Capital Pump Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CAPITAL PUMP AND EQUIPMENT, LLC
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 Capital

Pump and Equipment, LLC, a(n) Arizona limited liability company authorized to do business in
Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

On September 3, 2021under Cooperative Purchasing Agreement, the City of Chandler entered
into a contract with Contractor to purchase the goods and services described in the Water and
Wastewater Equipment Maintenance and Repair Services, City of Chandler Contract No.
PW2-936-4357(“Cooperative Purchasing Agreement”), which is attached hereto as Exhibit A.
The Cooperative Purchasing Agreement permits 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 participating 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 desires 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 patties agree as follows:

1.

Term of Agreement. The City is purchasing supplies and/or services ftom 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 September 1, 2021, until the date the contract expires on August 31, 2023
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 August 31, 2027. The initial petiod of this Agreement,
therefore, is the period from the Effective Date of this Agreement until August 31, 2023. ‘The
City may renew the term of this Agreement for up to two additional terms of two years each,

1/2/2020

or portions thereof until the Cooperative Purchasing Agreement expires on August 31, 2027.
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 two hundred and fitfy thousand dollars ($250,000) 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 disctiminate 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. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
patties hereby certify that they are not currently engaged in, and agree for the duration of the
Agteement to not engage in, a boycott of goods or services from Israel, as that term is defined
in A.R.S § 35-393.

4/29/2021

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 West Northern Ave.
Glendale, AZ 85303

And

Captial Pump and Equipment, LLC
c/o Grace Colbert

4050 Saturn Way

Chandler, AZ 85226

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

“City” “Contractor”
City of Glendale, an Arizona Capital Pump and Equipment, LLC,
municipal corporation an Arizona limited liability company
By: By:

Kevin R. Phelps Name: Jos Swinney

City Manager Title: Authorized Representative
Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CAPITAL PUMP AND EQUIPMENT, LLC

EXHIBIT A

WATER AND WASTWATER EQUIPMENT MAINTENANCE AND REPAIR SERVICES,
CITY OF CHANDLER CONTRACT NO. PW2-936-4357

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CAPITAL PUMP AND EQUIPMENT, LLC

EXHIBIT B
Scope of Work

PROJECT
Contractor shall provide equipment repair, maintenance and purchase of parts for the City of Glendale

Water and Wastewater Treatment Plants, Booster Facilities, Lift Stations and Wells. See Attached
Exhibit A.

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CAPITAL PUMP AND EQUIPMENT, LLC
EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION

Method and amount of compensation is outlined in the Water and Wastewater Equipment
Maintenance and Repair Services, City of Chandler Contract No. PW2-936-4357.

NOT TO EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work required by
the Project must not exceed $250,000 for the entire term of the Agreement.

DETAILED PROJECT COMPENSATION

See attached City of Chandler Contract No. PW2-936-4357, Exhibit B, Pricing

4/29/2021

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Gm CHANDLER
arizona City Clerk Document No.

City Council Meeting Date:__August 26, 2021

CITY OF CHANDLER PURCHASE AGREEMENT
WATER AND WASTEWATER EQUIPMENT MAINTENANCE AND REPAIR SERVICES
CITY OF CHANDLER AGREEMENT NO. PW2-936-4357

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona
municipal corporation (City), and TW Associates, Inc., an Arizona Corporation, (Contractor), (City and
Contractor may individually be referred to as Party and collectively referred to as Parties), made __
September 3 | 2021 (Effective Date),

RECITALS

A. On or about June 4, 2021, the City issued a solicitation for water and wastewater equipment maintenance
and repair services. Under the solicitation, the City proposes to enter into twelve related agreements to
purchase water and wastewater equipment maintenance and repair services in various amounts for the
prices set forth in each water and wastewater equipment maintenance and repair services agreement.
Although the amount and type of water and wastewater equipment maintenance and repair services
purchased by the City may vary, the total sum for all twelve agreements must not exceed $6,640,000.

B. City proposes to purchase water and wastewater equipment maintenance and repair services from
Contractor as more fully described in Exhibit A, which is attached to and made a part of this Agreement by
this reference.

