1-26-056 RFP Final.docx

Supplier Sustainability Questionnaire

“Return this Section with your Response.”

REQUEST FOR PROPOSAL

RFP# 26-056

UNIVERSITY-HAYDEN BUTTE REDEVELOPMENT

AREA CONSULTING SERVICES

RFP ISSUE DATE:

MONDAY, OCTOBER 6, 2025

DEADLINE FOR INQUIRIES/QUESTIONS:

MONDAY, OCTOBER 20, 2025, 5:00 P.M. (LOCAL TIME)

RFP DUE DATE AND TIME:

MONDAY, NOVEMBER 10, 2025, 3:00 P.M. (LOCAL TIME)

To join the public opening at the RFP due date and time via Microsoft Teams, please visit the following website: Join the meeting

Meeting ID: 226 701 399 514 7 Passcode: f6Cd6fR9

ALL INQUIRIES MUST BE DIRECTED TO:

John Snow, CPPO, NIGP-CPP EMAIL: john_snow@tempe.gov

PHONE: 480-350-8885

Submit Electronic Proposal and Documents to:

https://tempe-gov.bonfirehub.com

Table of Contents

Scope of Work

INTRODUCTION

The City of Tempe (“City”) is seeking proposals from qualified Consultants to: (i) assess the conditions of specific areas identified by the City, as described below, for the purpose of modifying the University-Hayden Butte Redevelopment Area (“UHBRA”); and (ii) prepare the documentation needed to support a future modification of the UHBRA in compliance with applicable state law, including Arizona Revised Statutes (“A.R.S.”) Title 36, Chapter 12, Article 3. If the results of this analysis determine that the predominance of properties (50 percent or more) within the study area exhibit slum and blight indicators, this information will be presented to the City Council to consider declaring such and adopting an amended UHBRA. Concurrently with these efforts, the City will prepare an amended University-Hayden Butte Redevelopment Plan (“UHBRP”), in accordance with A.R.S. Section 36-1479.

BACKGROUND

Tempe is a dynamic city in the heart of the Greater Phoenix Metropolitan Area (the Valley). Covering 42 square miles, Tempe is a hub of innovation and economic activity, recognized as a top technology center in Arizona and a leading choice for major corporations. The city is home to over 17,000 businesses and employs more than 210,000 people, making it a significant importer of employees. Tempe thrives on innovation, education, and a forward-thinking ethos. Major city initiatives focus on transportation, accessibility, sustainability, quality of life, open data, performance metrics, and inclusivity. The city is renowned as the most walkable and bikeable in the Valley, boasting hundreds of miles of bike lanes and pedestrian corridors. This commitment to mobility complements Tempe's high quality of life, bolstered by its sunny climate, vibrant cultural scene, and diverse recreational opportunities, including Tempe Town Lake and Mill Avenue. With its strategic location, progressive infrastructure, and vibrant community, Tempe stands out as a premier place to live, work, and grow.

University-Hayden Butte

As one of the oldest established communities in the Valley, the city is primarily built-out. However, as existing areas experience age and decline, they present as opportunities for redevelopment and revitalization. The UHBRA was originally established by the City Council in 1973 in order to encourage continued investment in the city’s central core. Since that time, the UHBRA has been amended periodically with the last boundary amendment occurring in mid-2003. The associated UHBRP was most recently amended at the end of 1994, and a separate plan for Area 5 of the UHBRA was subsequently adopted during the beginning of 2003. In April of 2020, the City Council renewed the UHBRA per A.R.S. 42-6209(F).

Presently, the UHBRA is generally bounded by Center Parkway and the Loop 202 Freeway on the north, the Loop 101 Freeway on the east, Rio Salado Parkway on the south (also including the portion of the Mill Avenue District to University Drive), and State Route 143 on the west. An exhibit illustrating the existing boundary of the UHBRA is provided in Appendix A, and a copy of the 1994 Amended UHBRP is provided in Appendix B. Note that the City has no known record of the Redevelopment Plan for Area 5 of the UHBRA.

While University-Hayden Butte has experienced significant reinvestment and redevelopment over time, it has likely been over 20 years since the UHBRA and its surrounding area have been comprehensively surveyed and assessed. Because of this, it is anticipated that some areas within the UHBRA may be removed, while others may be added. As described in more detail on the following page, the City is seeking proposals from qualified Consultants to analyze the conditions of specific areas identified by the City (the “Study Area”) for possible inclusion in the UHBRA. See Appendix C. The Study Area is comprised of approximately 367 parcels. As indicated above, the results of the Study Area analysis will be presented to the City Council for consideration to adopt an amended UHBRA, in accordance with state law. Concurrently, the City will prepare an amended UHBRP, which will reflect the amended UHBRA and may include updated goals and strategies for the area, as appropriate.

