HVAC_Maintenance__Repair__and_Replacement_Services_(Addendum__1_Revision).pdf

REQUEST FOR PROPOSALS

26-074

HVAC MAINTENANCE, REPAIR, AND

REPLACEMENT SERVICES

Town of Florence

775 North Main Street

Florence, AZ 85132

RELEASE DATE: June 25, 2026

DEADLINE FOR QUESTIONS: July 20, 2026

RESPONSE DEADLINE: July 23, 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

REQUEST FOR PROPOSALS

HVAC Maintenance, Repair, and Replacement Services

I. Notice of Request for Proposals II. Introduction

III. Scope of Services IV. Selection Procedure and Evaluation Criteria V. Proposal Requirements

VI. Vendor Questionnaire VII. Special Terms and Conditions VIII. General Terms and Conditions of Contract IX. Pricing Proposal

Attachments:

A - HVAC INVENTORY 2026

B - Draft Services Contract

Request For Proposals #26-074 Title: HVAC Maintenance, Repair, and Replacement Services

1. Notice of Request for Proposals

The Town of Florence (“Town”) will accept sealed proposals submitted electronically via the Town’s e-Procurement Portal, OpenGov, accessible at https://procurement.opengov.com/portal/florenceaz/projects/261470. This Request for

Proposals (“RFP”) is for: On-Call HVAC Maintenance, Repair and Replacement

Services.

The Town reserves the right to revise or amend the specifications prior to the proposal due date. Any such revisions will be issued through written addenda. The Town further reserves the right to accept or reject any or all proposals, in whole or in part, cancel this solicitation at any time prior to award, and waive any informalities or minor irregularities.

Offerors shall not be compensated for proposal preparation costs, regardless of whether an award is made.

Proposals must be submitted electronically via the Portal by the date and time specified above. Late submissions will not be accepted. Submissions provided by any other means, including mail, hand delivery, facsimile, or email, will not be considered.

The Town is not responsible for late or failed submissions due to internet connectivity issues, hardware or software failures, power outages, network restrictions, or other technical difficulties. It is the sole responsibility of the proposer to ensure their submission is completed successfully prior to the deadline. A submission is considered complete once the status reflects “Submitted” in the Portal and a confirmation email is received.

https://procurement.opengov.com/portal/florenceaz/projects/261470

2. Introduction

2.1. Summary

The Town of Florence (“Town”) is requesting proposals from qualified Heating, Ventilation, and Air Conditioning (HVAC) contractors to provide labor, materials, transportation, quality control, and management for maintenance, repair and replacement services for HVAC systems at various Town-owned facilities. Services will be performed on an as-needed basis and may include troubleshooting, repair, and replacement of system components. Preventative maintenance is not included under this solicitation.

2.2. Background

The Town of Florence operates a variety of facilities, including administrative offices, public safety buildings, public works facilities, and community spaces, all of which rely on properly functioning heating, ventilation, and air conditioning (HVAC) systems to maintain safe, comfortable, and operational environments for employees and the public.

The purpose of this Request for Proposals (RFP) is to establish up to three (3) contracts with qualified contractors, to provide timely, cost-effective, and code-compliant HVAC repair and replacement services for Town facilities. The intent of this solicitation is to reduce equipment downtime, support reliable facility operations, and extend the useful life of HVAC systems while maintaining efficiency and system performance.

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:

Public Works - Facilities Maintenance

2.4. Timeline

Please note the Proposal Submission Deadline time. Proposals will not be accepted after this programmed time. For example: If the 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

(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 June 25, 2026 mailto:suzi.williams@florenceaz.gov tel:(520)868-7604

Pre-Proposal Meeting (Non-

Mandatory)

July 16, 2026, 9:00am

444 N. Warner Street, Florence, AZ 85132

Question Submission Deadline July 20, 2026, 10:00am

Proposal Submission Deadline July 23, 2026, 10:00am

3. Scope of Services

3.1. Scope of Services

The Town of Florence (“Town”) seeks to contract with highly qualified, experienced, and properly licensed contractor(s) to provide continuing contract services for HVAC repair and replacement services on an as-needed basis for Town-owned buildings and facilities. Services performed under this contract shall include, but are not limited to, heating, air conditioning, ventilation, piping, and related HVAC equipment. The

Contractor shall comply with all applicable federal, state, and local codes, regulations, and requirements when performing work under this Contract.