C. Contractor is ready, willing, and able to provide the goods or services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part of this

Agreement by this reference.

D. City desires to contract with the Contractor to provide these goods or services under the terms and
conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:

SECTION I: DEFINITIONS

For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona

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City means the City of Chandler, Arizona

Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days

May, Should means something that is not mandatory but permissible

Shall, Will, Must means a mandatory requirement

SECTION Il: CONTRACTOR'S SERVICES

Contractor must perform in accordance with Exhibit A to the City’s satisfaction within the terms and
conditions of this Agreement and within the care and skill that a person who provides similar goods
services in Chandler, Arizona exercises under similar conditions. All goods or services furnished by
Contractor under this Agreement must be performed in a skilled and workmanlike manner. Unless
authorized by the City in writing, all fixtures, furnishings, and equipment furnished by Contractor as part
of the goods or services under this Agreement must be new, or the latest model, and of the most suitable
grade and quality for the intended purpose of the goods or services.

Contractor must perform in accordance with Exhibit A for the term of this Agreement. The term of the
Agreement is two years, and begins on September 1, 2021 and ends on August 31, 2023 unless sooner

terminated in accordance with this Agreement. The City and the Contractor may mutually agree to extend
the Agreement for upMOMCUPSCTOMENETMESr one year each, or porti terse The City reserves the
right, at its sole discretion, to extend the Agreement for up to 60 days beyond the expiration of any
extension term,

SECTION IV: PAYMENT OF COMPENSATION AND FEES

Unless amended in writing by the Parties, Contractor's compensation and fees must not exceed the unit
prices and amounts as more fully described in Exhibit B for performance approved and accepted by the
City under this Agreement. Contractor must submit requests for payment for goods or services approved
and accepted during the previous billing period and must include, as applicable, detailed invoices and
receipts, a narrative description of the tasks accomplished during the billing period, a list of any
deliverables submitted, and any subcontractor's or supplier's actual requests for payment plus similar
narrative and listing of their work. Payment for those goods or services negotiated as a lump sum will be
made in accordance with the percentage of the goods furnished or services completed during the
preceding billing period. Goods or services negotiated as a not-to-exceed fee will be paid in accordance
with the goods furnished or services completed during the preceding month. All requests for payment
must be submitted to the City for review and approval. The City will make payment for approved and
accepted goods or services within 30 days of the City's receipt of the request for payment. Contractor bears
all responsibility and liability for any and all tax obligations that result from Contractor's performance under

this Agreement.

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SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses pertaining
to this Agreement and records of accounts between the City and Contractor must be kept on the basis of
generally accepted accounting principles and must be made available to the City and its auditors for up to
three years following the City’s final acceptance of the goods or services under this Agreement. The City,
its authorized representative, or any federal agency, reserves the right to audit Contractor's records to
verify the accuracy and appropriateness of all cost and pricing data, including data used to negotiate this
Agreement and any amendments. The City reserves the right to decrease the total amount of Agreement
price or payments made under this Agreement or request reimbursement from the Contractor following
final contract payment on this Agreement if, upon audit of the Contractor's records, the audit discloses the
Contractor has provided false, misleading, or inaccurate cost and pricing data. The Contractor will include
a similar provision in all of its contracts with subcontractors providing goods or services under the
Agreement Documents to ensure that the City, its authorized representative, or the appropriate federal
agency, has access to the subcontractors’ records to verify the accuracy of all cost and pricing data. The
City reserves the right to decrease Contract price or payments made on this Agreement or request
reimbursement from the Contractor following final payment on this Agreement if the above provision is
not included in subcontractor agreements, and one or more subcontractors refuse to allow the City to
audit their records to verify the accuracy and appropriateness of all cost and pricing data. If, following an
audit of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the Contractor
will be liable for reimbursement of the reasonable, actual cost of the audit.

