HomeMy WebLinkAboutC2022-004 - Econolite
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Contract No. 2022-004
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ECONOLITE CONTROL PRODUCTS, INC.
THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into
as of August 17, 2021, between the Town of Fountain Hills, an Arizona municipal corporation (the
“Town”), and Econolite Control Products, Inc., a California corporation (the “Contractor”).
RECITALS
A. After a competitive procurement process, Maricopa County (“County”) entered
into Contract No. 200125-C, dated December 11, 2019, as amended (collectively, the “County
Contract”) for the Contractor to provide traffic signal poles and signal components. A copy of the
County Contract is incorporated herein by reference, to the extent not inconsistent with this
Agreement.
B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code and Section
10 of the Town Procurement Policy, to make purchases under the County Contract, at its discretion
and with the agreement of the awarded Contractor, and the County Contract permits its cooperative
use by other public entities, including the Town.
C. The Town and the Contractor desire to enter into this Agreement for the purpose of
(i) acknowledging their cooperative contractual relationship under the County Contract and this
Agreement, (ii) establishing the terms and conditions by which the Contractor may provide the
Town with fire and safety inspections, products, and service solutions (the “Materials and
Services”), and (iii) setting the maximum aggregate amount to be expended pursuant to this
Agreement related to the Materials and Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Contractor hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set forth
above and shall remain in full force and effect until May 17, 2022 (the “Initial Term”), unless
terminated as otherwise provided in this Agreement or the County Contract. After the expiration
of the Initial Term, this Agreement may be renewed for up to one successive one-year term (the
“Renewal Term”) if: (i) it is deemed in the best interests of the Town, subject to availability and
appropriation of funds for renewal in each subsequent year, (ii) the term of the County 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
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price adjustments approved as part of the County Contract), as evidenced by the Town Manager’s
signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s
failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of
the then-current term of this Agreement; provided, however, that the Town may, at its discretion
and with the agreement of the Contractor, elect to waive this requirement and renew this
Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the
“Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and
effect.
2. Scope of Work. This is an indefinite quantity and indefinite delivery Agreement
for Materials and Services under the terms and conditions of the County Contract. The Town does
not guarantee that 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 Materials and Services to the Town in such
quantities and configurations agreed upon between the parties, in a written invoice, quote, work
order or other form of written agreement describing the work to be completed (each, a “Work
Order”). Each Work Order approved and accepted by the parties pursuant to this Agreement shall
(i) contain a reference to this Agreement and the County Contract and (ii) be attached hereto as
Exhibit C and incorporated herein by reference. Work Orders submitted without referencing this
Agreement and the County Contract will be subject to rejection.
2.1 Inspection; Acceptance. All Materials and Services are subject to final
inspection and acceptance by the Town. Materials failing to conform to the requirements of this
Agreement and/or the County Contract will be held at Contractor’s risk and may be returned to the
Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of a
non-conforming Materials or Services, the Town may elect to do any or all of the following by
written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or
(iii) bring the Materials or Services into compliance and withhold the cost of same from any
payments due to the Contractor.
2.2 Cancellation. The Town reserves the right to cancel Work Orders within a
reasonable period of time after issuance. Should a Work Order be canceled, the Town agrees to
reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor
due to and after issuance of the Work Order. The Town will not reimburse the Contractor for any
costs incurred after receipt of Town notice of cancellation, or for lost profits, shipment of product
prior to issuance of Work Order or for anything not expressly permitted pursuant to this Agreement.
3. Compensation. The Town shall pay Contractor for the Term and for each an
aggregate amount not to exceed $52,550.40 for the Materials at the rates agreed to in the County
Contract.
4. Payments. The Town shall pay the Contractor monthly, based upon acceptance and
delivery of Materials and/or Services performed and completed to date, and upon submission and
approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the County
Contract and (ii) document and itemize all work completed to date. The invoice statement shall
include a record of materials delivered, time expended, and work performed in sufficient detail to
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justify payment. Additionally, invoices submitted without referencing this Agreement and the
County Contract will be subject to rejection and may be returned.
