Radeco_Direct_Contract_-_CTR079524_-_signed.pdf

Direct Contract | Revision No. 2 | Revised 08-25 | Page 1 of 38

Direct Contract

Arizona Department of Emergency & Military

Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work 2

Exhibit A - NAME 4

Special Terms and Conditions 5

Addendum A - Contractor Insurance Requirements 8

Addendum B - Warranties and Requirements Related to Arizona Information Technology Statewide Policies, Standards, and Procedures 9

Uniform Terms and Conditions 10.5 13

Contract Signature Page 30

* Revise Page Numbers

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Scope of Work

Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments

1. Purpose and Background

1.1 Purpose

The purpose of this contract is to establish a direct agreement with RADeCO, Inc. to provide service, repair, calibration, and new equipment sales for radiation detection and air sampling instruments manufactured by RADeCO. The previously held State contract for these services has expired, and it is neither operationally nor fiscally prudent to replace currently deployed RADeCO equipment at this time.

These instruments are critical to DEMA’s mission. Continued maintenance and calibration are necessary to ensure operational accuracy, reliability, and compliance with applicable regulatory and safety standards. This agreement enables DEMA to maintain operational readiness by securing timely factory-authorized support and purchasing replacement or supplemental RADeCO equipment.

1.2 Authority

This contract is issued under A.R.S. § 41‑2535 for a procurement not exceeding $100,000, following the small‑purchase procedures. Full competitive quotes were not practicable due to the specialized technical nature of the requirement and the limited number of available vendors.

1.3 Background

DEMA currently owns and operates a variety of RADeCO instruments, including portable air samplers, high-volume samplers, flow calibrators, and related accessories. These devices are essential to the department’s radiation response and environmental monitoring missions. The annual estimated expenditure under this contract is approximately $15,000, based on historical usage.

2. Definitions

• Agency: The Department of Emergency & Military Affairs (DEMA)

• Contractor: RADeCO, Inc.

• Calibration: Adjustment and verification of an instrument to meet performance specifications traceable to

NIST standards.

• Service Report: Documentation detailing diagnostics, parts replaced, calibration values (as-found/as-left), and traceability.

• Turnaround Time: Duration from receipt of the instrument to return shipment after service completion.

• Expedited Service: Optional, time-sensitive service request subject to additional charges.

3. Service Description and Requirements

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Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments

3.1 Scope of Services

RADeCO shall provide as-needed service, calibration, and repair for instruments manufactured by RADeCO, which may include:

• Functional diagnostics and performance testing

• OEM repair and component replacement

• Calibration traceable to NIST standards

• Firmware updates (if applicable)

• Return shipping with tracking information

• Post-service technical consultation

3.2 Timeline

• Service requests are initiated by DEMA as needed.

• Standard service turnaround: 30 calendar days maximum from receipt of unit.

• Expedited service (if requested and accepted): 10 business days or less, with separate pricing.

3.3 Deliverables

For each service, RADeCO shall provide:

• Detailed Service Report

• Calibration Certificate (if applicable)

• Shipping confirmation with tracking

3.4 Additional Terms

• RADeCO shall provide post-service support for up to 30 days at no additional cost.

• Shipping charges shall be itemized on the invoice, unless prepaid.

4. Service Level Agreements (SLAs)

• Standard Turnaround: 30 calendar days from receipt.

• Expedited Turnaround: 10 business days, if requested and approved.

• Shipping: All shipments must use a traceable carrier; tracking must be provided.

• Documentation: Each serviced unit must be accompanied by a Service Report and Calibration Certificate

(as applicable).

• Communication: RADeCO must notify DEMA of any delay, parts issues, or unforeseen complications as soon as they are identified.

Remedies for Non-Performance If service levels are not met, DEMA reserves the right to:

• Request a Corrective Action Plan

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Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments

• Withhold payment until deficiencies are resolved

• Decline payment for incomplete or undocumented services

• Terminate the contract for cause if non-performance persists

5. Notices and Reporting

All reports, certificates, and required communications shall be sent to DEMA electronically or mailed to:

Arizona Department of Emergency & Military Affairs ATTN: Procurement & Contracting 5645 E. McDowell Rd., Bldg. M5800 Phoenix, AZ 85008

Or

PandC@azdema.gov

6. Quoting

All quotes must reference the contract number and include itemized pricing. Quotes that omit the contract reference or deviate from agreed pricing may be rejected.

