B2727013 SSE Terms and Conditions.pdf

Revised: September 2025

CITY OF PHILADELPHIA

SERVICE SUPPLY EQUIPMENT (SSE) CONTRACTS TERMS AND CONDITIONS OF BIDDING AND

CONTRACT

SUBMISSION OF QUOTE

1. PREPARATION AND SUBMISSION OF QUOTE AND AUTHORIZATION TO CONTRACT.

All quotes must be electronically submitted to PHLContracts by a seller with legal authority to bind the seller’s Company as that authority is more fully described in the “Consent and Authorization Agreement,” which Company has completed, signed and submitted to the City at the time of vendor registration or as an attachment to the first submitted quote; in no event will the City accept a quote from seller unless City has received a duly completed and signed Consent and Authorization Agreement by the time of bid opening. “Seller” as used herein shall refer to either the authorized individual submitting the quote on behalf of the Company or the Company on whose behalf the quote is submitted.

The contract awarded hereunder shall consist of: the Company’s duly completed and signed Consent and Authorization Agreement which Agreement is made a part of and incorporated by reference herein, the Bid Solicitation and Quote, all specifications and amendments issued thereto by the City whether acknowledged or not by the seller, any surety bonds approved as to legal form by the Law Department, all representations and certifications made herein by seller including without limitation the certification relating to Local Business Entity preference, all warranties, exhibits and attachments reviewed and accepted by the City, including vendor and pricing information entered into PHLContracts, and these SS&E Terms and Conditions of Bidding and Contract (the “Contract”).

The Contract contains all the terms, conditions and requirements agreed upon by the parties and no other contract or agreement, oral or otherwise, regarding the subject matter of the Contract shall be deemed to exist or to bind any party hereto or to vary any of the terms contained in the Contract. In the event of a conflict or inconsistency between these Terms and Conditions of Bidding and Contract and any term, condition or provision contained elsewhere in the Contract including without limitation the Bid Solicitation, these Terms and Conditions of Bidding and Contract shall control. The Contract shall not be legally binding upon the City of Philadelphia unless and until it is executed in accordance with Paragraph 13 below.

The Contract may not be changed, amended or renewed, in whole or in part, except by a written amendment executed by the parties, the form of which may be a “Renewal Letter” or an “Add-On Letter” as issued by the Procurement Department. No waiver by the City of any breach or noncompliance by seller with any provision of the Contract shall relieve seller of any of its obligations or representations made under this Contract.

It is the responsibility of the seller to ensure that seller has reviewed any and all amendments to the Bid Solicitation and the Procurement Commissioner may in their sole discretion reject any quote for which all amendments have not been acknowledged in accordance with the instructions provided in PHLContracts and PHLContract Seller Guides. No quote may be considered if received after the date and time for the opening of bids established by the Bid Solicitation, nor may any quote be modified after that date and time. The time of bid opening shall be the time displayed in PHLContracts. In the event of any discrepancy between actual time and the time displayed in PHLContracts, the latter shall determine the time of bid opening. Notwithstanding the foregoing, the Procurement Commissioner reserves the right to accept a late quote if it is the only response and it is in the best interest of the City to do so. In the event Seller submits more than one quote to the same Bid Solicitation, only the last quote submitted by the time of bid opening will be considered for award.

2. BID SECURITY.

In order to be eligible to bid, all sellers must be enrolled in the City’s Annual Bid Security Program. All sellers must complete the registration form and pay a non-refundable Annual Bid Security Program fee of $100.00 payable annually. Seller shall pay this fee online at https://www.phila.gov/make-a-payment/#other-payment-types. Please click on the appropriate box(es) at the bottom of the page. If you paid your fees online, payment receipt(s) should be included with the quote. Payment by mail should be submitted in the form of a company check, bank money order or United States postal money order made payable to the “City of Philadelphia” and mailed to “Procurement Department, 1401 JFK Boulevard, Room 170A, Philadelphia, PA 19102-1605. Enrollment and payment of the Annual Bid Security Program fee must be completed prior to bid opening to be eligible for award. If applicable, an individual bid bond may also be required in the Bid Solicitation; where a bid bond is required, seller shall submit a scanned copy of the bid bond as an attachment to the quote and the City reserves the right to further require submission of the original bid bond at any time following the bid opening. Notwithstanding seller’s enrollment in the Annual Bid Security Program, an awarded seller who fails to execute its contract will be subject to the City’s remedies set forth in Paragraph 17.

3. BID PROCESSING FEE.

In addition to enrollment in the City’s Annual Bid Security Program, seller must pay, for each submitted quote, a non-refundable Bid Processing Fee of $25.00. Seller shall pay this fee online at https://www.phila.gov/make-a-payment/#other-payment-types. Please click on the appropriate box(es) at the bottom of the page. If you paid your fees online, payment receipt(s) should be included with the quote.

