Opioid_Settlement_Grants_FY26.pdf

REQUEST FOR PROPOSAL

CITY OF KINGMAN

Finance

2025-RFP-011

OPIOID SETTLEMENT GRANTS FY26

ISSUE DATE: April 21, 2025

PROPOSAL DUE DATE: May 21, 2025, 3:00 pm (Arizona Time)

CONTACT PERSON:

Monica Murphy, Grants Administrator

(928) 753-8159 mmurphy@cityofkingman.gov

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/cityofkingman

PLEASE NOTE: Bidder is responsible for obtaining any addenda and acknowledging it through the procurement portal.

https://secure.procurenow.com/portal/%7bproject.government.code%7d

CITY OF KINGMAN

I. INTRODUCTION

II. SCOPE OF WORK

III. PROPOSAL INSTRUCTIONS, REQUIREMENTS AND SPECIAL AND

STANDARD TERMS AND CONDITIONS

IV. VENDOR QUESTIONNAIRE

Attachments:

A - EXHIBIT 1

B - EXHIBIT II

C - Form 4 - Expenditure Worksheet - Year 1

D - Form 5 - Expenditure Worksheet - Year 2

Request for Proposal #2025-RFP-011, Opioid Settlement Grants FY26 3

1. INTRODUCTION

1.1. Submittal Location and Details

Proposals must be submitted electronically through the City's procurement portal at https://procurement.opengov.com/portal/cityofkingman by no later than 3:00 pm, Arizona time, on

Wednesday, May 21, 2025. Any proposal received after the submission deadline will not be accepted.

The City anticipates selecting and notifying the selected Proposer by June 16, 2025 and requesting the award of the contract at the City Council Meeting on July 1, 2025 . There is not an expressed or implied obligation for the City of Kingman to reimburse responding Proposers for any expenses incurred in preparing proposals in response to this request.

Mailed, faxed, hand-delivered, and e-mailed responses will not be accepted. Mailed responses will be disposed of, unopened, and will not be returned to the Proposer.

During the evaluation process, the City of Kingman reserves the right, where it may serve in the City’s best interest, to request additional information or clarification from Proposers. At the discretion of the City of

Kingman, a selection of Proposers submitting proposals may be requested to attend interviews as part of the evaluation process.

The City of Kingman reserves the right to retain all proposals submitted and to use any ideas in a proposal, regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the proposer of the conditions contained herein.

1.2. RFP Schedule

The City anticipates the following general timeline of key events during the proposal evaluations and contract award period:

Issue RFP: April 21, 2025

Questions from Proposers Due: May 12, 2025, 6:00pm

Last Day for an Addenda: May 13, 2025

Proposal Due Date: May 21, 2025, 3:00pm

Evaluate Proposals: June 12, 2025

Notice of Intent to Award: June 16, 2025

Council Contract Award: July 1, 2025

1.3. Terms of Engagement

The term of this contract will be two (2) years from the contract execution date.

https://procurement.opengov.com/portal/cityofkingman

Request for Proposal #2025-RFP-011, Opioid Settlement Grants FY26 4

1.4. Questions

Questions regarding this solicitation must be submitted online through the OpenGov portal. Questions must be received by no later than the date and time specified in the timeline included in this RFP (Questions Due

From Proposers).

2. SCOPE OF WORK

2.1. Opioid Settlement Grants

The City of Kingman expects to grant funds to selected awardees that have experience delivering successful

Substance Use Disorder or Opioid Use Disorder (SUD/OUD) prevention and response intervention activities and/or who have experience working with the identified target population(s). Projects that can leverage city opioid settlement funding to create sustainable change and can impact a significant number of individuals, with a particular focus on reducing health disparities and reaching underserved populations, are strongly encouraged.

Proposers applying for any of the twelve grant funding categories outlined below must provide services that align with qualifying criteria and related strategies (See Exhibit 1 for examples of aligned strategies in the One Arizona Agreements). Activities put forth for funding consideration should be evidence-based, evidence-informed, or promising programs or strategies and pertain to persons who have- or are at risk of developing-SUD/OUD and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions, co-usage, and/or co-addiction. Organizations may choose to apply for one or more funding categories and/or address multiple strategies/activities within their funding proposal but can only submit one application.

Spending is restricted to approved purposes only and must comply with the City of Kingman's procurement code. See Exhibit I for full descriptions of each category and Exhibit II for the City's procurement code.

