Back-Up_Care_Services_and_Discount_Program_(Addendum_#2_Revision).pdf

CITY OF TUCSON

REQUEST FOR PROPOSAL

250012

BACK-UP CARE SERVICES AND DISCOUNT PROGRAM

Due Date: Wednesday, March 12, 2025

City of Tucson

255 W Alameda St

Tucson, AZ 85701

Procurement portal https://secure.procurenow.com/portal/tucson-az

Public Portal https://secure.procurenow.com/portal/tucson-az/projects/140325

PUBLISH DATE: February 12, 2025 https://secure.procurenow.com/portal/%7Bproject.government.code%7D https://secure.procurenow.com/portal/%7Bproject.government.code%7D/projects/%7Bproject.id%7D https://secure.procurenow.com/portal/%7Bproject.government.code%7D/projects/%7Bproject.id%7D

CITY OF TUCSON REQUEST FOR PROPOSAL NO. 250012

BUSINESS SERVICES DEPARTMENT Page 2 of 35 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Troy Rombough

255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4139

Attachments:

A - Offer and Acceptance E - COT Back-Up Care Q&E and MOA Questionnaire and Pricing Sheet 2025

(250012)-REV 02262025

F - 250012 Business Associate Agreement

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A. NOTICE

A.1. CITY OF TUCSON

NOTICE OF REQUEST FOR PROPOSAL NO 250012

TITLE: Back-Up Care Services and Discount Program

SUBMITTAL DUE DATE: Wednesday, March 12, 2025 AT 2:00 P.M. LOCAL AZ TIME

PRE-SUBMITTAL CONFERENCE DATE: NO VALUE

TIME: NO VALUE LOCAL AZ TIME

LOCATION: NO VALUE

QUESTIONS SHALL BE DIRECTED TO: Troy Rombough

(520) 837-4139 troy.rombough@tucsonaz.gov

Posted Date: Wednesday, February 12, 2025

Competitive sealed offers for the material or service specified in this solicitation must be submitted through the City’s online bidding system. No late submitted offer will be accepted or considered.

Reponses submitted in physical form or by facsimile or email will not be considered. Offerors are cautioned to commence the submittal process sufficiently ahead of time to allow for unanticipated delays resulting from things like a slow internet connection, internet outage, difficulty uploading large documents, differing system requirements, etc.

Questions about this solicitation must be addressed to the responsible Contract Officer listed herein.

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B. INTRODUCTION

B.1. Summary

The City of Tucson currently provides Back-Up Care services and discount program as part of the benefit package for approximately 4,200 employees, since July 1, 2019. The back-up care services are offered for children, adults and seniors, and pets and are available for both unplanned/ emergency or if routine services fall through, to be used only during the employee’s work hours or during work-related travel. The services can be used nationally by a City employee for in-home or out-of-home (at a center/facility). The service also provides for Personal Network Back-Up Care services, which allows employees to receive reimbursement for the use of back-up care providers sourced on their own, which could include a familiar individual (such as a family member or friend), business or service. The program provides up to three (3) days of employer-subsidized back-up care annually per employee.

NO PRE-PROPOSAL CONFERENCE: The City is foregoing a Pre-Proposal conference for this solicitation. Prospective offerors are invited to contact the assigned Contract Officer with any questions, preferably within 5 days prior to the submittal due date. Ordinarily, the purpose of this conference is to clarify the contents of this solicitation in order to prevent any misunderstanding of the City's position. Any doubt as to the requirements of this solicitation or any apparent omission or discrepancy should be presented to the Contract Officer before the submittal due date. The City will then determine the appropriate action necessary, if any, and issue an addendum to the solicitation.

Oral statements or instructions shall not constitute an addendum to this solicitation. Questions should be submitted in the Question and Answer section of this solicitation.

B.2. Contact Information

Troy Rombough Principal Contract Officer Email: troy.rombough@tucsonaz.gov Phone: (520) 837-4139 Department:

Business Services mailto:troy.rombough@tucsonaz.gov tel:(520)837-4139

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C. SCOPE OF WORK

C.1. Scope of Work

The primary responsibility of the Contractor will be the administration of the City of Tucson’s Back-Up Care services, which includes the purchase of a bank of care days for family members (children, adults, seniors, and pets), as part of the benefits package for the City’s approximately 4,200 benefit-eligible employees for a five-year period, effective July 1, 2025.

The services should be available nationwide to employees and family members, during work hours or during work-related travel, when regular or emergency services fall through. The program is intended to provide up to three (3) days of employer-subsidized back-up care annually per eligible employee.

The Contractor shall also provide additional resources, including discounts for services not covered under the standard contract.

