Holiday Decor RFP.pdf

RFP No. 27-02

CITY OF SEDONA

REQUEST FOR PROPOSALS

HOLIDAY LIGHTING DÉCOR INSTALLATION,

MAINTENANCE, & REMOVAL

City of Sedona exclusively uses its eProcurement System (https://sedonaaz.bonfirehub.com/portal/?tab=openOpportunities) for the notification and dissemination of all solicitations. The receipt of solicitations through any other means may result in your receipt of incomplete specifications and/or addenda which could ultimately render your bid/proposal non-compliant/non-responsive. The City of Sedona accepts no responsibility for the receipt and/or notification of solicitations through any other means.

https://sedonaaz.bonfirehub.com/portal/?tab=openOpportunities

REQUEST FOR PROPOSALS

TABLE OF CONTENTS

SECTION 1 - INSTRUCTIONS TO RESPONDENTS

SECTION 2 - SCOPE OF WORK

SECTION 3 - TERMS AND CONDITIONS

SECTION 4 - SAMPLE PROFESSIONAL SERVICES CONTRACT

SECTION 5 - EXCEPTIONS TO RFP & CONTRACT DOCUMENTS

SECTION 6 - SUBMITTAL FORM

SECTION 1 - INSTRUCTIONS TO RESPONDENTS

1. PURPOSE

The City of Sedona, Arizona (City) seeks a qualified contractor to design, install, maintain, and remove holiday lighting and décor at designated parks, facilities, and public locations throughout the City for a three-year term, with services to be provided each holiday season during that term.

2. SCOPE OF WORK:

Contained within the Scope of Work (Section 2) are specific objectives which will be required of the awarded respondent. The City of Sedona shall retain the ability to revise this scope as necessary through Addenda to this RFP, contract negotiations, or amendment(s) to the awarded contract.

3. SUBMITTAL REQUIREMENTS:

Respondents shall submit proposals via the eProcurement system in PDF format.

Proposals will be received by the City until the date and time listed in eProcurement system.

4. RFP FORMAT:

To assist in the evaluation process, proposals should contain the following information.

The submittal shall be 11-point font minimum. Proposals shall be submitted in the format outlined below. Proposals must be valid for a period of ninety (90) calendar days from the proposal submittal deadline. Failure to provide any of the following information in the submitted proposal may result in the submission being deemed non-responsive and rejected.

Proposals shall include the following required information:

A. Letter of Transmittal

The letter shall include the following elements:

1. Statement of understanding of the work to be performed.

2. Statement of affirmation of the firm’s qualifications for professionally and expertly conducting the work as understood.

3. The firm’s contact person concerning the proposal and a telephone number and e-mail address where that person can be reached.

4. Signed by firm’s authorized representative who will execute any contract documents. Authorized representative’s email address shall be included in the letter.

B. General Profile of the Firm

The general profile shall include the following information:

1. A brief statement indicating the firm’s experience in conducting work similar in nature to that sought by this RFP. Prepared brochures may be submitted as a part of this profile if they specifically address the experience of the firm related to the work to be performed.

2. How long firm has been in business.

3. The location of the firm’s office serving this project.

C. Explanation of Work to be performed

Proposals shall include, at minimum:

1. Samples of previous holiday lighting/décor installation work (photos and/or project descriptions).

2. At least three references from comparable municipal or commercial holiday lighting projects, including contact information.

3. Proposed design for each location as described in Section 2.4. Respondents may use photographs of the site with décor overlayed/added or provide renderings.

4. Confirmation of ability to meet the installation and removal timeline in Section 2.2.

D. Cost

All proposers must provide a complete fee schedule for the services described in the RFP using the form provided in the eProcurement system. No costs shall be included in the proposal other than on the cost form provided.

5. QUESTIONS:

All explanations desired by a respondent regarding the meaning or interpretation of this Request for Proposals, or any part thereof, must be requested in writing via the eProcurement system or directed to the project representative by email and shall be received no later than the date and time specified in eProcurement system.

CITY OF SEDONA PROJECT REPRESENTATIVE:

Ian Coubrough, CPPB Procurement Officer icoubrough@sedonaaz.gov

6. OFFICIAL LISTING & ADDENDA

The City of Sedona exclusively uses its eProcurement system, https://sedonaaz.bonfirehub.com/portal/?tab=openOpportunities, for the dissemination of all formal solicitations. The receipt of solicitations through any other means may result in your receipt of incomplete specifications and/or addenda which could ultimately render your bid/proposal non-compliant/non-responsive. The City accepts no responsibility for the receipt and/or notification of solicitations through any other means.