A. Treat Opioid Use Disorder (OUD)

B. Support People in Treatment and Recovery

C. Connect People Who Need Help to the Help They Need (Connections to Care)

D. Address the Needs of Criminal-Justice-Involved Persons

E. Address the Needs of Pregnant or Parenting Women and their Families, Including Babies with

Neonatal

F. Abstinence Syndrome

G. Prevent Over-Prescribing and Ensure Appropriate Prescribing and Dispensing of Opioids

H. Prevent Misuse of Opioids

I. Prevent Opioid Deaths and other Harms

J. First Responders

K. Leadership, Planning, and Coordination

L. Training

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M. Research

The City of Kingman is required to provide Mohave County and the State of Arizona with quarterly and annual reports detailing the uses of its opioid settlement monies. In order to meet this requirement, all grantees must provide the City of Kingman with quarterly and annual reports by the deadlines indicated within this Proposal. Failure to comply with this requirement may result in termination of the grant.

3. PROPOSAL INSTRUCTIONS, REQUIREMENTS AND

SPECIAL AND STANDARD TERMS AND CONDITIONS

3.1. Proposal Format

Provide a single PDF document containing all elements of their entire response in addition to each file in their native format ( Word, Excel, etc.). The PDF version shall be used by the chosen evaluators.

The materials in the proposal should be related to the RFP. Failure to include the requested information may have a negative impact on the evaluation of the offeror’s proposal.

The City will follow the evaluation process and selection criteria described in this RFP. In order to provide each Proposer with an equal opportunity for consideration, adherence to a standardized proposal format is required. The format of each proposal must contain the following elements organized into separate chapters and sections, in an order determined by the Proposer. You will be prompted for these items in the Vendor

Questionnaire section of this Proposal.

A. Proposal Package to include a cover letter, detailed response to all requirements, and a description of the experience and knowledge base of the organization;

B. Forms Required as Part of the Response to include Form 1 (Title Page), Form 2 (Offer Form), and Form

3 (Budget Worksheet);

E. Proposer Signature Page;

F. Proposer Guarantees and Warranties;

G. References (a minimum of three (3) must be provided);

J. New Vendor Application;

K. IRS W-9 Form; and

L. Optional - Vendor EFT Form

All requested items must be included with the proposal or it will be considered non-responsive and will be rejected. The City is not responsible for failure to locate, consider and evaluate qualification factors presented outside of this format.

Each Proposer must demonstrate a clear understanding of the work to be performed and must provide detailed specific qualifications and prior working experience.

Unsigned proposals will be considered non-responsive and will be rejected. Proposals must be signed by a duly authorized representative of the Proposer. If a Proposal is signed by an agent of the Proposer, a Power

Request for Proposal #2025-RFP-011, Opioid Settlement Grants FY26 6 of Attorney showing the authority of the agent to sign must be submitted with the proposal or the proposal will be rejected.

The City will not be liable for any cost incurred by Proposers in preparing and submitting proposals.

Proposers may not collect proposal preparation charges from the City as a result of cancellation of this RFP.

In the case of error in the extension of prices in the proposal, the unit price will govern. No proposal shall be altered, amended or withdrawn after the specified RFP closing date and time.

It is the responsibility of the Proposer to examine the entire request for proposal package and seek clarification for any item, service or requirement that may not be clear.

It is the responsibility of the Proposer to check the proposal for accuracy before submitting a proposal.

3.2. Preparation of Proposal

1. All proposals shall be on the forms provided in this RFP package. It is permissible to copy these forms as required. Facsimiles, telegraphic proposals, and mailed proposals shall not be considered.

2. The offeror and acceptance page shall be signed by a person authorized to sign the proposal.

3. It is the responsibility of all offerors to examine the entire RFP package and seek clarification of any requirement

3.3. Periods of Time

Periods of time, stated as a number of days, shall be calendar days unless otherwise specified.

3.4. Proposal Withdrawal

Any proposal may be withdrawn at any time prior to the specified date and time for RFP closing. The City will not accept late proposals, late requests for modifications, or late withdrawals. All proposals shall be irrevocable for one hundred twenty (120) calendar days from the day of RFP closing.

Delays in submitting your proposal will not be considered excusable to the time requirements contained within this RFP.

3.5. Addenda

All addenda shall be issued no later than five (5) business days prior to the RFP closing date.

It is the responsibility of the Proposer to ensure that they have received all Addendums. Solicitation

Addenda will be posted to the RFP on the City's OpenGov procurement portal where the RFP is posted.

Vendors that have registered at https://procurement.opengov.com/portal/cityofkingman and who also follow the City of Kingman will receive email notifications of addenda.

