Court_Foreign_Language_Interpretation_and_Translation_Services.pdf

REQUEST FOR QUALIFICATION

PMC RFQu-25-001

COURT FOREIGN LANGUAGE INTERPRETATION AND

TRANSLATION SERVICES

CITY OF PHOENIX

PHOENIX MUNICIPAL COURT

300 W. WASHINGTON ST

PHOENIX, AZ

85003

RELEASE DATE: July 1, 2025

DEADLINE FOR QUESTIONS: undefined

RESPONSE DEADLINE: June 30, 2030, 5:00 pm

City of Phoenix

REQUEST FOR QUALIFICATION

PMC RFQu-25-001

Court Foreign Language Interpretation and Translation Services

1. INTRODUCTION

2. INSTRUCTIONS

3. SCOPE OF WORK

4. EVALUATION PROCESS

5. STANDARD TERMS AND CONDITIONS

6. SPECIAL TERMS AND CONDITIONS

7. DEFENSE AND INDEMNIFICATION

8. INSURANCE REQUIREMENTS

9. SUBMITTALS

10. PRICING PROPOSAL

Attachments:

A - Fee Schedule - PMC RFQu-25-001

B - AO 2016-02 - Credentialing for Court Interpreters

C - ACJA 7-301 - Continuing Education Requirements for Credentialed Court Interpreters

D - AO 2015-98 - Arizona Court Interpreter Code of Conduct

E - PMC Contract Court Interpreter Application

Request For Qualification #PMC RFQu-25-001 Title: Court Foreign Language Interpretation and Translation Services

1. Introduction

1.1. Contact Information

Cristina Parra

Phoenix Municipal Court

Email: cristina.parra@phoenix.gov

Phone: (602) 228-1269

1.2. Schedule of Events

The City reserves the right to change dates, times, and locations, as necessary. The City does not always hold a Pre-Offer Conference or Site Visit. All times in the Schedule of Events are

Local Phoenix, AZ Time.

To request a reasonable accommodation or alternative format for any public meeting, please contact the Procurement Officer (Monica Zavalza) at (602) 495-2435/Voice or 711/TTY, or monica.zavalza@phoenix.gov, no later than two (2) weeks prior to the meeting.

Solicitation Issue Date: July 1, 2025

Offer Due Date: June 30, 2030, 5:00pm

2. Instructions, Certifications, Licenses, Qualifications

2.1. Preparation of Offer

All forms provided must be completed and submitted with the Offer. The signed and completed

Conflict of Interest and Transparency form must be included or your Offer may be deemed non-responsive.

It is permissible to copy Submittal forms if necessary. Erasures, interlineations, or other modifications of the Offer must be initialed in original ink by the authorized person signing the

Offer. No offer will be altered, amended or withdrawn after the specified offer due date and time.

The City is not responsible for Offeror’s errors or omissions.

All time periods stated as a number of days will be calendar days.

It is the responsibility of all Offerors to examine the entire solicitation and seek clarification of any requirement that may not be clear and to check all responses for accuracy before submitting an offer. Negligence in preparing an offer confers no right of withdrawal after due date and time. Offerors are strongly encouraged to:

A. Consider applicable laws and/or economic conditions that may affect cost, progress, performance, or furnishing of the services.

B. Study and carefully correlate Offeror’s knowledge and observations with the solicitation and other related data.

C. Promptly notify the City of all conflicts, errors, ambiguities, or discrepancies that Offeror has discovered in or between the solicitation and other related documents.

D. The City does not reimburse the cost of developing, presenting or providing any response to this solicitation. Offers submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner. The Offeror is responsible for all costs incurred in responding to this solicitation. All materials and documents submitted in response to this solicitation become the property of the City and will not be returned.

E. Offerors are reminded that the specifications stated in the solicitation are the minimum level required and that offers submitted must be for products or services that meet or exceed the minimum level of all features specifically listed in this solicitation. Offers offering less than any minimum specifications or criteria specified are not responsive and should not be submitted.

F. Offer responses submitted for products considered by the seller to be acceptable alternates to the brand names or manufacturer’s catalog references specified herein must be submitted with technical literature and/or detailed product brochures for the

City’s use to evaluate the products offered. Offers submitted without this product information may be considered as non-responsive and rejected. The City will be the sole judge as to the acceptability of alternate products offered.

2.2. Obtaining a Copy of the Solicitation and Addenda

Interested Offerors may download the complete solicitation and addenda from the City's

Procurement Portal: https://procurement.opengov.com/portal/phoenix/projects/174424. Any interested Offerors without internet access may obtain this solicitation by picking up a copy during regular business hours at the Phoenix Municipal Court, 300 W Washington Street, 9th

Floor, Phoenix, AZ. It is the Offeror’s responsibility to check the City's Procurement Portal, read the entire solicitation, and verify all required information is submitted with their Offer.

