AZ Wastewater Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
AZ WASTEWATER INDUSTRIES, INC.

THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of

, 2021, between the City of Glendale, an Arizona municipal corporation (the “City”), and AZ.

Wastewater Industries, Inc., a Nevada corporation authorized to do business in Arizona
(“Contractor”), collectively, the “Parties.”

RECITALS

On April 5, 2021 under S.A.V.E Cooperative Purchasing Agreement, the County of Pima
entered into a contract with Contractor to purchase the goods and services described in the
Sewer Maintenance Parts, Accessories and Supplies MA-PO-21-146 (“Cooperative Purchasing
Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing Agreement
permnits its cooperative use by other governmental agencies including the City.

Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods
and services by patticipating with other governmental units in cooperative purchasing
agreements when the best interests of the City would be served.

Section 2-149 also provides that the Materials Manager may enter into such cooperative
agreements without meeting the formal or informal solicitation and bid requirements of
Glendale City Code Sections 2-145 and 2-146.

The City desites to contract with Contractor for supplies or services identical, or nearly
identical, to the supplies or services Contractor is providing other units of government under
the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the
Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to
enter into this Agreement to provide the supplies and services set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference,
and the covenants and promises contained in this Linking Agreement, the parties agree as follows:

1.

Term of Agreement. The City is purchasing supplies and/or services from Contractor
pursuant to the Cooperative Purchasing Agreement. According to the Cooperative
Purchasing Agreement, purchases can be made by governmental entities from the date of
award, which was April 5, 2021, until the date the contract expires on April 4, 2022 unless the
term of the Cooperative Purchasing Agreement is extended by the mutual agreement of the
original contracting parties. The Cooperative Purchasing Agreement, however, may not be
extended beyond April 4, 2026. The initial period of this Agreement, therefore, is the period
from the Effective Date of this Agreement until April 4, 2022. The City may renew the term
of this Agreement for (4) four one-year terms until the Cooperative Purchasing Agreement

1/2/2020

expires on April 4, 2026. Glendale renewals are not automatic and shall only occur if the City
gives the Contractor notice of its intent to renew. The City may give the Contractor notice of
its intent to renew this Agreement 30 days prior to the anniversary of the Effective Date to
effectuate such renewal.

Scope of Work; Terms, Conditions, and Specifications.

A. Contractor shall provide City the supplies and/or services identified in the Scope of
Work attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as
Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this
Agreement shall not exceed one hundred and twenty five thousand dollars ($125,000)
for the entire term of the Agreement (initial term plus any renewals).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the
same requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided
to the City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
requirements of A.R.S. § 41-4401.

No Boycott of Israel. The Parties agtee that they are not currently engaged in and agree that
for the duration of the Agreement they will not engage in, a boycott of Israel, as that term is
defined in A.R.S. §35-393. Unless and until the District Court’s injunction in Jordahl » Brnovich,
336 F.Sup.3d 1016 (D.Ariz. 2018) is stayed or lifted, the Anti-Israel Boycott Provision (A.R.S.
§35.393.01 (A)) (if applicable to this agreement) is unenforceable and the City will take no
action to enforce it.

1/2/2020

9 Attestation of PCI Compliance. When applicable, the Contractor will provide the City
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of

compliance certificate signed by an officer of Contractor with oversight responsibility.

10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

City of Glendale

c/o Julie Ossege

7070 W. Northern Ave.
Glendale, AZ 85303

And

AZ Wastewater Industries, Inc.
c/o Aaron Mickle

20 S. 48" Ave., Suite 802
Phoenix, AZ 85043

IN WITNESS WHEREOF, the patties hereto have executed this Agreement as of the date and year
set forth above.

“City” “Contractor”
City of Glendale, an Arizona AZ Wastewater Industries, Inc.,
municipal corporation a Nevada corporation
By Malle, LMA
Kevin R. Phelps a Aaron Mickle
City Manager Title: Authorized —_—-
ATTEST:
Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D, Bailey
City Attorney

1/2/2020

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
AZ WASTEWATER INDUSTRIES, INC.

EXHIBIT A
(Sewer Maintenance Parts, Accessories and Supplies Pima County Master Agreement No. 21-146)

1/2/2020

BOARD OF SUPERVISORS AGENDA ITEM REPORT
CONTRACTS / AWARDS / GRANTS

@ Award C Contract C Grant Requested Board Meeting Date:
or Procurement Director Award

*= Mandatory, information must be provided

*Contractor/Vendor Name/Grantor (DBA):
AZ Wastewater Industries, Inc. (Headquarters: Phoenix, AZ)

*Project Title/Description:
Sewer Maintenance Parts, Accessories and Supplies

*Purpose:
Award: Master Agreement No. MA-PO-21-146. This Master Agreement is for an initial term of one (1) yearinthe ~
annual award amount of $182,000.00 (including sales tax) and includes four (4) one-year renewal options. —

Administering Department: Regional Wastewater Reclamation

*Procurement Method:
Pursuant to Pima County Procurement Code 11.12.010, Competitive sealed bidding, Solicitation No. IFB-PO-2100065
was conducted. One (1) response was received. Award is to the responsive and responsible bidder.

PRCUID: 402784

Attachments: Notice of Recommendation for Award and Master Agreement.

*Program Goals/Predicted Outcomes:
To obtain a contract source for sewer maintenance products for County conveyance systems and equipment.

“Public Benefit:
Effective County-wide sewer system maintenance and risk reduction of potential sewer system overflows.

“Metrics Available to Measure Performance:
Department will monitor on-time delivery and billing to ensure contract compliance.

*Retroactive:
No.

Revised 5/2020 Page 1 of 2

Contract / Award Information
Document Type: MA Department Code: PO Contract Number (i.e.,15-123): 21-146
Commencement Date: 4/5/21 Termination Date: 4/4/22 Prior Contract Number (Synergen/CMS):
x] Expense Amount: $* 182,000.00 [ Revenue Amount: $

*Funding Source(s) required: WW Ops Fund

Funding from General Fund? Yes @No If Yes $ %

Contract is fully or partially funded with Federal Funds? Lo Yes No
If Yes, is the Contract to a vendor or subrecipient?

