Pharmaceutical,_and_EMS_Supply_Distribution_(Addendum_#2_Revision).pdf

CITY OF TUCSON

INVITATION FOR BID

240101

PHARMACEUTICAL, AND EMS SUPPLY DISTRIBUTION

Due Date: Thursday, December 7, 2023

City of Tucson

255 W Alameda St

Tucson, AZ 85701

Procurement portal https://secure.procurenow.com/portal/tucson-az

Public Portal https://secure.procurenow.com/portal/tucson-az/projects/22826

PUBLISH DATE: November 13, 2023 https://secure.procurenow.com/portal/%7Bproject.government.code%7D https://secure.procurenow.com/portal/%7Bproject.government.code%7D/projects/%7Bproject.id%7D https://secure.procurenow.com/portal/%7Bproject.government.code%7D/projects/%7Bproject.id%7D

CITY OF TUCSON INVITATION FOR BID NO. 240101

BUSINESS SERVICES DEPARTMENT Page 2 of 32 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Ladd Lyons

255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4113

Attachments:

A - OFFER AND ACCEPTANCE.IFB

F - VendNovation Product Catalog

BUSINESS SERVICES DEPARTMENT Page 3 of 32

A. NOTICE

A.1. CITY OF TUCSON

NOTICE OF INVITATION FOR BID NO 240101

TITLE: Pharmaceutical, and EMS Supply Distribution

SUBMITTAL DUE DATE: Thursday, December 7, 2023 AT 2:00 P.M. LOCAL AZ TIME

PRE-SUBMITTAL CONFERENCE DATE: Wednesday, November 22, 2023

TIME: 1:00 pm LOCAL AZ TIME

LOCATION: MICROSOFT TEAMS VITRUAL MEETING

Or call in (audio only)

+1 213-293-2303,,567724693# United States, Los Angeles

Phone Conference ID: 567 724 693#

Find a local number | Reset PIN

QUESTIONS SHALL BE DIRECTED TO: Ladd Lyons

(520) 837-4113 ladd.lyons@tucsonaz.gov

Publication Dates: NO VALUE

Posted Date: Monday, November 13, 2023

Competitive sealed submittals for the material or service specified in this solicitation must be submitted through the City’s online bidding system. No late submittals will be accepted. Reponses submitted in physical form or by facsimile or email will not be considered. Offerors are cautioned to commence the submittal process sufficiently ahead of time to allow for unanticipated delays resulting from things like a slow internet connection, internet outage, difficulty uploading large documents, differing system requirements, etc.

Questions about this solicitation must be addressed to the responsible Contract Officer listed herein.

https://teams.microsoft.com/l/meetup-join/19%3ameeting_NWNmMzFkMTYtOTc3Ny00MzZmLWJmNmQtMTBiOWRkNmViZWFl%40thread.v2/0?context=%7b%22Tid%22%3a%22d21e59ec-c208-43eb-aaf1-cf06d9a196e0%22%2c%22Oid%22%3a%22f1bbce9c-2eb2-4c80-b35f-94c94cf35b93%22%7d tel:+12132932303,,567724693 https://dialin.teams.microsoft.com/2c60b41f-ade1-4bcb-8fa6-36d6e327015e?id=567724693 https://dialin.teams.microsoft.com/usp/pstnconferencing

BUSINESS SERVICES DEPARTMENT Page 4 of 32

B. INTRODUCTION

B.1. Summary

It is the intention of the City of Tucson to establish an annual requirement contract for VendNovations EMS Platform Hardware and Software servicing, as per the Scope of Work, which includes vending machines, vendible lockers, and the software to support the pharmaceutical and durable goods distribution of the Tucson Fire Department and Tucson Police Department. The City of Tucson currently owns 16 Wittern IDS vending machines and 1 Optima Helix Vending Machine, three tethered lockers (2 x 18 Door and 1 x 12 Door), and one independent locker. All future purchases will be in an as-needed basis. The City Reserves the right to purchase newer models, accessories, or technologies as they become available. This hardware is dispersed throughout the City of Tucson, however, Fire Resource Management located at 720 E. Ajo Way, Tucson AZ, 85713 will manage this contract. No alternative Software platforms or Hardware solutions will be considered.

B.2. Contact Information

Ladd Lyons Contract Officer 255 W. Alameda 6Th Floor Tucson, AZ 85701 Email: ladd.lyons@tucsonaz.gov Phone: (520) 837-4113 Department:

Fire Department

B.3. Timeline mailto:ladd.lyons@tucsonaz.gov tel:(520)837-4113

BUSINESS SERVICES DEPARTMENT Page 5 of 32

Issue Date November 13, 2023

Pre-Bid Conference (Non-Mandatory) November 22, 2023, 1:00pm

TEAMS VIRTUAL MEETING

Question Submission Deadline November 27, 2023, 4:00pm

Bid Due Date December 7, 2023, 2:00pm

BUSINESS SERVICES DEPARTMENT Page 6 of 32

C. SCOPE OF WORK

C.1. General Requirements

HARDWARE: All product offered in response to this solicitation shall be in current and ongoing production; shall have been formally announced for general marketing purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in this solicitation. Vending machines will include both keypad and RFID (Proximity Card reader) login procedures. The bidder shall be responsible for any upgrades to machines the City of Tucson currently has deployed if VendNovations makes changes to it’s existing platform.

