Agreement with American Fitness Services LLC

City of Glendale — Regular Meeting (2024-06-25)

Extracted text (via pymupdf) 91129 characters

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11/08/2023
C
AGREEMENT FOR
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS
City of Glendale Solicitation No. RFP 24-52
This Agreement for Recreation Center Fitness Equipment Maintenance and Repairs ("Agreement") is effective and
entered into between CITY OF GLENDALE, an Arizona municipal corporation ("City"), and American Fitness
Services, LLC, an Arizona limited liablity company, authorized to do business in the State of Arizona, ("Contractor"),
as of the _____ day of ____________, 2024.
RECITALS
A.
City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, pursuant to Solicitation No. RFP 24-52 (the "Project");
B.
City desires to retain the services of Contractor to perform those specific duties and produce the specific
work as set forth in the Project attached hereto; and
C.
City and Contractor desire to memorialize their agreement with this document.
AGREEMENT
In consideration of the Recitals, which are confirmed as true and correct and incorporated by this reference, the
mutual promises and covenants contained in this Agreement, and other good and valuable consideration, City and
Contractor agree as follows:
1.
Key Personnel; Sub-contractors.
1.1
Services. Contractor will provide all services necessary to assure the Project is completed timely and
efficiently consistent with Project requirements, including, but not limited to, working in close
interaction and interfacing with City and its designated employees, and working closely with others,
including other contractors or consultants, retained by City.
1.2
Project Team.
a.
Project Manager.
(1)
Contractor will designate an employee as Project Manager with sufficient training,
knowledge, and experience to complete the Project and handle all aspects of the
Project (as determined by the City in its sole discretion); such that the work
produced by Contractor is consistent with applicable standards as detailed in this
Agreement;
(2)
The City must approve the designated Project Manager; and
(3)
To assure the Project schedule is met, Project Manager may be required to devote
no less than a specific amount of time as set out in Exhibit A.
b.
Project Team.
(1)
The Project Manager and all other employees assigned to the project by Contractor
will comprise the "Project Team."
(2)
Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Contractor.

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

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within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this
section.

3.4
Coordination; Interaction.
a.
For projects that the City believes requires the coordination of various professional services,
Contractor will work in close consultation with City to proactively interact with any other
professionals retained by City on the Project ("Coordinating Project Professionals").
b.
Subject to any limitations expressly stated in the Project Budget, Contractor will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.
c.
For projects not involving Coordinating Project Professionals, Contractor will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
3.5
Work Product.
a.
Ownership. Upon receipt of payment for services furnished, Contractor grants to City, and
will cause its Sub-contractors to grant to the City, the exclusive ownership of and all
copyrights, if any, to evaluations, reports, drawings, specifications, project manuals, surveys,
estimates, reviews, minutes, all "architectural work" as defined in the United States Copyright
Act, 17 U.S.C § 101, et seq., and other intellectual work product as may be applicable ("Work
Product").
(1)
This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2)
Contractor warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
b.
Delivery. Contractor will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
c.
City Use.
(1)
City may reuse the Work Product at its sole discretion.
(2)
In the event the Work Product is used for another project without further
consultations with Contractor, the City agrees to indemnify and hold Contractor
harmless from any claim arising out of the Work Product.
(3)
In such case, City shall also remove any seal and title block from the Work Product.
4.
Compensation for the Project.
4.1
Compensation. Contractor's compensation for the Project, including those furnished by its Sub-
contractors will not exceed $125,000, as specifically detailed in Exhibit B (the "Compensation").
4.2
Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated scope of services as outlined in the Project is significantly modified.
a.
Adjustments to the Compensation require a written amendment to this Agreement and may
require City Council approval.
b.
Additional services which are outside the scope of the Project contained in this Agreement
may not be performed by the Contractor without prior written authorization from the City.

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c.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.

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

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

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

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c.
Contractor is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
9.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor warrants
their compliance and that of its subcontractors with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Contractor or
subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Contractor and subcontractor warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The parties
shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto
their respective properties to perform the random inspections and waiving their respective rights to keep such
papers and records confidential.
10.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
11.
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
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.
12.
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.
13.
Notices.
13.1
A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:
a.
The Notice is in writing; and
b.
Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested); and
c.
Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:
(1)
Received on a business day, or before 5:00 p.m., at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service on or before 5:00 p.m.; or
(2)
As of the next business day after receipt, if received after 5:00 p.m.
d.
The burden of proof of the place and time of delivery is upon the Party giving the Notice;
and
e.
Digitalized signatures and copies of signatures will have the same effect as original signatures.

