INVITATION TO BID

26-078SC

GOPHER CONTROL - ABATEMENT &

MAINTENANCE SERVICES

Town of Florence

775 North Main Street

Florence, AZ 85132

RELEASE DATE: May 28, 2026

DEADLINE FOR QUESTIONS: June 8, 2026

RESPONSE DEADLINE: June 11, 2026, 10:00 am

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://.procurement.opengov.com/portal/florenceaz https://.procurement.opengov.com/portal/%7bproject.government.code%7d

Town of Florence

INVITATION TO BID

Gopher Control - Abatement & Maintenance Services

I. Notice of Invitation to Bid II. Introduction

III. Documents Referenced IV. Instructions to Offerors V. General Terms and Conditions

VI. Special Requirements of Solicitation VII. Scope of Work VIII. Vendor Questionnaire IX. Pricing Proposal

Attachments:

A - Attachment A

Invitation to Bid #26-078SC Title: Gopher Control - Abatement & Maintenance Services

1. Notice of Invitation to Bid

Sealed Bids will be received by the Town of Florence electronically via the OpenGov procurement portal, located at https://procurement.opengov.com/portal/florenceaz, until

10:00 am. (Arizona Time), Thursday June 11, 2026 for Gopher Control- Maintenance &

Abatement Services. No Bids will be accepted after 10:00 am on June 11, 2026.

Bid documents are available electronically via the OpenGov procurement portal, located at https://procurement.opengov.com/portal/florenceaz.

Contractors shall be responsible for any licenses or permits required by the regulatory agency of the State of Arizona that apply to the performance of this contract.

The Town of Florence reserves the right to reject any or all Bids, or to accept any Bids, or to waive any informality in any Bid, or to withhold the award if deemed in the best interest of the Town of Florence.

https://procurement.opengov.com/governments/portal/florenceaz https://procurement.opengov.com/governments/portal/florenceaz

2. Introduction

The Town is accepting electronic bid submissions. Bidders shall create a FREE account with the Town's procurement portal, OpenGov, by signing up at https://procurement.opengov.com/portal/florenceaz. Once you have completed the account registration, browse back to this page, click on "Submit Response", and follow the instructions to submit the electronic bid.

2.1. Summary

The Town of Florence's Community Services Department (Parks and Recreation) is seeking qualified vendors to provide a response to this Invitation to Bid for gopher control maintenance & abatement services at five Town locations: Jason Lopez

Memorial Park, Little League Park, Territory Square Multi-Purpose Field, Main Street

Park and Grounds/Property adjacent to the Senior Center. The Town's intent is to award one contract

2.2. Background

The Town of Florence offers several parks and athletic fields that host events year-round, supported by our dedicated Parks and Recreation team. Maintaining these shared spaces to a high standard is a top priority for our community

2.3. Contact Information

Suzi Williams

Procurement Officer

775 N Main St.

Florence, AZ 85132

Email: suzi.williams@florenceaz.gov

Phone: (520) 868-7604

Department:

Community Services - Parks and Recreation

2.4. Timeline

Please note the Bid Submission Deadline time. Bids will not be accepted after this programmed time. For example: If the Bid Submission Deadline time is 2:00 pm the deadline is a hard cut-off. The system will not allow you to click "Submit" at

02:00:00:00:00 (and so on). A submission at 2:00:01 is late and will not be accepted.

Also note the submission time is Local Arizona time. We do not observe Daylight

Savings time.

Release Project Date May 28, 2026 https://procurement.opengov.com/portal/florenceaz mailto:suzi.williams@florenceaz.gov tel:(520)868-7604

Pre-Bid Meeting (Non-Mandatory) June 3, 2026, 9:00am

Town of Florence Community Center -

Conference Room, located at 778 N Main

St., Florence, Arizona 85132

Question Submission Deadline June 8, 2026, 10:00am

Bid Submission Deadline June 11, 2026, 10:00am

Electronic submissions via OpenGov at https://procurement.opengov.com/portal/flo renceaz

Public Bid Opening (Non-

Mandatory)

June 11, 2026, 10:15am

Zoom Meeting https://us04web.zoom.us/j/79181313965?p wd=5zGCeOXUubnXP3geFCbY8Bb6fJdW

Qy.1

Meeting chat link https://us04web.zoom.us/launch/jc/791813

13965

Meeting ID: 791 8131 3965

Passcode: Lhi1L3 https://procurement.opengov.com/portal/florenceaz https://us04web.zoom.us/j/79181313965?pwd=5zGCeOXUubnXP3geFCbY8Bb6fJdWQy.1 https://us04web.zoom.us/j/79181313965?pwd=5zGCeOXUubnXP3geFCbY8Bb6fJdWQy.1 https://us04web.zoom.us/j/79181313965?pwd=5zGCeOXUubnXP3geFCbY8Bb6fJdWQy.1 https://us04web.zoom.us/launch/jc/79181313965 https://us04web.zoom.us/launch/jc/79181313965

