4860_Public_Housing_Cabinet_Replacement_IFB_FINAL.pdf

CITY OF CHANDLER, ARIZONA

INVITATION FOR BID NO. HO5-910-4860

SOLICITATION TITLE: PUBLIC HOUSING KITCHEN CABINET

REPLACEMENT-AMP 1

SOLICITATION NO.: HO5-910-4860

BID DUE DATE: November 21, 2024

BID DUE TIME: 4:00 pm local Arizona time

SUBMIT TO: Via email to:

raquel.mcmahon@chandleraz.gov Email and attachments may not exceed 50 MB

PRE-BID CONFERENCE: November 7, 2024 11:00 a.m. local Arizona time Chandler City Hall 175 S. Arizona Ave., 4th Floor, Chandler 85225

BID OPENING: Dial in number: 415-655-0001

Event number: 2661 819 1803

CONTACT: Raquel McMahon, CPPB Procurement Officer Phone: (480) 782-2407 Email: raquel.mcmahon@chandleraz.gov

ISSUE DATE: October 31, 2024

Bids for the commodity or service specified will be received by the Purchasing Division, City of Chandler, via email to raquel.mcmahon@chandleraz.gov, until the time and date cited above. The City does not accept proposals submitted through the Arizona Procurement Portal. Proposals must be submitted via email to the Procurement Officer.

Bids must be received in the email inbox of the responsible Procurement Officer on or prior to the exact time and date indicated above.

Instructions for preparing bids are provided on the following pages.

IFB Summary: The City is requesting bids from qualified bidders to provide the City with public housing kitchen cabinet replacements pursuant to the attached agreement.

INFORMATION AND INSTRUCTIONS TO BIDDERS

1. Vendor Registration. Bidders must register via the on-line vendor registration system in order to automatically receive notification of addenda to this solicitation or notice of other solicitation opportunities. Visit https://www.chandleraz.gov/business/vendor-services/purchasing, select Vendor Registration and Management.

2. Addendum. This Invitation for Bid may only be modified by a written addendum. Bidders are responsible for obtaining all addenda. A Bidder must not rely on verbal responses to inquiries. A verbal reply to an inquiry does not constitute a modification of the solicitation.

3. Late Bids. Late bids will not be accepted. It is the sole responsibility of the Bidder to ensure that its bid is received at or prior to the exact date and time indicated on the Notice Page. The time stamp of the City’s email system will govern timeliness of submission.

4. Cost of Bid Preparation. The City will not reimburse any Bidder the cost of responding to a solicitation.

5. Duty to Examine. It is the responsibility of each Bidder to examine the entire solicitation, seek clarification and make inquiries, and examine its bid for accuracy before submitting. Lack of care in preparing a bid will not be grounds for modifying or withdrawing the bid after the bid due date and time, nor will it give rise to any claim.

6. Inquiries. Any inquiry related to this solicitation, including any requests for or inquiries regarding standards referenced in the solicitation must be directed solely to the Procurement Officer listed on the cover page of the solicitation. Bidders will not contact or direct inquiries concerning this solicitation to any other City employee unless the solicitation specifically identifies a person other than the Procurement Officer as a contact.

All inquiries, except those at the Pre-Bid Conference, should be submitted in writing and refer to the appropriate solicitation number, page and paragraph. The City will consider the relevancy of all inquiries but is not required to respond in writing.

Any inquiry must be submitted as soon as possible and should be submitted at least ten days before the bid due date and time for review and determination by City. Failure to do so may result in the inquiry not being addressed in a solicitation addendum.

7. Remote Attendance at Pre-Bid Conference. The City may offer remote attendance at the Pre- Bid Conference via a City-hosted dial-in meeting. If remote attendance is offered, meeting details will be provided on the Notice Page. Interested Bidders attending remotely may be required to register and provide, at a minimum, attendee name and company name.

Remote attendance is provided as a courtesy. Attendees are responsible for all aspects of their attendance. The City will not provide technical support for remote attendance.

8. Exceptions to the Solicitation. Any exception to the solicitation must be submitted as soon as possible and should be submitted at least ten days before the bid due date and time for review https://www.chandleraz.gov/business/vendor-services/purchasing and determination by City. Failure to do so may result in the exception not being addressed in a solicitation addendum.