2.3. Exceptions

Offeror must not take any exceptions to any terms, conditions or material requirements of this solicitation. Offers submitted with exceptions may be deemed non-responsive and disqualified from further consideration in the City’s sole discretion. Offerors must conform to all the requirements specified in the solicitation.

2.4. Inquiries

All questions that arise relating to this solicitation should be directed to Cristina Parra in the

Office of the Court Interpreter (the "OCI") at the Phoenix Municipal Court.

Cristina Parra

Court Supervisor, Office of the Court Interpreter

Email: cristina.parra@phoenix.gov

Phone: 602-261-8157

2.5. Licenses

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

2.6. Certifications

By signature in the Offer section of the Offer and Acceptance page(s), Offeror certifies:

• The submission of the Offer did not involve collusion or other anti-competitive practices.

• The Offeror must not discriminate against any employee, or applicant for employment in violation of Federal or State Law.

• The 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, or service to a public servant in connection with the submitted Offer.

2.7. Submission of Offer

The OCI is responsible for establishing a Contract Court Interpreter (“CCI”) list based on minimum required qualifications. Once established, the CCI list will be in effect and the RFQu will be open for offerors to submit responses on an ongoing basis unless rescinded, in the sole discretion of the OCI.

https://procurement.opengov.com/portal/phoenix/projects/174424

Offerors should submit a completed copy of the Phoenix Municipal Court’s official Contract

Court Interpreter Application form (a copy of which appears as “Attachment E” to this RFQu).

The Court may revise this application form at any time while this RFQu remains open, or otherwise, in the Court’s sole discretion.

The required Contract Court Interpreter Application form shall be submitted to the Phoenix

Municipal Court Management Services Division. The OCI will evaluate completed applications and establish and amend the RFQu List as appropriate. Application forms can be mailed or submitted in person, Monday through Friday, excluding holidays, between 8:30 am to 4:30 pm to:

Phoenix Municipal Court c/o Management Services Division - 9th Floor

300 West Washington Street

Phoenix, AZ 85003-2103

The City may confirm any information provided in the Offeror’s submittal.

Please DO NOT submit links to Google Docs, Dropbox Paper, or similar services. Your offer will be deemed non-responsive if your offer is supplied utilizing these services.

2.8. Determining Responsiveness and Responsibility Review

Offers will be reviewed for documentation of any required minimum qualifications, and completeness and compliance with the solicitation requirements. The City reserves sole discretion to determine responsiveness and responsibility.

Responsiveness: Nonresponsive Offers will not be considered in the evaluation process. The solicitation states criteria that determine responsiveness, and the solicitation includes terms and conditions that if included or excluded from Offers will render an Offer nonresponsive.

Responsibility: To obtain true economy, the City must conduct solicitations to minimize the possibility of a subsequent default by the Offeror, late deliveries, or other unsatisfactory performance that may result in additional administrative costs. It is important that the Offeror be a responsible Offeror. Responsibility includes the Offeror’s integrity, skill, capacity, experience, and facilities for conducting the work to be performed.

2.9. Right to Disqualify

The City reserves the right to disqualify any Offeror who fails to provide information or data requested or who provides materially inaccurate or misleading information or data. The City further reserves the right to disqualify any Offeror on the basis of any real or apparent conflict of interest that is disclosed by the offer submitted or any other data or information available to the

City. This disqualification is at the sole discretion of the City.

By submission of a solicitation response, the Offeror waives any right to object now or at any future time, before any agency or body including, but not limited to, the City Council of the City or any court as to the exercise by the City of such right to disqualify or as to any disqualification by reason of real or apparent conflict of interest determined by the City. The City reserves the right to replace a disqualified Offeror.

2.10. Offer Results

Offers and other information received in response to the solicitation will be shown only to authorized City personnel having a legitimate interest in them or persons assisting the City in the evaluation.

2.11. Pre-Award Qualifications

To promote high-quality interpreter services, the Phoenix Municipal Court adheres to the governing policies and standards specified by Arizona Supreme Court Administrative Order

2016-02, Credentialing for Court Interpreters, as well as any amendments thereto or supplemental orders or guidelines issued by the Supreme Court in connection with the Arizona

Court Interpreter Credentialing Program. Accordingly, pursuant to Administrative Order 2016-02, appointment preference will be given to credentialed contract interpreters and to agencies who agree to provide credentialed interpreters when available. In addition to the foregoing, the Office of the Court Interpreter ("OCI") of the Phoenix Municipal Court will be responsible for assessing the qualifications of each contract interpreter. See “Attachment B” Arizona Supreme Court

Administrative Order 2016-02, Credentialing for Court Interpreters.

Interpreters for the hearing impaired - The qualifications of interpreters for the hearing impaired are determined by the OCI upon certifications approved by the Arizona Commission for the Deaf and the Hard of Hearing, as provided in A.R.S. Section 12-242.

