Emergency and On-Call Traffic Control Services

4 I. GENERAL INFORMATION The City of Prescott is looking for a contractor/multiple contractors for on-call and emergency traffic control services. Multiple contracts may be awarded. These services will be provided on an as-needed basis, twenty-four (24) hours a day, seven (7) days a week, including holidays. Multiple City departments/divisions will be utilizing this contract, including but not limited to: Water, Wastewater, Police, Parks and Recreation, Traffic Engineering and field operations of the Transportation and Streets Divisions. A. DESCRIPTION OF WORK Contractor will provide barricade equipment, supplies, delivery, installation, maintenance, and removal services using qualified personnel. These services will be provided on an as- needed basis, These services will be provided on an as-needed basis, twenty-four (24) hours a day, seven (7) days a week, including holidays. Multiple City departments/divisions will be utilizing this contract, including but not limited to: Water,

Wastewater, Police, Parks and Recreation, Traffic Engineering and field operations of the Transportation and Streets divisions. The contractor will provide all labor, items, materials, equipment, tools, insurance, permits and fees necessary to render services as required under this agreement. Quantities represent the City’s best of current requirements. There are no guarantees implied or warranted. Quantities shall not bind the City to accept nor require the City to pay for services exceeding actual needs nor for any items for which funds are not available. It’s the City’s intent to award multiple contractors to allow for availability and emergency services. The contractors shall not be guaranteed any minimum or maximum amount of work. B. SPECIFICATIONS: The City of Prescott has adopted the City Traffic Barricade Manual, current edition, attached exhibit A. All work performed within City right-of-way including the necessary temporary traffic control devises shall conform with the Traffic Control Manual. A Copy of the Traffic Control Manual will be attached as Exhibit A. Temporary traffic control devises shall comply with the National Cooperative Highway Research Program (NCHRP) Report 350 and the Manual for Assessing Safety Hardware (MASH) requirements. Traffic control set within the right-of-way of other jurisdictions such as Yavapai County, other bordering local jurisdictions/agencies, or the Arizona Department of Transportation shall comply with applicable requirements of the governing jurisdiction or agency. 5 Dispatch Center: Contractor shall operate a dispatch center that is staffed twenty-four (24) hours a day, seven (7) days a week, including holidays, to support services under this contract. Inventory: The contractor shall maintain sufficient inventory levels to provide daily support for the City’s requirements. The contract shall have a satellite yard close to the City of Prescott limits to ensure an acceptable response time. Failure to supply said support shall be addressed through performance evaluations and will be handled accordingly. Failure to address unsatisfactory performance may result in termination of this contract. Certification: The contractor is required to meet all certification requirements in the Traffic Control Manual for Traffic Control Supervisor, Traffic Control Design Specialist, and Flagger Certifications. Flagger certification cards may be requested by City personnel at any time; therefore, all contracted personnel and supervisors shall have the appropriate certification cards available upon request. Personnel: The contractor shall only use trained, competent employees in the performance of this contract. At the request of the City, the contractor shall remove from assignment to this contract any incompetent, abusive or disorderly employee, whether supervisory or non-supervisory. A minimum of one (1) lead person must be on each job site. A supervisor may be requested by the City to monitor and oversee traffic barricading activities. The contractor shall charge the fees for a supervisor using the hourly “supervisor” fee. Loading and travel time shall be included in the rental unit cost and not be charged for this item. Contractor’s staff must be able to converse in the English language and shall be authorized by the contractor to accept and act upon all directives issued by the City representative. The contractor shall provide a cellular telephone/number for the Contractor’s on-site lead person. The contractor shall be responsible for payment of all phone charges. All communication equipment shall be maintained in proper working conditions at all times. The contract must provide an email address to the contractor’s supervisor for written communication with the City representative. The contractor shall follow all applicable occupational safety and health administration (O.S.H.A.), industry standards. Contractors must follow all federal, state, and local laws and regulations. Contractor shall ensure all workers abide are properly trained on OSHA regulations and traffic safety. 6 Safety vests or high visibility clothing, as described in American National Standards Institute (ANSI) requirements (Class 2 Min.), must be worn by Contractor employees during all phases of construction / services. Service Vehicles: All delivery and service vehicles used to perform work under this contract shall be equipped with service vehicle flashers and arrow panels in accordance with the current City of Prescott Traffic Control Manual, Refer to chapter 9. The contractor’s vehicles and equipment shall be neat in appearance and clearly identified. Identification on the Contractors vehicles shall consist of, at a minimum, company name and local telephone number. The contractor shall maintain its vehicles and equipment in safe and mechanically sound condition. See the City of Prescott Traffic Control Manual for more detailed information regarding these requirements. Equipment Order, Set-up, Pick-up: Contractor shall delivery, setup, inspect, repair, replace and pick-up the equipment and supplies at a designated area after receiving a telephone call or written order via email from an authorized city employee. All labor related to loading, travel time, delivery, set-up, inspection, repair, replacement, and pick-up shall be included in the rental unit bid price listed on the price sheet (Form