3.6. Copies

Proposer may obtain copies of current or past procurement documents through the OpenGov procurement portal. If a document is not available through the procurement portal, Proposers may request copies through the City Clerk's office. The charge per copy is payable in advance. Please contact the City Clerk’s Office for a current per copy cost.

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3.7. Late Delivery of Proposal

Late proposals will not be considered under any circumstances. Delays in submitting your proposal will not be considered excusable to the time requirements contained within this request for proposal.

3.8. Extension of Time

Prior to proposal opening, the City shall have the authority to extend the deadline for the submittal of proposals when unforeseen circumstances arise.

3.9. Collusion

Upon evidence that collusion exists among Proposers, none of the proposals of participants in such collusion will be considered. All involved proposals shall be rejected. Proposals in which prices are unbalanced may be rejected. The Proposer will be required to complete, notarize and submit a "No-

Collusion Affidavit" upon request by the City. Failure of the Proposer to submit a properly executed affidavit upon request by the City shall be grounds for rejection of the proposal.

3.10. Conflicts of Interest

1. Notify. Prior to taking an action in connection with a City contract, every employee shall, in writing, notify the employee's supervisor, the City Attorney, and Purchasing Officer of any actual or potential conflict of interest of such employee. City employees shall comply with A.R.S. Title 38 regarding conflicts of interest in the purchasing of and contracting for goods, services, and construction for the City.

2. Review potential conflict of interest. Upon receiving notice of an actual or potential conflict of the interest, the City Attorney or designated representative shall review the purchasing procedures for compliance with applicable laws and regulations.

3. Determination of conflict of interest. If the City Attorney determines that an employee has an actual or potential conflict of interest in connection with a purchase, no contract shall be awarded without City

Council review and approval.

3.11. Rejection of Proposals

The City reserves the right to waive technical defects, discrepancies and minor irregularities in a proposal.

The City reserves the right to re-seal any proposal that was opened prematurely; the City has determined this event as a minor irregularity. The Deputy City Manager/Finance Director shall be notified and shall log the event and place it in the procurement file.

The City reserves the right to award any alternatives set forth in the RFP documents at its sole discretion.

Proposals may be rejected if there are any alterations to the required forms, additions not called for, conditional proposals, incomplete proposals, or irregularities of any kind. The City reserves the right to reject any proposal not in compliance with the RFP documents, or prescribed public proposal procedures and requirements. Written notice of rejection of all proposals shall be sent to all Proposers. ALL

UNSIGNED PROPOSALS SHALL BE REJECTED.

3.12. Rejection of All Proposals and Cancellation of Award

The City reserves the right to reject all proposals or to cancel award of the contract at any time prior to the execution of the contract by both parties if rejection of all proposals or cancellation of the award is deemed to be in the City's best interest. In no event shall the City have any liability for the cancellation of award.

Request for Proposal #2025-RFP-011, Opioid Settlement Grants FY26 8

3.13. Reissuance of RFP

The City reserves the right to re-issue a subsequent procurement for this service at any time if deemed to be in the best interest of the City.

3.14. Protest of Award

A protest of award must be physically delivered to the Purchasing Officer within seven (7) business days of the notice of award date. Our office is open Monday through Thursday from 7:00 am to 6:00pm (closed on holidays). Packages containing protests shall be marked as follows:

RFP Award Protest, RFP - 2025-RFP-011

City of Kingman

Attn: Tina Moline

310 N. 4th Street

Kingman, AZ 86401

3.15. Vendor Registration

Prior to the execution of a Contract, the successful Proposer must properly fill out and complete a City

Vendor Application and IRS W-9 Form, and include the documents with the proposal.

3.16. Licenses

Proposer will maintain, in current status, all Federal, State, and local licenses and permits required for the operation of the business.

Pursuant to the Kingman Municipal Code, Chapter 8, Article 1.5, Business Licenses, Vendors conducting business within the City of Kingman with a permanent physical business location within the city limits must apply for a business license and pay the applicable license fee, unless exempted under section 8-13.

The full municipal code can be found on the City's website or at the following link:

https://www.codepublishing.com/AZ/Kingman/.

For details regarding how to submit an application, pay the license fee, etc., please visit our website at:

https://www.cityofkingman.gov/government/departments/city-clerk/business-licenses.

3.17. Disputes

In the event any doubt or differences of opinions exists as to the items or service to be furnished hereunder, or from evaluation and/or testing of substitutes, or the interpretation of the provisions of this procurement, the decision of the City of Kingman shall be final and binding upon all parties.

https://www.codepublishing.com/AZ/Kingman/ https://www.cityofkingman.gov/government/departments/city-clerk/business-licenses

Request for Proposal #2025-RFP-011, Opioid Settlement Grants FY26 9

3.18. Confidentiality

1. All documents, reports, proposals, submittals, responses, or other materials submitted to the City by

Proposers shall become the sole and exclusive property of the City and become a public record.

