NOTICE & REQUEST FOR PROPOSALS TOWN OF GILBERT

Supplies: Fire Department Uniforms Solicitation Number: 2018-3002-0208 Proposal Opening/Deadline for Submittal: April 19, 2018 Location: Municipal Center, Room 302A/B, 50 East Civic Center Drive, Gilbert, AZ 85296 Gilbert Staff Contact/ telephone number: Diane Shannon 480-503-6818 Diane.Shannon@gilbertaz.gov Contract Documents available at: RFP/Contract documents may be downloaded from www.gilbertaz.gov/rfp at no charge Date and Location for Submittal of Sealed Proposals: Sealed proposals will be received at Gilbert’s Purchasing Division, Attn: Diane Shannon, Municipal Center, 50 East Civic Center Drive, Gilbert, Arizona 85296 until 10:00 a.m. April 19, 2018 for the above supplies. Proposals must be submitted in a sealed envelope clearly marked on the outside with the name of the supplies and the solicitation number. Any proposal received after the time specified will be returned unopened. It is the proposer’s responsibility to assure proposals are received at the above location on or before the specified time. Proposals will be opened at 10:00 a.m. in Conference Room 302A/B and the name of each proposer shall be publicly read aloud immediately after the time for receiving proposals. Supplies Sought: Gilbert seeks to purchase new Fire Department Uniforms. The Town intends to enter into a contract for Fire Department Uniforms. Gilbert will enter into contract with a proposer determined most advantageous to Gilbert. Gilbert reserves the right to reject any or all proposals, waive any informality in a proposal or to withhold the Award for any reason Gilbert determines. Proposal Requirement: Each proposal will be in accordance with the proposal requirements, set forth in the Request for Proposal, which may be obtained at www.gilbertaz.gov/rfp Any proposal which does not conform in all material respects to the Request for Proposals will be considered non-responsive. Right to Reject Proposals: Gilbert reserves the right to reject any or all proposals, waive any informality in a proposal or to withhold the Award for any reason Gilbert determines. Equal Opportunity: Gilbert is an equal opportunity employer. Minority and women’s business enterprises are encouraged to submit proposals on this solicitation. TOWN OF GILBERT, ARIZONA Publications Date(s) March 22, 23, 24, 25, 2018

2 Supplies RFP Form No. 1.3.2 Revised February 21, 2018 (RRask)

IMPORTANT PROPOSER’S CHECK LIST

[ ] 1. The proposal has been signed in the Proposer’s Offer Section. (Proposals not

signed in this section will not be considered.) Authorized Signature Form is enclosed.

[ ] 2. The proposal prices offered have been reviewed and Exhibit A is enclosed [ ] 3. The price extensions and totals have been checked.

[ ] 4. Any required drawings or descriptive literature have been included. [ ] 5. The delivery/shipment information has been included. [ ] 6. The Proposal Questionnaire has been included / attached to your proposal [ ] 7. Contact Information (Email and Phone) have been included in your proposal. [ ] 8. Any addendums have been included / noted in Offer Section. [ ] 9. The mailing envelope/package has been addressed to: RFP Fire Department Uniforms 2018-3002-0208 Diane Shannon Purchasing Division 50 East Civic Center Drive Gilbert, Arizona 85296 [ ] 10. Proposal Package/Envelope has been identified with proposal number and title. [ ] 11. The proposal is submitted and stamped in Gilbert Receptionist/representative no later

than specified time on designated date. (Otherwise the proposal cannot be considered.)

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REQUEST FOR PROPOSAL DOCUMENTS FOR: 2018-3002-0208 FOR THE TOWN OF GILBERT, ARIZONA Gilbert intends to purchase Fire Department Uniforms in compliance with these specifications. The supplies shall be delivered FOB Gilbert and shall be fully assembled and ready for use. I. REQUIREMENTS FOR PROPOSERS. 1.1 Proposal Opening Date and Location: Proposals will be received in the office of Gilbert’s Purchasing Division, Attn.: Diane Shannon, Municipal Center, 50 East Civic Center Drive, Gilbert, Arizona 85296, until 10:00 a.m., on April 19, 2018 at which time the proposals will be opened and the proposers’ names will be read aloud. Late proposals will not be considered. 1.2 Proposal Documents Available: The Proposal Documents consist of four parts: I. Requirements for Proposers, II. General Conditions, III. Scope of Work / Design Standards / Specifications, and IV. Proposer’s Proposal (form). The Proposal Documents are available at www.gilbertaz.gov/rfp ; or by contacting Diane Shannon Diane.Shannon@gilbertaz.gov 480-503-6818 and may be obtained upon request. 1.3 Incorporation of Proposal Documents: All of the Proposal Documents apply to and become a part of the terms and conditions of the proposal. ANY EXCEPTIONS, DEVIATIONS, OR MODIFICATIONS MUST BE IN WRITING and attached to the proposal. 1.4 Proposal Form: Proposals must be submitted only on the proposal form. All proposals must be submitted in a sealed envelope clearly marked “Proposal for Fire Department Uniforms 2018-3002-0208– Purchasing Division – Attn: Diane Shannon.” 1.5 INTENTIONALLY OMITTED 1.6 Gilbert's Right to Reject Proposals: Gilbert reserves the right to reject any and all proposals and to waive technicalities. 1.7 Late Proposals: Late submittals and/or unsigned Proposals will not be considered under any circumstances. Envelopes containing Proposals with insufficient postage will not be accepted by Gilbert. It is the sole responsibility of the Proposer to see that his/her Proposal is delivered and received by the proper time and at the proper place. 1.8 Proposal Amendment or Withdrawal: A Proposal may be withdrawn anytime before the Proposal due date and time. A Proposal may not be amended or withdrawn after the Proposal due date and time except as otherwise provided by applicable law.

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1.9 Public Record: All Proposals submitted in response to this solicitation and all evaluation related records shall become property of Gilbert and shall become a matter of public record for review, subsequent to proposal opening. Request for nondisclosure of data such as trade secrets and other proprietary data, must be made known in writing to Gilbert in Proposals submitted, and the information sought to be protected clearly marked as proprietary. Gilbert will not insure confidentiality of any portion of the proposal that are submitted in the event that a public record request is made. Gilbert will provide 48 hours notice before releasing materials identified by the proposal as confidential or proprietary in order for the proposer to apply for a court order blocking the release of the information. 1.10 Persons with Disabilities: Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Clerk’s Office. Requests shall be made as early as possible to allow time to arrange the accommodation. 1.11 Proposal Acceptance Period: All proposals shall remain open for 90 days after the day of the opening of proposals, but Gilbert may, at its sole discretion, release any proposal and return the proposal security (as applicable) prior to that date. No Proposer may withdraw his Proposal during this period without written permission from Gilbert. Should any Proposer refuse to enter into a contract, under the terms and conditions of the procurement, Gilbert may retain the security (as applicable), not as a penalty, but as liquidated damages. 1.12 Addendum: This Request for Proposals may only be modified by a written Addendum. Potential Proposers are responsible for obtaining all addenda. See 1.13. 1.13 Vendor Registration: Proposers may register via the on-line Vendor Registration system at https://procure.az.gov in order to automatically receive notification of Addenda to this Solicitation or notice of other solicitation opportunities. A Proposer who is not so registered must contact Gilbert’s Contact Person, Diane Shannon Diane.Shannon@gilbertaz.gov 480-503-6818 to make other arrangements to receive notice of Addenda to this Solicitation. All addenda will be posted on the Gilbert website at www.gilbertaz.gov/rfp. 1.14 General Evaluation Standards: Gilbert seeks to obtain the supplies described above ready for regular and normal use. Gilbert wishes to obtain the most reliable and productive supplies. Gilbert will evaluate proposals on the basis of cost, compliance with the Proposal Documents, maintenance cost and serviceability, and suitability for the intended purpose. Gilbert will be the sole judge of whether the supplies offered are acceptable. Proposals from individuals who have provided inadequate supplies to municipalities in the past, or proposals offering supplies proven unsatisfactory in Gilbert's sole judgment may be rejected and not considered.