1. RFP TRANSPARENCY

Beginning on the date this RFP is issued and continuing until either the date a contract is awarded or this RFP is withdrawn by the City, all persons or entities who respond or intend to respond to this RFP, including without limitation their employees, agents, representatives, partners, subcontractors, consultants, joint venturers, members, lobbyists, or attorneys (collectively, “firm”), shall only discuss mailto:icoubrough@sedonaaz.gov matters associated with this RFP with the designated City project representative and shall not have any direct or indirect contact about this RFP with any other City staff or official. Firms who violate this policy shall be disqualified from participating in this RFP.

2. WITHDRAWAL OF PROPOSALS

A proposal may be withdrawn before the opening date by submitting a written request for its withdrawal, signed by firm’s authorized representative, to the designated City employee.

3. INTENT OF THE CITY

The objective of this RFP is to provide sufficient information to enable qualified respondents to submit written proposals. This RFP is not a contractual offer or commitment to purchase services. Contents of this RFP and respondent’s submittal will be used for establishment of final contractual obligation. It is to be understood that this RFP document and the respondent’s proposal may be attached or included by reference in an agreement between the City and successful respondent.

4. BASIS FOR SELECTION

Proposals will be evaluated utilizing the criteria listed below.

CRITERIA POINTS

Experience & Qualifications of Firm 30

Project Understanding & Approach 40

Cost proposal

All proposals will be evaluated based on the technical and professional expertise and the experience of the firm, the proposed method, the procedures of the work, and the cost of the proposal.

A. Experience & Qualifications of Firm

The technical expertise and experience of the firm will be determined by the following factors:

1. The overall experience of the firm in conducting similar work that is to be provided to the City of Sedona.

2. The clarity and completeness of the proposal.

B. Project Understanding & Approach

This criterion evaluates the Respondent's demonstrated understanding of the City's needs and the soundness of their proposed approach to executing it.

Proposals will score HIGH when they demonstrate:

1. A clear understanding of the scope, scale, and public-facing nature of the City's holiday lighting program, including sensitivity to Sedona's aesthetic character and the visibility of these locations to residents and tourists

2. A site-specific approach that reflects familiarity with the challenges of each proposed location (e.g., power access, tree/structure size, pedestrian traffic, weather exposure)

3. A realistic, well-organized installation and removal plan, including sequencing, crew sizing, and equipment appropriate to the scope and timeline in Section 2.2

4. A clearly defined maintenance/response plan addressing the 48-hour service window, including how outages or damage will be identified and resolved during the season

5. Evidence of proactive problem-solving — e.g., contingency plans for weather delays, supply chain issues, or equipment failure

6. Use of durable, commercial-grade materials suited to outdoor public installations and repeated seasonal use

C. Cost

The respondent with the lowest cost shall receive all available points and all other Respondents will receive a proportional share of the points based on the proration of their cost to the lowest cost provided - (Lowest Price Proposal / Price of Proposal being Evaluated) x Maximum Price Score Possible = Points Earned.

NOTE: Selected firms submitting proposals may be invited to give an oral presentation explaining their proposal.

The City may elect to negotiate a contract with selected offeror(s). Any and all verbal communications and/or commitments made during the negotiation process that are deemed agreeable to both the City and selected offeror(s) shall be submitted in written form and made part of the resulting contract. Although the City reserves the right to negotiate, contract award may be made on the basis of initial proposals received without discussions.

5. REQUIRED INSURANCE

Insurance requirements are listed in the attached sample Services Agreement, Section 4 of this RFP.

6. SAMPLE PROFESSIONAL SERVICES AGREEMENT

The sample Services Agreement attached hereto is provided as an example upon which the contract with the successful firm will be based.

SECTION 2 - SCOPE OF WORK

1. Background

The City of Sedona seeks a qualified contractor to design, install, maintain, and remove holiday lighting and décor at designated parks, facilities, and public locations throughout the City for the next three (3) winter holiday seasons.

2. Term of Services

• Installation shall begin immediately following Thanksgiving.

• Displays shall remain up, illuminated, and maintained through the first week of January.

• Removal/tear-down shall be completed within 10 calendar days following the end-of-display date above.

• The awarded contractor shall provide services under this agreement for a term of three (3) years, with each annual holiday season following the schedule described above.

3. Locations

Decor and lighting are to be installed at City parks and public locations throughout Sedona, within City limits. Locations include:

• Sunset Park Entry Sign

• Posse Grounds Hub

• Posse Grounds Park

• Uptown Sedona

• Uptown Chapel

• Sedona City Hall

• Long Walkway Garland

• Military Service Park

• SR179/Tlaquepaque Underpass

• Greyback Park

The City has provided a Google map with these locations which includes photos- https://www.google.com/maps/d/u/0/edit?mid=1oPAFgQUIsh9C_xJxBZSMpfZWRXP3svc&usp= sharing. Respondents can also open this map on Google Earth to see street views of the locations.

Respondents are encouraged to visit the sites as needed. There is no formal site visit planned for this RFP.

