LA Ritz Safety, LLC for Gloves

LINKING AGREEMENT

BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RITZ SAFETY, LLC
This Linking Agreement (“Agreement”) is entered into as of this day of , 2023, between the

City of Glendale, an Arizona municipal corporation (“City”), and Ritz Safety, LLC, an Ohio limited liability
company, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

On November 4, 2022 under S.A.V.E Cooperative Purchasing Agreement, the City of ‘Tempe
entered into a contract with Contractor to purchase the goods and setvices described in the Safety
Supplies and Equipment Contract No. T23-007-01 (“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
setvices 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 neatly identical, to
the supplies or services Conttactor 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:

1.

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 November 4,
2022, until the date the contract expites on November 3, 2024 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 November 3, 2027. The
initial period of this Agreement, therefore, is the period from the Effective Date of this Agreement
until November 3, 2024. The City may renew the term of this Agreement for (3) three, one-year
terms until the Cooperative Purchasing Agreement expires on November 3, 2027. Glendale
renewals are not automatic and shall only occur if the City gives the Contractor notice of its 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.

1
05/10/2023

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 One hundered and fifty thousand dollars ($150,000) 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
ARS. § 41-4401.

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

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and

during the term of this Agreement, will not use:
a. the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

05/10/2023

c. any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

iseel0--- Attestation of PC] 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.
11. 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 Ave.
Glendale, AZ 85303

And

dhe Ritz Safety, LLC
c/o Eric Lara
3010 S. 527 St.
Tempe, AZ 85282

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 Ritz Safety, LLC,
municipal corporation an Ohio limited liability company
By: BAZ
Kevin R. Phelps nike Exic Lara
City Manager Title: Disttict Sales & Operations Manget-Phoenix
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

05/10/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RITZ SAFETY, LLC

EXHIBIT A
Safety Supplies and Equipment
(33 pages)

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RITZ SAFETY, LLC

EXHIBIT B
Scope of Work
(1 page)

PROJECT

Purchase of various types of gloves for inventory as needed for Personal Protective Equipment (PPF).

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RITZ SAFETY, LLC

EXHIBIT C
(1 page)

METHOD AND AMOUNT OF COMPENSATION

Contractor will be compensated for the purchase of gloves as needed per the attached City of Tempe
Contract T23-007-01.

NOT TO EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work required by the
Project must not exceed $150,000 for the entire term of the Agreement.

DETAILED PROJECT COMPENSATION

Detailed compensation is outlined on the attached City of Tempe Contract Award Notice.

Contract Award Notice

Contract Number: 123-007-01

Description:

100457
AGS Ritz Safety
Attn: Jessica Phillips
3010 S. 52" Street
Tempe, AZ 85282
Phone: 602-535-2030
Cell: 602-570-7551
Email:

Safety Supplies and Equipment

Jessica. phillips@ritzsafety.com

Financial Services i ¢
Procurement Office
20 E. 6" Street
Tempe, AZ 85281

Tempe.

SAaseaniy weaves 9 Thee thesert

Issue Date: 11/04/2022

Award Period
Beginning: 11/04/2022
Ending: 11/03/2024

Potential Renewals: 3, 1-year Renewal Options

This Contract Award Notice is issued for the purchase of goods, materials and/or services as requested by the above noted
solicitation/contract number. The contract shall remain in effect as noted in the award period block unless extended,
renewed or canceled per terms and conditions of the solicitation.

It is to be noted that any contracted vendor document(s) that conflict with the language and requirements of the City's
solicitation are not acceptable and will void the contract. In addition, contracted vendor is not to begin work or make delivery
of awarded items until any and all required insurance and/or performance bonds are posted with the City Procurement

Office.

If contracted vendor has a change of address for mailing payments and/or for mailing future bid solicitations, it is the vendor's
responsibility to notify the City Procurement Officer identified with this contract and to ensure all such mailing address

information is kept current.

Please note that your City of Tempe contract number should appear on all shipping documents, invoices and statements.
Invoices are to be sent directly to the requesting department.

