27-0012 IFB Solicitation McDowell Median Improvements.pdf

City of Goodyear Procurement Office

1900 N. Civic Square

Goodyear, AZ 85395

Phone: 623/882-7891 Invitation For Bid

Solicitation Number: IFB 27-0012

Materials and/or Service: McDowell Median Improvements - 42058

Solicitation Due Date: August 19, 2026 Time: 3:00 pm (Arizona Time)

Procurement Staff: Elizabeth Blakley

Phone: (623)882-7891

Email: elizabeth.blakley@goodyearaz.gov

All Bids must be received by the specified date and time cited above. Late Bids will not be considered. Bids received by the correct date and time shall be publicly opened and read. Bidders are advised to carefully read the entire

Solicitation Package. Bids that do not comply with all Instructions to Bidders may be disqualified.

Solicitation packages can be obtained by going directly to: goodyearaz.bonfirehub.com.

There will not be a pre-bid conference held for this project.

The bid opening will be live on Microsoft Teams. Bidders may attend the bid opening by selecting the link provided on the second page of the solicitation.

All communications concerning this solicitation must be directed to responsible procurement staff identified above, via Bonfire messaging. Communications with other city staff may disqualify you from the evaluation process.

BIDDERS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION

Published in the Arizona Business Gazette – Republic Edition on: July 29 and 31 and August 5 and 7, 2026

Phone: 623/882-7891 Invitation For Bid

MICROSOFT TEAMS MEETING LINK

BID OPENING

August 19, 2026 at 3:00 p.m., Arizona Time

Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/226701148231279?p=tkx0932YWnaiNI3OuO

Meeting ID: 226 701 148 231 279

Passcode: 4su3Z5gT

Download Teams | Join on the web

Learn More | Meeting options https://teams.microsoft.com/meet/226701148231279?p=tkx0932YWnaiNI3OuO https://www.microsoft.com/en-us/microsoft-teams/download-app https://www.microsoft.com/microsoft-teams/join-a-meeting https://aka.ms/JoinTeamsMeeting https://teams.microsoft.com/meetingOptions/?organizerId=37b294ca-c730-4a72-823e-da60d8a45534&tenantId=d3c15ad3-14d0-4259-b2a9-ef3cfb13278f&threadId=19_meeting_OWY1OWYxNWYtN2E0Ny00ZjdhLWI3ZjUtNjRlNDVjMWJiNmYw@thread.v2&messageId=0&language=en-US

Phone: 623/882-7891 Table of Contents

Solicitation No: IFB 27-0012 www.goodyearaz.gov Page 3 of 44

SECTIONS PAGE

Notice Page 1

Table of Contents 3

Instructions to Bidders 4

Standard Terms and Conditions 8

Special Terms and Conditions 31

Scope of Work 36

Fee Schedule 37

Offer and Acceptance 38

ATTACHMENTS

Attachment A – Non-Collusion Affidavit

Attachment B – References

Attachment C – Sub-Contractors List

Attachment D – Bid Bond

Attachment E – Performance Bond

Attachment F – Payment Bond

Attachments Under Separate Cover

Attachment G – Bid Schedule

Attachment H – Specifications

Attachment I – Project Plans

Phone: 623/882-7891 Instructions to Bidders

Solicitation No: IFB 27-0012 www.goodyearaz.gov Page 4 of 44

1. PREPARATION OF BID

a. It is the responsibility of all Bidders to examine the entire solicitation package and seek clarification from the responsible Procurement staff person of any item or requirement that may not be clear, and to check all responses for accuracy before submitting a bid.

b. All bids shall be on the forms provided in the solicitation package. It is permissible to copy these forms if required.

c. The Offer and Acceptance document shall be returned with the submittal with an original blue ink signature by a person authorized to sign the Offer. Pricing documents and other documents which require information to be filled in must be done in ink, typewritten or computer printed. No bids will be accepted if pencil is used. Erasures, interlineations, or other modifications in the bid shall be initialed in original blue ink by the authorized person signing the bid.

d. It is the Bidder’s responsibility to obtain a copy of any amendments relevant to this solicitation. Failure to submit amendments with the solicitation response may be grounds for deeming a bid non-responsive.

e. Periods of time, stated as a number of days, shall be calendar days.

f. It is the responsibility of the Bidder to submit the bid at the place and by the time provided in the solicitation.

g. Negligence in preparing a bid confers no right of withdrawal after the due date and time of the bid. No bid shall be altered, amended, or withdrawn after the specified bid due date and time.

h. Bids shall include all costs as described and indicated by the specifications. The City is exempt from

Federal Excise Tax, including the Federal Transportation Tax. Sales tax, if any, shall be indicated as a separate item.

i. If price is a consideration, and in case of error in the extension of prices in the bid, the unit price shall govern.

2. SERIAL NUMBERS

Bids shall be for equipment on which the original manufacturer’s serial number, if applicable, has not been altered in any way. Throughout the contract term, the City reserves the right to reject any altered equipment.

