Linking Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
REDDY ICE CORPORATION
THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of

, 2022, between the City of Glendale, an Arizona municipal corporation (the “City”), and Reddy

Ice Corporation, an Arizona corporation authorized to do business in Arizona (“Contractor”),
collectively, the “Parties.”

fe)

RECITALS

On January 1, 2019 under S.A.V.E Cooperative Purchasing Agreement, the City of Phoenix
entered into a contract with Contractor to purchase the goods and services described in the
Ice and Ice Storage Contract No. 148623 (“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 setved.

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 Agteement.

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 patties agree as follows:

1.

Term of Agreement. ‘The City is purchasing supplies and/or services from Contractor
pursuant to the Cooperative Purchasing Agreement. The Cooperative Purchasing Agreement
currently allows for putchases to be made through December 30, 2022 unless its term is
extended by the mutual agreement of the original contracting parties. The Cooperative
Purchasing Agreement, however, may not be extended beyond December 31, 2024. The initial
period of this Agreement, therefote, is the petiod from the Effective Date of this Agreement
until December 31, 2022. The City may renew the term of this Agreement for two one-year
terms until the Cooperative Purchasing Agreement expires on December 31, 2024. Glendale
renewals are not automatic and shall only occur if the City gives the Contractor notice of its

1/2/2020

intent to 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 tetms, 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 $300,000 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 origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the
same requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.

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

E-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 are 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 or services from Israel, as that term is defined
in A.R.S § 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 Ernie Ruiz, Jr.
Landfill Superintendent
11480 W Glendale Avenue
Glendale, AZ 85307

And

Reddy Ice Corporation
c/o James Mackie

West Region Account Executive

5710 LBJ Freeway, Suite 300
Dallas, TX 75240

Tel: 801-793-5285

Email: jmackie@reddyice.com

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and yeat

set forth above.
“City”
City of Glendale, an Arizona

municipal corporation

By:

Kevin R. Phelps
City Manager

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

“Contractor”

Reddy Ice Corporation,
an Arizona corporation

By: Cin Wlackue
Name: mes Mackie
Title: West Region Account Executive

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
REDDY ICE CORPORATION

EXHIBIT A
See Attached City of Phoenix Agreement No. 148623
ICE AND ICE STORAGE

4/29/2021

(

148623--0

CITY OF PHOENIX

FINANCE DEPARTMENT

INVITATION FOR BID
IFB 18-319 Ice and Ice Storage
Requirements Contract

Tyree Jefferson
Procurement Officer
251 W. Washington St 8" Fi
Phoenix, AZ 85003
Phone: (602) 534-2743
tyree.jefferson@phoenix.gov
Date posted on website (8/08/2018)

TABLE OF CONTENTS CITY OF PHOENIX

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SECTION | - INSTRUCTIONS

Please read before continuing to the offer document.

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. ©

All Submittals are included.

Reviewed and verified prices offered.

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 the specified number of copies of the offer as indicated in Submittal
section.

Included signed addenda, if any.

Addressed the mailing envelope to the Procurement Officer on the solicitation
front page, at the address listed.

The mailing envelope clearly shows your company name and address, the
solicitation number, and the offer opening date.

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

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¢

SECTION | - INSTRUCTIONS

SECTION | - INSTRUCTIONS

The City of Phoenix invites sealed offers for Ice and Ice Storage for a five-year
period.

This solicitation is available through Arizona Relay Service 7-1-1. Please call TTY
800-367-8939 for assistance.

Notwithstanding the foregoing, this Agreement will terminate upon the earliest
occurrence of any of the following:

* reaching the end of the term and any extensions exercised as set forth above;
* payment of the maximum authorized compensation under this Agreement; or

* termination pursuant to the provisions of this Agreement.

1. CITY’S VENDOR SELF-REGISTRATION AND NOTIFICATION: Vendors must
be registered in the City's eProcurement Self-Registration System at
https/www.phoenix.gov/financesite/Pages/EProc-help.aspx in order to receive
solicitation notices, respond to solicitations and access procurement information.
The City may, at its sole discretion, reject any offer from an Offeror who has not
registered in the City’s eProcurement system.

ad
August 8, 2018

Written Inquiries Due Date August 14, 2018 at 5:00 pm
Offer Due Date August 24, 2018 at 2:00 pm
Offer Submittal Location 251 W. Washington Street, 8" Floor

Phoenix, AZ 85003

The City reserves the right to change dates and/or locations as necessary, and
the City does not always hold a Pre-Offer Conference or Site visit.

