Linking Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
HENRY BROS., INC. dba DECA SOUTHWEST

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

, 2022, between the City of Glendale, an Arizona municipal corporation (the “City”), and Henry

Bros., Inc. dba DECA Southwest, a(n) Arizona corporation authorized to do business in Arizona
(“Contractor”), collectively, the “Parties.”

RECITALS

On February 1, 2020, under S.A.V.E Cooperative Purchasing Agreement, the City of Mesa
entered into a contract with Contractor to purchase the goods and services described in the
Electrical Maintenance, Installations and Lighting Repairs Contract, Contract No. 2020027
(“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 setvices 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 parties agtee as follows:

1.

Term of Agreement. The City is purchasing supplies and/or services from Contractor
putsuant 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 February 1, 2020, until the date the contract expires on January 31, 2023
unless the term of the Cooperative Purchasing Agreement is extended by the mutual
agreement of the original contracting parties. The Cooperative Putchasing Agreement,
however, may not be extended beyond January 31, 2025. The initial period of this Agreement,
therefore, is the period from the Effective Date of this Agreement until January 31, 2023. The

1/2/2020

NO

City may renew the term of this Agreement for two (2) one-year periods if the Cooperative
Purchasing Agreement is likewise extended. 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 ate
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 thousand dollars ($100,000) annually or three
hundred thousand dollars ($300,000) 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 requite any Sub-contractor to be bound to the
same requirements as stated within this section. Contractor, and on behalf of any
subconttactots, 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
tequirements 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
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement 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 Catd Industry Data Secutity Standard (PCI DSS) attestation of
compliance cettificate signed by an officer of Contractor with oversight tesponsibility.

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

City of Glendale

c/o Linda Musset-Contract Monitor

6210 W. Myrtle Ave, Suite 111
Glendale, AZ 85301

And

Henry Bros., Inc dba

DECA Southwest

1404 W. San Pedro St.

Gilbert, AZ 85233
Collin.Stevenson@DECAsw.com

IN WITNESS WHEREOF, the

set forth above.
“City”
City of Glendale, an Arizona

municipal corpotation

By:

Kevin R. Phelps
City Manager

ATTEST:

Julie I. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

parties hereto have executed this Agreement as of the date and year

“Contractor”

Henry Bros., Inc dba DECA Southwest,
an Arizona corporation

By: Lex " ‘a ees

Name: Collin Stevenson
Title: Saxtice Manager

General.

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
HENRY BROS., INC. dba DECA SOUTHWEST

EXHIBIT A

(CITY OF MESA CONTRACT NO. 2020027
ELECTRICAL MAINTENANCE, INSTALLATIONS AND LIGHTING REPAIRS)

4/29/2021

rN
mesa-az

AGREEMENT PURSUANT TO SOLICITATION

MBER 2020027 —
ELECTRICAL MAINTENANCE, INSTALLATIONS AND LIGHTING REPAIRS

CITY OF MESA, Arizona (''City”)_ _

_Department Name City of Mesa — Purchasing Division __
Mailing Address P.O. Box1466

_| Mesa, AZ 85211-1466
4.20 East Main St, Suite 400

_ cee ng Mesa, AZ 85201

Attention Jess Romney, CPPB
Procurement Officer

Jess.Romney@MesaAZ.gov
(480) 644-5798
(480) 644-2655

Delivery Address

With a copy to: City of Mesa ~ PRCF
Attn: Candace Robideau,
Purchasing & Accounting Specialist
P.O. Box 1466
Mesa, AZ 85211-1466
Candace. Robideau@MeseAZ.qov

AND

HENRY BROS., INC. dba DECA SOUTHWEST, (“Contractor”)
Mailing Address 1404 W. San Padro
Gilbert, AZ 85233

_Remit to Address

Collin Stevenson

| Service Manager eet
Collin.Stevenson@DECAsw.com _

_{ (602) 437-2700 x114
(480) 962-4008

‘Attention

fi
i
oe a

i
i
i

boy

Page 1 of 26

CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

This Agreement pursuant to solicitation (“Agreement”) is entered into this 19t day of November 2019, by
and between the City of Mesa, Arizona, an Arizona municipal corporation (“City’}, and Henry Bros., Inc.
dba DECA Southwest, a(n) Arizona corporation (“Contractor”). The City and Contractor are each a “Party”
to the Agreement or together are “Parties” to the Agreement.

