Fire Apparatus Maintenance Agreement and Scope of Work

PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL MIRAGE
AND
W.W. WILLIAMS COMPANY, LLC
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as of
October 1, 2024, between the City of El Mirage, an Arizona municipal corporation (the “City”)
and W.W. Williams Company, LLC (the “Consultant”).
RECITALS
A.
The 
City 
issued 
a 
Request 
for 
Proposals, 
“FIRE 
APPARATUS
MAINTENANCE & REPAIR SERVICES” (the “RFP”), a copy of which is on file in the City’s
Finance Office and incorporated herein by reference, seeking proposals from vendors for Fire
Apparatus Maintenance & Repair Services (the “Services”).
B.
The Consultant responded to the RFP by submitting a proposal (the “Proposal”),
attached hereto as Exhibit A and incorporated herein by reference, and the City desires to enter into
an Agreement with the Consultant for the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City and the Consultant hereby agree as follows:
1.
Term of Agreement.
1.1 Initial Term. This Agreement shall be effective as of the date first set forth above and
shall remain in full force and effect until September 30, 2025 (the “Initial Term”), unless
terminated as otherwise provided in this Agreement.
1.2 Renewal Terms. After the expiration of the Initial Term, this Agreement may be renewed for
up to two successive one-year terms (each, a “Renewal Term”) if (i) it is deemed in the best
interests of the City, subject to availability and appropriation of funds for renewal in each
subsequent year, (ii) at least 30 days prior to the end of the then-current term of this Agreement,
the Consultant requests, in writing, to extend this Agreement for an additional one-year term and
(iii) the City approves the additional one-year term in writing (including any price adjustments
approved as part of this Agreement), as evidenced by the City Manager’s signature thereon,
which approval may be withheld by the City for any reason. The Consultant’s failure to seek a
renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current
term of this Agreement; provided, however, that the City may, at its discretion and with the
agreement of the Consultant, elect to waive this requirement and renew this Agreement. The
Initial Term and any Renewal Term(s) are collectively referred to herein as the “Term.” Upon
renewal, the terms and conditions of this Agreement shall remain in full force and effect.
1.3 Non-Default. By requesting extension for a Renewal Term as set forth above, or by
consenting to a Renewal Term in any manner, Consultant shall be deemed to affirmatively
assert that (i) the City is not currently in default, nor has been in default at any time prior
to the Renewal Term, under any of the terms or conditions of the Agreement and (ii) any

and all Consultant claims, known and unknown, relating to the Agreement and existing on
or before the commencement date of the Renewal Term are forever waived.
2.
Scope of Work. Consultant shall provide the Services as set forth in the Scope of Work
attached hereto as Exhibit B and incorporated herein by reference.
3.
Compensation. The City shall pay Contractor an amount not to exceed the value of the
Purchase Orders issued under this contract, in accordance with the budget adopted by the
City Council, for each fiscal year of this contract at the unit rates set forth in the in the Fee
Proposal attached hereto as Exhibit C and incorporated herein by reference.
4.
Payments. The City shall pay the Consultant monthly, based upon work performed and
completed to date, and upon submission and approval of invoices. All invoices shall
document and itemize all work completed to date. Each invoice statement shall include a
record of time expended and work performed in sufficient detail to justify payment.
5.
Safety Plan. Consultant shall provide the Services in accordance with a safety plan that is
compliant with Occupational Safety and Health Administration (“OSHA”), American
National Standards Institute and National Institute for Occupational Safety and Health
standards. If, in the Consultant’s sole determination, the Services to be provided do not
require a safety plan, Consultant shall notify the City, in writing, describing the reasons a
safety plan is unnecessary. The City reserves the right to request a safety plan following
such notification.
6.
Documents. All documents, including any intellectual property rights thereto, prepared and
submitted to the City pursuant to this Agreement shall be the property of the City.
7.
Consultant Personnel. Consultant shall provide adequate, experienced personnel, capable
of and devoted to the successful performance of the Services under this Agreement.
