CTR073960_Contract_Amendment_Summary_One__1_.pdf

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson Street, MD 100P

Phoenix, AZ 85007

Contract Amendment Summary CONTRACTOR: Tartan Oil AMENDMENT NO.: One (1) DESCRIPTION: Bulk Fuel & Bulk Fuel Propane

Rev. 04/2020

Procurement

Pursuant to the Uniform Terms and Conditions, Section 5, Contract Changes, the above referenced contract is amended. Summary of changes is as follows:

1. In accordance with Uniform Terms and Conditions, Section 5.3, Assignment and Delegation, effective

November 7, 2024, the Department hereby assigns the above referenced contract to:

Tartan Oil LLC Attn: Josh Epperson 5508 as Drive Knoxville, TN 37909

2. The assigned contract number (CTR063573) is changed to: CTR073960

3. All other terms, conditions and provisions of this contract remain unchanged.

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1655 W. Jackson St. | MD 100P | Phoenix, AZ 85007 | azdot.gov

Procurement Katie Hobbs, Governor Jennifer Toth, Director

Kristine Ward, Deputy Director, Chief Financial Officer

May 30, 2024

Josh Epperson Division Director, Government Sales Saratoga Rack, LLC 5508 Lonas Drive Knoxville, TN 37909

Consent to Assignment

Dear Mr. Epperson:

The Arizona Department of Transportation has received the information in the letter dated May 13, 2024 pertaining to company changes that affect the current ADOT contract:

CTR063573 – Bulk Fuel and Bulk Fuel Propane

Attached is the Consent to Assignment for the above mentioned contract. This will need to be completed as required. ADOT is also requesting a copy of verifiable documentation of the sale. Tartan Oil, LLC is not in the states eProcurement system; however ADOT encourages the update of the company profile in app.az.gov.

Please complete the attached forms along with verifiable documents of the sale. If you have any questions or concerns, please feel free to contact me.

Sincerely, Kim Matura Sr. Procurement Officer Enclosures: Consent of Assignment

DocuSign Envelope ID: E8157FCD-B2C7-43F1-9815-92DC56460640

Consent to Assignment

1655 W. Jackson St. MD 100P | Phoenix, AZ 85007 | azdot.gov

Rev. 05/2024

Procurement Katie Hobbs, Governor Jennifer Toth, Director

Kristine Ward, Deputy Director, Chief Financial Officer

CTR063573

Bulk Fuel and Bulk Fuel Propane

Saratoga Rack Marketing LLC hereinafter referred to as the "ASSIGNOR," hereby represents and warrants that the ASSIGNOR desires to assign CTR063573 for Bulk Fuel and Bulk Fuel Propane, hereinafter the “CONTRACT” to Tartan Oil LLC, hereinafter referred to as the "ASSIGNEE

ASSIGNOR warrants and represents ASSIGNOR has full right and authority to transfer the CONTRACT and the contract rights upon execution of this document.

THEREFORE, essential to the DEPARTMENT consenting to the assignment of the Contract from ASSIGNOR to ASSIGNEE, ASSIGNOR and ASSIGNEE represent, warrant, and agree with the DEPARTMENT to the following statements:

1. ASSIGNEE represents and warrants that:

(a) it has read and understands the terms and conditions of the Contract;

(b) it has thorough knowledge of all work performed by ASSIGNOR under the Contract; and

(c) any remaining work under the Contract can and shall be performed in a timely and satisfactory manner for the remaining Term of the Contract.

2. ASSIGNOR warrants and represents that the CONTRACT is in full force and effect and is fully assignable.

3. ASSIGNOR and ASSIGNEE hereby acknowledge and agree with the DEPARTMENT that upon the date of signatures that neither ASSIGNOR nor ASSIGNEE have basis for filing any claim against the DEPARTMENT in connection with the CONTRACT; and that no event has occurred which itself constitutes or would in the future constitute a default under the terms of the CONTRACT.

