Agreement

City of Glendale — Regular Meeting (2026-01-13)

Extracted text (via pymupdf) 116879 characters

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01/28/2025
C
AGREEMENT FOR
Front-Load and Roll-Off Bin Repairs
City of Glendale Solicitation No. IFB 26-09
This Agreement for Front-Load and Roll-Off Bin Repairs ("Agreement") is effective and entered into between CITY
OF GLENDALE, an Arizona municipal corporation ("City"), and Knight Industries dba JR Kennedy Company
LLC, an Arizona limited liability company, authorized to do business in the State of Arizona, ("Contractor"), as of the
of , 2026.
RECITALS
A.
City intends to undertake certain tasks, activities, repairs and work for the benefit of the public and with
public funds that is more fully set forth in Exhibit A, pursuant to Solicitation No. IFB 26-09;
B.
City desires to retain the services of Contractor to perform those specific duties and produce the specific
work as set forth in the Invitation for Bids, IFB 26-09, attached hereto (“Services”); 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 Services are completed timely
and efficiently consistent with the requirements in IFB 26-09, 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
Service Team.
a.
Service Manager.
(1)
Contractor will designate an employee as Service Manager with sufficient training,
knowledge, and experience to complete the Services and handle all aspects of the
Services (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 Service Manager; and
(3)
To assure the schedule for performing the Services is met, the Service Manager may
be required to devote no less than a specific amount of time as set out in Exhibit A.
b.
Services Team.
(1)
The Service Manager and all other employees assigned to the perform the Services
by Contractor will comprise the "Service Team."
(2)
Service Manager will have responsibility for and will supervise all other employees
assigned to the Services by Contractor.
c.
Discharge, Reassign, Replacement.
(1)
Contractor acknowledges the Service Team is comprised of the same persons and
roles for each as may have been identified in the response to IFB 26-09.

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(2)
Contractor will not discharge, reassign or replace or diminish the responsibilities of
any of the employees assigned to the Services 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 Service 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 Services.
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 IFB 26-09.
(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 all Services are completed timely and
efficiently and in accordance with the requirements of IFB 26-09.
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 performing the repairs and other work equivalent in size, scope, quality, and other
criteria under IFB 26-09 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
within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this
section.

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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 to perform tasks, activities or work related to the Services
("Coordinating Service Professionals").
b.
Subject to any limitations expressly stated in the budget for IFB 26-09, Contractor will meet
to review the Services, Schedule, Budget, and in-progress work with Coordinating Service
Professionals and City as often and for durations as City reasonably considers necessary in
order to ensure the timely work delivery and completion of the Services.
c.
For projects not involving Coordinating Service 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 Services.
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 Services.
4.1
Compensation. Contractor's compensation for the Services, including those furnished by its Sub-
contractors will not exceed $650,000, as specifically detailed in Exhibit B (the "Compensation").
4.2
Change in Scope of Services. The Compensation may be equitably adjusted if the originally
contemplated Scope of Services as contained in Section 3 of IFB 26-09 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 Services contained in IFB 26-09 may
not be performed by the Contractor without prior written authorization from the City.
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 technical requirements and specifications of

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IFB 26-09 shall control but the legal, statutory and regulatory provisions of this Agreement
shall take precedence and 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 Services provided 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 Services 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 any 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 closeout and delivery of the required
Services 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 $2,000,000 or the amount of this Agreement, whichever
is greater.
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.

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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 $2,000,000 per occurrence and
$4,000,000 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 $2,000,000 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 $2,000,000 per accident for
Contractor and $2,000,000 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.
(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.

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g.
Other Contractors or Vendors.
(1)
Other contractors or vendors that may be contracted with in connection with the
Services 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 Services.
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.
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

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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.
13.2
Representatives.
a.
Contractor. Contractor's representative (the "Contractor's Representative") authorized to
act on Contractor's behalf with respect to the Services, and his or her address for Notice
delivery is:
Knight Industries dba JR Kennedy Company LLC
c/o Chushi David Mwewa
3540 E. Golf Links Rd.
Tucson, AZ 85713

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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 Shoalynn Gilliland
5850 W. Glendale Ave.
Glendale, Arizona 85301
(623) 930-2863
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 Services.
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 Services 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.
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.

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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 Services, 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 ninety (90) 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.
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
Services
Exhibit B
Compensation

EXHIBIT A
Front-Load and Roll-Off Bin Repairs
SERVICES

See Scope of Services in the attached IFB 26-09.