Were insurance or indemnity clauses modified? C1 Yes No
If Yes, attach Risk's approval.

Vendor is using a Social Security Number? [J Yes [No

If Yes, attach the required form per Administrative Procedure 22-10.

Amendment / Revised Award Information
Document Type: Department Code: Contract Number (i.e.,15-123):

Amendment No.: AMS Version No.:

Commencement Date: New Termination Date:
Prior Contract No. (Synergen/CMS):

C Expense or @ Revenue C Increase (Decrease Amount This Amendment: $

Is there revenue included? CYes CNo If Yes $

*Funding Source(s) required:

Funding from General Fund? CYes CNo lf Yes $ %

Grant/Amendment Information (for grants acceptance and awards) C Award C Amendment
Document Type: Department Code: Grant Number (i.e.,15-123):

Commencement Date: Termination Date: Amendment Number:
[J Match Amount: $ [J Revenue Amount: $

*All Funding Source(s) required:

*Match funding from General Fund? CYes CNo [If Yes $ %

*Match funding from other sources? (Yes (No If Yes $ %
*Funding Source:

“If Federal funds are received, is funding coming directly from the
Federal government or passed through other organization(s)?

. . A Digitally signed by Michael D. Warren Hi Digitally signed by Ana Wilber
Contact: Michael Warren CPPB, Procurement Officer Michael D. Warren oarucruietson See == Ana Wilber 2eyesiy eeuen

Department: Procurement Terri Spencer serge aty Telephone: 724-3730

Department Director Signature/Date:

Deputy County Administrator Signature/Date:

County Administrator Signature/Date:
(Required for Board Agenda/Addendum Items)

Revised 5/2020 Page 2 of 2

Fs

BANANA,

PIMA COUNTY

PROCUREMENT

NOTICE OF RECOMMENDATION FOR AWARD

Date of Issue: 02/26/2021

The Procurement Department hereby issues formal notice to respondents to Solicitation No.
IFB-PO-2100065 for Sewer Maintenance Parts, Accessories and Supplies, that the following
listed respondent will be recommended for award as indicated below. The award action is
scheduled to be performed by the Procurement Director on or after March 8, 2021.

Award is recommended to the responsive and responsible Bidder.

AWARDEE NAME BID AMOUNT AWARD AMOUNT
AZ Wastewater Industries, Inc. $164,839.10 $182,000.00 (including sales tax)

OTHER RESPONDENT NAMES
None

Issued by: Michael Warren CPPB, Procurement Officer
Telephone Number: (520) 724-3730

This notice is in compliance with Pima County Procurement Code §1 1.12.010(C) and
§11.20.010(C).

Copy to: Pima County SBE via e-mail at SBE@pima.gov .

Aw

tm. MASTER AGREEMENT

PIMA COUNTY, ARIZONA

PIMA COUNTY THIS IS NOT AN ORDER - TRANSMISSION CONSTITUTES
CONTRACT EXECUTION
Master Agreement No: 21000000000000000146 MA Version: 1 Page: 1 of 3

Description: Sewer Maintenance Parts, Accessories and Supplies

I Pima County Procurement Department Initiation Date: 04-05-2021
T
s 150 W. Congress St. 5th Fl Expiration Date: 04-04-2022
E
s Tucson AZ 85701
R
U
Issued By: MICHAEL WARREN M NTE Amount: $182,000.00
E 000.
Phone: 5207243730 s Used Amount: $0.00
R Email: michael.warren@pima.gov
v
AZ WASTEWATER INDUSTRIES INC Contact: AARON MICKLE
E
N 3201 W Virginia Ave, Ste 3 Phone: 800-778-9359
Email: amickle@azwastewaterindustries.com
D Phoenix AZ 85009
Terms: 0.00 %
° Days: 30
R
Shipping Method: Vendor Method
Delivery Type: Standard Ground
FOB: FOB Dest, Freight Prepaid

Modification Reason

This Master Agreement is for an initial term of one (1) year in the annual award amount of $182,000.00 {including sales tax) and includes four (4) one-
year renewal options.

Attachment: Offer Agreement

This Master Agreement incorporates the attached documents, and by reference all instructions, Standard Terms and Conditions, Special
Terms and Conditions, and requirements that are included in or referenced by the soliciation documents used to establish this agreement. All
transactions and conduct are required to conform to these documents.

ttm, MASTER AGREEMENT DETAILS

Master Agreement No: 21000000000000000146 MA Version: 1 Page: 2 of 3
Line Description
1 Adaptor Rod Coupling 3/8in
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $8.50 29199 EID 28560 72823-00-Z
2 Counter Footage Rotary 4 Digit
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $160.00 29199 EID 28560 20049-00-R
3 Coupling Adaptor .375 Set Screw Type-3/8in Adaptor Rod Tool
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $20.00 29199 EID 28560 CRC-2
4 Extension Nozzle Football Style
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $86.50 29199 EID 28560 72131-00-F
5 Hose 1in x 600ft 2500 Working PSI 5250 Burst PSI
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $2,000.00 29199 EID 28560 $616-600
6 Hose Fill 2 1/2in x 25ft Polyester F x F Swivel NPT
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $197.00 29199 EID 28560 U20720A-A
7 Hose Guide Flexible 3in Tiger Tail
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $38.00 29199 EID 28560 DO-89
8 Hose Guide Rod 22ft Lightweight w/Flex Metallic Linder&Alum
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $1,262.15 29199 EID 28560 51700-00-F
9 Hose Leader ‘in x 50ft
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $513.00 29199 EID 28560 SH1X50
10 Male End fin Piranha
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $10.50 29199 EID 28560 UE1161
11 Nozzle 1in Standard Cleaning, 30.100
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $182.50 29199 EID 28560 U36058B260
12 Pick Manhole Orange
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $125.00 29199 EID 28560 5RH-1ORG
13 Spray Pump Positive Displacement Pentair/Myers
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $300.00 29199 EID 28560 D65-20
14 Retainer Continuous Rod
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $36.00 29199 EID 28560 15854-00-R
15 Rod Continuous Steel .375 Diameter 1200ft Per Roll
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $1,200.00 29199 EID 28560 SR 21134
16 Saw Root Concave 12in w/3/8in Adaptor Rod
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $124.00 29199 EID 28560 30231-09-F
17 Saw Root Concave Sin
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $85.00 29199 EID 28560 30323-09-F
18 Saw Root Concave 6in w/3/8in Adaper Rod Pin
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $92.00 29199 EID 28560 30228-09-F
19 Saw Root Concave 8in w/3/8in Adaper Rod
Discount UOM Unit Price Stock Code VPN MPN
EID 28560 30229-09-F