9. Bid Amendment or Withdrawal. A bid may be withdrawn at any time before the due date and time. A bid may not be amended or withdrawn after the due date and time except as otherwise provided by applicable law.

10. Modifications. Modifications will not be permitted after bids have been opened except as otherwise provided under applicable law.

11. Unit Price Prevails. In the case of discrepancy between the unit price or rate and the extension of that unit price or rate, the unit price or rate will govern.

12. Non-Collusion and Non-Discrimination. By signing and submitting the bid, the Bidder certifies that the Bidder did not engage in collusion or other anti-competitive practices in connection with the preparation or submission of its bid; and the Bidder does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, age, sex, national origin, or disability, and that it complies with all applicable Federal, state and local laws and executive orders regarding employment.

13. Waiver and Rejection Rights. The City reserves the right to waive any immaterial defect or informality; or reject any or all bids, or portions thereof; or reissue the Invitation for Bid; and will be the sole judge of the merits of the bids received.

14. Bid Opening. Bids will be opened as indicated on the Notice Page, unless amended in writing by the Procurement Officer issuing the solicitation. Bidder names and bid prices will be read.

15. Public Record. All bids submitted in response to this solicitation and all evaluation related records will become property of City and will become a matter of public record for review, subsequent to publication by the City of the proposed award in the agenda for the City Council Meeting, or upon award by the appropriate approving authority or as otherwise required by law.

16. Offer Acceptance Period. All bids will remain valid for 120 days after the day of the opening of bids. The City may, at its sole discretion, release any bid and return any security (as applicable) prior to that date. No Bidder may withdraw a bid during this period without written permission from the City. Should any Bidder refuse to enter into an agreement, under the terms and conditions of the procurement, the City may retain any security (as applicable) as liquidated damages.

17. Payment. Bidders may agree to accept the City Procurement Card (Mastercard) for payment.

Bidders should indicate on the Bidder Information and Offer Section of this solicitation, their willingness to accept City Procurement Card payments. The inability to accept payment by City Procurement Card will not disqualify a Bidder’s response.

Bidders may also agree to accept other traditional payment methods, including automated clearinghouse (ACH). Payment terms for traditional payment methods are Net 30 upon receipt of an accurate invoice. Bidders may propose additional discounts for early payment within their bid.

18. Local Business Consideration. Where the Chandler Administrative Regulation MS-16 Local Business Consideration is applicable, any applicable Chandler Transaction Privilege Tax will be deducted from the net cost for the purpose of evaluation.

19. Protests. A protest must be in writing and be filed with the Purchasing Division. Filed means delivery to the Procurement Officer or Procurement and Supply Senior Manager, whichever is applicable. A time and date of receipt will be documented in a verifiable manner for purposes of filing.

A protest must include:

a. The name, address, telephone number and email address of the protester;

b. The signature of the protester or its representative;

c. Identification of the solicitation or contract number;

d. A detailed statement of the legal and factual grounds of the protest including copies of relevant documents; and

e. The form of relief requested.

A protest based upon alleged improprieties in a solicitation that are apparent before the solicitation due date must be filed not less than five calendar days before the solicitation due date.

A protest of a proposed award requiring City Council approval must be filed within five calendar days of the first posting of the award recommendation on the Purchasing Division website or the City Clerk’s website, whichever occurs first. If the deadline for filing a protest occurs on a weekend or holiday, the protest must be filed the next business day.

A protest of an award not requiring City Council approval must be filed within ten days after the protester knows or should have known the basis of the protest.

20. Award. Unless otherwise provided in this solicitation, the City reserves the right to make multiple awards, award by item, group or as a total, as is deemed most advantageous to the City.

21. Execution of Agreement. Within ten days of notice that Bidder is the recommended awardee, Bidder will execute and return the Agreement to Purchasing.

22. Persons with Disabilities. Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Procurement Officer. Requests must be made as early as possible to allow time to arrange the accommodation.

SUBMITTAL FORMAT AND CONTENT

Bidders must submit one copy of the bid via email to the responsible Procurement Officer. The INVITATION FOR BID TITLE, NUMBER AND BIDDER NAME should be in the subject line of the email.