5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a substantial
change in this Agreement, thereby materially increasing or decreasing the scope of work, cost of goods,
cost of performance, or Project schedule, the goods or services will be performed as directed by the City.
However, before any modified work is started, a written amendment must be approved and executed by
the City and the Contractor. Such amendment must not be effective until approved by the City. Additions
to, modifications, or deletions from this Agreement as provided herein may be made, and the
compensation to be paid to the Contractor may accordingly be adjusted by mutual agreement of the
Parties, It is distinctly understood and agreed that no claim for extra work done or materials furnished by
the Contractor will be allowed by the City except as provided herein, nor must the Contractor do any work
or furnish any materials not covered by this Agreement unless such work is first authorized in writing. Any
such work or materials furnished by the Contractor without prior written authorization will be at
Contractor's own risk, cost, and expense, and Contractor hereby agrees that without written authorization
Contractor will make no claim for compensation for such work or materials furnished.

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full performance
of the covenants contained herein, except that the City reserves the right, at its discretion and without
cause, to terminate or abandon any purchase or service provided for in this Agreement, or abandon
any portion of the Project for which the Contractor has performed. In the event the City abandons or
suspends the purchase or services, or any part of the purchase or services as provided in this
Agreement, the City will notify the Contractor in writing and immediately after receiving such notice,
the Contractor must discontinue advancing the work specified under this Agreement. Upon such

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termination, abandonment, or suspension, the Contractor must deliver to the City all drawings, plans,
specifications, special provisions, estimates and other work entirely or partially completed, together
with all unused materials supplied by the City. The Contractor must appraise the goods or services
Contractor has completed and submit Contractor's appraisal to the City for evaluation. The City may
inspect the Contractor's goods or services to appraise the status completed. The Contractor will
receive compensation in full for goods provided or services performed to the date of such
termination. The fee will be paid in accordance with Section IV of this Agreement, and as mutually
agreed upon by the Contractor and the City. If there is no mutual agreement on payment, the final
determination will be made in accordance with the Disputes provision in this Agreement. However, in
no event may the payment exceed the payment set forth in this Agreement nor as amended in
accordance with Alteration in Character of Work, The City will make the final payment within 60 days
after the Contractor has delivered the last of the partially completed items and the Parties agree on
the final payment. If the City is found to have improperly terminated the Agreement for cause or
default, the termination will be converted to a termination for convenience in accordance with the

provisions of this Agreement.

5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence of any
one or more of the following events: in the event that (a) the Contractor fails to perform pursuant to the
terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c) the Contractor makes
a general assignment for the benefit of creditors, (d) a trustee or receiver is appointed for Contractor or
for any of Contractor's property (e) the Contractor files a petition to take advantage of any debtor's act, or
to reorganize under the bankruptcy or similar laws, (f) the Contractor disregards laws, ordinances, rules,
regulations or orders of any public body having jurisdiction, or (g) the Contractor fails to cure default within
the time requested. Where Agreement has been so terminated by City, the termination will not affect any
rights of City against Contractor then existing or which may thereafter accrue.

5.5 Indemnification. The Contractor (Indemnitor) must indemnify, defend, save and hold harmless the
City and its officers, officials, agents and employees (Indemnitee) from any and all claims, actions,
liabilities, damages, losses or expenses (including court costs, attorneys' fees and costs of claim
processing, investigation and litigation) (Claims) caused or alleged to be caused, in whole or in part,
by the wrongful, negligent or willful acts, or errors or omissions of the Contractor or any of its owners,
officers, directors, agents, employees, or subcontractors in connection with this Agreement. This
indemnity includes any claim or amount arising out of or recovered under workers' compensation law
or on account of the failure of the Contractor to conform to any federal, state or local law, statute,
ordinance, rule, regulation or court decree. The Contractor must indemnify Indemnitee from and
against any and all Claims, except those arising solely from Indemnitee's own negligent or willful acts
or omissions. The Contractor is responsible for primary loss investigation, defense and judgment
costs where this indemnification applies. In consideration of the award of this Agreement, the
Contractor agrees to waive all rights of subrogation against Indemnitee for losses arising from or
related to this Agreement. The obligations of the Contractor under this provision survive the
termination or expiration of this Agreement.

