Goodyear Contract 20-5492

. Office of Procurement
AZ o City of Goodyear 190 N. Litchfield Road

P.O. Box 5100
Goodyear, AZ 85338
Goodyear Invitation For Bid Phone: 623-882-7893
Solicitation Number: IFB 20 - 5492

Materials and/or Service: | Well and Booster Pump Equipment Maintenance Service

Solicitation Due Date: April 23, 2020 Time: 3:00 pm (Arizona Time)
Mailing Address: City of Goodyear, City Hall Front Desk
190 North Litchfield Road
P.O. Box 5100
Goodyear, AZ 85338
Procurement Manager: Jacque Behrens, CPPB
Phone: 623/882-7893
Email: jacque.behrens@goodyearaz.gov

All bids must be received by the City of Goodyear, City Hall Front Desk, at the specified location by the date and
time cited above. Late bids will not be considered. Bids received by the correct date and time shall be publicly
opened and read. Bidders are advised to carefully read the entire Solicitation Package. Bids that do not comply
with all Instructions to Bidders may be disqualified.

Solicitation packages can be obtained by downloading from the City of Goodyear’s website: www.goodyearaz.gov
and following these instructions: Enter City website, click on BUSINESS, click on Vendor Services/Procurement,

click on Solicitations for Bids/Proposals, click on IFB 20-5492, Should you experience problems downloading the
solicitation, contact Jacque Behrens, CPPB at the above email address.

All communications concerning this solicitation must be directed to responsible procurement staff person identified
above, via email only. Communications with other city staff may disqualify you from the evaluation process.

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION

Published in the Arizona Republic Southwest Section on: 3/25/20 and 3/27/20

Office of Procurement
Cl, City of Goodyear 190N. Litchfield Road
ay’ FS P.O. Box 5100
eer: Goodyear, AZ 85338
Goddyear Table of Contents Phone: 623-882-7893
SECTIONS PAGE
Notice Page 1
Table of Contents 2
Instructions to Bidders 3
Standard Terms and Conditions 8
Special Terms and Conditions 23
Specifications 25
Fee Schedule 27
Offer and Acceptance 30
ATTACHMENTS

Attachment A ~ Listing of Well Rehab Projects
Attachment B — Municipal Utility Projects
Attachment C - Additional Information Requested

Solicitation No: IFB 20-5492 www.goodyearaz.gov

Page 2 of 33

Goodyear

AS

Office of Procurement

Fr City of Goodyear 190 N. Litchfield Road

P.O, Box 5100
eers Goodyear, AZ 85338
cityoF Instructions to Bidders Phone: 623-882-7893

PREPARATION OF OFFER

a.

It is the responsibility of all Bidders to examine the entire solicitation package and seek clarification
from the responsible procurement staff identified on the cover sheet of any item or requirement that
may not be clear, and to check all responses for accuracy before submitting a bid.

All offers shall be on the forms provided in the solicitation package. It is permissible to copy these
forms if required. Telegraphic (facsimile) or email bids will not be considered

The Offer and Acceptance document shall be returned with the submittal with an original blue ink
signature by a person authorized to sign the Offer. Pricing documents and other documents which
require information to be filled in must be done in ink, typewritten or computer printed. No bids will
be accepted if pencil is used, Erasures, interlineations, or other modifications in the bid shall be
initialed in original blue ink by the authorized person signing the bid.

It is the Bidder’s responsibility to obtain a copy of any addenda relevant to this solicitation. Failure to
submit addenda with the solicitation response may be grounds for deeming a bid non-responsive.

Bids shall be submitted in a sealed envelope provided by the Bidder, and should include the Bidder’s
name, address and solicitation number on outside of the sealed envelope/package.

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

It is the responsibility of the Bidder to submit the bid at the place and by the time provided in the
solicitation.

Negligence in preparing a bid confers no right of withdrawal after the due date and time of the bid. No
bid shall be altered, amended, or withdrawn after the specified offer due date and time.

Offers shall include all costs as described and indicated by the specifications. The City is exempt from
Federal Excise Tax, including the Federal Transportation Tax. Sales tax, if any, shall be indicated as
a separate item.

If price is a consideration, and in case of error in the extension of prices in the bid, the unit price shall
govern.

The City shall not reimburse the cost of developing, presenting, or providing any responses to this
solicitation. Bids submitted for consideration should be prepared simply and economically, providing
adequate information in a straightforward and concise manner.

Bidder shall submit one (1) original, marked “original” and three (3) copies of their bid with their
submittal. Offers shall be submitted single-sided.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 3 of 33

Office of Procurement

Als, City of Goodyear 19ON. Litchfield Road

P.O. Box 5100
eters Goodyear, AZ 85338
Gsee Instructions to Bidders Phone: 623-882-7893

Goodyear

SERIAL NUMBERS

Bids shall be for equipment on which the original manufacturer’s serial number, if applicable, has not been

altered in any way. Throughout the contract term, the City reserves the right to reject any altered
equipment.

BRAND NAMES

Any manufacturer’s names, trade names, brand names, or catalog numbers used in the specifications are
for the purposes of describing and establishing the quality level, design and performance desired. Such
references are not intended to limit or restrict bidding by other vendors, but are intended to establish the
quality, design or performance which is desired. Any Bidder which proposes equal or greater quality,
design or performance may be considered. The city has the sole authority to accept or reject any like items.

SUBSTITUTIONS OR EXCEPTIONS

The City reserves the option to not consider bids for award if the Bidder: i) takes any exception to the
specifications and the City does not agree or accept the proposed changes; or ii) proposes a unit which does
not meet the City’s specifications exactly and the Bidder does not additionally propose the specified unit
prior to bid opening, and the City rejects the alternative identified.

DESCRIPTIVE LITERATURE

All bidders shall include complete manufacturer’s descriptive literature regarding the equipment and goods
they propose to furnish. Literature shall be sufficient in detail in order to allow full and fair evaluation of
the bid submitted. Failure to include this information may result may result in the bid being rejected.

PREPARATION OF SPECIFICATIONS BY PERSONS OTHER THAN CITY PERSONNEL

All specifications shall seek to promote overall economy for the purposes intended and encourage
competition and not be unduly restrictive in satisfying the City’s needs. No person preparing specifications
shall receive any direct or indirect benefit from the utilization of specifications, other than fees paid for the
preparation of specifications,

INQUIRIES

Any questions related to the solicitation shall be directed to the responsible procurement staff whose name
appears on the front page via email only. The Bidder shall not contact or ask questions of other City staff
or the City department for which the requirement is being procured. Any correspondence related to a
solicitation should refer to the solicitation number, page, and paragraph number. All questions must be
submitted no later than the close of business seven (7) days prior to the bid opening.

