Agreement

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01/28/2025 
 
 
SERVICES AGREEMENT 
(Not Construction Related) 
27% HYDROGEN PEROXIDE, FERROUS CHLORIDE, AND ALTERNATE LIQUID PHASE 
TREATMENT SUPPLY, SERVICE, AND MAINTENANCE 
This Services Agreement (“Agreement”) is entered into and effective between the CITY OF GLENDALE, an Arizona 
municipal corporation ("City") and U.S. Peroxide, LLC dba USP Technologies, a Delaware limited liability company, 
authorized to do business in Arizona (“Consultant”) as of the     day of  
, 2025 (“Effective 
Date”). 
RECITALS 
A. 
City intends to undertake a project for the benefit of the public and with public funds, that is more fully set 
forth in Exhibit A attached (the "Project"); 
B. 
City desires to retain the professional services of Consultant to perform certain specific duties and produce 
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”); 
C. 
Consultant desires to provide City with services (“Services”) consistent with industry-best practices and the 
standards set forth in this Agreement, in order to complete the Project; and 
D. 
City and Consultant desire to memorialize their agreement with this document. 
AGREEMENT 
 
The parties hereby agree as follows: 
1. 
Key Personnel; Other Consultants and Subcontractors. 
1.1 
Services. Consultant will provide all Services necessary to assure the Project is completed timely and 
efficiently consistent within Project requirements, including, but not limited to, working in close 
interaction and interfacing with City and its designated employees, and working closely with others, 
including other consultants or contractors, retained by City. 
2. 
Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and 
efficiently in accordance with the Project. Nevertheless, this Agreement terminates five years from the 
effective date. 
3. 
Consultant’s Work. 
3.1 
Standard. Consultant must perform Services in accordance with the standards of due diligence, care, 
and quality prevailing among consultants having substantial experience with the successful furnishing 
of Services for projects that are equivalent in size, scope, quality, and other criteria under the Project 
and identified in this Agreement. 
3.2 
Licensing. Consultant warrants that: 
a. 
Consultant currently holds all appropriate and required licenses, registrations and other 
approvals necessary for the lawful furnishing of Services ("Approvals"); and 
b. 
Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded 
from contracting with any federal, state, or local governmental entity ("Debarment"). 
(1) 
City is under no obligation to ascertain or confirm the existence or issuance of any 
Approvals or Debarments, or to examine Consultant's contracting ability. 
(2) 
Consultant must notify City immediately if any Approvals or Debarment changes 
during the Agreement's duration. The failure of the Consultant to notify City as 
required will constitute a material default under the Agreement.

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3.3 
Compliance. 
a. 
Services will be furnished in compliance with applicable federal, state, county and local 
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards 
and criteria designated by City. 
b. 
Consultant 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. Consultant will require any Sub-contractor to be bound to the same 
requirements as stated within this section. Consultant, and on behalf of any subcontractors, 
warrants compliance with this section. 
3.4 
Work Product. 
a. 
Ownership. Upon receipt of payment for Services furnished, Consultant grants to City 
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings, 
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural work" 
as defined in the United States Copyright Act, 17 U.S.C § 101, et seq., and other intellectual 
work product as may be applicable ("Work Product"). 
(1) 
This grant is effective whether the Work Product is on paper (e.g., a "hard copy"), 
in electronic format, or in some other form. 
(2) 
Consultant warrants, and agrees to indemnify, hold harmless and defend City for, 
from and against any claim that any Work Product infringes on third-party 
proprietary interests. 
b. 
Delivery. Consultant will deliver to City copies of the preliminary and completed Work 
Product promptly as they are prepared. 
c. 
City Use. 
(1) 
City may reuse the Work Product at its sole discretion. 
(2) 
In the event the Work Product is used for another project without further 
consultations with Consultant, the City agrees to indemnify and hold Consultant 
harmless from any claim arising out of the Work Product. 
(3) 
In such case, City will also remove any seal and title block from the Work Product. 
4. 
Compensation for the Project. 
4.1 
Compensation. Consultant's compensation for the Project, including those furnished by its 
Subconsultants or Subcontractors is $12,000,000 as specifically detailed in Exhibit D 
("Compensation"). 
4.2 
Change in Scope of Project. The Compensation may be equitably adjusted if the originally 
contemplated Scope as outlined in the Project is significantly modified. 
a. 
Adjustments to Compensation require a written amendment to this Agreement and may 
require City Council approval. 
b. 
Additional services which are outside the Scope of the Project contained in this Agreement 
may not be performed by the Consultant without prior written authorization from the City. 
c. 
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should 
any conflict arise between the provisions of this Agreement and the provisions found in the 
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority 
and govern the conduct of the parties. 
4.3 
Allowances. An “Allowance” may be identified only for work that is required by the Scope and the 
value of which cannot reasonably be quantified at the time of this Agreement.