SOFTWARE: The City of Tucson currently owns 17 vending machines, three (3) tethered lockers, and one (1) independent locker with approximately 700 vending users that requires continues monitoring and support to maintain FDA and DEA compliance. There will be no limit on the number of vending users. Bidder must provide VendNovations EMS Platform.

LABOR/REPAIRS: Bidders shall state their LABOR RATE FOR REPAIR, as an HOURLY RATE, for repairs and service. This rate shall remain for the entire contract period, subject to change only at contract renewal.

INVOICING: The City should be billed annually for software licensing. For hardware, the City purchase order number and asset number (unit #) shall be shown on all invoices and related documents. All invoices that have labor charges shall state the number of labor hours being charged for services rendered. All invoices for parts only will have a supporting document with the signature and employee number of the city employee accepting the parts. Contractor’s invoices should accompany all part deliveries.

BUSINESS SERVICES DEPARTMENT Page 7 of 32

D. INSTRUCTION TO OFFERORS

D.1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION

For purposes of this solicitation and subsequent contract, the following definitions shall apply:

City: The City of Tucson, Arizona.

Contract: The legal agreement(s) executed between City and the Successful Offeror(s). The Contract will be deemed to include all the conditions and requirements set forth in this IFB and any Addenda to the IFB, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Proposal submitted by Offeror as finally negotiated and accepted by the City.

Contractor/Consultant: A Successful Offeror that enters into a Contract with the City.

Contract Representative: The City employee or employees who have specifically been designated to act as a contact person or persons to the Contractor, and is responsible for monitoring and overseeing the Contractor's performance under this Contract.

Business Services Director: The contracting authority for the City authorized to sign contracts and addenda thereto on behalf of the City.

May: Indicates something that is not mandatory but permissible.

Offeror: Each individual or entity that submits a submittal in response to this solicitation.

Will: The indicated party is promising to take the action or abide by the condition.

Must: The action or condition is required.

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

D.2. INQUIRIES

Any questions about this solicitation or the proposed Contract must be presented at the Pre-Submittal Meeting, if there is one (see above), or submitted in writing, via email, or through the online bidding system, to the Contract Officer by the Question Submission Deadline. The email must refer to the solicitation number and the paragraph number of the provision that the question concerns. The Contract Officer may respond by email or may, if they deem it appropriate, address the question in a solicitation Addendum. Offeror may not rely on oral interpretations or clarifications about the solicitation; only questions answered in an email by the Contract Officer or posted as a formal solicitation Addendum will be binding.

D.3. PRE-SUBMITTAL MEETING

A Pre-Submittal Meeting will be held at the date and time stated on the cover page of this solicitation, if such a date and time is provided. Attendance at this meeting is not mandatory, but written minutes and/or notes regarding the meeting will NOT be provided, so attendance is encouraged. The purpose of this meeting will be to clarify the contents of this solicitation in order to prevent any misunderstanding of the City's position.

BUSINESS SERVICES DEPARTMENT Page 8 of 32

D.4. ADDENDUM OF INVITATION FOR BID

Solicitation Addenda will be posted on the City’s link to the online bidding website. Offeror is responsible for checking the webpage regularly for new solicitation addenda and must acknowledge each addendum to this solicitation in its submittal. Please note that vendors who have registered with the Business Services Department at https://secure.procurenow.com/portalucson-az website and follow the City of Tucson will receive email notifications of solicitation addenda.

D.5. UNDERSTANDING SCOPE OF WORK

Before submitting a response to this solicitation, Offeror must familiarize itself with the Scope of Work, laws, regulations, physical conditions, and other factors affecting the obligations – including the expense and difficulty of fulfilling those obligations – that Offeror will have under the Contract if awarded to Offeror. No adjustment to the financial or other terms of the Contract will be justified by Offeror’s failure to fully understand or appreciate the Contract requirements or other factors affecting Contract performance.

D.6. PREPARATION OF SUBMITTAL

A. Form and Organization. Offeror’s Submittal must be on the forms provided in this solicitation (as applicable). Supporting documentation must be arranged in a manner that follows and clearly refers to corresponding sections of the solicitation. Offeror may copy the submittal forms in order to complete them electronically but may not alter or rearrange them or change any paragraph designations.

B. Confidential Information. Any information in its submittal that Offeror wishes to be treated as confidential must be clearly marked “CONFIDENTIAL.”