2. Proposals shall be opened publicly at the time and place designated in the RFP. The name of each

Proposer and such other relevant information as is specified by rule shall be publicly posted and recorded.

The proposals shall be open for public inspection after contract award.

3. To the extent the Proposer designates, trade secrets or other proprietary data contained in the proposal documents shall remain confidential. The City of Kingman is subject to the Arizona Revised Statutes, Title

39, Chapter 1, relating to public records.

4. If a person believes that any portion of a proposal, bid, offer, specification, protest, or correspondence contains information that should be withheld, then the Grants Administrator should be so advised in writing (price is not confidential and will not be withheld). The City shall review all requests for confidentiality and provide a written determination. If the confidential request is denied, such information shall be disclosed as public information, unless the person utilizes the "Protest" provision.

3.19. Transaction Privilege Tax (TPT)

The City is not exempt from Transaction Privilege Tax (TPT); Proposer must include tax in the pricing proposal, when applicable.

3.20. Request for Additional Information

The City reserves the right to request additional information from offerors for the purpose of explaining the contents of their proposal. Any such request shall be for informational purposes only and does not constitute discussions.

3.21. Contract Negotiations

The City reserves the right to enter into negotiations with the Offeror(s) determined to be reasonably susceptible of being selected for award, or to enter into exclusive negotiations with the Offeror whose proposal is deemed most advantageous, whichever is in the City’s best interest, for the purpose of negotiation. In the event that exclusive negotiations are conducted, and an agreement is not reached, the

City reserves the right to enter into negotiations with the next highest-ranked Offeror without the need to repeat the formal solicitation process.

3.22. Award of Contract

1. Notwithstanding any other provision of the RFP, the City reserves the right to:

a. Waive any immaterial defect or informality; or

b. Reject any or all proposals, or portions thereof; or

c. Reissue the Request for Proposal.

2. A response to an RFP is an offer to contract with the City based upon the terms, conditions, and specifications contained in the City's RFP. Proposals do not become contracts unless and until they are executed by the City Council. A contract has its inception in the award, eliminating a formal

Request for Proposal #2025-RFP-011, Opioid Settlement Grants FY26 10 signing of a separate contract. For that reason, all the terms and conditions of the Contract are contained in the RFP, unless any of the terms and conditions are modified by an Amendment, or by mutually agreed terms and conditions in the Contract.

3.23. Withdrawal of Proposal

At any time prior to the solicitation due date and time, an offeror (or designated representative) may withdraw their offer. Facsimile or telephone withdrawals shall not be considered.

3.24. Exceptions to Contract Provisions

A response to an RFP is an offer to contract with the City based upon the contract provisions contained in the City’s RFP, including but not limited to, the specifications, scope of services and any terms and conditions. Offerors who wish to propose modifications to the contract provisions must clearly identify the proposed exception/s and any proposed substitute language and clearly describe how the City will be better served by the substitute language. However, the provisions of the RFP cannot be modified without the express written approval of the Grants Administrator. If a proposal or offer is returned with modifications to the contract provisions that are not expressly approved in writing by the Grants Administrator, the contract provisions contained in the City’s RFP will prevail.

3.25. Proposal Results

Proposal results are not provided in response to telephone inquiries. A tabulation of proposals received will be available within the posting.

3.26. Evaluation Scoring

1. Evaluation of each offer received under this RFP that is determined to be responsive to the proposal requirements, shall be based upon the following scoring criteria listed in their relative order of importance:

a. Overall Experience and Demonstrated Results (45 points)

b. Target Populations / Reducing Health Disparities (30 points)

c. Strategic Thinking / Planning Approach (25 points)

d. Total Points Available - 100 Points

2. The proposal review and evaluation process will be conducted utilizing a fair and objective process that adheres to City of Kingman’s Procurement Policy and all other applicable state and federal regulations.

3. The evaluation committee may select a proposal based on the initial information received without modification; however, the committee reserves the right to request additional data, conduct oral interviews and negotiations, and/or conduct a management review of the evaluation process prior to making a recommendation of an award to the City Council.

4. Offers may be rejected if it is determined to be in the best interest of the City.

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3.27. Award Process

Formal notification of award and the execution of a contract are subject to approval by the City Council.

3.28. Required Content & Organization

1. The offer shall clearly demonstrate the offeror’s ability to provide the services as described. A responsive offer must comply with the format and content requirements of the RFP

2. Overall Experience and Demonstrated Results (45 points):

Responses must include information that demonstrates evidence of previous success in proposed intervention and activities and partnerships to support care coordination/integration of services.