B). The City will not pay for any additional labor costs associated with this contract unless the City specifically requests and pre-approved such costs. Flagger operations where flaggers are requested shall be charged at the hourly “flagger” rate for each flagger used to control traffic. The City will not pay for the costs of Sandbags; sandbags shall be included in the rental unit bid price(s) listed on the pricing page. The city will not pay for cost of flags on dowels. Flags on dowels shall be included in the rental unit bid price for advance warning signs and high-level warning devises. Equipment Inspection and Service: The equipment shall be inspected, serviced, repaired, and replaced throughout the life of the set-up as needed to keep all equipment in good working order as stated in the specifications. This includes but is not limited to sandbags, lighting devises, and reflective sheeting. Set-up as used in this contract means placing all equipment in the designated traffic control area to delineate hazards, alert, and guide motorists, and to protect pedestrians and workers. All charges, including labor, shall be included in the unit bid prices listed on the price sheet (form B); the City will not make additional payments to the vendor for loading, travel time, delivery, set-up, servicing, repair, replacing or removal of equipment. The contractor shall keep all traffic control equipment in a clean, fresh appearance as required by the Traffic Control Manual. Traffic control equipment shall meet the acceptable quality guidelines as outlined in the Traffic Control Manual. Upon 7 determination, the Contractor, at his expense, shall replace any traffic control devise within two (2) hours after notification that it has become stained or discolored. The contractor shall replace equipment that is not acceptable with clean, fresh devises at no additional cost to the City. The contractor shall replace non-working or missing equipment within two (2) hours after notification by City personnel. Units reported by the City as missing and recovered at a later date by the City will be made available for the Contractor to pick up. When requested to do so, the Contractor shall immediately replace non-working or missing equipment that are critical for safety of the public and/or traffic flow. The City shall not be charged the unit price for any worksite equipment that the contractor has failed to correct or replace within the two (2) hour requirement. Equipment that is stolen, damaged or lost shall be replaced or removed from service. The City shall not be charged for such equipment. Emergencies: Emergency response time shall be a maximum of two (2) hours from the time of the initial emergency phone call from the City. All necessary barricade equipment and personnel shall be at the job site within the two (2) hours of response time after receiving the initial call, including nights, weekends, and holidays. The contractor shall have the staff, equipment, and capability to provide emergency response traffic control with up to four (4) separate crews during an emergency event at the request of the City. The twenty-four (24) hour emergency phone number provided by the contractor shall be the same as the phone number used for routine orders. Failure to comply with this two (2) hour delivery window shall be addressed through performance evaluations and will be handled accordingly. Failure to address unsatisfactory performance may result in termination of the contract. No special set-up charges shall be made for emergency requests: travel time, loading at the yard, time spent setting up and taking down equipment is included in the rental unit costs and shall not be charged for emergency requests. Traffic Control Permit: All Permittees, including City departments must obtain a street closure permit (partial or complete) for restrictions of all streets, sidewalks, bike lanes and alleys within Prescott. While issuance of a permit authorizes work to be performed within the public right-of-way, the permit does not guarantee the requester any exclusive right to occupy a particular portion of the public right-of-way. Weather, emergencies, incidents, or other planned projects that require use of the right-of-way might temporarily curtail construction and maintenance activities for which a permit has been issued. Requests for street closure permits (partial or complete) must conform with Chapter 4, “GENERAL TRAFFIC REGULATIONS” of the Traffic Barricade Manual, and with any 8 “Special Traffic Regulations” listed in the City project specifications/special conditions or permit conditions. Except in emergency situations, any deviation from those regulations must have the prior approval of the Transportation Services Division. Right-of-way Use Permits, including those for which partial or full street closures are being requested, are obtained at the “One-Stop” permit counter in City Hall. Advance notice of restrictions is required to enable notification of emergencies and other affected services. Except in an emergency, closures WILL NOT be permitted without the required advance notice. Advance Notice Requirements:  72 hours for complete closures on major and collector streets  48 hours for partial closures on major and collector streets including bike lane and sidewalk closures. Invoicing: Item descriptions for pay items provided on the Price Sheet (Form B) must match on all delivery/return tickets and invoices. Invoices must be emailed on a weekly basis to the project manager or ap@prescott-az.gov . The contractor is required to maintain appropriate records of all rental requests such that invoicing and reconciling of all these requests should be completed within one (1) week of the “close-out” or “pick- up” date of the order. The invoice and applicable delivery/ return tickets for each order must be submitted together to the City for payment on a weekly basis and contain the City Department / Division Name, and the name and telephone number of the employee authorizing the order. Each delivery/return ticket and invoice shall be emailed separately for each department / division. Failure to comply with the above requirements may delay payment of the submitted invoices. Grant or Federal Funded Jobs: Some jobs may be a grant or federal funded project. If they are to be a grant or federal funded project, the City will notify the contractor of this and the grant or federal requirements on that project. Additional pricing may be added for administration if the project meets Davis-Bacon requirements. For these types of projects additional council approval may be required. If they are required, the City will notify the contractor. A copy of some of the grant/federal regulations is attached as Exhibit B. C. PROPOSED PROJECT SCHEDULE Project milestones are estimated to be as follows:  Request for Proposal Advertised March 17 & 24, 2024.  