5.6 Insurance Requirements. Contractor must procure insurance under the terms and conditions and
for the amounts of coverage set forth in Exhibit C against claims that may arise from or relate to

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performance of the work under this Agreement by Contractor and its agents, representatives,
employees, and subcontractors. Contractor and any subcontractors must maintain this insurance
until all of their obligations have been discharged, including any warranty periods under this
Agreement. These insurance requirements are minimum requirements for this Agreement and in no
way limit the indemnity covenants contained in this Agreement. The City in no way warrants that the
minimum limits stated in Exhibit C are sufficient to protect the Contractor from liabilities that might
arise out of the performance of the work under this Agreement by the Contractor, the Contractor's
agents, representatives, employees, or subcontractors, Contractor is free to purchase such additional
insurance as may be determined necessary.

5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such other

duly executed documents as may be reasonably requested by the City to implement the intent of this
Agreement.

5.8 Notices, Unless otherwise provided, notice under this Agreement must be in writing and will be
deemed to have been duly given and received either (a) on the date of service if personally served on
the party to whom notice is to be given, or (b) on the date notice is sent if by electronic mail, or (c) on
the third day after the date of the postmark of deposit by first class United States mail, registered or
certified, postage prepaid and properly addressed as follows:

For the City For the Contractor
Name: Raquel McMahon Name: Josh Swinney
Title: Procurement Officer Title: Grace Colbert
Address: 175 S. Arizona Avenue Address: 4050 W. Saturn Way
Chandler, AZ 85225 Chandler, AZ 85226
Phone: 480.782.2400 Phone: 480-626-5257
Email: raquel.mcmahon@chandleraz.gov Email: gcolbert@cpepumps.com

5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors, assigns, and
legal representatives to the other party to this Agreement and to the partners, successors, assigns,
and legal representatives of such other party in respect to all covenants of this Agreement. Neither
the City nor the Contractor may assign, sublet, or transfer its interest in this Agreement without the
written consent of the other party. In no event may any contractual relation be created between any
third party and the City,

5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties required
not disposed of by agreement between the Contractor and the City, the final determination at the
administrative level will be made by the City Purchasing and Materials Manager.

5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for the

completeness and accuracy of Contractor's services, data, and other work prepared or compiled
under Contractor's obligation under this Agreement and must correct, at Contractor's expense, all
willful or- negligent errors, omissions, or acts that may be discovered. The fact that the City has
accepted or approved the Contractor's work will in no way relieve the Contractor of any of Contractor's
responsibilities.

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5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until such
time that a settlement on those claims has been reached.

5.13 City's Right of Cancellation, The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.).

5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct the
Contractor as to the details of accomplishing the work or to exercise a measure of control over the
work means that the Contractor must follow the wishes of the City as to the results of the work only.
These results must comply with all applicable laws and ordinances.

5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must assign
to the City the key personnel that will be involved in furnishing goods or performing services
prescribed in the Agreement. The City may acknowledge its acceptance of such personnel to furnish
goods or perform services under this Agreement. At any time hereafter that the Contractor desires to
change key personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain an
adequate and competent staff of qualified persons, as may be determined by the City, throughout the
performance of this Agreement to ensure acceptable and timely completion of the Scope of Work. If
the City objects, with reasonable cause, to.any of the Contractor's staff, the Contractor must take
prompt corrective action acceptable to the City and, if required, remove such personnel from the
Project and replace with new personnel agreed to by the City.

5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for approval
the names of subcontractors to be used under this Agreement. Any subsequent changes are subject

to the City’s written prior approval.

5.17 Force Majeure. If either party is delayed or prevented from the performance of any act required
under this Agreement by reason of acts of God or other cause beyond the control and without fault
of the Party (financial inability excepted), performance of that act may be excused, but only for the
period of the delay, if the Party provides written notice to the other Party within ten days of such act.
The time for performance of the act may be extended for a period equivalent to the period of delay
from the date written notice is received by the other Party.

5.18 Compliance with Federal Laws. Contractor understands and acknowledges the applicability of
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug
Free Workplace Act of 1989 to it. The Contractor agrees to comply with these laws in performing this
Agreement and to permit the City to verify such compliance.

