Vehicle_Locksmith_Services.pdf

REQUEST FOR QUOTATION

RFQ-27-FSD-0451-2

VEHICLE LOCKSMITH SERVICES

CITY OF PHOENIX

PUBLIC WORKS

200 W. WASHINGTON ST.

PHOENIX, AZ

85003

RELEASE DATE: October 16, 2026

DEADLINE FOR QUESTIONS: October 29, 2026

RESPONSE DEADLINE: November 11, 2026, 11:00 am

City of Phoenix

REQUEST FOR QUOTATION

RFQ-27-FSD-0451-2

Vehicle Locksmith Services

1. INTRODUCTION

2. INSTRUCTIONS

3. SCOPE OF WORK

4. EVALUATION PROCESS

5. STANDARD TERMS AND CONDITIONS

6. SPECIAL TERMS AND CONDITIONS

7. DEFENSE AND INDEMNIFICATION

8. INSURANCE REQUIREMENTS

9. SUBMITTALS

10. PRICING PROPOSAL

Attachments:

A - Acceptance of Offer Form 2026

AAA - SAP Open Catalog Interface 5 1

Request For Quotation #RFQ-27-FSD-0451-2 Title: Vehicle Locksmith Services

1. Introduction

1.1. Contact Information

Brittany Rivera

Public Works

Email: brittany.rivera@phoenix.gov

Phone: (602) 534-9614

1.2. Schedule of Events

The City reserves the right to change dates, times, and locations, as necessary. The City does not always hold a Pre-Offer Conference or Site Visit. All times in the Schedule of Events are

Local Phoenix, AZ Time.

To request a reasonable accommodation or alternative format for any public meeting, please contact the Procurement Officer (Brittany Rivera) at (602) 534-9614/Voice or 711/TTY, or brittany.rivera@phoenix.gov, no later than five (5) business days prior to the meeting.

Solicitation Issue Date: October 16, 2026

Pre-Offer Conference (Non-Mandatory): October 22, 2026, 10:30am https://teams.microsoft.com/meet/26563945

2857382?p=JrzqS2pz7a6sdBTaaN

Meeting ID: 265 639 452 857 382

Passcode: gf2Li6Dc

Written Inquiries Due Date: October 29, 2026, 11:00am

Offer Due Date: November 11, 2026, 11:00am https://teams.microsoft.com/meet/265639452857382?p=JrzqS2pz7a6sdBTaaN https://teams.microsoft.com/meet/265639452857382?p=JrzqS2pz7a6sdBTaaN

2. Instructions

2.1. Description – Statement of Need

The City of Phoenix invites sealed offers for vehicle locksmith services.

The Effective Date of this Agreement will be upon final signature and recording by the City

Clerk’s department.

The Commencement Date of this Agreement will be on or about December 1, 2026.

The term of this Agreement will be for 3 years, beginning on the Commencement Date, with 2 one-year options to extend, which may be exercised by the City in its sole discretion.

This solicitation is available through the City’s Procurement Portal. For technical support issues related to the City's Procurement Portal, Offeror may use the support bubble on the bottom right, or email procurement-support@opengov.com for any assistance. For other issues related to this solicitation please contact the procurement officer listed under Contact Information.

Notwithstanding the foregoing, this Agreement will terminate upon the earliest occurrence: by reaching the end of the term including any extensions exercised, or termination pursuant to the provisions of this Agreement.

2.2. Preparation of Offer

All forms provided must be completed and submitted with the Offer.

It is permissible to copy Submittal forms if necessary. Erasures, interlineations, or other modifications of the Offer must be initialed in original ink by the authorized person signing the

Offer. No offer will be altered, amended or withdrawn after the specified offer due date and time.

The City is not responsible for Offeror’s errors or omissions.

All time periods stated as a number of days will be calendar days.

It is the responsibility of all Offerors to examine the entire solicitation and seek clarification of any requirement that may not be clear and to check all responses for accuracy before submitting an offer. Negligence in preparing an offer confers no right of withdrawal after due date and time. Offerors are strongly encouraged to:

A. Consider applicable laws and/or economic conditions that may affect cost, progress, performance, or furnishing of the products or services.

B. Study and carefully correlate Offeror’s knowledge and observations with the solicitation and other related data.

C. Promptly notify the City of all conflicts, errors, ambiguities, or discrepancies that Offeror has discovered in or between the solicitation and other related documents.

D. The City does not reimburse the cost of developing, presenting or providing any response to this solicitation. Offers submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner. The Offeror is responsible for all costs incurred in responding to this mailto:procurement-support@opengov.com solicitation. All materials and documents submitted in response to this solicitation become the property of the City and will not be returned.