Proposal Due Date/Opening April 4, 2024  Award of Contract April or May 2024 9 All milestones are the earliest dates for planning purposes only and should not represent any contractual commitment whatsoever on the part of the City. D. REQUESTS FOR INFORMATION Contractors who desire clarification of the procurement terms, selection criteria or submittal requirements shall restrict their inquiries to written communications only. All communications (other than delivery of the proposal as defined below) shall be addressed to the City project representative at the following: Melissa Busby Purchasing Manager contracts@prescott-az.gov Requests for information must be received by the project representative prior to 5:00 PM on Tuesday, March 26, 2024. Responses, or addenda as required, will be issued no later than 4:00pm on Friday, April 1, 2024. Receipt of addenda must be acknowledged on the required form in the contractor’s submission. It is the submitter’s sole responsibility to check the City’s website for periodic updates or addenda. II. SUBMITTAL REQUIREMENTS Contractors shall possess the qualifications and Arizona licenses as required by law. Responses to this Request must be in the form of a proposal, as outlined in this document. The City assumes no liability for the cost of preparing a response to this Request. Any deviations from the provisions of this Request which are desired by the Offeror shall be specifically noted in the proposal submitted. A. PROPOSAL REQUIREMENTS Proposals shall be submitted as one (1) original with one (1) flash drive and must conform to this Request. The proposal shall include the following:  Form A – Solicitation Response Cover Sheet  Form B – Price Sheet  Form C – Bid Certification  Form D – Non-Collusion Certificate  Form E – Certificate of Ownership  Form F – Bidder Qualifications, Representations and Warranties  Form G – Subcontractor’s List B. INSTRUCTIONS FOR SUBMITTAL FORMS  Form A – Solicitation Response Cover Sheet Bidder shall complete, sign, and submit Form A as the first page of the bid package. 10  Form B – Price sheet The bidder shall certify that its bid will be valid for 90 days after submission. Bidders may be asked to extend this certification. Bidder shall complete, sign, and submit Form B.  Form C – Bid Certification Bidder shall complete, sign, and submit Form C.  Form D – Non-Collusion Certificate Bidder shall complete, sign, and submit Form D.  Form E – Certificate of Ownership Bidder shall complete, sign, and submit Form E completely and accurately stating the names and addresses of all persons, contractors, corporations, partnerships, or other associations having any direct or indirect financial interest in the Bidder’s business and the nature and extent of each such interest.  Form F – Bidder Qualifications, Representations and Warranties The City shall consider awarding agreements only to responsible Bidders. Responsible Bidders are those that have, in the sole judgment of the City, the financial ability, character, reputation, resources, skills, capability, reliability, and business integrity necessary to fulfil the requirements of the agreement. In determination of responsibility, the City may consider all information available to the City, whether specifically provided by the Bidder in response to this solicitation or other information otherwise available to the City in evaluating the responsibility of the Bidder. Such information may include, but is not limited to, experience and history of the City with current and/or prior contracts held by the Bidder with the City or with other agencies, references provided by the Bidder to the City, information provided by the Bidder as part of the solicitation responses, and information not specifically provided by the Bidder but is otherwise available to the City and has merit in consideration of responsibility, in the opinion of the City. The evaluation of responsibility shall be determined by the City and shall be in the sole opinion of the City. Such an evaluation by the City shall be final and not subject to appeal. Furthermore, no agreement will be awarded to a Bidder if any owner of such Bidder has been convicted within the past ten years of a crime involving dishonesty or false statements, or if the Bidder has unsatisfied tax or judgment liens. The Bidder shall provide two (2) references, a subcontractors list and certify there are no unsatisfied tax liens or judgments on record. Bidder shall complete, sign, and submit Form F. C. DISCLOSURE Identify any public or private disciplinary actions against your contractor or individuals within your contractor that occurred within the past five (5) years and would be relevant to this contract. This includes action by professional organizations or oversight committees. 11 Report any significant material litigation information that would be relevant to this contract. Disclose any investigation (involving your contractor or individuals) conducted in the past five (5) years of any federal or state regulatory agency that might have an impact on this contract. D. PROPRIETARY INFORMATION All materials submitted in response to the solicitation, including samples, shall become the property of the City and are therefore subject to public release, upon request, after the Contract award. Contractors shall clearly mark any proprietary information contained in its submittal with the words “Proprietary Information”. Contractors shall not mark any Solicitation Form as proprietary. Marking all or nearly all of a submittal as proprietary may result in rejection of the submittal. Contractors should be aware that the City is required by law to make its records available for public inspection. All contractors, by submission of materials marked proprietary, acknowledge, and agree that the City will have no obligation to advocate for non-disclosure in any form nor will the City assume any liability to the contractors in