Payment by mail should be submitted in the form of a company check, bank money order or United States postal money order made payable to the “City of Philadelphia and mailed to “Procurement Department, 1401 JFK Boulevard, Room 170A, Philadelphia, PA 19102- 1605.” Please indicate the Bid Solicitation number on both the envelope and check and mail in sufficient time to be received by the City prior to bid opening. Cash is not an acceptable form of payment. Failure to submit the bid processing fee may result in the seller's disqualification from bidding. In addition, if an award is made pursuant to the Bid Solicitation, any unpaid processing fees owed by the seller to the City must be paid prior to the City's release of any payments to the seller under the Contract.

4. SPECIFICATIONS.

https://www.phila.gov/make-a-payment/#other-payment-types https://www.phila.gov/make-a-payment/#other-payment-types

When a specification is issued in connection with the Bid Solicitation, no deviation will be permitted, except if/as indicated in the Bid Solicitation and the seller will be required to furnish articles and/or services in conformity with that specification. When catalogues, model numbers, trade names, or cuts are listed in the Bid Solicitation, they are, unless otherwise specified, included for the purpose of furnishing sellers with reference to information concerning the style, type or kind of article and /or service desired. A seller may offer an article, service and/or equipment, which they certify to be equal or better in quality, performance and other essential characteristics. If submitting an alternate, the seller must specify the alternate (e.g., make and model #) in the quote and submit with the quote a complete description of the article (including any technical supporting documentation) and/or service proposed to be furnished. Failure to do so will require the seller to furnish the article and/or service as specified in the Bid Solicitation. The Procurement Commissioner reserves the sole right to determine whether alternates offered are equal or better.

Unless otherwise provided in the specification, all items offered by the seller must be new. A “new” item is one which will be used first by the City. This clause shall not be construed to prohibit sellers from offering goods, supplies, equipment, or materials containing recycled materials or printing with recycled content; sellers intending to provide goods made with recycled materials should notify the Procurement Department.

Any and all specifications issued in connection with the Bid Solicitation are deemed incorporated into and become part of the Contract.

5. PATENTS.

The successful seller (also referred to throughout these Terms and Conditions of Bidding and Contract as the “awarded seller” or “Contractor”) shall be solely responsible for all royalties and charges that may be due to any patent holder for or on account of the use of any patented appliance, product or processes. Evidence of such payment shall be submitted upon request of the Procurement Commissioner and failure to submit such evidence may, in the sole discretion of the Procurement Commissioner, result in rejection of the quote or constitute an event of default, entitling the City to all rights and remedies as provided herein in Paragraph 19 Default and Termination.

6. LOCAL BIDDING PREFERENCE.

In accordance with Chapter 17-109 of the Philadelphia Code relating to Local Bidding Preferences for Procurement Contracts, this bid may be subject to a local bid preference.1 In order to determine eligibility to receive the preference, if applicable, seller must be certified by the

Procurement Department as a Local Business Entity (“LBE”) at the time of bid opening and must indicate that seller’s company is an LBE on the general tab of the seller’s quote in PHLContracts. By submission of the quote, seller makes the following certification in connection with the grant of any local bidding preference which certification is incorporated into any Contract resulting from this Bid Solicitation:

“Throughout the entirety of the Contract, my company or my LBE certified subcontractors(s)2 will perform the majority of any work on the subject Contract within the geographic limits of the City of Philadelphia and my company or my LBE certified subcontractor(s) will maintain within the City a majority of the inventory or equipment that will be used on the Contract or the amount of inventory that is customary for that industry.”

If the Procurement Commissioner determines that the awarded seller fails to comply with the foregoing representation at any time during the term of its Contract, the awarded seller’s LBE certification will be revoked and the awarded seller shall be deemed in substantial breach of such Contract, shall be required to pay liquidated damages as outlined in the Bid Solicitation , and may be debarred by the Procurement Commissioner in accordance with the Procurement Department Debarment Regulation for a period up to three years.

*Note: If you wish to apply for Local Business Entity (LBE) certification, go to www.phila.gov/quotes. Please allow sufficient time prior to bid opening for processing of the LBE application.

EVALUATION AND AWARD

7. TYPES OF SELLERS RESTRICTED.

Sellers must not be a party to more than one bid for the same article or service. A violation of this condition may, in the sole discretion of the Procurement Commissioner, result in rejection of any or all such bids in which the seller has an interest.

8. RESPONSIVENESS.

Subject to the right of the Procurement Commissioner to waive non-responsiveness as set forth in this Section, these Terms and Conditions of Bidding and Contract and the specifications and requirements included in the Bid Solicitation are mandatory and must be strictly followed by all sellers in the preparation and submission of their quotes. After quotes are opened, the Procurement Department, and other City departments or agencies where appropriate or specified, shall review all quotes for responsiveness to these Terms and Conditions of Bidding and Contract, and the specifications and requirements included in the Bid Solicitation.

Any quote which is incomplete, obscure, conditional, or unbalanced, which contains additions not called for, or irregularities of any kind, including alterations or erasures, or which fails to conform in any respect to the specifications and requirements included in the Bid

1 For applicable bids of One Million Dollars or less, the preference is ten percent (10%); for all other applicable bids the preference is five percent (5%).