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1.14.1 Special Consideration: INTENTIONALLY OMITTED 1.14.2 Deviations From Specifications. Any deviations from General Conditions and Specifications and Design Standards may render the proposal non-responsive.

1.14.3 Disqualification. A Proposer (including each of its principals) who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may have its Proposal rejected.

1.14.4 Clarifications. Gilbert reserves the right to obtain Proposer clarifications where necessary to arrive at full and complete understanding of Proposer’s product, service, and/or solicitation response. Clarification means a communication with a Proposer for the sole purpose of eliminating ambiguities in the Proposal and does not give Proposer an opportunity to revise or modify its proposal.

1.14.5 Waiver and Rejection Rights. Gilbert reserves the right to reject any or all Proposals or to cancel the solicitation altogether, to waive any informality or irregularity in any Proposal received, and to be the sole judge of the merits of the respective Proposals received. 1.5 Termination for Failure to Budget. 1.5.1 If funds for the Contract are not budgeted by July 1, 2018, Gilbert may terminate the contract by giving written notice to Proposer. 1.16 Proposal Preparation: 1.16.1 Format. Proposers shall submit their Proposal with an original and 1 copy along with an electronic copy (CD or thumb drive) and shall be submitted either on the forms provided in this Solicitation or their substantial equivalent. Any substitute document must be legible and contain the same information requested on the forms. 1.16.2 No Facsimile or Electronic Mail Proposals. Proposals may not be submitted in facsimile or electronically. A facsimile or electronic mail Proposal shall be rejected. 1.16.3 Typed or Ink Corrections. The Proposal shall be typed or in ink. Erasures, interlineations or other modifications in the Proposal shall be initialed in ink by the person signing the Proposal. 1.16.4 No Modifications. Modifications shall not be permitted after Proposals have been opened except as otherwise provided under applicable law. 1.16.5 Content. The Proposal shall contain all of the following information:

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Prices. Prices shall be listed in the Proposal Section and shall include all freight (FOB destination), insurance, warranty costs, taxes and any other applicable costs. Excise Tax Exemption: The purchase of certain items or materials by Gilbert is exempt from the federal excise tax. Gilbert will furnish an exemption certificate upon presentation by the Successful Proposer at the time of purchase, if so requested by the Successful Proposer. Prompt Payment Terms. Proposer shall indicate prompt payment terms in the areas provided in the Proposal Section. Delivery. The proposal shall indicate Proposer’s promised delivery schedule, in the areas indicated in the Proposal Section. As applicable, the proposer shall meet or exceed the delivery terms listed in the contract. Descriptive Literature. All Proposals shall include complete manufacturer’s descriptive literature regarding the equipment they propose to furnish. Literature shall be sufficient in detail to allow full and fair evaluation of the Proposal submitted. Failure to include this information may result in the Proposal being rejected.

Brief description of the Proposer, including legal organization. Include name, address, phone, fax, e-mail and location of the firm’s principal and local office.

Tax ID Number. Proposers shall provide its Arizona Transaction Privilege Tax Number and/or Federal Tax Identification number in the space provided in the Proposal Section. A Town of Gilbert Sales Tax Number, if applicable, must also be supplied. Exceptions to Solicitation. Any exceptions to the Specifications or Contract terms must be included with the Proposal and submitted in the ‘Exceptions to RFP’ area in the Proposal Section or equivalent in which the Proposer clearly identifies the specific objection and/or exceptions. Failure to list an exception or objection shall preclude a request for changes to the specifications or Contract language. The proposed Form of Contract is included as a part of this Solicitation. In your Proposal you must include a statement that you have reviewed the contract and list any objections to them. Any objections to specifications or the Form Contract will be considered and included in Gilbert’s evaluation of your Proposal. If you fail to list any objections to the specifications or form of contract, you will not be allowed to raise any objections later if you are selected for award. A Proposal that takes exception to a material requirement of any part of the Solicitation, specifications or contract, shall be rejected as non-responsive. Disclosure. If the firm, business or person submitting this Proposal has been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any Federal, state or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the Proposer shall fully explain the circumstances relating to the preclusion or proposed preclusion in the Proposal. The Proposer shall include a

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letter with its Proposal setting forth the name and address of the governmental entity, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above shall be provided. Multiple Award Contract. The Town intends to enter into a contract for Fire Department Uniforms. Gilbert will enter into contract(s) with proposer(s) as determined most advantageous to Gilbert. Gilbert reserves the right to reject any or all proposals, waive any informality in a proposal or to withhold the Award for any reason Gilbert determines. Price Lists. Prices proposed by the Proposer shall be entered on the price sheets provided listing the following: 1) the price shown in Proposers catalog, 2) the percentage of discounts that Proposer is offering, and 3) the resulting price being proposed to Gilbert. Shipment & Delivery. The price(s) Proposal shall include cost, if any, of shipment and delivery to the specified Gilbert location and shall be made F.O.B. Destination (Gilbert), delivered and unloaded to the designated delivery point(s).

Local Parts Supply. The Proposer shall indicate as part of the proposal one or more well-established local parts supply and service facilities in the Phoenix Metropolitan Area which will be able to supply any parts and services needed. If requested by Gilbert, the Proposer shall furnish inventory records from the local parts supply store to show that parts are readily available for the supplies.

Suppliers. Proposer shall list all major suppliers.

References. Proposer shall list, in the Proposal Section, at least three references of other governmental agencies to which Proposer has supplied similar supplies, within the last 3 years, including names, addresses and telephone numbers.

Evaluation Standards Evaluation Criteria: The evaluation criteria are listed below in their relative order of importance. The offer should contain responses to all of the specific information requested below. The

Offeror’s submittal should be organized by section based on the listed criteria.

Method of Approach 35%

Provide a narrative that describes the approach to the Scope of Work. Provide a list of procedures used when an employee arrives for measurements at

contractor’s facility. Please include minimum turnaround time frames for

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products ordered. Provide contactor’s capability to monitor and track expenditures to ensure

uniform allowance is not exceeded. Provide any sample reports that will be used for tracking employees’ allowance

Provide detail of contractor’s online ordering system and any training on use of the system that may be provided.

Provide detail of contractor’s invoicing procedures, as well as end of fiscal year end invoicing procedures. Provide a sample invoice.

Provide detail on contractor’s return policy and procedures. Provide a detailed list of additional products that would be available to purchase

such as knives, flashlights, safety eyewear, etc. Qualifications and Experience 30%

Provide a brief history of the company including number of years in business, primary business focus and number of years providing the services described in the Scope of Work.