3. Documents Referenced

You may access a copy of the documents referenced within this proposal at the following web addresses:

Arizona Revised Statutes (A.R.S.) are available at:

www.azleg.state.az.us/ArizonaRevisedStatutes.asp

IRS W-9 Form (Request for Taxpayer I.D. Number) is available at: www.irs.gov/pub/irs-pdf/fw9.pdf

Code of Federal Regulations is available at: http://www.ecfr.gov http://www.azleg.state.az.us/ArizonaRevisedStatutes.asp.

https://www.irs.gov/forms-instructions https://www.irs.gov/forms-instructions http://www.ecfr.gov/

4. Instructions to Offerors

4.1. Definitions

Standard definitions can be found referenced in the Town of Florence Procurement

Policy, and will apply to the entire solicitation document.

4.2. Inquiries

A. Duty to Examine. It is the responsibility of each Bidder or Offeror to examine the entire solicitation, seek clarification in writing (inquiries), and examine its offer for accuracy before submitting the offer. Lack of care in preparing an offer shall not be grounds for modifying or withdrawing the offer after the due date and time, nor shall it give rise to any contract claim.

B. Solicitation Contact Person. Any inquiry related to a solicitation, including any requests for or inquiries regarding standards referenced in the solicitation, shall be directed solely to the Procurement Officer. The Offeror shall not contact or direct inquiries to any other personnel other than the Procurement Officer concerning the solicitation while in progress, through and including award.

C. Submission of Inquiries. Questions shall be submitted, via OpenGov, on or before the question due date on the solicitation cover sheet. Failure to do so may result in the inquiry not being answered. Answers to questions will be posted as an addendum in OpenGov. Registered suppliers will be notified when the addendum has been posted. Any correspondence related to a solicitation should refer to the appropriate solicitation number, page, and paragraph.

D. Verbal or Email Responses. Do not rely on verbal or email responses to inquiries as those do not constitute a modification of the solicitation. Only a solicitation addendum issued by the Procurement Officer in OpenGov can modify the solicitation.

E. Pre-Offer Conference. If a Pre-Offer Conference has been scheduled under the solicitation, the date, time, and location shall appear on the solicitation cover sheet or elsewhere in the solicitation. A Bidder or Offeror should raise any questions it may have about the solicitation at the conference.

Persons with a disability may request a reasonable accommodation by contacting the Procurement Officer. Requests should be made as early as possible to allow time to arrange for the accommodation.

Verbal responses to questions raised at the conference shall not amend the solicitation. If an issue is raised at the conference that results in a decision by

Town to amend the solicitation, the solicitation may be amended only by https://www.florenceaz.gov/wp-content/uploads/documents/Finance/Reports%20Studies%20and%20Documents/Purchasing/Procurement%20Policy%20Adopted%20May%203,%202021.pdf https://www.florenceaz.gov/wp-content/uploads/documents/Finance/Reports%20Studies%20and%20Documents/Purchasing/Procurement%20Policy%20Adopted%20May%203,%202021.pdf issuance of a written Solicitation Addendum. A Bidder or Offeror may not rely on any verbal responses to questions at the conference.

F. Periods of Time. Periods of time, stated as number of days, shall be calendar days.

G. Use of Artificial Intelligence in Bid Clarifications. Vendors are permitted to use

Artificial Intelligence (AI) tools to assist in reviewing bid documents; however, all clarification requests or questions submitted to the Town of Florence must be the result of vendor review and must reflect the vendor's own understanding of the solicitation.The Town of Florence will not respond to questions that appear to be generated solely by AI tools without context, relevance, or proper review by the vendor. Such submissions may be considered non-responsive. Vendors are responsible for the accuracy, clarity, and appropriateness of any questions submitted. Misuse of AI tools resulting in irrelevant, excessive, or incoherent clarification requests may be grounds for disqualification or rejection of the bid.

4.3. Offer Preparation

A. Online Documents. The solicitation documents are only provided online in

OpenGov. The Town will not provide or accept any printed copies or other formats. An electronic offer shall be submitted either on the forms provided in the solicitation, or their substantial equivalent. Any substitute document for the forms provided in the solicitation must be legible and contain the same information requested on the form. A facsimile, physical mail, or email offer shall be rejected.

B. Value Add Products or Services. Bidders or Offerors are strongly encouraged to offer innovative and value-add products and/or services which are not specifically addressed as line items in the solicitation. Pricing offered should be noted on the pricing pages of the Offeror response in the format requested.

C. Deviations and Changes in Offer. Any unidentified alteration or modification to any Solicitation documents shall be null and void. Only modifications made through the use of the Deviation/Conformance form will be considered by the

Town. Modifications are not permitted after offers have been opened except as permitted as part of contract negotiations.