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a. 
As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts and 
any unused allowance at the completion of the Project will remain with City. 
b. 
Consultant may not add any mark-up for work identified as an Allowance and which is to be 
performed by a Subconsultant. 
c. 
Consultant will not use any portion of an Allowance without prior written authorization 
from the City. 
d. 
Examples of Allowance items include, but are not limited to, subsurface pothole 
investigations, survey, geotechnical investigations, public participation, radio path studies 
and material testing. 
5. 
Billings and Payment. 
5.1 
Applications. 
a. 
Consultant will submit monthly invoices (each, a "Payment Application") to City's Project 
Manager and City will remit payments based upon the Payment Application as stated below. 
b. 
The period covered by each Payment Application will be one calendar month ending on the 
last day of the month. 
5.2 
Payment. 
a. 
After a full and complete Payment Application is received, City will process and remit 
payment within 30 days. 
b. 
Payment may be subject to or conditioned upon City's receipt of: 
(1) 
Completed work generated by Consultant and its Subconsultants; and 
(2) 
Unconditional waivers and releases on final payment from all Subconsultants as City 
may reasonably request to assure the Project will be free of claims arising from 
required performances under this Agreement. 
5.3 
Review and Withholding. City's Project Manager will timely review and certify Payment Applications. 
a. 
If the Payment Application is rejected, the Project Manager will issue a written listing of the 
items not approved for payment. 
b. 
City may withhold an amount sufficient to pay expenses that City reasonably expects to incur 
in correcting the deficiency or deficiencies rejected for payment. 
6. 
Termination. 
6.1 
For Convenience. City may terminate this Agreement for convenience, without cause, by delivering 
a written termination notice stating the effective termination date, which may not be less than 15 days 
following the date of delivery. 
a. 
Consultant will be equitably compensated for Services furnished prior to receipt of the 
termination notice and for reasonable costs incurred. 
b. 
Consultant will also be similarly compensated for any approved effort expended, and 
approved costs incurred, that are directly associated with Project closeout and delivery of the 
required items to the City. 
6.2 
For Cause. (NOT APPLICABLE) City may terminate this Agreement for cause if Consultant fails to 
cure any breach of this Agreement within seven days after receipt of written notice specifying the 
breach. 
a. 
Consultant will not be entitled to further payment until after City has determined its damages. 
If City's damages resulting from the breach, as determined by City, are less than the equitable 
amount due but not paid Consultant for Services furnished, City will pay the amount due to 
Consultant, less City's damages, in accordance with the provisions of Sec. 5.

