property generally located at the southwest corner of Main Street and South
Pomeroy and 34 South Pomeroy, which is the development commonly known as The
GRID. (District 4) – Resolution No. 11093.
Regular Council Meeting
February 5, 2018
Page 8
7.
Introduction of the following ordinance and setting February 26, 2018 as the date of the public
hearing on this ordinance:
*7-a.
ZON17-00323 (District 5) The 8800 to 8900 blocks of East Main Street (south side).
Located west of Red Mountain Freeway on the south side of Main Street (16.4± acres).
Rezoning from RS-43 and GC to GC-PAD; and Site Plan Review. This request will allow
for the development of an RV dealership and storage facility. Jeff Welker, Welker
Development Resources, applicant; Roger D. Overson, owner.
Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 6-0)
8.
Discuss, receive public comment, and take action on the following ordinances:
*8-a.
ZON17-00309 (District 2) The 5200 block of East Inverness Avenue (south side).
Located east of Higley Road south of the US60 Freeway (1.9 ± acres). Rezoning from
RM-3-PAD to LC; and Site Plan Review. This request will allow for the development of a
commercial building. John Schoenauer, HD Management, applicant; Sevilla, LLC,
owner. – Ordinance No. 5419.
Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0)
*8-b.
ZON17-00283 (District 6) The 7100 to 7300 blocks of East Ray Road (north side).
Located east of Power Road on the north side of Ray Road (56.0± acres). Rezone from
LI-AF to LI-AF-PAD. This request will allow for the development of an industrial
subdivision. Omar Cervantes, XCL Engineering, LLC, applicant; Phx-Mesa Gateway
Airport 193, LLC, owner. – Ordinance No. 5420.
Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0)
*8-c. ZON17-00432 (District 3) The 800 and 900 blocks of West Southern Avenue (south
side), the 1200 and 1300 blocks of South Extension Road (west side), and the 800 and
900 blocks of West Grove Avenue (north side). Located at the southwest corner of
Southern Avenue and Extension Road (19.3 ± acres). PAD Amendment; Site Plan
Modification. This request will allow the development of a new multiple-residence
building in an existing multiple-residence complex. Reese Anderson, Pew and Lake,
PLC, applicant; Edward B. Frankel, Trustee of the Frankel Family Trust, owner. –
Ordinance No. 5421.
Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0)
9.
Take action on the following subdivision plat:
*9-a.
"Allred Ranch" (District 2) The 2900 to 3100 blocks of East Southern Avenue (north
side), and the 900 to 1200 blocks of South Los Alamos (west side). Located east of
Regular Council Meeting
February 5, 2018
Page9
Lindsay Road on the north side of Southern Avenue. 108 RSL-4.5 PAD lots (25± acres).
KB Home Phoenix, Inc., developer; Dan Auxier, EPS Group, engineer.
Items not on the Consent Agenda
10.
Items from citizens present.
There were no items from citizens present.
11.
Adjournment.
Without objection, the Regular Council Meeting adjourned at 5:57 p.m.
ATTEST:
DEE ANN MICKELSEN, CITY CLERK
~
~AYOR
I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular
Council
Meeting
of
the
City
Council
of
Mesa,
Arizona,
held
on
the
5th
day
of
February, 2018. I further certify that the meeting was duly called and held and that a quorum was
present.
DEE ANN MICKELSEN, CITY CLERK
js
Page 1 of 32
AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT NUMBER 2018011
INFORMATION TECHNOLOGY SOLUTIONS & SERVICES
CITY OF MESA, Arizona (“City”)
Department Name
City of Mesa – Purchasing Division
Mailing Address
P.O. Box 1466
Mesa, AZ 85211-1466
Delivery Address
20 East Main St, Suite 400
Mesa, AZ 85201
Attention
Sharon Brause, CPPO, CPPB, CPCP
Senior Procurement Officer
E-Mail
Sharon.Brause@MesaAZ.gov
Phone
(480) 644-2815
Fax
(480) 644-2655
AND
CDW GOVERNMENT LLC, (“Contractor”)
Mailing Address
230 N. Milwaukee Ave
Vernon Hills, IL 60061-9740
Remit Address
75 Remittance Dr, Suite #1515
Chicago, IL 60675-1515
Attention
Jumana Dihu, Program Manager
E-Mail
jumdihu@cdwg.com
Phone
(312) 547-2495
Fax
(312) 705-9437
Website
www.cdwg.com
Page 2 of 32
CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION
This Agreement pursuant to solicitation (“Agreement”) is entered into this 28th day of February, 2018, by
and between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and CDW
GOVERNMENT LLC, an Illinois limited liability company (“Contractor”). The City and Contractor are each
a “Party” to the Agreement or together are “Parties” to the Agreement.