D. Offer and Acceptance. The Offer and Acceptance form within the Solicitation must be submitted with the offer and signed by authorized representative of the

Bidder or Offeror. The signature shall signify the Bidder’s or Offeror’s intent to be bound by the offer and the terms of the Solicitation and that the information provided is true, accurate, and complete. Failure to submit verifiable evidence of intent to be bound, such as a signature, may result in rejection of the offer.

E. Subcontractors. A Bidder or Offeror shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities in the offer.

F. Cost of Offer Preparation. The Town will not reimburse a Bidder or Offeror for any cost associated with responding to a solicitation.

G. Solicitation Addendum. Unless otherwise stated in the Solicitation, each

Solicitation Addendum shall be acknowledged electronically by the person acknowledging the Offer, and shall be submitted no later than the Offer Deadline.

Failure to acknowledge a Solicitation Addendum will result in non-submission of offer.

H. Taxes. Prices stated in a solicitation shall not include applicable state and local taxes. Taxes shall be identified as separate items by amount or by rate, as applicable, in the offer. Town is not exempt from state and local transaction privilege (sales) taxes. The amount of any applicable transaction privilege or use tax of a political subdivision of the State is not a factor in determining the lowest

Bidder/Offeror.

I. Offer Acceptance Period. The Bidder or Offeror shall hold its offer open for ninety

(90) days after the Submission Deadline stated in the solicitation.

J. Confidential Information.

1. Request for Confidentiality. If a Bidder or Offeror believes that its offer contains confidential trade secrets or other proprietary information that should not be disclosed, the Bidder or Offeror may submit to the Finance Director and the Procurement Officer a statement or response that identifies the specific information and explains why it should be protected from disclosure.

All information proposed for protection from disclosure shall be so identified wherever it appears in the offer. The Finance Director, Town Attorney, and

Town Clerk shall review the statement and provide the determinations in writing whether the information shall be protected. If it is determined that the information shall be protected from disclosure, the Town shall inform the

Bidder or Offeror in writing of such determination. Requests to protect pricing information or the entire offer from disclosure will be denied.

2. Public Record. All contents of an offer submitted in response to a solicitation will become the property of the Town and shall become a matter of public record available for review, after award notification, and in accordance with the Town's Purchasing Policy and Arizona Public Records laws.

K. Shipping/Delivery. Terms and conditions relating to shipping and delivery are

“FOB Destination, Freight Prepaid and Allowed.” The shipping and delivery terms are further described in the General Terms and Conditions of Contract and are subject to modification in the Special Requirements of Solicitation, if any, for this

Solicitation.

4.4. Submission of Offer

A. Electronic Submittal. Offers will only be accepted online through the Town's

OpenGov portal at https://procurement.opengov.com/portal/florenceaz. The

Town will not consider an offer submitted by any other method other than through

OpenGov, and it will be deemed void upon submission.

B. Late Offers. Late offers will not be considered. An offer submitted after the

Submittal Deadline shall be rejected.

C. Offer Amendment or Withdrawal. The Bidder or Offeror may withdraw an offer any time prior to the Offer Deadline. The offer may not be amended or withdrawn after the Offer Deadline, except as otherwise provided under applicable law.

D. Certifications of Bidder or Offeror. By signing the Offer Form, the Bidder or

Offeror certifies the following:

1. The Bidder or Offeror has examined, understands and conforms to the terms, conditions, scope of work/services and specifications, and other documents in the Solicitation. All previous agreements, contracts, or other documents, which have been executed between the Proposer and the Town, are not applicable to this solicitation or any resultant contract.

2. The offer is genuine and not made in the interest of, or on behalf of, any persons not herein named. The Bidder or Offeror, including its owners, employees, and agents, have not directly or indirectly induced or solicited:

a. a Bidder to put in a sham offer;

b. any other person, firm or corporation to refrain from submitting an offer; or

c. in any other manner sought to secure for itself an advantage over any other Bidder or Offeror or to produce a deceptive show of competition in the matter of the offer or award of a contract under the solicitation.

3. The Bidder or Offeror has not given, has not offered to give, or does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a

Town official or employee in connection with the submitted offer.

4. The Bidder or Offeror, including its owners, employees, and agents directly involved in obtaining contracts with the State of Arizona, or any subdivision of the state has not been convicted of false pretenses, attempted false pretenses, or conspiracy to commit false pretenses, bribery, attempted bribery, or conspiracy to bribe under the laws of any state or federal government for acts or omissions after January 1, 1985.

5. The Bidder or Offeror is not currently suspended, debarred, or otherwise precluded from participating in any public procurement activity with any federal, state, or local government entity.

6. If awarded a Contract, the Bidder or Offeror shall provide the equipment, commodities, and/or services in accordance with the terms, conditions, scope of work/services, specifications, and other documents of the Solicitation.

4.5. Additional Offer Information

A. Unit Price Prevails. In the case of discrepancy between the unit price or rate and the extension of that unit price or rate, the unit price or rate shall prevail.