4. ASSIGNEE understands and agrees that it shall assume and be responsible for all obligations of ASSIGNOR under the CONTRACT, including but not limited to those pertaining to the quality and workmanship of all work performed by ASSIGNOR, and shall fully warrant such work in accordance with the requirements of the CONTRACT.

5. ASSIGNOR hereby releases and discharges the DEPARTMENT from any and all claims and liabilities relating to or arising out of the CONTRACT. Further, ASSIGNOR understands and agrees that this consent shall not relieve ASSIGNOR of any of the obligations to be observed and performed by ASSIGNOR under the CONTRACT and that this consent shall not be construed as a waiver or limitation of any right the DEPARTMENT has or may have against ASSIGNOR, and all rights of the DEPARTMENT under the CONTRACT and/or under the law are expressly reserved.

As witnessed below the ASSIGNOR and ASSIGNEE have executed this Agreement.

ASSIGNOR: Saratoga Rack Marketing LLC

By:

Authorized Representative Signature Date

Jesus Guerra, SVP, Chief Operating Officer Printed Name / Title

ASSIGNEE: Tartan Oil LLC

Authorized Representative Signature Date

John Boardman, VP, Chief Financial Officer Printed Name / Title

The DEPARTMENT hereby consents to this Assignment, effective as of this Day of , 20 .

Docusign Envelope ID: A9A18951-B9C2-4B71-BD1C-EDF9B6D64413

8/29/2024 | 5:55 AM PDT 8/29/2024 | 9:44 AM EDT

Docusign Envelope ID: 6C87F512-090D-4D29-92C2-4A39EB093305

29 August 24

THE DEPARTMENT OF TRANSPORTATION,

Kim Matura, Procurement Officer

Docusign Envelope ID: A9A18951-B9C2-4B71-BD1C-EDF9B6D64413Docusign Envelope ID: 6C87F512-090D-4D29-92C2-4A39EB093305

OFFER AND ACCEPTANCE

Solicitation No: BPM Available online at https://app.az.gov

Rev 09/2022

OFFER

TO THE STATE OF ARIZONA:

The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and amendments of this solicitation and any written exceptions in the offer. Signature also acknowledges receipt of all pages indicated in the Table of Contents.

Offeror (Company) Name Signature of Person Authorized to Sign Offer

Address Printed Name Date

City State Zip Title

Email Address Phone Number

Company Email Address Fax Number

By signature in the Offer section above, the Offeror certifies that the submission of the Offer did not involve collusion or other anticompetitive practices.

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

The Contractor is now bound to perform based upon Contract Number CTR073960 including all terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the state.

The Contractor is hereby cautioned not to commence any billable work or provide any material, service or construction under this contract until contractor receives a purchase order document.

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

Tartan Oil LLC

5508 Lonas Dr.

Knoxville, TN 37909

GovBiz@TartanOil.com

GovBiz@TartanOil.com

Jesus Guerra 11/6/2024

SVP, COO

865.410.4384

865.297.9749

Docusign Envelope ID: F107D95C-6097-48C6-825B-60E6DE52BFF4Docusign Envelope ID: 6012B5AE-D0DF-4A72-8D41-D404DE54184D

11/7/2024

November 247th https://app.az.gov/

Procurement OFFER AND ACCEPTANCE

Solicitation No: BPM04763 Available online at https://app.az.gov

Rev 04/2020

OFFER

TO THE STATE OF ARIZONA:

The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and amendments of this solicitation and any written exceptions in the offer. Signature also acknowledges receipt of all pages indicated in the Table of Contents.

Offeror (Company) Name Signature of Person Authorized to Sign Offer

Address Printed Name Date

City State Zip Title

Email Address Phone Number

Company Email Address Fax Number

By signature in the Offer section above, the Offeror certifies that the submission of the Offer did not involve collusion or other anticompetitive practices.

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

The Contractor is now bound to perform based upon Contract Number _________________________________including all terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the state.

The Contractor is hereby cautioned not to commence any billable work or provide any material, service or construction under this contract until contractor receives a purchase order document.