2 If the seller relies upon LBE subcontractor(s) to perform the majority of the work and maintain the majority of the inventory or equipment within the City, the subcontractor(s)’ LBE certification and most recent annual affidavit of continuing eligibility must be submitted to the Procurement Department http://www.phila.gov/quotes

Solicitation and these Terms and Conditions of Bidding and Contract, including any stated exceptions taken by seller to these Terms and Conditions of Bidding and Contract submitted through PHLContracts, is non-responsive and shall be rejected, except where the Procurement Commissioner, in their sole discretion, determines that the non-responsiveness is not material or that a waiver of the non-responsiveness is otherwise permitted by the Bid Solicitation, by these Terms and Conditions of Bidding and Contract or by law. The Procurement Department’s determination of non-responsiveness shall be final and any quote rejected as non-responsive shall not be eligible for award of the Contract.

9. RESPONSIBILITY.

Unless otherwise specified, after quotes are opened the Procurement Department and, where appropriate or specified, other City departments or agencies shall review and may investigate the lowest responsive seller’s responsibility including, but not limited to, its integrity, qualifications, references, capacity and ability to perform the Contract resulting from the Bid Solicitation in accordance with its terms. All determinations of responsibility shall be vested in the sole discretion of the Procurement Commissioner and other City officials.

Any seller who is deemed not responsible shall be ineligible for award of the Contract.

Sellers deemed not responsible will be notified of such determination and the reasons therefore in writing by the Procurement Department, and shall have the right to contest the determination by submitting to the Procurement Department, within forty-eight (48) hours after receipt of its written determination, a written request for reconsideration that includes information relating to the seller’s qualifications and responsibility and demonstrating the insufficiency of the reasons stated in the written determination finding the seller not responsible. Any further determination of a contesting seller’s responsibility shall be vested in the sound discretion of the Procurement Comm issioner and other City officials.

10. CANCELLATION AND AWARD.

The Procurement Commissioner, in their sole discretion, may cancel any Bid Solicitation prior to opening. After bid opening, the Procurement Commissioner, in their sole discretion, may reject all quotes, if deemed in the best interest of the City. In all cases where a Contract award is made by the Procurement Department, the seller is bound by the terms and conditions of the Bid Solicitation upon the submission of its quote. All quotes are valid for a period of not less than sixty (60) days, or as otherwise specified in the Bid Solicitation. If the quote has not been awarded within the specified period of time, the quote shall be valid for subsequent award only upon the express consent of the seller with no change to the submitted quote. Any price increases/decreases expressly provided for in the Bid Solicitation will be allowed. All Contract awards made in PHLContracts are preliminary and shall be made by the Procurement Department to the seller who is determined by the Procurement Department to be the lowest responsive and responsible seller and are subject to cancellation by the Procurement Commissioner in the best interests of the City. Awards of contracts are subject to Paragraph 13 b. and are contingent upon the seller’s satisfaction of the conditions set forth in Paragraph 13 b.

11. UNIT PRICING AND QUANTITIES AWARDED.

When applicable, unit pricing quoted will prevail in the event of any discrepancy(ies) between unit price and the extended amount. This same quoted unit price will be the determining factor in establishing applicable Contract amount(s) and award(s).

For requirements contracts only, the articles and quantities of such articles as set forth in the Bid Solicitation are estimates and the Procurement Commissioner, in their sole discretion, may make an award for none or all or some of the articles quoted and in such quantities as the Procurement Commissioner shall deem appropriate. For firm limit contracts, it is the City’s intent to award based upon the quantities set forth in the Bid Solicitation, but the City reserves the right to award more or less.

12. DELIVERY, PRICE INCREASES AND TIE BIDS.

All articles must be delivered at the price(s) quoted, FOB Destination. Quotes containing reservations of the right to increase the price(s) quoted including, but not limited to, late payment charges, will not be considered, except where the Procurement Commissioner, in their sole discretion, finds it in the City’s best interest to do so. In the event of an absolute tie, the award decision will be made in the best interests of the City as determined by the Procurement Commissioner as informed by Mayoral Executive Order 04-12, “Procurement of Local and American Goods and Services.”

CONTRACT EXECUTION AND CONFORMANCE

13. CONTRACTS.

a. Awards of contracts in amounts less than or equal to $94,000 shall become Contracts binding upon the City upon notice of award made through PHLContracts.

b. Awards made in PHLContracts of contracts in amounts greater than $94,000 shall not become contracts binding upon the City until the following conditions have been satisfied:

i. Successful seller posts sufficient performance security, as required in the Bid Solicitation, within the time specified in the written notice of award;

ii. Successful seller posts a payment bond or other payment security, if and as required by the Bid Solicitation, within the time specified in the written notice of award;

iii. Approval of the Contract as to form by the City’s Law Department;

iv. Certification by the Director of Finance and City Controller as to the availability of funds; and

v. Execution of the Contract by approval in PHLContracts by the Procurement Commissioner.