The Contractor shall be responsible for all operational aspects of the Contractor’s offered covered services, including without limitation:

• Providing all covered services

• Implementing all operational policies and procedures

• Manage the use of back-up care days for each employee

• Provide outstanding customer service

• Provide a network of in-home and out-of-home care providers

• Accepting and processing registrations

• Satisfying all commitments or obligations resulting from each completed registration

• Accepting, processing, and fulfilling orders for such services

• Establishing all prices for optional, separately-priced services

• Collecting payment, including all taxes or other charges due

• Managing cancellations

• Ensuring that the sale of all services is made in conformance with all applicable Arizona laws

• Provide an online portal to employees to access services

• Provide an online portal to the City to access services information, such as the number of back-up care days remaining in the City’s bank, utilization reports, etc.

• Provide the City access and/or reporting of tracking use and statistics for the Benefits team.

The City intends to purchase a minimum of 100 back-up care days the first year. Additional days will be purchased at the discretion of the City for future years. Additional back-up days require prior City approval.

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Each eligible employee will be allowed up to three (3) back-up care days per plan year (1 day is equivalent to 10 hours), with no black-out days during the plan year. Unused back-up care days will not expire and will roll over each year.

The Contractor shall be able to provide the requested services in-home or out-of-home (at a center/facility):

• In-Home Back-Up Care -- In-home back-up care includes services for children, adults, seniors, and pets, provided by a care provider in the eligible employee’s home. In-Home back-up care may include various responsibilities requested by the eligible employee, including feeding, diapering and clothing, help with homework, playtime (i.e., reading, arts and crafts, etc.) and preparing children or adults/seniors for bedtime. For care of a pet, the standard services apply.

• Out-of-Home Back-Up Care – Out-of-home back-up care includes services for children, adults, seniors, and pets, provided by a licensed care provider in a center (child day care, adult day care, pet boarding/day care). Out-of-home back-up care may include services in a center including feeding, diapering and clothing, playtime (i.e., reading, arts and crafts, etc.) and supervised indoor and outdoor physical activities. For care of a pet at a pet boarding/day care facility, the standard services apply.

• Personal Network Reimbursement – Provide employees freedom to use Personal Network back-up care that allows employees to get reimbursed for back-up care delivered outside of the network

Contractor shall make every effort to assign a provider on the same day (within four (4) hours). For scheduled services, Contractor shall assign a provider within three (3) days.

Eligible employees will have a zero dollar ($0) copay amount for Back-Up Care services provided in the Pricing Sheet.

The Contractor shall provide access to additional resources that will provide discounts and exclusive offers through a members-only discount program. Services include, but are not limited to:

• Childcare, adult/senior care, and pet care discounts

• Tutoring services

• Insurance services

• Wellness services—gym, fitness centers

• Travel—flights, hotels, rental cars

• Computers and phone services

• Legal and financial services

• Home goods and services

• And other services

TECHNOLOGY

• Contractor shall submit data electronically via a secured website.

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• Contractor shall use secure and encrypted SFTP, HTTPS, and VPN methods of data transmission as a means of sending and receiving files between City approved parties.

• As applicable, Contractor shall use secure site using industry standard security protocols and controls to send and receive emails from administrative staff.

• Remote access to information and the tools used to access it are at the discretion of the City’s Chief Information Security Officer (CISO) and Information Security Office (ISO) and their endorsement. Contractor agrees to grant/rescind user access within one (1) day of receipt of notice to grant/rescind access from the designated City benefit liaison(s).

• Contractor, as applicable, shall enable the City’s selected staff members, or third-party contractors, through a reasonably thorough, functional and secure website, adhering to Open Web Application Security Project (OWASP) standards for website security or similar, to perform standard operating procedures such as administrative communication, review and download of data to include ad hoc reporting capabilities.

• In compliance with HIPAA. Please fill out, sign, and submit the attached Business Associate Agreement with your technical proposal.

• Tight security controls which meet all regulatory, compliance, and audit standards.

• Meets Section 508 guidelines set out by Americans with Disabilities Act (ADA) and W3C’s WCAG 2.0 Level AA criteria.

• Follow best practices for valid HTML and CSS markup as defined by the World Wide Web Consortium, Search Engine Optimization as outlined by Google, and other industry standards as appropriate.

• Web-based software as a service (SaaS).

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D. INSTRUCTIONS TO OFFERORS

D.1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION

For purposes of this solicitation and any subsequent contract, the following terms have the meanings set forth below:

City:The City of Tucson, Arizona

Contract:The legal agreement(s) executed between City and the Successful Offeror(s). The Contract will be deemed to include all the conditions and requirements set forth in this solicitation and any Addenda to the solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Offeror as finally negotiated and accepted by the City.

Contractor/Consultant:A Successful Offeror that enters into a Contract with the City.

Contract Representative:The City employee or employees who have been designated to act as the City contact for this solicitation process and who are responsible for monitoring and overseeing the Contractor's performance under the Contract.

Business Services Director:The contracting authority for the City, authorized to sign contracts and addenda thereto on behalf of the City.

May: Indicates something that is not mandatory but permissible.

May not:The indicated party is prohibited from taking the action.

Must: The action or condition is required.

