Exhibit B

City of Glendale — Regular Meeting (2021-09-28)

View PDF Item 12 Meeting page

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REQUEST FOR PROPOSAL

RFP# 21-083
IRRIGATION PARTS AND MATERIALS

RFP ISSUE DATE:
November 13,2020

DEADLINE FOR INQUIRIES/QUESTIONS:
November 30, 2020 AT 5:00 P.M. LOCAL ARIZONA TIME

RFP DUE DATE AND TIME:
December 17, 2020, 3:00 P.M. LOCAL ARIZONA TIME

ALL INQUIRIES MUST BE DIRECTED TO:
Daniel Wojcik
EMAIL: daniel_wojcik@tempe.gov
PHONE: 480-350-8682

SUBMITTAL LOCATION: Due to the COVID Virus, Tempe will only accept an e-copy of the

completed and signed proposal via e-mail to the following address:
Bids@tempe.gov

No hard copy proposals will be accepted at this time.

Table of Contents

General INStructions...........eesssssssesssssssssessssecsssessscacseeescnesenescscssescseseseseacscsssusessesssusesssesssssescessesssesacacscsuacseseceaseess 3

Evaluation Criteria
Pricing Section
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General Instructions

Failure to follow these instructions may result in rejection of proposal for non-responsiveness or cancellation of any Contract

awarded.

1. Preparation of Proposal:

A.

Proposals shall be submitted to the City of Tempe (“City”) in the sequence specified herein, on the forms
attached hereto, including Vendor's Offer.

All proposals shall be submitted on the forms provided in this Request for Proposal, signed by an authorized
signer and returned with the proposal response to the City.

Completed and signed proposal forms for offer, acceptance and any solicitation addendums shall be signed
by an authorized individual. Such proposal constitutes an irrevocable Offer to sell the good and/or service
specified herein. Offeror shall submit all additional data, documentation, or information as requested by
the City, signifying its intent to be bound by the terms of the Request for Proposal.

Negligence in preparation of a proposal confers no right of withdrawal. Offeror is solely responsible for
seeking clarification of any requirement and presenting accurate information in the proposal response. The
City shall not reimburse any costs for a proposal, or its submission, presentation or withdrawal, for any
reason. Failure to read, examine and understand the Solicitation and any of its addenda will not excuse
any failure to comply with the requirements of the Solicitation or any resulting contract, nor shall such failure
be a basis for claiming additional compensation.

Offeror shall identify each subcontractor to be utilized in the services and/or work set forth herein, if
applicable.

2. Definitions: For purposes of this Request for Proposal and resultant Contract, the following definitions apply:

“City” means the municipal corporation of the City of Tempe, Arizona.

“Code Governance” means unless otherwise specified herein, the provisions of the Tempe City Code,
Chapter 26A shall apply and govern this Request for Proposal.

“Contract” means the agreement for the procurement of goods, equipment, materials, software,
maintenance, contracted services, professional services, or concessions.

“Contractor” means an Offeror responding to a Request for Proposal who has been awarded a Contract
with the City.

“Offer” means a written offer to furnish goods, equipment, materials, software, maintenance, contracted
services, professional services, or concessions to the City, in conformity with the standards, specifications,
delivery terms and conditions, and all other requirements established in a competitive solicitation.

“Offeror” means a business, entity or person who submits an Offer in response to a competitive solicitation.

“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.

“Purchase Order” means a document issued by the Procurement Office directing the Contractor to deliver
the goods, equipment, materials, software, maintenance, contracted services, professional services or
concessions. to the City.

“Request for Proposal” means a competitive solicitation issued by the City for the procurement of goods,
equipment, materials, software, maintenance, contracted services, professional services or concessions,

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 3 | Page

General Instructions

10.

Late, Unsigned and/or Incomplete Proposal: A late, unsigned and/or materially incomplete proposal will be
considered nonresponsive and rejected.

Inquiries: Questions regarding this Request for Proposal shall be directed to the Procurement Officer identified on
the cover page of this document, unless another City contact is specifically named. Inquiries shall be submitted in
writing (preferably via e-mail), identifying the appropriate Request for Proposal’s number, page and paragraph at
issue. PLEASE NOTE: Offeror must not place the Request for Proposal’s number on the outside of an envelope
containing questions. Oral responses provided by the City shall have no binding effect or legal effect. Inquiries
should be submitted within the designated timeframe noted on the front page of the solicitation. Those questions
received after the designated date may be considered at the sole discretion of the Procurement Officer. The City
reserves the right to contact Offerors to obtain additional information for use in evaluating proposal and solicitation
requirements.

Proposal Conference: If a proposal conference is scheduled, Offerors are strongly encouraged to attend to seek
clarification on any aspects of the documents that are not clear or questions that might pertain the specifications or
scope of work published. There are times when attendance at a proposal conference is mandatory and those
conferences shall be specially noted when applicable.

Withdrawal of Proposal: At any time before the specified proposal due date and time, an Offeror may withdraw
its proposal by way of written correspondence from the Offeror or its authorized representative.

Proposal Addenda: Receipt and acceptance of a Request for Proposal addendum shall be acknowledged by
signing and returning the document either with the vendor's proposal response or by separate envelope prior to
proposal due date/time. Failure to sign and return an addendum prior to the proposal due date/time may result in
the proposal being considered nonresponsive to that portion of the Request for Proposal and may result in rejection.
For all addenda published, the City will send electronic notification to those companies who have downloaded the
solicitation from the City’s web site. If a company receives the solicitation via a third- party plan holder organization,
it will be the responsibility of the company to download the solicitation from the City's web site to ensure that their
company is included on any forthcoming addenda notification.

Compliance with City Solicitation Requirements: Unless stated otherwise in this Request for Proposal, the City
reserves the right to award by individual line item, by group of items, or as a total at the City’s discretion. The City
expressly reserves the right to waive any immaterial defect or informality, or reject any or all proposals, or portions
thereof, or reissue this Request for Proposal.

Compliance of Proposal Offeror/Contractor Forms: Any documents or forms (including separate Contract,
maintenance agreement or training agreement) intended by the Offeror to be utilized in any resulting Contract, must
be submitted with proposal. Any documents inconsistent with or taking exception to the terms, conditions,
specifications and/or other requirements stated within this Request for Proposal may cause the proposal to be
considered as nonresponsive and rejected. No documents will be considered unless submitted with vendor's
proposal Offer and approved by the Procurement Office.

Responsiveness to Specifications: Performance or feature requirements which are designated as mandatory or
minimums are needed in order to satisfy an identified task or performance need. A description is given for each
designated feature. This description shall be used to determine if the Offeror's proposed product(s) and/or
service(s) is/are capable of performing the function(s) specified in the Request for Proposal.

It is recognized that more than one method may be used to accomplish the sought-after task functionality.
If Offeror has an alternate method of performing functional tasks, then Offeror shall list such method as an
"alternate" and described in full detail within the proposal. The City shall be the sole judge as to whether any
alternate methodology will be accepted.