3. BRAND NAMES

Any manufacturer’s names, trade names, brand names, or catalog numbers used in the specifications are for the purposes of describing and establishing the quality level, design and performance desired. Such references are not intended to limit or restrict bidding by other vendors, but are intended to establish the quality, design or performance which is desired. Any Bidder which proposes equal or greater quality, design or performance may be considered. The city has the sole authority to accept or reject any like items.

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4. SUBSTITUTIONS OR EXCEPTIONS

The City reserves the option to not consider bids for award if the Bidder: i) takes any exception to the specifications and the City does not agree or accept the proposed changes; or ii) proposes a unit which does not meet the City’s specifications exactly and the Bidder does not additionally propose the specified unit prior to bid opening, and the City rejects the alternative identified.

5. DESCRIPTIVE LITERATURE

All bidders shall include complete manufacturers’ descriptive literature regarding the equipment and goods they propose to furnish. Literature shall be sufficient in detail in order to allow full and fair evaluation of the bid submitted. Failure to include this information may result in the bid being rejected.

6. PREPARATION OF SPECIFICATIONS BY PERSONS OTHER THAN CITY PERSONNEL

All specifications shall seek to promote overall economy for the purposes intended and encourage competition and not be unduly restrictive in satisfying the City’s needs. No person preparing specifications shall receive any direct or indirect benefit from the utilization of specifications, other than fees paid for the preparation of specifications.

7. INQUIRIES

Any questions related to the solicitation shall be directed to the responsible Procurement Officer via

Messages/Opportunity Q&A on the City’s procurement portal (Bonfire). Contractors shall not contact or ask questions from other City staff or the City department for which the requirement is being procured.

Any correspondence related to a solicitation should refer to the solicitation number, page, and paragraph number. All questions must be submitted no later than the date/time indicated on the City’s procurement portal (Bonfire).

8. PRE-BID CONFERENCE

There will be no pre-bid conference held for this project.

9. LATE BIDS/MODIFICATIONS/WITHDRAWALS

Bids, modifications of bids, and withdrawals received after the due date and time specified for receipt will be rejected. A Bidder (or designated representative) may withdraw their bid through Bonfire any time prior to the bid due date and time.

10. PUBLIC RECORD/CONFIDENTIAL INFORMATION

All bids submitted in response to this solicitation shall become the property of the City and shall become a matter of public record available for review, subsequent to the award. If the Bidder believes that any information provided throughout the procurement process should be withheld as confidential, it is the responsibility of the Bidder to submit to the Procurement Manager a statement when the confidential information is submitted which identifies those items the Bidder believes to be confidential and the legal reason(s) why they are confidential. The Procurement Manager shall review the request for confidentiality and advise the Bidder in writing if the information will be treated as confidential by the City. If the City receives a public records request for any of the information determined to be confidential by the

Procurement Manager, the City will use reasonable efforts to give notice to the Bidder prior to the release of the information.

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11. BID ACCEPTANCE PERIOD

To allow for an adequate evaluation, the City requires a bid in response to this Solicitation to be valid for one hundred twenty (120) days after the opening time and date.

12. DISCUSSIONS

The City reserves the right to conduct discussions with Bidders for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the submittal in order to clarify a bid and assure full understanding of, and responsiveness to, solicitation requirements.

13. PERSONNEL

It is essential that the Bidder provide adequate experienced personnel, capable of and devoted to the successful accomplishment of the work to be performed in this Solicitation.

14. AWARD OF CONTRACT

a. The contract will be awarded pursuant to the provisions of the City of Goodyear Procurement Code.

Unless the Bidder states otherwise, or unless provided within this solicitation, the City reserves the right to award by individual line item, by group of line items, or as a total, whichever is deemed most advantageous to the City. Notwithstanding any other provision of this solicitation, the Procurement

Manager further reserves the right to i) waive any immaterial defect or informality; ii) reject any or all bids, or portions thereof; iii) reissue the solicitation; or iv) modify or cancel this solicitation.

b. A response to a solicitation is an offer to contract with the City based upon the terms, conditions and specifications contained in the City’s solicitation and the written amendments thereto, if any. If City

Council approval is necessary, bids do not become contracts unless and until they are accepted by the

City Council. A contract is formed when written notice of award(s) is provided to the successful

Bidder(s). The Contract has its inception in the award document, eliminating a formal signing of a separate contract.

c. In the event the City should receive two or more identical bids, the awardee will be determined by lottery.

15. BUSINESS REGISTRATION PERMIT

All Bidders awarded contracts with the City shall be required to obtain a City of Goodyear Business

Registration Permit through the Goodyear Business Registration Office. For further information call

Finance at (623)932-3910 or bl@goodyearaz.gov.