Emails and attachments may not exceed 50 MB in size. Attachments should be in .pdf format and named with the IFB number and Bidder name. A single email is preferred, however multiple emails are permissible provided that all are received prior to the due date and time.

1. Completed Bidder Information and Offer Section. Complete and submit the Bidder Information and Offer Section in the format provided in this solicitation. This Section must include a signature by a person authorized to sign the bid. The signature must signify the Bidder’s intent to be bound by its Bid and the terms of the solicitation and that the information provided is true, accurate and complete.

2. Disclosure. If the Bidder has been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any Federal, state or local government, or if any such preclusion is currently pending, the Bidder must make disclosure. In the bid, the Bidder must include information including the name and address of the governmental entity, the effective date and duration of this suspension or debarment, and the relevant circumstances. The City reserves the right to reject a bid received from a Bidder, including each of its principals, who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity.

3. Pricing. Bidders must complete and submit pricing in the format provided in this solicitation.

4. Recycled Products and Materials. Under City Resolution No. 2104, City of Chandler has established a price preference of ten percent (10%) for products that have a minimum of fifteen percent (15%) recycled post-consumer waste. This preference will be used if it is cost-justified and the products at the minimum are functionally equal to all other specifications and use requirements as specified in the solicitation. The preference will be used for evaluation purposes only and the actual dollars offered shall be the contracted amount.

5.1 All Bidders are required to complete and sign the certificate titled “CERTIFICATION OF RECYCLED PRODUCTS”. Bidder shall indicate under penalty of perjury, the minimum, if not exact, percentage of recycled content, both post-consumer waste and secondary waste in materials, goods, or supplies offered or products used in the performance of the agreement, regardless of whether the product meets the fifteen percent (15%) recycled product percentage.

5.2 The preference amount for goods so certified shall be ten percent (10%) of the amount of their respective offer which shall be subtracted from their offer for determining the lowest offer for any item or grouping of items to be awarded to a single Bidder.

5.3 This preference shall be separated from and applied after any other preferences allowed by law. The minimum content of post-consumer recycled product or material shall be not less than fifteen percent (15%) in order to receive this ten percent (10%) price preference.

BIDDER INFORMATION AND OFFER SECTION

Company Name

Business Type (Corporation, Partnership, etc.)

State of Incorporation (if applicable)

Federal Tax I.D. No.

Address

City, State, Zip

Authorized Signature

Name and Title

Contact Name

Title

Telephone

E-mail

Chandler Transaction Privilege Tax (TPT) No.

(if applicable) Date of issue:

Is proposed purchase subject to TPT? _______yes _______no

Will you accept a City Procurement Card (MasterCard) for payment of invoices? _______yes _______no

If you accept a MasterCard for payment, do you charge a fee?

_______yes _______no If yes, what is the fee?______

Will you accept automated clearinghouse (ACH) for payment of invoices? _______yes _______no

Prompt Payment Terms Offered _______% Net _________ days

Disclosure of Debarment or Suspension

_______yes _______no

(If yes, please attach description of the circumstances)

Date Addendum #1 Acknowledged/Received

Date Addendum #2 Acknowledged/Received

Date Addendum #3 Acknowledged/Received

CERTIFICATION OF RECYCLED PRODUCTS

It is hereby certified that the products offered in solicitation #___________ contains ____ % of recycled material of which _____% is post-consumer-recycled material. Post-consumer waste materials are defined as only those materials that come from products generated by a consumer which have served their intended end-users and have been separated or diverted from solid waste for the purpose of collection, recycling and disposition. Scrap generated as part of the manufacturing process and routinely used by the manufacturer to make additional products, does not qualify as post-consumer-recycled material. The City will be the sole judge of the suitability of any recycled products offered, and whether or not the price preference should apply.

It is further certified that the following post-consumer recycled materials are used in the product and in the percentage content indicated.

Material(s):

Total content: ____% of total material used to manufacture the product that is derived from post-consumer recycled material.

Source of recycled material:

Provide specification sheet on products being offered.

Certified by:

Signature:

Printed Name:

Title:

Company Name:

Date:

NOTE: THIS CERTIFICATION MUST BE COMPLETED EVEN IF PRODUCTS BEING OFFERED DO NOT HAVE

RECYCLED MATERIAL.