E. Offerors are reminded that the specifications stated in the solicitation are the minimum level required and that offers submitted must be for products or services that meet or exceed the minimum level of all features specifically listed in this solicitation. Offers offering less than any minimum specifications or criteria specified are not responsive and should not be submitted.

F. Offer responses submitted for products considered by the seller to be acceptable alternates to the brand names or manufacturer’s catalog references specified herein must be submitted with technical literature and/or detailed product brochures for the

City’s use to evaluate the products offered. Offers submitted without this product information may be considered as non-responsive and rejected. The City will be the sole judge as to the acceptability of alternate products offered.

G. Prices will be submitted on a per unit basis by line item, when applicable. In the event of a disparity between the unit price and extended price, the unit price will prevail unless obviously in error.

2.3. Fixed Offer Price Period

All offers shall be firm and fixed for a period of 180 calendar days from the solicitation opening date.

2.4. Exceptions

Offeror must not take any exceptions to any terms, conditions or material requirements of this solicitation. Offers submitted with exceptions may be deemed non-responsive and disqualified from further consideration in the City’s sole discretion. Offerors must conform to all the requirements specified in the solicitation. The City encourages Offerors to send inquiries to the

Procurement Officer rather than including exceptions in their Offer.

2.5. Inquiries

All questions that arise relating to this solicitation should be directed via City’s Procurement

Portal and must be received by the due date indicated in the Schedule of Events. The City will not consider questions received after the deadline.

No informal contact initiated by Offerors on the proposed service will be allowed with members of City’s staff from date of distribution of this solicitation until after city council awards the contract. All questions concerning or issues related to this solicitation must be presented in writing.

The Procurement Officer will answer written inquiries in an addendum and publish any addenda on the City’s Procurement Portal.

2.6. Licenses

If required by law for the operation of the business or work related to this Offer, Offeror must possess all valid certifications and/or licenses as required by federal, state or local laws at the time of submittal.

2.7. Certifications

By signature in the Offer section of the Offer and Acceptance page(s), Offeror certifies:

• The submission of the Offer did not involve collusion or other anti-competitive practices.

• The Offeror must not discriminate against any employee, or applicant for employment in violation of Federal or State Law.

• The 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, or service to a public servant in connection with the submitted Offer.

2.8. Submission of Offer

The City of Phoenix Public Works Department is accepting only electronic Offers for this solicitation. Offerors are responsible for submitting the Offer before the due date and time of the solicitation deadline.

The Offeror is responsible for managing potential delays due to delays caused by the Carrier or technical difficulties.

Submission of Offer – Electronic Submission:

Offers shall be submitted electronically via the City’s Procurement Portal by clicking on “Draft

Response” via https://procurement.opengov.com/portal/phoenix/projects/317788. Offerors must be registered with OpenGov by signing up via https://procurement.opengov.com/signup. Vendor training guides can be found at: https://opengov.my.site.com/support/s/article/ca6d1285-1e48-

4a21-bb0d-715edb7794ed.

Any original documents (such as bonds, guaranties, powers of attorney), if required by the solicitation, must be separately delivered to and received by the City on or prior to the exact time and date indicated in the Schedule of Events, with a clear indication of the Offer for which it is attributed.

It is the responsibility of the Offeror to ensure that the Offer is timely and to confirm that there are no technical reasons that any offer submitted electronically may be delayed. The date and time on the upload as received/stamped by the City’s Procurement Portal will provide proof of submission and verification whether the Offer was received on or prior to the exact time and date indicated in the Schedule of Events.

For assistance with submittals, vendors are welcome to use the OpenGov support chat (blue chat bubble in the bottom right corner) to connect with a member of OpenGov's support team who will be able to assist you with your submission.

Please DO NOT submit links to Google Docs, Dropbox Paper, or similar services. Your offer may be deemed non-responsive if your offer is supplied utilizing these services.

https://procurement.opengov.com/portal/phoenix/projects/317788 https://procurement.opengov.com/signup https://opengov.my.site.com/support/s/article/ca6d1285-1e48-4a21-bb0d-715edb7794ed https://opengov.my.site.com/support/s/article/ca6d1285-1e48-4a21-bb0d-715edb7794ed

2.9. Pre-Award Qualifications

Offeror must have been in operation a minimum of 5 years. The Offeror’s normal business activity during the past 5 years will have been for providing the goods or services in this solicitation. This information must be provided in Vendor Questionnaire section, under Years in

Business and References form of this solicitation.

2.10. Data Privacy Risk Screening

Because the resulting Contract may involve processing personal or other sensitive data, the City will conduct a Data Privacy Risk Screening as a minimum qualification using the Data Privacy

Questionnaire included in the Vendor Questionnaire section. Only Offerors that pass this screening will proceed to further evaluation.

Failure to submit the Data Privacy Questionnaire, or failure to meet the minimum standard, will result in the Offer being deemed non-responsive.