Offer:Any proposal, statement of qualifications, bid, or other submission provided by an Offeror in response to this Solicitation.

Offeror: Each individual or entity that submits an Offer in response to this solicitation.

Successful Offeror: An Offeror who received a Notice of Award or a Notice of Intent to Award from the City.

Will:The indicated party is promising to take the action or abide by the condition.

D.2. PRE-SUBMITTAL MEETING

A Pre-Submittal Meeting will be held at the date and time stated on the cover page of this solicitation, if such a date and time is provided. Attendance at this meeting is not mandatory, but written minutes and/or notes regarding the meeting will NOT be provided, so attendance is encouraged. The purpose of this meeting will be to clarify the contents of this solicitation in order to prevent any misunderstanding of the City's position.

D.3. INQUIRIES

Any questions about this solicitation or the proposed Contract must be presented at the Pre-Submittal Meeting, if there is one (see above), or submitted in writing, via email, or through the online bidding system, to the Contract Officer by the Question Submission Deadline. The email must refer to the solicitation number and the paragraph number of the provision that the question concerns. The Contract

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Officer may respond by email or may, if they deem it appropriate, address the question in a solicitation addendum or response through the question and answer portal in the online bidding system. Offeror may not rely on oral interpretations or clarifications about the solicitation; only questions answered in an email by the Contract Officer, posted through the online bidding system, or posted as a formal solicitation addendum will be binding.

D.4. ADDENDUM OF SOLICITATION

Solicitation Addenda will be posted on the City’s link to the online bidding website. Offeror is responsible for checking the webpage regularly for new solicitation addenda and must acknowledge each addendum to this solicitation in its submittal. Please note that vendors who have registered with the Business Services Department at https://procurement.opengov.com/portal/tucson-az and follow the City of Tucson will receive email notifications of solicitation addenda.

D.5. UNDERSTANDING SCOPE OF WORK

Before submitting an Offer to this solicitation, Offeror must familiarize itself with the Scope of Work, laws, regulations, physical conditions, and other factors affecting the obligations – including the expense and difficulty of fulfilling those obligations – that Offeror will have under the Contract if awarded to Offeror. No adjustment to the financial or other terms of the Contract will be justified by Offeror’s failure to fully understand or appreciate the Contract requirements or other factors affecting Contract performance.

D.6. PREPARATION OF OFFER

A. Form and Organization. If Offer forms are included in this Solicitation, Offeror’s Submittal must be on those forms. Supporting documentation must be arranged in a manner that follows and clearly refers to corresponding sections of the solicitation. Offeror may copy the submittal forms in order to complete them electronically but may not alter or rearrange them or change any paragraph designations.

B. Confidential Information. Any information in its submittal that Offeror wishes to be treated as confidential must be clearly marked “CONFIDENTIAL.”

C. Offer Contents. Offeror’s submittal must contain responses to all sections of this solicitation, any Offer forms provided must be completed and any requested supporting documentation must be attached.

D. Signatures. Offeror must include in their submittal signed copies of the Offer and Acceptance page. Any cover letter accompanying the proposal documents must be signed. Offeror must initial each erasure, interlineation or other modification in the submittal. The person signing and initialing on behalf of Offeror must be a person authorized to legally bind Offeror.

E. Prices. Where a unit price is provided it will govern over any erroneous extension of the price.

F. Time Periods. Periods of time, stated as a number of days, will be calendar days unless specifically stated otherwise.

G. Accuracy. Mistakes in preparation of its submittal confers on Offeror no right to modify or withdraw its submittal after the Submittal Deadline.

https://procurement.opengov.com/portal/tucson-az

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H. Cost of Preparation. The City will not reimburse Offeror for the cost of developing, presenting, submitting or providing any response to this solicitation.

I. Subcontractors. Offeror must, in their submittal, list any subcontractors that it will utilize in the performance of the Contract if they are awarded the Contract and must describe their qualifications in detail.

J. Incomplete Information. Failure to include all requested information may have a negative impact on the evaluation of Offeror’s submittal.

D.7. PAYMENT DISCOUNTS

Payment discount periods shall be computed from the date of receipt of the material/service or correct invoice, whichever is later, to the date City’s payment warrant is mailed. Unless freight and other charges are itemized, any discount provided shall be taken on full amount of invoice. Payment discounts of twenty-one calendar days or more shall be deducted from the proposed price in determining the price points. However, the City shall be entitled to take advantage of any payment discount offered by a vendor provided payment is made within the discount period. The payment discount shall apply to all purchases and to all payment methods.

D.8. TAXES

The City is exempt from federal excise tax, including the federal transportation tax, but is not exempt from any other taxes, including state and local sales and excise taxes.

D.9. EXCEPTIONS TO CONTRACT PROVISIONS

By submitting an offer in response to this solicitation, Offeror is offering to enter into the Contract with the City. If Offeror wishes to modify any Contract terms and conditions, Offeror must, in its Offer, clearly identify the changes it is requesting. No requested modification will be deemed accepted by the City unless and until the City’s Business Services Director or their designee expressly accepts it in writing.

