RFP No. 26-20

CITY OF SEDONA

REQUEST FOR PROPOSAL

for

PAVEMENT MARKING SERVICES

City of Sedona exclusively uses its eProcurement System (https://sedonaaz.bonfirehub.com/portal/?tab=openOpportunities) for the notification and dissemination of all solicitations. The receipt of solicitations through any other means may result in your receipt of incomplete specifications and/or addenda which could ultimately render your bid/proposal non-compliant/non-responsive. The City of Sedona accepts no responsibility for the receipt and/or notification of solicitations through any other means.

https://sedonaaz.bonfirehub.com/portal/?tab=openOpportunities

TABLE OF CONTENTS

SECTION 1 - INSTRUCTIONS TO RESPONDENTS

SECTION 2 - SCOPE OF WORK

SECTION 3 - TERMS AND CONDITIONS

SECTION 4 - SAMPLE CONTRACT FOR GOODS AND/OR SERVICES

SECTION 5 - EXCEPTIONS TO RFP & CONTRACT DOCUMENTS

SECTION 6 - SUBMITTAL FORM

SECTION 1 - INSTRUCTIONS TO RESPONDENTS

1. PURPOSE

The City of Sedona, Arizona (City) is seeking qualified contractors to provide pavement marking services on City streets and designated state routes within the City limits. The City intends to award a contract to the most qualified, experienced, and best-value firm capable of performing the work in accordance with the requirements set forth in this Request for Proposals.

2. SCOPE OF WORK:

Contained within the Scope of Work (Section 2) are specific objectives which will be required of the awarded respondent. The City of Sedona shall retain the ability to revise this scope as necessary through Addenda to this RFP, contract negotiations, or amendment(s) to the awarded contract.

3. SUBMITTAL REQUIREMENTS:

Respondents shall submit proposals via the eProcurement system in PDF format.

Proposals will be received by the City until the date and time listed in eProcurement system.

4. RFP FORMAT:

To assist in the evaluation process, proposals should contain the following information.

The submittal shall be 11-point font minimum. Proposals shall be submitted in the format outlined below. Proposals must be valid for a period of ninety (90) calendar days from the proposal submittal deadline. Failure to provide any of the following information in the submitted proposal may result in the submission being deemed non-responsive and rejected.

Proposals shall include the following required information:

A. General Profile of the Firm

The general profile shall include the following information:

1. A statement indicating the contractor’s experience in conducting work similar in nature to that sought by this RFP.

2. How long contractor has been in business.

3. The location of the contractor’s office that is serving this contract.

4. Brief resumes of individual employees proposed to oversee and coordinate the work for the City and the specific duties of each employee relative to the City’s proposed work.

5. A brief reference list of other municipalities served by the firm shall be provided along with email addresses, telephone numbers, and names of contact persons.

6. Samples of similar projects performed and completed for other municipalities.

This information may be combined with the references request in the item above.

7. Any other information describing contractor’s abilities and approach to the work may be included.

B. Cost

A complete schedule of costs for the services described in the RFP using the form provided in the eProcurement system.

5. QUESTIONS:

All explanations desired by a respondent regarding the meaning or interpretation of this Request for Proposals, or any part thereof, must be requested in writing via the eProcurement system or directed to the project representative by email and shall be received no later than the date and time specified in eProcurement system.

CITY OF SEDONA PROJECT REPRESENTATIVE:

Ian Coubrough, CPPB Procurement Officer icoubrough@sedonaaz.gov

6. INSTRUCTIONS TO RESPONDENTS

The City of Sedona exclusively uses its eProcurement system, https://sedonaaz.bonfirehub.com/portal/?tab=openOpportunities, for the dissemination of all formal solicitations. The receipt of solicitations through any other means may result in your receipt of incomplete specifications and/or addenda which could ultimately render your bid/proposal non-compliant/non-responsive. The City accepts no responsibility for the receipt and/or notification of solicitations through any other means.

7. RFP TRANSPARENCY

Beginning on the date this RFP is issued and continuing until either the date a contract is awarded or this RFP is withdrawn by the City, all persons or entities who respond or intend to respond to this RFP, including without limitation their employees, agents, representatives, partners, subcontractors, consultants, joint venturers, members, lobbyists, or attorneys (collectively, “firm”), shall only discuss matters associated with this RFP with the designated City project representative and shall not have any direct or indirect contact about this RFP with any other City staff or official. Firms who violate this policy shall be disqualified from participating in this RFP.

8. WITHDRAWAL OF PROPOSALS

A proposal may be withdrawn before the opening date by submitting a written request for its withdrawal, signed by firm’s authorized representative, to the designated City employee.

9. INTENT OF THE CITY

The objective of this RFP is to provide sufficient information to enable qualified respondents to submit written proposals. This RFP is not a contractual offer or commitment to purchase services. Contents of this RFP and respondent’s submittal will be used for establishment of final contractual obligation.

mailto:icoubrough@sedonaaz.gov

It is to be understood that this RFP document and the respondent’s proposal may be attached or included by reference in an agreement between the City and successful respondent.

