Donau Carbon Agreement

City of Glendale — Regular Meeting (2022-01-11)

Extracted text (via ocr_local) 38508 characters

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
DONAU CARBON US, LLC

THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of

, 2021, between the City of Glendale, an Arizona municipal corporation (the “City”), and Donau

Carbon US, LLC, a(n) Florida limited liability company authorized to do business in Arizona
(“Contractor”), collectively, the “Parties.”

RECITALS

On March 15, 2021under S.A.V.E Cooperative Purchasing Agreement, the Water and
Wastewater Treament Chemicals entered into a contract with Contractor to purchase the
goods and services described in the City of Phoenix Contract No. 153957-0 (“Cooperative
Purchasing Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing
Agreement permits its cooperative use by other governmental agencies including the City.

Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods
and services by participating with other governmental units in cooperative purchasing
agreements when the best interests of the City would be served.

Section 2-149 also provides that the Materials Manager may enter into such cooperative
agreements without meeting the formal or informal solicitation and bid requirements of
Glendale City Code Sections 2-145 and 2-146.

The City desires to contract with Contractor for supplies or services identical, or nearly
identical, to the supplies or services Contractor is providing other units of government under
the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the
Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to
enter into this Agreement to provide the supplies and services set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference,
and the covenants and promises contained in this Linking Agreement, the parties agree as follows:

Term of Agreement. The City is purchasing supplies and/or services from Contractor
pursuant to the Cooperative Purchasing Agreement. According to the Cooperative
Purchasing Agreement, purchases can be made by governmental entities from the date of
award, which was March 15, 2021, until the date the contract expires on March 14, 2026 unless
the term of the Cooperative Purchasing Agreement is extended by the mutual agreement of
the original contracting parties. The Cooperative Purchasing Agreement, however, may not
be extended beyond March 14, 2026. The initial period of this Agreement, therefore, is the
period from the Effective Date of this Agreement until March 14, 2026. Glendale renewals
are not automatic and shall only occur if the City gives the Contractor notice of its intent to

1/2/2020

renew. The City may give the Contractor notice of its intent to renew this Agreement 30 days
prior to the anniversary of the Effective Date to effectuate such renewal.

Scope of Work; Terms, Conditions, and Specifications.

A. Contractor shall provide City the supplies and/or services identified in the Scope of
Work attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the

Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as
Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this
Agreement shall not exceed Two Hundred Thousand dollars ($200,000) for the entire
term of the Agreement (initial term plus any renewals).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national otigin, 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, wartants compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided
to the City prior to the Effective Date.

K-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
requirements of A.R.S. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 ate applicable, the
parties hereby certify that they are not currently engaged in, and agtee for the duration of the
Agreement to not engage in, a boycott of goods ot services from Israel, as that term is defined
in A.RS § 35-393.

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.

4/29/2021

10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

City of Glendale

c/o Julie Ossege

7070 W. Northern Avenue
Glendale, AZ 85303

And

Donau Carbon US, LLC
c/o Brian Hacker

551 N. US Highway 41
Dunnellon FL 34432

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year
set forth above.

“City” “Contractor”
City of Glendale, an Arizona Donau Carbon US, LLC,
municipal corporation a Florida limited liability company

By:

Kevin R. Phelps
City Manager

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
DONAU CARBON US, LLC

EXHIBIT A
(Water and Wastewater Treatment Chemicals, City of Phoenix Contract No. 153957--0)

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
DONAU CARBON US, LLC

EXHIBIT B
Scope of Work

PROJECT

Contractor will provide Powder Activated Carbon (PAC) for water treatment per the attached City

of Phoenix Contract No. 153957--0.

4/29/2021

CITY OF PHOENIX

Water Services Department
Daniel Rice
Procurement Officer

200 W. Washington St., 9'* Floor
Phoenix, AZ 85003
(602) 534-7640
daniel.rice@phoenix.gov

INVITATION FOR BID
IFB-2021-WPP-308 (DJR)

WATER AND WASTEWATER TREATMENT CHEMICALS -
REQUIREMENTS CONTRACT

Rey 12/2019

mG | CITY OF PHOENIX

| | SECTION | - INSTRUCTIONS re Sanatonas
: 9" Floor

Phoenix, AZ 85003

Please read before continuing to the offer document. This list may not include every
requirement; the purpose is to assist vendors, but vendors are expected to read and
comply with the entire solicitation.