0.0000 % EA $102.00 29199

y MASTER AGREEMENT DETAILS

Master Agreement No: 21000000000000000146 MA Version: 1 Page: 3 of 3
Line Description
20 Saw, Concave 10in w/3/8in Adapter Rod
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $115.00 29199 EID 28560 CRS-10-2
21 Screen Filter 3in
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $30.00 29199 EID 28560 U41280
22 Screen Suction 80 Mesh Water Pump Camel
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $205.00 29199 EID 28560 6000-00940
23 Spoon Catch Basin 12in (2 Piece Const)
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $225.00 29199 EID 28560 91111-00-F
24 Tablet Dye Fluorescent Blue 200/Bottle
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $35.00 29199 EID 28560 90257-00-F
25 Tablet Dye Fluorescent Red 200/Bottle
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $35.00 29199 EID 28560 90355-00-F
26 Tablet Dye Fluorescent Yellow/Green 200/Bottle
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $35.00 29199 EID 28560 90256-00-F
27 Tube Extension 5ft for Clean Earth
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $208.50 29199 EID 28560 $8510-0374
28 Tube Extension 8ft for Clean Earth
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $240.00 29199 EID 28560 $8510-00290
29 Tube Intake Aluminum 8ft Aluminum Bank Loc Style
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $240.00 29199 EID 28560 $8510-00290
30 Wrench Assembly 3/8in
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $20.00 29199 EID 28560 90252-09-F
31 Wrench Hydrant Adjustable
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % EA $37.15 29199 EID 28560 U-189
32 Freeform
Discount UOM Unit Price Stock Code VPN MPN
0.0000 % $0.00 29199

1.

Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

OFFER AGREEMENT
INTENT:
This document is intended to establish a Master Agreement ("MA’) to provide Pima County (“County”) with Sewer
Maintenance Parts, Accessories and Supplies on an “as required basis” by issue of Delivery Order (“DO”) or Delivery
Order Maximo ("DOM").
As defined by the Pima County Standard Terms and Conditions included herein, this contract is non-exclusive and
County may terminate it for any reason without penalty or cost.

Alt Goods and Services that Contractor offers or provides pursuant to the contract will conform to the requirements
defined by or referred to by the solicitation documents including Solicitation Amendments, Instructions to Offerors,
Standard Terms and Conditions, and this Offer Agreement, all of which are incorporated herein.

This document, including all attachments and documents incorporated by reference, constitutes the entire contract
between the parties pertaining to the subject matter hereof, and merges all prior or contemporaneous agreements and
understandings, oral or written, herein.

2. CONTRACT TERM, RENEWALS, EXTENSIONS and REVISIONS:

The initial term of the MA will be for a one (1) year period and include four (4) one-year renewal options that the parties
may exercise upon written agreement as follows:

Contract extensions, renewals, or revisions will occur through the issuance by County to Contractor of a revised MA
document setting forth the requested changes. Failure by Contractor to object in writing to the proposed revisions,
terms, conditions, scope modifications and/or specifications within ten. (10) calendar days of issuance by County will
signify acceptance of all such changes by Contractor and the revision will be binding upon the parties.

CONTRACTOR MINIMUM QUALIFICATIONS:

The Contractor certifies that it is competent, willing and responsible for performing the services or providing the products
in accordance with all requirements of the solicitation and this contract. Contractor certifies that it possesses all licenses
required by applicable Agencies to satisfy the requirements of this contract.

_. CHECK @ appropriate response

MINIMUM QUALIFICATIONS certifying agreement with the
requirement.

Contractor has been in the business of providing sewer maintenance

products for three (3) or more years, including the current year.
(INCLUDE COPY OF BUSINESS LICENSE WITH OFFER.) ves X] No LI

PRODUCT AND SERVICE SPECIFICATIONS & SCOPE:

a) General. Contractor shall provide sewer maintenance parts, accessories and supplies including, but not limited to,
those listed in Attachment A — Product and Price List or their equivalents. Contractor shall identify any obsolete
parts listed and provide the recommended replacement. County will have final determination of equivalency. County
reserves the right to add related products to this agreement at any time. Items added to this agreement subsequent
to award of contract are subject to its terms and conditions herein.

b) Parts. Includes connectors, filters, gauges, hardware, hoses, nozzles, retainers, rods, root saws, screens, shafts,
spray pumps, traps and valves. All parts must be OEM unless otherwise approved by the requesting department.

c) Accessories. Includes adapters, basins, meters, rotary counters and specialized sewer maintenance tools.
d) Supplies. Includes chemicals, compounds, dye tablets or other related specialized sewer maintenance products.

OFFER ACCEPTANCE & ORDER RELEASES:

County will accept an offer and execute this contract by issue of a MA (recurring requirements) to be affective on the
document's date of issue without further action by elther party. The MA will document the term of the agreement.