7. New Equipment Sales

7.1 Product Availability

RADeCO shall offer sales of new air sampling instruments, accessories, and related components as requested by DEMA. Products must be new and covered under standard manufacturer warranty. RADeCO shall clearly indicate whether equipment is built-to-order or stocked upon submission of a quote.

7.2 Documentation

All new instruments shall be delivered with:

• Product manuals

• Warranty documentation

• Calibration certificate (if applicable)

• Shipping and tracking information

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Special Terms and Conditions

Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments

1.0 Contract Administration and Operation

1.1 Term of Contract. The term of the Contract will commence on the date indicated on the Offer and

Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

1.2 Contract Extensions. State may, at its discretion, request for a mutual agreement to extend the initial Contract term in increments of one (1) or more months and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

1.3 Eligible Agency: This contract is a single-agency contract for the sole use of DEMA.

2.0 Costs and Payments

2.1 Pricing:

H-810DM-DC

RUGGED DIGITAL HIGH VOLUME AIR SAMPLER

12-24 VDC

$3,285.00

MFG CALIBRATION

RADECO FACTORY CALIBRATION ON NEW

UNITS.

$75.00

Parts At Cost

Service Labor Rate $125.00

2.2 Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by State.

2.2.1 Details of service not explicitly stated in the Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

2.2.2 Additional Charges. Any charges or fees not delineated in the Contract shall not be added, billed, or invoiced under the Contract.

2.3 Price Increase. The State may review a fully documented request for a price increase. The requested increase shall be in writing and be based upon a cost increase to the Contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product concerned.

Contractor must provide conclusive evidence of a need for any price increases.

2.3.1 Initial Contract prices shall be honored for one year after award of Contract.

2.3.2 All written requests for price adjustments made by the Contractor shall be initiated thirty

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Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments

(30) days in advance of any desired price increase to allow the State sufficient time to make a fair and equitable determination to any such requests. This may be waived upon proper documentation demonstrating the urgency of the request.

2.3.3 All price adjustments will be implemented by a formal Contract Amendment. State shall determine whether the requested price increase or an alternate option is in the best interest of the State.

2.3.4 State expects Contractors to use Lean Six Sigma principles to reduce costs in their supply chain, and not simply pass new costs on to the State. If a price increase is requested, State will ask for evidence that Lean Six Sigma principles and tools have been used by Contractor to attempt to reduce costs in advance of any request for a price increase under the Contract.

2.4 Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period. The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include differences in pricing, begin, and end date of promotion along with the products covered.

2.5 Travel. Contractor shall request and receive written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel. Eligible Agency or State shall reject any claim for travel reimbursement for which Contractor did not receive prior written approval.

2.6 Funding

No particular funding considerations apart from Uniform Terms and Conditions Sections 4.5 [Availability of Funds for the Next State Fiscal Year] and 4.6 [Availability of Funds for the Current State Fiscal Year] have been identified as of the Contract execution.

2.7 Quoting Requirements

All quotes must reference the contract number and include itemized pricing. Quotes that omit the contract reference or deviate from agreed pricing may be rejected.-

2.8 Invoicing

All Invoices must be sent to ap@azdema.gov.

2.8.1 Invoices Go To Ordering Entity at AP@azdema.gov. Contractor shall submit all billing notices or invoices to the ordering Eligible Agency at the address indicated on the applicable Order document or by utilizing the Ordering Entity’s purchasing tool/process.

2.8.2 Minimum Invoice Requirements. Every invoice shall include the following information:

2.8.3 Bill-to name and address;

2.8.4 Contractor name and contact information;

2.8.5 Remit-to address;

2.8.6 Invoice number and date;

2.8.7 State contract number;

2.8.8 Order number (APP PO number);

2.8.9 Material or Service description (itemized);

2.8.10 Date(s) Services were performed or Materials were delivered;

2.8.11 Applicable payment terms;

https://gao.az.gov/travel https://gao.az.gov/travel

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Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments

2.8.12 Quantity delivered or performed;

2.8.13 Line item unit of measure;

2.8.14 Item price;

2.8.15 Extended pricing;

2.8.16 Receipt for pass-through expenses (if applicable);

2.8.17 Taxes (as a separate invoice line item), including the percentage used to calculate taxes;

2.8.18 Mileage;

2.8.19 Mailing fees (if applicable); and

2.8.20 Total invoice amount due.

2.9 No Invoice Without Authorization. Contractor shall not seek payment for any:

2.9.1 Materials or Services that have not been authorized on an acknowledged Order;

2.9.2 Expediting, overtime, premiums, or upcharges absent State’s express prior approval; or

2.9.3 Materials or Services that are the subject of a Contract Amendment that has not been fully signed by the Procurement Officer.