16. PROTESTS

a. Any interested party may protest a solicitation issued by the City or the proposed award or the award of a City Contract by submitting a request in writing with the Procurement Manager for the City of

Goodyear, with a copy directed to the City Attorney for the City of Goodyear as follows:

Jacque Behrens, CPPB

Procurement Manager

City of Goodyear

1900 N. Civic Square

Goodyear, AZ 85395

Roric Massey

City Attorney

City of Goodyear

b. Writing: All protests must be in writing and shall include the following information:

• The name, address and telephone number of the protester;

• The signature of the protester or its representative;

mailto:bl@goodyearaz.gov

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• The solicitation or contract number;

• A detailed statement of the legal or factual grounds of the protest including copies of relevant documents; and

• The form of relief requested. R3-4-16.01

c. Time Frame: To be considered, protests must be filed during the time frame identified in the procurement code.

• Protests of a solicitation must be filed within five (5) days of the first advertising of the solicitation.

• Protests of an award must be filed within ten (10) days of the issue date of the Notice of Award or Notice of Intent to Negotiate and Award.

d. The Procurement Manager is required to notify all interested parties that a protest has been filed.

17. CONFLICT OF INTEREST Bidders shall fully disclose all known and potential conflicts that could influence or appear to influence their judgment or the quality of their services.

18. OFFER RESULTS

Bids will be opened on the bid due date, time and location indicated on the cover sheet of the solicitation at which time the name of each bidder and the prices shall be read. Bids and other information received in response to the Invitation for Bid shall be shown only to authorized City personnel having a legitimate interest in them or persons assisting the City in the evaluation. Bids are not available for public inspection until after award recommendation has been posted on the City’s website.

A preliminary bid tabulation will be posted on the City’s website, http://www.goodyearaz.gov/business/vendor-services-procurement/bid-results within five (5) calendar days of the bid opening. The information on the preliminary tabulation will be posted as it was read during the bid opening. The City makes no guarantee as to the accuracy of any information on the preliminary tabulation. Once the City has evaluated the bids an award recommendation will be posted on the website.

No further notification will be provided to unsuccessful bidders.

END OF INSTRUCTIONS TO BIDDERS

http://www.goodyearaz.gov/business/vendor-services-procurement/bid-results

City of Goodyear Procurement Office

1900 N. Civic Square

Goodyear, AZ 85395

Phone: 623/882-7891

Standard Terms and Conditions

Solicitation No: IFB 27-0012 www.goodyearaz.gov Page 8 of 44

SECTION 1. DEFINITIONS

1.1 “Amendment, Addendum” written or graphic instruments issued prior to the submittal of the Bid(s), which clarify, correct or change the Bids(s) requirements.

1.2 “Agreement” or “Contract” means this written document signed by the City and Contractor covering the construction of the Project, and including other documents itemized and referenced in or attached to and made part of this Contract.

1.3 “Change Order” means a written instrument issued after execution of this Agreement signed by City and

Contractor, stating their agreement upon all of the following: the scope of the change in the Work; the amount of the adjustment to the Contract Price; the extent of the adjustment to the Contract Time(s) or modifications of other contract terms.

1.4 “City” means the City of Goodyear.

1.5 “City Manager” means the manager of the City of Goodyear or designee.

1.6 “City’s Representative” means the person or his/her designee authorized by the City of Goodyear to function on behalf of the City with reference to this Project.

1.7 “Contract” means this Goods/Services Contract and any attachments referenced herein, fully completed and executed between the City of Goodyear and the Contractor.

1.8 “Contract Documents” means the Notice to Contractors, Solicitation, Instructions to Bidders, Standard

Terms and Conditions, Scope of Work, Supplemental General Conditions, Special Provisions, Supplemental Specifications, Proposal, Proposal Acknowledgement, Contract, Payment Bond, Performance Bond, Certificates of Insurance, Construction Documents, Bid Proposal, Subcontractor

Listing, Construction Drawings, Contractor’s Affidavit Regarding Settlement of Claims, Plans, Addenda and Exhibits.

1.9 “Contract Price/Fee Schedule” means the amount or amounts set forth in the Fee Schedule subject to adjustment in accordance with this Agreement.

1.10 “Contractor” means the individual, partnership, entity or corporation who, as a result of the competitive process, is awarded a contract by the City of Goodyear to provide goods and/or services.

1.11 “Construction Documents” means the approved construction plans, specifications and drawings prepared by the engineer.

1.12 “Days” means calendar days unless otherwise specified herein.

1.13 “Litigation Expense” means any court filing fee and costs, arbitration fees or costs, witness fee, arbitration fees, and each other fee and cost of investigating and defending or asserting any claim for indemnification under this Contract, including, without limitation, in each case, attorneys’ fees, professional fees, disbursements and each other fee and cost of investigating and defending, appealing or asserting any claim for indemnification under this Contract.

1900 N. Civic Square

Goodyear, AZ 85395

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1.14 “Loss” means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge, other than a litigation expense.

1.15 “Project” “Services” or “Work” means the subject matter of this Contract as more fully set forth in the attached Scope of Work, which may include delivery of goods and/or services.

1.16 “Subcontractor” means any individual, corporation, company, or other entity who contracts to perform work or render services or provide goods to a Contractor or to another subcontractor as part of this Contract with the City.

