IFB #26-01-31.pdf

Notice of Invitation for Bids

Globe Unified School District 460 N. Willow Street

Globe, AZ 85501 928.402.6000

Solicitation No: IFB #26-03-31 Description: Delivered and Offsite Fuel, Oil, and Similar Products

This solicitation document originated on the District’s website, www.azpurchasing.org, which serves as its official site for all related materials. The District shall not be liable for any solicitation documents or materials obtained by any other source. The District is using a procurement consultant, Sunny Path

Associates, which uses Bonfire, a secure electronic portal for receiving, opening, and recording bids and proposals digitally. All amendments and related solicitation documentation may be found on the District’s website and https://sunnypathassoc.bonfirehub.com/opportunities.

All inquiries related to this solicitation shall be in writing and submitted via the “Vendor

Discussions” tab in the Bonfire portal, no later than May 21, 2026, at 3:00 PM.

Date May 13 ,2026

Pre-Bid Conference Date and Time None

Pre-Bid Conference Location (Virtual) Not applicable

Due Date and Time May 28, 2026, at 1:00 PM local time (Arizona)

Opening Location and Time https://sunnypathassoc.bonfirehub.com/opportunities

Public opening of the electronic bids received will be held virtually immediately following the deadline. Participants may use the following details to join:

Microsoft Teams meeting Join:

https://teams.microsoft.com/meet/27989356775567?p=KLqV5N49y8OEICNpfa Meeting ID: 279 893 567 755 67 Passcode: Fq3ts3kN

In accordance with School District Procurement Rules in the Arizona Administrative Code (A.A.C.) promulgated by the State Board of Education pursuant to A.R.S. §15-213, competitive sealed bids for the materials specified, will be received by the Globe Unified School District (“District”), at the above specified location, until the date and time cited. Bids received by the correct time and date shall be opened and the amount bid shall be publicly read and recorded. All other information contained in the Bid shall remain confidential until award is made. The contract period shall be for one (1) year with an option to renew for up to five (5) years.

One (1) electronic Proposal is requested. The District will not be responsible for the pre-opening of, post-opening of, or failure to open a Proposal that is not properly submitted. Proposals in response to this solicitation shall be submitted electronically and received on or before the due date and time indicated above. Additional instructions are provided herein for preparing a Proposal. Late proposals shall not be considered.

All proposals must be written legibly in ink or typewritten. Additional instructions for preparing a Proposal are provided herein. Physical, faxed or emailed proposals are not acceptable.

OFFERORS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION.

Solicitation Contact:

Jenifer Jonovich Jenifer Jonovich Procurement/Accounts Payable Specialist https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTJkNTJlNzctNGEzZi00MTAwLTljM2QtZGRiNGZiNzc3MTQx%40thread.v2/0?context=%7b%22Tid%22%3a%227f13011c-726f-48b1-bbd6-e210388eed7f%22%2c%22Oid%22%3a%22fe5c1257-3222-4992-9a40-0e76f1bd10cd%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTJkNTJlNzctNGEzZi00MTAwLTljM2QtZGRiNGZiNzc3MTQx%40thread.v2/0?context=%7b%22Tid%22%3a%227f13011c-726f-48b1-bbd6-e210388eed7f%22%2c%22Oid%22%3a%22fe5c1257-3222-4992-9a40-0e76f1bd10cd%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTJkNTJlNzctNGEzZi00MTAwLTljM2QtZGRiNGZiNzc3MTQx%40thread.v2/0?context=%7b%22Tid%22%3a%227f13011c-726f-48b1-bbd6-e210388eed7f%22%2c%22Oid%22%3a%22fe5c1257-3222-4992-9a40-0e76f1bd10cd%22%7d

Table of Contents

Globe, AZ 85501 928.402.6000

SECTION PAGE

SCOPE OF WORK

SPECIAL TERMS AND CONDITIONS

UNIFORM TERMS AND CONDITIONS

SPECIAL INSTRUCTIONS TO OFFERORS

UNIFORM INSTRUCTIONS TO OFFERORS

ATTACHMENT 1, OFFER AND ACCEPTANCE FORM

ATTACHMENT 2, QUESTIONNAIRE [Excel format] ATTACHMENT 3, BID COST FORM [PDF and Excel format]