2.10 Submitting Invoices. Contractor shall submit an invoice to the ordering Eligible Agency using the form and/or process required by the ordering Eligible Agency. Every invoice must be signed by Contractor’s authorized representative and accompanied by all supporting information and documentation required by the Contract and applicable laws.

2.11 Defective Invoices. Without prejudice to its other rights under the Contract or further obligation to Contractor, the ordering Eligible Agency may, at its discretion, reject any materially defective invoice.

2.11.1 The ordering Eligible Agency shall notify the Contractor within five (5) business days after receipt if it determines an invoice to be materially defective.

2.11.2 Invoices will be deemed automatically rejected upon delivery if they: are sent to an incorrect address, do not reference the correct State contract and Purchase Order number, or are payable to any Person other than the Contractor.

2.11.3 The ordering Eligible Agency shall have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

2.12 Payments

2.12.1 Payment Deadline. State shall make payments in compliance with Arizona Revised Statutes

Titles 35 and 41. Unless and then only to the extent expressly stated otherwise in the Pricing Section of the Special Terms and Conditions above, State shall make payment in full for Materials that have been delivered and accepted and Services that have been performed and accepted within the time specified in A.R.S. § 35-342, after both of the following occur: (a) all of the Materials being invoiced have been delivered or installed (as applicable) and accepted and all of the Services being invoiced have been performed and accepted; and (b) Contractor has provided a complete and accurate invoice in the form and manner called for in the Contract, provided that, State will not make or be liable for any payments to Contractor until Contractor has registered properly in the State’s eProcurement System and provided a current IRS Form W-9 to State unless excused by law from providing one.

2.12.2 Payments Only To Contractor. Unless an assignment and assumption agreement has been reached between the Contractor and State pursuant to Section 5.1 of the Special Terms and Conditions [Assignment and Delegation] or the State has been otherwise compelled by operation of law or order of a court of competent jurisdiction, State will only make payment to Contractor under the federal tax identifier the Contract was awarded to within the eProcurement System.

2.12.3 Payment. The applicable Eligible Agency shall pay undisputed amounts due to Contractor within

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Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments the time period specified in Section 4 Costs and Payments of the Uniform Terms and Conditions.

2.12.4 Joint Checks or Direct Pay. Applicable Eligible Agency may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

2.12.5 Recovery of Overpayment. If applicable, Eligible Agency determines that an overpayment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the overpayment and may deduct the overpaid amount from amounts then or thereafter due to Contractor.

2.12.6 Purchasing Card. Applicable Eligible Agency may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a purchasing card (also called a p-card) are the responsibility of the Contractor. Unless otherwise stated in the Contract, there will be no additional fees or increase in prices associated with this method of payment.

2.12.7 Automated clearing house. Applicable Eligible Agency may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, the Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract. The form is available online at: https://gao.az.gov/publications/forms.

2.13 Applicable Taxes

2.13.1 Contractor To Pay All Taxes. State is subject to Arizona Transaction Privilege Tax (TPT).

Therefore, Arizona TPT applies to all sales under the Contract and Arizona TPT is Contractor’s responsibility (as seller) to remit. Contractor’s failure to collect Arizona TPT or any other applicable sales or use taxes from an Eligible Agency will not relieve the Contractor of any obligation to remit sales or use taxes that are due under the Contract or laws. Unless clearly stated otherwise in the Contract, all prices therein include Arizona TPT as well as every other manner of transaction privilege or sales/use tax that is due to a municipality or another state or its political subdivisions. Contractor shall pay all federal, state, and local taxes applicable to its operations and personnel.

2.13.2 Tax Indemnity. Contractor shall hold State harmless from any responsibility for taxes or contributions, including any applicable damages and interest, that are due to federal, state, and local authorities with respect to the Work and the Contract, as well as any related costs; the foregoing expressly includes Arizona TPT, unemployment compensation insurance, social security, and workers’ compensation insurance.

3.0 Contract Changes

Contract changes shall only be made through a formal written amendment signed by both parties.