"Must", "shall", "will", "minimum", "required" and/or "mandatory" performance/feature statements must be met or
exceeded by the Offeror. Should no Offeror be found responsive to all designated Request for Proposal
requirements, the City at its option, may either award the Contract to the most responsive Offeror or cancel the

Request for Proposal and issue another Request for Proposal for the need under revised specifications.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 4 | Page

General Instructions

11.

12.

13.

14.

15.

Questionnaire: Offeror must complete the Questionnaire portion of this Request for Proposal and provide any
documentation required to support the answers. Questionnaire items, which are designated as mandatory, are
needed to satisfy a required task or performance criteria. Items, which may be listed as desirable, are not required
to be responsive to the Request for Proposal and will be relatively evaluated against other proposals in making a
final award decision.

If supporting documentation is required, Offeror shall provide the documentation in the sequence set forth in the
Request for Proposal and ensure all technical literature and/or narrative explanations fully address the specifics of
the question. Vague or disorganized responses that do not allow sufficient information for evaluation purposes may
result in rejection of a proposal.

Clarifications and Negotiations with Offerors and Revisions to Proposal: Clarifications may be made with any
submitting firm at any time during the evaluation phase of this procurement. Clarifications are not negotiations and
may be utilized by the City to ensure thorough and complete understanding of, and responsiveness to, the
solicitation requirements. Negotiations may be conducted with responsible Offerors who submit proposals
determined to be reasonably susceptible of being selected for award. The purpose of negotiations is to allow the
City and the Offeror(s) to revise initial Offers through an exchange or series of exchanges. Should the City elect to
call for best and final offers, Offerors shall be accorded fair and equal treatment with respect to any opportunity for
negotiations and revision of proposals, and such revisions may be permitted after submissions and prior to award.
In conducting clarifications and negotiations there shall be no disclosure of any information derived from proposals
submitted by competing Offerors. The purposes of such negotiations shall include but not be limited to:

A. Determine in greater detail such Offeror's qualifications;

B. Explore with the Offeror the scope and nature of the project, the Offeror's proposed method of performance,
and the relative utility of alternate methods of approach;

Cc. Determine that the Offeror will make available the necessary personnel and facilities to perform within the
required time; and

D. Agree upon compensation which is fair and reasonable, taking into account the estimated value of the
required services, and the scope, complexity and nature of such services.

Proposal Opening: Proposals shall be opened at the time and place designated on the cover page of this
Request for Proposals. The name of each Offeror and the identity of the Request for Proposal for which the
proposal was submitted shall be publicly read and recorded in the presence of witnesses. Offerors will make their
interest known to the Procurement Officer (prior to the scheduled opening) if they wish to be present (virtually) to
witness the proposal opening. Proposals, modifications and all other information received in response to this
Request for Proposal shall be shown only to City personnel having a legitimate interest in its evaluation. Prices
shall not be read. After Contract award, the proposals and the evaluation documentation shall be open for public
inspection, except where the City has determined that specific portions of the proposal are confidential.

Technical Proposal Opening: Technical proposals (as received in step one of a two-step bidding process) shall
be opened at the time and place designated on the cover page of this document. The name of each Offeror and
the identity of the Request for Proposal for which the proposal was submitted shall be publicly read and recorded
in the presence of witnesses. Proposals, modifications and all other information received in response to this
Request for Proposal shall be shown only to City personnel having a legitimate interest in the evaluation. Evaluation
documentation to substantiate technical proposal selection(s) shall be open for public inspection.

Proposal Evaluation and Award: The City shall determine whether a proposal meets the specifications and
requirements of this Request for Proposal, at its sole discretion, and reject any proposals not meeting the intent or
requirements set forth herein. Award(s) shall be made to the responsible Offeror whose proposal is determined in
writing to be the most advantageous to the City, taking into consideration the evaluation factors set forth in the
Request for Proposal. The City shall be the sole judge as to the acceptability of the products and/or services
offered. The City reserves the right to reject any and all proposals.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 5 | Page

General Instructions

16.

17,

18.

19.

20.

21.

22.

23.

Award of Contract: A proposal shall constitute a binding Offer to Contract with the City based on the terms,
conditions and specifications contained in this Request for Proposal. An Offeror shall become a Contractor only
upon execution of a formal Contract from the Procurement Office. Unless this Request for Proposal includes
separate Contract document(s) or requires the Offeror to submit a Contract for review, a Contract shall be formed
when the Procurement Office provides a written notice of award or a purchase order to the successful Offeror. All
terms and conditions of the Contract are contained herein, unless modified by an amendment approved by the City.
Proposals that take exception to the terms, conditions, specifications and/or other requirements stated within this
Request for Proposal may cause the vendor’s Offer to be considered non-responsive and rejected. Exceptions will
be evaluated on an individual basis to determine compliance with the purpose and intent of the terms and conditions
stated within this solicitation. The City shall be the sole judge as to whether an exception complies with the general
purpose and intent of any term, condition and/or specification set forth herein.

Proposal Results: Offerors may attend the scheduled proposal opening at which the name of each
Offeror will be publicly read. All other information contained in the proposals shall be kept confidential
until the Contract is awarded. After award of Contract, an appointment may be made with the Procurement
Officer to review proposal documents. Formal Contract award results shall be placed on the Procurement Office
web page (www.tempe.gov/procurement) and posted at the front counter of the Procurement Office at the time
the Contract award is approved by the City Council. Award recommendations may also be viewed via the
City Clerk’s web site normally up to five (5) days prior to the scheduled City Council meeting by visiting
(http://documents.tempe.gov/sirepub/?sort=meet_date .

Protests: Any actual or prospective Offeror who is aggrieved in conjunction with this Request for Proposal or award
may protest the award to the Procurement Office. A protest based upon alleged improprieties in this Request for
Proposal that are apparent before the proposal opening shall be filed prior to the proposal due date/time. A protest
concerning an award recommendation must be filed within ten (10) business days after the date of award. Up to
five (5) days before award of a contract, the Procurement Office will post award recommendations on the City Clerks
website at (http://documents.tempe.gov/sirepub/?sort=meet_date) and at the Procurement Office front counter and
web site for public review (www.tempe.gov/procurement). A protest shall be in writing and include the protester’s
name, address and phone number, identification of the solicitation or Contract being protested, a detailed statement
of the legal and factual grounds of the protest, including copies of all relevant documents and the form of relief
requested. A protest is to be on the protester’s company letterhead and signed by the protestor or its authorized
representative.

Delivery: All materials, equipment and/or products shall be delivered F.O.B. Destination to the City of Tempe Per
the location identified in the solicitation.