CONTRACT TERM

The initial contract will be for a period of one (1) year with four (4) one (1) year renewal options exercisable based on future pricing and performance of the awarded firm.

Scope of Work

RFP# 26-056 UNIVERSITY-HAYDEN BUTTE REDEVELOPMENT

AREA CONSULTING SERVICES 5 | Page Specifications

Data Collection & Documentation Services – The selected Consultant will be responsible for:

1. Performing detailed collection, analysis, and compilation of data for the properties within the Study Area in order to investigate the existence of slum and/or blighted conditions, as defined by A.R.S. Title 36, Chapter 12, Article 3 (Note: The City may expand the boundary of the Study Area to include the existing UHBRA (or portions thereof), if determined necessary at a future date. Changes to the Scope of Work and/or Specifications (if any) will be addressed in an addendum/modification to an executed contract with the selected Consultant.);

2. Preparing a summary of findings and preliminary recommendations for the Study Area as it relates to a future modification of the UHBRA; and,

3. Preparing a final Redevelopment Study Area Report, drafted with input from City staff and other stakeholders, for consideration by the City Council and for possible incorporation into the amended UHBRP (prepared by City staff).

Public Engagement Services – The selected Consultant will be responsible for facilitating an extensive public engagement process pertaining to the amended UHBRA, according to an approved Public Engagement Plan. The City will be responsible for all required public notification.

Adoption Services – The selected Consultant will be responsible for attending and participating in public hearings related to the adoption of the amended UHBRA.

In addition to the specific tasks above, it is anticipated that the selected Consultant may participate in regular or as-needed meetings with City staff to ensure that all deliverables are completed within a prescribed timeframe, as well as other stakeholder meetings to provide subject matter expertise, as needed.

Specifications

AREA CONSULTING SERVICES 5 | Page General Instructions Failure to follow these instructions may result in rejection of proposal for non-responsiveness or cancellation of any Contract awarded.

1. Preparation of Proposal:

A. Proposals shall be submitted through the City’s Procurement Portal (Bonfire) website at https://tempe-gov.bonfirehub.com under the appropriate solicitation opportunity no later than the designated due date and time and duly signed by an authorized representative of the company. Submissions submitted elsewhere or under the wrong solicitation will not be considered.

B. Submission materials should be prepared in the file formats listed under Requested Information for this opportunity in the Bonfire Portal. The maximum upload file size is 1000 MB.

C. Submissions may be amended via the City’s Bonfire Portal but only before the designated due date and time.

D. The signed proposal response constitutes an irrevocable offer to sell the goods and/or services specified herein. Offeror shall submit all additional data, documentation, or information as requested by the City, signifying its intent to be bound by the terms of the Request for Proposal.

E. Negligence in preparation of a proposal confers no right of withdrawal. Offeror is solely responsible for seeking clarification of any requirement and presenting accurate information in the proposal response. The City shall not reimburse any costs for a proposal, or its submission, presentation or withdrawal, for any reason. Failure to read, examine and understand the solicitation and any of its addenda will not excuse any failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation.

F. The proposal must be uploaded, submitted and finalized prior to the designated due date and time. The City strongly recommends allowing sufficient time and at least one (1) day before the due date to begin the uploading process and to finalize the submission.

2. Definitions: For purposes of this Request for Proposal and resultant Contract, the following definitions apply:

A. “City” means the municipal corporation of the City of Tempe, Arizona.

B. “Code Governance” means unless otherwise specified herein, the provisions of the Tempe City Code, Chapter 26A shall apply and govern this Request for Proposal.

C. “Contract” means the agreement for the procurement of goods, equipment, materials, software, maintenance, contracted services, professional services, or concessions.

D. “Contractor” means an Offeror responding to a Request for Proposal who has been awarded a Contract with the City.

E. “Offer” means a written offer to furnish goods, equipment, materials, software, maintenance, contracted services, professional services, or concessions to the City, in conformity with the standards, specifications, delivery terms and conditions, and all other requirements established in a competitive solicitation.

F. “Offeror” means a business, entity or person who submits an Offer in response to a competitive solicitation.

G. “Public Record” means proposals and all other documents submitted in response to this solicitation shall become the property of the City and shall be a matter of public record available for review following the Contract award.

H. “Purchase Order” means a document issued by the Procurement Office directing the Contractor to deliver the goods, equipment, materials, software, maintenance, contracted services, professional services or concessions to the City.