No oral statements or other written materials shall be binding unless incorporated into an amendment executed by the authorized representatives of both the DEMA and the Contractor.

4.0 Risk and Liability

4.1 Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-production, production, storage, transit, staging, assembly, installation, testing, and commissioning, if and as those duties are within the scope of the Work, until they have been accepted as conforming by DEMA in the particular location and situation specified in the Order, or as specified generally elsewhere in the https://gao.az.gov/publications/forms

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Affairs Contract No.: CTR079524

Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming

Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems from the nonconformance.

4.2 General Contractor Indemnification and Insurance Requirements

4.2.1 Contractor Indemnification (Not Public Agency). 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

Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona.

4.2.2 Insurance Requirements: Addendum A to the Special Terms and Conditions: Contractor

Insurance Requirements is incorporated herein as part of the Special Terms and Conditions.

5.0 Warranties

All services provided under this Agreement include a 90-day warranty covering both labor and parts. All new equipment supplied by the Contractor shall include the manufacturer’s standard warranty and remain eligible for technical support and calibration services in accordance with RADeCO’s standard policies and procedures.

6.0 Contractor Compliance with Federal Statues or Executive Orders:

The Contractor shall covenant and agree to comply with the following Federal Acquisition Regulation

(FAR) clauses, which are incorporated in this contract by reference to implement provisions of law or executive orders including any amendments to the Final Rule that may hereafter be issued as

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Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for required by master cooperative agreement. Reference https://www.acquisition.gov

6.1 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title

VI, Chapter 1 (41 U.S.C. 251 note)).

6.2 52-203-7 Copeland Anti-Kickback Act (OCT 2010). (18 U.S.C. 874 and 29 CFR Part 3).

6.3 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2013) (Pub.

L. 109-282) (31 U.S.C. 6101 note).

6.4 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (AUG 2013) (31 U.S.C. 6101 note).

6.5 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (MAY 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division

D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

6.6 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

6.7 52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation (JUL 2005).

(40 U.S.C. 327-330 and 29 CFR Part 5).

6.8 52.222-19, Child Labor—Cooperation with Authorities and Remedies (JAN 2014) (E.O.

13126).

6.9 52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (DEC

2010)(E.O. 13496).

6.10 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

6.11 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG

2011).

7.0 General Provisions for Materials

7.1 Applicability. Section 12 applies to the extent the Work is or includes Materials.

7.2 Off-Contract Materials. Contractor shall ensure that the design and/or procedures for the Materials ordering method prevents Orders for items not included in the scope of the Contract (and for which no price or compensation has been established contractually) or specifically excluded items.

Notwithstanding that State might have its own internal administrative rules regarding off-contract or excluded item ordering, and endeavors to prevent such orders from occurring, Contractor is responsible for not accepting any such Orders. State may, at its discretion, return any such items under subparagraph 12.17 or cancel any such Order under subparagraph 12.18, in either case being without obligation and at Contractor’s expense.

7.3 Compensation for Late Deliveries. Contractor shall have clear, published policies in place regarding late delivery, order cancellation, discounts, or rebates given to compensate for late deliveries, etc., and make them readily available to those Eligible Agencies that are likely to need them. If late deliveries have been specifically addressed in the Contract, the Contract shall take precedence over any such Contractor policies.

7.4 Indicate Shipping Costs on Order. Contractor shall identify and provide the required substantiating documentation for the amount it intends to add for shipping in the Order acknowledgment if shipping is additional to the contracted price or rate for an item; otherwise, Contractor shall indicate that shipping is http://www.acquisition.gov/

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Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments included in the Order price (in other words, every Order must indicate clearly whether or not shipping is included in the Order price, and if not included, how much is to be added and why that amount is the correct or appropriate one).

7.5 Current Products. Contractor shall keep all products being offered under the Contract: (a) in current and ongoing production; (b) in its advertised product lines; (c) as models or types that are actively functioning in other paying customer environments; and (d) in conformance to the requirements of the Contract.

7.6 Maintain Comprehensive Selection. Contractor shall provide at all times the comprehensive selection of products for which a price is established in the Contract for ordering by Eligible Agencies.