EXAMPLE

CITY OF CHANDLER SERVICES AGREEMENT

PUBLIC HOUSING KITCHEN CABINET REPLACEMENT-AMP 1

CITY OF CHANDLER AGREEMENT NO. HO5-910-4860

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona municipal corporation (City), and [INSERT NAME OF SERVICE PROVIDER], [INSERT JURISDICTION AND BUSINESS ORGANIZATION] (Contractor), (City and Contractor may individually be referred to as Party and collectively referred to as Parties) and made , 2024 (Effective Date).

RECITALS

A. City proposes to [INSERT BRIEF DESCRIPTION OF SERVICES OR PROJECT] as more fully described in Exhibit A, which is attached to and made a part of this Agreement by this reference.

B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the compensation and fees set forth and as described in Exhibit B, which is attached to and made a part of this Agreement by this reference.

C. City desires to contract with the Contractor to provide these services under the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this Agreement, City and Contractor agree as follows:

SECTION I: DEFINITIONS

For purposes of this Agreement, the following definitions apply:

Agreement means the legal agreement executed between the City and the Contractor City means the City of Chandler, Arizona Contractor means the individual, partnership, or corporation named in the Agreement Days means calendar days May, Should means something that is not mandatory but permissible Shall, Will, Must means a mandatory requirement

SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibit A to the City’s satisfaction within the terms and conditions of this Agreement and within the care and skill that a person who provides similar services in Chandler, Arizona exercises under similar conditions. All work or services furnished by Contractor under this Agreement must be performed in a skilled and workmanlike manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished by Contractor as part of the work or services under this Agreement must be new, or the latest model, and of the most suitable grade and quality for the intended purpose of the work or service.

SECTION III: PERIOD OF SERVICE

Contractor must perform the services described in Exhibit A for the term of this Agreement.

Following execution of this Agreement by City, the Contractor will immediately commence work and will complete all services described within 90 calendar days from the date the Contractor is notified to proceed.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully described in Exhibit B for performance of the services approved and accepted by the City under this Agreement must not exceed [INSERT NUMERICAL FULL AGREEMENT AMOUNT]. Contractor must submit requests for payment for services approved and accepted during the previous billing period and must include, as applicable, detailed invoices and receipts, a narrative description of the tasks accomplished during the billing period, a list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment plus similar narrative and listing of their work. Payment for those services negotiated as a lump sum will be made in accordance with the percentage of the work completed during the preceding billing period. Services negotiated as a not-to-exceed fee will be paid in accordance with the work completed on the service during the preceding month. All requests for payment must be submitted to the City for review and approval.

The City will make payment for approved and accepted services within 30 days of the City’s receipt of the request for payment.

4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this Agreement, it is the responsibility of the Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

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

4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement. Prior to commencement of subsequent renewal terms, the City may approve a fully documented request for a price adjustment. The City shall determine whether any requested price increases for extension terms is acceptable to the City. If the City approves the price increase, the price shall remain firm for the renewal term for which it was requested. If a price increase is agreed upon by the Parties a written Agreement Amendment shall be approved and executed by the Parties.

SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses pertaining to this Agreement and records of accounts between the City and Contractor must be kept on the basis of generally accepted accounting principles and must be made available to the City and its auditors for up to three years following the City’s final acceptance of the services under this Agreement. The City, its authorized representative, or any federal agency, reserves the right to audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data, including data used to negotiate this Agreement and any amendments. The City reserves the right to decrease the total amount of Agreement price or payments made under this Agreement or request reimbursement from the Contractor following final contract payment on this Agreement if, upon audit of the Contractor's records, the audit discloses the Contractor has provided false, misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all of its contracts with subcontractors providing services under the Agreement Documents to ensure that the City, its authorized representative, or the appropriate federal agency, has access to the subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right to decrease Contract price or payments made on this Agreement or request reimbursement from the Contractor following final payment on this Agreement if the above provision is not included in subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.

5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a substantial change in this Agreement, thereby materially increasing or decreasing the scope of services, cost of performance, or Project schedule, the work will be performed as directed by the City. However, before any modified work is started, a written amendment must be approved and executed by the City and the Contractor. Such amendment must not be effective until approved by the City. Additions to, modifications, or deletions from this Agreement as provided herein may be made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done or materials furnished by the Contractor will be allowed by the City except as provided herein, nor must the Contractor do any work or furnish any materials not covered by this Agreement unless such work is first authorized in writing. Any such work or materials furnished by the Contractor without prior written authorization will be at Contractor's own risk, cost, and expense, and Contractor hereby agrees that without written authorization Contractor will make no claim for compensation for such work or materials furnished.