RECITALS:

A. The City issued solicitation number 2020027 (‘Solicitation’) for Electrical Maintenance, Installations
and Lighting Repairs, to which Contractor provided a response (“Response”); and

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

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

following Terms & Conditions.

1. Term. This Agreement is for a term beginning on February 1, 2020 and ending on January 31, 2023.
The use of the word “Term” in the Agreement includes the aforementioned period as well as any
applicable extensions or renewals in accordance with this Section 1.

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

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

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

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

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

Page 2 of 26

4, Document Order of Precedence. In the event of any inconsistency between the terms of the body of

the Agreement, the Exhibits, the Solicitation, and Response, the language of the documents will control
in the following order.

a.
b.

G
d.

Agreement

Exhibits

1, Mesa Standard Terms & Conditions
2, Scope of Work

3. Other Exhibits not listed above
Solicitation including any addenda
Contractor Response

5. Payment.

5.1

5.2

5.3

5.4

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

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

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

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

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

During the sixty (60) day period prior to Contract expiration date of the Agreement, the
Contractor may submit a written request to the City to allow an increase to the prices in an
amount not to exceed the twelve (12) month change in the Consumer Price Index for All
Urban Consumers (CP!-U), US City Average, All Items, Not Seasonally Adjusted as published
by the U.S. Department of Labor, Bureau of Labor Statistics (htte://www.bis.gov/cpi/home.htm).

The City shall review the request for adjustment and respond in writing; such response and
approval shall not be unreasonably withheld.

Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing
as the initial Term. If the Agreement is renewed in accordance with Section 1, pricing may be

adjusted for amounts other than inflation that represent actual costs to the Contractor based
on the mutual agreement of the parties. The Contractor may submit a request for a price
adjustment along with appropriate supporting documentation demonstrating the cost to the
Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted

Page 3 of 26

thereafter as outlined in the previous section. There is no guarantee the City will accept a price
adjustment.

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

Contractor name, address, and contact information;

City billing information;

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

Payment terms;

Date of service or delivery;

Description of materials or services provided;

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

If applicable, miteage or travel costs; and

Total amount due.

aT se>peaeoe

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

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

Insurance.

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

6.2 Nothing in this Section 6 limits Contractor's responsibility to the City. The insurance
requirements herein are minimum requirements for the Agreement and in no way limit any
indemnity promise(s) contained in the Agreement.

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

Page 4 of 26

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

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

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

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

6.8 All insurance certificates and applicable endorsements are subject to review and approval by
the City’s Risk Management Division,

6.9 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of
the Agreement, at a minimum, the following:

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

6.9.2 The Contractor shall maintain at all times during the term of this contract, a
minimum amount of $3 million per occurrence/$5 million aggregate Commerciat
General Liability insurance, including Contractual Liability. For General Liability
insurance, the City of Mesa, their agents, officials, volunteers, officers, elected
Officials or employees shall be named as additional insured, as evidenced by
providing an additional insured endorsement.

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

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

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

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

Page 5 of 26

10.

11.

12.

13.

14,

16.

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

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

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

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

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

Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two

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

Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby
incorporated by reference into the Agreement as if written out and included herein. In the event of

any inconsistency between the terms of the body of the Agreement and the Exhibits, the language
of the Agreement will control.

Exhibits to this Agreement are the following:

e (A) Special Terms and Conditions and Detailed Specifications
e (B) Pricing
« (C) Mesa Standard Terms and Conditions

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

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

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

Page 6 of 26

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

of the Agreement and the attached exhibits.

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

CITY OF MESA, ARIZONA

Digitally signed by Edward Quedens
ON: cn=Edward Quedens, o=Ctiy of

Mesa, Arizona, ou=Business Services,
By: email=ed.quedens@mesaaz.gov,
Ss
' Date: 2019.11.20 17:36:53 -07'00'

Adobe Acrobat version:
2019,021.20049

HENRY BROS., INC. dba DECA SOUTHWEST

By: Mle Heaprbom—
CAlixe

Sisson!

Printed Name

Printed Name

Serveer Mies pz

Title

Title

W7MF

Date

N/A Jf! -

Jess Ropiy ripe, CPPB ta
nt Officer bers

Procure:

Date .