10. BASIS FOR SELECTION

Proposals will be evaluated utilizing the criteria listed below.

CRITERIA POINTS

Experience & Qualifications of Firm 40

Cost proposal 60

A. Experience & Qualifications of Contractor

The technical expertise and experience of the Contractor will be determined by the following factors:

1. The overall experience of the contractor in conducting similar work is to be provided to the City of Sedona as demonstrated through references and previously completed projects.

2. The expertise and professional level of the individuals proposed to oversee and conduct the work for the City of Sedona.

B. Cost

The respondent with the lowest cost shall receive all available points and all other Respondents will receive a proportional share of the points based on the proration of their cost to the lowest cost provided- (Lowest Price Proposal / Price of Proposal being Evaluated) x Maximum Price Score Possible = Points Earned.

The City may elect to negotiate a contract with selected offeror(s). Any and all verbal communications and/or commitments made during the negotiation process that are deemed agreeable to both the City and selected offeror(s) shall be submitted in written form and made part of the resulting contract. Although the City reserves the right to negotiate, contract award may be made on the basis of initial proposals received without discussions.

11. REQUIRED INSURANCE

Insurance requirements are listed in the attached sample Agreement, Section 4.

12. SAMPLE CONTRACT FOR GOODS AND/OR SERVICES

The sample Contract for Goods and/or Services attached hereto in Section 4 is provided as an example upon which the contract with the successful firm will be based.

SECTION 2 - SCOPE OF WORK

1. PURPOSE AND BACKGROUND

The City of Sedona, Public Works Department, requires a qualified contractor to perform pavement marking services on City streets and designated state routes within the City limits. This Scope of Work establishes the standards, specifications, and requirements applicable to all work performed under this contract.

All work shall be performed in compliance with the following governing documents, listed in order of precedence:

A. The Agreement B. Contractor’s Proposal C. 26-20RFP (This Request for Proposals Document) D. City of Sedona City Code E. City of Sedona 2026 General Conditions F. MAG Uniform Standard Specifications for Public Works Construction – current edition G. MAG Uniform Standard Details for Public Works Construction – current edition H. ADOT Highways Division Standard Specifications for Road and Bridge

Construction, Sections 704 and 708 – latest edition I. All applicable federal, state, and local ordinances, regulations, and statutes.

Where these specifications conflict with any referenced standard, the more stringent requirement shall govern. Any ambiguities shall be resolved in writing by the City Engineering Supervisor; verbal clarifications shall not be binding.

2. PROJECT LOCATION

Pavement marking services shall be performed within the entire corporate limits of the City of Sedona, including but not limited to the following state route segments:

• SR 89A: Milepost 376.00 to Milepost 369.37

• SR 179: Milepost 313.45 to Milepost 309.50

Not all locations will be included in every striping assignment. The City Engineering Supervisor will identify specific work areas at the time of each assignment.

3. SCOPE OF WORK

A. General.

The Contractor shall furnish all labor, materials, equipment, and supervision necessary to perform pavement marking services as directed by the City Engineering Supervisor. Work includes, but is not limited to, the application of water-based traffic paint and reflectorized thermoplastic pavement markings on City streets and designated state route segments.

B. Materials.

Traffic Paint: All traffic paint shall be water-based, conforming to ADOT Section 708, latest edition. Paint shall be applied at a rate of 250 to 300 linear feet per gallon.

Yellow and white stripes shall be 4 inches in width unless otherwise specified.

Thermoplastic Pavement Markings: Thermoplastic material shall be reflectorized, conforming to ADOT Section 704, latest edition, and shall be used for all applications where specified by the City Engineering Supervisor.

Glass Beads: Glass beads shall be mechanically applied at a rate of 6 to 8 lbs. per gallon of paint. Hand spreading is prohibited. Excess beads shall be collected and shall not be directed into gutters or the storm drainage system.

C. Work Standards and Procedures.

i. Pre-Work Sweeping: The Contractor shall pre-sweep all areas to be striped prior to application of paint or thermoplastic. Sweepings shall be collected and properly disposed of and shall not be directed into the storm drainage system.

Pavement marking application shall begin within 30 calendar days of the completion of sweeping.

ii. Stripe Dimensions and Patterns: Standard stripe width shall be 4 inches for both yellow and white markings. Skip dash markings shall be applied with a 10-foot dash and a 30-foot skip interval. Stripes wider than 4 inches shall be compensated using the 4-inch unit cost prorated for greater width (e.g., an 8-inch stripe shall be paid at two times the 4-inch unit cost).

iii. Equipment Requirements: The painting machine shall be truck-mounted and equipped with amber warning beacons. All equipment shall be in satisfactory mechanical condition, of sufficient size to meet work requirements, and operated so as not to damage adjacent property or infrastructure. Vehicles and material containers shall be maintained to prevent unintended discharge of paint, oil, fuel, or other materials.

iv. Traffic Control: The Contractor shall provide adequate signing and cone placement to advise motorists to avoid wet paint. All traffic control shall conform to applicable State law, the MUTCD, and OSHA requirements.