The Contractor shall provide services as requested at Town facilities, both interior and exterior, based on negotiated hourly labor rates and pricing for parts and materials. The

Contractor shall be responsible for all costs associated with providing supervision, labor, equipment, tools, materials, and incidentals necessary to complete the work, including but not limited to disposal fees and equipment rentals.

The Contractor shall be solely responsible for obtaining all required permits for work performed under this Contract and ensuring all required inspections are completed and approved. When design drawings sealed by a licensed professional engineer are required, the Contractor shall be responsible for obtaining such documentation.

3.2. Description of Services

1. Repair Services

The contractor shall diagnose issues and perform repairs on HVAC systems and components as requested by the Town.

Services include, but are not limited to:

• Troubleshooting and repair of HVAC equipment and related components

• Providing written estimates for non-routine or major repairs

• Use of new, manufacturer-approved or equivalent parts and materials

• Coordination of system shutdowns with Town staff to minimize operational disruption

• Documentation of all services performed, including parts used, labor hours, and equipment affected, in detailed service reports

2. Replacement and Installation Services

When repairs are not cost-effective or equipment has reached the end of its useful life, the contractor may be requested to provide replacement services.

Services include:

• Evaluation of existing system conditions and preparation of written recommendations, including life-cycle and energy efficiency considerations

• Preparation of detailed quotations including equipment specifications, model numbers, capacities, efficiency ratings, and warranty information

• Removal and proper disposal of existing equipment in compliance with all applicable environmental regulations, including refrigerants and hazardous materials

• Installation and commissioning of new equipment in accordance with manufacturer specifications, applicable codes, and industry best practices

• Provision of startup reports and operation and maintenance (O&M) documentation

3. Emergency and Call-Out Services

The contractor shall provide 24 hours per day, 7 days per week, 365 days per year services for HVAC emergencies.

Requirements include:

• Acknowledging emergency service requests within a timeframe specified by the

Town

• On-site response within a timeframe specified by the Town

• Prioritizing critical facilities, including public safety and water/wastewater operations

• Clearly identifying emergency response rates, after-hours rates, and any applicable minimum charges in the proposal

3.3. Facilities and Equipment List

The Town will provide a list of facilities and major HVAC equipment covered under this contract as an Attachment "A" to this RFP, which may include, but is not limited to, Town Hall, the Police Department, Fire Stations, Public Works facilities, the Library, Community Center, and Wastewater facilities.

The contractor shall verify the existing equipment inventory during the initial walkthrough and shall be responsible for updating the inventory as systems are added, removed, or replaced throughout the term of the contract.

3.4. Safety Requirements

The successful contractor shall maintain, at a minimum, the following requirements:

• Compliance with all OSHA regulations and applicable federal, state, and local safety standards, including but not limited to lockout/tagout procedures, fall protection requirements, and proper refrigerant handling practices.

• Assurance that all employees comply with Town safety protocols, security procedures, and site-specific requirements while working on Town property.

4. Selection Procedure and Evaluation Criteria

A Selection Committee comprised of Town staff will evaluate and rank all proposals.

Proposals will be evaluated based on the criteria outlined in this solicitation. The

Committee may, at its discretion, conduct interviews with a short list of the highest-ranked proposers. Based on the results of the evaluation and any interviews conducted, selected firms may be invited to provide presentations to the Committee.

Following the evaluation process, the Selection Committee will finalize rankings and recommend the proposer(s) whose qualifications and proposed services are determined to be most advantageous to the Town.

The Town reserves the right to adjust evaluation criteria scoring, request additional information, or clarify proposal responses as needed during the evaluation process.

Investigations: The Selection Committee may conduct such investigations as it deems necessary to determine the ability of the proposer to perform the required services. The

Town reserves the right to inspect the proposer’s facilities or operations prior to award to verify capabilities and resources.

No. Evaluation Criteria Scoring Method Weight (Points)

1. Understanding Scope of Work Points Based 25 (25% of Total)

2. Qualifications and Experience Points Based 25 (25% of Total)

3. Response Time & Service Capacity Points Based 30 (30% of Total)

4. Cost Proposal Points Based 20 (20% of Total)

5. Proposal Requirements

A. Proposals shall be signed by an authorized representative of the Offeror. All requested information must be submitted. Failure to provide complete information may result in the Town requesting clarification or additional materials and/or may impact the evaluation of the proposal. Proposals that are substantially incomplete or lack key information may be deemed non-responsive and rejected. Mandatory requirements are those required by law, regulation, or the terms of this solicitation and are not subject to waiver or negotiation.

B. All materials submitted in response to this RFP become the property of the Town of Florence and are subject to public disclosure in accordance with applicable

Arizona public records laws. If an Offeror believes that any portion of its proposal contains proprietary or confidential information, the Offeror must clearly identify such information at the time of submission and provide a written justification for its protection. Proprietary or confidential information must be specifically identified and clearly marked (e.g., highlighted or labeled) and limited only to the portions of the proposal that qualify for such protection. Blanket designations of entire proposals, pricing, or large sections of content as confidential or proprietary are not acceptable and may result in rejection of the proposal.

5.1. Submittal Requirements

Proposals must include, at a minimum, the following information:

• A cover letter summarizing the firm’s interest in the project and understanding of the required services. (Maximum of 1 pages.)

• A company profile, including years in business, office location(s), and key personnel assigned to the contract. (Maximum of 2 pages.)

• A detailed description of the proposed HVAC repair and replacement service approach, including staffing, response procedures, and overall methodology.

(Maximum of 3 pages.)

• Provide at least three (3) references from current or recent clients for similar services, preferably from municipalities, school districts, or other public agencies.

• Copy of all required licenses, registrations, and insurance coverage.

6. Vendor Questionnaire

Please submit all downloaded forms in PDF format

6.1. Submit Proposal *

Upload your proposal here.

Please review Submittal Requirements and include all information requested.

*Response required

6.2. Additional Fees (not noted in Pricing Table)

Please upload your complete Additional Fees cost form here. Please make sure that this information is NOT included in the RFP Response Area

This upload is only for any additional fees. Please ensure you have completed the

Pricing Table on the Pricing Proposal tab.

6.3. Additional Discounts not included on the Pricing Table

Please upload additional discounts here

6.4. Response Time*

Offeror will provide qualified personnel and resources required to perform work/services as specified. Business is located (check one)

☐ within the Town of Florence

☐ within 10 miles

☐ within 11-25 miles

☐ within 26-50 miles

☐ Other (indicate in next question)

*Response required

6.5. Response Time Cont.*

If you selected "Other" previously, indicate miles from business location.

Ex.) within _____ miles of the Town limits (or type N/A)

*Response required

6.6. How many years has your organization been in business?*

*Response required

6.7. How many years has your organization been in business under its present name?*

*Response required

6.8. Number of Employees*

Bidders shall indicate below the number of employees who will be available to perform the services for the Town as specified herein.

*Response required

6.9. CONTRACTOR'S DATA SHEET

6.9.1. Verify that required insurance coverage is available (insurance certificates need not be submitted until the award stage).* ☐ Please confirm

*Response required

6.9.2. Debarment/Suspension List*

Firms shall confirm in writing that they are not currently on any debarment or suspension list of any local, state or federal government. Any firm found to be listed shall be rejected as non-responsive.

☐ Please confirm

*Response required

6.9.3. W-9*

Please upload your complete W-9 here

*Response required

6.10. Deviation/Compliance Certification

6.10.1. Deviation/Compliance Certification*

If the undersigned Bidder intends to deviate from the terms and requirements of any

Contract Documents made a part of this solicitation, all such deviations shall be listed on this certification form, with complete detailed conditions and information included or attached. The Town may consider any deviations in its review, scoring and award decisions, and the Town reserves the right to accept or reject any proposal, offer, or bid based upon any deviations indicated herein or in any attachments hereto.

In the absence of any deviation entry on this form, the Bidder agrees, certifies, and warrants the Town of their full compliance with all Contract Documents, and all other information contained in this solicitation.

Please list any deviations below:

☐ The Offeror takes no exceptions or modifications to the terms and conditions of the

Solicitation. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.)

☐ The Offer requests the exceptions or modifications set forth below and attached hereto to the terms and conditions of the Solicitation: (Note: All requested exceptions/deviations must be clearly explained. Reference the specific language that you are taking exceptions/deviations to. Unacceptable exceptions shall remove your proposal from consideration for award. Town of Florence shall be the sole judge on the acceptance of exceptions/deviations and their decision shall be final.)

6.10.2. Exception Requested*

If you requested an exception under the DEVIATION/COMPLIANCE CERTIFICATION, please clearly explain the requested exception/deviation. Reference the specific language that you are taking exceptions/deviations to. Unacceptable exceptions shall remove your proposal from consideration for award. Town of Florence shall be the sole judge on the acceptance of exceptions/deviations and their decision shall be final.)

Enter N/A if this does not apply

*Response required

6.11. Request for Confidentiality of Proprietary Information

Explanatory Note: The purpose of this question is to request that the Town treat as confidential specific information in the Offer that the Offeror or Bidder believes is a trade secret or other proprietary information. All information that is the subject of the request for confidentiality must be designated on the question below reflecting the page number and paragraph of the Offer in which it appears. An explanatory statement for the request must be clearly set forth in this question. The Town Manager shall review the statement and provide the determination in writing whether the information shall be protected. If the Town Manager determines that the information shall be protected from disclosure, the Procurement Officer 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.

6.11.1. Request for Confidentiality of Proprietary Information * The Offeror, by the undersigned representative, requests that the specific information, described below and identified on the page or pages of the Offer in which it appears, be treated as confidential information and protected from disclosure to the public.

1. Description of specific information that is the subject of the request.

2. The reason or reasons why the information should be treated as confidential.

Enter N/A if this does not apply

6.12. List of Subcontractors

The Contractor must list below the Trade, Company name, license and classification numbers of all qualified subcontractors and/or suppliers they will employ for the various portions of the work indicated. Failure on the part of the Contractor to complete this list properly may constitute sufficient grounds to reject the bid. If no subcontractors will be listed please indicate with a N/A.

Example: Trade, Company Name, ROC License #, ROC License Classification

6.12.1. List of Subcontractors*

The Contractor must list below the Trade, Company name, license and classification numbers of all qualified subcontractors and/or suppliers they will employ for the various portions of the work indicated. Failure on the part of the Contractor to complete this list properly may constitute sufficient grounds to reject the bid. If no subcontractors will be listed please indicate with a N/A

Example: Trade, Company Name, ROC License #, ROC License Classification

*Response required

6.13. Non-Collusion Affidavit

6.13.1. Non-Collusion Affidavit*

You the Vendor do confirm that your persons, corporation, or company who makes the accompanying Proposal, having first been duly sworn, deposes and says:

That such Proposal is genuine and not sham or collusive, nor made in the interest of, or behalf of, any persons not herein named, and that the Offeror has not directly or indirectly induced or solicited any other Offeror to put in a sham proposal, or any other person, firm or corporation to refrain from offering, and that the Offeror has not in any manner sought by collusion to secure for itself an advantage over any other Offeror.

☐ Please confirm

*Response required

6.14. Requested Forms

Complete the following downloadable forms and upload them in their respective questions. Upload all other required documents in their respective questions.

6.15. Data Verification Questions

These questions will be utilized to confirm information you provide

6.15.1. System Award Management Verification*

Please enter your company's Legal Name and/or dba Name:

*Response required

6.15.2. Arizona Corporation Commission*

Please enter your company's Legal Name and/or dba Name:

*Response required

6.15.3. Arizona Registrar of Contractors*

Please enter your ROC License #. If not applicable, enter N/A in the response area.

6.16. Town of Florence Business License

6.16.1. Business License Requirement*

Do you confirm that you understand that a Business License with the Town of Florence is required?

☐ Yes

☐ No

*Response required

6.16.2. Current Business License*

Do you currently have a business license with the Town of Florence?

☐ Yes

☐ No

*Response required

6.17. Required Questions

6.17.1. Participation in Boycott of Israel*

All materials submitted as part of a response to a solicitation are subject to Arizona public records law and will be disclosed if there is an appropriate public records request at the time of or after the award of the contract. Recently legislation has been enacted to prohibit the Town of Florence from contracting with companies currently engaged in a boycott of Israel. To ensure compliance with A.R.S. §35-393.01, this form must be completed and returned with the response to the solicitation and any supporting information to assist the Town in making its determination of compliance.

As defined by A.R.S. §35-393.01:

1. "Boycott" means engaging in a refusal to deal, terminating business activities, or performing other actions that are intended to limit commercial relations with Israel or with persons or entities doing business in Israel or in territories controlled by Israel, if those actions are taken either:

(a) In compliance with or adherence to calls for a boycott of Israel other than those boycotts to which 50 United States Code section 4607(c) applies.

(b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a valid business reason.

2."Company" means a sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company or other entity or business association, and includes a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate.

3."Direct holdings" means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

4 ."Indirect holdings" means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either:

(a) together with other investors that are not subject to this section.

(b) that are held in an index fund.