The Procurement Commissioner may, in their sole discretion, cancel any Contract award if any of the above conditions (i-v) are not satisfied, or if the Procurement Commissioner, in their sole discretion, determines cancellation to be in the best interests of the City. The seller agrees that in the event of such cancellation, it shall not have any claim against the City, including any claim for breach of Contract or of any other legal duty, or for lost profits, costs, damages, or expenses of any kind.

14. PERFORMANCE SECURITY.

When applicable, the successful seller is required to furnish an individual performance bond, issued by a surety approved by the City and in the amount specified in the Bid Solicitation.

15. INSURANCE.

Unless otherwise specified, the successful seller (referred to in this Section as “Contractor”) shall, at its sole cost and expense, procure and maintain in full force and effect, during the entire period of the Contract (including any applicable warranty and/or renewal periods), the minimum types of insurance specified below. All insurance shall be procured from reputable insurers authorized to do business in the Commonwealth of Pennsylvania and shall be acceptable to the City. All insurance required herein shall be written on an “occurrence” basis and not a “claims-made” basis. The City of Philadelphia, its officers, employees, and agents are to be named as additional insureds on the General Liability policy required hereunder. Also, an endorsement is required stating that the coverage afforded these parties as additional insured will be primary to any other coverage available to them. The City’s coverage as an additional insured shall be primary coverage.

The insurance policy or the Contractor shall provide for at least thirty (30) days prior written notice to be given to the City in the event coverage is materially changed, canceled or non-renewed. Certificates of insurance evidencing the required coverages shall be submitted to the City within fifteen (15) days of notice of contract award and for each renewal period. The City reserves the right to require the Contractor to furnish certified copies of the original policies of all insurance required hereunder at any time upon fifteen (15) days prior written notice. The insurance requirements set forth herein are not intended and shall not be construed to modify, limit, or reduce the indemnifications made in this Contract by the Contractor to the City or to limit the Contractor’s liability under this Contract to the limits of the policies of insurance required to be maintained by the Contractor hereunder.

1. WORKERS COMPENSATION AND EMPLOYERS LIABILITY

i. Workers’ Compensation – Statutory limits

ii. Employers Liability - $100,000 Each Accident – Bodily Injury by Accident; $100,000 Each Employee – Bodily Injury by

Disease; $500,000 Policy Limit – Bodily Injury by Disease

iii. Other states insurance including Pennsylvania

2. GENERAL LIABILITY INSURANCE

i. Limit of Liability: $1,000,000 per occurrence combined single limit for bodily injury (including death) and property damage liability.

ii. Coverage: Premises operation: Blanket Contractual liability; Personal Injury liability; Products and completed operations; Employees as insureds; Cross liability; Broad form property damage (including loss of use) liability;

Asbestos abatement liability coverage (Note: Required for asbestos abatement projects only).

3. AUTOMOBILE LIABILITY

i. Limit of Liability: $1,000,000 per occurrence combined single limit for bodily injury (including death) and property damage liability.

ii. Coverage: owned, non-owned and hired vehicles.

Contractors providing only supplies and equipment to the City via Common Carrier are only required to maintain General Liability insurance, naming the City of Philadelphia, its officers, employees and agents as additional insureds.

Certificates of Insurance. No Contract will be executed nor purchase order issued unless and until all required Certificates of Insurance, including all required coverages and limits are received.

All insurance MUST meet the following requirements:

• Insured must be in the same name and address as the Contractor;

• The insurance carrier must be rated “A-VII” or better by AM Best;

• The certificate holder must be the City of Philadelphia;

• The City of Philadelphia, its officers, employees and agents must be specifically named as additional insureds on the Certificate of Insurance in the “Description of Operations” section;

• Certificate of Insurance must be signed by an authorized representative of the insurance company/carrier; and

• Certificates of Insurance evidencing the required coverage must specifically reference the City Contract Number for which they are being submitted.

All Certificates of Insurance should be included with the bid submission.

16. INDEMNIFICATION.

All Sellers (referred to in this Section as “Seller Company”) shall indemnify, defend and hold harmless the City, its officers, employees and agents from and against any and all losses, costs (including, but not limited to, litigation and settlement costs and counsel fees), claims, suits, actions, damages, liabilities and expenses, occasioned wholly or in part by the Seller Company’s act or omission or fault or negligence or the act or omission or fault or negligence of Seller Company’s agents, subcontractors (including suppliers), employees or servants in connection with the Contract, including, but not limited to, those acts or omissions or fault or negligence in connection with loss of life, bodily injury, personal injury, damage to property, contamination or adverse effects on the environment, the Seller Company’s default under the Contract, intentional acts, failure to pay subcontractors and suppliers and any infringement or violation of any proprietary right (including, but not limited to, patent, copyright, trademark, service mark and trade secret). This obligation to indemnify, defend and hold harmless the City, its officers, employees and agents shall survive the termination of the Contract resulting from the Bid Solicitation.