4. Design & Proposal Requirements

Because available décor, tree/garland counts, and styles may vary by contractor, respondents shall:

• Propose a specific decor design for each identified location, working within the overall project budget.

• Base proposed designs on the map provided by the City for each location.

• Ensure lighting and décor read well and appear intentional/attractive during daytime hours, not only when illuminated at night, since sites will be viewed by the public throughout the day.

• Provide a cost breakdown for the proposed design, by location.

• Note where "or similar value" substitutions are proposed relative to any reference items, consistent with past practice.

https://www.google.com/maps/d/u/0/edit?mid=1oPAFgQUIsh9C_xJxBZSMpfZWRXP3svc&usp=sharing https://www.google.com/maps/d/u/0/edit?mid=1oPAFgQUIsh9C_xJxBZSMpfZWRXP3svc&usp=sharing

5. Installation

Contractor is responsible for all labor, materials, and equipment (including lift rental) to complete installation at all approved locations. Installation schedule shall be coordinated with the City's Project Manager (Parks & Recreation Director). All work shall comply with applicable City Code, including provisions governing street and utility work.

6. Maintenance

Contractor is fully responsible for maintenance of all installed décor and lighting for the full duration of the display period. Contractor shall respond to any reported maintenance issue (e.g., outages, damage, storm impact) within 48 hours of notification. Maintenance visits/response shall be included in the base proposal cost.

7. Removal / Tear-Down

Contractor shall remove all installed décor, lighting, hardware, and related materials from all locations by the date specified in Section 2.2. Sites shall be restored to their pre-installation condition, with all City property left undamaged.

8. Budget

The estimated project budget is approximately $75,000–$100,000 per season. This is provided for planning purposes; the City reserves the right to award any combination of locations/items within or below this range, or to not award the project at all.

SECTION 3 - TERMS AND CONDITIONS

This RFP does not commit the City to award a contract, to defray any costs incurred in the preparation of a response to this request, or to procure or contract for services. City reserves the right to extend the date by which submittals are due. City reserves the right to cancel, in part or in its entirety, this RFP including but not limited to: selection schedule, submittal date, and submittal requirements. The City reserves the right to reject any and all responses, in part or in whole, and to accept responses which, in its sole discretion and opinion, appear to be responsive.

1. DEFINITIONS

The City of Sedona herein after referred to as “City” as used in these RFP documents shall be construed as to include the City Council, all employees, officers, and agents of the City. The “Vendor/Contractor/Firm/Proposer/Offeror” is named as such in the RFP/contract documents and is referred to in generic terms as if the Vendor/Contractor/Firm/Proposer/Offeror were of singular number and masculine or feminine gender.

2. ADDENDA

Addenda issued prior to the RFP Deadline shall be included in the proposal and made part of the Contract. Any addenda issued during the time of proposing shall be posted to the City’s eProcurement system at https://sedonaaz.bonfirehub.com/portal/?tab=openOpportunities. The Proposer shall be responsible for confirming they are in receipt of all addenda prior to submission of their proposal and shall acknowledge each addendum received on the Section 6 – Submittal Form.

3. DISQUALIFICATION OF PROPOSER

The City may refuse to consider proposals from Proposers believed to have participated in collusion. Proposers may only submit one (1) proposal in response to this RFP. If the City has reason to believe a proposer is interested in more than one (1) proposal for this RFP, the City may reject all proposals for the work in which the proposer is interested. A person, firm, or corporation that submitted a sub-proposal to a proposer, or that has quoted prices on materials to a proposer, is not thereby disqualified from submitting a sub-proposal or quoting prices to other proposers.

4. MODIFICATIONS/EXCEPTIONS

Proposers shall not change or make additions to the RFP documents. Any such changes or additions may result in the City’s rejection of the proposal as being non-responsive to this invitation to propose. Any exceptions a proposer takes to the RFP or Contract Documents shall be noted in Section 5 – Exceptions to RFP & Contract Documents. No oral, telephonic, telegraphic, email, or facsimile proposals or modifications will be considered.

The City encourages Proposers to send questions to the Procurement Officer prior to the deadline for questions rather than including exceptions in their proposal. The City reserves the right to reject any exceptions proposed.

5. LATE PROPOSALS

Proposals must be through the eProcurement System before the specified time and date proposals are due. Proposals received after the submission deadline shall be rejected as non-responsive proposals.

6. BUSINESS IN ARIZONA

The City will not enter into a contract with an Offeror (or any company(ies) comprising the Offeror) that has not been granted authority to transact business, or is not in good standing, in the State of Arizona by the Arizona Corporation Commission (ACC), unless the Offeror asserts a valid statutory exception prior to entering into a contract with the City.