D.10. PUBLIC RECORD

Any documents submitted by Offeror in response to this solicitation will become the property of the City.

Except as set forth below with respect to Confidential Information, the Submittal will be deemed to be a public record available for review by the public after the award notification.

D.11. CONFIDENTIAL INFORMATION

The City is obligated to abide by the Arizona Public Records Law, A.R.S. §§ 39-101 through 39-161. If Offeror believes that any portion of its Offer, specification, protest or correspondence contains information that is confidential and subject to being withheld from disclosure in the event that the City receives a public records request to which the record is responsive, Offeror must, when the record is submitted, provide the Contract Officer written notification of that fact. The records or portions of records that Offeror wishes to be treated as confidential must also be clearly marked “CONFIDENTIAL” on their face. Pricing will not be treated as confidential.

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If the City, after award notification, receives a public-records request the scope of which includes a document submitted by Offeror and marked "CONFIDENTIAL", the Contract Officer will make a written determination regarding whether the document will be provided to the requestor. If the Contract Officer determines that the document should be released, City will notify Offeror in writing. Unless Offeror, within 10 days after the date of that notice, obtains and provides to City an order from a court of competent jurisdiction prohibiting the City from releasing the documents, the City may release the documents without any liability to Offeror.

D.12. WHEN AND HOW TO SUBMIT OFFERS

In order to be considered, Offeror must, no later than the Offer Submittal Deadline, submit its Offer electronically through the City’s online bidding system:

https://procurement.opengov.com/portal/tucson-az

NOTE: THE ENTIRE OFFER MUST BE IN "“SUBMITTED"” STATUS IN THE CITY’S ONLINE

BIDDING SYSTEM IN ORDER TO BE CONSIDERED. RESPONSES THAT HAVE BEEN CREATED

IN THE SYSTEM, BUT THAT ARE NOT IN "“SUBMITTED"” STATUS BY THE OFFER SUBMITTAL

DEADLINE WILL NOT BE CONSIDERED.

D.13. CERTIFICATION OF NONCOLLUSION; CONFLICTS OF INTEREST

Offeror will not communicate, orally or in writing, with any member of the Mayor and Council, or with any City staff outside the Procurement Division of the Business Services Department, regarding this Solicitation. By submitting an Offer, Offeror warrants that:

A. Preparation and submission of the submittal did not involve collusion or other anti-competitive practices.

B. Offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, meal or service to a public servant in connection with this solicitation.

C. No person has been employed or retained to solicit or secure a Contract under this solicitation upon a promise of a commission, percentage, brokerage, or contingent fee.

D. No employee of the City involved in this Solicitation process, or any family member of such an employee, has any substantial financial interest in Offeror’s firm. No member of the City of Tucson Mayor and Council who has, or whose family member has, any substantial financial interest in Offeror’s firm will participate in any action taken by the Mayor and Council with respect to this Contract. The terms “relative” and “substantial interest” have the meanings assigned in A.R.S. § 38-502

The City may disqualify Offeror from further participation in the solicitation process if the City determines that any City employee or official involved in this Solicitation process has an actual or apparent conflict of interest or if Offeror has engaged in any collusion or anti-competitive practices.

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D.14. WITHDRAWAL OF OFFER; BINDING OFFER

By submitting an Offer in response to this Solicitation, Offeror is offering to enter into the Contract with the City. Offeror may withdraw a submitted Offer at any time prior to the Offer Submittal Deadline.

Telephonic or oral withdrawals are not effective.

Offeror cannot withdraw an Offer that is in “submitted” status as of the Offer Submittal Deadline unless the Director of the Business Services Department consents in writing to the withdrawal. The Offer will be irrevocable for 90 days after the Offer Submittal Deadline.

D.15. DISCUSSIONS

The City may, at its discretion, conduct discussions with Offeror for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in Offeror’s submittal in order to clarify the offer and assure full understanding of, and responsiveness to, solicitation requirements.

D.16. VENDOR REGISTRATION; BUSINESS LICENSE

In order to be eligible for award of a Contract, Offeror must:

A. Register with the City’s Business Services Department. Registration can be completed at https://procurement.opengov.com/portal/tucson-az

B. Obtain a City of Tucson Business License or a written determination from the City's Business License Section that a license is not required. For questions contact the City's Business License Section at

(520) 791-4566 or email at license@tucsonaz.gov mailto:license@tucsonaz.gov

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E. OFFER EVALUATION AND CONTRACT AWARD

E.1. PROPOSAL EVALUATION CRITERIA – (listed in relative order of importance)

A. Method of Approach

B. Price Proposal

C. Qualifications and Experience

E.2. INTERVIEWS

The City may interview some or all of the offerors at any point during the evaluation process. If interviews are conducted, information provided during the interview process will be taken into consideration in the evaluation process. The City will not reimburse the Offeror for any costs Offeror incurs during its participation in the interview process.