SOLICITATION RESPONSE CHECK LIST
Check off each of the following as the necessary action is completed.
All forms have been completed and signed, including Solicitation Disclosure form.
y] All Submittals are included
Reviewed and verified prices offered.
al Checked price extensions and totals.
Included any required drawings or descriptive literature
] If required, checked and included the amount of the offer surety.
Reviewed the insurance requirements, if any, to assure compliance
Included signed addenda, if any.
Included one (1) original PDF copy submitted electronically via email; the Offer as
indicated in Submittal section.

I The electronic submission via email must have the solicitation number on the
subject line.

ia The body of the email must clearly show your company name and address, the
solicitation number, solicitation title, and the Offer opening date.

al All forms have been completed and signed, including Solicitation Disclosure form.
a All items listed in Section VI, Submittals are included

Email the response timely — City must receive Offers no later than the date and time
indicated in the Schedule of Events or addenda.

1FB-2021-WPP-308 Pg. 3 Rev. 12/2019

Phoenix, AZ 85003

- Wednesday, December 2,
en daniel. rice@phoenix. gov 2020
ark y 2:00 PM
pao 24" St. Water Treatment Plant Wednesday, December 2,
Carbon Samples 6202 N. 24" St., BLDG 2 2020
oi Phoenix, AZ 85016 2:00 PM

4, PREPARATION OF OFFER:
4.1 All forms provided in Submittal Section must be completed and submitted
with the offer. The signed and completed Solicitation Disclosure form must
be included or your offer may be deemed non-responsive.

4.2 It is permissible to copy Submittal forms if necessary. Erasures,
interlineations, or other modifications of the offer must be initialed in original
ink by the authorized person signing the offer. No offer will be altered,
amended or withdrawn after the specified offer due date and time. The City
is not responsible for Offeror’s errors or omissions.

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

4.4 — It is the responsibility of all Offerors to examine the entire solicitation and
seek clarification of any requirement that may not be clear and to check all
responses for accuracy before submitting an offer. Negligence in preparing
an offer confers no right of withdrawal after due date and time. Offerors are
strongly encouraged to
4.4.1 Consider applicable laws and/or economic conditions that may affect

cost, progress, performance, or furnishing of the products or
services.

4.4.2 Study and carefully correlate Offeror's knowledge and observations
with the solicitation and other related data.

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

444 The City does not reimburse the cost of developing, presenting or
providing any response to this solicitation. Offers submitted for
consideration should be prepared simply and economically,
providing adequate information in a straightforward and concise
manner. The Offeror is responsible for all costs incurred in
responding to this solicitation. All materials and documents

IFB-2021-WPP-308 Pg. 5 Rev. 12/2019

¢ CITY OF PHOENIX
SECTION | - INSTRUCTIONS 200 W. Washington St.,

9" Floor
| Phoenix, AZ 85003

indicated in the Schedule of Events. The City will not consider questions received
after the deadline.

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

The Procurement Officer will answer written inquiries in an addendum and publish
any addendums on the Procurement Website.

8. ADDENDA: The City of Phoenix will not be responsible for any oral instructions
made by any employees or officers of the City of Phoenix regarding this solicitation.
Any changes will be in the form of an addendum. The Offeror must acknowledge
receipt of any/all addenda by signing and returning the document with the offer
submittal.

9. _BUSINESS-IN ARIZONA: ‘The City will not enter contracts with Offerors (or any

company(ies)) not granted authority to transact business, or not in good standing,
in the state of Arizona by the Arizona Corporation Commission, unless the offeror
asserts a statutory exception prior to entering a contract with the City.

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

11. CERTIFICATION: By signature in the offer section of the Offer and Acceptance
page(s), Offeror certifies -
e The submission of the offer did not involve collusion or other anti-competitive
practices.

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

© The Offeror has not given, offered to give, nor intends to give at any time
hereafter, any economic opportunity, future employment, gift, loan, gratuity,
special discount, trip, favor, or service to a public servant in connection with the
submitted offer.