2.12. Certificates of Insurance

Upon notification of a recommended award, the Offeror will have fourteen (14) calendar days to submit a complete certificate of insurance in the minimum amounts and the coverages as required in the Insurance Requirements of this solicitation. Insurance requirements are non-negotiable.

2.13. Award of Contract

The Office of the Court Interpreter ("OCI") is responsible for establishing a Contract Court

Interpreter (“CCI”) list based on minimum required qualifications. Once established and in the sole discretion of the OCI, the CCI list will be in effect and the RFQu will be open for offerors to submit responses on an ongoing basis until rescinded. The placing of an offeror on the CCI list does not establish a contract between the offeror and the City. Further, the City is not obligated to accept any submittal or to negotiate with any Offeror. The City reserves the right to accept submittals which are deemed most favorable and in the best interests of the City, to reject any or all submittals, and to be the sole judge of the best offerors suited for the City.

The City will draft all final contracts and associated documents resulting from this RFQu and the

City reserves the right to award a contract to offerors on the CCI list by individual line items, by group, all or none, or any other combination most advantageous to the City. Further, the City reserves the right to award multiple contracts.

Unless otherwise indicated, award(s) will be made to responsive, responsible Offeror(s) who are regularly established in the service, or providing the goods, contained in this solicitation and who have demonstrated the ability to perform in an acceptable manner.

A. Factors that may be considered by the City include:

1. Technical capability of the Offeror to accomplish the scope of work required in the

Solicitation. This may include performance history on past and current government or industrial contracts;

2. Demonstrated availability of the necessary manpower (both supervisory and operational personnel) and necessary equipment to accomplish the scope of work in the Solicitation;

3. Safety record; and,

4. Offeror history of complaints and termination for convenience or cause.

B. Notwithstanding any other provision of this solicitation, the City reserves the right to: (1) waive any immaterial defect or informality; (2) reject any or all offers or portions thereof;

(3) reissue a solicitation or RFQu; (4) procure any service by any other means; (5) request additional information and data from any or all offerors; or (6) negotiate with any qualified offeror.

C. A response to this solicitation is an offer to contract with the City based upon the terms, conditions, and specifications contained, herein. A contract has its inception in the award, manifested through a formal signing of a separate contract--the City of Phoenix, Arizona Contract Form Court Interpreting and Translation Services. As a result, the terms, conditions and specifications of this RFQu, in any addendum or contract amendment, and in the separate contract titled "The City of Phoenix, Arizona Contract

Form Court Interpreting and Translation Services" will comprise the Contract between an offeror and the City, upon execution by all parties. Additionally, offers do not become contracts until they are executed by the Department Director, or the Director's designee.

D. The language contained in this RFQu, the Offeror's Contract Court Interpreter

Application form(s) and the City of Phoenix, Arizona Contract Form Court Interpreting and Translation Services executed by the relevant and respective parties will form any resulting contract between the City of Phoenix and Offeror (the would be

“Contractor”). HOWEVER, THIS RFQu, BY ITSELF, DOES NOT COMMIT THE CITY

TO: (A) ENTER INTO A CONTRACT WITH ANY OFFEROR; (B) PAY ANY COSTS

INCURRED BY ANYONE IN THE PREPARATION OF A SUBMITTAL TO THIS

REQUEST, OR IN SUBSEQUENT NEGOTIATIONS; (C) PROCURE A CONTRACT

FOR THE SERVICES, HEREIN.

2.14. Solicitation Transparency Policy

Commencing on the date and time a solicitation is published, potential or actual Offerors or respondents (including their representatives) shall only discuss matters associated with the solicitation with the Mayor, any members of City Council, the City Manager, any Deputy City

Manager, or any department director directly associated with the solicitation (including in each case their assigned staff, except for the designated Procurement Officer) at a public meeting, posted under Arizona Statutes, until the resulting contract(s) are awarded to all offers or responses are rejected and the solicitation is cancelled without any announcement by the

Procurement Officer of the City’s intent to reissue the same or similar solicitation.

As long as the solicitation is not discussed, Offerors may continue to conduct business with the

City and discuss business that is unrelated to the solicitation with the City staff. Offerors may not discuss the solicitation with any City employees or evaluation panel members.

Offerors may discuss their proposal or the solicitation with the Mayor or one or more members of the Phoenix City Council, provided such meetings are scheduled through the Procurement

Officer, and are posted as open meetings with the City Clerk at least 24 hours prior to the scheduled meetings. The City Clerk will be responsible for posting the meetings. The posted notice shall identify the participants and the subject matter, as well as invite the public to participate.