E.3. ADDITIONAL INVESTIGATIONS

The City may undertake any additional investigations it deems appropriate to evaluate the competence and financial stability of any offeror.

E.4. OTHER INFORMATION

Information that evaluation committee members have about an offeror beyond what is provided in the offeror’s Offer may be taken into consideration during the evaluation process.

E.5. PRICE

A. Tax Offset Policy. If applicable under Section 28-18(6) or Section 28-17(7)(d) of the Tucson Procurement Code, the City will include the amount of all business privilege taxes other than the City’s in evaluating the pricing component of each Offer.

B. Payment Discounts. Any discounts offered by Offeror for payments made within 21 calendar days or more will be deducted from the proposed price in evaluating an offeror’s pricing.

However, the City may take advantage of any early- or timely-payment discounts offered by a vendor. Any proposed payment discount will apply to all purchases and to all payment methods

E.6. CITY’S RIGHT TO WAIVE DEFECTS OR REJECT OFFERS

Notwithstanding any other provision of this solicitation, the City may:

A. Waive any immaterial defect or informality; or

B. Reject any or all submittals, or portions thereof; or

C. Reissue the solicitation.

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E.7. CONTRACT NEGOTIATIONS

At the City’s discretion, it may negotiate with one or more responsible offerors to agree upon the final conditions, terms and price of the Contract. In doing so, the City will treat offerors fairly and will not disclose to any offeror information from responses submitted by other offerors. Exclusive or concurrent negotiations do not constitute a contract award and do not confer any rights to the offerors participating in such negotiations. In the event the City deems that negotiations are not progressing, the City may formally terminate these negotiations and may enter into concurrent or exclusive negotiations with the next most qualified firm(s).

E.8. AWARD OF CONTRACT

A Contract is created when, and only when, it is formally awarded, which occurs when the Business Services Director and the City Attorney sign the Offer and Acceptance page of the Successful Offeror’s submittal. When a Contract is awarded, the City will send the Contractor a Notice of Award.

The City may first issue a Notice of Intent to Award to the Successful Offeror(s). Offeror, if it receives a Notice of Intent to Award from the City, must sign and file with the City, within ten (10) days after receipt of the Notice, all documents necessary for execution of the Contract. A Notice of Intent to Award does not create a contract. Only a subsequent formal award, as described above, creates a Contract.

E.9. MULTIPLE AWARDS

The City, at its sole discretion, may award multiple Contracts.

E.10. SUBMITTAL RESULTS

After the City issues a Notice of Award, the City will post the name(s) of the Successful Offeror(s) on the Business Services Department’s Internet site at https://procurement.opengov.com/portalucson-az/contracts

E.11. PROTESTS

Any interested party, may, in accordance with Article IX of the Tucson Procurement Code, protest either this solicitation or the award of a Contract under this solicitation. A protest based on alleged improprieties in this solicitation must be filed no later than five (5) working days before the Proposal Submittal Deadline. A protest of a proposed or actual award must be filed no later than ten (10) calendar days after the City issues a Notice of Intent to Award or, if no Notice of Intent to Award is issued, after the City issues a Notice of Award.

A protest must be made in writing and filed with the Contract Officer. It must include:

A. The name, address, and telephone number of the protestant;

B. The signature of the protestant or its representative;

C. The solicitation or Contract number;

D. A detailed statement of the legal and factual grounds for the protest along with copies of all relevant documents; and https://procurement.opengov.com/portalucson-az/contracts https://procurement.opengov.com/portalucson-az/contracts

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E. The form of relief requested.

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F. EVALUATION PHASES

No. Evaluation Criteria Scoring Method Weight (Points)

1. Method of Approach Please respond to questions in the attached "COT Back-Up Care Q&E and MOA Questionnaire and Pricing Sheet"

N/A N/A

2. Price Proposal Please respond to questions in the attached "COT Back-Up Care Q&E and MOA Questionnaire and Pricing Sheet"

N/A N/A

3. Qualifications and Experience Please respond to questions in the attached "COT Back-Up Care Q&E and MOA Questionnaire and Pricing Sheet"

N/A N/A

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G. SPECIAL TERMS AND CONDITIONS

G.1. COOPERATIVE PURCHASING

Contractor will, when requested, provide goods and services at the same prices and under the same terms and conditions as set forth in this Contract to any public or nonprofit agency that, at the time of request, has a Cooperative Purchasing Agreement with the City or participates in the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See http://www.tucsonprocurement.com/coop_partners.aspx and click on “Cooperatives” for a list of agencies that have Cooperative Purchasing Agreements with the City; see http://www.mesaaz.gov/home/showdocument?id=23638 for a list of agencies participating in SAVE.