1.17 “Substantial Completion” means when the Work, or an agreed upon portion of the Work, is sufficiently complete so that City can occupy and use the Project or a portion thereof for its intended purposes. This may include, but is not limited to: (i) approval by City Fire Marshall and local authorities (Certificate of

Occupancy); (ii) Elevator Permit; (iii) all systems in place, functional, and displayed to the City or its representative; (iv) all materials and equipment installed; (v) all systems reviewed and accepted by the City;

(vi) draft O&M manuals and record documents reviewed and accepted by the City; (vii) City operation and maintenance training complete; (viii) HVAC test and balance completed (Provide minimum thirty (30) days prior to projected substantial completion); (ix) landscaping and site work; and (x) final cleaning.

SECTION 2. TERM OF CONTRACT

2.1 The term of the contract may be automatically extended to include the warranty period.

2.2 Contractor shall not commence work until Contractor receives a purchase order signed by the City procurement manager or designee.

SECTION 3. COMPENSATION AND PAYMENTS

3.1 COMPENSATION: Total compensation to be paid under this Contract shall not exceed the purchase order amount.

3.2 Contractor shall invoice City on or before the 10th day of each month for goods and/or services provided under this contract during the prior month. All invoices shall contain itemized hourly fees, unit cost, extended cost of goods and supporting documentation for all invoiced amounts. All invoices to the City shall identify the specific item(s) being billed and the Purchase Order number. Items are to be identified by the name, model number, and/or serial number most applicable.

3.3 City shall make every effort to process payments to Contractor within thirty (30) calendar days after the receipt of a correct and approved invoice, unless a good faith dispute exists to any obligation to pay all or a portion of the invoice or account.

3.4 PRICE ADJUSTMENT/CONTRACT EXTENSION: The City’s Office of Procurement will review fully documented requests for price increase after any contract has been in effect for one (1) year. Any price increase adjustment will only be made at the time of contract extension and will be a factor in the extension review process. The Office of Procurement will determine whether the requested price increase or alternate option is in the best interest of the City. Any price adjustment will be effective upon the effective date of the contract extension.

1900 N. Civic Square

Goodyear, AZ 85395

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3.5 PRICE REDUCTION: A price reduction may be offered at any time during the term of the contract and shall become effective upon notice.

3.6 LATE SUBMISSION OF CLAIM BY CONTRACTOR: The City will not honor any invoices or claims which are tendered one (1) year after the last item of the account accrued.

3.7 ESTIMATED QUANTITIES: Quantities identified in the Solicitation are the City’s best estimate and do not obligate the City to order or accept more than the City’s actual requirements during the period of this

Contract as determined by actual needs and availability of appropriate funds. It is expressly understood and agreed that Contractor is to supply the City with its complete and actual requirements for the contract period.

3.8 PRODUCT DISCONTINUANCE: In the event that a product or model identified in the offer is subsequently discontinued by the manufacturer, the City at its sole discretion may allow the Contractor to provide a substitute for the discontinued item. The Contractor shall request permission to substitute a new product or model and provide all of the following:

1. A formal announcement from the manufacturer that the product or model has been discontinued;

2. Documentation from the manufacturer that names the replacement product or model;

3. Documentation that provides clear and convincing evidence that the replacement meets or exceeds all specifications required by the original solicitation;

4. Documentation that provides clear and convincing evidence that the replacement will be compatible with all the functions or uses of the discontinued product or model; and

5. Documentation confirming that the price for the replacement is the same as or less than the discontinued product or model.

3.9 USAGE REPORT: The Contractor may be required to provide a usage report to the Procurement Manager.

3.10 DISCOUNTS: Payment discounts will be computed from the date receiving acceptable goods, materials and/or services or correct invoice, whichever is later to the date payment is mailed.

3.11 NO ADVANCE PAYMENT: Advance payments will not be authorized; payment will be made only for actual goods or services that have been received.

3.12 FUND APPROPRIATION CONTINGENCY: The Parties recognize that the continuation of any contract after the close of any given fiscal year of the City of Goodyear, which ends on June 30 of each year, shall be subject to appropriation and allocation of funds by the Goodyear City Council.

3.13 F.O.B. POINT: All prices are to be quoted F.O.B destination, unless otherwise specified elsewhere in the solicitation.

3.14 TAXES: Contractor shall be solely responsible for the reporting of any and all tax obligations that may result from Contractor’s performance of this Contract.

SECTION 4. TERMINATION

4.1 TERMINATION FOR CONVENIENCE: City at any time and for any reason and without cause may terminate, suspend or abandon any portion, or all, of this Contract at City’s convenience. In the event the

1900 N. Civic Square

Goodyear, AZ 85395

Solicitation No: IFB 27-0012 www.goodyearaz.gov Page 11 of 44

City terminates, suspends or abandons any part of the services, the City shall provide notice to the

Contractor. Upon receipt of notice, the Contractor shall, unless the notice directs otherwise, immediately discontinue further services and placing of orders for materials, facilities and supplies in connection with the performance of this Agreement.