7.7 Additional Products. State, at its discretion, may modify the scope of the Contract by Contract Amendment to include additional products or product categories so long as they are within the general scope of the ones originally covered by the Contract. Once the Contract Amendment has been fully executed, Contractor shall then update all applicable pricing and make the pricing available to all affected entities at no additional cost. Either party may make the request to add products to the Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional products, but State may elect not to add some or all of the products in question if no agreement is reached on pricing in a timely manner. Contractor’s request or proposal in response to State’s request shall include: (a) documentation demonstrating that the additional products meet or exceed the specifications for the original products while remaining in the same product groups as the original ones; and (b) documentation demonstrating that the proposed price for the additional products is both fair and reasonable and at the same level of discount relative to market price as were the original ones. Demonstration of (b) typically requires showing how prices offered to a significant number of buyers compare to the prices or discounts proposed for the additional products.

7.8 Discontinued Products. If a product or groups of products covered by the Contract are discontinued by the manufacturer, Contractor shall notify State within five (5) business days after receiving the manufacturer’s notification. State, at its discretion, may allow Contractor to provide substitutes for the discontinued products or delete the products from the scope of the Contract. The resulting change to the Contract will be formalized by Contract Amendment. Contractor shall then update all applicable pricing and make the pricing available to all affected entities at no additional cost. The parties shall negotiate in good faith a fair price for any substitute product, but State may elect to delete the products from the scope of the Contract if no agreement is reached on substitute pricing in a timely manner.

When notifying State of any discontinuance, Contractor shall provide: (a) manufacturer’s announcement or documentation stating that the products have been discontinued, with identification by model/part number; (b) documentation demonstrating that the substitute products meet or exceed the specifications for the discontinued products while remaining in the same product groups as were the discontinued ones; and (c) documentation demonstrating that the proposed price for the substitute products is both fair and reasonable and at the same level of discount relative to market price as were the discontinued ones.

7.9 Forced Substitutes. The Contractor shall not provide forced substitutions under the Contract; Contractor shall obtain State’s prior written consent before making any discretionary substitution for any product covered by the Contract.

7.10 Recalls. In the event of a recall notice, technical service bulletin, or other important notification affecting a product offered under the Contract (collectively, “recalls” hereinafter), Contractor shall send timely notice to State for each applicable Order referencing the affected Order and product.

Notwithstanding whatever protection Contractor might have under A.R.S. § 12-684, with respect to a manufacturer, Contractor shall handle recalls entirely and without obligation on State’s part, other than to permit removal of installed products, retrieve stored products, and take any other reasonably

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7.11 Delivery Time. Unless stated otherwise in the Purchase Order, Contractor shall make delivery within two (2) business days after receiving each Order.

7.12 Delivery Locations. Contractor shall offer deliveries to every location served under the scope of the Contract, specifically

7.12.1 if the Contract is for a single State agency in a single area, then Contractor shall deliver to any agency location in that area;

7.12.2 if the Contract is for a single State agency in all its locations, then Contractor shall deliver to any of that agency’s location in Arizona;

7.12.3 if the Contract is for unrestricted mandatory statewide use, then:

7.12.3.1 Contractor shall deliver to any Eligible Agency anywhere in Arizona;

7.12.3.2 if the Purchase Order indicates defined delivery areas and prices, those always apply unless the Order expressly states otherwise and Contractor accepts it.

7.13 Conditions at Delivery Location. Contractor shall verify receiving hours and conditions (e.g.

height/weight restrictions, access control, etc.) with the relevant Eligible Agency for the receiving site before scheduling or making a delivery. Contractor shall make each delivery to the specific location indicated in the Order, which Contractor acknowledges might be inside an industrial building, institutional building, low-rise office building, or high-rise office building instead of a normal receiving dock. Contractor might be required to make deliveries to locations inside a secured perimeter at certain institutional facilities such as prisons where prior clearances are required for each delivery and driver individually. Contractor shall contact each such facility directly to confirm its most current security clearance procedures, allowable hours for deliveries, visitor dress code, and other applicable rules.

State shall not pay extra charges for wait time, comebacks, or the like, nor excuse late deliveries if Contractor has failed to comply with this section.

7.14 Materials Acceptance. State has the right to accept Materials subject to a complete inspection on delivery and installation, if installation is Contractor’s responsibility. State may require acceptance criteria, including, but not limited to, conformity to the Contract, workmanship, and quality under the Contract or for a specific Order. Contractor shall remove any rejected Materials from the delivery location, or from any area to which it might have been reasonably necessary to move it, and subsequently deliver an equal quantity of conforming items within a timeframe set by the Eligible Agency . State shall not owe Contractor any payment for rejected Materials, and State may, at its discretion, withhold or make partial payment for any rejected Materials that have been returned to Contractor in those instances where State has agreed to permit repair instead of demanding replacement.