Consultant agrees to assign specific individuals to key positions. If deemed qualified, the
Consultant is encouraged to hire City residents to fill vacant positions at all levels.
Consultant agrees that, upon commencement of the Services to be performed under this
Agreement, key personnel shall not be removed or replaced without prior written notice to
the City. If key personnel are not available to perform the Services for a continuous period
exceeding 30 calendar days or are expected to devote substantially less effort to the Services
than initially anticipated, Consultant shall immediately notify the City of same and shall,
subject to the concurrence of the City, replace such personnel with personnel possessing
substantially equal ability and qualifications.
8.
Inspection; Acceptance. All work shall be subject to inspection and acceptance by the City
at reasonable times during Consultant’s performance. The Consultant shall provide and
maintain a self-inspection system that is acceptable to the City.
9.
Licenses; Materials. Consultant shall maintain in current status all federal, state and local
licenses and permits required for the operation of the business conducted by the Consultant.
The City has no obligation to provide Consultant, its employees or subcontractors any
business registrations or licenses required to perform the specific services set forth in this
Agreement. The City has no obligation to provide tools, equipment or material to
Consultant.
10.
Performance Warranty. Consultant warrants that the Services rendered will conform to the
requirements of this Agreement and with the care and skill ordinarily used by members of the

same profession practicing under similar circumstances at the same time and in the same
locality.
11.
Indemnification. To the fullest extent permitted by law, the Consultant shall indemnify,
defend and hold harmless the City and each council member, officer, employee or agent
thereof (the City and any such person being herein called an “Indemnified Party”), for, from
and against any and all losses, claims, damages, liabilities, costs and expenses (including, but
not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings)
to which any such Indemnified Party may become subject, under any theory of liability
whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise
out of, or are caused by or based upon the negligent acts, intentional misconduct, errors,
mistakes or omissions, in connection with the work or services of the Consultant, its officers,
employees, agents, or any tier of subcontractor in the performance of this Agreement. The
amount and type of insurance coverage requirements set forth below will in no way be
construed as limiting the scope of the indemnity in this Section.
12.
Insurance.
12.1
General.
A.
Insurer Qualifications. Without limiting any obligations or liabilities of Consultant,
Consultant shall purchase and maintain, at its own expense, hereinafter stipulated
minimum insurance with insurance companies authorized to do business in the State
of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc.
rating of A- or above with policies and forms satisfactory to the City. Failure to
maintain insurance as specified herein may result in termination of this Agreement at
the City’s option.
B.
No Representation of Coverage Adequacy. By requiring insurance herein, the City
does not represent that coverage and limits will be adequate to protect Consultant. The
City reserves the right to review any and all of the insurance policies and/or
endorsements cited in this Agreement but has no obligation to do so. Failure to demand
such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Consultant
from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance
at all times during the performance of this Agreement.
C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance
and Professional Liability insurance, if applicable, shall name, to the fullest extent
permitted by law for claims arising out of the performance of this Agreement, the City,
its agents, representatives, officers, directors, officials and employees as Additional
Named Insured as specified under the respective coverage sections of this Agreement.
D. Coverage Term. All insurance required herein shall be maintained in full force and
effect until all work or services required to be performed under the terms of this
Agreement are satisfactorily performed, completed and formally accepted by the City,
unless specified otherwise in this Agreement.
E. Primary Insurance. Consultant’s insurance shall be primary insurance with respect to
performance of this Agreement and in the protection of the City as an Additional
Insured.

F. Claims Made. In the event any insurance policies required by this Agreement are
written on a “claims made” basis, coverage shall extend, either by keeping coverage in
force or purchasing an extended reporting option, for three years past completion and
acceptance of the services. Such continuing coverage shall be evidenced by submission
of annual Certificates of Insurance and necessary endorsements citing applicable
coverage is in force and contains the provisions as required herein for the three- year
period.