An Offeror that is not currently registered with, or in good standing before, the ACC at the time of the City's notice of intent to award may cure this deficiency by obtaining such authority or good standing within fourteen (14) calendar days of receipt of the notice of intent to award. Failure to obtain and provide evidence of ACC authority or good standing within this period, absent an asserted statutory exception, will render the Offeror ineligible for contract award, and the City may proceed to award to the next responsive and responsible Offeror or take such other action as it deems appropriate.

Prior to execution of any contract, the Offeror shall also complete any registration, licensing, or filing required by the Arizona Department of Revenue and any applicable local jurisdiction necessary to enable the Offeror to collect, report, and remit any applicable Transaction Privilege Tax (TPT) or other applicable tax liability arising from performance of the contract. Evidence of such registration shall be provided to the City prior to contract execution.

Failure to comply with this provision may result in disqualification of the Respondent.

7. SALES TAX

The successful Proposer shall pay all federal, state and local taxes, levies, duties, and assessments of every nature due in connection with any work and /or services under the proposal and shall indemnify and hold harmless City from any liability on account of any and all such taxes, levies, duties, assessments and deductions. Proposal prices shall include allowance for all applicable taxes. If no taxes, levies, duties, or assessments apply, including TPT, the proposal shall state such.

8. LICENSES

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

9. AWARD OF PROPOSAL/CONTRACT

Award of proposal will be made to one (1) or more firms based on best value to the City, and compliance with all the requirements of this RFP.

The Successful Proposer shall be required to enter into a written contract with the City in a form based on the Sample Professional Services Agreement, Section 4, and approved by legal counsel of the City. This RFP and the proposal, or any part thereof, may be incorporated into and made part of the final contract. The City reserves the right to negotiate the terms and conditions of the contract with the Successful Proposer.

The City reserves the right to be the sole judge as to whether such items proposed will serve the purpose intended. The City reserves the right to accept or reject in part or in whole any proposal submitted, and to waive any technicalities or informalities for the best interest of the City. Award of contract shall be made to the most responsible, responsive offeror who’s negotiated best and final offer is determined to be the best value offer, taking into consideration the relative importance of price and other factors set forth in the Request for Proposals.

10. USE OF SUBCONTRACTORS

The Proposer’s intent to use subcontractors to perform any portion of the work described in this RFP must be clearly stated in the Proposer’s proposal. The Proposer’s proposal must include a description of what portion(s) of the work will be subcontracted out, and the names and addresses of potential subcontractors.

11. NON-DISCRIMINATION

The Contractor shall comply with State of Arizona Executive Order No. 2023-01 and any and all other applicable Federal and State laws, rules, and regulations, including the Americans with Disabilities Act.

12. ABILITY TO MEET OBLIGATIONS

By submitting a proposal, the Proposer affirms there are no actions, suits or proceedings of any kind pending against Proposer or, to the knowledge of the Proposer, threatened against Proposer before or by any court, governmental body or agency, or other tribunal or authority which would, if adversely determined, have a materially adverse effect on the authority or ability of Proposer to perform its obligations under this contract, or which question the legality, validity or enforceability hereof or thereof.

13. UNDUE INFLUENCE

By submitting a proposal, the Proposer declares and warrants that no undue influence or pressure is or has been used against or in connection with any officer or employee of the City in connection with award or terms of the Contract that will be executed as a result of this RFP, including any method of coercion, confidential financial arrangement, or financial inducement.

No officer or employee of the City will receive compensation, directly or indirectly, from the Proposer, or from any officer, employee, or agent of the Proposer, in connection with award of the contract or any work to be conducted as a result of this RFP. Violation of this section shall be a material breach of the Contract entitling the City to any and all remedies by law or in equity.

14. PROTESTS AND APPEALS

The procurement policies and procedures of the Arizona State Department of Administration – State Procurement Office codified by rule apply in case of protest. Those rules are found in the Arizona Administrative Code, R2-7-A901 et seq.

15. PUBLIC RECORDS LAW

All proposals and supporting materials submitted in response to this solicitation, as well as correspondence relating to this RFP, shall become the property of the City and become a matter of public record available for review pursuant to Arizona State law. If a Proposer believes that a specific section of its proposal is confidential, the Proposer will isolate the pages marked confidential in a specific and clearly labeled section of its response. A Proposer may request specific information contained within its proposal is treated by the Procurement Officer as confidential provided the Proposer 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 Proposers 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 Proposer in writing of any request to view any portion of its proposal marked “confidential.” The Proposer will have the time set forth in the notice to obtain a court order enjoining such disclosure. If the Proposer 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.

16. ERASURES, INCONSISTENT, OR ILLEGIBLE PROPOSALS

Proposals must not contain any erasures, interlineations, or other corrections unless each correction is authenticated by affixing the initials of the person signing the proposal in the margin immediately next to the correction. If the City determines that a proposal is unintelligible, inconsistent, or ambiguous, the City may reject the proposal as being non-responsive.