Pursuant to the executed MA, County departments requiring the goods or services defined herein will issue a
DO or DOM to the Contractor. If County gives the order verbally, the County Department issuing the order will
transmit a confirming order document to Contractor within five (5) workdays of the date It gives the verbal
order. Contractor must not supply materials or services that are not specified on the MA and are not
documented or authorized by a DO or DOM at the time of provision. County accepts no responsibility for control
of or payment for materials or services not documented by a County DO or DOM.

Offer Agreement Page 7 of 12

Revised 02,07.20

Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

Contractor will establish, monitor, and manage an effective contract administration process that assures compliance
with all requirements of this contract. In particular, Contractor will not provide goods or services in excess of the
executed contract items, item quantity, item amount, or contract amount without prior written authorization by contract
revision that County has properly executed and issued. Any items Contractor provides in excess of those stated in the
contract are at Contractor's own risk.

Contractor will decline verbal requests to deliver items in excess of the contract and will report all such requests in
writing to the County Procurement Department within one (1) workday of the request. The report must include the name
of the requesting individual and the nature of the request.

ACCEPTANCE OF GOODS & SERVICES:

The County Department designated on the issued order (DO or DOM) will accept goods and services only in accordance
with this contract. Such acceptance is a prerequisite to the commencement of payment terms.

COMPENSATION & PAYMENT:

The MA issued to accept Contractor's offer will define the not-to-exceed amount of the contract,

Contractor's unit prices in Attachment A must include all incidentals and associated costs such as labor and fuel required
to comply with and satisfy all requirements of this solicitation, which includes the /nstructions to Offerors, Standard
Terms and Conditions, and Offer Agreement. County will make no payments for items not in the contract.

Quantities in this solicitation are annual estimates only. County reserves the right to increase or decrease quantities
and amounts. County makes no guarantee regarding actual orders for items or quantities during the term of the
agreement. County is not responsible for Contractor inventory or order commitment.

Unless the parties otherwise agree in writing, all pricing will be F.O.B. Destination, Freight Included in the Unit Price
("F.0.B. Destination’). Contractor wil! deliver and unload products or services at the destination(s) that the delivery
article of this contract or accepted Order indicates.

Although an order may not fully define State and City sales tax, County will pay such taxes as are DIRECTLY applicable
to County and Contractor invoices such taxes as a separate line item. Contractor must not include such taxes in the
item unit price.

Price Warranty. Contractor will give County the benefit of any price reduction before actual time of shipment.

Price Escalation. All unit prices include compensation for Contractor to implement and actively conduct cost and price
control activities. Pricing will remain firm during the initial year of the contract term after which the parties may consider
price increases no more frequently than once per year. Contractor will submit a written request to County that includes
supporting documents justifying requested increases at least ninety (90) days prior to the renewal date. Contractor.will
provide evidence, cite sources, demonstrate specific conditions and document how those conditions affect the cost of
its performance, and identify specific efforts Contractor has taken to control and reduce those and other costs to avoid
the need to increase prices. County will review proposed pricing and detemine if it is allowable, fair and reasonable,
and in the best interest of County to accept the proposal. County reserves the tight to continue, accept or reject the
price proposal, or terminate and re-solicit the contract.

All pricing will conform to Pima County's Living Wage ordinance if applicable, Including required annual adjustments of
the wage.

The parties may negotiate and establish unit pricing in writing under the contract for items included in the scope of the
contract that does not have previously defined unit pricing.

Standard Payment Term Net (30) is effective from the date of valid invoice document and does not commence until
the later of 1) the receiving County Department receives goods or services into County's payment system or 2) County
Financial Operations receives and verifies Contractor's invoice.

OPTIONAL EARLY PAYMENT DISCOUNT TERM: Pima County Administrative Procedure No. 22-35 Section 2.2.4
defines County's practice regarding discounts for early payment. Contractor offers the following discounts to those
prices to be used for all orders issued pursuant to this contract. County will utilize the existing payment code that best
matches that offered and does not exceed the offered discount percentage. Payment days cannot be less than ten (10)
calendar days. Contractor will submit valid invoice document consistent with the associated DO or DOM to County
Finance Department at least seven (7) calendar days prior to the date on which the discounted payment is due. If
desired, for any order issued pursuant with this contract, Contractor may offer early payment discounts that exceed this

Early Payment Discount.
Optional Early Payment Discount Percent: __9 %_ if paymenttenderedwithin 30 __ Days as indicated above.

Offer Agreement Page 2 of 12

Revised 02.07.20

Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

Contractor will submit Request(s) for Payment or Invoices to the location and entity defined by County's DO or DOM
document.

All Invoice documents will reference the County’s DO or DOM number under which the services or products were
ordered. ALL Invoice line items will utilize the item description, precise unit price and unit of measure defined by the
County's order document. County may return invoices that include line items or unit prices that do not match those
documented by the County's order to Contractor unprocessed for correction.

Contractor will not accept orders, or provide services or products that cumulatively exceed the contract
amount.

Contractor will provide detailed documentation in support of payment requests, which should be consistent with and not
exceed County's DO or DOM document. Contractor will bill County within one (1) month after the date on which
Contractor's right to payment accrues (“Payment Accrual Date’), which, unless this contract specifically provides
otherwise, is the date Contractor delivers goods, performs services or incurs costs. Invoices must assign each billed
amount to an appropriate line item of County’s order and document each Payment Accrual Date. County may refuse to
pay any amount that Contractor bills in which does not conform to County’s DO or DOM document. County will refuse
to pay any amount that Contractor bills more than six (6) months after the Payment Accrual Date, pursuant to A.R.S. §

11-622(C).

DELIVERY:
“On-Time” delivery is an essential part of the consideration that Contractor is to provide to County under the contract.
Contractor will make delivery in accordance with the Instructions to Offerors, Standard Terms and Conditions to the

County locations specified below or other site(s) specified by the County requestor:
« Sub Regional Facilities
4527 W. Walker Rd Tucson, Arizona 85743
Monday through Friday 7:00am to 3:00pm

* Tres Rios Facility Warehouse Bldg. 88
7101 N. Casa Grande Hwy Tucson, Arizona 85743
Monday through Friday 7:00am to 3:30pm

e Conveyance Division
3355 N. Dodge Blvd., Tucson Arizona 85716
Monday through Friday 7:00am to 4:30pm

Contractor guarantees delivery within ten (10) business days after receipt of order. Contractor will notify County if
delivery date is different. Expedited shipping may be requested at County's expense.