the event that the City must legally disclose these materials. E. DELIVERY OF SUBMITTALS Sealed proposals will be received before 2:00 PM on Thursday, April 4, 2024, at the City Clerk’s Office, 201 N. Montezuma Street, Suite 302, Prescott, Arizona 86301, at which time all submittals will be publicly opened. Any submittals received at or after 2:00 PM on the above-stated date will be returned unopened. Contractors are solely responsible for the delivery of their submittals to the above location by the time and date specified. The City is not responsible for lateness of mail, carrier, etc. The city will not accept delivery of the bid to any other city locations. The time and date stamp in the City Clerk’s Office shall be the official time of receipt. Electronic or facsimile submittals will not be considered. Modifications to submittals will not be considered after the 2:00 PM deadline. The outside of the submittal envelope shall indicate the name and address of the Respondent; shall be addressed to the City Clerk, City of Prescott, at the above address; and shall be clearly marked: Request for Proposals: Emergency and On-Call Traffic Control Services Due before 2:00 PM on April 4, 2024 12 III. CONTRACT NEGOTIATION AND AWARD To qualify the proposal must be submitted on time and materially satisfy all requirements identified in this Request. If, in the judgment of the City, a proposal does not conform to the format specified herein, or if any section is absent or significantly incomplete, the City reserves the right to reject the submittal. A. OVERVIEW Approval of the City Council will be required for the award of a contract for performance of the services described herein. The City reserves the right to cancel this Request, reject in whole or in part any and all submittals, waive or decline to waive irregularities in any submittals, or determine not to enter into contract as specified if determined by the City to be in the City’s best interests. B. AWARD OF CONTRACT The selected company/contractor will be required to execute and meet the terms of the City’s standard General Services Agreement, including insurance requirements, in a form acceptable to the City Attorney. Approval of the City Council will be required for award of a contract for performance of the services described herein and as may additionally be developed during negotiations. Any contract award submitted to the City Council for consideration is not binding on the City until after approval by the City Council and full execution of the contract documents by both parties. C. BASIC INSURANCE REQUIREMENTS Vendor / Contractor and/or subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Vendor / Contractor, his agents, representatives, employees, or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The City in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Vendor / Contractor, his agents, representatives, employees, or subcontractors. Vendor / Contractor is free to purchase such additional insurance as may be determined necessary. Additional Insurance Requirements: The policies shall include, or be endorsed to include the following provisions: 1. On insurance policies where the City of Prescott is named as an additional insured, the City of Prescott shall be an additional insured to the full limits of liability purchased by 13 the Contractor even if those limits of liability are in excess of those required by this Contract. Additional Insured: City of Prescott 201 N. Montezuma Street Prescott AZ 86301 2. The Contractor's insurance coverage shall be primary insurance and non-contributory with respect to all other available sources. All certificates required by this Contract shall be emailed directly to coi@prescott-az.gov AND contracts@prescott-az.gov . The City contract number and project description shall be noted on the certificate of insurance. The City reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time. Any Renewal of insurance certificates with endorsements will need to be emailed to the above emails at least two weeks prior to expiration. Notice of Cancellation: With the exception of a ten (10) day notice of cancellation for non- payment of premium, any changes to material to compliance with this contract in the insurance policies above shall require thirty (30) days written notice. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-VII, unless otherwise approved by the City of Prescott Risk Management Division. Verification of Coverage: Contractor shall furnish the City with certificates of insurance (ACORD form or equivalent approved by the City) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and any required endorsements are to be received and approved by the City before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the contract. Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of contract. Insurance Limit Requirements - Contractor shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a following form basis. 14 Commercial General Liability – Occurrence Form: Policy shall include bodily injury, property damage, personal injury, broad form contractual liability coverage.  General Aggregate $ 2,000,000  Products – Completed Operations Aggregate $ 1,000,000 (if applicable)  Personal and Advertising Injury $ 1,000,000 (if applicable)  Each Occurrence $ 1,000,000 The policy shall be endorsed to include the following additional insured language: "The City of Prescott shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of, the Contractor ". Business Automobile Liability: Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of this Contract.  Combined Single Limit (CSL) $ 1,000,000 The policy shall be endorsed to include the following additional insured language: "The City of Prescott shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor ". Worker’s Compensation and Employer’s Liability: Workers’ Compensation Statutory Employer’s Liability  Each Accident - $ 1,000,000  Disease – each employee - $ 1,000,000  Disease – policy limit - $ 1,000,000 The policy shall contain a waiver of subrogation against the City of Prescott for losses arising from work performed by or on behalf of the Vendor / Contractor. All insurance required pursuant to this Agreement must be written by an insurance company authorized to do business in the State of Arizona, to be evidenced by a Certificate of Authority as defined in ARS Section 20-217, a copy of which certificate is to be attached to each applicable bond or binder. Prior to commencing work under this Agreement, the Vendor / Contractor shall provide City with evidence that it is either a “self-insured employer” or a “carrier insured employer” for Workers’ Compensation as required by ARS 23-901 et seq., or that it employs no persons subject to the requirement for such coverage. 15 IV. TERM OF CONTRACT The initial term of the contract shall be for a period of one (1) year. The contract may be extended for an additional one (1) year period up to a total of four (4) additional years, with the mutual consent of the City of Prescott and Contractor /Supplier. With the renewal of the contract, the price of goods under this contract shall not increase in subsequent years by more than the Consumer Price Index (CPI) for the prior year. Notice of intent to renew with evidence of pricing increase shall be provided by the vendor at least two (2) months prior to normal contract expiration. If renewal results in changes of the terms or conditions, such changes shall be in writing as an amendment to the contract and such amendment shall not become effective until fully executed by both parties. V. TERMINATION OF CONTRACT The City reserves the right to terminate any part of or the entirety of any contract that may result from this proposal, without cause and at any time with thirty (30) calendar days’ written notice. In such case, the consultant shall be paid for services rendered through the date of the termination notice, and the results of all such work through that date shall become the property of the City. VI. COOPERATIVE USE OF CONTRACT This contract may be extended for use by other municipalities, school districts and government agencies in the State of Arizona and as part of the Strategic Alliance for Volume Expenditures (S.A.V.E.) with the approval of the contracted vendor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. VII. PROTEST POLICY Any protest against the solicitation or award must be filed with the City Clerk’s Office by 4:00 PM up to ten (10) days after award. All such protests shall be in writing and contain the following: 1) Name, address, email address and telephone number of the interested party; 2) Signature of the interested party or its representative; 3) Identification of the purchasing department and Project name; 4) Detailed statement of the legal and factual grounds for protest including copies of relevant documents; and 5) Form of relief requested. Protesting parties must demonstrate as part of their protest that they made every reasonable effort within the schedule and procedures of this solicitation to resolve the basis or bases of their protest during the solicitation process, including asking questions, seeking clarifications, requesting addenda, and otherwise alerting the City to perceived problems so that corrective action could be taken prior to the selection of the successful contractors. The City will not consider any protest based on items which could have been or should have been raised prior to the deadline for submitting questions or requesting addenda. The filing of a protest shall not prevent the City from executing an agreement with any other proposer. 16 VIII. STANDARD INFORMATION A. In case of default by the bidder, the City of Prescott may procure the items or service from other sources and may deduct from any monies due or that may thereafter become due to the bidder the difference between the price named in the contract or purchase order and the actual cost thereof to the City of Prescott. Prices paid by the City shall be considered the prevailing market price at the time such purchase is made. Periods of performance may be extended if the facts as to the cause of delay justify such extension in the opinion of the Purchasing Division. B. The parties hereto expressly covenant and agree that in the event of a dispute arising from this Agreement, each of the parties hereto waives any right to a trial by jury. In the event of litigation, the parties hereby agree to submit to a trial before the Court. Neither party shall be entitled to an award of attorneys’ fees, either pursuant to the Contract or any other state or federal statute. C. Brand names are only used for reference to indicate character or quality desired unless otherwise indicated. D. The parties hereto expressly covenant and agree that in the event of a dispute arising from this Agreement, each of the parties hereto waives any right to a trial by jury. In the event of litigation, the parties hereby agree to submit to a trial before the Court. The Contractor further agrees that this provision shall be contained in all subcontracts related to the project, which is the subject of this Agreement. E. The parties hereto expressly covenant and agree that in the event of litigation arising from this Agreement, neither party shall be entitled to an award of attorney fees, either pursuant to the Contract, pursuant to ARS Section 12-341.01 (A) and (B), or pursuant to any other state or federal statute, court rule, case law or common law. The Contractor further agrees that this provision shall be contained in all subcontracts related to the project that is the subject of this Agreement. F. In the event of default, neither party shall be liable for incidental, special, or consequential damages. G. This Agreement is non-assignable by the Contractor unless by subcontract, as approved in advance by the City. H. This Agreement shall be construed under the laws of the State of Arizona. I. This Agreement represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the City and the Contractor. Written and signed amendments shall automatically 17 become part of the Agreement, and shall supersede any inconsistent provision therein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary. J. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term, condition, or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. K. INDEMNIFICATION: To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees, court costs, and the cost of appellate proceedings), relating to, arising out of, or alleged to have resulted from the acts, errors, mistakes, omissions, work or services of the Contractor, its employees, agents, or any tier of subcontractors in the performance of this Contract, Contractor’s duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors, officials and employees that arise in connection with any claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property including loss of use resulting therefrom, caused by any acts, errors, mistakes, omissions, work or services in the performance of this Agreement including any employee of the Contractor or any tier of subcontractor or any other person for whose acts, errors, mistakes, omissions, work or services the Contractor may be legally liable. L. No oral order, objection, claim or notice by any party to the other shall affect or modify any of the terms or obligations contained in this Agreement, and none of the provisions of this Agreement shall be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed waiver or modification thereof in writing. No evidence of modification or waiver other than evidence of any such written notice, waiver or modification shall be introduced in any proceeding. M. Contractor Immigration Warranty (if applicable) Contractor understands and acknowledges the applicability to it of the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989. The following is only applicable to construction contracts: The Contractor must also comply with A.R.S. § 34-301, “Employment of Aliens on Public Works Prohibited”, and A.R.S. § 34-302, as amended, “Residence Requirements for Employees”. Under the provisions of A.R.S. § 41-4401, Contractor hereby warrants to the City that the Contractor and each of its subcontractors (“Subcontractors”) will comply with and are contractually obligated to comply with all Federal Immigration laws and regulations that relate to their employees and A.R.S. § 23-214(A) (hereinafter “Contractor Immigration Warranty”). 18 A breach of the Contractor Immigration Warranty shall constitute a material breach of this Contract and shall subject the Contractor to penalties up to and including termination of this Contract at the sole discretion of the City. The City retains the legal right to inspect the papers of any Contractor or Subcontractors employee who works on this Contract to ensure that the Contractor or Subcontractor is complying with the Contractor Immigration Warranty. The contractor agrees to assist the City in regard to any such inspections. The City may, at its sole discretion, conduct random verification of the employment records of the Contractor and any of subcontractors to ensure compliance with Contractor’s Immigration Warranty. The contractor agrees to assist the City in regard to any random verification performed. Neither the Contractor nor any Subcontractor shall be deemed to have materially breached the Contractor Immigration Warranty if the Contractor or Subcontractor establishes that it has complied with employment verification provisions prescribed by sections 274A and 274B of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. § 23-214, Subsection A. The provisions of this Article must be included in any contract the Contractor enters into with any and all of its subcontractors who provide services under this Contract or any subcontract. “Services” are defined as furnishing labor, time or effort in the State of Arizona by a Contractor or subcontractor. Services include construction or maintenance of any structure, building or transportation facility or improvement to real property. N. Israel: Vendor certifies that it is not currently engaged in and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. O. Force Labor of Ethnic Uyghurs Certification: Pursuant to A.R.S. § 35- 394, Contractor / Supplier certifies that the contractor does not currently, and agrees for the duration of the contract that it will not, use: 1. The forced labor of ethnic Uyghurs in the People' s Republic of China 2. Any goods or services produced by the forced labor of ethnic Uyghurs in the People' s Republic of China; and 3. Any Contractor / Supplier 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. If the Contractor / Supplier becomes aware during the term of the Contract that the company is not in compliance with the written certification, the Contractor shall notify the City of Prescott within five business days after becoming aware of the noncompliance. If the Contractor / Supplier does not provide City of Prescott with a written certification that the Company has remedied the noncompliance within 180 days after notifying the City of Prescott of the noncompliance, this Contract terminates, except that if the Contract termination date occurs before the end of the remedy period, the Contract terminates on the Contract termination date. 19 P. Contracting with small and minority contractors, women's business enterprise and labor surplus area contractors: 1. The Company will take all necessary affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible. 2. Affirmative steps shall include: a. Placing qualified small and minority businesses and women's business enterprises on solicitation lists b. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources. c. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises. d. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises. e. Using the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the Department of Commerce. Q. In the event of a discrepancy between this Agreement and other documents incorporated into this Agreement this Agreement shall control over such other incorporated documents. R. Non-Availability of Funds: Fulfillment of the obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for the performance of such obligations. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by the City at the end of the period for which the funds are available. No liability shall accrue to the City in the event this provision is exercised, and the City shall not be obligated or liable for any future payments. 20 General Services Contract Emergency and On-Call Traffic Control Services Contract Number: 2024-*** THIS AGREEMENT made and entered into this ** day of **, 2024, by and between ** of the City of ** (Contractor City), County of ** (Contractor County), State of ** (Contractor State), hereinafter designated “Contractor”, and the City of Prescott, a municipal corporation, organized and existing under and by virtue of the laws of the State of Arizona, hereinafter designated “City”. WITNESSETH: That the said Contractor, for and in consideration of the sum to be paid by the City, and of the other covenants and agreements herein contained, and under the penalties expressed in the bonds provided, hereby agrees, for himself, his heir, executors, administrators, successors and assigns as follows: ARTICLE I – SCOPE OF WORK: The Contractor shall furnish any and all labor, materials, equipment, transportation, utilities, services and facilities, required to perform all work for the construction of the project described as City of Prescott: Emergency and On-Call Traffic Control Services in a good and workmanlike and substantial manner and to the satisfaction of the City through its Contactors and under the direction and supervision of the Purchasing Division, or his properly authorized agents and strictly pursuant to and in conformity with the Plans and Specifications prepared by the Contractors for the City, and with such written modifications of the same and other documents that may be made by the City through the Purchasing Division or his properly authorized agents, as provided herein. ARTICLE II – CONTRACT DOCUMENTS: The Notice Inviting Bids, Plans, Standards Specifications and Details, Special Conditions, Addenda, if any, and Proposal as accepted by the Mayor and Council per Council Minutes of ** (Date of Council Meeting approved), Certificate of Insurance and Contract Amendments, if any, are by this reference made a part of this Contract to the same extent as if set forth herein in. ARTICLE III – TERM: The initial term of the contract shall be for a period of one (1) year. The contract may be extended for an additional one (1) year period up to a total of four (4) additional years, with the mutual consent of the City of Prescott and Contractor /Supplier. With the renewal of the contract, the price of goods under this contract shall not increase in subsequent years by more than the Consumer Price Index (CPI) for the prior year. Notice of intent to renew with evidence of pricing increase shall be provided by the vendor at least two (2) months prior to normal contract expiration. If renewal results in changes of the terms or conditions, such changes shall be in writing as an amendment to the contract and such amendment shall not become effective until fully executed by both parties. SAMPLE 21 ARTICLE IV – COMPENSATION: Contractor shall be paid, pursuant to the provisions as set forth in the Contract documents, the total sum of ** (Written amount) dollars and no cents (** $ 000.00) plus any approved contract amendments, for the full and satisfactory completion of all work as set forth in the Project Specifications and Contract Documents. Retention shall be in accordance with Arizona Revised Statutes Section 34-221. ARTICLE V – CONFLICT OF INTEREST: Pursuant to ARS Section 38-511, the City of Prescott may cancel this contract, without penalty or further obligation, if any person significantly involved in initiating, negotiation, securing, drafting or creating the contract on behalf of the City of Prescott is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. In the event of the foregoing, the City of Prescott further elects to recoup any fee or commission paid or due to any person significantly involved in initiating, negotiation, securing, drafting, or creating this contract on behalf of the City of Prescott from any other party to the contract, arising as a result of this contract. ARTICLE VI – AMBIGUITY: This Agreement is the result of negotiations by and between the parties. Although it has been drafted by the Prescott City Attorney, it is the result of the negotiations between the parties. Therefore, any ambiguity in this Agreement is not to be construed against either party. ARTICLE VII – NONDISCRIMINATION: The Contractor, with regard to the work performed by it after award and during its performance of this contract, will not discriminate on the grounds of race, color, national origin, religion, sex, disability or familial status in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by or pursuant to Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Section 109 of the Housing and Community Development Act of 1974, the Age Discrimination Act of 1975, the Americans With Disability Act (Public Law 101-336, 42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, and Arizona Governor Executive Orders 99- 4, 2000-4 and 2009-09 as amended. ARTICLE VIII – INDEPENDENT CONTRACTOR STATUS: It is expressly agreed and understood by and between the parties that the Contractor is being retained by the City as an independent contractor, and as such the Contractor shall not become a City employee, and is not entitled to payment or compensation from the City or to any fringe benefits to which other City employees are entitled other than that compensation as set forth in Article IV - Compensation above. As an independent contractor, the Contractor further acknowledges that he is solely responsible for payment of any and all income taxes, FICA, withholding, unemployment insurance, or other taxes due and owing any governmental entity whatsoever as a result of this Agreement. As an independent contractor, the Contractor further agrees that he will conduct himself in a manner consistent with such status, and that he will neither hold himself out nor claim to be an officer or employee of the City by reason thereof, and that he will not make any claim, demand or application to or for any right or privilege applicable to any officer or employee of the SAMPLE 22 City, including but not limited to workmen's compensation coverage, unemployment insurance benefits, social security coverage, or retirement membership or credit. ARTICLE IX – CITY FEES: Prior to final payment to the Contractor, the City shall deduct there from any and all unpaid privilege, license and other taxes, fees and any and all other unpaid moneys due the City from the Contractor and shall apply to those moneys to the appropriate account. Contractor shall provide to the City any information necessary to determine the total amount(s) due. ARTICLE X – OTHER WORK IN PROJECT AREA: The City of Prescott, any other contractors, whether under contract with the City, a third party, and/or utilities, may be working within the project area while this Contract is in progress. The Contractor herein acknowledges that delays and disruptions may, and in all likelihood, will occur due to other work. The Contractor’s bid shall be deemed to have recognized and included costs arising from and associated with other work