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5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not
currently engaged in, and agrees for the duration of the Agreement, not to engage in a boycott of

Israel as defined by state statute.

5.20 Legal Worker Requirements. A.R.S. 8 41-4401 prohibits the City from awarding a contract to any
contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore,
Contractor agrees Contractor and each subcontractor it uses warrants their compliance with all
federal immigration laws and regulations that relate to their employees and their compliance with§
23-214, subsection A. A breach of this warranty will be deemed a material breach of the Agreement
and may be subject to penalties up to and including termination of the Agreement. City retains the
legal right to inspect the papers of any Contractor's or subcontractor's employee who provides goods
or services under this Agreement to ensure that the Contractor and subcontractors comply with the

warranty under this provision.

5.21 Lawful Presence Requirement. A.RS. 88 1-501 and 1-502 prohibit the City from awarding a
contract to any natural person who cannot establish that such person is lawfuily present in the United
States. To establish lawful presence, a person must produce qualifying identification and sign a City-
provided affidavit affirming that the identification provided is genuine. This requirement will be
imposed at the time of contract award. This requirement does not apply to business organizations
such as corporations, partnerships, or limited liability companies.

5.22 Covenant Against Contingent Fees. Contractor warrants that no person has been employed or
retained to solicit or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, and that no member of the Chandler City Council, or any
City employee has any interest, financially, or otherwise, in Contractor's firm. For breach or violation
of this warrant, the City may annul this Agreement without liability or, at its discretion, to deduct from
the Agreement price or consideration, the full amount of such commission, percentage, brokerage,

or contingent fee.

5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must not be
construed to be a waiver of such provisions, nor must it affect the validity of this Agreement or any
part thereof, or the right of either Party to thereafter enforce each and every provision,

5.24 Disclosure of Information Adverse to the City's Interests. To evaluate and avoid potential conflicts
of interest, the Contractor must provide written notice to the City, as set forth in this Section, of any
work or services performed by the Contractor for third parties that may involve or be associated with
any real property or personal property owned or leased by the City. Such notice must be given seven
business days prior to commencement of the services by the Contractor for a third party, or seven
business days prior to an adverse action as defined below. Written notice and disclosure must be sent
to the City’s Purchasing and Materials Manager. An adverse action under this Agreement includes, but
is not limited to: (a) using data as defined in the Agreement acquired in connection with this
Agreement to assist a third party in pursuing administrative or judicial action against the City; or (b)
testifying or providing evidence on behalf of any person in connection with an administrative or

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judicial action against the City; or (c) using data to produce income for the Contractor or its employees
independently of performing the services under this Agreement, without the prior written consent of
the City. Contractor represents that except for those persons, entities, and projects identified to the
City, the services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s interests.
Contractor's failure to provide a written notice and disclosure of the information as set forth in this
Section constitute a material breach of this Agreement.

5.25 Data Confidentiality and Data Security. As used in the Agreement, data means all information,
whether written or verbal, including plans, photographs, studies, investigations, audits, analyses, samples,
reports, calculations, internal memos, meeting minutes, data field notes, work product, proposals,
correspondence and any other similar documents or information prepared by, obtained by, or transmitted
to the Contractor or its subcontractors in the performance of this Agreement. The Parties agree that all
data, regardless of form, including originals, images, and reproductions, prepared by, obtained by, or
transmitted to the Contractor or its subcontractors in connection with the Contractor's or its
subcontractor’s performance of this Agreement is confidential and proprietary information belonging to
the City. Except as specifically provided in this Agreement, Contractor or its subcontractors must not
divulge data to any third party without the City’s prior written consent. Contractor or its subcontractors
must not use the data for any purposes except to perform the services required under this Agreement.
These prohibitions do not apply to the following data provided to the Contractor or its subcontractors have
first given the required notice to the City: (a) data which was known to the Contractor or its subcontractors
prior to its performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors by a
third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had the legal
right to make such disclosure and the Contractor or its subcontractors are not otherwise required to hold
such data in confidence; or (c) data which is required to be disclosed by virtue of law, regulation, or court
order, to which the Contractor or its subcontractors are subject. In the event the Contractor or its
subcontractors are required or requested to disclose data to a third party, or any other information to
which the Contractor or its subcontractors became privy as a result of any other contract with the City, the
Contractor must first notify the City as set forth in this Section of the request or demand for the data, The
Contractor or its subcontractors must give the City sufficient facts so that the City can be given an
opportunity to first give its consent or take such action that the City may deem appropriate to protect such
data or other information from disclosure. Unless prohibited by law, within ten calendar days after
completion or termination of services under this Agreement, the Contractor or its subcontractors must
promptly deliver, as set forth in this Section, a copy of all data to the City. All data must continue to be
subject to the confidentiality agreements of this Agreement. Contractor or its subcontractors assume all
liability to maintain the confidentiality of the data in its possession and agrees to compensate the City if
any of the provisions of this Section are violated by the Contractor, its employees, agents or subcontractors.
Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this Section must be deemed
to cause irreparable harm that justifies injunctive relief in court. Contractor agrees that the requirements
of this Section must be incorporated into all subcontracts entered into by Contractor. A violation of this
Section may result in immediate termination of this Agreement without notice.