TAXES, FEES, EXPENSES:
Pursuant to IRS Publication 510, County is exempt from federal excise taxes for goods. County is subject to State

and City sales tax. County will pay no separate charges for delivery, express, parcel post, packing, insurance, license
fees, permits, costs of bonds, surcharges, or bid preparation unless the contract expressly includes such charges and
the solicitation documents itemize them.

10. OTHER DOCUMENTS:
Contractor and County in entering into this contract have relied upon information provided or referenced by Pima County
Solicitation No. IFB-PO-2100065 including the Invitation for Bid, Instructions to Offerors, Offer Agreement, Standard
Terms and Conditions, Solicitation Amendments, Contractor's Bid Offer, documents submitted by Contractor or
References to satisfy Minimum Qualifications and any other information and documents that Contractor has submitted
in its response to County's Solicitation. The Contract incorporates these documents as though set forth in full herein, to

the extent not inconsistent with the provisions of this contract.

11. INSURANCE:
The Insurance Requirements herein are minimum requirements for this Contract and in no way limit, the indemnity
covenants contained in this Contract. Contractor's insurance shall be placed with companies licensed in the State of
Arizona and the insureds shall have an “A.M, Best’ rating of not less than A- Vil. Pima County in no way warrants that
the minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

Minimum Scope and Limits of Insurance:

Contractor shall procure and maintain, until all contractual obligations have been discharged, the insurance coverage
with fimits of liability not less than stated below. Pima County in no way warrants that the minimum insurance limits
contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work
under this Contract. The Contractor is free to purchase additional insurance that required by the County. if necessary,
Contractor may obtain commercial umbrella or excess insurance to satisfy the County’s Insurance Requirements.

Offer Agreement Page 3 of 12

Revised 02.07.20

Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

Commercial General Liability (CGL) - Occurrence Form with limits of $2,000,000 Each Occurrence and $2,000,000
General Aggregate. Policy shall include bodily injury, property damage, personal/advertising injury and products —
completed operations.

Business Automobile Liability — Bodily Injury and Property Damage for any owned, hired, and/or non-owned
automobiles used in the performance of this Contract with a Combined Single Limit (CSL) of $1,000,000 each accident.

Workers’ Compensation (WC) and Employers’ Liability — Arizona Statutory requirements and Employer's Liability
coverage with policy limits of $4,000,000 and each accident and each person - disease.

Clalm-Made Insurance Coverage - If any part of the Required Insurance is written on a claims-made basis, any policy
retroactive date must precede the effective date of this Contract, and Contractor must maintain such coverage for a
period of not less than three (3) years following Contract expiration, termination or cancellation.

Additional insurance Requirements:

The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:
Additional Insured: The General Liability and Business Automobile Liability Policies shall each be endorsed to include
Pima County, its departments, districts, boards, commissions, officers, officials, agents, and employees as additional
insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

Subrogation: The General Liability, Business Automobile Liability and Workers’ Compensation policies shall each
contain a waiver of subrogation endorsement in favor of Pima County, and its departments, districts, boards,
commissions, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the

Contractor.

Primary Insurance: The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary
and that any insurance carried by Pima County, its agents, officials, or employees shall be excess and not contributory

insurance.

Insurance provided by the Contractor shail not limit the Contractor's liability assumed under the indemnification
provisions of this Contract.

Notice of Cancellation:
Each Required Insurance policy must provide, and certificates specify, that County will receive not less than

thirty (30) days advance written notice of any policy cancellation, except 10-days prior notice is sufficient when
the cancellation is for non-payment of a premium.

Verification of Coverage:
Contractor shall furnish Pima County with certificates of insurance as required by this Contract. An authorized

representative of the insurer shall sign the certificates.

All certificates and endorsements, as required by this written agreement, are to be received and approved by Pima
County before work commences. Each insurance policy required by this Contract must be in effect at, or prior to,
commencement of work under this Contract. Failure to maintain the insurance coverages or policies as required by this
Contract, or to provide evidence of renewal, is a material breach of contract.

All certificates required by this Contract shall be sent directly to Pima County Procurement Department. The Certificate
of Insurance shall include the Pima County project or contract number and project description on the certificate. Pima
County reserves the right to require complete copies of all insurance policies required by this Contract at any time.

Neither the County's failure to obtain a required insurance certificate or endorsement, the County’s failure to object to
a non-complying insurance certificate or endorsement, or the County's receipt of any other information from the
Contractor, its insurance broker(s) and/or insurer(s), constitutes a waiver of any of the Insurance Requiremenis.

Approval and Modifications:
The Pima County Risk Manager may approve a modification of the Insurance Requirements without the necessity of a

formal Contract amendment, but the approval must be in writing.

12. PERFORMANCE BOND: Not Required.

13. AC WLEDGE, F SOLICITATION AMENDMENTS:
Contractor acknowledges that it incorporates the following solicitation amendments in its offer and this contract:
Amendment # Date Amendment # Date Amendment # Date
Offer Agreement Page 4 of 12

Revised 02.07.20

Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

14, SMALL BUSINESS ENTERPRISE (SBE) CERTIFICATION:

Is your firm SBE certified as defined by the solicitation “Instructions to Offerors’ Yes [~ No K
section?

(select one)
If Yes, have you included your certification document? Yes I No
(select one)

NOTE: If you do not submit the SBE Certification document with your bid, County will not apply the SBE Preference.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

Offer Agreement Page § of 12
Revised 02.07.20

Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

15. BID/OFFER CERTIFICATION:

CONTRACTOR LEGAL NAME: AZ Wastewater Industries, Inc.