Claims for paint damage to vehicles shall be referred to and addressed by the Contractor.

v. Mobilization: Once a mobilization has commenced, it shall be completed in its entirety. Unit costs assume one mobilization per striping assignment. Should the Contractor fail to mobilize or complete a mobilization, the City reserves the right to have the incomplete work performed by others. The Contractor shall be responsible for any costs incurred above the contracted bid price.

4. SCHEDULE AND COORDINATION

Work Schedule: If requested by the City Engineer or City Engineering Supervisor, the Contractor shall prepare a work schedule prior to the start of each assignment and shall update it as requested. All work shall be completed within thirty (30) days. Prior notice shall be provided by the contractor to the City Engineering Supervisor if work needs to be rescheduled. reasonable timeframe following assignment.

Advance Notification: The Contractor shall notify the City Engineering Supervisor at least two (2) weeks in advance of any scheduled pavement marking application. This advance notice is required to allow the City to notify affected residents and businesses.

Time Is of the Essence: Where specified, certain work shall be performed within a defined timeframe in the interest of public health, safety, and welfare. Should any application not take place as scheduled, or be performed without the required advance notification, the City reserves the right to terminate the contract. Similarly, application methods not in compliance with State law or these specifications may result in contract termination upon written notice.

Progress Meetings: The Contractor shall meet with the City Engineering Supervisor as requested to conduct field reviews of work in progress, proposed work locations, and general observation of City infrastructure.

5. STORMWATER COMPLIANCE

The Contractor shall prepare and submit a Stormwater Pollution Prevention Plan (SWPPP) prior to each mobilization demonstrating compliance with glass bead collection requirements and all other stormwater-related provisions of this contract. The SWPPP shall address all measures taken to prevent pollutants from entering the storm drainage system, consistent with City Code and applicable state and federal requirements. All spray applications shall conform to State guidelines and OSHA requirements.

6. WORKFORCE AND PERSONNEL STANDARDS

Staffing: The Contractor shall employ sufficient skilled labor in compliance with all applicable federal, state, and local labor laws, and shall provide adequate equipment to complete work in the manner and within the timeframes required by the contract.

Personnel Conduct: All Contractor and subcontractor personnel shall perform work in a professional, skilled, and courteous manner at all times. Any employee deemed by the City Engineering Supervisor to be performing work improperly, or behaving in an intemperate or disorderly manner, shall be removed from the project upon written request and shall not return without written approval of the City Engineering Supervisor.

7. QUALITY OF MATERIALS AND WARRANTY

The Contractor shall warrant that all materials furnished are new unless otherwise approved in writing by the City. All work shall be of good quality, free from defects, and subject to the following minimum warranty periods from the date of final acceptance:

• Traffic Paint: Six (6) months

• Thermoplastic Pavement Markings: Two (2) years

• Preformed Thermoplastic Pavement Markings: Two (2) years

Should any portion of the work require replacement or repair due to material failure, premature wear, or improper application during the applicable warranty period, the Contractor shall perform such work at no cost to the City. If the Contractor fails to remedy defective work within a reasonable time after written notice, the City may cause the work to be corrected by others and the Contractor shall be liable for all costs incurred.

8. PAYMENT

Payment shall be made by the City within thirty (30) calendar days following completion and formal acceptance of the work by the City Engineering Supervisor and receipt of a complete and accurate invoice. Final acceptance, and final payment, shall not be issued until the work has been found satisfactory and all required test results and documentation have been received by the City.

All unit quantities stated in the bid form are approximate and are provided for bid comparison purposes only. Actual quantities are subject to adjustment as directed by the City.

9. LICENSING AND CERTIFICATION

The Contractor shall possess and maintain all licenses and certifications required by the State of Arizona and applicable local regulations to perform the work described in this Scope of Work. Copies of all required licenses and certifications shall be submitted with the bid documents and maintained current throughout the contract term.

10. GENERAL CONDITIONS OF SERVICES

The City of Sedona does not guarantee any minimum volume of work under this contract, and no adjustments shall be made due to non-use of services. The City is not obligated to use the Contractor exclusively for the tasks identified in the bid items and reserves the right to have work performed by others as circumstances warrant. Compensation is limited to actual quantities of work completed and accepted, unless modified by an authorized change order or required by an emergency.

Where specifications or requirements appear ambiguous or are not fully understood, the Contractor shall submit written questions to the City Engineering Supervisor prior to commencement of work. Verbal clarifications are not binding.