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5.26 Personal Identifying Information-Data Security. Personal identifying information, financial

account information, or restricted City information, whether electronic format or hard copy, must be
secured and protected at all times by Contractor and any of its subcontractors. At a minimum,
Contractor must encrypt or password-protect electronic files. This includes data saved to laptop
computers, computerized devices, or removable storage devices. When personal identifying
information, financial account information, or restricted City information, regardless of its format, is
no longer necessary, the information must be redacted or destroyed through appropriate and secure
methods that ensure the information cannot be viewed, accessed, or reconstructed. In the event that
data collected or obtained by Contractor or its subcontractors in connection with this Agreement is
believed to have been compromised, Contractor or its subcontractors must immediately notify the
City contact. Contractor agrees to reimburse the City for any costs incurred by the City to investigate
potential breaches of this data and, where applicable, the cost of notifying individuals who may be
impacted by the breach, Contractor agrees that the requirements of this Section must be incorporated
into all subcontracts entered into by Contractor. It is further agreed that a violation of this Section
must be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations of
Contractor or its subcontractors under this Section must survive the termination of this Agreement.

5.27 Jurisdiction and Venue. This Agreement is made under, and must be construed in accordance
with and governed by the laws of the State of Arizona without regard to the conflicts or choice of law
provisions thereof. Any action to enforce any provision of this Agreement or to obtain any remedy
with respect hereto must be brought in the courts located in Maricopa County, Arizona, and for this
purpose, each Party hereby expressly and irrevocably consents to the jurisdiction and venue of such

court.

5.28 Survival. All warranties, representations, and indemnifications by the Contractor must survive
the completion or termination of this Agreement.

5.29 Modification. Except as expressly provided herein to the contrary, no supplement, modification,
or amendment of any term of this Agreement will be deemed binding or effective unless in writing

and signed by the Parties.

5.30 Severability. If any provision of this Agreement or the application to any person or circumstance
may be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the
application will not be affected and will be enforceable to the fullest extent permitted by law.

5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter is

merged and superseded.

5,32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement
is hereby expressly made of the essence.

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5,33 Date of Performance, If the date of performance of any obligation or the last day of any time
period provided for should fall on a Saturday, Sunday, or holiday for the City, the obligation will be
due and owing, and the time period will expire, on the first day after which is not a Saturday, Sunday
or legal City holiday. Except as may otherwise be set forth in this Agreement, any performance
provided for herein will be timely made if completed no later than 5:00 p.m. (Chandler time) on the

day of performance.

5.34 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights or
benefits in the Agreement to anyone other than the City and the Contractor, and all duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of

City and the Contractor and not for the benefit of any other party.

5.35 Conflict in Language. All work performed must conform to all applicable City of Chandler codes,
ordinances, and requirements as outlined in this Agreement. If there is a conflict in interpretation
between provisions in this Agreement and those in the Exhibits, the provisions in this Agreement
prevail.

