HomeMy WebLinkAboutC2020-086 - L.N. Curtis and Sons, INC Contract No.2020-086
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
L.N. CURTIS AND SONS,INC.
THIS COOPERATIVE PURCHASING AGREEMENT(this"Agreement")is entered into
as of May 13, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the
"Town"), and L.N. Curtis and Sons, Inc., a California corporation (the"Contractor").
RECITALS
A. After a competitive procurement process, the Public Procurement Authority, an
Oregon public corporation("PPA"), entered into Contract No. 00000170, dated June 19, 2017, as
amended(collectively,the"PPA Contract"), for the Contractor to provide fire,rescue,safety, and
emergency products and services.A copy of the PPA 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 PPA Contract, at its discretion and with the agreement of the awarded
Contractor, and the PPA 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 PPA Contract and this
Agreement, (ii) establishing the terms and conditions by which the Contractor may provide the
Town with fire, rescue, safety, and emergency products and services (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 May 12, 2021 (the "Initial Term"), unless
terminated as otherwise provided in this Agreement or the PPA Contract. After the expiration of
the Initial Term, this Agreement may be renewed for up to four successive one-year terms (each,
a"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 PPA 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 PPA 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. Purchase of Materials and Services. This is an indefinite quantity and indefinite
delivery Agreement for Materials and Services under the terms and conditions of the PPA
Contract. The Town does not guarantee any minimum or maximum number of purchases will be
made pursuant to this Agreement. Purchases will only be made when the Town identifies a need
and proper authorization and documentation have been approved. For purchase(s) determined by
the Town to be appropriate for this Agreement,the Contractor shall provide the specific Materials
and Services to the Town in such quantities and configurations agreed upon between the parties,
in a written invoice, quote, materials order or other form of written agreement describing the
materials to be delivered (each, a "Materials Order"). Each Materials Order shall (i) contain a
reference to this Agreement and the PPA Contract and (ii) be attached hereto as Exhibit B and
incorporated herein by reference.A Materials Order submitted without referencing this Agreement
and the PPA Contract will be subject to rejection. Contractor acknowledges and agrees that a
Materials Order containing unauthorized exceptions, conditions, limitations, or provisions in
conflict with the terms of this Agreement, other than Town's project-specific requirements, is
hereby expressly declared void and shall be of no force and effect.
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 PPA 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 Materials Order
within a reasonable time after issuance. Should a Materials 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 Materials 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 Materials Order or for anything not expressly permitted pursuant to
this Agreement.
3. Compensation. For the Initial Term, the Town shall pay the Contractor an
aggregate amount not to exceed$25,000.00 for the Materials and Services at the unit rates set forth
in the PPA Contract, $3,658.83 of which shall be an owner's allowance.
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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 PPA
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 PPA
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'
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 ARE. 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
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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
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 Contractor Proposal, the PPA Contract, 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 PPA 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 PPA 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 PPA Contract, the Town
shall be afforded all of the rights and privileges afforded to PPA and shall be "PPA" or the
"Purchaser"(as defined in the PPA Contract)for the purposes of the portions of the PPA 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 Peoria to the extent provided under the PPA 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.
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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 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller,Town Manager
With copy to: Pierce Coleman PLLC
4711 E. Falcon Drive, Suite 111
Peoria,Arizona 85215
Attn: Aaron D. Arnson,Town Attorney
If to Contractor: L.N. Curtis and Sons, Inc.
4647 South 33rd Street
Phoenix,Arizona 85040
Attn: Gary Norton
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]
5
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
6,-21.6.\•a° 6t)
csel VA:lA--,,
Grady E. Mill ,To Manager
ATTEST:
Ztlie:urke, Town Cler
APPROVED AS TO FORM:
Aaron D. Arrison,Town Attorney
(ACKNOWLEDGEMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On dL (ri , 2020, before me personally appeared Grady E. Miller, the
Town Manager of th 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 he,
and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills.
C JAMIE SALENTINE ViL.