Tax: Unless specified herein, sales, use or federal excise tax shall not be included in proposal pricing. The City is
exempt from payment of federal excise tax. For proposal evaluation, transaction (sales) privilege tax paid to the
City of Tempe (1.8%) is considered a pass-through cost, calculated as zero ($0) expense when comparing pricing
among competing companies that are not located in Tempe. For information on privilege (sales) tax, please contact
the City's Tax and License Office at (480) 350-2955 or visit their web site at salestax@tempe.gov

Payment: For a single requirement purchase, the City will endeavor to remit payment within thirty (30) calendar
days from receipt and approval of acceptable products, materials and/or services and approval of correct invoice.
For ongoing term Contract purchases, the City will endeavor to remit payment within thirty (30) calendar days from
approval of invoice.

Discounts: Payment discounts periods shall be computed from the date of receipt of acceptable products,
materials and/or services or correct invoice, whichever is later to the date payment is mailed. Discounts shall be
taken on the full amount of the invoice, unless otherwise indicated. The City shall be entitled to receive any
discounts offered by Offeror, if payment is made within the discount period.

Payment by City Procurement Card: The Procurement Office may elect to remit payment through the use of a
City procurement card. Each Offeror may indicate on the Vendor's Offer Page in this Request for Proposal its ability
to accept City procurement card payments. The inability to accept payment by City procurement card will not
disqualify a proposal.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 6 | Page

General Instructions

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25.

26.

27.

28.

Code Governance: Unless otherwise specified herein, the provisions of the Tempe City Code, Chapter 26A shall
apply and govern this Request for Proposal.

Public Record: 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.
Material portions of the recommended Offer(s) as determined by the City may be posted to the City’s web site up
to five (5) days prior to the City Council meeting.

Late Responses: The Offeror assumes responsibility for having the Proposal submitted on time via e-mail to the
address shown on the front page of this RFP. Any Offers received after the Solicitation Due Date and Time shall
not be considered and will be returned to the Offeror. The Offeror assumes the risk of any delay in the electronic
processing of the supplier’s e-mail through both parties (Supplier and City) networks. Offerors must allow adequate
time to ensure that the e-mail is timely received by the City at the designated e-mail address. All times referenced
are Tempe, Arizona local times. Respondents agree to accept the time and date that is recorded on the received
e-mail as the official time. Any e-mail submissions that are timed at 3:01 or later on the schedule due date will be
considered late and not considered.

Copying Responses: The Offeror hereby grants the City permission to copy all parts of its Offer including, without
limitation, any documents and/or materials copyrighted by the Offeror. The City’s right to copy shall be for internal
use in the evaluating the Offers.

Confidential Information and Public Record: After award of a Contract, proposals shall be available for public
inspection, except to the extent that the withholding of information is required or permitted by law. Pursuant to
A.R.S. § 35-214, and 41-1330 et seq., all records relating to the Request for Proposal and Contract shall be subject
to inspection at all reasonable times by the City for five (5) years after completion of the Contract. Such records
shall be produced by Bidder or Contractor at the time and place designated by the City.

A. If a person believes that an offer or specification contains information that should be withheld as
confidential, a statement advising the procurement officer of this fact shall accompany the submission and
the information shall be so identified wherever it appears. A general statement of confidentiality that is not
appropriately referenced to a specific section of the RFP will not be sufficient to warrant protection by the
City. The confidential portion of the submission must be clearly noted with accompanying justification for
treating the section confidential. Failure of the vendor to appropriately designate confidential information
in this manner will relieve the City of any obligation to protect this information as confidential.

B. The information identified by the person as confidential shall not be disclosed until the Procurement Office
makes a written determination pursuant to A.R.S. § 121, ef seg.

Cc. If the City determines to disclose the information, the Offeror shall be informed in writing of such
determination. Notwithstanding the foregoing, following an award of Contract, all proposal response
information shall be available for public inspection.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 7 | Page

Standard Terms and Conditions

Please note that these Standard Terms & Conditions shall be fully complied with by Offeror. Failure to comply with these
requirements may result in rejection of a proposal for non-responsiveness, or cancellation or termination of any awarded

Contract.

ft. Applicable Law: This Contract shall be governed by, and the City and Contractor shall have all remedies
afforded each by the Uniform Commercial Code as adopted in the State of Arizona, except as otherwise provided
in this Request for Proposal and resultant Contract, and all statutes, or ordinances pertaining specifically to the
City. This Contract shall be governed by State of Arizona law and suits pertaining to this Contract may only be
brought in courts located in Maricopa County, Arizona.

2. Arizona Climate Action Compliance: Offeror shall comply with all applicable standards, laws, rules, orders and
regulations issued pursuant to A.R.S. §49-101, et seq., including but not limited to, Arizona Executive Orders
Nos. 2006-13, 2005-02, and 2010-14 with regard to reducing GHG emissions, increasing energy efficiency,
conserving natural resources and developing renewable energy sources.

3. Availability of Funds for the Next Fiscal Year: The City's obligation for performance of the Contract is
contingent upon the availability of City, state and federal funds that are allocated or appropriated for payment
obligations of the Contract. If funds are not allocated by the City or available for the continued use or purchase
of services, work and/or materials set forth herein, the City may terminate the Contract. The City will use
reasonable efforts to notify Contractor of such non-allocation affecting the obligations of the Contractor and/or
City. The City shall not be penalized or adversely affected for exercise of its termination rights. Further, the City
shall in no way be obligated or liable for additional payments or other damages as a result of such termination.
No legal liability on the part of the City for any payment may arise for performance under this Contract.

4. Certification: By signing the “Vendor's Offer’, the Offeror certifies:

A. The submission of the vendor’s proposal Offer response did not involve collusion or other anti-competitive
practices.

B. Offeror agrees that it will comply with section 2-603(5) of the Tempe City Code (“TCC”), and will not
refuse to hire or employ or bar or discharge from employment any person or discriminate against such
person in compensation, conditions, or privileges of employment because of race, color, gender, gender
identity, sexual orientation, religion, national origin, familial status, age, disability, or United States military
veteran status. Offeror further agrees to provide a copy of its antidiscrimination policy to the Procurement
Officer to demonstrate compliance with TCC section 2-603(5) or attest in writing to its compliance in
accordance with the attached Affidavit of Compliance.

Cc. Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity,
future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in
connection with the submitted Offer. Failure to sign the “Vendor's Offer” or signing it with a false
statement shall void the submitted proposal and any resulting Contract. In addition, the Offeror may be
barred from future proposal and bidding participation with the City and may be subject to such further
actions as permitted by law.

D. The Offeror agrees to promote and offer to the City only those materials and/or services as stated and
allowed by this Request for Proposal and resultant Contract award. Violation of this condition shall be
grounds for Contract termination by the City.

E. The Offeror expressly warrants that it has and will continue to comply in all respects with Arizona law
concerning employment practices and working conditions, pursuant to A.R.S. § 23-211, ef seq., and all
laws, regulations, requirements and duties relating thereto. Offeror further warrants that to the extent
permitted by law, it will fully indemnify the City for any and all losses arising from or relating to any violation
thereof.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 8 | Page

10.