17. RESERVED RIGHTS

The City of Sedona reserves the right to:

• Reject any or all proposals received in response to this RFP,

• Withdraw the RFP at any time, at the City’s sole discretion,

• Make an award under the RFP in whole or in part,

• Disqualify any bidder whose conduct and/or proposal fails to conform to the requirements of the RFP,

• Seek clarifications and revisions of proposals,

• Use proposal information obtained through interviews, and the City’s investigation of a proposer’s qualifications, experience, ability, or financial standing, and any materials or information submitted by the proposer in response to the City’s request for clarifying information in the course of evaluation and/or selection under the RFP,

• Prior to the RFP Deadline, amend the RFP specifications to correct errors or oversights, or to supply additional information, as it becomes available,

• Prior to the RFP Deadline, direct proposers to submit proposal modifications addressing subsequent RFP amendments,

• Change any of the scheduled dates,

• Waive any requirements that are not material,

• Negotiate with the highest ranked proposer/s within the scope of the RFP in the best interest of the City.

• Utilize any and all ideas submitted in the proposals received,

• Require, unless otherwise specified in the RFP, that every offer is firm and not revocable for a period of ninety (90) calendar days from the RFP Submittal Deadline,

• Require clarification at any time during the procurement process and/or require correction of arithmetic or other apparent errors for the purpose of assuring a full and complete understanding of a proposer’s proposal and/or to determine a proposer’s compliance with the requirements of this RFP.

• Additionally, this RFP does not commit the City to award a contract, to defray any costs incurred in the preparation of a response to this request, or to procure or contract for services. All proposals become the property of the City. Except for the name of the firms, no information contained in the proposal shall be made public until after award and execution of a contract.

18. EXAMINATION OF CONTRACT DOCUMENTS

Proposers shall examine and become familiar with all RFP documents, any addenda thereto, and the sample Professional Services Agreement, collectively referred to as the Contract Documents.

The failure of the Proposer to examine and become familiar with all of the Contract Documents shall in no way relieve the Proposer from any obligations of this RFP or Contract. No claim(s) will be allowed for additional compensation that is based on a lack of knowledge of any Contract Document.

19. DEFAULT

If the Successful Proposer fails to perform in accordance with the Contract Documents, the City may terminate the agreement, in whole or in part, in accordance with the Contract Documents.

20. INDEMNIFICATION

Indemnification requirements are listed in Section 4.

21. NON-ASSIGNABILITY

Neither this Agreement, nor any of the rights or obligations of the parties hereto, shall be assigned by either party without the written consent of the other.

22. TERM; TERMINATION.

A. Term. Once a contract is awarded, the prices offered by the successful respondent shall remain firm for the term of the contract. The contract term shall be for three (3) years.

B. Termination for Convenience. Any awarded contract is for the convenience of the CITY and may be immediately terminated without cause after receipt by the CONTRACTOR of written notice by the CITY. Upon termination for convenience, CITY shall pay CONTRACTOR for all work previously authorized and performed prior to the date of termination. If, however, CONTRACTOR has substantially or materially breached the standards and terms of the contract, CITY shall have any remedy or right of set-off available at law and equity. Upon any termination of the contract, no further payments shall be due from the CITY to CONTRACTOR unless and until CONTRACTOR has delivered to the CITY full sized and usable copies of all documents, designs, drawings, and specifications generated by CONTRACTOR in relation to the Project or the contract. No other payments, including any payment for lost profit or business opportunity, and no penalty shall be owed by CITY to CONTRACTOR in the event of termination upon notice. After termination, CONTRACTOR may complete other such work as it deems necessary, except that such work will be at its own expense and there shall be no "termination charge" whatsoever to CITY.

C. Termination for Cause. CITY may terminate the awarded contract for cause if CONTRACTOR fails to cure any breach of this Agreement within seven days after receipt of written notice specifying the breach.

D. Appropriation of Funds. Every payment obligation of the CITY under any contract is conditioned upon the availability of funds appropriated or allocated for payment of such obligation.

If funds are not allocated and available for the continuance of any contract, the contract may be terminated by the CITY at the end of the period for which funds are available. No liability shall accrue to the CITY in the event this provision is exercised, and CITY shall not be obligated or liable for any future payments or for any damages resulting from termination under this provision.

23. SIGNATURES

Signatures on all Contract Documents shall be submitted using software that provides the City with a certifiable digital signature such as Adobe, DocuSign, or other similar software. Signatures shall be in the name of the proposer and by a person authorized to sign the Contract Documents.

Signatures that do not comply with these requirements will not be accepted and will deem a proposal as non-responsive. The proposal must be executed personally by the vendor or duly authorized partner of the partnership or duly authorized officer of the corporation. If executed by an agent, a power of attorney or other evidence of authority to act on behalf of the vendor shall accompany the proposal to become a valid offer.