7.15 Correcting Defects. Contractor shall, at no additional cost and without entitlement to extension of any delivery deadline or specified time for performance, remove or exchange and replace any defective or non-conforming delivered or installed Materials.

7.15.1 Contractor shall be solely responsible for the cost of any associated cutting and patching, temporary protection measures, packing and crating, hoisting and loading, transportation, unpacking, inspection, repacking, reshipping, and reinstallation if installation is within the scope of the Contract.

7.15.2 If Contractor fails to do so in a timely manner, State will be entitled to exercise its remedies under the Contract, including but not limited to, paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions.

7.15.3 Whether State will permit Contractor to repair in place or demands that Contractor remove and replace is at State’s discretion in each instance, provided that, State shall not apply that discretion punitively if repair in place is practicable and doing so would not create safety

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7.16 Returns. State may, at its discretion, return for full credit and with no restocking charges, any delivered Materials unused in the original packaging within thirty (30) days after receipt, regardless of acceptance. If State elects to return delivered Materials, then State shall pay delivery costs to return the products to the place from which Contractor shipped them. However, if State returns delivered Materials because they are defective or non-conforming or for any other reason having to do with Contractor fault or error, then State will not be responsible for any costs associated with returning the Materials and may, at its discretion, either have those billed directly to Contractor, offset them under paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions, or take any other appropriate actions under the Contract.

7.17 Product Safety. Materials as-shipped must comply with applicable safety regulations and standards. Unless expressly stated otherwise in the Scope of Work, State is not responsible for making any Materials safe or compliant following acceptance. Contractor shall only deliver Materials that are already safe and compliant with the warranties in the Contract Terms and Conditions.

7.18 Hazardous Materials. Contractor shall timely provide State with any “Safety Data Sheets” (SDS) and any other hazard communication documentation required under the United States Department of Labor’s Occupational Safety and Health Administration (OSHA) “Hazard Communication Standard” (often referred to as the “HazCom 2012 Final Rule”) that is reasonably necessary for State to comply with regulations when it or its other contractors install, handle, operate, repair, maintain or remove any Materials. Note that, in the past, those documents might have been referred to as “Material Safety Data Sheets” or “Product Safety Data Sheets”, but State (and this Contract) use only the more up-to-date “SDS” reference. Contractor shall ensure that all its relevant personnel understand the nature of and hazards associated with (to the extent they are Contractor’s responsibility under the Contract) the design, shipping, handling, delivery, installation, repair and maintenance of any portion of the Work that is, contains or will become upon use a hazardous material, with “hazardous material” being any material or substance that is: (1) identified now or in the future as being hazardous, toxic or dangerous under applicable laws; or (2) subject to statutory or regulatory requirement governing special handling, disposal or cleanup.

8.0 General Provisions for Services

8.1 Applicability. Article 13 applies to the extent the Work is or includes Services.

8.2 Comprehensive Services. Contractor shall provide the comprehensive range of Services for which a price is established in the Contract for ordering by Eligible Agencies .

8.3 Additional Services. State at its discretion may modify the scope of the Contract by Contract Amendment to include additional Services or service categories that are within the general scope of the ones originally covered by the Contract. Once the Contract Amendment is fully executed, Contractor shall then update all applicable pricing and make them available to all affected entities at no additional cost. Either party may make the request to add Services to the Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional Services, but State may elect not to add some or all of the Services in question if no agreement is reached on pricing in a timely manner. Contractor’s request or proposal in response to State’s request shall include documentation demonstrating that the proposed price for the additional Services is both fair and reasonable and comparable to the original prices.

8.4 Off-Contract Services. Contractor shall ensure that the ordering process for the Services prevents Orders for Services not included in the scope of the Contract (and for which no price or compensation has been established in the Contract) or Services explicitly excluded from the Contract. Notwithstanding that State might have its own internal administrative rules regarding off-contract or excluded ordering of Services, and

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Affairs Contract No.: CTR079524

Description: DEMA – Radeco Service and Equipment Sales for Air Sampling Instruments endeavors to prevent such Orders from occurring, Contractor is responsible for not accepting any such Orders. State may, at its discretion, cancel any such Order without obligation.