3. OBTAINING A COPY OF THE SOLICITATION AND ADDENDA: Interested
Offerors may download the complete solicitation and addenda from
https://www.phoenix.gov/solicitations. Internet access is available at all public
libraries. Any interested offerors without internet access may obtain this

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SECTION | - INSTRUCTIONS

solicitation by calling the Procurement Officer or picking up a copy during regular
business hours at the City of Phoenix Finance Department, Procurement Division,
251 W. Washington Street, 8th Floor, Phoenix, AZ. It is the Offeror's responsibility
to check the website and verify all required information is submitted with their

offer.

4. PREPARATION OF OFFER:

4.1.

4.2.

4.3.
44,

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.

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

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

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

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.

4.4.4. 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
submitted in response to this solicitation become the property of
the City and will not be returned.

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=

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

4.4.6. Offer responses submitted for products considered by the seller
to be acceptable alternates to the brand names or
manufacturer's catalog references specified herein must be
submitted with technical literature and/or detailed product
brochures for the City’s use to evaluate the products offered.
Offers submitted without this product information may be
considered as non-responsive and rejected. The City will be the
sole judge as to the acceptability of alternate products offered.

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

5. EXCEPTIONS: Offeror must not take any exceptions to any terms, conditions or
material requirements of this solicitation. Offers submitted with exceptions will be
deemed non-responsive and disqualified from further consideration. Offerors must
conform to all of the requirements specified in the solicitation. The City
encourages Offerors to send inquiries to the procurement officer rather than
including exceptions in their Offer.

6. INQUIRIES: All questions that arise relating to this solicitation should be directed
via email to the Procurement Officer and must be received by the due date
indicated in the Schedule of Events. The City will not consider questions received
after the deadline.

No informal contact initiated by Offerors on the proposed service will be allowed
with members of City's staff from date of distribution of this solicitation until after
the closing date and time for the submission of offers. 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.

7. ADDENDA: The City of Phoenix will not be responsible for any oral instructions
made by any employees or officers of the City of Phoenix in regard to the offering

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instructions, plans, drawings, specifications, or contract documents. Any changes
to the plans, drawings and specifications 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.

8. BUSINESS IN ARIZONA: The City will not enter into contracts with foreign
corporations not granted authority to transact business, or not in good standing in
the state of Arizona, with the Arizona Corporation Commission.

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

10. CERTIFICATION: By signature in the offer section of the Offer and Acceptance
page, 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.

11.SUBMISSION OF OFFER: Offers must be in possession of the Department on or
prior to the exact time and date indicated in the Schedule of Events. Late offers
will not be considered. The prevailing clock will be the City Department's clock.

Offers must be submitted in a sealed envelope and the following information
should be noted on the outside of the envelope:

Offeror's Name

Offeror's Address (as shown on the Certification Page)
Solicitation Number

Solicitation Title

All offers must be completed in ink or typewritten. Include the number of copies
that are required as indicated in the Submittal section.

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12. WITHDRAWAL OF OFFER: At any time prior to the solicitation due date and

time, an Offeror (or designated representative) may withdraw the offer by
submitting a request in writing and signed by a duly authorized representative.

13. OFFER RESULTS: Offers will be opened on the offer due date, time and location

indicated in the Schedule of Events at which time the name of each Offeror and
the prices will be read. Offers and other information received in response to the
solicitation will be shown only to authorized City personnel having a legitimate
interest in them or persons assisting the City in the evaluation. Offers are not
available for public inspection until after the City has posted the award
recommendation on the City’s website.

The City will post a preliminary offer tabulation on the City’s website,
https:/Avww.phoenix.gov/solicitations within five calendar days of the offer
opening. The City will post the information on the preliminary tabulation as it was
read during the offer opening. The City makes no guarantee as to the accuracy of
any information on the preliminary tabulation. Once the City has evaluated the
offers, the City will post an award recommendation on the website. The City will
not provide any further notification to unsuccessful Offerors.

14. AWARD OF CONTRACT: Unless otherwise indicated, award(s) will be made to

the lowest responsive, responsible Offeror(s) who are regularly established in the
service contained in this solicitation and who have demonstrated the ability to
perform the required service in an acceptable manner.