Page 7 of 26

EXHIBIT A
SCOPE OF WORK

SPECIAL TERMS AND CONDITIONS

DEFINITION GF TERMS: For the purpose of these specifications, the following words and terms
shall be defined as hereinafter set forth:

1.4. "Agreement" shall mean this contract with the City of Mesa for Electrical Maintenance Services.
1.2 "City" shall mean the City of Mesa, Arizona, its officers, employees, or representatives,

1.3 “Contract Boundaries" shall mean the area within the perimeter of each individual contract
service area described and listed in this original agreement or later added by change order.

1.4 "Contractor" shall mean the person, corporation, or partnership contracted to perform lake
maintenance services under this Agreement.

1.5 "May" shall mean permissive.
1.6 "Should" shall mean expected.
1.7 "Shall" shall mean mandatory.

1.8 "Routine Work" shall mean all work tasks/requirements described in the Detailed Specifications
Section of this contract.

1.9 "Emergency Response Work" shall mean any work the City requests the Contractor to perform
which is in response to an immediate hazard or other emergency as determined by the City.
The Contractor must be available to commence work within two hours of receiving the City's
request.

1.10 Seasonal Hours” shall mean the cperational hours and/or schedule which the Parks,
Recreation, and Community Facilities (PRCF) - Parks Maintenance Division utilizes.
© October 1 - April 30: 6:00 AM - 2:30 PM
¢ May 1~- September 30: 5:00 AM — 1:30 PM

1.11 “Corrective Work" shall mean any requested work tasks the City finds to be incomplete,
deficient, or unsatisfactory that must be rectified by the Contractor.

1.12 “Withholding Notice” a notice used to inform the Contractor of unsatisfactory work performance,
correction time limits, and deduction amounts if not satisfactorily resolved.

1.13 “Release” is the notice issued to the Contractor that demonstrates Withholding deficiencies
have been corrected to the City’s satisfaction.

1.14 “Deduction” shall mean money that is deducted from the Contractor’s invoice as a result of
unsatisfactory performance of services that were not satisfactorily corrected.

1.18 “Non-Performance Fees” shall mean a predetermined amount of money that must be paid as
damages for failure to perform under a contract.

PROJECT SPECIFICATIONS: Unless otherwise specified, service for routine contract pay items and
special work items shall include furnishing all labor, supervision, equipment, tools, fuel, materials
{unless provided by the City in accordance with these documents), insurance, bonding, and all other
items incidental thereto which are necessary to perform the work as specified. The Contractor shall
provide a yard for parking, maintenance, and storage of supplies and equipment at a site other than
on City property and at no added cost to the City.

ADDITIONS AND DELETIONS: The City may add and/or delete maintenance areas at any time by
change order. The Contractor will be paid for all approved services satisfactorily completed. The
City reserves the right to utilize the prices and services originally proposed for future award
recommendations. Pricing for areas added to the contract shall be consistent with pricing for other
comparable contract sites.

Page 8 of 26

VANDALISM AND VEHICLE ACCIDENTS: If an accident occurs while performing work on City or
Mesa Public Schools property, the Contractor shall report the accident to the City within two (2)
working hours of discovery. All cases of vandalism shall be reported to the City immediately. The
City will review the situation and determine the appropriate course of actlon.

DISPOSAL OF DEBRIS, TRASH, OR OTHER WASTE: All debris, trash or other waste that is
accumulated or generated from the work performed under this agreement shall be removed from the
Contract Sites. Using City waste receptacles are prohibited. The transport and disposal of said
materials shall be in compliance with federal, state, county, and City laws and regulations.

The Contractor is solely responsible for any disposal fees (dumping charges), incurred due to routine
work. Fees for disposal of debris accumulated from extra work or emergency response work shall
be listed as “Extra” or “Emergency Response Work” on the invoices as a separate item to be
reimbursed by the City. The disposal must be at an authorized fandfill. Disposal costs greater than
the areas current fee range will be the responsibility of the Contractor. A copy of the disposal fee
invoice must be submitted with the extra work invoice to receive payment.

CONTRACTORICITY COMMUNICATIONS:

6.1 Local Office. Throughout the period of this contract, the Contractor shall establish and
maintain a local office and an authorized managing agent. The local office shall be within a
one (1) hour drive time from the contract area.

Contractor's local managing agent shall serve as the point of contact for dealing and
communicating with the City. Upon City request, the General Manager, President or their
designee shall meet with City representatives within twenty-four (24) hours of receiving notice.