State of Arizona

Effective this 17 day of November 2022

Procurement Officer Awarded Date

Saratoga Rack Marketing LLC

5508 Lonas Dr.

Knoxville TN 37909

GovBiz@Saratogarack.com

Bill Cashmareck

Vice President Business Development

865.410.4384

CTR063145

GovBiz@Saratogarack.com

9/7/2022

DocuSign Envelope ID: FA034E8C-D491-48BA-A83E-6AC6AECA4ABFDocuSign Envelope ID: 7E999529-B015-484A-9178-75AA10A6BBCA

11/17/2022

Rev. 04/2020

STATE OF ARIZONA

1739 W. Jackson St., Ste. A Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM004763

DESCRIPTION: Bulk Fuel and Bulk Fuel Propane

QUESTIONS: Inquiries regarding the solicitation are to be submitted online through the State’s e-Procurement system, Arizona Procurement Portal (APP) (https://app.az.gov/) using the Discussion Forum tab.

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Kim Matura Procurement Officer Phone: 602-712-7686 Email: kmatura@azdot.gov

This solicitation is issued in accordance with A.R.S. §41-2534 and A.A.C. R2-7-C301 et seq., Competitive Sealed Proposals.

“An Equal Opportunity Agency”

The Arizona Department of Transportation, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252.42 U.S.C. §§ 2000d-4) and the Americans with Disabilities Act (ADA), hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin in consideration for an award.

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-2089. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.

Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602) 712-2089.

TABLE OF CONTENTS

Solicitation No: BPM004763 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 9

Uniform Terms and Conditions 19

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 28

2 - Title VI/Non-Discrimination Assurances Appendix E 30

3 – Quarterly Usage Report 32

4 – ADOT Fuel Tank Location and Annual Estimated Usage 33

5 – ADOC Fuel Tank Location and Annual Estimated Usage 44

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Bulk Fuel and Bulk Fuel Propane.

2. General Requirements

2.1. Bulk Fuel Delivery Method

2.1.1. The method of delivery is either “Tank Wagon” “Truck”, “Pump Truck” “Tanker Truck” or

“Truck/Trailer.” This has been determined by tank capacity, location of tanks and/or frequency of deliveries for the smaller tanks before larger tanks can accept a sizeable load.

Customer shall communicate to contractor any special fitting needs.

2.1.2. Contractor shall be prepared, upon delivery, for pumping into above ground tanks if designated by eligible agency.

2.1.3. Delivery before 1:00 pm if it is preferred by the eligible agency.

2.1.4. Ordered quantity versus delivered quantity. If there is a discrepancy with the quantity ordered verses quantity delivered, the order pricing tier shall prevail. With the exception that the eligible agency has insufficient space in the tank to deliver ordered quantity. If insufficient space in the tank is noted, the Contractor will adjust the pricing tier as necessary and communicate that to the eligible agency. Contractor shall make every reasonable effort to deliver ordered quantity.

2.1.5. This contract is for the purchase of Bulk Fuel. Bulk Fuel is defined as 500 gallons or more.

500 gallons is limited to a combined fuel order per site. If a combined fuel type of 500 gallons of fuel is not ordered per site, the contractor may apply a special order quantity fee. Any special order quantity fee to be noted at upon order and prior to delivery. The special order quantity fee shall be listed on the Pricing Spreadsheet.

2.2. Bulk Fuel Delivery Ticket

2.2.1. A delivery ticket which delineates the Contractor’s name, address, type of fuel being delivered, grade of fuel being delivered, and the fuel tank monitoring gage reading of the site’s fuel tank prior to unloading and again once fuel has been loaded. The delivery ticket shall be provided at the time of each delivery and left at the fuel site. A copy of the same delivery ticket shall be emailed to the individual listed on the eligible agencies’ purchase order within three (3) business days of delivery. The State shall only authorize payment for the actual (net) quantity of fuel delivered to each site.

a. Time and execution of deliveries for each county need to be completed before seventy-two (72) hours of issuance of purchase order unless authorized by the eligible agency.

3. ARIZONA DEPARTMENT OF TRANSPORTATION REQUIREMENTS

The following shall apply to the Arizona Department of Transportation (ADOT) only.