Award Information

priced per pair - Substitutions OK

Item Description Cost
Group E - Gloves
1. Gloves, Cloth Brown Jersey, cotton, 9 ounces, mens, priced per dozen $8.31 Per Dozen
2. Bie ees Manne hee . arpa less), Powder Free, Grey, Black or $11.40 Per Box
3. Se ay Pigskin Drivers — (Colored Cuff by size) Medium - 2XL, $14.74 Per Dozen
4 Glove, Mechanics, Ergodyne Proflex Model 710, Sizes: Medium - 2XL, $20.38 Per Dozen

Description

Catalog Discount

Website where catalog/pricing can be viewed

(%)
Group O -Catalog Discount Per Group for items not identified above
https://Awww.ritzsafety.com/
. 0,
Groupie i@loves 15% https:/Awww.agssafety.com/
htoe, Moodr~ Michael Greene

Michael Greene [Nov 7, 2022 145oT)

Lisa Goodman, NIGP-CPP, CPPO, CPPB
Procurement Officer

Michael Greene, C.P.M., CPPO
Procurement Administrator

All terms and conditions of this Award Document are per the City's Solicitation Document

Making waves in the desert

INVITATION FOR BID

IFB# 23-007
SAFETY SUPPLIES AND EQUIPMENT

IFB ISSUE DATE:
June 22, 2022

DEADLINE FOR INQUIRIES/QUESTIONS:
July 1, 2022, AT 5:00 P.M. LOCAL ARIZONA TIME

IFB DUE DATE AND TIME:
July 11, 2022, 3:00 P.M. LOCAL ARIZONA TIME

ALL INQUIRIES MUST BE DIRECTED TO:
LISA GOODMAN, NIGP-CPP, CPPO, CPPB
EMAIL: lisa_goodman@tempe.gov
PHONE: 480-350-8533

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
Standard Terms and Conditions
Special Terms & Conditions and Instructions

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General Instructions

Failure to follow these instructions shall result in rejection of a bid for non-responsiveness or cancellation of any Contract

awarded.

1. Preparation of Bid:

A. Bids shall be submitted to the City of Tempe (“City”) on the forms provided herein, including Vendor's Offer,
form no. 201-B (IFB).

B. Forms for offer, acceptance, price and any solicitation addendums shall be signed by an authorized signer
and returned with the bid to the City.

Cc. Completed and signed bid forms for offer, acceptance, price and any solicitation addendums shall constitute
an irrevocable offer to sell the good and/or service specified in the Invitation for Bid. Offeror shall submit
all additional data, documentation, or information as requested by the City.

D. Negligence in preparation of a bid confers no right of withdrawal. The City shall not reimburse any costs
for a bid, or its submission or presentation, 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.

E. 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 Invitation for Bid and resultant Contract, the following definitions apply:

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

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

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

D. “Contractor” means an Offeror responding to an Invitation for Bid who has been awarded a Contract with
the City.

E. “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.

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

G. “Public Record” means bids 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.

H. “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.

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

3. Late, Unsigned and/or Incomplete Bid: A late, unsigned and/or incomplete bid shall be considered
nonresponsive and rejected.

|FB# 23-007 SAFETY SUPPLIES AND EQUIPMENT 3 | Page

General Instructions

10.

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Inquiries: Questions regarding this Invitation for Bid 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 Invitation for Bid’s number, page and paragraph at issue.
PLEASE NOTE: Offeror must not place the Invitation for Bid’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.

Offerors Conference: if a Offerors’ conference is scheduled, Offerors are strongly encouraged to attend to seek
clarification on any aspect of the document that is not clear or ask question that might pertain to the specifications
or scope of work published. There are times when attendance at a Pre-Bid Conference is mandatory and those
conferences shall be specially noted when applicable.

Withdrawal of Bid: At any time before the specified bid opening date and time, a Offeror may withdraw its bid by
way of written correspondence from the Offeror or authorized representative.

Bid Addendum(s): Receipt and acceptance of a bid addendum shall be acknowledged by Offeror by signing and
returning the document either with the bid or by separate envelope prior to bid opening date and time. Failure to
sign and return an addendum prior to proposal opening time and date shall result in the bid being considered
nonresponsive to that portion of the Invitation for Bid 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.

Payment: For a single requirement purchase, the City will endeavor to remit payment within thirty (30) calendar
days from receipt 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
monthly invoices.

Discounts: Payment discounts period(s) 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. City shall be entitled to receive any payment
discount offered by Vendor, if payment is made within the discount period.

Compliance with Bid Solicitation Requirements: Unless stated otherwise herein, 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 in bid responses, or reject any or all bids, or portions thereof,
or reissue this Invitation for Bid.

