HomeMy WebLinkAboutC2020-011 - Continental Flooring Company Contract No.2020-011
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
CONTINENTAL FLOORING COMPANY
THIS COOPERATIVE PURCHASING AGREEMENT(this"Agreement")is entered into
as of December 17,2019, between the Town of Fountain Hills, an Arizona municipal corporation
(the"Town"), and Continental Flooring Company, an Arizona corporation (the"Contractor").
RECITALS
A. After a competitive procurement process,the State of Arizona(the"State")entered
into Contract No. CTR043427, dated April 1, 2019 (the "State Contract"), for the Contractor to
provide labor, equipment, and materials necessary to install carpet and flooring materials.A copy
of the State Contract is attached hereto as Exhibit A and incorporated herein by reference, to the
extent not inconsistent with this Agreement.
B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make
purchases under the State Contract, at its discretion and with the agreement of the awarded
Contractor, and the State Contract permits its cooperative use by other public entities, including
the Town.
C. The Town and the Contractor desire to enter into this Agreement for the purpose of
(i) acknowledging their cooperative contractual relationship under the State Contract and this
Agreement, (ii) establishing the terms and conditions by which the Contractor may provide labor,
equipment, and materials necessary to install carpet and flooring materials (the "Materials and
Services") and (iii) setting the maximum aggregate amount to be expended pursuant to this
Agreement related to the Materials and Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which.
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Contractor hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set forth
above and shall remain in full force and effect until March 31, 2020 (the "Initial Term"), unless
terminated as otherwise provided in this Agreement or the State Contract. After the expiration of
the Initial Term, this Agreement may be renewed for up to one successive one-year term (the
"Renewal Term") if: (i) it is deemed in the best interests of the Town, subject to availability and
appropriation of funds for renewal in each subsequent year, (ii)the term of the State Contract has
not expired or has been extended, (iii) at least 30 days prior to the end of the then-current term of
this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional
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one-year term and (iv) the Town approves the additional one-year term in writing (including any
price adjustments approved as part of the State Contract), as evidenced by the Town Manager's
signature thereon, which approval may be withheld by the Town for any reason. The Contractor's
failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of
the then-current term of this Agreement; provided, however, that the Town may, at its discretion
and with the agreement of the Contractor, elect to waive this requirement and renew this
Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the
"Term."Upon renewal, the terms and conditions of this Agreement shall remain in full force and
effect.
2. Scope of Work. Contractor shall provide to the Town the Services under the terms
and conditions of the State Contract and according to the specifications set forth in the Contractor's
Proposal attached hereto as Exhibit B and incorporated herein by reference.
2.1 Inspection; Acceptance. All Materials and Services are subject to final
inspection and acceptance by the Town. Materials failing to conform to the requirements of this
Agreement and/or the State Contract will be held at Contractor's risk and may be returned to the
Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non-
conforming Materials or Services, the Town may elect to do any or all of the following by written
notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii)
bring Materials or Services into compliance and withhold the cost of same from any payments due
to the Contractor.
2.2 Cancellation. The Town reserves the right to cancel any work order within
a reasonable time after issuance. Should a work order be canceled, the Town agrees to reimburse
the Contractor, but only for actual and documentable costs incurred by the Contractor due to and
after issuance of the work order. The Town will not reimburse the Contractor for any costs incurred
after receipt of the Town notice of cancellation, or for lost profits, shipment of product prior to
issuance of a work order or for anything not expressly permitted pursuant to this Agreement.
3. Compensation. The Town shall pay Contractor an amount not to exceed
$127,789.80 for the Materials and Services at the rates set forth in the State Contract and as more
particularly set forth in Exhibit B. The aggregate not-to-exceed amount, inclusive of all Renewal
Terms, shall not exceed $370,000.00.
4. Payments. The Town shall pay the Contractor monthly,based upon acceptance and
delivery of Materials and/or Services performed and completed to date, and upon submission and
approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the State
Contract and (ii) document and itemize all work completed to date. The invoice statement shall
include a record of materials delivered, time expended, and work performed in sufficient detail to
justify payment. Additionally, invoices submitted without referencing this Agreement and the
State Contract will be subject to rejection and may be returned.