14.1. Factors that will be considered by the City include:

* Technical capability of the Offeror to accomplish the scope of work
required in the Solicitation. This includes 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 performance and termination for convenience or
cause.

14.2. 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,

14.3. 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

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solicitation. Offers do not become contracts until the Deputy Finance
Director or Department Director executes and City Clerk records. 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.

15. SOLICITATION TRANSPARENCY POLICY:

15.1.

15.2.

15.3.

15.4.

Commencing on the date and time a solicitation is published, potential
or actual offerors or respondents(including their representatives) shall
only discuss matters associated with the solicitation with the Mayor, any
members of City Council, the City Manager, any Deputy City Manager,
or any department director directly associated with the solicitation
(including in each case their assigned staff, except for the designated
procurement officer) at a public meeting, posted under Arizona
Statutes, until the resulting contract(s) are awarded to 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 similar solicitation.

As long as the solicitation is not discussed, Offerors may continue to
conduct business with the City and discuss business that is unrelated to
the solicitation with the City staff. Offerors may not discuss the
solicitation with any City employees or evaluation panel members,
except the procurement officer.

Offerors may discuss their proposal or the solicitation with the Mayor or
one or more members of the Phoenix City Council, provided such
meetings are scheduled through the Procurement Officer, and are
posted as open meetings with the City Clerk at least 24 hours prior to
the scheduled meetings. The City Clerk will be responsible for posting
the meetings. The posted notice shall identify the participants and the
subject matter, as well as invite the public to participate.

With respect to the selection of the successful Offerors, the City
Manager and/or City Manager's Office will continue the past practice of
exerting no undue influence on the process. In all solicitations of bids
and proposals, any direction on the selection from the City Manager
and/or City Manager's Office and Department Head (or representative)

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15.5.

15.6.

to the proposal review panel or selecting authority must be provided in
writing to all prospective Offerors.

This policy is intended to create a level playing field for all Offerors,
assure that contracts are awarded in public, and protect the integrity of
the selection process. PROPOSERS THAT VIOLATE THIS POLICY
SHALL BE DISQUALIFIED. After official Notice is received by the City
for disqualification, the Proposer may follow the Protest process, unless
the Solicitation is cancelled without notice of intent to re-issue.

“To discuss” means any contact by the proposer, regardless of whether
the City responds to the contact. Offerors that violate this policy shall be
disqualified until the resulting contract(s) are awarded, or ail 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.

16.PROTEST PROCESS:

16.1.

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

16.2.

16.3.

16.4,

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.

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,

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,

Offeror may protest an award recommendation if the Offeror can
establish that it had a substantial chance of being awarded the contract

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SECTION | - INSTRUCTIONS

and will be harmed by the recommended award. The City will post
recommendations to award the contract(s) to a particular Offeror on the
City’s website. 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.

16.5. All protests will be in writing, filed with the Procurement Officer identified
in the solicitation and include the following:
e Identification of the solicitation number;
e The name, address and telephone number of the protester;
e A detailed statement describing the legal and factual grounds for the
protest, including copies of relevant documents;
¢ The form of relief requested; and
e The signature of the protester or its authorized representative.

16.6. The Procurement Officer will render a written decision within a
reasonable period of time after the protest is filed. The City will not
request City Council authorization to award the contract until the protest
process is complete. All protests and appeals must be submitted in
accordance with the City’s Procurement Code, (Phoenix City Code, Ch.
43), and administrative regulation 3.10 and any protests or appeals not
submitted within the time requirements will not be considered. Protests
must be filed with the Procurement Officer.

17.PUBLIC RECORD: All Offers submitted in response to this solicitation will
become the property of the City and become a matter of public record available
for review pursuant to Arizona State law. If an Offeror believes that a specific
section of its Offer response is confidential, the Offeror will isolate the pages
marked confidential in a specific and clearly labeled section of its Offer response.
An Offeror may request specific information contained within its Offer is treated by
the Procurement Officer as confidential provided the Offeror clearly labels the
information “confidential.” To the extent necessary for the evaluation process,
information marked as “confidential” will not be treated as confidential. Once ‘the
procurement file becomes available for public inspection, the Procurement Officer
will not make any information identified by the Offerors as “confidential” available
to the public unless necessary to support the evaluation process or if specifically
requested in accordance with applicable public records law. When a public
records request for such information is received, the Procurement Officer will
notify the Offeror in writing of any request to view any portion of its Offer marked
“confidential.” The Offeror will have the time set forth in the notice to obtain a court

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order enjoining such disclosure. if the Offeror does not provide the Procurement
Officer with a court order enjoining release of the information during the
designated time, the Procurement Officer will make the information requested
available for inspection.