With respect to the selection of the successful Offerors, the City Manager and/or City Manager's

Office will continue the past practice of exerting no undue influence on the process. In all solicitations of bids and proposals, any direction on the selection from the City Manager and/or

City Manager's Office and Department Head (or representative) to the proposal review panel or selecting authority must be provided in writing to all prospective Offerors.

This policy is intended to create a level playing field for all Offerors, assure that contracts are awarded in public, and protect the integrity of the selection process. OFFERORS THAT

VIOLATE THIS POLICY SHALL BE DISQUALIFIED. After official Notice is received by the City for disqualification, the Offeror may follow the Protest process, unless the Solicitation is cancelled without notice of intent to re-issue.

“To discuss” means any contact by the Offeror, regardless of whether the City responds to the contact. Offerors that violate this policy will be disqualified until the resulting contract(s) are awarded, or all offers or responses are rejected and the solicitation is cancelled without any announcement by the Procurement Officer of the City’s intent to reissue the same or a similar solicitation. The City interprets the policy as continuing through a cancellation of a solicitation until Council award of the contract, as long as the City cancels with a statement that the City will rebid the solicitation.

2.15. Protest Process

Any unsuccessful Offeror may file a protest no later than seven (7) calendar days after a notification that a Contract Court Interpreter Application has been rejected. All protests must be in writing, filed with the Office of the Court Interpreter ("OCI") and include the following:

• Identification of the RFQu or other solicitation number;

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

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

• The form of relief requested; and

• The signature of the protester or its authorized representative.

The OCI will render a written decision within fourteen (14) calendar days after the protest is filed.

2.16. Applicable Law

Any and all disputes arising from any contract, or from this RFQu, shall be governed according to the laws of the State of Arizona, and the Offeror in submitting an RFQu response agrees that the venue for any such action shall be in the State of Arizona, Maricopa County.

2.17. Public Record

All Offers submitted in response to this solicitation will become the property of the City and become a matter of public record available for review pursuant to Arizona State law. If an

Offeror believes that a specific section of its Offer response is confidential, the Offeror will isolate the pages marked confidential in a specific and clearly labeled section of its Offer response. An Offeror may request specific information contained within its Offer is treated by the

Procurement Officer as confidential provided the Offeror clearly labels the information

“confidential.” To the extent necessary for the evaluation process, information marked as

“confidential” will not be treated as confidential. Once the procurement file becomes available for public inspection, the Procurement Officer will not make any information identified by the

Offerors as “confidential” available to the public unless necessary to support the evaluation process or if specifically requested in accordance with applicable public records law. When a public records request for such information is received, the Procurement Officer will notify the

Offeror in writing of any request to view any portion of its Offer marked “confidential.” The

Offeror will have the time set forth in the notice to obtain a court order enjoining such disclosure.

If the Offeror does not provide the Procurement Officer with a court order enjoining release of the information during the designated time, the Procurement Officer will make the information requested available for inspection.

2.18. Right to Disqualify

The City reserves the right to disqualify any Offeror who fails to provide information or data requested or who provides materially inaccurate or misleading information or data. The City further reserves the right to disqualify any Offeror on the basis of any real or apparent conflict of interest that is disclosed by the Offer submitted or any other data or information available to the

City. This disqualification is at the sole discretion of the City. By submission of a solicitation response, the Offeror waives any right to object now or at any future time, before any agency or body including, but not limited to, the City Council of the City or any court as to the exercise by the City of such right to disqualify or as to any disqualification by reason of real or apparent conflict of interest determined by the City. The City reserves the right to replace the disqualified

Offeror.

3. Scope of Work; Compensation; Ethics, Image Policy, Continuing Education

The parties agree that should Offeror be selected to contract with the City, and should Offeror and the City sign the document titled “Contract Form Court Interpreting and Translation

Services,” its terms and conditions together with all the provisions of this RFQu are automatically incorporated together and comprise the overall Contract between the City of

Phoenix and Offeror ("Contractor”).

3.1. Scope of Work

The Offeror, if deemed qualified, will perform interpreting services (the “Services”) in the target language for the Phoenix Municipal Court and City of Phoenix Prosecutor's Office. The Services require a strong command of both English and the target language and the interpreter must be capable of the following:

A. Simultaneous interpretation of court proceedings;

B. Consecutive interpretation in and out of court as requested;

C. Translation of court-related documents and attorney-client correspondence;

D. Working the hours of 8:00 am to 5:00 pm, in part or in whole, Monday through Friday;

including irregular hours such as weekends, holidays, and evenings, as required;

E. Providing interpretation and translation services as needed and directed by any of the

Function Heads (or designees) of the Phoenix Municipal Court and the City of Phoenix

Prosecutor's Office.

F. An Offeror, determined to be qualified, will be added to the CCI list upon execution by the City (through the Court) and Offeror of the separate contract titled The City of

Phoenix, Arizona Contract Form Court Interpreting and Translation Services, which contract may be revised at at any time in the Court’s sole discretion.