The City may verify statements, request clarifications regarding the Data Privacy Questionnaire or supporting documents and reject Offers that contain misrepresentations.

2.11. Certificates of Insurance

Upon notification of a recommended award, the Offeror will have 14 calendar days to submit a complete certificate of insurance in the minimum amounts and the coverages as required in the

Insurance Requirements of this solicitation. Insurance requirements are non-negotiable.

2.12. Award of Contract

Unless otherwise indicated, award(s) will be made to the most responsive, responsible

Offeror(s) who are regularly established in the service, or providing the goods, contained in this solicitation and who have demonstrated the ability to perform in an acceptable manner.

A. Factors that may be considered by the City include:

1. Technical capability of the Offeror to accomplish the scope of work required in the

Solicitation. This may include performance history on past and current government or industrial contracts; and,

2. Demonstrated availability of the necessary manpower (both supervisory and operational personnel) and necessary equipment to accomplish the scope of work in the Solicitation; and,

3. Safety record; and,

4. Offeror history of complaints and termination for convenience or cause.

B. Notwithstanding any other provision of this solicitation, the City reserves the right to: (1) waive any immaterial defect or informality; or (2) reject any or all offers or portions thereof; or (3) reissue a solicitation.

C. A response to a solicitation is an offer to contract with the City based upon the terms, conditions, and specifications contained in the City’s solicitation. Offers do not become contracts until they are executed by the Chief Procurement Officer or Department

Director. A contract has its inception in the award, eliminating a formal signing of a separate contract. For that reason, all of the terms, conditions and specifications of the procurement contract are contained in the solicitation, and in any addendum or contract amendment.

2.13. Late Offers

Late Offers must be rejected, except for good cause. If a late Offer is submitted, the Department will document the date and time of the submittal of the late Offer, keep the Offer and notify the

Offeror that its Offer was disqualified for being a late Offer.

2.14. City's Right to Disqualify for Conflict of Interest

The City reserves the right to disqualify any Offeror on the basis of any real or apparent conflict of interest that is disclosed by the Quote submitted or any other data available to the City. This disqualification is at the sole discretion of the City. Any Offeror submitting a Quote herein waives any right to object now or at any future time, before anybody or agency, including but not limited to, the City Council of the City of Phoenix or any court.

3. Scope of Work

3.1. INTRODUCTION

A. The City of Phoenix Public Works Department, Fleet Service Division (FSD), is responsible for maintaining a fleet of over 8,000 light-, medium-, and heavy-duty units.

This includes refuse and recycling collection trucks, as well as various fire apparatus.

FSD's mission is to provide our customers with fleet equipment that is safe, efficient, reliable, and sustainable, and that supports their mission to serve City of Phoenix residents.

B. FSD is requesting additional support in providing various vehicle and equipment locksmith services, including, but not limited to, vehicle lockouts, key duplication, replacement of ignition switches and tumblers, and reprogramming of various models of

Original Equipment Manufacturer (OEM) and aftermarket electronic keyless entry and security systems. Additional support can be requested in re-keying and/or duplicating keys associated with utility toolboxes or storage bin locks.

C. Contractor must provide all materials, equipment, parts, and personnel to perform repairs, installation, programming, and maintenance on vehicles of various years, makes, and models, with manual and electronic ignition and keyless security and entry systems, in accordance with OEM or aftermarket specifications.

3.2. CONTRACTOR REQUIREMENTS

A. All services performed by the Contractor under this contract will be consistent with either

OEM specifications or industry best practices and will meet all applicable federal, state, and local standards regarding this type of equipment or operation of equipment.

Contractors must also meet all applicable Occupational Safety and Health Administration

(OSHA) regulations to ensure the safety of contractor staff, city employees, and residents.

B. Contractor will maintain a high standard of cleanliness while servicing City vehicles and equipment.

C. It is the expectation of the City, as described herein, that the Contractor will provide timely maintenance and repair services to correct deficiencies and return the equipment to in-service status as soon as possible.

D. Contractor must have the knowledge and expertise necessary to complete the full scope and depth of maintenance and repairs in accordance with the specific OEM specifications and industry standards.

E. Contractor will not subcontract any portion of the work under this contract without prior approval from the authorized City Fleet Services Supervisor.

F. If the Contractor desires to utilize a subcontractor for some part of the work and seeks approval, the Contractor will furnish the names, qualifications, and experience of the proposed subcontractor to the authorized City Fleet Services Supervisor for approval.

G. Contractor will remain fully liable and responsible for all work done by the subcontractor on behalf of the Contractor and will assume compliance with all the requirements of this contract.

H. Contractor will respond verbally or via electronic communication to all service call requests within two (2) business hours. Business hours are defined as Monday through

Friday from 6am to 5pm(Phoenix time).