12. SUBMISSION OF OFFER:

12.1 Many City departments have reduced the number of employees onsite in
City buildings due to the COVID-19 pandemic. If you will be responding to

IFB-2021-VWWPP-308 Pg. 7 Rev. 12/2019

| ¢ CITY OF PHOENIX
| SECTION | - INSTRUCTIONS 200 W. Washington St.,
9" Floor

| Phoenix, AZ 85003
|

15. PRE-AWARD QUALIFICATIONS: Items 15.1 through 15.3 must be provided at
the time of submittal for the chemical(s) that your company submits bid(s) for, to
be considered a responsive offer.

15.1 Safety Data Sheet (SDS).

15.2 Proof of compliance with NSF requirement.

15.3 Certified quality analysis of the product offered as performed by an
independent third party laboratory certified by the appropriate
Environmental State Agency. The laboratory analysis provided will be
reviewed by City Lab to determine suitability for the City.

16. ADDITIONAL PRE-AWARD QUALIFICATION FOR POWDERED ACTIVATED
CARBON: Offerors who submit a bid for Powdered Activated Carbon shall also

submit the following -
16.1 Provide a one-pound Powdered Activated Carbon sample for performance

testing and analysis.

16.2 Ensure that the sample is securely packaged. Submitting duplicate samples
of the same type of Powdered Activated Carbon is not necessary.

16.3 Provide the iodine number, surface area, and pore size distribution plot with
the one-pound sample.

16.4 Provide a signed statement with the sample, verifying that the product
furnished under a resulting agreement will conform to the sample provided
with the Offer

16.5 Sample(s) shall be sent to the following address before the solicitation
deadline:
ATTN: Water Production Superintendent
24th St. Water Treatment Plant
6202 N, 24th St., BLDG 2
Phoenix, AZ 85016

|FB-202 1-WPP-308 Pg. 9 Rev. 12/2019

SECTION | - INSTRUCTIONS 200 W. Washington St.,
9" Floor

¢ | CITY OF PHOENIX
| Phoenix, AZ 85003
i

Section VI — Submittals, Paragraph 6, EMERGENCY TWENTY-FOUR
HOUR SERVICE

17.5 Certificate of Insurance (see Section |V — Insurance and Indemnification) -
A complete certificate of insurance in the minimum amounts and the
coverages as required in the Insurance Requirements of this solicitation.
Insurance requirements are non-negotiable.

17.6 Unless otherwise indicated, award(s) will be made to the most responsive,
responsible Offeror(s) who are regularly established in the service, or
providing the goods, contained in this solicitation and who have
demonstrated the ability to perform in an acceptable manner.

17.7 Factors that may be considered by the City include
e Technical capability of the Offeror to accomplish the scope of work
required in the Solicitation, This may include performance history on
past and current government or industrial contracts; and,

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

* Safety record; and,

* Vendor history of complaints and termination for convenience or
cause.

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

17.9 A response to a solicitation is an offer to contract with the City based upon
the terms, conditions, and specifications contained in the City’s solicitation.
Offers do not become contracts until they are executed by the Deputy
Finance Director or Department Director, A contract has its inception in the
award, eliminating a formal signing of a separate contract. For that reason,
all of the terms, conditions and specifications of the procurement contract
are contained in the solicitation, and in any addendum or contract
amendment.

18. CITY’S RIGHT TO DISQUALIFY FOR CONFLICT OF INTEREST: The City
reserves the right to disqualify any Offeror based on any real or apparent conflict
of interest that is disclosed by the offer submitted or any other data available to the

\FB-202 1-WPP-308 Pg. 11 Rev. 12/2019

CITY OF PHOENIX
SECTION | - INSTRUCTIONS 200 W. Washington St.,

= 9th Floor

Phoenix, AZ 85003

|
|

disqualification, the Offeror may follow the Protest process, unless the
Solicitation is cancelled without notice of intent to re-issue.