3.2. Compensation

Qualified Offerors who are selected and enter into a contract, for the described interpreter services, herein, will be added to the CCI List and will be compensated according to the fee schedule set forth in Attachment A to this PMC RFQu-25-001. The Court reserves the right to adjust the fee schedule, periodically, to remain within the fair market value for the interpreter services listed in the SOW and to notify the selected Offerors (“Contractors”) in accordance with the provision titled “NOTICES” in the separate contract titled The City of Phoenix, Arizona

Contract Form Court Interpreting and Translation Services.

3.3. Court Interpreter Ethics; The Professional Image Policy; Interpreter Continuing Education Requirements

Professional Code of Ethics and Practices for Court Interpreters. Offeror shall comply with the Arizona Interpreter Code of Conduct adopted by Arizona Supreme Court Administrative

Order (“AO”) 2015-98, Attachment D to this RFQu. This includes any Arizona Supreme Court amendments to AO 2015-98 and any supplemental orders or guidelines connected, thereto.

Phoenix Municipal Court Professional Image Policy. Offeror shall comply with Phoenix

Municipal Court Professional Image Policy while performing services pursuant to this Contract on the premises of the Phoenix Municipal Court building.

Arizona Court Interpreter Credentialing Program Continuing Education Requirement. All credentialed court interpreters must attend and complete at least twenty (20) credit hours of approved continuing education every two (2) years, between the period of January 1st in odd-numbered years and December 31st in even-numbered years. “Credentialed court interpreter” means a person to whom the AOC has conferred any one of the credentials available under the

ACICP. The continuing education requirements described in Arizona Code of Judicial

Administration (ACJA) § 7-301 (Attachment C) apply to all interpreters who have been granted any tier of ACICP credential regardless of their working language or status as a staff or freelance interpreter. All freelance interpreters/all Contractors shall comply and remain in good standing with the ACICP's continuing education requirement.

4. Standard Terms and Conditions

4.1. Definition of Key Words Used in the Solicitation

Shall, Will, Must: Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of Offer as non-responsive.

Should: Indicates something that is recommended but not mandatory. If the Offeror fails to provide recommended information, the City may, at its sole option, ask the Offeror to provide the information or evaluate the Offer without the information.

May: Indicates something that is not mandatory but permissible.

For purposes of this solicitation, the following definitions will apply:

“A.R.S.” Arizona Revised Statute

“Buyer” or “Procurement Officer” City of Phoenix staff person responsible for the solicitation.

The City employee or employees who have specifically been designated to act as a contact person or persons to the Contractor, and responsible for monitoring and overseeing the

Contractor's performance under this contract.

"City" The City of Phoenix

"Contractor" The individual, partnership, or corporation who, as a result of the competitive process, is awarded a contract by the City, and upon award, executes the contract with the City.

"Contract” or “Agreement" The legal agreement executed between the City of Phoenix, AZ and the Contractor.

“Days” Means calendar days unless otherwise specified.

“Chief Procurement Officer” The contracting authority for the City of Phoenix, AZ, authorized to sign contracts and amendments thereto on behalf of the City of Phoenix, AZ.

“Employer” Any individual or type of organization that transacts business in this state, that has a license issued by an agency in this state and employs one or more employees in this state.

Employer includes this state, any political subdivision of this state and self-employed persons. In the case of an independent contractor, employer means the independent contractor and does not mean the person or organization that uses contract labor. (A.R.S. § 23-211).

“Offer” Means a response from a Supplier, Contractor, or Service Provider to a solicitation request that, if awarded, binds the Supplier, Contractor, or Service Provider to perform in accordance with the contract. Same as bid, proposal, quotation or tender.

“Offeror” Any Vendor, Seller or Supplier submitting a competitive offer in response to a solicitation from the City. Same as Bidder or Proposer.

“Solicitation” Means an Invitation for Bid (IFB), Request for Proposal (RFP), Request for

Quotations (RFQ), Request for Qualifications (RFQu) and request for sealed Offers, or any other type of formal procurement which the City makes public through advertising, mailings, or some other method of communication. It is the process by which the City seeks information, proposals, Offers, or quotes from suppliers.

“Suppliers” Firms, entities or individuals furnishing goods or services to the City.

“Vendor or Seller” A seller of goods or services.

4.2. City’s Vendor Self-Registration and Notification

Vendors must be registered in the City’s Procurement Portal at https://procurement.opengov.com/portal/phoenix to respond to solicitations and access procurement information.

Vendors must also be registered in the City’s procurePHX Self-Registration System at https://www.phoenix.gov/procure prior to contract execution.

The City may, at its sole discretion, reject any offer from an Offeror who has not registered.

