HomeMy WebLinkAboutC2021-014 - Precision Electric IncContract No. 2020-014.1
FIRST AMENDMENT
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
PRECISION ELECTRIC CO., INC.
THIS FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT (this
"First Amendment") is entered into as of July 2, 2020, between the Town of Fountain Hills, an
Arizona municipal corporation (the "Town") and Precision Electric Co., Inc., an Arizona
corporation (the "Contractor").
RECITALS
A. The Town and the Contractor entered into a Cooperative Purchasing Agreement
dated July 8, 2019 (the "Agreement") , based upon the Contractor's contract with the City of Mesa,
Arizona (the "City") for the Contractor to provide the Town with purchase and repair/rewinds of
electric motors.
B. The City has since rebid its solicitation and awarded a new contract to the
Contractor, Contract No. 2020112, which became effective July 2, 2020.
C. The Town and the Contractor desire to enter into this First Amendment to amend
its recitals to reflect the newly awarded contract between the City and the Contractor.
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. Amendment to Recitals. Recital A of the Agreement is amended as follows:
After a competitive procurement process, the City of Mesa (the "City") entered into
Agreement No.'^'�0 2020112, dated Neve beF 6,20" July 1. 2020 (the "City
Contract"), for the Contractor to provide necessary staff, services and associated
resources to provide the Town with purchase and repair/rewinds of electric motors.
A copy of the City Contract is attached hereto as Exhibit A and incorporated herein
by reference, to the extent not inconsistent with this Agreement.
2. Amendment to Section 2 of Agreement. Section 2 of the Agreement is amended as
follows:
Scope of Work. This is an indefinite quantity and indefinite delivery Agreement for
Materials and Services under the terms and conditions of the City 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 Peoria Contract and (ii) be attached hereto as Exhibit B and
incorporated herein by reference. A Materials Order submitted without referencing this
Agreement and the Peer-ia Mesa 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.
3. Term. The Initial Term of the Agreement is extended to July 1, 2021. 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
City 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 one-year term and (iv) the Town approves the additional one-year term in writing
(including any price adjustments approved as part of the City 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.
4. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified
and, except as expressly modified herein, all terms and conditions of the Agreement shall remain
in full force and effect.
5. Non -Default. By executing this First Amendment, the Contractor affirmatively
asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to
this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all
2
claims, known and unknown, relating to the Agreement and existing on or before the date of this
First Amendment are forever waived.
6. 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.
7. Conflict of Interest. This First Amendment and the Agreement may be cancelled
by the Town pursuant to Ariz. Rev. Stat. § 38-511.
[SIGNATURES ON FOLLOWING PAGES]
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
Grady E. Miller, n
anager
ATTEST:
.�'
APPROVED AS TO FORM:
<�on . Arnsal0town Attorney
(ACKNOWLEDGEMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On • d el 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.
tary
cbob w- S►pcAo� duNArtrzorn�
P
QkfE111U u
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
130
"Contractor"
PRECISION ELECTRIC CO., INC.,
a(n) Arizona corporation
By: _
Name: Steven C. Belt
Title: Division Manager
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On Au6U5-4 ) I , 2020, before me personally appeared
the w ; g,n�nQMskfof PRECISION ELECTRIC CO.,
INC., a(n) Arizona corporation, whose identity was pro to me on the basis of satisfactory
evidence to be the person who he/she claims to be, and acknowledged that he/she signed the above
document on behalf of the corporation.
0�1 �YEiiA 8RISCOE
Notary Public - Arizona
t)�My
Marlcopa CountyCommission # 570928
Comm. Exp. August 29, 2023 Notary Public
(Affix notary seal here)
4844-1385-7985 v.1
5
EXHIBIT A
TO
FIRST AMENDMENT
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
PRECISION ELECTRIC CO., INC.
[City Contract]
See following pages.
mesa•az
AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT NUMBER 2020112
MOTOR, PUMP, WELL REPAIR AND REPLACEMENT 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 450
Mesa, AZ 85201
Attention
Ted Stallings, Procurement Officer II
E-Mail
Ted. Stallings cDMesaAZ.gov
Telephone
(480) 644-2815
Facsimile
(480) 644-2655
With a copy to: City of Mesa — Water Resources
Attn: Greg Flynn, Fiscal Analyst
P.O. Box 1466
Mesa, AZ 85211-1466
Greg.Flynn(a)MesaAZ.gov
AND
PRECISION ELECTRIC COMPANY, ("Contractor")
Mailing Address 1822 E. Jackson Street
Phoenix, AZ 85034
Remit to Address 1822 E. Jackson Street
Phoenix, AZ 85034
Attention Dennis Charles
E-Mail Dennis.Charles(a)iss-na.com
Telephone 602-399-4717
Page 1 of 27
CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION
This Agreement pursuant to solicitation ("Agreement") is entered into this 15' day of July, 2020, by and
between the City of Mesa, Arizona, an Arizona municipal corporation ("City'), and Precision Electric
Company, an AZ 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 2020112 ("Solicitation") for MOTOR, PUMP, WELL REPAIR
AND REPLACEMENT 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
Term. This Agreement is for a term beginning on July 2, 2020 and ending only July 1, 2025. 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 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 vendor 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.
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
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 Contractor
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 be placed with the Contractor by either a: (i) Purchase Order when for a one-time
purchase; (ii) Notice to Proceed, or (iii) Delivery Order off of a Master Agreement for Requirement
Contract where multiple as -needed orders will be placed with the Contractor. The City may use
the Internet to communicate with Contractor and to place orders as permitted under this Agreement
Page 2 of 27
4. Document Order of Precedence. In the event of any inconsistency between the terms of the
body of the Agreement, the Exhibits, the Solicitation, and Response, the language of the
documents will control in the following order.
a. Agreement
b. Exhibits
1. Mesa Standard Terms & Conditions
2. Scope of Work
3. Other Exhibits not listed above
c. Solicitation including any addenda
d. Contractor Response
5. Payment.
5.1 General. 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.
5.2 Prices. All pricing shall be firm for the Term and all extensions or renewals of the Term
except where otherwise provided in this Agreement, and include all costs of the Contractor
providing the materials/service including transportation, insurance and 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.
The Contractor further agrees that any reductions in the price of the materials or services
covered by this Agreement will apply to the undelivered balance. The Contractor shall
promptly notify the City of such price reductions.
No price modifications will be accepted without proper request by the Contractor and
response by the City's Purchasing Division.
5.3 Price Adjustment. Any requests for reasonable price adjustments must be submitted in
accordance with this Section 5.3. 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 Contract expiration 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.bis.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.
5.4 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. The 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 previous section. There
is no guarantee the City will accept a price adjustment.
Page 3 of 27
5.5 Invoices. Payment will be made to Contractor following the City's receipt of a properly
completed invoice. No terms set forth in any invoice, purchase order or similar document
issued by Contractor will be deemed accepted by the City; the terms of the contractual
relationship between the Parties are as set forth in this Agreement. 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
i. Total amount due.
5.6 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.
5.7 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.
Insurance.
6.1 Contractor must obtain and maintain at its expense throughout the term of Contractor's
agreement, at a minimum, the types and amounts of insurance set forth in this Section 6
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.
6.2 Nothing in this Section 6 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.
6.3 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.
6.4 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.
Page 4 of 27
6.5 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.
6.6 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.
6.7 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.
6.8 All insurance certificates and applicable endorsements are subject to review and approval
by the City's Risk Management Division.
6.9 Types and Amounts of Insurance. Contractor must obtain and retain throughout the
term of the Agreement, at a minimum, the following:
6.9.1 Worker's compensation insurance in accordance with the provisions of Arizona
law. If Contractor operates with no employees, Contractor must provide the City
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.