19.6 “To discuss” means any contact by the Offeror, regardless of whether the
City responds to the contact. Offerors that violate this policy will be
disqualified until the resulting contract(s) are awarded, or all offers or
responses are rejected and the solicitation is cancelled without any
announcement by the Procurement Officer of the City’s intent to reissue
the same or a similar solicitation. The City interprets the policy as
continuing through a cancellation of a solicitation until Council award of the
contract, as long as the City cancels with a statement that the City will rebid
the solicitation.

20. PROTEST PROCESS:

20.1 Offeror may protest the contents of a solicitation no later than seven days
before the solicitation deadline when the protest is based on an apparent
alleged mistake, impropriety or defect in the solicitation. Protests filed
regarding the solicitation may be addressed by an amendment to the
solicitation or denied by the City. If denied, the opening and award will
proceed unless the City determines that it is in the City's best interests to
set new deadlines, amend the solicitation, cancel or re-bid.

20.2 Therefore, unless otherwise notified by a formal amendment, the Protester
must adhere to all solicitation dates and deadlines, including timely filing of
an offer, regardless of filing a protest.

20.3 Offeror may protest an adverse determination issued by the City regarding
responsibility and responsiveness, within seven days of the date the Offeror
was notified of the adverse determination

20.4 Offeror may protest an award recommendation if the Offeror can establish
that it had a substantial chance of being awarded the contract and will be
harmed by the recommended award. The City will post recommendations
on the City's website to award the contract(s) to an Offeror(s). Offeror must
submit award protests within seven days after the posting of the award
recommendation, with exceptions only for good cause shown, within the
City’s full and final discretion.

20.5 All protests will be in writing, filed with the Procurement Officer identified in
the solicitation and include the following:
20.5.1 — Identification of the solicitation number.

20.5.2 The name, address and telephone number of the protester;

IF B-2021-WPP-308 Pg. 13 Rev. 12/2019

CITY OF PHOENIX |
200 W. Washington St., |
| 9% Floor

SECTION | - INSTRUCTIONS
Phoenix, AZ 85003

23, RIGHT TO DISQUALIFY: The City reserves the right to disqualify any Offeror who
fails to provide information or data requested or who provides materially inaccurate
or misleading information or data. The City further reserves the right to disqualify
any Offeror on the basis of any real or apparent conflict of interest that is disclosed
by the Offeror submitted or any other data or information available to the City. This
disqualification is at the sole discretion of the City. By submission of a solicitation
response, the Offeror waives any right to object now or at any future time, before
any agency or body including, but not limited to, the City Council of the City or any
court as to the exercise by the City of such right to disqualify or as to any
disqualification by reason of real or apparent conflict of interest determined by the
City. The City reserves the right to replace the disqualified Offeror

24. CONTRACT AWARD: The City reserves the right to award a contract by individual
line items, by group, all or none, or any other combination most advantageous to
the City. The City reserves the right to multiple award.

25. EQUAL LOW OFFER: Contract award will be made by putting the names of the
tied vendors in a cup for a blind drawing limited to those bidders with tied offers.
If time permits, the offerors involved will be given an opportunity to attend the
drawing. The drawing will be witnessed by at least three persons, and the contract
file will contain the names and addresses of the witnesses.

26. DETERMINING RESPONSIVENESS AND RESPONSIBILITY:
26.1 Offers will be reviewed for documentation of minimum qualifications,
completeness, and compliance with the Solicitation requirements. The City
reserves sole discretion to determine responsiveness and responsibility.

26.2 Responsiveness: Nonresponsive Offers will not be considered in the
evaluation process. The solicitation states criteria that determine
responsiveness, and the solicitation includes terms and conditions that if
included or excluded from Offers (as the case may be) will render an Offer
nonresponsive.

26.3 Exceptions, conditions, reservations, or understandings are presumed to be
unacceptable, and an Offer that includes unacceptable exceptions,
conditions, reservations, or understandings may be rejected as
nonresponsive. Alternatively, the City in its sole discretion may instruct in
writing that any Offeror remove the conditions, exceptions, reservations or
understandings. If the Offeror fails to do so in writing, the City may
determine the Offer to be nonresponsive.