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13.2
Representatives.
a.
Contractor. Contractor's representative (the "Contractor's Representative") authorized to
act on Contractor's behalf with respect to the Project, and his or her address for Notice
delivery is:
American Fitness Services, LLC
c/o Johnny Lara
1091 E Carter Drive
Tempe, AZ 85282
services@afsaz.com

b.
City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale
c/o Anne Shadle
5850 W. Glendale Ave.
Glendale, Arizona 85301
(623) 930-2864

With required copy to:

City Manager

City Attorney
City of Glendale

City of Glendale
5850 West Glendale Avenue

5850 West Glendale Avenue
Glendale, Arizona 85301
Glendale, Arizona 85301
c.
Concurrent Notices.
(1)
All notices to City's representative must be given concurrently to City Manager and
City Attorney.
(2)
A notice will not be deemed to have been received by City's representative until the
time that it has also been received by City Manager and City Attorney.
(3)
City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Contractor identifying the designee(s) and their
respective addresses for notices.
d.
Changes. Contractor or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.
14.
Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-profit
corporation or other entity whose primary purpose is to own or manage the Project.
15.
Entire Agreement; Survival; Counterparts; Signatures.
15.1
Integration. This Agreement contains, except as stated below, the entire agreement between City
and Contractor and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.
a.
Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b.
Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

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c.
The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be resolved
by the terms and conditions stated in this Agreement.
15.2
Interpretation.
a.
The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.
b.
The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
c.
The Agreement will be interpreted in accordance with the laws of the State of Arizona.
15.3
Survival. Except as specifically provided otherwise in this Agreement, each warranty, representation,
indemnification and hold harmless provision, insurance requirement, and every other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.
15.4
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Any amendment may be subject to City Council approval. Electronic signature blocks
do not constitute execution.
15.5
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.
15.6
Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
deemed reformed to conform to applicable law.
15.7
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
16.
Term.

16.1
Extensions. The term of this Agreement commences upon the effective date and continues for a one
(1)-year initial period. The City may, at its option and with the approval of the Contractor, extend
the term of this Agreement an additional four (4) years, on an annual basis. Contractor will be notified
in writing by the City of its intent to extend the Agreement period at least thirty (30) calendar days
prior to the expiration of the original or any extension period. Price adjustments will only be reviewed
prior to the extension period and any such price adjustment will be a determining factor for any
renewal. There are no automatic extensions or renewals of this Agreement.

16.2
Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including

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

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

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

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

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

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

immediately prior to the expiration of the then-current term.
17.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

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18.
Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the ordinances,
charter, rules and regulations of the respective entity and the approval of the Contractor and City. For a list
of SAVE members, click on the following link: http://www.mesaaz.gov/business/purchasing/save
19.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A
Project
Exhibit B
Compensation

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

Julie K. Bower
City Clerk

(SEAL)
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney
American Fitness Services, LLC,

an Arizona limited liablity company
_________________________________________
By: Johnny Lara
Its: Owner

EXHIBIT A
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS
PROJECT

Contractor to provide Recreation Center Fitness Equipment Maintenance and Repairs per the Scope of Work of
RFP 24-52, attached..

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS

CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

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1.
INTRODUCTION
The Parks and Recreation Department has two locations with various fitness
equipment that have need of preventative maintenance and repairs throughout the
year.

2.
OBJECTIVES
The City of Glendale (City) is soliciting Requests for Proposals from qualified
Contractors to establish a term contract for the preventative maintenance and
repair of fitness equipment. Equipment is located at the Glendale Adult Center,
5970 W Brown St., Glendale, AZ 85302 and Foothills Recreation & Aquatic Center,
5600 W Union Hills Dr., Glendale, AZ 85308.

3.
SCOPE OF WORK
Contractor shall provide a Preventative Maintenance Program for all fitness
equipment at the Glendale Adult Center and Foothills Recreation & Aquatics Center.
Contractor shall provide all labor, materials, equipment, transportation, services,
permits, insurance, per diem, all applicable taxes and all other items of expense
required to provide on-site preventive maintenance, on-site repair, and replacement
parts as required in accordance with Original Equipment Manufacturers’ (OEM)
standards. (Recommendations for off-market parts may be entertained by each
facility for cost savings.)

A.
Equipment
i.
Glendale Adult Center
•
Six treadmills
Three elliptical bikes
•
Six recumbent bikes
Nine Cybex strength stations
•
One vertical knee raise/dip
One Airdyne bike
ii.
Foothills Recreation & Aquatics Center
•
Seven treadmills
Two ellipticals
•
One hand cycle
Two spin bikes
•
Two row machines
Four ascent machines
•
Two upright cycles
Four recumbent cycles
•
Four hybrid cycles
Two Stairmasters
•
One Airdyne bike
One Smith machine
•
Fourteen strength stations
One cable crossover
•
One multi-station trainer
One vertical knee raise/dip

B.
Preventative Maintenance
i.
Preventative Maintenance Program: Includes all manufacturer's
factory- recommended maintenance requirements including thorough
monthly or quarterly inspection of each piece of equipment to ensure
the safety of the customer/user. Strength equipment will be checked
for any loose hardware. Worn belts/cables and pulleys will be
inspected to ensure proper operation, no worn parts, or parts in
danger of failure. All pivot points/guide rods will be lubed/greased