C. Proposal Contents. Offeror’s submittal must contain a response to all sections of the solicitation and forms must be completed and any requested supporting documentation attached.

D. Signatures. Offeror must include in their submittal signed copies of the Offer and Acceptance page. Any cover letter accompanying the proposal documents must be signed. Offeror must initial each erasure, interlineation or other modification in the submittal. The person signing and initialing on behalf of Offeror must be a person authorized to legally bind Offeror.

E. Prices. Where a unit price is provided it will govern over any erroneous extension of the price.

F. Time Periods. Periods of time, stated as a number of days, will be calendar days unless specifically stated otherwise.

G. Accuracy. Mistakes in preparation of its submittal confers on Offeror no right to modify or withdraw its submittal after the Submittal Deadline.

H. Cost of Preparation. The City will not reimburse Offeror for the cost of developing, presenting, submitting or providing any response to this solicitation.

I. Subcontractors. Offeror must, in their submittal, list any subcontractors that it will utilize in the performance of the Contract if they are awarded the Contract and must describe their qualifications in detail.

https://secure.procurenow.com/portalucson-az/contracts

BUSINESS SERVICES DEPARTMENT Page 9 of 32

J. Incomplete Information. Failure to include all requested information may have a negative impact on the evaluation of Offeror’s submittal.

D.7. PAYMENT DISCOUNTS

Payment discount periods shall be computed from the date of receipt of the material/service or correct invoice, whichever is later, to the date City’s payment warrant is mailed. Unless freight and other charges are itemized, any discount provided shall be taken on full amount of invoice. Payment discounts of twenty-one calendar days or more shall be deducted from the proposed price in determining the price points. However, the City shall be entitled to take advantage of any payment discount offered by a vendor provided payment is made within the discount period. The payment discount shall apply to all purchases and to all payment methods.

D.8. TAXES

The City is exempt from federal excise tax, including the federal transportation tax. The City is not tax exempt from sales tax, etc.

D.9. BID/SUBMITTAL FORMAT

A bid should be submitted on the forms and in the format specified in the IFB. Any information that the offeror requested to held as confidential information shall be clearly marked as such. The material should be in sequence and related to the IFB. The sections of the submittal should be organized, clearly identifiable, and should include a minimum of the following sections: the completed Offer and Acceptance Form, all signed Addenda, a copy of this IFB document, and the Offeror’s response to the Evaluation Criteria including the completed Price Page. Failure to include the requested information may have a negative impact on the evaluation of the offeror's proposal.

D.10. PUBLIC RECORD

Any documents submitted by Offeror in response to this solicitation will become the property of the City.

Except as set forth below with respect to Confidential Information, the Submittal will be deemed to be a public record available for review by the public after the award notification.

D.11. CONFIDENTIAL INFORMATION

The City is obligated to abide by the Arizona Public Records Law, A.R.S. §§ 39-101 through 39-161. If Offeror believes that any portion of its proposal, offer, specification, protest or correspondence contains information that is confidential and subject to being withheld from disclosure in the event that the City receives a public records request to which the record is responsive, Offeror must, when the record is submitted, provide the Contract Officer written notification of that fact. The records or portions of records that Offeror wishes to be treated as confidential must also be clearly marked “CONFIDENTIAL” on their face. Pricing will not be treated as confidential.

If the City, after award notification, receives a public-records request to which a Contractor record marked “CONFIDENTIAL” is responsive, City will notify Offeror in writing. Unless Offeror, within 10 days after the date of that notice, obtains and provides to City an order from a court of competent

BUSINESS SERVICES DEPARTMENT Page 10 of 32 jurisdiction prohibiting the City from releasing the records, the City may release the records without any liability to Offeror.

D.12. CERTIFICATION OF NONCOLLUSION; CONFLICTS OF INTEREST

By submitting a response, Offeror warrants that:

A. Preparation and submission of the submittal did not involve collusion or other anti-competitive practices.

B. Offeror 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, meal or service to a public servant in connection with this solicitation.

C. No person has been employed or retained to solicit or secure a Contract under this solicitation upon a promise of a commission, percentage, brokerage, or contingent fee.

D. No member of the City of Tucson Mayor and Council or any employee of the City involved in this solicitation process has any financial interest in Offeror’s firm.

The City may disqualify Offeror from further participation in the solicitation process if the City determines that Offeror has an actual or apparent conflict of interest or has engaged in any collusion or anti-competitive practices.

D.13. WHEN AND HOW TO SUBMIT BIDS

In order to be considered, Offeror must, no later than the Offer Submittal Deadline, submit its Offer electronically through the City’s online bidding system, https://secure.procurenow.com/portalucson-az.

NOTE: THE ENTIRE OFFER MUST BE IN "“SUBMITTED"” STATUS IN THE CITY’S ONLINE

BIDDING SYSTEM IN ORDER TO BE CONSIDERED. RESPONSES THAT HAVE BEEN CREATED

IN THE SYSTEM, BUT THAT ARE NOT IN "“SUBMITTED"” STATUS BY THE OFFER SUBMITTAL

DEADLINE WILL NOT BE CONSIDERED.