Standard Terms and Conditions

F. Contractor agrees and covenants that it will comply with any and all applicable governmental restrictions,
regulations and rules of duly constituted authorities having jurisdiction insofar as the performance of the
work and services pursuant to the Contract, and all applicable safety and employment laws, rules and
regulations, including but not limited to, the Fair Labor Standards Act, the Walsh-Healey Act, and the Legal
Arizona Workers Act (LAWA), and all amendments thereto, along with all attendant laws, rules and
regulations. Contractor acknowledges that a breach of this warranty is a material breach of this Contract
and Contractor is subject to penalties for violation(s) of this provision, including termination of this Contract.
City retains the right to inspect the documents of any and all contractors, subcontractors and sub-
subcontractors performing work and/or services relating to the Contract to ensure compliance with this
warranty. Any and all costs associated with City inspection are the sole responsibility of Contractor.
Contractor hereby agrees to indemnify, defend and hold City harmless for, from and against all losses and
liabilities arising from any and all violations thereof.

G. If Contractor engages in for-profit activity and has 10 or more employees, and if this Agreement has a
value of $100,000 or more, Contractor certifies it is not currently engaged in, and agrees for the duration
of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not
apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. §
4842. Unless and until the U.S. District Court, District of Arizona’s injunction is lifted, A.R.S. § 35-393.01
is unenforceable.

Commencement of Work: Contractor is cautioned not to commence any work or provide any materials or
services under the Contract until and unless Contractor receives a purchase order, Notice to Proceed, or is
otherwise directed in writing to do so, by the City.

Confidentiality of Records: The Contractor shall establish and maintain procedures and controls that are
acceptable to the City for the purpose of assuring that no information contained in its records or obtained from the
City or from others in carrying out its functions under the Contract shall be used by or disclosed by it, its agents,
officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting
such information should be referred to the City. Contractor also agrees that any information pertaining to individual
persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of
duties under the Contract, unless otherwise agreed to in writing by the City.

Termination for Conflict of Interest: This Contract is subject to the cancellation provisions of A.R.S. § 38-511.
The City may cancel this Contract within three (3) years after its execution, without penalty or further obligation, if
any person significantly involved in initiating, securing, drafting, or creating the Contract for the City becomes an
employee or agent of the Contractor.

Contract Formation: This Contract shall consist of this Request for Proposal and the vendor’s proposal Offer
submitted, as may be found responsive and approved by the City. In the event of a conflict in language between
the documents, the provisions of the City’s Request for Proposal shall govern. The City’s Request for Proposal
shall govern in all other matters not otherwise specified by the Contract between the parties. All previous contracts
between the Offeror and the City are not applicable to this Contract or other resultant contracts. Any contracted
vendor documents that conflict with the language and requirements of the City's solicitation are not acceptable and
void the Contract.

Contract Modifications: This Request for Proposal and resultant Contact may only be modified by a written
Contract modification issued by the Procurement Office and counter-signed by the Contractor. Contractors are
not authorized to modify any portion of this solicitation or resulting Contract without the written approval of the
Procurement Office and issuance of an official modification notice.

Contract Administration: Contractor must notify the designated Procurement Officer from the Procurement
Office for guidance or direction on matters of Contract interpretation or problems regarding the terms, conditions
or scope of this Contract. The Contract shall contain the entire agreement between the City and the Contractor
and the Contract shall prevail over any and all previous agreements, contracts, proposals, negotiations, purchase
orders or master agreements in any form.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 9 | Page

Standard Terms and Conditions

11, Cooperative Use of Contract: Any Contract resulting from this solicitation shall be for the use of the City of Tempe.
In addition, public and nonprofit agencies that have entered into a Cooperative Purchasing Agreement with the
City of Tempe’s Department of Procurement are eligible to participate in any subsequent Contract. Additionally, this
Contract is eligible for use by the Strategic Alliance for Volume Expenditures (SAVE) cooperative.
See htip:/www.mesaaz.gov/business/purchasing/save for a listing of participating agencies. The parties agree that
these lists are subject to change. Any such usage by other municipalities and government agencies must be in
accord with the ordinance, charter and/or rules and regulations of the respective political entity.

Any orders placed to, or services required from, the successful Contractor(s) will be requested by each participating
agency. Payment for purchases made under this agreement will be the sole responsibility of each participating
agency. The City shall not be responsible for any disputes arising out of transactions made by others. Contractor
shall be responsible for correctly administering this Contract in accordance with all terms, conditions, requirements,
and approved pricing to any eligible procurement unit.

12. Dispute Resolution: This Contract is subject to arbitration to the extent required by law. If arbitration is not
required by law, the City and the Contractor agree to negotiate with each other in good faith to resolve any
disputes arising out of the Contract. In the event of any legal action or proceeding arising out of this Contract,
the prevailing party shali be entitled to recover its reasonable attorneys’ fees and costs incurred with said fees
and costs to be included in any judgment rendered.

13. Energy Efficient Products: The City may consider energy conservation factors including costs in the evaluation
of equipment and product purchases for the purpose of obtaining energy efficient products. In addition, vendor
proposal Offers may specify items that have been given an energy efficient classification by the federal
government for consideration by the City.

14. Billing: All invoices submitted by Contractor for the City's review and approval shall be in itemized form to identify
the specific item(s) being billed. Items must be identified by the name, model number, and/or serial number most
applicable along with the correct unit cost. Any purchase/delivery order issued by the City shall refer to the
Contract number resulting from this Request for Proposal. Separate invoices are required on individual contracts
or purchase orders. Only invoices with items resulting from this Request for Proposal will be accepted for review
and approval by the City.

15. Estimated Quantities: This Request for Proposal references quantities as a general indication of the City's needs.
The City anticipates considerable activity resulting from Contracts that will be awarded as a result of this Request
for Proposal; however, the quantities shown are estimates only and the City reserves the right to increase or
decrease any quantities actually acquired, in its sole discretion. No commitment of any kind is made concerning
quantities and Offeror hereby acknowledges and accepts same.

16. Events of Default and Termination:

A. In the event a party is in default then the other party may, at its option and at any time, provide written
notice to the defaulting party of the default. The defaulting party will have thirty (30) days from the receipt
of the written notice to cure the default; the thirty (30) day cure period may be extended by mutual
agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed
to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default.
Failure of the non-defaulting party to provide written notice of the default does not waive any rights under
the Agreement. The occurrence of any one or more of the following events shall constitute a material
breach of and default under the Contract.

i) Any failure by Contractor to pay funds or furnish materials, services and/or goods that fail to
conform to any requirement of this Contract or provide personnel that do not meet Contract
requirements;

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Standard Terms and Conditions

ii) Any party's failure to observe, perform or undertake any provision, covenant or condition of this
Contract to be observed or performed by Contractor or City herein, including but not limited to
failing to submit any report required herein;

iii) Any failure to make progress in the performance required pursuant to the Contract and/or gives
either party reason to believe that the other party cannot or will not perform to the requirements of
the Contract; or,

iv) Any failure of Contractor to commence construction, work or services within the time specified
herein, and to diligently undertake Contractor’s work to completion.