6.9.2 The Contractor shall maintain at all times during the term of this contract, a
minimum amount of $3 million per occurrence/$5 million aggregate Commercial
General Liability insurance, including Contractual Liability. For 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.
6.9.3 Automobile liability, bodily injury and property damage with a limit of $1 million
per occurrence including owned, hired and non -owned autos.
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 a reasonable period of time 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 product, or performance of services.
Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor as
listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth
the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C.
Page 5 of 27
9. 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.
10. 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.
11. 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
Agreement will be deemed an original and binding upon the Party against whom enforcement is
sought.
12. Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby
incorporated by reference into the Agreement as if written out and included herein. In the event of
any inconsistency between the terms of the body of the Agreement and the Exhibits, the language
of the Agreement will control.
Exhibits to this Agreement are the following:
o (A) Scope of Work
o (B) Pricing
o (C) Mesa Standard Terms and Conditions
o (D) Other
13. Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled
to the recovery of its reasonable attorney's fees, court costs, and other litigation related costs and
fees from the other Party.
14. Additional Acts. The Parties agree to execute promptly such other documents and to perform
such other acts as may be reasonably necessary to carry out the purpose and intent of the
Agreement.
15. Headings. The headings of the Agreement are for reference only and will not limit or define the
meaning of any provision of the Agreement.
Page 6 of 27
By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms
of the Agreement and the attached exhibits.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
CITY OF MESA, ARIZONA
Dgnally signed by Edward Quedens
DN cn-Edward Quedent, o-City of
Mesa. o-Stivnest Smices
DepaMmenl.
By. —IncTurrgormmus
r Llxalon:City of Meta
Date, 204.07 02 M47 13 -07'W
Adobe Actobal version
2020.00910067
Printed Name
Title
PRECISION ELECTRIC COMPANY
By
Steven C. Belt
Printed Name
Division Manager
Title
06/24/2020
Date Date
REVIEWED BY.
By: Ta& St�
Ted Stallings, CPPB
Procurement Officer II
Page 7 of 27
EXHIBIT A
SCOPE OF WORK
SCOPE OF WORK: To provide repair services, parts and new equipment as needed for the Water
Resources Department and the Parks, Recreations and Commercial Facilities Department. No
brand substitutions will be accepted on items marked as OEM only.
a. This is not an "all or nothing" proposal as no single firm can supply everything required.
Contractors can bid on any number of items. Awards will be made per item and there may
be multiple awards per item.
b. There are three (3) categories of items listed in this RFP. Contractors are encouraged to
propose on all Categories if they can provide the equipment and/or services. There will be
multiple awards per category and Contractors do not have to bid on all items in a category
to receive an award.
i. Pumps: The services shall include but are not limited to pulling and repairing
various types of pumps, replacing pumps, providing new pumps, installation
services, vibration analysis, dynamic balancing and other related services.
ii. Motors: The services shall include but are not limited to pulling and
repairing/rewinding various types of motors, replacing motors, providing new
motors, installation services, vibration analysis, onsite meggar testing, alignment
services dynamic balancing and other related services.
iii. Deep Wells and Well Pumps: The services will include but are not limited to
pulling and repairing deep well pumps, videoing wells, brushing and bailing well
casings, decommissioning wells, and other related services.
2. ECONOMY OF PROPOSAL: Proposals should be prepared simply and economically, providing
straightforward and concise description of the Proposer's capabilities to satisfy the requirements of
the RFP. Emphasis should be on completeness and clarity of content. Elaborate brochures and
other representation beyond that is sufficient to present a complete and effective proposal are
neither required nor desired.
CONTRACTOR REQUIREMENTS.
a. Contractor shall have a service facility fully equipped to repair and fabricate parts as
required for the size and type of equipment proposed. The City reserves the right to make
at least one (1) annual on -site inspection of such Contractor facilities (within twenty-four
(24) hours minimum notice) at its discretion.
b. Contractors bidding on Motors and Submersible Pumps with closely coupled motors have
the following requirements:
i. Contractor service facilities must be equipped with personnel and equipment
necessary to perform electromechanical repairs/rewinding to electric motors per
the established guidelines in EASA AR100-2006, Recommended Practice for
the Repair of Rotating Electrical Apparatus.
ii. Contractor shall be certified to repair pumps and motors approved for classified
locations (explosion proof motors).
iii. Contractor shall provide personnel trained and properly equipped for confined
space entry.
CONTRACTOR PERFORMANCE EXPECTATIONS.
a. All materials and workmanship provided to the City shall be of the highest industry
standard shall at a minimum meet the original manufacturers specifications and AWWA
Standard A100-6 for Water Wells and AWWA Standard E103-07 for Horizontal and vertical
line shaft pumps. Materials purchased by the City through this contract shall be new
and subject to inspection and approval by a City representative prior to delivery.
b. If required, the Contractor shall obtain all permits and licenses and pay all taxes,
charges and fees necessary to perform the services.
c. Contractor shall guarantee all work under this contract against defects of materials
and/or workmanship for a period of one (1) year from the completion date. Chemical
Page 8 of 27
EXHIBIT A
SCOPE OF WORK
agents used shall be warranted for the labeled time period and shall not exceed the shelf
time, if applicable.
d. The Contractor shall furnish all necessary supplies, labor, vehicles and equipment to
perform services. All supplies, labor, vehicles and equipment shall be compliant with
the specifications, terms and provisions set forth herein and shall be subject to random,
unannounced inspection by an individual designated by the City.
e. The Contractor must make repairs in a timely manner to minimize downtime at the City
of Mesa facilities, including plants and lift stations.
f. The Deep Well Contractor's:
i. Facilities and equipment must be sufficient to handle well pipe, pump and other
related equipment.
ii. Shall provide digital photos of the well equipment during the disassembly and
assembly stages including digital photos of work conducted at repair facility.
iii. Shall have access to shop equipment inventory including but not limited to the
following:
1. Lifting equipment (cranes, forklift) to safely move pumps, motor/pump
combinations and accessories weighing up to two tons.
2. cleaning capability (power wash, "steam cleaning", sandblasting
equipment)
3. Machine tools, micrometers, gauges, etc.
4. Welding equipment (stick, TIG, MIG)
5. Hydraulic bearing pullers. Induction bearing heater.
6. Lathes, milling machine, drill press of sufficient size.
7. Static balancing equipment.
8. Vertical turbine bowl rack for proper disassembly and assembly.
9. Shaft straightening rack.
5. CONTRACTOR RESPONSIBILITIES.
a. Contractor shall provide all necessary equipment, tools, personal protection equipment and
personnel with technical expertise necessary to provide the requested services. Repeated
and documented instances of using substandard materials, supplies, and/or personnel, or
failure to provide services in a timely manner, shall constitute grounds for termination of
contract.
b. The Contractor shall be responsible for all equipment that is damaged while in their
possession.
c. The Contractor shall properly guard, protect, and take every reasonable precaution
necessary against damage or injury to all finished or partially finished work due to
weathering action by the elements or from any other cause, until the entire portion of their
respective contract obligation is completed and accepted by the City of Mesa. The
Contractor(s) shall rebuild, repair, restore, and make good all injuries or damages to any
portion of the work before final acceptance at no cost to the City of Mesa. Partial payment
for any completed portion of work shall not release the Contractor(s) from such
responsibility.
d. The Contractor shall comply with all applicable federal, state, and local safety and health
regulations, ordinances, and requirements. The Contractor shall comply with Occupational
Safety and Health Administration regulations specified in 29 CFR 1910.147 The Control of
Hazardous Energy (Lockout/Tagout).
e. Precaution shall be exercised by the Contractor(s) at all times for the protection of persons
(including employees) and property. The Contractor shall comply with the provisions of all
applicable laws, pertaining to such protection including all Federal and State Occupational
Safety and Health Acts, and Standards and Regulations promulgated thereunder.
f. The Contractor shall implement a permit -required confined space program as specified under
29 CFR 1910.146 for all work that encompasses a space that:
i. is large enough and so configured that an employee can bodily enter and perform
assigned work;
Page 9 of 27
EXHIBIT A
SCOPE OF WORK
ii. has limited or restricted means for entry or exit (for example, tanks, vessels, silos,
storage bins, hoppers, vaults, and pits are spaces that may have limited means of
entry); and
iii. is not designed for continuous employee occupancy.