BUSINESS ALSO KNOWN AS:
MAILING ADDRESS: 3201 W Virginia Ave, Suite 3

CITY/STATE/ZIP: Phoenix, AZ 85009

REMIT TO ADDRESS: 3201 W. Virginia Ave, Suite 3

CITY/STATE/ZIP: Phoenix, AZ 85009

CONTACT PERSON NAME/TITLE: Aaron Mickle, GM
PHONE: 800-778-9359 FAX: 480-425-3321

CONTACT PERSON EMAIL ADDRESS: amickle@azwastewaterindustries.com

EMAIL ADDRESS FOR ORDERS & CONTRACTS: amickle@azwastewaterindustries.com

CORPORATE HEADQUARTERS ADDRESS: 3201 W. Virginia Ave, Suite 3, Phoenix, AZ 85009

WEBSITE: Wwww.azwastewaterindustries.com

By signing and submitting these Offer Agreement documents, the undersigned certifies that they are legally authorized to
represent and bind Contractor to legal agreements, that all information submitted is accurate and complete, that Contractor
has reviewed the Pima County Procurement website for solicitation amendments and has incorporated all such
amendments to its offer, that Contractor is qualified and willing to provide the items requested, and that Contractor will
comply with all requirements of the solicitation. The Unit Pricing includes all costs incidental to the provision of the items in
compliance with the above documents; no additional payment will be made. Conditional offers that modify the solicitation
requirements may be deemed not ‘responsive’ and County may not evaluate them. Contractor's submission of a signed
offer agreement will constitute a firm offer and upon the issuance of a MA document issued by the Pima County Procurement
Director or authorized designee will form a binding contract that will require Contractor to provide the goods or services and
materials described in this solicitation. The undersigned hereby offers to furnish the goods or services in compliance with
all terms, conditions, specifications that the solicitation defines or references, which includes Pima County Standard Terms

& Conditions, this Offer Agreement an; Wipe listed in this Offer Agreement’s [Other Documents”) section.
SIGNATURE: - DATE: 02/23/2021

Aaron Mickle, GM
PRINTED NAME & TITLE OF AUTHORIZED CONTRACTOR REPRESENTATIVE EXECUTING OFFER

PHONE AND EMAIL: 800-778-9359 / amickile@azwastewaterindustries.com

County Attorney Contract Approval “As to Form:

Offer Agreement Page 6 of 12

Revised 02.07.20

Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

1.

PIMA COUNTY STANDARD TERMS AND CONDITIONS

OPENING:
Pima County ("County’) will publicly open responses on the date and at the location as stated in the invitation for

Bid (/FB) or Request for Proposal (RFP). The County will read each respondent's name, and for responses to an
IFB will also read the total bid amount. County will open proposals so as to avoid disclosure of the contents of any
proposal to competing Offerors during the evaluation process. County invites all interested parties to attend the

bid opening.

EVALUATION:
County will evaluate responses to determine which are most advantageous to County considering conformity to the

Specifications stated in the IFB, evaluation criteria stated in the RFP, and other factors, regardless of solicitation
type.

!f County makes an award, County will enter into an agreement with one or more Contractor(s) that submitted the
lowest responsive bid(s) or highest scoring proposal that County determined responsible for providing the required
goods or services. Unless otherwise specified on the IFB document, County will determine the low or lowest bids
considering all items listed in the Unit Price Schedule.

County, at its sole discretion, reserves the following rights: 1) to waive informalities in the bid or bid procedure; 2)
to reject the response of any persons or corporations that have previously defaulted on any contract with County or
who have engaged in conduct that constitutes a cause for debarment or suspension as set forth in County Code
Section 11.32; 3) to reject any and all responses; 4) to re-advertise for bids previously rejected; 5) to otherwise
provide for the purchase of such equipment, supplies materials and services as may be required herein; 6) to award
on the basis of price and other factors, including but not limited to such factors as delivery time, quality, uniformity
of product, suitability for the intended task, and bidder's ability to supply; 7) to increase or decrease the item quantity
or eliminate any item of this solicitation prior to the award. Pricing evaluations will be based on pre-tax pricing
proposed by Contractor.

AWARD NOTICE:
County will post a Notice of Recommendation for Award for |FB or RFP on the Procurement website available for
review by interested parties. The Procurement Department will maintain a tabulation of the bids or ranking of

proposals.

AWARD:
Either the Procurement Director or the Board of Supervisors will make the contract award in accordance with the

Pima County Procurement Code. County reserves the right to reject any or all proposals, bids or to waive
irregularities and informalities in the best interest of County. Unless County expressly agrees otherwise, resulting
contracts are not exclusive, they are for the sole convenience of County, and County reserves the right to obtain

like goods or services from other sources.

WAIVER:
Each Offeror, by submission of a proposal, bid or proposal waives any and all claims for damages against County

or its officers or employees when County exercises any of its reserved rights.

ACKNOWLEDGEMENT AND ACCEPTANCE:

If Contractor's terms of sale are inconsistent with the terms of the resultant contract, the terms herein will govern,
unless County accepts Contractor's terms in writing. No oral agreement or understanding will in any way modify
this contract or the terms and conditions herein. Contractor's acceptance, delivery or performance called for herein
will constitute unqualified acceptance of the terms and conditions of the resultant contract.

INTERPRETATION AND APPLICABLE LAW:

The laws of the State of Arizona govern the interpretation and construction of this Contract. If any of Contractors’
terms or conditions is not in agreement with County's terms and conditions as set forth herein, County's will govern.
This contract incorporates the complete agreement of the parties with respect to the subject matter of this contract.
No oral agreement or other understanding will in any way modify the terms and conditions of this contract.

WARRANTY:
Contractor warrants goods or services to be satisfactory and free from defects.