The Contractor shall appraise the services completed prior to receiving notice of the termination, abandonment or suspension and deliver to the City all drawings, special provisions, field survey notes, reports, estimates and any and all other documents or work product generated by the Contractor under the contract, entirely or partially completed, together with all unused materials supplied by the City.

In the event of termination, abandonment or suspension, Contractor shall be paid for services satisfactorily performed prior to receipt of such notice including reimbursable expenses then incurred. However, in no event shall the fee exceed that set forth in Section 4 of this Contract. Contractor shall not be entitled to any claim or claim of lien against Owner for any additional compensation or damages in the event of such termination and payment.

The City shall make final payment within thirty (30) days after the Contractor has fully complied with the provisions of Section 5 and Contractor submits a correct and approved final invoice for the fee that has been agreed to by the Parties.

4.2 Any attempt to represent any material and/or service not specifically awarded as being under contract with the City of Goodyear is a violation of the contract and the City of Goodyear Procurement Code. Any such action is subject to the legal and contractual remedies available to the City inclusive of, but not limited to, contract cancellation, suspension and/or debarment of the Contractor.

SECTION 5. RISK OF LOSS AND LIABILITY

5.1 INDEMNIFICATION: Unless a federal and state statute that expressly prohibits such indemnification, Contractor shall defend, indemnify, save and hold harmless the City of Goodyear, its officials, directors, officers, employees, agents, and representatives (hereinafter referred to as "Indemnitee") at all times after the date of this Contract from and against any and all Claims, caused by, relating to, arising out of, or alleged to have resulted from, in whole or in part, any negligent, reckless or intentional acts, errors, fault, mistakes, omissions, work, goods or service of the Contractor, its directors, officers, employees, agents, representatives, or any tier of subcontractors or any other person for whose acts, errors, fault, mistakes omissions, work, goods or service the Contractor may be legally liable in the performance of this Contract.

The Indemnification provided hereunder shall extend to Claims arising out of, or recovered under, Arizona's

Workers' Compensation Law or the failure of Contractor to conform to any applicable and appropriate federal, state, or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the Parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all

Claims. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable.

In consideration of the award of this contract, Contractor agrees to waive all rights of subrogation against

Indemnitee for Claims arising from the work performed by Contractor, its directors, officers, employees, agents, representatives, or any tier of subcontractors pursuant to this Contract. This indemnification provision shall survive the expiration or earlier termination of this Contract.

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Goodyear, AZ 85395

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For purposes of this Indemnification provision the term Claims shall mean claims, suits, actions, demands, proceedings, losses, settlement payments, disbursements, expenses, and damages of every kind and description (including but not limited to costs, interest, awards, judgments, diminution in value, fines, penalties or other charges, reasonable attorneys’ fees, other professionals’ fees, court filing fees and costs, arbitration fees, witness fees, and each other fee and cost of investigating and defending, negotiating, appealing or asserting any claim for indemnification under this Contract) (collectively referred to

“Litigation Expenses”).

5.2 INDEMNIFICATION – PATENT, COPYRIGHT AND TRADEMARK: The Contractor shall indemnify and hold harmless the City against any liability, including costs and expenses, for infringement of any patent, copyright or trademark or other proprietary rights of any third parties arising out of contract performance or use by the City of materials furnished or Services performed under this Contract. The

Contractor agrees upon receipt of notification to promptly assume full responsibility for the defense of any claim, suit or proceeding which is, has been, or may be brought against the City and its agents for alleged infringement, as well as for the alleged unfair competition resulting from similarity in design, trademark or appearance of goods by reason of the use or sale of any goods furnished under this Contract and the

Contractor further agrees to indemnify the City against any and all expenses, losses, royalties, profits and damages including courts costs and attorney’s fees resulting from the bringing of such suit or proceedings including any settlement or decree of judgment entered therein. The City may be represented by and actively participate through its own counsel in such suit or proceedings, it is so desires. It is expressly agreed by the Contractor that these covenants are irrevocable and perpetual.

5.3 TITLE AND RISK OF LOSS: The title and risk of loss of material or services shall not pass to the City until the City receives and accepts the materials or services at the point of delivery; and such loss, injury or destruction shall not release the Contractor from any obligation hereunder.

5.4 ACCEPTANCE: All materials or services are subject to final inspection and acceptance by the City.

Materials or services failing to conform to the specifications of this Contract shall be held at Contractor’s risk and may be returned to the Contractor. If returned, all costs are the responsibility of the Contractor.

The City may elect to do any or all of the following: a) Waive the non-conformance; b) Stop the work immediately; c) Bring materials into compliance; and/or d) Terminate the Contract and seek all remedies available in law and in equity. This shall be accomplished by a written determination by the City.

5.5 LOSS OF MATERIALS: The City does not assume any responsibility, at any time, for the protection of or for the loss of materials, from the execution of this Contract until the final acceptance of the work by the

City.

5.6 DEFAULT IN ONE INSTALLMENT TO CONSTITUTE TOTAL BREACH: Contractor shall deliver conforming materials in each installment of lot of this Contract and may not substitute nonconforming materials and/or services. Delivery of nonconforming materials or a default of any nature, at the option of the City, shall constitute a breach of the Contract as a whole.