B. Confirmation. Town may contact the Bidder or Offeror to confirm its understanding of the offer. Such contact shall occur after the Offer Deadline and prior to Award. Town shall seek written confirmation from the Bidder or Offeror and shall retain the request and confirmation, if obtained, in the procurement file.

C. Right to Reject Proposals. Notwithstanding any other provision of the solicitation, Town may waive any minor informality, reject any and all offers or portions thereof, cancel, reissue, or exercise any other rights available to the Town under the terms of the Solicitaion, the Town Code, or other applicable law or to withhold the award of the Solicitation for any reason the Town determines.

4.6. Award

A. Basis of Award. An Award will be made to the Responsible Bidder or Offeror whose Offer is determined to be:

1. For an Invitation for Bid, the lowest responsible and responsive Bid or Bids that conform in all material respects to the requirements of the Solicitation and evaluation factors, if any, set forth.

If a Bidder is awarded a Contract and is unable to meet its contractual obligations, Town may cancel the Contract and award a Contract to the next lowest ranked Bidder if this determination occurs within a reasonable time period after the original Contract Award.

2. For a Request for Proposal, the Proposal or Proposals that are determined in writing to be the most advantageous to Town based on the requirements of the Solicitation and evaluation factors set forth.

Town will evaluate and determine which Proposals are acceptable and unacceptable for further consideration. If determined to be in the best interest of Town, Town may request interviews with the Offerors determined to be most likely to meet the requirements to discuss cost and/or other portions of the Proposal.

No requirement or factor may be used in the evaluation of offers that is not set forth in the Solicitation. The amount of any applicable transaction privilege or use tax of a political subdivision of the State shall not be a factor in determining the lowest Bid or most advantageous Proposal.

B. Multiple Awards. Town may award multiple contracts from the Solicitation. The decision to award a single contract, award multiple contracts, or make no award rests solely with Town. A multiple award shall be made only if the Town

Representative determines in writing, prior to making an award, that a multiple award is necessary and is advantageous to Town.

In determining whether to award multiple contracts, Town will assess whether multiple vendors are necessary and advantageous to ensure the availability of goods or services that fully conform to Town’s requirements at the time, place and manner needed by Town. If Town determines that multiple contracts are necessary and advantageous, Town will determine the least number of

Contractors that are needed and award Contracts to, if an Invitation to Bid, the

Bidders who submitted the lowest responsible and responsive Bids; and, if a

Request for Proposal, the Offerors who submitted the most advantageous

Proposals to Town.

When determining whether to award multiple contracts, Town may consider a variety of factors, including without limitation: Town’s experience with existing products and systems, brand continuity for parts replacement, increased demand for goods or services, a single Contractor’s ability to provide for Town’s needs, bonding capacity, Contractor’s location and service areas, Town’s past experience with Contracts for similar products/services, and other relevant criteria, including the criteria set forth in the Town's Procurement Code.

C. Formation of Contract. A response to the Solicitation is an offer to contract with

Town based upon the terms, conditions, scope of work/services, and specifications contained in the Solicitation. No work may commence or products be delivered until Town has issued a Purchase Order to Contractor. (Unless authorized under Town Procurement Code, Section 3-108 Exempt

Procurements.)

4.7. Protests

Any protest must comply with and be resolved according to the Town's Procurement

Policy. The Finance Director will consider protests regarding the Town’s procurement actions for Town of Florence projects in accordance with the following procedures. All protests will be evaluated and finally decided by the Finance Director. The Town’s primary concern is the timely procurement of needed capital equipment, goods or services. The Town will not allow the filing of a protest to unnecessarily delay the procurement process, especially if the protest involved is vexatious or frivolous in nature.

Any aggrieved party may file a protest on the basis that the Town has failed to comply with applicable Federal or State law or the local regulations. The protest must include all of the following:

A. The name, mailing address, email address and telephone number of the protestor.

B. The number of the solicitation.

C. All information establishing that the protestor is an aggrieved party.

D. A written statement of the grounds for the protest and in particular the Federal, State or local regulation alleged to have been violated. This statement should be accompanied by any relevant supporting documents.

E. All information establishing timeliness of the protest.

F. The course of action the protestor desires the Finance Director to take.

G. The signature of the protestor on the written protest.

A protest is deemed filed when physically received by the Finance Director, or

Procurement Officer, and the Town Clerk, or designee.

The Town will consider these types of protests:

A. Protest regarding solicitation (Pre-Bid Protest): A protest of a solicitation shall be filed in the Town’s Finance Office and Town Clerk’s Office no later than 5 working days before opening of bids (if bid) or the due date for submittals or proposals (if RFP or RFQ), as applicable. Any protest filed after that date will not be considered.

B. Protest regarding evaluation of bids, qualifications or proposals (Pre-Award

Protest): Any protest regarding the evaluation of bids, qualifications or proposals shall be filed in the Town’s Finance Office and Town Clerk’s Office no later than

5 working days after the opening of bids (if bid) or due date (if RFP or RFQ). Any protest filed after that date will not be considered.