D.14. OFFER AND ACCEPTANCE PERIOD

In order to allow for an adequate evaluation, the City requires an offer in response to this solicitation to be valid and irrevocable for ninety (90) days after the proposal due date and time.

D.15. WITHDRAWAL OF SUBMITTAL; BINDING OFFER

By submitting a response to this solicitation, Offeror is offering to enter into the Contract with the City.

Offeror may withdraw a submitted response at any time prior to the Submittal Deadline. Submittals can be withdrawn by clicking "unsubmit proposal" in the online bidding system.

D.16. DISCUSSIONS/CLARIFICATIONS

The City may, at its discretion, conduct discussions with Offeror for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in Offeror’s submittal in order to clarify the offer and assure full understanding of, and responsiveness to, solicitation requirements.

https://secure.procurenow.com/portalucson-az

BUSINESS SERVICES DEPARTMENT Page 11 of 32

D.17. TAX OFFSET POLICY

If applicable, in evaluating price proposals, the City shall include the amount of applicable business privilege tax, except that the amount of the City of Tucson business privilege tax shall not be included in the evaluation.

D.18. VENDOR REGISTRATION; BUSINESS LICENSE

In order to be eligible for award of a Contract, Offeror must:

A. Register with the City’s Business Services Department. Registration can be completed at http://www.tucsonprocurement.com/ by clicking on Vendors, Registration for Purchase Orders and Registration for Notification of Solicitations. Please note that email notifications of newly published solicitations and addenda will be provided to those vendors that select email as their preferred delivery method in their vendor record.

B. Obtain a City of Tucson Business License or a written determination from the City'’s Business License Section that a license is not required. Application for a City Business License can be completed at http://www.tucsonaz.gov/etax. For questions contact the City'’s Business License Section at (520) 791-4566 or email at tax-license@tucsonaz.gov.

D.19. UPON NOTICE OF INTENT TO AWARD

The apparent successful offeror shall sign and file with the City, within five (5) days after Notice of Intent to Award, all documents necessary to the successful execution of the Contract.

D.20. AWARD OF CONTRACT

A. Unless otherwise provided within the IFB, the City reserves the right to award by individual line item, by group of line items, or as a total, whichever is deemed most advantageous to the City.

The City may make positional awards; if positional awards are made, post award modifications to award position may be considered based upon price increases during the term of the contract.

B. Notwithstanding any other provision of the Invitation for Bid, the City reserves the right to:

1. waive any immaterial defect or informality; or

2. reject any or all bids, or portions thereof; or

3. reissue an Invitation for Bid.

C. A response to the Invitation for Bid is an offer to contract with the City based upon the terms, conditions, and Specifications contained in the City’s Invitation for Bid. Bids do not become Contracts unless and until they are executed by the City’s Director of Business Services and City Attorney. A Contract has its inception in the award, eliminating a formal signing of a separate Contract. All of the terms and conditions of the Contract are contained in the Invitation for Bid, unless any of the terms and conditions are modified by an IFB Amendment, a Contract Amendment, or by mutually agreed terms and conditions in the Contract documents.

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D.21. BID RESULTS

The name(s) of the successful offeror(s) will be posted on the Procurement Department’s Internet site at https://secure.procurenow.com/portalucson-az/contracts upon issuance of a Notice of Intent to Award or upon final contract execution.

D.22. PROTESTS

A protest shall be in writing and shall be filed with the Business Services Director. A protest of a Request for Proposal shall be received at the Department of Procurement not less than five (5) working days before the Request for Proposal due date. A protest of a proposed award or of an award shall be filed within ten (10) days after issuance of notification of award or issuance of a notice of intent to award, as applicable. A protest shall include:

A. The name, address, and telephone number of the protestant;

B. The signature of the protestant or its representative;

C. Identification of the Request for Proposal or Contract number;

D. A detailed statement of the legal and factual grounds of protest including copies of relevant documents; and

E. The form of relief requested.

https://secure.procurenow.com/portalucson-az/contracts

BUSINESS SERVICES DEPARTMENT Page 13 of 32

E. PRICING PROPOSAL

HARDWARE AND SOFTWARE

The Hardware Vending Machines and Lockers pricing quote will be for the models as identified in Attachment F - VendNovations Product catalog. Software service will be for the VendNovation EMS Platform. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, materials, printing, travel and mileage, postage, shipping, etc.