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS

CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

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rev. 12.11.2020

and inspected for wear. All cardio equipment will be thoroughly
inspected including proper weight stack operation and safe operation
of all moving parts bearing weight. All treadmill running belts will be
tracked, tensioned, adjusted, and cleaned under the surface.
Treadmill decks will be flipped where possible. All power cords will be
inspected for any pinches/breaks or improper connections. All
equipment will be calibrated, and settings checked to confirm
equipment is operating in conjunction with software and computer
components. All overlays and stop switches will be inspected.
Technicians will reference all error logs to confirm issues occurring
between the monthly or quarterly preventative maintenance checks.

ii.
Upon completion of preventive maintenance inspection, Contractor
shall provide a written service report which includes the date of
service, make or model number and a detailed description of services
performed within 24 hours after inspection.

iii.
Any deficiencies in the equipment noted by the Contractor at the time
of service shall be brought to the attention of Glendale Adult Center
or Foothills Recreation & Aquatics Center contact prior to Contractor
leaving the property. Any recommended repairs or part replacement
costs will be provided to the Foothills Recreation & Aquatics Center
and the Glendale Adult Center contact for review if all warranty
options have expired in a written estimate. Estimate must include all
equipment repair costs, including parts, labor and freight charges.
With approval of the facility contact person the Contractor may
order/purchase off-market parts that will not impact the daily safety
or operation of the strength or cardio equipment.

iv.
The Glendale Adult Center will receive quarterly preventive
maintenance visits. All strength and cardio equipment housed at the
Glendale Adult Center will be included in the quarterly visits.

v.
For the Foothills Recreation and Aquatics Center, monthly preventive
maintenance visits will be required. All strength and cardio equipment
housed at the Foothills Recreation & Aquatics Center will be included
in the monthly visits.

vi.
General maintenance needs or emergency issues occurring between
preventative maintenance visits will be billed to the appropriate
facility.

vii.
Contractor shall provide replacement of standard parts necessary to
maintain the fitness equipment in safe operating condition. Standard
parts include technical adjustments, cleaning and lubrication.

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS

CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

5
rev. 12.11.2020

Standard parts replaced by the Contractor shall be new, factory
manufactured or of equivalent quality. Contractor shall maintain an
adequate supply or be able to obtain within a reasonable amount of
time any necessary replacement parts in order to perform repairs and
maintenance in a timely manner.

viii.
Services shall be performed by a qualified technician with experience
working on fitness equipment in accordance with industry standards.

ix.
If failure of equipment due to defective parts or workmanship occurs
within three (3) days of preventive maintenance service, Contractor
shall re-evaluate equipment and perform repair service at no charge.

4.
TERM
The term of the resultant contract shall be for a one (1) year initial term.

5.
OPTION TO EXTEND

Based on satisfactory Contractor performance, the City may, at its option and upon
mutual agreement with the Contractor, extend the term of this agreement for an
additional four (4) years renewable on an annual basis. Contractor shall be notified
in writing by the City Materials Manager of the City's intention to extend the
contract period at least ninety (90) calendar days prior to the expiration of the
original contract period.

6.
HOW WE CHOOSE
i.
SCORING RESPONSES
The evaluation criteria are weighted in accordance with the Submission
Requirements. Your response will be rated as follows:
o
40% Experience, proven performance, and qualifications
o
20% Method of Approach
o
20% References
o
20% Cost

ii.
EVALUATION PANEL: Submittals will be evaluated by a panel based on the
stated criteria and are responsible for selecting the proposal that is most
advantageous to the City.

iii.
PANEL CONTACT: Offerors shall have no exclusive meetings, conversations
or communications with an individual evaluation panel member on any
aspect of the RFP, after submittal.

iv.
INTERVIEWS: City may ask some or all Offerors to participate in an interview
at any point during the evaluation process but is not required to do so.
Information gathered in an interview will be used by the panel to make a

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS

CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

6
rev. 12.11.2020

selection. Offeror is responsible for any costs incurred to participate in an
interview.

v.
ADDITIONAL INVESTIGATIONS: City may conduct additional investigations
needed to determine the competence or financial stability of any Offeror.

vi.
BEST AND FINAL OFFERS: City may request best and final offers and will
determine the scope and subject of any best and final request.

vii.
PROPOSAL EVALUATION: City reserves the right to secure additional
information from the Offeror in various forms and to award based on
submitted information.

7.
NOTICE OF INTENT TO AWARD AND PROTEST PERIOD:
Information about the recommended award for this solicitation will be posted here
and will be available immediately after the City has completed its evaluation
process. Questions regarding the notice of intent to award must be directed to the
listed Procurement Officer immediately. Any protest must be submitted to the
Procurement Administrator no later than seven (7) calendar days from the date of
posting on the Internet. Information and instructions on how to file a protest can
be found here.

8.
WITHDRAWAL OF PROPOSAL:
Offeror may withdraw a submitted proposal at any time prior to the specified
solicitation due date and time through the City’s online bidding system.
Withdrawals must be made by the Offeror or designated representative listed on the
proposal. Telephonic or oral withdrawals cannot be accepted.

9.
OFFER ERRORS OMISSIONS AND CORRECTIONS:
City will not be responsible for any offeror errors or omissions. Any corrections shall
be submitted through the City’s online bidding system prior to due date and time
of the RFP. No corrections will be permitted after the offers have been opened.