These lists are subject to change. Contractor may, however, charge an agency that is outside the Tucson Metropolitan Area for additional out-of-pocket expenses that will be incurred by Contractor in providing goods and services to the agency (i.e., freight charges, travel related expenses, etc.).

Each participating agency that orders goods or services under this Contract as provided above is solely responsible for paying Contractor for those goods and services. The City is not responsible for any disputes arising out of transactions made by others.

G.2. LIVING WAGE REQUIREMENTS

Contractor will comply with all applicable provisions of the City’s Living Wage Ordinance (Article XIV of the Tucson Procurement Code). Contractor will, upon request, affirm in writing that Contractor is in compliance and will provide City with information and documentation demonstrating that compliance.

The City’s Living Wage ordinance can be found at the following link:

https://codelibrary.amlegal.com/codes/tucson/latest/tucson_az/0-0-0-21930 The Living Wage rates for the current calendar year can be found at the following link: https://www.tucsonaz.gov/Departments/Business-Services-Department/Procurement/Living- Wage

G.3. PRICE ADJUSTMENT

At least 90 days before the date that the Contract is eligible for extension, Contractor may submit to the Contract Officer a request for price adjustments based on documented increased Contractor costs and the City may, at its discretion, make price adjustments, which will apply during the extension term.

G.4. TERM AND RENEWAL

The term of the Contract will commence when awarded to Contractor and remain in effect for a period of one (1) year, unless terminated, canceled or extended as otherwise provided herein. The City may, at its sole option, extend the Contract's term for up to four (4) additional one-year periods or portions thereof.

http://www.tucsonprocurement.com/coop_partners.aspx http://www.mesaaz.gov/home/showdocument?id=23638 https://codelibrary.amlegal.com/codes/tucson/latest/tucson_az/0-0-0-21930 https://www.tucsonaz.gov/Departments/Business-Services-Department/Procurement/Living-Wage https://www.tucsonaz.gov/Departments/Business-Services-Department/Procurement/Living-Wage

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G.5. KEY PERSONNEL

It is essential that the Contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor must agree to assign specific individuals to the key positions.

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

If key personnel are not available for work under this Contract for a continuous period exceeding thirty calendar days, or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the City, and shall, subject to the concurrence of the City, replace such personnel with personnel of substantially equal ability and qualifications.

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H. INSURANCE REQUIREMENTS

H.1. Required Insurance Policies

Contractor will obtain and maintain during the entire term of this Contract and for 2 years after the Contract term ends, the following insurance coverage from insurers that have an “A.M. Best” rating of not less than A-VII:

H.2. Commercial General Liability

Policy must include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability with coverage limits no lower than:

A. Each Occurrence: $1,000,000

B. General Aggregate: $2,000,000

C. Products & Completed Operations Aggregate: $2,000,000

D. Personal and Advertising Injury: $1,000,000

E. Blanket Contractual Liability: $1,000,000

H.3. Commercial Automobile Liability

Policy must include bodily injury and property damage, for any owned, hired, and/or non-owned vehicles used in performance of work under this Contract, with a Combined Single Limit no lower than $1,000,000.

H.4. Worker's Compensation

Policy must have coverage limits no lower than:

A. Per Occurrence: Statutory

B. Employer's Liability: $1,000,000

C. Disease Each Employee: $1,000,000

D. Disease Policy Limit: $1,000,000

E. [If Contractor is a Sole Proprietor, include this waiver provision under A.R.S. § 23-961(M). To determine whether the Contractor is a Sole Proprietor, please request the Sole Proprietor/Independent Contractor form from the Contract Officer listed in the solicitation.] I am a sole proprietor, and I am doing business as [name of sole proprietor business]. I am performing work as an independent contractor for the City of Tucson. I am not the employee of the City of Tucson for workers' compensation purposes, and, therefore, I am not entitled to workers' compensation benefits from the City. I understand that if I have any employees working for me, I must maintain workers' compensation insurance on them.

BUSINESS SERVICES DEPARTMENT Page 20 of 35

H.5. Professional Liability (Errors & Omissions)

Policy must have coverage limits no lower than:

A. Each Claim: $1,000,000

B. Annual Aggregate: $2,000,000

H.6. Professional Liability - Technology Errors & Omissions

Policy must have coverage limits no lower than:

A. Each Claim: $1,000,000

B. General Aggregate: $2,000,000

H.7. Network Security (Cyber) and Privacy Liability

Policy must have coverage limits no lower than:

A. Each Claim: $1,000,000

B. Annual Aggregate: $2,000,000

Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include loss of use, breach notification costs, credit remediation and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

H.8. Policy Change Notice

Contractor will give the City 30 days advance written notice before any of the above policies are changed in any manner that is inconsistent with the requirements of this Contract. The notice must be sent directly to the Procurement Division of the Business Services Department.

H.9. Additional Insured

The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the City as an additional insured with respect to liability arising out of the performance of this contract. The City must be covered to the full policy limits, even if those limits of

BUSINESS SERVICES DEPARTMENT Page 21 of 35 liability are in excess of those required by this Contract. The coverage must be primary and any insurance carried by City is excess and not contributing.