26.4 Responsibility: To obtain true economy, the City must conduct solicitations
to minimize the possibility of a subsequent default by the contractor, late

1FB-2021-WPP-308 Pg. 15 Rev. 12/2019

SECTION II - STANDARD TERMS AND CONDITIONS

CITY OF PHOENIX
200 W. Washington St., |
9t* Floor
Phoenix, AZ 85003

i DEFINITION OF KEY WORDS USED IN THE SOLICITATION:

Shall, Will, Must:

Should:

May:

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

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

Indicates something that is not mandatory but permissible.

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

“ARS”

“Buyer” or “Procurement
Officer”

"Contractor"

“Contract” or
“Agreement”

“Days”

“Water Services
Director"

IFB-202 1-WPP-308

Arizona Revised Statute

City of Phoenix staff person responsible for the solicitation.
The City employee or employees who have specifically
been designated to act as a contact person or persons to
the Contractor, and responsible for monitoring and
overseeing the Contractor's performance under this
contract

The City of Phoenix

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

The legal agreement executed between the City of
Phoenix, AZ and the Contractor.

Means calendar days unless otherwise specified.
The contracting authority for the Water Services
Department, City of Phoenix, AZ, authorized to sign

contracts and amendments thereto on behalf of the City of
Phoenix, AZ.

Pg. 17 Rey. 12/2019

CITY OF PHOENIX

SECTION Il STANDARD TERMS AND CONDITIONS — (| 220 W. oe rengion =

Phoenix, AZ 85003

2.3

2.5

IFB-202 1-WPP-308

2.2.2 Standard terms and conditions.

2.2.3. Amendments.

2.24 Statement or scope of work.

2.2.5 Specifications

2.26 Attachments.

2.2.7 Exhibits.

2.2.8 Instructions to Contractors.

2.2.9 Other documents referenced or included in the Solicitation.

ORGANIZATION - EMPLOYMENT DISCLAIMER: The Agreement
resulting hereunder is not intended to constitute, create, give rise to or
otherwise recognize a joint venture agreement or relationship, partnership
or formal business organization of any kind, and the rights and obligations of
the parties will be only those expressly set forth in the agreement. The
parties agree that no persons supplied by the Contractor in the performance
of Contractor's obligations under the agreement are considered to be City’s
employees and that no rights of City civil service, retirement or personnel
tules accrue to such persons. The Contractor will have total responsibility for
all salaries, wage bonuses, retirement, withholdings, workmen's
compensation, occupational disease compensation, unemployment
compensation, other employee benefits and all taxes and premiums
appurtenant thereto concerning such persons, and will save and hold the
City harmless with respect thereto.

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

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

Pg. 19 Rev. 12/2019

IFB-2021-WPP-308

| ¢ | CITY OF PHOENIX
SECTION Il~ STANDARD TERMS AND CONDITIONS | 70° W. Washington St,
: | Phoenix, AZ 85003
Se a2 —_
3.3 EQUAL EMPLOYMENT OPPORTUNITY AND PAY: In order to do business

with the City, Contractor must comply with Phoenix City Code, 1969, Chapter

18, Article V, as amended, Equal Employment Opportunity Requirements.

Contractor will direct any questions in regard to these requirements to the

Equal Opportunity Department, (602) 262-6790.

3.3.1 For a Contractor with 35 employees or fewer: Contractor in
performing under this Agreement shall not discriminate against any
worker, employee or applicant, or any member of the public, because
of race, color, religion, sex, national origin, age, or disability, nor
otherwise commit an unfair employment practice. The Contractor will
ensure that applicants are employed, and employees are dealt with
during employment without regard to their race, color, religion, sex,
national origin, age, or disability. Such action shall include but not be
limited to the following: employment, promotion, demotion or transfer,
recruitment or recruitment advertising, layoff or termination: rates of
pay or other forms of compensation; and selection for training;
including apprenticeship. The Contractor further agrees that this
clause will be incorporated in all subcontracts related to this
Agreement that involve furnishing skilled, unskilled and union labor,
or who may perform any such labor or services in connection with this
Agreement. Contractor further agrees that this clause will be
incorporated in all subcontracts, Contractor agreements or subleases
of this agreement entered into by supplier/lessee.

