AGREEMENT RE ARIZONA PUBLIC SERVICE COMPANY CRISIS ASSISTANCE.PDF
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AGREEMENT FOR SERVICES BETWEEN MARICOPA
COUNTY ADMINISTERED BY ITS HUMAN SERVICES
DEPARTMENT AND
ARIZONA PUBLIC SERVICE COMPANY
1.
PARTIES.
This Master Agreement for Services by and between Maricopa County administered by its Human
Services Department (“Supplier”), having its principal place of business at 234 N Central Ave, Suite
3000 in Phoenix, AZ 85004, and Arizona Public Service Company (“Company”), having its principal
place of business at 400 North 5th Street, Phoenix, AZ 85004, acting on its own behalf and for the
benefit of Pinnacle West Capital Corporation (“PNW”), is effective January 1, 2026 (the “Effective
Date”).
2.
RECITALS.
2.1.
Contractor has experience and expertise in providing the Goods or performing the
Services, as specified herein, and Company desires to procure the Goods or Services, as
specified herein, from Supplier identified in appendix A/B Scope of Work.
2.2.
This document sets forth the terms and conditions under which Supplier and Company
may engage in the delivery of the identified Services pursuant to Orders executed
hereunder. This document is not an order for the purchase of the Goods or Services, nor
is Company obligated to purchase any Goods or Services.
3.
DEFINITIONS.
"Agreement" means the terms and conditions set forth in this document and its appendices,
together with any Order(s), attachments, exhibits, revisions, and supplements.
"Applicable Law" means all applicable laws, statutes, ordinances, rules and regulations of any
governmental authority (including, without limitation, city, county, state, federal, and tribal
governmental authorities), including, without limitation, all privacy, data protection, and
cybersecurity laws, statutes, ordinances, rules and regulations.
“BCSI” or “Bulk Electric System Cyber System Information” means information classified as such
by Company, in accordance with the NERC definition.
“Business Day” means Monday through Friday excluding US federal holidays.
“CIP Assets” means those critical electronic and information technology assets (“CIP Physical
Assets”) and information (“CIP Information”) identified by Company pursuant to the NERC Critical
Infrastructure Protection (CIP) standards.
"Claim" means any claim, action, dispute, demand, or right of action, whether in law or in equity, of
every kind and character.
“Company Cyber Assets” means any Company networks, systems, computers, digital devices, or
digital equipment, including CIP Physical Assets and industrial control systems.
“Company Property” means Company’s tools, equipment, data, facilities or Company Cyber
Assets.
Board Approved: 3/25/2026
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“Confidential Information” means all nonpublic information that Supplier receives about Company
or any third-party contractor including, without limitation, customer and employee information,
Intellectual Property, CIP Information, Covered Information, Restricted Information, and all other
information concerning the business and affairs of Company. Any reproduction of Confidential
Information is Confidential Information to the same extent as any original.
“Covered Information” means any CEII and BCSI, and any information created using CEII or BCSI
(such as an analytical report). Covered Information is a type of Confidential Information.
“CEII” or “Critical Electric Infrastructure Information/Critical Energy Infrastructure Information”
means information classified as such by Company, in accordance with the meaning described in
18 CFR 388.113
“Deliverable(s)” has the meaning described in Appendix A/B (Scope of Work/Specifications) or any
Order.
“Disclosed” means any circumstance when the security, integrity, or confidentiality of any Company
Confidential Information has been compromised, including but not limited to incidents where
Company Confidential Information has been damaged, lost, corrupted, destroyed, or accessed,
acquired, modified, used, or disclosed by any unauthorized person, by any person in an
unauthorized manner, or for any unauthorized purpose.
“Documentation” means documentation relevant to Company’s use, installation, and maintenance
of the Goods, Services, and Deliverables, including, without limitation, specifications, reports,
manuals, drawings, plans, designs, software, instructions, and other information specified in
Appendix A/B (Scope of Work/Specifications) or any Order.
“Effective Date” has the meaning described in Section 1 (Parties).
“Environmental Laws” means any and all Applicable Laws, both procedural and substantive,
relating to protection, conservation, or preservation of the natural environment or natural resources,
including, without limitation, ambient air, wildlife or plant species, surface water or groundwater
resources, or soil and other subsurface strata, along with any and all Applicable Laws governing
the registration, use, storage, management, treatment, or disposal of Hazardous Substances or
Waste.
"Force Majeure" means an unforeseeable event beyond the reasonable control of, and not the fault
of nor caused by the negligence of, the affected party and which the affected party is unable to
overcome by the exercise of its reasonable diligence. Force Majeure may include the following: act
of a public enemy, war, blockade, insurrection, riot, act of God, epidemic, pandemic, landslide,
earthquake, fire, storm, lightning, and flood. Force Majeure events do not include strikes, work
stoppages, interruption to Supplier’s supply chain, or economic hardship.
"Hazardous Substances" means any substance or waste (inclusive of petroleum and petroleum
products) which is designated, classified or regulated as toxic, hazardous or a pollutant or which
becomes so designated, classified or regulated under any local, state or federal Environmental
Laws.
“Indemnitee” means the indemnified party and its officers, directors, employees, agents, advisors,
representatives, affiliates, successors, and assigns.
"Intellectual Property" means any United States and foreign: (A) patents and patent applications,
inventions and improvements thereto; (B) trademarks, service marks, trade names, trade dress,
logos, business and product names, slogans, and registrations and applications for registration
thereof; (C) copyrights and registrations thereof; (D) trade secrets and confidential or proprietary
information including, without limitation, processes, methods, designs, formulae, know-how, and
models; and tangible embodiments of any of (A) through (D) in any form or medium.
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"Losses" means all liabilities, losses, damages, fines, penalties, costs, and expenses, of any kind
or nature, whether or not covered by insurance, inclusive of reasonable attorneys’ fees and
expenses incurred in the investigation, defense, or enforcement of a party’s rights under this
Agreement.
“NERC” means the North American Electric Reliability Corporation, or its successor organization.
"Order" means a purchase order issued by Company to Supplier as part of this Agreement.
“Participant” means entities participating with Company as owners, co-owners, co-leaseholders, or
tenant in common, in Company’s facilities related to this Agreement or any Order, and each
additional entity who may acquire an ownership or leasehold interest in those facilities or any other
facility owned in whole or part or operated by Company.
“Personally Identifiable Information” or “PII” means any information that permits the identity of an
individual to be directly or indirectly inferred or that is linked or linkable to an individual.
“Release” means any presence, spilling, discharging, depositing, leaking, emitting, discharging,
emptying, escaping, dumping, or disposing of a substance of material within or into the natural
environment or affecting a natural resource, including, without limitation, ambient air, wildlife or
plant species, surface water or groundwater resources, or soil and other subsurface strata.
“Restricted Information” means information or data that is provided by Company to Supplier or is
otherwise acquired by Supplier in the course of providing the Services and that is: (A) PII, financial
information, medical or health-related information, or energy usage information pertaining to
Company’s current, past, or potential customers, employees, or contractors (but not including the
contact information of Company’s designated representative for Supplier contact purposes under
this Agreement) (collectively also referred to as “Restricted Personal Information”); or (B)
passwords, symmetric encryption keys, the private half of a public key encryption pair, operational
or monitoring or diagnostic information pertaining to Company’s business operations, CEII, BCSI,
CIP Information, Safeguards Information, confidential financial information, or capabilities to
disable a security feature applied to protect Restricted Information, networks, or a computing
environment (collectively also referred to as “Restricted Company Information”). Restricted
Information is a type of Confidential Information.
“Safeguards Information” means information not otherwise classified as national security
information or restricted data that specifically identifies Palo Verde Generating Station‘s (PVGS):
(A) detailed control accounting procedures for the physical protection of special nuclear material,
(B) detailed security measures including security plans, procedures, and equipment for the physical
protection of byproduct and special nuclear material, (C) security measures for the physical
protection and location of certain plant equipment vital to the safety of production or utilization of
facilities and (D) any information that could reasonably be expected to have a significant adverse
effect by significantly increasing the likelihood of sabotage or diversion or theft of source, byproduct
and special nuclear material.
"Security Incident" means any circumstance when: (A) Supplier knows or reasonably believes that
PII, Confidential Information, or Restricted Information (as applicable) hosted or stored by Supplier
has been Disclosed; (B) Supplier knows or reasonably believes that an act, or omission or the
transmission of a computer virus has compromised or may reasonably compromise the
cybersecurity of products or services provided to Company by Supplier or the cybersecurity of
physical, technical, administrative, or organizational safeguards protecting Supplier's systems or
Company Property used to monitor, store, or host PII, Confidential Information, or Restricted
Information (as applicable); or (C) Supplier receives any complaint, notice, or communication which
relates directly or indirectly to (i) Supplier’s handling of PII, Confidential Information, or Restricted
Information (as applicable), (ii) Supplier's compliance with the data safeguards in this Agreement
or Applicable Law in connection with PII, Confidential Information, or Restricted Information (as
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applicable) or (iii) the cybersecurity of products or services provided to Company by Supplier or the
cybersecurity of Supplier’s systems that could impact Company Property, including, but not limited
to, Company Cyber Assets.
"Services" means all services, including, but not limited to, labor, repair, demolition, construction,
maintenance, consulting, information technology, design, architectural, or engineering services that
Supplier will perform under this Agreement.
"Site" means the ultimate destination and place of use of the Goods, or the area(s) at Company's
facilities, including ingress and egress, where Supplier will perform the Services.
“Specifications” has the meaning described in Appendix A/B (Scope of Work/Specifications) or any
Order.