17. FAILURE TO EXECUTE CONTRACT.

Any seller not lawfully released from its quote, or who fails, refuses or is unable to furnish any required payment security, performance security or insurance, as may be required by the Bid Solicitation and/or these Terms and Conditions of Bidding and Contract, shall be liable to the City for liquidated damages, outlined in the Bid Solicitation; or where the damages are readily ascertainable by the City, for the actual loss, cost or damage incurred by the City as a result of its failure to execute the Contract or to furnish such bonds, performance security or insurance.

18. ASSIGNMENT.

The successful seller shall not assign the Contract resulting from the Bid Solicitation, or any part of the Contract, or any right to any monies to be paid under the Contract, or delegate performance of the Contract, without obtaining the prior written consent of the Procurement Commissioner. The decision whether to consent to an assignment is within the Procurement Commissioner’s sole discretion. In no case shall the Procurement Commissioner’s consent to the assignment of any monies to be paid under the Contract relieve the seller from faithful performance of any of its obligations under the Contract or change any of the terms and conditions of the Contract. Any purported assignment in violation of this provision shall be of no effect.

19. DEFAULT and TERMINATION.

All work performed and goods and services rendered by a successful seller (referred to in this Section as “Contractor”) under any Contract resulting from the Bid Solicitation shall strictly conform to these Terms and Conditions of Bidding and Contract and the specifications and requirements contained in the Bid Solicitation.

a. The following shall constitute events of default under any Contract resulting from the Bid Solicitation:

i. Failure by Contractor to comply with any provision of the Contract, including the specifications contained in the Bid

Solicitation and these Terms and Conditions of Bidding and Contract and/or failure by Contractor to comply with ”applicable law” as that term is defined in Paragraph 24.

ii. Falseness of any representation or warranty by Contractor in the Contract or in other document(s) submitted to the

City by Contractor in connection with the Bid Solicitation or fraud in connection with the performance of the Contract.

iii. Failure by Contractor to pay its suppliers or subcontractors, misappropriation of any funds provided under the Contract or failure to notify City upon discovery of any misappropriation.

iv. A violation of law by Contractor which results in its making a guilty plea, a plea of nolo contendere, or conviction of a criminal offense by Contractor, its directors, employees, or agents or indictment or charges, which in the sole judgment of the Procurement Commissioner, adversely affects the performance of the Contract or Contractor’s responsibility or fitness to provide goods and services to the City.

v. The Procurement Department’s determination that the Contractor is not responsible as such term is described in

Paragraph 9 above, where such determination is made, and is based upon, information received after award of the Contract and/or after execution of the Contract by the Procurement Commissioner and/or after satisfaction of any or all other conditions of a binding Contract set forth in Paragraph 13 above.

vi. Any other act or omission identified in these Terms and Conditions of Bidding and Contract or elsewhere in the Bid

Solicitation as an event or condition constituting default.

b. Upon the occurrence of an event of default, the Procurement Commissioner, in their sole discretion, may require Contractor to cure the default within a period of time to be determined by the Procurement Commissioner, or terminate the Contract in whole or in part and exercise any one or more of the following remedies (which remedies may be concurrent and shall be in addition to and not in lieu of the remedies available to the City at law, in equity, under any bond(s) filed in connection with the Contract or under other sections of these Terms and Conditions of Bidding and Contract:

i. Purchase goods and/or services from others in substitution of goods or services that were not furnished or performed by Contractor or that were defective or otherwise in violation of any provision of the Contract; the cost of such substituted goods and services shall be the sole responsibility of Contractor and Contractor agrees to pay immediately, upon receipt of the City’s invoice, the difference between the Contract price and the substituted product or service cost, plus any other loss, cost or damages incurred by the City.

ii. Appropriate to the payment of the difference between the Contract price and the cost of such substitute goods or services, and the amount of any other loss, cost or damage incurred by the City as a result of the default, any monies which may then be due and payable to Contractor under this Contract or any other Contract that Contractor then has with the City.

The City shall notify Contractor in writing of such termination, which shall be effective as of the date specified in the notice of termination (the “Termination Date”). The Procurement Commissioner may, in their sole discretion, require Contractor to continue to furnish all goods and perform all services required under the Contract until the Termination Date, in which case, subject to the remedies enumerated above, the successful seller shall be paid in accordance with the Contract therefore. If the City requires Contractor to cure the event(s) of default, or to continue to furnish goods or services until the Termination Date, and Contractor refuses or fails to do so, then such failure shall itself be deemed an event of default under this Section, for which the City may exercise any of its rights hereunder.