B. In the event the default has not been corrected to the non-defaulting party's satisfaction within the cure
time specified, the non-defaulting party, at its option and in addition to any other remedies available by law
or in equity, without further notice or demand of any kind to Contractor, may do the following:

i) Terminate the Contract;

ii) Pursue and/or reserve any and all rights for claims to damages for breach or default of the
Contract; and/or,

iii) Recover any and all monies due from Contractor, including but not limited to, the detriment
proximately caused by Contractor's failure to perform its obligations under the Contract, or which
in the ordinary course would likely result therefrom, including, any and all costs and expenses
incurred by the City in: (a) maintaining, repairing, altering and/or preserving the premises (if any)
of the project; (b) costs incurred in selecting and retaining a substitute Contractor for the purchase
of services, materials and/or work; and/or (c) attorneys’ fees and costs in pursuing any remedies
under the Contract and/or arising therefrom.

Cc. The exercise of any one of the City’s remedies as set forth herein shall not preclude subsequent or
concurrent exercise of further or additional remedies. In addition, the City shall be entitled to terminate
this Contract at any time, in its discretion. The City may terminate this Contract for default, non-
performance, breach or convenience, or pursuant to A.R.S. § 38-511, or abandon any portion of the project
for which services have not been fully and/or properly performed by the Contractor.

D. Termination shall be commenced by delivery of written notice to Contractor by the City personally or by
certified mail, return receipt requested. Upon notice of termination, Contractor shail immediately stop all
work, services and/or shipment of goods hereunder and cause its suppliers and/or subcontractors to cease
work pursuant to the Contract. Contractor shall not be paid for work or services performed or costs
incurred after receipt of notice of termination, nor for any costs incurred that Contractor could reasonably
have avoided.

E. The City, in its sole discretion, may terminate or reduce the scope of this Contract if available funding is
reduced for any reason.

F. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may
demand that Contractor give a written assurance of its intent and ability to perform. In the event that the
demand is made, and no written assurance is given within the time period required, the City may treat this
failure as an anticipatory repudiation of the Agreement.

17. Termination for Convenience: The City at its sole discretion may terminate this Contract for convenience with thirty
(30) days advance notice to Contractor. Contractor shall be reimbursed for all appropriate costs as provided for within
the Contract up to the termination date specified.

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Standard Terms and Conditions

18.

19.

20.

21.

Force Majeure:

A. Except for payment of sums due, neither party shall be liable to the other nor deemed in default under the
Contract only in the event that and to the extent that such party's performance of the Contract is prevented
by reason of force majeure. Force majeure means an occurrence that is beyond the control of the party
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, mobilization, labor disputes, civil disorders, fire, floods,
lockouts, injunctions, failures or refusal 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 shail not include the following occurrences:
i) Late delivery of equipment or materials caused by congestion at a manufacturer's plant or
elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences.
ii) Late performance by a subcontractor.
Cc. If either party is delayed at any time in the progress of the work by force majeure, then the delayed party

shall notify the other party in writing of such delay within forty-eight (48) hours of the commencement thereof
and shall specify the causes of such delay in the notice. Such notice shall be hand delivered or sent via
certified mail and shall make a specific reference to this clause, thereby invoking its provisions. The delayed
party shall cause such delay to cease as soon as practicable and shall notify the other party in writing by
hand delivery or certified mail 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 the results or effects of such delay prevent the delayed
party from performing in accordance with the Contract.

Gratuities: The City may elect to terminate any resultant Contract, if it is found that gratuities in any form were
offered or given by the Contractor or agent thereof, to any employee of the City or member of a City evaluation
committee with a view toward securing an order, securing favorable treatment with respect to awarding, amending
or making of any determinations with respect to performing such order.

Indemnification: To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless
the City, its agents, officer, officials, and employees from and against all claims, damages, losses and expenses
(including but not limited to attorney's fees, court costs, and the costs of appellate proceedings), arising out of, or
alleged to have resulted from the acts, errors, mistakes, omissions, work, services, or professional services of the
Contractor, its agents, employees, or any other person (not the City) for whose acts, errors, mistakes, omissions, work,
services, or professional services the Contractor may be legally liable in the performance of this Contract. Contractor's
duty to hold harmless and indemnify the City, its agents, officers, officials and employees shall arise in connection with
any claim for damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to,
impairment, or destruction of any person or property, including loss of use resulting from, or caused by any acts, errors,
mistakes, omissions, work, services, or professional services in the performance of this Contract by Contractor or any
employee of the Contractor or any other person (not the City) for whose acts, errors, mistakes, omissions, work, or
services the Contractor may be legally liable. The amount and type of insurance coverage requirement set forth herein
will in no way be construed as limiting the scope of indemnity in this paragraph. This provision shall survive the term
of this Contract.

Interpretation of Parole Evidence: This Contract is intended as a final expression of the agreement between the
parties and as a complete and exclusive statement of the Contract, unless the signing of a subsequent Contract is
specifically called for in this Request for Proposal. No course of prior dealings between the parties and no usage
of the trade shall be relevant to supplement or explain any term used in the Contract. Acceptance or acquiescence
in a course of performance rendered under this Contract shall not be relevant to determine the meaning of the
Contract, even though the accepting or acquiescing party has knowledge of the nature of the performance and
opportunity to object.

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Standard Terms and Conditions

22.

23.

24,

25.

26.

27.

28.

Key Personnel: Contractor shall provide adequate experienced personnel, capable of and devoted to the
successful accomplishment of work to be performed under this Contract during the Contract term and any renewal
periods. The Contractor must agree to assign specific individuals to the key positions.

A. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed
or replaced without prior written notice to the City.

B. If key personnel are not available for work under this Contract for a continuous period exceeding thirty (30)
calendar days or are expected to devote substantially less effort to the work than initially anticipated, the
Contractor shail immediately notify the City, and shall replace each person with personnel of substantially
equal ability and qualifications upon prior City approval.

Licenses and Permits: Contractor shall maintain in current status and at its sole expense, all federal, state and
local licenses and permits required for the operation of the business conducted by the Contractor and the provision
of the services to be provided under the Contract.

No Assignment: No right or interest in this Contract shall be assigned by Contractor and no delegation of any
duty of Contractor shall be made without prior written permission of the City, which consent may be granted or
withheld in City’s unfettered discretion.

Notices: All notices, requests, demands, consents, approvals, and other communications which may or are
required to be served or given hereunder (for the purposes of this provision collectively called "Notices"), shall be
in writing and shall be hand delivered or sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the party or parties to receive such notice as follows:

City of Tempe Procurement Office
Attn: Procurement Officer

20 E. 6" Street (Second Floor)
PO Box 5002

Tempe, Arizona 85280

[Contractor's Name]
[Attn of Offeror Named in Contract]
[Address]

Or to such other address as either party may from time to time furnish in writing to the other by notice hereunder.