5. Records and Audit Rights. To ensure that the Contractor and its subcontractors are
complying with the warranty under Section 6 below, Contractor’s and its subcontractors’ books,
records, correspondence, accounting procedures and practices, and any other supporting evidence
relating to this Agreement, including the papers of any Contractor and its subcontractors’
employees who perform any work or services pursuant to this Agreement (all of the foregoing
hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or
reproduction during normal working hours by the Town, to the extent necessary to adequately
permit evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona
employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to
audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights
to keep such Records confidential. For the purpose of evaluating or verifying such actual or
claimed costs or units expended, the Town shall have access to said Records, even if located at its
subcontractors’ facilities, from the effective date of this Agreement for the duration of the work
and until three years after the date of final payment by the Town to Contractor pursuant to this
Agreement. Contractor and its subcontractors shall provide the Town with adequate and
appropriate workspace so that the Town can conduct audits in compliance with the provisions of
this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of
intended audits. Contractor shall require its subcontractors to comply with the provisions of this
Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
6. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-
4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws
and regulations that relate to their employees and their compliance with the E-verify requirements
under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractors’ failure to comply with
such warranty shall be deemed a material breach of this Agreement and may result in the
termination of this Agreement by the Town.
7. Israel. Contractor certifies that it is not currently engaged in and agrees for the
duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ.
REV. STAT. § 35-393, of Israel.
8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to
ARIZ. REV. STAT. § 38-511.
9. Applicable Law; Venue. This Agreement shall be governed by the laws of the State
of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa
County, Arizona.
10. Agreement Subject to Appropriation. The Town is obligated only to pay its
obligations set forth in this Agreement as may lawfully be made from funds appropriated and
budgeted for that purpose during the Town’s then current fiscal year. The Town’s obligations
under this Agreement are current expenses subject to the “budget law” and the unfettered
legislative discretion of the Town concerning budgeted purposes and appropriation of funds.
Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this
Agreement shall be deemed terminated at the end of the then-current fiscal year term for which
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such funds were appropriated and budgeted for such purpose and the Town shall be relieved of
any subsequent obligation under this Agreement. The parties agree that the Town has no obligation
or duty of good faith to budget or appropriate the payment of the Town’s obligations set forth in
this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement
is executed and delivered. The Town shall be the sole judge and authority in determining the
availability of funds for its obligations under this Agreement. The Town shall keep Contractor
informed as to the availability of funds for this Agreement. The obligation of the Town to make
any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town.
Contractor hereby waives any and all rights to bring any claim against the Town from or relating
in any w ay to the Town’s termination of this Agreement pursuant to this section.
11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among
the terms of this Agreement, any Town-approved work orders, the County Contract, and invoices,
the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in
conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in
conflict with the terms of this Agreement or the County Contract (collectively, the “Unauthorized
Conditions”), other than the Town’s project-specific requirements, are expressly declared void and
shall be of no force and effect. Acceptance by the Town of any work order or invoice containing
any such Unauthorized Conditions or failure to demand full compliance with the terms and
conditions set forth in this Agreement or under the County Contract shall not alter such terms and
conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements
and obligations in the performance of this Agreement.
12. Rights and Privileges. To the extent provided under the County Contract, the Town
shall be afforded all of the rights and privileges afforded to the County and shall be “County ” (as
defined in the County Contract) for the purposes of the portions of the County Contract that are
incorporated herein by reference.
13. Indemnification; Insurance. In addition to and in no way limiting the provisions set
forth in Section 12 above, the Town shall be afforded all of the insurance coverage and
indemnifications afforded to the County to the extent provided under the County Contract, and
such insurance coverage and indemnifications shall inure and apply with equal effect to the Town
under this Agreement including, but not limited to, the Contractor’s obligation to provide the
indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold
harmless the Town and each council member, officer, employee or agent thereof (the Town and
any such person being herein called an “Indemnified Party”), for, from and against any and all
losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable
attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified
Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such
Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the
negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work
or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the
performance of this Agreement.
14. Notices and Requests. Any notice or other communication required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have been duly given if
(i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered
or certified, return receipt requested, to the address set forth below or (iii) given to a recognized
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and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Aaron D. Arnson, Town Attorney
If to Contractor: Econolite Control Products, Inc.
Dept LA 24173
Pasadena, Ca. 91185-4173
Attn: Lori MacIntyre
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received: (i) when delivered to the party, (ii) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (iii) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party’s counsel or other recipient, the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party, and not its counsel or other recipient to which a copy of the
notice may be sent, is deemed to have received the notice.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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, Town Manager
ATTEST:
Elizabeth A. Klein, Town Clerk
APPROVED AS TO FORM:
Aaron D. Arnson, Town Attorney
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
Elizabeth Klein (Oct 7, 2021 08:32 PDT)
“Contractor”
____________________________________,
By:
Name:
Title:
Econolite Control Products, Inc.
Lori MacIntyre (Jun 7, 2021 09:12 PDT)
Lori MacIntyre
Lori MacIntyre
Sr. Account Manager
EXHIBIT A
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ECONOLITE CONTROL PRODUCTS, INC.
[County Contract]
See following pages.
EXHIBIT A
EXHIBIT B
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ECONOLITE CONTROL PRODUCTS, INC.