RECITALS
A.
The City issued solicitation number 2018011 (“Solicitation”) for INFORMATION TECHNOLOGY
SOLUTIONS & SERVICES, to which Contractor provided a response (“Response”); and
B.
The City Selected Contractor’s Response as being in the best interest of the City and wishes to
engage Contractor in providing the services/materials described in the Solicitation and Response.
In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good
consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the
following Terms & Conditions.
TERMS & CONDITIONS
1.
Term. This Agreement is for a term beginning on March 1, 2018 and ending on February 28, 2023.
The use of the word “Term” in the Agreement includes the aforementioned period as well as any
applicable extensions or renewals in accordance with this Section 1.
1.1
Renewals. On the mutual written agreement of the Parties, the Term may be renewed up
to a maximum of two (2), one (1) year periods. Any renewal(s) will be a continuation of
the same terms and conditions as in effect immediately prior to the expiration of the then-
current term.
1.2
Extension for Procurement Processes. Upon the expiration of the Term of this
Agreement, including any renewals permitted herein, at the City’s sole discretion this
Agreement may be extended on a month-to-month basis for a maximum of six (6) months
to allow for the City’s procurement processes in the selection of a Contractor to provide the
services/materials provided under this Agreement. The City will notify the Contractor in
writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the
expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of
the same terms and conditions as in effect immediately prior to the expiration of the then-
current term.
1.3
Delivery. Delivery shall be made to the location(s) contained in the Scope of Work within
thirty (30) days after receipt of an order. Title to Products and risk of loss or damage during
shipment pass from Contractor to City upon delivery to the destination specified on the
applicable purchase order (F.O.B. Destination, freight prepaid and allowed). Contractor
agrees to deliver all products to be delivered F.O.B. destination, freight pre-paid and
allowed to various locations throughout the City. In many cases within the City, the
Contractor may be asked to deliver all products to the front counter within a given
department. For special orders, the Parties agree to negotiate in good faith an alternative
delivery date when necessary. Notwithstanding the foregoing, title to software will remain
with the applicable licensor(s), and the City's rights therein are contained in the license
agreement between such licensor(s) and the City.
2.
Scope of Work. The Contractor will provide the necessary staff, services and associated
resources to provide the City with the services, materials, and obligations attached to this
Agreement as Exhibit A (“Scope of Work”) Contractor will be responsible for all costs and expenses
incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise
Page 3 of 32
stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform
the Scope of Work. If set forth in Exhibit A, the City will provide Contractor’s personnel with
adequate workspace and such other related facilities as may be required by Contractor to carry out
the Scope of Work.
The Agreement is based on the Solicitation and Response which are hereby incorporated by
reference into the Agreement as if written out and included herein. In addition to the requirements
specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Parties shall
perform in accordance with all terms, conditions, specifications and other requirements set forth
within the Solicitation and Response unless modified herein.
3.
Orders. Orders must be placed with the Contractor by either a: (i) Purchase Order when for a one-
time purchase; (ii) procurement card; (iii) Delivery Order or Blanket Purchase Order for a
requirements contract where multiple as-needed orders will be placed with the Contractor; (iv)
Executed Statement of Work (SOW); or (v) Executed Cloud Service Order (CSO) Form. The City
may use the Internet to communicate with Contractor and to place orders as permitted under this
Agreement. Unless explicitly stated in a separate writing executed by the Parties, the terms and
conditions on any order form, quote, or similar document provided by Contractor to the City will not
take precedence over the language set forth in this Agreement or any of the documents outlined in
Section 4 below.
4.
Document Order of Precedence. In the event of any inconsistency between the terms of the
body of the Agreement, Exhibits, Solicitation, and Response, the language of the documents will
control in the following order.
a.
Amendments to the Agreement
b.
Agreement
c.
Exhibits
1.
Mesa Standard Terms & Conditions (Exhibit C)
2.
Pricing (Exhibit B)
3.
Scope of Work (Exhibit A)
4.
Other Exhibits not listed above
d.
Solicitation including any addenda
e.
Contractor’s Response
5.