24. PROPOSAL AMOUNTS

Proposals should show net prices, extensions and net total where applicable. In case of conflict between unit price and extension, the unit price will govern.

25. WAIVER OF CLAIMS

Each Offeror by submission of a response to this RFP waives any claims it has or may have against the City and the City’s Representative(s) in this process and their respective employees, officers and elected officials, members, directors and partners, agents and representatives regarding the administration of the RFP process, the RFP evaluation, and the critique and selection of qualified Respondents. Submission of a proposal indicates the Offeror’s and Respondent’s acceptance of the evaluation technique set out in this Proposal. In this regard, Respondent acknowledges that the selection process and evaluations of proposals submitted constitute public information under Arizona law and Respondent waives any claim it has or may have regarding any information contained in or derived from such evaluations.

26. PURCHASE ORDERS

Purchase order(s) shall be generated by the City Purchasing Officer under the contract awarded to the successful Proposer. The purchase order number must appear on all itemized invoices and packing slips. The City will not be held responsible for any work orders placed and/or performed without a valid current purchase order number. Payment will be made for all services rendered and accepted by the contract administrator for which a valid invoice has been received. All payments made shall be made via automated clearing house (ACH).

27. RFP DOCUMENTS

At the time of issuance, the documents listed in the table of contents of this RFP are all of the original RFP documents included herein. Any addenda shall be issued and posted separately and shall indicate the date of issuance and addendum number and shall become part of the RFP documents.

28. DEBARMENT AND SUSPENSION

By submitting a proposal, the Proposer agrees that neither it, nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal, state or local department or agency.

29. CONFLICT OF INTEREST

The Proposer acknowledges that any contract(s) awarded under this RFP are subject to cancellation pursuant to the provisions of A.R.S. § 38-511.

SECTION 4 - SAMPLE SERVICES AGREEMENT

CITY OF SEDONA

CONTRACT FOR GOODS AND/OR SERVICES

This Contract for Goods and/or Services (“Agreement”) is entered into as of ________________________ (“Effective Date”), by and between the City of Sedona, an Arizona municipal corporation (“City”) and __________________________________________ (“Contractor”).

RECITALS

A. The City intends to purchase goods and/or services as defined by the Sedona City Code, Section 3.050.010, for the benefit of the public and with public funds as more fully set forth in the Scope of Work, Exhibit A, attached and incorporated herein by this reference.

B. The City desires to contract with Contractor to purchase the goods and/or services set forth in Exhibit A and Contractor desires to enter into this Agreement to provide the goods and/or services in accordance with terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and the covenants and promises contained in this Agreement, the parties agree as follows:

1. Term/Termination.

A. Term. The term of this Agreement begins on the Effective Date and terminates on

_______________________ or at such time as the work in the Scope of Work, Exhibit A, is completed, whichever occurs first.

B. Termination for Convenience. This Agreement is for the convenience of the City and may be immediately terminated without cause after receipt by the Contractor of written notice by the City.

Upon termination for convenience, City shall pay Contractor for all work previously authorized and performed prior to the date of termination. If, however, Contractor has substantially or materially breached the standards and terms of this Agreement, City shall have any remedy or right of set-off available at law and equity.

C. Termination for Cause. City may terminate this Agreement for cause if Contractor fails to cure any breach of this Agreement within the time frame specified by City in a written notice provided to Contractor specifying the breach and the requirements necessary to cure the breach. If the City terminates this Agreement for cause, the City may repurchase from another source and may recover the excess costs by (1) deduction from an unpaid balance due to Contractor; (2) invoicing the Contractor;

(3) collection against the Performance Bond if applicable, or (4) a combination of the aforementioned remedies or any other remedies as provided by law.

D. Payment Upon Termination for Convenience or for Cause. Upon any termination of this Agreement, no further payments shall be due from the City to Contractor unless and until Contractor has delivered to the City all documents and other work products prepared by Contractor in relation to this Agreement.

No other payments, including any payment for lost profit or business opportunity, and no penalty or termination charge is owed by City to Contractor in the event of termination.

E. Appropriation of Funds. Every payment obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for payment of such obligation. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by the City at the end of the period for which funds are available. No liability shall accrue to the City in the event this provision is exercised, and City shall not be obligated or liable for any future payments or for any damages resulting from termination under this provision.

F. Conflict of Interest. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

G. Extension for Procurement Purposes. Upon expiration of the Term of this Agreement, at the City’s discretion, this Agreement may be extended on a month-to-month basis for a maximum of six (6) months to allow for the City to complete its procurement processes to select a contractor to provide goods and/or services similar to those provided under this Agreement. There are no automatic renewals of this Agreement.