The Contractor shall be fully responsible for the safety of their employees, the public and
property in connection with the performance of the work covered by this contract. The
Contractor(s) shall provide all safeguards, safety devices and protective equipment and be
responsible for taking any needed actions to protect the life and health of their employees
and the public during work activity. The Contractor(s) shall also take any necessary actions
as directed by the Water Resources Department Supervisor or designee to reasonably
protect the life and health of employees on this job and others coming into contact with the
job site.
i. The Contractor shall provide, upon request, a copy of its written health and safety
program and any required employee training records or certificates.
6. RESPONSE TIME:
a. Contractor shall commence work within five (5) calendar days of notification from City for
all non -emergency calls/repairs.
b. Contractor shall commence work within twenty-four (24) hours of notification from City for
all emergency calls/repairs.
c. Deep Well Contractor shall have:
i. the ability to start emergency jobs within three (3) calendar days after receiving a
"Notice to Proceed" from the City. (A three (3) day maximum is requested;
response time will be an important consideration in the process and awarding the
contract).
ii. The Contractor shall agree to work until the repair is complete; including weekends
and/or holidays unless they are excluded by the City at the time service is
requested.
iii. The time frame for disassembly and inspection shall be no more than five (5)
working days from the time the contractor picks up the pump. The time frame for
repair shall be stated on Estimate.
WORK ESTIMATES AND COMPLETION TIMES:
Prior to the Contractor performing any repair work, the Contractor shall be required to
provide the CITY with a written report/estimate that includes the condition of equipment,
recommended repairs, costs of repairs vs cost of replacement, and the estimated time
needed to complete the repairs.
i. Based on the cost of the repairs, number of days required for the repairs, and other
factors as deemed important to the City of Mesa, it may be deemed that it is more
advantageous to replace the pump/motor rather than repair it. For this reason, no
work shall commence until the City provides a Notice to Proceed with the work as
outlined in the estimate.
ii. If a Contractor provides an estimate, but the City does not provide a Notice to
Proceed with the repair work, that Contractor shall be allowed to invoice the City
for the tear down and the estimate. The City may request that the disassembled
equipment be returned and in this case freight charges will be borne by the City.
No additional costs will be charged to the City.
iii. The City reserves the right halt repair services at any time during the repair
process. If repair services have already commenced, the Contractor shall be
allowed to invoice the City for any repair services that have already been
performed. Contractor shall be required to submit documentation to show the work
that has already been performed. Upon termination of the repair job, all
pumps/motors and parts will be returned to the City.
Page 10 of 27
EXHIBIT A
SCOPE OF WORK
b. The Contractor will be allowed to remove and disassemble the equipment prior to providing
the City with a written report/estimate. The written estimate will be required within seventy-
two (72) hours after the equipment was removed from the site or delivered to the repair
facility by the City.
c. The Contractor shall be required to repair and reinstall (if required) the equipment within
ten (10) working days from approval of the work estimate. This requirement will be adjusted
if parts delivery exceeds the ten (10) days.
d. Estimate shall include the following information: Facility and Location Name, Pump/Motor
Unit Name/ ID, Sizes, # of bowls, HP, and any other applicable information along with a
detailed estimate that is to include total man hours and type with cost, materials with
manufacturer information and part numbers, estimated completion date, Inspectors name
and Main Point of Contacts information, and digital photos of defective parts.
e. Contractor shall provide a weekly update (on a mutually agreed upon form) of repair status
along with digital photos throughout the repair process. The Contractor's facility shall be
available to inspect the units repair work and progress. Progress information shall be
provided to the City via e-mail to the Requestor.
REMOVAL, PICK-UP AND DELIVERY
a. Contractor shall be responsible for dismantling, removal, pick-up, reinstallation, and
delivery of all pumps/motors when and where requested by the City (with the exception of
those delivered to shop by City personnel). The contractor shall have sufficient
vehicle/trailer capacity to transport well pipe, pumps and any other related equipment.
b. Pick-up and delivery shall be F.O.B. Destination Freight Prepaid to and from various
locations.
c. Contractor shall return completed repair items to the City within an agreed upon time frame
from date of authorization to proceed, or department approval of estimate/quote.
9. KEY PERSONNEL
a. The Contractor shall have competent personnel trained in the repair of the proposed
equipment and must have the equipment/supplies necessary to perform repairs on the
equipment as per the specifications, terms and conditions of this contract.
10. REPAIRS:
a. The Contractor is required to provide a pricing estimate for all repairs prior to the City
authorizing the repair. Once the repairs have been authorized and completed, the
Contractor shall invoice the City using a complete breakdown of parts and labor that
matches the rates and mark-ups bid on the pricing pages. The Invoice shall list the
Contractor cost of each part along with the % markup and finally the City cost of each part.
The Contractor shall include the Supplier Invoices for all parts or equipment upon request
by the City.
i. Example: ABC Seal Contractor Cost $53.00 +Mark-up @ 12% ($6.36) = City
Cost $59.36.
b. The Contractor shall use manufacturer recommended replacement parts only unless
specifically authorized by the City requester. Non -OEM parts shall be called out on quote
and invoice.
11. FIELD SERVICES:
a. Contractor's crew must be capable of communicating with the Contractor's main office
without leaving the job site, i.e. two-way radio, cell phone, etc.
b. Contractor shall have access to various sizes of vehicles with sufficient lift capacity to pick
up and deliver pumps and/or motors weighing up to two (2) tons (4000 pounds) or up to
500 HP.
Page 11 of 27
EXHIBIT A
SCOPE OF WORK
12. VIBRATION ANALYSIS (PUMPS AND MOTORS):
a. Repairs performed under this contract will be subject to vibration analysis and must comply
with manufacturers specifications.
13. SAFETY PROCEDURES:
a. Contractor will be responsible for coordinating their activities with City. Prior to the start of
work, Contractor and City should perform a Pre -job briefing to discuss and plan for dealing
with relevant safety issues such as lockout tag -out and confined space exposures.
Contractor will be responsible to properly lockout tag -out electrical hazards and ensure
there is a plan to deal with other work -related hazards.
14. DISINFECTION (POTABLE WATER EQUIPMENT):
a. Contractor will be responsible for disinfection of all potable water equipment with NSF
approved products prior to and during installation in accordance with Maricopa County
Health Code, Chapter V, Water Supply R9-8-266.
15. CLEANUP:
a. Contractor shall remove all debris and other materials from the work site after the
completion of work.
16. PROTECTION OF FINISHED AND PARTIALLY FINISHED WORK:
a. Contractor shall properly secure the work site and protect all finished or partially finished
work.
17. DISPOSAL OF WASTE:
a. Contractor will be responsible for disposal of all waste products including but not limited to
oil baled from a well, debris, etc. at a legal off -site location. ANY DISPOSAL OF WASTE
PRODUCTS OR UNUSED MATERIALS SHALL CONFORM TO APPLICABLE FEDERAL,
STATE, AND LOCAL REGULATIONS. Copies of disposal documentation shall be
provided to CITY upon request.
18. INSTALLATION
a. All newly painted surfaces shall be protected from damages. If damages occur Contractor
shall repair surfaces as recommended by manufacturer and to the satisfaction of the City.
b. Line shafts and Motor shall be aligned according to manufacturer and/or City
recommendations.
c. Piping strain issues encountered during installation will be brought to the attention of the
City.
d. Well equipment shall be disinfected in accordance with ANSI/AWWA C651-14 prior to
installation.
