Police_Patrol_Vehicles_(Addendum_#5_Revision).pdf

CITY OF TUCSON

INVITATION FOR BID

226093

POLICE PATROL VEHICLES

Due Date: Wednesday, September 21, 2022

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/21916

PUBLISH DATE: July 13, 2022 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. 226093

BUSINESS SERVICES DEPARTMENT Page 2 of 33 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Emily Clark

255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4129

Attachments:

A - OFFER AND ACCEPTANCE

F - BID SPECIFICATIONS TABLE

G - PRICE PAGE

BUSINESS SERVICES DEPARTMENT Page 3 of 33

A. NOTICE

A.1. CITY OF TUCSON

NOTICE OF INVITATION FOR BID NO 226093

TITLE: Police Patrol Vehicles

SUBMITTAL DUE DATE: Wednesday, September 21, 2022 AT 2:00 P.M. LOCAL AZ TIME

PRE-SUBMITTAL CONFERENCE DATE: Wednesday, July 20, 2022

TIME: 10:30 am LOCAL AZ TIME

LOCATION: Microsoft Teams Virtual Meeting (Join Meeting) Or call in (audio only): +1 213-293-2303, Phone Conference ID: 865 963 83#

QUESTIONS SHALL BE DIRECTED TO: Emily Clark

(520) 837-4129 emily.clark@tucsonaz.gov

Posted Date: Wednesday, July 13, 2022

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_MjFkYjNlYWEtMTI5Ny00ZTRkLTgyNTAtZTRiM2ZlZTQ0NTRm%40thread.v2/0?context=%7b%22Tid%22%3a%22d21e59ec-c208-43eb-aaf1-cf06d9a196e0%22%2c%22Oid%22%3a%22652e9589-6721-4fcc-9850-5df86435b5d0%22%7d

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B. INTRODUCTION

B.1. Summary

The City of Tucson is requesting bids from qualified firms to establish an annual requirements contract for the purchase of police patrol vehicles as per the specifications in the Scope of Work, to be delivered F.O.B. Destination to the City of Tucson, Environmental and General Services Department (EGSD) - Fleet Services Division, 4004 South Park Avenue, Building No.3, Tucson, AZ 85714.

The City of Tucson owns a fleet of approximately 1,000 police vehicles and anticipates ordering 20 to 50 vehicles annually. The estimated annual quantity of 20 to 50 ordered vehicles is approximate and does not represent the actual quantity to be ordered. The vehicles listed on the attached Price Page are vehicles that the City anticipates purchasing. The City reserves the right to order different configurations, options, and sizes for each vehicle type.

For each Group, the City intends to award to the lowest, most responsive, responsible bidder meeting specifications. However, the City reserves the right to make multiple awards per group if deemed most advantageous to the City. Bidders may bid on one or more Groups. The following Groups are available:

• Group 1: Full-Size, Four-Door Police Service SUV

• Group 2: Mid-Size, Four-Door, All-Wheel-Drive (AWD) Police Service SUV

• Group 3: Hybrid, Mid-Size, Four-Door, All-Wheel-Drive (AWD) Police Service SUV

B.2. Contact Information

Emily Clark Contract Officer 255 W. Alameda 6th Floor West Tucson, AZ 85701 Email: emily.clark@tucsonaz.gov Phone: (520) 837-4129 Department:

EGSD

B.3. Timeline mailto:emily.clark@tucsonaz.gov tel:(520)837-4129

BUSINESS SERVICES DEPARTMENT Page 5 of 33

Issue Date July 13, 2022

Pre-Bid Conference (Non-Mandatory) July 20, 2022, 10:30am Microsoft Teams Virtual Meeting

Question Submission Deadline August 6, 2022, 2:00pm

Bid Due Date September 21, 2022, 10:00am

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C. SCOPE OF WORK

C.1. GENERAL REQUIREMENTS

A. GVWR AND SUSPENSION COMPONENT RATINGS: Under no circumstances will any component of the suspension system, including but not limited to tires and wheels, be acceptable if that component will cause the total Gross Vehicle Weight Rating (GVWR) of the vehicle/equipment offered to fall below the stated minimum. Bids quoting components which cause the GVWR to be reduced will be disqualified. Vendor will ensure the vehicles/equipment offered complies with all motor vehicle laws applicable, and that no component rating will be exceeded. By submitting a bid, the vendor warrants that the equipment as a whole, and the components individually specified in the vendor’s bid, will meet or exceed the GVWR requirements as requested. If deficiencies in equipment specification by the vendor are not discovered until the time of equipment delivery, the vendor agrees to repair and/or replace deficient components at the vendor’s sole expense to correct the deficiencies.

B. DELIVERY DOCUMENTATION: Upon contract award, the Contractor will be required, with each vehicle or group of vehicles delivered on the same purchase order number, to supply a delivery ticket specifying the purchase order number of each vehicle. Where there is more than one item on a purchase order, the bid item number must also be indicated.

The following documents are due upon delivery of the vehicles to the City:

1. M.S.O. (Manufacturer Statement of Origin)

2. Warranty document

3. Odometer statement

4. Required manuals

C. DELIVERY TO THE CITY OF TUCSON: All deliveries must be made Monday through Friday from 8:00 a.m. to 3:00 p.m. The Contractor is required to give the EGSD - Fleet Services Division a minimum of 24-hour notification prior to delivery with the anticipated time of delivery and quantity of units to be delivered.

D. VEHICLE INSPECTION: The City will assist the Contractor in arranging for inspection. Each vehicle delivered will be subject to a complete inspection by the City’s EGSD - Fleet Services Division prior to acceptance. Inspection criteria will include, but not be limited to, conformity to the specifications, mechanical integrity, quality, workmanship and materials. If delivered equipment is returned to the Contractor prior to acceptance for any reason, all corrections must be made without any inconvenience to the City.

E. WARRANTY: Offerors must state the manufacturer’s standard new vehicle warranty on the Bid Specifications Table attached to this solicitation. The warranty period will begin at the City’s in-service date of vehicle. Offerors must provide contact information with vehicle to activate warranty.

F. REPAIRS: The vendor will be responsible for transport of vehicles to and from his place of business for repairs until such time as the City of Tucson places the vehicle in service.

Transport of the vehicle will not be delayed more than one working day from date of notification.

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G. SAFETY REGULATIONS FOR USE OF COMPLETED VEHICLES/EQUIPMENT: All bodies, tools, machines or other devices or equipment added to vehicles/equipment after initial construction by the original vehicle chassis/equipment manufacturer must be equipped, constructed and installed in a manner to allow for compliance with all applicable federal, state and local safety regulations in effect at the time of final vehicle/equipment delivery to the City of Tucson. Specifically, upon delivery of the vehicle/equipment to the City, no permanent or temporary modifications to the vehicle/equipment or any items included with the vehicle/equipment must meet the safety regulations included above; any such modifications, if necessary, must have been made by the vendor and/or the vendor’s subcontractor(s) prior to delivery to the City. The vendor agrees that vehicles/equipment or attached items as included above which do not meet the requirements listed here will be returned to the vendor for correction of deficiencies at the vendor’s sole expense.

H. REPORTS: Contractor will be required to furnish the City of Tucson with MONTHLY progress reports confirming status of delivery dates. Reports for vehicles ordered by the City will be submitted to the Contract Representative at 4004 S. Park Avenue, Tucson, AZ 85714. In lieu of written reports, the Contractor may provide access to an internet-based online order tracking system that provides all required information. The Contractor must provide all access codes necessary to view this information. These reports will consist of, but not be limited to, the following:

1. Copy of Contractor's order to the factory

2. Copy of factory acknowledgment of order indicating scheduled date of production and shipment from factory

3. Factory-generated computer status reports

4. Notification to the City of any changes in production or shipping dates

5. Any special information the Contractor may have that would affect the timely delivery of the vehicles ordered in accordance with the original delivery date promise

I. VEHICLE RECALL NOTICES: In the event of any recall notice, technical service bulletin, or other important notification affecting a vehicle purchased from this contract, a notice must be sent to the City’s EGSD - Fleet Services Division. It will be the responsibility of the Contractor to ensure that all recall notices are sent directly to the City.

J. PARTS AND SERVICE MANUALS: The Contractor must supply the following upon vehicle delivery:

o One (1) operator's manual per vehicle o Two (2) each of the following manuals per vehicle type: parts, shop service, repair, and overhaul manuals o Parts and service manuals on compact disc are preferred, or access to the manufacturer service website can be provided

K. OPTION TO UPFIT VEHICLES: The City reserves the option to up-fit the purchases through the Contractor. The City will supply the up-fit/modification requests to the Contractor at the time the vehicle(s) is ordered. The City's requests will be supplied directly to the manufacturer's authorized third-party up-fitter.

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C.2. SPECIFICATIONS

The Bid Specifications Table included as an attachment to this solicitation lists the minimum requirements for each Group. For each minimum requirement, indicate Y for "yes" or N for “no” in the “Comply?” column. If you do not meet the minimum requirement, provide an explanation in the “Vendor Exception/Alternative” column. Any deviations from the minimum requirements must be clearly presented on the table or in an attached letter. If no exceptions are taken, the City of Tucson will expect and require complete compliance with the specifications.

The “Vendor Exception/Alternative” column might also include the City’s request for specific information. Where information is requested, please provide a response. Failure to supply requested data may be grounds for bid rejection.

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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. 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.

D.3. 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.

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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/portal/tucson-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/portal/tucson-az/contracts

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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 12 of 33 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/portal/tucson-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.

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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.

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

Notwithstanding any other provision of the Invitation for Bid, 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:

A. waive any immaterial defect or informality; or

B. reject any or all proposals, or portions thereof; or

C. reissue the Invitation for Bid.

A response to this Invitation for Bid is an offer to contract with the City based upon the terms, conditions and Scope of Work contained in the City's Invitation for Bid. Submittals do not become contracts unless and until they are executed by the City's Business Services Director and the 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

BUSINESS SERVICES DEPARTMENT Page 14 of 33 are modified by a Invitation for Bid addendum, a Contract Addendum, or by mutually agreed terms and conditions in the Contract documents.

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/portal/tucson-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/portal/tucson-az/contracts

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E. SPECIAL TERMS AND CONDITIONS

E.1. BRAND OR TRADE NAMES

Any manufacturer's names, trade names, brand names or catalog numbers used in the solicitation are for the purpose of describing and/or establishing the quality, design and performance required. Any such reference is not intended to limit or restrict any bid/offer by any vendor, but is only listed in order to advise potential bidders/offerors of the requirements of the City. Any bid/offer which proposes like quality, design or performance will be considered.

E.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.

E.3. DESCRIPTIVE LITERATURE

All bids/offers must include complete manufacturers' descriptive literature regarding the product they propose to furnish. Literature shall have sufficient detail in order to allow a complete evaluation of the bid/offer submitted. Failure to include this information may result in the bid/offer being rejected.

E.4. EQUALS

Bids/Offers submitted as alternates, "equals" or on the basis of exceptions to specific conditions of purchases and/or required specifications, must be submitted with an attachment referencing the specific paragraph numbers and adequately defining the exception submitted. Detailed product or service literature, suitable for evaluation, must be submitted with the bid/offer. If no exceptions are taken, the City will expect and require complete compliance with the specifications and conditions of purchase.

E.5. 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

BUSINESS SERVICES DEPARTMENT Page 16 of 33 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.

E.6. 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://tucsonprocurement.com/bidders_livingwage.aspx

E.7. 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.

E.8. 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.

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F. INSURANCE REQUIREMENTS

F.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.

F.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:

F.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

F.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.

F.5. Worker's Compensation

Policy must have coverage limits no lower than:

Per Occurrence: Statutory

Employer's Liability: $1,000,000

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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.

F.6. Garage Liability & Garage Keepers Liability

Garage Liability: $1,000,000

Garage Keeper's Liability - Direct Primary Coverage

A. Each Auto: $500,000

B. Each Occurrence: $1,000,000

F.7. 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.

F.8. 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.

F.9. 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.

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F.10. 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.

F.11. 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.

F.12. 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.

F.13. 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.

F.14. 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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G. STANDARD TERMS AND CONDITIONS

G.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.

G.2. ADVERTISING

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

G.3. AFFIRMATIVE ACTION

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

G.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.

G.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.

G.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.

G.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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G.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.

G.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.

G.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.

G.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.

G.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.

G.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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G.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.

G.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.

G.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.

G.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.

G.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.

G.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.

G.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.

G.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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G.22. HUMAN RELATIONS

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

G.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.

G.24. INDEPENDENT CONTRACTOR

Neither party is the agent, employee, partner, joint venturer, or associate of…