5.7 SHIPMENT UNDER RESERVATION PROHIBITED: Contractor is not authorized to ship goods or perform services under reservation, and no tender of an invoice or bill of lading will operate as a tender of the goods or services.

1900 N. Civic Square

Goodyear, AZ 85395

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5.8 WORK PERFORMED AT CONTRACTOR’S RISK: Contractor shall take all precautions reasonably necessary and shall be responsible for the safety of its employees, agents and subcontractors in the performance of the work hereunder and shall utilize all protections reasonably necessary for that purpose.

All work shall be done at Contractor’s own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work.

5.9 SAFETY STANDARDS: All items supplied pursuant to this Contract shall comply with the current applicable Occupational Safety and Health Standards of the State of Arizona Industrial Commission, the

National Electric Code, and the National Fire Protection Association Standards.

5.10 PROJECT STAFFING: Prior to the start of any Services under this Contract, the Contractor shall submit to the City detailed resumes of key personnel that will be involved in performing Services prescribed in the

Contract for review and approval. At any time, hereafter that the Contractor desires to change key personnel while performing under the Scope, the Contractor shall submit the qualifications of the new personnel to the City for prior approval. Key personnel include but are not limited to the Contractor’s principal-in-charge, project manager, project designer, project architect, system architect, system manager and system engineer.

The Contractor will maintain an adequate and competent staff of qualified persons throughout the performance of this Contract as necessary for acceptable and timely completion of the services. If the City objects, with reasonable cause, to any of the Contractor's staff, the Contractor shall take prompt corrective action and, if required, remove such personnel from the Project and replace them with the new personnel agreed to by the City.

5.11 SUBCONTRACTORS: Prior to beginning the work, the Contractor shall furnish the City for approval the names of subcontractors to be used on this Project. Any subsequent changes are subject to the approval of the City.

5.12 DAMAGE TO CITY PROPERTY: Contractor shall perform all work so that no damage to any City buildings or property results. Contractor shall repair any damage caused to the satisfaction of the City at no cost to the City. Contractor shall take care to avoid damage to adjacent finished materials that are to remain. If finished materials are damaged, Contractor shall repair and finish in a manner which matches existing material as approved by the City at the Contractor’s expense.

5.13 FORCE MAJEURE: Neither Party shall be in default by reason of any failure in performance of this

Contract if such failure arises out of causes beyond their reasonable control and without the fault or negligence of said Party including, unforeseeable Acts of God; terrorism or other acts of public enemy; war and epidemics or quarantine restrictions.

If either Party is delayed at any time in the progress of the Work by force majeure, the delayed Party shall notify the other Party in writing of such delay, as soon as is practical, of the commencement thereof and shall specify the causes of such delay in the notice. The notice shall be hand-delivered or mailed certified-return receipt and shall make specific reference to this provision. The delayed Party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by contract modification for a period of time equal to the time that results or effects of such delay prevent the delayed Party from performing in accordance with this contract.

1900 N. Civic Square

Goodyear, AZ 85395

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SECTION 6. CONTRACT INTERPRETATION

6.1 DISPUTES, GOVERNING LAW, ATTORNEY FEES: Should any dispute, misunderstanding or conflict arise as to the terms or provisions contained in this Contract, the matter shall first be referred to the City, and the City shall determine the term or provision's true intent and meaning.

This Contract shall be deemed to be made under, shall be construed in accordance with, and shall be governed by the laws of the State of Arizona, without regard to choice of law or conflicts of laws principles thereof. Any action arising out of this Contract shall be commenced and maintained in the Superior Court of the State of Arizona in and for the County of Maricopa. The prevailing Party shall be reimbursed by the other Party for all attorney fees and all costs and expenses, including but not limited to all service of process, filing fees, court and court report costs, investigative costs, and expert witness fees which are incurred in any legal proceeding whatsoever arising out of this Contract, including, bankruptcy, arbitration, declaratory relief or other litigation, including appeals or rehearing.

6.2 PROVISIONS REQUIRED BY LAW: Each and every provision of law and any clause required by federal, state or local law to be in this Contract shall be read and enforced as though it were included herein and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of ether Party the Contract shall forthwith be physically amended to make such insertion or correction.

6.3 PAROL EVIDENCE: This Contract is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between the parties and no usage in trade shall be relevant to contradict, supplement or explain any term used in this Contract.

6.4 SEVERABILITY: If any provision in this Contract or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Contract and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

6.5 CONTRACT ORDER OF PRECEDENCE: In the event of a conflict in the provisions of the Contract, as accepted by the City and as they may be amended, the following shall prevail in the order set forth below:

1. Special Terms and Conditions

2. Standard Terms and Conditions

3. Specifications

4. Fee Schedule

5. Attachments

6. Exhibits

7. Invitation to Bid, Instructions to Bidders and other documents referenced or included.

In the event of a conflict in language between the Solicitation and the Bid, the provisions and requirements in the Solicitation shall govern. However, the City reserves the right to clarify, in writing, any contractual terms with the concurrence of the Contractor, and such written contract shall govern in case of conflict with the applicable requirements stated in the Solicitation or the Bid. The Solicitation shall govern in all other matters not affected by the written contract.