10.
COMPETITIVE NEGOTIATIONS:
City may negotiate with multiple Offerors at the same time. Negotiations may result
in changing the conditions, terms, or price of the proposed contract for the benefit
of the City unless prohibited herein. All Offerors shall be treated fairly and equally
while conducting negotiations and the City is prohibited from disclosing any
information submitted by competing Offerors. Entering into negotiations does not
constitute a contract award or confer any rights to Offerors. The City may formally
terminate negotiations and enter into concurrent or exclusive negotiations with the
next most qualified Offeror/s if it is in the City’s best interest to do so.

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS

CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

7
rev. 12.11.2020

11.
NO CONTACT, NO INFLUENCE DURING THE RFP PROCESS
City is conducting a competitive RFP process for the contract, free from improper
influence or lobbying. There shall be no contact concerning this RFP from Offerors
submitting a Proposal with any member of the City Council, RFP Evaluation
Committee Members, or anyone connected with the process for or on behalf of the
City. Contact includes direct or indirect contact by the Offeror, its employees,
attorneys, lobbyists, surrogates, etc. in an attempt to influence the RFP process.

From the time the RFP is issued until the expiration of the protest period or the
resolution of any protest, whichever is later (the “Silent”), Offerors, directly or
indirectly through others, are restricted from attempting to influence in any manner
the decision making process through, including but not limited to, the use of paid
media; contacting or lobbying the City Council or City Manager or any other City
employee (other than Material Management employees); the use of any media for
the purpose of influencing the outcome; or in any other way that could be construed
to influence any part of the decision-making process about this RFP. This provision
shall not prohibit an Offeror from petitioning an elected official or engaging in any
other protected first amendment activity after the protest period has run or any
protest has been resolved, whichever is later.

Violation of this provision will cause the proposal or offer of the Offeror to be found
in violation and to be rejected.

12.
PROPRIETARY INFORMATION
Offeror shall clearly mark any proprietary information contained in its bid with the
words “Proprietary Information.” Offeror shall not mark any Solicitation Form as
proprietary. Pricing data shall not be considered proprietary. Marking all, or nearly
all, of a bid as proprietary may result in rejection of the bid.

Offerors acknowledge that the City is required by law to make certain records
available for public inspection. In the event that the City receives a request for
disclosure of Proprietary Information by any person, court, agency or administrative
body, or otherwise has a reasonable belief that it is obligated to disclose the
Proprietary Information to any such person or authority, the City will provide Offeror
with prompt written notice so that Offeror may seek a protective order or other
appropriate remedy. The Offeror, by submission of materials marked Proprietary
Information, acknowledges and agrees that the City will have no obligation to
advocate for non-disclosure in any forum or any liability to the Offeror in the event
that the City must legally disclose the Proprietary Information.

13.
SUBMISSION CHECKLIST
This section provides an overview of the submission instructions including a
checklist to aid in the submission of complete proposals. Offerors shall complete
the fillable “RESPONSE WORKBOOK” attachment and submit as their proposal.

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS

CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

8
rev. 12.11.2020

Vendors are strongly advised to read this section in its entirety and complete the
checklist to avoid disqualification. Please note that the City will NOT be able to
consider proposals that are submitted late or that do not follow these guidelines.

The Offeror shall bear all costs associated with submitting the proposal, including
proposal preparation, site visitation or any travel connected with submission of
the proposal. The City shall have no liability whatsoever for such costs.

Checklist for Submitting Proposal
Complete
(✓)
Submission Requirements
RESPONSE WORKBOOK
1. Offer Sheet

2. EXPERIENCE, PROVEN PERFORMANCE, QUALIFICATIONS
(4 questions)

3. METHOD OF APPROACH
(2 questions)

4. REFERENCES

5. COST (completed pricing workbook - must be submitted in a
separate electronic file)

ADDENDUM RESPONSES (if applicable)

Return of Offer
•
Electronic copies of all "SUBMISSION REQUIREMENTS” listed
above. Pricing Workbook must be submitted separately from
the rest of the proposal.

14.
SUBMISSION REQUIREMENTS
The proposal is every element of your response to this RFP. For this proposal, you
must provide a completed OFFER SHEET in addition to answering the questions
identified in the REQUIRED RESPONSES. (see Response Workbook)

Responses must be numbered to correspond to the question numbers to aid in
the evaluation process; failure to do so may result in disqualification.

Should your offer contain any PROPRIETARY INFORMATION you must clearly mark
that information with the words “Proprietary Information.” Only information
contained in your response questions may be marked as such, information on the
OFFER SHEET or PRICING SHEET (if applicable) are not considered proprietary.

Offerors acknowledge that the City is required by law to make certain records
available for public inspection. By submitting any materials marked as Proprietary
Information, Offeror acknowledges and agrees that the City will have no obligation

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS

CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

9
rev. 12.11.2020

to advocate for non-disclosure in any forum or any liability to the Offeror if the City
must legally disclose the Proprietary Information.