C. Protest regarding award (Post-Award Protest): Any protest regarding the award of the contract must be filed no later than 5 working days after the date of award.

Any protest regarding the award filed after such date will not be considered.

If the protest does not comply with the time or content requirements, the Finance

Director may, at her option, reject the protest or allow the protestor a reasonable time to remedy the deficiencies of the protest. The Finance Director shall not be obligated to postpone contract awards to allow a protestor an opportunity to correct a deficient or untimely protest, unless otherwise required by law.

5. General Terms and Conditions

All Contracts awarded by Town are subject to the following terms and conditions. All defined terms in the Instructions to Offerors shall have the same meanings when used in this General Terms and Conditions of Contract. Provisions of this General Terms and

Conditions of Contract may be superseded by the Special Requirements of Solicitation, if any, of this Solicitation.

5.1. Cancellation

A. Cancellation for Bankruptcy or Acquisition. Town reserves the right to cancel, or suspend the use of, any Contract if Contractor files for bankruptcy protection, or is acquired by an independent third party.

B. Cancellation for Conflict of Interest. Town may cancel the Contract pursuant to

A.R.S. §38-511 for conflict of interest.

C. Cancellation for Convenience. Town reserves the right to immediately cancel the

Contract without penalty or recourse, in whole or in part, when Town determines cancellation to be in its best interest. Contractor shall be entitled to receive just and equitable compensation in accordance with applicable Contract pricing for authorized work in progress, authorized work completed, and materials accepted before the effective date of the cancellation.

D. Cancellation for Non-Performance or Contractor Deficiency. Town reserves the right to cancel the whole or any part of the Contract due to failure by Contractor to carry out any obligation, term, or condition of the Contract. Town may issue a written deficiency notice to Contractor for any of the following:

1. Failing to comply with the accepted terms and conditions of the Contract;

2. Providing material that does not meet the specifications of the Contract;

3. Providing work and/or material that was not awarded under the Contract;

4. Failing to adequately perform the services set forth in the scope of work/services and specifications;

5. Failing to complete required work or furnish required materials within a reasonable amount of time;

6. Failing to make progress in performance of the Contract and/or giving Town reason to believe that Contractor will not or cannot perform the requirements of the Contract;

7. Performing work or providing services under the Contract prior to receiving a

Town-reviewed purchase order for such work.

E. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Town to adequately address all issues of concern. Failure to adequately address all issues of concern may result in

Contract cancellation. Upon cancellation, all goods, materials, and work paid for by Town, along with documents, data, and reports prepared by Contractor under the Contract shall become the property of Town.

F. Cancellation for Replacement. Town reserves the right to cancel the Contract awarded under a Solicitation and replace it with a newer Contract awarded to the same Contractor for similar goods and services. Town may, at its option, replace the Contract awarded from the Solicitation or delay a new Award until the existing

Contract expires. The decision to replace the Contract rests solely with Town.

G. Continuation of Performance. Contractor shall continue to perform in accordance with the requirements of the Contract, up to the date of cancellation and as directed in the cancellation notice.

H. Cancellation for Improper Conduct. Town may cancel the Contract if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any employee or official of Town with a view toward securing a contract or with respect to the performance of this Contract. Paying the expenses of normal business meals shall be in accordance with Town’s policy regarding gratuities.

Samples of software, equipment, or hardware provided to Town for demonstration or evaluation are not considered gratuities.

I. Cancellation by Contractor. Unless otherwise provided in the Special

Requirements of Solicitation, if any, Contractor may cancel the Contract by delivery of prior written notice during the sixty (60) day period prior to an annual contract renewal. Termination shall have no effect on projects in progress at the time that a notice of cancellation is received by Town.

J. Cancellation for Lack of Appropriation. Town may cancel the Contract if the budget at any time fails to appropriate funds necessary for the Town to perform the Contract.

5.2. Contract Administration

A. Records and Audit. Contractor shall retain and, by contract, shall require each subcontractor to retain all books, accounts, reports, files, and other records, whether in written or electronic form, relating to the acquisition and performance of the Contract (the “Records”) for a period of five (5) years after the completion of the Contract. At any time during the term of this Contract and five (5) years thereafter, the Records shall be subject to inspection and audit by Town at reasonable times. Upon request, Contractor shall produce a legible copy of any or all such Records.

B. Compliance with Prior Certifications. Upon Award of a Contract, Contractor shall continue to fully comply with all certifications provided to Town.

C. Inspection and Testing. Contractor agrees to permit access to its facilities, subcontractor facilities, and Contractor’s processes for producing the materials at a reasonable time for inspection of the materials and services covered under the

Contract. Town shall also have the right to test at its own cost the materials to be supplied under the Contract. Inspection at Contractor’s facilities or testing shall not constitute final acceptance of the materials. If Town determines non-compliance of the materials, Contractor shall be responsible for the payment of all costs incurred by Town for testing and inspection.