6.2 City Contact. The Contractor's primary contact will be the PRCF Parks Maintenance Foreman
or authorized City representative in ail matters pertaining to change orders, invoice
authorization, schedule approvals or daily performance of this contract.

6.3 Field Supervisor. The Contractor shall furnish one (1) qualified field supervisor that speaks,
reads and writes in English. The field supervisor shall oversee the work of their staff, perform
inspections of completed work, meet with the City representative upon request within one (1)
working day, and submit inspections and daily work reports to the City during the first hour of
the City’s workday (Monday thru Friday).

Field Supervisors shall not perform routine duties, but should be available to manage staff,
respond to deficiencies and emergency callouts, inspect work of field staff, complete and
submit daily paperwork to the City. Additionally, the Field Supervisor shail not also function as
a crew leader or foreman and shall have separate transportation to be able to move
independently between jobsites.

The Field Supervisor may not supervise cther contracts unless approved by the City.

The Contractor shall provide the Field Supervisor a mobile telephone device with voice calling,
text, company email, and photo capabilities for the purpose of communicating with City. The
device must be kept in operational condition.

Contractor shall provide a daytime contact to address complaints as they arise.

CONTRACTOR'S EMPLOYEES: The awarded Contractor shall supply proper levels of manpower,
equipment and supplies to perform work to acceptable standards in the required timeframes.

7.1 Identification. All Contractor staff assigned to work under this contract shall be cleared through
the City's background check process, have a City issued security badge with a rating of level
two (2) visibly displayed, and be in company uniform bearing the Contractors name upon
commencing work.

Contractor personnel assigned to this contract may be required to be fingerprinted in
conjunction with a background check through the City of Mesa. All expenses related to this
process will be paid by the City of Mesa.

Page 9 of 26

7.2

7.3

7.4

7.5

City security/identification badges issued to Contractor personnel are City property that shall
be returned to the City upon termination/separation of employment, or at the end of contract
term. Failure to do so will result in Non-Performance Fees charges being deducted from the
billing cycle immediately following the incident.

Only Contractor employees authorized by the City are allowed on contract sites while
performing services. Individuals not authorized by the City (friends, acquaintances, family
members, assistants, etc.) are prohibited.

All contracted employees performing work at a Mesa Public Schools facility must check in at
the front office daily prior to work beginning. The employee must have an identification badge
at all times in clear view, with picture ID and name of firm. In addition, the employee shirt must
have the company name on it. Failure to have any of these items will result with the employee
being escorted off property.

Driver's License. Employees driving the Contractor's vehicles shall at all times possess and
carry a valid vehicle operator's license issued by the State of Arizona, the class of which shall
be appropriate for the vehicles operated, in accordance with State law.

Conduct. Contractor personnel (employees and/or officers) shall not identify themselves as
being employees of the City of Mesa. They shall conduct themselves in such a manner as to
avoid embarrassment to the City of Mesa. Additionally, it is expected that all interactions with
the public or City officials be professional and courteous. In the event of difficulty with the
public or City officials, the City shall be notified immediately.

The Contractor shail prohibit its employees from using any substances (drugs, alcohol, etc.)
that may cause impairment while performing their duties under this contract. Contractor staff
suspected of being impaired shall be immediately removed from performing work under this
contract.

Contractor employees that exhibit poor conduct, as determined by City shall be removed from
the contract upon the City’s request.

The Contractor shall be liable for any damages or losses caused by its employees, equipment,
or agents during the agreement period.

List of Employees. The Contractor shall submit a list of all employee names who will perform
work under this contract no later than ten (10) business days prior to the start date. The list
must include full name, driver's license number with expiration date, job title, and relevant
certifications. Changes to the employment list shall be reported to the City within twenty-four
(24) hours with an updated list provided at least monthly. Failure to submit lists as stated shall
be subject to Non-Performance Fees as set forth in Special Terms and Conditions Section
13.0. Repeated failures may result in a Notice of Default,

Communications Skills, Supervisors and at least one (1) crew member of each work crew
shall be proficient enough in the English language to receiveltransmit oral or written
instructions, interpret work request and otherwise communicate with City representatives.

CONTRACTOR'S EQUIPMENT:

8.1

8.2

Vehicles and Equipment. The. Contractor shall submit to the City prior to the start of the
contract and keep up to date for the duration, its inventory of vehicles and equipment that will
be used, All vehicles and equipment are to be maintained in good repair, both mechanically
and in appearance.