SOLICITATION NUMBER: IFB 26-09/ 4260005

FRONT-LOAD AND ROLL-OFF BIN REPAIRS

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

CITY OF GLENDALE
PROCUREMENT DIVISION
INVITATION FOR BIDS
SOLICITATION NUMBER:
IFB 26-09
ONLINE BID NUMBER:
TITLE:
42600005
FRONT-LOAD AND ROLL-OFF BIN REPAIRS
PUBLISHED DATE:
AUGUST 27, 2025
QUESTIONS DEADLINE:
SITE VISIT:
SEPTEMBER 15, 2025, BY 2:00 PM LOCAL TIME
SEPTEMBER 9, 2025, AT 1:00 PM LOCAL TIME
6429 W ORANGEWOOD AVE
GLENDALE, AZ 85301
BID DUE DATE AND TIME:
PUBLIC OPENING:
SEPTEMBER 24, 2025, BEFORE 2:00 PM LOCAL TIME
NOTE: This is a sealed bidding process requiring bids to be
submitted ONLINE via the Vendor Self-Service (VSS) system at
https://glendaleazvendors.munisselfservice.com/Vendors/VBids/D
efault.aspx before the date/time shown above. The Vendor Self-
Service system will not accept late bids.
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CONTACT:
Shoalynn Gilliland, Procurement Officer
623-930-2863
SGilliland@glendaleaz.com
Bids must be submitted electronically to Procurement through Vendor Self-Service System (VSS).
Vendor registration instructions: Vendor Self-Service - Vendor Registration Guide
The name of each bidder and the bid price shall be recorded on a bid record. The name of the required
witness shall also be recorded.

SOLICITATION NUMBER: IFB 26-09/ 4260005

FRONT-LOAD AND ROLL-OFF BIN REPAIRS

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

For vendor convenience, we have identified the commodity codes used in this solicitation on this page. (A
Commodity Code is a universal classification for identifying commodities and services in procurement
systems.) The commodity code(s) used in this solicitation are: 96867, 91485
BIDDERS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION CAREFULLY.

TABLE OF CONTENTS

IFB Package

1.
INTRODUCTION ................................................................................................................................................. 3
2.
OBJECTIVES ....................................................................................................................................................... 3
3.
SCOPE OF SERVICES ....................................................................................................................................... 3
4.
REQUIRED SPECIFICATIONS ......................................................................................................................... 4
5
QUANTITIES ....................................................................................................................................................... 4
6
DELIVERY ............................................................................................................................................................ 4
7
OTHER REQUIREMENTS ................................................................................................................................. 5
EXHIBIT 1: SPECIAL NOTICES ............................................................................................................................. 6
EXHIBIT 2: SPECIAL TERMS AND CONDITIONS ............................................................................................ 10
EXHIBIT 3: INSURANCE REQUIREMENTS ....................................................................................................... 19
EXHIBIT 4: SAMPLE AGREEMENT ..................................................................................................................... 21
Online Submittal Checklist

Required Submittal
Pricing Workbook

SOLICITATION NUMBER: IFB 26-09/ 4260005

FRONT-LOAD AND ROLL-OFF BIN REPAIRS

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

1.
INTRODUCTION

The City of Glendale, Arizona, Field Operations Department is requesting bids from
qualified vendors for metal front-load and roll-off bin repairs on an “as needed”
basis. The resulting Agreement shall provide for all materials in this contract. Unit
pricing shall be firm, including the cost of freight and all other associated direct or
indirect costs, excluding taxes.

2.
OBJECTIVES
The purpose of the resulting agreement is to ensure the continued functionality
and safety of the bins for the City’s waste management operations.

3.
SCOPE OF SERVICES

3.1 The Contractor must pick up the bins from the designated location below and
transport them offsite for repair. The Contractor shall be responsible for the
pickup and delivery costs. Pickup and delivery schedules must be coordinated
with the City of Glendale Contract Administrator or designee. Regular City work
hours are Monday through Friday, 7:00 AM – 4:00 PM, excluding holidays.

Bin pickup and drop-off location:
City of Glendale
Solid Waste Management-Commercial Front-Load/Roll-Off Divisions
6429 W Orangewood Avenue
Glendale, AZ 85301

3.2 The Contractor must thoroughly clean all bins, removing dirt, debris, and
contaminants

3.3 The Contractor must sand or sandblast before repair

3.4 When the bin bottom floor needs replacement, the Contractor must remove the
old bottom and replace it with a primed, fabricated, or pre-manufactured bottom
with runners and a continuous weld and drain hole (if applicable)
3.5 The Contractor must use 10-gauge metal or manufacturer-recommended gauge
when replacing bin bottoms or repairing bins
3.6 After repairs, the City will conduct tests to verify the leak-proof quality of the bins.
If a bin fails the leak test, the Contractor shall be responsible for picking up the
bin at their own cost, repairing the failed bin, and re-delivering the repaired bin
back to the City of Glendale within five business days
3.7 The expected turnaround time to be determined by the Contract Administrator or
designee

SOLICITATION NUMBER: IFB 26-09/ 4260005

FRONT-LOAD AND ROLL-OFF BIN REPAIRS

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

4.
REQUIRED SPECIFICATIONS
4.1 The Contractor shall provide all necessary materials, labor, services, and
equipment in the performance of this contract

4.2 All repairs shall be performed by duly authorized and qualified repair companies
using qualified State of Arizona-certified technicians

4.3 When repairs are requested, the Contractor shall provide a written report of the
problem with repair recommendations and a detailed quote to the City. Price
quotes shall be based on the contract pricing

4.4 No repairs shall be made without prior authorization from the City’s Contract
Administrator or designee

4.5 An authorized representative of the city will inspect all work. This inspection will
be performed to determine acceptance of work, appropriate invoicing, and
warranty conditions

4.6 Any damage caused by the Contractor to City property shall be the Contractor’s
responsibility to make repairs within ten (10) days. If repairs are not completed,
the City has the right to make the repairs and bill the Contractor, who shall be
responsible for reimbursing the City

4.7 The Contractor shall conform to all relevant OSHA, State, and County regulations
when performing the contracted services

4.8 The Contractor shall be responsible for obtaining all permits and licenses required
to ensure compliance with all applicable federal, state, county, and local
regulations at no additional cost to the City

4.9 The Contractor shall provide a one-year warranty on parts and a one-year warranty
on labor from the acceptance date against operational failure caused by defective
material or workmanship that occurs during normal use

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QUANTITIES
The quantities referenced in this solicitation are estimates ONLY and are to be
used for information purposes only. No commitment of any quantity is made
during this contract.

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DELIVERY
Delivery Time - Monday through Friday, 7:00 AM – 4:00 PM, excluding holidays
All deliveries shall be FOB Destination to the City of Glendale

Solid Waste Management-Commercial Front-Load/Roll-Off Divisions
6429 W Orangewood Avenue
Glendale, AZ 85301

SOLICITATION NUMBER: IFB 26-09/ 4260005

FRONT-LOAD AND ROLL-OFF BIN REPAIRS

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

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OTHER REQUIREMENTS

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

B Option to Extend. Based on satisfactory Bidder performance, the City may, at its
option and upon mutual agreement with the Bidder, extend the term of this
agreement for an additional four (4) years, renewable on an annual basis. Bidder
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.

City of Glendale
Solicitation Number: IFB 26-09 /42600005
FRONT-LOAD AND ROLL-OFF BIN REPAIRS
EXHIBITS PACKAGE
CITY OF GLENDALE
Procurement Division
5970 West Brown Street,
Suite 210
Glendale, Arizona 85302

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EXHIBIT 1: SPECIAL NOTICES

By signing the Offer/Bid page, solicitation Amendment(s), or cover letter accompanying the
submittal documents, offerors certify that they understand the following notices and agree to
comply with all required terms and conditions.
1.
RETURN OF OFFER The Offeror shall submit the Response Workbook electronically in
Vendor Self Service (VSS)
The offeror is required to register in VSS prior to submitting a proposal if they have not
already done so. You can register at:
https://glendaleazvendors.munisselfservice.com/Vendors/default.aspx

Please see Guide to Register as a new vendor, if needed:

https://www.glendaleaz.com/your_government/city_finances/procurement/vendor_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.
BID OPENING
A bid opening meeting will be held on date and time as specified on page 1 of this bid.
Attendance is not required. Copies of the solicitation will NOT be available.

The amount of each bid, and such other relevant information along with the amount bid
and the name of each bidder shall be provided.

3.
SITE-VISIT CONFERENCE
A Site-Visit will be held on September 9, 2025 at 1:00 PM, Arizona Time, located at 6429 W
Orangewood Avenue Glendale, AZ 85301. Attendance is not required. Copies of the solicitation
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.

4.
PREPARATION OF BID PACKAGE The following items shall be completed and
returned. Failure to include all the items may result in a bid being rejected. Bid
packages shall be submitted in the following order:

a. BIDDER SHEET

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b. PRICING WORKBOOK
c. ADDENDUM, Return all addenda (if applicable).

5.
NO CONTACT, NO INFLUENCE DURING THE IFB PROCESS

The City is conducting a competitive IFB process for the contract, free from improper
influence or lobbying. There shall be no contact concerning this IFB from Offerors
submitting a Bid with any member of the City Council, IFB 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 IFB process.
From the time the IFB 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 IFB. 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 Bidder to be found
in violation and to be rejected.

6.
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:

“Employee” means all persons who are employed on a full-time, part-time or contract
basis by the City of Glendale.

“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.

7.
QUESTIONS AND INQUIRIES Any question related to the Invitation to Bid shall be
directed to the Contract Analyst whose name appears above. An Offeror shall not contact
or ask questions of the department for whom the requirement is being procured.

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Questions must be submitted in writing via email by 2:00 PM Local Time on or before
the date shown on Page 1 of this document. Any correspondence related to a solicitation
should refer to the appropriate Request for Proposal number, page and paragraph
number. 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.

8.
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 bidder 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.

9.
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; the operator must also ensure appropriate
licensing of any subcontractors. The operator shall notify the City in writing within two
(2) working days of any suspension, revocation, or renewal.

10.
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.
11.
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,
familial status, U.S. military veteran status or any disability. Contractor will require any
Subcontractor to by bound to the same requirements as stated within this section.
Contractor, and on behalf of any subcontractors, warrants compliance with this section.
12.
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.
13.
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.
14.
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.

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15.
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.
16.
OFFICIAL TIME CLOCK The official time clock used is the time stamp of the online
submission.

17.
DEFINITIONS For purposes of this Invitation to Bid and Resultant contract, the following
definitions apply:
a. “City” means the municipal corporation of the City of Glendale, Arizona
b. “Contract” means the agreement for the procurement of goods, services and work.
c. “Contractor” means an Offeror responding to a Invitation to Bid who has been
awarded a Contract with the City.
d. “Invitation for Bid” means a competitive solicitation issued by the City for the
procurement of goods, services, work, materials and/or construction.
e. “Offer” means a written offer to furnish goods, services, work, materials and/or
construction 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 the business, entity or person who submits an Offer in response to a
competitive solicitation.
g. “Public Record” means proposals and all other documents submitted in response to
this solicitation shall become the property of the City and shall be a matter of public
record available for review following the Contract award.
h. “Purchase Order” means a document issued by the City Procurement Office directing
the Contractor to deliver goods, services, work, materials and/or construction.

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EXHIBIT 2: SPECIAL TERMS AND CONDITIONS
By signing on the Offer/Bid page, solicitation Amendment(s), 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. 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.
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 such time as either 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.

3.
ARIZONA CORPORATION COMMISSION (ACC) As a condition of doing business and
prior to contract award, the contractor must be registered with the Arizona Corporation
Commission (ACC) and maintain active status.

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 or typed.
Changes or corrections made on the offer form must be initialed and dated by the
individual signing the offer. No corrections will be permitted after the offers have been
opened.

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

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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.
SUBCONTRACTING The contract or any portion thereof, shall not be subcontracted
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 subcontract or subjecting the City to
liability of any kind to any subcontractor. No subcontract 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. Subcontractors 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 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,

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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.

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.
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.

20.
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.

21.
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

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can be shown to directly affect the price of the item concerned. The rate increase shall
only be considered at the 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.

22.
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.

23.
NOTICE OF INTENT TO AWARD 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. All Offerors recognize and
agree that once a Notice of Intent to Award is issued by the City, all documents in the
City’s Procurement file related to this RFP are public records available to any party
interested in reviewing them.

24.
FILING A PROTEST Offeror may file a protest regarding the Notice of Intent to Award. To
be considered valid, the protest must:
•
Be submitted in writing to the Finance Director no later than:

o Seven (7) calendar days after the protestor knew or should have
known the basis of the objection, or

o Fifteen (15) calendar days after the Notice of Intent to Award has
been issued, whichever is shorter.

•
Specifically identify the objection to the award;
•
Provide the name, address, telephone number and email address of
protestant;
•
Include the identification of the solicitation or contract number;
•
Provide a detailed statement of the legal and factual grounds of the
protest, including copies of relevant supporting documentation at the time
of filing; and
•
Include the form of relief requested.
The Finance Director has the authority to determine if a protest has been submitted
timely. Untimely protests will not be considered and will be dismissed.
If a protest is submitted within the required timeframe, the Finance Director will review
all information and documentation provided. After consulting with the City Attorney’s
Office, the Finance Director will issue a written determination indicating whether the
requested relief is accepted, rejected, or modified. A final decision will be issued within
fourteen (14) business days of receiving the protest. If no decision is issued within this
timeframe, the protest will be considered denied.