Helpful Hints:
•
Answer each question completely, your answers will be the only basis on
which your proposal is scored.
•
Do not unnecessarily elaborate, keep your response complete and effective.
•
Do not provide general answers or reference to sales literature.
•
Only when applicable attach and reference supporting documents.

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS
EXHIBIT 1: SPECIAL NOTICES
CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

10
rev. 12.11.2020

EXHIBIT 1: SPECIAL NOTICES
By signing on the Offer/Bid page, solicitation Addendum(a), or cover letter accompanying
the submittal documents, Offerors are certifying that they understand the following notices
and agree to comply with all required terms and conditions.
1.
RETURN OF OFFER
The Offeror must submit required proposal responses electronically in Vendor
Self Service (VSS).
Offeror is required to register in VSS prior to submitting a proposal if they have
not already registered.
https://glendaleazvendors.munisselfservice.com/Vendors/default.aspx
Guide to Register as a new vendor:
https://www.glendaleaz.com/your_government/city_finances/procurement/vendo
r_self_service___v_s_s_ (This is a PDF document “Vendor Registration
Instructions” at the bottom of page.)
a.
The Offeror shall complete all sections of the solicitation in the format
given and the spaces provided. Proposals that do not conform to the above
format may be rejected.
b.
The Offeror shall bear all costs associated with submitting the proposal,
including proposal preparation, site visitation or any travel connected with
submission of the proposal. The City shall have no liability whatsoever for
such costs.
2.
PRE-OFFER CONFERENCE & SITE VISITS
A Pre-Offer meeting will be held on the time and at the location shown on page 1
of this document. Attendance is not required but is encouraged. Copies of the
Request for Proposal (RFP) will NOT be available.

The purpose of the conference will be to clarify the contents of the solicitation to
prevent any misunderstanding of the City of Glendale’s position. Any doubt as to
the requirements of the solicitation or any apparent omission or discrepancy should
be presented to the City at the conference. The City will determine the appropriate
action necessary, if any, and issue a written amendment to the solicitation if
required. Oral statements or instructions will not constitute an amendment to the
solicitation.

Site visits will be after the pre-offer conference. The first will be held at Glendale
Adult Center followed by Foothills Recreation & Aquatics Center.

3.
NO CONTACT, NO INFLUENCE DURING THE RFP PROCESS
The City is conducting a competitive RFP process for the contract, free from
improper influence or lobbying. There shall be no contact concerning this RFP
from Offerors submitting a Proposal with any member of the City Council, RFP

11
rev. 12.11.2020

Evaluation Committee Members, or anyone connected with the process for or on
behalf of the City. Contact includes direct or indirect contact by the Offeror, its
employees, attorneys, lobbyists, surrogates, etc. in an attempt to influence the RFP
process.
From the time the RFP is issued until the expiration of the protest period or the
resolution of any protest, whichever is later (the “Silent Period”), Offerors, directly
or indirectly through others, are restricted from attempting to influence in any
manner the decision making process through, including but not limited to, the use
of paid media; contacting or lobbying the City Council or City Manager or any other
City employee (other than Procurement employees); the use of any media for the
purpose of influencing the outcome; or in any other way that could be construed to
influence any part of the decision-making process about this RFP. This provision
shall not prohibit an Offeror from petitioning an elected official or engaging in any
other protected first amendment activity after the protest period has run or any
protest has been resolved, whichever is later.

Violation of this provision will cause the proposal or offer of the Offeror to be found
in violation and to be rejected.

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

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

For purposes of this provision, the following definitions apply:
i.
“Employee” means all persons who are employed on a full-time, part-time or
contract basis by the City of Glendale.
ii.
“Relative” means the spouse, child, child’s child, parent, grandparent,
brother or sister of the whole or half blood and their spouses and the parent,
brother, sister or child of a spouse.

5.
INQUIRIES
Any question related to the Request for Proposal shall be directed to the
Procurement Officer whose name appears above. An Offeror shall not contact or ask
questions of the department for whom the requirement is being procured. The

12
rev. 12.11.2020

Procurement Officer may require any and all questions be submitted in writing.
Offerors are encouraged to submit written questions via electronic mail or facsimile,
no later than FIVE days prior to the proposal due date. Any correspondence related
to a solicitation should refer to the appropriate Request for Proposal number, page
and paragraph number. An envelope containing questions should be identified as
such; otherwise, it may not be opened until after the official proposal due date and
time. Oral interpretations or clarifications will be without legal effect. Only questions
answered by a formal written amendment to the Request for Proposal will be
binding.

6.
SPECIAL TERMS AND CONDITIONS

Additional terms and conditions specific to the provision of the services referenced
will be negotiated with the successful bidder for inclusion in the contract.

7.
PUBLIC RECORD REQUIREMENTS

Offeror acknowledges that the City is a public agency and must comply with all
Public Records laws and proposals submitted become the property of the City and
are subject to public disclosure requirements in accordance with Arizona Public
Records Law. Any portion of the proposal that the offeror deems confidential or
proprietary must be clearly labeled as such. Labeling material does not
automatically preclude the material from public disclosure, as the City is required
to make an appropriate determination as to the confidentiality of the material in
accordance with Arizona Public Records Law. It is the offeror’s sole responsibility
and cost to take action, including legal actions, to protect such material. Price is
not confidential and will not be withheld.