I. “Request for Proposal” means a competitive solicitation issued by the City for the procurement of goods, equipment, materials, software, maintenance, contracted services, professional services or concessions.

3. Late, Unsigned and/or Incomplete Proposal: A late, unsigned and/or materially incomplete proposal will be considered nonresponsive and rejected.

4. Inquiries: Questions regarding this Request for Proposal shall be directed to the Procurement Officer identified on the cover page of this document through Messages/Opportunity Q&A on the City’s Procurement Portal through Bonfire. Offerors shall not contact or ask questions of other City staff or the City department for which the requirement is being procured. All questions must be submitted no later than the date and time indicated in the City’s Bonfire Portal.

5. Withdrawal of Proposal: At any time before RFP Due and time, an Offeror may un-submit a proposal response through the City’s Bonfire portal.

6. Proposal Addenda: Any changes to the solicitation document will be in the form of an Addendum. Addenda are posted on the City’s Procurement Portal (Bonfire) website at https://tempe-gov.bonfirehub.com under the appropriate solicitation opportunity. Interested parties are cautioned to check the Procurement Portal through Bonfire for addenda prior to submitting the proposal. The City will not be held responsible if an Offeror fails to receive any addenda issued. The City shall not be responsible for any oral changes to the scope of work or specifications made by any employees or officer of the City and interested parties are cautioned not to rely on any such changes.

7. Compliance with City Solicitation Requirements: Unless stated otherwise in this Request for Proposal, the City reserves the right to award by individual line item, by group of items, or as a total at the City’s discretion. The City expressly reserves the right to waive any immaterial defect or informality, or reject any or all proposals, or portions thereof, or reissue this Request for Proposal.

8. Compliance of Proposal Offeror/Contractor Forms: Any documents or forms (including separate Contract, maintenance agreement or training agreement) intended by the Offeror to be utilized in any resulting Contract, must be submitted with the proposal. Any documents inconsistent with or taking exception to the terms, conditions, specifications and/or other requirements stated within this Request for Proposal may cause the proposal to be considered as nonresponsive and rejected. No documents will be considered unless submitted with vendor’s proposal offer and approved by the Procurement Office.

9. Responsiveness to Specifications: Performance or feature requirements which are designated as mandatory or minimums are needed in order to satisfy an identified task or performance need. A description is given for each designated feature. This description shall be used to determine if the Offeror's proposed product(s) and/or service(s) is/can perform the function(s) specified in the Request for Proposal.

It is recognized that more than one method may be used to accomplish the sought-after task functionality.

If Offeror has an alternate method of performing functional tasks, then Offeror shall list such method as an "alternate" and describe in full detail within the proposal. The City shall be the sole judge as to whether any alternative methodology will be accepted.

"Must", "shall", "will", "minimum", "required" and/or "mandatory" performance/feature statements must be met or exceeded by the Offeror. Should no Offeror be found responsive to all designated Request for Proposal requirements, the City at its option, may either award the Contract to the most responsive Offeror or cancel the Request for Proposal and issue another Request for Proposal for the need under revised specifications.

10. Questionnaire: Offeror must complete the Questionnaire portion of this Request for Proposal and provide any documentation required to support the answers. Questionnaire items, which are designated as mandatory, are needed to satisfy a required task or performance criteria. Items which may be listed as desirable are not required to be responsive to the Request for Proposal and will be relatively evaluated against other proposals in making a final award decision.

If supporting documentation is required, Offeror shall provide the documentation in the sequence set forth in the Request for Proposal and ensure all technical literature and/or narrative explanations fully address the specifics of the question. Vague or disorganized responses that do not allow sufficient information for evaluation purposes may result in rejection of a proposal.

11. Clarifications and Negotiations with Offerors and Revisions to Proposal: Clarifications may be made with any submitting firm at any time during the evaluation phase of this procurement. Clarifications are not negotiations and may be utilized by the City to ensure thorough and complete understanding of, and responsiveness to, the solicitation requirements. Negotiations may be conducted with responsible Offerors who submit proposals determined to be reasonably susceptible of being selected for award. The purpose of negotiations is to allow the City and the Offeror(s) to revise initial offers through an exchange or series of exchanges. Should the City elect to call for best and final offers, Offerors shall be accorded fair and equal treatment with respect to any opportunity for negotiations and revision of proposals, and such revisions may be permitted after submissions and prior to award. In conducting clarifications and negotiations there shall be no disclosure of any information derived from proposals submitted by competing Offerors. The purposes of such negotiations shall include but not be limited to:

A. Determine in greater detail such Offeror's qualifications;

B. Explore with the Offeror the scope and nature of the project, the Offeror's proposed method of performance, and the relative utility of alternate methods of approach;

C. Determine that the Offeror will make available the necessary personnel and facilities to perform within the required time; and

D. Agree upon compensation, which is fair and reasonable, considering the estimated value of the required services, and the scope, complexity and nature of such services.