Evidence includes past performance, quality and relevance of past work, references, and related items.

a. Provide the relevant experience in working with opioid addiction.

b. Provide a summary of the organization’s financial management capacity.

c. Provide a general description of your organization’s relevant activities over the past three

(3) years that align with the scope of your proposal, outlining specific ways you have effectively engaged with this work in the past and what funding sources are currently being used to support this work.

d. Describe the specific roles and responsibilities of key positions in the day to day management of the program.

e. Provide a resume of the key personnel who will be managing the activities funded by this contract (e.g. project directors, project managers, and any other personnel who will provide a key function on this project).

f. Provide documentation that any staff working with minors, secure and maintain an

Arizona Department of Public Safety Level 1 Fingerprint Clearance Card and complete a background check.

3. Targeted populations and/or Reducing Health Disparities (30 POINTS)

a. Proposed targeted populations are clearly defined and appropriate.

b. Proposed approach addresses reduction in health disparities.

4. Strategic Thinking / Planning Approach (25 POINTS)

a. Overall approach and strategy described / outlines in the proposal and organizational capacity to perform the engagement within the specifies timeframe (prior experience of the organization in meeting timelines will be taken into consideration)

b. Include a timeline to show completion of the project and a budget narrative and budget form that includes the total compensation you are requesting budget, using the budget template.

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c. The budget must include researched costs for items and not generalized estimates and these must be detailed in the budget narrative. For example, if an agency wants to hire a consultant to help with curriculum development, the budget narrative must reflect the hourly cost of the consultant, the number of hours of anticipated work and the specific deliverable(s). If specific contractor is unknown at the time of submission, please indicate as estimated hourly cost based on research, hours anticipated, deliverables and timeline.

5. Be sure to address the following in the proposal

Identify the funding category/categories this proposal addresses, as outlined in Exhibit 1.

a. Develop a project plan for all activities proposed through the performance period/funding period of June 30, 2027. Proposed activities should expand or sustain an existing program or service and not be a new initiative(s).

b. Identify the project’s evaluation plan, and include metrics for how success will be measured and opportunities for improvement.

c. Identify the existing evidence-based, evidence-informed, or promising practice programs or activities that will be expanded upon for this project proposal.

d. Describe what specific need/gap is being addressed through this funding opportunity and what outcomes you anticipate from proposed activities during the grant period.

e. Identify the proposed geographic service and/or outreach area including why this area was selected.

f. Describe the proposed target populations to be served and provide an explanation of services needed for this population.

g. Identify the number of individuals estimated to be served based on the proposed staffing (if applicable) and geographic location.

h. Describe how you will collaborate with partners at the organizational level to make client/patient referrals for services or supports, assure coordinated services, and reduce duplication of services.

i. Identify any other Opioid Settlement Funds being used to fund this project.

j. Demonstrate the ability to complete services and performance metrics within the allotted timeline.

Timeline is reasonable and appropriate.

3.29. Contract Type, Term, and Renewal

The term of the contract shall commence upon award and shall remain in effect through June 30, 2027.

3.30. Reporting

Successful Proposers will be required to provide a quarterly and a final report to the Grants Administrator that will include the following information. Since funding could be provided during the first quarter, the first quarter report due date for a successful proposer would be October 15, 2025.

REPORTS:

Quarterly reports using report template (Form 5) to include:

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a. Narrative and Description of project activities achieved during specified timeframe.

b. Accomplishments (“success stories”) and challenges.

c. Staffing changes.

d. Current budget and description of over or underspending.

e. Evaluation metrics (e.g., actual numbers served versus proposed numbers).

REPORTING PERIOD:

QUARTER DATES REPORT DUE DATE

1ST Quarter July 1, 2025 – September 30, 2025 October 15, 2025

2nd Quarter October 1, 2025 – December 31, 2025 January 15, 2026

3rd Quarter January 1, 2026 – March 31, 2026 April 15, 2026

4th Quarter April 1, 2026 – June 30, 2026 July 15, 2026 5th Quarter July 1, 2026 – September 30, 2026 October 15, 2026

6th Quarter October 1, 2026 – December 31, 2026 January 15, 2027 7th Quarter January 1, 2027 – March 31, 2027 April 15, 2027 8th Quarter April 1, 2027 – June 30, 2027 July 15, 2027

RECEIPTS:

The successful proposers will provide adequate documentation as to how the funds were spent

(i.e., paid invoices, timesheets, travel logs, training materials, etc.). A copy of the budget form must be included. The City reserves the right to request additional information to ensure that funds were spent in accordance with the contract and budget.