19. START-UP, DEMONSTRATION, AND TESTING
a. City will be responsible for termination of power and control wires. Once completed a
rotation check shall be done by Contractor in coordination of City personnel, after which
Contractor shall couple the pump and motor.
Page 12 of 27
EXHIBIT A
SCOPE OF WORK
b. Once rotation check and coupling has been performed a Start-up of the pump/motor shall
be performed in coordination with the City, at which time a Vibration Analysis and/or Pump
Efficiency test will be performed.
c. All tests performed by Contractor shall be witnessed and approved by the City before
acceptance, No Exception.
d. All tests performed should fall within acceptable ranges for Pump Efficiency and/or
Vibration Analysis of the manufacturer unless otherwise determined by City.
20. WRITTEN COMPLETION REPORTS:
a. Contractor shall submit a written completion report to City within thirty (30) days of
completion of work, which details work completed. The report for pump repair shall include
depth of setting, bowl size and make, tube and shaft size and make, depth of well water
level and other pertinent information. The report shall include a daily log that accounts for
all hours and materials billed to the job. All reports must be received and verified prior to
Contractor invoicing for the work. If the invoice is dated before the reports were received
and verified, the City will deny the invoice and ask that a new invoice be created with an
invoice date AFTER the reports were received and verified.
21. ORDERS AND INVOICING:
Order Placement:
i. Orders shall be placed using a Delivery Order (DO) #. There shall be no minimum
purchase required. The contracted vendor shall deliver available products within
seven (7) to ten (10) business days from order placement to City user sites.
ii. Equipment and parts shall be new, un-opened, and in original factory packaging
and in current manufacturer production at time of bid opening.
iii. All equipment, parts and supplies to be boxed and/or packaged in such a manner
to adequately protect the equipment against physical damage during shipment and
to insure carrier acceptance and safe delivery at the designated destination.
Packing Slips:
i. Packing Slips should be itemized and reference City contract number and delivery
order number (DO).
ii. Any parts or supplies received with defects shall immediately be replaced at no
charge by the Contractor.
Invoicing:
i. Invoices shall be emailed to WaterAcctsPayable(aMesaAZ.gov for the fastest
processing.
ii. Invoices shall include the following: Delivery order (DO) #, part number(s), product
description, list price, percent discount, city cost (contract pricing), freight charge
and sales tax (if applicable as many items to be purchased off of this contract will
be tax exempt).
iii. Vendors shall not invoice for items not shipped as this will delay payment of entire
invoice.
iv. Vendors shall not invoice for disinfection services performed unless the invoice is
accompanied by the report and test results as indicated in this RFP.
22. WARRANTY:
a. Product - The City is requesting a warranty on all new equipment and parts for a minimum of
one (1) year (unless stated otherwise in this solicitation) from the date of receipt.
b. Equipment Repair Service — The City is requesting a warranty on all equipment repair
services for a minimum of ninety (90) days from the date of completion.
c. In the event of any of the aforesaid warranties are not fulfilled, Contractor guarantees to
promptly reimburse the City for its cost in making suitable repairs or replacements or, at
the City's option, the Contractor shall promptly make suitable repairs or replacements at
Page 13 of 27
EXHIBIT A
SCOPE OF WORK
Contractor's own expense. Contractor shall submit with bid response detailed information
regarding product warranty.
23. PURCHASES/REPLACEMENTS:
The City may decide to purchase replacement pumps, motors, and other equipment from
Contractor. The price to be paid to Contractor by City will be billed at the Contractor's
invoice price (from supplier invoice) multiplied by the compensation factor listed on the
pricing page. The factor listed will be Contractor's compensation for handling. There will
be no mark-up on freight costs. Freight shall be handled as a pass -through cost. Contractor
shall include invoices for any parts/equipment for which he is seeking compensation. The
Invoice shall list the Contractor cost of each part along with the % markup and finally the
City cost of each part. Contractor shall provide their supplier invoice upon request to the
City.
City reserves the right to purchase pumps, motors, and other equipment directly from the
manufacturer or from other vendors if it is in City's best interest.
24. PRODUCT RECALL:
a. In the event of any recall notice, technical service bulletin, or other important notification
affecting the equipment, parts and services purchased under this agreement, a notice shall
be sent to the Contract Administrator. It shall be the responsibility of the Contractor to
assure that all recall notices are sent directly to the Contract Administrator and Purchasing
Office.
b. Contractor assumes full responsibility for prompt notification of both the contract
administrator and purchases of any product recall in accordance with the applicable State
of Arizona and federal regulation.
Page 14 of 27
PUMPS
EXHIBIT B
PRICING
Page 15 of 27
EXHIBIT B
PRICING
All pumps shall be at vendor cost + % markup for their handling and shall
include pump cost and any incidentals. Shipping (freight) shall not be marked -
up but handled simply as a pass -through cost. Vendor must be prepared to
1 prow vendor cost by supplying their supplier invoice when requested.
3T1MATE CHARGES
1 Estimate charge for 1-5 Stage Pump
2 Estimate charge for 6-10 Stage Pump
3 Estimate charge for 11+ Stage Pump
4 Estimate charge for all other Pumps
5 Estimate charge for add ay additional
6 Estimate charge for add ay additional
7 Estimate charge for add ay additional
B lEstimate charge for (add av additional)
SHOP SERVICES
1 Shop Labor
2 Shop Machinist
3 Shop Welder
4 Shop Infrared Camera / Thermal Images
5 Shop Dynamic Balancing Service
7 Shop Vibration Analysis
CRAM SERVICES
Crane/Crew Rental. Pricing shall include all labor
material, overhead, fuel surcharges and taxes to
perform the services as outlined in the solicitation.
r.-r-ir r..ar...,
1
Operator Charge
$ 70.00
Per Hour
2
Delivery & Pick -Up
Charge
NO CHAR
Per Job
3
Person
$ 70.00
JPer Four
All other Crane SIzeS - subcontracted
Markup
over vendor
+ Markuo 10 % cost
Rate for
Markup
�r vendor
420.00 PER EACH
420.00 PER EACH
560.00 1 PER EACH
70.00 PER HOUR
70.00 PER HOUR
70.00 PER HOUR
70.00 PER HOUR
50.00 PER HOUR
Rate for Service Overtime,
Weekend, Holiday
105.00 PER HOUR
105.00 PER HOUR
105.00 PER HOUR
105.00 PER HOUR
105.00 PER HOUR
525.00 PER HOUR
Rate for Service Overtime,
Mobilization charge including crew with travel to and
1
1 man crew
from'ob location
$ 70.00
PER JOB
$ 105.00
PER HOUR
Rate for crew from time of arrival to departure (billed
2
in 1/2 hr increments after the first hour)
$ 70.00
PER HOUR
$ 105.00
PER HOUR
Mobilization charge including crew with travel to and
3
2 man crew
from' b location
$ 140.00
PER JOB
$ 210.00
PER JOB
e or crew rom me o arrrva o epa re i e
4
in 1/2 hr increments after the first hour
$ 140.00
PER HOUR
$ 210.00
PER HOUR
Mobilization charge including crew with travel to and
5
from job location
$ 210.00
PER JOB
$ 315.00
PER JOB
3 man crew
Rate for crew from time of arrival to departure (billed
6
in 1/2 hr increments after the first hour)
$ 210.00
PER HOUR
$ 315.00
PER HOUR
7
Field Electrician
$ 70.00
PER HOUR
$ 105.00
PER HOUR
8
Field Labor
$ 70.00
PER HOUR
$ 105.00
PER HOUR
9
Field Machinist
$ 70.00
PER HOUR
$ 105.00
PER HOUR
10
Field Mechanic
$ 70.00
PER HOUR
$ 105.00
PER HOUR
11
Field Welder
$ 70.00
PER HOUR
$ 105.00
PER HOUR
12
Field Infrared Camera / Thermal Images
$ 70.00
PER HOUR
$ 105.00
PER HOUR
13
Field Dynamic Balancing Service
$ 70.00
PER HOUR
$ 105.00
PER HOUR
14
Field Laser Shaft Alignment
$ 70.00
PER HOUR
$ 105.00
PER HOUR
15
Field Vibration Analysis
$ 412.00
PER UNIT
$ 618.00
PER UNIT
INCIDENTALS AND REPAIR PARTS
1 Percent markup over cost for repair parts purchased by the Contractor: 10 % Cost + %
VALUE ADDED SERVICES
PUMP RENTAL - The City is interested in "as -needed" rental of emergency bypass pumps and related equipment and
services. Services would include project design, pump and related equipment rental, delivery and set-up, pump watch,
teardown. Related equipment would be items such as elbows, piping, adapters, valves, hoses, saddles, couplings, spill
berms, and other sirnilar items. Vendors wishing to have rental services added to this contract are asked to provide current
pricing for pumps and equipment with daily, weekly and monthly rates associated. Labor rates shall be included for all
activities. Pricing shall be firm for the initial contract term and requests for increases for annual renewals shall not exceed
5%. Vendors should include an inventory of rental equipment by size and type.