8.
PERMITS AND LICENSES
It is the offeror’s sole responsibility to determine and secure any and all licenses
and permits the contractor needs to operate the facility, from any regulatory body
having jurisdiction related to the services being provided. Such costs are the
exclusive responsibility of the operator, operator must also ensure appropriate
licensing of any sub-contractors, operator shall notify the City in writing within two
(2) working days of any suspension, revocation or renewal.

9.
NO COLLUSION OR ANTI-COMPETITIVE PRACTICES
The submission of the offer did not involve collusion, and without any agreement,
understanding or planned common course of action with, any other vendor of
materials, supplies, equipment or services described in the invitation to bid,
designed to limit independent bidding or competition or other anti-competitive
practices.

10.
NON-DISCRIMINATION
Contractor agrees not to discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital
status, sexual orientation, gender identity or expression, genetic characteristics,

13
rev. 12.11.2020

familial status, U.S. military veteran status or any disability. Contractor will require
any Sub-contractor to by bound to the same requirements as stated within this
section. Contractor, and on behalf of any subcontractors, warrants compliance with
this section.

11.
NO CONSIDERATIONS

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

12.
AUTHORIZED AGENT

The individual signing the submittal is an authorized agent and has the authority to
bind the Offeror to the proposal and subsequent contract if awarded.

13.
KEY PERSONNEL
If awarded, Offeror shall assign a specific individual as the key point of contact for
the management of the contract, subject to specific notification requirements to be
included in the final contract.

14.
SITE INSPECTION
It is the responsibility of the Offeror to become familiar with any conditions which
may affect the performance and cost of providing the service and this submission
will serve as evidence that the Offeror did, in fact, make a site inspection and is
aware of all conditions.

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS
EXHIBIT 2: SPECIAL TERMS AND CONDITIONS
CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

14
rev. 12.11.2020

EXHIBIT 2: SPECIAL TERMS AND CONDITIONS
By signing on the Offer/Bid page, solicitation Addendum(a), or cover letter accompanying
the submittal documents, Offerors are certifying that they understand the following notices
and agree to comply with all required terms and conditions. The following terms are found
on the City’s Website and are applicable to Request for Proposal: Standard Terms and
Conditions

1.
TYPE OF AWARDS
The City reserves the right to make multiple awards or to award by individual line
items, by group of line items, or to make an aggregate award, whichever is deemed
most advantageous to the City. If the City determines that an aggregate award to
one offeror is not in the City's best interest, "all or none" offers shall be rejected.

2.
ALTERNATE OFFERS

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

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

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

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

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

15
rev. 12.11.2020

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

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

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

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

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

13.
GENERAL INDEMNIFICATION: Contractor shall indemnify, defend, save and hold
harmless the City of Glendale and its officers, officials, agents, and employees
(hereinafter referred to as “Indemnitee”) from and against any and all claims,
actions, liabilities, damages, losses, or expenses (including court costs, attorneys’
fees, and costs of claim processing, investigation and litigation) (hereinafter

16
rev. 12.11.2020

referred to as “Claims”) for bodily injury or personal injury (including death), or loss
or damage to tangible or intangible property caused, or alleged to be caused, in
whole or in part, by the negligent or willful acts or omissions of Contractor or any
of its owners, officers, directors, agents, employees or subcontractors. This
indemnity includes any claim or amount arising out of or recovered under the
Workers’ Compensation Law or arising out of the failure of such Contractor to
conform to any Federal, State or local law, statute, ordinance, rule, regulation or
court decree. It is the specific intention of the parties that the Indemnitee shall, in
all instances, except for Claims arising solely from the negligent or willful acts or
omissions of the Indemnitee, be indemnified by Contractor from and against any
and all claims. It is agreed that Contractor will be responsible for primary loss
investigation, defense and judgment costs where this indemnification is applicable.
In consideration of the award of this contract, the Contractor agrees to waive all
rights of subrogation against the City, its officers, officials, agents, and employees
for losses arising from the work performed by the Contractor for the City.

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

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

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

17
rev. 12.11.2020

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

19.
TAX EXEMPTION The City is not exempt from paying Federal Excise Taxes and will
furnish an exemption certificate upon request.

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

21.
CHANGES The City reserves the right to make changes in any of the following: (a)
specifications; (b) methods of shipment; (c) place of delivery; (d) time of delivery;
(e) quantities. If any change causes an increase or decrease in the cost of or the
time required for performance, an equitable adjustment may be made in the price
or delivery schedule, or both. Any claim for adjustment shall be deemed waived
unless asserted in writing within thirty days from receipt of the change. Price
increases or extensions of delivery time shall not be binding on the City unless in
writing and approved by the Materials Manager prior to the institution of the change.