20. PAYMENT FOR EQUIPMENT.

Unless otherwise provided in the specifications, when equipment involves installation, (which shall also be interpreted to mean erection and/or setting up or placing in position for service or use) and/or testing, and where such installation or testing is delayed through no fault of the seller (referred to in this Section as “Contractor”), Contractor shall be entitled to a payment equal to 50% of the pr ice quoted when such equipment is delivered on site and to a further payment equal to an additional 25% of the price quoted when the equipment is installed and ready for test. The balance shall be paid only after the equipment is tested and found to be satisfactory by the City. If the equipment must be tested, but installation is not required to be made by the supplier or if the equipment must be installed but testing is not required, and the installation or testing is delayed through no fault of the Contractor, Contractor shall be entitled to a payment equal to 75% of the price quoted at the time of delivery and the balance shall be paid after satisfactory testing and/or installation, as required.

TAX MATTERS

21. TAX EXEMPTION.

The City of Philadelphia is exempt from the payment of any federal excise or transportation taxes and any Pennsylvania sales tax. The price quote must be net, exclusive of taxes. The City will not pay any sales taxes imposed on the seller. The seller must not include any sales taxes imposed on the seller in its costs to be reimbursed by the City. However, when under established trade practice any federal excise tax is included in list prices, seller may bid the list price and shall show separately the amount of the federal tax, either as a flat sum or as a percentage of the list price, which shall be deducted by the City. In the event seller pays any sales or use tax, seller hereby assigns to City, or City’s agent, all of its rights, title and interest in any sales or use tax which may be refunded as a result of the purchase of any articles furnished in connection with the Contract and seller, unless directed by the City, shall not file a claim for any sales or use tax refund subject to this assignment. Seller authorizes the City, in City’s name or the name of Seller Company, to file a claim for refund of any sales or use tax subject to this assignment.

22. TAX INDEBTEDNESS.

The City of Philadelphia does not wish to do business with tax delinquents or other businesses indebted to the City. In furtherance of this policy, the following certifications have been developed and shall form a part of any Contract resulting from the Bid Solicitation. The successful seller or other entity contracting with the City is referred to below as the “Contractor”.

a. Contractor’s Certification of Non-Indebtedness-Contractor hereby certifies and represents that Contractor and Contractor’s parent company(ies) and subsidiary(ies) are not currently indebted to the City of Philadelphia (the “City”) and will not at any time during the term of this Contract (including any extensions or renewals thereof) be indebted to the City, for or on account of any delinquent taxes (including, but not limited to, taxes collected by the City on behalf of the School District), liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the City has been established. In addition to any other rights or remedies available to the City at law or in equity, Contractor acknowledges that any breach or failure to conform to this certification may, at the option of the City, result in the withholding of payments otherwise due to Contractor and, if such breach or failure is not resolved to the City’s satisfaction within a reasonable time frame specified by the City in writing, may result in the offset of any such indebtedness against said payments and/or the termination of this Contract for default (in which case Contractor shall be liable for all costs, losses and other damages resulting from the termination).

b. Subcontractor’s Certification of Non-Indebtedness - -Contractor shall require all subcontractors performing work in connection with this Contract (“subcontractor” shall also include suppliers providing goods or materials) to be bound by the following provision, and Contractor shall cooperate fully with the City in exercising the rights and remedies described below or otherwise available at law or in equity:

“Subcontractor hereby certifies and represents that subcontractor and subcontractor’s parent company(ies) and subsidiary(ies) are not currently indebted to the City of Philadelphia (“City”). and will not at any time during the term of Contractor’s Contract with the City (the “Contract”), including any extensions or renewals thereof, be indebted to the City, for or on account of any delinquent taxes (including, but not limited to, taxes collected by the City on behalf of the School District of Philadelphia), liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the City has been established. In addition to any other rights or remedies available at law or in equity, subcontractor acknowledges that any breach of or failure to conform to this certification may, at the option of the City, result in the withholding of payments otherwise due to subcontractor for services rendered in connection with the Contract and, if such breach or failure is not resolved to the City’s satisfaction within a reasonable time frame specified by the City in writing, may result in the offset of any such indebtedness against said payments otherwise due to subcontractor and/or the termination of subcontractor for default (in which case subcontractor shall be liable for all costs, losses and other damages resulting from the termination).”

23. TAX REQUIREMENTS.

Any person or entity that quotes on and/or is awarded a contract by the City and/or School District of Philadelphia, is subject to Philadelphia’s business tax ordinances and regulations.

a. The City Solicitor has determined that anyone who is awarded a contract by the City and/or School District pursuant to a quote has entered into a contract within the City, and the subsequent delivery of goods into the City or performance of services within the City constitutes doing business in the City and subjects the successful seller, including but not limited to, one or more of the following taxes:

i. Business Income and Receipts Tax

ii. Net Profits Tax

iii. City Wage Tax

The successful seller, if not already paying the aforesaid taxes, is required to apply to the Department of Revenue, 1401 John F. Kennedy Blvd., Public Service Concourse, Municipal Services Building, Philadelphia, PA 19102 for a tax identification number and to file appropriate business tax returns as provided by law. Questions should be directed to the Business and Earnings Tax Unit at (215) 686-6600.