Line Item Description Quantity Unit of Measure

Unit Cost Total

1 Vending Machine Hardware Optima Helix

1 Each

2 Vending Machine Hardware IIC Sightguard

1 Each

3 Vending Machine Hardware RFID Reader 125Khz Proximity Card Reader BZ-RFH

1 Each

4 Locker Hardware Versa SmartLocker 18C

1 Each

5 Locker Hardware Versa SmartLocker 18S

1 Each

6 Locker Hardware Accessory Standard Control Panel

1 Each

7 EMS Platform Software Service Vending Machines

1 Each

8 EMS Platform Software Service Lockers

1 Each

9 Hardware Service and Repair Labor Rates

1 Hour

10 Preventative Maintenance Program Yearly PM with coverage per Unit/Machine

1 Year

TOTAL

BUSINESS SERVICES DEPARTMENT Page 14 of 32

F. SPECIAL TERMS AND CONDITIONS

F.1. CONFLICTS OF INTEREST

An Offeror responding to this solicitation acknowledges that, to the best of its knowledge, information and belief, no person has been employed or retained to solicit or secure a Contract that may be awarded pursuant to this solicitation upon a promise of a commission, percentage, brokerage, or contingent fee, and that no member of the City of Tucson Mayor and Council or any employee of the City has any financial interest in Offeror’s firm. In addition, all communications regarding this solicitation shall be directed to the Business Services Department. Interested Offerors shall refrain from engaging in any communication (written or verbal) regarding this solicitation or the matters involving this solicitation or TCC operations with any other City staff, Mayor & Council or staff of Mayor & Council.

The City reserves the right to disqualify an Offeror from further participation in the solicitation process in the event the City determines that Offeror has an actual or apparent conflict of interest with the purposes of this solicitation, or has violated this Conflict of Interest.

Upon a finding by the City that gratuities in the form of entertainment, gifts or inducements were offered or given by Offeror, or any agent or representative of Offeror, to any officer or employee of the City, including the Mayor and Council and their staff, for the purpose of securing a Contract that may be awarded pursuant to this solicitation, or securing favorable treatment with respect to the awarding, amending, or making of any determination with respect to the performance of a Contract that may be awarded under this solicitation, the City, may, by one (1) calendar day provide written notice to Offeror, terminate the right of Offeror to proceed under this solicitation; provided that the existence of the facts upon which the City made such finding shall be an issue and may be litigated in an Arizona court of competent jurisdiction.

F.2. COOPERATIVE PURCHASING

Contractor will, when requested, provide goods and services at the same prices and under the same terms and conditions as set forth in this Contract to any public or nonprofit agency that, at the time of request, has a Cooperative Purchasing Agreement with the City or participates in the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See http://www.tucsonprocurement.com/coop_partners.aspx and click on “Cooperatives” for a list of agencies that have Cooperative Purchasing Agreements with the City; see http://www.mesaaz.gov/home/showdocument?id=23638 for a list of agencies participating in SAVE.

These lists are subject to change. Contractor may, however, negotiate with an agency for payment of additional out-of-pocket expenses that will be incurred by Contractor in providing goods and services to the agency (i.e., freight charges, travel related expenses, etc.).

Each participating agency that orders goods or services under this Contract as provided above is solely responsible for paying Contractor for those goods and services. The City is not responsible for any disputes arising out of transactions made by others.

BUSINESS SERVICES DEPARTMENT Page 15 of 32

F.3. DEFECTIVE PRODUCT

All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Contractor.

All replacement products must be received by the City within seven (7) days of initial notification.

F.4. DELIVERY CONSIDERATION

Delivery is an important consideration and will be a factor in the determination of an award. Therefore, delivery time after receipt of an order must be stated in definite terms. Should there be variations in delivery time by item, bids/offers must be clear in regard to those variations.

F.5. EQUIPMENT AND RECALL NOTICES

In the event of any recall notice, technical service bulletin, or other important notification affecting equipment purchased from this contract, a notice shall be sent to the Contract Representative(s). It shall be the responsibility of the contractors to ensure that all recall notices are sent directly to the Contract Representative(s).

F.6. FOB DESTINATION FREIGHT PREPAID

Prices shall be FOB Destination Freight Prepaid to the delivery location designated. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Contractor.

All claims for visible or concealed damage shall be filed by the Contractor. The City will assist the Contractor in arranging for inspection.

F.7. INVENTORY

The City of Tucson has an ongoing requirement for the material indicated in this solicitation. The Contractor shall maintain a reasonable stock on hand for delivery upon request.

F.8. LIVING WAGE REQUIREMENTS

The Contractor shall comply with all applicable provisions of the City’s Living Wage Ordinance (Article XIV of the Tucson Procurement Code). Contractor further agrees, upon request, to affirm in writing that Contractor is in compliance. The City’s Living Wage ordinance can be found at the following link:

https:/ucsonprocurement.com/bidders_livingwage.aspx

F.9. PRICE ADJUSTMENT

The City will review fully documented requests for price adjustment after any Contract has been in effect for one (1) year. Any price adjustment will only be made at the time of Contract renewal and/or extension and will be a factor in the extension review process. The City will determine whether the requested price adjustment or an alternate option, is in the best interest of the City. Any price adjustment will be effective upon the effective date of the Contract extension.