Payment. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s)
described in Exhibit B (“Pricing”) in consideration of Contractor’s performance of the Scope of
Work during the Term.
6.
Pricing. Contractor’s pricing shall be in the format of a minimum percentage discount off a
verifiable price index. Contractor may submit discounts for various manufacturers. At the time of
purchase, Contractor may offer deeper discounts beyond the discounted price list, based on
volume or other factors, as applicable. Minimum discounts will remain firm during the entirety of the
Term of the Agreement, unless the Contractor requests to increase its discount percentage, and
Pricing will include all charges that may be incurred in fulfilling requirement(s). In addition to
decreasing prices for the balance of the Term due to a change in market conditions, a Contractor
may conduct sales promotions involving price reductions for a specified lesser period. In the event
a product is discontinued, Contractor will provide a product of the same or greater functionality,
utilizing the discount structure.
It is the Contractor’s responsibility to provide the City with an up-to-date price list for the duration
of the Agreement.
6.1
Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of
the Term except where otherwise provided in this Agreement, and will include all costs of
the Contractor providing the materials/service including transportation, insurance and
Page 4 of 32
warranty costs. No fuel surcharges will be accepted unless allowed in this Agreement.
The City shall not be invoiced at prices higher than those stated in the Agreement.
No price modifications will be accepted without proper request by the Contractor and
response by the City’s Purchasing Division.
6.2
Price Adjustment. Any requests for reasonable price adjustments must be submitted in
accordance with this Section. Requests for adjustment in cost of labor and/or materials
must be supported by appropriate documentation. There is no guarantee the City will
accept a price adjustment; therefore, Contractor should be prepared for the Pricing to be
firm over the Term of the Agreement. The City is only willing to entertain price adjustments
based on an increase to Contractor’s actual expenses or other reasonable adjustment in
providing the services/materials under the Agreement. If the City agrees to the adjusted
price terms, the City shall issue written approval of the change.
During the sixty (60) day period prior to the expiration of the then-current term date of the
Agreement, the Contractor may submit a written request to the City to allow an increase to
the prices in an amount not to exceed the twelve (12) month change in the Consumer
Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not
Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor
Statistics (http://www.bls.gov/cpi/home.htm). The City shall review the request for
adjustment and respond in writing; such response and approval shall not be unreasonably
withheld.
6.3
Renewal and Extension Pricing. Any extension of the Agreement will be at the same
pricing as the initial term. If the Agreement is renewed in accordance with Section 1, pricing
may be adjusted for amounts other than inflation that represent actual costs to the
Contractor based on the mutual agreement of the Parties. Contractor may submit a
request for a price adjustment along with appropriate supporting documentation
demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the
renewal period and may be adjusted thereafter as outlined in the Subsection 6.2. There is
no guarantee the City will accept a price adjustment.
6.4
Invoices. Payment will be made to Contractor following the City’s receipt of a properly
completed invoice. Any issues regarding billing or invoicing must be directed to the City
Department/Division requesting the service or material from the Contractor. A properly
completed invoice should contain, at a minimum, all of the following:
a.
Contractor name, address, and contact information;
b.
City billing information;
c.
City contract number as listed on the first page of the Agreement;
d.
Invoice number and date;
e.
Payment terms;
f.
Date of service or delivery;
g.
Description of materials or services provided;
h.
If materials provided, the quantity delivered and pricing of each unit;
i.
Applicable taxes; and
j.
Total amount due.
6.5
Payment of Funds. Contractor acknowledges the City may, at its option and where
available use a Procurement Card/e-Payables to make payment for orders under the
Agreement; otherwise, payment will be through a traditional method of a check or
Electronic Funds Transfer (EFT) as available.
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6.6
Disallowed Costs, Overpayment. If at any time the City determines that a cost for which
payment was made to Contractor is a disallowed cost, such as an overpayment or a charge
for materials/service not in accordance with the Agreement, the City will notify Contractor
in writing of the disallowance; such notice will state the means of correction which may be,
but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the
amount of the disallowance or to require repayment of the disallowed amount by
Contractor. Contractor will be provided with the opportunity to respond to the notice.
7.
Insurance.
7.1
Contractor must obtain and maintain at its expense throughout the Term of the Agreement,
at a minimum, the types and amounts of insurance set forth in this Section 7 from insurance
companies authorized to do business in the State of Arizona; the insurance must cover the
materials/service to be provided by Contractor under the Agreement. For any insurance
required under the Agreement, Contractor will name the City of Mesa, its agents,
representatives, officials, volunteers, officers, elected officials, and employees as
additional insured, as evidenced by providing either an additional insured endorsement or
proper insurance policy excerpts.