GENERAL INFORMATION

24. COMPLIANCE WITH LAWS.

Successful Seller (sometimes referred to in paragraphs 25 through 31 herein as “Contractor”), in the performance of the Contract shall comply with, and all goods, services, documents and other materials furnished under the Contract shall conform with, all applicable present and future federal, state or local laws, ordinances, executive orders, rules, regulations and all court orders, injunctions, decrees and other official interpretations thereof of any federal, state or local court, administrative agency or governmental body, including the City, the Commonwealth of Pennsylvania and the United States of America (“applicable law”). Applicable law shall include, without limitation, the specific laws referenced in paragraphs 25 through 31 herein and Chapter 17-1700 (Contractors are obligated to pay their subcontractors promptly after Contractor receives payment from the City) and Chapter 17-1800 (Contractor shall cooperate with the City in addressing its goal of securing employment for Returning Citizens). Contractor shall maintain during the term of the Contract all licenses, and authorizations required by any applicable law.

25. NONDISCRIMINATION.

In performing any Contract awarded pursuant to the Bid Solicitation, Contractor must comply with the terms of the Charter and the Fair Practices Ordinance (Chapter 9-1100 of the Code) as they may be amended from time to time. In addition, to the extent those provisions do not explicitly prohibit or cover certain types of discriminatory conduct in performing this Contract, Contractor has broader obligation under this Contract. In connection with providing any service or fulfilling any duty under this Contract, including selecting and engaging any subcontractor, Contractor shall not discriminate or permit discrimination against any individual on the basis of actual or perceived race, ethnicity, color, sex, sexual orientation, gender identity, religion, national origin, ancestry, age, disability, marital status, source of income, familial status, genetic information; domestic or sexual violence victim status; or Acquired Immune Deficiency Syndrome (“AIDS”) status. In the event of any breach of this Section 25, the City may, in addition to any other rights or remedies available under this Contract, at law or in equity, suspend or terminate this Contract forthwith.

In accordance with Chapter 17-400 of The Philadelphia Code, Contractor agrees that its payment or reimbursement of membership fees or other expenses associated with participation by its employees in an exclusionary private organization, insofar as such participation confers an employment advantage or constitutes or results in discrimination with regard to hiring, tenure of employment. promotions, terms, privileges or conditions of employment, on the basis of race, color, sex, sexual orientation, gender identity, religion, national origin or ancestry, shall constitute an event of default under this Contract and shall entitle the City to all rights and remedies as provided herein in Section 19 or otherwise available to the City at law or in equity. Contractor agrees to include the immediately preceding sentence, with appropriate adjustments for the identity of the parties, in all subcontracts which are entered into pursuant to this Contract. Contractor further agrees to cooperate with the Commission on Human Relations of the City of Philadelphia in any manner which the said Commission deems reasonable and necessary for the Commission to carry out its responsibilities under Chapter 17-400 of The Philadelphia Code. Failure to so cooperate shall constitute an event of default under this Contract entitling the City to all rights and remedies as provided herein in Section 19 or otherwise available to the City at law or in equity.

26. ETHICS REQUIREMENTS.

To preserve the integrity of City employees and maintain public confidence in the competitive bidding system, the City intends to vigorously enforce the various ethics laws as they relate to City employees in the soliciting for bids and execution of City contracts. Such laws are in three categories:

a. Gifts. Executive Order No. 10-16 which prohibits any City officer or employee from accepting or receiving a gift as defined in Executive Order No. 10-16, of any monetary value from any Person who either, (a) engages in lobbying on behalf of a principal for economic consideration, and is registered as such pursuant to the requirements of Section 20-1202 of The Philadelphia Code, including any attorney at law while engaged in lobbying; or (b) at the time or within twelve (12) months preceding the time a gift is received, (i) is seeking, or has sought, official action from that City employee; or (ii) has operations or activities regulated by that City employee’s department, agency, office, board or commission; or (iii) has a financial or other substantial interest in acts or omissions taken by that City employee, which the City employee is able to affect through official action. Seller understands and agrees that if it offers anything of value to a City officer or employee under circumstances where the receipt of such item would violate the provisions of this Executive Order, seller may be subject to sanctions with respect to future City Contracts. Such sanctions may range from disqualification from participation in a particular Contract to debarment, or loss of financial assistance depending on the nature of the violation. All sellers, agents or intermediaries who are solicited for gifts or gratuities by City employees are urged to report these incidents to the Inspector General, Curtis Center, 601 Walnut Street, Suite 300 East, Philadelphia, PA 19106.

b. City Employee Interest in City Contracts. In accordance with Section 10-102 of The Philadelphia Home Rule Charter, no bid shall be accepted from, or Contract awarded to, any City employee or official, or any firm in which a City employee or official has a direct or indirect financial interest. All sellers are required to disclose any current City employees or officials who are employees or officials of the seller’s firm, or who otherwise would have a financial interest in the Contract.

c. Conflict of Interest. Both the State Ethics Act and the City Ethics Code prohibit a public employee from using their public office or any confidential information gained thereby to obtain financial gain for himself/herself a member of their immediate family, or a business with which they or a member of their immediate family is associated. “Use of public office” is avoided by the employee or official publicly disclosing the conflict and disqualifying himself/herself from official action in the matter, as provided in The Philadelphia Code Section 20-608.