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

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

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

18
rev. 12.11.2020

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

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

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

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

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

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

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

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

33.
PATENTS Seller agrees to defend City at seller's own expense, in all suit, actions,
or proceedings in which City is made a defendant for actual or alleged infringement
of any United States of America or foreign letters patent resulting from City’s use
of the goods purchased as a result of this RFP. Seller further agrees to pay and
discharge any and all judgments or decrees, which may be rendered in any such
suit, action or proceedings against City. Seller agrees to indemnify and hold

19
rev. 12.11.2020

harmless the City from any and all license, royalty and proprietary fees or costs,
including legal costs, which may arise out of City’s purchase and use of goods
supplied by the seller. It is expressly agreed by seller, that these covenants are
irrevocable and perpetual.

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

35.
PERFORMANCE SURETY REQUIREMENTS The performance sureties shall be in
the form of a bond, cashier's check, certified check or money order. Personal or
company checks are not acceptable unless certified. Letters of credit are not
acceptable. Individual sureties are not acceptable.

PERFORMANCE SURETY The successful proposer shall, at the time of entering
into the contract, furnish a performance surety in the form of a bond, money
order or certified or cashier's check, in the amount of 10 percent of the contract
amount guaranteeing the faithful performance of the contract by the proposer.

If a bond is submitted, it shall be written on the form provided by the City as
an attachment to the proposal documents. The attorney-in-fact who executes
the bond on behalf of the surety shall affix to the bond a certified and current
copy of the power of attorney. The bond must be written by a surety with a Best
Rating no less than an A and must be authorized and licensed to do business
in this State by the Arizona Department of Insurance. Individual sureties and
letters of credit are not acceptable.

36.
FUND APPROPRIATION CONTINGENCY The contractor and the City recognize that
the continuation of any contract after the close of any given fiscal year of the City;
which ends on June 30, shall be subject to the approval of the budget of the City
providing the contract item is an expenditure therein. The City does not guarantee
that the budget item will be actually adopted, as it is the determination of the City
Council at the time of the adoption of the budget.

37.
NOTIFICATION OF AWARD The successful offeror(s) will be notified that their offer
has been accepted by the City Council as recommended for award.

38.
NON-EXCLUSIVITY The City, in its sole discretion, reserves the right to request the
materials or services set forth herein from other sources when deemed necessary
and appropriate. No exclusive rights are included in this Agreement.

39.
PROHIBITIONS - Contractor, and on behalf any subcontractor, certifies, to the
extent applicable under A.R.S. §§ 35-391 et seq and 35-393 et seq, that neither has

20
rev. 12.11.2020

"scrutinized" business operations, as defined in the proceeding statutes, in the
countries of Sudan or Iran.

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

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

21
rev. 12.11.2020

42.
FORCE MAJEURE
a.
Except for payment of sums due, neither party shall be liable to the other
nor deemed in default under this contract if and to the extent that such
party’s performance of this Contract is prevented by reason of force
majeure. The term “force majeure” means an occurrence that is beyond the
control
of
the
part
affected
and
occurs
without
its
fault
or
negligence. Without limiting the foregoing, force majeure includes acts of
God; acts of the public enemy; war; riots; strikes; mobilization; labor
disputes; civil disorders, fire; flood; lockouts; injunctions-interventions-acts;
or failures or refusals to act by government authority; and other similar
occurrences beyond the control of the party declaring force majeure which
such party is unable to prevent by exercising reasonable diligence.
b.
Force majeure shall not include the following circumstances:
i.
Late delivery of equipment or materials caused by congestion at a
manufacturer’s plant or elsewhere, or an oversold condition of the
market.
ii.
Late performance by a subcontractor unless the delay arises out of a
force majeure occurrence in accordance with this force majeure term
and condition; or
iii.
Inability of either the Contractor or any subcontractor to acquire or
maintain any required insurance, bonds, licenses or permits.
43.
SUSPENSION AND DEBARMENT. (APPLIES TO ALL PURCHASES.)
a.
This contract is a covered transaction for purposes of 2 CFR pt. 180 and 2
CFR pt. 3000. As such, the Contractor is required to verify that none of
Contractor’s principals (defined at 2 CFR § 180.995) or its affiliates (defined
at 2 CFR § 180.905) are excluded (defined at 2 CFR § 180.940) or
disqualified (defined at 2 CFR § 180.935).
b.
The Contractor must comply with 2 CFR pt. 180, subpart C and 2 CFR pt.
3000, subpart C, and must include a requirement to comply with these
regulations in any lower tier covered transaction it enters into.
c.
This certification is a material representation of fact relied upon by the City
of Glendale. If it is later determined that the contractor did not comply with
2 CFR pt. 180, subpart C and 2 CFR pt. 3000, subpart C, in addition to
remedies available to the City, the Federal Government may pursue available
remedies, including but not limited to suspension and/or debarment.
d.
The Contractor agrees to comply with the requirements of 2 CFR pt. 180,
subpart C and 2 CFR pt. 3000, subpart C while this offer is valid and
throughout the period of any contract that may arise from this offer. The
Contractor further agrees to include a provision requiring such compliance
in its lower tier covered transactions.