Vehicle Identification. All Contractor vehicles used under this agreement must be clearly
identified with the name of the company, assigned vehicle number, and phone number of the
local office on each side of the vehicle.

The City reserves the right to inspect the Contractor's vehicles at any time to ascertain said
condition.

Contractor vehicles that cause damage (turf or irrigation system, leaking fluids on concrete or

Page 10 of 26

8.3

other hard surface areas, etc.) may be subject to actual repair and/or cleanup costs, Non-
Performance Fees may also apply.

Vehicle Use and Access. Designated access points, pathways, and parking areas are
generally the least likely to cause damage and it is expected that they be used. Departing from
these approved instructions will result in Non-Performance Fees, and additional repair costs
shall be the responsibility of the Contractor if damage occurs.

Vehicles shall not be permitted to enter a turf, xeriscape, or natural habitat area from a
perimeter roadway, pathway, or parking lot, without the prior approval of the City. Parking on
sidewalks shall be restricted. The Contractor wili not at any time be allowed to park on a
sidewalk adjacent to any Arterial or Major Collector Street without providing appropriate
barricading or traffic control (per Traffic Barricading Manual), to allow Pedestrian traffic a safe
route around vehicles. The contractor will repair any damage caused by entering these areas
at no cost to the City of Mesa.

During the day-to-day performance of work under this contract, the Contractor shall make every
reasonable effort to ensure their vehicles do not enter the Critical Root Zone (CRZ) of City
trees. Tasks that may require a vehicle to operate within the CRZ shall be performed with the
utmost care, to minimize the impact. The City shall be notifted prior to entering the CRZ.

The CR2Z is equal to three feet (3') outside the dripline or one foot (1’) radially from the tree for
every one inch (1”) of trunk diameter at the breast height, whichever is greater. The intent of
this requirement is to eliminate unnecessary compaction of the soil within the CRZ of trees and
palms.

9. SCHEDULING OF WORK:

9.1

9.2

Routine Work Schedule. Contractor shall coordinate all repair/installation schedules with the
City of Mesa point of contact before beginning work. Ail routine work must be scheduled within
two (2} working days of approval by the City of Mesa. All electrical work requiring a power
outage shall be made during an approved time limit and must be coordinated by the designee
point of contact.

Work Hours/Holiday Schedule. Work shall not be conducted on the following holidays
observed by the City of Mesa.

New Year's Day ~ January 1

Martin Luther King Day - Third Monday in January

Presidents’ Day - Third Monday in February

Memorial Day - Last Monday in May

Independence Day - July 4

Labor Day - First Monday in September

Veterans’ Day - November 11

Thanksgiving Holiday - Fourth Thursday and the following Friday in November
Christmas Day - December 25

-“I@mMo0OD>

10. COMPENSATION:
10.1 Payment. Contractor's invoices shall be rendered per completed work order request. Invoices

shall be itemized by completed job. Each invoice shall include:
a) Location of work and assigned purchase order number
b) Description of labor charges
c) Equipment Charges
d) Description of material charges and materials used
e) Total charge

Any and all work for which a complete and accurate invoice is not received by the City within
forty-five (45) days of completion shall not be paid.

Page 11 of 26

Payment for work in any given area will be upon completion and acceptance by the City.

At the City's request, the Contractor shall submit copies of payroll reports. Payroll reports shall
include names of employees, hours worked, days worked, location worked, and classification
for all employees who performed the work.

The amounts invoiced shall be those agreed upon by this contract or by change order to the
contract. The unit price shall include all labor, materials (unless supplied by the City),
equipment, overhead, profit, and any other incidental costs to perform the contracted

maintenance.
A. Deductions to Payments Due: The City shall establish the payment amount. If the

Contractor fails to perform the work in accordance with the contract, the City may hold
part or all payments due to the Contractor. Payment may be withheld (never paid) if
the Contractor fails to perform or fails to satisfactorily correct poor performance within
the Correction Time Limit Schedule. Deficiencies resolved within acceptable time limits
and to the City’s satisfaction will be released for payment.

The City may determine it Is necessary to hire an outside contractor to perform work
that was not or could not be corrected to the City's satisfaction by the primary
Contractor. The City shall withhold the cost of such outside services in the billing cycle
immediately following the incident.