Award of Contract: A bid shall constitute a binding offer to contract with the City based on the terms, conditions
and specifications contained in this Invitation for Bid. An Offeror shall become a Contractor only upon execution of
a formal contract from the Procurement Office ("Contract"). Unless this Invitation for Bid includes a 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. Bids or
proposed contract terms that take exception to the terms, conditions, specifications and/or other requirements
stated within this Invitation for Bid shall cause the bid to be considered as nonresponsive and rejected.

Taxes: All materials, equipment and/or products shall be bid as F.O.B. City, prepaid. Unless specified herein,
sales, use or federal excise tax shall not be included in bid pricing. The City is exempt from payment of federal
excise tax. For bid evaluation, transaction (sales) privilege tax paid (returned) to the City of Tempe (1.8%) is
considered a pass-through cost, calculated as zero (0) expense when comparing pricing among competing
companies. For information on privilege (sales) tax, please contact the City's Tax and License Office at (480) 350-

2955 or visit the website at salestax@tempe.gov.

IFB# 23-007 SAFETY SUPPLIES AND EQUIPMENT 4 | Page

General Instructions

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14,

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20.

Payment by Procurement Card: The Procurement Office may elect to remit payment through the use of a
Procurement card. Offeror may indicate on the Vendor's Offer page in this Invitation for Bid, its ability to accept
Procurement card payments. The inability to accept payment by procurement card will not disqualify a bid.

Bid Results: Offerors may attend the scheduled bid opening at which time the name, pertinent information and
prices for each bid will be publicly read (as determined appropriate by the bid opening Procurement Officer).
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 bid opening. After the public bid opening, bid tabulation results may be obtained
in person or by sending the Procurement Office a written e-mail request or viewed on the Procurement Office Web
Page (www.tempe.gov/procurement) within two (2) days after bid opening. Bid tabulation results will not be
provided over the telephone. Bid tabulation figures only indicate pricing and do not indicate other evaluation factors
such as responsiveness or responsibleness of Offerors as will be determined during bid evaluation. Bid files are
not open for review until after a formal award has been made by the City. After award of bid, an appointment may
be made with the Procurement Officer to review bid documents. Formal award recommendations with an estimated
contract value over $100,000 shall be placed on the Procurement Office web page and posted at the front counter
of the Procurement Office, at the time the award recommendation is provided to the City Council. Award
recommendations may also be viewed via the City Clerk's web site normally up to five (5) business days prior to
the scheduled City council meeting by visiting (hitp://documents.tempe.gov/sirepub/?sort=meet_date.

Protests: Any actual or prospective Offeror who is aggrieved in conjunction with this Invitation for Bid or award
may submit a protest at the Procurement Office pursuant to City Code Sec. 26A-21. A protest based upon alleged
improprieties in this Invitation for Bid that are apparent before the bid opening shall be filed prior to the bid opening.
A protest concerning an award recommendation must be filed within ten (10) business days after the date of contract
award. Up to five (5) days before award of a contract, the Procurement Office will post award recommendations on
the City Clerk’s website at http://documents.tempe.gov/sirepub/?sort=meet_ date and at the Procurement Office
front counter for public review. Offerors and other interested parties can also review the Procurement Office web
page for posted award recommendations 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 shall be on the protester's company letterhead and signed by the protestor
or its authorized representative.

Request for IRS W-9 Form and Offeror Registration: Any Offeror awarded a contract as a result of this
solicitation must become a registered supplier with the City prior to commencing work. The successful firm will be
required to submit a completed W-9 form within three (3) days after request. To register to receive e-mail notices
of future bid and proposal opportunities, firm should complete the on-line registration process available at
www.tempe.gov/procurement by clicking on the link titled “Supplier Registration’.

Compliance with City Solicitation & Forms: Any documents including, a separate contract, maintenance
agreement, or training agreement, intended by the Offeror to be utilized in any resulting contract, must be submitted
with bid. Any documents inconsistent with or taking exception to any of the terms, conditions, specifications and/or
other requirements stated herein shall cause the bid to be considered non-responsive and rejected. No documents
shall be considered unless submitted with bid for evaluation purposes and approved by the Procurement Office.

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

Public Record: Bids 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 website up to five days prior to
City Council meeting.

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.

IFB# 23-007 SAFETY SUPPLIES AND EQUIPMENT 5 | Page

General Instructions

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Responsiveness to Specifications: Performance or feature requirements which are designated as mandatory or
minimums are necessary 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 Offeror's proposed product(s) and/or service(s)
is/are capable of performing the function.