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full performance of the covenants contained herein, except that the City reserves the right, at its discretion and without cause, to terminate or abandon any service provided for in this Agreement, or abandon any portion of the Project for which services have been performed by the Contractor. In the event the City abandons or suspends the services, or any part of the services as provided in this Agreement, the City will notify the Contractor in writing and immediately after receiving such notice, the Contractor must discontinue advancing the work specified under this Agreement. Upon such termination, abandonment, or suspension, the Contractor must deliver to the City all drawings, plans, specifications, special provisions, estimates and other work entirely or partially completed, together with all unused materials supplied by the City. The Contractor must appraise the work Contractor has completed and submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's work to appraise the work completed. The Contractor will receive compensation in full for services performed to the date of such termination. The fee shall be paid in accordance with Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If there is no mutual agreement on payment, the final determination will be made in accordance with the Disputes provision in this Agreement. However, in no event may the payment exceed the payment set forth in this Agreement nor as amended in accordance with Alteration in Character of Work. The City will make the final payment within 60 days after the Contractor has delivered the last of the partially completed items and the Parties agree on the final payment. If the City is found to have improperly terminated the Agreement for cause or default, the termination will be converted to a termination for convenience in accordance with the provisions of this Agreement.

5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence of any one or more of the following events: in the event that (a) the Contractor fails to perform pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent,

(c) the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the Contractor disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement has been so terminated by City, the termination will not affect any rights of City against Contractor then existing or which may thereafter accrue.

5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold harmless the City and its officers, officials, agents and employees (lndemnitee) from any and all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in connection with this Agreement. This indemnity includes any claim or amount arising out of or recovered under workers' compensation law or on account of the failure of the Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. The Contractor must indemnify lndemnitee from and against any and all Claims, except those arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is responsible for primary loss investigation, defense and judgment costs where this indemnification applies. In consideration of the award of this Agreement, the Contractor agrees to waive all rights of subrogation against lndemnitee for losses arising from or related to this Agreement. The obligations of the Contractor under this provision survive the termination or expiration of this Agreement.

5.6 Insurance Requirements. Contractor must procure insurance under the terms and conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise from or relate to performance of the work under this Agreement by Contractor and its agents, representatives, employees, and subcontractors. Contractor and any subcontractors must maintain this insurance until all of their obligations have been discharged, including any warranty periods under this Agreement. These insurance requirements are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Agreement by the Contractor, the Contractor’s agents, representatives, employees, or subcontractors. Contractor is free to purchase such additional insurance as may be determined necessary.

5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such other duly executed documents as may be reasonably requested by the City to implement the intent of this Agreement.

5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and will be deemed to have been duly given and received either (a) on the date of service if personally served on the party to whom notice is to be given, or (b) on the date notice is sent if by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class United States mail, registered or certified, postage prepaid and properly addressed as follows:

For the City For the Contractor Name: Name:

Title: Title:

Address: Address:

Phone: Phone:

Email: Email:

5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party in respect to all covenants of this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest in this Agreement without the written consent of the other party. In no event may any contractual relation be created between any third party and the City.

5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties required not disposed of by agreement between the Contractor and the City, the final determination at the administrative level will be made by the City Purchasing and Materials Manager.

5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for the completeness and accuracy of Contractor's services, data, and other work prepared or compiled under Contractor's obligation under this Agreement and must correct, at Contractor's expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that the City has accepted or approved the Contractor's work will in no way relieve the Contractor of any of Contractor's responsibilities.

5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's payments up to the amount equal to the claims the City may have against the Contractor until such time that a settlement on those claims has been reached.

5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.).

5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent contractor. Any provisions in this Agreement that may appear to give the City the right to direct the Contractor as to the details of accomplishing the work or to exercise a measure of control over the work means that the Contractor must follow the wishes of the City as to the results of the work only. These results must comply with all applicable laws and ordinances.