G. Waiver. All policies, except for Professional Liability, including Workers’
Compensation insurance, shall contain a waiver of rights of recovery (subrogation)
against the City, its agents, representatives, officials, officers and employees for any
claims arising out of the work or services of Consultant. Consultant shall arrange to
have such subrogation waivers incorporated into each policy via formal written
endorsement thereto.
H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these
requirements may provide coverage that contains deductibles or self-insured retention
amounts. Such deductibles or self-insured retention shall not be applicable with respect
to the policy limits provided to the City. Consultant shall be solely responsible for any
such deductible or self-insured retention amount.
I.
Use of Subcontractors. If any work under this Agreement is subcontracted in any way,
Consultant shall execute written agreements with its subcontractors containing the
indemnification provisions set forth above and insurance requirements set forth herein
protecting the City and Consultant. Consultant shall be responsible for executing any
agreements with its subcontractors and obtaining certificates of insurance verifying the
insurance requirements.
J.
Evidence of Insurance. Prior to commencing any work or services under this
Agreement, Consultant will provide the City with suitable evidence of insurance in the
form of certificates of insurance and a copy of the declaration page(s) of the insurance
policies as required by this Agreement, issued by Consultant’s insurance insurer(s) as
evidence that policies are placed with acceptable insurers as specified herein and
provide the required coverages, conditions and limits of coverage specified in this
Agreement and that such coverage and provisions are in full force and effect.
Confidential information such as the policy premium may be redacted from the
declaration page(s) of each insurance policy, provided that such redactions do not alter
any of the information required by this Agreement. The City shall reasonably rely upon
the certificates of insurance and declaration page(s) of the insurance policies as
evidence of coverage but such acceptance and reliance shall not waive or alter in any
way the insurance requirements or obligations of this Agreement. If any of the policies
required by this Agreement expire during the life of this Agreement, it shall be
Consultant’s responsibility to forward renewal certificates and declaration page(s) to
the City 30 days prior to the expiration date. All certificates of insurance and
declarations required by this Agreement shall be identified by referencing the RFP
number and title or this Agreement. Certificates of insurance and declaration page(s) of
the insurance policies submitted without referencing the appropriate RFP number and
title or a reference to this Agreement, as applicable, will be subject to rejection and may
be returned or discarded. Certificates of insurance and declaration page(s) shall
specifically include the following provisions:

(1)
The City, its agents, representatives, officers, directors, officials and
employees are Additional Insureds as follows:
(a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”)
Form CG 20 10 03 97 or equivalent.
(b) Auto Liability – Under ISO Form CA 20 48 or equivalent.
(c) Excess Liability – Follow Form to underlying insurance.
(2)
Consultant’s insurance shall be primary insurance with respect to performance
of this Agreement.
(3)
All policies, except for Professional Liability, including Workers’
Compensation, waive rights of recovery (subrogation) against City, its agents,
representatives, officers, officials and employees for any claims arising out of
work or services performed by Consultant under this Agreement.
(4)
ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD
certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation
provision “endeavor to” and “but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representatives” shall
be deleted. Certificate forms other than ACORD form shall have similar restrictive
language deleted.
K. Endorsements. Consultant shall provide the City with the necessary endorsements to
ensure City is provided the insurance coverage set forth in this Section.
12.2
Required Insurance Coverage.
A. Commercial General Liability. 
Consultant shall maintain “occurrence” form
Commercial General Liability insurance with an unimpaired limit of not less than
$1,000,000 for each occurrence, $2,000,000 Products and Completed Operations
Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover
liability arising from premises, operations, independent contractors, products-
completed operations, personal injury and advertising injury. Coverage under the policy
will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof,
including but not limited to, separation of insured’s clause. To the fullest extent allowed
by law, for claims arising out of the performance of this Agreement, the City, its agents,
representatives, officers, officials and employees shall be cited as an Additional Insured
under ISO, Commercial General Liability Additional Insured Endorsement form CG 20
10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to
include as an insured the person or organization shown in the Schedule, but only with
respect to liability arising out of “your work” for that insured by or for you.” If any
Excess insurance is utilized to fulfill the requirements of this subsection, such Excess
insurance shall be “follow form” equal or broader in coverage scope than underlying
insurance.