8.5 Removal of Personnel. Notwithstanding that Contractor is in every circumstance responsible for hiring, assigning, directing, managing, training, disciplining, and rewarding its personnel, State may at its discretion, and without the obligation to demonstrate cause, instruct Contractor to remove any of its personnel from State’s facilities or from further assignment under the Contract. In such cases, Contractor shall promptly replace removed personnel with other personnel that have equivalent qualifications, experience, and capabilities.

8.6 Accuracy of Work. Contractor is responsible for the accuracy of the Services and shall promptly make all necessary revisions or corrections resulting from errors and omissions on its part without additional compensation. Acceptance by State shall not relieve Contractor of responsibility for correction of any errors discovered subsequently or necessary clarification of any ambiguities.

8.7 Requirements at Location of Services

8.7.1 Contractor personnel shall perform their assigned portions of the Services at the specific location indicated in the Order. Contractor acknowledges that the location might be inside an industrial building, institutional building, or one of various office types and classes.

8.7.2 If performing the Services requires Contractor personnel to work inside a secured perimeter at certain institutional facilities (including but not limited to prisons) where prior clearances are required, Contractor shall contact the facility directly in advance of performing the Services to confirm its current security clearance procedures, allowable hours for work, visitor dress code, and other applicable rules. State shall not pay any additional fees (including but not limited to service charges) or excuse late performance, if Contractor has failed to comply with these requirements.

8.8 Acceptance of Services. State has the right to accept Services subject to acceptance criteria. State may apply acceptance criteria to the Contract or a specific Order, which may include, but are not limited to, accuracy, completeness, conformance to requirements, or quality. State shall not pay Contractor for unaccepted Services, and State may, at its discretion, withhold or make partial payment for any rejected Services, while Contractor is in the process of re-performing or otherwise curing the grounds for State’s rejection.

8.9 Corrective Action Required. Notwithstanding any other guarantees, general warranties, or particular warranties Contractor has given under the Contract, and in addition to any other rights and remedies available under the Contract, if Contractor fails to perform any material portion of the Services including, but not limited to, failure to complete any contractual deliverable or failure to meet agreed-upon service levels or service standards set out in or referred to in the Contract, then Contractor shall perform a root-cause analysis to identify the source of the failure and use all commercially reasonable efforts to correct the failure and meet the Contract requirements as promptly as is practicable.

8.9.1 Contractor shall provide State a report detailing the identified cause and setting out its detailed corrective action plan promptly after the date the failure occurred (or the date when the failure first became apparent, if it was not apparent immediately after occurrence).

8.9.2 State may demand to review and approve Contractor’s analysis and plans, and Contractor shall make any and all reasonable corrections State instructs and adopt State’s recommendations, including any measures State determines to be necessary for employee or public safety, or the protection of property or the environment.

8.9.3 Contractor shall take the necessary action(s) to avoid any like failures in the future.

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Addendum A

Contractor Insurance Requirements

Affairs Contract No.: CTR079524

Addendum A - Contractor Insurance Requirements

1. Standard Professional Service Contracts Professional Liability insurance is issued for a “professional” and covers the rendering of, or failure to render, services of a professional nature. Professional Liability insurance is usually written on a claims-made basis.

Therefore, the Contractor needs to maintain coverage during the contract period and for a specified period (typically two years) after the project has been completed.

The types of losses that can occur as a result of professional rendering services are often excluded under general liability insurance policies. Therefore, these losses need to be covered through a separate professional liability insurance policy.

Professional liability insurance is needed when one of the following applies:

• If the professional is licensed, registered, or certified and expected to follow the usual and customary standards of their profession. Professions in this category include, but are not limited to, accountants, attorneys, engineers/architects, construction management, technical consultant, surveyor (AF), and appraisers.

• If the information provided by the professional is to be used by the State of Arizona in a decision-making process that may have an impact to life, health, safety, and/or a significant financial impact to the State, its agencies, and the public.

If you have questions regarding the applicability of Professional Liability insurance, please contact your assigned State Risk Insurance Analyst.

1.1. 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

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Affairs Contract No.: CTR079524 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.

1.2. Insurance Requirements

1.2.1. 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.

1.2.2. 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.

1.3. Minimum Scope and Limits of Insurance

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

1.3.1. Commercial General Liability (CGL) – Occurrence Form

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.

1.3.2. Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non- owned 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

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Affairs Contract No.: CTR079524 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.

1.3.3. 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…