Provide the qualifications of the company and its leadership relative to the services described in the Scope of Work. Provide resumes or statements of qualifications for company leadership.

Provide resumes or statements of qualifications for all proposed key personnel. Identify the role of each individual and describe the reporting structure for oversight ensuring quality services.

Provide a listing of nearest local service center that will serve the Town of Gilbert Provide relevant information regarding the facility that will be servicing the Town

of Gilbert, i.e. inventory, staff, etc. Also address quality of service to be provided and information on the Program Manager.

Provide list all sizes (shirts and pants) stocked and readily available. Provide a catalog of products, embroidery and silk-screen printing options.

Price Proposal 35%

1.16.6 Solicitation Addendum Acknowledgement. Each Solicitation Addendum shall be acknowledged in the Proposal Section, which shall be submitted together with the Proposal on the Proposal due date and time. Failure to note a Solicitation Addendum may result in rejection of the Proposal. 1.16.7 INTENTIONALLY OMITTED 1.16.8 Non-Collusion and Non-Discrimination. By signing and submitting the Proposal, the Proposer certifies that:

A. The Proposer did not engage in collusion or other anti-competitive practices in

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connection with the preparation or submission of its Proposal; and

B. The Proposer does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, age, sex, national origin, or disability, and that it complies with all applicable Federal, state and local laws and executive orders regarding employment.

1.17 Inquiries

1.17.1 Duty to Examine. It is the responsibility of each Proposer to examine the entire Solicitation, seek clarification (inquiries), and examine its Proposal for accuracy before submitting the Proposal. Lack of care in preparing a Proposal shall not be grounds for modifying or withdrawing the Proposal after the Proposal due date and time, nor shall it give rise to any Contract claim.

1.17.2 Contact Person. Any inquiry related to a Solicitation, including any requests for or inquiries regarding standards referenced in the Solicitation should be directed solely to the Contact person listed on the cover page of the Solicitation. The Proposer shall not contact or direct inquiries concerning this Solicitation to any other Gilbert employee unless the Solicitation specifically identifies a person other than the Contact Person as a contact.

1.17.3 Submission of Inquiries. All inquiries shall be submitted in writing (email) and shall refer to the appropriate Solicitation number, page and paragraph. Gilbert shall consider the relevancy of the inquiry but is not required to respond in writing.

1.17.4 Timeliness. Any inquiry or exception to the solicitation shall be submitted as soon as possible and should be submitted at least ten (10) days before the Proposal due date and time for review and determination by Gilbert. Failure to do so may result in the inquiry not being considered for a Solicitation Addendum. 1.17.5 No Right to Rely on Verbal Responses. A Proposer shall not rely on Gilbert verbal responses to inquiries. A verbal reply to an inquiry does not constitute a modification of the Solicitation. 1.17.6 Protests. Any protest shall be filed in accordance with Section 2-365 of the Gilbert Municipal Code. II. GENERAL CONDITIONS 2.1 General Supplies Requirements: The Proposal Documents are intended to provide Gilbert with a new Fire Department Uniforms ready for regular and normal use. Upon award by Gilbert, Contract Documents, including the Proposer's proposal, shall become a valid and binding contract between the Successful Proposer and Gilbert to provide the supplies specified herein. The term “supplies” shall mean Fire Department Uniforms.

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2.1.1 New and Compatible Supplies: All supplies, components, and parts shall be new and unused. All supplies, components and parts shall be the manufacturer's latest model and design proven in use by municipalities. 2.1.2 INTENTIONALLY OMITTED 2.1.3 National and State Standards and Regulations: All supplies shall be certified as meeting all federal and state laws and safety regulations, including required accessories and items. NFPA Compliance Contractor will supply only uniforms that are NFPA compliant with all applicable codes and standards as published by NFPA. The most current code or standard will be the compliance requirement. All uniforms will have the NFPA tag affixed to the garment in the required locations and will contain all required information. 2.2 Warranty: The Successful Proposer hereby warrants, from the date the supplies are accepted by Gilbert, to replace all defective parts and/or components, resulting from defective design, materials, or workmanship. These replacements shall be made at the Successful Proposer’s own expense and without any cost to Gilbert, and within a reasonable time frame as determined by industry standards. The Successful Proposer shall be obligated to Gilbert as the single-source provider of the supplies, and is required to honor all warranties, given or implied. Offeror shall state terms and conditions of all applicable warranties/guarantees. The Contractor shall be responsible for all transportation costs incurred during the warranty period. 2.2.1 Substitutions/Replacements Brand names or catalog numbers specified herein convey the quality level, design and performance desired of the uniforms required by Gilbert Fire & Rescue in the performance of their work. It is not the intent of Gilbert for these specifications to be proprietary or to limit or restrict proposal offers. The City, in its sole opinion, will determine whether the clothing/accessories offered are equal to that specified. Vendor will receive approval from Gilbert prior to substituting any merchandise. 2.2.2 Authorized Parts: INTNENTIONALLY OMITTED 2.3 Risk of Loss: The Successful Proposer shall insure all supplies until delivery to and final acceptance of supplies by Gilbert. The Successful Proposer shall bear all risks of loss, injury or destruction of goods and materials contracted for hereunder which occur prior to delivery of the supplies to Gilbert. Any such loss, injury, or destruction prior to delivery shall not release the Successful Proposer from any obligation owed hereunder.

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2.4 F.O.B. Point: The supplies shall be F.O.B. destination and delivered to the Town of Gilbert, Fire Resource 2760 E. William Field Road, Gilbert, AZ 85295. 2.5 Delivered Service Ready: The supplies shall be delivered ready to be put into intended service. 2.6 Delivery Acceptance: The supplies shall be in compliance with the General Conditions and supplies Specifications and Design Standards, at the time of delivery. Prior to acceptance of the supplies and payment of the invoice, Gilbert shall inspect the supplies against the General Conditions and Requirements for Proposers and the Specifications and Design Standards incorporated in the Successful Proposer proposal, and against any other specifications or warranties expressly provided for in the Successful Proposer’s proposal. The supplies must meet or exceed all such requirements agreed to in the Successful Proposer’s proposal. 2.7 Invoice and Payment: All invoices for supplies delivered shall be submitted within sixty (60) days from delivery. Payment for the supplies shall be made by Gilbert within thirty (30) days after delivery and acceptance of the supplies. Supplies that do not comply with the supplies Specifications and Proposal Documents and proposal shall be rejected. Gilbert reserves the right to deduct up to ten percent (10%) from the invoiced amount for any invoice submitted more than sixty (60) days after the supplies are accepted. Invoices for the month of July shall be submitted on or before August 1st. Invoices submitted after the close out of the fiscal year (August 1st) shall not be paid by Gilbert. 2.8 Patent Rights: Proposer agrees to defend Gilbert at Proposer’s own expense, in all suits, actions or proceedings in which Gilbert is made a defendant for actual or alleged infringement of any United States of America or foreign patent resulting from Gilbert's use of the goods purchased from the Proposer. Proposer further agrees to pay and discharge any and all judgments or decrees that may be rendered in any such suit, action or proceedings against Gilbert. 2.8.1 Royalty Rights: Proposer agrees to indemnify and hold harmless Gilbert from any and all royalty and proprietary licenses, fees or costs, including legal costs, which may arise out of Gilbert's purchase and use of goods supplied by the Proposer. 2.8.2 Covenant Clause: It is expressly agreed by Proposer that these patent and royalty covenants are irrevocable and perpetual. 2.9 Emergency Response.