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F.10. SAFETY STANDARDS

The Bidder/Offeror shall certify that the equipment being bid/offered is designed and includes operating features that comply with the safety standard promulgated under the Federal Occupational Safety and Health Act (OSHA). If the equipment being bid/offered is governed by OSHA regulations the successful Bidder/Offeror is required to submit a certificate stating that such equipment complies with applicable OSHA standards.

During the term of this Contract, should there be modifications in federal and/or state laws and regulations regarding safety standards or other specifications and marketing procedures for the contracted item(s), the City of Tucson reserves the right to amend the Contract to provide for the delivery of items which conform to such changes. As a result, the City will negotiate any necessary price changes with the Contractor. Should negotiations fail the City may cancel the Contract for the affected items.

F.11. TERM AND RENEWAL

The term of the Contract shall commence upon award and shall remain in effect for a period of one (1) year, unless terminated, canceled or extended as otherwise provided herein. The Contractor agrees that the City of Tucson shall have the right, at its sole option, to renew the Contract for four (4) additional one-year periods or portions thereof. In the event that the City exercises such rights, all terms, conditions and provisions of the original Contract shall remain the same and apply during the renewal period with the possible exception of price and minor scope additions and/or deletions.

F.12. WARRANTY

Bidder/Offeror shall warrant that all equipment and parts furnished in their bid/offer are newly manufactured and free from defects in material and workmanship for no less than one (1) year from the date the equipment is delivered or installed. Warranty shall also guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to promises or specified specifications. No other express or implied warranty shall eliminate the vendor’s liability as stated herein.

BUSINESS SERVICES DEPARTMENT Page 17 of 32

G. INSURANCE REQUIREMENTS

G.1. The Contractor agrees to:

A. Obtain insurance coverage of the types and amount required in this section and keep such insurance coverage in force throughout the life of this contract. All policies will contain an endorsement providing that written notice be given to the City at least ten (10) calendar days prior to termination, cancellation, or reduction in coverage in any policy.

B. The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the City as an additional insured with respect to liability arising out of the performance of this contract. Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract. The Contractor agrees that the insurance hereunder will be primary and that any insurance carried by the City will be excess and not contributing.

C. Provide and maintain minimum insurance limits as applicable.

G.2. Required Insurance Policies

Contractor will obtain and maintain during the entire term of this Contract the following insurance coverage from insurers that have an “A.M. Best” rating of not less than A-VII:

G.3. Commercial General Liability

Policy must include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability with coverage limits no lower than:

Each Occurrence: $1,000,000

General Aggregate: $2,000,000

Products & Completed Operations Aggregate: $2,000,000

Personal and Advertising Injury: $1,000,000

Blanket Contractual Liability: $1,000,000

G.4. Commercial Automobile Liability

Policy must include bodily injury and property damage, for any owned, hired, and/or non-owned vehicles used in performance of work under this Contract, with a Combined Single Limit no lower than $1,000,000.

G.5. Worker's Compensation. Policy must have coverage limits no lower than:

Policy must have coverage limits no lower than:

Per Occurrence: Statutory

Employer's Liability: $1,000,000

BUSINESS SERVICES DEPARTMENT Page 18 of 32

Disease Each Employee: $1,000,000

Disease Policy Limit: $1,000,000

[If Contractor is a Sole Proprietor, include this waiver provision under A.R.S. § 23-961(M). To determine whether the Contractor is a Sole Proprietor, please request the Sole Proprietor/Independent Contractor form from the Contract Officer listed in the solicitation.] I am a sole proprietor, and I am doing business as [name of sole proprietor business]. I am performing work as an independent contractor for the City of Tucson. I am not the employee of the City of Tucson for workers' compensation purposes, and, therefore, I am not entitled to workers' compensation benefits from the City. I understand that if I have any employees working for me, I must maintain workers' compensation insurance on them.

G.6. Claims Made Insurance Coverage

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

G.7. Additional Insurance Requirements

All Policies, excluding Employment Practices Liability and Professional Liability (Errors & Omissions), must include or be endorsed to include the following provisions:

A. A waiver of subrogation endorsement in favor of the City of Tucson, for losses arising from work performed by or on behalf of the Contractor (Including Worker’s Compensation).

B. The insurance afforded the contractor shall be primary insurance and that any insurance carried by the City of Tucson and its agents, officials or employees shall be excess and not contributory.

C. Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract.

G.8. Policy Change Notice

Contractor will give the City 10 days advance written notice before any of the above policies are changed in any manner that is inconsistent with the requirements of this Contract. The notice must be sent directly to the Procurement Division of the Business Services Department.

G.9. Additional Insured

The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the City as an additional insured with respect to liability arising out of the performance of this contract. The City must be covered to the full policy limits, even if those limits of liability are in excess of those required by this Contract.

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G.10. Acceptability of Insurers

Contractors insurance shall have an “A.M. Best” rating of not less than A-VII. The City of Tucson in no way warrants that the required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

G.11. Verification of Coverage

Contractor shall furnish the City of Tucson with certificates of insurance (ACORD form or equivalent approved by the City of Tucson) as required by this Contract. The certificates for each insurance policy are to be signed by an authorized representative.

All certificates and endorsements are to be received and approved by the City of Tucson before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work and remain in effect for the duration of the contract and two (2) years after completion. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal upon the City’s request, is a material breach of contract.

All certificates required by this Contract shall be sent directly to the Procurement Division.

The City of Tucson project/contract number and project description shall be noted on the certificate of insurance. The City of Tucson reserves the right to require complete copies of all insurance policies required by this Contract at any time.

G.12. Subcontractors

Contractors’ certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to the City of Tucson separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.

G.13. Exceptions

In the event the Contractor or sub-contractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a Certificate of Self- Insurance.

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H. STANDARD TERMS AND CONDITIONS

H.1. ACCEPTANCE

Mere physical receipt and inspection of goods or services by the City does not alter or affect the obligations of Contractor to provide goods and services that conform to all specifications of this Contract and the City may reject goods or services that are later found to be nonconforming.

H.2. ADVERTISING

Contractor will not advertise or publish information concerning this Contract without prior written consent of the City’s Director of Business Services.

H.3. AFFIRMATIVE ACTION

Contractor shall abide by the provisions of the Tucson Procurement Code Chapter 28, Article XII.

H.4. AMERICANS WITH DISABILITIES ACT

The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101, et seq.) and applicable Federal regulations under the Act.

H.5. APPLICABLE LAW

This Contract shall be governed, and the City and Contractor shall have all remedies afforded to each, by the Tucson Procurement Code and the law of the State of Arizona. State law claims shall be brought only in Pima County Superior Court.

H.6. ARBITRATION

Notwithstanding any other provision in this Contract, no agreement by the City to arbitrate a dispute is binding unless given expressly and in writing after execution of this Contract. However, if both parties agree, disputes may be resolved through arbitration following the process in A.R.S. § 12-1501, et seq.

Contractor must continue to perform under this Contract without interruption, notwithstanding the provisions of this section.

H.7. ASSIGNMENT

Contractor may not assign its rights or obligations under this Contract without the prior written permission of the City's Business Services Director. The City will not unreasonably withhold approval for a requested assignment.

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H.8. CHILD/SWEAT-FREE LABOR POLICY

The Contractor shall comply with all applicable provisions of the United States Federal and State Child Labor and Worker's Right laws and agrees if called upon to affirm in writing, that they, and any subcontractor involved in the provision of goods to the City, are in compliance.

H.9. COMMENCEMENT OF WORK

Contractor will not commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order or is otherwise directed to do so, in writing, by the City.

H.10. CONFIDENTIALITY OF RECORDS

Contractor will establish and maintain procedures to ensure that no information contained in its records or obtained from the City or from others in carrying out its functions under this Contract is used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform its duties under the Contract, and will take appropriate measures to protect any personal identifying information of any individuals.

H.11. CONFLICTS OF INTEREST

The City may terminate this Contract without penalty or further obligation pursuant to A.R.S. § 38-511 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 contractor to, Contractor with respect to the subject matter of this Contract. Termination will be effective when written notice from the City's Business Services Director is received by Contractor, unless the notice specifies a later time.

H.12. CONTRACT ADDENDA; ADDITIONAL WORK

This Contract may only be amended by a written agreement signed by the parties. The City’s Business Services Director or their designee may, on behalf of the City (1) approve and execute any addenda, change orders, or supplemental written agreements; and (2) grant time extensions or contract renewals. Except in the case of a documented emergency, Contractor will not perform any work under this Contract that exceeds the scope of work or contract amount unless a formal addendum or change order has first been approved and executed by the City.

H.13. DEFAULT IN ONE INSTALLMENT TO CONSTITUTE TOTAL BREACH

Contractor shall deliver conforming materials in each installment or lot of this Contract and may not substitute nonconforming materials. Delivery of nonconforming materials, or default of any nature, may constitute breach of the Contract. Noncompliance may be deemed a cause for possible Contract termination.

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H.14. DELIVERABLES PROPERTY OF CITY; NO LIENS

All services, information, computer program elements, reports and other deliverables created under this Contract are the sole property of the City and may not be used or released by Contractor except with the City’s prior written permission.

All deliverables supplied to the City under this Contract will be free of all liens and encumbrances.

H.15. DUPLEXED/RECYCLED PAPER

Whenever practicable, all printed materials produced by Contractor in the performance of this Contract will be duplexed (two-sided copies), printed on recycled paper, and labeled as such.

H.16. ENTIRE CONTRACT; INTERPRETATION

This Contract, which includes all the conditions and requirements set forth in the solicitation and all Addenda to the solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the submittal submitted by Contractor as finally negotiated and accepted by the City, constitutes the entire agreement of the parties regarding the services described in the Scope of Work and will prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form.

No course of prior dealings between the parties and no usage of the trade will be deemed to supplement or explain any term used in the Contract.

H.17. FEDERAL IMMIGRATION LAWS AND REGULATIONS

Contractor warrants and will require each subcontractor performing work on this Contract to warrant that it will comply with all federal immigration laws and regulations that relate to its employees and with the requirements of A.R.S. § 23-214(A). A breach of this warranty will be deemed a material breach of this Contract that is subject to penalties up to and including termination of this Contract. City may inspect the records of any employee of Contractor or any subcontractor performing work on this Contract to monitor Contractor’s and its subcontractors’ compliance with this warranty.

H.18. FINANCIAL RECORDS AND AUDITS

A. Financial Controls and Accounting Records. Contractor will exercise internal controls over all financial transactions related to this Contract in accordance with sound fiscal policies.

Contractor will maintain books, records, documents, and other evidence directly pertinent to the performance this Contract in accordance with generally accepted accounting principles and practices consistently applied, and other local, state or federal regulations.

B. Retention Period. Contractor will maintain those records, together with related or supporting documents and information, at all times during the term of this Contract and for a period of 3 years after its expiration or termination.

C. Audits. The City and its authorized representatives may, with advance written notice to Contractor, during the term of this Contract or thereafter during the above retention period, inspect and audit Contractor's books and records that relate to its operations under this

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Contract as well as those kept by or under the control of its agents, assigns, successors and subcontractors. The Contractor will, at its expense, make such books and records available for such inspection and audit during normal business hours at Contractor’s office, place of business, or other agreed-upon location, or will provide copies by mail or electronically. The City may, as part of its examination, make copies of, or extracts from, all such books and records (in whatever form they may be kept, whether written, electronic, or other).

D. Result of Audit. If, as a result of such audit, Contractor is liable to the City for the payment of any sum, Contractor will pay such sum to the City together with interest thereon at the rate of one percent (1%) per month from the date such sums should have been paid, or the date of any overpayment by City, within 90 days after presentation of City’s findings to Contractor. If the audit results in findings of fraud, misrepresentation, or non‐performance, Contractor will pay the City’s costs of conducting the audit. The City's audit rights will survive the expiration or termination of this Contract.

E. Subcontractors and Assigns. Contractor will include these Section H.31 requirements in every agreement with any agent, assign, successor, and subcontractor who provides construction, professional design services, goods or services under this Contract.

H.19. FORCE MAJEURE

Except for payment of sums due, neither party will be 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 an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Force Majeure does not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence.

If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party must notify the other party in writing of the delay as soon as practical, including when the delay commenced and its cause. The notice must make a specific reference to this article to fall within its protection. The delayed party must resume performance as soon as practicable and must notify the other party in writing when it has done so. The parties will modify the Contract to agree upon the period of time by which the excused delay extends any completion dates.

H.20. GRATUITIES

The City may, by written notice to the Contractor, terminate this Contract if it finds that gratuities, in the form of entertainment, gifts, meals or otherwise, were offered or given by Contractor or any agent or representative of Contractor, to any officer or employee of the City to influence the award of this Contract or any determinations with respect to the performance of this Contract. In the event this Contract is terminated by the City pursuant to this provision, the City will be entitled, in addition to any other rights and remedies, to recover or withhold from Contractor the amount of the gratuity.

H.21. GOVERNING LAW AND VENUE

This Contract is governed by, and the City and Contractor will have all remedies afforded to each by, the Tucson Procurement Code and the laws of the State of Arizona. State law claims regarding this Contract must be brought in Pima County Superior Court.

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H.22. HUMAN RELATIONS

Contractor shall abide by the provisions of the Tucson City Code Chapter 28, Article XII.

H.23. INDEMNIFICATION

To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnify, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability, damages, losses, expenses (including but not limited to attorney fees and court costs, including the cost of appellate proceedings, and all claim-adjusting-and-handling expenses) or disbursements of any kind or nature, that may be asserted against, imposed on, or incurred by any of them, in any way relating to or arising from any actions, errors, mistakes or omissions of Contractor or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable relating to work, services and/or products provided under this Contract.

Contractor is responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Contractor agrees to waive all rights of subrogation against the City, its agents, officials, employees, and volunteers for losses arising from the work performed by Contractor under this Contract.

H.24. INDEPENDENT CONTRACTOR

Neither party is the agent, employee, partner, joint venturer, or associate of the other. No employee or agent of one party will be deemed or construed to be the employee or agent of the other party for any purpose. Neither party will be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees.

H.25. INSPECTION AND ACCEPTANCE

All materials and services provided to the City under this Contract are subject to final inspection and acceptance by the City. Any materials or services failing to conform to the specifications of this Contract must be promptly replaced or redone at Contractor’s cost.