1
Attach a list of any value added services your company has to offer along with the price for each service. If accepted by the
2
CiN, these could become part of the awarded contract.
Page 16 of 27
EXHIBIT B
PRICING
MOTORS
Al motors shall be at vendor cost + %
markup for their handling and shall include
motor cost and any incidentals. Shipping
(freight) shall not be marked -up but 10%
handled simply as a pass -through cost.
Vendor must be prepared to prove vendor
cost by supplying their supplier invoice
1 when reauested. % Mark-up
ESTIMATE CHARGES Rate for Service
1 1 Estimate charge for 1-5h $ 70.00 PER EACH
2 1 Estimate charge for 7.5-15hp $ 70.00 1 PER EACH
3 1 Estimate charoe for 20-30ho $ 70.00 1 PER EACH
4 JEstirnate
5 Estimate
PER EACH
mate charoe for
SHOP SERVICES
Rate for Service Weekday
Rate for Service Overtime,
Weekend, Holiday
1
Shop Labor
$ 70.00
PER HOUR
$ 105.00 1
PER HOUR
2
Shop Machinist
$ 70.00
PER HOUR
$ 105.00
PER HOUR
3
Shop Welder
$ 70.00
PER HOUR
$ 105.00
PER HOUR
4
Shop Infrared Camera / Thermal Images
$ 70.00
PER HOUR
$ 105.00
PER HOUR
5
Shop Dynamic Balancing Service
$ 70.00
PER HOUR
$ 105.00
PER HOUR
6
Shop Laser Shaft Alignment
$ 70.00
PER HOUR
$ 105.00
PER HOUR
CRANE SERVICES
Crane/Crew Rental. Pricing shall include all labor material, overhead, fuel
surcharges and taxes to perform the services as outlined in the solicitation.
(:rang CI7P I In to 5 tnn
1
Operator Charge
$ 70.00
JPer Hour
2
Delivery & Pick -Up Charge
I NO CHARGE
I Per Job
3
Each Additional Crew Person
1 $ 70.00
JPer Hour
- subcontracted
4
Cost + Markup10%
Markup
over vendor
cost
FIELD SERVICES
Pricing shall include all labor material, overhead, fuel surcharges and taxes to perform the services as outlined in
the solicitation.
Crew Size
Weekdays - Travel to & from
job location within City from
Contractor's yard
Overtime,
Weekends, Holidays -
Travel to & from job
location within City from
Contractor's yard
1
Three 3 Man Crew
$ 210.00
Per Job
$ 315.00
Per Job
2
Two 2 Man Crew
$ 140.00
Per Job
$ 210.00
Per Job
3
One 1 Man Crew
$ 70.00
Per Job
$ 105.00
Per Job
4
Standby charge after 30 minumtes
$ 70.00
Per man / per
hour
$ 105.00
Per man /
per hour
5
Field Welder
$ 70.00
Per Hour
$ 105.00
Per Hour
6
Field Tech or Field Electrician
$ 70.00
Per Hour
$ 105.00
Per Hour
7
Field Vibration Analysis Service
$ 412.00
Per Hour
$ 618.00
Per Hour
8
lOnsite Balancing Service
$ 70.00
Per Hour
$ 105.00
Per Hour
9
lOnsite Meggar Testing Service
$ 70.00
Per Hour
$ 105.00
Per Hour
10
lonsite Alignment Services
$ 70.00
Per Hour
$ 105.00
Per Hour
Incidentals and Repair Parts
Percent markup over cost for repair parts purchased by the Contractor: 10% Cost + %
Value Added Services
Attach a list of any value added services your company has to offer along with the price for each service. If accepted by the
City these could become oart of the awarded contract.
Page 17 of 27
EXHIBIT B
PRICING
DEEP WELLS AND WELL PUMPS
A NEW PUMP SALES
AN pumps shall be at vendor cost + % markup for their handling and shall
include pump cost and any incidentals Shipping (freight) shall not be
marked -up but handled simply as a pass -through cost Venda must be
prepared to prove vendor cost by supplying their supplier invoice when
1 requested.
2
Estimate charge for 6-10 Ste
3
Estlmate char a for 11+ Ste
4
Estimate charge for all other
IP SERVICES
1
Shop Labor
2
Shop Machinist
3 Pump Efficiency Test
Markup
ar vendor
$ 420.00
PER EACH
$ 420.00
PER EACH
$ 560.00
PER EACH
$ 700.00
PER EACH
Rate for Service Weekday
or erwce
Overtime, Weekend.
Holiday
$ 70.00
PER HOUR
$ 105,00
PER HOUR
$ 75.00
PER HOUR
$ 112.00
PER Fql/R
$ 300.00
PER JOB
$ 450.00
PER JOB
DFP ln Ir
45?c'
PFR IfYi
FIELD SERVICES - Must be inclusive of all costs, including but not limited to. direct
Rate for Service
D
and indirect costs for labor, overhead. materials, rods, equipment travel, mobilization.
Overtime, Weekend,
demobilization.
Rate for Service Weekday
Holiday
1
2
Rig, Boom truck and crew to/tram site or torrram snop
Crew Only to/from site, rig already in -place
2t'- -1
$125.00
PER HLIUK
PER HOUR
s.
$187.50
rtn MAJK
PER HOUR
3
Parts and Materials tolfrom site on flatbed truck
$85,00
PER HOUR
$12T50
PER FOUR
4
Well video, tolfrom site, wells up to 1,200 feet deep. Includes written report
owell video and one DVD of well video
f
PER JOB
$-�
PER JOB
5
Pumpman Rate
$75.00
PER HOUR
$112.00
PER HOUR
6
Brush and Bail rate - To include all labor and materials
$220.00
PER HOUR
$320.00
PER FOUR
7
Field Labor
$55.00
PER HOUR
$S82.50
PER HOUR
8
Field Electrician
$ 70.00
PER HOUR
1 $ 105,00
PER HOUR
9
Field MachiNsl
$ 70.00
PER HOUR
$ 105.00
PER HOUR
10
Field Mechanic
$ 70.00
PER FOUR
$ 105.00
PER HOUR
11
Field Welder
$ 70.00
PER HOUR
$ 105.00
PER HOUR
12
Field Infrared Camera / Thermal Images
$ 70.00
PER HOUR
$ 105.00
PER FOUR
13
Field Dynamic Balancing Service
$ 70.00
PER HOUR
$ 105.00
PER HOUR
14
Field Laser Shaft Alignment
$ 70.00
PER HOUR
$105.00
PER FOUR
15
Field Vibration Analysis
$ 420.00
PER UNIT
$ 618.00
PER UNIT
16
Well Video Color w/sidescan (Includes Equipment & labor - Written report
and 2 copies of DVD)
$ 600.00
PER WELL
$ 7%00
PER WELL
\NE SERVICES
Crane/Crew Rental. Pricing shall include all labor
material, overhead, fuel surcharges and taxes to
perform the services as outlined in the solicitation.