SECTION 3 - TERMS AND CONDITIONS

This RFP does not commit the City to award a contract, to defray any costs incurred in the preparation of a response to this request, or to procure or contract for services. City reserves the right to extend the date by which submittals are due. City reserves the right to cancel, in part or in its entirety, this RFP including but not limited to: selection schedule, submittal date, and submittal requirements. The City reserves the right to reject any and all responses, in part or in whole, and to accept responses which, in its sole discretion and opinion, appear to be responsive.

1. DEFINITIONS

The City of Sedona herein after referred to as “City” as used in these RFP documents shall be construed as to include the City Council, all employees, officers, and agents of the City. The “Vendor/Contractor/Firm/Proposer/Offeror” is named as such in the RFP/contract documents and is referred to in generic terms as if the Vendor/Contractor/Firm/Proposer/Offeror were of singular number and masculine or feminine gender.

2. ADDENDA

Addenda issued prior to the RFP Deadline shall be included in the proposal and made part of the Contract. Any addenda issued during the time of proposing shall be posted to the City’s eProcurement system at https://sedonaaz.bonfirehub.com/portal/?tab=openOpportunities. The Proposer shall be responsible for confirming they are in receipt of all addenda prior to submission of their proposal and shall acknowledge each addendum received on the Section III – Submittal Form.

3. DISQUALIFICATION OF PROPOSER

The City may refuse to consider proposals from Proposers believed to have participated in collusion. Proposers may only submit one (1) proposal in response to this RFP. If the City has reason to believe a proposer is interested in more than one (1) proposal for this RFP, the City may reject all proposals for the work in which the proposer is interested. A person, firm, or corporation that submitted a sub-proposal to a proposer, or that has quoted prices on materials to a proposer, is not thereby disqualified from submitting a sub-proposal or quoting prices to other proposers.

4. MODIFICATIONS/EXCEPTIONS

Proposers shall not change or make additions to the RFP documents. Any such changes or additions may result in the City’s rejection of the proposal as being non-responsive to this invitation to propose. Any exceptions a proposer takes to the RFP or Contract Documents shall be noted in Section 5 – Exceptions to RFP & Contract Documents. No oral, telephonic, telegraphic, email, or facsimile proposals or modifications will be considered.

The City encourages Proposers to send questions to the Procurement Officer prior to the deadline for questions rather than including exceptions in their proposal. The City reserves the right to reject any exceptions proposed.

5. LATE PROPOSALS

Proposals must be through the eProcurement System before the specified time and date proposals are due. Proposals received after the submission deadline shall be rejected as non-responsive proposals.

6. BUSINESS IN ARIZONA

The City will not enter into contracts with Offerors (or any company(ies)) not granted authority to transact business, or not in good standing, in the state of Arizona by the Arizona Corporation Commission, unless the Offeror asserts a statutory exception prior to entering into a contract with the City.

7. LICENSES

If required by law for the operation of the business or work related to this RFP, Offeror must possess all valid certifications and/or licenses as required by federal, state or local laws at the time of submittal.

8. AWARD OF PROPOSAL/CONTRACT

Award of proposal will be made to one (1) or more firms based on best value to the City, and compliance with all the requirements of this RFP.

The Successful Proposer shall be required to enter into a written contract with the City in a form based on the Sample Professional Services Agreement, Section V, and approved by legal counsel of the City. This RFP and the proposal, or any part thereof, may be incorporated into and made part of the final contract. The City reserves the right to negotiate the terms and conditions of the contract with the Successful Proposer.

The City reserves the right to be the sole judge as to whether such items proposed will serve the purpose intended. The City reserves the right to accept or reject in part or in whole any proposal submitted, and to waive any technicalities or informalities for the best interest of the City. Award of contract shall be made to the most responsible, responsive offeror who’s negotiated best and final offer is determined to be the best value offer, taking into consideration the relative importance of price and other factors set forth in the Request for Proposals.

9. USE OF SUBCONTRACTORS

The Proposer’s intent to use subcontractors to perform any portion of the work described in this RFP must be clearly stated in the Proposer’s proposal. The Proposer’s proposal must include a description of what portion(s) of the work will be subcontracted out, and the names and addresses of potential subcontractors.

10. NON-DISCRIMINATION

The Contractor shall comply with State of Arizona Executive Order No. 2023-01 and any and all other applicable Federal and State laws, rules, and regulations, including the Americans with Disabilities Act.

11. ABILITY TO MEET OBLIGATIONS

By submitting a proposal, the Proposer affirms there are no actions, suits or proceedings of any kind pending against Proposer or, to the knowledge of the Proposer, threatened against Proposer before or by any court, governmental body or agency, or other tribunal or authority which would, if adversely determined, have a materially adverse effect on the authority or ability of Proposer to perform its obligations under this contract, or which question the legality, validity or enforceability hereof or thereof.

12. UNDUE INFLUENCE

By submitting a proposal, the Proposer declares and warrants that no undue influence or pressure is or has been used against or in connection with any officer or employee of the City in connection with award or terms of the Contract that will be executed as a result of this RFP, including any method of coercion, confidential financial arrangement, or financial inducement.