in the project area disclosed by the Contract Documents or which would be apparent to an experienced contractor exercising due diligence during inspection of the project documents, the question-and-answer session in the pre-bid process or during site inspection. No payment will be made for any delays or disruptions in the work schedule that are wholly the fault of the contractor, its agents, employees, or any of the contractor’s subcontractors. In the event that the contractor encounters delay or disruption in the project schedule due to factors not wholly the fault of the contractor or within the contractor’s control then the Contract may be adjusted pursuant to the Delay’s and Extension of Time provisions of this Contract and a timely request submitted for Contract Amendment. Failure to submit a timely request for Contract Amendment shall be deemed a waiver of any entitlement to additional compensation. ARTICLE XI - COOPERATIVE USE OF CONTRACT: This contract may be extended for use by other municipalities, school districts and government agencies in the State of Arizona and as part of the Strategic Alliance for Volume Expenditures (S.A.V.E.) with the approval of the contracted vendor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. ARTICLE XII – RIGHT TO ASSURANCE: If the City in good faith has reason to believe that the Contractor does not intend to or is unable to perform or continue performing under this Contract, the Purchasing Division may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within the number of Days specified in the demand may, at the City’s option, be the basis for terminating the Contract. ARTICLE XIII – TERMINATION FOR CONVENIENCE: The City reserves the right to terminate the Contract, in whole or in part at any time, when in the best interests of the City without penalty or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination, and minimize all further costs to the City. In the event of termination under this paragraph, all documents, data, and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the City upon demand. The Contractor shall be entitled to receive SAMPLE 23 just and equitable compensation for work completed, and materials accepted before the effective date of the termination. ARTICLE XIV – MISCELLANEOUS A. The parties hereto expressly covenant and agree that in the event of a dispute arising from this Agreement, each of the parties hereto waives any right to a trial by jury. In the event of litigation, the parties hereby agree to submit to a trial before the Court. The Contractor further agrees that this provision shall be contained in all subcontracts related to the project, which is the subject of this Agreement. B. The parties hereto expressly covenant and agree that in the event of litigation arising from this Agreement, neither party shall be entitled to an award of attorney fees, either pursuant to the Contract, pursuant to ARS Section 12-341.01 (A) and (B), or pursuant to any other state or federal statute, court rule, case law or common law. The Contractor further agrees that this provision shall be contained in all subcontracts related to the project that is the subject of this Agreement. C. In the event of default, neither party shall be liable for incidental, special, or consequential damages. D. Any notices to be given by either party to the other must be in writing, and personally delivered or mailed by prepaid postage, at the following addresses: City of Prescott ** 201 N Montezuma Street ** Prescott, AZ 86301 ** contracts@prescott-az.gov ** E. This Agreement is non-assignable by the Contractor unless by subcontract, as approved in advance by the City. F. All invoices shall be emailed to the project manager and ap@prescott-az.gov. G. This Agreement shall be construed under the laws of the State of Arizona. H. This Agreement represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the City and the Contractor. Written and signed amendments shall automatically become part of the Agreement, and shall supersede any inconsistent provision therein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary. I. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term, condition, or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. SAMPLE 24 J. INDEMNIFICATION: To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees, court costs, and the cost of appellate proceedings), relating to, arising out of, or alleged to have resulted from the acts, errors, mistakes, omissions, work or services of the Contractor, its employees, agents, or any tier of subcontractors in the performance of this Contract, Contractor’s duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors, officials and employees that arise in connection with any claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property including loss of use resulting therefrom, caused by any acts, errors, mistakes, omissions, work or services in the performance of this Agreement including any employee of the Contractor or any tier of subcontractor or any other person for whose acts, errors, mistakes, omissions, work or services the Contractor may be legally liable. K. No oral order, objection, claim or notice by any party to the other shall affect or modify any of the terms or obligations contained in this Agreement, and none of the provisions of this Agreement shall be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed waiver or modification thereof in writing. No evidence of modification or waiver other than evidence of any such written notice, waiver or modification shall be introduced in any proceeding. L. INSURANCE: Vendor / Contractor and/or subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Vendor / Contractor, his agents, representatives, employees, or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The City in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Vendor / Contractor, his agents, representatives, employees, or subcontractors. Vendor / Contractor is free to purchase such additional insurance as may be determined necessary. Additional Insurance Requirements: The policies shall include, or be endorsed to include the following provisions: 3. On insurance policies where the City of Prescott is named as an additional insured, the City of Prescott shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Additional Insured: City of Prescott 201 N. Montezuma Street Prescott AZ 86301 SAMPLE