5. Records and Audit Rights. To ensure that the Contractor and its subcontractors are
complying with the warranty under Section 6 below, Contractor's and its subcontractors' books,
records, correspondence, accounting procedures and practices, and any other supporting evidence
relating to this Agreement, including the papers of any Contractor and its subcontractors'
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employees who perform any work or services pursuant to this Agreement (all of the foregoing
hereinafter referred to as "Records"), shall be open to inspection and subject to audit and/or
reproduction during normal working hours by the Town, to the extent necessary to adequately
permit evaluation of the Contractor's and its subcontractors' compliance with the Arizona
employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to
audit Records as set forth in this Section,Contractor and its subcontractors hereby waive any rights
to keep such Records confidential. For the purpose of evaluating or verifying such actual or
claimed costs or units expended, the Town shall have access to said Records, even if located at its
subcontractors' facilities, from the effective date of this Agreement for the duration of the work
and until three years after the date of final payment by the Town to Contractor pursuant to this
Agreement. Contractor and its subcontractors shall provide the Town with adequate and
appropriate workspace so that the Town can conduct audits in compliance with the provisions of
this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of
intended audits. Contractor shall require its subcontractors to comply with the provisions of this
Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
6. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-
4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws
and regulations that relate to their employees and their compliance with the E-verify requirements
under ARIZ. REV. STAT. § 23-214(A). Contractor's or its subcontractors' failure to comply with
such warranty shall be deemed a material breach of this Agreement and may result in the
termination of this Agreement by the Town.
7. Israel. Contractor certifies that it is not currently engaged in and agrees for the
duration of this Agreement that it will not engage in a "boycott," as that term is defined in ARIZ.
REV. STAT. § 35-393, of Israel.
8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to
ARIZ.REV.STAT. §38-511.
9. Applicable Law;Venue. This Agreement shall be governed by the laws of the State
of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa
County,Arizona.
10. Agreement Subject to Appropriation. The Town is obligated only to pay its
obligations set forth in this Agreement as may lawfully be made from funds appropriated and
budgeted for that purpose during the Town's then current fiscal year. The Town's obligations
under this Agreement are current expenses subject to the "budget law" and the unfettered
legislative discretion of the Town concerning budgeted purposes and appropriation of funds.
Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this
Agreement shall be deemed terminated at the end of the then-current fiscal year term for which
such funds were appropriated and budgeted for such purpose and the Town shall be relieved of
any subsequent obligation under this Agreement.The parties agree that the Town has no obligation
or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in
this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement
is executed and delivered. The Town shall be the sole judge and authority in determining the
availability of funds for its obligations under this Agreement. The Town shall keep Contractor
informed as to the availability of funds for this Agreement. The obligation of the Town to make
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any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town.
Contractor hereby waives any and all rights to bring any claim against the Town from or relating
in any way to the Town's termination of this Agreement pursuant to this section.
11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among
the terms of this Agreement, the State Contract, the Proposal, and invoices, the documents shall
govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2
above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of
this Agreement or the State Contract(collectively, the"Unauthorized Conditions"), other than the
Town's project-specific requirements, are expressly declared void and shall be of no force and
effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized
Conditions or failure to demand full compliance with the terms and conditions set forth in this
Agreement or under the State Contract shall not alter such terms and conditions or relieve
Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the
performance of this Agreement.
12. Rights and Privileges. To the extent provided under the State Contract, the Town
shall be afforded all of the rights and privileges afforded to the State and shall be the "State"(as
defined in the State Contract) for the purposes of the portions of the State Contract that are
incorporated herein by reference.
13. Indemnification; Insurance. In addition to and in no way limiting the provisions set
forth in Section 12 above, the Town shall be afforded all of the insurance coverage and
indemnifications afforded to the State to the extent provided under the State Contract, and such
insurance coverage and indemnifications shall inure and apply with equal effect to the Town under
this Agreement including, but not limited to, the Contractor's obligation to provide the
indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold
harmless the Town and each council member, officer, employee or agent thereof(the Town and
any such person being herein called an "Indemnified Party"), for, from and against any and all
losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable
attorneys' fees,court costs and the costs of appellate proceedings)to which any such Indemnified
Party may become subject, under any theory of liability whatsoever ("Claims"), insofar as such
Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the
negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work
or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the
performance of this Agreement.
14. Notices and Requests.Any notice or other communication required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have been duly given if
(i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail,registered
or certified, return receipt requested, to the address set forth below or (iii) given to a recognized
and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 E. Avenue of the Fountains
Fountain Hills,Arizona 85268
Attn: Grady E. Miller, Town Manager
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With copy to: Pierce Coleman PLLC
4711 E. Falcon Dr., Ste. 111
Mesa,Arizona 85215
Attn: Aaron D. Arnson, Town Attorney
If to Contractor: Continental Flooring Company
9319 North 94th Way, Suite 1000
Scottsdale, Arizona 85258
Attn; Christopher Coleman
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received: (i) when delivered to the party, (ii) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (iii) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party's counsel or other recipient, the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party, and not its counsel or other recipient to which a copy of the
notice may be sent, is deemed to have received the notice.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
"Town"
TOWN OF FOUNTAIN HILLS,
an Arizona Municipal Corporation
t2.I G239
Grady E. Mil r, wn Manager
ATTEST:
lizabe Burke,Town Clerk-16c1
(
APPROVED AS TO FORM:
) ..