3.3.2 For a Contractor with more than 35 employees: Contractor in
performing under this Agreement shall not discriminate against any
worker, employee or applicant, or any member of the public, because
of race, color, religion, sex, national origin, age, or disability, nor
otherwise commit an unfair employment practice. The Contractor will
ensure that applicants are employed, and employees are dealt with
during employment without regard to their race, color, religion, sex,
national origin, age, or disability, and shall adhere to a policy to pay
equal compensation to men and women who perform jobs that require
substantially equal skill, effort, and responsibility, and that are
performed within the same establishment under similar working
conditions. Such action shall include but not be limited to the
following: employment, promotion, demotion or transfer, recruitment
or recruitment advertising, layoff or termination; rates of pay or other
forms of compensation; and selection for training; including
apprenticeship. The Contractor further agrees that this clause will be
incorporated in all subcontracts with all labor organizations furnishing
skilled, unskilled and union labor, or who may perform any such labor
or services in connection with this contract. Contractor further agrees

Pg, 21 Rev, 12/2019

nG 2 | | CITY OF PHOENIX |
SECTION Il STANDARD TERMS AND CONDITIONS 200 W, eee ote
Phoenix, AZ 85003

3.5.1 At the request of City representatives, the Contractor will provide the
City:
3.5.2.1 Environmental, safety and health regulatory compliance
documents (written safety programs, training records,
permits, etc.) applicable to services provided by the
Contractor in this contract.

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

The City will have the right, but not the obligation to inspect the facilities,
transportation vehicles or vessels, containers and disposal facilities provided
by the Contractor or subcontractor. The City will also have the right to inspect
operations conducted by the Contractor or subcontractor in the performance
of this agreement. The City further reserves the right to make unannounced
inspections of the Contractor's facilities (during normal business hours).

3.6 COMPLIANCE WITH LAWS: Contractor agrees to fully observe and comply
with all applicable Federal, State and local laws, regulations, standards,
codes and ordinances when performing under this Contract regardless of
whether they are being referred to by the City. Contractor agrees to permit
City inspection of Contractor's business records, including personnel records
to verify any such compliance.

Because the contractor will be acting as an independent contractor, the City
assumes no responsibility for the Contractor's acts.

3.7 LAWFUL PRESENCE REQUIREMENT: Pursuant to A.R.S. §§ 1-501 and -
502, the City of Phoenix is prohibited from awarding a contract to any natural
person who cannot establish that he or she is lawfully present in the United
States. In order to establish lawful presence, this person must produce
qualifying identification and sign a City-provided affidavit affirming that the
identification provided is genuine. This requirement will be imposed at the
time of contract award. In the event the prevailing responder is unable to
satisfy this requirement, the City will offer the award to the next-highest
scoring responder. The law does not apply to fictitious entities such as
corporations, partnerships and limited liability companies.

3.8 CONTINUATION DURING DISPUTES: Contractor agrees that

notwithstanding the existence of any dispute between the parties, insofar as
is possible, under the terms of the contract, the Contractor will continue to

IFB-202 1-WPP-308 Pg. 23 Rev 12/2019

¢- . | i CITY OF PHOENIX

SECTION I!- STANDARD TERMS AND CONDITIONS ~—| 220 W- pri enel dual St,

Phoenix, AZ 85003
|

adopted, said determination being the determination of the City Council at
the time of the adoption of the budget.

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

4.8 F.O.B. POINT: All prices are to be quoted F.O.B. delivered, unless specified
elsewhere in this solicitation.

5. CONTRACT CHANGES:

6.1 CONTRACT AMENDMENTS: Contracts will be modified only by a written
contract amendment signed persons duly authorized to enter into contracts
on behalf of the Contractor. No verbal agreement or conversation with any
officer, agent, or employee of the City either before or after execution of the
contract, will affect or modify any of the terms or obligations contained or to
be contained in the contract. Any such verbal agreements or conversation
shall be considered as unofficial information and in no way binding upon the
City or the Contractor. All agreements shall be in writing and contract
changes shall be by written amendment signed by both parties.

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

5.3. NON-EXCLUSIVE CONTRACT: Any contract resulting from this solicitation
will be awarded with the understanding and agreement that it is for the sole
convenience of the City. The City reserves the right to obtain like goods or
services from another source when necessary.

6. RISK OF LOSS AND LIABILITY:

6.1 TITLE AND RISK OF LOSS: The title and risk of loss of material or service
will not pass to the City until the City actually receives the material or service

IFB-2021-WPP-308 Pg. 25 Rev. 12/2019

6.6

CITY OF PHOENIX

200 W. Washington St., |

SECTION If - STANDARD TERMS AND CONDITIONS 9 Floor
Phoenix, AZ 85003

authorized representative, performance becomes unsatisfactory, the City
will notify the Contractor.

The Contractor will have 30 days from that time to correct any specific
instances of unsatisfactory performance, unless a different amount of time
is specified in the agreement. In the event the unsatisfactory performance is
not corrected within the time specified, the City will have the immediate right
to complete the work to its satisfaction and will deduct the cost to cover from
any balances due or to become due the Contractor. Repeated incidences of
unsatisfactory performance may result in cancellation of the agreement for
default.

DAMAGE TO CITY PROPERTY: Contractor will perform all work so that no
damage to the building or grounds results. Contractor will repair any damage
caused to the satisfaction of the City at no cost to the City

Contractor will take care to avoid damage to adjacent finished materials that
are to remain. If finished materials are damaged, Contractor will repair and
finish to match existing material as approved by the City at Contractor's
expense.

Ue CITY’S CONTRACTUAL RIGHTS:

7.1

7.2

7.3

7.4

IFB-2021-WPP-308

Whenever one party to this contract in good faith has reason to question the
other party's intent to perform, the former party may demand that the other
party give a written assurance of this intent to perform. In the event that a
demand is made and no written assurance is given within five days, the
demanding party may treat this failure as an anticipatory repudiation of this
contract

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

DEFAULT IN ONE INSTALLMENT TO CONSTITUTE BREACH: Each
installment or lot of the agreement is dependent on every other installment
or lotand a delivery of non-conforming goods ora default of any nature under
one installment or lot will impair the value of the whole agreement and
constitutes a total breach of the agreement as a whole.

ON TIME DELIVERY: Because the City is providing services which involve
health, safety and welfare of the general public, delivery time is of the
essence. Delivery must be made in accordance with the delivery schedule
promised by the Contractor.

Pg 27 Rev. 12/2019

}

| «¢ | CITY OF PHOENIX

SECTION Il- STANDARD TERMS AND ConpITIONS ~— | 220 W- Pore ae

Phoenix, AZ 85003 |
I - |

8.2. CONDITIONS AND CAUSES FOR TERMINATION:

8.2.1 This contract may be terminated at any time by mutual written
consent, or by the City, with or without cause, upon giving 30-day
written notice to Contractor. The City at its convenience, by written
notice, may terminate this contract, in whole or in part. If this contract
is terminated, the City will be liable only for payment under the
payment provisions of this contract for services rendered and
accepted material received by the City before the effective date of
termination. Title to all materials, work-in-process and completed but
undeliverable goods, will pass to the City after costs are claimed and
allowed. The Seller will submit detailed cost claims in an acceptable
manner and will permit the City to examine such books and records
as may be necessary in order to verify the reasonableness of any
claims

8.2.2 The City reserves the right to cancel the whole or any part of this
contract due to failure of Contractor to carry out any term, promise, or
condition of the contract. The City will issue a written notice of default
to Contractor for acting or failing to act as in any of the following:
® In the opinion of the City, Contractor provides personnel who

do not meet the requirements of the contract;

° In the opinion of the City, Contractor fails to perform
adequately the stipulations, conditions or
services/specifications required in this contract;

° In the opinion of the City, Contractor attempts to impose on the
City personnel or materials, products or workmanship, which
is of an unacceptable quality;

. Contractor fails to furnish the required service and/or product
within the time stipulated in the contract;

° In the opinion of the City, Contractor fails to make progress in
the performance of the requirements of the contract and/or
give the City a positive indication that Contractor will not or
cannot perform to the requirements of the contract.

8.3. CONTRACT CANCELLATION: All parties acknowledge that this contract is

subject to cancellation by the City of Phoenix pursuant to the provision of
Section 38-511, Arizona Revised Statutes.

|FB-2021-WPP-308 Pg. 29 Rev. 12/2019