D. Notices. Notices to Contractor required by the Contract shall be made by Town to the person indicated on the Offer and Acceptance form submitted by Contractor.

Notices to Town required by the Contract shall be made by Contractor to the

Town Manager. The Town Manager and an authorized Contractor representative may change their respective person to whom notices shall be given by written notice, and an Amendment to the Contract shall not be necessary.

E. Property of Town. Any materials, including reports, computer programs, and other deliverables, created under the Contract shall be the sole property of Town.

Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. Contractor shall not use or release these materials without the prior written consent of Town.

F. Advertising. Contractor shall not advertise or publish information for commercial benefit concerning the Contract or its working relationship with Town without prior written approval of the Town Manager.

5.3. Contract Amendments

A. Amendments. The Contract may be modified only through a Contract

Amendment within the scope of the Contract. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by an unauthorized employee or made unilaterally by Contractor are violations of the Contract. Such changes, including unauthorized written Contract Amendments, shall be void and without effect.

B. Subcontracts. Contractor shall not enter into any Subcontract, under the

Contract, with any other party to furnish any of the material, service, or construction specified herein without the advance written approval of the Town

Manager. The Subcontract shall require the subcontractor to comply with the terms and conditions of the Contract. The Contractor is responsible for contract performance whether or not Subcontractors are used.

C. Assignment and Delegation. Contractor shall not assign any right nor delegate any duty under the Contract without the prior written approval of the Town

Manager.

5.4. Contract Claims

All claims and controversies under the Contract shall be resolved according to the Town of Florence Procurement Policy.

5.5. Contract Interpretation

A. Governing Law. The Contract is governed by Arizona law, including the Town of

Florence Procurement Code.

B. Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Town, the following order of precedence shall prevail

1. Contract Amendments

2. Contract

3. Contract Exhibit(s) - Scope of Work, Pricing documents, Proposal documents

4. Other Contract Exhibits - Attachments, Specifications

5. Original Solicitation documents

In the event of a conflict between provisions in two or more of the foregoing documents, the document having a higher order of precedence will prevail over the other document or documents with conflicting provisions, as long as all such documents are not in conflict with the solicitation documents and the

Town's Deviation form has been filed.

C. Severability. The provisions of the Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the

Contract.

D. No Parole Evidence. The Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in the Contract.

E. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing to the nonconforming performance knows of the nature of the performance and fails to object to it.

5.6. Contractual Remedies

A. Right to Assurance. If Town in good faith has reason to believe that Contractor does not intend to, or is unable to perform or continue performing the Contract, Town may demand in writing that Contractor give a written assurance of intent or ability to perform. Failure by Contractor to provide written assurance within the number of days specified in the demand will be treated as an anticipatory breach of the Contract. Upon anticipatory breach, Town may pursue all remedies, including termination of the Contract.

B. Stop Work Order. Town may, at any time, by written order to Contractor, require

Contractor to stop all or any part, of the work called for by the Contract for a period of up to ninety (90) days after the order is delivered to Contractor, and for any further period to which the parties may agree. Upon receipt of the order, Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.

If a stop work order issued under this clause is canceled or the period of the order or any extension expires, Contractor shall resume work. The Procurement

Officer shall make an equitable adjustment in the delivery schedule or Contract price, or both, and the Contract shall be amended in writing accordingly.

C. Nonconforming Tender. Products and materials supplied under the Contract shall fully comply with the Contract. The delivery of products and materials or a portion thereof in an installment that do not fully comply with the Contract constitutes a breach of contract. On delivery of nonconforming materials, Town may terminate the Contract or pursue any other right or remedy available to it.

D. Right to Offset. Town shall be entitled to offset against any sums due Contractor, any expenses, costs or damages incurred by Town as a result of Contractor’s nonconforming performance or failure to perform the Contract.

E. Non-Exclusive Remedies. The rights and the remedies of the parties under the

Contract are not exclusive.

5.7. Federal and State Requirements

A. E-Verification. Contractor agrees to comply and maintain compliance with A.R.S.

§41-4401, and A.R.S. §23-214, which requires compliance of federal immigration laws by employers, contractors, and subcontractors in accordance with the E-

Verify Employee Eligibility Verification Program.

B. Non-Discrimination. Contractor shall comply with all applicable state executive orders and federal and state laws, rules and regulations that protect persons from illegal discrimination on the basis of race, color, religion, national origin, sex, disability, and age.

C. Offshore Performance of Work Prohibited. Due to security and identity protection concerns, direct services under the Contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work/services that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services, or services that are incidental to the performance of the Contract. This provision applies to work performed by subcontractors.

D. Terrorism Country Divestments. In accordance with A.R.S. §35-392, Town is prohibited from purchasing from a company that is in violation of the Export

Administration Act.

5.8. Insurance and Safety

The Contractor shall provide certificates and endorsements for all policies, except

Worker's Compensation, that Town of Florence and its officials, employees, and agents are named as Additional Insureds.