12. Proposal Opening: Proposals shall be opened at the time and place designated on the cover page of this Request for Proposals. The name of each Offeror and the identity of the Request for Proposal for which the proposal was submitted shall be publicly read and recorded in the presence of witnesses. Proposals, modifications and all other information received in response to this Request for Proposal shall be shown only to City personnel having a legitimate interest in its evaluation. Prices shall not be read. After Contract award, the proposals and the evaluation documentation shall be open for public inspection, except where the City has determined that specific portions of the proposal are confidential.

13. Proposal Evaluation and Award: The City shall determine whether a proposal meets the specifications and requirements of this Request for Proposal, at its sole discretion, and reject any proposals not meeting the intent or requirements set forth herein. Award(s) shall be made to the responsible Offeror whose proposal is determined in writing to be the most advantageous to the City, taking into consideration the evaluation factors set forth in the Request for Proposal. The City shall be the sole judge as to the acceptability of the products and/or services offered. The City reserves the right to reject any and all proposals.

14. Award of Contract: A proposal shall constitute a binding Offer to Contract with the City based on the terms, conditions and specifications contained in this Request for Proposal. An Offeror shall become a Contractor only upon execution of a formal Contract from the Procurement Office. Unless this Request for Proposal includes separate Contract document(s) or requires the Offeror to submit a Contract for review, a Contract shall be formed when the Procurement Office provides a written notice of award or a purchase order to the successful Offeror. All terms and conditions of the Contract are contained herein, unless modified by an amendment approved by the City. Proposals that take exception to the terms, conditions, specifications and/or other requirements stated within this Request for Proposal may cause the vendor’s Offer to be considered non-responsive and rejected. Exceptions will be evaluated on an individual basis to determine compliance with the purpose and intent of the terms and conditions stated within this solicitation. The City shall be the sole judge as to whether an exception complies with the general purpose and intent of any term, condition and/or specification set forth herein.

15. Proposal Results: Offers will be opened on the stated due date, time and location indicated on the cover sheet of the solicitation at which time the name of each offeror will be read. Offers and all evaluation information are not available for public inspection until after the contract has been awarded. After award of the contract, an appointment may be made with the Procurement Officer to review quotation documents.

A preliminary bid tabulation will be posted on the City’s Procurement Portal (Bonfire) immediately following the public bid opening. The information on the preliminary tabulation will be posted as it was red during the opening. The City makes no guarantee as to the accuracy of any information on the preliminary tabulation. Formal contract award results shall be placed on the Procurement Office web page https://www.tempe.gov/government/financial-services/procurement and posted at the front counter of the Procurement Office at the time the contract award is approved by the City Council. Award recommendations may also be viewed via the City Clerk’s web site normally up to five (5) days prior to the scheduled City Council meeting by visiting https://tempe.hylandcloud.com/AgendaOnline/.

16. Protests: Any actual or prospective Offeror who is aggrieved in conjunction with this Request for Proposal or award may protest the award to the Procurement Office. A protest based upon alleged improprieties in this Request for Proposal that are apparent before the proposal opening shall be filed prior to the proposal due date/time. A protest concerning an award recommendation must be filed within ten (10) business days after the date of award. Up to five (5) days before award of a contract, the Procurement Office will post award recommendations on the City Clerks website at (https://tempe.hylandcloud.com/AgendaOnline/) and at the Procurement Office front counter and web site for public review (www.tempe.gov/procurement). A protest shall be in writing and include the protester’s name, address and phone number, identification of the solicitation or Contract being protested, a detailed statement of the legal and factual grounds of the protest, including copies of all relevant documents and the form of relief requested. A protest is to be on the protester’s company letterhead and signed by the protestor or its authorized representative.

17. Tax: Unless specified herein, sales, use or federal excise tax shall not be included in proposal pricing. The City is exempt from payment of federal excise tax. For proposal evaluation, transaction (sales) privilege tax paid to the City of Tempe (1.8%) is considered a pass-through cost, calculated as zero ($0) expense when comparing pricing among competing companies that are not located in Tempe. For information on privilege (sales) tax, please contact the City's Tax and License Office at (480) 350-2955 or visit their web site at Sales Tax & Regulatory Licenses.