4.3. Business in Arizona

The City will not enter contracts with Offerors (or any company(ies)) not granted authority to transact business, or not in good standing, in the state of Arizona by the Arizona Corporation

Commission, unless the Offeror asserts a statutory exception prior to entering a contract with the City.

4.4. Contract Interpretation

A. Applicable Law: This Contract will be governed by the law of the State of Arizona, and suits pertaining to this Contract will be brought only in Federal or State courts in

Maricopa County, State of Arizona.

B. Contract Order of Precedence: In the event of a conflict in the provisions of the

Contract, as accepted by the City and as they may be amended, the following will prevail in the order set forth below:

1. Federal terms and conditions, if any.

2. Special terms and conditions.

3. Standard terms and conditions.

4. Amendments.

5. Statement or Scope of Work.

6. Specifications.

7. Attachments.

8. Exhibits.

9. Instructions to Contractors.

10. Other documents referenced or included in the Solicitation.

C. Organization – Employment Disclaimer: The Agreement resulting hereunder is not intended to constitute, create, give rise to or otherwise recognize a joint venture agreement or relationship, partnership or formal business organization of any kind, and https://procurement.opengov.com/portal/phoenix https://www.phoenix.gov/procure the rights and obligations of the parties will be only those expressly set forth in the

Agreement. The parties agree that no persons supplied by the Contractor in the performance of Contractor’s obligations under the Agreement are considered to be City’s employees and that no rights of City civil service, retirement or personnel rules accrue to such persons. The Contractor will have total responsibility for all salaries, wage bonuses, retirement, withholdings, workmen’s compensation, occupational disease compensation, unemployment compensation, other employee benefits and all taxes and premiums appurtenant thereto concerning such persons, and will save and hold the City harmless with respect thereto.

D. Severability: The provisions of this Contract are severable to the extent that any provision or application held to be invalid will not affect any other provision or application of the contract which may remain in effect without the invalid provision or application.

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

F. Parol Evidence: This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between the parties and no usage in the trade will be relevant to supplement or explain any term used in this Contract.

Acceptance or acquiescence in a course of performance rendered under this contract will not be relevant to determine the meaning of this Contract even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity to object.

4.5. Contract Administration and Operation

A. Records: All books, accounts, reports, files and other records relating to this Contract will be subject at all reasonable times to inspection and audit by the City for five years after completion of the Contract. Such records will be produced at a City office as designated by the City. Confidentiality will be maintained, and the City will not violate any proprietary or other confidentiality agreements Contractor has in place.

B. Equal Employment Opportunity and Pay; Discrimination Prohibited: Contractor agrees to abide by the provisions of the Phoenix City Code, 1969, Chapter 18, Article V, as amended. Any Contractor, in performing under this Contract, will neither discriminate against any worker, employee, or applicant, or any member of the public, because of race, color, religion, sex, national origin, age or disability nor otherwise commit an unfair employment practice. Further, the Contractor will take action to ensure that applicants and employees are dealt with without regard to their race, color, religion, sex, or national origin, age or disability and adhere to a policy to pay equal compensation to men and women who perform jobs that require substantially equal skill, effort and responsibility, and that are performed within the same establishment under similar working conditions.

Such action will include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. The Contractor further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled, and union labor, or who may perform any such labor or services in connection with this Contract. Contractor agrees that this clause will be incorporated in all subcontracts, job-contractor agreements, or subleases of this Agreement entered into by Contractor. Contractor will direct any questions in regard to these requirements to the Equal Opportunity

Department, (602) 262-6790.For a Contractor with more than 35 employees: In addition to the requirements above, if Contractor has more than thirty-five (35) employees, Contractor further agrees not to discriminate against any worker, employee or applicant, or any member of the public, because of sexual orientation or gender identity or expression and shall ensure that applicants are employed, and employees are dealt with during employment without regard to their sexual orientation or gender identity or expression.Documentation: Contractor may be required to provide additional documentation to the Equal Opportunity Department affirming that a nondiscriminatory policy is being utilized.Monitoring: The Equal Opportunity Department shall monitor the employment policies and practices of contractors subject to this article (Phoenix City

Code, 1969, Chapter 18, Article V, as amended) as deemed necessary. The Equal

Opportunity Department is authorized to conduct on-site compliance reviews of selected firms, which may include an audit of personnel and payroll records, if necessary

C. Legal Worker Requirements: The City of Phoenix is prohibited by A.R.S. § 41-4401 from awarding a contract to any Contractor who fails, or whose subcontractors fail to comply with A.R.S. § 23-214(A). Therefore, Contractor agrees that:

1. Contractor and each subcontractor it uses warrants their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection A.

2. A breach of a warranty under paragraph (C)(1) will be deemed a material breach of the contract that is subject to penalties up to and including termination of the

Contract.

3. The City retains the legal right to inspect the papers of any Contractor or subcontractor employee who works on the Contract to ensure that the Contractor or subcontractor is complying with the warranty under paragraph (C)(1).