No officer or employee of the City will receive compensation, directly or indirectly, from the Proposer, or from any officer, employee, or agent of the Proposer, in connection with award of the contract or any work to be conducted as a result of this RFP. Violation of this section shall be a material breach of the Contract entitling the City to any and all remedies by law or in equity.

13. PROTESTS AND APPEALS

The procurement policies and procedures of the Arizona State Department of Administration – State Procurement Office codified by rule apply in case of protest. Those rules are found in the Arizona Administrative Code, R2-7-A901 et seq.

14. PUBLIC RECORDS LAW

All proposals and supporting materials submitted in response to this solicitation, as well as correspondence relating to this RFP, shall become the property of the City and become a matter of public record available for review pursuant to Arizona State law. If a Proposer believes that a specific section of its proposal is confidential, the Proposer will isolate the pages marked confidential in a specific and clearly labeled section of its response. A Proposer may request specific information contained within its proposal is treated by the Procurement Officer as confidential provided the Proposer clearly labels the information “confidential.” To the extent necessary for the evaluation process, information marked as “confidential” will not be treated as confidential. Once the procurement file becomes available for public inspection, the Procurement Officer will not make any information identified by the Proposers as “confidential” available to the public unless necessary to support the evaluation process or if specifically requested in accordance with applicable public records law. When a public records request for such information is received, the Procurement Officer will notify the Proposer in writing of any request to view any portion of its proposal marked “confidential.” The Proposer will have the time set forth in the notice to obtain a court order enjoining such disclosure. If the Proposer does not provide the Procurement Officer with a court order enjoining release of the information during the designated time, the Procurement Officer will make the information requested available for inspection.

15. ERASURES, INCONSISTENT, OR ILLEGIBLE PROPOSALS

Proposals must not contain any erasures, interlineations, or other corrections unless each correction is authenticated by affixing the initials of the person signing the proposal in the margin immediately next to the correction. If the City determines that a proposal is unintelligible, inconsistent, or ambiguous, the City may reject the proposal as being non-responsive.

16. SALES TAX

The successful Proposer shall pay all federal, state and local taxes, levies, duties, and assessments of every nature due in connection with any work and /or services under the proposal and shall indemnify and hold harmless City from any liability on account of any and all such taxes, levies, duties, assessments and deductions. Proposal prices shall include allowance for all applicable taxes, if any.

17. RESERVED RIGHTS

The City of Sedona reserves the right to:

• Reject any or all proposals received in response to this RFP,

• Withdraw the RFP at any time, at the City’s sole discretion,

• Make an award under the RFP in whole or in part,

• Disqualify any bidder whose conduct and/or proposal fails to conform to the requirements of the RFP,

• Seek clarifications and revisions of proposals,

• Use proposal information obtained through interviews, and the City’s investigation of a proposer’s qualifications, experience, ability, or financial standing, and any materials or information submitted by the proposer in response to the City’s request for clarifying information in the course of evaluation and/or selection under the RFP,

• Prior to the RFP Deadline, amend the RFP specifications to correct errors or oversights, or to supply additional information, as it becomes available,

• Prior to the RFP Deadline, direct proposers to submit proposal modifications addressing subsequent RFP amendments,

• Change any of the scheduled dates,

• Waive any requirements that are not material,

• Negotiate with the highest ranked proposer/s within the scope of the RFP in the best interest of the City.

• Utilize any and all ideas submitted in the proposals received,

• Require, unless otherwise specified in the RFP, that every offer is firm and not revocable for a period of ninety (90) calendar days from the RFP Submittal Deadline,

• Require clarification at any time during the procurement process and/or require correction of arithmetic or other apparent errors for the purpose of assuring a full and complete understanding of a proposer’s proposal and/or to determine a proposer’s compliance with the requirements of this RFP.

• Additionally, this RFP does not commit the City to award a contract, to defray any costs incurred in the preparation of a response to this request, or to procure or contract for services. All proposals become the property of the City. Except for the name of the firms, no information contained in the proposal shall be made public until after award and execution of a contract.

18. EXAMINATION OF CONTRACT DOCUMENTS

Proposers shall examine and become familiar with all RFP documents, any addenda thereto, and the sample Professional Services Agreement, collectively referred to as the Contract Documents.

The failure of the Proposer to examine and become familiar with all of the Contract Documents shall in no way relieve the Proposer from any obligations of this RFP or Contract. No claim(s) will be allowed for additional compensation that is based on a lack of knowledge of any Contract Document.

19. DEFAULT

If the Successful Proposer fails to perform in accordance with the Contract Documents, the City may terminate the agreement, in whole or in part, in accordance with the Contract Documents.

20. INDEMNIFICATION

Indemnification requirements are listed in Section VI.

21. NON-ASSIGNABILITY

Neither this Agreement, nor any of the rights or obligations of the parties hereto, shall be assigned by either party without the written consent of the other.

22. TERM; TERMINATION.

A. Term. The term of this Agreement shall be for a period of three (3) years, commencing on the Effective Date.

B. Termination for Convenience. Any awarded contract is for the convenience of the CITY and may be immediately terminated without cause after receipt by the CONTRACTOR of written notice by the CITY. Upon termination for convenience, CITY shall pay CONTRACTOR for all work previously authorized and performed prior to the date of termination. If, however, CONTRACTOR has substantially or materially breached the standards and terms of the contract, CITY shall have any remedy or right of set-off available at law and equity. Upon any termination of the contract, no further payments shall be due from the CITY to CONTRACTOR unless and until CONTRACTOR has delivered to the CITY full sized and usable copies of all documents, designs, drawings, and specifications generated by CONTRACTOR in relation to the Project or the contract. No other payments, including any payment for lost profit or business opportunity, and no penalty shall be owed by CITY to CONTRACTOR in the event of termination upon notice. After termination, CONTRACTOR may complete other such work as it deems necessary, except that such work will be at its own expense and there shall be no "termination charge" whatsoever to CITY.

C. Termination for Cause. CITY may terminate the awarded contract for cause if CONTRACTOR fails to cure any breach of this Agreement within seven days after receipt of written notice specifying the breach.

D. Appropriation of Funds. Every payment obligation of the CITY under any contract is conditioned upon the availability of funds appropriated or allocated for payment of such obligation.

If funds are not allocated and available for the continuance of any contract, the contract may be terminated by the CITY at the end of the period for which funds are available. No liability shall accrue to the CITY in the event this provision is exercised, and CITY shall not be obligated or liable for any future payments or for any damages resulting from termination under this provision.

23. SIGNATURES

Signatures on all Contract Documents shall be submitted using software that provides the City with a certifiable digital signature such as Adobe, DocuSign, or other similar software. Signatures shall be in the name of the proposer and by a person authorized to sign the Contract Documents.

Signatures that do not comply with these requirements will not be accepted and will deem a proposal as non-responsive. The proposal must be executed personally by the vendor or duly authorized partner of the partnership or duly authorized officer of the corporation. If executed by an agent, a power of attorney or other evidence of authority to act on behalf of the vendor shall accompany the proposal to become a valid offer.

24. PROPOSAL AMOUNTS

Proposals should show net prices, extensions and net total where applicable. In case of conflict between unit price and extension, the unit price will govern.

25. WAIVER OF CLAIMS

Each Offeror by submission of a response to this RFP waives any claims it has or may have against the City and the City’s Representative(s) in this process and their respective employees, officers and elected officials, members, directors and partners, agents and representatives regarding the administration of the RFP process, the RFP evaluation, and the critique and selection of qualified Respondents. Submission of a proposal indicates the Offeror’s and Respondent’s acceptance of the evaluation technique set out in this Proposal. In this regard, Respondent acknowledges that the selection process and evaluations of proposals submitted constitute public information under Arizona law and Respondent waives any claim it has or may have regarding any information contained in or derived from such evaluations.

26. PURCHASE ORDERS

Purchase order(s) shall be generated by the City Purchasing Officer under the contract awarded to the successful Proposer. The purchase order number must appear on all itemized invoices and packing slips. The City will not be held responsible for any work orders placed and/or performed without a valid current purchase order number. Payment will be made for all services rendered and accepted by the contract administrator for which a valid invoice has been received. All payments made shall be made via automated clearing house (ACH).

27. RFP DOCUMENTS

At the time of issuance, the documents listed in the table of contents of this RFP are all of the original RFP documents included herein. Any addenda shall be issued and posted separately and shall indicate the date of issuance and addendum number and shall become part of the RFP documents.

28. DEBARMENT AND SUSPENSION

By submitting a proposal, the Proposer agrees that neither it, nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal, state or local department or agency.

29. CONFLICT OF INTEREST

The Proposer acknowledges that any contract(s) awarded under this RFP are subject to cancellation pursuant to the provisions of A.R.S. § 38-511.

SECTION 4 - SAMPLE CONTRACT

CITY OF SEDONA

CONTRACT FOR GOODS AND/OR SERVICES

This Contract for Goods and/or Services (“Agreement”) is entered into as of ________________________ (“Effective Date”), by and between the City of Sedona, an Arizona municipal corporation (“City”) and __________________________________________ (“Contractor”).

RECITALS

A. The City intends to purchase goods and/or services as defined by the Sedona City Code, Section 3.050.010, for the benefit of the public and with public funds as more fully set forth in the Scope of Work, Exhibit A, attached and incorporated herein by this reference.

B. The City desires to contract with Contractor to purchase the goods and/or services set forth in Exhibit A and Contractor desires to enter into this Agreement to provide the goods and/or services in accordance with terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and the covenants and promises contained in this Agreement, the parties agree as follows:

1. Term/Termination.

A. Term. The term of this Agreement shall be for a period of three (3) years, commencing on the Effective

Date.