I. Any request for service outside the defined business hours must be addressed on the next business day, as defined above.

J. All requests for service will be performed at various City service center locations. Please refer to the location list below.

K. Contractor will evaluate (diagnose) the request for services and provide a written estimate of all necessary work activities to return the equipment to an in-service status.

L. Contractor shall not begin any work activities without prior written approval, except for diagnosis time to confirm the cause of failure. Contractor must provide an estimated number of hours of diagnostic time to City staff for approval before any diagnosis shall commence.

M. If additional work activities are identified outside the original estimate, Contractor will provide a written estimate of the supplemental repairs for the corresponding location via electronic communication for approval. Contractor should not commence performing any supplemental work activities until a purchase order has been received electronically from the corresponding location's authorized staff.

N. If the service requires a new part, the replacement part must be available locally or delivered within forty-eight (48) hours at no additional cost to the City.

O. The City anticipates most services performed under this contract will take place during normal business hours. Upon completion of all work activities and the equipment has been returned to in-service status, Contractor must perform a quality assurance inspection before returning equipment to the City for service.

3.3. CONTRACTOR QUALIFICATIONS

A. Contractor must have been in the locksmith business for a minimum of five (5) consecutive years and be completely familiar with the specified requirements and methods needed for proper performance of this contract.

B. Contractor must be registered with the National Automotive Service Task Force

(NASTF) and must remain actively registered as a Vehicle Security Professional (VSP) for the duration of this contract.

C. For vehicle(s) with OEM warranty coverage, the City reserves the right to utilize the appropriate warranty repair facility for any additional repairs.

D. Contractor must provide on-site and technical field expertise to support the integration of all key and lock components, final re-keying, and electronic programming of locking hardware/devices to ensure seamless operations and functionality.

E. Contractor shall utilize properly qualified employees in the performance of this contract.

A qualified employee is defined as one who is trained and capable of properly, safely, and promptly providing services requested in association with this contract. Employees must have a minimum of two years' experience providing locksmith service. This contract does not permit assistance from employees who lack the required qualifications

F. A high level of customer service and professionalism is a priority for the City. Contractor and Contractor's employees shall provide services in a professional, business-like, and efficient manner, providing the highest level of assistance, service, and courtesy to patrons of the facility. Complaints must be responded to quickly, and the City's representative must be informed of all customer issues and resolutions immediately. All communications shall be through the City representative.

G. If the City determines, for any reason, that the qualifications, actions, or conduct of any

Contractor's employee has violated this agreement or is otherwise detrimental to the

City, a written notice will be issued to the Contractor. Upon receipt of such notice, Contractor must promptly provide a qualified replacement person(s) to provide services under this contract. Examples of such conduct include: performing unsatisfactory services, providing poor customer service, interfering with the operation of the City fleet, or engaging in inappropriate behavior towards City employees, customers, and other

Contractor(s) or Subcontractor(s).

3.4. INSPECTION AND ACCEPTANCE

A. The City will inspect all work activities performed under this Contract prior to acceptance and invoice processing for payment.

B. Inspection criteria will include, but not be limited to, mechanical integrity, quality, workmanship, and materials.

C. The City will have two (2) business days (excluding any City holidays) for the inspection and acceptance process. If any portion of the Contractor's services is deemed unacceptable, the Contractor will correct the deficiencies and return the equipment at no additional cost to the City. The City will be the sole determiner of acceptability.

3.5. SAFETY, PRECAUTIONS AND CLEANLINESS

A. Contractor shall perform these services in a safe manner for means, methods, techniques, procedures, and safety precautions in connection with the performance of these services.

B. Contractor shall be responsible for its employees and the execution of all required safety precautions and cleanliness during services under this contract.

C. All final testing of repairs shall be performed in accordance with OEM and/or industry standards.

D. Contractor is responsible for ensuring that Contractor employees and approved Sub-

Contracted employees have a valid Commercial Driver's License (CDL) when operating any City equipment over 26,000 GVW as per Federal law.

E. Contractor will implement all final settings and adjustments in accordance with OEM recommended specifications or acceptable industry standards. The City will not accept spliced wiring connections; solder and heat-shrink connections are the only wiring connections that the City will accept under this contract.

3.6. REPAIR, REPLACEMENT AND REBUILD PARTS

A. All parts or equipment furnished must be equal to or exceed that of the OEM in material, performance and warranty.

B. The City reserves the right to supply parts that are not readily available from an OEM or after-market source. If a City supplied part is installed, the Contractor must provide installation warranty for ninety (90) days.

C. If the City supplied part is found to be faulty or failed to perform as designed, the

Contractor is no longer required to provide installation warranty.

D. If the City supplied part failed due to improper installation, the Contractor will uphold the ninety (90) day installation warranty and the City's cost of the supplied part.

E. Contractor must return the failed component/core upon delivery of the unit back to the

City.

F. All labor and replacement parts shall be fully guaranteed against defects in material and workmanship by the Contractor for the length of the OEM warranty or twelve (12) months from the date of acceptance by the City, whichever is greater.

G. Any major component that is recondition/rebuilt shall be warrantied against defects in material and workmanship for a twenty-four (24) month period to include parts and labor.

H. All warranty work shall be completed within four (4) business days.

I. Any additional cost from wear or damaged components not covered by warranty will need to be authorized prior to replacement.

J. The City will not pay any additional costs that were not authorized by the City prior to beginning the work activities.

K. Contractor shall maintain a sufficient supply of products and/or parts to adequately support the contracted repairs.

3.7. PRICING

A. A written quote will be provided to the authorized City representative by the vendor showing estimated hours for repair, contracted hourly labor rate, and itemized list of parts and pricing required to complete work.

B. Pricing shall be consistent with best industry practices, which ensure labor charges are billed only once in the event a task overlaps.

C. Labor hours should reflect Chilton/Mitchell labor manual when applicable or industry standard best practices when there is not a labor manual for reference.

D. All time increments of labor shall be quoted at the job/complaint deepest level and include all removal/install to gain access to components necessary to complete the job/complaint at hand.

E. Re-programming fees shall not be billed separately and must be inclusive to the labor rate submitted.

F. Labor time increments will be billed in .10th of an hour based on book time or industry standard.

G. Services requested within this contract can be requested from any City Fleet services facility listed below, but not limited to:

Location Address

l. 22nd Avenue Service Center 2441 South 22nd Avenue, Phoenix, AZ. 85009

Okemah Service Center, 3828 East Anne Street, Phoenix, AZ. 85040

3. Glenrosa Service Center 4021 W. Glenrosa, Phoenix, AZ 85019

4. Union Hills Service Center 138 East Union Hills, Phoenix, AZ. 85024

5. Fire Operations Service Center 2625 South 19th Avenue, Phoenix, AZ 85009

6. Salt River Service Center 3045 South 22nd Avenue, Phoenix, AZ 85009

7. 27th Avenue Transfer Station 3060 South 27thAvenue, Phoenix, AZ 85009

8. North Gateway Transfer Station 3025 North Black Canyon Highway, Phoenix 85085

91st Avenue Waste Water Treatment Plant 5615 South 91st Avenue, Tolleson, AZ 85353

10. State Route 85 Landfill 28361 West Patterson Road, Buckeye, AZ. 85326

11. Southern Command Station 3443 South Central Avenue, Phoenix, AZ 85040

12. Black Mountain Precinct 33355 North Cave Creek Road, Cave Creek, AZ., 85331

13. Cactus Park Precinct 12220 North 39th Avenue, Phoenix, AZ 85029

14. Central City Precinct 1902 South 16th Street, Phoenix, AZ 85034

15. Desert Horizon Precinct 16030 North 56th St, Scottsdale, AZ., 85254

16. Estrella Mountain Precinct 2111 South 99th Avenue, Tolleson, AZ., 85353

17. Maryvale Precinct 6180 West Encanto Blvd. Phoenix, AZ., 85035

18. Mountain View Precinct 2075 East Maryland Avenue, Phoenix, AZ., 85016

19. South Mountain Precinct 400 West Southern Avenue, Phoenix, AZ., 85041

4. Standard Terms and Conditions

4.1. Definition of Key Words Used in the Solicitation

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

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

May: Indicates something that is not mandatory but permissible.

For purposes of this solicitation, the following definitions will apply:

“A.R.S.” Arizona Revised Statute

“Buyer” or “Procurement Officer” City of Phoenix staff person responsible for the solicitation.

The City employee or employees who have specifically been designated to act as a contact person or persons to the Contractor, and responsible for monitoring and overseeing the

Contractor's performance under this contract.

"City" The City of Phoenix

"Contractor" The individual, partnership, or corporation who, as a result of the competitive process, is awarded a contract by the City of Phoenix.

"Contract” or “Agreement" The legal agreement executed between the City of Phoenix, AZ and the Contractor.

“Days” Means calendar days unless otherwise specified.

“Chief Procurement Officer” The contracting authority for the City of Phoenix, AZ, authorized to sign contracts and amendments thereto on behalf of the City of Phoenix, AZ.

“Employer” Any individual or type of organization that transacts business in this state, that has a license issued by an agency in this state and employs one or more employees in this state.

Employer includes this state, any political subdivision of this state and self-employed persons. In the case of an independent contractor, employer means the independent contractor and does not mean the person or organization that uses contract labor. (A.R.S. 23-211).

“Offer” Means a response from a Supplier, Contractor, or Service Provider to a solicitation request that, if awarded, binds the Supplier, Contractor, or Service Provider to perform in accordance with the contract. Same as bid, proposal, quotation or tender.

“Offeror” Any Vendor, Seller or Supplier submitting a competitive offer in response to a solicitation from the City. Same as Bidder or Proposer.

“Solicitation” Means an Invitation for Bid (IFB), Request for Proposal (RFP), Request for

Quotations (RFQ), Request for Qualifications (RFQu) and request for sealed Offers, or any other type of formal procurement which the City makes public through advertising, mailings, or some other method of communication. It is the process by which the City seeks information, proposals, Offers, or quotes from suppliers.

“Suppliers” Firms, entities or individuals furnishing goods or services to the City.

“Vendor or Seller” A seller of goods or services.

4.2. City’s Vendor Self-Registration and Notification

Vendors must be registered in the City’s Procurement Portal at https://procurement.opengov.com/portal/phoenix to respond to solicitations and access procurement information.

Vendors are required to register in the City’s procurePHX Self-Registration System

(https://ros.phoenix.gov/sap/bc/webdynpro/sapsrm/wda_e_suco_sreg?sap-client=020#) prior to contract execution. Registration is not required at the time of offer submission. However, the

City will not execute a contract with any awarded vendor until registration is complete.

4.3. Business in Arizona

The City will not enter contracts with Offerors (or any company(ies)) not granted authority to transact business, or not in good standing, in the state of Arizona by the Arizona Corporation

Commission, unless the Offeror asserts a statutory exception prior to entering a contract with the City.

4.4. Contract Interpretation

A. Applicable Law: This Contract will be governed by the law of the State of Arizona, and suits pertaining to this Contract will be brought only in Federal or State courts in

Maricopa County, State of Arizona.

B. Contract Order of Precedence: In the event of a conflict in the provisions of the

Contract, as accepted by the City and as they may be amended, the following will prevail in the order set forth below:

1. Federal terms and conditions, if any

2. Special terms and conditions

3. Standard terms and conditions

4. Amendments

5. Statement or scope of work

6. Specifications

7. Attachments

8. Exhibits

9. Instructions to Contractors

10. Other documents referenced or included in the Solicitation

C. Organization – Employment Disclaimer: The Agreement resulting hereunder is not intended to constitute, create, give rise to or otherwise recognize a joint venture https://procurement.opengov.com/portal/phoenix https://ros.phoenix.gov/sap/bc/webdynpro/sapsrm/wda_e_suco_sreg?sap-client=020 agreement or relationship, partnership or formal business organization of any kind, and the rights and obligations of the parties will be only those expressly set forth in the agreement. The parties agree that no persons supplied by the Contractor in the performance of Contractor’s obligations under the agreement are considered to be City’s employees and that no rights of City civil service, retirement or personnel rules accrue to such persons. The Contractor will have total responsibility for all salaries, wage bonuses, retirement, withholdings, workmen’s compensation, occupational disease compensation, unemployment compensation, other employee benefits and all taxes and premiums appurtenant thereto concerning such persons, and will save and hold the City harmless with respect thereto.

D. Severability: The provisions of this Contract are severable to the extent that any provision or application held to be invalid will not affect any other provision or application of the contract which may remain in effect without the invalid provision or application.

E. Non-Waiver of Liability: The City of Phoenix as a public entity supported by tax monies, in execution of its public trust, cannot agree to waive any lawful or legitimate right to recover monies lawfully due it. Therefore, any Contractor agrees that it will not insist upon or demand any statement whereby the City agrees to limit in advance or waive any right the City might have to recover actual lawful damages in any court of law under applicable Arizona law.

F. Parol Evidence: This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between the parties and no usage in the trade will be relevant to supplement or explain any term used in this Contract.

Acceptance or acquiescence in a course of performance rendered under this contract will not be relevant to determine the meaning of this Contract even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity to object.

4.5. Contract Administration and Operation

A. Records: All books, accounts, reports, files and other records relating to the contract will be subject at all reasonable times to inspection and audit by the City for five years after completion of the contract. Such records will be produced at a City of Phoenix office as designated by the City. Confidentiality will be maintained, and City will not violate any proprietary or other confidentiality agreements Contractor has in place.

B. Discrimination Prohibited: Contractor agrees to abide by the provisions of the Phoenix

City Code Chapter 18, Article V as amended. Any Contractor, in performing under this contract, will not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age or disability nor otherwise commit an unfair employment practice. The supplier and/or lessee will take action to ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, or national origin, age or disability and adhere to a policy to pay equal compensation to men and women who perform jobs that require substantially equal skill, effort and responsibility, and that are performed within the same establishment under similar working conditions. Such action will include but not be limited to the following: Employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. The supplier further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this contract. Contractor further agrees that this clause will be incorporated in all subcontracts, job-contractor agreements or subleases of this agreement entered into by supplier/lessee.

C. Equal Employment Opportunity and Pay: In order to do business with the City, Contractor must comply with Phoenix City Code, 1969, Chapter 18, Article V, as amended, Equal Employment Opportunity Requirements. Contractor will direct any questions in regard to these requirements to the Equal Opportunity Department, (602)

262-6790.

1. For a Contractor with 35 employees or fewer: Contractor in performing under this

Agreement shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age, or disability, nor otherwise commit an unfair employment practice. The Contractor will ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, national origin, age, or disability. Such action shall include but not be limited to the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training;

including apprenticeship. The Contractor further agrees that this clause will be incorporated in all subcontracts related to this Agreement that involve furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this Agreement. Contractor further agrees that this clause will be incorporated in all subcontracts, Contractor agreements or subleases of this agreement entered into by supplier/lessee.

2. For a Contractor with more than 35 employees: Contractor in performing under this Agreement shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age, or disability, nor otherwise commit an unfair employment practice. The Contractor will ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, national origin, age, or disability, and shall adhere to a policy to pay equal compensation to men and women who perform jobs that require substantially equal skill, effort, and responsibility, and that are performed within the same establishment under similar working conditions.

Such action shall include but not be limited to the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination;

rates of pay or other forms of compensation; and selection for training; including apprenticeship. The Contractor further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this contract. Contractor further agrees that this clause will be incorporated in all subcontracts, job-Contractor agreements or subleases of this Agreement entered into by supplier/lessee. The Contractor further agrees not to discriminate against any worker, employee or applicant, or any member of the public, because of sexual orientation or gender identity or expression and shall ensure that applicants are employed, and employees are dealt with during employment without regard to their sexual orientation or gender identity or expression.

3. Documentation: Suppliers and lessees may be required to provide additional documentation to the Equal Opportunity Department affirming that a nondiscriminatory policy is being utilized.

4. Monitoring: The Equal Opportunity Department shall monitor the employment policies and practices of suppliers and lessees subject to this article as deemed necessary. The Equal Opportunity Department is authorized to conduct on-site compliance reviews of selected firms, which may include an audit of personnel and payroll records, if necessary.

D. Legal Worker Requirements: The City of Phoenix is prohibited by A.R.S. § 41-4401 from awarding a contract to any Contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, Contractor agrees that:

1. Contractor and each subcontractor it uses warrants their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection A.

2. A breach of a warranty under paragraph 1 will be deemed a material breach of the contract that is subject to penalties up to and including termination of the contract.

3. The City of Phoenix retains the legal right to inspect the papers of any Contractor or subcontractor employee who works on the contract to ensure that the Contractor or subcontractor is complying with the warranty under paragraph 1.

E. Health, Environmental, and Safety Requirements: The Contractor’s products, services and facilities will be in full compliance with all applicable Federal, State and local health, environmental and safety laws, regulations, standards, codes and ordinances, regardless of whether or not they are referred to by the City. At the request of City representatives, the Contractor will provide the City:

1. Environmental, safety and health regulatory compliance documents (written safety programs, training records, permits, etc.) applicable to services provided by the

Contractor in this contract.

2. A list of all federal, state, or local (EPA, OSHA, Maricopa County, etc.) citations or notice of violations issued against their firm or their subcontractors including dates, reasons, dispositions and resolutions.

3. The City will have the right, but not the obligation to inspect the facilities, transportation vehicles or vessels, containers and disposal facilities provided by the

Contractor or subcontractor. The City will also have the right to inspect operations conducted by the Contractor or subcontractor in the performance of this agreement.

The City further reserves the right to make unannounced inspections of the

Contractor’s facilities (during normal business hours).

F. Compliance with Laws: Contractor agrees to fully observe and comply with all applicable Federal, State and local laws, regulations, standards, codes and ordinances when performing under this Contract regardless of whether they are being referred to by the City. Contractor agrees to permit City inspection of Contractor’s business records, including personnel records to verify any such compliance. Because the contractor will be acting as an independent contractor, the City assumes no responsibility for the

Contractor’s acts.

G. Lawful Presence Requirement: Pursuant to A.R.S. §§ 1-501 and -502, the City of

Phoenix is prohibited from awarding a contract to any natural person who cannot establish that he or she is lawfully present in the United States. In order to establish lawful presence, this person must produce qualifying identification and sign a City-provided affidavit affirming that the identification provided is genuine. This requirement will be imposed at the time of contract award. In the event the prevailing responder is unable to satisfy this requirement, the City will offer the award to the next-highest scoring responder. The law does not apply to fictitious entities such as corporations, partnerships and limited liability companies.

H. Continuation During Disputes: Contractor agrees that notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the contract, the Contractor will continue to perform the obligations required of Contractor during the continuation of any such dispute unless enjoined or prohibited by an Arizona Court of competent jurisdiction.

I. Emergency Purchases: The City reserves the right to purchase from other sources those items which are required on an emergency basis and cannot be supplied immediately from stock by the Contractor.

J. Electronic Signatures: Electronic signatures are valid under Arizona law. Either or all parties may execute this Agreement by scanned or electronic signature, and any such scanned or electronic signature shall be deemed an original, valid, and binding signature if issued with proper signature authority.

4.6. Costs and Payments

A. General: Any prompt payment terms offered must be clearly noted by the Contractor on all invoices submitted to the City for the payment of goods or services received. The City will make every effort to process payment for the purchase of material or services within thirty calendar days after receipt of a correct invoice, unless a good faith dispute exists to any obligation to pay all or a portion of the account. Payment terms are specified in the Offer.

B. Payment Deduction Offset Provision: Contractor acknowledges that the City Charter requires that no payment be made to any Contractor as long as there is an outstanding obligation due to the City. Contractor agrees that any obligation it owes to the City will be offset against any payment due to the Contractor from the City.

C. Late Submission of Claim by Contractor: The City will not honor any invoices or claims which are tendered one year after the last item of the account accrued.

D. Discounts: If applicable, payment discounts will be computed from the date of receiving acceptable products, materials and/or services or correct invoice, whichever is later to the date payment is mailed.

E. No Advance Payments: Advance payments are not authorized. Payment will be made only for actual services or commodities that have been received, unless addressed specifically in the Scope of work for subscription services.

F. Fund Appropriation Contingency: The Contractor recognizes that any agreement entered into will commence upon the day first provided and continue in full force and effect until termination in accordance with its provisions. The Contractor and the City herein recognize that the continuation of any contract after the close of any given fiscal year of the City, which ends on June 30th of each year, will be subject to the approval of the budget of the City providing for or covering such contract item as an expenditure therein. The City does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget.

G. Maximum Prices: The City will not be invoiced at prices higher than those stated in any contract resulting from this Offer. Contractor certifies, by signing this Offer that the prices offered are no higher than the lowest price the Contractor charges other buyers for similar quantities under similar conditions, as applicable and shown by quotes for like services and goods. Contractor further agrees that any reductions in the price of the goods or services covered by this Offer and occurring after award will apply to the undelivered balance. The Contractor will promptly notify the City of such price reductions.

H. F.O.B. Point: All prices are to be quoted F.O.B. destination, unless specified elsewhere in this solicitation.

4.7. Contract Changes

A. Contract Amendments: Contracts will be modified only by a written contract amendment signed by persons duly authorized to enter into contracts on behalf of the

Contractor. No verbal agreement or conversation with any officer, agent, or employee of the City either before or after execution of the contract, will affect or modify any of the terms or obligations contained or to be contained in the contract. Any such verbal agreements or conversation shall be considered as unofficial information and in no way binding upon the City or the Contractor. All agreements shall be in writing and contract changes shall be by written amendment signed by both parties.

B. Assignment - Delegation: No right or interest in this contract nor monies due hereunder will be assigned in whole or in part without written permission of the City, and no delegation of any duty of Contractor will be made without prior written permission of the City, which may be withheld for good cause. Any assignment or delegation made in violation of this section will be void.

C. Non-Exclusive Contract: Any contract resulting from this solicitation will be awarded with the understanding and agreement that it is for the sole convenience of the City. The

City reserves the right to obtain like goods or services from another source when necessary.

4.8. Risk of Loss and Liability

A. Title and Risk of Loss: The title and risk of loss of material or service will not pass to the City until the City actually receives the material or service at the point of delivery; and such loss, injury, or destruction will not release seller from any obligation hereunder.

B. Acceptance: All material or service is subject to final inspection and acceptance by the

City. Material or service failing to conform to the specifications of this contract will be held at Contractor's risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Noncompliance will conform to the cancellation clause set forth in this document.

C. 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 will not include late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition. If either party is delayed at any time in the progress of the work by force majeure, the delayed party will notify the other party in writing of such delay, as soon as is practical, of the commencement thereof and will specify the causes of such delay in such notice. Such notice will be hand-delivered or mailed certified-return receipt and will make a specific reference to this provision, thereby invoking its provisions. The delayed party will cause such delay to cease as soon as practicable and will notify the other party in writing when it has done so. The time of completion will be extended by contract modification for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this contract.

D. Loss of Materials: The City does not assume any responsibility, at any time, for the protection of or for loss of materials, from the time that the contract operations have…