No Waiver: No breach of default hereunder shall be deemed to have been waived by the City, except by written
instrument to that effect signed by an authorized agent of the City. No waiver of any such breach or default shall
operate as a waiver of any other succeeding or preceding breach or default or as a waiver of that breach or default
after demand by the City for strict performance of this Contract. Acceptance of partial or delinquent payments or
performance shall not constitute the waiver of any right of the City. Acceptance by the City for any materials shail
not bind the City to accept remaining materials, future shipments or deprive the City of the right to return materials
already accepted. Acceptance by the City of delinquent or late delivery shall not constitute a waiver of a later claim
for damages and/or bind the City for future or subsequent deliveries.

Overcharges by Antitrust Violations: The City maintains that, in actual practice, overcharges resulting from
antitrust violations are borne by the City. Therefore, to the extent permitted by law, the Contractor hereby assigns
to the City any and all claims for such overcharges as to the goods and/or services used to fulfill the Contract.

Performance Standards: Equipment shall operate in accordance with the performance criteria specified in the
Request for Proposal, including the manufacturer's published specifications applicable to the equipment involved.
Equipment is expected to be available for productive use, as provided in the procurement documents.
Penalties and/or bonuses applicable to equipment and system performance, if any, shall be calculated as specified
in the Request for Proposal.

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Standard Terms and Conditions

29.

30.

31.

32.

33.

35.

36.

37.

Preparation of Specifications by Persons Other Than City Personnel: No person preparing specifications for
this Request for Proposal shall receive any direct or indirect benefit from the use of these specifications.

Procurement of Recycled Materials: If the price of recycled material that conforms to specifications is within five
percent (5%) of the lower priced material that is not recycled and the recycled Offeror is otherwise the lowest
responsive and responsible Offeror, the proposal containing recycled material shall be considered more
advantageous; provided the item(s) to be obtained contains at least the minimum amount of recycled content
material as defined in the City’s solicitation and sufficient funds have been budgeted for the purchase.

Provisions by Law: Each and every provision of law and any clause required by law to be in this Contract will 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 either party the Contract will forthwith be physically
amended to make such insertion or correction.

Public Record: After award of Contract, proposal responses shall be considered Public Record and open for public
inspection except to the extent the withholding of information is permitted or required by law. If an Offeror believes
a specific section of its proposal response is confidential, the Offeror shall mark the page(s) confidential and isolate
the pages marked confidential in a specific and clearly labeled section of its proposal response. The Offeror shall
include a written statement as to the basis for considering the marked pages confidential and the Procurement
Office will review the material and make a determination, pursuant to A.R.S. §§ 39-121, et seq., and 41-151, et seq.
A general statement of confidentiality (boiler plate statement) that is not appropriately referenced to a specific
section of the RFP will not be sufficient to warrant protection by the City. The confidential portion of the submission
must be clearly noted with accompanying justification for treating the section confidential. Failure of the vendor to
appropriately designate confidential information in this manner will relieve the City of any obligation to protect this
information as confidential.

Records: Pursuant to provisions of Title 35, Chapter 1, Article 6 Arizona Revised Statutes §§ 35-214 and 36-215,
Contractor shall retain, and shall contractually require each subcontractor to retain, all books, accounts, reports,
files and other records relating to the acquisition and performance of the Contract for a period of five (5) years after
the completion of the Contract. All such documents shall be subject to inspection and audit at reasonable times.
Upon request, a legible copy of any or all such documents shall be produced at the offices of the City Attorney or
Procurement Office.

Relationship of Parties: It is clearly understood that each party to this Contract will act in its individual capacity
and not as an agent, employee, partner, joint venture, or associate of the other party. The Contractor is an
independent Contractor and shall be solely responsible for any unemployment or disability insurance payments, or
any social security, income tax or other withholdings, deductions or payments that may be required by federal, state
or local law with respect to any compensation paid to the Offeror. An employee or agent of one party shall not be
an employee or agent of the other party for any purpose whatsoever.

Rights and Remedies: No provisions of this Request for Proposal or in the proposal shall be construed, expressly
or by implication, as a waiver by the City of any existing or future right and/or remedy available by law in the event
of any claim of default or breach of Contract. The failure of the City to insist upon strict performance of any term or
condition of the Contract or to exercise or delay the exercise of any right or remedy provided in the Contract, or by
law, shall not release the Contractor from any responsibilities or obligations imposed by the Contract or by law, and
shall not be deemed a waiver of any right of the City to insist upon the strict performance of the Contract.

Safety Standards: Allitems supplied on this Contract must 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.

Serial Numbers: Proposals shall include equipment on which the original manufacturer's serial number has not
been altered in any way. The City reserves the right to reject any and all equipment.

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Standard Terms and Conditions

38.

39.

40.

41.

42.

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

invalid provision or application.

Specially Designated Nationals and Blocked Persons List: Contractor represents and warrants to the City that
neither Contractor nor any affiliate or representative of Contractor:

A. Is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of
Foreign Asset Control, Department of the Treasury (OFAC) pursuant to Executive Order no. 13224, 66 Fed.
Reg. 49079 (“Order”);

B. Is listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules
and regulations of OFAC or any other applicable requirements contained in any enabling legislation or other
related Order(s);

c. Is engaged in activities prohibited in the Order; or,

D. Has been convicted, pleaded nolo contendre, indicted, arraigned or custodially detained on charges

involving money laundering or predicate crimes to money laundering.

Time of the Essence: Time is and shall be of the essence in this Contract. If the delivery date(s) specified herein
cannot be met, Contractor shall notify the City using an acknowledgment of receipt of order and intent to perform
without delay, for instruction. The City reserves the right to terminate this Contract and to hold Contractor liable for
any cost of cover, excess cost(s) or damage(s) incurred as a result of delay.

Unauthorized Firearms & Explosives: No person conducting business on City property is to carry a firearm or
explosive of any type. All Offerors, Contractors and subcontractors shall honor this requirement at all times and
failure to honor this requirement shall result in Contract termination and additional penalties. This requirement also
applies to any and all persons, including those who maintain a concealed weapons permit. In addition to Contract
termination, anyone carrying a firearm or explosive device will be subject to further legal action.

Warranties: Contractor expressly warrants that all materials and/or goods delivered under the Contract shall
conform to the specifications of this Contract and be merchantable and free from defects in material and
workmanship, and of the quality, size and dimensions specified herein. This express warranty shall not be waived
by way of acceptance or payment by the City, or otherwise. Contractor expressly warrants the following:

A. All workmanship shall be finest and first-class;

B. All materials and goods utilized shall be new and of the highest suitable grade for its purpose; and

Cc. All services will be performed in a good and workmanlike manner. Contractor's warranties shall survive
inspection, acceptance and/or payment by the City, and shall apply to the City, its successors, agents and
assigns.