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b. 
If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay 
the difference to City immediately upon demand; however, Consultant will not be subject to 
consequential damages more than $2,000,000 or the amount of this Agreement, whichever 
is greater. 
7. 
Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for 
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating, 
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any 
other party to this Agreement. 
8. 
Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance 
against claims for injuries to persons or damages to property which may arise from or in connection with the 
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall 
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors. 
8.1 
Minimum Scope and Limit of Insurance. Coverage must be at least as broad as: 
a. 
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including 
products and completed operations, with limits of no less than $2,000,000 per occurrence 
for bodily injury, personal injury, and property damage. If a general aggregate limit applies, 
either the general aggregate limit shall apply separately to this project/location or the general 
aggregate limit shall be twice the required occurrence limit. 
b. 
Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 
(any auto), with limits no less than $2,000,000 per accident for bodily injury and property 
damage. 
c. 
Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory 
Limits, and Employers’ Liability insurance with a limit of no less than $2,000,000 per 
accident for bodily injury or disease. 
8.2. 
Indemnification and Limitation of Liability. 
a. 
To the fullest extent permitted by law, Consultant must defend, indemnify, and hold 
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified 
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims, 
demands, actions, damages, judgments, settlements, personal injury (including sickness, 
disease, death, and bodily harm), property damage (including loss of use), infringement, 
governmental action and all other losses and expenses, including attorneys' fees and litigation 
expenses (each, a "Demand or Expense" collectively "Demands or Expenses") asserted by a 
third-party (i.e. a person or entity other than City or Consultant) and that arises out of 
Consultant’s negligent actions, errors or omissions (including any Subconsultant or 
Subcontractor or other person or firm employed by Consultant), whether sustained before 
or after completion of the Project. 
b. 
This indemnity and hold harmless provision applies even if a Demand or Expense is in part 
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement, 
but in that event, Consultant will be liable only to the extent the Demand or Expense results 
from the negligence or breach of a responsibility of Consultant or of any person or entity 
for whom Consultant is responsible. 
c. 
Consultant is not required to indemnify any Indemnified Parties for, from, or against any 
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault 
solely attributable to the Indemnified Party. 
d. 
The total liability of consultant and its subsidiaries, affiliates, employees, directors, officers 
and agents arising out of performance, nonperformance, or obligations in connection with 
the design, manufacture, sale, delivery, and/or use of goods and/or services in no 
circumstance includes any liquidated, penalty, incidental or consequential damages of any 
kind, nor exceeds an amount that is unreasonably disproportionate to the total amount of

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compensation actually paid to consultant under the agreement, except only in the case of 
damages arising due to consultant’s willful misconduct.  
8.3 
Other Insurance Provisions. The insurance policies required by the Section above must contain, or 
be endorsed to contain the following insurance provisions: 
a. 
The City, its officers, officials, employees and volunteers are to be covered as 
additional insureds of the CGL and automobile policies for any liability arising from or in 
connection with the performance of all tasks or work necessary to complete the Project as 
herein defined. Such liability may arise, but is not limited to, liability for materials, parts or 
equipment furnished in connection with any tasks, or work performed by Consultant or on 
its behalf and for liability arising from automobiles owned, leased, hired or borrowed on 
behalf of the Consultant. General liability coverage can be provided in the form of an 
endorsement to the Consultant’s existing insurance policies, provided such endorsement is 
at least as broad as ISO Form or both CG 20 10 and CG 23 37, if later revisions are used. 
Consultant can provide the CG 20 10 12 19 and CG 20 37 12 19. 
b. 
For any claims related to this Project, the Consultant’s insurance coverage shall be 
primary insurance with respect to the City, its officers, officials, employees, and volunteers. 
Any insurance or self-insurance maintained by the City, its officers, officials, employees or 
volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. 
c. 
Each insurance policy required by this Section shall provide that coverage shall not be 
canceled, except after providing notice to the City. 
8.4 
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of 
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a 
non-conforming insurer is acceptable to the City. 
8.5 
Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any 
insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to 
obtain any endorsement that may be necessary to effect this waiver of subrogation. The Workers’ 
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work 
performed by the Consultant, its employees, agent(s) and subcontractor(s). 
8.6 
Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall 
furnish the City with original certificates and amendatory endorsements, or copies of any applicable 
insurance language making the coverage required by this Agreement effective. All certificates and 
endorsements must be received and approved by the City before work commences. Failure to obtain, 
submit or secure the City’s approval of the required insurance policies, certificates or endorsements 
prior to the City’s agreement that work may commence shall not waive the Consultant’s obligations 
to obtain and verify insurance coverage as otherwise provided in this Section.  
Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance policies, 
certificates or endorsements shall not be considered a Force Majeure or defense for any failure by 
the Consultant to comply with the terms and conditions of the Agreement, including any schedule 
for performance or completion of the Project. 
8.7 
Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance 
meeting all requirements of this Agreement. 
8.8 
Special Risk or Circumstances. The City reserves the right to modify these insurance requirements, 
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage 
or other circumstances unique to the Consultant, the Project or the insurer. 
9. 
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrants its 
compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to their 
employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant or 
Subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result 
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal 
right to randomly inspect the papers and records of the other party to ensure that the other party is complying