Offer Agreement

Page 7 of 12

Revised 02.07.20

Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

9. QUANTITY:
Contractor will not exceed or reduce the quantity of goods ordered without written permission from County in the
form of a properly executed Master Agreement (“MA”), Purchase Order ("PO"), Delivery Order (“DO”), or Delivery
Order Maximo ("DOM") revision or amendment as the County's Procurement Code requires. All quantities are
estimates and County provides no guarantee regarding actual usage.

10. PACKING:
Contractor will make no extra charges for packaging or packing material. Contractor is responsible for safe
packaging conforming to carrier's requirements.

11. DELIVERY:
On-time delivery of goods and services is an essential part of the consideration that County will receive.
Contractor must provide a guaranteed delivery date, or interval period from order release date to delivery if the
Price proposal document requires it. Upon receipt of notification of delivery delay, County at its sole option and at
no cost to County may cancel the order or extend delivery times. Such extension of delivery times will not be valid
unless an authorized representative of County extends it to Contractor in writing.
To mitigate or prevent damages from delayed delivery, County may require Contractor to deliver additional quantity
utilizing express modes of transport, or overtime, all costs to be Contractor's responsibility. County reserves the
tight to cancel any delinquent order, procure from an alternate source, or refuse receipt of or return delayed
deliveries, all at no cost to County. County reserves the right to cancel any order or refuse delivery upon default by
Contractor concerning time, cost, or manner of delivery.
Contractor is not responsible for unforeseen delays caused by fires, strikes, acts of God, or other causes beyond
Contractor's control, provided that Contractor provides County immediate notice of delay.

12. SPECIFICATION CHANGES:
County has the right to make changes in the specifications, services, or terms and conditions of an order. If such
changes cause an increase or decrease in the amount due under an order or in time required for performance,
County will make an acceptable adjustment and will modify the order in writing. No verbal agreement for adjustment
is acceptable.
Nothing in this clause reduces Contractor's’ responsibility to proceed without delay in the delivery or performance
of an order.

13. INSPECTION:
County may inspect or test all goods and services at place of manufacture, destination, or both. Contractor will hold
goods failing to meet specifications of the order or contract at Contractor's risk and County may return such goods
to Contractor with costs for transportation, unpacking, inspection, repacking, reshipping, restocking or other like
expenses to be the responsibility of Contractor. In lieu of return of nonconforming supplies, County, at its sole
discretion and without prejudice to County’s rights, may waive any nonconformity, receive the delivery, and treat
the defect(s) as a warranty item, but any waiver of any condition will not apply to subsequent shipments or deliveries.

14. SHIPPING TERMS:
Unless the contract states otherwise, delivery terms are to be F.O.B. Destination & Freight Prepaid Not Billed
(‘F.0.B. Destination’) and Contractor is to include such terms in its Unit Price proposal.

15. PAYMENT TERMS:
Payment terms are net thirty (30) days, unless the contract specifies otherwise.

16. ACCEPTANCE OF MATERIALS AND SERVICES:
County will not execute an acceptance or authorize payment for any service, equipment or component prior to
delivery and verification that the delivery meets all specification requirements.

17. RIGHTS AND REMEDIES OF COUNTY FOR DEFAULT:
In the event any item that Contractor furnishes in the performance of the contract should fail to conform to the
specifications thereof, or to the sample that Contractor submitted, County may reject same, and it thereupon
becomes the duty of Contractor to reclaim and remove the same, without expense to County, and immediately
replace all such rejected items with others conforming to the specifications or samples. Should Contractor fail,
neglect, or refuse immediately to do so, County has the right to purchase in the open market, in lieu thereof, a
corresponding quantity of any such items and to deduct from any monies due or that may become due to Contractor
the difference between the price named in the MA or Purchase Order (“PO”) and the actual cost to County.

Offer Agreement Page 8 of 12

Revised 02.07.20

Solicitation No: 1FB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

In the event Contractor fails to make prompt delivery as specified of any item, the same conditions as to the rights
of County to purchase in the open market and invoke the reimbursement condition above apply, except when
delivery is delayed by fire, strike, freight embargo, or acts of god or of the government. In the event of cancellation
of the MA, PO or associated orders, either in whole or in part, by reason of the default or breach by Contractor,
Contractor will bear and pay for any loss or damage sustained by County in procuring any items which the
Contractor agreed to supply. The rights and remedies of County provided above are not exclusive and are in addition
to any other rights and remedies provided by law or under the contract.

18. FRAUD AND COLLUSION:
Each Contractor, by submission of a bid, certifies that no officer or employee of County or of any subdivision thereof:
1) has aided or assisted Contractor in securing or attempting to secure a contract to furnish labor, materials or
supplies at a higher price than that proposed by any other Contractor; 2) has favored one Contractor over another
by giving or withholding information or by willfully misleading the bidder in regard to the character of the material or
supplies called for or the conditions under which the proposed work is to be done; 3) will knowingly accept materials
or supplies of a quality inferior to those called for by any contract; 4) has any direct or indirect financial interest in
the proposal or resulting contract. Additionally, during the conduct of business with County, Contractor will not
knowingly certify, or induce others to certify, to a greater amount of labor performed than has been actually
performed, or to the receipt of a greater amount or different kind of material or supplies that has been actually
received. If County finds at any time that Contractor has in presenting any proposal(s) colluded with any other party
or parties for the purpose of preventing any other proposal being made, then County will terminate any contract so
awarded and that person or entity will be liable for all damages that County sustains.

f 19. COOPERATIVE USE OF RESULTING CONTRACT: j

As allowed by law, County has entered into cooperative procurement agreements that enable other Public Agencies
to utilize procurement agreements that County has developed. Participating agencies may contact Contractor with
requests to provide services and products pursuant to the pricing, terms and conditions defined by the County MA,
or PO. Minor adjustments are allowed subject to agreement by both Contractor and Requesting Party to
accommodate additional cost or other factors not present in the County's agreement and required to satisfy
particular Public Agency code or functional requirements and within the intended scope of the solicitation and
resulting contract. The parties to the cooperative procurement will negotiate and transact any such usage in
accordance with State, County and other Public Agency procurement rules, regulations and requirements.
Contractor will hold harmless County, its officers, employees, and agents from and against all liability, including
without limitation payment and performance associated with such use. Contractor may view a list of agencies that
are authorized to use County contracts at the Procurement Department Internet home page:
http:/Avww.pima.gov/procure by selecting the link titled Authorized Use of County Contracts.