The Contractor agrees to make good by replacement and/or repair, at its sole expense and at no cost to the City,
any defects in materials or workmanship which may appear during the period ending on a date twelve (12) months
after acceptance by the City, unless otherwise specified herein. Should Contractor fail to perform said replacement
and/or repair to City's satisfaction within a reasonable period of time, City may correct or replace said defective or
nonconforming materials and recover the costs thereof from Contractor. This warranty shall not operate to reduce
the statute of limitations period for breach of contract actions or otherwise or reduce or eliminate any legal or
equitable remedies.

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Standard Terms and Conditions

43. Work for Hire and Ownership of Deliverables: Contractor hereby agrees and covenants that all the results and
proceeds of Contractor's work and/or services for the Project specified herein, for Contractor and all of its agents,
employees, officers and subcontractors, shall be owned by the City, including the copyright thereto, as work for
hire. In the event, for any reason such results and proceeds are not deemed work for hire, Contractor agrees and
covenants that it shall be deemed to have assigned to the City all of its right, title and interests in such results,
proceeds and content to the City, without limitation. Contractor agrees to indemnify and hold the City harmless
from and against all claims, liability, losses, damages and expenses, including without limitation, legal fees and
costs, arising from or due to any actual or claimed trademark, patent or copyright infringement and any litigation
based thereon, with respect to any work, services and/or materials contemplated in this Contract. Contractor agrees
to pay to defend any and all such actions brought against the City. Contractor's obligations hereunder shall survive
acceptance by the City of all covenants herein as well as the term of the Contract itself.

44. Non-exclusive Contract: Any Contract resulting from this Request for Proposal shall be awarded with the
understanding and agreement that it is non-exclusive and entered into for the sole convenience of the City. The
City reserves the right to obtain like goods or services from another source.

45. Ordering Process: Upon award of a Contract by the Procurement Office, the City may procure the specific material
and/or service awarded by the issuance of a purchase order to the appropriate Contractor. Each purchase order
must cite the correct Contract number. Such purchase order is required for the City to order and the Contractor to
deliver the material and/or service.

46. Shipping Terms: Prices shail be F.0.B. Destination to the delivery location(s) designated herein. Contractor shall
retain title and control of all goods until they are delivered, and the Contract of coverage has been completed. All
risk of transportation and all related charges shall be the responsibility of the Contractor. The City will notify the
Contractor promptly of any damaged materials and shall assist the Contractor in arranging for inspection.
Shipments under reservation are prohibited. No tender of a bill of lading shall operate as a tender of the materials.

47. Delegated Awards: In the event this Contract is administratively awarded via delegated authority as provided for
in Section 26A-5 of the Procurement Ordinance, the Contractor acknowledges that a final Contract with the City of
Tempe requires City Council approval and possibly the signature of the Mayor. Should this Contract be rejected by
the City Council, Contractor agrees that it is immediately void and unenforceable against any party. The awarded
firm(s) will be compensated only for any and all costs incurred up to the date of notification of such termination.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 16 | Page

Special Terms and Conditions

Proposals taking exception to Special Terms & Conditions and Instructions stated within this Request for Proposal may
cause the Proposal to be considered nonresponsive and rejected.

1.

City Procurement Document: This Request for Proposal is issued by the City. No alteration of any portion of this
Request for Proposal by an Offeror is permitted and any attempt to do so shall result in vendor's proposal Offer
being considered nonresponsive and rejected. No alteration of any portion of a resultant Contract is permitted
without the written approval of the Procurement Office and any attempt to do so shall be considered a breach of the
Contract. Any such action is subject to the legal and contractual remedies available to the City inclusive of, but not
limited to, Contract termination and/or suspension of the Contractor.

Offer Acceptance Period: To allow for an adequate evaluation, the City requires the vendor's proposal Offer in
response to this Request for Proposal to be valid and irrevocable for (90) days after the proposal due time and date.

Contract Type: Term with justifiable price adjustments allowed, indefinite quantity.

Term of Contract: The term of the Contract shall commence on the date of award and shall continue for a period
of two (2) year (s) thereafter, unless terminated, canceled or extended as otherwise provided herein.

Contract Renewal: The City reserves the right to unilaterally extend the period of any resultant Contract for ninety
(90) days beyond the stated term. In addition, the City at its option may renew for supplemental terms of up to a
maximum of three (3) additional years. The period for any single renewal increment shall be determined by the
Procurement Office. Such increment shall not be for more than a period of one (1) year each, unless the City is
eligible to obtain a significant cost and/or supply advantage by a longer Contract renewal period.

Delivery & Payment Discount: Offeror must indicate promised delivery schedule and payment terms on the Price
Sheet.

Pricing:

A. Pricing accuracy and completeness are critical to the determination of an award. Offeror shall identify and
price all items being proposed.

B. In the case of system proposals, Offeror shall identify all items which are required to make the system
function in accordance with the specifications stated in the Request for Proposal.

Cc. If provided pricing pages do not cover all such items, the Offeror shall include an itemized listing of alt
required products and services in the Proposal required for all system equipment to be fully functional and
in conformity with specifications stated in the Request for Proposal.

Price Adjustment:

A. The Procurement Office will review fully documented requests for price increases after the Contract has
been in effect for twenty four (24) months. The requested price increase must be based upon a cost
increase that was clearly unpredictable at the time of the Proposal and can be shown to directly affect the
price of the item concerned. The Procurement Office will determine whether the requested price increase,
or an alternative option, is in the best interest of the City. Advanced thirty (30) day written notification by
Contractor is required for any price changes. All price adjustments will be effective on the first day of the
month following approval or acceptance by the Procurement Office. After the City approves a price increase
the Contractor shall not be eligible to receive an additional increase until twelve (12) months from the date
of the last approved price increase.

B. Price increase requests must be acknowledged in writing by the Procurement Office before becoming
effective. If not acknowledged within thirty (30) days, Contractor shall contact the Procurement Office to
ensure the price increase request was received.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 17 | Page

10.

11.

12.

13.

14,

15.

Special Terms and Conditions

Cc. The Contractor shall offer any published price reduction or if applicable to the Contract, profit sharing price
advantage to the City concurrent with its announcement to other customers. A price reduction or profit-
sharing price advantage may be offered at any time during the term of an awarded Contract and shall
become effective upon notice and acceptance. The City shall likewise be given any special sales discounts
offered to the general public, which exceed contracted price discounts extended to the City by the
Contractor.

Multiple Awards: The City has a large number and variety of potential customer departments. In order to ensure
that any ensuing Contracts will allow the City to fulfill current and future requirements, the City reserves the right to
award Contracts to multiple companies. The actual utilization of any Contract will be at the sole discretion of the
City. The fact that the City may make multiple awards should be taken into consideration by each Offeror.