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with the above-mentioned warranty. The Consultant and Subconsultant warrant to keep their respective 
papers and records open for random inspection during normal business hours by the other party. The 
Consultant and Subconsultant shall cooperate with the City’s random inspections, including granting the City 
entry rights onto their respective properties to perform the random inspections and waiving their respective 
rights to keep such papers and records confidential. 
10. 
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. 
11. 
Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and during 
the term of this Agreement, will not use: 
a. 
the forced labor of ethnic Uyghurs in the People’s Republic of China; 
b. 
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s 
Republic of China; and 
c. 
any contractors, subcontractors or suppliers that use the forced labor or any goods or 
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 
12. 
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. 
13. 
Notices. 
13.1 
A notice, request or other communication that is required or permitted under this Agreement (each 
"Notice") will be effective only if: 
a. 
The Notice is in writing; and 
b. 
Delivered in person or by overnight courier service (delivery charges prepaid), certified or 
registered mail (return receipt requested). 
c. 
Notice will be deemed to have been delivered to the person to whom it is addressed as of 
the date of receipt, if: 
(1) 
Received on a business day before 5:00 p.m. at the address for Notices identified 
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier 
service; or 
(2) 
As of the next business day after receipt, if received after 5:00 p.m. 
d. 
The burden of proof of the place and time of delivery is upon the Party giving the Notice. 
e. 
Digitalized signatures and copies of signatures will have the same effect as original signatures. 
13.2 
Representatives. 
a. 
Consultant. Consultant's representative (the "Consultant's Representative") authorized to 
act on Consultant's behalf with respect to the Project, and his or her address for Notice 
delivery is: 
U.S. Peroxide, LLC dba USP Technologies 
c/o Jordan Butler 
5640 Cox Road 
Glen Allen, VA 23060 
 
 
b. 
City. City's representative ("City's Representative") authorized to act on City's behalf, and 
his or her address for Notice delivery is: 
City of Glendale 
c/o Lindsay Lucas

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7070 W. Northern Avenue 
Glendale, Arizona 85303 
 
With required copy to: 
City Manager 
City Attorney 
City of Glendale 
City of Glendale 
5850 West Glendale Avenue 
5850 West Glendale Avenue 
Glendale, Arizona 85301 
Glendale, Arizona 85301 
c. 
Concurrent Notices. 
(1) 
All notices to City's representative must be given concurrently to City Manager and 
City Attorney. 
(2) 
A notice will not be deemed to have been received by City's representative until the 
time that it has also been received by the City Manager and the City Attorney. 
(3) 
City may appoint one or more designees for the purpose of receiving notice by 
delivery of a written notice to Consultant identifying the designee(s) and their 
respective addresses for notices. 
14. 
Entire Agreement; Survival; Counterparts; Signatures. 
14.1 
Integration. This Agreement contains, except as stated below, the entire agreement between City and 
Consultant and supersedes all prior conversations and negotiations between the parties regarding the 
Project or this Agreement. 
a. 
Neither Party has made any representations, warranties or agreements as to any matters 
concerning the Agreement's subject matter. 
b. 
Representations, statements, conditions, or warranties not contained in this Agreement will 
not be binding on the parties. 
c. 
Inconsistencies between the solicitation, any addenda attached to the solicitation, the 
response or any excerpts, if any, and this Agreement, will be resolved by the terms and 
conditions stated in this Agreement. 
14.2 
Interpretation. 
a. 
The parties fairly negotiated the Agreement's provisions to the extent they believed necessary 
and with the legal representation they deemed appropriate. 
b. 
The parties are of equal bargaining position and this Agreement must be construed equally 
between the parties without consideration of which of the parties may have drafted this 
Agreement. 
c. 
The Agreement will be interpreted in accordance with the laws of the State of Arizona. 
14.3 
Survival. Except as specifically provided otherwise in this Agreement, each warranty, representation, 
indemnification and hold harmless provision, insurance requirement, and every other right, remedy 
redland responsibility of a Party, will survive completion of the Project, or the earlier termination of 
this Agreement. 
14.4 
Amendment. No amendment to this Agreement will be binding unless in writing and executed by 
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement. 
Any amendment may be subject to City Council approval. 
14.5 
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of any 
one or more right or remedy will not affect any other rights or remedies under this Agreement or 
applicable law. 
14.6 
Severability. If any provision of this Agreement is voided or found unenforceable, that determination 
will not affect the validity of the other provisions, and the voided or unenforceable provision will be