18. Payment: For a single requirement purchase, the City will endeavor to remit payment within thirty (30) calendar days from receipt and approval of acceptable products, materials and/or services and approval of correct invoice. For ongoing term contract purchases, the City will endeavor to remit payment within thirty (30) calendar days from approval of invoice.

19. Discounts: Payment discounts periods shall be computed from the date of receipt of acceptable products, materials and/or services or correct invoice, whichever is later to the date payment is mailed. Discounts shall be taken on the full amount of the invoice, unless otherwise indicated. The City shall be entitled to receive any discounts offered by Offeror if payment is made within the discount period.

20. Payment by City Procurement Card: The Procurement Office may elect to remit payment using a City procurement card. Each Offeror may indicate on the Vendor’s Offer Page in this Request for Proposal its ability to accept City procurement card payments. The inability to accept payment by City procurement card will not disqualify a proposal.

21. Code Governance: Unless otherwise specified herein, the provisions of the Tempe City Code, Chapter 26A shall apply and govern this Request for Proposal.

22. Public Record: Proposals and all other documents submitted in response to this solicitation shall become the property of the City and shall be a matter of Public Record available for review following the Contract award. Material portions of the recommended Offer(s) as determined by the City may be posted to the City’s website up to five (5) days prior to the City Council meeting.

23. Late Responses: The Offeror assumes responsibility for having the Proposal submitted on time to the City’s Procurement Portal (Bonfire) website. Any offers received after the RFP Due Date and Time shall not be considered. The Offeror assumes the risk of any delay in the electronic processing of the proposal response to Bonfire. Offerors must allow adequate time to ensure that the proposal is timely received.

24. Copying Responses: The Offeror hereby grants the City permission to copy all parts of its offer including, without limitation, any documents and/or materials copyrighted by the Offeror. The City’s right to copy shall be for internal use in the evaluating the Offers.

25. Confidential Information and Public Record: After award of a contract, proposals shall be available for public inspection, except to the extent that the withholding of information is required or permitted by law. Pursuant to A.R.S. § 35-214, and 41-1330 et seq., all records relating to the Request for Proposal and contract shall be subject to inspection at all reasonable times by the City for five (5) years after completion of the contract. Such records shall be produced by Offeror or Contractor at the time and place designated by the City.

A. If a person believes that an offer or specification contains information that should be withheld as confidential, a statement advising the procurement officer of this fact shall accompany the submission and the information shall be so identified wherever it appears. A general statement of confidentiality that is not appropriately referenced to a specific section of the RFP will not be sufficient to warrant protection by the City. The confidential portion of the submission must be clearly noted with accompanying justification for treating the section confidential. Failure of the vendor to appropriately designate confidential information in this manner will relieve the City of any obligation to protect this information as confidential.

B. The information identified by the person as confidential shall not be disclosed until the Procurement Office makes a written determination pursuant to A.R.S. § 121, et seq.

C. If the City determines to disclose the information, the Offeror shall be informed in writing of such determination. Notwithstanding the foregoing, following an award of contract, all proposal response information shall be available for public inspection.

General Instructions

AREA CONSULTING SERVICES 2 | Page

Standard Terms and Conditions These Standard Terms & Conditions shall be fully complied with by Offeror. Failure to comply with these requirements may result in rejection of a proposal for non-responsiveness, or cancellation or termination of any awarded Contract.

1. Applicable Law: This Contract shall be governed by, and the City and Contractor shall have all remedies afforded each by the Uniform Commercial Code as adopted in the State of Arizona, except as otherwise provided in this Request for Proposal and resultant contract, and all statutes, or ordinances pertaining specifically to the City. This Contract shall be governed by State of Arizona law and suits pertaining to this Contract may only be brought in courts located in Maricopa County, Arizona.

2. Arizona Climate Action Compliance: Offeror shall comply with all applicable standards, laws, rules, orders and regulations issued pursuant to A.R.S. §49-101, et seq., including but not limited to, Arizona Executive Orders Nos. 2006-13, 2005-02, and 2010-14 with regard to reducing GHG emissions, increasing energy efficiency, conserving natural resources and developing renewable energy sources.

3. Availability of Funds for the Next Fiscal Year: The City's obligation for performance of the Contract is contingent upon the availability of City, state and federal funds that are allocated or appropriated for payment obligations of the Contract. If funds are not allocated by the City or available for the continued use or purchase of services, work and/or materials set forth herein, the City may terminate the Contract. The City will make reasonable efforts to notify Contractor of such non-allocation affecting the obligations of the Contractor and/or City. The City shall not be penalized or adversely affected for exercise of its termination rights. Further, the City shall in no way be obligated or liable for additional payments or other damages as a result of such termination. No legal liability on the part of the City for any payment may arise for performance under this Contract.