Crane Truck and Y Markup
Operator Rate Cost + over vendor
1 Markup q 10 % cost
AP RIGS
:e for pump rig (removing / remstalling wen pump) and three man crew Price must be inclusive of all costs,
uding but not Limited to, direct and indirect costs for labs, overhead, materials. tools, cranes, equipment travel.
Dilzation, demobilization.
1 IStraight time while onsite $220.00 PER HOUR
2 lWeekend, Holiday and/or Overtime rate while onsits $330.00 1 PER HOUR
.LL RIGS
.e for well rig (conduct well maintenance activities such as Gushing and bailing well) and two man crew Price must
inclusive of all costs. including but not limted to. direct and indirect costs for labor, overhead, materials, tools.
nes, equipment travel, mobilization, demobilization:
1 IStraight time while onsite $220.00 1 PER HOUR
Weekend, Holiday and/or Overtime rate while onsite $330.00 1 PER HOUR
A and Disposal of Bail Materials and Oil
ce to haul away and properly dispose of all bailed materials and oil Price must be inclusive of all costs, including but
limited to, direct and indirect costs for labs, overhead, materials, tools, equipment, travel, mobilization,
nobilization
1 Straight time while onsite PER GALLON
2 lWeekerld, Holiday and/a Overtime rate while onsite PER GALLON
;I DENIALS AND REPAIR PARTS
1 Percent markup over cost for repair parts purchased by the Contractor: Cost +15% Cost + q
,LUE ADDED SERVICES
1 1 Attach a list of any value added services your company has to offer along with the price for each service. If
accepted by the City, these could become part of the awarded contract
Page 18 of 27
EXHIBIT C
MESA STANDARD TERMS AND CONDITIONS
INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
the City will be that of an independent contractor. Contractor and all persons employed by
Contractor, either directly or indirectly, are Contractor's employees, not City employees.
Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to
City employees including, but not limited to, health benefits, enrollment in a retirement system, paid
time off or other rights afforded City employees. Contractor employees will not be regarded as City
employees or agents for any purpose, including the payment of unemployment or workers'
compensation. If any Contractor employees or subcontractors assert a claim for wages or other
employment benefits against the City, Contractor will defend, indemnify and hold harmless the City
from all such claims.
2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of the City. If Contractor has received authorization to subcontract work,
it is agreed that all subcontractors performing work under the Agreement must comply with its
provisions. Further, all agreements between Contractor and its subcontractors must provide that
the terms and conditions of this Agreement be incorporated therein.
3. ASSIGNMENT. This Agreement may not be assigned, either in whole or in part, without first
receiving the City's written consent. Any attempted assignment, either in whole or in part, without
such consent will be null and void and in such event the City will have the right, at its option, to
terminate the Agreement. No granting of consent to any assignment will relieve Contractor from
any of its obligations and liabilities under the Agreement.
4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns.
5. NO THIRD -PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the
parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights,
or responsibilities in any third parties.
6. NON -EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or
services set forth herein from other sources when deemed necessary and appropriate. No
exclusive rights are encompassed through this Agreement.
7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and Contractor.
8. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations
under this Agreement.
9. COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits/licenses and pay all charges and fees necessary
and incidental to the lawful conduct of business. Contractor must stay fully informed of existing
and future federal, state, and local laws, ordinances, and regulations that in any manner affect
the fulfillment of this Agreement and must comply with the same at its own expense. Contractor
bears full responsibility for training, safety, and providing necessary equipment for all
Contractor personnel to achieve compliance throughout the term of the Agreement. Upon
request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and
other activities used to ensure compliance.
Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy
establishing a drug -free workplace for itself and those doing business with the City to ensure
the safety and health of all persons working on City contracts and projects. Contractor will
require a drug -free workplace for all Contractor personnel working under this Agreement.
Specifically, all Contractor personnel who are working under this Agreement must be notified
in writing by Contractor that they are prohibited from the manufacture, distribution,
dispensation, possession, or unlawful use of a controlled substance in the workplace.
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Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel
and will ensure that Contractor personnel do not use or possess illegal drugs while in the course
of performing their duties.
c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the
City and its agents to inspect applicable personnel records to verify such compliance as
permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.
i. As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby
warrants to the City that Contractor and each of its subcontractors will comply with, and
are contractually obligated to comply with, all federal immigration laws and regulations that
relate to their employees and A.R.S. § 23-214(A) (hereinafter collectively the "Contractor
Immigration Warranty").
ii. A breach of the Contractor Immigration Warranty will constitute a material breach of this
Agreement and will subject Contractor to penalties up to and including termination of this
Agreement at the sole discretion of the City.
iii. To ensure Contractor and its subcontractors are complying with the Contractor Immigration
Warranty, the City retains the legal right to conduct random verification of the employment
records of any Contractor or subcontractor employee who works on this Agreement,
including the inspection of the papers of such employees. Contractor agrees to assist the
City in regard to any random verification performed.
iv. Neither Contractor nor any subcontractor will be deemed to have materially breached the
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274a and
274b of the Federal Immigration and Nationality Act and the E-Verify requirements
prescribed by A.R.S. § 23-214(A).
Nondiscrimination. Contractor understands and acknowledges that it is the policy of the City
of Mesa to promote non-discrimination. As such, Contractor represents and warrants that it
does not discriminate against any employee or applicant for employment or person to whom it
provides services because of race, color, national origin, age, disability, religion, sex, sexual
orientation, gender identity and expression, veterans' status, marital status, or genetic
information, and represents and warrants that it complies with all applicable federal, state, and
local laws and executive orders regarding employment. In performance under this Agreement,
Contractor and Contractor's personnel will comply with applicable provisions of the following
laws (as amended): Title VII of the U.S. Civil Rights Act of 1964, Section 504 of the Federal
Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and any
other applicable non-discrimination laws and rules.
e. State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Contractor must not be in
violation of section 60) of the Federal Export Administration Act and subsequently prohibited
by the State of Arizona from selling goods or services to the City.
f. Israel Boycott Divestments. In accordance with the requirements of A.R.S. § 35-393.01, if
the Agreement requires Contractor to acquire or dispose of services, supplies, information
technology or construction with a value of $100,000 or more, then, by entering into this
Agreement, Contractor certifies that it is not currently engaged in, and agrees for the duration
of the Agreement to not engage in, a boycott of goods and services from Israel.
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10. SALES/USE TAX, OTHER TAXES.
Contractor is responsible for the payment of all taxes including federal, state, and local taxes
related to or arising out of Contractor's services under this Agreement including, by way of
illustration but not limitation, federal and state income tax, Social Security tax, unemployment
insurance taxes, and any other taxes or business license fees, as required. If any taxing
authority should deem Contractor or Contractor employees an employee of the City, or should
otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility
under this Agreement, then Contractor will indemnify the City for any tax liability, interest, and
penalties imposed upon the City.
b. The City is exempt from paying certain federal excise taxes and will furnish an exemption
certificate upon request. The City is not exempt from state and local sales/use taxes.
11. AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations,
whether or not related to the Agreement, due to the City during the performance of services under
the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or
fees and charges owed to the City.