B. Termination for Convenience. This Agreement is for the convenience of the City and may be immediately terminated without cause after receipt by the Contractor of written notice by the City.

Upon termination for convenience, City shall pay Contractor for all work previously authorized and performed prior to the date of termination. If, however, Contractor has substantially or materially breached the standards and terms of this Agreement, City shall have any remedy or right of set-off available at law and equity.

C. Termination for Cause. City may terminate this Agreement for cause if Contractor fails to cure any breach of this Agreement within the time frame specified by City in a written notice provided to Contractor specifying the breach and the requirements necessary to cure the breach. If the City terminates this Agreement for cause, the City may repurchase from another source and may recover the excess costs by (1) deduction from an unpaid balance due to Contractor; (2) invoicing the Contractor;

(3) collection against the Performance Bond if applicable, or (4) a combination of the aforementioned remedies or any other remedies as provided by law.

D. Payment Upon Termination for Convenience or for Cause. Upon any termination of this Agreement, no further payments shall be due from the City to Contractor unless and until Contractor has delivered to the City all documents and other work products prepared by Contractor in relation to this Agreement.

No other payments, including any payment for lost profit or business opportunity, and no penalty or termination charge is owed by City to Contractor in the event of termination.

E. Appropriation of Funds. Every payment obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for payment of such obligation. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by the City at the end of the period for which funds are available. No liability shall accrue to the City in the event this provision is exercised, and City shall not be obligated or liable for any future payments or for any damages resulting from termination under this provision.

F. Conflict of Interest. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

G. Extension for Procurement Purposes. Upon expiration of the Term of this Agreement, at the City’s discretion, this Agreement may be extended on a month-to-month basis for a maximum of six (6) months to allow for the City to complete its procurement processes to select a contractor to provide goods and/or services similar to those provided under this Agreement. There are no automatic renewals of this Agreement.

2. Scope of Work.

A. Contractor shall provide City the goods and/or services identified in the Scope of Work attached as Exhibit A for _____________________________________ (the “Project”). No terms or conditions set forth or referenced in Exhibit A will be deemed accepted by the City; the terms and conditions of the contractual relationship between the parties are as set forth in this Agreement.

B. Contractor shall furnish all labor, materials, necessary tools, expendable equipment, and all utility and transportation services required to complete the Scope of Work. The City has no obligation to provide Contractor with any equipment, business registrations, licenses, tools, or materials. The Contractor shall work closely with the City and its designated employees. The Contractor shall perform the work required by and outlined in Exhibit A to the satisfaction of the City, exercising that degree of care, skill, diligence and judgment that is ordinarily exercised under similar circumstances by reputable members of its trade in conformity with the best standards in the industry at the time and locality where the services are provided.

C. Contractor Qualifications. The Contractor hereby warrants that it is qualified by experience, work force and materials to assume the responsibilities and complete the Scope of Work and has all requisite corporate authority and professional licenses in good standing that are required by law. As applicable, Contractor shall maintain a valid license through the Arizona Register of Contractors for any types of work or services provided for the Project required by A.R.S. §32-1122 and related provisions and obtain a business license from the City if applicable.

D. Ownership of Documents. All documents, including, but not limited to, correspondence, estimates, notes, recommendations, analyses, reports, data and studies that are prepared in the performance of this Agreement are to be, and shall remain, the property of the City and are to be delivered to the City before the final payment is made to the Contractor. Contractor hereby grants to the City an irrevocable, exclusive, royalty-free perpetual license to reproduce and use any and all data and documents (including electronic documents and files prepared or furnished by Contractor pursuant to this Agreement. Any modifications made by the City to any of Contractor’s documents, or any use, partial use or reuse of the documents without written authorization or adaptation by the Contractor will be at the City’s sole risk and without liability to the Contractor.

E. Compliance with Law. It is required that the work and services to be performed by Contractor pursuant to this Agreement shall be done in compliance with all applicable laws, ordinances, rules and regulations.

F. Inspection; Acceptance. All goods provided and/or services performed by Contractor are subject to inspection and acceptance by the City at reasonable times during Contractor’s performance.

G. Time. Time is of the essence for this Agreement. Contractor shall complete all items in the Scope of Work timely, efficiently and in accordance with any schedule set forth in Exhibit A.

H. Corrections. Contractor shall promptly provide, at no additional cost to the City, any and all corrections, modifications, additional documents, or other items that may be necessary to correct any errors and/or omissions in the goods provided and/or services performed as applicable to the Scope of Work.

I. Key Personnel. Contractor shall utilize the key personnel, if any, listed in Exhibit A. Contractor shall not change the listed key personnel, not utilize the listed key personnel, or utilize any other key personnel without prior written approval of the City. Any substituted personnel shall have the same or higher qualifications as the personnel being replaced.

J. Notice to Proceed. Unless otherwise noted by City, complete execution of this Agreement by both parties constitutes official notice to proceed with the work.

3. Compensation; Billing.

A. City shall compensate Contractor as provided in the Scope of Work, Exhibit A.

B. The total purchase price for the goods and/or services purchased under this Agreement shall not exceed

C. Payment. Unless otherwise agreed to by the City in writing, Contractor will submit monthly invoices to the City. City will process and remit payment within thirty (30) days of receipt of goods and/or services and a properly completed invoice and payment will be delinquent only thirty (30) days after the date received by City. Payment may be subject to or conditioned upon City’s receipt of unconditional waivers and releases on final payment from all subcontractors. If a dispute over payment arises, Contractor shall continue to render services in a timely manner. Payment by the City does not constitute a waiver of any rights or claims by the City.

Unless approved in advance by the City in writing, payment will be made via the Automated Clearing House (ACH) network.

D. Invoices. No terms or conditions set forth or referenced in any invoice, purchase order, or similar document issued by Contractor will be deemed accepted by the City; the terms and conditions of the contractual relationship between the parties are as set forth in this Agreement. A properly completed invoice should contain, at a minimum, all of the following:

1. Contractor name, address, and contact information;

2. City PO Number;

3. Project name;

4. Date of service or delivery;

5. Description of goods or services provided;

6. If goods provided, the quantity delivered and pricing of each unit and if services are provided, the quantity of services and pricing of each service;

7. If applicable, mileage or travel costs; and

8. Total amount due.

E. Expenses. No reimbursable expenses or costs of any kind shall be paid by the City unless included in the Scope of Work, Exhibit A, or expressly approved by the City in writing before they are incurred.

Any approved reimbursable expenses will be paid at the actual cost without any markup and will be paid only after they are incurred.

F. Taxes. The price included in Scope of Work, Exhibit A, shall include all applicable sales taxes pursuant to Sedona City Code, Section 3.05.030. Contractor shall be solely responsible for any and all tax obligations which may result out of the Contractor’s performance of this Agreement. The City shall have no obligation to pay any amounts for taxes, of any type, incurred by the Contractor other than applicable sales tax specifically included in Exhibit A.

G. Disallowed Costs, Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost, such as an overpayment or a charge not in accordance with this Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice.

4. Amendments. Changes to the Scope of Work, Compensation, or Term of this Agreement require a written

Amendment signed by both parties. If Contractor proceeds without such written amendment, Contractor shall be deemed to have waived any claims of unjust enrichment, quantum meruit or implied contract.

5. Indemnification. To the fullest extent permitted by law, Contractor will indemnify, defend and hold harmless City, and each council member, officers, boards, commissions, officials, employee or agent thereof (collectively the City and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) relate to, arise out of, or are caused by, or in connection with the negligent acts or omissions, recklessness or intentional misconduct of Contractor, its officers, employees, agents or any tier of subcontractor in connection with Contractor’s performance of this Agreement. In consideration of the award of this Agreement, Contractor agrees to waive all rights of subrogation against the Indemnified Party for losses arising from the performance of the Scope of Work by Contractor for the City. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. This indemnification provision shall survive the expiration of the Agreement.

6. Insurance.

A. General. The Contractor agrees to procure and maintain in force during the term of this Agreement, at its own cost, the following insurance coverages as required by the City. The Contractor shall submit certificate(s) of insurance from the Contractor’s insurance carrier(s) and any applicable endorsements to the City contact identified in Section 14 of this Agreement for review and approval by the City. The Certificate shall specifically identify this Agreement/Project and shall provide coverages afforded under the policies shall not be cancelled, terminated, or limits reduced until at least thirty (30) days prior written notice has been given to the City.

1. Worker’s Compensation Insurance:

Coverage A: Statutory benefits as required by the Labor Code of the State of Arizona.

Coverage B: Employer’s Liability

Bodily Injury by accident $1,000,000.00 each accident Bodily Injury by disease $1,000,000.00 policy limit

Bodily Injury by disease $1,000,000.00 each employee

2. Commercial General Liability Insurance (Occurrence Form) with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000.00) each occurrence and TWO MILLION DOLLARS ($2,000,000.00) general aggregate.

3. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) for any one occurrence, for each of the Contractor’s owned, hired, scheduled, or non-owned automobiles assigned to or used in the performance of the Scope of Work.

B. All policies shall provide primary coverage and waivers of subrogation by endorsement or otherwise.

A waiver of subrogation shall be effective as to any person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay for the insurance premium directly or indirectly and whether or not the person or entity had an insurable interest in the property damaged. Blanket endorsements are acceptable.

C. The following policies shall include Additional Insured endorsements with the City of Sedona as the additional insured: Automobile Liability Insurance and Commercial General Liability. Blanket endorsements are acceptable.

D. All required insurance coverages shall be procured and maintained with forms and insurers acceptable to City, acceptance of which shall not be…