NotaMARICOPACOUNTY�Of1° N tary Public
Commission#550103
# Expires July 11,2022
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
6
"Contractor"
L.N. CURTIS AND SONS, INC.,
a California corporation
Name: A1.eit i q _
Its: (v16y"4,q er14- (ACKNOWLEDGEMENT)
STATE OF kr,2 )
) ss.
COUNTY OF Ma f e )
On 1 1,1) p , 2020, before me personally appeared ,t(.ex ,,d r y-{�p.e,Z
the Al n 4 VA, f L.N. CURTIS AND SONS, INC., a California corporation, dthose
identity wasiroven 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 corporation.
Or i
%. �-a, A I Ci COP �t L UNT l J�.�Jr'
f NOTARYPU3LIC •ARIZONA
MARICOPA COUNTY /,.
aas`Jya COMM k 549894
N 4,? Mr Comm.-S ,�,,g.15, Notary Public
(Affix notary seal here)
4818-3145-5932,v.1
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EXHIBIT A
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
L.N. CURTIS AND SONS, INC.,
[PPA Contract]
See following pages.
Ph
TF:602-453-3911 II �� ' Southwest
outh Street
TF:877-453-3911 4647 South 33rd Street
Fax:602-453-3910 Phoenix,AZ 85040
azsales@Incurtis.com www.LNCURTIS.corn
DUNS#:00-922-4163 TOOLS FOR HEROES Quotation No.152547
Quotation
QUOTATION NO. ISSUED DATE EXPIRATION DATE
CUSTOMER: SHIPTO:
152547 05/06/2020 07/05/2020
Fountain Hills Fire Department Fountain Hills Fire Department
16426 East Palisades 16426 East Palisades Blvd.
Boulevard Fountain Hills AZ 85268
Fountain Hills AZ 85268 SALESPERSON CUSTOMER SERVICE REP
Gary Norton Alex Rodriguez
gnorton@Incurtis.com ARodriguez@Incurtis.com
480-296-5202 602-800-7844
REQUISITION NO. REQUESTING PARTY CUSTOMER NO. TERMS OFFER CLASS
Chief Dave Ott C34488 Net 30 GPO-FR-FFE
F.O.B. SHIP VIA DELIVERY REQ.BY
DEST Best Way
SPECIAL INSTRUCTIONS
Pricing in accordance with our FireRescueGPO group purchasing cooperative contract#00000170
NOTES&DISCLAIMERS
THANK YOU FOR THIS OPPORTUNITY TO QUOTE.WE ARE PLEASED TO OFFER REQUESTED ITEMS AS FOLLOWS. IF YOU
HAVE ANY QUESTIONS, NEED ADDITIONAL INFORMATION, OR WOULD LIKE TO PLACE AN ORDER, PLEASE CONTACT
YOUR SALESPERSON OR CUSTOMER SERVICE REP AS NOTED ABOVE.
TRANSPORTATION IS INCLUDED IN BELOW PRICING.
LN QTY UNIT PART NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE
1 20 EA HFX40X100Y4OS 4X100'CPLD 4STZYELLOW HFX NITRILE $594.00 $11,880.00
AAH RUBBER HOSE
2 12 EA NP25X100Y25N 2.5X100'CPLD 2.5NH YEL NDURA DJ NYL $373.75 $4,485.00
AAH HOSE
3 12 EA NP17X100R15N 1.75X100'CPLD 1.5NH RED NDURA DJ $264.85 $3,178.20
AAH NYL HOSE
DUNS NUMBER:009224163
SIC CODE:5099
FEDERAL TAX ID:94-1214350
THIS PRICING REMAINS FIRM UNTIL 07/05/2020.CONTACT US FOR UPDATED PRICING AFTER THIS DATE.
Page 1 of 2
Ph:602-453-3911 C I1u...J RT 15 Southwest Division
TF:877-453-3911 4647 South 33rd Street
Fax::602-4 602-453-3910 Phoenix,AZ 85040
azsales@Incurtis.com www.LNCURTIS.com
DUNS#:00-922-4163 TOOLS FOR HEROES Quotation No.152547
Subtotal $19,543.20
Tax Total $1,797.97
Transportation $0.00
Total $21,341.17
View Terms of Sale and Return Policy.
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