3.31. Definitions of Keywords used in Solicitations

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

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

3. May: Indicates something that is not mandatory but permissible.

4. For purposes of this solicitation, the following definitions apply:

a. Contract – The legal agreement executed between the City and the Grantee.

b. City – City of Kingman, Arizona, 86401.

c. City Manager – The contracting authority for the city authorized to sign contracts and amendments thereto on behalf of the City.

d. Evaluation Committee – The committee established to formally evaluate proposals according to the evaluation criteria listed in a solicitation.

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e. Grantee, Company or Firm – Used interchangeably in referring to the organization offering material or services to the City.

f. Grants Administrator – The City employee specifically designated responsible for monitoring and overseeing the Grantees performance under this Contract.

g. Joint Venture – Two or more persons or entities combining their property, money, skills, and knowledge to form a distinct legal entity to carry out a single business enterprise for profit, pursuant to a written agreement.

h. Offer or Response – A general term for a bid, proposal, or submittal in response to an invitation for bid, request for proposals, or request for qualifications, respectively.

i. Offeror – The party making an offer to the City of Kingman in response to a solicitation. This term may refer to a bidder responding to an invitation for bids or proposer responding to a request for proposals.

j. Solicitation – A general term for an invitation for bid, request for proposals, or request for qualification issued by the City.

3.32. Americans with Disabilities Act

The Grantee must comply with all applicable provisions of the Americans with Disabilities Act, Public Law

101-336, 42 U.S.C. 12101-12213, and applicable federal regulations under the Act .

3.33. Applicable Law

This Contract is governed by the law of the State of Arizona, and suits pertaining to this Contract must be brought only in Federal or State courts in the State of Arizona.

3.34. Arbitration

It is understood and agreed that no provision of this Contract relating to arbitration or requiring arbitration will apply to or be binding upon the City except by the City's express written consent given subsequent to the execution of the Contract. However, if both parties agree, disputes may be resolved through arbitration.

The dispute must be resolved as provided for in A.R.S. Sec. 121501, et seq. The Grantee must continue to render the services required by this Contract without interruption, notwithstanding the provisions of this section.

3.35. Assignment - Delegation

No right or interest in this Contract is assignable in whole or in part without the written consent of the parties hereto, and no delegation of any duty of the Grantee will be made without prior written permission of the City Council. This Contract and all of the terms, conditions and provisions herein, extend to and bind upon the heirs, administrators, executors, successors, and assignees of the parties hereto. The City will not unreasonably withhold approval of assignment and will notify the Grantee of the City's position within fifteen (15) days of receipt of written notice by the Grantee.

3.36. Business License and Permits

The Grantee must maintain in current status all Federal, State, and local registrations, licenses and permits required for the operation of the business conducted by the Grantee as applicable to this Contract.

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3.37. Certification

By providing an authorized signature in the offer section of the offer and acceptance page, the offeror certifies:

1. The submission of the offer did not involve collusion or other anti-competitive practices.

2. The grantee must not discriminate against any employee or applicant for employment in violation of

Federal Executive Order 11246, or A.R.S § 41-1461, et seq.

3. The grantee has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer.

4. The grantee submitting the offer herby certifies that the individual aligning the proposal is an authorized agent for the offeror and has the authority to bind the offeror to the contract.

5. The grantee certifies that, to the best knowledge and belief of the grantee, the grantee is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal, state or local government.

3.38. Confidentiality of Records

The Grantee must establish and maintain procedures and controls that are acceptable to the City for the purpose of assuring that no information contained in its records or obtained from the City or from others in carrying out its functions under the Contract will be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the City. The Grantee also agrees that any information pertaining to individual persons must not be divulged other than to employees or officers of Grantee as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the City.

3.39. Continuity

The Grantee must maintain all pertinent files, records, and documents which relate to the delivery of materials or services provided in this Contract. Supporting documents, files, and records must be retained by the Grantee for five (5) years after the termination of this Contract.

3.40. Contract

The Contract will be based upon the Solicitation issued by the City, the Offer submitted by the Grantee in response to the Solicitation, and any negotiations entered into and changes agreed upon by both parties.

The Offer must substantially conform to the terms, conditions, specifications and other requirements set forth within the Solicitation. The City reserves the right to clarify any contractual terms with the concurrence of the Grantee; however, any substantial nonconformity in the offer, as determined by the City

Council, may be deemed nonresponsive and the Offer rejected. The Contract will contain the entire agreement between the City and the Grantee relating to this requirement and prevails over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form.