3.1. Northern locations designated by agencies require Winter Blended Diesel Fuel with a “pour point additive” which will take it to (-40 or -20 degrees) below zero from October 1st to April 1st. Blending is to be done prior to delivery at these sites from October 1st to April 1st. Additive type must be stated on delivery ticket.

3.2. Above-ground tanks may require the Contractor to provide pump with hose. The Contractor must contact the eligible agency to verify before delivery.

3.3. Contractor must report spills within one (1) hour of the incident and any spill over one (1) gallon is considered a reportable spill to the agency. The Contractor must report a spill to:

ADOT Fuel Systems Management at 602-712-6526 when spillage occurs. If spill occurs after regular business hours, contact 602-712-6466.

4. ARIZONA DEPARTMENT OF CORRECTIONS REQUIREMENTS

The following shall apply to the Arizona Department of Corrections (DOC) only.

4.1. The State will require the implementation of a “Key Fill” Program to monitor the tank capacity and ensure both Bulk Fuels and Bulk Fuel Propane tanks are always filled with their designated fuels if the tank is measured below key.

4.2. Contraband – Arizona Department of Corrections

4.2.1. Any person who takes contraband into or out of, or attempts to take into or out of a correctional facility or the grounds belonging to or adjacent to a correctional facility, any item not specifically authorized by the correctional facility shall be prosecuted under the provisions of the Arizona Revised Statutes. All personnel, including employees and visitors, entering upon these confines are subject to routine searches of their person, vehicles, property or packages.

4.2.2. Definition A.R.S §13-2501: Contraband means any dangerous drug, narcotic drug, intoxicating liquor of any kind, deadly weapon, dangerous instrument, explosive or any other article whose use or possession would endanger the safety, security, or preservation of order in a correctional facility or any person therein. (Any other article includes any substance which could cause abnormal behavior, i.e. marijuana, non-prescription medication, etc.)

4.3. PROMOTING PRISON CONTRABAND A.R.S. §13-2505

4.3.1. A person, not otherwise authorized by law, commits promoting prison contraband:

a. By knowingly taking contraband into a correctional facility or the grounds of such a facility.

b. By knowingly conveying contraband to any person confined in a correctional facility.

c. By knowingly making, obtaining or possessing contraband while being confined in a correctional facility.

d. Promoting prison contraband is a class 5 felony.

5. Fuel Specifications

5.1. Gasoline and Oxygenated Fuels

5.1.1. All Gasoline shall conform to American Society for Testing and Materials (ASTM) Standard

Specification D4814-01A for the State of Arizona and any ASTM revision thereafter, subject to the rules, regulations and Clean Air Act waivers of the U.S Environmental Protection Agency (EPA), and Arizona State Statutes which require the use of reformulated oxygenated gasoline and specify maximum vapor pressures for certain areas.

5.1.2. All regular grade unleaded gasoline fuel shall have a minimum octane (RON plus MON/2) of 87.

5.1.3. All oxygenated or blended fuels shall conform to the ASTM D4814 standard specifications for the State of Arizona and meet any EPA waivers for oxygenated or blended fuels.

5.1.4. All fuels shall be blended for climatic conditions and local requirements at each delivery site, i.e. summer/winter blends.

5.1.5. Fuel suppliers are responsible for any fuel delivered that can be verified and does not meet the mixing parameters listed in the Scope of Work and that subsequently cause damage to the states fleet

5.2. Diesel Fuel

5.2.1. All diesel fuel shall conform to ASTM D975-02 standard specifications for No. 2 diesel fuel for the State of Arizona and any ASTM revisions thereafter, and EPA’s Ultra Low Sulfur Diesel (ULSD) fuel standards.

5.2.2. All fuels shall be blended for climatic conditions and local requirements at each delivery site, i.e. summer/winter blends.

5.2.3. Fuel suppliers are responsible for any fuel delivered that can be verified and does not meet the mixing parameters listed in the Scope of Work and that subsequently cause damage to the states fleet.