H.10. Claims-Made Coverage

If any or part of the required insurance is written on a claims-made basis, any policy retroactive date must precede the date of the contract and the Contractor must maintain such coverage for a period not less than three (3) years following contract expiration, termination or cancellation.

H.11. Additional Requirements

Each insurance policy required by this Contract, excluding Professional Liability (Errors & Omissions), must include or be endorsed to include to provide the following:

A. A waiver of subrogation endorsement in favor of the City, for losses arising from work performed by or on behalf of the Contractor (Including Worker’s Compensation).

B. The policy is primary and any insurance carried by the City is excess and not contributing.

C. The coverage provided by the policy is not limited to the liability assumed under the indemnification provisions of this Contract.

D. The insurer will provide written notice to the City at least ten (10) calendar days before the policy is terminated or cancelled or the coverage is reduced.

H.12. Verification of Coverage

A. Contractor will give the City certificates of insurance (ACORD form or equivalent approved by the City), signed by an authorized representative of the insurer, showing that the Contractor has all the insurance required by this Contract.

B. Contractor must deliver the certificates directly to the Procurement Division of the City’s Business Services Department before the Contractor commences work under this Contract.

C. The certificates must contain the City project/contract number and project description.

D. The City reserves the right to require complete copies of all insurance policies required by this Contract at any time.

H.13. Subcontractors

Contractors’ insurance certificate(s) must include all subcontractors as insureds under its policies or Contractor must give the City separate certificates and endorsements for each subcontractor showing that each subcontractor has the insurance coverage described above.

H.14. Public Entities

If Contractor or any sub-contractor is a public entity that self-insures as permitted by law, then the insurance requirements in this Section 8 will not apply to that entity and that entity must instead provide a Certificate of Self- Insurance.

BUSINESS SERVICES DEPARTMENT Page 22 of 35

H.15. Sufficiency of Coverage

The City in no way warrants that the required minimum insurer rating in this Contract is sufficient to protect the Contractor from potential insurer insolvency, nor that the required liability limits are sufficient to protect Contractor.

BUSINESS SERVICES DEPARTMENT Page 23 of 35

I. STANDARD TERMS AND CONDITIONS

I.1. ADVERTISING

Contractor will not advertise or publish information concerning this Contract without prior written consent of the City’s Business Services Director.

I.2. COMPLIANCE WITH LAWS

The parties will comply with all federal, state and local laws, rules, regulations, standards and Executive Orders including, without limitation, the following:

A. Americans with Disabilities Act. Contractor will comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101 -- 12213) and applicable Federal regulations under the Act, including 28 CFR Parts 35 and 36.

B. Workers’ Rights Laws. Contractor will comply with all applicable provisions of Federal and State Child Labor and Workers’ Rights laws and agrees if called upon to affirm in writing that they and any subcontractors working under this Contract are in compliance.

C. Affirmative Action. Contractor will comply with Chapter 28, Article XII of the Tucson City Code Chapter 28.

I.3. GOVERNING LAW AND VENUE

This Contract is governed by the laws of the State of Arizona and the City and Contractor will have all remedies afforded to each by the Tucson Procurement Code and the laws of the State of Arizona. Any lawsuits regarding this Contract must be brought in a court of competent jurisdiction in Pima County, Arizona.

I.4. ARBITRATION

Notwithstanding any other provision in this Contract, no agreement by the City to arbitrate a dispute is binding unless given expressly and in writing after execution of this Contract. However, if both parties agree, disputes may be resolved through arbitration following the process in A.R.S. § 12-1501, et seq.

Contractor must continue to perform under this Contract without interruption, notwithstanding the provisions of this section.

I.5. ASSIGNMENT

Contractor may not assign its rights or obligations under this Contract without the prior written permission of the City's Business Services Director. The City will not unreasonably withhold approval for a requested assignment.

I.6. SUBCONTRACTS

Contractor may not enter into any subcontracts for work under this Contract without the advance written approval of the City's Business Services Director. All subcontracts will incorporate all the terms and

BUSINESS SERVICES DEPARTMENT Page 24 of 35 conditions of this Contract. Contractor is responsible for contract compliance and quality of work of any subcontractors used.

I.7. PROTECTION OF CITY PROPERTY

If this Contract requires Contractor to perform any work on City-owned property, Contractor will use reasonable care to avoid damaging existing buildings, equipment, and vegetation (such as trees, shrubs, and grass) on the property. Contractor will replace or repair any damage caused by Contractor or any employee, agent, or subcontractor of Contractor, at no expense to the City. If Contractor fails or refuses to make such repair or replacement, the City will estimate the cost of repair and, upon receiving an invoice from the City for that estimated cost, Contractor will pay the City the invoiced amount. City may, at its discretion, instead deduct the amount from any payments due Contractor under this or any other City contract.