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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 solicitation will be in the form of a numbered addendum
issued by the Procurement Division. The addendum will be furnished to all who received
the solicitation. 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
solicitation. 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 solicitation
title and number. The information will be available for distribution when the City has
issued its Notice of Intent to Award.

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 IFB. 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 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.

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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 or
has been suspended or debarred as provided in the City Code.

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.
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

40.
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 "scrutinized"

16
business operations, as defined in the proceeding statutes, in the countries of Sudan or
Iran.

41.
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.

42.
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

43.
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”

17
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.
44.
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.
e. In accordance with 2 CFR 200.214, the City of Glendale will verify that the selected
vendor is not suspended, debarred, or otherwise excluded from federal contracts by
checking the System for Award Management (SAM.gov) prior to award. Offerors are
required to ensure that neither they nor their principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in federally funded contracts.
Additionally, the awarded vendor must maintain compliance with this requirement for
the duration of the contract and immediately notify the City of any status changes.

18
44.1 Suspension and debarment policy (Sec.2-152. Code)
The City reserves the right to suspend or debar any contractor from participating
in the bid solicitation process or receiving city contracts, grants, loans, or other
financial assistance.
•
Debarment may last up to three (3) years.
•
Suspension may last up to twelve (12) months.
•
Causes for suspension or debarment include, but are not limited to:
o
Criminal offenses related to contract procurement or performance.
o
Violations of state or federal laws affecting business integrity.
o
Breach of contract or failure to perform.
o
Legal proceedings or investigations impacting responsibility as a
contractor.
o
Debarment or suspension by another government entity.
The Finance Director, in consultation with the City Attorney, will determine
whether debarment or suspension is in the City's best interest. The affected
contractor will receive a written decision outlining the reasons and their right to
protest per Sec. 2-145(e), Code. For full details, refer to Sec. 2-152 of the City
Code.

19
EXHIBIT 3: INSURANCE REQUIREMENTS
By signing on the Offer/Bid page, solicitation Amendment(s), 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
$4,000,000
Products – Completed Operations Aggregate
$1,000,000
Personal and Advertising Injury
$1,000,000
Each Occurrence
$2,000,000

(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
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) $2,000,000.

(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

20
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. 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 4: SAMPLE AGREEMENT

C
AGREEMENT FOR

City of Glendale Solicitation No.

This Agreement for ("Agreement") is effective and entered into between CITY OF GLENDALE, an Arizona
municipal corporation ("City"), and , an , authorized to do business in the State of Arizona, ("Contractor"),
as of the _____ day of ____________, 20 .

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. (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.

22
(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.

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 01/28/2025
(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
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.

23
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 within
this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section.
3 01/28/2025

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.

24
4.1
Compensation. Contractor's compensation for the Project, including those furnished by its Sub-
contractors will not exceed $ , 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.
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. 4 01/28/2025

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.

25
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 $2,000,000 or the amount of this Agreement,
whichever is greater.

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"): 5 01/28/2025
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 $2,000,000 per occurrence and
$4,000,000 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 $2,000,000 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 $2,000,000 per accident
for Contractor and $2,000,000 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

26
(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.
(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. 6 01/28/2025
(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

27
(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.
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:

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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.
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:

c/o

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

Glendale, Arizona 85301
(623) 930-

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.

29
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.
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)

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.

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

(Signatures appear on the following page.)

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The parties enter into this Agreement as of the Effective Date shown above.

City of Glendale,
an Arizona municipal corporation

_____________________________________
By:
Its: City Manager

ATTEST:

Julie K. Bower
City Clerk
(SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney
,
an
_________________________________________
By:
Its:

32
EXHIBIT A

PROJECT

33
EXHIBIT B

COMPENSATION

METHOD AND AMOUNT OF COMPENSATION

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 $ .

DETAILED PROJECT COMPENSATION
.

EXHIBIT B
Front-Load and Roll-Off Bin Repairs
COMPENSATION

METHOD AND AMOUNT OF COMPENSATION
See Section 4 of the Agreement.
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the Services
during the entire term of this Agreement must not exceed $650,000.
DETAILED SERVICES COMPENSATION
See attached price sheet.