"Supplier Personnel" means any person working for or on behalf of Supplier, including its officers,
directors, employees, agents, and representatives, as well as Supplier’s subcontractors and their
officers, directors, employees, agents, and representatives.
“Vulnerability” or “Vulnerabilities” means a weakness in an information system, system security
procedures, internal controls, firmware, software, or implementation that could result in a Security
Incident including being exploited or triggered by a threat source.
"Waste" means any material, chemical, compound, or substance that Company makes available to
Supplier hereunder or in any Order, that is considered by Company to be discarded, including
materials, chemicals, compounds, or substances that have hazardous physical, chemical, or
biological characteristics or properties, which may be subject to federal, state, or local laws or
regulations regarding generation, transportation, treatment, storage, disposal, or related activities,
and which is not being provided to Supplier for any beneficial reuse.
4.
ENTIRE AGREEMENT; PRECEDENCE.
4.1.
Entire Agreement. This Agreement contains the final and complete understanding between
the parties for the Goods or Services and supersedes all prior and contemporaneous
communications pertaining to the Goods or Services.
4.2.
Orders. Any of the following indicates Supplier’s acceptance of an Order: (A) Supplier’s
execution of an Order; (B) commencement of performance under an unsigned Order; or
(C) any conduct that recognizes the existence of a contract pertaining to the subject matter
thereof. If Supplier commences performance in response to Company’s request for a quote
or proposal, there is no agreement and Supplier takes this action at its own risk. Any
additional or different terms included by Supplier in its acceptance of an Order will not
become part of this Agreement, nor will Company's acceptance of the Goods or Services
be deemed an acceptance of any additional or different terms.
4.3.
Appendices. This Agreement includes all documents attached hereto or incorporated by
reference, including:
Appendix A/B
Scope of Work/Specifications & Price Agreement
Appendix C
Intentionally Omitted
Appendix D
Insurance
Appendix E
Intentionally Omitted
Appendix F
Intentionally Omitted
Appendix G
Intentionally Omitted
Appendix H
Intentionally Omitted
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Appendix I
Intentionally Omitted
Appendix J
Intentionally Omitted
Appendix K
Intentionally Omitted
Appendix L
Intentionally Omitted
Appendix M
Intentionally Omitted
Appendix N
Intentionally Omitted
Appendix O
Intentionally Omitted
Appendix P
Intentionally Omitted
Appendix Q
Intentionally Omitted
4.4.
Precedence. In the event of a conflict, the documents of this Agreement will be read in the
following order of priority:
(A.) Appendix C (Safety Manual) or the then-current safety requirements provided by
Company to Supplier;
(B.) this document and its appendices (other than Appendix A/B (Scope of
Work/Specifications) and Appendix C (Safety Manual));
(C.) Appendix A/B (Scope of Work/Specifications);
(D.) the Order at issue, including any attachments thereto; and
(E.) any other documents referenced in this Agreement or its appendices.
When an Order is issued by the Palo Verde Generating Station Supply Chain Department under this
Agreement, in the event of a conflict, the Order will have priority over this document and its
appendices. The remaining order of priority listed above remains effective.
5.
TERM.
The term of this Agreement is three (3) years from the Effective Date, unless otherwise cancelled
or terminated as provided in this Agreement. Any Orders in progress at the time of the expiration
of this Agreement, however, will be performed to completion in accordance with this Agreement.
6.
SCOPE.
Contractor will: (A) provide the Services (and any related Deliverables) to Company in strict
accordance with Appendix A/B (Scope of Work/Specifications) and any applicable Order; (B) make
spare parts available for the useful life of Goods; and (C) furnish at its own expense all labor,
transportation, materials, tools, equipment, consumables, facilities, and qualified personnel.
7.
KEY PERSONNEL.
Supplier Personnel identified by name in any Order are the key personnel responsible for the
management, oversight, or performance of the Services. Supplier will ensure that key
personnel do not work on non- Company projects to the detriment of the Services or the
schedule. Supplier may not remove the key personnel without first notifying Company and
giving Company a reasonable opportunity to assure itself that successors to the key personnel
possess an equivalent degree of competence and experience, and that there will be no
adverse effect on the Services or the schedule.
8.
PRICE AND PAYMENT.
8.1.
Price Services Rates. The price of the Services rates will not exceed the price or rate
set forth in Appendix A (Pricing Agreement). Supplier will maintain competitive prices,
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so that prices offered to the Company are comparable to those received by Supplier's
most favored customers for similar Services under comparable conditions.
8.2.
Invoicing. Invoices must contain: (A) the Order number; (B) a description of the
Services, as applicable; (C) a detailed itemization of the invoice amount; (D) separate
line items reflecting taxes and freight; and (E) any reasonable documentation, including
but not limited to receipts for expenses that are reimbursable in accordance with this
Agreement. Invoices must be submitted by email to payables@aps.com or by other
method agreed upon by the parties. Company will not compensate Supplier for
invoiced items that are not provided for in Appendix A (Pricing Agreement).
8.3.
Payment Terms. Company will pay amounts due to Supplier within forty-five (45)
calendar days following the later of: (A) Company’s receipt of an accurate invoice; and
(B) Company’s acceptance of the Services. If Company pays Supplier within fifteen
(15) calendar days following the later of (A) and (B), Company will be entitled to a two
percent (2%) discount on the invoiced amount.
8.4.
Invoice Disputes. If the parties disagree about an invoice, Company will pay the
undisputed amount, and the parties will work in good faith to resolve the dispute. If
Company withholds payment based upon a dispute, the withholding will not be
considered an event of default and Supplier will continue to perform.
9.
TAXES.
9.1.
Transaction Taxes. To the extent the Services are subject to a transaction tax (including
but not limited to sales, excise, privilege, gross receipts, use, or compensating tax) under
Applicable Law, Supplier will remit the transaction tax to the taxing authority. Company
will reimburse Supplier for transaction tax paid by Supplier if Supplier: (A) specifies the
amount of the transaction tax as a separate line item on the applicable invoice; (B)
obtains the benefit of any applicable exclusions, exemptions, credits, or deductions; and
(C) passes resulting tax savings on to Company.
9.2.
Exemptions. If the Services are tax-exempt under Applicable Law, Company will provide
exemption certificates to Supplier upon request. Company will not reimburse Supplier for
improper application of exemption certificates to taxable transactions.
9.3.
Audits. If Supplier is assessed additional transaction tax on Services as the result of an
audit, Supplier will notify Company in writing within ten (10) calendar days. Supplier will
pay the additional transaction tax “under protest” and pursuant to any instructions provided
by Company. If Supplier complies with Company’s instructions, Company will reimburse
Supplier for the additional transaction tax, and any penalties and interest determined
payable by the taxing authority.
9.4.
Errors in Invoices. Any tax-related error in an invoice (excluding those identified by a
subsequent audit) will be corrected by Supplier within one-hundred twenty (120) calendar
days of the invoice date.
10.
SCHEDULE.
10.1.
Schedule. Supplier will adhere to the schedule (as specified in Appendix A/B (Scope of
Work/Specifications) or any applicable Order) for performance of the Services, even if in
doing so, it must add additional employees or work outside normal business hours. Any
expense incurred by Supplier to meet the schedule will be Supplier's sole responsibility,
unless the expense is solely caused by Company's delay, in which case the parties will
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agree upon an equitable adjustment to the price. If Supplier fails to comply with the
schedule (except for delays caused by Company or a Force Majeure), Company may: (A)
approve a revised schedule; or (B) treat the failure to meet the schedule as a material
breach of this Agreement.
10.2.
Force Majeure. In the event of a Force Majeure, the affected party will: (A) promptly notify
the other party in writing of any causes or circumstances claimed to constitute a Force
Majeure, the obligations that will be affected by such Force Majeure, the measures taken or
to be taken to minimize the impact thereof, the schedule for implementation of those
measures, the anticipated duration of the failure to perform or delay, and evidence
supporting the claimed Force Majeure; and (B) use best efforts to mitigate the effect of such
failure to perform or delay and to remedy the impact of the Force Majeure. The time for
performance will be extended by a period of time equal to the time lost due to Force
Majeure or other period agreed upon by the parties.
10.3.
Extended Force Majeure. If the cumulative period of the delay equals or exceeds thirty (30)
calendar days or the non-affected party determines the delay has a significant adverse
effect on its operations, the non-affected party may terminate this Agreement or a particular
Order without further liability. If possible, the affected party will offer partial performance of
its obligations, which the non-affected party may accept or refuse.
11.
DOCUMENTATION.
Supplier will provide all Documentation to Company. Supplier will maintain all Documentation for
four (4) years following completion or termination of any Order and will provide it to Company upon
request. Company has no duty to review or comment on the accuracy of Documentation. Supplier
will promptly correct any errors or deficiencies in Documentation. Unless otherwise provided for in
this Agreement, Supplier hereby grants to Company a perpetual, non-exclusive, irrevocable, royalty-
free right and license to duplicate, disclose, use or make derivative works of any Documentation
provided under this Section 11 (Documentation), but only to the extent necessary for Company to
support the use, installation, or maintenance of the Goods, Services, and Deliverables.
12.
SAFETY.
12.1.
ISNetworld. If Company determines that Supplier’s performance of the Services will present
potential harm to public or worker well-being, Company Property or the environment, or is
otherwise determined by Company to be “High Risk Work,” as that term is further described
in Company’s contractor safety policies, then Supplier will subscribe to ISNetworld prior to
initiating performance of the Services. Supplier may not start performing the Services if
Supplier’s grade under ISNetworld is “C” or “F”, unless Company expressly agrees in
writing. If Services have commenced and Supplier’s ISNetworld grade is subsequently
changed to “C” or “F,” then Supplier will, at Company’s request, immediately stop the
performance of the Services. Upon Company’s request, Supplier will submit a written
mitigation plan in the form provided by Company within thirty (30) days and Company may
accept or reject the mitigation plan in its sole discretion. If Company accepts the mitigation
plan and notifies Supplier of the approval in writing, Supplier may resume performance of
the Services. If Supplier is unable to reinstate its grade with ISNetworld to “A” or “B” or fails
to propose an acceptable mitigation plan, then Company may terminate this Agreement in
accordance with Section 25.2 (Termination for Safety).
12.2.
Work at Site. Supplier understands that continuity of Company operations at the Site is of
critical importance, and, in support of this acknowledgment, Supplier represents that it is
familiar with the Site, including the nature, location, environment, and any special
conditions for use of the Goods and Services specified in this Agreement. In addition,
Supplier will maintain its work area in a neat, clean, and safe condition and will comply with
all Company Site policies, procedures, rules and regulations then in effect.
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12.3.
Drug and Alcohol Abuse; Firearms. Company’s policies prohibit any individual involved in
any illegal drug activity or abuse or inappropriate use of alcohol or prescribed drugs from
working on any Company Property. In addition, Company prohibits the unauthorized
possession of firearms, ammunition, explosives or other weapons at any Company facility.
Company reserves the right to deny access to and to remove from any Company facility,
any Supplier Personnel believed, in Company's sole judgment, to be in violation of this
policy, without recourse by Supplier.
13.
SUBCONTRACTORS.
Supplier will not subcontract any part of the Services without Company's prior written approval.
This Agreement will not create any contractual relationship between Company and any
subcontractor of Supplier, nor obligate Company to pay or ensure that payment is made to any
subcontractor of Supplier. Supplier will promptly pay all amounts owed to its subcontractors in
connection with this Agreement. Supplier will be responsible for its subcontractor’s compliance with
this Agreement.
14.
ETHICAL COMPLIANCE.
Supplier will not offer to any Company employee, directly or indirectly, any special treatment, free
services, special discounts, business entertainment or meals that could be considered excessive,
travel expenses, compensation, bribes, loans, or the like.
15.
COMPLIANCE WITH LAWS.
15.1.
Applicable Law; Export Control. Supplier will comply with Applicable Law. Each party is
responsible for its compliance with all United States export control and economic sanctions
laws, as set forth below.
(A) Prohibited Parties. Supplier represents and warrants that Supplier: (i) is not, directly or
indirectly, acting for or on behalf of any person, group, entity or nation named pursuant
to any law, order, rule or regulation enforced or administered by any department of the
United States government as a “Restricted Party” or other sanctioned or blocked
person, group, entity, territory or country; and (ii) is not directly or indirectly engaging,
instigating or facilitating this transaction on behalf of any such person, group, entity,
territory or country. A “Restricted Party” is any company or individual on the
Department of Treasury Office of Foreign Assets Control list of Specially Designated
Nationals and Blocked Persons or List of Foreign Sanctions Evaders, on the Denied
Persons List, the Entity List, or the Unverified List maintained by the U.S. Department
of Commerce’s Bureau of Industry and Security or on any other list maintained by any
governmental agency restricting the export of any items to or other transactions with
specific individuals, companies or other entities.
(B) Compliance with U.S. Export Control Laws. Supplier and Company will comply with all
applicable U.S. and non-U.S. export control and economic sanctions laws and
regulations relating to its respective business, facilities, contractors and personnel,
including but not limited to the U.S. Department of Energy’s Part 810 Regulations, the
U.S. Department of State’s International Traffic in Arms Regulations (22 CFR Parts
120 et seq.), the U.S. Department of Commerce’s Export Administration Regulations
(15 CFR Parts 730 et seq.), the Nuclear Regulatory Commission’s Part 110
Regulations (10 CFR Part 110), and the U.S. Department of Treasury’s economic
sanctions programs (collectively referred to as “Trade Control Laws”).
(C) Export Control Limitations on Facility, Computer, and Network Access. Supplier will
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not assign any Non-U.S. Person (as defined below) employees, consultant,
contractors, or subcontractors to work at or visit Company Property, or to access
Company data, computers, or networks without first notifying and receiving written pre-
authorization from Company and unless permitted or otherwise authorized by the U.S.
government.
(D) Deliveries to Supplier. Supplier will not export, re-export or retransfer any hardware,
software (including object code and source code), technology and services received
from Company to Non-U.S. Persons (as hereafter defined), or to non-U.S. countries,
without first obtaining any required authorizations or in a manner that is inconsistent
with applicable Trade Control Laws. A “U.S. Person” means a citizen of the United
States, a lawful permanent resident alien of the United States (a "Green Card" holder),
an asylee, a refugee, or other protected individual under the Immigration and
Naturalization Act. A “Non-U.S. Person” is anyone who is not a U.S. Person.
(E) Deliveries to Company. Prior to providing Company with any hardware, software
(including object code and source code), technology and services that are (i) subject
to the Export Administration Regulations (15 CFR Parts 730-774) and controlled at a
level other than EAR99/Anti-Terrorism (AT), (ii) subject to the Department of State’s
International Traffic in Arms Regulations (22 CFR Parts 120 et seq.), or (iii) other
applicable Trade Control Laws, Supplier will provide written notice to Company
specifying the nature of the controls and any relevant export classification information,
including the Export Control Classification Number (“ECCN”) or applicable export
classification.
15.2.
Licensing. Supplier must have all permits, licenses, registrations, and other authorizations
necessary to provide the Deliverables and perform the Services in accordance with
Applicable Law (including applicable Trade Control Laws), and Supplier will provide copies
of any such documentation to Company upon request.
16.
CONFIDENTIALITY.
16.1.
Duty of Non-Disclosure. Absent Company’s prior written consent, Supplier will not: (A)
disclose any Confidential Information to any third party; (B) use any Confidential Information
other than for Supplier's performance of this Agreement; (C) reproduce Confidential
Information in whole or in part; or (D) incorporate Confidential Information in any form,
including as integrated, decomposed, or otherwise, as a part of any product or service
(including a machine learning model) except for Services provided to Company.
16.2.
Exceptions. Confidential Information does not include: (A) information in the public domain
through no fault of Supplier; (B) information lawfully known by Supplier prior to disclosure by
Company; and (C) information rightfully learned from a third party not under restriction of
disclosure.
16.3.
Permitted Disclosure. Supplier may disclose Confidential Information only to Supplier
Personnel who have a need to know the Confidential Information for the sole purpose of
providing the Goods and Services and who have agreed to maintain confidentiality in
accordance with this Agreement. Supplier will use the same degree of care that Supplier
ordinarily uses with respect to its own confidential information, but not less than reasonable
care. Supplier will be fully liable for any breach of the confidentiality obligations by Supplier
Personnel.
16.4.
Return of Confidential Information. Within fifteen (15) calendar days following the earlier of
(A) Company’s request, (B) termination of this Agreement or any Order under which
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Confidential Information was provided to Supplier, or (C) completion of the authorized use,
Supplier will promptly return to Company (or, at Company’s option, destroy or erase) all
Confidential Information and any copies or other physical embodiments of the Confidential
Information. In such case, the Supplier will certify in writing to Company that all such
Confidential Information has been so returned, erased, or destroyed.
16.5.
Disclosure Required by Law. If Supplier receives any subpoena, court order, or regulatory
request requiring or requesting disclosure of Confidential Information, Supplier will
immediately notify Company and fully cooperate with Company in any action Company
deems necessary to protect the Confidential Information. Supplier will provide only that
portion of the Confidential Information which it is advised in writing by legal counsel is legally
required to be disclosed and will exercise all reasonable efforts to obtain a reliable assurance
that the Confidential Information will be treated as strictly confidential by any recipient of it.
16.6.
Survival of Obligations. Unless the parties agree otherwise, these confidentiality obligations
will survive for three (3) years after termination or expiration of this Agreement, except that
such obligations will not expire in regard to any Confidential Information that includes trade
secrets, Restricted Information, CIP Information, or Covered Information.
16.7.
Remedies. The unauthorized disclosure of Confidential Information may cause irreparable
harm to Company and Company may choose to enforce its rights in a legal proceeding. In such
a proceeding, Supplier will not assert that Company has an adequate remedy at law with
respect to actual or threatened disclosure and will not seek to require Company to post a
bond. Supplier agrees that specific performance or injunctive relief, in addition to other legal
and equitable relief, are appropriate remedies for any actual or threatened violation or breach
of this Agreement.
16.8.
Use of Company’s Name. Neither Supplier nor Supplier Personnel will use Company’s name,
trademarks, facility names, or photographs of Company Property in any marketing materials,
customer lists, or other public documents or publicly accessible locations, without Company’s
prior written consent, which may be withheld by Company in its sole discretion.
16.9.
Covered Information. Covered Information must be protected in accordance with this
Agreement and Applicable Law. If Supplier has access to Covered Information, then Supplier
will comply with the following requirements applicable to such Covered Information, in
addition to the confidentiality obligations above:
(A) Defined. Company will use commercially reasonable efforts to mark all Covered
Information in tangible form with the legend “CEII,” “BCSI,” “Critical Energy Infrastructure
Information,” “BES Cyber System Information,” or similar legend. With respect to
Covered Information disclosed to Supplier verbally, Company will describe the Covered
Information as such at the time of disclosure. For the avoidance of doubt, the marking of
any portion of information as Covered Information renders all portions of such information
(whether marked or unmarked) as Covered Information. Further, if a portion of Covered
Information is made public, all other portions remain Covered Information and do not
become public.
(B) Additional Guidance. If it is unclear whether information is Covered Information, Supplier
will promptly contact Company’s designated representative for guidance and clarification.
(C) Confidentiality. Supplier will strictly administer Covered Information in accordance with
the confidentiality obligations of this Section 16 (Confidentiality). In addition, Supplier will
store Covered Information in secure locations that are inaccessible to third parties.
(D) Revocation of Access. Company may revoke Supplier’s access to Covered Information
at any time in its sole discretion.
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17.
COMPANY ACCESS AND SECURITY CHECKS.
Supplier Personnel who require unescorted physical access or remote cyber access to
Company Property will comply with the terms and conditions set forth in Appendix E (Company
Access and Security Checks). Prior to receiving access to Company Property, Supplier will
require all Supplier Personnel to execute and submit to Company a “Supplier Personnel
Acknowledgement” in the form of Appendix F (Supplier Personnel Acknowledgement).
18.
PROTECTING COMPANY CYBER ASSETS; PHISHING.
18.1.
Access. Supplier will not access or connect to, and will not permit Supplier Personnel
to access or connect to, Company Cyber Assets without Company’s prior written
authorization, which Company may revoke at any time and for any reason in its sole
discretion. The scope of such authorization may be limited by Company, and Supplier
will comply with that authorization, in addition to the requirements set forth herein and
terms and conditions of this Agreement.
18.2.
Phishing. “Phishing” is the practice of initiating fraudulent contact via electronic means
(purporting to be legitimate) in an attempt to induce the recipient to reveal sensitive or
confidential information, to compromise the receiving computer, or to infiltrate
corporate networks. If Supplier Personnel will receive access to any Company Cyber
Asset, all Supplier Personnel with such access will (A) complete all Phishing training
provided by Company, and (B) comply with Company’s corporate policy regarding
Phishing. If any individual Supplier Personnel fails a Phishing test or an actual Phishing
attempt, the Company, in its sole discretion, may including but not limited to, require
additional training of Supplier Personnel at no cost to Company or revoke Supplier
Personnel’s internet access.
18.3.
Responsibility. Supplier will be liable for all Losses incurred by Company arising out of or
resulting from any Supplier Personnel failing an actual Phishing attempt. Such remedies
are in addition to Company’s right to revoke access to Company Property, for any reason
at any time, and any other rights and remedies available at law or in equity. If Company
exercises its right to revoke access to Supplier Personnel pursuant to this section,
Supplier will use commercially reasonable efforts to replace the Supplier Personnel with a
new resource within ten (10) calendar days and Supplier will be responsible for any costs
associated with such replacement and transition.
19.
CYBERSECURITY; DATA PRIVACY.
Supplier will comply with the terms and conditions set forth in Appendix G (Cybersecurity) if: (A)
any Goods, Services, or Deliverables procured by Company contain any software, firmware, or
programmable device; (B) Supplier will store, process, or host Confidential Information in
performance of the Services; (C) Supplier will remotely access Company Property; or (D) Supplier
will connect any electronic device, asset, or equipment to any Company Property. If Supplier will
electronically handle, remotely access, exchange, transmit, monitor, or store any Restricted
Information or Supplier’s system or network will be used to store, process or host Restricted
Information including data hosting services or computing services as part of the Services Supplier
may provide under this Agreement, Supplier will comply with the terms and conditions of Appendix
H (Data Security and Privacy).
In addition to Supplier’s indemnification obligations, and notwithstanding anything in this
Agreement to the contrary, including any and all limitations of liability and exclusions of damages,
Supplier will be liable for, without limitation, all damages, losses, fines, penalties, costs and
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expenses, including reasonable attorney’s fees and costs, incurred by Company (i) to notify
individuals and entities affected by any Security Incident that results from or arises out of any
breach by Supplier, (ii) to provide two years of credit monitoring service and identity theft insurance
for each individual whose PII was impacted by such Security Incident, (iii) to comply with any
regulatory or statutory orders or requirements resulting from or arising out of such Security
Incident, (iv) for interruption and resumption of Company’s operations resulting from or arising out
of such Security Incident, and (v) recover or replace lost or damaged data that arise out of or result
from Supplier's material breach of the Agreement, or Supplier's negligence or willful misconduct.
20.
ENVIRONMENTAL AND HAZARDOUS SUBSTANCES.
20.1.
Materials and Chemical Substances Identification and Control. Supplier will submit a Safety
Data Sheet (SDS) no later than five (5) Business days before initial delivery of any materials
or chemical substances. Submission of an SDS for any subsequent delivery of such
material or chemical substance is not required so long as Supplier has records indicating
a current SDS has been submitted to Company and there has been no change affecting
the characteristics and/or composition of the substance since such submission. All
materials and chemical substances will be properly labeled before being delivered to any
Company site, in accordance with Occupational Safety and Health Administration (OSHA)
and any other applicable labeling requirements, including those for preservation of labels
from manufacturer's containers and the labeling of secondary containers. Supplier will
furnish warnings if materials or chemical substances are expected to be present in products
or shipments furnished by the Supplier.
20.2.
Asbestos. Supplier is cautioned that the insulation of equipment, related piping, or other
facilities for which Supplier is to perform Services may contain asbestos, which can be
hazardous to health. Supplier will be responsible for being fully aware of and will take all
special precautions necessary or appropriate for the protection of the health and safety of
all individuals, including Supplier Personnel, while in the area of any asbestos material
encountered in performance of the Services. At a minimum, Supplier will comply with all
applicable requirements of the OSHA, the U.S. Environmental Protection Agency, and of
any other federal, state, and local authorities. If Supplier deems it necessary for asbestos-
containing materials to be removed and disposed in order to perform the Services in
accordance with this Agreement, Supplier will immediately notify and obtain the written
agreement of Company. If Company agrees that such removal is necessary, Company will
thereafter dispose of all removed material containing asbestos.
20.3.
Antiquities. In the event that any Indian relics, items with cultural, archaeological, or
historical value, or endangered or threatened species or critical habitat are discovered,
Supplier will immediately notify Company, and will await a decision by Company before
proceeding with any portion of the Services that might disturb or endanger the discovery.
Neither Supplier, nor any Supplier Personnel, will have property rights in such relics or
items.
20.4.
Hazardous Substances and Waste. If Supplier will (A) perform any environmental-related
Services, including but not limited to solid, hazardous, or special waste disposal or
management, environmental consulting services, environmental remediation, or
hazardous substance release or spill response, or environmental media sample collection
(e.g. soil, soil gas, or groundwater) or (B) use, store, transport, treat, or dispose of any
chemicals, oils, or hazardous substances (either within Company Property or off-site) in
connection with performance of its Services, Supplier will comply with the terms and
conditions set forth in Appendix J (Hazardous Substances and Waste).
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21.
SPECIAL CONDITIONS RELATING TO CONTRACTS WITH THE FEDERAL GOVERNMENT.
21.1. Prime Contract. Arizona Public Service Company has entered into an Areawide Service
Agreement with the U.S. General Services Administration (the "Prime Contract") under which
Arizona Public Service Company is required to provide utility service to certain agencies of
the United States Government. Arizona Public Service Company is considered a federal
prime contractor with respect to such service and required by law and contract to flow down
certain terms of subcontractors thereunder. If Arizona Public Service Company is a party to
this Agreement or an Order and any of the supplies or services provided under this
Agreement or an Order are to be used for the performance of the Prime Contract (hereinafter
referred to as an "Areawide Subcontract"), the Federal Acquisition Regulation (FAR) clauses
as set forth in Appendix K (Federal Government Contract Terms) are incorporated herein by
reference, with the same force and effect as if they were given in full text. Arizona Public
Service Company reserves the right to supplement this list from time to time at its sole
discretion to the extent that the U.S. Government modifies the Prime Contract or any order
thereunder.
21.2. Other Company and Non-Company Contracts. If Arizona Public Service Company is a party
to this Agreement or an Order and this Agreement or an Order does not constitute an
Areawide Subcontract, or if Arizona Public Service Company is not a party to this Agreement
or an Order and this Agreement or an Order does not otherwise constitute an Areawide
Subcontract, Supplier will comply with the affirmative action and equal opportunity clauses at
41 C.F.R. §§ 60-250.5 and 741.5 (affirmative action clauses) and 41 C.F.R. § 60-1.4(a) (equal
opportunity clause), and CFR § 60-4.3(a), Equal Employment Contract Specifications (if this
Agreement or an Order involves any construction work and is in excess of $10,000) which
are incorporated herein by reference.
22. SUPPLIER REPRESENTATION AND WARRANTIES.
22.1
Supplier Representation. Supplier represents that Supplier and Supplier Personnel are fully
qualified and competent to perform the Services, as applicable.
22.2
Service Warranties. Supplier warrants that the Services will be: (A) performed and completed
in a thorough and workmanlike manner; (B) performed in accordance with all requirements
of this Agreement as outlined in appendix A/B; and (C) of the standard and quality generally
recognized and accepted within its industry or profession.
22.3
Documentation/Deliverables Warranty. Supplier warrants that all Documentation and
Deliverables associated with Services will meet all requirements of this Agreement and will be
complete, accurate and may be relied upon by Company.
22.4
Corrective Action. Company will notify Supplier in writing or by any other means reasonable
to give Supplier actual notice of breach within a reasonable time frame after Company
becomes aware of any breach of warranty. Supplier will, within ten (10) calendar days, provide
to Company a written corrective action plan that specifies actions Supplier will take to cure the
breach of warranty and minimize any adverse impact to Company. Upon Company’s written
approval, Supplier will, at its sole expense: (A) promptly take all necessary corrective actions,
including, but not limited to, adjustments, modifications, (B) cooperate with Company in any
investigation relating to the breach of warranty; and (C) perform any tests Company may
require to verify that Supplier’s corrective action complies with this Agreement. During
Supplier’s performance of corrective action, Company may continue using any Services, and
Company Property, in its sole discretion. Any corrective action taken by Supplier will be
warrantied for twenty-four (24) months from completion and acceptance by Company of the
corrective action.. In addition, Supplier at its sole expense will perform any standard tests
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Company may require to verify that Supplier's repair, replacement, or other corrective action
complies with this Agreement.
22.5
Company Corrective Action. If Supplier fails to promptly commence corrective action, or if
Supplier’s corrective action fails to remedy the breach of warranty, or Supplier’s schedule for
cure of any breach of warranty has significant adverse effect on Company’s operations,
Company may undertake corrective action, whether by acquiring replacement goods or
equipment, performing services itself, or obtaining similar services elsewhere. Corrective action
undertaken by Company does not void Supplier's warranties and Supplier will be liable for
Company’s direct costs for such corrective action.
23. INTELLECTUAL PROPERTY.
23.1. Pre-existing Intellectual Property. Rights to any and all Intellectual Property conceived,
authored, made or reduced to practice by Supplier prior to performing under this
Agreement, are and will remain Supplier’s property. Supplier grants to Company a
perpetual, non-exclusive, irrevocable, royalty-free license to use Intellectual Property
that is embodied or incorporated in any Goods or Services (including but not limited to
Intellectual Property embodied or incorporated in any Deliverables and
Documentation), to the extent necessary to support Company’s operations.
23.2. New Intellectual Property. Company will own all Intellectual Property developed by
Supplier pursuant to this Agreement. Supplier hereby irrevocably assigns to Company
all right, title, and interest throughout the world in and to the Intellectual Property
developed pursuant to this Agreement. Supplier agrees to complete the documentation
necessary to evidence Company’s ownership of the Intellectual Property. Supplier
further agrees to assist Company, at Company’s expense, as reasonably necessary to
obtain protection for, defend, or enforce the Intellectual Property.
23.3. Intellectual Property Remedies. In addition to Supplier’s indemnification obligations, if
any third party claims that the Goods or Services infringe or misappropriate that third
party’s Intellectual Property, Supplier, at Supplier’s sole cost and expense, must: (A)
secure a license for Company to continue using the Goods or Services; (B) replace or
modify the Goods or Services with a non-infringing equivalent acceptable to Company;
or (C) if approved by Company in writing, remove such Goods or Services and adjust
Company’s payment obligations accordingly (including a full refund if appropriate).
24. TERMINATION.
24.1.
Termination for Convenience. Company may terminate this Agreement, or any portion of
any Order not then completed, for convenience upon ten (10) calendar days prior written
notice to Supplier. Such termination is effective upon the date stated in the written notice.
24.2.
Termination for Safety. If, at any time, Supplier (A) fails to perform the Services in a safe
and acceptable manner in accordance with Appendix C (Safety Manual), as determined by
Company in its sole discretion, or (B) receives a “C” or “F” grade in ISNetworld (if Supplier is
required to subscribe to ISNetworld), then Company may terminate or suspend this
Agreement immediately, and without prior notice. At Company’s option, Company may
require Supplier to establish a mitigation plan as a condition to Supplier’s resumption of
the Services. If Company terminates this Agreement for safety pursuant to this Section
25.2 (Termination for Safety), such termination will be considered a termination for
convenience.
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24.3.
Termination for Cause. Either party may terminate this Agreement or any portion of any
Services not then completed, if the other party is in material breach of this Agreement and
such breach continues uncured for a period of thirty (30) calendar days following receipt of
written notice from the non-breaching party.
24.4.
Termination for Material Changes. Supplier will provide written notice to Company’s
designated representative within fifteen (15) days of any of the following: (A) criminal
charges are filed against Supplier or Supplier’s officers; (B) there is a material adverse
change in Supplier’s financial condition that affects or has the potential to affect Supplier’s
performance of its obligations; (C) Supplier commences a liquidation proceeding; (D)
Supplier makes an assignment for the benefit of creditors; (E) a proceeding is filed by or
against Supplier under federal bankruptcy or state insolvency statutes, and the proceeding
is not dismissed within thirty (30) calendar days; (F) a receiver or trustee is appointed for
Supplier and the receivership is not discharged within thirty (30) calendar days; or (G)
Supplier changes ownership, control by merger, acquisition, or consolidation, except that
Supplier’s offering and sale of its stock in the public market will not require notification.
Upon the occurrence of any of the events set forth in this Section 25.4 (Termination for
Material Changes) Company may immediately terminate this Agreement.
24.5.
Settlement for Work or Performance Completed Prior to Termination for Convenience.
Upon termination for convenience under Section 25.1 (Termination for Convenience) of
this Agreement or any portion of any Order, amounts due for Goods delivered to Company
or Services already completed, or in process, and that are in conformance with the
specifications and statement of work, will be settled in a fair and reasonable manner.
Supplier will have no claim and will receive no payment for undelivered Goods,
unperformed Services, or any anticipated profits.
24.6.
Setoff. Company is entitled to set-off any amounts owing from Supplier to Company against
any amount payable by Company hereunder.
25.
RECORDS AND AUDITING.
Supplier will maintain accurate and complete records relating to its performance of this Agreement,
including records in support of all invoices to Company. These records will be retained by Supplier
and will be reasonably available for Company's inspection and audit for four (4) years after
completion, expiration, or termination of this Agreement, whichever is latest. Supplier will comply
with Company’s reasonable requests to observe Supplier's manufacture of the performance of the
Services.
26.
DESIGNATED REPRESENTATIVE AND NOTICE.
All communications relating to the day-to-day activities under any Order will be between the
designated representatives named in the applicable Order. Any other notices required under this
Agreement will be sent to the individuals identified below, by email and certified mail, return receipt
requested, or by a courier service. Notices will be effective on the date the mail is delivered.
If to Company:
Arizona Public Service Company
400 North Fifth Street, MS 9172
Phoenix, AZ 85004
Attn: Director, Supply Chain
With a copy to:
Arizona Public Service Company
400 North Fifth Street, MS 8695
Phoenix, AZ 85004 Attn: General Counsel
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If to Supplier:
Maricopa County, administered by
Human Services Department, Assistant Director
Senior Services and Community Resilience Division]
234 N. Central Ave Ste 3000
Phoenix, Az 85004
27.
DAMAGE TO COMPANY PROPERTY.
Notwithstanding anything in this Agreement to the contrary, with respect to any Company Property
that is not covered by Section 23 (Supplier Representation and Warranties), Supplier will be liable
to Company for any damage caused to any Company Property, directly or indirectly, by: (A) a
breach of warranty under Section 23 (Supplier Representation and Warranties); (B) intentional
misconduct or negligence of Supplier or Supplier Personnel; or (C) a defect in the Goods. Supplier’s
liability under this section shall be capped at the insurance limits set forth in Appendix D
(Insurance).
28.
INDEMNIFICATION.
28.1.
Supplier Indemnification. To the fullest extent permitted by law, Supplier will indemnify,
defend, and hold harmless any Company Indemnitee for, from and against any and all
Losses that any Company Indemnitee may incur in connection with any Claim arising out
of, or resulting from any of the following:
(A)
any harm, injury, or death to any person, or any damage or destruction of any
tangible third party property, if caused in whole or in part by (i) the negligence of
Supplier or Supplier Personnel, or (ii) a defect in Services, or Deliverables;
(B)
any actual or alleged violation of Applicable Law by Supplier or Supplier Personnel,
including acts or omissions by Supplier or Supplier Personnel that cause Company
to violate Applicable Law;
(C)
any actual or alleged infringement or misappropriation of any third party Intellectual
Property rights except to the extent that the Claim is based on Supplier’s
performance of the Services in accordance with Company’s detailed designs or
specifications;
(D)
any lien or other Claim by Supplier Personnel;
(E)
any allegation by Supplier Personnel of an employment relationship between
Company and any Supplier Personnel;
(F)
the failure by Supplier or Supplier Personnel to timely pay any required taxes,
assessments, or contributions; or
(G)
a Security Incident.
28.2.
Indemnification Procedures. Company will give written notice to Supplier after becoming
aware of an actual or potential Claim for which Company is entitled to indemnification
pursuant to this Agreement. Company’s failure to give such notice does not relieve Supplier
of its indemnification obligations, except to the extent that Supplier is materially prejudiced
as a result of such failure. Supplier will not settle any Claim or admit liability on behalf of
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Company without the prior written consent of Company.
28.3.
Waiver of Immunity. Supplier’s indemnification obligations are not limited by any right or
obligation that Supplier or Supplier Personnel may have under workers’ compensation
laws, disability benefit laws, or other employee benefit laws. Supplier hereby waives any
immunity or other limitation of liability it may have under such laws.
29.
LIMITATION OF LIABILITY/EXCLUSION OF CERTAIN DAMAGES.
Except as set forth in Section 19 (Cybersecurity; Data Privacy), neither party will be liable to the
other party for any indirect, consequential, special, or punitive damages or lost profits in
connection with this Agreement. For clarity, to the extent that one party is entitled to
indemnification from the other party in connection with a third-party claim, any damage awarded
to the third party (direct, consequential, or otherwise), will be deemed to be direct damages of
the indemnified party, for which the indemnifying party will be liable. All rights and remedies of
the parties are cumulative, and not exclusive.
30.
INSURANCE.
Supplier will comply with the insurance requirements set forth in Appendix D (Insurance).
Enter Clause Text
31.
CONTRACT LABOR.
If Supplier will be providing contract labor under this Agreement, Supplier will comply with the terms
of Appendix I (Contract Labor).
32.
AMENDMENTS AND CHANGE NOTICES.
32.1.
Amendments. Any amendment to this Agreement must be in a writing signed by an
authorized representative of each party.
32.2.
Change Notices. Any change to the Services, price, or schedule must be made using a
change notice signed by an authorized representative of each party. Any change notice
proposed by Supplier must be approved by an authorized representative of Company in
writing. If Supplier proceeds with a change without a Company- executed change notice,
Supplier does so at its own risk. If Company proposes a change notice, and Supplier
believes the change impacts price or schedule, Supplier will, within ten (10) calendar days,
submit to Company a detailed written proposal for any necessary adjustment of price or
schedule.
32.3.
Suspension. Company may suspend an Order at any time and for any reason. Upon
Company’s suspension of any portion of any Order, Supplier will mitigate costs to
Company, protect Company Property in Supplier’s possession, and otherwise preserve
and protect any work or performance in progress.
33.
MISCELLANEOUS.
33.1.
No Waiver. No statement, course of conduct, course of dealing, or other action will be
construed as a waiver. Any waiver must be in writing and signed by the party granting the
waiver.
33.2.
Assignment. Supplier will not assign its rights or delegate its duties under this Agreement
without the prior written consent of Company, which Company may withhold in its sole
discretion. Any assignment or delegation by Supplier in breach of this provision is void.
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33.3. Survival of Obligations and Liabilities. Termination or expiration of this Agreement will not
relieve either party of any obligation that expressly or by implication survives termination or
expiration, including but not limited to: Insurance, Documentation, Compliance with Laws,
Confidentiality, Supplier’s Warranties, Intellectual Property, Records and Auditing,
Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, and Attorneys’
Fees.
33.4. Third Party Beneficiaries. Except as specifically provided for herein, this Agreement does
not create any rights exercisable by any third party. If the Goods or Services provided by
Supplier pertain to any facility that is co-owned or co-leased by Company and any
Participant(s), the following provisions apply:
(A)
When entering into this Agreement on behalf of a Participant, Company is acting
as the Participant’s agent. All benefits, rights, and remedies of Company under this
Agreement, including those pertaining to indemnity, insurance, and ownership, will
also inure to the benefit of the Participant.
(B)
If Company is acting as agent of Participant in entering into this Agreement, then
Company and Participants, as the case may be, will retain legal title to the Goods
and Deliverables of the Services provided under this Agreement.
33.5. Independent Contractor. Supplier is an independent contractor and not an employee or
agent of Company.
33.6. Governing Law. This Agreement will be governed by and interpreted under Arizona law,
without regard to any conflict of laws provision. Any legal suit, action or proceeding arising
directly or indirectly out of this Agreement will be initiated in state or federal court in Maricopa
County, Arizona.
33.7. Dispute Resolution. In the event of a dispute, a representative of each party who has the
authority to resolve the dispute will meet within fourteen (14) calendar days after a party
gives the other party written notice of the dispute. The parties will use their best efforts to
resolve the dispute. If the parties do not reach a resolution within thirty (30) calendar days
following the first meeting of the parties, either party may pursue arbitration or litigation.
Notwithstanding the foregoing, either party may bring an immediate suit for breach of the
confidentiality obligations of this Agreement or breach of Appendix G (Cybersecurity) or
Appendix H (Data Security and Privacy). If a dispute becomes the subject of litigation, each
party waives its right to a jury trial.
33.8. Attorneys’ Fees. The prevailing party in any proceeding will be entitled to recover its
reasonable attorneys’ fees, and associated costs and expenses.
33.9. Severability. If any provision of this Agreement is held invalid by a court of competent
jurisdiction, the rest of this Agreement will remain in full force and effect.
33.10. Interpretation. This Agreement will be interpreted without regard to factors such as the party
who prepared it or the relative bargaining power of the parties. References to “Supplier” will
be interpreted to mean “Supplier and Supplier Personnel” if not specifically stated.
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34.
EXECUTION.
This Agreement is executed by the authorized representatives of the parties.
Arizona Public Service Company
“Company”
On its own behalf and for the benefit of
Pinnacle West Capital Corporation
Maricopa County “Supplier”
By:
By:
Printed Name:
Printed Name:
Kate Brophy McGee
Title:
Title:
Chair, Board of Supervisors
Date Signed:
Date Signed:
Attested by:
________________________________
Juanita Garza, Clerk of the Board Date:
Approved as to Form:
_________________________________
Deputy County Attorney Date
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Enter Clause Text
APPENDIX A/B– SCOPE OF WORK/SPECIFICATIONS & PRICING
Arizona Public Service Company, an Arizona corporation with offices at 400 North 5th Street, Phoenix,
Arizona 85004 (APS), hereby enters into this Agreement between APS and Maricopa County administered
by its Human Services Department with offices at 234 North Central Avenue, Ste 3000 Phoenix, Arizona
85004 (Contractor) for Crisis Bill Assistance (Agreement) effective as of the 1st day of January 2026 (the
Effective Date), pursuant to which Contractor will administer and disperse funds for the Program
(hereinafter defined) pursuant to the terms hereof. Contractor and APS may each individually be referred
to herein as a Party and collectively as the Parties.
APS agrees to provide the Program Funds to fund the Crisis Bill Assistance Program for APS customers
in crisis whose incomes are less than or equal to 200% of the Federal poverty guidelines.
During each subsequent term of this agreement, APS will issue a purchase order (“PO”) identifying the
amount of Program Funds allocated for that term. The issuance of a PO will serve as APS’s formal
authorization of funding and will specify the total dollar amount available to the Program for that contract
year. The parties acknowledge and agree that the amount of Program Funds provided under this
agreement is subject to annual review and may vary from year to year based on APS’s budgeting
processes, program needs, and available funding. No minimum or ongoing funding level is guaranteed,
and the Program Funds for any given term shall be limited to the amount stated in the corresponding PO
issued by APS. It is understood that funding will be provided as available by APS. This agreement does
not guarantee that services will be required, or funding will be provided each contract term.
Whereas, APS enters this Agreement with Contractor to have Contractor administer and disburse a
portion of the Program Funds, as further described below;
Therefore, in consideration of the recitals set forth above, the respective agreements of the Parties herein
set forth, and other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
AGREEMENT
I.
TERM/TERMINATION
The first term of this agreement begins of January 1, 2026, ending December 31, 2026.
The second term of this agreement begins of January 1, 2027 ending December 31, 2027.
The third term of this agreement begins of January 1, 2028 ending December 31, 2028. The
agreement has three (3) contract terms with the option to renew for additional years as agreed
upon by Company and Supplier and is subject to A.R.S. § 38-511, the pertinent provisions of which
are incorporated here by this reference
II.
SCOPE OF SERVICES
A.
Program Coordination. The program provided for under this Agreement shall be referred
to as the Crisis Bill Assistance Program (Program). On behalf of APS, the Contractor will
administer and disperse any Program Funds allocated to Contractor under this Agreement.
Contractor can disperse Program Funds to customers directly through their organization
or via sub-contracts with Qualified Participating Agencies (QPAs) as defined in
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subparagraph (B)(1) below. Contractor will use such funds to provide crisis bill assistance
to eligible limited income households and individuals residing in APS’s service territory in
accordance with the terms of this Agreement. Contractor and the QPAs, if applicable, may
rely
upon
the
service
territory
maps
available
through
APS’s
website
(https://www.aps.com) to determine whether a household is located within APS’s service
territory.
B.
During the Term Contractor will perform the following services:
1.
Administer any Program Funds allocated to it and distribute them directly and/or
via QPAs in accordance with the terms hereof. QPAs are defined as non-profit
entities with an existing 501(c)(3) tax exempt status, tax-exempt faith-based
entities, and governmental agencies serving limited income households in APS’s
service territory;
2.
Identify and select QPAs in accordance with prescribed Contractor standards
agreed upon by APS, if applicable;
3.
Serve as a central point of contact for all activities reasonably necessary to
implement the services contemplated in this Agreement including, but not limited
to, remittance of payments, invoicing, tracking, auditing, and reporting;
4.
To the extent possible, distribute Program Funds available to Contractor are fully
distributed to limited-income customers by the end of the Term of this agreement;
5.
Recommend implementation timelines and oversee the development and
operation of specific Program procedures with input from, and subject to APS
review;
6.
Monitor and oversee all Program activities and prepare timely monthly reports of
such activities;
7.
Review and verify that all general and financial criteria for eligibility for limited-
income assistance as provided for in this Agreement are adhered to;
8.
Ensure that all Program related forms are completed and reviewed for accuracy,
including all audit forms used for customer qualification, and any other verification
calculations and documentation agreed upon in writing by the Parties;
9.
In the event that a QPA makes a Crisis Bill Assistance guarantee for a customer
bill payment and fails to pay APS the guaranteed funds, Contractor is then
responsible for paying APS the funds that were not paid by the QPA. APS will
notify Contractor in the event of non-payment and provide Contractor ninety
business days to resolve the issue with the QPA before Contractor becomes
responsible for payment.
10.
Ensure that Customer applications submitted to Contractor or its QPA that are
complete are processed to the point where they are either approved or denied
within an average of 15 business days of submission. This will be evaluated and
tracked on a calendar month basis with the requirement applying to all the
applications for the calendar year. Incomplete customer applications will be
reviewed and deemed closed within 15 business days of submission.
a.
A complete application is defined as an applications where the
customer has included all the required supporting information, consent, and
authorizations to the point where Contractor or QPA can fully process the
application.
b.
An incomplete application is defined as an application where the
customer has not provided all of the required supporting information,
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consent or authorizations. Contractor or QPA does not have enough
information to determine the application is approved or denied.
11.
Answer questions about the Program and reasonably resolve customer complaints
and inquires;
12.
Coordinate, review and verify eligibility of QPAs (if applicable), Program Fund
recipients, and related activities contemplated by this Agreement;
13.
Develop and implement an annual public relations strategy for promoting the
Program;
14.
Represent APS fairly to agencies and customers involved in the Crisis Bill
Assistance process and to local media, including, without limitation, presentations
for city councils, county boards of supervisors, limited income conferences,
community events and other public presentations;
15.
Perform such other administrative tasks as to which the Parties agree in writing
from time to time during the Term of this Agreement.
C.
Contractor and all QPAs receiving Program Funds during the Term shall meet the
following requirements.
1.
Contractor and QPAs shall maintain their tax-exempt status and remain in good
standing with the Internal Revenue Service, if applicable.
2.
Contractor and each of their participating QPA’s shall fully utilize APS’s Electronic
Agency Guarantee (EAG) system unless granted an exemption in writing by APS’
Designated Representative. This includes using the EAG system to approve
customers for Program funds and enrolling any eligible customers into APS’s E-3
program as the standard practice.
a.
Upon the activation of the funding source drop down list in the EAG system,
Contractor or participating QPA’s shall use this feature to designate if APS
funds were used when entering guarantees.
3.
Regarding reporting under the Contractor’s agreements with QPAs with respect to
the Program, the Contractor will:
a.
review Contractor and QPA expenditures related to the Program and compare
them to the amount of Program Funds distributed to such QPA on a monthly
basis.
D.
Program Eligibility
1.
Other than the administrative fees discussed in paragraphs VI.A. and B., Program
Funds dispersed pursuant to this Agreement shall only be provided by Contractor
or its QPA to, or on behalf of, eligible limited-income individuals or households. To
be eligible to receive Program Funds, an individual and/or household must meet
the following income requirements and be experiencing a crisis situation as defined
below:
a.
Income requirements. Eligible individuals and/or households shall have a
maximum gross household income less than or equal to 200% of the Federal
Poverty Level (FPL) as defined by the Arizona Department of Economic
Security (DES), as adjusted annually by DES. For purposes of this Agreement
“Household” is defined as group of individuals in a single residence for which
energy is purchased in common.
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i.
Examples of documents that provide proof of income include, but
are not limited to:
(a) SNAP or TANF current award letters;
(b) Employment income documents from the 30 day period prior
to and including the application date;
(c) W-2’s for the past year;
(d) most recent year’s Federal Tax Form 1040, 1040A or
1040EZ;
(e) most recent year’s Federal and State income tax returns (if
self-employed);
(f) supplemental security income (SSI);
(g) social security disability income;
(h) official child support or alimony award letters;
(i) veterans benefits;
(j) annuities;
(k) unemployment;
(l) Arizona Health Care Cost Containment System (AHCCCS)
award letters.
b. Crisis situation. A customer is in a “crisis situation” if the customer meets all of
the following criteria:
i.
must be a resident of Arizona;
ii. must not be a resident of an institution. Institutions include:
(a) hospitals;
(b) licensed domiciliary care facilities (family care homes, homes
for the aged and family care homes for developmentally
disabled adults);
(c) intermediate care facilities;
(d) skilled nursing facilities or homes;
(e) alcohol and drug rehabilitation centers or treatment program;
(f) dormitories;
(g) temporary protective facilities, such as domestic violence
shelters, etc.; or
(h) prisons;
iii. for a resident of public housing, the individual must have an obligation
to pay the utility bill directly to APS on an ongoing basis;
iv. the eligible individual must have had: (i) a loss or reduction of income
which places him/her within the range prescribed in Section II.D.1(a),
above; (ii) unexpected or unplanned expenses that caused a lack of
resources; or (iii) a condition has occurred or exists that endangers
the health or safety of the Household of which the individual is a
member within the last twelve months; and
v. the customer provides acceptable documentation of the crisis
situation. As there are many types of crisis situations the supporting
documentation will vary. Here are some examples (not an exhaustive
list) of documents that provide proof of crisis:
(a) loss of employment or reduction of hours: letter of
termination from employer or paystub showing reduction in
hours;
(b) medical emergency or issue: doctor’s note or current
medical bill, ER discharge notes;
(c) unexpected expense documents such as:
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i.
bill related to the expense (car repair bill/estimate);
ii. utility shut off or delinquency notice;
iii. eviction notice;
iv. other letter or document demonstrating the additional
financial burden.
(d) victim of crime: police report or referral from a domestic
violence agency where individual participates.
2.
A Household or individual who meets all eligibility requirements set forth above
may receive up to $1,000 to cover a current or past-due APS bill but may not
receive Program Funds to pay APS bills incurred at former residences. A
Household or individual is eligible for bill assistance payments twice during the 12-
month period starting with the awarding of the first bill assistance payment. The
total amount of Program Funds awarded to an individual and/or household during
a 12-month rolling period cannot exceed $1,000. Additionally, Program Funds may
not be used to pay deposits.
3.
Contractor and QPA customer document collection requirements
a.
Contractor QPAs distributing Program Funds must collect and keep an
electronic record of the APS Exhibit C Utility Information Release Authorization
form, or other utility information release form approved by APS, which the
customer signs to grant APS approval to share limited information with
Contractor related to determining eligibility. Contractor will monitor the QPAs
compliance with this requirement.
b. Proof of Identity
c.
Proof of Income (described above)
d. Proof of Crisis Situation (described above)
III.
REPORTING REQUIREMENTS AND PERFORMANCE METRICS
A.
Reporting Requirements
1.
To ensure that the Program Funds are promptly and fully distributed to limited-
income customers within the Term that the funds are allocated, Contractor is
required to track and report monthly on several metrics and performance measures
as described in this Agreement.
2.
The Monthly Spending Detail Report must contain at a minimum the following
information:
a.
An excel file that lists for the Contractor or each QPA:
i.
Name of the Contractor or QPA
ii.
Direct Services amount by customer1
iii.
Program Delivery amount by customer2
iv.
Application date by customer
v.
Customer name
vi.
Customer address
1 These funds are the amounts paid to, or on behalf of, customers.
2 These funds are the amounts paid to the QPA’s for administrative costs.
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vii.
Customer APS account number
b. Contractor will send the Report to APS via the APS secure Microsoft Teams
system or through the Contractor’s secure file transfer site.
c.
If applicable, a list of QPA invoices received and paid during the reporting
period plus a scanned copy of the invoices.
3.
The YTD Crisis Spending Report must contain, at minimum, the following
information:
a.
An accounting of all expenditures of Program Funds for the prior month as well
as a year to date. Specifically, the monthly Crisis Spending Report must reflect
funds retained for Contractor administrative costs, paid to QPAs, and funds
distributed to eligible Households and individuals during the reporting period.
b. The total balance of unspent Program Funding from the prior Contractor year
will be included in the report, if applicable.
4.
Failure to timely submit required Reports and other information that may be
requested from time to time pursuant to this Agreement may be grounds for
termination of this Agreement.
5.
The Parties acknowledge that Contractor is not responsible for resolution of any
complaints by recipients of Program Funds to the extent that Contractor is unable
to resolve such complaints in a commercially reasonable manner.
6.
If applicable, each QPA shall report to Contractor not less than once per month
during the period when the applicable QPA is receiving or is in possession of any
Program Funds, the number of such QPA’s customers who participated in the
Program and who received Program Funds.
7.
As part of each QPA’s periodic reports to Contractor, it shall list the amount of
Program Funds distributed to, or on behalf of, limited income customers, broken
down by each recipient’s APS customer account number.
IV.
BILL ASSISTANCE ALLOCATION
A.
During the Term of this Agreement Contractor is eligible to receive $600,000 of Program
Funds. All funds are inclusive of all Contractor and QPA administrative fees. All funds are
inclusive of Contractor and QPA Administrative Fees, as set forth in Section IV.A. and B.
below.
1.
Contractor will invoice APS for the Program Funds amount upon execution of this
Agreement.
2.
Contractor’s QPAs are required to fully utilize the APS Electronic Agency
Guarantee (EAG) system features as defined by APS in the EAG Agency contract
to distribute Program Funds unless granted an exemption by APS’ Designated
Representative. APS requires users of the EAG system to sign a short user
agreement that describes the obligations of the user.
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V.
APS RIGHTS
A.
APS’s total cumulative commitment under this Agreement shall not exceed $600,000
dollars during the Term as described in Section IV.A.
B.
APS shall have the right to request the Contractor distribute additional Program Funds in
a timely manner to a specific participating QPA, if applicable, in good standing with
Contractor based on demonstrated performance and available remaining funds that can
be reallocated.
C.
APS shall have the right to request the Contractor to add a QPA to the funding allocation
depending on availability of remaining funds.
D.
APS shall have the right to inspect any and all records related to the Program upon five (5)
business days’ prior written notice to Contractor.
E.
APS shall have the right to audit all books and records related to the Program upon five (5)
business days’ prior written notice to Contractor. Notwithstanding requirements contained
in this Agreement to the contrary, Contractor and each QPA may redact or withhold records
with contain legally protected confidential information pertaining to individual recipients or
Program Funds, such as social security numbers.
VI.
COMPENSATION/TAXES
A.
In exchange for providing the services contemplated herein. Contractor is entitled to
receive as its administrative fee up to a 20% of each allocation of the Program Funds
(“Administrative Fee”) directly disbursed to eligible individuals and/or Households by the
Contractor. This administrative fee will be funded from the Program Funds allocated to Contractor.
B.
In exchange for providing the services contemplated herein, QPAs are allowed to charge
up to a 20% administrative fee based on the amount of Program Funds disbursed to eligible
individuals and/or Households by the QPA. This administrative fee will be funded from the Program
Funds allocated to the QPA by the Contractor.
C.
For the sake of clarity, the combined total of Contractor’s and QPA’s Administrative Fees
and the amount dispersed to qualified individuals and/or households cannot exceed the Program
Fund total.
D.
Contractor shall be responsible for any taxes that may be levied or imposed upon it as a
result of the transactions contemplated by this Agreement.
E.
Each month an original invoice(s), containing purchase order number reference number
provided for this transaction, an adequate description of the Services, and a detailed
breakdown of the invoice amount, shall be accompanied by reasonable documentation
should be submitted to Arizona Public Service Company email: payables@aps.com and
copied to michelle.lehman@aps.com or another APS Designated Representative.
F.
The time for payment of invoices will run from the later of the date Company receives the
Services or Company receives correct invoices for such Services ("Receipt Date").
Company shall pay Supplier within 15 days of the Receipt Date.
G.
APS will set up an electronic transfer of Program Funds to Contractor.
(END OF APPENDIX A/B)
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APPENDIX C – SAFETY MANUAL
Intentionally Omitted
(END OF APPENDIX C)
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APPENDIX D – INSURANCE
1. INSURANCE TERM AND COVERAGE.
1.1.
Until all obligations under the Agreement are satisfied (unless otherwise stated
herein), Supplier will, at its sole expense, provide and maintain, the following
insurance coverages and limits without exclusion for liabilities assumed under this
Agreement, using forms and insurers acceptable to Company. Supplier shall make
no material adverse alteration to the terms of any insurance required herein without
the prior written approval of Company. If an insurer makes (or purports to make)
any such alteration, Supplier shall notify Company immediately.
1.2.
In the event the Supplier is a public entity, then the insurance requirements shall
not apply. Such public entity, during the term of this Agreement, shall maintain
liability insurance or self-insurance coverage for the negligent acts, errors and
omissions of its officers, officials, agents, employees or volunteers. Contractor shall
furnish Company with evidence of its self-insured policy by submitting a certificate
of self-insurance. Contractor shall maintain self-insurance policies for the duration
of the term of this agreement
2. MANDATORY INSURANCE.
2.1. Supplier will provide:
(A)
Commercial General Liability (“CGL”). CGL insurance with limits of
$1,000,000 per occurrence and $2,000,000 for general and products-
completed operations (aggregate). Coverage on an “occurrence” basis using
Insurance Services Office (ISO) Form CG 00 01 or equivalent, including
coverage for premises operations, independent contractors, products-
completed operations, personal and advertising injury and liability assumed
under the Agreement. The CGL insurance policy shall not contain any clause
or provision that limits third party actions over claims. Products-completed
operations coverage to be maintained for at least three (3) years past
acceptance, cancellation or termination of the Agreement.
(B)
Workers’ Compensation and Employer’s Liability. Workers’ Compensation
insurance with statutory limits and Employer’s Liability insurance with
limits of not less than $1,000,000 per accident and per employee for bodily
injury or disease, whether combined in a single policy or insured separately.
(C)
Commercial Automobile Liability. Commercial Automobile Liability insurance
with limits of not less than $1,000,000 per accident covering all of Supplier’s
owned, hired, or non- owned vehicles used in connection with the
Agreement.
3. INSURANCE POLICY PROVISIONS AND CONDITIONS.
3.1.
Additional Insured. Except for Workers’ Compensation, Professional Liability/Errors
and Omissions, and Data Protection/Cyber Liability insurance, all the policies
required by this Agreement must include Company and Company Indemnitees as
additional insureds unless the Contractor is a self-insured public entity, then the
additional insured requirement shall not apply. For any claims related to the
Agreement, Supplier’s insurance or self-insurance coverage will be the primary
insurance and any insurance or self-insurance carried by Company or any
Company Indemnitee will be excess and will not contribute. Company will be
entitled to coverage consistent with the broadest utilized ISO coverage
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endorsements at the time the Agreement is executed, without exception. Additional
insured coverage under any CGL policy or Contractors Pollution Liability policy
must include ongoing and completed operations coverage.
3.2.
Waiver of Subrogation. Supplier and subcontractors of every tier will waive, and
require its insurers to waive, any and all recovery rights they may have against
Company or any Company Indemnitee.
3.3.
Separation of Insureds. All policies, except for Workers’ Compensation,
Professional Liability/Errors and Omissions, and Data Protection/Cyber Liability
insurance, will apply separately to each insured against whom claim is made or suit
is brought, subject to the policy limit of liability, and will not contain any cross suits
exclusion.
3.4.
Insurer Ratings. All policies must be provided by licensed and admitted insurers, or
eligible surplus lines carriers, with a rating of no less than A-:VIII from A.M. Best or
an equivalent rating unless the Contractor is a self-insured public entity, then the
requirement shall not apply .
3.5.
Self-Insurance and Retentions. Self-insurance and retentions: (1) are the sole
responsibility of Supplier; and (2) must provide Company and Company
Indemnities all benefits that would otherwise be available and provided under an
insurance policy, including, but not limited to, the defense of claims. Upon
Company’s request, Supplier will present evidence acceptable to Company of its
ability to be self-insured and the financial ability to respond to stated self-insured
retentions related to the Agreement.
3.6.
Evidence of Insurance. Company reserves the right to request a certificate of
insurance for any insurance policy required in the Agreement. In the event of a
claim, a copy of all policies requested must be provided to Company within five (5)
calendar days.
3.7.
Acceptance of Evidence. In no event does Company’s failure to receive or identify
deficiencies in insurance documentation serve as waiver of Supplier’s obligation
to obtain and maintain the required insurance coverages and limits. Acceptance of
documents by Company does not constitute approval or agreement that the
insurance requirements have been met, or that the insurance policies identified in
the certificates are in compliance with the insurance requirements of the
Agreement.
3.8.
Maintenance of Insurance. Supplier’s failure to provide satisfactory evidence of
insurance will be deemed a material breach of the Agreement. Supplier’s lack of
insurance does not negate Supplier’s obligations under the Agreement.
Furthermore, Company may deny access to any Site for so long as Supplier does
not sufficiently prove the existence of the required insurance coverages.
3.9.
Claims. Supplier will promptly make a full written report to Company of all accidents
or claims for damage arising from or in connection with: (i) the Agreement or any
Order; (ii) the discharge of Supplier's duties under the Agreement or any Order; or
(iii) the presence of Supplier or Supplier Personnel on Company Property. Supplier
will cooperate fully with Company and with any insurance carrier in the
investigation and defense of all such accidents and claims and such obligation will
survive the termination or expiration of the Agreement.
3.10.
Notice of Cancellation. Supplier will provide Company with written notice of any
cancellation of any required insurance policies within ten (10) calendar days of
receipt of notice from Supplier’s insurance carrier or broker.
3.11.
Provision of Policies. Neither the content of any insurance policy, nor certificate,
nor Company's approval thereof, will relieve Supplier of any of its obligations in the
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Agreement.
3.12.
No Representation. Company does not represent that the coverage types or
amounts of insurance required in this Agreement are adequate to protect Supplier
against all potential losses that Supplier may incur, nor will the types or amounts of
insurance be construed to limit, release, or waive any obligations or liabilities of
Supplier to Company or other parties.
3.13.
Special Circumstances. With Supplier’s written consent, which shall not be
unreasonably withheld, Company reserves the right to modify these requirements,
including limits based on the nature of the risk, prior experience, insurer, coverage,
or other special circumstances.
(END OF APPENDIX D)
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APPENDIX E – COMPANY ACCESS AND SECURITY CHECKS
Intentionally Omitted
(END OF APPENDIX E)
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APPENDIX F – SUPPLIER PERSONNEL ACKNOWLEDGEMENT
Intentionally Omitted
(END OF APPENDIX F)
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APPENDIX G – CYBERSECURITY PROVISIONS
Intentionally Omitted
(END OF APPENDIX G)
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APPENDIX H – DATA SECURITY AND PRIVACY
(END OF APPENDIX H- Intentionally Omitted)
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APPENDIX I – CONTRACT LABOR
Intentionally Omitted
(END OF APPENDIX I)
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EXHIBIT J – Hazardous Substances and Waste
(END OF APPENDIX J - Intentionally Omitted)
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EXHIBIT K – Federal Government Contracts
(END OF APPENDIX K - Intentionally Omitted)
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Appendix L- Key Performance Indicators
(END OF APPENDIX L - INTENTIONALLY OMITTED)
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Appendix M- Union Wage Requirements
(END OF APPENDIX M - Intentionally Omitted)
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APPENDIX N – INTENTIONALLY OMITTED
(END OF APPENDIX N)
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APPENDIX O – INTENTIONALLY OMITTED
(END OF APPENDIX O)
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APPENDIX P – EQUIPMENT RENTAL
(END OF APPENDIX P- INTENTIONALLY OMITTED)
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APPENDIX Q – PACKAGING AND DELIVERY REQUIREMENTS
(END OF APPENDIX Q – INTENTIONALLY OMITTED)