B. Vehicle Liability. Consultant shall maintain Business Automobile Liability insurance
with a limit of $1,000,000 each occurrence on Consultant’s owned, hired and non-owned
vehicles assigned to or used in the performance of the Consultant’s work or services
under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any

auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by
law, for claims arising out of the performance of this Agreement, the City, its agents,
representatives, officers, directors, officials and employees shall be cited as an
Additional Insured under ISO Business Auto policy Designated Insured Endorsement
form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the
requirements of this subsection, such Excess insurance shall be “follow form” equal or
broader in coverage scope than underlying insurance.
C. Professional Liability. If this Agreement is the subject of any professional services or
work, or if the Consultant engages in any professional services or work in any way
related to performing the work under this Agreement, the Consultant shall maintain
Professional Liability insurance covering negligent errors and omissions arising out of
the Services performed by the Consultant, or anyone employed by the Consultant, or
anyone for whose negligent acts, mistakes, errors and omissions the Consultant is legally
liable, with an unimpaired liability insurance limit of $2,000,000 each claim and
$2,000,000 annual aggregate.
D. Workers’ Compensation Insurance. If Consultant employs anyone who is required by
law to be covered by workers’ compensation insurance, Consultant shall maintain
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Consultant’s employees engaged in the performance of
work or services under this Agreement and shall also maintain Employers Liability
Insurance of not less than $500,000 for each accident, $500,000 disease for each
employee and $1,000,000 disease policy limit.
12.3
Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled,
or be materially changed without 30 days’ prior written notice to the City.
13.
Termination; Cancellation.
13.1 For City’s Convenience. This Agreement is for the convenience of the City and, as such,
may be terminated without cause after receipt by Consultant of written notice by the City.
Upon termination for convenience, Consultant shall be paid for all undisputed services
performed to the termination date.
13.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and
such party fails to cure its nonperformance within 30 days after notice of nonperformance
is given by the non-defaulting party, such party will be in default. In the event of such
default, the non-defaulting party may terminate this Agreement immediately for cause
and will have all remedies that are available to it at law or in equity including, without
limitation, the remedy of specific performance. If the nature of the defaulting party’s
nonperformance is such that it cannot reasonably be cured within 30 days, then the
defaulting party will have such additional periods of time as may be reasonably necessary
under the circumstances, provided the defaulting party immediately (A) provides written
notice to the non-defaulting party and (B) commences to cure its nonperformance and
thereafter diligently continues to completion the cure of its nonperformance. In no event
shall any such cure period exceed 90 days. In the event of such termination for cause,
payment shall be made by the City to the Consultant for the undisputed portion of its fee
due as of the termination date.

13.3
Due to Work Stoppage. This Agreement may be terminated by the City upon 30 days’
written notice to Consultant in the event that the Services are permanently abandoned. In
the event of such termination due to work stoppage, payment shall be made by the City
to the Consultant for the undisputed portion of its fee due as of the termination date.
13.4
Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-
511. The City may cancel this Agreement without penalty or further obligations by the
City or any of its departments or agencies if any person significantly involved in
initiating, negotiating, securing, drafting or creating this Agreement on behalf of the City
or any of its departments or agencies is, at any time while this Agreement or any extension
of this Agreement is in effect, an employee of any other party to this Agreement in any
capacity or a consultant to any other party of this Agreement with respect to the subject
matter of this Agreement.
13.5
Gratuities. The City may, by written notice to the Consultant, cancel this Agreement if it
is found by the City that gratuities, in the form of economic opportunity, future
employment, entertainment, gifts or otherwise, were offered or given by the Consultant or any
agent or representative of the Consultant to any officer, agent or employee of the City for the
purpose of securing this Agreement. In the event this Agreement is canceled by the City pursuant
to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover
and withhold from the Consultant an amount equal to 150% of the gratuity.