27. NORTHERN IRELAND, IRAN OR SUDAN.

Section 17-104(4)(a) and (b) of The Philadelphia Code prohibits the City from accepting bids from companies that do business in Northern Ireland, Iran and Sudan unless, in the instance of Northern Ireland, that business has implemented the fair employment principles embodied in the MacBride Principles or in the instance of Iran or Sudan, there exists a federal override or the business is excluded from disqualification as described in the Sudan Accountability and Divestment Act of 2007. In furtherance of this ordinance, seller makes the following certification and representations:

a. In accordance with Section 17-104 of the Philadelphia Code, seller by submission of its quote certifies and represents that (i) seller (including any parent company, subsidiary, exclusive distributor, or company affiliated with Seller Company) does not have, and will not have at any time during the term of any Contract resulting from this quote (including any extensions thereof), any investments, licenses, franchises, management agreements or operations in Northern Ireland, Iran and Sudan and (ii) no product to be provided to the City under any resulting Contract will originate in Northern Ireland, Iran or Sudan unless, in the instance of Northern Ireland, seller has implemented the fair employment principles embodied in the MacBride Principles or in the instance of Iran or Sudan, there exists a federal override or the seller is excluded from disqualification as described in the Sudan Accountability and Divestment Act of 2007. In addition to any other remedies reserved under this Bid Solicitation and Contract, any false certification by seller is subject to the penalties stated in Section 17-104(c)(.3) which include relinquishment of any Bid Security, termination of the Contract and ineligibility for future quote submissions and contract awards.

28. DISCLOSURES: SLAVERY ERA RECORDS, FEMALE EXECUTIVES and SOLE SOURCE

CONTRACTS.

a. In accordance with Philadelphia Code Section 17-104(2), the successful seller, after award of the Contract, will complete an affidavit certifying and representing that the seller (including any parent company, subsidiary, exclusive distributor or company affiliated with seller) has searched any and all records of the seller or any predecessor business entity regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era. The names of any slaves or slaveholders described in those records must be disclosed in the affidavit.

b. The seller expressly understands and agrees that any false certification or representation in connection with this disclosure and/or any failure to comply with these requirements shall constitute a substantial breach of this Contract entitling the City to all rights and remedies provided in this Contract or otherwise available in law (including, but not limited to, Section 17-104 of The Philadelphia Code) or equity and the Contract will be deemed voidable. In addition, it is understood that false certification or representation is subject to prosecution under Title 18 Pa.C.S.A. Section 4904.

i. In accordance with Philadelphia Code Section 17-104 (3), seller must provide the following information with its quote:

ii. the current percentage of female executive officers in the company and the current percentage of females on the company's executive and full boards;

iii. This information should be submitted with the quote but the City reserves the right to allow seller to submit this information at any time prior to award of a Contract.

c. If this is a Sole Source Contract, seller is subject to the disclosure requirements established under Chapter 17-1400 of The Philadelphia Code.

29. CHAPTER 17-1300 OF THE PHILADELPHIA CODE: PHILADELPHIA 21ST CENTURY MINIMUM

WAGE AND BENEFITS STANDARD.

If the Contractor or any Subcontractor at any tier is an Employer subject to the requirements of Chapter 17-1300, as that term is defined in Section 17-1302 and described in Section 17-1303 of the Code, then, absent a waiver, during the Initial Term and any Renewal Term, in addition to any applicable state and federal requirements, it shall provide and cause any subcontractors at any tier that are also Employers to provide their respective covered Employees with at least the minimum wage standard and minimum benefits standard and notice thereof, as required under applicable law. A summary of the current requirement is as follows:

1) Term of Contract and Effective Date of Minimum Wage Rates.

i. For contracts with a term of one year or less, the rate applicable on the effective date of the contract is the rate for the entire term of the contract.

ii.

For renewals and amendments with a term of one year or less, the rate applicable on the effective date of the renewal or amendment is the rate for work performed during the term of the renewal or amendment and remains the rate throughout the term of the renewal or amendment.

iii. For contracts, renewals and amendments with a term longer than one year, the applicable rate on the effective date of the contract shall apply until the next June 30. On the next July 1, the new rate effective on that July 1 date shall apply during the period from July 1 through the following June 30. Each July 1, the rate may increase.

2) Minimum Wage Rates.

i. Absent a waiver, an Employer subject to Chapter 17-1300 shall pay each Employee an hourly wage, excluding benefits, equal to:

ii. Effective Date starting July 1, 2025, and thereafter, $16.82 multiplied by the CPI Multiplier, provided that the minimum wage shall not be less than the previous year’s minimum wage. The CPI Multiplier is calculated annually by the City’s Director of Finance by dividing the most recently published Consumer Price Index for all Urban Consumers All Items Index for Philadelphia,…