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2.9.1 Response. Gilbert is an emergency response organization. Successful Proposer services or supplies may be required in case of an emergency involving a sudden, immediate threat of danger to the public health, welfare or property in Gilbert (“local emergency”) or in the case where the Mayor of Gilbert, the mayor or governing body of another municipality in Maricopa County, the Maricopa County Board of Supervisors, the State, or the President of the U.S. has declared an emergency (“State of Emergency”). In the event of a local emergency or State of Emergency, Gilbert may require Proposer to provide services or supplies as rapidly as possible and to such locations as directed by Gilbert when necessary to protect the public health and welfare and/or property. Proposer shall not be required to respond to the extent response is not feasible due to Acts of God or other factors beyond its control. 2.9.2 Emergency Contact. Successful Proposer shall provide the designated Gilbert Emergency Management Coordinator at (480) 503-6333 and the designated Gilbert representative with a contact point (name, cell phone number, e-mail and facsimile number) who can be reached on a 24 hour/7 days a week basis so that effective response can be initiated. Proposer’s contact person(s) must be able to communicate with Gilbert within one (1) hour from the time the contact person is telephoned by Gilbert. 2.9.3 Payment. Successful Proposer shall be paid a premium not to exceed 10% above the standard contract prices for any services or supplies provided in the case of an emergency, at Gilbert’s direction, and shall be entitled to reimbursement of expenses not covered by the standard contract prices at a premium not to exceed 10% above actual expenses. In considering the premium to be paid, Gilbert shall consider the good-faith efforts of Proposer to respond, the timeliness of response, and any other factors deemed relevant by either of the parties. If Gilbert believes Proposer’s response was adequate, the full 10% premium will be paid; if not, Gilbert, in its reasonable discretion, will pay a lesser premium. 2.10 Cooperative Use of Contract: Upon written approval of the Successful Proposer and Gilbert, this Contract may be tendered for use by other municipalities and government agencies.

2.11 Solicitation Transparency Policy: Beginning on the date this Solicitation is issued and continuing until either the date a contract is awarded or this Solicitation is withdrawn by Gilbert, all persons or entities who respond or intend to respond to this Solicitation, including without limitation their employees, agents, representatives, partners, subcontractors, consultants, joint venturers, members, lobbyists, or attorneys (collectively, “Proposers”), shall only discuss matters associated with this Solicitation with the Procurement Officer designated in this Solicitation and shall not have any direct or indirect contact about this Solicitation with any other Town staff or Town official, including, without limitation, members of the evaluation panel, the Town Manager, Deputy Town Managers, the Mayor, or any member of the Gilbert Town Council. As long as the subject matter of the Solicitation is not discussed, Proposers may continue to conduct business with Gilbert.

Notwithstanding the foregoing, Proposers may discuss this Solicitation with the Mayor or a member of the Gilbert Town Council, provided such meetings are scheduled through the

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Procurement Officer listed on this Solicitation, conducted in person at 50 E. Civic Center Drive, Gilbert, Arizona 85296, and are posted as open meetings by the Town Clerk at least twenty‐four (24) hours prior to the scheduled meetings. The posted notice shall identify the participants and the subject matter, as well as invite the public to participate.

This policy is intended to create a level playing field for all Proposers, assure that contracts are awarded in public, and protect the integrity of the selection process. Proposers who violate this policy shall be disqualified from participating in this Solicitation. The Gilbert Fire & Rescue currently has 201 firefighters and 17 administrative/support fire personnel that require protective clothing and uniforms.

Each authorized sworn fire department employee will be provided a clothing allowance of $550 and each non- sworn fire department employee $300 per year based on the Fiscal Year of July 1 through June 30. Authorized fire department employees may purchase any combination of items covered under this contract. The Town will pay for contract purchases up to the allowance amount, including sales tax, per employee. The employee making the purchase is responsible for payments that exceed the annual clothing allowance. All items purchased under this contract will be charged the contract price, even items purchased that exceed the clothing allowance.

III. SCOPE OF WORK / DESIGN STANDARDS / SPECIFICATIONS

This contract covers all services and supplies necessary to provide new garments as listed in the following specification, including measuring, tailoring/alterations, screen printing, embroidering, returns/exchanges and other services normally provided in the course of business

CONTRACTOR shall supply the following services:

Measuring services at Gilbert Fire Stations or Contractor’s facility for all authorized Gilbert Fire, & Rescue.

Installation of patches, hemming of pants and other minor alterations of garments as needed at no additional charge.

Professional installation of patches (Town to provide patches for installation) 1” below the top shoulder seam of sleeve and centered on the outer facing of sleeve.

Gilbert logos as necessary on garments at no additional charge. Silk-screens shall be white in color and be heat resistant and durable under wash and wear for blue shirts and silk-screens shall be navy blue in color for white shirts and be heat resistant and durable under wash and wear. TOWN will provide artwork for all required logos, but will not pay for set-up fees or artwork for silk-screens.

Embroider or Silk Screen polo shirts (white shirt with navy blue embroidery/silk screen and blue shirt with white embroidery/silk screen). The front of the shirt shall have the department badge on the front right chest, the name of the employee on the

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left. The billboard on back. Shirt fronts may be silk screened or embroidered depending upon need. TOWN will provide artwork for all required logos, but will not pay for set-up fees or artwork for embroidery.

Quantities

The estimated annual quantities for each item are listed on the Pricing Sheets. The quantities provided are estimates only and Gilbert reserves the right to increase or decrease any quantities actually acquired in its sole discretion. No commitment of any kind is made concerning quantities of Offeror hereby acknowledges and accepts same.

Warranty (Equipment)

All equipment supplied under this Agreement shall be fully guaranteed by Contractor for a minimum period of one-year from the date of acceptance by Gilbert. Any defects of design, workmanship, or materials that would result in non-compliance with the Agreement specifications shall be fully corrected by Contractor (including parts and labor) without cost Gilbert. The written warranty shall be included with the delivered products to the using Department.

The Contractor shall be responsible for all transportation costs incurred during the warranty period.

Any quality inconsistency (color, size & durability) across the same line will be considered a warranty item and sent back for replacement.

NFPA Compliance

Contractor will supply only uniforms that are NFPA compliant with all applicable codes and standards as published by NFPA. The most current code or standard will be the compliance requirement. All uniforms will have the NFPA tag affixed to the garment in the required locations and will contain all required information.

Substitutions/Replacements

Brand names or catalog numbers specified herein convey the quality level, design and performance desired of the uniforms required by the Fire Medical Rescue Department in the performance of their work. It is not the intent of Gilbert for these specifications to be proprietary or to limit or restrict proposal offers. Equals will be evaluated in accordance with comparable quality, technology, function ability, and suitability for the purpose intended.

Gilbert, in its sole opinion, will determine whether the clothing/accessories offered are equal to that specified. Samples

At Gilbert’s request, Offerors must submit samples of each brand and sizing standards of primary styles of clothing listed within the RFP, samples are to be provided at the offerors expense

At the time of proposal submittal, Offerors must submit sample(s) of each item being proposed that is different than the manufacturer and model number listed within this RFP. Samples are to be provided at the Offeror’s expense. Samples deemed not acceptable to Gilbert will receive no further consideration and will impact evaluation scores. Unless the samples have been used or made useless

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by test, samples submitted by an unsuccessful vendor will be returned by Gilbert. Samples submitted by the successful Offeror will be held for comparison with deliveries.