5.36 Document/Information Release. Documents and materials released to the Contractor, which are
identified by the City as sensitive and confidential, are the City's property. The document/material
must be issued by and returned to the City upon completion of the services under this Agreement.
Contractor's secondary distribution, disclosure, copying, or duplication in any manner is prohibited
without the City’s prior written approval. The document/material must be kept secure at all times. This
directive applies to all City documents, whether in photographic, printed, or electronic data format.

5.37 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by
reference:

Exhibit A - Project Description/Scope of Work Exhibit E - Electric Motor Policy
Exhibit B - Compensation and Fees

Exhibit C - Insurance Requirements

Exhibit D - Special Conditions

5.38 Special Conditions. As part of the goods furnished or the services Contractor provides under this
Agreement, Contractor agrees to comply with and fully perform the special terms and conditions set
forth in Exhibit D, which is attached to and made a part of this Agreement.

In addition to the City of Chandler and with approval of the
Contractor, this Agreement may be extended for use by other municipalities, school districts and
government agencies of the State. Any such usage by other entities must be in accordance with the
ordinance, charter and/or procurement rules and regulations of the respective political entity.

if required to provide services on a school district property at least five times during a month,
Contractor will submit a full set of fingerprints to the school of each person or employee who may
provide such service. The District will conduct a fingerprint check in accordance with A.R.S. 41-1750
and Public Law 92-544 of all Contractors, subcontractors or vendors and their employees for which

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fingerprints are submitted to the District. Additionally, the Contractor will comply with the governing
body fingerprinting policies of each individual school district/public entity. Contractor, sub-
contractors, vendors and their employees will not provide services on school district properties until

authorized by the District.

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

who utilize this Agreement.

5.40 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all applicable City,
state, and federal non-discrimination and anti-harassment laws, rules, and regulations.

5.41 Licenses and Permits. Beginning with the Effective Date and for the full term of this Agreement,
Contractor must maintain all applicable City, state, and federal licenses and permits required to fully

perform Contractor's services under this Agreement.

5.42 Warranties. Unless otherwise provided in Exhibit D, the Contractor must furnish a one-year
warranty on all work and services performed under this Agreement. Contractor must furnish, or cause
to be furnished, a two-year warranty on all fixtures, furnishings, and equipment furnished by
Contractor, subcontractors, or suppliers under this Agreement. Any defects in design, workmanship,
or materials that do not comply with this Agreement must be corrected by Contractor (including, but
not limited to, all parts and labor) at Contractor's sole cost and expense. All written warranties and
redlines for as-built conditions must be delivered to the City on or before the City’s final acceptance
of Contractor's services under this Agreement.

5.43 Liens. The Contractor warrants that the materials supplied under this Agreement are free of liens and
will remain free of liens.

5.44 Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants
that, for one year after acceptance by the City of the materials, they will be (a) of a quality to pass without
objection in the trade under the Agreement description, (b) fit for the intended purposes for which the
materials are used, (c) within the variations permitted by the Agreement and are of even kind, quantity,
and quality within each unit and among all units, (d) adequately contained, packaged and marked as the
Agreement may require, and (e) conform to the Contractor's written promises or affirmations of fact.

5.45 Fitness, The Contractor warrants that any material supplied to City will fully conform to all
requirements of the Agreement and all the Contractor's representations, and will be fit for all purposes
and uses required by the Agreement.

5.46 Inspection/Testing. The warranties set forth in the Agreement are not affected by the City’s inspection
or testing of or payment for the materials by the City.

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5.47 Packing and Shipping. The Contractor will be responsible for industry standard packing, which
conforms to requirements of carrier's tariffs and Interstate Commerce Commission (ICC) regulations.
Containers must be clearly marked as to lot number, destination, address, and purchase order number.

5.48 Delivery, All prices are F.0.B. Destination and include all delivery and unloading at the specified
destinations. The Contractor will retain title and control of all goods until they are delivered and accepted
by the City, All risk of transportation and all related charges will be the responsibility of the Contractor. All
claims for visible or concealed damage will be filed by the Contractor. The City will notify the Contractor
promptly of any damaged goods and will assist the Contractor in arranging for inspection.