20. PATENT INDEMNITY:
Contractor will indemnify, defend and hold County, its officers, agents and employees, harmless from liability of any
nature or kind, including costs and expenses, for infringement or use of any copyrighted composition, secret
process, patented or unpatented invention, article or appliance furnished or used in connection with the MA, PO,
and associated orders, County may require Contractor to furnish a bond or other indemnification to County against
any and all loss, damage, costs, expenses, claims and liability for patent or copyright infringement.

21. INDEMNIFICATION:

Contractor will indemnify, defend, and hold harmless County, its officers, employees and agents from and against
any and all suits, actions, legal administrative proceedings, claims or demands and costs attendant thereto, arising
out of any act, omission, fault or negligence by Contractor, its agents, employees or anyone under its direction or
control or on its behalf in connection with performance of the MA, PO or associated orders. Contractor warrants
that all products and services provided under this contract are non-infringing. Contractor will indemnify, defend and
hold County harmless from any claim of infringement arising from services provided under this contract or from the
provision, license, transfer or use for their intended purpose of any products provided under this Contract.

22, UNFAIR COMPETITION AND OTHER LAWS:
Responses must comply with Arizona trade and commerce laws (Title 44 A.R.S.) and all other applicable County,

State, and Federal laws and regulations.

23, COMPLIANCE WITH LAWS:
Contractor will comply with all federal, state, and local laws, rules, regulations, standards and Executive Orders,
without limitation. In the event any services that Contractor provides under this contract require a license issued by
the Arizona Registrar of Contractors (ROC), Contractor certifies that a Contractor licensed by ROC to perform those
services in Arizona will provide such services. The laws and regulations of the State of Arizona govern the rights,
performance and disputes of and between the parties. Any action relating to this Contract must be filed and
maintained in a court of the State of Arizona in Pima County.

Offer Agreement Page 9 of 12

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Solicitation No: IFB-PO-2100065 Title: Sewer Maintenance Parts, Accessories and Supplies

24,

25.

26.

27.

28.

29.

Any changes in the governing laws, rules, and regulations during an agreement apply, but do not require an
amendment or revisions.

ASSIGNMENT:

Contractor may not assign its rights to the contract, in whole or in part, without prior written approval of County.
County may withhold approval at its sole discretion, provided that County will not unreasonably withhold such

approval.

CANCELLATION FOR CONFLICT OF INTEREST:

This contract is subject to cancellation pursuant to A.R.S. §§38-506 and 38-511, the pertinent provisions of which
are incorporated into this Contract by reference.

NON-DISCRIMINATION:
CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 which

is hereby incorporated into this contract as if set forth in full herein Including flow down of all provisions and
requirements to any subcontractors. During the performance of this contract, Contractor must not discriminate
against any employee, client or any other individual in any way because of that person's age, race, creed, color,
religion, sex, disability or national origin.

NON-APPRORIATION OF FUNDS:

County may cancel this contract pursuant to A.R.S. § 11-251(42) if for any reason the County Board of Supervisors
does not appropriate funds for the stated purpose of maintaining the contract. In the event of such cancellation,
County has no further obligation, other than payment for services or goods that County has already received.

PUBLIC RECORDS:
Disclosure. Pursuant to A.R.S. § 39-121 et seq., and A.R.S. § 34-603(H) in the case of construction or Architectural

and Engineering services procured under A.R.S. Title 34, Chapter 6, all documents submitted in response to the
solicitation resulting in award of this Contract, including, but not limited to, pricing schedules, product specifications,
work plans, and any supporting documents are public records. As such, those documents are subject to release
and/or review by the general public upon request, including competitors.

Records Marked Confidential; Notice and Protective Order. If Contractor reasonably believes that some of those

records contain proprietary, trade-secret or otherwise-confidential information, Contractor must prominently mark
those records “CONFIDENTIAL.” In the event a public-records request is submitted to County for records marked
CONFIDENTIAL, County will notify Contractor of the request as soon as reasonably possible. County will release
the records 10 business days after the date of that notice, unless Contractor has, within that period, secured an
appropriate order from a court of competent jurisdiction, enjoining the release of the records. County will not, under
any circumstances, be responsible for securing such an order, nor will County be in any way financially responsible
for any costs associated with securing such an order.

The Contractor agrees to waive confidentiality of any price terms in the event of a contract award.

CUSTO, LING, DOCUM JON AND TRANSITIONAL SUPPORT:

Costs to develop all tooling and documentation, such as and not limited to dies, molds, jigs, fixtures, artwork, film,
patterns, digital files, work instructions, drawings, etc. necessary to provide the contracted services or products and
unique to the services or products supplied to County are included in the agreed upon Unit Price unless the contract
specifically states otherwise. Such tools and documentation are the property of County and will be marked, as is
practical, as the "Property of Pima County" and County so requests, Contractor will deliver a copy of the tooling and
documentation to County within twenty (20) days of acceptance by County of the first article sample, or not later
than ten (10) days of termination of the contract associated with their development, without additional cost to
County. Contractor also agrees to act in good faith to facilitate the transition of work to a subsequent Contractor if
and as reasonably requested by County at no additional cost. Should exceptional circumstances be present that
may justify an additional charge, Contractor may submit said justification and proposed cost and negotiate an
agreement acceptable to both Contractor and County, but Contractor may not withhold any requested tooling,
document or support as defined above that would delay the orderly, efficient and prompt transition of work. Should
conduct by Contractor result in additional costs to County, Contractor will reimburse County for said actual and
incremental costs provided that County has given Contractor reasonable time to respond to County's requests for

support.

Offer Agreement

Page 10 of 12

Revised 02.07.20