PRE-BID CONFERENCE - Intentionally left blank

LATE BIDS/MODIFICATIONS/WITHDRAWALS

Bids, modifications of bids, and withdrawals received after the due date and time specified for receipt will
be rejected. A Bidder (or designated representative) may withdraw their bid via email to the responsible
procurement staff person any time prior to the solicitation due date and time.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 4 of 33

Office of Procurement

Als, City of Goodyear 190N. Litchfield Road

P.O. Box 5100
eer: Goodyear, AZ 85338
CiTvoF Phone: 623-882-7893

G

Sodyear Instructions to Bidders

10.

il.

12.

13.

14,

PUBLIC RECORD/CONFIDENTIAL INFORMATION

All bids submitted in response to this solicitation shall become the property of the City and shall become
a matter of public record available for review, subsequent to the award. If the Bidder believes that any
information provided throughout the procurement process should be withheld as confidential, it is the
responsibility of the Bidder to submit to the Procurement Manager a statement when the confidential
information is submitted which identifies those items the Bidder believes to be confidential and the legal
reason(s) why they are confidential. The Procurement Manager shall review the request for confidentiality
and advise the Bidder in writing if the information will be treated as confidential by the City. If the City
receives a public records request for any of the information determined to be confidential by the
Procurement Manager, the City will use reasonable efforts to give notice to the Bidder prior to the release
of the information.

BID ACCEPTANCE PERIOD

In order to allow for an adequate evaluation, the City requires a bid in response to this Solicitation to be
valid for one hundred twenty (120) days after the opening time and date.

DISCUSSIONS

The City reserves the right to conduct discussions with Bidders for the purpose of eliminating minor
irregularities, informalities, or apparent clerical mistakes in the submittal in order to clarify a bid and assure
full understanding of, and responsiveness to, solicitation requirements.

PERSONNEL

It is essential that the Bidder provide adequate experienced personnel, capable of and devoted to the
successful accomplishment of the work to be performed in this Solicitation. The Bidder agrees that those
persons identified in their submittal shall not be removed or replaced without a written request to and
approval from the City.

AWARD OF CONTRACT.

a, The contract will be awarded pursuant to the provisions of the City of Goodyear Procurement Code.
Unless the Bidder states otherwise, or unless provided within this solicitation, the City reserves the
tight to award by individual line item, by group of line items, or as a total, whichever is deemed most
advantageous to the City. Notwithstanding any other provision of this solicitation, the Procurement
Manager further reserves the right to i) waive any immaterial defect or informality; ii) reject any or all
bids, or portions thereof; iii) reissue the solicitation; or iv) modify or cancel this solicitation.

b. 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 and the written amendments thereto, if any. If City
Council approval is necessary, bids do not become contracts unless and until they are accepted by the
City Council. A contract is formed when written notice of award(s) is provided to the successful
Bidder(s). The Contract has its inception in the award document, eliminating a formal signing of a
separate contract.

c. In the event the City should receive two or more identical bids, the awardee will be determined by
lottery.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 5 of 33

Als City of Goodyear 190N. Litchfield Road

P.O. Box 5100
Goodyear, AZ 85338
CHY OF Phone: 623-882-7893

Goodyear

Office of Procurement

Instructions to Bidders

15,

16.

17,

18.

BUSINESS REGISTRATION PERMIT

All Bidders awarded contracts with the City shall be required to obtain a City of Goodyear Business
Registration Permit through the Goodyear Business Registration Office. For further information call
Finance, Joe Lewandowski at (623) 882-7899 or joe lewandowski@goodyearaz.gov

PROTESTS

a. Any interested party may protest a solicitation issued by the City or the proposed award or the award
of a City Contract by submitting a request in writing with the Procurement Manager for the City of
Goodyear, with a copy directed to the City Attorney for the City of Goodyear as follows:

Jacque Behrens, CPPB Roric Massey
Procurement Manager City Attorney

City of Goodyear City of Goodyear

P.O, Box 5100 P.O. Box 5100

190 North Litchfield Road 190 North Litchfield Road
Goodyear, AZ 85338 Goodyear, AZ 85338

b. Writing: All protests must be in writing and shall include the following information:
* Thename, address and telephone number of the protester;
¢ The signature of the protester or its representative;
e The solicitation or contract number;
e

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

¢ The form of relief requested. R3-4-16.01

c. Time Frame: To be considered, protests must be filed during the time frame identified in the
procurement code.

¢ Protests of a solicitation must be filed within five (5) days of the first advertising of the
solicitation.

¢ Protests of an award must be filed within ten (10) days of the issue date of the Notice of Award
or Notice of Intent to Negotiate and Award.

d. The Procurement Manager is required to notify all interested parties that a protest has been filed.

CONFLICT OF INTEREST Offerors shall fully disclose all known and potential conflicts that could
influence or appear to influence their judgment or the quality of their services.

OFFER RESULTS

Bids will be opened on the bid due date, time and location indicated on the cover sheet of the
solicitation at which time the name of each bidder and the prices shall be read. Bids and other
information received in response to the Invitation for Bid shall be shown only to authorized City
personnel having a legitimate interest in them or persons assisting the City in the evaluation. Bids

are not available for public inspection until} after award recommendation has been posted on the
City’s website.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 6 of 33

. Office of Procurement
AV, ’ City of Goodyear 190 N. Litchfield Road

P.O. Box 5100
ers Goodyear, AZ 85338
civ o! Instructions to Bidders Phone: 623-882-7893

Goodyear

A preliminary bid tabulation will be posted on the City’s website,
http://www.goodyearaz.gov/business/vendor-services-procurement/bid-results within five (5)
calendar days of the bid opening. The information on the preliminary tabulation will be posted as
it was read during the bid opening. The City makes no guarantee as to the accuracy of any
information on the preliminary tabulation. Once the City has evaluated the bids an award
recommendation will be posted on the website. No further notification will be provided to
unsuccessful bidders.

END OF INSTRUCTIONS TO OFFERORS

Solicitation No: IFB 20-5492 www.goodyearaz.gav Page 7 of 33

Office of Procurement

Als, City of Goodyear 190 N. Litchfield Road

P.O. Box 5100

ers Goodyear, AZ 85338
ITV OF tan iti Phone: 623-882-7893
Goddyear Standard Terms and Conditions

SECTION 1. DEFINITIONS

1.1 “City” means the City of Goodyear.
1.2 “City Manager” means the manager of the City of Goodyear or designee.
1.3 “Contract” means this Goods/Services Contract and any attachments referenced herein, fully completed

and executed between the City of Goodyear and the Contractor.

1.4 “Contractor” means the individual, partnership, entity or corporation who, as a result of the competitive
process, is awarded a contract by the City of Goodyear to provide goods and/or services.

1.5 “Days” means calendar days unless otherwise specified herein.

1.6 “Litigation Expense” means any court filing fee and costs, arbitration fees or costs, witness fee, arbitration
fees, and each other fee and cost of investigating and defending or asserting any claim for indemnification
under this Contract, including, without limitation, in each case, attorneys’ fees, professional fees,
disbursements and each other fee and cost of investigating and defending, appealing or asserting any claim
for indemnification under this Contract.

1.7 “Loss” means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment,
damages (including punitive damages), diminution in value, fines, fees and penalties or other charge, other
than a litigation expense.

1.8 “Project” “Services” or “Work” means the subject matter of this Contract as more fully set forth in the
attached Scope of Work, which may include delivery of goods and/or services.

1.9 “Subcontractor” means any individual, corporation, company, or other entity who contracts to perform
work or render services or provide goods to a Contractor or to another subcontractor as part of this
Contract with the City.

SECTION 2. TERM OF CONTRACT

2.1 The term of the contract may be automatically extended to include the warranty period.

2.2 Contractor shall not commence work until Contractor receives a purchase order signed by the City
procurement manager or designee.

SECTION 3. COMPENSATION AND PAYMENTS

3.1 COMPENSATION: Total compensation to be paid under this Contract shall not exceed the purchase order
amount.

3.2 Contractor shall invoice City on or before the 10th day of each month for goods and/or services provided
under this contract during the prior month. All invoices shall contain itemized hourly fees, unit cost,
extended cost of goods and supporting documentation for all invoiced amounts. All invoices to the City

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 8 of 33

Office of Procurement

AN Fr City of Goodyear 190N. Litchfield Road

P.O. Box 5100
eer, Goodyear, AZ 85338
Gast Standard Terms and Conditions Phone: 623-882-7893

odyear

3.3

3.4

3.5

3.6

3.7

3.8

shall identify the specific item(s) being billed and the Purchase Order number. Items are to be identified
by the name, model number, and/or serial number most applicable.

City shall make every effort to process payments to Contractor within thirty (30) calendar days after the
receipt of a correct and approved invoice, unless a good faith dispute exists to any obligation to pay all or
a portion of the invoice or account.

PRICE ADJUSTMENT/CONTRACT EXTENSION: The City’s Office of Procurement will review fully
documented requests for price increase after any contract has been in effect for one (1) year. Any price
increase adjustment will only be made at the time of contract extension and will be a factor in the extension
review process. The Office of Procurement will determine whether the requested price increase or alternate
option is in the best interest of the City. Any price adjustment will be effective upon the effective date of
the contract extension.

PRICE REDUCTION: A price reduction may be offered at any time during the term of the contract and
shall become effective upon notice.

LATE SUBMISSION OF CLAIM BY CONTRACTOR: The City will not honor any invoices or claims
which are tendered one (1) year after the last item of the account accrued.

ESTIMATED QUANTITIES: Quantities identified in the Solicitation are the City’s best estimate and do
not obligate the City to order or accept more than the City’s actual requirements during the period of this
Contract as determined by actual needs and availability of appropriate funds. It is expressly understood

and agreed that Contractor is to supply the City with its complete and actual requirements for the contract
period.

PRODUCT DISCONTINUANCE: In the event that a product or model identified in the offer is
subsequently discontinued by the manufacturer, the City at its sole discretion may allow the Contractor to
provide a substitute for the discontinued item, The Contractor shall request permission to substitute a new
product or model and provide all of the following: :

1. A formal announcement from the manufacturer that the product or model has been discontinued;

2. Documentation from the manufacturer that names the replacement product or model;

3. Documentation that provides clear and convincing evidence that the replacement meets or exceeds all
specifications required by the original solicitation;

4. Documentation that provides clear and convincing evidence that the replacement will be compatible
with all the functions or uses of the discontinued product or model; and

5. Documentation confirming that the price for the replacement is the same as or less than the discontinued

product or model.

USAGE REPORT: The Contractor may be required to provide a usage report to the Procurement Manager.

DISCOUNTS: Payment discounts will be computed from the date receiving acceptable goods, materials
and/or services or correct invoice, whichever is later to the date payment is mailed.

NO ADVANCE PAYMENT: Advance payments will not be authorized; payment will be made only for
actual goods or services that have been received.

Solicitation No: IFB 20-5492 www, goodyearaz.gov Page 9 of 33

AZ, City of Goodyear 190N. Litchfield Road

P.O. Box 5100
Goodyear, AZ 85338
CIV OF Phone: 623-882-7893

Goo

Office of Procurement

dyear Standard Terms and Conditions

3.12

3.13

3.14

FUND APPROPRIATION CONTINGENCY: The Parties recognize that the continuation of any contract
after the close of any given fiscal year of the City of Goodyear, which fiscal year ends on June 30 of each
year, shall be subject to appropriation and allocation of funds by the Goodyear City Council.

F.O.B. POINT: All prices are to be quoted F.O.B final destination, unless otherwise specified elsewhere in
the solicitation.

TAXES: Contractor shall be solely responsible for the reporting of any and all tax obligations that may
result from Contractor’s performance of this Contract.

SECTION 4. TERMINATION

4.1

4.2

SECTI

5.1

TERMINATION FOR CONVENIENCE: City at any time and for any reason and without cause may
terminate, suspend or abandon any portion, or all, of this Contract at City’s convenience. In the event that
the City terminates, suspends or abandons any part of the services, the City shall provide notice to the
Contractor. Upon receipt of notice, the Contractor shall, unless the notice directs otherwise, immediately

discontinue further services and placing of orders for materials, facilities and supplies in connection with
the performance of this Agreement.

The Contractor shall appraise the services completed prior to receiving notice of the termination,
abandonment or suspension and deliver to the City all drawings, special provisions, field survey notes,
reports, estimates and any and all other documents or work product generated by the Contractor under the
contract, entirely or partially completed, together with all unused materials supplied by the City.

In the event of termination, abandonment or suspension, Contractor shall be paid for services satisfactorily
performed prior to receipt of such notice including reimbursable expenses then incurred. However, in no
event shall the fee exceed that set forth in Section 4 of this Contract. Contractor shall not be entitled to any

claim or claim of lien against Owner for any additional compensation or damages in the event of such
termination and payment.

The City shall make final payment within thirty (30) days after the Contractor has fully complied with the
provisions of Section 5 and Contractor submits a correct and approved final invoice for the fee that has
been agreed to by the Parties.

Any attempt to represent any material and/or service not specifically awarded as being under contract with
the City of Goodyear is a violation of the contract and the City of Goodyear Procurement Code. Any such
action is subject to the legal and contractual remedies available to the City inclusive of, but not limited to,
contract cancellation, suspension and/or debarment of the Contractor.

ON 5. RISK OF LOSS AND LIABILITY

INDEMNIFICATION: Unless a federal and state statute that expressly prohibits such indemnification,
Contractor shall defend, indemnify, save and hold harmless the City of Goodyear, its officials, directors,
officers, employees, agents, and representatives (hereinafter referred to as "Indemnitee") at all times after
the date of this Contract from and against any and all Claims, caused by, relating to, arising out of, or
alleged to have resulted from, in whole or in part, any negligent, reckless or intentional acts, errors, fault,
mistakes, omissions, work, goods or service of the Contractor, its directors, officers, employees, agents,

Solicita

tion No: IFB 20-5492 www.goodyearaz.gov Page 10 of 33

Office of Procurement

AZ, City of Goodyear 190N. Litchfield Road

P.O. Box 5100
etre Goodyear, AZ 85338
sivoF Standard Terms an ndition Phone: 623-882-7893
Goodyear d Conditions

5.2

5.3

3.4

representatives, or any tier of subcontractors or any other person for whose acts, errors, fault, mistakes
omissions, work, goods or service the Contractor may be legally liable in the performance of this Contract.
The Indemnification provided hereunder shall extend to Claims arising out of, or recovered under, Arizona's
Workers' Compensation Law or the failure of Contractor to conform to any applicable and appropriate
federal, state, or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of
the Parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or
willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all
Claims. It is agreed that the Contractor will be responsible for primary loss investigation, defense and
judginent costs where this indemnification is applicable.

In consideration of the award of this contract, Contractor agrees to waive all rights of subrogation against
Indemnitee for Claims arising from the work performed by Contractor, its directors, officers, employees,
agents, representatives, or any tier of subcontractors pursuant to this Contract. This indemnification
provision shall survive the expiration or earlier termination of this Contract.

For purposes of this Indemnification provision the term Claims shall mean claims, suits, actions, demands,
proceedings, losses, settlement payments, disbursements, expenses, and damages of every kind and
description (including but not limited to costs, interest, awards, judgments, diminution in value, fines,
penalties or other charges, reasonable attorneys’ fees, other professionals’ fees, court filing fees and costs,
arbitration fees, witness fees, and each other fee and cost of investigating and defending, negotiating,

appealing or asserting any claim for indemnification under this Contract) (collectively referred to
“Litigation Expenses”),

INDEMNIFICATION ~ PATENT, COPYRIGHT AND TRADEMARK: The Contractor shall indemnify
and hold harmless the City against any liability, including costs and expenses, for infringement of any
patent, copyright or trademark or other proprietary rights of any third parties arising out of contract
performance or use by the City of materials furnished or Services performed under this Contract. The
Contractor agrees upon receipt of notification to promptly assume full responsibility for the defense of any
claim, suit or proceeding which is, has been, or may be brought against the City and its agents for alleged
infringement, as well as for the alleged unfair competition resulting from similarity in design, trademark or
appearance of goods by reason of the use or sale of any goods furnished under this Contract and the
Contractor further agrees to indemnify the City against any and all expenses, losses, royalties, profits and
damages including courts costs and attorney’s fees resulting from the bringing of such suit or proceedings
including any settlement or decree of judgment entered therein. The City may be represented by and
actively participate through its own counsel in such suit or proceedings, it is so desires. It is expressly
agreed by the Contractor that these covenants are irrevocable and perpetual.

TITLE AND RISK OF LOSS: The title and risk of loss of material or services shall not pass to the City
until the City actually receives and accepts the materials or services at the point of delivery; and such loss,
injury or destruction shall not release the Contractor from any obligation hereunder.

ACCEPTANCE: All materials or services are subject to final inspection and acceptance by the City.
Materials or services failing to conform to the specifications of this Contract shall be held at Contractor’s
risk and may be returned to the Contractor. If returned, all costs are the responsibility of the Contractor.
The City may elect to do any or all of the following: a) Waive the non-conformance; b) Stop the work
immediately; c) Bring materials into compliance; and/or d) Terminate the Contract and seek all remedies
available in law and in equity. This shall be accomplished by a written determination by the City.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 11 of 33

: Office of Procurement
AZ o City of Goodyear 190 N. Litchfield Road

P.O. Box $100
etry Goodyear, AZ 85338
Gast Standard Terms and Conditions Phone: 623-882-7893

dyear

5.5

5.6

5.7

5.8

5.9

5.10

5.11

5.12

LOSS OF MATERIALS: The City does not assume any responsibility, at any time, for the protection of

or for the loss of materials, from the execution of this Contract until the final acceptance of the work by the
City.

DEFAULT IN ONE INSTALLMENT TO CONSTITUTE TOTAL BREACH: Contractor shall deliver
conforming materials in each installment of lot of this Contract and may not substitute nonconforming
materials and/or services. Delivery of nonconforming materials or a default of any nature, at the option of
the City, shall constitute a breach of the Contract as a whole.

SHIPMENT UNDER RESERVATION PROHIBITED: Contractor is not authorized to ship goods or

perform services under reservation, and no tender of an invoice or bill of lading will operate as a tender of
the goods or services.

WORK PERFORMED AT CONTRACTOR’S RISK: Contractor shall take all precautions reasonably
necessary and shall be responsible for the safety of its employees, agents and subcontractors in the
performance of the work hereunder and shall utilize all protections reasonably necessary for that purpose.
All work shall be done at Contractor’s own risk, and Contractor shall be responsible for any loss of or
damage to materials, tools, or other articles used or held for use in connection with the work.

SAFETY STANDARDS: All items supplied pursuant to this Contract shall comply with the current
applicable Occupational Safety and Health Standards of the State of Arizona Industrial Commission, the
National Electric Code, and the National Fire Protection Association Standards.

PROJECT STAFFING: Prior to the start of any Services under this Contract, the Contractor shall submit
to the City detailed resumes of key personnel that will be involved in performing Services prescribed in the
Contract for review and approval. At any time hereafter that the Contractor desires to change key personnel
while performing under the Scope, the Contractor shall submit the qualifications of the new personne! to
the City for prior approval. Key personnel include but are not limited to the Contractor’s

principal-in-charge, project manager, project designer, project architect, system architect, system manager
and system engineer.

The Contractor will maintain an adequate and competent staff of qualified persons throughout the
performance of this Contract as necessary for acceptable and timely completion of the services. If the City
objects, with reasonable cause, to any of the Contractor's staff, the Contractor shall take prompt corrective

action and, if required, remove such personnel from the Project and replace them with the new personnel
agreed to by the City.

SUBCONTRACTORS: Prior to beginning the work, the Contractor shall furnish the City for approval the

names of subcontractors to be used on this Project. Any subsequent changes are subject to the approval of
the City.

DAMAGE TO CITY PROPERTY: Contractor shall perform all work so that no damage to any City
buildings or property results. Contractor shall repair any damage caused to the satisfaction of the City at
no cost to the City. Contractor shall take care to avoid damage to adjacent finished materials that are to
remain. If finished materials are damaged, Contractor shall repair and finish in a manner which matches
existing material as approved by the City at the Contractor’s expense.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 12 of 33

. Office of Procurement
AZ, m" City of Goodyear 190 N. Litchfield Road

, “a uy : Standard Terms and Conditions Phone: 623-882-7893

Goodyear

P.O. Box 5100

Goodyear, AZ 85338

5.13

FORCE MAJEURE: Neither Party shall be in default by reason of any failure in performance of this
Contract if such failure arises out of causes beyond their reasonable control and without the fault or
negligence of said Party including, unforeseeable Acts of God; terrorism or other acts of public enemy; war
and epidemics or quarantine restrictions.

If either Party is delayed at any time in the progress of the Work by force majeure, the delayed Party shall
notify the other Party in writing of such delay, as soon as is practical, of the commencement thereof and
shall specify the causes of such delay in the notice. The notice shall be hand-delivered or mailed certified-
return receipt and shall make a specific reference to this provision. The delayed Party shall cause such
delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The
time of completion shall 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.

SECTION 6. CONTRACT INTERPRETATION

6.1

6.2

6.3

6.4

6.5

DISPUTES, GOVERNING LAW, and ATTORNEY FEES: Should any dispute, misunderstanding or
conflict arise as to the terms or provisions contained in this Contract, the matter shall first be referred to the
City, and the City shall determine the term or provision's true intent and meaning.

This Contract shall be deemed to be made under, shall be construed in accordance with, and shall be
governed by the laws of the State of Arizona, without regard to choice of law or conflicts of laws principles
thereof. Any action arising out of this Contract shall be commenced and maintained in the Superior Court
of the State of Arizona in and for the County of Maricopa. The prevailing Party shall be reimbursed by the
other Party for all attorney fees and all costs and expenses, including but not limited to all service of process,
filing fees, court and court report costs, investigative costs, and expert witness fees which are incurred in
any legal proceeding whatsoever arising out of this Contract, including, bankruptcy, arbitration, declaratory
relief or other litigation, including appeals or rehearing.

PROVISIONS REQUIRED BY LAW: Each and every provision of law and any clause required by federal,
state or local law to be in this Contract shall be read and enforced as though it were included herein and if
through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the

application of ether Party the Contract shall forthwith be physically amended to make such insertion or
correction.

PAROL EVIDENCE: This Contract 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 trade shall be relevant to contradict, supplement or explain
any term used in this Contract.

SEVERABILITY: If any provision in this Contract or the application thereof to any person or circumstance
shall be invalid, illegal or unenforceable to any extent, the remainder of this Contract and the application
thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

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 shall prevail in the order set forth below:
1. Special Terms and Conditions
2. Standard Terms and Conditions

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 13 of 33

. Office of Procurement
AZ, ’ City of Goodyear 190N. Litchfield Road

P.O. Box 5100
Palle in Goodyear, AZ 85338
city) Standard Terms and Conditions Phone: 623-882-7893
G

6.6

6.7

6.8

6.9

6.10

6.11

oodyear
3. Specifications
4. Fee Schedule
5. Attachments
6. — Exhibits
7. Invitation to Bid, Instructions to Bidders and other documents referenced or included.

INTEGRATION: This Contract contains the full agreement of the parties hereto. Any prior or

contemporaneous written or oral agreement between the parties regarding the subject matter hereof is
merged and superseded hereby.

INDEPENDENT CONTRACTOR: Each Party will act in its individual capacity and not as an agent,
employee, partner, joint venture, or associate of the other. An employee or agent of one Party shall not be
deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor
is advised that taxes or Social Security payments will not be withheld from any City payments issued
hereunder and that the Contractor should make arrangements to directly pay such expenses, if any.

NON-WAIVER MONIES DUE: The City of Goodyear 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, 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.

AMBIGUITIES NOT HELD AGAINST DRAFTER: This Contract having been freely and voluntarily
negotiated by all parties and the rule of contract construction that ambiguities, if any, in any term or condition
of an agreement are held against the drafter of the agreement is not applicable to this Contract.

NON-WAIVER CONTRACT PROVISION: The failure of either Party to enforce any of the provisions of
this Contract or to require performance of the other Party of any of the provisions hereof shall not be
construed to be a waiver of such provisions, nor shall it affect the validity of this Contract or any part thereof,
or the right of either Party to thereafter enforce each and every provision.

COOPERATION AND FURTHER DOCUMENTATION: The Contractor agrees to provide the City all

duly executed documents as shall be reasonably requested by the City to implement the intent of this
Contract.

SECTION 7. CONTRACT ADMINISTRATION AND OPERATION

7A

WORK PRODUCT, EQUIPMENT AND MATERIALS: All work product, equipment, or materials
created or purchased under this Contract are considered the sole property of the City and must be delivered
to the City upon termination, abandonment of the Contract or final payment to the Contractor and shall not
be used or released by the Contractor without prior authorization from the City. Work product includes,
but is not limited to, plans, specifications, cost estimates, tracings, studies, design analyses, original Mylar
drawings, computer aided drafting and design (CADD) file, computer disks and/or other electronic records
and media. Contractor agrees that all materials prepared under this Contract are “works for hire” within the
meaning of the copyright laws of the United States and assigns to City all rights and interest Contractor
may have in the materials it prepares under this Contract, including any right to derivative use of the

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 14 of 33

. Office of Procurement
AZ o City of Goodyear 190 N. Litchfield Road

P.O. Box 5100
Pe nlanead Goodyear, AZ 85338
Gae Standard Terms and Conditions Phone: 623-882-7893

dyear

7.2

73

materials. Contractor shall place the professional seal of Contractor on all plans and documents prepared
in the performance of this Contract.

CONFIDENTIALITY AND ENCRYPTION; All data, regardless of fonn, including originals, images and
reproductions, prepared by, obtained by, or transmitted to Contractor in connection with this Contract are
confidential, proprietary information owned by the City. Except as specifically provided in this Contract,
the Contractor shall not disclose data generated in the performance of the Service to any third person
without the prior written consent of the City Manager.

Personal identifying information, financial account information or restricted City information, whether
electronic format or hard copy, are considered confidential information and must be secured and protected
at all times to avoid unauthorized access. At a minimum Contractor shall ensure that all electronic
transmissions of confidential data are encrypted and any cryptographic algorithm implementations used
must have been validated by the National Institute of Standards and Technology (NIST). The use of

proprietary encryption algorithms will not be allowed for any purpose. The export of encryption
technologies is restricted by the U.S. Government.

In the event that data collected or obtained by Contractor in connection with this Contract is believed to
have been compromised, Contractor shall notify the City Attorney immediately. Contractor agrees to
reimburse the City for any costs incurred by the City to investigate potential breaches of this data and,
where applicable, the cost of notifying individuals who may be impacted by the breach.

Contractor agrees that the requirements of this section shall be incorporated into all subcontractor
agreements entered into by the Contractor. It is further agreed that a violation of this section shall be
deemed to cause irreparable harm and justifies injunctive relief in court. A violation of this section may
result in immediate termination of this Contract without further notice. The obligations of Contractor under
this section shall survive the termination of this Contract.

CONFLICT OF INTEREST/THIRD PARTIES: Contractor shall provide written notice to the City as set
forth in this section, of any work or Services performed by the Contractor for third parties that, to the extent
that the Contractor is aware, involves or is associated with any real property or personal property owned or
leased by the City or which may be adverse to the City. Notice shall be given seven (7) days prior to
commencement of the Services by the Contractor for a third party. Written notice and disclosure shall be
sent to:
Roric Massey, City Attorney
City of Goodyear
190 N. Litchfield Rd
Goodyear, Arizona 85338

Actions that are considered to be adverse to the City include but are not limited to:

1, Using data acquired in connection with this Contract to assist a third party in pursuing administrative
or judicial action against the City;

2. Testifying or providing evidence on behalf of any third party in connection with an administrative or
judicial action against the City; and

3. Using data to produce income for the Contractor, its subcontractors or employees independently of
performing the services under this Contract, without the prior written consent of the City.

Solicitation No: IF8 20-5492 www.goodyearaz.gov Page 15 of 33

. Office of Procurement
AZ ‘ City of Goodyear 190 N. Litchfield Road

P.O. Box 5100
eters Goodyear, AZ 85338
ciyor Standard Terms and Conditions Phone: 623-882-7893
oodyear

74

75

7.6

The Contractor represents that except for those persons, entities and projects identified to the City, the
Services to be performed by the Contractor under this Contract are not expected to create an interest with
any person, entity, or third party project that is or may be adverse to the interests of the City. The

Contractor’s failure to provide a written notice and disclosure of the information as set forth in this section
shall constitute a material breach of Contract.

CONFLICT AUDIT: Within thirty (30) days of being requested to do so, Contractor agrees to provide the
City an itemized summary of any and all gifts a Contractor, its directors, officers, managers, employees,
agents and/or representatives have made to any City employee during the year prior to the date of the
Contract through the date of the request. The summary shall include the date the gift was made, a
description of the gift, the City employee(s) that received the gift, and the value of the gift. The summary
shall be signed and its truthfulness certified by Contractor. For purposes of this section the terms "Gift"
means anything of value that is provided to the employee and includes, by way of example, but not
limitation, meals, free use of vacation homes, low interest or no interest loans, tickets to sporting events,
tickets to charitable events, entertainment expenses, travel expenses, drinks, and the like. The failure to
comply with any request made pursuant to this section and/or the submission of a summary that contains
material misrepresentations constitutes grounds for debarment and the refusal to allow Contractor to
patticipate in any future contracts with the City. :

AUDIT OF RECORDS: Contractor shall retain, and shall contractually require each and every
subcontractor that performs any Work under this Contact to retain all books, accounts, reports, files and
any and all other records relating to the contract (hereinafter referred to as “Contract Documents”) for six
(6) years after completion of the Contract. City, upon written request and at reasonable times, shall have
the right to review, inspect, audit and copy all Contract Documents of the Contractor and any
subcontractors. Contractor shall produce the original Contract Documents at City Hall, currently located
at 190 N, Litchfield Road, Goodyear, Arizona, or at such other City facility within the City as designated
by the City in writing. If approved by City Attorney in writing, photographs, microphotographs, or other
authentic reproductions may be maintained instead of original Contract Documents.

AUDIT/BILLING AND EXPENSES: The City reserves the right to request supporting documentation for
all hourly amounts, cost of goods and reimbursable expenses charged to the City. Such records will be
subject to audit at any time during the term of this Contract and for a period not to exceed two (2) years
after any amount is billed. Within thirty (30) days of receiving a request, the Contractor will furnish to the
City original invoices to support all charges and complete payroll records to support such hourly labor
charges. The City reserves the right to audit any other supporting evidence necessary to substantiate charges
related to this Contract, both direct and indirect costs, including overhead allocations if they apply to hourly
costs associated with this Contract. If requested by the City, the Contractor will provide supporting records
electronically in addition to a hard copy.

If the audit reveals overcharge, the Contractor will reimburse the City upon demand for the amount of such
overcharges plus interest thereon from the date paid by the City through the date of reimbursement. If the

overcharges exceed 5% of Contractor’s compensation, then Contractor shall also reimburse the City for the
cost of the audit.

The Contractor shall include a similar provision in all of its agreements with subcontractor providing goods
and/or services under this Contract to ensure the City, its authorized representative, and/or the appropriate

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 16 of 33

Als, City of Goodyear 190 N, Litchfield Road

P.O. Box 5100
ers Goodyear, AZ. 85338
Gecdyear Standard Terms and Conditions Phone: 623-882-7893

Office of Procurement

77

7.8

79

7.10

7.11

7.12

TAZ

7A4

TAS

716

federal agency, has access to the subcontractor records to verify the accuracy of any similar amounts
charged to the City.

ADVERTISING: Contractor and all subcontractors shall] not advertise or publish new releases concerning
this Contract, goods or services provided to the City without prior written consent of the City Attomey.

CITY MARKS: The Contractor and all subcontractors shall not use any trade name, trademark, service
mark, or logo of the City (or any name, mark or logo confusingly similar thereto) in any advertising,
promotions, or otherwise, without the City’s express prior written consent.

LICENSES AND PERMITS: Contractor and all subcontractors shall keep current federal, state, and local

licenses and permits required for the operation of the business conducted by the Contractor as applicable to
this contract.

E-VERIFY: Contractor and al! subcontractors warrant compliance with the e-verify statute, A.R.S. § 23-
214(A). A breach of this warranty shall be deemed a material breach of this contract, and shall subject this
contract to penalties up to and including termination of the contract. The City retains the right to inspect
the papers and records of any of Contractor's employees or any subcontractor employees working on the
contract to ensure compliance with this requirement. For this section, Contractor shall have the meaning of

Contractor as found in A.R.S. § 41-4401, and subcontractor has the same meaning as found in A.R.S. § 41-
4401.

NON-DISCRIMINATION: Contractor and all subcontractors will not discriminate against any person on
the basis of race, color, religion, age, gender, or national origin in the performance of this Contract, and
shall comply with the terms and intent of Title VI of the Civil Rights Act of 1964, P.L. 88-354.

COMPLIANCE: The Contractor and all subcontractors understand and agree to comply with the
Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free
Workplace Act of 1989 as amended. The Contractor agrees to comply with these laws and Arizona
Executive Order 2009-09 in performing this Contract and to permit the City to verify such compliance,

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 shall
continue to perform the obligations required of the Contractor during the continuation of any such dispute
unless enjoined or prohibited by the City or an Arizona Court of competent jurisdiction.

COOPERATIVE STATEMENT: This contract shall be for the use of the City of Goodyear. In addition,
eligible political subdivisions and nonprofit educational or public health institutions may also participate at

their discretion. Any eligible agency may elect to participate (piggyback) on this contract if the Contractor
agrees to do so.

CAPTIONS: The captions used herein are for convenience only and are not a part of this Contract and do
not in any way limit or amplify the terms and provisions hereof.

BANKRUPTCY: This Agreement, at the option of the City, shall be terminable in the case of bankruptcy,
voluntary or involuntary, or insolvency of the Contractor.

Solicitation No: IFB 20-5492 www.goodyearaz.gov ] Page 17 of 33

Al, City of Goodyear 190 N. Litchfield Road

P.O. Box 5100
ers Goodyear, AZ 85338
Gaur Standard Terms and Conditions Phone: 623-882-7893

Office of Procurement

dyear

TAT

7A8

CONTINUATION OF SERVICES — ISRAEL: Contractor certifies that it is not currently engaged in, and

agrees for the duration of this Contract that it will not engage in a boycott of Israel, as that term is defines
in A.R.S. § 35-393.

RIGHT OF OFFSET. The City shall be entitled to offset against any sums due the Contractor, any expenses
or costs incurred by the City, or damages assessed by the City concerning the Contractor’s non-conforming
performance or failure to perform the Contract, including expenses, costs and damages described in the
Standard Terms and Conditions,

SECTION 8. CONTRACT CHANGES

8.1

8.2

8.3

8.4

8.5

8.6

8.7

MODIFICATION: No supplement, modification, or amendment of any term of this Contract will be
deemed binding or effective unless in writing and signed by the Parties with authority to do so. This section
does not prohibit the City from unilaterally extending the contract term.

SUCCESSORS AND ASSIGNS: This Contract is binding on the parties’ respective partners, successors,
assigns, and legal representatives. Contractor will not assign, sublet, or transfer its right or interest in this
Contract nor monies due, in whole or in part, or delegation any duty of Contractor without the prior written
consent of the City. Any assignment or delegation made in violation of this section shall be void. In no
event does this Contract create any contractual relationship between the City and any third party.

THIRD PARTY BENEFICIARY: Nothing under this Contract shall be construed to give any rights or
benefits in the Contract to anyone other than the City and the Contractor, and all duties and responsibilities
undertaken pursuant to this Contract will be for the sole and exclusive benefit of City and the Contractor,
and not for the benefit of any other Party.

AUTHORIZED CHANGES: The City reserves the right at any time to make changes in any one or more
of the following: (i) specifications; (ii) methods of shipment or packing; (iii) place of delivery; (iv) time of
delivery; and/or (v) quantities. If the change causes an increase or decrease in the cost of or the time
required for performance, an equitable adjustment may be made in the price or deliver schedule, or both.
Any claim for adjustment shall be deemed waived unless asserted in writing within thirty (30) days from
the receipt of the change. Prior increases or extensions of delivery time shal] not be binding on the City
unless evidenced in writing and approved by the City.

SUBCONTRACTS: No subcontract shall be entered into by the Contractor with any other party to furnish
any of the goods, Service or Work specified herein without the advance written approval of the City.

CONTINGENT FEES: Contractor warrants that no person has been employed or retained to solicit or
secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or
contingent fee, and that no member of the City Council, or any employee of the City of Goodyear has any
interest, financially, or otherwise, in the Contractor’s business/firm. For breach or violation of this
warranty, the City of Goodyear shall have the right to annul this Contract without liability, or at its discretion
to deduct from the Contract price or consideration, the full amount of such commission, percentage,
brokerage, or contingent fee.

LIENS: Contractor shall hold the City harmless from claimants supplying labor or materials to the
contractor or subcontractors in the performance of the work required under this Contract.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 18 of 33

AlZ, City of Goodyear 190N. Litchfield Road

P.O. Box 5100
eters Goodyear, AZ 85338
ciny ition Phone: 623-882-7893
GsSuvear Standard Terms and Conditions

Office of Procurement

SECTION 9. WARRANTY

9.1

9.2

9.3

9.4

9.5

9.6

GUARANTEE: Unless otherwise specified, all items shall be guaranteed for a minimum period of one (1)
year from the date of acceptance by the City against defects in material and workmanship. At any time
during that period, if a defect should occur in any item that item shall be replaced or repaired by the

Contractor at no obligation to the City except where it is shown that the defect was caused solely by misuse
of the City.

QUALITY: Contractor expressly warrants that all goods and services furnished under this Contract shall
conform to the specifications, appropriate standards, and will be new and free from defects in material or
workmanship. Contractor warrants that all such goods or services will conform to any statements made on
the containers or labels or advertisements for such goods or services, and that any goods wili be adequately
contained, packaged, marked and labeled. Contractor warrants that all goods and services furnished
hereunder will be merchantable, and will be safe and appropriate for the purpose which goods or services
of that kind are normally used. If Contractor knows or has reason to now the particular purpose for which
City intends to use the goods or services, Contractor warrants that goods and services furnished will
conform in all respect to samples. Inspection, test, acceptance of use of the goods or services furnished
hereunder shall not affect the Contractors obligation under this warranty, and such warranties shal! survive
inspection, test, acceptance and use. Contractor’s warranty shall run to City, its successors and assigns.

RESPONSIBILITY FOR CORRECTION: Any defects of design, workmanship, or materials that would
result in non-compliance with the contract specification shall be fully corrected by the Contractor (including
parts, labor, shipping or freight) without cost to the City. This includes any necessary labor to remove,
repair, install, or to ship or transport any item to a point of repair and return. It is agreed that the Contractor
shall be fully responsible for making any correction, replacement, or modification necessary for
specification or legal compliance. Contractor agrees that if the product or service offered does not comply
with the foregoing, the City has the right to cancel the purchase at any time with full refund within 30
calendar days after notice of non-compliance and Contractor further agrees to be fully responsible for any
consequential damages suffered by the City.

INVESTIGATION OF CONDITIONS: The Contractor warrants and agrees familiarity of the work that
is required, is satisfied as to the conditions under which it is to perform and enters into this Contract based
upon the Contractors own investigation.

WORKMANSHIP: Where not more specifically described in any of the various sections of the
specifications, workmanship shall conform to all of the methods and operations of best standards and
accepted practices of the trade or trades involved and shall include all items of fabrication, construction or
installation regularly furnished or required for completion of the services or goods. All goods and services
shall be provided and executed by personnel skilled in their respective lines of work. Contractor warrants
that all goods and services delivered under this contract shall conform to the specifications of this contract
Additional warranty requirements may be set forth in the Solicitation.

RIGHT TO INSPECT PLANT: The City may, at reasonable times, inspect the part of the plant or place of

business of a Contractor or subcontractor which is related to the performance of any contract as awarded or
to be awarded.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 19 of 33

. Office of Procurement
ANA s City of Goodyear 190N. Litchfield Road

P.O. Box 5100
eters Goodyear, AZ 85338
civ oP Standard Terms and Conditions Phone: 623-882-7893

Goodyear

9.7

9.8

9.9

PREPARATION OF SPECIFICATIONS BY PERSONS OTHER THAN CITY PERSONNEL: All
specifications shall seek to promote overall economy for the purposes intended and encourage competition
and not be unduly restrictive in satisfying the City’s needs. No person preparing specifications shall receive

any direct or indirect benefit from the utilization of specifications, other than fees paid for the preparation
of specifications.

SURVIVAL: Sections 6, 7, 8, 9, 10 and 11 will survive the completion, termination and/or abandonment
of this Contract.

COMPLIANCE WITH APPLICABLE LAW: Contractor shall comply with all applicable federal, state

and local laws, codes and regulations; including all applicable building regulations, license and permits
requirements.

SECTION 10. CITY CONTRACTUAL RIGHTS

10.1

10.2

10.3

10.4

10.5

10.6

10.7

RIGHT OF ASSURANCE: Whenever the City in good faith has a reason to question the Contractor’s
intent or ability to perform, the City may demand that the Contractor give written assurance of the intent
and ability to perform. In the event that a demand is made and no written assurance is given within five (5)
work days, the City may treat this failure as an anticipatory repudiation of this contract.

NON-EXCLUSIVE REMEDIES: The rights and remedies of the City under this Contract are non-
exclusive.

DEFAULT IN ONE INSTALLMENT TO CONSTITUTE BREACH: Each installment or lot of this
Contract is dependent on every other installment or lot and a delivery of non-conforming goods or services

or a default of any nature under one installment or lot will impair the value of the whole Contract and
constitutes a breach of the Contract as a whole.

TIME JS OF THE ESSENCE: Time of each of the terms, covenants, and conditions of this Contract is
hereby expressly made of the essence. The City is providing services which involve health, safety and

welfare of the general public, delivery time is of the essence. Delivery must be made in accordance with
the delivery schedule promised by the Contractor.

NON-EXCLUSIVE CONTRACT: The City reserves the right to purchase goods or services from another
source only when necessary and determined appropriate by the City’s Procurement Manager.

STRICT PERFORMANCE: Failure of either Party to insist upon the strict performance of any item or
condition of the Contract or to exercise or delay the exercise of any right or remedy provided in the Contract,
or by law, or the acceptance of materials or services, obligations imposed by this Contract or by law shall
not be deemed a waiver of any right of either Party to insist upon the strict performance of the Contract.

CONFLICT OF INTEREST: This Contract is subject to the provisions of A.R.S. § 38-511 and may be
canceled by the City, without penalty or further obligation, if any person significantly involved in initiating,
negotiating, securing, drafting, or creating the Contract on behalf of the City is, or becomes, an employee,
consultant, or agent of Contractor in any capacity with respect to the subject matter of the Contract while
the Contract or any extension or amendment thereof, is in effect.

Solicitation No: IFB 20-5492 www.goodyearaz.gov Page 20 of 33