MSPS FY 23 Meter Purchase

Quote

Mountain States Pipe and Supply Company
4765 Electronic Drive

Colorado Springs, Colorado 80922

1-800-777-7173

Marc Brown Mobile Phone: 520.431.6739

Marc email: mbrown@msps.com NZI 7 ed Pine ac. feed
Customer: Scot Ketohmark
Date: Monday, August 15, 2022
Qty Description Model = _ Extension
150 Kamstrup flowlQ 2100 25 GPM %" x %" x 7%" 02U-21-C04-8EX $144.30 $21,645.00
25 Kamstrup flowlQ 3101 55 GPM 1" T x 10 3/4" 03U-21-C02-8EX $318.50 $7,962.50
10 Kamstrup flowlQ 3101 120 GPM 1%'F x 13" 03U-21-C06-8EX $612.99 $6,129.90
20 Kamstrup flowlQ 3101 160 GPM 2"F x 17" 03U-21-C08-8EX $809.90 $16,198.00
15 1.5 x 13” Q4 Honeywell Elster RB US WEncoder Module V8 5005Q0174JW $1,428.75 $21,431.25
4 2 x 10” Q4 Honeywell Elster RB US W/Encoder Module V8 5005Q0086JW $1,773.75 $7,095.00
3 x 12” Q4 Honeywell Elster RB US WEncoder Module V8 5005Q0087JW $2,333.75
4 x 14” Q4 Honeywell Elster RB US WEncoder Module V8 5005Q0088JW $2,631.25
1 6 x 18” Q4 Honeywell Elster RB US W/Encoder Module V8 5005Q0089JW $4,380.00 $4,380.00
8 x 20” Q4 Honeywell Elster RB US W/Encoder Module V8 5005Q0090JW $6,831.25
10 x 17.75” Q4 Honeywell Elster RB US W/Encoder Module V8 5005Q0091JW $9,580.00
12 x 19.75” Q4 Honeywell Elster RB US W/Encoder Module V8 5005Q0092JW $10,826.00
150 ERW-1300-402 Itron 2-Port ERT Modules ERW-1200-402 $92.00 $13,800.00
Total $98,641.65

Freight: Billed at Actual Cost
Taxes not Included

rN
mesa-az

AGREEMENT PURSUANT TO SOLICITATION

CITY OF MESA AGREEMENT NUMBER 2019128
PURCHASE OF LARGE WATER METERS AND RELATED PARTS AND EQUIPMENT

CITY OF MESA, Arizona (“City”)

Department Name City of Mesa — Purchasing Division
Mailing Address P.O. Box 1466
Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 400
Mesa, AZ 85201
Attention Ted Stallings, CPPB
Procurement Officer
E-Mail Ted.Stallings@MesaAZ.gov
Telephone (480) 644-2815
Facsimile (480) 644-2655

With a copy to: City of Mesa — Water Resources
Attn: Name, Kelly Martin, Fiscal Analyst
P.O. Box 1466
Mesa, AZ 85211-1466

Kelly.Martin@MesaAZ.gov

AND
MOUNTAIN STATES PIPE & SUPPLY DBA MSPS (“Contractor”) _

Mailing Address 7765 Electronic Drive

Colorado Springs, CO 80922
Delivery Address 7765 Electronic Drive

Colorado Springs, CO 80922
Attention Paul Carroll
E-Mail pcarrolli@msps.com
Telephone 719-475-4020

Page 1 of 19

CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

This Agreement pursuant to solicitation (“Agreement”) is entered into this 23'4 day of September 2019, by
and between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and Mountain States
Pipe & Supply DBA MSPS, a CO company (“Contractor”). The City and Contractor are each a “Party” to
the Agreement or together are “Parties” to the Agreement.

RECITALS

The City issued solicitation number 2019128 (“Solicitation”) for PURCHASE OF LARGE WATER METERS
AND RELATED PARTS AND EQUIPMENT, to which Contractor provided a response (“Response”); and

A. The City Selected Contractor's Response as being in the best interest of the City and wishes to
engage Contractor in providing the services/materials described in the Solicitation and Response.

In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good
consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the
following Terms & Conditions.

TERMS & CONDITIONS

1, Term. This Agreement is for a term beginning on September 24, 2019 and ending on September
23, 2022. The use of the word “Term” in the Agreement includes the aforementioned period as
well as any applicable extensions or renewals in accordance with this Section 1.

1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up
to a maximum of two (2) years. Any renewal(s) will be a continuation of the same terms
and conditions as in effect immediately prior to the expiration of the then-current term.

12 Extension for Procurement Processes. Upon the expiration of the Term of this
Agreement, including any renewals permitted herein, at the City's sole discretion this
Agreement may be extended on a month-to-month basis for a maximum of six (6) months
to allow for the City's procurement processes in the selection of a vendor to provide the
services/materials provided under this Agreement. The City will notify the Contractor in
writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the
expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of
the same terms and conditions as in effect immediately prior to the expiration of the then-
current term.

1.3 Delivery. Delivery shall be made to the location(s) contained in the Scope of Work within
forty (40 to sixty (60) days after receipt of an order.

2 Scope of Work. The Contractor will provide the necessary staff, services and associated
resources to provide the City with the services, materials, and obligations attached to this
Agreement as Exhibit A (“Scope of Work”) Contractor will be responsible for all costs and expenses
incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise
stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform
the Scope of Work. If set forth in Exhibit A, the City will provide Contractor's personnel with
adequate workspace and such other related facilities as may be required by Contractor to carry out
the Scope of Work.

The Agreement is based on the Solicitation and Response which are hereby incorporated by
reference into the Agreement as if written out and included herein. In addition to the requirements
specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Contractor
shall perform in accordance with all terms, conditions, specifications and other requirements set
forth within the Solicitation and Response unless modified herein.

Page 2 of 19

Orders. Orders be placed with the Contractor by either a: (i) Purchase Order when for a one-time
purchase; (ii) Notice to Proceed, or (iii) Delivery Order off of a Master Agreement for Requirement
Contract where multiple as-needed orders will be placed with the Contractor, The City may use
the Internet to communicate with Contractor and to place orders as permitted under this Agreement

Document Order of Precedence. In the event of any inconsistency between the terms of the
body of the Agreement, the Exhibits, the Solicitation, and Response, the language of the
documents will control in the following order.

a. Agreement

b. Exhibits
1. Mesa Standard Terms & Conditions
2. Scope of Work

c. Contractor Response

Payment.

5.1 General. Subject to the provisions of the Agreement, the City will pay Contractor the
sum(s) described in Exhibit B (“Pricing”) in consideration of Contractor's performance of
the Scope of Work during the Term.

§.2 Prices. All pricing shall be firm for the Term and all extensions or renewals of the Term
except where otherwise provided in this Agreement and include all costs of the Contractor
providing the materials/service including transportation, insurance and warranty costs. No
fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be
invoiced at prices higher than those stated in the Agreement.

The Contractor further agrees that any reductions in the price of the materials or services
covered by this Agreement will apply to the undelivered balance. The Contractor shall
promptly notify the City of such price reductions.

No price modifications will be accepted without proper request by the Contractor and
response by the City’s Purchasing Division.

5.3 Price Adjustment. Any requests for reasonable price adjustments must be submitted in
accordance with this Section 5.3. Requests for adjustment in cost of labor and/or materials
must be supported by appropriate documentation. There is no guarantee the City will
accept a price adjustment therefore Contractor should be prepared for the Pricing to be
firm over the Term of the Agreement. The City is only willing to entertain price adjustments
based on an increase to Contractor's actual expenses or other reasonable adjustment in
providing the services/materials under the Agreement. If the City agrees to the adjusted
price terms, the City shall issue written approval of the change.

During the sixty (60) day period prior to Contract expiration date of the Agreement, the
Contractor may submit a written request to the City to allow an increase to the prices in an
amount not to exceed the twelve (12) month change in the Consumer Price Index for All
Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as
published by the U.S. Department of Labor, Bureau of Labor Statistics
(http:/www.bls.gov/cpi/home.htm). The City shall review the request for adjustment and
respond in writing; such response and approval shall not be unreasonably withheld.

Page 3 of 19

5.4

5.5

5.6

5.7

Renewal and Extension Pricing. Any extension of the Agreement will be at the same
pricing as the initial Term. If the Agreement is renewed in accordance with Section 1,
pricing may be adjusted for amounts other than inflation that represent actual costs to the
Contractor based on the mutual agreement of the parties. The Contractor may submit a
request for a price adjustment along with appropriate supporting documentation
demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the
renewal period and may be adjusted thereafter as outlined in the previous section. There
is no guarantee the City will accept a price adjustment.

Invoices. Payment will be made to Contractor following the City's receipt of a properly
completed invoice. No terms set forth in any invoice, purchase order or similar document
issued by Contractor will be deemed accepted by the City; the terms of the contractual
relationship between the Parties are as set forth in this Agreement. Any issues regarding
billing or invoicing must be directed to the City Department/Division requesting the service
or material from the Contractor. A properly completed invoice should contain, at a
minimum, all of the following:

Contractor name, address, and contact information;

City billing information;

City contract number as listed on the first page of the Agreement;
Invoice number and date;

Payment terms;

Date of service or delivery;

Description of materials or services provided;

If materials provided, the quantity delivered and pricing of each unit;
Applicable Taxes

Total amount due.

raze m-@eoaooD

Payment of Funds. Contractor acknowledges the City may, at its option and where
available use a Procurement Card/e-Payables to make payment for orders under the
Agreement. Otherwise; payment will be through a traditional method of a check or
Electronic Funds Transfer (EFT) as available.

Disallowed Costs, Overpayment. If at any time the City determines that a cost for which
payment was made to Contractor is a disallowed cost, such as an overpayment or a charge
for materials/service not in accordance with the Agreement, the City will notify Contractor
in writing of the disallowance; such notice will state the means of correction which may be,
but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the
amount of the disallowance, or to require repayment of the disallowed amount by
Contractor. Contractor will be provided with the opportunity to respond to the notice.

6. Insurance.

6.1

6.2

Contractor must obtain and maintain at its expense throughout the term of Contractor's
agreement, at a minimum, the types and amounts of insurance set forth in this Section 6
from insurance companies authorized to do business in the State of Arizona; the insurance
must cover the materials/service to be provided by Contractor under the Agreement. For
any insurance required under the Agreement, Contractor will name the City of Mesa, its
agents, representatives, officials, volunteers, officers, elected officials, and employees as
additional insured, as evidenced by providing either an additional insured endorsement or
proper insurance policy excerpts.

Nothing in this Section 6 limits Contractor's responsibility to the City. The insurance

requirements herein are minimum requirements for the Agreement and in no way limit any
indemnity promise(s) contained in the Agreement.

Page 4 of 19

6.3

6.4

6.5

6.6

6.7

6.8

6.9

The City does not warrant the minimum limits contained herein are sufficient to protect
Contractor and subcontractor(s) from liabilities that might arise out of performance under
the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s).
Contractor is encouraged to purchase additional insurance as Contractor determines may
be necessary.

Each insurance policy required under the Agreement must be in effect at or prior to the
execution of the Agreement and remain in effect for the term of the Agreement.

Prior to the execution of the Agreement, Contractor will provide the City with a Certificate
of Insurance (using an appropriate “ACORD” or equivalent certificate) signed by the issuer
with applicable endorsements. The City reserves the right to request additional copies of
any or all of the policies, endorsements, or notices relating thereto required under the
Agreement.

When the City requires a Certificate of Insurance to be furnished, Contractor's insurance
is primary of all other sources available. When the City is a certificate holder and/or an
additional insured, Contractor agrees no policy will expire, be canceled, or be materially
changed to affect the coverage available without advance written notice to the City.

The policies required by the Agreement must contain a waiver of transfer tights of recovery
(waiver of subrogation) against the City, its agents, representatives, officials, volunteers,
Officers, elected officials, and employees for any claims arising out of the work of
Contractor.

All insurance certificates and applicable endorsements are subject to review and approval
by the City's Risk Management Division.

Types and Amounts of Insurance. Contractor must obtain and retain throughout the

term of the Agreement, at a minimum, the following:

6.9.1 Worker's compensation insurance in accordance with the provisions of Arizona
law. If Contractor operates with no employees, Contractor must provide the City
with written proof Contractor has no employees. If employees are hired during
the course of this Agreement, Contractor must procure worker's compensations
in accordance with Arizona law.

6.9.2 The Contractor shall maintain at all times during the term of this contract, a
minimum amount of $1 million per occurrence/$2 million aggregate Commercial
General Liability insurance, including Contractual Liability. For General Liability
insurance, the City of Mesa, their agents, officials, volunteers, officers, elected
Officials or employees shall be named as additional insured, as evidenced by
providing an additional insured endorsement.

6.9.3 Automobile liability, bodily injury and property damage with a limit of $1 million
per occurrence including owned, hired and non-owned autos.

Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements
contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).
Orders will only be placed when the City identifies a need and issues a purchase order or a written
notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed
within a reasonable period of time of issuance; any such cancellation will be in writing. Should a
purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any
actual and documented costs incurred by Contractor. The City will not reimburse Contractor for
any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits,
shipment of product, or performance of services.

Page 5 of 19

10.

11.

12.

13.

14.

15.

Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor as
listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth
the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C.

Representations of Contractor. To the best of Contractor's knowledge, Contractor agrees that:

a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement
or with Contractor's undertaking of the relationship with the City;

b. Performance of the services called for by the Agreement do not and will not violate any
applicable law, rule, regulation, or any proprietary or other right of any third party;

c. Contractor will not use in the performance of Contractor's responsibilities under the Agreement
any proprietary information or trade secret of a former employer of its employees (other than
City, if applicable); and

d. Contractor has not entered into and will not enter into any agreement, whether oral or written,
in conflict with the Agreement.

Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms
and Conditions as modified by the Parties, which are incorporated by reference into the Agreement
as though fully set forth herein. In the event of any inconsistency between the terms of the
Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will
control. The Parties or a Party are referred to as a “party” or “parties” in the Mesa Standard Terms
and Conditions. The Term is referred to as the “term” in the Mesa Standard Terms and Conditions.

Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two
(2) or more counterparts, each of which will be deemed an original and all of which, taken together,
will constitute one agreement. A facsimile or other electronically delivered signature to the
Agreement will be deemed an original and binding upon the Party against whom enforcement is
sought.

Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby
incorporated by reference into the Agreement as if written out and included herein. In the event of
any inconsistency between the terms of the body of the Agreement and the Exhibits, the language
of the Agreement will control.

Exhibits to this Agreement are the following:
o (A) Scope of Work

o (B) Pricing

o (C) Mesa Standard Terms and Conditions

Attorneys’ Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled
to the recovery of its reasonable attorney's fees, court costs, and other litigation related costs and
fees from the other Party.

Additional Acts. The Parties agree to execute promptly such other documents and to perform
such other acts as may be reasonably necessary to carry out the purpose and intent of the
Agreement.

Headings. The headings of the Agreement are for reference only and will not limit or define the
meaning of any provision of the Agreement.

Page 6 of 19

By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms
of the Agreement and the attached exhibits.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MOUNTAIN STATES PIPE AND SUPPLY

CITY OF MESA, ARIZONA DBA MSP:
Digitally signed by Edward Quedens
DN: cn=Edward Quedens, o=City of
Mesa, ou=Business Services
By: Department, By: >
mm c=US

Date: 2019.09.25 08:04:48 -07'00'

prin ell p. Aue T CAdaorr
Printed Name Printed Name

CEO
Title Title
aos

Date ate
REVIEWED BY:

by: Ted Stallingy
Ted Stallings, CPPB
Procurement Officer

Page 7 of 19

EXHIBIT A
SCOPE OF WORK

SCOPE OF WORK: To furnish Fire System Non-Mechanical Cold-Water Meters (Group B), Non-
Mechanical Cold-Water Meters (Group D) for Commercial/Industrial Service and parts (Group E).

PRODUCT SUBSTITUTIONS: No substitutions of the make or model will be accepted during the
contract period unless either 1) the manufacturer discontinues a model and replaces it with a new
model that is equal to or better than the model awarded and the pricing remains the same or 2) the
manufacturer upgrades or updates a model with improved features or quality that is better than the
model awarded and the pricing remains the same. In either case prior to a substitution being made,
a request for substitution must be presented to the City in writing and a contract amendment must
be issued by the City if the substitution is approved.

DESIGN CHANGES (NON-REGULATORY): All design changes to the meter or the register must
be approved by the City of Mesa, in writing, prior to it becoming part of this contract.

REGULATORY CHANGES: Contractor shall be responsible to notify the City of any and all
regulatory changes that may affect the materials and installation associated with water metering.
Notification shall be provided with sixty (60) days advance notice for necessary coordination and
changes between the City and Respondent, and any other entity that may be impacted by the
regulatory change.

SPECIFICATIONS: Fire System Water Meter Assemblies (3” through 8") are used to accurately
measure continuous low and intermediate domestic flows and high fire flow rates as needed on
mixed use commercial water services.

TESTING: The City encourages the development and introduction of new products that are not
currently approved for the City's water system. [If a Manufacturer or authorized reseller desires
to introduce new meters and related products to the City, the Manufacture or authorized reseller
may, at its own expense, supply the City with a mutually determined number of samples to undergo
long term field testing. This request can be submitted as a no bid/offer on this Request for
Proposals due date and time.

At the end of the testing period, the City will evaluate each meter for accuracy, wear, system
compatibility, etc. If it is determined that the meter performed well and is compatible with the city
water system, it will be added to the list of acceptable products for the next solicitation.

METER AND REGISTER DELIVERY: Delivery shall be within forty (40) to sixty (60) days after
receipt of order. All items must be packaged in the minimum standard packing materials designed
to protect against damage during shipment. Note that the use of Environmentally Friendly materials
is encouraged.

All deliveries shall be FOB destination, Freight Prepaid and Allowed to the following address:

City of Mesa

Water Resources Meter Shop
640 North Mesa Drive

Mesa, Arizona 85211

Delivery days and hours: Monday through Thursday, 7:00 AM to 4:00 PM Arizona local time.

WORKMAN SHIP AND MATERIALS: Meters shall be guaranteed for a minimum of twelve (12)
months against all defects resulting from defective material or workmanship, and water intrusion.
In the event meters are to be returned to the manufacturer of warranty, the awarded contractor
shall pay all shipping charges incurred. In addition, the awarded contractor agrees to repair or
replace defective units within thirty (30) days after notification by the City.

Page 8 of 19

9.

10,

11,

17

18

19

EXHIBIT A
SCOPE OF WORK

METER AND REGISTER WARRANTY: Should carry a five (5) year non-prorated accuracy
warranty or register usage maximum, whichever occurs first. Awarded contractor shall pay all
shipping and handling charges for warranty returns to manufacturer or contractor. In addition, the
awarded contractor agrees to repair or replace defective units within 30 days after notification by
the City.

PURCHASES AND ORDER RELEASES: Order(s) for products and/or services pursuant to the
executed agreement will be made by City by issue of Delivery Order(s). Delivery Order(s) will be
furnished to the Contractor via facsimile, e-mail, mail, or telephone. If the Delivery Order is given
verbally, the Water Resources Department will issue a confirming Delivery Order document to the
Contractor within five (5) workdays of the date the verbal Delivery Order is given. Contractor is
prohibited from supplying materials or services pursuant to the resulting agreement that
are not authorized by a Delivery Order at the time of provision. Contractor agrees that the
City accepts no responsibility regarding this agreement for control or payment for materials
or services not authorized by a City Delivery Order.

INVOICE PAYMENT: Standard payment terms are net thirty (30) days from the date of an itemized
invoice and shall not commence until Contractor's Invoice is received and verified by City Financial
Operations. The Water Resources Department has an email set up for Invoice Submission.

Contractors should submit all invoices for payment to WaterAcctsPayable@MesaAZ.GOV.

TERM: This Solicitation is for awarding a firm, fixed price purchasing contract to cover a three (3)
year term.

RENEWALS: On the mutual written agreement of the Parties, the Term may be renewed up toa
maximum of two (2) years. Any renewal(s) will be a continuation of the same terms and conditions
as in effect immediately prior to the expiration of the then-current term.

EXTENSIONS: Upon the expiration of the Term of the Agreement, including any renewals
permitted herein, at the City’s sole discretion the Agreement may be extended for a maximum of
six (6) months to allow for the City’s procurement processes in the selection of a vendor to provide
the services/materials under this Agreement. The City intends to notify the Contractor in writing of
its desire to extend the Agreement at least thirty (30) calendar days prior to the expiration of the
Term. Any extension will be a continuation of the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.

Page 9 of 19

EXHIBIT B
PRICING

Fire Sysiom Non- Mechanical Cold-Water Meier

1 | with duce iron spoolspacer 8s required to meet Elster
RFP lay length sp% ns
& Fire Sysiem Non- Mechanical Cok-Water Meter
2 _| with ductile iron spool/spacer as required to moat Enter

REP tay length specifications:

‘Ewe Systom Non-Mechanical Cold. Wailer Metor
3 wilh duchie Won spool/spacer @s required lo meat Ester
RFP lay longi ations

[3° Non Mechanical Cokd-Waler Mator Wah Ductis|
1 | tron SpoovSpacer As Required To Meot RFP Lay Fistor
Longth Specifications
¥ on Machanical Col-Waler Meter With Ouciile
2 | tron Spoo¥Spacer As Requited To Meet RFP Lay Etster

Length Sp y
5 Non- Mechanical Cod-Waler Meter With Ductile
3 | tron SpoolSpacor As Raquired To Most RFP Lay Etstor
Length Specifications

Group B will be awarded by manufacturer

Parts list should be submitted with Proposal Response (including pricing).
Proposed percentage discount will remain fixed for the life of resulting contract

~ Manufacture and Meter Modet Ni

a Elster

Page 10 of 19

EXHIBIT C
MESA STANDARD TERMS AND CONDITIONS

INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
the City will be that of an independent contractor. Contractor and all persons employed by
Contractor, either directly or indirectly, are Contractor's employees, not City employees.
Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to
City employees including, but not limited to, health benefits, enrollment in a retirement system, paid
time off or other rights afforded City employees. Contractor employees will not be regarded as City
employees or agents for any purpose, including the payment of unemployment or workers’
compensation. If any Contractor employees or subcontractors assert a claim for wages or other
employment benefits against the City, Contractor will defend, indemnify and hold harmless the City
from all such claims.

SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of the City. If Contractor has received authorization to subcontract work,
it is agreed that all subcontractors performing work under the Agreement must comply with its
provisions. Further, all agreements between Contractor and its subcontractors must provide that
the terms and conditions of this Agreement be incorporated therein.

ASSIGNMENT. This Agreement may not be assigned, either in whole or in part, without first
receiving the City’s written consent. Any attempted assignment, either in whole or in part, without
such consent will be null and void and in such event the City will have the right, at its option, to
terminate the Agreement. No granting of consent to any assignment will relieve Contractor from
any of its obligations and liabilities under the Agreement.

SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns.

NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the
parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights,
or responsibilities in any third parties.

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

AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and Contractor.

TIME OF THE ESSENCE. Time is of the essence to the performance of the parties’ obligations
under this Agreement.

COMPLIANCE WITH APPLICABLE LAWS.

a, General. Contractor must procure all permits/licenses and pay all charges and fees necessary
and incidental to the lawful conduct of business. Contractor must stay fully informed of existing
and future federal, state, and local laws, ordinances, and regulations that in any manner affect
the fulfillment of this Agreement and must comply with the same at its own expense. Contractor
bears full responsibility for training, safety, and providing necessary equipment for all
Contractor personnel to achieve compliance throughout the term of the Agreement. Upon
request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and
other activities used to ensure compliance.

b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy
establishing a drug-free workplace for itself and those doing business with the City to ensure
the safety and health of all persons working on City contracts and projects. Contractor will
require a drug-free workplace for all Contractor personnel working under this Agreement.
Specifically, all Contractor personnel who are working under this Agreement must be notified
in writing by Contractor that they are prohibited from the manufacture, distribution,
dispensation, possession, or unlawful use of a controlled substance in the workplace.

Page 11 of 19

EXHIBIT C
MESA STANDARD TERMS AND CONDITIONS

Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel
and will ensure that Contractor personnel do not use or possess illegal drugs while in the course
of performing their duties.

Federal and State Immigration Laws. Contractor agrees to comply with the Immigration
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the
City and its agents to inspect applicable personnel records to verify such compliance as
permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.

i. As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby
warrants to the City that Contractor and each of its subcontractors will comply with, and
are contractually obligated to comply with, all federal immigration laws and regulations that
relate to their employees and A.R.S. § 23-214(A) (hereinafter collectively the “Contractor
Immigration Warranty”).

ii. A breach of the Contractor Immigration Warranty will constitute a material breach of this
Agreement and will subject Contractor to penalties up to and including termination of this
Agreement at the sole discretion of the City.

iii, To ensure Contractor and its subcontractors are complying with the Contractor Immigration
Warranty, the City retains the legal right to conduct random verification of the employment
records of any Contractor or subcontractor employee who works on this Agreement,
including the inspection of the papers of such employees. Contractor agrees to assist the
City in regard to any random verification performed.

iv. Neither Contractor nor any subcontractor will be deemed to have materially breached the
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274a and
274b of the Federal Immigration and Nationality Act and the E-Verify requirements
prescribed by A.R.S. § 23-214(A).

Nondiscrimination. Contractor understands and acknowledges that it is the policy of the City
of Mesa to promote non-discrimination. As such, Contractor represents and warrants that it
does not discriminate against any employee or applicant for employment or person to whom it
provides services because of race, color, national origin, age, disability, religion, sex, sexual
orientation, gender identity and expression, veterans’ status, marital status, or genetic
information, and represents and warrants that it complies with all applicable federal, state, and
local laws and executive orders regarding employment. In performance under this Agreement,
Contractor and Contractor's personnel will comply with applicable provisions of the following
laws (as amended): Title VII of the U.S. Civil Rights Act of 1964, Section 504 of the Federal
Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and any
other applicable non-discrimination laws and rules.

State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Contractor must not be in
violation of section 6(j) of the Federal Export Administration Act and subsequently prohibited
by the State of Arizona from selling goods or services to the City.

Israel Boycott Divestments. In accordance with the requirements of A.R.S. § 35-393.01, if
the Agreement requires Contractor to acquire or dispose of services, supplies, information
technology or construction with a value of $100,000 or more, then, by entering into this
Agreement, Contractor certifies that it is not currently engaged in, and agrees for the duration
of the Agreement to not engage in, a boycott of goods and services from Israel.

Page 12 of 19

10.

11.

12.

13.

14.

15.

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SALES/USE TAX, OTHER TAXES.

a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes
related to or arising out of Contractor's services under this Agreement including, by way of
illustration but not limitation, federal and state income tax, Social Security tax, unemployment
insurance taxes, and any other taxes or business license fees, as required. If any taxing
authority should deem Contractor or Contractor employees an employee of the City, or should
otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility
under this Agreement, then Contractor will indemnify the City for any tax liability, interest, and
penalties imposed upon the City.

b. The City is exempt from paying certain federal excise taxes and will furnish an exemption
certificate upon request. The City is not exempt from state and local sales/use taxes.

AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations,
whether or not related to the Agreement, due to the City during the performance of services under
the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or
fees and charges owed to the City.

PUBLIC RECORDS. Contractor acknowledges that the City is a public body, subject to Arizona's
public records laws (A.R.S. § 39-121 et seg.) and any documents related to this Agreement may
be subject to disclosure pursuant to state law in response to a public records request or to
subpoena or other judicial process.

a. If Contractor believes documents related to the Agreement contain trade secrets or other
proprietary data, Contractor must have notified the City pursuant to Mesa Procurement Rules
Section 2.1 or notified the City with a notification statement specifically identifying the trade
secrets or other proprietary data that Contractor believes should remain confidential.

b. In the event the City determines it is legally required to disclose pursuant to law any documents
or information Contractor deems confidential trade secrets or proprietary data, the City, to the
extent possible, will provide Contractor with prompt written notice by certified mail, fax, email
or other method that tracks delivery status of the requirement to disclose the information so
Contractor may seek a protective order from a court having jurisdiction over the matter or obtain
other appropriate remedies. The notice will include a time period for Contractor to seek court
ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor
does not obtain such court ordered protection by the expiration of said time period, the City
may release the information without further notice to Contractor.

AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six
(6) years after completion of the Agreement. The City or its authorized agent reserves the tight to
inspect any records related to the performance of work specified herein. In addition, the City may
inspect all payroll, billing or other relevant records kept by Contractor in relation to the Agreement.
Contractor will permit such inspections and audits during normal business hours and upon
reasonable notice by the City. The audit of records may occur at Contractor's place of business or
at City offices, as determined by the City.

BACKGROUND CHECK. In accordance with the City’s current background check policies, the
City may conduct criminal, driver history, and all other requested background checks of Contractor
personnel who would perform services under the Agreement who will have access to the City’s
information, data, or facilities. Any officer, employee, or agent that fails the background check must
be replaced immediately for any reasonable cause not prohibited by law.

SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. ‘The City will
have final authority, based on security reasons: (i) to determine when security clearance of
Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and
including fingerprinting Contractor personnel; and (iii) to determine whether any individual or entity
may provide services under this Agreement. If the City objects to any Contractor personnel for any

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reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove
any such individual from performance of services under this Agreement.

16. DEFAULT.
a. A party will be in default of the Agreement if that party:

i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership
proceeding, makes an assignment for a creditor, or there is any similar action that affects
Contractor's capability to perform under the Agreement;

ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar
days;

iii. Conducts business in an unethical manner as set forth in the City Procurement Rules
Article 7 or in an illegal manner; or

iv. Fails to carry out any term, promise, or condition of the Agreement.

Contractor will be in default of this Agreement if Contractor is debarred from participating in
City procurements and solicitations in accordance with Article 6 of the City’s Procurement
Rules.

Notice and Opportunity to Cure. In the event a party is in default then the other party will
provide written notice to the defaulting party of the default. The defaulting party will have thirty
(30) days from receipt of the notice to cure the default, unless the default is of a nature that it
is reasonably anticipated to affect the health, safety or welfare of the public and, in such an
event, the non-defaulting party may require a minimum seven (7) days to cure the default from
the date of receipt of the notice; the cure period may be extended by mutual agreement of the
parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be
sufficient if it is reasonably calculated to provide notice of the nature and extent of such default.
Failure of the non-defaulting party to provide notice of the default does not waive any rights
under the Agreement. Failure of the defaulting party to cure the default will entitle the non-
defaulting party to the election of remedies specific to the party as set forth in section 17 below.

Anticipatory Repudiation. Whenever the City in good faith has reason to question
Contractor's intent or ability to perform, the City may demand that Contractor give a written
assurance of its intent and ability to perform. In the event demand is made and no written
assurance is given within ten (10) calendar days, the City may treat this failure as an
anticipatory repudiation of the Agreement entitling the City to terminate the Agreement in
accordance with section 17(a) below.

17. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy
will not preclude the use of other remedies. In the event of default:

a.

The non-defaulting party may terminate the Agreement, and the termination will be effective
immediately or at such other date as specified by the terminating party.

The City may purchase the services or materials required under the Agreement from the open
market, complete required work itself, or have it completed at the expense of Contractor. If the
cost of obtaining substitute services exceeds the contract price in the Agreement, the City may
recover the excess cost by: (i) requiring immediate reimbursement by the Contractor to the
City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal
and performance security, if any; (iv) collection against liquidated damages (if applicable); or
(v) a combination of the aforementioned remedies or other remedies as permitted by law.
Costs in this Subsection (b) include any and all, fees, and expenses incurred in obtaining
substitute services and expended in obtaining reimbursement including, but not limited to,
administrative expenses, attorneys’ fees, and costs.

The non-defaulting party will have all other rights granted under this Agreement and all rights
at law or in equity that may be available to it.

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18.

19,

20.

21.

22,

23.

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MESA STANDARD TERMS AND CONDITIONS

d. Neither party will be liable for incidental, special, or consequential damages.

CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to
cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.

TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement, in
part or in whole, for its sole convenience upon thirty (30) calendar days’ written notice. Contractor
acknowledges that, as with any termination permitted under this Agreement, in the event of a
termination for convenience, Contractor is only entitled to payment in accordance with section 22
(Payment to Contractor Upon Termination); Contractor will not be entitled to any anticipated lost
profits had the Agreement been performed to completion.

TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511). Pursuant to A.R.S. § 38-511,
the City may cancel this Agreement within three (3) years after its execution, without penalty or
further obligation, if any person significantly involved in initiating, securing, drafting, or creating the
Agreement for the City becomes an employee or agent of Contractor.

TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds
by its governing body to satisfy its obligations. If the City reasonably determines it does not have
funds to meet its obligations under this Agreement, the City will have the right to terminate the
Agreement without penalty on the last day of the fiscal period for which funds were legally available.
In the event of such termination, the City agrees to provide written notice of its intent to terminate
thirty (30) calendar days prior to the stated termination date.

PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement for
any reason, Contractor will be entitled only to payments authorized under the Agreement for those
services performed or materials provided in accordance with the Agreement up to the date of
termination, and any authorized expenses already incurred up to such date of termination. The
City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor's properly prepared final
invoice.

NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this Agreement unless
approved in writing and signed by the waiving party. Failure or delay to exercise any rights or
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services
hereunder, will not release the other party of any of the warranties or other obligations of the
Agreement and will not be deemed a waiver of any such rights or remedies.

INDEMNIFICATION; LIABILITY.

a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify and hold
harmless the City, its elected officials, agents, representatives and employees (collectively,
including the City, “City Personnel’) from and against any and all liabilities, demands, claims,
suits, penalties, obligations, losses, damages, causes of action, fines or judgments of any kind,
including costs, attorneys’, witnesses’ and expert witnesses’ fees, and expenses incident
thereto (all of the foregoing, collectively “Claims”) imposed upon or asserted against City
Personnel by a third party relating to, arising out of or resulting from, in whole or in part: (i)
services or materials provided under this Agreement by Contractor or its officers’, agents’, or
employees’ (collectively, including Contractor, “Contractor Personnel’): (ii) negligent acts,
errors, mistakes or omissions of Contractor Personnel; or (iii) failure of Contractor Personnel
to comply with or fulfill the obligations established by this Agreement. Contractor's
indemnification, duty to defend and hold harmless City Personnel in this Subsection (a) will
apply to all Claims against City Personnel except Claims arising solely from the negligence or
intentional acts of City Personnel.

b. The City assumes no liability for the actions of Contractor Personnel and will not indemnify or
hold Contractor Personnel or any third party harmless for Claims relating to, arising out of or

Page 15 of 19

25.

26,

21;

28.

29.

30.

31.

32.

33.

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MESA STANDARD TERMS AND CONDITIONS

resulting from, in whole or in part, this Agreement or use of Contractor Personnel-provided
services or materials.

WARRANTY. Contractor warrants that the services and materials will conform to the requirements
of the Agreement. Additionally, Contractor warrants that all services will be performed in a good,
workman-like and professional manner. The City’s acceptance of services or materials provided
by Contractor will not relieve Contractor from its obligations under this warranty. If the City
reasonably determines any materials or services are of a substandard or unsatisfactory manner,
Contractor, at no additional charge to the City, will provide materials or redo such services until in
accordance with this Agreement and to the City’s reasonable satisfaction.

Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current
manufacture and not discontinued, will be free of defects in materials and workmanship, will be
provided in accordance with manufacturer's standard warranty for at least one (1) year unless
otherwise specified, and will perform in accordance with manufacturer's published specifications.

THE CITY’S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to
prejudice the City’s right to recover against third parties for any loss, destruction, or damage to City
property and will, at the City's request and expense, furnish to the City reasonable assistance and
cooperation in obtaining recovery, including assistance in the prosecution or defense of suit and
the execution of instruments of assignment in favor of the City.

NO GUARANTEE OF WORK. Contractor acknowledges and agrees: (i) it is not entitled to deliver
any specific amount of materials or services, or any materials or services at all, under this
Agreement; and (ii) the materials or services will be requested by the City on an as needed basis,
at the sole discretion of the City. Any document referencing quantities or performance frequencies
represent the City's best estimate of current requirements, but will not bind the City to purchase,
accept, or pay for materials or services which exceed its actual needs.

OWNERSHIP. All deliverables, services, and information provided by Contractor or the City
pursuant to this Agreement (whether electronically or manually generated) including without
limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared
in the performance of this Agreement, are the property of the City and will not be used or released
by Contractor or any other person except with prior written permission by the City.

USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity
without obtaining the prior written consent of the City.

PROHIBITED ACTS. Contractor acknowledges the applicability of A.R.S. § 38-504 which prohibits
a person who, within the preceding twelve (12) months, is or was a public officer or employee of
the City from representing another person (including Contractor) before the City on any matter for
which the officer or employee was directly concerned and personally participated in during their
service or employment by a substantial and material exercise of administrative discretion. Further,
while employed by the City and for two (2) years thereafter, public officers or employees are
prohibited from disclosing or using, without appropriate authorization, any confidential information
acquired by such person in the course of his or her official duties at the City.

FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination
freight prepaid and allowed unless otherwise agreed.

RISK OF LOSS. Contractor agrees to bear all risk of loss, injury, or destruction of Contractor's
goods or equipment incidental to Contractor providing the services and materials under this
Agreement and such loss, injury, or destruction will not release Contractor from any obligation
hereunder.

SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage or loss to
City real or personal property when such property is the responsibility of or in the custody of
Contractor or its personnel.

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34.

35.

36.

37.

38.

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WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use,
the materials and services being provided and that the City may use same without suit, trouble or
hindrance from Contractor or third parties.

PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the warranty in section 34,
Contractor will without limitation and at its expense defend the City against all claims asserted by
any person that anything provided by Contractor infringes a patent, copyright, trade secret or other
intellectual property right and must, without limitation, Pay the costs, damages and attorneys’ fees
awarded against the City in any such action, or Pay any settlement of such action or claim. Each
party agrees to notify the other promptly of any matters to which this provision may apply and to
cooperate with each other in connection with such defense or settlement. If a preliminary or final
judgment is obtained against the City’s use or operation of the items provided by Contractor
hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense
and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for
the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having
at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less
reasonable usage, from the time of installation acceptance through cessation of use, which amount
will be calculated on a useful life not less than five (5) years, plus any additional costs the City may
incur to acquire substitute supplies or services.

CONTRACT ADMINISTRATION. The contract will be administered by the applicable Purchasing
Officer and/or an authorized representative from the using department (collectively “Contractor
Administrators”); all questions regarding the Agreement will be referred to the Contract
Administrators. If authorized by the Contract Administrators, supplements or amendments may be
written to the Agreement for the addition or deletion of services. Payment will be negotiated and
determined by the Contract Administrators.

FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by
unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the
public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose
performance is so affected will, within five (5) calendar days of the unforeseeable circumstance,
Notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable Steps, promptly and diligently, to prevent
such causes if it is feasible to do so or to minimize or eliminate the effect thereof. The delivery or
performance date will be extended for a period equal to the time lost by reason of delay, plus such
additional time as may be reasonably necessary to overcome the effect of the delay, provided
however, under no circumstances will delays caused by a force majeure extend beyond one
hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task
unless agreed upon by the parties.

COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing
agreements with other Arizona government agencies, including the Strategic Alliance for Volume
Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any
contract may be extended for use by other municipalities, school districts and government agencies
in the State of Arizona with the approval of Contractor. Any such usage by other entities must be
in accordance with the statutes, codes, ordinances, charter and/or procurement rules and
regulations of the respective government agency.

The City currently holds or may enter into Intergovernmental Governmental Agreements (IGA) with
numerous governmental entities. These agreements allow the entities, with the approval of
Contractor, to purchase their requirements under the terms and conditions of this Agreement.

A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor
who is contracted to provide services on a regular basis at an individual schoo! shall obtain a valid
fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing
board shall adopt policies to exempt a person from the requirements of this subsection if the
person's normal job duties are not likely to result in independent access to or unsupervised contact

Page 17 of 19

39.

40.

41.

42.

43.

44,

45.

46.

47.

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with pupils. A school district, its governing board members, its school council members and its
employees are exempt from civil liability for the consequences of adoption and implementation of
policies and procedures pursuant to this subsection unless the school district, its governing board
members, its school council members or its employees are guilty of gross negligence or intentional
misconduct.

Additionally, Contractor will comply with the governing body's fingerprinting policy of each individual
school district and public entity. Contractor, subcontractors, vendors and their employees will not
provide services on school district properties until authorized by the school district.

Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.
The City is not responsible for any disputes arising out of transactions made by others.

FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price
increases will be accepted without proper request by Contractor and response by the City's
Purchasing Division.

NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at
their respective addresses. Notices may be sent via personally delivery, certified or registered mail
with postage prepaid, overnight courier, or facsimile. If provided by personal delivery, receipt will
be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed
effective three (3) calendar days after being deposited in the United States mail. If sent via
overnight courier, or facsimile, receipt will be deemed effective two (2) calendar days after the
sending thereof.

GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona.
The exclusive forum selected for any proceeding or suit, in law or equity, arising from or incident to
this Agreement will be Maricopa County, Arizona.

INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto,
supersede all prior oral or written agreements, if any, between the parties and constitutes the entire
agreement between the parties with respect to the work to be performed.

PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a
part of this Agreement as if fully stated herein.

SEVERABILITY. {f any provision of this Agreement is declared void or unenforceable, such
provision will be severed from this Agreement, which will otherwise remain in full force and effect.
The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or
unenforceability.

SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth
rights and obligations that extend beyond completion, termination, or other expiration of this
Agreement, will survive and remain in full force and effect. Except as specifically provided in this
Agreement, completion, termination, or other expiration of this Agreement will not release any party
from any liability or obligation arising prior to the date of termination.

A.R.S. SECTIONS 1-501 and 1-502. Pursuant to A.R.S §§ 1-501 and 1-502, any person who
applies to the City for a local public benefit (the definition of which includes a grant, contract or
loan) must demonstrate his or her lawful presence in the United States. As this Agreement is
deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship,
Contractor agrees to sign and submit the necessary documentation to prove compliance with the
statutes if applicable.

AUTHORITY. Each party hereby warrants and represents that it has full power and authority to
enter into and perform this Agreement, and that the person signing on behalf of each is properly
authorized and empowered to enter into the Agreement. Each party further acknowledges that it
has read this Agreement, understands it, and agrees to be bound by it.

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UNIFORM ADMINISTRATIVE REQUIREMENTS. By entering into this Agreement, the Contractor
agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter Il, PART 200—
UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT
REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.

PCI DSS Compliance. In the event any Contractor engages in payment card transactions as a
part of the services provided to the City, Contractor shall comply with the Payment Card Industry
Data Security Standards ("PC! DSS") and any amendments or restatements of the PC] DSS during
the Term of this Agreement. Contractor accepts responsibility for the security of the City’s and/or
any customer's credit card data in its possession, even if all or a portion of the services to City are
subcontracted

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