5.2.4. Winter blended diesel fuel will contain a “pour point additive” which will take it to -40 degrees below zero for above ground tanks and -20 degrees for below zero for below ground tanks from October 1st to April 1st. Bidder shall identify type of additive offered on the delivery ticket.

5.2.5. Contractor must have a procedure in place to correct any possible gelling issues that involve winterizing agents.

5.3. Liquid Propane Gas (LPG)

5.3.1. All propane shall conform to ASTM D1835-97 standard specifications and be automotive grade, “LPG-HD5” and all State and Federal regulations.

5.3.2. Provision of Tank: If required, Contractor shall provide and install the appropriate sized tank (with dispenser if needed) for any eligible agency locations requesting propane. All requested tanks shall be new or approved refurbished tanks.

5.3.3. Tanks must comply with all federal, State, and Local safety standards and code requirements.

5.3.4. Contractor shall be responsible for obtaining all permits required for installation of an above ground LPG fuel site.

5.3.5. This contract is for the purchase of Bulk Fuel Propane. Bulk Fuel Propane is defined as 50 gallons or more. 50 gallons is a combined propane order per site. If a combined 50 gallons of propane is not ordered per site the contractor may apply a special order quantity fee.

Any special order quantity fee to be noted at upon order and prior to delivery. The special order quantity fee shall be listed on the Pricing Spreadsheet.

5.4. Ethanol

5.4.1. Ethanol product(s) shall be provided in compliance with U.S Department of Energy, Energy

Policy Act of 1992, and all State and Federal regulations and must conform to ASTM D 5798 standard specifications and any ASTM revisions thereafter.

5.4.2. The State will not accept Ethanol Blends in gasoline and diesel above 10% content.

6. Pricing

6.1. Fuel/Diesel Pricing Stricture: Pricing will be two-facets (OPIS Daily A.M. Rack Rate and Contractor’s Margin) as identified below:

6.1.1. Oil Price Information Service (OPIS) Daily 10 A.M. Eastern Standard Time (EST) Rack Rate

(to include rack choice location):

a. The choice of rack location (Phoenix, Tucson, etc.) to be used as the daily OPIS price of each day rack shall remain consistent for the life of the contract. Rack choice shall be noted on the invoice.

b. Each county price in the State will conform to the daily OPIS price for the daily A.M.

rack rate.

6.1.2. Contractor’s Margin (to include delivery fee and Contractor’s mark-up) which is identified as a dollar amount per gallon)

a. The Contractor’s Margin shall include all costs required to deliver and unload fuel into requesting agency’s storage tank.

b. The Contractor’s Margin shall be identified as an additional cost per gallon and listed on the pricing sheet attachment.

c. The Contractor shall list the margin as a separate line item on the Delivery ticket and invoice as specified in the Special Terms and Conditions section 6.

6.2. Propane Pricing Structure: Pricing will be two-facets (Principal Average Monte Belvieu price and Contractor’s Margin) as identified below:

6.2.1. Principal Average Mont Belvieu price: The price published bt Butane-Propane News (BPN) in the “Weekly Propane Newsletter” each Thursday shall be in effect for purchases beginning Monday of the next week. If BPN does not publish a price for Mont Belvieu in the current week, the most recent published price shall prevail.

6.2.2. The Contractor may use Oil Price Information Service (OPIS), in order to determine the actual purchase price in lieu of the BPM published price.

6.2.3. Contractor’s Margin (To include delivery fee and Contractor’s mark up) which is identified as a dollar amount per gallon:

a. The Contractor’s Margin shall include all costs required to deliver and unload fuel into eligible agency’s storage tank.

b. The Contractor’s Margin shall be identified as an additional cost per gallon and listed in the pricing sheet attachment.

c. The Contractor shall list the margin as a separate line item on the Delivery ticket and invoice as specified in the Special Terms and Conditions section 6.

6.3. Propane Rental/Purchasing Price Structure: The Eligible agency may rent or purchase propane tanks as necessary:

6.3.1. Rental: Pricing for a rental of new or approved refurbished propane tank ans one dispenser (1-gallon meter), if required, shall be based on a one-time annual fee. An estimate for the rental of the equipment must be approved in writing by the eligible agency.

6.3.2. Purchase: The eligible agency may purchase propane tanks at their discretion. An estimate for the purchase of the tank must be submitted with any and all costs associated with the purchase to include installation and setup fees as listed in section 5.3 of Scope of Work. In addition the estimate must be approved in writing by the eligible agency.

7. Contractor’s Responsibilities

7.1. The Contractor shall be required, upon delivery, to pump all fuels from containers into using agency’s storage tanks. It is the responsibility of the Contractor to supply pumps, hoses, etc. to appropriately pump the fuels to the storage tanks.

7.2. The Contractor shall ensure delivery of correct quantities ordered. All deliveries are subject to two percent (2%) plus/minus. Contractor must endeavor to deliver amount ordered by the eligible agency at all times..

7.3. The Contractor must have a daily Oil Pricing Information Service (OPIS) subscription for fuel.

7.4. The Contractor must have a Butane-Propane News (BPN) subscription for propane or Oil Pricing

Information Service (OPIS) subscription for propane.

7.5. The Contractors are responsible for any fuel delivered that can be verified and does not meet the mixing parameters listed in the Scope of Work and that subsequently cause damage to the

State’s fleet.

7.6. The Contractor shall be responsible for clean-up of all spillage, which may occur during transit, loading or unloading operations. Definition of a spill is in the amount of One (1) gallon; also the spill bucket or spill box must be free of debris and fuel at completion of the delivery.

7.7. The Contractor shall immediately report any spillage or damage to the using agency. Clean up of spillage and/or repairs to the damaged equipment shall be performed by contractor in accordance with EPA and State of Arizona guidelines. (See section 3 for ADOT requirements).

Fuel delivery trucks shall at all times comply with current State of Arizona and Federal regulations pertaining to fuel vapor control.

7.8. Emergency

7.8.1. During a natural disaster, or homeland security event, there may be a need for the State to access the Contractor’s business for products and/or services twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year. The need could be for a pick up or a delivery. For this purpose, a primary and secondary emergency representative name and phone number are required during the term of any resultant contract. It is critical to the State this information remains current at all times. All products or services provided to meet an emergency request are to be supplied as per the contract prices, terms and conditions. The Contractor shall be compensated for an after hours emergency opening of the business, if any, at the rate identified.

8. Department’s Responsibilities

8.1. The Eligible Agencies will provide final acceptance and approval of any product delivered.

8.2. The Eligible Agencies will provide authorization as necessary for any work approved as listed in the Scope of Work.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

The term of any resultant contract shall commence on the effective date of award and shall continue for a period of twelve (12) months thereafter, unless terminated, cancelled or extended as otherwise provided herein.

2. CONTRACT EXTENSION

By mutual written contract amendment, any resultant contract may be extended for supplemental periods of up to a maximum of forty-eight (48) months.

3. ELIGIBLE AGENCIES

This contract shall be for the use of all State of Arizona departments, agencies and boards. In addition, eligible universities, political subdivisions and nonprofit educational or public health institutions may participate at their discretion. In order to participate in any resultant contract, a university, political subdivision or nonprofit educational or public health institution must have entered into a cooperative purchasing agreement with the State Procurement Office as required by A.R.S. §41-2632. This cooperative purchasing agreement must be in effect at the time of order. The Contractor shall verify if an ordering entity is an eligible cooperative purchasing member before selling materials to or providing services for them under the contract. The current list of cooperative purchasing members is available on the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting.

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non‐ profit organizations, other state governments, the federal government and tribal nations. For reference, “non‐profit organizations” are defined in A.R.S. § 41‐2631(4) as any nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.

4. NON-EXCLUSIVE CONTRACT

This contract shall be for the sole convenience of the Department. The Department reserves the right to obtain like goods or services from another source when necessary. The Off-Contract Purchase Authorization and subsequent procurement shall be consistent with the Arizona Procurement Code.

5. ORDERING PROCESS

Eligible Agencies shall issue a purchase order to the Contractor. Each purchase order must cite the contract number. This purchase order shall be the only document required for an Eligible Agency to order and the Contractor to deliver the material and/or service.

Any attempts to represent any material and/or service not specifically awarded as being under contract is a breach of the contract and a violation of the Arizona Procurement Code. Any such https://spo.az.gov/suppliers/usage-reporting action is subject to the legal and contractual remedies available to the State inclusive of but not limited to contract cancellation, suspension and/or debarment of the Contractor.

Contractor shall acknowledge each order from Eligible Agencies in conformance with each agency’s instructions given at the time of ordering. Orders from eligible cooperative purchasing members create no obligation on State’s part. Notwithstanding, the Contractor shall fulfill orders under the Contract to any Eligible Agency. The Contractor’s refusal to do so would be a material breach of the Contract.

6. INVOICING REQUIREMENTS

Separate invoices are required for each delivery of service and shall include at a minimum:

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

Oil Price Information Service (OPIS) rate

Margin rate

Delivery date

All invoices must clearly outline: type of fuel, rack price, contracted price (plus or minus rack), applicable taxes, delivery date and description of any extra fees (environmental fee, etc.).

Invoices not sent to the proper address, or not containing the necessary and required information may delay payment. A Contractor whose payments are delayed due to improper invoicing shall make no claim against the Department or the State for late or finance charges.

The Department will make every effort to process payment within thirty (30) calendar days after acceptance of services. Delivery of the service to the Department does not constitute acceptance.

The date the Department accepts delivery of services shall be the valid date for starting the thirty (30) calendar day payment period.

Payment due dates, including discount periods, will be computed from the date of acceptance or date of correct invoice (whichever is later) to the date the Department’s warrant is mailed.

7. ESTIMATED USAGE

The Department anticipates considerable usage under this contract. The Department reserves the right to increase or decrease actual quantities ordered as circumstances may require. No guarantees are made concerning actual purchases under this contract.

8. PRICE REDUCTION

A price reduction adjustment may be offered at any time during the term of the contract and shall become effective upon notice through a written contract amendment.

9. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

10. CONTRACT ADMINISTRATION

The contractor shall contact the Procurement Officer for guidance or direction in matters of contract interpretation or questions regarding the terms, conditions or scope of the contract.

11. NOTICES

All notices, requests, demands, consents, approvals, and other communications which may or are required to be served or given hereunder (for the purposes of this provisions collectively called “Notices”), shall be in writing and shall be sent by certified United States mail, return receipt requested, or by any other method that provides evidence of receipt, addressed to the party or parties to receive such notice as follows:

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

1739 W. Jackson Street, MD 100P Phoenix, Arizona 85007-3276

b. If intended for the Contractor, to the address as identified in the Contractor’s electronic vendor profile.

Or to such other address as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such notice is received as shown on the return receipt. Furthermore, such notice may be given by delivering personally such notice, if intended for the State, to the Arizona Department of Transportation, Procurement Officer and, if intended for the Contractor, to the person named on the Offer & Contract Award of this contract, or to such other person as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be deemed to have been given as of the date such notice is personally delivered to the other party.

12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

This Contract may be cancelled if the Contractor or any subcontractors or others in the employ or under the supervision of the Contractor or subcontractors is found to be in possession of weapons.

Possession of weapons (firearms, explosive devices, knives or blades of more than three (3) inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property.

Further, if the Contractor or any subcontractors or others in the employ of under the supervision of the Contractors or subcontractors, are asked by an ADOT official to leave the ADOT property, they are advised that failure to comply with such a request shall result in cancellation of the Contract and anyone who refuses, whether armed or not, is subject to prosecution under A.R.S. §13-1502, “Criminal trespass in the third degree: classification.”

13. REVIEW OF CONTRACTOR’S WORK

Work performed by the Contractor shall be subject to periodic reviews and partial acceptance at various stages. The Department reserves the right to make such reviews and pass upon the acceptability of the Contractor’s work. Partial acceptance shall not relieve the Contractor’s obligation to correct, without charge, any errors in the work performed under this contract.

14. ACCURACY OF WORK

The Contractor shall be responsible for the accuracy of the work and shall promptly make all the necessary revisions or corrections resulting from errors and omissions on the part of the Contractor without additional compensation. Acceptance of the work by the Department shall not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities.

15. INDEMNIFICATION

Indemnification Clause To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

16. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within ten (10) calendar days of notification of contract award by the Procurement Officer.

16.1. Insurance Requirements

16.1.1. Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

16.1.2. The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

16.2. Minimum Scope and Limits of Insurance

16.2.1. Contractor shall provide coverage with limits of liability not less than those stated below

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

16.2.2. Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or nonowned automobiles used in the performance of this Contract.

Combined Single Limit (CSL) $1,000,000

a. Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

16.2.3. Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory

Employers' Liability o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o Disease – Policy Limit $1,000,000

a. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

16.3. Additional Insurance Requirements

The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

16.3.1. The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

16.3.2. Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract.

16.4. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

16.5. Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The

State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

16.6. Verification of Coverage

Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract. An authorized representative of the insurer shall sign the certificates.

16.6.1. All such certificates of insurance and policy endorsements must be received by the State before work commences. The State’s receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement.

16.6.2. Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

16.6.3. All certificates required by this Contract shall be sent directly to the Department. The

State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

16.7. Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of the Contract, proof from the Contractor that its subcontractors have the required coverage.

16.8. Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action.

16.9. Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply

17. AMINISTRATIIVE FEE

The Contractor shall pay the State an administrative fee against all Contract sales to eligible cooperative purchasing members, as provided for under A.R.S. § 41‐2633. The fee for services provided under this Contract is one (1%) percent.

18. USAGE REPORT

18.1 Administrative Fee Reporting

Contractor shall submit to ADOA‐SPO a Quarterly Report documenting all Contract sales to both eligible State agencies and cooperative purchasing members, itemized separately. A Quarterly Report shall be submitted even if there have been no sales. The Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other.

Quarterly reports on transactions with cooperative purchasing members are required to be filed with ADOA‐SPO. Failure to remit the administrative fees/usage reports is a material breach of contract, and will entitle State to its remedies under Article 8 and its right to terminate for default under Article 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting.

18.2 ADOT Usage Report Requirements

The Contractor shall furnish ADOT a quarterly report showing all purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 3.

Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage report quarters shall be defined as follows:

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30 continued employment under the contract is inconsistent with the interest of the Department.

19. LICENSES, PERMITS, CERTIFICATIONS

Contractor, at their expense, shall maintain in current status without any violations, complaints, or suspensions during the term of this contract all Federal, State and Local licenses, permits and certifications required for the operation of a business conducted by the contractor.

https://spo.az.gov/suppliers/usage-reporting

20. CO-OP USAGE

Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before selling Materials to or providing Services for them under the Contract. The current list of Co-Op Buyers is available on the State Procurement Office website:

https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee

Contractor shall sell to Co-Op Buyers at the same price, and with the same lead times and other terms and conditions under which it sells to Eligible Agencies. With the sole exception of any legitimate additional costs for extraordinary shipping, or delivery requirements, if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).

Contractor shall acknowledge each Order from Co-Op Buyers in conformance with each buyer’s instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them. Orders from Co-Op Buyers create no obligation on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That notwithstanding, Contractor’s obligation under the Contract is to service Co-Op Buyers commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so would be a material breach of the Contract.

21. POST AWARD MEETING

At the discretion of the Department, the Contractor, at their expense, shall attend and participate in post award meetings as scheduled by the Procurement Officer.

https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee

UNIFORM TERMS AND CONDITIONS

1. Definition of Terms

As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “Attachment” means any item the Solicitation requires the Offeror to submit as part of the Offer.

1.2. “Contract” means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers;

and any Solicitation Amendments or Contract Amendments.

1.3. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.4. “Contractor” means any person who has a Contract with the State.

1.5. “Days” means calendar days unless otherwise specified.

1.6. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation.

1.7. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless…