Shimadzu Agreement

City of Glendale — Regular Meeting (2021-08-24)

Extracted text (via pymupdf) 74344 characters

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C
AGREEMENT FOR
INDUCTIVELY COUPLED PLASMA MASS SPECTROMETER
City of Glendale Solicitation No. RFP 21-49
This Agreement for Inductively Coupled Plasma Mass Spectrometer ("Agreement") is effective and entered into
between CITY OF GLENDALE, an Arizona municipal corporation ("City"), and Shimadzu Scientific Instruments,
Inc., a Maryland corporation, authorized to do business in Arizona, (the "Contractor"), as of the _____ day of
____________, 2021.
RECITALS
A.
City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, pursuant to Solicitation No. RFP 21-49 (the "Project");
B.
City desires to retain the services of Contractor to perform those specific duties and produce the specific
work as set forth in the Project attached hereto;
C.
City and Contractor desire to memorialize their agreement with this document.
AGREEMENT
In consideration of the Recitals, which are confirmed as true and correct and incorporated by this reference, the
mutual promises and covenants contained in this Agreement, and other good and valuable consideration, City and
Contractor agree as follows:
1.
Key Personnel; Sub-contractors.
1.1
Services. Contractor will provide all services necessary to assure the Project is completed timely
and efficiently consistent with Project requirements, including, but not limited to, working in close
interaction and interfacing with City and its designated employees, and working closely with others,
including other contractors or consultants, retained by City.
1.2
Project Team.
a.
Project Manager.
(1)
Contractor will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's option, complete the Project and
handle all aspects of the Project such that the work produced by Contractor is
consistent with applicable standards as detailed in this Agreement;
(2)
The City must approve the designated Project Manager; and
(3)
To assure the Project schedule is met, Project Manager may be required to devote
no less than a specific amount of time as set out in Exhibit A.
b.
Project Team.
(1)
The Project Manager and all other employees assigned to the project by
Contractor will comprise the "Project Team."
(2)
Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Contractor.
c.
Discharge, Reassign, Replacement.
(1)
Contractor acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in the response to the Project's
solicitation.

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(2)
Contractor will not discharge, reassign or replace or diminish the responsibilities
of any of the employees assigned to the Project who have been approved by City
without City's prior written consent unless that person leaves the employment of
Contractor, in which event the substitute must first be approved in writing by City.
(3)
Contractor will change any of the members of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties or if the acts or omissions of that person are detrimental to the
development of the Project.
d.
Sub-contractors.
(1)
Contractor may engage specific technical contractor (each a "Sub-contractor") to
furnish certain service functions.
(2)
Contractor will remain fully responsible for Sub-contractor's services.
(3)
Sub-contractors must be approved by the City, unless the Sub-contractor was
previously mentioned in the response to the solicitation.
(4)
Contractor shall certify by letter that contracts with Sub-contractors have been
executed incorporating requirements and standards as set forth in this Agreement.
2.
Schedule. The services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.
3.
Contractor’s Work.
3.1
Standard. Contractor must perform services in accordance with the standards of due diligence,
care, and quality prevailing among contractors having substantial experience with the successful
furnishing of services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.
3.2
Licensing. Contractor warrants that:
a.
Contractor and Sub-contractors will hold all appropriate and required licenses, registrations
and other approvals necessary for the lawful furnishing of services ("Approvals"); and
b.
Neither Contractor nor any Sub-contractor has been debarred or otherwise legally
excluded from contracting with any federal, state, or local governmental entity
("Debarment").
(1)
City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments or to examine Contractor's contracting ability.
(2)
Contractor must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration and the failure of the Contractor to notify City as
required will constitute a material default under the Agreement.
3.3
Compliance. Services will be furnished in compliance with applicable federal, state, county and
local statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.
Contractor must not discriminate against any employee or applicant for employment on the basis
of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic characteristics, familial status, U.S. military veteran status or any disability.
Contractor will require any Sub-contractor to be bound to the same requirements as stated within
this section. Contractor, and on behalf of any subcontractors, warrants compliance with this
section.

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3.4
Coordination; Interaction.
a.
For projects that the City believes requires the coordination of various professional
services, Contractor will work in close consultation with City to proactively interact with
any other professionals retained by City on the Project ("Coordinating Project
Professionals").
b.
Subject to any limitations expressly stated in the Project Budget, Contractor will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.
c.
For projects not involving Coordinating Project Professionals, Contractor will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
3.5
Work Product.
a.
Ownership. Upon receipt of payment for services furnished, Contractor grants to City,
and will cause its Sub-contractors to grant to the City, the exclusive ownership of and all
copyrights, if any, to evaluations, reports, drawings, specifications, project manuals,
surveys, estimates, reviews, minutes, all "architectural work" as defined in the United States
Copyright Act, 17 U.S.C § 101, et seq., and other intellectual work product as may be
applicable ("Work Product").
(1)
This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2)
Contractor warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
b.
Delivery. Contractor will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
c.
City Use.
(1)
City may reuse the Work Product at its sole discretion.
(2)
In the event the Work Product is used for another project without further
consultations with Contractor, the City agrees to indemnify and hold Contractor
harmless from any claim arising out of the Work Product.
(3)
In such case, City shall also remove any seal and title block from the Work
Product.
4.
Compensation for the Project.
4.1
Compensation. Contractor's compensation for the Project, including those furnished by its Sub-
contractors will not exceed $160,000, as specifically detailed in Exhibit B (the "Compensation").
4.2
Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated scope of services as outlined in the Project is significantly modified.
a.
Adjustments to the Compensation require a written amendment to this Agreement and
may require City Council approval.
b.
Additional services which are outside the scope of the Project contained in this Agreement
may not be performed by the Contractor without prior written authorization from the City.
c.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in

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the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.
5.
Billings and Payment.
5.1
Applications.
a.
Contractor will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.
b.
The period covered by each Payment Application will be one calendar month ending on
the last day of the month or as specified in the solicitation.
5.2
Payment.
a.
After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b.
Payment may be subject to or conditioned upon City's receipt of:
(1)
Completed work generated by Contractor and its Sub-contractors; and
(2)
Unconditional waivers and releases on final payment from Sub-contractors as City
may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.
5.3
Review and Withholding. City's Project Manager will timely review and certify Payment
Applications.
a.
If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.
b.
City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.
6.
Termination.
6.1
For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the Effective Termination date, which may not be
less than 30 days following the date of delivery.
a.
Contractor will be equitably compensated for Goods or Services furnished prior to receipt
of the termination notice and for reasonable costs incurred.
b.
Contractor will also be similarly compensated for any approved effort expended and
approved costs incurred that are directly associated with project closeout and delivery of
the required items to the City.
6.2
For Cause. City may terminate this Agreement for cause if Contractor fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.
a.
Contractor will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Contractor for Service and Repair furnished, City
will pay the amount due to Contractor, less City's damages, in accordance with the
provision of § 5.
b.
If City's direct damages exceed amounts otherwise due to Contractor, Contractor must pay
the difference to City immediately upon demand; however, Contractor will not be subject
to consequential damages of more than $1,000,000 or the amount of this Agreement,
whichever is greater.

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7.
Conflict. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.
8.
Insurance.
8.1
Requirements. Contractor must obtain and maintain the following insurance ("Required
Insurance"):
a.
Contractor and Sub-contractors. Contractor, and each Sub-contractor performing work or
providing materials related to this Agreement must procure and maintain the insurance
coverages described below (collectively referred to herein as the "Contractor's Policies"),
until each Party's obligations under this Agreement are completed.
b.
General Liability.
(1)
Contractor must at all times relevant hereto carry a commercial general liability
policy with a combined single limit of at least $1,000,000 per occurrence and
$1,000,000 annual aggregate for each property damage and contractual property
damage.
(2)
Sub-contactors must at all times relevant hereto carry a general commercial liability
policy with a combined single limit of at least $1,000,000 per occurrence.
(3)
This commercial general liability insurance must include independent contractors'
liability, contractual liability, broad form property coverage, XCU hazards if
requested by the City, and a separation of insurance provision.
(4)
These limits may be met through a combination of primary and excess liability
coverage.
c.
Auto. A business auto policy providing a liability limit of at least $1,000,000 per accident
for Contractor and $1,000,000 per accident for Sub-contractors and covering owned, non-
owned and hired automobiles.
d.
Workers' Compensation and Employer's Liability. A workers' compensation and
employer's liability policy providing at least the minimum benefits required by Arizona law.
e.
Notice of Changes. Contractor's Policies must provide for not less than 30 days' advance
written notice to City Representative of:
(1)
Cancellation or termination of Contractor or Sub-contractor's Policies;
(2)
Reduction of the coverage limits of any of Contractor or and Sub-contractor's
Policies; and
(3)
Any other material modification of Contractor or Sub-contractor's Policies related
to this Agreement.
f.
Certificates of Insurance.
(1)
Within 10 business days after the execution of the Agreement, Contractor must
deliver to City Representative certificates of insurance for each of Contractor and
Sub-contractor's Policies, which will confirm the existence or issuance of
Contractor and Sub-contractor's Policies in accordance with the provisions of this
section, and copies of the endorsements of Contractor and Sub-contractor's
Policies in accordance with the provisions of this section.
(2)
City is and will be under no obligation either to ascertain or confirm the existence
or issuance of Contractor and Sub-contractor's Policies, or to examine Contractor
and Sub-contractor’s Policies, or to inform Contractor or Sub-contractor in the
event that any coverage does not comply with the requirements of this section.

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(3)
Contractor's failure to secure and maintain Contractor Policies and to assure Sub-
contractor policies as required will constitute a material default under the
Agreement.
g.
Other Contractors or Vendors.
(1)
Other contractors or vendors that may be contracted with in connection with the
Project must procure and maintain insurance coverage as is appropriate to their
particular contract.
(2)
This insurance coverage must comply with the requirements set forth above for
Contractor's Policies (e.g., the requirements pertaining to endorsements to name
the parties as additional insured parties and certificates of insurance).
h.
Policies. Except with respect to workers' compensation and employer's liability coverages,
City must be named and properly endorsed as additional insureds on all liability policies
required by this section.
(1)
The coverage extended to additional insureds must be primary and must not
contribute with any insurance or self insurance policies or programs maintained by
the additional insureds.
(2)
All insurance policies obtained pursuant to this section must be with companies
legally authorized to do business in the State of Arizona and reasonably acceptable
to all parties.
8.2
Sub-contractors.
a.
Contractor must also cause its Sub-contractors to obtain and maintain the Required
Insurance.
b.
City may consider waiving these insurance requirements for a specific Sub-contractor if
City is satisfied the amounts required are not commercially available to the Sub-contractor
and the insurance the Sub-contractor does have is appropriate for the Sub-contractor's
work under this Agreement.
c.
Contractor and Sub-contractors must provide to the City proof of the Required Insurance
whenever requested.
8.3
Indemnification.
a.
To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties"), for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including reasonable
attorneys' fees and litigation expenses (each, a "Demand or Expense"; collectively,
"Demands or Expenses") asserted by a third-party (i.e. a person or entity other than City or
Contractor) and that arises out of or results from the breach of this Agreement by the
Contractor or the Contractor’s negligent actions, errors or omissions (including any Sub-
contractor or other person or firm employed by Contractor), whether sustained before or
after completion of the Project.
b.
This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Contractor shall be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Contractor or of any
person or entity for whom Contractor is responsible.

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c.
Contractor is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
9.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor warrant
their compliance and that of its subcontractors with all federal immigration laws and regulations that relate
to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The
Contractor or subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
party is complying with the above-mentioned warranty. The Contractor and subcontractor warrant to keep
their respective papers and records open for random inspection during normal business hours by the other
party. The parties shall cooperate with the City’s random inspections, including granting the inspecting party
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.
10.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
11.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.
12.
Notices.
12.1
A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:
a.
The Notice is in writing; and
b.
Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested); and
c.
Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:
(1)
Received on a business day, or before 5:00 p.m., at the address for Notices
identified for the Party in this Agreement by U.S. Mail, hand delivery, or overnight
courier service on or before 5:00 p.m.; or
(2)
As of the next business day after receipt, if received after 5:00 p.m.
d.
The burden of proof of the place and time of delivery is upon the Party giving the Notice;
and
e.
Digitalized signatures and copies of signatures will have the same effect as original
signatures.
12.2
Representatives.
a.
Contractor. Contractor's representative (the "Contractor's Representative") authorized to
act on Contractor's behalf with respect to the Project, and his or her address for Notice
delivery is:
Shimadzu Scientific Instruments, Inc.
c/o Wade McGregor
7102 Riverwood Drive
Columbia, MD 21046
b.
City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

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City of Glendale
c/o Anthony Weathersby
5850 W Glendale Ave
Glendale, Arizona 85301
623-930-2864

With required copy to:

City Manager

City Attorney
City of Glendale

City of Glendale
5850 West Glendale Avenue

5850 West Glendale Avenue
Glendale, Arizona 85301
Glendale, Arizona 85301
c.
Concurrent Notices.
(1)
All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2)
A notice will not be deemed to have been received by City's representative until
the time that it has also been received by City Manager and City Attorney.
(3)
City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Contractor identifying the designee(s) and their
respective addresses for notices.
d.
Changes. Contractor or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.
13.
Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.
14.
Entire Agreement; Survival; Counterparts; Signatures.
14.1
Integration. This Agreement contains, except as stated below, the entire agreement between City
and Contractor and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.
a.
Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b.
Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
c.
The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be
resolved by the terms and conditions stated in this Agreement.
14.2
Interpretation.
a.
The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.
b.
The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
c.
The Agreement will be interpreted in accordance with the laws of the State of Arizona.

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14.3
Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.
14.4
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Any amendment may be subject to City Council approval. Electronic signature blocks
do not constitute execution.
14.5
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.
14.6
Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be deemed reformed to conform to applicable law.
14.7
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
15.
Term.

15.1
Renewals. The term of this Agreement commences upon the effective date and continues for a one

(1)-year initial period. The City may, at its option and with the approval of the Contractor, extend

the term of this Agreement an additional four (4) years, renewable on an annual basis. Contractor

will be notified in writing by the City of its intent to extend the Agreement period at least thirty

(30) calendar days prior to the expiration of the original or any renewal Agreement period. Price

adjustments will only be reviewed during the Agreement renewal period and any such price

adjustment will be a determining factor for any renewal. There are no automatic renewals of this

Agreement.

15.2
Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including

the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a

month-to-month basis for a maximum of six (6) months to allow for the City to complete its

procurement process to select a vendor to provide the services/materials similar to those provided

under this Agreement. The City will notify the Contractor in writing of its intent to extend the

Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension

provided under this subsection will continue under the same terms and conditions as in effect

immediately prior to the expiration of the then-current term.
16.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
17.
Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the
ordinances, charter, rules and regulations of the respective entity and the approval of the Contractor and
City. For a list of SAVE members, click on the following link:
http://www.mesaaz.gov/business/purchasing/save
18.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A
Project
Exhibit B
Compensation

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The parties enter into this Agreement as of the Effective Date shown above.
City of Glendale,
an Arizona municipal corporation
_____________________________________
By: Kevin R. Phelps
Its: City Manager
ATTEST:

Julie K. Bower
City Clerk

(SEAL)
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney
Shimadzu Scientific Instruments, Inc.,
a Maryland corporation
_________________________________________
By:
Its:
Local Sales Representative
Wade McGregor, PhD

EXHIBIT A
INDUCTIVELY COUPLED PLASMA MASS SPETROMETER
PROJECT
The Contractor will provide a Inductively Coupled Plasma Mass Spectrometer along installation and training as
described in the Scope of Work for RFP 21-49.

City of Glendale
Solicitation Number: RFP 21-49 /42100054
INDUCTIVELY COUPLED PLASMA MASS
SPECTROMETER
EXHIBITS PACKAGE
CITY OF GLENDALE
Procurement Division
5850 West Glendale Ave,
Suite 317
Glendale, Arizona 85301

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EXHIBIT 1: SPECIAL NOTICES
By signing on the Offer/Bid page, solicitation Amendment(s), or cover letter accompanying the
submittal documents, Offerors are certifying that they understand the following notices and
agree to comply with all required terms and conditions.
1. RETURN OF OFFER The Offeror shall submit the Response Workbook electronically in
Vendor Self Service (VSS)
Offeror is required to register in VSS prior to submitting a proposal if they have not already
registered. https://glendaleazvendors.munisselfservice.com/Vendors/default.aspx
Guide to Register as a new vendor:
https://www.glendaleaz.com/your_government/city_finances/procurement/vendor_self_service___v_s_s_
(This is a PDF document “Vendor Registration Instructions” at the bottom of page.)
The Offeror shall complete all sections of the solicitation in the format given and in the
spaces provided. Proposals that do not conform to the above format may be rejected.
a. The Offeror shall bear all costs associated with submitting the proposal, including
proposal preparation, site visitation or any travel connected with submission of the
proposal. The City shall have no liability whatsoever for such costs.
2. PRE-OFFER CONFERENCE & SITE VISITS
A Pre-Offer meeting will not be held for this solicitation.
Site visits will not be available at this time. Pictures of the lab area can be provided upon
request.
3. NO CONTACT, NO INFLUENCE DURING THE RFP PROCESS

The City is conducting a competitive RFP process for the contract, free from improper
influence or lobbying. There shall be no contact concerning this RFP from Offerors submitting
a Proposal with any member of the City Council, RFP Evaluation Committee Members, or
anyone connected with the process for or on behalf of the City. Contact includes direct or
indirect contact by the Offeror, its employees, attorneys, lobbyists, surrogates, etc. in an
attempt to influence the RFP process.
From the time the RFP is issued until the expiration of the protest period or the resolution of
any protest, whichever is later (the “Silent Period”), Offerors, directly or indirectly through
others, are restricted from attempting to influence in any manner the decision making process
through, including but not limited to, the use of paid media; contacting or lobbying the City
Council or City Manager or any other City employee (other than Procurement employees); the
use of any media for the purpose of influencing the outcome; or in any other way that could
be construed to influence any part of the decision-making process about this RFP. This
provision shall not prohibit an Offeror from petitioning an elected official or engaging in any
other protected first amendment activity after the protest period has run or any protest has
been resolved, whichever is later.

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Violation of this provision will cause the proposal or offer of the Offeror to be found in violation
and to be rejected.
4. CONFLICT OF INTEREST Contractor shall disclose the following: 1) the name(s) and
position(s) of each Contractor’s employee or subcontractor that participated in the
preparation of the submittal or who will be involved, directly or indirectly, with performing the
contract, if awarded; 2) the name(s) of any City of Glendale employee who is a relative of
persons identified pursuant to No. 1; 3) the name(s) and position(s) of Contractor’s personnel
that have a financial or proprietary interest in the contract; 4) the name(s) of any City of
Glendale employee who is a relative of persons identified pursuant to No. 3.

Providing such disclosure will not necessarily disqualify a Contractor. Failure to disclose the
requested information or any potential conflict of interest pursuant to A.R.S. § 38-511 et seq.
may result in rejection of the proposal or bid or any contract being void or terminated.

For purposes of this provision, the following definitions apply:

“Employee” means all persons who are employed on a full-time, part-time or contract basis
by the City of Glendale.

“Relative” means the spouse, child, child’s child, parent, grandparent, brother or sister of the
whole or half blood and their spouses and the parent, brother, sister or child of a spouse.
5. INQUIRIES Any question related to the Request for Proposal shall be directed to the Contract
Analyst whose name appears above. An Offeror shall not contact or ask questions of the
department for whom the requirement is being procured. The Contract Officer may require
any and all questions be submitted in writing. Offerors are encouraged to submit written
questions via electronic mail or facsimile, no later than FIVE days prior to the proposal due
date. Any correspondence related to a solicitation should refer to the appropriate Request for
Proposal number, page and paragraph number. An envelope containing questions should be
identified as such; otherwise it may not be opened until after the official proposal due date
and time. Oral interpretations or clarifications will be without legal effect. Only questions
answered by a formal written amendment to the Request for Proposal will be binding.

6. SPECIAL TERMS AND CONDITIONS Additional terms and conditions specific to the provision
of the services referenced will be negotiated with the successful bidder for inclusion in the
contract.
7. PUBLIC RECORD REQUIREMENTS Offeror acknowledges that the City is a public agency and
must comply with all Public Records laws and proposals submitted become the property of
the City and are subject to public disclosure requirements in accordance with Arizona Public
Records Law. Any portion of the proposal that the offeror deems confidential or proprietary
must be clearly labeled as such. Labeling material does not automatically preclude the
material from public disclosure, as the City is required to make an appropriate determination
as to the confidentiality of the material in accordance with Arizona Public Records Law. It is
the offeror’s sole responsibility and cost to take action, including legal actions, to protect such
material. Price is not confidential and will not be withheld

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8. PERMITS AND LICENSES It is the offeror’s sole responsibility to determine and secure any
and all licenses and permits the contractor needs to operate the facility, from any regulatory
body having jurisdiction related to the services being provided. Such costs are the exclusive
responsibility of the operator, operator must also ensure appropriate licensing of any sub-
contractors, operator shall notify the City in writing within two (2) working days of any
suspension, revocation or renewal.
9. NO COLLUSION OR ANTI-COMPETITIVE PRACTICES The submission of the offer did not
involve collusion, and without any agreement, understanding or planned common course of
action with, any other vendor of materials, supplies, equipment or services described in the
invitation to bid, designed to limit independent bidding or competition or other anti-
competitive practices.
10. NON-DISCRIMINATION Contractor agrees not to discriminate against any employee or
applicant for employment on the basis of race, color, religion, sex, national origin, age, marital
status, sexual orientation, gender identity or expression, genetic characteristics, familial
status, U.S. military veteran status or any disability. Contractor will require any Sub-contractor
to by bound to the same requirements as stated within this section. Contractor, and on behalf
of any subcontractors, warrants compliance with this section.
11. NO CONSIDERATIONS The Contractor has not given, offered to give, nor intends to give at
any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special
discount, trip, favor, meal or service to a public servant in connection with the submitted offer.
12. AUTHORIZED AGENT The individual signing the submittal is an authorized agent and has the
authority to bind the Offeror to the proposal and subsequent contract if awarded.
13. KEY PERSONNEL If awarded, Offeror shall assign a specific individual as the key point of
contact for the management of the contract, subject to specific notification requirements to
be included in the final contract.
14. SITE INSPECTION It is the responsibility of the Offeror to become familiar with any conditions
which may affect the performance and cost of providing the service and this submission will
serve as evidence that the Offeror did, in fact, make a site inspection and is aware of all
conditions.
15. OFFICIAL TIME CLOCK The official time clock used to verify the date and time an offer is
received is located at the City of Glendale, Procurement office. An offer is considered to be in
the actual possession of Procurement upon being stamped by the official time clock, before
the official due date and time.

16. DEFINITIONS For purposes of this Request for Proposal and Resultant contract, the following
definitions apply:
a. “City” means the municipal corporation of the City of Glendale, Arizona
b. “Contract” means the agreement for the procurement of goods, services and work.
c. “Contractor” means an Offeror responding to a Request for Proposal who has been
awarded a Contract with the City.

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d. “Offer” means a written offer to furnish goods, services, work, materials and/or
construction to the City, in conformity with the standards, specifications, delivery terms
and conditions, and all other requirements established in a competitive solicitation.
e. “Offeror” means the business, entity or person who submits an Offer in response to a
competitive solicitation.
f. “Public Record” means proposals and all other documents submitted in response to this
solicitation shall become the property of the City and shall be a matter of public record
available for review following the Contract award.
g. “Purchase Order” means a document issued by the City Procurement Office directing the
Contractor to deliver goods, services, work, materials and/or construction.
h. “Request for Proposal” means a competitive solicitation issued by the City for the
procurement of goods, services, work, materials and/or construction.

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EXHIBIT 2: SPECIAL TERMS AND CONDITIONS
By signing on the Offer/Bid page, solicitation Amendment(s), or cover letter accompanying the
submittal documents, Offerors are certifying that they understand the following notices and
agree to comply with all required terms and conditions. The following terms are found on the
City’s Website and are applicable to Request for Proposal:
https://www.glendaleaz.com/your_government/city_finances/procurement/procurement_polici
es
Standard Terms and Conditions, Request for Proposal – Revised 04-24-2009
1. TYPE OF AWARDS The City reserves the right to make multiple awards or to award by
individual line items, by group of line items, or to make an aggregate award, whichever is
deemed most advantageous to the City. If the City determines that an aggregate award to one
offeror is not in the City's best interest, "all or none" offers shall be rejected.

2. ALTERNATE OFFERS Offers submitted as alternates, or on the basis of exceptions to specific
conditions of purchase and/or required specifications, must be submitted as an attachment
referencing the specific paragraph number(s) and adequately defining the alternate or
exception submitted. Detailed product brochures and/or technical literature, suitable for
evaluation, must be submitted with the offer. If no exceptions are taken, City will expect and
require complete compliance with the specifications and all Conditions of Purchase.

3. EFFECTIVE PERIOD OF OFFER Offers shall be valid for a minimum of 120 days following the
deadline for submitting offers. If an award is not made during that period, all offers shall be
automatically extended for another 120 days. Offers will be automatically renewed until such
time as either an award is made, or proper Notice is given to the Procurement Officer of
Offeror’s intent to withdraw its offer. Offers may only be withdrawn by submitting Notice at
least 15 days before the expiration of the then current 120-day period.

4. PAYMENT TERMS If payment terms are not indicated, terms of NET 30 days shall be applied
by the City. Payment terms to apply after receipt of invoice or final acceptance of the
products/services, whichever is later. Payment terms offering less than 20 days for payment
will not be considered.

5. UNIT PRICE TO PREVAIL In the event of a price disparity between the unit and extended price,
the unit price shall prevail unless judged obviously in error by the City.

6. OFFER ERRORS OMISSIONS AND CORRECTIONS The City will not be responsible for any
offeror errors or omissions. All prices and notations shall be written in ink or typed. Changes
or corrections made on the offer form must be initialed in ink by the individual signing the
offer. No corrections will be permitted after the offers have been opened.

7. BRAND NAME REFERENCES AND TECHNICAL SPECIFICATIONS Brand names or
manufacturer's references shall be construed as a quality or performance level and does not
indicate the item cited is mandatory. Technical specifications define the acceptable standard.

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8. RESTRICTIVE OFFER PROVISIONS If specifications preclude an otherwise qualified offeror
from submitting an offer, a written request for modification must be received by the Buyer at
least seven (7) calendar days prior to the proposal due date. All offerors will be notified by a
written addendum to the solicitation of any approved changes.

9. DEFAULT In case of default by the contractor, the City may, by written notice, cancel this
contract and repurchase from another source and may recover the excess costs by (1)
deduction from an unpaid balance due; (2) collection against the bid and/or performance
bond; or (3) a combination of the aforementioned remedies or other remedies as provided by
law.
10. TERMINATION FOR CONVENIENCE The City reserves the right to terminate any order or
contract upon thirty days written notice. The City will be responsible only for those standard
items which have been delivered and accepted. If the items are unique and not saleable or
useable for any other application, the City will reimburse the Seller for actual labor, material,
and burden costs, plus a profit not to exceed 8%. Title to all materials, work-in-process, and
completed but undelivered goods will pass to the City after costs are claimed and allowed.

11. SUB-CONTRACTING The contract or any portion thereof, shall not be sub-contracted without
the prior written approval of the Materials Manager. No such approval will be construed as
making the City a party of or to such sub-contract, or subjecting the City to liability of any kind
to any sub-contractor. No sub-contract shall, under any circumstances, relieve the contractor
of liability and obligation under this contract; and despite any such subletting the City shall
deal through the contractor. Sub-contractors will be dealt with as workmen and
representatives of the contractor.

12. SAFETY DATA SHEETS (SDS). Contractor is to supply SDS) in accordance with Federal
requirements for The Globally Harmonized System of Classification and Labeling of Chemicals
(GHS). Contractor entering the City workplace with hazardous materials will supply the City
with a Safety Data Sheets (SDS) covering those particular products the contractor may expose
City employees or the general public to while working at the site.

13. GENERAL INDEMNIFICATION: Contractor shall indemnify, defend, save and hold harmless
the City of Glendale and its officers, officials, agents, and employees (hereinafter referred to
as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or
expenses (including court costs, reasonable attorneys’ fees, and costs of claim processing,
investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal
injury (including death), or loss or damage to tangible or intangible property caused, or alleged
to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or
any of its owners, officers, directors, agents, employees or subcontractors. This indemnity
includes any claim or amount arising out of or recovered under the Workers’ Compensation
Law or arising out of the failure of such Contractor to conform to any 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 Contractor will be responsible for primary
loss investigation, defense and judgment costs where this indemnification is applicable. In

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consideration of the award of this contract, the Contractor agrees to waive all rights of
subrogation against the City, its officers, officials, agents, and employees for losses arising
from the work performed by the Contractor for the City.

14. RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS The offeror's products,
services, and facilities shall be in full compliance with all applicable Federal, State, and local
health, environmental, and safety laws, regulations, standards, and ordinances, regardless of
whether or not they are referred to by the City.

15. RESPONSIBILITY FOR CORRECTION It is agreed that the offeror shall be fully responsible for
making any correction, replacement, or modification necessary for specification or legal
compliance. In the event of a call back, Offeror agrees to give the City first priority. Offeror
agrees that if the product or service offered does not comply with the written specification,
the Materials Manager has the right to cancel the sale at any time with full refund within thirty
(30) calendar days after notice of noncompliance and offeror further agrees to be fully
responsible for any consequential damages suffered by the City.
16. WARRANTY Unless otherwise specified, all items shall be guaranteed for a minimum period
of one year against defects in material and workmanship. During the period, if a defect should
occur, that item shall be repaired or replaced by the Seller at no obligation to the City, except
where it be shown that the defect was caused by misuse and not by faulty manufacture. The
offeror expressly warrants all items to be new, free from defects in design, materials, and
workmanship, and to be fit and sufficient for their intended purpose. Any sample submitted
shall create an expressed warranty that the whole of the goods shall conform to the sample
or model.

17. REJECTION OF OFFERS The City reserves the right to reject any or all offers, or any part
thereof; to accept any offer or any part thereof; or to waive any informalities when it is deemed
to be in the City's best interest.

18. DELAY IN EXERCISING CONTRACT REMEDY Failure or delay by the City to exercise any right,
power, or privilege shall not be deemed a waiver thereof.

19. TAX EXEMPTION The City is exempt from paying Federal Excise Taxes and will furnish an
exemption certificate upon request.

20. ORDER OF PRECEDENCE In the event of conflict, the following precedence shall prevail: (1)
Special Terms and Conditions incorporated by attachment; (2) Special Terms and Conditions;
(3) Drawings and Specifications; (4) referenced documents; and (5) the Standard Terms and
Conditions.

21. CHANGES The City reserves the right to make changes in any of the following: (a)
specifications; (b) methods of shipment; (c) place of delivery; (d) time of delivery; (e)
quantities. If any 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 delivery schedule, or
both. Any claim for adjustment shall be deemed waived unless asserted in writing within thirty
days from receipt of the change. Price increases or extensions of delivery time shall not be

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binding on the City unless in writing and approved by the Materials Manager prior to the
institution of the change.

22. PRICE ADJUSTMENTS Price adjustments shall be addressed a minimum of sixty (60) days
prior to the contract renewal date, shall be in writing and include supportive justification for
the proposed increase. Supportive justification means that the request shall include detailed
information and calculations that make it clear how the claimed increase has an impact on
the contract unit prices. The requested price increase must be based upon a cost increase
that was clearly unpredictable at the time of the offer and can be shown to directly affect price
of the item concerned. The rate increase shall only be considered at time of contract
extension. The City will review the request and shall determine if the increase shall be granted
or if an alternate option is in the best interest of the City. The price increase adjustment, if
approved, will be effective and executed via a contract amendment.

23. LATE SUBMISSION OF CLAIM The City will not honor any invoices or claims which are
tendered one year after the last item of the account accrued.

24. PROTEST OF AWARD Any person who has an objection to the awarding of a solicitation by the
City, pursuant to competitive solicitation procedures, shall lodge that protest, in writing, with
the Materials Manager. The protest should specifically identify the objection to the award,
pursuant to the formal purchase procedure. The protest must be submitted no later than
seven (7) calendar days after the notice of intent to award is posted on the City's Materials
Management,
Internet
home
page
at
https://www.glendaleaz.com/your_government/city_finances/procurement/procurement_policies.
Untimely protests will not be considered.

25. REMEDIES City shall have, in addition to the remedies provided herein, all remedies afforded
by the Uniform Commercial Code as adopted by the State of Arizona. Contractor shall have,
subject to the limitation imposed by the terms of this agreement, all remedies afforded by the
Uniform Commercial Code as adopted by the State of Arizona.

26. ASSIGNMENT Neither an order nor monies due thereunder shall be assigned in whole or in
part without the City's prior written consent.

27. ADDENDA Any change to the proposal will be in the form of a numbered addendum issued by
the Procurement Division. The addendum will be furnished to all who received the proposal.
The City will not be responsible for any oral or written instructions made by any employees,
officers, contracted consultant or agent of the City in regard to the proposal. The City will not
be responsible for offerors adjusting their offer based on oral or written instructions.

28. SPECIAL ACCOMMODATIONS Please contact Procurement at 930-2862 at least 3 days prior
to the meeting for special accommodation. Hearing impaired persons, please use the Arizona
Relay Service (1-800-367-8939).

29. OFFER IDENTIFICATION The City is not responsible for the pre-opening of, post-opening of,
or the failure to open, an offer not properly addressed or identified.

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30. OFFER TABULATION An electronic copy of the scoring may be requested by e-mailing the
Procurement office at procurement@glendaleaz.com and referencing the proposal title and
number. The information will be available for distribution when the City has completed its
evaluation process of the offers received.

31. LIABILITY Except for the sole negligence of the City, its officers, managers, employees, or
agents, Contractor shall be liable to the City for any physical damage to City property or for
the death of, or personal injury to, City personnel arising out of Contractor's occupancy,
maintenance, repair, replacement, installation and/or any other work performed pursuant to
the contract. Contractor agrees to indemnify, defend and hold the City harmless from any
claim or loss arising from such damage or injury.

32. OSHA GUIDELINES The contractor shall be familiar with and operate within the guidelines set
forth by the Occupational Safety and Health Act.

33. PATENTS Seller agrees to defend City at seller's own expense, in all suit, actions, or
proceedings in which City is made a defendant for actual or alleged infringement of any United
States of America or foreign letters patent resulting from City’s use of the goods purchased
as a result of this RFP. Seller further agrees to pay and discharge any and all judgments or
decrees, which may be rendered in any such suit, action or proceedings against City. Seller
agrees to indemnify and hold harmless the City from any and all license, royalty and
proprietary fees or costs, including legal costs, which may arise out of City’s purchase and
use of goods supplied by the seller. It is expressly agreed by seller, that these covenants are
irrevocable and perpetual.

34. VENDOR PERFORMANCE Prior offeror performance in regard to product, service, or
representation of/from the offeror may be used in evaluation of this offer. Unsatisfactory
performance to the City may be considered sufficient grounds for rejection of this offer. No
offer will be awarded to any offeror who is in default on any contract with the City.

35. FUND APPROPRIATION CONTINGENCY The contractor and the City recognize that the
continuation of any contract after the close of any given fiscal year of the City; which ends on
June 30, shall be subject to the approval of the budget of the City providing the contract item
is an expenditure therein. The City does not guarantee that the budget item will be actually
adopted, as it is the determination of the City Council at the time of the adoption of the budget.

36. NOTIFICATION OF AWARD The successful offeror(s) will be notified that their offer has been
accepted by the City Council as recommended for award.

37. NON-EXCLUSIVITY The City, in its sole discretion, reserves the right to request the materials
or services set forth herein from other sources when deemed necessary and appropriate. No
exclusive rights are included in this Agreement.

38. COOPERATIVE USE OF CONTRACT This agreement may be extended for use by other
governmental agencies and political subdivisions of the State. Any such usage by other entities
must be in accord with the ordinances, charter, rules and regulations of the respective entity

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and the approval of the Contractor and City. For a list of SAVE members, click on the following
link: http://www.mesaaz.gov/business/purchasing/save

39. PROHIBITIONS - Contractor, and on behalf any subcontractor, certifies, to the extent
applicable under A.R.S. §§ 35-391 et seq and 35-393 et seq, that neither has "scrutinized"
business operations, as defined in the proceeding statutes, in the countries of Sudan or Iran.

40. IMMIGRATION LAW COMPLIANCE Contractor, and on behalf any subcontractor, warrants, to
the extent applicable under A.R.S. § 41-4401, compliance with all federal immigration laws
and regulations that relate to their employees as well as compliance with A.R.S. § 23-214(A)
which requires registration and participation with the E-Verify Program. Any breach of
warranty described above is considered a material breach of this Agreement and is subject to
penalties up to and including termination of this Agreement. City of Glendale (“City”) retains
the legal right to inspect the papers of Contractor or subcontractor employee who performs
work under this Agreement to ensure that Contractor or any subcontractor is compliant with
the warranty described above. City may conduct random inspections, and upon request of
the City, Contractor shall provide copies of papers and records demonstrating continued
compliance with the warranty described above. Contractor agrees to keep papers and records
available for inspection by the City during normal business hours and will cooperate with City
in exercise of its statutory duties and not deny access to its business premises or applicable
papers or records for the purposes of enforcement of this Section. Contractor agrees to
incorporate into any subcontracts under this Agreement the same obligations imposed upon
itself and expressly accrue those obligations directly to the benefit of the City. Contractor also
agrees to require any subcontractor to incorporate into each of its own subcontracts under
this Agreement the same obligations above and expressly accrue those obligations to the
benefit of the City. Contractor’s warranty and obligations under this Section I to the City is
continuing throughout the term of this Agreement or until such time as the City determines,
in its sole discretion, that Arizona law has been modified in that compliance with this section
is no longer a requirement. The “E-Verify Program” above means the employment verification
program administered by the United States Department of Homeland Security, the Social
Security Administration, or any successor program.

41. CONTRACT ADMINISTRATOR The staff member identified as the Contract Administrator for
a solicitation serves as the liaison between Materials Management, the city and the successful
contractor. The Contract Administrator manages the contract, overseeing the daily
operations, scheduling, performance and compliance of the agreement by all parties. The
Contract Administrator is responsible for:
a. Establishing and maintaining records and documentation
b. Monitoring the contractor’s performance
c. Handling issues and disputes
d. Exercising extension options
e. Initiating contract modifications
f. Initiating rebids or new solicitations

42. FORCE MAJEURE

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a.
Except for payment of sums due, neither party shall 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 part
affected and occurs without its fault or negligence. Without limiting the
foregoing, force majeure includes acts of God; acts of the public enemy; war;
riots; strikes; mobilization; labor disputes; civil disorders, fire; flood; lockouts;
injunctions-interventions-acts; or failures or refusals to act by government
authority; and other similar occurrences beyond the control of the party
declaring force majeure which such party is unable to prevent by exercising
reasonable diligence.
b.
Force majeure shall not include the following circumstances:
i.
Late delivery of equipment or materials caused by congestion at a
manufacturer’s plant or elsewhere, or an oversold condition of the market.
ii.
Late performance by a subcontractor unless the delay arises out of a force
majeure occurrence in accordance with this force majeure term and
condition; or
iii.
Inability of either the Contractor or any subcontractor to acquire or maintain
any required insurance, bonds, licenses or permits.

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EXHIBIT 3: Insurance Requirements
By signing on the Offer/Bid page, solicitation Amendment(s), or cover letter accompanying the
submittal documents, Offerors are certifying that they understand the following notices and
agree to comply with all required terms and conditions.
1) INSURANCE REQUIREMENTS. OFFEROR shall procure and maintain until all their obligations
have been discharged, insurance against claims for injury to persons or damage to property
that may arise from or in connection with this Solicitation. The insurance requirements herein
are minimum requirements for this Solicitation and in no way limit the indemnity covenants
contained herein. The City of Glendale in no way warrants that the minimum limits contained
herein is sufficient to protect the OFFEROR from liabilities that might arise. OFFEROR is free
to purchase such additional insurance as OFFEROR determines necessary.

a) Minimum Scope and Limits Of Insurance: OFFEROR shall provide coverage with limits of
liability not less than those stated below.

i) Commercial General Liability – Occurrence Form

Policy shall include bodily injury, property damage, personal and advertising injury and
broad form contractual liability coverage.

General Aggregate

$2,000,000
Products – Completed Operations Aggregate
$1,000,000
Personal and Advertising Injury
$1,000,000
Each Occurrence
$1,000,000

(1) The policy shall be endorsed to include the following additional insured
language: “The City of Glendale, and its departments, officers, officials, agents,
employees and volunteers shall be named as additional insureds with respect to
liability arising out of the solicitation. Such additional insured shall be covered
to the full limits of liability purchased by the OFFEROR, even if those limits of
liability are in excess of those required herein.

(2) Policy shall contain a waiver of subrogation endorsement in favor of the “City of
Glendale, and its departments, officers, officials, agents, employees and
volunteers”. This provision applies regardless of whether or not the City of
Glendale has received a waiver of subrogation endorsement from the insurer.

ii) Business Automobile Liability – (if driving is not a part of the scope of work, excluding
driving from the place of business and to the City departments, this coverage can be
eliminated.)
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles
used
in
the
performance
of
this
Agreement.
Combined
Single
Limit
(CSL) $1,000,000.

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liability arising out of the activities performed by or on behalf of the OFFEROR,
involving automobiles owned, Licensed, hired or borrowed by the OFFEROR." Such
additional insured shall be covered to the full limits of liability purchased by the
OFFEROR, even if those limits of liability are in excess of those required by this
License.

(2) Policy shall contain a waiver of subrogation endorsement in favor of the “City of
Glendale, and its departments, officers, officials, agents, employees and
volunteers” for losses arising from work performed by or on behalf of the
OFFEROR. This provision applies regardless of whether or not the City of Glendale
has received a waiver of subrogation endorsement from the insurer.

iii) Worker's Compensation and Employers' Liability
Workers' Compensation Statutory
Employers' Liability
Each Accident $1,000,000
Disease – Each Employee
$1,000,000
Disease – Policy Limit $1,000,000

(1) Policy shall contain a waiver of subrogation endorsement in favor of the “City of
Glendale, and its departments, officers, officials, agents, employees and
volunteers” for losses arising from OFFEROR activities. This provision applies
regardless of whether or not the City of Glendale has received a waiver of
subrogation endorsement from the insurer.

iv) Fidelity Insurance (Crime Bond)
(1) The policy shall be issued with minimum limits of $1,000,000.
(2) The policy shall include coverage for all directors, officers, agents and employees
of the Offeror.
(3) The policy shall include coverage for third party fidelity.
(4) The policy shall include coverage for theft.
(5) The policy shall contain no requirement for arrest and conviction.
(6) The policy shall cover loss outside the premises of the Named Insured.
(7) The Department shall be endorsed (Blanket Endorsements are not acceptable) as
a Loss Payee as our interest may appear.

v) Professional Liability (Errors & Omissions) – no less than $2,000,000 per occurrence
or claim, $4,000,000 aggregate. Should include coverage for Plan administration and
fiduciary administrative duties. Full description of the E&O Coverage provided.

Errors & Omissions are written as Claims Made Policies. If any of the policies provide
coverage on a claims-made basis the following shall apply:
(1) The Retroactive Date must be shown and must be before the date of the contract or
the beginning of contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the contract of work.

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(3) If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a Retroactive Date prior to the contract effective date, the Consultant
must purchase “extended reporting” coverage for a minimum of five (5) years after
completion of contract work

vi) Additional Insurance Requirements: The policies shall include, or be endorsed to
include, the following provisions:

(1) Policies shall stipulate that the insurance afforded by the organization shall be
primary insurance and that any insurance carried by the City of Glendale shall be
excess and not contributory insurance.

(2) Coverage provided by the organization shall not be limited to the liability assumed
under the indemnification provisions of the license or contract.
(3) If the Vendor maintains broader coverage and/or higher limits than the minimum
shown, the City requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Vendor. Any available insurance proceeds in excess
of the specified minimum of insurance and coverage shall be available to the City.
(4) Vendor shall require and verify that all subcontractors (subconsultants) maintain
insurance meeting all the requirements stated herein, and Vendor shall ensure that
City is an additional insured on insurance required from subcontractors
(subconsultants).
(5) If the Vendor is awarded the solicitation, the Vendor shall furnish the City with
original Certificates of Insurance including all required amendatory endorsements
before the work begins. However, failure to obtain the required documents prior to
the work beginning shall not waive the Vendor’s obligation to provide them. The
City reserves the right to require complete, certified copies of all required insurance
policies including endorsements required by these specifications, at any time.

EXHIBIT B
INDUCTIVELY COUPLED PLASMA MASS SPETROMETER
COMPENSATION

METHOD AND AMOUNT OF COMPENSATION
The method and amount of compensation is determined based on RFP 21-49 Pricing Sheet and Service Agreement
Quote.
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the Project during
the entire term of the Project must not exceed $160,000.
DETAILED PROJECT COMPENSATION
See attached Pricing Sheet and Service Agreement Quote.

Model
Serial Number
Coverage Plan
Coverage Price
ICPMS-2030LF Mass
Spectrometer
3 YEAR VALUE PLAN
$17,622.00
CETAC ASX-560
Autosampler for ICP or
ICPMS, 4 X 60 X 14 mL
3 YEAR VALUE PLAN
$885.00
Cooling Water Circulator for
ICPE-9800, ICPMS-2030
3 YEAR VALUE PLAN
$606.00
SUBTOTAL:
$19,113.00
DISCOUNT:
$3,822.60
TOTAL PRICE:
$15,290.40
CITY OF GLENDALE
PYRAMID PEAK WATER TREATMENT P
28101 N. 63RD AVE
GLENDALE, AZ 85310
Location of Equipment
Billing Address
City Of Glendale - PPWTP
28101 N 63RD AVE
PHOENIX, AZ 85083-7676
C001914
Linda Andrews

Contact:
Phone:
(NSAS)
Shimadzu Contact-
Mandy Maggiora
NSAS@shimadzu.com
Option VII_Three Year Value Plan (3YVP)
Three Year Value Plan Coverage starts at completed install date.
Coverage Includes-
Three full years of warranty coverage
6 month check up in Year 1
PPM Service once per year in Year 2 and Year 3
Parts, labor, and travel during the coverage period.
This agreement is for a 36 month effective period.
**ANNUAL INVOICING**
Total cost to Glendale = $15,290.40, which you could split to three annual installments of $5,096.80.
**QUOTED PER SSI-184801-W3T8**
**START DATE, SERIAL NUMBERS, ADDITIONAL DETAILS ARE TO ADDED FOLLOWING THE INSTALLATION
COMPLETION**
Upon approval please forward a signed copy of your agreement quotation with a copy of your purchase order directly to:
NSAS@shimadzu.com.
Linda Andrews_623-930-3897_landrews@glendaleaz.com
Installation_SC#
July 9, 2021
SHIMADZU SCIENTIFIC INSTRUMENTS, INC.
1930 PALOMAR POINT WAY
STE. 107
CARLSBAD, CA 92008
760-710-2400
760-931-9854

Phone:
Fax:
Type
Customer Number
SA NUMBER
0000100655
C001914
Quote
Page 1

PRICES WILL REMAIN IN EFFECT FOR 30 DAYS FROM THE QUOTATION DATE
EFFECTIVE DATES
7/9/2021
7/8/2024
-
Purchase Order:

REGION
SHIMADZU SCIENTIFIC INSTRUMENTS, INC.
CUSTOMER
25SCA
SUBMITTED BY:
DATE SUBMITTED:
AUTHORIZED BY:
DATE AUTHORIZED:
APPROVED BY:
TITLE:
DATE APPROVED
NOTE: Please sign and return this quote
with hard copy of the Purchase Order for processing.
The description of the terms & conditions are provided on the
attached sheets. Through signature and/or purchase order, buyer
agrees to comply with these terms & conditions
July 9, 2021
SHIMADZU SCIENTIFIC INSTRUMENTS, INC.
1930 PALOMAR POINT WAY
STE. 107
CARLSBAD, CA 92008
760-710-2400
760-931-9854

Phone:
Fax:
Type
Customer Number
SA NUMBER
0000100655
C001914
Quote
Page 2