D. Health, Environmental, and Safety Requirements: Contractor agrees that its products, services and facilities will be in full compliance with all applicable Federal, State and local health, environmental and safety laws, regulations, standards, codes and ordinances, regardless of whether or not they are referred to by the City. At the request of City representatives and upon a good-faith basis, the Contractor will provide the City:

1. Environmental, safety and health regulatory compliance documents (written safety programs, training records, permits, etc.) if applicable to services provided by the

Contractor in this contract.

2. If applicable, a list of all federal, state, or local (EPA, OSHA, Maricopa County, etc.)

citations or notice of violations issued against their firm or their subcontractors including dates, reasons, dispositions and resolutions.

3. The City will have the right, but not the obligation to inspect the facilities, transportation vehicles or vessels, containers and disposal facilities provided by the

Contractor or its subcontractor(s). The City will also have the right to inspect operations conducted by the Contractor or its subcontractor(s) in the performance of this Agreement.

E. Compliance with Laws; Violations Disclosure: Contractor agrees to fully observe and comply with all applicable Federal, State and local laws, regulations, standards, codes and ordinances when performing under this Contract regardless of whether they are being referred to by the City.Contractor shall notify the City, through the OCI, and specifically identify any notices from any regulatory authority with respect to any violation, or alleged violation, of any law or regulation by Contractor or any subcontractor of Contractor. Further, Contractor shall immediately notify the City, through the OCI, of any inspection, audit, or review by any regulatory authority, including of any records procedure of Contractor or its subcontractor(s) and provide the City, through the OCI, with a copy of any written findings prepared by such regulatory authority in connection with such inspection, audit, or review.As applicable, Contractor agrees to permit City inspection of Contractor’s business records, including personnel records to verify any such compliance. Because Contractor will be acting as an independent contractor, the

City assumes no responsibility for Contractor’s acts.

F. Lawful Presence Requirement: Pursuant to A.R.S. §§ 1-501 and -502, the City of

Phoenix is prohibited from awarding a contract to any natural person who cannot establish that he or she is lawfully present in the United States. In order to establish lawful presence, this person must produce qualifying identification and sign a City-provided affidavit affirming that the identification provided is genuine. This requirement will be imposed at the time of contract award. The law, and by extension this provision, does not apply to fictitious entities such as corporations, partnerships and limited liability companies.

G. Continuation During Disputes: Contractor agrees that notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the Contract, the Contractor will continue to perform the obligations required of Contractor during the continuation of any such dispute unless enjoined or prohibited by an Arizona Court of competent jurisdiction.

H. Electronic Signatures: Electronic signatures are valid under Arizona law. Either or all parties may execute this Agreement by scanned or electronic signature, and any such scanned or electronic signature shall be deemed an original, valid, and binding signature if issued with proper signature authority.

4.6. Costs and Payments

A. General: Any prompt payment terms offered must be clearly noted by the Contractor on all invoices submitted to the City for the payment of goods or services received. The City will make every effort to process payment for the purchase of material or services within thirty (30) to forty-five (45) calendar days after receipt of a correct invoice, unless a good faith dispute exists to any obligation to pay all or a portion of the account. Payment terms are specified in the Offer.

B. Payment Deduction Offset Provision: Contractor acknowledges that the City Charter requires that no payment be made to any Contractor as long as there is an outstanding obligation due to the City. Contractor agrees that any obligation it owes to the City will be offset against any payment due to the Contractor from the City.

C. Late Submission of Claim by Contractor: The City will not honor any invoices or claims which are tendered one (1) year after the last item of the account accrued.

D. Discounts: If applicable, payment discounts will be computed from the date of receiving acceptable products, materials and/or services or correct invoice, whichever is later to the date payment is mailed.

E. No Advance Payments: Advance payments are not authorized. Payment will be made only for actual services or commodities that have been received, unless addressed specifically in the Scope of Work for subscription services.

F. Fund Appropriation Contingency: The Contractor recognizes that any agreement entered into will commence upon the day first provided and continue in full force and effect until termination in accordance with its provisions. The Contractor and the City herein recognize that the continuation of any contract after the close of any given fiscal year of the City, which ends on June 30th of each year, will be subject to the approval of the budget of the City providing for or covering such contract item as an expenditure, therein. The City does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget.

G. Maximum Prices: The City will not be invoiced at prices higher than those stated in any contract resulting from this Offer. Contractor certifies, by signing this Offer that the prices offered are no higher than the lowest price the Contractor charges other buyers for similar quantities under similar conditions, as applicable and shown by quotes for like services and goods. Contractor further agrees that any reductions in the price of the goods or services covered by this Offer and occurring after award will apply to the undelivered balance. The Contractor will promptly notify the City of such price reductions.

H. F.O.B. Point: All prices are to be quoted F.O.B. destination, unless specified elsewhere in this solicitation.

4.7. Contract Changes

A. No Verbal Agreements; Contract Amendments: Contracts will be modified only by a written contract amendment signed by persons duly authorized to enter into contracts on behalf of the Contractor. No verbal agreement or conversation with any officer, agent, or employee of the City either before or after execution of the Contract, will affect or modify any of the terms or obligations contained or to be contained in the Contract. Any such verbal agreements or conversation shall be considered as unofficial information and in no way binding upon the City or the Contractor. All agreements shall be in writing and contract changes shall be by written amendment signed by both parties.

B. Assignment - Delegation: No right or interest in this Contract nor monies due, hereunder, will be assigned in whole or in part without written permission of the City, and no delegation of any duty of Contractor will be made without prior written permission of the City, which may be withheld for good cause. Any assignment or delegation made in violation of this section will be void.

C. Non-Exclusive Contract: Any contract resulting from this RFQu will be awarded with the understanding and agreement that it is for the sole convenience of the City. The City reserves the right to obtain like goods or services from other sources.

4.8. Risk of Loss and Liability

A. Title and Risk of Loss: The title and risk of loss of material or service will not pass to the City until the City actually receives the material or service at the point of delivery; and such loss, injury, or destruction will not release seller from any obligation hereunder.

B. Acceptance: All material or service is subject to final inspection and acceptance by the

City. Material or service failing to conform to the specifications of this Contract will be held at Contractor's risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Noncompliance will conform to the cancellation clause set forth, herein.

C. 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 party affected and occurs without its fault or negligence. Force majeure will not include late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition. If either party is delayed at any time in the progress of the work by force majeure, the delayed party will notify the other party in writing of such delay, as soon as is practical, of the commencement thereof and will specify the causes of such delay in such notice. Such notice will be hand-delivered or mailed certified-return receipt and will make a specific reference to this provision, thereby invoking its provisions. The delayed party will cause such delay to cease as soon as practicable and will notify the other party in writing when it has done so. The time of completion will be extended by contract modification for a period of time equal to the time that results, or the effects such delay prevent the delayed party from performing in accordance with this Contract.

D. Loss of Materials: The City does not assume any responsibility, at any time, for the protection of, or for loss of materials, from the time that the contract operations have commenced until the final acceptance of the work by the City.

E. Contract Performance: Contractor will furnish all necessary labor, tools, equipment, and supplies to perform the required services at the designated City facilities, unless otherwise specifically addressed in the Scope of Work, or elsewhere in this Agreement.

The City's authorized representative will decide all questions which may arise as to the quality and acceptability of any work performed under the Contract. If, in the opinion of the City's authorized representative, performance becomes unsatisfactory, the City will notify the Contractor. The Contractor will have thirty (30) days from that time to correct any specific instances of unsatisfactory performance, unless a different amount of time is agreed upon by the parties via a written contract amendment. In the event the unsatisfactory performance is not corrected within the time specified, the City will have the immediate right to complete the work to its satisfaction and will deduct the cost to cover from any balances due, or to become due to the Contractor. Repeated incidences of unsatisfactory performance may result in cancellation of the Agreement for default.

F. Damage to City Property: Contractor will perform all work specified in this Agreement so that no damage to City buildings or grounds results. Contractor will be responsible for repair of any damage caused to the satisfaction of the City at no cost to the City.

Contractor will take care to avoid damage to adjacent finished materials that are to remain. If finished materials are damaged, Contractor will repair and finish to match existing material as approved by the City at Contractor's expense.

4.9. City's Contractual Rights

Whenever one party to this Contract in good faith has reason to question the other party's intent to perform, the former party may demand that the other party give a written assurance of this intent to perform. In the event that a demand is made and no written assurance is given within five days, the demanding party may treat this failure as an anticipatory repudiation of the

Contract.

A. Non-Exclusive Remedies: The rights and remedies of the City under this Contract are non-exclusive.

B. Default in One Installment to Constitute Breach: Each installment or lot of the

Agreement is dependent on every other installment or lot and a delivery of non-conforming goods or services, or a default of any nature under one installment or lot will impair the value of the whole Agreement and constitutes a total breach of the Agreement as a whole.

C. On Time Delivery: Because the City is providing services which involve health, safety and welfare of the general public, delivery time is of the essence. Delivery must be made in accordance with the delivery schedule promised by the Contractor.

D. Default: In case of default by the Contractor, the City may, by written notice, cancel this

Contract and repurchase from another source and may recover the excess costs by (1) deduction from an unpaid balance due; (2) collection against the Solicitation and/or

Performance Bond, or (3) a combination of the aforementioned remedies or other remedies as provided by law.

E. Covenant Against Contingent Fees: Contractor warrants that no person or agent has been employed or retained to solicit or secure this…