A. Contractor’s Obligation: Contractor shall secure and maintain, at his or her own expense, until completion of the contract, general liability and property insurance as shall protect Contractor and the Town from claims for bodily injury, personal injury, and property damage which may arise because of the nature of the work or from operations under this contract. The Contractor’s insurance coverage shall be primary insurance with respect to all other available sources.

B. General Liability Coverage: Contractor shall have general liability coverage on a per project basis, per occurrence, and in comprehensive form. General liability coverage shall include Products/Completed Operations, Explosion, Underground and Collapse Hazard, Premises, Operations, Contractual, Independent

Contractors, Broad Form Property Damage and Personal Injury.

C. Coverage Amounts: Contractor shall provide general liability and excess general liability coverage in the following amounts, at a minimum:

1. Employer’s Liability $500,000-$1,000,000

2. Contractors General Liability

a. General Aggregate $2,000,000

b. Products – Completed Operations Aggregate $2,000,000

c. Personal and Advertising Injury $2,000,000

d. Each Occurrence (Bodily Injury and Property Damage) $2,000,000

e. Excess or Umbrella Liability

i. General Aggregate per job $3,000,000

I. Per policy year $5,000,000

ii. Each Occurrence per job $3,000,000

I. Per policy year $5,000,000

3. Automobile Liability

a. Bodily Injury:

i. Each Person $1,000,000

ii. Each Accident $1,000,000

b. Property Damage

i. Each Accident $1,000,000

c. Combined Single Limit $1,000,000

4. Contractual Liability

a. Bodily Injury:

i. Each Accident $2,000,000

ii. Annual Aggregate $2,000,000

b. Property Damage:

i. Each Accident $2,000,000

ii. Annual Aggregate $2,000,000

5. Worker's Compensation

a. Bodily Injury by Accident each accident $1,000,000

b. Bodily Injury by Disease each employee $1,000,000

c. Bodily Injury by Disease policy limit $1,000,000

5.9. Licenses

Contractor shall maintain in current status all federal, state, and local licenses, bonds, and permits required for the operation of the business conducted by Contractor.

Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Town reserves the right to stop work and/or cancel the contract of any Contractor whose license(s) expire, lapse, are suspended, or are terminated.

A Town of Florence Business License is required for Vendors. Applications for Business

Licenses can be found here or on the Town website at www.florenceaz.gov.

5.10. Payment

A. Contractor Invoice. Contractor shall invoice Town after delivery of goods and/or services. All invoices shall list the specific items being billed and the purchase order number. Taxes shall be listed separately from the item cost. Contractor shall send invoices to Town’s Accounts Payable Department via email at accountspayable@florenceaz.gov. Do not email and mail invoices or duplication issues may arise, possibly delaying the payment process. All transactions are payable in U.S. currency only.

B. Contractor Payment. Town shall issue payment to Contractor after receipt of invoice. Payment terms are net thirty (30) days from receipt of Contractor’s invoice.

C. IRS W-9. Contractor shall have a current I.R.S. W-9 Form on file with Town to receive payment under the Contract.

D. Correct Billing. Contract products/services may not be invoiced greater than the purchase order. If incorrect invoices are discovered, Contractor must correct invoices resulting in excess charges, no matter the cause of the error or the delay in noticing error. Any excess payment must be returned to Town within the time allowed by law, in the form of a check or credit memo, as determined by

Town.

E. Progress Payments. Town may make progress payments under the following conditions: 1) Town and Contractor agree to the terms of the progress payments prior to issuing a purchase order; 2) the purchase order describes the amounts/percentages to be paid and the dates/frequency of payment; 3) Town accepts responsibility for verifying the validity of each payment application; 4) payments are made only after goods and/or services are verified; and 5) any http://www.florenceaz.gov/business/ http://www.florenceaz.gov/business/ such payments must be made in full compliance with Town’s local governing entity rules and any and all other applicable state rules and regulations.

5.11. Price and Product Changes

A. Current Products. Contracts shall be for materials and equipment in current production and marketed to the general public and government agencies at the time the Bid is submitted.

B. Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may request to replace the discontinued product with an acceptable alternate. Town may require satisfactory evidence that the product has been discontinued, that the proposed alternate meets or exceeds the

Contract specifications, and that the price of the proposed alternate is equal to or less than that of the discontinued product. Town, in its sole discretion, may approve the request by issuing notice to the Contractor or a Contract amendment. Upon approval by Town, Contractor shall make available electronic price lists/catalog updates at no additional cost to Town.

C. Price Adjustments.

1. Price Increases. Prices shall be firm for the initial term of the Contract.

Contractor may submit to the Procurement Officer a fully documented request for a price increase not more than 90 days and not less than 60 days prior to the renewal date of the Contract. A price increase adjustment shall only be considered at the time of a Contract extension and shall be a factor in the extension review process.

The Finance Director shall determine whether the requested price increase or any other option is in the best interest of Town. The Finance Director may require satisfactory evidence that manufacturers, suppliers, or service providers to Contractor have imposed or announced cost increases that contribute directly and substantially to Contractor’s cost of doing business. A price increase, if approved, shall be effective upon the effective date of the

Contract extension.