Contractor will, during the course of its work on City property, keep the work area, including any storage areas used by the Contractor, free from accumulation of waste material or rubbish. Upon completion of the work, Contractor will leave the work area in a clean and neat condition, free of any debris, and will remove any non-City-owned materials or equipment or other personal property that it has caused to be located on the City property.

I.8. COMMENCEMENT OF WORK

Contractor will not commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order or is otherwise directed to do so, in writing, by the City.

I.9. CONFIDENTIALITY OF RECORDS

Contractor will establish and maintain procedures to ensure that no information contained in its records or obtained from the City or from others in carrying out its functions under this Contract is used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform its duties under the Contract, and will take appropriate measures to protect any personal identifying information of any individuals.

I.10. CONTRACT ADDENDA; ADDITIONAL WORK

This Contract may only be amended by a written agreement signed by the parties. The City’s Business Services Director or their designee may, on behalf of the City (1) approve and execute any addenda, change orders, or supplemental written agreements; and (2) grant time extensions or contract renewals. Except in the case of a documented emergency, Contractor will not perform any work under this Contract that exceeds the scope of work or contract amount unless a formal addendum or change order has first been approved and executed by the City.

I.11. ENTIRE CONTRACT; INTERPRETATION

This Contract, which includes all the conditions and requirements set forth in the Solicitation and all addenda to the Solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Contractor as finally negotiated and accepted by the City, BUSINESS SERVICES DEPARTMENT Page 25 of 35 constitutes the entire agreement of the parties regarding the services described in the Scope of Work and will prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form.

No course of prior dealings between the parties and no usage of the trade will be deemed to supplement or explain any term used in the Contract.

I.12. SEVERABILITY

The provisions of this Contract are severable. If any provision or application of a provision of this Contract is held to be invalid, that will not affect the validity of any other provision or application of a provision that can remain meaningfully effective without the invalidated provision or application.

I.13. DUPLEXED/RECYCLED PAPER

Whenever practicable, all printed materials produced by Contractor in the performance of this Contract will be duplexed (two-sided copies), printed on recycled paper, and labeled as such.

I.14. NON-DISCRIMINATION

Contractor will comply with all provisions and requirements of Arizona Executive Order 2009-09, which is hereby incorporated into this Contract, including flow-down of all provisions and requirements to any subcontractors. During the term of this Contract, Contractor will not discriminate against any employee, client, or any other individual in any way because of race, color, religion, ancestry, sex, age, disability, national origin, sexual orientation, gender identity, familial status, and/or marital status.

I.15. DELIVERABLES PROPERTY OF CITY; NO LIENS

All services, information, computer program elements, reports and other deliverables created under this Contract are the sole property of the City and may not be used or released by Contractor except with the City’s prior written permission.

All deliverables supplied to the City under this Contract will be free of all liens and encumbrances.

I.16. FEDERAL IMMIGRATION LAWS AND REGULATIONS

Contractor warrants and will require each subcontractor performing work on this Contract to warrant that it will comply with all federal immigration laws and regulations that relate to its employees and with the requirements of A.R.S. § 23-214(A). A breach of this warranty will be deemed a material breach of this Contract that is subject to penalties up to and including termination of this Contract. City may inspect the records of any employee of Contractor or any subcontractor performing work on this Contract to monitor Contractor’s and its subcontractors’ compliance with this warranty.

I.17. FORCE MAJEURE

Except for payment of sums due, neither party will be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of Force Majeure. The term "Force Majeure" means an occurrence that is beyond the control of the

BUSINESS SERVICES DEPARTMENT Page 26 of 35 party affected and occurs without its fault or negligence. Force Majeure does not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence.

If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party must notify the other party in writing of the delay as soon as practical, including when the delay commenced and its cause. The notice must make a specific reference to this article to fall within its protection. The delayed party must resume performance as soon as practicable and must notify the other party in writing when it has done so. The parties will modify the Contract to agree upon the period of time by which the excused delay extends any completion dates.

I.18. GRATUITIES

The City may, by written notice to the Contractor, terminate this Contract if it finds that gratuities, in the form of entertainment, gifts, meals or otherwise, were offered or given by Contractor or any agent or representative of Contractor, to any officer or employee of the City to influence the award of this Contract or any determinations with respect to the performance of this Contract. In the event this Contract is terminated by the City pursuant to this provision, the City will be entitled, in addition to any other rights and remedies, to recover or withhold from Contractor the amount of the gratuity.

I.19. CONFLICTS OF INTEREST

The City may terminate this Contract without penalty or further obligation pursuant to A.R.S. § 38-511 if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the City is or becomes, at any time while the Contract or any extension of the Contract is in effect, an employee of, or a contractor to, Contractor with respect to the subject matter of this Contract. Termination will be effective when written notice from the City's Business Services Director is received by Contractor, unless the notice specifies a later time.

I.20. INDEMNIFICATION

To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnify, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability,…