13.6
Agreement Subject to Appropriation. The City is obligated only to pay its obligations set
forth in this Agreement as may lawfully be made from funds appropriated and budgeted
for that purpose during the City’s then current fiscal year. The City’s obligations under
this Agreement are current expenses subject to the “budget law” and the unfettered
legislative discretion of the City concerning budgeted purposes and appropriation of
funds. Should the City elect not to appropriate and budget funds to pay its Agreement
obligations, this Agreement shall be deemed terminated at the end of the then-current
fiscal year term for which such funds were appropriated and budgeted for such purpose
and the City shall be relieved of any subsequent obligation under this Agreement. The
parties agree that the City has no obligation or duty of good faith to budget or appropriate
the payment of the City’s obligations set forth in this Agreement in any budget in any
fiscal year other than the fiscal year in which this Agreement is executed and delivered.
The City shall be the sole judge and authority in determining the availability of funds for
its obligations under this Agreement. The City shall keep Consultant informed as to the
availability of funds for this Agreement. The obligation of the City to make any payment
pursuant to this Agreement is not a general obligation or indebtedness of the City.
Consultant hereby waives any and all rights to bring any claim against the City from or
relating in any way to the City’s termination of this Agreement pursuant to this section.
14.
Miscellaneous.
14.1 Independent Contractor. It is clearly understood that each party will act in its individual
capacity and not as an agent, employee, partner, joint venturer, or associate of the other.
An employee or agent of one party shall not be deemed or construed to be the employee
or agent of the other for any purpose whatsoever. The Consultant acknowledges and
agrees that the Services provided under this Agreement are being provided as an
independent contractor, not as an employee or agent of the City. Consultant, its
employees and subcontractors are not entitled to workers’ compensation benefits from
the City. The City does not have the authority to supervise or control the actual work of

Consultant, its employees or subcontractors. The Consultant, and not the City, shall
determine the time of its performance of the services provided under this Agreement so
long as Consultant meets the requirements of its agreed Scope of Work as set forth in
Section 2 above and Exhibit B. Consultant is neither prohibited from entering into other
contracts nor prohibited from practicing its profession elsewhere. City and Consultant do
not intend to nor will they combine business operations under this Agreement.
14.2
Applicable Law; Venue. This Agreement shall be governed by the laws of the State of
Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa
County, Arizona.
14.3
Laws and Regulations. Consultant shall keep fully informed and shall at all times during
the performance of its duties under this Agreement ensure that it and any person for
whom the Consultant is responsible abides by, and remains in compliance with, all rules,
regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the
following: (A) existing and future City and County ordinances and regulations; (B) existing and
future State and Federal laws; and (C) existing and future Occupational Safety and Health
Administration standards.
14.4 Amendments. This Agreement may be modified only by a written amendment signed by
persons duly authorized to enter into contracts on behalf of the City and the Consultant.
14.5 Provisions Required by Law. Each and every provision of law and any clause required
by law to be in this Agreement will be read and enforced as though it were included
herein and, if through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon the application of either party, this Agreement will
promptly be physically amended to make such insertion or correction.
14.6 Severability. The provisions of this Agreement are severable to the extent that any
provision or application held to be invalid by a Court of competent jurisdiction shall not
affect any other provision or application of this Agreement which may remain in effect
without the invalid provision or application.
14.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire
agreement of the parties with respect to its subject matter, and all previous agreements,
whether oral or written, entered into prior to this Agreement are hereby revoked and
superseded by this Agreement. No representations, warranties, inducements or oral
agreements have been made by any of the parties except as expressly set forth herein, or
in any other contemporaneous written agreement executed for the purposes of carrying
out the provisions of this Agreement. This Agreement shall be construed and interpreted
according to its plain meaning, and no presumption shall be deemed to apply in favor of,
or against the party drafting this Agreement. The parties acknowledge and agree that
each has had the opportunity to seek and utilize legal counsel in the drafting of, review
of, and entry into this Agreement.
14.8
Assignment; Delegation. No right or interest in this Agreement shall be assigned or
delegated by Consultant without prior, written permission of the City, signed by the City
Manager. Any attempted assignment or delegation by Consultant in violation of this
provision shall be a breach of this Agreement by Consultant.
14.9
Subcontracts. No subcontract shall be entered into by the Consultant with any other party
to furnish any of the material or services specified herein without the prior, written

approval of the City. The Consultant is responsible for performance under this
Agreement whether or not subcontractors are used. Failure to pay subcontractors in a
timely manner pursuant to any subcontract shall be a material breach of this Agreement
by Consultant.
14.10
Rights and Remedies. No provision in this Agreement shall be construed, expressly or
by implication, as waiver by the City of any existing or future right and/or remedy
available by law in the event of any claim of default or breach of this Agreement. The
failure of the City to insist upon the strict performance of any term or condition of this
Agreement or to exercise or delay the exercise of any right or remedy provided in this
Agreement, or by law, or the City’s acceptance of and payment for services, shall not release
the Consultant from any responsibilities or obligations imposed by this Agreement or by law,
and shall not be deemed a waiver of any right of the City to insist upon the strict performance of
this Agreement.
14.11
Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or
otherwise, arising out of this Agreement or on account of any breach or default hereof,
the prevailing party shall be entitled to receive from the other party reasonable attorneys’
fees and reasonable costs and expenses, determined by the court sitting without a jury,
which shall be deemed to have accrued on the commencement of such action and shall
be enforced whether or not such action is prosecuted through judgment.
14.12
Liens. All materials or services shall be free of all liens and, if the City requests, a formal
release of all liens shall be delivered to the City.
14.13
Offset.
A.
Offset for Damages. In addition to all other remedies at law or equity, the City may
offset from any money due to the Consultant any amounts Consultant owes to the
City for damages resulting from breach or deficiencies in performance or breach of
any obligation under this Agreement.
B.
Offset for Delinquent Fees or Taxes. The City may offset from any money due to
the Consultant any amounts Consultant owes to the City for delinquent fees,
transaction privilege use taxes and property taxes, including any interest or
penalties.
14.14
Notices and Requests. Any notice or other communication required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been duly
given if (A) delivered to the party at the address set forth below, (B) deposited in the
U.S. Mail, registered or certified, return receipt requested, to the address set forth below
or (C) given to a recognized and reputable overnight delivery service, to the address set
forth below:
If to the City:
City of El Mirage
10000 N El Mirage Rd
El Mirage, Arizona 85335
Attn: City Clerk
With copy to:
City of El Mirage Fire Department
13601 N El Mirage Rd
El Mirage, Arizona 85335

Attn: Fire Chief
If to Consultant:
The W.W. Williams Company, LLC
400 Metro Place North, Ste. 201
Dublin, OH 43017
Attn: Megan Wajda
Senior Attorney & Corporate Secretary
mwajda@wwwilliams.com
or at such other address, and to the attention of such other person or officer, as any party
may designate in writing by notice duly given pursuant to this subsection. Notices shall
be deemed received (A) when delivered to the party, (B) three business days after being
placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following
business day after being given to a recognized overnight delivery service, with the
person giving the notice paying all required charges and instructing the delivery service
to deliver on the following business day. If a copy of a notice is also given to a party’s
counsel or other recipient, the provisions above governing the date on which a notice is
deemed to have been received by a party shall mean and refer to the date on which the
party, and not its counsel or other recipient to which a copy of the notice may be sent,
is deemed to have received the notice.
14.15
Confidentiality of Records. The Consultant shall establish and maintain procedures and
controls that are acceptable to the City for the purpose of ensuring that information
contained in its records or obtained from the City or from others in carrying out its
obligations under this Agreement shall not be used or disclosed by it, its agents, officers,
or employees, except as required to perform Consultant’s duties under this Agreement.
Persons requesting such information should be referred to the City. Consultant also
agrees that any information pertaining to individual persons shall not be divulged other
than to employees or officers of Consultant as needed for the performance of duties
under this Agreement.
14.16
Records and Audit Rights. To ensure that the Consultant and its subcontractors are
complying with the warranty under subsection 14.17 below, Consultant’s and its
subcontractor’s books, records, correspondence, accounting procedures and practices,
and any other supporting evidence relating to this Agreement, including the papers of any
Consultant and its subcontractors’ employees who perform any work or services pursuant
to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open
to inspection and subject to audit and/or reproduction during normal working hours by
the City, to the extent necessary to adequately permit (A) evaluation and verification of
any invoices, payments or claims based on Consultant’s and its subcontractors’ actual
costs (including direct and indirect costs and overhead allocations) incurred, or units
expended directly in the performance of work under this Agreement and (B) evaluation
of the Consultant’s and its subcontractors’ compliance with the Arizona employer
sanctions laws referenced in subsection 14.17 below. To the extent necessary for the City
to audit Records as set forth in this subsection, Consultant and its subcontractors hereby
waive any rights to keep such Records confidential. For the purpose of evaluating or
verifying such actual or claimed costs or units expended, the City shall have access to
said Records, even if located at its subcontractors’ facilities, from the effective date of
this Agreement for the duration of the work and until three years after the date of final
payment by the City to Consultant pursuant to this Agreement. Consultant and its

subcontractors shall provide the City with adequate and appropriate workspace so that the
City can conduct audits in compliance with the provisions of this subsection. The City
shall give Consultant or its subcontractors reasonable advance notice of intended audits.
Consultant shall require its subcontractors to comply with the provisions of this
subsection by insertion of the requirements hereof in any subcontract pursuant to this
Agreement.
14.17
E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the
Consultant and its subcontractors warrant compliance with all federal immigration laws
and regulations that relate to their employees and their compliance with the E-verify
requirements under ARIZ. REV. STAT. § 23-214(A). Consultant’s or its subcontractors’
failure to comply with such warranty shall be deemed a material breach of this
Agreement and may result in the termination of this Agreement by the City.
14.18
Israel. For Contracts in excess of One Hundred Thousand ($100,000) Dollars, Contractor
certifies that it is not currently engaged in, and agrees for the duration of this Agreement
that it will not engage in a “boycott,” as that term is defined in ARIZ. REV. STAT. § 35-
393, of Israel.
14.19
Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the
terms of this Agreement, any amendments, the Scope of Work, any City-approved
Purchase Order, the Fee Proposal, the RFP and the Consultant’s Proposal, the
documents shall govern in the order listed herein. If the Agreement is renewed pursuant
to Subsection 1.2 above and such renewal includes any conflicting terms, other than
price, those terms will be null and void.
14.20
Non-Exclusive Contract. This Agreement is entered into with the understanding and
agreement that it is for the sole convenience of the City. The City reserves the right to
obtain like goods and services from another source when necessary.
14.21
Cooperative Purchasing. Specific eligible political subdivisions and nonprofit
educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted
to utilize procurement agreements developed by the City, at their discretion and with the
agreement of the awarded Consultant. Consultant may, at its sole discretion, accept
orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or
Services at the prices and under the terms and conditions of this Agreement, in such
quantities and configurations as may be agreed upon between the parties. All cooperative
procurements under this Agreement shall be transacted solely between the requesting
Eligible Procurement Unit and Consultant. Payment for such purchases will be the sole
responsibility of the Eligible Procurement Unit. The exercise of any rights,
responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive
obligation of such unit. The City assumes no responsibility for payment, performance or
any liability or obligation associated with any cooperative procurement under this
Agreement. The City shall not be responsible for any disputes arising out of transactions
made by others.
[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
“City”
CITY OF EL MIRAGE,
an Arizona municipal corporation
Date:
                       , City Manager ATTEST:
                         , City Clerk
“Consultant”
W.W. Williams Company, LLC
Date:
David Ruff, Divisional Vice President,
Southwest, Northwest, and Mexico