18.LATE OFFERS: Late Offers must be rejected, except for good cause. If a late
Offer is submitted, the Department will document the date and time of the
submittal of the late Offer, keep the Offer and notify the Offeror that its Offer was
disqualified for being a late Offer.

19.RIGHT TO DISQUALIFY: The City reserves the tight 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.

20.CONTRACT AWARD: The City reserves the tight 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.

21.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.

22.DETERMINING RESPONSIVENESS AND RESPONSIBILITY: 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.

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.

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Responsibility: To obtain true economy, the City must conduct solicitations to
minimize the possibility of a subsequent default by the Offeror, late deliveries, or
other unsatisfactory performance that may result in additional administrative
costs. It is important that the Offeror be a responsible Offeror. Responsibility
includes the Offeror’s integrity, skill, capacity, experience, and facilities for
conducting the work to be performed.

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SECTION Il - STANDARD TERMS AND CONDITIONS

SECTION II - STANDARD TERMS AND CONDITIONS

1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION:

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 Offeror fails to provide recommended
information, the City may, at its sole option, ask the Offeror
to provide the information or evaluate the offer without the
information.

Indicates something that is not mandatory but permissible.

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

“Procurement Officer”

"City"
"Contractor"

“Contract” or “Agreement”
“Days”

“Deputy Finance Director”

or “Department Director"

“Employer”

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 |
Offeror, and responsible for monitoring and overseeing the '
Offeror's performance under this contract. |

The City of Phoenix
The individual, partnership, or corporation who, 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 Offeror.

Means calendar days unless otherwise specified.

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

Any individual or type of organization that transacts business

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SECTION Il- STANDARD TERMS AND CONDITIONS

“Offer”

“Offeror”

“Solicitation”

“Suppliers”

“Vendor” or “Seller”

in this state, that has a license issued by an agency in this
state and employs one or more employees in this state.
Employer includes this state, any political subdivision of this
state and self-employed persons. In the case of an
independent Offeror, employer means the independent
Offeror and does not mean the person or organization that
uses contract labor. (A.R.S. 23-211).

Means a response from a supplier, Offeror or service
provider to a solicitation request that, if awarded, binds the
supplier, Offeror or service provider to perform in accordance
with ithe contract. Same as bid, proposal, quotation or tender.

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

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

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

A seller of goods or services.

2, CONTRACT INTERPRETATION:
2.1. APPLICABLE LAW: This Contract will be governed by the law of the State
of Arizona, and suits pertaining to this Contract will be brought only in
Federal or State courts in Maricopa County, State of Arizona.

2,2, CONTRACT ORDER OF PRECEDENCE: In the event of a conflict in the
provisions of the Contract, as accepted by the City and as they may be
amended, the following will prevail in the order set forth below:

Special terms and conditions
Standard terms and conditions
Amendments

Statement or scope of work

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Solicitation Number _IFB 18-319 Rev 1 3/2017 (JMK)

SECTION Il - STANDARD TERMS AND CONDITIONS

Specifications

Attachments

Submittals

Exhibits

Instructions to Offerors

Other documents referenced or included in the Invitation for Offer

2.3. 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 rules accrue to such persons. The Contractor will
have total responsibility for all salaries, wage bonuses, retirement,
withholdings, | workmen’s compensation, occupational disease
compensation, unemployment compensation, other employee benefits and
all taxes and premiums appurtenant thereto concerning such persons, and
will save and hold the City harmless with respect thereto.

2.4. 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.

2.5. 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.

2.6. PAROL EVIDENCE: This Agreement is intended by the parties as a final
expression of their agreement and is intended also as a complete and
exclusive statement of the terms of this agreement. No course of prior
dealings between the parties and no usage in the trade will be relevant to
supplement or explain any term used in this Contract. Acceptance or
acquiescence in a course of performance rendered under this contract will
not be relevant to determine the meaning of this Contract even though the

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Solicitation Number _IFB 18-319 Rev 1 3/2017 (JMK)