7.2
Nothing in this Section 7 limits Contractor’s responsibility to the City. The insurance
requirements herein are minimum requirements for the Agreement and in no way limit any
indemnity promise(s) contained in the Agreement.
7.3
The City does not warrant the minimum limits contained herein are sufficient to protect
Contractor and subcontractor(s) from liabilities that might arise out of performance under
the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s).
Contractor is encouraged to purchase additional insurance as Contractor determines may
be necessary.
7.4
Each insurance policy required under the Agreement must be in effect at or prior to the
execution of the Agreement and remain in effect for the Term of the Agreement.
7.5
Prior to the execution of the Agreement, Contractor will provide the City with a Certificate
of Insurance (using an appropriate “ACORD” or equivalent certificate) signed by the issuer
with applicable endorsements. The City reserves the right to request additional copies of
any or all of the policies, endorsements, or notices relating thereto required under the
Agreement.
7.6
When the City requires a Certificate of Insurance to be furnished, Contractor's insurance
is primary of all other sources available. When the City is a certificate holder and/or an
additional insured, Contractor agrees no policy will expire, be canceled, or be materially
changed to affect the coverage available without advance written notice to the City.
7.7
The policies required by the Agreement must contain a waiver of transfer rights of recovery
(waiver of subrogation) against the City, its agents, representatives, officials, volunteers,
officers, elected officials, and employees for any claims arising out of the work of
Contractor.
7.8
All insurance certificates and applicable endorsements are subject to review and approval
by the City's Risk Management Division.
7.9
Types and Amounts of Insurance. Contractor must obtain and retain throughout the
term of the Agreement, at a minimum, the following:
7.9.1
Worker’s compensation insurance in accordance with the provisions of Arizona
law. If Contractor operates with no employees, Contractor must provide the City
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with written proof Contractor has no employees. If employees are hired during the
course of this Agreement, Contractor must procure worker’s compensations in
accordance with Arizona law.
7.9.2
The Contractor shall maintain at all times during the term of this contract, a
minimum amount of $1 million per occurrence/$2 million aggregate Commercial
General Liability insurance, including Contractual Liability. For Commercial
General Liability insurance, the City of Mesa, their agents, officials, volunteers,
officers, elected officials or employees shall be named as additional insured, as
evidenced by providing an additional insured endorsement.
7.9.3
Automobile liability, bodily injury and property damage with a limit of $1 million per
occurrence including owned, hired and non-owned autos.
8.
Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements
contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).
Orders will only be placed when the City identifies a need and issues a purchase order or a written
notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed
within three (3) business days of issuance; any such cancellation will be in writing. Should a
purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any
actual and documented costs incurred by Contractor. The City will not reimburse Contractor for
any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits,
shipment of materials, or performance of services. The City reserves the right to purchase
contracted items through other sources if determined in the best interests of the City to do so.
9.
Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor at
the address listed on Page 1 of this Agreement. Notice will be delivered pursuant to the
requirements set forth the Mesa Standard Terms and Conditions that are attached to the
Agreement as Exhibit C.
10.
Representations of Contractor. To the best of Contractor’s knowledge, Contractor agrees that:
a.
Contractor has no obligations, legal or otherwise, inconsistent with the terms of the
Agreement or with Contractor’s undertaking of the relationship with the City;
b.
Performance of the services called for by the Agreement do not and will not violate any
applicable law, rule, regulation, or any proprietary or other right of any third party;
c.
Contractor will not use in the performance of Contractor’s responsibilities under the
Agreement any proprietary information or trade secret of a former employer of its
employees (other than City, if applicable); and
d.
Contractor has not entered into and will not enter into any agreement, whether oral or
written, in conflict with the Agreement.
11.
Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms
and Conditions as modified by the Parties, which are incorporated by reference into the Agreement
as though fully set forth herein. In the event of any inconsistency between the terms of the
Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will
control. The Parties or a Party are referred to as a “party” or “parties” in the Mesa Standard Terms
and Conditions. The Term is referred to as the “term” in the Mesa Standard Terms and Conditions.
12.
Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two
(2) or more counterparts, each of which will be deemed an original and all of which, taken together,
will constitute one agreement. A facsimile or other electronically delivered signature to the