[Pricing/Quote]
See following pages.
Quotation
1250 N. Tustin Ave. Anaheim, Ca. 92807
econolite.com/feedback
Page 1
4/27/2021
To:
Item # Part Qty Description Tariff Price per Extended
1 COB21100110
000
14 COBALT G-SERIES, TS1, NO
RECEPTACLE NO DATAKEY, NO
COMM CARD
$24.00 $3,450.00 $48,300.00
*NOTE: Pricing used from shared
Maricopa County contract
#: 200125-C tariffs excluded per
contract.
Justin Weldy
Fountain Hills
16705 E. Avenue of the Fountains
Fountain Hills, AZ 85268
USA
Quote Name: Paradise Valley Cobalts
Project Reference:
Econolite Reference: Q-04208-C2Q8
Quote #: SWQ-042721B
SubTotal $48,300.00
Shipping & Handling*
Approx Taxes** 8.8% $4,250.40
Tariffs** $00.00
TOTAL $52,550.40
EXHIBIT B
Quotation
1250 N. Tustin Ave. Anaheim, Ca. 92807
econolite.com/feedback
Page 2
Unless specifically requested or noted on this quotation, the product(s) quoted herein may or may not
comply with any Buy America requirements.
Cabinet designs are considered final at time of order. Changes requested after date of order may result in
additional fees and extended shipping lead times.
The information transmitted is intended only for the person or entity to which it is addressed and may
contain confidential and/or legally privileged material. Any review, retransmission, dissemination, or other
use of, or taking of any action in reliance upon, this information by persons or entities other than the
intended recipient is prohibited except as required by law.
Quote Valid For Days: 30
FOB: Econolite Factory
Terms: NET30
*Ship Terms: PPD
**Taxes and Tariffs Estimated (if included)
Lori MacIntyre
Lori MacIntyre, Account Manager, Senior
Mobile: +1 7143922318
lmacintyre@econolite.com
Shipping Date: To be determined at time of receipt of order
Council 8/17: Contract 2022-004 Econolite
Interim Agreement Report 2021-08-05
Created:2021-06-07
By:Rob Durham (rdurham@fh.az.gov)
Status:Out for Approval
Transaction ID:CBJCHBCAABAAz4L-e14Yb-x5mvVVumc3YJLhiuY6F214
Agreement History
Agreement history is the list of the events that have impacted the status of the agreement prior to the final signature. A final audit report will
be generated when the agreement is complete.
"Council 8/17: Contract 2022-004 Econolite" History
Document created by Rob Durham (rdurham@fh.az.gov)
2021-06-07 - 3:25:58 PM GMT- IP address: 184.178.192.162
Document emailed to Lori MacIntyre (lmacintyre@econolite.com) for signature
2021-06-07 - 3:26:21 PM GMT
Email viewed by Lori MacIntyre (lmacintyre@econolite.com)
2021-06-07 - 4:11:00 PM GMT- IP address: 104.129.198.246
Document e-signed by Lori MacIntyre (lmacintyre@econolite.com)
Signature Date: 2021-06-07 - 4:12:02 PM GMT - Time Source: server- IP address: 104.129.198.246
Document emailed to Rob Durham (rdurham@fh.az.gov) for approval
2021-06-07 - 4:12:04 PM GMT
Email viewed by Rob Durham (rdurham@fh.az.gov)
2021-06-07 - 4:14:14 PM GMT- IP address: 184.178.192.162
Email viewed by Rob Durham (rdurham@fh.az.gov)
2021-06-10 - 4:20:30 PM GMT- IP address: 184.178.192.162
Email viewed by Rob Durham (rdurham@fh.az.gov)
2021-06-16 - 4:21:33 PM GMT- IP address: 184.178.192.162
Email viewed by Rob Durham (rdurham@fh.az.gov)
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Email viewed by Rob Durham (rdurham@fh.az.gov)
2021-06-22 - 4:36:37 PM GMT- IP address: 136.144.33.11
Email viewed by Rob Durham (rdurham@fh.az.gov)
2021-06-25 - 4:19:12 PM GMT- IP address: 70.176.82.94
Email viewed by Rob Durham (rdurham@fh.az.gov)
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Email viewed by Rob Durham (rdurham@fh.az.gov)
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Email viewed by Rob Durham (rdurham@fh.az.gov)
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Email viewed by Rob Durham (rdurham@fh.az.gov)
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Email viewed by Rob Durham (rdurham@fh.az.gov)
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Email viewed by Rob Durham (rdurham@fh.az.gov)
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Email viewed by Rob Durham (rdurham@fh.az.gov)
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Email viewed by Rob Durham (rdurham@fh.az.gov)
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