The color of the clothing must be the same as specified. The quality and construction must be equal or superior to the current issue and as specified.

Contractor Requirements

The successful Offeror shall be prepared to perform the following requirements: A. Measuring personnel for uniform fittings, when deemed necessary, by coordinating time

and date of fittings with Fire Medical Rescue personnel. B. Vendors not located in the metropolitan Phoenix area will be expected to visit no less than

weekly in order to accommodate employee orders unless other arrangements are made with the Fire Medical Rescue Department in advance.

Inventory The Fire Medical Rescue Department requires the successful Offeror to stock sufficient inventory

to ensure a short turnaround time and have the ability to custom hem pants and sew patches on garments. Gilbert will work closely with the successful Offeror to monitor inventory during the latter part of the contract to reduce any remaining inventory.

Order Portal / Tracking Contractor shall have a web based Ordering Portal which must at minimum meet these

requirements: Orders will be placed with the Contractor as needed by the various individual firefighters.

There shall be no minimum order quantities. Contractor must have the capability to ship and bill partial orders. Portal which must provide updated order/delivery information for items including items

on back order or out of stock and anticipated shipping date(s) for back ordered or out of stock items.

Portal shall give accurate processing time/delivery for ordered items. Precise order tracking capability, regardless of where it is shipping origin.

Precise/detailed invoicing and bill of lading is required (no hand writing, highlighted items that are not there, notes, etc.)

Portal shall also have the capability to track individual spending and provide reports to Gilbert (spend per Employee for example)

Delivery

Contractor shall deliver any non-embellished item within fifteen (15) days of original order.

Contractor shall deliver embellished items within twenty-one (21) days of the original order.

Contractor shall deliver all "Admin Only" items embellished and non-embellished within twenty-one (21) days.

Contractor shall ship (standard shipping) orders to employee's home address at no additional charge, if requested by the employee. If employee requests non-standard (overnight) shipping methods, those charges will be paid by Gilbert.

Offeror is to deliver all orders individually in boxes or bags which have been labeled with the specific name of the firefighter and the parcel’s contents.

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All garments are to be shipped ready to wear with all tailoring complete upon

PENALTY If stocked items are not received by employee within the 30 calendar day delivery time frame, a

penalty of 10% per week reduction in cost to Gilbert will be incurred by the Contactor for every week the product is delayed If a product has been discontinued, delayed from manufacturer, or other circumstance beyond the contractor's control which causes delay in delivery, a written notification must be received within one (1) week of the date the order is placed.

New/Current Products All equipment, materials, parts and other components incorporated in the work or services

performed pursuant to this Agreement shall be new, or the latest model and of the most suitable grade for the purpose intended. All work shall be performed in a skilled and workmanlike manner.

New products announced by manufacturers on contract may be submitted by the Contractor for add-ons to the existing contract. Pricing shall be equivalent to the percentage discount for each brand or class of product originally offered.

Pricing

Unit pricing shall be inclusive of all freight, insurance, warranty and any other applicable costs. Measuring and Alteration Services

Contractor shall provide measuring services at their local facility or if not located in the metropolitan Phoenix area during their scheduled visits to the Fire Medical Rescue Department.

Contractor shall also provide minor garment alterations and hemming of pants as needed at no additional charge.

Product Discontinuance

Gilbert may award Contracts for particular products and/or models of equipment as a result of this solicitation. In the event that a product or model is discontinued by the manufacturer, Gilbert at its sole discretion may allow the Contractor to provide a substitute for the discontinued item. The Contractor shall request permission by Gilbert to substitute a new product or model and provide all of the following:

a) A formal announcement from the manufacturer that the product or model has been

discontinued;

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b) Documentation from the manufacturer that names the replacement product or model; c) Documentation that provides clear and convincing evidence that the replacement meets or

exceeds all specifications required by the original solicitation; d) Documentation that provides clear and convincing evidence that the replacement will be

compatible with all the functions or uses of the discontinued product or model; and e) Documentation confirming that the price for the replacement is the same as or less than the

discontinued product or model. SCREEN PRINTING CAPABILITIES.

Due to the navy blue/black coloring of uniform clothing, Contractor must have curing capabilities for screen-printing to ensure quality and durability of screen prints A backing is required for all screen prints to ensure quality and durability of print Sleeve patches and title/department names needed for screen setups will be provided upon award of contract NO HEAT TRANSFERS WILL BE ALLOWED

Screen printing must be performed in the Phoenix metropolitan area, so a Gilbert representative may inspect the contracted vendor's facility to ensure quality and quantity capabilities.

All screening and embroidery design/artwork must be approved by Gilbert’s program administrator prior to implementation on uniform items Sample to be provided at no charge and approval will be in written form

ART WORK.

All artwork developed by the Contractor and paid for by Gilbert shall become the property of Gilbert upon termination of this contract. Throughout the contract Gilbert shall approve all screens for lettering styles, sizes, and layouts before printing on uniform items, samples may be requested

Contractor shall not use any Gilbert artwork/name/logo for any other purpose than contracted uniform items without written authorization from the Gilbert's program administrator

Sleeve Patch Silk Screen On all navy blue shirts/jackets - Black areas represent white ink with white areas being shirt color. On all white shirts - Black areas represent navy blue ink with white areas being shirt color

Samples will be provided upon award of contract for correct sizing and placement.

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IV. PROPOSER’S PROPOSAL 4.1 Proposer’s Proposal: For the proposal opening April 19, 2018 for supplies. 4.2 Conditions Accepted: The undersigned Proposer declares that before preparing this proposal, he or she has read the Proposal Documents carefully, and that this proposal is made with full knowledge of the kind, quality and quantity of supplies to be furnished by signing this proposal. Proposer agrees to all conditions contained in the Proposal Documents. 4.3 Proposal Price: (See attached pricing sheets)

Instructions for Proposers: All Proposal Prices shall include all freight, insurance, warranty costs, taxes

and fees chargeable to Gilbert and F.O.B. prepaid to Gilbert Fire Resource, 2760 E. Williams Field Road, Gilbert, AZ 85295.

Proposer will be responsible for and shall pay all sales, consumer, use, and other taxes. When equipment, materials or supplies generally taxable to the Proposer are eligible for a tax exemption, credit or deduction due to the nature of the item, at proposer's request, Gilbert will assist Proposer in applying for and obtaining the same. The quantities listed are estimates only, and Gilbert does not guarantee the stated quantities will be purchased. Gilbert reserves the right to add or subtract from the stated quantities. This is not an exclusive contract; Gilbert reserves the right to purchase the same or similar supplies from other vendors.

4.4 INTENTIONALLY OMITTED 4.5 Guaranteed Delivery Time and Penalty: As part of this Proposal, the Proposer shall give a guaranteed delivery time for the supplies to Gilbert after Gilbert places the purchase order. Each and every calendar day that delivery is delayed, Gilbert may deduct from the monies due or to become due to the Successful Proposer. The amount shall be the sum of $10.00 per calendar day up to the total value of the order, commencing on the day after the guaranteed day listed above. The total sum is not as a forfeit or penalty, but is for liquidated damages. This sum is fixed and agreed upon since the actual damage to Gilbert and to the public is impossible or very difficult to determine. Delivery delays caused by Acts of God will be allowed and other causes beyond the Proposer’s control may be allowed.

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4.6 Contract Acceptance: Proposer proposes and agrees that if this proposal is accepted, he or she will enter into a contract with Gilbert of Gilbert within seven (7) days after Gilbert’s acceptance of this proposal at the listed scheduled price. 4.7 Affidavit: The following affidavit is submitted by the Proposer as part of this proposal: The State of Arizona ) ) ss. Maricopa County ) The undersigned deponent, of lawful age, being duly sworn upon his oath, deposes and says: 1. That he/she has lawful authority to execute the within and foregoing Proposer proposal; 2. That he/she has executed the same by subscribing his/her name hereto under oath for and on behalf of said Proposer; that Proposer has not directly or indirectly entered into any agreement, express or implied, with any Proposer or Proposers, having for its object the controlling of the price or amount of such proposal or proposals, the limiting of the proposals or the Proposers, the parceling out to any Proposer or any other person of any part of the contract or any part of the subject matter of the proposal or proposals or of the profits thereof, and that he/she has not and will not divulge the sealed proposal to any other person whatsoever, except those having a partnership or financial interest with him and said Proposer, until after the sealed proposal or proposals are open. 3. That Proposer has received any Addenda issued. __________________________ Name __________________________ Title SUBSCRIBED AND SWORN TO BEFORE ME this ____ day of ___________, 20__, by _______________. __________________________ Notary Public My Commission Expires: ______________________

20 Supplies RFP Form No. 1.3.2 Revised February 21, 2018 (RRask)

TOWN OF GILBERT, ARIZONA

AUTHORIZED SIGNATURE FORM Gilbert Contract Number: 2018-3002-0208 Contractor Name: ____________________________________ WHEREAS, the Town of Gilbert requires that Contractor execute documents necessary for the prompt and efficient execution of the business related to the CONTRACT; NOW, THEREFORE, on behalf of the Contractor, I hereby declare that ________________________________________ (Name of Parties Authorized) is/are authorized to execute and sign on behalf of said Contractor the following documents: 1. The CONTRACT 5. CHANGE ORDERS 2. The Bond 6. All other papers necessary 3. Payrolls for the conduct of the 4. Claims corporation’s affairs and the execution of the CONTRACT The above-named person is granted the authority and duties herein referenced for the duration of the CONTRACT for this PROJECT or until express notice of revocation has been duly given in writing, whichever is the lesser period. In the event Contractor is governed by a Board of Directors, a copy of the Resolution of the Board granting authority to said person(s) is attached hereto, and I hereby verify that such Resolution remains in full force and effect. _______________________________ Name _______________________________ Title (Seal of Corporation) STATE OF _________________ )

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) ss. County of __________________ ) I, ____________________________of the ______________________________ corporation, do hereby certify that the above is a true and correct copy of a resolution adopted by the Board of Directors of said corporation, at a meeting of said Board held on _________________________, 20_________, and that the same is in full force and effect at this time. DATED __________________________________, 20_______. ____________________________________ (Officer of Corporation) (Seal of Corporation) STATE OF _________________ ) ) ss. County of _________________ ) This instrument was acknowledged before me this _____________ day of ___________________________, 20______ by ____________________________________, appearing before the undersigned Notary Public, and stated that he executed such instrument on behalf of said corporation for the purpose and consideration therein expressed. ____________________________________ Notary Public My Commission Expires: ___________________

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Proposal Questionnaire Return this Section with your Response

Use additional sheets if required.

Offeror shall submit answers to the following questions. Responses will be utilized in determination of contract award. Gilbert may consider other information, whether or not specifically provided by the Offeror in response to this RFP. 1. Offeror shall specify how long the individual/company submitting the proposal has been

in the business of providing similar to those requested in this RFP. A resume or summary of qualifications, work experience, education, skills, etc., which emphasizes previous experience in this area should be provided for all key personnel who will be involved with any aspects of the contract. Offeror shall specify how long it has been in the business of providing these services and under what company name.

2. Please list location of your local facility. Please list multiple locations, if applicable: 3. If Offeror does not have a local facility in the Phoenix Metropolitan area, identify your

firm’s location and how you will visit no less than weekly to provide fittings and alterations. 4. Describe how your firm will keep sufficient inventory on hand to meet the Fire Medical

Rescue Department’s needs to contracted items. 5. What is the lead time for custom order items? _______________ days. If lead time

varies for items, please list time for each item. 6. What is the lead time for non-stock items (excluding custom orders)? _______________

days. If lead time varies for items, please list time for each item. 7. Do the items offered NFPA compliant, as required? Yes ______ No _______ 8. Please list all applicable warranties and guarantees.

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9. Describe your firm’s policy for faded garments, damaged items and items ordered in the

wrong size. 10. Are you offering brands other than specified in this RFP? Yes ______ No _______

If yes, did you provide samples and descriptive literature for each item with your proposal as required? Yes ______ No _______

11. Offeror shall provide a list of at least two (2) recent public safety agencies for which the Offeror is providing services comparable to those being offered to Gilbert. The list should include the following information:

A. Company Name and Address B. Contact Name and Telephone Number C. A brief, written description of the specific services provided including the year, and contract value.

These references may be contacted to verify Offeror’s ability to perform the contract and determine the agencies’ overall experience with the Offeror. Gilbert reserves the right to use any information or additional references deemed necessary to establish the ability of the Offeror to perform the conditions of the contract.

12. Do you offer sample items to be tried on by firefighters at your facility? Yes ______ No

_______ 13. Do you provide hemming of pants at no charge? Yes ______ No _______ 14. Will you sew on patches to shirts you provide under this contract? Yes ______ No

_______

Is this service included in the proposal price? Yes ______ No _______

15. Offeror shall describe their understanding of the subject matter, including, but not limited to, the scope of work, as well as the approach that will be taken to accomplish the services related to this RFP.

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Attachment A

PRICE LIST (see separate price list, Excel and pdf format)

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FOR INFORMAITON ONLY, DO NOT COMPLETE AND RETURN

PURCHASE CONTRACT Contract No. 2018-3002-0208

The Town of Gilbert, Arizona (“Gilbert”) agrees to purchase and ______________ (“Vendor”) agrees to sell the Purchased Items described in Exhibit A (“Purchased Items”) for the prices set forth in Exhibit A in accordance with all requirements of the specifications set forth on Exhibit B (“Specifications”). The specifications are incorporated into this Purchase Contract as fully set forth herein. The Purchased Items shall comply with the following general requirements, in addition to the Specifications: 1. New and Compatible Purchased Items: All Purchased Items, components, and parts shall be new and unused. All Purchased Items, components and parts shall be the manufacturer's latest model and design proven in use by municipalities. All components shall be integrated in design and construction to work effectively together. 2. Standard Make and Model: Purchased Items shall be equipped with the manufacturer's standard equipment and accessories which are included as standard in the advertised and published literature for the Purchased Items. Standard equipment may be removed only where necessary to install other items in lieu thereof to comply with the Specifications and Design Standards. 3. National and State Standards and Regulations: All Purchased Items shall be certified as meeting all federal and state laws and safety regulations, including required accessories and items. 4. Warranty: Purchased Items shall be warrantied for a period of _____ year(s) from the date the Purchased Items are accepted by Gilbert. Such warranty shall include the obligation to replace all defective parts and/or components, and to make any repairs resulting from defective design, materials, or workmanship. These repairs shall be made at the Vendor’s own expense and without any cost to Gilbert, and within a reasonable time frame as determined by industry standards. The Vendor shall be obligated to Gilbert as the single-source provider of the Purchased Items, and is required to honor all warranties, given or implied. If the Purchased Items do not meet the above requirements, the remedies available to Gilbert under this warranty shall include repair or replacement of components of the Purchased Items whose non-compliance is discovered and made known to the Vendor in writing within ninety (90) days after discovery. 4.1 Parts and Service Availability: During the lifetime of the Purchased Items, Vendor must be able to provide all parts needed for service and repair of the Purchased Items

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within 48 hours after request or upgrade the order status to the highest shipping priority available at no additional cost to Gilbert. 4.2 Authorized Parts: All replacement parts and components shall be authorized by the Purchased Items manufacturer. 4.3 Descriptive Literature: Vendor shall provide complete manufacturer’s descriptive literature regarding the Purchased Items. 4.4 Local Parts Supply: The Vendor shall indicate as part of the Vendor's Proposal one or more well-established local parts supply and service facilities in the Phoenix Metropolitan Area which will be able to supply any parts and services needed. If requested by Gilbert, the Vendor shall furnish inventory records from the local parts supply store to show that parts are readily available for the Purchased Items. 5. Performance Bond: INTENTIONALLY OMITTED 6. Price: The Price(s) for the Purchased Items is set forth on Exhibit B. All prices shall be firm and fixed and shall include all freight (FOB destination), insurance, warranty costs, taxes, and any other applicable costs. The purchase of certain items or materials by Gilbert is exempt from the federal excise tax. Gilbert will furnish an exemption certificate upon presentation by the Vendor, if so requested by the Vendor. Bidder will be responsible for and shall pay all sales, consumer, use, and other taxes. When equipment, materials or supplies generally taxable to the Bidder are eligible for a tax exemption, credit or deduction due to the nature of the item, at Bidder's request, Gilbert will assist Bidder in applying for and obtaining the same. 7. Risk of Loss: Vendor shall insure all supplies until delivery to and final acceptance of supplies by Gilbert. The Vendor shall bear all risks of loss, injury or destruction of the Purchased Items which occur prior to delivery and acceptance of the Purchased Items to Gilbert. Any such loss, injury, or destruction prior to delivery shall not release the Vendor from any obligation owed hereunder. 8. F.O.B. Point: The Purchased Items shall be F.O.B. destination and delivered to Town of Gilbert at the following address ______________________________________. 9. Delivered Service Ready: The Purchased Items shall be delivered ready to be put into intended service. 10. Delivery Acceptance: The Purchased Items shall be in compliance with these all specifications set forth in this Purchase Contract at the time of delivery. Prior to acceptance of the Purchased Items and payment of the invoice, Gilbert shall inspect the Purchased Items against the requirements of this Purchase Contract. The inspection may include testing where the nature of the Purchased Items cannot be adequately determined otherwise. The cost of

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testing shall be borne by Gilbert, except where the goods are nonconforming. In such case, Gilbert may recover the reasonable cost of inspection and testing from Vendor as part of its incidental damage caused by Vendor’s breach. The Purchased Items must meet or exceed all such requirements agreed to in this Purchase Contract. 10.1 Agreement Term; Renewal. If funds for this Agreement are not appropriated or budgeted by July 1, 20__, Gilbert may terminate this Agreement by giving written notice to Contractor. Otherwise, The Agreement term commences upon execution of the Agreement and continues through June 30, 20_____. The Agreement may be renewed for up to _____ ( ) additional ___-year terms upon mutual agreement of the parties. The Agreement may be renewed upon written approval of Gilbert’s Purchasing Officer if: (1) the renewal Agreement amount does not exceed $100,000; or (2) the original prices remain in effect during the renewal term. If at least 60 days prior to the end of the original term the Contractor requests a price adjustment, Contractor shall submit evidence of increased costs to Gilbert. Any price adjustment shall be in the sole discretion of Gilbert and shall not exceed the amount of increased cost to the Contractor. Price adjustment requests shall be a factor in the Agreement extension review process. A price adjustment less than 10% of the original Agreement price may be approved by the Purchasing Officer. The Gilbert Council must approve renewal in all other cases. Any renewal shall be in writing and shall expressly state the prices for the services during the renewal term. Any renewal shall be contingent on funds being appropriated or budgeted for the renewal term. 11. Installation: INTENTIONALLY OMITTED 11.1 Insurance. Vendor shall provide and maintain minimum insurance limits as follows:

Coverage Afforded Limits of Liability Worker’s Compensation Statutory Employer’s Liability $100,000. Comprehensive General Liability Insurance $1,000,000. - Bodily Injury Combined Single Limit

$100,000. Property Damage Comprehensive Automobile Liability Insurance $1,000,000. - Bodily Injury Combined Single Limit

$100,000. Property Damage (a) Non-owned Vehicles (b) Leased Vehicles (c) Hired vehicles

By requiring insurance herein, Gilbert does not represent that coverage and limits will be adequate to protect Vendor. Gilbert reserves the right to review any and all of the insurance policies and/or endorsements cited in this Contract, but has no obligation to do so.

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Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Vendor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Contract. Insurance policies, except Workers Compensation, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Contract, Gilbert, its agents, representative, officers, directors, officials and employees as Additional Insureds. All insurance required herein shall be maintained in full force and effect until the installation of the Purchased Items is satisfactorily performed, completed and formally accepted by Gilbert. Vendor’s insurance shall be primary insurance. Prior to commencing the installation of the Purchased Items, Vendor shall furnish Gilbert with Certificate(s) of Insurance, or formal endorsements as required by this Contract, issued by Vendor’s Insurer(s) as evidence that policies are placed with acceptable insurers and provide the required coverage’s, conditions, and limits of coverage specified in this Contract and that such coverage and provisions are in full force and effect. Acceptance of and reliance by Gilbert on a Certificate of Insurance shall not waive or alter in any way the insurance requirements or obligations of this Contract. Such Certificate(s) shall identify the Contract and be sent to Gilbert Purchasing Department. If any of the above-cited policies expire during the life of this Contract, it shall be Vendor’s responsibility to forward renewal Certificates within ten (10) days after the renewal date containing all the aforementioned insurance provisions. 11.2 Indemnification. Vendor shall appear, defend, indemnify and hold Gilbert and its officers, employees and agents harmless from any and all causes of action, suits at law or equity, claims, demands and liability of any nature (including but not limited to attorney’s fees) arising out of the installation of the Purchased Items by Vendor, its agents or employees or contractors, or any other act of Vendor, its agents or employees or contractors, in carrying out this Contract. This provision shall survive the expiration or earlier termination of this Contract. 12. Invoice and Payment: All invoices for supplies delivered shall be submitted within thirty (30) days from delivery. Payment for the Purchased Items shall be made by Gilbert within thirty (30) days after delivery and acceptance of the Purchased Items, unless otherwise set forth in Exhibit C. Purchased Items that do not comply with the requirements of this Purchase Contract shall be rejected. If a different payment schedule is agreed to, it shall be set forth in Exhibit C; provided however, that any payments made for Purchased Items that are not delivered or do not comply with the Specifications shall be immediately refunded to Gilbert upon demand by Gilbert. Gilbert reserves the right to deduct up to ten percent (10%) from the invoiced amount for any invoice submitted more than sixty (60) days after the supplies are accepted. Invoices for the month of June shall be submitted on or before July 15. Invoices submitted after the close out of the fiscal year (July 25) shall not be paid by Gilbert. 13. Patent Rights: Vendor agrees to defend Gilbert at Vendor's own expense, in all suits, actions or proceedings in which Gilbert is made a defendant for actual or alleged

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infringement of any United States of America or foreign patent resulting from Gilbert's use of the goods purchased from the Vendor. Vendor further agrees to pay and discharge any and all judgments or decrees that may be rendered in any such suit, action or proceedings against Gilbert. 13.1 Royalty Rights: Vendor agrees to indemnify and hold harmless Gilbert from any and all royalty and proprietary licenses, fees or costs, including legal costs, which may arise out of Gilbert's purchase and use of goods supplied by the Vendor. 13.2 Covenant Clause: It is expressly agreed by Vendor that these patent and royalty covenants are irrevocable and perpetual. 14. Applicable Law: This Contract shall be governed by the laws of the State of Arizona without regard to any choice of law provisions thereof. 15. Compliance with Laws: Vendor represents that the Purchased Items delivered pursuant to this Purchase Contract will be produced and supplied in compliance with all applicable state and federal laws and regulations, including the requirements of the Fair Labor Standards Act of 1938, as amended.

16. Assignment: This Purchase Contract may not be assigned by the Vendor without the prior written consent of Gilbert, and any assignment without such consent shall be null and void. 17. Attorney’s Fees: If any action is necessary to enforce the terms of this Purchase Contract, the prevailing party shall be entitled to reasonable attorney, accountant and other professional fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. 18. Termination: Gilbert may terminate this Contract for convenience or if funds for this Contract are not appropriated or budgeted by July 1st of any fiscal year. 19. Entire Agreement: This Agreement constitutes the entire agreement between the parties, and any oral representations or terms set forth in a separate acceptance form or delivery slip shall not alter the terms and conditions of this Agreement. 20. Contact: Vendor shall designate ____________________ as the Vendor Representative and all communications shall be directed to him/her. Phone - ___________, Email - _____________, and Address __________________________________. 21. Emergency Response: 21.1 Response. Gilbert is an emergency response organization. Contractor services or supplies may be required in case of an emergency involving a sudden, immediate threat of

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danger to the public health, welfare or property in Gilbert (“local emergency”) or in the case where the Mayor of Gilbert, the mayor or governing body of another municipality in Maricopa County, the Maricopa County Board of Supervisors, the State, or the President of the U.S. has declared an emergency (“State of Emergency”). In the event of a local emergency or State of Emergency, Gilbert may require Contractor to provide services or supplies as rapidly as possible and to such locations as directed by Gilbert when necessary to protect the public health and welfare and/or property. Contractor shall not be required to respond to the extent response is not feasible due to Acts of God or other factors beyond its control. 21.2 Emergency Contact. Contractor shall provide the designated Gilbert Emergency Management Coordinator at (480) 503-6333 and the designated Gilbert representative with a contact point (name, cell phone number, e-mail and facsimile number) who can be reached on a 24 hour/7 days a week basis so that effective response can be initiated. Contractor’s contact person(s) must be able to communicate with Gilbert within one (1) hour from the time the contact person is telephoned by Gilbert. 21.3 Payment. Contractor shall be paid a premium not to exceed 10% above the standard contract prices for any services or supplies provided in the case of an emergency, at Gilbert’s direction, and shall be entitled to reimbursement of expenses not covered by the standard contract prices at a premium not to exceed 10% above actual expenses. In considering the premium to be paid, Gilbert shall consider the good-faith efforts of Contractor to respond, the timeliness of response, and any other factors deemed relevant by either of the parties. If Gilbert believes Contractor’s response was adequate, the full 10% premium will be paid; if not, Gilbert, in its reasonable discretion, will pay a lesser premium. 22. Compliance with Laws: (a) Vendor represents that all goods and services, delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state and federal laws and regulations, including the requirements of the Fair Labor Standards Act of 1938, as amended. (b) The Vendor shall be responsible for compliance with any federal, state and local laws and regulations applicable to its installation of the Purchased Items furnished hereunder, and will obtain any permits required for such installation.

(c) Immigration Law Compliance Warranty. As required by A.R.S. § 41-4401, Vendor hereby warrants its compliance with all federal immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A). Vendor further warrants that after hiring an employee, Vendor verifies the employment eligibility of the employee through the E-Verify program. If Vendor uses any subcontractors in performance of the Work, subcontractors shall warrant their compliance with all federal immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A), and subcontractors shall further warrant that after hiring an employee, such subcontractor verifies the employment eligibility of the employee through the E-

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Verify program. A breach of this warranty shall be deemed a material breach of the Contract that is subject to penalties up to and including termination of the Contract. Vendor is subject to a penalty of $100 per day for the first violation, $500 per day for the second violation, and $1,000 per day for the third violation. Gilbert at its option may terminate the Contract after the third violation. Vendor shall not be deemed in material breach of this Contract if the Vendor and/or subcontractors establish compliance with the employment verification provisions of Sections 274A and 274B of the federal Immigration and Nationality Act and the E-Verify requirements contained in A.R.S. § 23-214(A). Gilbert retains the legal right to inspect the papers of any Vendor or subcontractor employee who works on the Contract to ensure that the Vendor or subcontractor is complying with the warranty. Any inspection will be conducted after reasonable notice and at reasonable times. If state law is amended, the parties may modify this paragraph consistent with state law. (d) Equal Treatment of Workers. Vendor shall keep fully informed of all federal and state laws, county and local ordinances, regulations, codes and all orders and decrees of bodies or tribunals having any jurisdiction or authority, which in any way affect the conduct of the work. Vendor shall at all times observe and comply with all such laws, ordinances, regulations, codes, orders and decrees; this includes, but is not limited to laws and regulations ensuring equal treatment for all employees and against unfair employment practices, including the Occupational Safety and Health Administration (“OSHA”) and the Fair Labor Standards Act (“FLSA”). Vendor shall protect and indemnify Gilbert and its representatives against any claim or liability arising from or based on the violation of such, whether by Vendor or its employees. 23. COOPERATIVE USE OF AGREEMENT In addition to the Town of Gilbert and with the approval of the Vendor, this Agreement may be extended for use by other municipalities, school districts, and government agencies of the State. A current listing of eligible entities may be found at http://www.mesaaz.gov/business/purchasing/save IN WITNESS WHEROF, Gilbert and Vendor have executed this Agreement on the _____ day of _______________________, 20__ GILBERT: VENDOR: _____________________ By_____________________

Mayor Print___________________ Title___________________

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ATTEST: ______________________ Lisa Maxwell Town Clerk APPROVED AS TO FORM: ______________________ Christopher W. Payne Town Attorney

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EXHIBIT A

PURCHASED ITEMS