It is recognized that more than one method may be used to accomplish the sought-after task functionality. If the
Offeror has an alternate method of performing functional tasks, then such method is to be listed as an “alternate”
and described in full detail within the written bid response. 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 a responsive Offeror. Should no Offeror be found totally responsive to all designated bid requirements,
the City at its option, may either award the Contract to the most responsive Offeror or cancel the bid and re-bid the
need under revised specifications.

Questionnaire: Offeror must complete the Questionnaire portion of this Invitation for Bid (if included herein) and
provide any documentation required to support the answers given to the Questionnaire. Questionnaire items which
are designated as mandatory are required in order to satisfy a required task or performance criteria. Items listed
as desirable are not required in order to be responsive to the Invitation for Bid but will be evaluated against others
in making a final award.

If supporting documentation is required, information must be provided in the sequence set forth in the Invitation for
Bid. Offeror must ensure that all technical literature and/or narrative explanations must fully address the specifics
of the question. Vague or disorganized supportive responses that do not allow sufficient information for evaluation
purposes shall result in a bid response being rejected as nonresponsive.

Confidential_Information and Public Record: After award of a Contract, bids 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 Invitation for Bid 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 Offeror 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 IFB 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, et seq.

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 bid response information
shall be available for public inspection.

Bid Evaluation: Award shall be made to the lowest responsible and responsive Offeror whose bid conforms in all
material respects to the requirements and criteria set forth in the Invitation for Bid. The City shall be the sole judge
as to the acceptability of the products and/or services offered.

Evaluation criteria includes, but is not limited to:

A. Conformity with bid specifications, performance requirements, terms and conditions, general instructions
and any other contractual clauses and/or requirements;

IFB# 23-007 SAFETY SUPPLIES AND EQUIPMENT 6 | Page

General Instructions

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Demonstrated performance and/or rated quality of items bid as reported in trade journals, professional
reports and published testing results;

Operational and/or ergonomic compatibility with existing City resources, as applicable;

Availability of competent service and prompt delivery of materials, parts and services;
Possession of current legally required licenses, certifications and/or qualifications to perform the Contract;

Cost consideration including item pricing, delivery, installation, operation and life cycle and costs, Offeror's
financial capability to perform the Contract, and any other factors that would be advantageous to the City;

Record of past performance and integrity on City and/or other public agency contracts;

Production capability of equipment as determined by product samples, customer references, and/or City
inspection; and

Record of payment in full for taxes due and owing.

25. Late Responses: The Offeror assumes responsibility for having the bid submitted on time via e-mail to the address
shown on the front page of this IFB. Any Offers received after the Bid 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. It is critical to not wait until the last minute to press the send button for your submittal.

IFB# 23-007 SAFETY SUPPLIES AND EQUIPMENT 7 | Page

Standard Terms and Conditions

1.

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.

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
Invitation for Bid 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.

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.

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.

Certification: By signing the “Vendor's Offer’, the Offeror certifies:
A. The submission of the vendor's bid 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 Invitation for Bid 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, et 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.

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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.

5. 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.

6. 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.

7. 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.

8. Contract Formation: This Contract shall consist of this Invitation for Bid and the vendor’s bid 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 Invitation for Bid shall govern. The City’s Invitation for Bid 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.

9. Contract Modifications: This Invitation for Bid 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.

10. 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.

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12.

13.

14.

15.

16.

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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 http:/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.

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 shall be entitled to recover its reasonable attorneys’ fees and costs incurred with said fees and costs to be
included in any judgment rendered.

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 bid
Offers may specify items that have been given an energy efficient classification by the federal government for
consideration by the City.

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 Invitation for Bid. Separate invoices are required on individual contracts or purchase
orders. Only invoices with items resulting from this Invitation for Bid will be accepted for review and approval by
the City.

Estimated Quantities: This Invitation for Bid 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 Invitation for
Bid; 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.

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 Contract. 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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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 shall 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.

Ee 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 Contract.

17. Termination for Convenience: The City at its sole discretion may terminate this Contract for convenience with thirty
(30) days advance notice to the 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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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 shall 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 Invitation for Bid. 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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22. 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 shall immediately notify the City, and shall replace each person with personnel of substantially
equal ability and qualifications upon prior City approval.

23. 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.

24. 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.

25. 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.

26. 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 shall
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.

27. 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.

28. Performance Standards: Equipment shall operate in accordance with the performance criteria specified in the
Invitation for Bid, 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 Invitation for Bid.

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