4. Billing: All invoices submitted by Contractor for the City's review and approval shall be in itemized form to identify the specific item(s) being billed. Any purchase/delivery order issued by the City shall refer to the Contract number resulting from this Request for Proposal. Separate invoices are required on individual contracts or purchase orders. Only invoices with items resulting from this Request for Proposal will be accepted for review and approval by the City.

5. Certification: By signing the “Vendor’s Offer”, the Offeror certifies:

A. The submission of the proposal response did not involve collusion or other anti-competitive practices.

B. Offeror agrees that it will comply with section 2-603(5) of the Tempe City Code (“TCC”) and will not refuse to hire or employ or bar or discharge from employment any person or discriminate against such person in compensation, conditions, or privileges of employment because of race, color, gender, gender identity, sexual orientation, religion, national origin, familial status, age, disability, or United States military veteran status. Offeror further agrees to provide a copy of its antidiscrimination policy to the Procurement Officer to demonstrate compliance with TCC section 2-603(5) or attest in writing to its compliance in accordance with the attached Affidavit of Compliance.

C. Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted Offer. Failure to sign the “Vendor’s Offer” or signing it with a false statement shall void the submitted proposal and any resulting Contract. In addition, the Offeror may be barred from future proposal and bidding participation with the City and may be subject to such further actions as permitted by law.

D. Offeror agrees to promote and offer to the City only those materials and/or services as stated and allowed by this Request for Proposal and resultant Contract award. Violation of this condition shall be grounds for Contract termination by the City.

E. Offeror expressly warrants that it has and will continue to comply in all respects with Arizona law concerning employment practices and working conditions, pursuant to A.R.S. § 23-211, et seq., and all laws, regulations, requirements and duties relating thereto. Offeror further warrants that to the extent permitted by law; it will fully indemnify the City for any and all losses arising from or relating to any violation thereof.

F. Contractor agrees and covenants that it will comply with any and all applicable governmental restrictions, regulations and rules of duly constituted authorities having jurisdiction insofar as the performance of the work and services pursuant to the Contract, and all applicable safety and employment laws, rules and regulations, including but not limited to, the Fair Labor Standards Act, the Walsh-Healey Act, and the Legal Arizona Workers Act (LAWA), and all amendments thereto, along with all attendant laws, rules and regulations. Contractor acknowledges that a breach of this warranty is a material breach of this Contract and Contractor is subject to penalties for violation(s) of this provision, including termination of this Contract. The City retains the right to inspect the documents of any and all contractors, subcontractors and sub-subcontractors performing work and/or services relating to the Contract to ensure compliance with this warranty. Any and all costs associated with City inspection are the sole responsibility of Contractor. Contractor hereby agrees to indemnify, defend and hold City harmless for, from and against all losses and liabilities arising from any and all violations thereof.

G. If the Contractor engages in for-profit activity and has 10 or more employees, and if this Contract has a value of $100,000 or more, Contractor certifies it is not currently engaged in, and agrees for the duration of this Contract to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. Unless and until the U.S. District Court, District of Arizona’s injunction is lifted, A.R.S. § 35-393.01 is unenforceable.

H. Compliance with A.R.S. § 35-394. Contractor hereby certifies that it does not currently, and agrees for the duration of this Agreement, that Contractor will not, use: 1. The forced labor of ethnic Uyghurs in the People’s Republic of China; 2. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or 3. Any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Contractor hereby agrees to indemnify and hold harmless the Customer, its officials, employees, and agents from any claims or causes of action relating to the Customer’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Customer in defending such as action. Curing the term of agreement, Contractor shall alert the City within five (5) days after becoming aware of its noncompliance with this statute and cure any noncompliance within 180 days after initial notification of noncompliance. Failure to cure in accordance with the provisions of this statute shall result in contract termination.

6. Commencement of Work: Contractor is cautioned not to commence any work or provide any materials or services under the Contract until and unless Contractor receives a purchase order, Notice to Proceed, or is otherwise directed in writing to do so, by the City.

7. Confidentiality of Records: Contractor shall establish and maintain procedures and controls that are acceptable to the City for the purpose of assuring that no information contained in its records or obtained from the City or from others in carrying out its functions under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the City. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the City.

8. Contract Formation: This Contract shall consist of this Request for Proposal and the vendor’s proposal offer submitted, as may be found responsive and approved by the City. In the event of a conflict in language between the documents, the provisions of the City’s Request for Proposal shall govern. The City’s Request for Proposal shall govern in all other matters not otherwise specified by the Contract between the parties. All previous contracts between the Offeror and the City are not applicable to this Contract or other resultant contracts. Any contracted vendor documents that conflict with the language and requirements of the City's solicitation are not acceptable and void the Contract.

9. Contract Modifications: This Request for Proposal and resultant Contact may only be modified by a written contract modification issued by the Procurement Office and counter-signed by the Contractor. Contractors are not authorized to modify any portion of this solicitation or resulting Contract without the written approval of the Procurement Office and issuance of an official modification notice.

10. Contract Administration: Contractor must notify the designated Procurement Officer from the Procurement Office for guidance or direction on matters of Contract interpretation or problems regarding the terms, conditions or scope of this Contract. The Contract shall contain the entire agreement between the City and the Contractor, and the Contract shall prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders or master agreements in any form.

11. Cooperative Use of Contract: Any Contract resulting from this solicitation shall be for the use of the City of Tempe.

In addition, public and nonprofit agencies that have entered into a Cooperative Purchasing Agreement with the City of Tempe’s Department of Procurement are eligible to participate in any subsequent Contract. Additionally, this Contract is eligible for use by the Strategic Alliance for Volume Expenditures (SAVE) cooperative.

See http://www.mesaaz.gov/business/purchasing/save for a listing of participating agencies. The parties agree that these lists are subject to change. Any such usage by other municipalities and government agencies must be in accord with the ordinance, charter and/or rules and regulations of the respective political entity.

Any orders placed to, or services required from, the successful Contractor(s) will be requested by each participating agency. Payment for purchases made under this agreement will be the sole responsibility of each participating agency. The City shall not be responsible for any disputes arising out of transactions made by others. Contractor shall be responsible for correctly administering this Contract in accordance with all terms, conditions, requirements, and approved pricing to any eligible procurement unit.

12. Delegated Awards: In the event this Contract is administratively awarded via delegated authority as provided for in Section 26A-5 of the Procurement Ordinance, the Contractor acknowledges that a final Contract with the City of Tempe requires City Council approval and possibly the signature of the Mayor. Should this Contract be rejected by the City Council, Contractor agrees that it is immediately void and unenforceable against any party. The awarded firm(s) will be compensated only for any and all costs incurred up to the date of notification of such termination.

13. Dispute Resolution: This Contract is subject to arbitration to the extent required by law. If arbitration is not required by law, the City and the Contractor agree to negotiate with each other in good faith to resolve any disputes arising out of the Contract. In the event of any legal action or proceeding arising out of this Contract, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred with said fees and costs to be included in any judgment rendered.

14. Energy Efficient Products: The City may consider energy conservation factors including costs in the evaluation of equipment and product purchases for the purpose of obtaining energy efficient products. In addition, vendor proposal Offers may specify items that have been given an energy efficient classification by the federal government for consideration by the City.

15. Estimated Quantities: This Request for Proposal references quantities as a general indication of the City’s needs. The City anticipates considerable activity resulting from Contracts that will be awarded as a result of this Request for Proposal; however, the quantities shown are estimates only and the City reserves the right to increase or decrease any quantities acquired, in its sole discretion. No commitment of any kind is made concerning quantities and Offeror hereby acknowledges and accepts same.

16. Events of Default and Termination:

A. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from the receipt of the written notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety () days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting party to provide written notice of the default does not waive any rights under the Agreement. The occurrence of any one or more of the following events shall constitute a material breach of and default under the Contract.

i) Any failure by Contractor to pay funds or furnish materials, services and/or goods that fail to conform to any requirement of this Contract or provide personnel that do not meet Contract requirements;

ii) Any party’s failure to observe, perform or undertake any provision, covenant or condition of this Contract to be observed or performed by Contractor or City herein, including but not limited to failing to submit any report required herein;

iii) Any failure to make progress in the performance required pursuant to the Contract and/or gives either party reason to believe that the other party cannot or will not perform to the requirements of the Contract; or,

iv) Any failure of Contractor to commence construction, work or services within the time specified herein, and to diligently undertake Contractor’s work to completion.

B. In the event the default has not been corrected to the non-defaulting party’s satisfaction within the cure time specified, the non-defaulting party, at its option and in addition to any other remedies available by law or in equity, without further notice or demand of any kind to Contractor, may do the following:

i) Terminate the Contract;

ii) Pursue and/or reserve any and all rights for claims to damages for breach or default of the Contract; and/or,

iii) Recover any and all monies due from Contractor, including but not limited to, the detriment proximately caused by Contractor’s failure to perform its obligations under the Contract, or which in the ordinary course would likely result therefrom, including, any and all costs and expenses incurred by the City in: (a) maintaining, repairing, altering and/or preserving the premises (if any) of the project; (b) costs incurred in selecting and retaining a substitute Contractor for the purchase of services, materials and/or work; and/or (c) attorneys’ fees and costs in pursuing any remedies under the Contract and/or arising therefrom.

C. The exercise of any one of the City’s remedies as set forth herein shall not preclude subsequent or concurrent exercise of further or additional remedies. In addition, the City shall be entitled to terminate this Contract at any time, in its discretion. The City may terminate this Contract for default, non-performance, breach or convenience, or pursuant to A.R.S. § 38-511, or abandon any portion of the project for which services have not been fully and/or properly performed by the Contractor.

D. Termination shall be commenced by delivery of written notice to Contractor by the City personally or by certified mail, return receipt requested. Upon notice of termination, Contractor shall immediately stop all work, services and/or shipment of goods hereunder and cause its suppliers and/or subcontractors to cease work pursuant to the Contract. Contractor shall not be paid for work or services performed or costs incurred after receipt of notice of termination, nor for any costs incurred that Contractor could reasonably have avoided.

E. The City, in its sole discretion, may terminate or reduce the scope of this Contract if available funding is reduced for any reason.

F. Whenever the City in good faith has reason to question Contractor’s intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made, and no written assurance is given within the time period required, the City may treat this failure as an anticipatory repudiation of the Agreement.

17. Interpretation of Parol Evidence: This Contract is intended as a final expression of the agreement between the parties and as a complete and exclusive statement of the Contract unless the signing of a subsequent Contract is specifically called for in this Request for Proposal. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in the Contract. Acceptance or acquiescence in a course of performance rendered under this Contract shall not be relevant to determine the meaning of the Contract, even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity to object.

18. Force Majeure:

A. Except for payment of sums due, neither party shall be liable to the other nor deemed in default under the Contract only in the event that and to the extent that such party’s performance of the Contract is prevented by reason of force majeure. 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, mobilization, labor disputes, civil disorders, fire, floods, lockouts, injunctions, failures or refusal 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.

B. Force majeure shall not include the following occurrences:

i) Late delivery of equipment or materials caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences.

ii) Late performance by a subcontractor.

C. If either party is delayed at any time in the progress of the work by force majeure, then the delayed party shall notify the other party in writing of such delay within forty-eight (48) hours of the commencement thereof and shall specify the causes of such delay in the notice. Such notice shall be hand delivered or sent via certified mail and shall make a specific reference to this clause, 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 by hand delivery or certified mail when it has done so. The time of completion shall be extended by Contract modification for a period of time equal to the time that the results or effects of such delay prevent the delayed party from performing in accordance with the Contract.

19. Gratuities: The City may elect to terminate any resultant Contract, if it is found that gratuities in any form were offered or given by the Contractor or agent thereof, to any employee of the City or member of a City evaluation committee with a view toward securing an order, securing favorable treatment with respect to awarding, amending or making of any determinations with respect to performing such order.

20. Indemnification: To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City, its agents, officer, officials, and employees from and against all claims, damages, losses and expenses (including but not limited to attorney's fees, court costs, and the costs of appellate proceedings), arising out of, or alleged to have resulted from the acts, errors, mistakes, omissions, work, services, or professional services of the Contractor, its agents, employees, or any other person (not the City) for whose acts, errors, mistakes, omissions, work, services, or professional services the Contractor may be legally liable in the performance of this Contract. Contractor’s duty to hold harmless and indemnify the City, its agents, officers, officials and employees shall arise in connection with any claim for damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of any person or property, including loss of use resulting from, or caused by any acts, errors, mistakes, omissions, work, services, or professional services in the performance of this Contract by Contractor or any employee of the Contractor or any other person (not the City) for whose acts, errors, mistakes, omissions, work, or services the Contractor may be legally liable. The amount and type of insurance coverage requirement set forth herein will in no way be construed as limiting the scope of indemnity in this paragraph. This provision shall survive the term of this Contract.

21. Key Personnel: Contractor shall provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this Contract during the Contract term and any renewal periods. The Contractor must agree to assign specific individuals to the key positions.

A. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed or replaced without prior written notice to the City.

B. If key personnel are not available for work under this Contract for a continuous period exceeding thirty (30) calendar days or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the City, and shall…