Quarterly Usage Report: When requested, the Contractor shall furnish the Procurement Office a quarterly report
showing the dollar amount ordered from this Contract by items identified as set forth herein.

Brand Names: Any manufacture’s names, trade names, brand names or catalog numbers used in Contract
specifications are for the purpose 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 required by the City. An offer which proposes like quality, design or performance will be
considered by the City.

Warranty: Each proposal must include a complete and exclusive statement of the product warranty. Warranty
offers will be relatively considered as appropriate to life cycle costing.

Current Products: All Offers made in response to this Request for Proposal shall be in current and ongoing
production shall have been formally announced for general marketing purposes shall be a model or type currently
functioning in user environments and shall meet or exceed all specifications and requirements set forth in this
solicitation. Enhancements to established products need not necessarily comply with this clause and will be
reviewed on individual merits.

Inventory: The City has an ongoing requirement for the material indicated in this Request for Proposal. It is an
express condition of the award that Contractor shall maintain reasonable stock on hand for immediate delivery to
the City. Failure to maintain such stock may result in termination of the Contract.

Insurance: COl included as a PDF

A. Insurance Required: Prior to commencing services under this Contract, Contractor shall procure and
maintain for the duration of the Contract insurance against claims for injuries (including death) to persons
and damages to property, which may arise from or in connection with the performance of the work
hereunder by the Contractor, its agents, representatives, employees, subcontractors, or sub-
subcontractors. For Offerors with self-insurance, proof of self-insurance with minimum limits expressed
below must be submitted on proper forms for evaluation prior to award of Contract.

A Contract Award Notice or Purchase Order will not be issued to the Contractor until receipt of all required
insurance documents by the Procurement Office with such documents meeting all requirements herein. In
addition, before any Contract renewal, all required insurance must be on file with the Procurement Office.
Contractor must submit required insurance within ten (10) calendar days after request by the Procurement
Office or the award may be rescinded, and another Offeror selected for award.

B. Minimum Limits of Coverage: Without limiting any obligations or liabilities, the Contractor, at its sole
expense, shall purchase and maintain the minimum insurance specified below with companies duly
licensed or otherwise approved by the State of Arizona, Department of Insurance and with forms
satisfactory to the City. Each insurer shall have a current A.M. Best Company, Inc., rating of not less than
A-VII. Use of alternative insurers requires prior approval from the City.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 18 | Page

Special Terms and Conditions

i. Minimum Limits of Insurance. Contractor shall maintain the following minimum limits:

a. Commercial General Liability

Commercial general liability insurance limit of not less than $1,000,000 for each occurrence, with
a $2,000,000 general aggregate limit. The general aggregate limit shall apply separately to the
services under this Contract or the general aggregate shall be twice the required per occurrence
limit. The policy shall be primary and include coverage for bodily injury, property damage, personal
injury, products, completed operations, and blanket contractual coverage, including but not limited
to the liability assumed under the indemnification provisions of this Contract which coverage will be
at least as broad as Insurance Service Office policy form CG0001 or its equivalent.

In the event the general liability policy is written on a "claims made" basis, coverage shall extend
for two (2) years past completion and acceptance of the services as evidenced by annual
certificates of insurance. In addition, the retro date shall be no later than the start date of the
contract. The retro date shall be disclosed on the certificate of insurance.

Such policy shall contain a "severability of interests" provision.

b. Worker's Compensation

The Contractor shall carry worker's compensation insurance to cover obligations imposed by
federal and state statutes having jurisdiction of Contractor employees engaged in the performance
of services; and employer's liability insurance of not less than $100,000 for each accident, $100,000
disease for each employee and $500,000 disease policy limit.

In cases when services are subcontracted, the Contractor will require the subcontractor to provide
worker’s compensation and employer's liability to at least the same extent as provided by
Contractor.

c. Automobile Liability

Commercial business automobile liability insurance with a combined single life or bodily injury and
property damages of not less than $1,000,000 per accident regarding any owned, hired, and non-
owned vehicles assigned to or used in performance of the Contractor services. Coverage will be
at least as broad as coverage Code 1 "any auto". Insurance Service Office policy form CA0001
Y87 or any replacements thereof. Such coverage shall include coverage for loading and unloading
hazards.

Cc. Additional Insured: The insurance coverage, except for workers compensation and professional liability
coverage, required by this Contract, shall name the City, its agents, representatives, directors, officials,
employees, and officers, as additional insureds, and shall specify that insurance afforded the Contractor
shall be primary insurance. The additional insured wording on the commercial general liability policy will
be at least as broad as Insurance Services Office policy forms CG2010 04/13 edition and CG2037 04/13
edition or their equivalent. The additional insured wording on the automobile liability policy will be at least
as broad as Insurance Services Office policy form CA 20 48 or its equivalent. This provision and the naming
of the city as an additional insured shall in no way be construed as giving rise to responsibility or liability of
the City for applicable deductible amounts under such policy(s).

D. Coverage Term: All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily completed and formally
accepted by the City. Failure to do so shall constitute a material breach of this Contract.

E. Primary Coverage: Contractor's insurance shall be primary insurance to the City, and any insurance or
self-insurance maintained by the City shall not contribute to it.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 19 | Page

Special Terms and Conditions

F. Claim Reporting: Any failure to comply with the claim reporting provisions of the policies or any breach of
a policy warranty shall not affect coverage afforded under the policy to protect the City.

G. Waiver: The policies, including workers’ compensation, shall contain a waiver of transfer rights of recovery
(subrogation) against the City, its agents, representatives, directors, officers, and employees for any claims
arising out of the work or services of the Contractor.

H. Deductible/Retention: The policies may provide coverage which contain deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall be disclosed by the contractor and shall
not be applicable with respect to the coverage provided to the City under such policies. Contractor shall
be solely responsible for deductible and/or self-insurance retention and the City, at its option, may require
Contractor to secure the payment of such deductible or self-insured retentions by a surety bond or an
irrevocable and unconditional letter of credit.

I. Certificates of Insurance: Prior to commencing work or services under this Contract, Contractor shail
furnish the City with certificates of insurance, or formal endorsements as required by the Contract, issued
by the Contractor's insurer(s), as evidence that policies providing the required coverages, conditions, and
limits required by this Contract are in full force and effect. Such certificates shall identify this Contract
number or name and shall provide for not less than thirty (30) days advance notice of cancellation,
termination, or material alteration. Such certificates shall be sent directly to: Contract Administrator, City of
Tempe, P. O. Box 5002, Tempe, AZ 85280.

J. Copies of Policies: The City reserves the right to request and to receive, within ten (10) working days,
certified copies of any or all of the above policies and/or endorsements. The City shall not be obligated,
however, to review same or to advise Contractor of any deficiencies in such policies and endorsements,
and such receipt shall not relieve Contractor from, or be deemed a waiver of, the City's right to insist on
Strict fulfillment of Contractor's obligations under this Contract.

RFP # 21-083 IRRIGATION PARTS AND MATERIALS 20 | Page