2. Scope of Work.

H. Contractor shall provide City the goods and/or services identified in the Scope of Work attached as

Exhibit A for _____________________________________ (the “Project”). No terms or conditions set forth or referenced in Exhibit A will be deemed accepted by the City; the terms and conditions of the contractual relationship between the parties are as set forth in this Agreement.

I. Contractor shall furnish all labor, materials, necessary tools, expendable equipment, and all utility and transportation services required to complete the Scope of Work. The City has no obligation to provide Contractor with any equipment, business registrations, licenses, tools, or materials. The Contractor shall work closely with the City and its designated employees. The Contractor shall perform the work required by and outlined in Exhibit A to the satisfaction of the City, exercising that degree of care, skill, diligence and judgment that is ordinarily exercised under similar circumstances by reputable members of its trade in conformity with the best standards in the industry at the time and locality where the services are provided.

J. Contractor Qualifications. The Contractor hereby warrants that it is qualified by experience, work force and materials to assume the responsibilities and complete the Scope of Work and has all requisite corporate authority and professional licenses in good standing that are required by law. As applicable, Contractor shall maintain a valid license through the Arizona Register of Contractors for any types of work or services provided for the Project required by A.R.S. §32-1122 and related provisions and obtain a business license from the City if applicable.

K. Ownership of Documents. All documents, including, but not limited to, correspondence, estimates, notes, recommendations, analyses, reports, data and studies that are prepared in the performance of this Agreement are to be, and shall remain, the property of the City and are to be delivered to the City before the final payment is made to the Contractor. Contractor hereby grants to the City an irrevocable, exclusive, royalty-free perpetual license to reproduce and use any and all data and documents (including electronic documents and files prepared or furnished by Contractor pursuant to this Agreement. Any modifications made by the City to any of Contractor’s documents, or any use, partial use or reuse of the documents without written authorization or adaptation by the Contractor will be at the City’s sole risk and without liability to the Contractor.

L. Compliance with Law. It is required that the work and services to be performed by Contractor pursuant to this Agreement shall be done in compliance with all applicable laws, ordinances, rules and regulations.

M. Inspection; Acceptance. All goods provided and/or services performed by Contractor are subject to inspection and acceptance by the City at reasonable times during Contractor’s performance.

N. Time. Time is of the essence for this Agreement. Contractor shall complete all items in the Scope of Work timely, efficiently and in accordance with any schedule set forth in Exhibit A.

O. Corrections. Contractor shall promptly provide, at no additional cost to the City, any and all corrections, modifications, additional documents, or other items that may be necessary to correct any errors and/or omissions in the goods provided and/or services performed as applicable to the Scope of Work.

P. Key Personnel. Contractor shall utilize the key personnel, if any, listed in Exhibit A. Contractor shall not change the listed key personnel, not utilize the listed key personnel, or utilize any other key personnel without prior written approval of the City. Any substituted personnel shall have the same or higher qualifications as the personnel being replaced.

Q. Notice to Proceed. Unless otherwise noted by City, complete execution of this Agreement by both parties constitutes official notice to proceed with the work.

3. Compensation; Billing.

R. City shall compensate Contractor as provided in the Scope of Work, Exhibit A.

S. The total purchase price for the goods and/or services purchased under this Agreement shall not exceed

T. Payment. Unless otherwise agreed to by the City in writing, Contractor will submit monthly invoices to the City. City will process and remit payment within thirty (30) days of receipt of goods and/or services and a properly completed invoice and payment will be delinquent only thirty (30) days after the date received by City. Payment may be subject to or conditioned upon City’s receipt of unconditional waivers and releases on final payment from all subcontractors. If a dispute over payment arises, Contractor shall continue to render services in a timely manner. Payment by the City does not constitute a waiver of any rights or claims by the City.

Unless approved in advance by the City in writing, payment will be made via the Automated Clearing House (ACH) network.

U. Invoices. No terms or conditions set forth or referenced in any invoice, purchase order, or similar document issued by Contractor will be deemed accepted by the City; the terms and conditions of the contractual relationship between the parties are as set forth in this Agreement. A properly completed invoice should contain, at a minimum, all of the following:

1. Contractor name, address, and contact information;

2. City PO Number;

3. Project name;

4. Date of service or delivery;

5. Description of goods or services provided;

6. If goods provided, the quantity delivered and pricing of each unit and if services are provided, the quantity of services and pricing of each service;

7. If applicable, mileage or travel costs; and

8. Total amount due.

V. Expenses. No reimbursable expenses or costs of any kind shall be paid by the City unless included in the Scope of Work, Exhibit A, or expressly approved by the City in writing before they are incurred.

Any approved reimbursable expenses will be paid at the actual cost without any markup and will be paid only after they are incurred.

W. Taxes. The price included in Scope of Work, Exhibit A, shall include all applicable sales taxes pursuant to Sedona City Code, Section 3.05.030. Contractor shall be solely responsible for any and all tax obligations which may result out of the Contractor’s performance of this Agreement. The City shall have no obligation to pay any amounts for taxes, of any type, incurred by the Contractor other than applicable sales tax specifically included in Exhibit A.

X. Disallowed Costs, Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost, such as an overpayment or a charge not in accordance with this Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice.

4. Amendments. Changes to the Scope of Work, Compensation, or Term of this Agreement require a written

Amendment signed by both parties. If Contractor proceeds without such written amendment, Contractor shall be deemed to have waived any claims of unjust enrichment, quantum meruit or implied contract.

5. Indemnification. To the fullest extent permitted by law, Contractor will indemnify, defend and hold harmless City, and each council member, officers, boards, commissions, officials, employee or agent thereof (collectively the City and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) relate to, arise out of, or are caused by, or in connection with the negligent acts or omissions, recklessness or intentional misconduct of Contractor, its officers, employees, agents or any tier of subcontractor in connection with Contractor’s performance of this Agreement. In consideration of the award of this Agreement, Contractor agrees to waive all rights of subrogation against the Indemnified Party for losses arising from the performance of the Scope of Work by Contractor for the City. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. This indemnification provision shall survive the expiration of the Agreement.

6. Insurance.

a. General. The Contractor agrees to procure and maintain in force during the term of this Agreement, at its own cost, the following insurance coverages as required by the City. The Contractor shall submit certificate(s) of insurance from the Contractor’s insurance carrier(s) and any applicable endorsements to the City contact identified in Section 14 of this Agreement for review and approval by the City. The Certificate shall specifically identify this Agreement/Project and shall provide coverages afforded under the policies shall not be cancelled, terminated, or limits reduced until at least thirty (30) days prior written notice has been given to the City.

i. Worker’s Compensation Insurance:

Coverage A: Statutory benefits as required by the Labor Code of the State of Arizona.

Coverage B: Employer’s Liability

Bodily Injury by accident $1,000,000.00 each accident Bodily Injury by disease $1,000,000.00 policy limit

Bodily Injury by disease $1,000,000.00 each employee

ii. Commercial General Liability Insurance (Occurrence Form) with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000.00) each occurrence and TWO MILLION DOLLARS ($2,000,000.00) general aggregate.

iii. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) for any one occurrence, for each of the Contractor’s owned, hired, scheduled, or non-owned automobiles assigned to or used in the performance of the Scope of Work.

b. All policies shall provide primary coverage and waivers of subrogation by endorsement or otherwise.

A waiver of subrogation shall be effective as to any person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay for the insurance premium directly or indirectly and whether or not the person or entity had an insurable interest in the property damaged. Blanket endorsements are acceptable.

c. The following policies shall include Additional Insured endorsements with the City of Sedona as the additional insured: Automobile Liability Insurance and Commercial General Liability. Blanket endorsements are acceptable.

d. All required insurance coverages shall be procured and maintained with forms and insurers acceptable to

City, acceptance of which shall not be unreasonably withheld. All coverages shall be continuously maintained to cover all liability, claims, demands and other obligations assumed by the Contractor pursuant this Agreement. In the case of any claims made to the policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

e. All policies must be written by insurance companies whose rating, in the most recent AM Best’s Rating

Guide, is not less than A-VII or higher.

f. Failure on the part of Contractor to procure or maintain policies providing the required coverages, conditions and minimum limits shall constitute a Material Breach of Contract upon which City may immediately terminate this Agreement, or at its discretion, City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by the Contractor to City upon demand, or City may offset the cost of the premiums against any monies due to Contractor from City.

g. City reserves the right to request and receive a certified copy of any policy and any pertinent endorsement thereto. Contractor agrees to execute any and all documents necessary to allow City access to any and all insurance policies and endorsements pertaining to this Agreement.

h. City reserves the right to require higher limits of liability coverage if, in the City’s opinion, operations or services create higher than normal hazards.

7. Licenses and Permits. Contractor and any subcontractors shall maintain and keep current any Federal, State, and local licenses and permits required as applicable to this Agreement.

8. Non-Assignability. Neither this Agreement, nor any of the rights or obligations of the parties hereto, shall be assigned by either party without the written consent of the other.

9. Venue; Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by the laws of the State of Arizona, and any legal action concerning the provisions hereof shall be brought in the County of Yavapai, State of Arizona. Both parties hereby waive any right to a jury trial which they may otherwise have in the event of litigation arising out of this Agreement or the subject matter thereof and consent to a trial to the court.

10. Independent Contractor. Contractor is an independent contractor. Notwithstanding any provision appearing in this Agreement, and any exhibits and/or addenda, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes.