IFB-2500018281.pdf

Brandon Morgan, Procurement Officer Publish: The Territorial: October 15th, 16th, 17th, and 20th

PIMA COUNTY NOTICE OF INVITATION FOR BIDS (IFB)

Solicitation Number: IFB-2500018281

Title: Digester and Centrifuge Sludge Feed Tank Cleaning

DUE IN AND OPENS: November 13, 2025 AT OR BEFORE 2:00 P.M. LOCAL TUCSON, AZ TIME (MST)

Submit Bid to:

Online submissions to the BidNet solicitation portal only

Remote Pre-Bid Conference:

October 22, 2025 AT 10:00 A.M. LOCAL TUCSON AZ TIME (MST) Pima County Procurement Department 150 West Congress, 5th Floor Tucson, Arizona 85701 MS Teams Meeting Link: LINK

SOLICITATION: Pima County (“County”) is soliciting bids from Offerors qualified, responsible, and willing to provide Digester & Centrifuge Sludge Feed Tank Cleaning services on an as required basis in compliance with all solicitation specifications and requirements contained or referenced herein.

GENERAL DESCRIPTION: Pima County seeks to establish a Multi-Supplier Contract (SC) to provide the Wastewater Division of Pima County (“County”) with Digester & Centrifuge Sludge Feed Tank Cleaning services on an “as required basis” by issue of Delivery Order (“DO”) per specifications and requirements described herein.

You may download a full copy of this solicitation at https://www.bidnetdirect.com/solicitations/open-bids/ by searching and selecting the solicitation number. Offerors are required to check this website for amendments prior to the “Due In and Opens” date and time to assure that the bid incorporates all amendments. Prospective Offerors may also pick up a copy, Monday through Friday excluding legal holidays (as observed by County, https://webcms.pima.gov/cms/one.aspx?portalId=169&pageId=2976), 8 A.M. to 5 P.M. LOCAL TUCSON ARIZONA TIME (MST), at the address listed above.

PRE-BID CONFERENCE: County will hold a Pre-Bid Conference, via an MS Teams Meeting only, for the purpose of clarifying requirements and answering prospective Offeror questions. It is the responsibility of Prospective Offerors to familiarize themselves with all requirements of the solicitation and to identify any issues at the conference. Attendance is Optional. Remote participation is via the MS Teams Meeting link included above.

MS TEAMS BID OPENING: County will publicly open bids, via an MS Teams Meeting only, immediately after the “Due In and Opens” date and time at the location as stated above or as subsequently changed by a solicitation amendment. County will read each respondent’s name and total bid amount. County invites all interested parties to attend the opening. Remote participation is via the following MS Teams Meeting link: LINK

Offerors must submit bids as required in the Instructions to Offerors, in accordance with the Standard Terms and Conditions, and all solicitation documents either referenced or included herein. Failure to do so may be cause for County to reject a bid as “Non-Responsive.”

Offerors must complete and return those documents identified in Section 4, Submission of Bids of the Instructions to Offerors document.

Offerors may not withdraw bids for sixty (60) days after opening except as allowed by Pima County Procurement Code.

Bonds are not required.

OFFERORS ARE REQUIRED TO READ THE ENTIRE SOLICITATION, INCLUDING ALL REFERENCED DOCUMENTS, ASSURE THAT THEY ARE WILLING AND ABLE TO COMPLY, AND INCORPORATE ALL ASSOCIATED COSTS IN

THEIR BID.

County will not accept verbal requests for clarifications or interpretations. Offerors must submit any questions or deviation requests through the BidNet solicitation portal.

All submittals must reference the Solicitation Number and Title. County may not answer any questions that Offerors submit within eight (8) days of the solicitation “Due in and Opens” Date and Time.

https://teams.microsoft.com/l/meetup-join/19%3ameeting_NzJkYmU5ZWMtZjMxNy00MGYwLWI5OWMtZGZmMTgyNzBlNmZl%40thread.v2/0?context=%7b%22Tid%22%3a%2233b6e2c3-0b1a-4879-b741-47461a6c1a89%22%2c%22Oid%22%3a%22c4992f47-6456-4382-aeb0-03665ebd6a56%22%7d https://www.bidnetdirect.com/solicitations/open-bids/ https://webcms.pima.gov/cms/one.aspx?portalId=169&pageId=2976 https://teams.microsoft.com/l/meetup-join/19%3ameeting_NGQ1NDdlMzktY2FjZi00NGMyLTg2YzItOTY2YTlhZjgxMGQz%40thread.v2/0?context=%7b%22Tid%22%3a%2233b6e2c3-0b1a-4879-b741-47461a6c1a89%22%2c%22Oid%22%3a%22c4992f47-6456-4382-aeb0-03665ebd6a56%22%7d

Solicitation No. IFB-2500018281 Title: Digester and Centrifuge Sludge Feed Tank Cleaning

Instructions to Offerors Page 1 of 4 Revised March 2025

INSTRUCTIONS TO OFFERORS

FAILURE TO COMPLY MAY CAUSE COUNTY TO IMPROPERLY EVALUATE THE BID OR TO CONSIDER THE BID TO

BE “NON-RESPONSIVE”

1. PREPARATION OF RESPONSES

Offeror’s submission must use the forms contained in the solicitation. Offerors must print, in ink, or type all prices and notations. Erasures are NOT permitted. Offerors must cross out errors and print in ink or type corrections adjacent to the error, and the person signing the bid will initial any such correction. Pima County (“County”) prefers typed responses.

All bids must, if appropriate, indicate the registered trade name, stock number, and packaging of the items included in the bid.

Any surety required by this solicitation may be in the form of a bond, cashier's check or certificate of deposit made payable to Pima County. Personal or company checks are not acceptable.

2. OFFER AGREEMENT for Digester and Centrifuge Sludge Feed Tank Cleaning An authorized representative of Offeror MUST complete the Offer Agreement document and sign the Section 17 Bid/Offer Certification page of the Offer Agreement, certifying that the Offeror is willing and able to meet all requirements of the solicitation. The completed and signed Offer Agreement becomes a binding offer once submitted by Offeror and opened by County on the “Due In and Opens” date. Once County accepts and executes the Offer Agreement, as described below in Section 10 Award of the Instructions to Offeror and Section 2 Contract Term, Renewals, Extensions and Revisions of the Offer Agreement, the Offer Agreement becomes a binding contract between Offeror and County for the goods and services described therein.

2.1. Contractor Minimum Qualifications

In order for County to evaluate and consider bids for award, they must be “Responsive” and “Responsible”.

“Responsive” means that the submitted bid documents conform in all material respects to the requirements in the solicitation. “Responsible”, means that Offerors document and substantiate their capability to fully perform all requirements of the solicitation. Factors include and may not be limited to experience, integrity, perseverance, reliability, capacity, facilities, equipment, credit and any other matter necessary to provide the performance that the solicitation requires. The Contractor Minimum Qualifications section of the Offer Agreement establishes the Offeror’s capacity and responsibility for providing the services or products solicited. To be evaluated and considered for award of contract, Offeror must submit with the Offer Agreement all documents specified in Section 3 Contractor Minimum Qualifications of the Offer Agreement. If requested in that section, Offeror must list the license numbers or descriptions and other information requested.

Suppliers must have been in the business of providing this service for a minimum of three (3) consecutive years including the current year.

Suppliers must have a Confined Space Entry Program that meets OSHA. All Supplier’s employees involved with Confined Space Entries must be trained to meet OSHA Regulation 1910.146. (Submitted to County prior to beginning performing work)

2.2. Unit Prices & Bid/Offer Certification

Offerors must fully complete unit prices in the Documents and Items tab in the BidNet solicitation portal.

Unless otherwise stated, Offeror must provide a Unit Price for all items included in the Offer Agreement Unit Prices schedule. Offeror must provide requested information and data in the precise manner that County requests. Product descriptions must provide sufficient information for the product being offered. Offeror’s unit prices must include all costs required to implement and actively conduct and document cost control and reduction activities. Offeror’s unit prices must not include taxes applied to the unit price and legally applicable to County purchase transactions. Offeror’s unit prices must include all costs incidental to the provision of the good or services being solicited. Offerors must price each item separately.

County may question, clarify, and correct obvious errors.

Instructions to Offerors Page 2 of 4

3. SPECIFICATION DEVIATIONS

The specifications of the Offer Agreement identify the kind and quality of goods or services Offeror will provide without being unnecessarily restrictive and allow Offeror to provide the information needed for the development of consistent and comprehensive bids.

Equipment brand names, models, and numbers, when given, identify a level of quality, equivalent performance, and dimensional specifications, and are for reference only, unless the solicitation otherwise specifies.

Failure to perform appropriate research, discovery, examine any drawings, specifications, and instructions will be at the Offeror's sole risk.

Items included in Offeror’s bid must meet the specifications and requirements in the solicitation.

Offeror may request deviations that specifically document and clearly illustrate the requested deviation to the particular specification or the requirement in this solicitation and fully explain the requested deviation’s impact on the end performance of the item. Offerors must submit deviation requests to County prior to the initial “Due In and Opens” date. County may not answer requests submitted within eight (8) days of the “Due In and Opens” date. County may accept or reject deviation requests in accordance with the Pima County Procurement Code.

County may consider conditional bids that do not conform to or that request exceptions to the published solicitation (and amendments) as “Non-Responsive” and may not evaluate them.

4. SUBMISSION OF BIDS

County will consider Offeror’s submission of a signed Offer Agreement to be a firm offer that will become a binding contract once County issues a system-generated Supplier Contract (SC) or Purchase Order (PO) to the successful Offeror.

Offerors must complete, execute, and submit their full and complete response online to the BidNet solicitation portal.

A COMPLETE & SIGNED OFFER AGREEMENT MUST BE SUBMITTED. A complete Offer Agreement includes:

1. All fourteen (14) pages of the Offer Agreement, with the following sections and their requirements completed by the Offeror:

• Section 3: Contractor Minimum Qualifications and supporting documents o Copy of Business License o Confined Space Entry Program that meets OSHA Regulations

• Section 5: Sustainability

• Section 8: Compensation & Payment

• Section 15: Acknowledgement of Solicitation Amendments

• Section 17: Bid/Offer Certification Page

2. Any other documents required by the solicitation.

NOTE: Insurance certification, and Performance Bond if applicable, documents will be required from the successful Offeror within two (2) business days after County posts the Notice of Recommendation for Award on the Procurement website.

An authorized agent of Offeror must sign bids and submit their response to the BidNet solicitation portal and not later than the “Due In and Opens” date and time specified in the IFB.

County will not accept emailed or faxed bids. Only bids submitted through the BidNet solicitation portal will be accepted.

Offeror’s failure to comply with the solicitation requirements, including but not limited to submittals that do not contain all documents, or that modify the solicitation requirements, may be cause for County to reject Offeror’s bid as “Non- Responsive” and not evaluate it.

Instructions to Offerors Page 3 of 4

5. INQUIRIES & CLARIFICATIONS

All inquiries to County regarding this solicitation must be submitted via the BidNet solicitation portal. No oral interpretations or clarifications made by County to any Offeror as to the meaning of any of the solicitation documents will be binding on County. If a prospective Offeror believes a solicitation requirement is needlessly restrictive, unfair, or unclear, Offeror must notify the Pima County Procurement Department in writing identifying the solicitation number, page and paragraph number and clearly state the issue and suggested solution prior to the “Due In and Opens” date.

County will respond to inquiries and issue clarifications through the BidNet solicitation portal and/or by written solicitation amendment posted to the BidNet solicitation portal. County may not answer issues identified less than eight (8) days prior to the “Due In and Opens” date.

6. OPENING

County will publicly open responses on the date stated in the IFB. County will read each respondent’s name and the total bid amount. County invites all interested parties to attend the bid opening via the MS Teams link provided in the

IFB.

7. EVALUATION

County will tabulate responses that are “Responsive” and “Responsible” to determine which are most advantageous to County considering the specifications stated in the Offer Agreement and other relevant factors. County will determine the low or lowest bids considering all items listed in the Unit Price Schedule. Unit prices prevail in the event of an extension error.

County may: 1) waive informalities in the bid or bid procedure; 2) reject the response of any persons or corporations that have previously defaulted on any contract with County or who have engaged in conduct that constitutes a cause for debarment or suspension as set forth in Pima County Procurement Code Section 11.32; 3) reject any and all responses; 4) re-advertise for bids previously rejected; 5) otherwise provide for the purchase of such equipment, supplies materials and services as required herein; 6) award on the basis of price and other factors, including but not limited to such factors as delivery time, quality, uniformity of product, suitability for the intended task, and bidder’s ability to supply; 7) increase or decrease the item quantity or eliminate any item of this solicitation prior to the award. Pricing evaluations will be based on pre-tax pricing submitted by Offeror.

7.1. SMALL BUSINESS ENTERPRISE PREFERENCE

Any contract funded in any amount with federal funds is not eligible for the Small Business Enterprise (SBE) preference.

For bids that do not exceed $500,000 per contract year, County will give a 5% bid preference to firms submitting SBE Certificates issued by the City of Tucson with their bid. The certification is subject to verification and acceptance by County. If County accepts the certification, it will evaluate the bid at 95% of the bid amount to determine the low and responsive bid. If an SBE firm is the successful Offeror, the contract will include the unit prices, or Lump Sum, as bid.

To be eligible for the price preference, SBE firms must include with their bid documents a copy of their current certification document which they may acquire from the City of Tucson; Department of Procurement.

The City of Tucson SBE website, which typically includes an SBE Application Form and a Directory listing firms holding SBE Certification, is located at: http://www.tucsonprocurement.com/bidders_SBE.aspx.

The process of acquiring SBE Certification may take several weeks. Please contact the Pima County Business Enterprise Program Coordinator at (520) 724-3807 for assistance or further information.

8. AWARD NOTICE

County will post a Notice of Recommendation for Award (“NORFA”) for the IFB on the BidNet solicitation portal and the Procurement Department will maintain the tabulation of bids, available for review by interested parties. Offerors that submitted a bid in response to the IFB may also receive an email notice from the Procurement Department of the posting of the NORFA. County will not provide the results of this solicitation in any other manner, or at any time prior to the posting of the NORFA.

http://www.tucsonprocurement.com/bidders_SBE.aspx

Instructions to Offerors Page 4 of 4

9. PROTESTS

An interested party may file a protest regarding any aspect of a solicitation, evaluation, or recommendation for award.

County’s protest procedures are in Chapter 11.20 of the Pima County Procurement Code, available at Pima County Code | Pima County, AZ. The five-day period to file a protest of the award will be measured from the date the Notice of Recommendation for Award is posted on the BidNet Portal without regard to whether County issued individual notices. Offerors are responsible for checking the website.

10. AWARD

If County makes an award, County will enter into a contract with one or more Contractor(s) that submitted the lowest responsive bid(s) that County determined “Responsible” for providing the required goods or services. Either the Procurement Director or Board of Supervisors will make the contract award in accordance with the Pima County Procurement Code. Unless County expressly agrees otherwise, resulting contracts are not exclusive, they are for the sole convenience of County, and County may obtain like goods or services from other sources.

11. DOCUMENTS MARKED CONFIDENTIAL

County must comply with A.R.S. § 39-121 et seq., and A.R.S. § 34-603(H) in the case of construction or Architectural and Engineering services procured under A.R.S. Title 34, Chapter 6. The Offer Agreement includes a specific provision about public records in Section 28. Please note that all records submitted in response to this solicitation, including, but not limited to, pricing schedules, product specifications, work plans, and any supporting documents are public records and are subject to release or review by the general public upon request, including competitors. Under County policy, if Offeror reasonably believes that some of the records that will be submitted to County in response to this solicitation contain proprietary, trade-secret or otherwise-confidential information, Offeror must prominently mark those records “CONFIDENTIAL”. If County received a public-records request for records marked CONFIDENTIAL, County will notify Offeror of the request as soon as reasonably possible. County will release the records ten (10) business days after the date of that notice, unless Offeror has, within that period, secured an appropriate order from a court of competent jurisdiction, enjoining the release of the records. County will not, under any circumstances, be responsible for securing such an order, nor will County be in any way financially responsible for any costs associated with securing such an order.

Offeror must also provide County with an index specifically identifying and describing the general contents of each page CONFIDENTIAL. The index is also a public record and must not include any information considered confidential.

The Offeror agrees to waive confidentiality of any price terms in the event of an awarded contract.

END OF INSTRUCTIONS TO OFFERORS

https://codelibrary.amlegal.com/codes/pimacounty/latest/pimacounty_az/0-0-0-7273 https://codelibrary.amlegal.com/codes/pimacounty/latest/pimacounty_az/0-0-0-7273 https://bidnetdirect.com/

Offer Agreement Page 1 of 14 Revised September 2024

OFFER AGREEMENT

1. PURPOSE

This contract establishes a system-generated form Supplier Contract (“SC”) for Contractor to provide Pima County (“County”) with Digester & Centrifuge Sludge Feed Tank Cleaning services on an “as required basis” by issue of Delivery Order (“DO”).

2. CONTRACT TERM, RENEWALS, EXTENSIONS and REVISIONS The SC will document the commencement date of the contract and will be for a one (1) year period with four (4) one-year renewal options that the parties may exercise as follows: County will issue contract extensions, renewals, or revisions to Contractor with a revised SC document. Contractor must object in writing to the proposed revisions, terms, conditions, scope modifications and/or specifications within ten (10) calendar days of issuance by County. If Contractor does not notify county of any objections within that timeframe, the revision(s) will be binding on the parties.

3. CONTRACTOR MINIMUM QUALIFICATIONS

The Contractor certifies that it is competent, willing, and responsible for performing the services or providing the products in accordance with the requirements of this contract.

Suppliers must have been in the business of providing this service for a minimum of three (3) consecutive years including the current year.

Suppliers must have a Confined Space Entry Program that meets OSHA. All Supplier’s employees involved with Confined Space Entries must be trained to meet OSHA Regulation 1910.146. (Submitted to County prior to beginning performing work)

Contractor will check appropriate response below and provide requested documents. Failure to check appropriate response and provide copies of requested documents may cause the offer to be rejected and deemed non-responsive:

1 Include one (1) copy of Business License with the Offer Agreement.

Yes No

Contractor possess all certified equipment/training required to perform the necessary services as established by industry standard guidelines. Include Confined Space Entry or Equivalent copies of certification with the Offer Agreement.

Yes No

4. PRODUCT OR SERVICE SPECIFICATIONS & SCOPE OF WORK

4.1. General Specifications

Suppliers shall provide Digester and Centrifuge Sludge Tank Cleaning services as specified in EXHIBIT A - SCOPE OF WORK. County reserves the right to add other related services to this agreement. All services added to this agreement subsequent to award of contract are subject to its terms and conditions.

4.2. Safety & Security While ON Regional Water Reclamation Department (RWRD) Facilities:

Supplier and its employees shall exercise safe industry work practices. All work shall be in compliance with appropriate OSHA, Federal, State, County and local municipalities, ordinances and regulations. Supplier shall meet the following requirements while on RWRD sites.

A. Supplier’s personnel must attend a plant safety briefing prior to work activities on RWRD Plant sites. Supplier will contact the County employee designated as the RWRD Treatment Point of Contact to schedule safety briefing.

B. Supplier’s employees are required to sign in with the Plant Site Administration Office immediately upon arrival at any RWRD facility and report to the County employee designated as the Point of Contact.

C. RWRD site entry is restricted to authorized persons with proper identification such as driver’s license, commercial driver’s license or passport.

D. Supplier must wear an ID pass at all times while on plant site, and return ID pass upon leaving the facility to Plant Site Administration Office.

Offer Agreement Page 2 of 14

E. Upon leaving the facility at the end of each day, the Supplier must check out with the County designated Point of Contact and may request an electronic signature or leave a copy of work ticket(s).

F. Supplier will be required to provide their own Personal Protective Equipment (PPE) and wear the required plant site PPE. PPE may include but be not limited to hard hats, fall protection equipment and gear, steel toe boots, safety vest, eye protection and hearing protection.

G. Supplier’s vehicles must be clearly marked on the outside or windshield of the vehicle. The use of decals/magnets identifying the vendor name or a sign displayed in the front window is acceptable. Decals smaller than 8.5 inches by 11 inches will not be accepted.

H. Supplier’s personnel shall be designated by an easily identifiable company shirt or badge worn at all times while on-site.

I. Upon daily completion of the work performed by the Supplier, the Supplier shall remove all construction debris from the site and leave the area as found. All debris shall be disposed of by the Supplier at the Supplier’s expense. All materials, tools, equipment, etc. shall be removed or safely stored.

J. The County is not responsible for theft or damage to Supplier’s property.

K. All possible safety hazards to workers or the public shall be corrected immediately. Work sites shall be left in a safe condition at the end of each workday.

L. Supplier must provide all their own personnel, materials, tools and equipment to perform the necessary inspections/repairs at no additional cost to Pima County. However, if a job requires a forklift or a non-typical tool, the Supplier may request that rental for equipment and tools be charged to Pima County.

M. Supplier must have Occupational Safety and Health Administration (OSHA) compliant lock-out/tag-out and confined space programs and adhere to procedures at all times.

N. Supplier shall be responsible for the safety of their employees at all times.

O. All chemicals used on RWRD Treatment Facilities require the Supplier to submit the Safety Data Sheet (SDS) to the RWRD Treatment Point of Contact for approval prior to application.

P. Upon award of the contract, Supplier will submit SDS to RWRD Q. RWRD prohibits smoking and e-cigarette/vaping devises, use of chewing/smokeless tobacco, alcohol, drugs and weapons on all plant sites.

R. Pursuant to Pima County Procurement Code 11.40.030, Supplier hereby warrants that if Supplier’s employees perform work in an outdoor environment under this Contract, Supplier will keep on file a written Heat Injury and Illness Prevention and Safety Plan. At County’s request, Supplier will provide a copy of this plan and documentation of heat safety and mitigation efforts implemented by Supplier to prevent heat-related illnesses and injuries in the workplace. Supplier will post a copy of the Heat Injury and Illness Prevention and Safety Plan where it is accessible to employees. Supplier will further ensure that each subcontractor who performs any work for Supplier under this Contract complies with this provision.

5. SUSTAINABILITY

In accordance with Board of Supervisors Resolution 2007-84, Pima County values and highly encourages contractors to utilize sustainable practices. Please CHECK any of the following that your business incorporates:

Waste prevention/reduction or material recycling/reuse.

Alternative energy/fuels (such as solar/wind energy; biodiesel; alternative fuels; hybrid vehicles) in your program’s preparation, transportation, and demonstration.

Environmentally preferable materials (such as recycled materials; locally produced/manufactured products).

Sustainable practices that lessen impact on non-renewable resources and global climate change (such as reduction in water/energy/paper use; minimization of hazardous materials; use of compressed/flexible work schedules).

Other practices which coincide with County’s definition of sustainable practices (such as alternative modes of transportation; transportation minimization; life-cycle costs; product/packaging “take back” practices; preference to firms located with Pima County).

6. OFFER ACCEPTANCE & ORDER RELEASES

County will accept offer and execute this contract by issuing an SC (recurring requirements) to be effective on the document’s date of issue without further action by either party. The SC will include the term of the contract.

Pursuant to the executed SC, County departments requiring the goods or services described herein will issue a DO to the Contractor. County will furnish the DO to Contractor via facsimile, e-mail or telephone. If County gives the order

Offer Agreement Page 3 of 14 verbally, the County Department issuing the order will transmit a confirming order document to Contractor within five (5) workdays of the date it gives the verbal order.

Contractor must not supply materials or services that are not specified on the SC and are not documented or authorized by a DO at the time of provision. County accepts no responsibility for control of or payment for materials or services not documented by a County DO.

Contractor will establish, monitor, and manage an effective contract administration process that assures compliance with all requirements of this contract. In particular, Contractor will not provide goods or services in excess of the executed contract items, item quantity, item amount, or contract amount without prior written authorization by contract amendment that County has properly executed and issued. Any items Contractor provides in excess of those stated in the contract are at Contractor’s own risk. Contractor will decline verbal requests to deliver items in excess of the contract and will report all such requests in writing to County’s Procurement Department within one (1) workday of the request.

The report must include the name of the requesting individual and the nature of the request.

7. ACCEPTANCE OF GOODS & SERVICES

The County Department designated on the issued order DO will accept goods and services only in accordance with this contract. Such acceptance is a prerequisite to the commencement of payment terms.

8. COMPENSATION & PAYMENT

The SC will establish the contractual unit pricing and Not-to-Exceed Amount (“NTE Amount”). The NTE Amount represents the funding appropriated by County for this contract, and neither the NTE Amount nor unit pricing can be altered without amendment. Contractor will not accept orders, or provide services or products that cumulatively exceed the contract amount.

8.1. Unit Prices (Net 30-day Payment Terms)

Contractor’s unit prices must include all incidentals and associated costs required to comply with and satisfy all requirements of this contract, which includes the Offer Agreement and the Standard Terms and Conditions.

County will make no payments for items not in the contract and Contractor will not invoice them.

Quantities in this solicitation are estimates only. County may increase or decrease quantities and amounts.

County makes no guarantee regarding actual orders for items or quantities during the term of the contract. County is not responsible for Contractor inventory or order commitment.

Unless the parties otherwise agree in writing, all pricing will be F.O.B. Destination & Freight Prepaid Not Billed ("F.O.B. Destination"). Contractor will deliver and unload products or services at the destination(s) that the delivery article of this contract or accepted Order indicates. The offered Unit Price must include all freight costs.

Although an order may not fully include State and City sales tax, County will pay such taxes as are DIRECTLY applicable to County and Contractor invoices such taxes as a separate line item. Contractor must not include such taxes in the item unit price.

8.2. Price Warranty and Trade-In Allowance

Contractor will give County the benefit of any price reduction before actual time of shipment. Parties may negotiate a fair and equitable trade-in allowance value for County surplus property to be applied through either a discounted purchase price or account credit. The trade-in value must be stated on a written price quote prior to County making a purchase, or on a credit memo invoice for a prior purchase. Trade-In property will be itemized on the quote or invoice by description, model/part number, quantity and guaranteed trade-in value. County will coordinate and document the delivery of surplus trade-in property to Contractor. Award of contract constitutes disposition authority to trade-in surplus property pursuant to Board of Supervisors’ Policy D.29.11, Surplus Personal Property.

8.3. Price Escalation

All unit prices shall consider/provide for current economic and market conditions and include compensation for Contractor to implement and actively conduct cost and price control. No additional compensation shall be paid to Contractor to reimburse efforts to implement and conduct cost and price controls. Prices shall remain fixed for the initial contract term, after which Contractor may submit no more than one (1) written Price

Offer Agreement Page 4 of 14

Escalation Request (“PER”) per term. The PER must be submitted not later than 90 days prior to the contract renewal date and must clearly demonstrate justification for the increase in price, such as continued and significant changes in economic and/or market conditions justifying any requested price escalation. The PER must reference/cite any source materials used to form the basis of the proposed justification but must not include historical information prior to the initial contract term. County will research Bureau of Labor Statistics (BLS) Producer Price Index (PPI) and/or other related indicators or sources and conduct an analysis to determine 1) if the submitted justification and evidence are sufficient, 2) the requested price escalation is fair and reasonable, and 3) if approving the PER is in the County’s best interest. County reserves the right to negotiate, accept or reject the PER, or terminate and re-solicit the contract.

8.4. Living Wage

All pricing will conform to Pima County’s Living Wage Ordinance 2002-1 if applicable, including required annual adjustments of the wage.

8.5. Additional Items and/or Services

This following section is for items that Contractor did not list or price above but are within the scope of this contract. Contractor may provide these items under this contract. Contractor will submit Master Price List (MPL) documents, compact disc (CD) or USB flash drive and file names or identify website address, identifying all other items offered pursuant to this contract.

The parties may negotiate and establish unit pricing in writing under the contract for items included in the scope of the contract that does not have previously listed unit pricing.

8.6. Standard Payment Term

Net 30, effective from the date of valid invoice document and does not commence until the later of 1) the receiving County Department receives goods or services into County’s payment system or 2) County Financial Operations receives and verifies Contractor’s invoice.

8.7. Optional Early Payment Discount Term

Pima County Administrative Procedure No. 22-35 Section 2.2.4 describes County’s practice regarding discounts for early payment. Contractor offers the following discounts to those prices to be used for all orders issued pursuant to this contract. County will utilize the existing payment code that best matches that offered and does not exceed the offered discount percentage. Payment days cannot be less than ten (10) calendar days.

Contractor will submit valid invoice document consistent with the associated DO to County’s Finance Department at least seven (7) calendar days prior to the date on which the discounted payment is due. If desired, for any order issued pursuant with this contract, Contractor may offer early payment discounts that exceed this Early Payment Discount.

Optional Early Payment Discount: % if payment tendered within Days as indicated above.

8.8. Invoicing

Contractor will submit Request(s) for Payment or Invoices to the location and entity identified by County’s DO document.

All Invoice documents will reference County’s DO number under which the services or products were ordered.

Contractor must utilize the item description, precise unit price, AND unit of measure included in County’s order document for ALL Invoice line items. County may return invoices that include line items or unit prices that do not match those documented by County’s order to Contractor unprocessed for correction.

Contractor will provide detailed documentation in support of payment requests, which should be consistent with and not exceed County’s DO document. Contractor will bill County within one (1) month after the date on which Contractor’s right to payment accrues (“Payment Accrual Date”), which, unless this contract specifically provides otherwise, is the date Contractor delivers goods, performs services or incurs costs. Invoices must assign each billed amount to an appropriate line item of County’s order and document each Payment Accrual Date. County may refuse to pay any amount that Contractor bills in which does not conform to County’s DO document. County will refuse to pay any amount that Contractor bills more than six (6) months after the Payment Accrual Date, pursuant to A.R.S. § 11-622(C).

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9. SUPPLIER RECORD MAINTENANCE

9.1. Pima County Supplier Record

Contractor must establish and maintain a complete Pima County Supplier record, which includes the provision of a properly completed and executed “Request for Taxpayer Identification Number and Certification” document (Form W-9). The record must be registered with a valid and monitored email address for Contractor. In the event of any change that renders the information on that record inaccurate Contractor must update the record within ten (10) calendar days of the change and prior to the submission of any invoice or request for payment. Contractor must register through vendors@pima.gov.

9.2. BidNet Vendor Record

Contractor must establish and maintain an active BidNet Vendor record, The record must be registered with a valid and monitored email address for Contractor. Use of BidNet by Contractor may be governed by terms and conditions as determined by BidNet, and County is not a party to any agreement formed by Contractor’s use of the BidNet platform.

10. DELIVERY

“On-Time” delivery is an essential part of the consideration that Contractor is to provide to County under the contract.

Contractor will make delivery in accordance with the Standard Terms and Conditions and to the location(s) on the DO document.

County will reach out to suppliers via email to request service. Suppliers must acknowledge and respond to County’s request for Service within 48 hours of receiving the email.

Unless the parties otherwise agree in writing, all pricing will be F.0.B. Destination & Freight Prepaid Not Billed (F.0.B.

Destination). Supplier will deliver and unload products or services at the destination(s) that the delivery article of this contract or accepted Order indicates.

Contractor guarantees delivery of product or service in less than 7 calendar days after issue date of order. If necessary to satisfy the guaranteed delivery time, Contractor will utilize premium freight method at no additional cost to County.

11. TAXES, FEES, EXPENSES

Pursuant to IRS Publication 510, County is exempt from federal excise taxes for goods. County is subject to State and City sales tax. County will pay no separate charges for delivery, drayage, express, parcel post, packing, insurance, license fees, permits, costs of bonds, surcharges, or bid preparation unless the contract expressly includes such charges and the solicitation documents itemize them.

12. OTHER DOCUMENTS

Contractor and County are entering into this contract have relied upon information provided or referenced by Pima County Solicitation No. IFB-2500018281 including the IFB, Offer Agreement, Standard Terms and Conditions, Solicitation Amendments, Contractor’s Bid Offer, documents submitted by Contractor or References to satisfy Minimum Qualifications and any other information and documents that Contractor has submitted in its response to County’s Solicitation. The Contract incorporates these documents as though set forth in full herein, to the extent not inconsistent with the provisions of this contract.

13. INSURANCE

The Insurance Requirements herein are minimum requirements for this contract and in no way limit the indemnity covenants contained in this contract. Contractor’s insurance shall be placed with companies licensed in the State of Arizona and the insureds shall have an “A.M. Best” rating of not less than A- VII, unless otherwise approved by County.

County in no way warrants that the minimum insurer rating is sufficient to protect Contractor from potential insurer insolvency.

13.1. Minimum Scope and Limits of Insurance

Contractor will procure and maintain at its own expense, until all contractual obligations have been discharged, the insurance coverage with limits of liability not less than stated below. County in no way warrants that the minimum insurance limits contained herein are sufficient to protect Contractor from liabilities that arise out of the

Offer Agreement Page 6 of 14 performance of the work under this contract. If necessary, Contractor may obtain commercial umbrella or excess insurance to satisfy County’s Insurance Requirements.

13.1.1. Commercial General Liability (CGL)

Occurrence Form with limits of $2,000,000 Each Occurrence and $2,000,000 General Aggregate. Policy shall include cover for liability arising from premises, operations, independent contractors, personal injury, bodily injury, property damage, broad form contractual liability coverage, personal and advertising injury and products – completed operations.

13.1.2. Business Automobile Liability

Bodily Injury and Property Damage for any owned, leased, hired, and/or non-owned automobiles assigned to or used in the performance of this contract with a Combined Single Limit (CSL) of $1,000,000 Each Accident.

13.1.3. Workers’ Compensation (WC) and Employers’ Liability

Statutory requirements and benefits for Workers’ Compensation. In Arizona, WC coverage is compulsory for employers of one or more employees. Employers' Liability coverage with limits of $1,000,000 each accident and $1,000,000 each person - disease.

13.2. Additional Insurance Requirements

The policies shall include, or be endorsed to include, as required by this contract, the following provisions:

13.2.1. Claims-Made Insurance Coverage

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

13.2.2. Primary Insurance Endorsement

Contractor's policies shall stipulate that the insurance afforded Contractor shall be primary and that any insurance carried by County, its agents, officials, or employees shall be excess and not contributory insurance. The Required Insurance policies may not obligate County to pay any portion of Contractor’s deductible or Self Insurance Retention (SIR).

13.2.3. Insurance provided by Contractor shall not limit Contractor’s liability assumed under the indemnification provisions of this Contract.

13.2.4. Subcontractors

Contractor must either (a) include all subcontractors as additional insureds under its Required Insurance policies, or (b) require each subcontractor to separately meet all Insurance Requirements and verify that each subcontractor has done so, Contractor must furnish, if requested by County, appropriate insurance certificates for each subcontractor. Contractor must obtain County’s approval of any subcontractor request to modify the Insurance Requirements as to that subcontractor.

13.3. Notice of Cancellation

Each Required Insurance policy must provide, and certificates specify, that County will receive not less than thirty

(30) days advance written notice of any policy cancellation, except 10-days prior notice is sufficient when the cancellation is for non-payment of a premium. Notice must be mailed, emailed, hand-delivered or sent via facsimile transmission to County’s Contracting Representative, and must include the project or contract number and project description.

13.4. Verification of Coverage

Contractor shall furnish County with certificates of insurance (valid ACORD form or equivalent approved by County) as required by this contract. An authorized representative of the insurer shall sign the certificates. Each certificate must include:

• County’s tracking number for this contract, which is shown on the first page of the contract, and a project description, in the body of the Certificate;

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• A notation of policy deductibles or SIRs relating to the specific policy; and

• Certificates must specify that the appropriate policies are endorsed to include additional insured and subrogation wavier endorsements for County and its Agents. Note: Contractors for larger projects must provide actual copies of the additional insured and subrogation endorsements.

13.4.1. All certificates and endorsements, as required by this contract, are to be received and approved by County before, and be in effect not less than 15 days prior to, commencement of work. A renewal certificate must be provided to County not less than 15 days prior to the policy's expiration date to include actual copies of the additional insured and waiver of subrogation endorsements. Failure to maintain the insurance coverages or policies as required by this contract, or to provide evidence of renewal, is a material breach of contract.

13.4.2. All certificates required by this contract shall be sent directly to the appropriate County Department. The Certificate of Insurance shall include County’s project or contract number and project description on the certificate. County may require complete copies of all insurance policies required by this contract at any time.

13.5. Approval and Modifications

County’s Risk Manager may approve a modification of the Insurance Requirements without the necessity of a formal contract amendment, but the approval must be in writing. County’s failure to obtain a required insurance certificate or endorsement, County’s failure to object to a non-complying insurance certificate or endorsement, or County’s receipt of any other information from the Contractor, its insurance broker(s) and/or insurer(s), do not constitute a waiver of any of the Insurance Requirements.

14. PERFORMANCE BOND

Not applicable to this contract.

15. ACKNOWLEDGEMENT OF SOLICITATION AMENDMENTS

Contractor must acknowledge in the table below to have read all published solicitation amendments and must ensure they are submitting all amended pages of the solicitation (if any) with their response:

Amendment # Date Amendment # Date Amendment # Date

16. SMALL BUSINESS ENTERPRISE (SBE) CERTIFICATION

Not applicable to this contract.

Is your firm SBE certified as defined by the solicitation’s Instructions to Offerors Section 7.1?

Yes No

(select one) If Yes, have you included your certification document?

Yes No

(select one)

NOTE: If you do not submit the SBE Certification document with your bid, County will not apply the SBE Preference.

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17. BID/OFFER CERTIFICATION

CONTRACTOR LEGAL NAME:

BUSINESS ALSO KNOWN AS:

MAILING ADDRESS:

CITY/STATE/ZIP:

REMIT TO ADDRESS:

CITY/STATE/ZIP:

CONTACT PERSON NAME/TITLE:

PHONE:

FAX:

CONTACT PERSON EMAIL ADDRESS:

EMAIL ADDRESS FOR ORDERS & CONTRACTS:

CORPORATE HEADQUARTERS ADDRESS:

WEBSITE:

By signing and submitting the Offer Agreement, the undersigned certifies that they are legally authorized to represent and bind Contractor to legal agreements, that all information submitted is accurate and complete, that Contractor has reviewed the County’s Procurement website for solicitation amendments and has incorporated all such amendments to its offer, that Contractor is qualified and willing to provide the items requested, and that Contractor will comply with all requirements of the contract. The Unit Pricing includes all costs incidental to the provision of the items in compliance with the contract; no additional payment will be made. County may deem conditional offers that modify the solicitation requirements not ‘responsive’ and County may not evaluate them. Contractor’s submission of a signed Offer Agreement will constitute a firm offer and upon the issuance of an SC document issued by County’s Procurement Director or authorized designee will form a binding contract that will require Contractor to provide the goods or services and materials described in this contract. The undersigned hereby offers to furnish the goods or services in compliance with all terms, conditions, and specifications in this Offer Agreement.

SIGNATURE: DATE:

PRINTED NAME & TITLE OF AUTHORIZED CONTRACTOR REPRESENTATIVE EXECUTING OFFER

PHONE AND EMAIL:

County Attorney Contract Approval “As to Form”.

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PIMA COUNTY STANDARD TERMS AND CONDITIONS

1. WARRANTY

Contractor warrants goods or services to be satisfactory and free from defects. Contractor also warrants that all products and services provided under this contract are non-infringing.

2. PACKING

Contractor will make no extra charges for packaging or packing material. Contractor is responsible for safe packaging conforming to carrier’s requirements.

3. DELIVERY

On-time delivery of goods and services is an essential part of the consideration that County will receive.

Contractor must provide a guaranteed delivery date, or interval period from order release date to delivery if the Price proposal document requires it. Upon receipt of notification of delivery delay, County may cancel the order or extend delivery times at no cost to County. Any extension of delivery times will not be valid unless an authorized representative of County extends it to Contractor in writing.

To mitigate or prevent damages from delayed delivery, County may require Contractor to deliver additional quantity utilizing express modes of transport, or overtime, all costs to be Contractor’s responsibility. County may cancel any delinquent order, procure from an alternate source, or refuse receipt of or return delayed deliveries at no cost to County.

County may cancel any order or refuse delivery upon default by Contractor concerning time, cost, or manner of delivery.

Contractor is not responsible for unforeseen delivery delays caused by fires, strikes, acts of God, or other causes beyond Contractor’s control, provided that Contractor provides County immediate notice of delay.

4. SPECIFICATION CHANGES

County may make changes in the specifications, services, or terms and conditions of an order. If such changes cause an increase or decrease in the amount due under an order or in time required for performance, County will make an acceptable adjustment and will modify the order in writing. No verbal agreement for adjustment is acceptable.

Nothing in this clause reduces Contractor’s’ responsibility to proceed without delay in the delivery or…