1900 N. Civic Square

Goodyear, AZ 85395

Solicitation No: IFB 27-0012 www.goodyearaz.gov Page 15 of 44

6.6 INTEGRATION: This Contract contains the full agreement of the parties hereto. Any prior or contemporaneous written or oral agreement between the parties regarding the subject matter hereof is merged and superseded hereby.

6.7 INDEPENDENT CONTRACTOR: Each Party will act in its individual capacity and not as an agent, employee, partner, joint venture, or associate of the other. An employee or agent of one Party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor is advised that taxes or Social Security payments will not be withheld from any City payments issued hereunder and that the Contractor should make arrangements to directly pay such expenses, if any.

6.8 NON-WAIVER MONIES DUE: The City of Goodyear as a public entity supported by tax monies, in execution of its public trust, cannot agree to waive any lawful or legitimate right to recover monies lawfully due it. Therefore, Contractor agrees that it will not insist upon or demand any statement whereby the City agrees to limit in advance or waive any right the City might have to recover actual lawful damages in any court of law under applicable Arizona law.

6.9 AMBIGUITIES NOT HELD AGAINST DRAFTER: This Contract having been freely and voluntarily negotiated by all parties and the rule of contract construction that ambiguities, if any, in any term or condition of an agreement are held against the drafter of the agreement is not applicable to this Contract.

6.10 NON-WAIVER CONTRACT PROVISION: The failure of either Party to enforce any of the provisions of this Contract or to require performance of the other Party of any of the provisions hereof shall not be construed to be a waiver of such provisions, nor shall it affect the validity of this Contract or any part thereof, or the right of either Party to thereafter enforce each and every provision.

6.11 COOPERATION AND FURTHER DOCUMENTATION: The Contractor agrees to provide the City all duly executed documents as shall be reasonably requested by the City to implement the intent of this

Contract.

SECTION 7. CONTRACT ADMINISTRATION AND OPERATION

7.1 WORK PRODUCT, EQUIPMENT AND MATERIALS: All work product, equipment, or materials created or purchased under this Contract are considered the sole property of the City and must be delivered to the City upon termination, abandonment of the Contract or final payment to the Contractor and shall not be used or released by the Contractor without prior authorization from the City. Work products include, but is not limited to, plans, specifications, cost estimates, tracings, studies, design analyses, original Mylar drawings, computer aided drafting and design (CADD) file, computer disks and/or other electronic records and media. Contractor agrees that all materials prepared under this Contract are “works for hire” within the meaning of the copyright laws of the United States and assigns to City all rights and interest Contractor may have in the materials it prepares under this Contract, including any right to derivative use of the materials. Contractor shall place the professional seal of Contractor on all plans and documents prepared in the performance of this Contract.

7.2 CONFIDENTIALITY AND ENCRYPTION: All data, regardless of form, including originals, images and reproductions, prepared by, obtained by, or transmitted to Contractor in connection with this Contract are confidential, proprietary information owned by the City. Except as specifically provided in this Contract, the Contractor shall not disclose data generated in the performance of the Service to any third person without the prior written consent of the City Manager.

1900 N. Civic Square

Goodyear, AZ 85395

Solicitation No: IFB 27-0012 www.goodyearaz.gov Page 16 of 44

Personal identifying information, financial account information or restricted City information, whether electronic format or hard copy, are considered confidential information and must be secured and protected at all times to avoid unauthorized access. At a minimum Contractor shall ensure that all electronic transmissions of confidential data are encrypted and any cryptographic algorithm implementations used must have been validated by the National Institute of Standards and Technology (NIST). The use of proprietary encryption algorithms will not be allowed for any purpose. The export of encryption technologies is restricted by the U.S. Government.

In the event that data collected or obtained by Contractor in connection with this Contract is believed to have been compromised, Contractor shall notify the City Attorney immediately. Contractor agrees to reimburse the City for any costs incurred by the City to investigate potential breaches of this data and, where applicable, the cost of notifying individuals who may be impacted by the breach.

Contractor agrees that the requirements of this section shall be incorporated into all subcontractor agreements entered into by the Contractor. It is further agreed that a violation of this section shall be deemed to cause irreparable harm and justifies injunctive relief in court. A violation of this section may result in immediate termination of this Contract without further notice. The obligations of Contractor under this section shall survive the termination of this Contract.