'V ----)
Ti "------ ---)
aron D:A r son, Town Attorney
(ACKNOWLEDGEMENT)
1
STATE OF ARIZONA )
I ) ss.
COUNTY OF MARICOPA )
On bc flyn low J i ,2019,before me personally appeared Grady E.Miller,the Town
Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity
was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and
acknowledged that he signed the above document, on behalf of the Town of Fountain Hills.
JAMIE SALENTINE —
" 4 0 ,U2 a-Q-Qii-
Notatraibmtriwona
Noh ry Public
Commission*550103
Expires July 11,2022
--.
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
6
I
"Contractor"
CONTINENT FLOORING CO ANY,
an.Arizona oration
By:
Name: Q-A-4 t.s-k-cnp VICICLAM
Its: pq e,
(ACKNOWLEDGEMENT)
STATE OF it )
) ss.
COUNTY OF livkc" )
On 2—' Ca' , 2019, before me personally appeared Ckri's Co Le—~-0—r% , the
Lo; of CONTINENTAL FLOORING COMPANY, an Arizona corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he or she claims
to be, and acknowledged that he or she signed the above document, on behalf of the corporation.
o ary P lc
(Affix notary seal here)
TRACY JOHN-SON
71, 4, Notary Public,State of Arizona
4 Maricops County
Commission#571162
My Commission Expires
, 4,-r 75. 2023
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E:KHIBIT A
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
CONTINENTAL FLOORING COMPANY
[State Contract]
See following pages.
4
EXHIBIT B
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
CONTINENTAL FLOORING COMPANY
[Contractor's Proposal]
See following pages.
4853-0792-1819,v. 1
9319 N.94tb Way•Suite 1000•Scottsdale,AZ 85258
CONTINENTAL Phone(480)949-8509•Toll Free(800)825-1221
FAX(480)945-2603
FLOORING COMPANY Website www.continentalflooring.com
September 4,2019
Town of Fountain Hills
Raymond Rees
16705 E Avenue of the Fountains
Fountain Hills,AZ 85268
RE: Town of Fountain Hills-Library Carpet Replacement
Arizona State Flooring Contract No. CTR-043427
Dear Mr.Rees:
In response to your request for quotation,Continental Flooring Company offers the following proposal for your consideration under
Arizona State Flooring Contract No. CTR-043427:
Furnish Philadelphia Carpet Tile 1508 SY $24.60 SY
Furnish and Install 20 mil LVT $37,096.80
630 SF $4.70 SF $2,961.00
Furnish 4"Rubber Coved Base 960 LF $0.80 LF $768.00
Install 4"Rubber Coved Base 960 LF $0.90 LF $864.00
Remove Existing Floor Covering 13500 SF $0.30 SF $4,050.00
Concrete Grinding 13500 SF $1.00 SF $13,500.00
Moisture Remediation 13500 SF $3.00 SF $40,500.00
Patch:(450 Bags will be supplied) 250 BAG $75.00 BAG $18,750.00
Moving of Furniture 1200 SY $7.75 SY $9,300.00
Project Total: $127,789.80
The above quotation is in compliance with the new TPT Tax regulations and no additional taxes will be charged
Prices listed in this quote include moving of furniture. Furniture moving includes moving of regular desks,chairs,2 drawer
file cabinets,half empty 4 drawer filing cabinets empty bookcases,and modular furniture.
Not included in moving of standard furniture is the packing,moving,and storingofbooks,
fireproof file cabinets and safes)
�' g, personal items and sensitive electronic
equipment such as computers,telephones,copiers and such. You should have your IT department or facilities department
coordinate the moving of all electronic items,including the disconnection of modular electronics. A guide sheet regarding what to
do before installation begins is included with this quote and another copy will be sent to you once an installation date is set.
Prices listed in this quote include standard sub-floor preparation. Standard sub-floor preparation consists of a maximum of
251bs of patch for every 300 square yards of material,except as otherwise noted. Should any unforeseen sub floor conditions exist
additional charges will apply.
Continental Flooring does not test for asbestos or provide asbestos abatement. The Owner represents that they have
taken all necessary steps to insure that no asbestos exists on this project. The Owner accepts all responsibility for the testing and
removal of asbestos and will hold Continental Flooring harmless relating to asbestos. The owner will provide related certification to
continental flooring if required.
Once your purchase order is delivered to Continental Flooring Company,materials for your installation will be ordered. Cathy
Gordon,operations coordinator(480) 949-8509 ext.289 will contact you when the material for this installation has been
received and provide a proposed installation date for your approval.
Thank you for the opportunity to quote to you on this project. Should you have any questions,or require additional information,
please call me at(480)949-8509 ext.204 or on my mobile at(623)218-8399 or email me directly at
cwalker@continentalflooring.com.
Respectfully,
Cattle Walker
Continental Flooring Company
Celebrating over 30 years of flooring the public sector
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