12. PUBLIC RECORDS. Contractor acknowledges that the City is a public body, subject to Arizona's
public records laws (A.R.S. § 39-121 et seq.) and any documents related to this Agreement may
be subject to disclosure pursuant to state law in response to a public records request or to
subpoena or other judicial process.
a. If Contractor believes documents related to the Agreement contain trade secrets or other
proprietary data, Contractor must have notified the City pursuant to Mesa Procurement Rules
Section 2.1 or notified the City with a notification statement specifically identifying the trade
secrets or other proprietary data that Contractor believes should remain confidential.
In the event the City determines it is legally required to disclose pursuant to law any documents
or information Contractor deems confidential trade secrets or proprietary data, the City, to the
extent possible, will provide Contractor with prompt written notice by certified mail, fax, email
or other method that tracks delivery status of the requirement to disclose the information so
Contractor may seek a protective order from a court having jurisdiction over the matter or obtain
other appropriate remedies. The notice will include a time period for Contractor to seek court
ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor
does not obtain such court ordered protection by the expiration of said time period, the City
may release the information without further notice to Contractor.
13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six
(6) years after completion of the Agreement. The City or its authorized agent reserves the right to
inspect any records related to the performance of work specified herein. In addition, the City may
inspect all payroll, billing or other relevant records kept by Contractor in relation to the Agreement.
Contractor will permit such inspections and audits during normal business hours and upon
reasonable notice by the City. The audit of records may occur at Contractor's place of business or
at City offices, as determined by the City.
14. BACKGROUND CHECK. In accordance with the City's current background check policies, the
City may conduct criminal, driver history, and all other requested background checks of Contractor
personnel who would perform services under the Agreement who will have access to the City's
information, data, or facilities. Any officer, employee, or agent that fails the background check must
be replaced immediately for any reasonable cause not prohibited by law.
15. SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will
have final authority, based on security reasons: (i) to determine when security clearance of
Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and
including fingerprinting Contractor personnel; and (iii) to determine whether any individual or entity
may provide services under this Agreement. If the City objects to any Contractor personnel for any
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reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove
any such individual from performance of services under this Agreement.
16. DEFAULT.
a. A party will be in default of the Agreement if that party:
i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership
proceeding, makes an assignment for a creditor, or there is any similar action that affects
Contractor's capability to perform under the Agreement;
ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar
days;
iii. Conducts business in an unethical manner as set forth in the City Procurement Rules
Article 7 or in an illegal manner; or
iv. Fails to carry out any term, promise, or condition of the Agreement.
b. Contractor will be in default of this Agreement if Contractor is debarred from participating in
City procurements and solicitations in accordance with Article 6 of the City's Procurement
Rules.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party will
provide written notice to the defaulting party of the default. The defaulting party will have thirty
(30) days from receipt of the notice to cure the default, unless the default is of a nature that it
is reasonably anticipated to affect the health, safety or welfare of the public and, in such an
event, the non -defaulting party may require a minimum seven (7) days to cure the default from
the date of receipt of the notice; the cure period may be extended by mutual agreement of the
parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be
sufficient if it is reasonably calculated to provide notice of the nature and extent of such default.
Failure of the non -defaulting party to provide notice of the default does not waive any rights
under the Agreement. Failure of the defaulting party to cure the default will entitle the non -
defaulting party to the election of remedies specific to the party as set forth in section 17 below.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question
Contractor's intent or ability to perform, the City may demand that Contractor give a written
assurance of its intent and ability to perform. In the event demand is made and no written
assurance is given within ten (10) calendar days, the City may treat this failure as an
anticipatory repudiation of the Agreement entitling the City to terminate the Agreement in
accordance with section 17(a) below.
17. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy
will not preclude the use of other remedies. In the event of default:
a. The non -defaulting party may terminate the Agreement, and the termination will be effective
immediately or at such other date as specified by the terminating party.
b. The City may purchase the services or materials required under the Agreement from the open
market, complete required work itself, or have it completed at the expense of Contractor. If the
cost of obtaining substitute services exceeds the contract price in the Agreement, the City may
recover the excess cost by: (i) requiring immediate reimbursement by the Contractor to the
City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal
and performance security, if any; (iv) collection against liquidated damages (if applicable); or
(v) a combination of the aforementioned remedies or other remedies as permitted by law.
Costs in this Subsection (b) include any and all, fees, and expenses incurred in obtaining
substitute services and expended in obtaining reimbursement including, but not limited to,
administrative expenses, attorneys' fees, and costs.
c. The non -defaulting party will have all other rights granted under this Agreement and all rights
at law or in equity that may be available to it.
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d. Neither party will be liable for incidental, special, or consequential damages.
18. CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to
cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.
19. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement, in
part or in whole, for its sole convenience upon thirty (30) calendar days' written notice. Contractor
acknowledges that, as with any termination permitted under this Agreement, in the event of a
termination for convenience, Contractor is only entitled to payment in accordance with section 22
(Payment to Contractor Upon Termination); Contractor will not be entitled to any anticipated lost
profits had the Agreement been performed to completion.
20. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511 ). Pursuant to A.R.S. § 38-511,
the City may cancel this Agreement within three (3) years after its execution, without penalty or
further obligation, if any person significantly involved in initiating, securing, drafting, or creating the
Agreement for the City becomes an employee or agent of Contractor.
21. TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds
by its governing body to satisfy its obligations. If the City reasonably determines it does not have
funds to meet its obligations under this Agreement, the City will have the right to terminate the
Agreement without penalty on the last day of the fiscal period for which funds were legally available.
In the event of such termination, the City agrees to provide written notice of its intent to terminate
thirty (30) calendar days prior to the stated termination date.
22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement for
any reason, Contractor will be entitled only to payments authorized under the Agreement for those
services performed or materials provided in accordance with the Agreement up to the date of
termination, and any authorized expenses already incurred up to such date of termination. The
City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor's properly prepared final
invoice.
23. NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this Agreement unless
approved in writing and signed by the waiving party. Failure or delay to exercise any rights or
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services
hereunder, will not release the other party of any of the warranties or other obligations of the
Agreement and will not be deemed a waiver of any such rights or remedies.
24. INDEMNIFICATION; LIABILITY.
To the fullest extent permitted by law, Contractor agrees to defend, indemnify and hold
harmless the City, its elected officials, agents, representatives and employees (collectively,
including the City, "City Personnel") from and against any and all liabilities, demands, claims,
suits, penalties, obligations, losses, damages, causes of action, fines orjudgments of any kind,
including costs, attorneys', witnesses' and expert witnesses' fees, and expenses incident
thereto (all of the foregoing, collectively "Claims") imposed upon or asserted against City
Personnel by a third party relating to, arising out of or resulting from, in whole or in part: (i)
services or materials provided under this Agreement by Contractor or its officers', agents', or
employees' (collectively, including Contractor, "Contractor Personnel"): (ii) negligent acts,
errors, mistakes or omissions of Contractor Personnel; or (iii) failure of Contractor Personnel
to comply with or fulfill the obligations established by this Agreement. Contractor's
indemnification, duty to defend and hold harmless City Personnel in this Subsection (a) will
apply to all Claims against City Personnel except Claims arising solely from the negligence or
intentional acts of City Personnel.
b. The City assumes no liability for the actions of Contractor Personnel and will not indemnify or
hold Contractor Personnel or any third party harmless for Claims relating to, arising out of or
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resulting from, in whole or in part, this Agreement or use of Contractor Personnel -provided
services or materials.
25. WARRANTY. Contractor warrants that the services and materials will conform to the requirements
of the Agreement. Additionally, Contractor warrants that all services will be performed in a good,
workman -like and professional manner. The City's acceptance of services or materials provided
by Contractor will not relieve Contractor from its obligations under this warranty. If the City
reasonably determines any materials or services are of a substandard or unsatisfactory manner,
Contractor, at no additional charge to the City, will provide materials or redo such services until in
accordance with this Agreement and to the City's reasonable satisfaction.
Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current
manufacture and not discontinued, will be free of defects in materials and workmanship, will be
provided in accordance with manufacturer's standard warranty for at least one (1) year unless
otherwise specified, and will perform in accordance with manufacturer's published specifications.
26. THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to
prejudice the City's right to recover against third parties for any loss, destruction, or damage to City
property and will, at the City's request and expense, furnish to the City reasonable assistance and
cooperation in obtaining recovery, including assistance in the prosecution or defense of suit and
the execution of instruments of assignment in favor of the City.
27. NO GUARANTEE OF WORK. Contractor acknowledges and agrees: (i) it is not entitled to deliver
any specific amount of materials or services, or any materials or services at all, under this
Agreement; and (ii) the materials or services will be requested by the City on an as needed basis,
at the sole discretion of the City. Any document referencing quantities or performance frequencies
represent the City's best estimate of current requirements, but will not bind the City to purchase,
accept, or pay for materials or services which exceed its actual needs.
28. OWNERSHIP. All deliverables, services, and information provided by Contractor or the City
pursuant to this Agreement (whether electronically or manually generated) including without
limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared
in the performance of this Agreement, are the property of the City and will not be used or released
by Contractor or any other person except with prior written permission by the City.
29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity
without obtaining the prior written consent of the City.
30. PROHIBITED ACTS. Contractor acknowledges the applicability of A.R.S. § 38-504 which prohibits
a person who, within the preceding twelve (12) months, is or was a public officer or employee of
the City from representing another person (including Contractor) before the City on any matter for
which the officer or employee was directly concerned and personally participated in during their
service or employment by a substantial and material exercise of administrative discretion. Further,
while employed by the City and for two (2) years thereafter, public officers or employees are
prohibited from disclosing or using, without appropriate authorization, any confidential information
acquired by such person in the course of his or her official duties at the City.
31. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination
freight prepaid and allowed unless otherwise agreed.
32. RISK OF LOSS. Contractor agrees to bear all risk of loss, injury, or destruction of Contractor's
goods or equipment incidental to Contractor providing the services and materials under this
Agreement and such loss, injury, or destruction will not release Contractor from any obligation
hereunder.
33. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage or loss to
City real or personal property when such property is the responsibility of or in the custody of
Contractor or its personnel.
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34. WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use,
the materials and services being provided and that the City may use same without suit, trouble or
hindrance from Contractor or third parties.
35. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the warranty in section 34,
Contractor will without limitation and at its expense defend the City against all claims asserted by
any person that anything provided by Contractor infringes a patent, copyright, trade secret or other
intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees
awarded against the City in any such action, or pay any settlement of such action or claim. Each
party agrees to notify the other promptly of any matters to which this provision may apply and to
cooperate with each other in connection with such defense or settlement. If a preliminary or final
judgment is obtained against the City's use or operation of the items provided by Contractor
hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense
and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for
the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having
at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less
reasonable usage, from the time of installation acceptance through cessation of use, which amount
will be calculated on a useful life not less than five (5) years, plus any additional costs the City may
incur to acquire substitute supplies or services.
36. CONTRACT ADMINISTRATION. The contract will be administered by the applicable Purchasing
Officer and/or an authorized representative from the using department (collectively "Contractor
Administrators"); all questions regarding the Agreement will be referred to the Contract
Administrators. If authorized by the Contract Administrators, supplements or amendments may be
written to the Agreement for the addition or deletion of services. Payment will be negotiated and
determined by the Contract Administrators.
37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by
unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the
public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose
performance is so affected will, within five (5) calendar days of the unforeseeable circumstance,
notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent
such causes if it is feasible to do so or to minimize or eliminate the effect thereof. The delivery or
performance date will be extended for a period equal to the time lost by reason of delay, plus such
additional time as may be reasonably necessary to overcome the effect of the delay, provided
however, under no circumstances will delays caused by a force majeure extend beyond one
hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task
unless agreed upon by the parties.
38. COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing
agreements with other Arizona government agencies, including the Strategic Alliance for Volume
Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any
contract may be extended for use by other municipalities, school districts and government agencies
in the State of Arizona with the approval of Contractor. Any such usage by other entities must be
in accordance with the statutes, codes, ordinances, charter and/or procurement rules and
regulations of the respective government agency.
The City currently holds or may enter into Intergovernmental Governmental Agreements (IGA) with
numerous governmental entities. These agreements allow the entities, with the approval of
Contractor, to purchase their requirements under the terms and conditions of this Agreement.
A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor
who is contracted to provide services on a regular basis at an individual school shall obtain a valid
fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing
board shall adopt policies to exempt a person from the requirements of this subsection if the
person's normal job duties are not likely to result in independent access to or unsupervised contact
with pupils. A school district, its governing board members, its school council members and its
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employees are exempt from civil liability for the consequences of adoption and implementation of
policies and procedures pursuant to this subsection unless the school district, its governing board
members, its school council members or its employees are guilty of gross negligence or intentional
misconduct.
Additionally, Contractor will comply with the governing body's fingerprinting policy of each individual
school district and public entity. Contractor, subcontractors, vendors and their employees will not
provide services on school district properties until authorized by the school district.
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.
The City is not responsible for any disputes arising out of transactions made by others.
39. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price
increases will be accepted without proper request by Contractor and response by the City's
Purchasing Division.
40. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at
their respective addresses. Notices may be sent via personally delivery, certified or registered mail
with postage prepaid, overnight courier, or facsimile. If provided by personal delivery, receipt will
be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed
effective three (3) calendar days after being deposited in the United States mail. If sent via
overnight courier, or facsimile, receipt will be deemed effective two (2) calendar days after the
sending thereof.
41. GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona.
The exclusive forum selected for any proceeding or suit, in law or equity, arising from or incident to
this Agreement will be Maricopa County, Arizona.
42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto,
supersede all prior oral or written agreements, if any, between the parties and constitutes the entire
agreement between the parties with respect to the work to be performed.
43. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a
part of this Agreement as if fully stated herein.
44. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such
provision will be severed from this Agreement, which will otherwise remain in full force and effect.
The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or
unenforceability.
45. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth
rights and obligations that extend beyond completion, termination, or other expiration of this
Agreement, will survive and remain in full force and effect. Except as specifically provided in this
Agreement, completion, termination, or other expiration of this Agreement will not release any party
from any liability or obligation arising prior to the date of termination.
46. A.R.S. SECTIONS 1-501 and 1-502. Pursuant to A.R.S §§ 1-501 and 1-502, any person who
applies to the City for a local public benefit (the definition of which includes a grant, contract or
loan) must demonstrate his or her lawful presence in the United States. As this Agreement is
deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship,
Contractor agrees to sign and submit the necessary documentation to prove compliance with the
statutes if applicable.
47. AUTHORITY. Each party hereby warrants and represents that it has full power and authority to
enter into and perform this Agreement, and that the person signing on behalf of each is properly
authorized and empowered to enter into the Agreement. Each party further acknowledges that it
has read this Agreement, understands it, and agrees to be bound by it.
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48. UNIFORM ADMINISTRATIVE REQUIREMENTS. By entering into this Agreement, the Contractor
agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—
UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT
REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.
49. PCI DSS COMPLIANCE. In the event any Contractor engages in payment card transactions as
a part of the services provided to the City, Contractor shall comply with the Payment Card Industry
Data Security Standards ("PCI DSS") and any amendments or restatements of the PCI DSS during
the Term of this Agreement. Contractor accepts responsibility for the security of the City's and/or
any customer's credit card data in its possession, even if all or a portion of the services to City are
subcontracted to third parties.
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