5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must assign to the City the key personnel that will be involved in performing services prescribed in the Agreement. The City may acknowledge its acceptance of such personnel to perform services under this Agreement. At any time hereafter that the Contractor desires to change key personnel while performing under the Agreement, the Contractor must submit the qualifications of the new personnel to the City for prior approval. The Contractor will maintain an adequate and competent staff of qualified persons, as may be determined by the City, throughout the performance of this Agreement to ensure acceptable and timely completion of the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff, the Contractor must take prompt corrective action acceptable to the City and, if required, remove such personnel from the Project and replace with new personnel agreed to by the City.

5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for approval the names of subcontractors to be used under this Agreement. Any subsequent changes are subject to the City’s written prior approval.

5.17 Force Majeure. If either party is delayed or prevented from the performance of any act required under this Agreement by reason of acts of God or other cause beyond the control and without fault of the Party (financial inability excepted), performance of that act may be excused, but only for the period of the delay, if the Party provides written notice to the other Party within ten days of such act. The time for performance of the act may be extended for a period equivalent to the period of delay from the date written notice is received by the other Party.

5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to permit the City to verify Contractor’s compliance.

5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not currently engaged in, and agrees for the duration of the Agreement, not to engage in a boycott of Israel as defined by state statute.

5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).

Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a material breach of the Agreement and may be subject to penalties up to and including termination of the Agreement. City retains the legal right to inspect the papers of any Contractor’s or subcontractor’s employee who provides services under this Agreement to ensure that the Contractor and subcontractors comply with the warranty under this provision.

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a contract to any natural person who cannot establish that such person is lawfully present in the United States. To establish lawful presence, a person must produce qualifying identification and sign a City-provided affidavit affirming that the identification provided is genuine. This requirement will be imposed at the time of contract award. This requirement does not apply to business organizations such as corporations, partnerships, or limited liability companies.

5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor certifies and agrees Contractor does not currently use and will not use for the term of this Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.

5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, and that no member of the Chandler City Council, or any City employee has any interest, financially, or otherwise, in Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement without liability or, at its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage, or contingent fee.

5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this Agreement or to require performance of the other Party of any of the provisions hereof must not be construed to be a waiver of such provisions, nor must it affect the validity of this Agreement or any part thereof, or the right of either Party to thereafter enforce each and every provision.

5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential conflicts of interest, the Contractor must 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 may involve or be associated with any real property or personal property owned or leased by the City. Such notice must be given seven business days prior to commencement of the services by the Contractor for a third party, or seven business days prior to an adverse action as defined below. Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An adverse action under this Agreement includes, but is not limited to: (a) using data as defined in the Agreement acquired in connection with this Agreement to assist a third party in pursuing administrative or judicial action against the City; or (b) testifying or providing evidence on behalf of any person in connection with an administrative or judicial action against the City; or (c) using data to produce income for the Contractor or its employees independently of performing the services under this Agreement, without the prior written consent of the City. Contractor represents that except for those persons, entities, and projects identified to the City, the services performed by the Contractor under this Agreement are not expected to create an interest with any person, entity, or third party project that is or may be adverse to the City’s interests. Contractor's failure to provide a written notice and disclosure of the information as set forth in this Section constitute a material breach of this Agreement.

5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all information, whether written or verbal, including plans, photographs, studies, investigations, audits, analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work product, proposals, correspondence and any other similar documents or information prepared by, obtained by, or transmitted to the Contractor or its subcontractors in the performance of this Agreement. The Parties agree that all data, regardless of form, including originals, images, and reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in connection with the Contractor's or its subcontractor’s performance of this Agreement is confidential and proprietary information belonging to the City. Except as specifically provided in this Agreement, Contractor or its subcontractors must not divulge data to any third party without the City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes except to perform the services required under this Agreement. These prohibitions do not apply to the following data provided to the Contractor or its subcontractors have first given the required notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its performance under this Agreement unless such data was acquired in connection with work performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its performance under this Agreement and which was disclosed to the Contractor or its subcontractors by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event the Contractor or its subcontractors are required or requested to disclose data to a third party, or any other information to which the Contractor or its subcontractors became privy as a result of any other contract with the City, the Contractor must first notify the City as set forth in this Section of the request or demand for the data. The Contractor or its subcontractors must give the City sufficient facts so that the City can be given an opportunity to first give its consent or take such action that the City may deem appropriate to protect such data or other information from disclosure. Unless prohibited by law, within ten calendar days after completion or termination of services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set forth in this Section, a copy of all data to the City. All data must continue to be subject to the confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability to maintain the confidentiality of the data in its possession and agrees to compensate the City if any of the provisions of this Section are violated by the Contractor, its employees, agents or subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor agrees that the requirements of this Section must be incorporated into all subcontracts entered into by Contractor. A violation of this Section may result in immediate termination of this Agreement without notice.