5.49 Risk of Loss, The Contractor will bear all loss of conforming material covered under this Agreement
until received by authorized personnel at the location designated in the purchase order or Agreement.
Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials will remain
with the Contractor regardless of receipt.

5.50 Current Products. All products offered in response to this solicitation will be in current and ongoing
production; will have been formally announced for general marketing purposes; will be a model or type
currently functioning in a user (paying customer) environment and capable of meeting or exceeding all
specifications and requirements set forth in the City’s solicitation.

5.51 Annual Usage Report. Upon request, the Contractor will furnish to the City an annual usage report
delineating the acquisition activity governed by the Agreement. The format of the report will be approved
by the City and will disclose the quantity and the dollar value of each agreement item by individual

purchasing unit.

5.52 Catalogs/Agreement_Price Listing. As applicable, the Contractor will furnish to all requesting

departments catalogs at no cost, which will outline agreement prices.

5.53 Emergency Purchases. City reserves the rights to purchase from other sources those items,
which are required on an emergency basis and cannot be supplied immediately by the Contractor,

5.54 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of Chandler.
The City reserves the right to obtain like goods or services from another source when necessary.

5.55 Budget Approval into Next Fiscal Year. This Agreement will commence on the Effective Date and

continue in full force and effect until it is terminated or expires in accordance with the provisions of this
Agreement. The Parties recognize that the continuation of this Agreement after the close of the City's fiscal
year, which ends on June 30 of each year, is subject to the City Council's approval of a budget that includes
an appropriation for this item as an expenditure. The City does not represent that this budget item will be
actually adopted. This determination is solely made by the City Council at the time Council adopts the
budget.

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This Agreement shall be in full force and effect only when it has been approved and executed by the
duly authorized City officials.

FOR THE CITY FOR THE CONTRACTOR
By: By: Nosh, Swivneay
Branch Manager
Its: Mayor Its:

APPROVED AS TO FORM:

By:
City Attorney

ATTEST:

By:

City Clerk

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131

1.2

1.3

1.4

1.5

1.6

EXHIBIT A TO AGREEMENT
SCOPE OF WORK

SCOPE

Contractor will provide equipment repair for various City departments, which currently include
Water Production, Wastewater Treatment, Wastewater Collection, Reverse Osmosis, Solid Waste
and Streets. The contract is separated into Six categories as indicated below.

Water Treatment and Booster Facilities Pump and Process Equipment Sales and Maintenance.

This work will take place at the City's Pecos Water Treatment Facility and reservoir / booster stations at
various locations throughout the City. This category will Include work on all types of pumps, valves and
process equipment common to water treatment and booster station facilities.

Wastewater Treatment and Lift Station Pump and Process Equipment Sales and Maintenance.
This work will take place at the City's Airport Water Reclamation Facility, Lone Butte Wastewater
Facility, Ocotillo Water Reclamation Facility, Lift Stations and Wastewater Facilities at various
locations throughout the City. This category will Include work on all types of pumps, valves and
process equipment common to wastewater treatment and lift station facilities.

Potable Well, Aquifer Storage and Recovery Well (ASR), Monitor Well, and Leachate recovery well
pump and Equipment Sales and Maintenance.

This work will take place at various well locations throughout the City. This category will Include
work on both Line shaft and Submersible type well pump systems, well maintenance, rehabilitation
and repair, as well as work on all types of pumps, valves and process equipment common to
potable, ASR and monitor well and leachate recovery facilities.

Chandler Reverse Osmosis Plant Pumps and Process Equipment Sales and Maintenance,

This work will take place at the City's Reverse Osmosis Facility. This category will Include work on
all types of pumps, valves and process equipment common to Industrial reverse osmosis water
treatment facilities.

Other City Facilities

This work will take place at the City's other facilities such as City owned buildings, parks, pools, and
street storm water facilities. This category will include work on all types of pumps, motors and
equipment common to these facilities.

OEM Parts and Service
This work will take place at any of the city Facilities. This category is for work to be performed by
the authorized manufacturer's representative for the OEM products listed in Section 4 of the price

page,

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