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reformed to conform with applicable law. 
15. 
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together 
comprise one instrument. Term. 
15.1 
The term of this Agreement commences upon the effective date and continues for a five (5) year 
period. There are no extensions or renewals available exception as provided below. 
15.2 
Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including 
the initial term and any renewals, 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 to complete its 
procurement process to select a vendor to provide the services/materials similar to those 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 
provided under this subsection will continue under the same terms and conditions as in effect 
immediately prior to the expiration of the then-current term. 
16. 
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach 
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s 
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any 
court having jurisdiction thereof. 
17. 
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are 
incorporated by this reference. 
Exhibit A 
Project 
Exhibit B 
Scope of Work 
Exhibit C 
Schedule 
Exhibit D 
Compensation 
 
 
 
[Signatures on following page.]

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The parties enter into this Agreement effective as of the date shown above.
City of Glendale,
an Arizona municipal corporation
ATTEST:
By: Kevin R. Phelps 
Its: City Manager
Julie K. Bower
City Clerk
(SEAL)
APPROVED AS TO FORM:
Michael D. Bailey 
City Attorney
U.S. Peroxide, LLC dba UPS Technologies, 
a Delaware limited liability company
By: Jordan Butler
Its: General Manager

EXHIBIT A 
Services Agreement 
PROJECT 
U.S. Peroxide, LLC dba USP Technologies will supply 27% hydrogen peroxide and ferrous chloride or an alternate 
liquid phase treatment technology, service, and maintenance of eight (8) dosing stations within the City of Glendale's 
sewer system.

EXHIBIT B 
Services Agreement 
SCOPE OF WORK 
 
U.S. Peroxide, LLC dba USP Technologies will supply 27% hydrogen peroxide and ferrous chloride or an alternate 
liquid phase treatment technology, service, and maintenance of eight (8) dosing stations within the City of Glendale's 
sewer system.

EXHIBIT C 
Services Agreement 
SCHEDULE 
 
The City of Glendale will contact U.S. Peroxide, LLC dba USP Technologies on an as-needed basis for supplies and 
services.

EXHIBIT D 
Services Agreement 
COMPENSATION 
 
NOT-TO-EXCEED AMOUNT 
The total amount of compensation paid to Consultant for full completion of all work required by the Project during 
the entire term of the Project is $12,000,000. 
DETAILED PROJECT COMPENSATION 
U.S. Peroxide, LLC dba USP Technologies shall bill the City for the gallons delivered at the unit cost per gallon no 
less frequently than once a month. Invoices shall include documentation of the amounts delivered to each station 
and the certification of the product specification. 
Initial Agreement period unit cost for 27% Hydrogen Peroxide is $3.08 per gallon. 
Initial Agreement period unit cost for Ferrous Chloride is $4.45 per gallon. 
Initial Agreement period unit cost for SulFeLox is $7.95 per gallon.