B. Failure to correct areas identified as deficient by the City within the limits of this
correction time limit schedule, unless written extensions have been authorized, may
result in cause for termination of the contract in accordance with provisions of this
document.

CORRECTION TIME LIMIT SCHEDULE
(Time starts upon receipt of notification)
Emergency Response Work 2 Hour Response — Complete ASAP
Unsatisfactory Service 2 Working Days

10.2 Payment Requests, Work Reports, and Re-inspection. The Contractor shall submit to the City
a detailed report of work items completed per project. The report will be due within one (1)
hour after the City work shift begins on the workday after completion of the work. Late submittal
of reports or inclusion of incomplete tasks may result in a re-inspection fee charge.

Emergency Response items shall be reported daily, whether complete or not.

The City will inspect the work listed and approve or disapprove each item for payment. Items
found to be incomplete or deficient in workmanship will be noted and a withholding notice issued
to the Contractor. The withholding notice will be considered official notification of deficiencies.
Additional information concerning the specifics of the deficiency will be given to the Contractor
upon request. Deficient or incomplete work must be corrected in accordance with Special Terms
and Conditions paragraph 10.1A.

If after a second inspection by the City, the City Inspector again finds serious deficiencies, or
incompleteness, a $50.00 re-inspection fee will be assessed for each area found in this
condition. Accumulated re-inspection fees will be deducted from the Contractor's monthly
payment.

EMERGENCY RESPONSE: The Contractor shall be prepared to respond to electrical emergency
calls on a twenty-four (24) hour, seven (7) day per week basis. "Emergency Response Work" shall
mean any work the City requests the Contractor to perform which is in response to an immediate
hazard or other emergency as determined by the City. The Contractor must commence work within
two (2) hours of receiving the City's request. Failure to respond shall be considered a default of
Contract. Repeated failures are subject to termination as set forth in Exhibit C section 16.

The Contractor shall provide the names and phone numbers of employee(s) who will be assigned to
respond to after-hour "Emergency" situations. The City shall also be kept informed of the name of

Page 12 of 26

12.

13.

the specific person assigned to respond on any given day.

The Contractor shall respond to the site where the emergency exists within two (2) hours of receiving
Notification from the City. During "off duty" hours, the Contractor's employee assigned to respond to
the emergency, shall only take those actions that will enable the problem to be downgraded from an
emergency. However, in no case shall a hazardous condition be left uncorrected.

The Contractor's employee who responds to each emergency shall fill out an "Emergency Response
Report" with information that explains the emergency call-out and the actions taken to correct the
problem. The report shall also indicate the name of the City Employee who called, the time of day
when he/she received the call, the time of day upon his/her arrival at the job site and the elapsed
time spent on the job site correcting the problem.

Payment for “Emergency Response” shall comply with the Contractor's hourly labor rate listed in the
Pricing and Compensation document. However, if the emergency was caused by the Contractor's
failure to adequately perform, no compensation shall be made for responding to the emergency. The
City shall make the determination whether or not payment is due after reviewing the "Daily Work
Report" and the work performed.

OFFICIAL ADDRESSES AND TITLES: The official City representative and overall Contract
Administrator is the Business Services Dept. Director, whose address is; City of Mesa Purchasing,
20 E. Main Street, Suite 400 (85201), P. O. BOX 1466, Mesa, Arizona 85211-1466. This person is
authorized to approve change orders to the contract.

NON-PERFORMANCE FEES /PERFORMANCE GUARANTEES: It is the City’s expectation that all

electrical work under this agreement be performed as defined in this agreement. If tasks are omitted
or not satisfactorily completed, public health, safety and welfare are compromised, the Contractor and
City agree upon the following schedule of Non-Performance Fees to be deducted from monies due
or to become due to the Contractor. These sums are fixed and agreed upon, not as a penalty, but
because the parties agree that the actual loss to the City and to the public caused by the omission of
work or substandard performance is impractical and extremely difficult to ascertain.

NON-PERFORMANCE FEES TABLE

SITUATION DEDUCTION AMOUNT

A. Failure to respond to emergency calls within the specified

time limits. (Special Terms and Conditions Sec. 11) $100 per site/emergency

B. Fallure to correct deficiencies within the time allowed in
the Correction Time Limit Schedule. (Special Terms and | $100 per site/day
Conditions Sec. 10.1B)

C. Failure to start and satisfactorily complete routine | $100 per day plus the City has the right to
work within contract or schedule requirements. | re-award and charge any increased
(Special Terms and Conditions Sec. 9.0) difference to the Contractor.

D. _ Illegal or non-conforming waste disposal. (Special .
Terms and Conditions Sec. 5.0) $100 per site/day

E. Failure to attend meetings, submit reports, or
schedules within the dates and times required. | $100 per occurrence
(Special Terms and Conditions Sec. 6.3)

F. Field supervisor performing labor without City
authorization or not being available during working
hours to address problems, do field inspections, | $400 per occurrence
and/or meet with City representatives. (Special
Terms and Conditions Sec. 6.3).

G. Failure to meet identification requirements of
contract, either person or vehicle (Special Terms | $100 per occurrence
and Conditions Sec. 7.1)

H. Failure to comply with Parking Restrictions on
Arterial and Major Collector Streets, and/or failure to

$100 per occurrence

Page 13 of 26

NON-PERFORMANCE FEES TABLE

SITUATION

DEDUCTION AMOUNT

provide alternative pedestrian route around work
areas when parking on or blocking sidewalks.
(Special Terms and Conditions Sec. 8.3)

|. Failure to return City issued badges of past employees.
(Special Terms and Conditions Sec. 7.1)

$100 per incidenvemployee .

J. Failure to comply with List of Employees requirements.
(Special Terms and Conditions Sec. 7.4)

$100 per occurrence

wasting resources.

K. Failure to comply with environmental regulations or

$100 per occurrence

L. Damage caused by Contractor to City property (turf
and/or irrigation systems, vehicle fluids leaking, etc.,
Special Terms and Conditions Sec. 7.3 and 8.1)

$100 per occurrence/actual repairs
costs may also apply

14. QUALITY STANDARDS: The requirements and specifications found herein are the minimum
standards that are acceptable to the City.

14.1 Quality Control and Reporting.

A. The Contractor shall ensure all work hereunder be performed in a satisfactory manner and
In accordance with contract specifications. The Contractor's supervisory personnel shall
perform frequent and systematic inspections of all premises on which work is being
performed to assure a high quality of work by the Contractor's employees.

B. The City shall perform contract compliance inspections on work the Contractor submits or
reports as complete. Deficiencies identified will be handled as outlined in the Special
Terms and Canditions Sections 10 and 13.

Page 14 of 26

15.

16.

DETAILED SPECIFICATIONS

SCOPE OF WORK: Contractor shall furnish all labor, equipment and tools necessary to provide
routine, preventative and emergency maintenance of all components of the lighting and electrical
systems within the Parks and Recreation Division of the City of Mesa.

In general, the scope of work for electrical services may include but not be limited to installation,
repairs, upgrades and routine maintenance to include supervision, labor, equipment, materials, tools
and transportation to complete all work. The scope of work will be divided into two major categories,
1) Low Voltage Electrical Services, 2) Parks, Basins, Sports Field and Aquatic Facilities lighting
maintenance, repairs and installation,

1) Low Voltage Electrical Services: Defined as less than 600 Volts

a) Types of Service Work: Wire/cable replacement, transformers, switchgear and
switchboard assemblies, distribution panels, circuit breakers, grounding systems, panel
boards, disconnects, motor control centers, relay cabinets, variable speed drives (VFD),
emergency and normal elecirical power systems, electrical blue staking and light pole
replacements or install etc.

2) Parks, Basins, Aquatic Facilities and Sports Field lighting Services

a) Troubleshooting, maintenance, repairs and bulb replacement of sports field, parks and
basin lighting and lighting control systems, lighting retrofits, LED solutions, daylight
harvesting, sorts and controls systems and other associated electrical equipment

NOTE: Park tights range from 150-watt HPS for area lights to 250 and 1000 Watts at basketball courts
and volleyball courts. Tennis courts lights range from 250 Watt to 1000 Watt to 1500-Watt metal
halide. Ball field and soccer fields are typically 1500-Watt metal halide. Voltages range from 120
volts to 480 volts.

Light poles range in height from 20’ {area {ight poles) to 25'/30’ basketball court poles and up to 90’
for the baill field/soccer light poles.

Remote controlled lighting and irrigation systems are in operation in numerous parks and Contractor
shall have a working knowledge of these types of systems.

For all bulb replacements, Phillips manufacture is the preferred by the City of Mesa.

Communication Towers It shall be the contractor's responsibility fo coordinate with cell phone
providers when working on or around lighting structures that serve as communication towers. The
contractor shall follow all rules, regulations and safety requirements while performing this type of
work.

TECHNICAL REQUIREMENTS: Each contractor assigned to this contract shall have the licenses,
tools, equipment, materials, and technical ability to perform such services.

The Contractor shall provide all labor, supervision, transportation, equipment {including testing and
all personal protection equipment), tools, and all effort necessary to make the required electrical
systems repairs/retrofits, complete and operational,

Contractor will be responsible to source all electrical parts/components/fixtures and equipment
necessary in the repair or new installation of electrical and distribution systems, Exceptions may be,
if in the best interest of the City to utilize its own electrical commodity contract to source said supplies.

Replacement parts/fixtures shall be warranted for two (2) years, unless longer warranties are
available from manufacturers. All parts and electrical equipment provided by Contractor shall be
new, except as otherwise stated on the drawings. All parts and electrical equipment shall be UL
listed when such standards exist for the type of equipment. All electrical equipment and materials
furnished by the Contractor shall be commercial quality and grade and be from a warrantied product
line.

All electrical work shall comply with the requirements of the applicable edition of the National Electric

Page 15 of 26

Code and State/Local! building codes.

All work performed by the Contractor shall be subject to inspection and approval by the designated
City of Mesa representative.

Specifications for the work to be performed by contractor and approved by the City of Mesa shall be
adhered to. Contractor may recommend alternate specifications or additional specification for work;
however, any alternate specification shall comply with all applicable rules, regulations, statutes,
ordinances, codes, and standards. Contractor shall obtain approval from the City of Mesa prior to
using any alternate specifications for any work to be performed under the contract.

Prior to starting any work, contractor shall notify City of Mesa of any specification that is in conflict
with applicable rules, regulations, statutes, ordinances, codes, and standards, and offer an alternate
solution that is in compliance with said rules.

When any aspect of a project is not covered by a specification, building code, or standard, the
minimum standard for good and workmanlike construction shall be established usage, procedures
and acceptable industry standards.

All work shall be accomplished in a manner to match adjacent existing work in the same area or on
same elevation where practicable. Contractor will not make adjustments to or alter in any manner
member's existing facilities without prior approval from the City of Mesa.

Upon request from the City of Mesa, the contractor shall obtain permits required for a job. The City
of Mesa shall reimburse the contractor for actual cost of such permits. No amount for overhead and
profit will be allowed for permits.

Prior to final acceptance of project completion, the contractor shall provide the City of Mesa a
complete set of “as-built” system drawings and coples of operational manuals for all installed products
and/or equipment.

Safety: Contractor shall be responsible for initiating, maintaining, and supervising all safety programs
in connection with this work. Contractor shall take all necessary precautions for the safety of, and
shall provide all necessary protection to prevent damage, injury, or loss to the following:

All employees on the worksite and all other persons who may be affected thereby.
All the work, materials, and equipment to be incorporated therein.

Other properties at the site of, adjacent thereto, including trees, shrubs, lawns, walks, pavements,
roadways, structures, and utilities not designated for removal, relocation, or replacement in the
course of construction.

Contractor shall post and maintain warning and caution signage in areas where work is ongoing near
energized equipment. Contractor shall provide guards for all energized live parts when work is not
being done on the equipment, this includes iunch and breaks.

Contractor shall strictly enforce OSHA lock out tag out procedures and follow the latest NFPA 70E
safety related work practices. Initial infractions shall result in a warning, additional infractions may
result in contract cancellation.

Removal and Disposal: Contractor shall remove from the worksite and dispose of removed lighting
fixtures, and bailasts as soon as possible in accordance with current applicable federal, state and
local codes. Disposal of lamps shall be the responsibility of the City of Mesa.

Retrofit/Repair_of Existing Fixtures, Lamps, and Ballasts; General requirements include the

following:

a) Contractor shall offer lines of replacement fluorescent lamps that contain low-level mercury
content, LED alternate lighting solutions of the latest design, or other current alternate energy
saving fixture and lighting replacements.

b) Compact fluorescent lamps (CFL) and LED's shail be available as an alternative for
replacement of current lighting. CFL's shall be UL listed and have a minimum rated average
life of 10,000 hours. LEDs shall have a minimum two (2) year driver and/or cooling fan and

Page 16 of 26