5 .”Public entity" means the Town of Florence(“Town”), a political subdivision of this

STATE or an agency, board, commission or department of this Town or a political subdivision of this Town

6.” Public fund" means the state treasurer or a retirement system.

7." Restricted companies" means companies that boycott Israel.

8. "Retirement system" means a retirement plan or system that is established by or pursuant to title 38.

By submitting this certification, proposer agrees to indemnify and hold the Town of

Florence, its agents, and employees, harmless from any claims or causes of action relating to the Town’s action based upon reliance on the above representations, including the payment of all costs and attorney’s fees incurred by the Town in defending such an action.

All offerors/vendors must select one of the following and thereby certify that:

☐ My company does not participate in and agrees not to participate in during the term of the contract a boycott of Israel in accordance with A.R.S. §35-393.01. I understand that my entire response will become public record.

☐ My company does participate in a boycott of Israel as defined by A.R.S. §35-393.01.

*Response required

6.17.2. Participation in Forced Labor of Ethnic Uyghurs*

Pursuant to A.R.S. § 35-394, the Contractor certifies that it is not currently engaged in the use of forced labor, using any goods produced by forced labor or contractors or subcontractors that utilize the forced labor of Ethnic Uyghurs in the People’s Republic of

China.

☐ My company does not participate in and agrees not to participate in, during the term of the contract, the forced labor of Ethnic Uyghurs in the People's Republic of China in accordance with A.R.S. §35-394.

☐ My company does participate in the forced labor of Ethnic Uyghurs in the People's

Republic of China as defined by A.R.S. §35-394.

7. Special Terms and Conditions

7.1. Award

The Town intends to award up to three (3) contracts, as a result of this solicitation with a contract value of $60,000 per contract. However, if the Town determines, in its sole discretion, that only one Offeror is fully qualified or that one Offeror is clearly more qualified and suitable than the others, the Town may elect to negotiate and award a contract to that Offeror.

The Selection Committee will recommend the most qualified firm(s) to the Town

Manager for final award.

7.2. Term of Contract and Extensions

A. Contract Term. The initial term of the Contract shall be two (2) calendar years from the effective date of Contract Award .

B. Contract Extension. By mutual written agreement between Town and Contractor, the Contract may be extended for up to three (3) 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, Contractors' 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. Month-to-Month Extension. Town may offer month-to-month extensions if that is determined to be in the best interests of Town.

8. General Terms and Conditions of Contract

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 Terms and Conditions, if any, of this solicitation.

8.1. 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 their 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-approved contract, purchase order or notice to proceed 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 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.

8.2. 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 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.

8.3. Contract Amendments

A. Amendments. The Contract is issued under the authority of the Town Council.

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 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.

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.

8.4. Contract Claims

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

8.5. Contract Interpretation

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

Florence Procurement Policy.

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.

8.6. 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.

8.7. 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 doing business with a company that is in violation of the Export

Administration Act.

E. Forced Labor of Ethnic Uyghurs. In accordance with A.R.S. §35-394, Town is prohibited from entering into or renewing a contract with a company that: uses the forced labor of ethnic Uyghurs in the People's Republic of China, uses any goods or services produced by the forced labor of ethnic Uyghurs in the People's

Republic of China, or uses any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic

Uyghurs in the People's Republic of China.

8.8. Insurance and Safety

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

Additional Insured Text in the Description of Operations Box:

On the endorsements for Town’s additional insured coverages and waiver of subrogation, please use the following language:

“The Town of Florence, its Mayor and Council members, its departments, boards, commissions, and its officers, officials, agents, representatives, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor, including automobiles owned, leased, hired, or borrowed by the Contractor. Waiver of Subrogation in favor of the Town of

Florence, its Mayor and Council members, its departments, boards, commissions, and its officers, officials, agents, representatives, and employees for losses arising from work performed by or on behalf of the Contractor. Coverage is primary and non-contributory. As required by written contract.”

8.9. 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.

8.10. 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.

http://www.florenceaz.gov/business/ http://www.florenceaz.gov/business/

B. Issuance of Purchase Order. Before any goods and/or services can be ordered and/or requested a Town Purchase Order/Purchase Order number must be issued to the Contractor.

C. 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.

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

E. 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.

F. 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 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.

8.11. 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 Town Manager a fully documented request for a price increase not more than ninety (90) days and not less than sixty (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 Town Manager shall determine whether the requested price increase or any other option is in the best interest of Town. The Town Manager 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.

8.12. 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.

8.13. 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 and its 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, Attorney 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…