ATTACHMENT 4, NON-COLLUSION AFFIDAVIT (NOTORIZED)

ATTACHMENT 5, CONFORMANCE AND DISCLOSURE STATEMENT

ATTACHMENT 6, IRS W-9 FORM

EXHIBIT D, CERTIFICATE OF INSURANCE (SAMPLE)

EXHIBIT E, ELECTRONIC SUBMISSION INSTRUCTIONS

BID REQUIREMENTS CHECKLIST

DOCUMENTS REFERENCED

The documents referenced within this solicitation are available at the following websites:

Arizona Revised Statutes (A.R.S.)

www.azleg.state.az.us/ArizonaRevisedStatutes.asp.

Arizona School District Procurement Rules in the Arizona Administrative Code https://apps.azsos.gov/public_services/Title_07/7-02.pdf

Arizona School Facilities Oversight Board https://sfb.az.gov

Arizona Transaction Privilege and Use Tax Rates https://www.aztaxes.gov/Home/Address

Arizona Transaction Privilege Tax Notice (MRRA) https://azdor.gov/sites/default/files/PUBLICATION_2018_tpn-18-1.pdf

I.R.S W-9 Form (Request for Taxpayer I.D. Number) www.irs.gov/pub/irs-pdf/fw9.pdf https://azdor.gov/sites/default/files/PUBLICATION_2018_tpn-18-1.pdf

Scope of Work

Globe, AZ 85501 928.402.6000

1. Purpose

The purpose of this Solicitation is to conduct a competitive process, in accordance with A.R.S. § 15-213 et seq., to establish a Contract with a qualified vendor from which the Globe Unified School District may acquire Delivered and Offsite Fuel, Oil and Similar Products, as outlined herein.

2. Background

Globe Unified School District #1 is located approximately 90 miles east of Phoenix in Gila County. The district has three

(3) sites serving the community: an elementary, middle school and high school. Globe USD prides itself on “Capturing Hearts, Empowering Minds” by offering its students an opportunity to excel.

3. Objective

3.1 The District is requesting bids from firms to provide Delivered and Offsite Fuel, Oil and Similar Products, such as unleaded and diesel fuels, motor oil, coolants/antifreeze, and lubricants. These products are required for maintaining district-wide Transportation operations, support vehicles and related equipment.

3.2 Although one (1), local firm is strongly preferred, the Scope of Work is not intended to be unduly restrictive. All responsible firms are encouraged to submit bids. Bids will be reviewed and evaluated by the criteria identified within this solicitation.

4. Procurement Timeline A tentative timeline of procurement activities is provided below and is subject to change to meet the needs of the District.

Activity Date (Tentative)

4.1 IFB Released May 13, 2026

4.2 Questions Due via Bonfire Vendor Discussions May 21, 2026 at 3:00 PM

4.3 Bids Due May 28, 2026 at 1:00 PM local time

4.4 Governing Board Award June 2026

5. Scope of Work

5.1 The purchase of fuel, both delivered and offsite, as well as the purchase and delivery of oil and related products is continuous and ongoing on an as needed, when needed basis. The District currently spends approximately $160,000 annually on these products. Offsite fuel is currently purchased at a local refueling station within the Globe Unified School District geographic boundaries.

5.2 All materials shall be delivered to 455 North Willow Street, Globe, AZ 85501, unless otherwise specified in writing by an authorized District Representative. The above ground diesel storage tank is also located at this address with a capacity of 2,400 gallons.

5.3 If the district delivery site location is expected to change during any time, vendor will be given adequate notice to ensure continuity of operations that mutually agreed upon for this contract. The District also reserves the right to coordinate the pickup of oil, coolant, and other related products, if agreed upon in writing by both parties.

5.4 Annual Estimated Usage. No volume is implied or guaranteed.

Type of Product (in gallons) Gallons

5.4.1 Diesel Fuel 30,000

5.4.2 Unleaded Fuel 3,500

5.4.3 Gear Oil 240

5.4.4 Motor oil 165

5.4.5 Coolant/antifreeze 165

Globe, AZ 85501 928.402.6000

5.5 All fuels shall be refined to meet the appropriate federal, state, and local standards for process and final product specifications and applications. All fuels shall be guaranteed against any damage to equipment resulting from the proper use of the product. The shelf life shall be a maximum of one (1) year. If deemed necessary, the District reserves the right to test fuels for compliance.

5.6 All fuel pricing shall be firm and based on the Oil Price Information Service (OPIS) benchmark using a rack location(s) in Arizona.

6. Product Requirements

6.1 Unleaded Fuel

6.1.1 All gasoline will be reformulated unleaded 87-octane regular gasoline and shall comply with the most recent American Society for Testing and Materials" ASTM" D4814 or latest edition standard specifications for automotive gasoline. The anti-knock index (RON+ MON /2) must be in compliance with ASTM D4814 or latest edition as it relates to unleaded regular gasoline.

6.1.2 All gasoline fuel shall conform to the ASTM D439-8 I Standard Specifications for the State of Arizona and any ASTM revision thereafter.

6.1.3 All fuels shall be blended for climatic conditions and local requirements at the delivery site, i.e.

summer/winter blends.

6.2 Diesel Fuel

6.2.1 All diesel fuel shall conform to ASTM 0975-81 Stand Specification for Number 2 diesel fuel for the State of Arizona and any ASTM revision thereafter.

6.2.2 The diesel fuel shall be all purpose ultra-low sulfur diesel (ULSD) fuel oil intended for use in all types of diesel engines under all normal conditions of service.

6.2.3 The diesel fuel shall comply with ASTM D-975, Grade No. 1-D S15- A special- purpose, light middle distillate fuel for use in diesel engine applications requiring a fuel with 15 ppm sulfur (maximum) and higher volatility than that provided by Grade No. 2-D SIS fuel, with a Cetane rating of 45. Cetane rating will be computed using the ASTM D-976 method.

6.2.4 Using this standard, the required octane rating of 45 has a tolerance, but with this tolerance, it may not be lower than 40 Cetane. The calculated Cetane method will be used to determine Cetane rating of fuel delivered. Please refer to ASTM D-976, latest edition, for test method to ensure Cetane rating of 45 is being delivered. No Cetane enriching additives shall be used. Only ultra-low sulfur No. 2 diesel fuel with sulfur content of 0.0015% or less will be accepted.

6.3 Diesel Red Dye

The same applies from Item 5.2 outlined above, except it shall contain red dye for use in the District's school buses and any other exempt use class vehicles.

6.4 Similar Products

All similar products shall meet the appropriate federal, state, and local standards for their intended specification, application, and use. This shall include but is not limited to diesel and/or automotive engines under all normal conditions of service for similar products such as: 15W-40 CJ-4 heavy duty motor oil, Dextron III Mercon automatic transmission fluid, drum cleaning solvent, motor oil I0W-30, antifreeze (Ethylene glycol), and non-water-based cleaning solvents.

Globe, AZ 85501 928.402.6000

7. Delivered Fuel

7.1 Ordering Procedures

7.1.1 An authorized representative from the District will place a delivered fuel order that will indicate the quantity requested, type of fuel, and expected delivery date. Although the District makes no guarantee of any specific gallon amount per order, GUSD will make every possible effort to ensure that orders placed constitute a full or nearly full load. The district shall not pay any split order charge, 'Stand-by” charge, fuel surcharge, environmental fee charges or any other related fee. Minimum orders shall be identified in the proposal or otherwise will not be applicable.

7.1.2 The vendor shall supply the District with a most current copy of the weekly OPIS Report when the order is being placed for Delivered Fuel. The OPIS Report shall be sent to the District representative weekly when orders are placed during the entire term of the contract. If the OPIS Report is not published for any given week or not provided to the District in a timely manner, the previous week's report will be used in determining the weekly price. Prices quoted must be rounded off to the nearest four decimal places, e.g. $2.9905. No tax shall be included in the base price of fuel.

7.2 Delivery Procedures

7.2.1 Vendor shall coordinate fuel deliveries with the District. Deliveries shall be F.O.B. and include the time needed for unloading fuel with a minimum of one (1) hour.

7.2.2 Deliveries shall be made between Monday and Friday, between the hours of 7:30 AM and 3:30 PM Local Arizona Time.

7.2.3 The vendor’s delivery driver shall call at least one (1) hour prior to delivery in order to ensure that an authorized District representative is available to receive a delivery. All deliveries must be signed for as received by a District representative.

7.2.4 A copy of the bill of landing shall be provided to the District at or prior to the delivery. If vendor is unable to provide a copy of the bill or landing for every delivery made, then vendor shall provide the District with a current copy of a license with the Arizona Department of Weights and Measures, and a certification of calibration from a registered agency for each metered pump from which vendor is able to obtain product.

7.2.5 A delivery ticket which specifies the contract vendor’s name, address, type of fuel, grade of fuel and dip stick reading prior to unloading and following unloading shall be provided at the time of each delivery.

7.2.6 The vendor shall notify the District for late deliveries. The District may reject late deliveries and will not be responsible for the cost of late deliveries.

7.2.7 The vendor shall ensure all delivery vehicles and drivers be fully licensed and/or certified to carry, transport, and deliver bulk fuels, and similar products, in accordance with federal, state, and local regulations. All vehicles will be appropriately marked when transporting fuel with placards or similar visual sign.

7.2.8 The vendor shall be responsible for cleanup of all spills incurred during delivery and unloading at the District site, and shall be in accordance with federal, state, and local environmental laws and ordnances. An internal management plan for spill prevention, control and clean up available for district review and feedback is desired.

8. Offsite Fuel – Gasoline and Diesel

8.1 Refueling station(s) shall be accessible at a strategic location for refueling of District buses, fleet vehicles, and heavy equipment. A minimum of one (1) refueling station is required for the Globe Unified School District No. 1 within the District’s geographic boundaries.

8.2 The refueling station(s) shall be operational and open 24 hours a day, seven (7) days per week and must be

Globe, AZ 85501 928.402.6000 accessible to all District fleet vehicles.

8.3 The refueling station(s) shall provide products that meets these basic requirements:

8.3.1 Regular unleaded gasoline with a minimum anti-knock Octane rating of 87.

8.3.2 Diesel fuel with Cetane rating range of 40 to 45 with no Cetane enriching additives.

8.3.3 Diesel fuel with Cetane rating range of 40 to 45 with no Cetane enriching additives but contains Red Dye.

9. Fuel/Fleet Card

A fuel card/fleet card method of payment must be provided.

9.1 Minimum Reporting Data. The card must identify the following information: driver or GUSD staff name, vehicle number, mileage, type of product, unit cost, amount of fuel dispensed, and extended cost.

9.2 Restrictions. The District may seek to have the hours of use restricted on some or all cards. The Card should have capabilities to restrict the: merchant category, the merchandize code, the amount of the sale, and number of times per day. A card lock system to track and monitor GUSD fuel purchases is also required. The card lock shall be made available on a daily basis Monday through Friday.

9.3 Alerts. The Card program must provide for sending electronic alerts for unusual usages as setup in the restrictions. Other anti-fraudulent reporting for suspicious usage or patterns and a related alert notification is also desired.

9.4 Online Reconciliation. The Card program must provide for Online Reconciliation within 24 hours so that usages can be monitored and statements paid in a timely fashion.

9.5 Replacement. A card may need to be replaced occasionally. Replacement costs, if any, and the turnaround time to receive it after written notification from the District shall be indicated in the Proposal.

Special Terms and Conditions

Globe, AZ 85501 928.402.6000

Solicitation No: IFB #26-03-31

1. Purpose

Pursuant to provisions of the School District Procurement Rules, the purpose of the Solicitation is to conduct a competitive process, in accordance with A.R.S. § 15-213 et seq., to establish a Contract(s) to provide Globe Unified School District with fuel and related products.

2. Authority This solicitation as well as any resulting contract is issued under the authority of the Governing Board or designee. No alteration or any resulting contract may be made without the express written approval of the District in a form of an official contract amendment. Any attempt to alter any contract without such approval is a violation of the contract and the School District Procurement Rules. Any such action is subject to legal and contractual remedies available to the District inclusive of, but not limited to, contract cancellation, suspension and/or debarment of the contractor.

3. Term of Contract

3.1 It is the intent of the District to award a term contract for a period of one (1) year. If all conditions are met during this period of time, this contract can be extended, if funding is available, for up to four (4) additional one-year contracts or any portion thereof, with a maximum aggregate contract term, including all extensions, not to exceed five (5) years. However, no contract exists unless and until a purchase order is issued each fiscal year.

3.2 The term of the resultant Contract shall be effective the date specified on the Offer and Award or Signature page and shall remain in effect for one (1) year or otherwise specified date, unless terminated, cancelled, or extended as otherwise provided herein. Review of performance will occur prior to the end of each twelve (12) month period of the Contract to determine if the Contract may continue.

3.3 The District will provide a (60) day notice terminate this contract otherwise it will auto renewal annually until the fifth year is complete. This contract can be canceled with a written notification of 30 days in advance of cancellation from either party. The contract may be terminated by either party prior to the expiration date upon thirty (30) days written notice to the other party. Cancellation of the contract shall not relieve the contractor of responsibility for satisfaction of all work that should have been done up to the last day of the contract.

4. Contract Type Fixed Price

5. Contract Award

It is expected that a single firm will be awarded this contract. The District reserves the right to make a multiple award to more than one offeror, if determined to be in its best interest in accordance with A.A.C. R7-2-1042(A)(1)(c). If a determination is made, multiple award will be limited to the least number of offerors that the District determines is necessary to meet the needs of the District, which will be no more than two (2).

6. Award Basis Award is anticipated to a single Bidder. The District reserves the right to award as many contracts for the services that may be in the best interest of the District.

7. Price Clause

Prices shall be firm for the initial term of the contract. Discounts and/or a differential shall remain firm through the contract term.

8. Price Adjustment

The District may review a fully documented request for a price increase only after the contract has been in effect for one (1) year. Documentation from a manufacturer with a published price increase with effective increase date will be required. A price increase adjustment shall be considered at the time of a contract extension and shall be a factor in the extension review process. At all times, the District shall determine whether the requested price increase or an

Globe, AZ 85501 928.402.6000

Solicitation No: IFB #26-03-31

Alternate option is in the best interest of the District. A price reduction adjustment may be offered at any time during the term of a contract and shall become effective upon notice.

9. Use of Brand Names

Brand names, trade names, model numbers, and/or catalog numbers are used to indicate the character, quality, and/or performance characteristics of the materials desired. Use of the name of a manufacturer, brand, make or catalog number does not restrict an offeror from offering suitable alternates. However, Globe Unified School District reserves the right to decide whether alternatives to the identified manufacturer and brand are equal to the materials, equipment described in the solicitation. Globe Unified School District will be the sole judge on the question of equal quality, and the District's decision shall be final.

10. Non-Exclusive Contract

Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the District. The District reserves the rights to obtain like goods or services from other sources.

11. Authorization for Services

Authorization for the purchase of services shall be made only upon the issuance of a Purchase Order that is signed by an authorized agent. The Purchase Order will indicate the contract number and the dollar amount of funds authorized. The Contractor shall only be authorized to perform services up to the amount on the Purchase Order.

The District shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order. No further obligation for payment shall exist unless:

11.1 the Purchase Order is changed or modified with an official Change Order; and/or

11.2 an additional Purchase Order is issued for purchase of materials or services under this Contract.

12. Invoicing All billing notices and/or invoices must be sent to the District’s Accounts Payable department, as shown on the purchase orders. All invoices shall identify the specific item(s) being billed, including but not limited to labor, chemicals, supplies, equipment, etc. Any purchase order issued by the District will refer to this Solicitation number.

13. Payment Procedures

13.1 The District will not make payments to any Entity, Group or individual other than the Contractor with the

Federal Employer Identification (FEI) Number identified in the contract. Contractor invoices requesting payment to any Entity, Group or individual other than the contractually specified Contractor shall be returned to the Contractor for correction.

13.2 The Contractor shall review and ensure that the invoices for services provided show the correct Contractor name prior to sending them for payment.

13.3 If the Contractor Name and FEI Number change, the Contractor shall complete an “Assignment and Agreement” form transferring contract rights and responsibilities to the new Contractor. The District shall indicate consent on the form. A written Contract Amendment shall be signed by both parties, and a new W-9 form shall be submitted by the new Contractor prior to any payments being made to the new Contractor.

Globe, AZ 85501 928.402.6000

Solicitation No: IFB #26-03-31

14. Insurance

14.1 Contractor shall provide coverages with limits of liability not less than the following, unless otherwise indicated:

14.1.1 Commercial General Liability – Liability arising out of activities performed by or on behalf of Contractor:

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Each Occurrence $1,000,000

The policy shall be endorsed to include the following specific language: "Globe Unified School District is named as additional insured with respect to liability arising out of the activities performed by, or on behalf of Contractor."

14.1.2 Automobile Liability – Bodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of the Contract.

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

The policy shall be endorsed to include the following language: " Globe Unified School District is named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of Contractor, including automobiles owned, leased, hired or borrowed by Contractor."

14.1.3 Workers’ Compensation and Employers' Liability

Statutory

Each Accident $100,000

Disease -Each Employee $100,000

Disease -Policy Limit $500,000

15. Damages Contractor shall be liable for any and all damage caused by its employees to the District premises. Contractors shall hold and save the District free and harmless from liability of any nature or kind arising from any use, trespass, or damage occasioned by its operations on premises or third persons.

16. Gratuities and Gifts

16.1 The District, by written notice, may terminate the Contract in whole or in part, if the school district determines that employment or a gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of the school district for the purpose of influencing the outcome of the procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning the Contract, including making of any determination or decision about contract performance.

16.2 The District will not accept any gifts, gratuities, or promotional products from firms. The District has adopted a zero-tolerance policy concerning gifts.

Globe, AZ 85501 928.402.6000

Solicitation No: IFB #26-03-31

17. Lobbying

17.1 Offerors are hereby advised that lobbying is not permitted with any District personnel or Board Members related to or involved with this solicitation until the Administration’s recommendation for award has been approved by the Governing Board. All inquiries must be directed through the Solicitation Contact.

17.2 Offeror warrants that it will not engage in lobbying activities, as defined in 40 CFR part 34 and A.R.S. § 41-1231, et seq., using monies awarded under the Contract, provided that, the foregoing does not intend to constrain Offeror’s use of its own monies or property, including without limitation any net proceeds duly realized under the Contract or any value thereafter derived from those proceeds; and, upon award of the Contract, it will disclose all lobbying activities to the District to the extent they are an actual or potential conflict of interest or where such activities could create an appearance of impropriety.

17.3 Offeror shall implement and maintain adequate controls to assure compliance with this Section. Offeror shall also include an equivalent no-lobbying provision in all Subcontracts.

17.4 Lobby is defined as “any action taken by an individual, firm, association, joint venture, partnership, syndicate, corporation, and all other groups who seek to influence the Governmental Decision of a Board Member or ANY District Personnel after release and prior to the award of this contract by all entities.” Any Offeror or any individuals that lobby on behalf of the Offeror during the time specified will result in the rejection and disqualification of said solicitation.

Uniform Terms and Conditions

Globe, AZ 85501 928.402.6000

1. Contract Interpretation

1.1 Arizona Law. The laws of Arizona apply to this Contract including, where applicable, the Uniform Commercial

Code as adopted by the State of Arizona and the Arizona School District Procurement Code, Arizona Revised Statutes (A.R.S.) § 15-213, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 7, Chapter 2, Articles 10 and 11.

1.2 Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

1.3 Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the District, and as they may be amended, the following shall prevail in the order set forth below:

1.3.1 Amendments

1.3.2 Special Terms and Conditions;

1.3.3 Uniform Terms and Conditions;

1.3.4 Statement or Scope of Work;

1.3.5 Specifications;

1.3.6 Attachments;

1.3.7 Exhibits;

1.3.8 Documents referenced or included in the Solicitation; and

1.3.9 Bidder’s Response.

1.4 Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

1.5 Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

1.6 No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

1.7 No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

2. Contract Administration and Operation

2.1 Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the District at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

2.2 Non-Discrimination. The Contractor shall comply with State Executive Orders No. 2023-01, 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

2.3 Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by the District and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

2.4 Inspection and Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract. The District shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing shall constitute final acceptance of the materials or services. If the District determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the District for testing and inspection.

Globe, AZ 85501 928.402.6000

2.5 Notices. Notices to the Contractor required by this Contract shall be made by the District to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the District required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

2.6 Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

2.7 Property of the District. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the District. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the District.

2.8 Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and the District shall be considered the creator of such Intellectual Property. The District shall own the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the District, within thirty

(30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the District and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the District. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the District without the express written authorization of the District.

2.9 Federal Immigration and Nationality Act. The contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, the contractor shall flow down this requirement to all subcontractors utilized during the term of the contract. The District shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the District determine that the contractor and/or any subcontractors be found noncompliant, the District may pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the contract for default and suspension and/or debarment of the contractor.

2.10 E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23- 214, Subsection A.

2.11 Offshore Performance of Work Prohibited. Any services that are described in the specifications or scope of work that directly serve the District and involve access to secure or sensitive data or personal Sunnyside Unified data shall be performed within the defined territories of the United States. Unless specifically stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers.

2.12 Business Standing. In accordance with A.R.S. § 10-1501, a Contractor whose business structure requires that documents be filed regularly with the Arizona Corporation Commission (ACC) must remain in good standing with the ACC during the term of the Contract. An out-of-state firm must include a certificate of good standing from applicable jurisdiction or may be considered non-responsive.

3. Costs and Payments

3.1 Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment from the District within thirty (30) days.

3.2 Applicable Taxes.

Globe, AZ 85501 928.402.6000

3.2.1 Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.

3.2.2 State and Local Transaction Privilege Taxes. The District is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes.

3.2.3 Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall and require all subcontractors to hold the District harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

3.2.4 IRS W-9 Form. In order to receive payment, the Contractor shall have a current I.R.S. W-9 Form on file with the District, unless not required by law.

3.3 Shipping Terms/Transfer of Title. Shipments shall be F.O.B. Destination (District), Freight Prepaid and Allowed.

Shipments shall include all freight delivery and unloading at the destination. Title and risk of loss shall not pass to the District until the District receives the products or materials at delivery point, unless otherwise provided in the Special Requirements of Solicitation, if any.

3.4 Shipping Errors/Risk of Transportation. Shipping errors will be at Contractor’s expense. If Contractor ships products or materials that were not ordered, Contractor shall pay for return shipment at the convenience of the District. All risk of transportation and all related charges shall be Contractor’s responsibility. Contractor shall file all claims for visible or concealed damage. The District will notify Contractor promptly of any damaged products and shall assist Contractor in arranging for inspection.

3.5 Availability of Funds for the Next Fiscal Year. Funds may not presently be available for performance under this Contract beyond the current fiscal year. No legal liability on the part of the School District for any payment may arise under this Contract beyond the current fiscal year until funds are made available for performance of the Contract. The School District will make reasonable efforts to secure such funds.

4. Contract Changes

4.1 Amendments. This Contract is issued under the authority of the Procurement Officer who signed this Contract.

The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is not specifically authorized by the procurement officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes.

4.2 Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance of this contract without the advance written approval of the Procurement Officer. The Contractor shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract.

4.3 Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this Contract without the prior written approval of the Procurement Officer. The District shall not unreasonably withhold approval.

5. Risk and Liability

5.1 Risk of Loss. The Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt.

5.2 General Indemnification. Contractor shall indemnify, defend, save, and hold harmless the District and its

Globe, AZ 85501 928.402.6000

Governing Board members, employees, and agents (hereinafter referred to collectively as the “District”) 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 collectively as the "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 District shall, in all instances except for Claims arising solely from the negligent or willful acts or omissions of the District, 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 the Contract, Contractor agrees to waive all rights of subrogation against the District for losses arising from the work performed by Contractor for District.

5.3 Indemnification – Patent and Copyright. To the extent permitted by law, Contractor shall defend, indemnify, and hold harmless the District against any liability, including costs and expenses, for infringement of any patent, trademark, or copyright arising out of Contract performance or use by the District of materials furnished or work performed under the Contract. The District shall reasonably notify Contractor of any claim for which it may be liable under this paragraph.

5.4 Force Majeure.

5.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence.

5.4.2 Force Majeure shall not include the following occurrences:

5.4.2.1 Late delivery of equipment or materials caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market;

5.4.2.2 Late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or

5.4.2.3 Inability of either the Contractor or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits.

5.4.3 If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice.

Such notice shall be delivered or mailed certified return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract.

5.4.4 Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure.

5.5 Third Party Antitrust Violations. The Contractor assigns to the District any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor, toward fulfillment of this Contract.

Globe, AZ 85501 928.402.6000

6. Warranties

6.1 Liens. The Contractor warrants that the materials supplied under this Contract are free of liens and shall remain free of liens.

6.2 Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the District of the materials, they shall be:

6.2.1 Of a quality to pass without objection in the trade under the Contract description;

6.2.2 Fit for the intended purposes for which the materials are used;

6.2.3 Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units;

6.2.4 Adequately contained, packaged and marked as the Contract may require; and

6.2.5 Conform to the written promises or affirmations of fact made by the Contractor.

6.3 Fitness. The Contractor warrants that any material supplied to the District shall fully conform to all requirements of the Contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract.

6.4 Inspection/Testing. The warranties set forth in subparagraphs 6.1 through 6.3 of this paragraph are not affected by inspection or testing of or payment for the materials or services by the District.

6.5 Compliance with Applicable Laws. The materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and the Contractor shall maintain all applicable license and permit requirements.

6.6 Survival of Rights and Obligations after Contract Expiration or Termination.

6.6.1 Contractor's Representations and Warranties. All representations and warranties made by the Contractor under this Contract shall survive the expiration or termination hereof. In addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as provided in A.R.S. § 12-529, the District is not subject to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5.

6.6.2 Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract.

7. School District’s Contractual Remedies

7.1 Right to Assurance. If the District in good faith has reason to believe that the Contractor does not intend to, or is unable to perform or continue performing under this Contract, the Procurement Officer may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within the number of Days specified in the demand may, at the District’s option, be the basis for terminating the Contract under the Uniform Terms and Conditions or other rights and remedies available by law or provided by the contract.

7.2 Stop Work Order.

7.2.1 The District may, at any time, by written order to the Contractor, require the Contractor to stop all or any part, of the work called for by this Contract for period(s) of days indicated by the District after the order is delivered to the Contractor. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.

Globe, AZ 85501 928.402.6000

7.2.2 If a stop work order issued under this clause is canceled or the period of the order or any extension expires, the Contractor shall resume work. The Procurement Officer shall make an equitable adjustment in the delivery schedule or Contract price, or both, and the Contract shall be amended in writing accordingly.

7.3 Non-exclusive Remedies. The rights and the remedies of the District under this Contract are not exclusive.

7.4 Nonconforming Tender. Materials or services supplied under this Contract shall fully comply with the Contract.

The delivery of materials or services or a portion of the materials or services that do not fully comply constitutes a breach of contract. On delivery of nonconforming materials or services, the District may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it.

7.5 Right of Offset. The District shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred by the District, or damages assessed by the District concerning the Contractor’s non-conforming performance or failure to perform the Contract,…