City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS
EXHIBIT 3: INSURANCE REQUIREMENTS
CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

22
rev. 12.11.2020

EXHIBIT 3: INSURANCE REQUIREMENTS
By signing on the Offer/Bid page, solicitation addenda, or cover letter accompanying the submittal
documents, Offerors are certifying that they understand the following notices and agree to comply
with all required terms and conditions.

1)
INSURANCE REQUIREMENTS. Offeror shall procure and maintain until all their
obligations have been discharged, insurance against claims for injury to persons or
damage to property that may arise from or in connection with this Solicitation. The
insurance requirements herein are minimum requirements for this Solicitation and
in no way limit the indemnity covenants contained herein. The City of Glendale in
no way warrants that the minimum limits contained herein is sufficient to protect
the OFFEROR from liabilities that might arise. Offeror is free to purchase such
additional insurance as Offeror determines necessary.

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

i)
Commercial General Liability – Occurrence Form
Policy shall include bodily injury, property damage, personal and advertising
injury and broad form contractual liability coverage.

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

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

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

ii)
Business Automobile Liability – (if driving is not a part of the scope
of work, excluding driving from the place of business and to the City
departments, this coverage can be eliminated.)

23
rev. 12.11.2020

Bodily Injury and Property Damage for any owned, hired, and/or non-owned
vehicles used in the performance of this Agreement. Combined Single Limit
(CSL) $1,000,000.

(1)
The policy shall be endorsed to include the following additional
insured language: “The City of Glendale and its departments,
officers, officials, agents, employees and volunteers shall be
named as additional insureds with respect to liability arising
out of the activities performed by or on behalf of the Offeror,
involving automobiles owned, licensed, hired or borrowed by
the OFFEROR." Such additional insured shall be covered to the
full limits of liability purchased by the Offeror, even if those
limits of liability are in excess of those required by this license.

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

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

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

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

(1)
Policies shall stipulate that the insurance afforded by the organization
shall be primary insurance and that any insurance carried by the City
of Glendale shall be excess and not contributory insurance.
(2) Coverage provided by the organization shall not be limited to the
liability assumed under the indemnification provisions of the license
or contract.
(3) If the Vendor maintains broader coverage and/or higher limits than
the minimum shown, the City requires and shall be entitled to the
broader coverage and/or the higher limits maintained by the Vendor.

24
rev. 12.11.2020

Any available insurance proceeds in excess of the specified minimum
of insurance and coverage shall be available to the City.
(4) Vendor
shall
require
and
verify
that
all
subcontractors
(subconsultants) maintain insurance meeting all the requirements
stated herein, and Vendor shall ensure that City is an additional
insured on insurance required from subcontractors (subconsultants).
(5) If the Vendor is awarded the solicitation, the Vendor shall furnish the
City with original Certificates of Insurance including all required
amendatory endorsements before the work begins. However, failure
to obtain the required documents prior to the work beginning shall
not waive the Vendor’s obligation to provide them. The City reserves
the right to require complete, certified copies of all required insurance
policies including endorsements required by these specifications, at
any time.

EXHIBIT B
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS
COMPENSATION

METHOD AND AMOUNT OF COMPENSATION
Method and amount of compensation will be based on RFP 24-52.
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the Project during
the entire term of the Project must not exceed $125,000.
DETAILED PROJECT COMPENSATION
See attached pricing workbook.

SOLICITATION ADDENDUM
CITY OF GLENDALE
Procurement Division
5850 W. Glendale Avenue
Suite 317
Glendale, AZ 85301
Phone: (623) 930-2865
Solicitation Number: RFP 24-52
Addendum #1
Page 4 of 4
Solicitation Due Date: April 8, 2024, 1:30 p.m. (Local Time)
City of Glendale
Solicitation Number: RFP 24-52 / 42400067
RECREATION CENTER FITNESS EQUIPMENT
MAINTENANCE AND REPAIRS
REVISED PRICING WORKBOOK
CITY OF GLENDALE
Procurement Department
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302
1.
PRICE
Contractor must complete the Pricing Schedule below. Any items not clearly listed
on Contractor’s submitted price proposal will be considered included in
Contractor’s price at no additional cost to the City. All pricing should contemplate
compliance with the performance requirements as specified in the Scope of Work.
Quarterly Maintenance Visits for Glendale Adult Center
$
per visit
Monthly Maintenance for Foothills Recreation & Aquatics Center
$ monthly
Repair Rate
$
per hour
Parts markup (20% max)
%
2.
DISCOUNT/PAYMENT TERMS: The City standard is 2% 20 days.
Comply: YES
NO
If your answer is NO, please state terms offered: (Enter discount rate if payment in
20 days) %
3.
PAYMENT Contractor shall provide monthly statements of itemized services.
Payment will be reviewed and approved by the Contract Administrator or designee.
The itemized statement shall not exceed the proposal fee in this Section.
4.
TAX AMOUNT Do not include any use tax or federal tax in your proposal.
OFFEROR NAME: American Fitness Services
200
225
145
20
x