5.27 Personal Identifying Information-Data Security. Personal identifying information, financial account information, or restricted City information, whether electronic format or hard copy, must be secured and protected at all times by Contractor and any of its subcontractors. At a minimum, Contractor must encrypt or password-protect electronic files.

This includes data saved to laptop computers, computerized devices, or removable storage devices. When personal identifying information, financial account information, or restricted City information, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed, or reconstructed. In the event that data collected or obtained by Contractor or its subcontractors in connection with this Agreement is believed to have been compromised, Contractor or its subcontractors must immediately notify the City contact.

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 must be incorporated into all subcontracts entered into by Contractor. It is further agreed that a violation of this Section must be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section may result in immediate termination of this

Agreement without notice. The obligations of Contractor or its subcontractors under this Section must survive the termination of this Agreement.

5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in accordance with and governed by the laws of the State of Arizona without regard to the conflicts or choice of law provisions thereof. Any action to enforce any provision of this Agreement or to obtain any remedy with respect hereto must be brought in the courts located in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably consents to the jurisdiction and venue of such court.

5.29 Survival. All warranties, representations, and indemnifications by the Contractor must survive the completion or termination of this Agreement.

5.30 Modification. Except as expressly provided herein to the contrary, no supplement, modification, or amendment of any term of this Agreement will be deemed binding or effective unless in writing and signed by the Parties.

5.31 Severability. If any provision of this Agreement or the application to any person or circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application will not be affected and will be enforceable to the fullest extent permitted by law.

5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or contemporaneous written or oral agreement between the Parties regarding the subject matter is merged and superseded.

5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement is hereby expressly made of the essence.

5.34 Date of Performance. If the date of performance of any obligation or the last day of any time period provided for should fall on a Saturday, Sunday, or holiday for the City, the obligation will be due and owing, and the time period will expire, on the first day after which is not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this Agreement, any performance provided for herein will be timely made if completed no later than 5:00 p.m. (Chandler time) on the day of performance.

5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the specified destinations. The Contractor will retain title and control of all goods until they are delivered and accepted by the City. All risk of transportation and all related charges will be the responsibility of the Contractor. All claims for visible or concealed damage will be filed by the Contractor. The City will notify the Contractor promptly of any damaged goods and will assist the Contractor in arranging for inspection.

5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights or benefits in the Agreement to anyone other than the City and the Contractor, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of City and the Contractor and not for the benefit of any other party.

5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in interpretation between provisions in this Agreement and those in the Exhibits, the provisions in this Agreement prevail.

5.38 Document/Information Release. Documents and materials released to the Contractor, which are identified by the City as sensitive and confidential, are the City’s property. The document/material must be issued by and returned to the City upon completion of the services under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication in any manner is prohibited without the City’s prior written approval. The document/material must be kept secure at all times. This directive applies to all City documents, whether in photographic, printed, or electronic data format.

5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by reference:

Exhibit A - Project Description/Scope of Services

Exhibit B - Compensation and Fees Exhibit C - Insurance Requirements Exhibit D - Special Conditions

5.40 Special Conditions. As part of the services Contractor provides under this Agreement, Contractor agrees to comply with and fully perform the special terms and conditions set forth in Exhibit D, which is attached to and made a part of this Agreement.

5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of the Contractor, this Agreement may be extended for use by other municipalities, school districts and government agencies of the State. Any such usage by other entities must be in accordance with the ordinance, charter and/or procurement rules and regulations of the respective political entity.

If required to provide services on a school district property at least five times during a month, the Contractor will submit a full set of fingerprints to the school of each person or employee who may provide such service. The District will conduct a fingerprint check in accordance with A.R.S.