3.41. Contract Amendments

This contract may be modified only by a written contract amendment approved and signed by the City

Council per the City of Kingman Procurement Code or any other relevant resolution approved by the

Council.

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3.42. Cost of Proposal Preparation

The City will not reimburse the cost of developing, presenting, or providing any response to a Solicitation, except as required by statute. Offers submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner.

3.43. Exclusive Possession

All work of authorship, including but not limited to calculations, designs, drawings, specifications, graphics, text, and all copy writable works resulting from this Contract will become property of the City.

Additionally, all services, information, computer program elements, reports, plans, specifications, and other deliverables which may be created under this Contract are the sole property of the City. Property of the City must not be used or released by the Grantee or any other person except with prior written permission from the City.

3.44. Force Majeure

Except for payment of sums due, neither party is liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of Force Majeure.

The term "Force Majeure" means a major occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Force Majeure will not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence in accordance with this Force Majeure term and condition.

1. If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party must immediately notify the other party in writing of such a delay at the commencement thereof, and further specify the causes of the delay in the notice. Such notice must be hand delivered, mailed certified-return receipt, or emailed and must make a specific reference to this article, thereby invoking its provisions. The delayed party must make all reasonable efforts to overcome conditions causing delay as soon as practicable and must notify the other party in writing when it has done so. The time of completion will be extended by contract modification for a period of time equal to the time required to overcome the Force Majeure or the time required to overcome the effects of the Force Majeure that delayed the party from performing in accordance with this Contract.

3.45. Gratuities

The City may, by written notice to the Grantee, cancel this Contract if it is found that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Grantee or any agent or representative of the Grantee, to any officer or employee of the City. In the event this Contract is canceled by the City pursuant to this provision, the City is entitled, in addition to any other rights and remedies, to recover or withhold from the Grantee the amount of the gratuity.

3.46. Indemnification

To the extent allowed by law, Grantee must indemnify, defend, and hold harmless City of Kingman, and its officers, officials, agents, Officers, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury (including death), personal injury, or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the acts or omissions of Grantee or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out

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Contract, the Grantee agrees to waive all rights of subrogation against City of Kingman, its officers, officials, agents, Officers, and employees for losses arising from the work performed by the Grantee for

City of Kingman.

The scope of this indemnity will not be limited by the Insurance Requirements contained herein.

3.47. Independent Consultant

Each party will act in its individual capacity and not as an agent, employee, partner, joint venture, or associate of the other. An employee or agent of one party will not be deemed or construed to be the employee or agent of the other party for any purpose whatsoever.

1. The Grantee is not entitled to compensation in the form of salaries, paid vacation, or sick days by the

City. Such days do not accumulate for the Grantee's use at a later date.

2. The City will not provide any insurance coverage to the Grantee, including Worker's Compensation coverage. The Grantee is advised that taxes or social security payments will not be withheld from a City payment issued hereunder and that Grantee should make arrangements to directly pay such expenses, if any.

3.48. Israel Boycott Certification

Written Certification Pursuant to A.R.S. § 35-393.01. If Grantee engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, Grantee certifies it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.

3.49. Legal Arizona Workers Act Compliance

To the extent applicable, pursuant to the provisions of A.R.S. § 41-4401, the Grantee hereby warrants that it is in material compliance with all federal immigration laws and regulations that relate to its employees and with the E-verify requirements set forth in A.R.S. § 23-214 (A).

3.50. Legal Remedies

All claims and controversies regarding this Contract are subject to the City of Kingman Procurement Code and any applicable Arizona Revised Statutes.

3.51. Patent Infringement

The City will advise the Grantee of any impending patent suit and provide all information available. The

Grantee must defend any suit or proceeding brought against the City based on a claim that any equipment, or any part thereof, furnished under this Contract constitutes an infringement of any patent, and the Grantee must pay all damages and costs awarded therein, excluding incidental and consequential damages, against

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3.52. Project Compliance

It is the Grantee’s sole responsibility to comply with all applicable Federal, State, and Local regulations.

At a minimum, the project, materials, or services provided under this Contract must comply with all applicable Federal, State, and Local regulations and any amendments thereto that are adopted during the life of this Contract.

3.53. Provisions Required by Law

Each and every provision of law and any clause required by law to be included in this Contract is read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party the Contract must forthwith be physically amended to make such insertion or correction.

3.54. Records

Internal control over all financial transactions related to this Contract must be in accordance with sound fiscal policies. The City may, at reasonable times and places, audit the books and records of Grantee or any and all of Grantee’s subcontractor. Said audit will be limited to this Contract and its scope of services.