7.3 CONFLICT OF INTEREST/THIRD PARTIES: Contractor shall provide written notice to the City as set forth in this section, of any work or Services performed by the Contractor for third parties that, to the extent that the Contractor is aware, involves or is associated with any real property or personal property owned or leased by the City or which may be adverse to the City. Notice shall be given seven (7) days prior to commencement of the Services by the Contractor for a third party. Written notice and disclosure shall be sent to:

Roric Massey, City Attorney

City of Goodyear

Goodyear, Arizona 85395

Actions that are considered to be adverse to the City include but are not limited to:

1. Using data acquired in connection with this Contract to assist a third party in pursuing administrative or judicial action against the City;

2. Testifying or providing evidence on behalf of any third party in connection with an administrative or judicial action against the City; and

3. Using data to produce income for the Contractor, its subcontractors or employees independently of performing the services under this Contract, without the prior written consent of the City.

The Contractor represents that except for those persons, entities and projects identified to the City, the

Services to be performed by the Contractor under this Contract are not expected to create an interest with any person, entity, or third-party project that is or may be adverse to the interests of the City. The

Contractor’s failure to provide a written notice and disclosure of the information as set forth in this section shall constitute a material breach of Contract.

7.4 CONFLICT AUDIT: Within thirty (30) days of being requested to do so, Contractor agrees to provide the

City an itemized summary of any and all gifts a Contractor, its directors, officers, managers, employees, agents and/or representatives have made to any City employee during the year prior to the date of the

1900 N. Civic Square

Goodyear, AZ 85395

Solicitation No: IFB 27-0012 www.goodyearaz.gov Page 17 of 44

Contract through the date of the request. The summary shall include the date the gift was made, a description of the gift, the City employee(s) that received the gift, and the value of the gift. The summary shall be signed and its truthfulness certified by Contractor. For purposes of this section the terms "Gift" means anything of value that is provided to the employee and includes, by way of example, but not limitation, meals, free use of vacation homes, low interest or no interest loans, tickets to sporting events, tickets to charitable events, entertainment expenses, travel expenses, drinks, and the like. The failure to comply with any request made pursuant to this section and/or the submission of a summary that contains material misrepresentations constitutes grounds for debarment and the refusal to allow Contractor to participate in any future contracts with the City.

7.5 AUDIT OF RECORDS: Contractor shall retain, and shall contractually require each and every subcontractor that performs any Work under this Contact to retain all books, accounts, reports, files and any and all other records relating to the contract (hereinafter referred to as “Contract Documents”) for six

(6) years after completion of the Contract. City, upon written request and at reasonable times, shall have the right to review, inspect, audit and copy all Contract Documents of the Contractor and any subcontractor(s). Contractor shall produce the original Contract Documents at City Hall, currently located at 1900 N. Civic Square, Goodyear, Arizona, 85395 or at such other City facility within the City as designated by the City in writing. If approved by City Attorney in writing, photographs, microphotographs, or other authentic reproductions may be maintained instead of original Contract Documents.

7.6 AUDIT/BILLING AND EXPENSES: The City reserves the right to request supporting documentation for all hourly amounts; cost of goods and reimbursable expenses charged to the City. Such records will be subject to audit at any time during the term of this Contract and for a period not to exceed two (2) years after any amount is billed. Within thirty (30) days of receiving a request, the Contractor will furnish to the

City original invoices to support all charges and complete payroll records to support such hourly labor charges. The City reserves the right to audit any other supporting evidence necessary to substantiate charges related to this Contract, both direct and indirect costs, including overhead allocations if they apply to hourly costs associated with this Contract. If requested by the City, the Contractor will provide supporting records electronically in addition to a hard copy.

If the audit reveals overcharge, the Contractor will reimburse the City upon demand for such overcharges plus interest thereon from the date paid by the City through the date of reimbursement. If the overcharges exceed 5% of Contractor’s compensation, then Contractor shall also reimburse the City for the cost of the audit.

The Contractor shall include a similar provision in all of its agreements with subcontractor providing goods and/or services under this Contract to ensure the City, its authorized representative, and/or the appropriate federal agency, has access to the subcontractor records to verify the accuracy of any similar amounts charged to the City.

7.7 ADVERTISING: Contractor and all subcontractors shall not advertise or publish new releases concerning this Contract, goods or services provided to the City without prior written consent of the City Attorney.

7.8 CITY MARKS: The Contractor and all subcontractors shall not use any trade name, trademark, service mark, or logo of the City (or any name, mark or logo confusingly similar thereto) in any advertising, promotions, or otherwise, without the City’s express prior written consent.

1900 N. Civic Square

Goodyear, AZ 85395

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7.9 LICENSES AND PERMITS: Contractor and all subcontractors shall keep current federal, state, and local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this contract.

7.10 E-VERIFY: Contractor and all subcontractors warrant compliance with the e-verify statute, A.R.S. § 23-

214(A). A breach of this warranty shall be deemed a material breach of this contract and shall subject this contract to penalties up to and including termination of the contract. The City retains the right to inspect the papers and records of any of Contractor’s employees or any subcontractor’s employees working on the contract to ensure compliance with this requirement. For this section, Contractor shall have the meaning of

Contractor as found in A.R.S. § 41-4401, and subcontractor has the same meaning as found in A.R.S. § 41-

4401.

7.11 NON-DISCRIMINATION: Contractor and all subcontractors will not discriminate against any person based on race, color,…