2. Price Decreases. During the term of the Contract, Contractor shall offer to

Town an equivalent price reduction for any Contract product if Contractor publishes a price reduction for the Contract product for other customers of

Contractor. Town may accept a price reduction at its discretion.

5.12. Relationship of Parties

A. Independent Contractor. Contractor is an independent contractor to Town.

B. No Contractual Relationship with Subcontractor. Town shall have no contractual relationship with a subcontractor.

C. Affordable Care Act. Contractor understands and agrees that it shall be solely responsible for its compliance with the Patient Protection and Affordable Care

Act, Public Law 111-148 and the Health Care Education Reconciliation Act, Public Law 111-152 (collectively the Affordable Care Act “ACA”). Contractor shall bear sole responsibility for providing health care benefits for its employees who provide services to Town as required by state or federal law.

5.13. Risk and Liability

A. Risk of Loss. Contractor shall bear all loss of conforming material covered under the Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt of goods or services does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with Contractor regardless of receipt.

B. General Indemnification. Contractor shall indemnify, defend, save, and hold harmless Town Manager, Mayor, and its Town Council members, employees, and agents (hereinafter referred to collectively as “Town”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and litigation)

(hereinafter referred to collectively as "Claims") for bodily injury or personal injury

(including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees, or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Worker's Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that Town shall, in all instances except for Claims arising solely from the negligent or willful acts or omissions of Town, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the Award of the Contract, Contractor agrees to waive all rights of subrogation against Town for losses arising from the work performed by Contractor for Town.

C. Indemnification – Patent and Copyright. To the extent permitted by law, Contractor shall defend, indemnify, and hold harmless Town against any liability, including costs and expenses, for infringement of any patent, trademark, or copyright arising out of Contract performance or use by Town of materials furnished or work performed under the Contract. Town shall reasonably notify

Contractor of any claim for which it may be liable under this paragraph.

D. Third Party Antitrust Violations. Contractor assigns to Town any claim for overcharges resulting from antitrust violation to the extent that those violations concern materials or services supplied by third parties to Contractor toward fulfillment of the Contract.

5.14. Shipping/Delivery

A. Shipping Terms/Transfer of Title. Shipments shall be F.O.B. Destination (Town), Freight Prepaid and Allowed. Title and risk of loss shall not pass to Town until

Town receives and accepts the products or materials at delivery point, unless otherwise provided in the Special Requirements of Solicitation, if any.

B. Shipment Under Reservation. Contractor shall not ship under reservation and no tender of a bill of lading shall operate as a tender of the products or materials.

C. Shipping Charges. Town shall have no responsibility for cost of shipping unless specified in the Special Requirements of Solicitation, if any.

D. Shipping Errors/Risk of Transportation. Shipping errors will be at Contractor’s expense. If Contractor ships products or materials that were not ordered, Contractor shall pay for return shipment at the convenience of Town. All risk of transportation and all related charges shall be Contractor’s responsibility.

Contractor shall file all claims for visible or concealed damage. Town will notify

Contractor promptly of any damaged products and shall assist Contractor in arranging for inspection.

5.15. Taxes

A. Payment of Taxes. Town is responsible for payment of all taxes listed on the invoice. Contractor is responsible for collecting such taxes and forwarding all taxes to the proper revenue office.

B. Pre-Tax Prices. Prices shall not include applicable state and local taxes. All applicable taxes must be listed as a separate item on all invoices and will be paid by Town.

C. State and Local Transaction Privilege (Sales) Taxes. Town is subject to applicable state and local transaction privilege taxes. Failure to collect taxes from

Town does not relieve Contractor from its obligation to remit taxes to the proper revenue office.

D. Tax and Withholding Indemnification. Contractor and all subcontractors shall pay all federal, state, and local taxes applicable to its operation and any persons employed by Contractor or subcontractor. Contractor shall hold Town harmless, and shall require its subcontractors to hold Town harmless from any responsibility for taxes and contributions required under federal and/or state and local laws and regulations, including transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker's Compensation.

5.16. Term of Contract and Extensions

A. Contract Term. The initial term of the Contract shall be xxxxx calendar years from the effective date of Contract Award, unless otherwise specified in the Special

Requirements of Solicitation.

B. Contract Extension. By mutual written agreement between Town and Contractor, the Contract may be extended for up to xxxxx consecutive additional 12-month periods, beginning immediately after expiration of the prior term. Town will determine whether it is in Town’s best interests to agree to a Contract extension.

The factors used to make this determination may include, without limitation, Contractor’s satisfactory performance of the Contract, the likelihood of continued satisfactory performance, including competitive prices for Contract products, materials and services, and the likelihood that Town will need to purchase from the Contract. The Contract will expire unless renewed by issuance of written notice by Town or a purchase order for the term of the extension.

C.…