3.55. Relationship of Parties

It is clearly understood that each party acts in its individual capacity and not as an agent, employee, partner, joint venture, or associate of the other. An employee or agent of one party will not be deemed or construed to be the employee or agent of the other party for any purpose whatsoever. The Grantee is advised that taxes or social security payments will not be withheld from a City payment issued hereunder and that Grantee should make arrangements to directly pay such expenses, if any.

3.56. Right to Assurance

Whenever one party to this Contract in good faith has reason to question the other party's intent to perform, the former party may demand that the other party give a written assurance of this intent to perform. In the event that a demand is made and no written assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation with this Contract.

3.57. Rights and Remedies

No provision in this document or in the Offer will be construed, expressly or by implication, as a waiver by either party of any existing or future right or remedy available by law to seek the cure of any claim, default, or breach of contract. The failure of either party to insist upon the strict performance of any term or condition of the Contract or delay the exercise of any right or remedy provided in the Contract or by law will not be deemed a waiver to such rights or remedies. Furthermore, the acceptance of materials or services and delivery of obligations imposed by this Contract or by law does not constitute a waiver of any right or remedy provided by this Contract or by law, nor will such an act constitute a waiver of any right of either party to insist upon the strict performance of the Contract.

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3.58. Severability

The provisions of this Contract are severable at the sole discretion of the City to the extent that any provision or application held to be invalid will not affect any other provision or application of the Contract which may remain in effect without the invalid provision or application.

3.59. Subcontractors

No subcontract will be entered into by the Grantee with any other party to furnish any of the materials or services specified herein without the advance written approval of the City Council. All subcontracts must comply with Federal and State laws and regulations which are applicable to the services covered by the subcontract and must include all the terms and conditions set forth herein which will apply with equal force to the subcontract, as if the subcontractors were the Grantee referred to herein. The Grantee is responsible for contract performance whether or not subcontractors are employed. The City will not unreasonably withhold approval and will notify the Grantee of the City's position within fifteen (15) days of receipt of written notice by the Grantee.

3.60. Subsequent Employment

The City may terminate this Contract pursuant to A.R.S. Section 38-511 without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting, or creating the

Contract, on behalf of the City is or becomes, at any time while the Contract or any extension of the Contract is in effect, an employee of, or a Grantee to any other party to this Contract with respect to the subject matter of the Contract. Such cancellation takes effect when written notice from the City Council is received by the parties to this Contract, unless the notice specifies a later time.

3.61. Termination of Contract

Unless otherwise specifically provided herein, this Contract may be terminated at any time by mutual written consent. The City may, with or without cause, terminate this Contract in whole or in part upon giving thirty (30) days written notice to the Grantee. If this Contract is terminated, the City will be liable only for payment under the payment provisions of this Contract for services rendered and materials accepted by the City before the effective date of termination, unless the subject items are nonconforming. If the materials or services for which the City would otherwise be liable to pay are nonconforming, STANDARD

TERMS AND CONDITIONS, “ACCEPTANCE” governs.

1. The City may terminate this Contract in whole or, from time to time, in part, for the City’s convenience or because of the failure of the Grantee to fulfill the Contract obligations. Upon receipt of the notice of termination, the Grantee must:

a. Immediately discontinue all services affected (unless the notice directs otherwise), and

b. Deliver to the Department of Procurement all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this Contract, whether completed or in process.

2. If the termination is for the convenience of the City, the City will make an equitable adjustment in the contract price but will allow no anticipated profit on unperformed services.

3. If the termination is for failure of the Grantee to fulfill the Contract obligations, the City may complete the work by contract or otherwise, and the Grantee is liable for any additional cost incurred by the City.

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4. If, after termination for failure to fulfill Contract obligations, it is determined that the Grantee has not failed, the rights and obligations of the parties are the same as if the termination had been issued for the convenience of the City.

5. The rights and remedies of the City provided in this clause are in addition to any other rights or remedies provided by law or under this Contract.

6. Each payment obligation of the City created hereby is conditioned upon the availability of City, State and Federal funds which are appropriated or allocated for the payment of such an obligation. If funds are not allocated by the City and available for the continuance of service herein contemplated, the contract period for the service may be terminated by the City at the end of the period for which funds are available.

The City will notify Grantee at the earliest possible time which service will or may be affected by a shortage of funds. No penalty will accrue to the City in the event this provision is exercised, and the City will not be obligated or liable for any future payments due or for any damages as a result of termination under this paragraph.

3.62. Written Certification Pursuant to A.R.S. §35-394