03 24 26 UT - PSA - Atlantic Pacific Standard - End Date 04 01 31

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PROFESSIONAL SERVICES AGREEMENT 
BETWEEN 
THE CITY OF TOLLESON 
AND 
ATLANTIC PACIFIC STANDARD, LLC 
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) between the CITY OF 
TOLLESON, an Arizona municipal corporation (the “City”) and ATLANTIC PACIFIC STANDARD, LLC, 
an Arizona limited liability company (the “Vendor”), (collectively, the “parties”), is hereby 
entered into and shall be effective on the last signature date set forth below. 
RECITALS 
A. 
The City issued a Request for Proposals for WW 25-02 (the “RFP”), attached hereto 
as Exhibit A, and incorporated herein by reference, from vendors for professional welding 
services. 
 
B. 
The Vendor submitted a proposal in response to the RFP, attached hereto as Exhibit 
B, and incorporated herein by reference, and the City desires to enter into an Agreement with the 
Vendor to assist the City in providing welding equipment and services (the “Equipment and 
Services”). 
 
AGREEMENT 
 
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated 
herein by reference, the following mutual covenants and conditions, and other good and valuable 
consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the 
Vendor hereby agree as follows: 
 
1. 
Term of Agreement.  This Agreement shall be effective as of the last date set forth 
below and shall remain in full force and effect until April 1, 2027 (the “Initial Term”) and shall 
automatically renew for up to four successive one-year terms (each, a “Renewal Term”), unless 
terminated as otherwise provided in this Agreement. The Initial Term and the Renewal Term are 
collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this 
Agreement shall remain in full force and effect. 
2. 
Scope of Work.  Vendor shall provide the Equipment and Services as set forth in 
the Scope of Work, attached hereto as Exhibit C and incorporated herein by reference. 
3. 
Compensation.  The City shall pay Vendor a price not to exceed the amount 
designated in the Purchase Order or Authorization for Equipment and Services provided to 
Vendor for the Equipment and Services as set forth in the Fee Proposal, attached hereto as Exhibit 
D and incorporated herein by reference.  The City’s payments to the Vendor shall not exceed an

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aggregate amount of $200,000.00 for each fiscal year, July 1st through June 30th, for the 
Equipment and Services. 
4. 
Payments.  The City shall pay the Vendor monthly, based upon work performed 
and completed to date, and upon submission and approval of invoices.  All invoices shall 
document and itemize all work completed to date.  The invoice statement shall include a record 
of time expended and work performed in sufficient detail to justify payment. 
5. 
Documents.  All documents prepared and submitted to the City pursuant to this 
Agreement shall be the property of the City. 
6. 
Vendor Personnel.  Vendor shall provide adequate, experienced personnel, 
capable of and devoted to the successful completion of the Equipment and Services to be 
performed under this Agreement.  Vendor agrees to assign specific individuals to key positions.  
If deemed qualified, the Vendor is encouraged to hire City residents to fill vacant positions at all 
levels.  Vendor agrees that, upon commencement of the Equipment and Services to be 
performed under this Agreement, key personnel shall not be removed or replaced without prior 
written notice to the City.  If key personnel are not available to perform the Equipment and 
Services for a continuous period exceeding 30 calendar days or are expected to devote 
substantially less effort to the Equipment and Services than initially anticipated, Vendor shall 
immediately notify the City of same and shall, subject to the concurrence of the City, replace such 
personnel with personnel of substantially equal ability and qualifications. 
7. 
Inspection; Acceptance.  All work shall be subject to inspection and acceptance by 
the City at reasonable times during Vendor’s performance.  The Vendor shall provide and 
maintain a self-inspection system that is acceptable to the City. 
8. 
Licenses; Materials.  Vendor shall maintain in current status all federal, state and 
local licenses and permits required for the operation of the business conducted by the Vendor.  
The City has no obligation to provide Vendor, its employees or subcontractors any business 
registrations or licenses required to perform the specific services set forth in this Agreement.  The 
City has no obligation to provide tools, equipment, or material to Vendor. 
9. 
Performance Warranty.  Vendor warrants that the Equipment and Services 
rendered will conform to the requirements of this Agreement and to the professional standards 
in the field. 
10. 
Indemnification.  To the fullest extent permitted by law, the Vendor shall 
indemnify and hold harmless the City and each council member, officer, employee or agent 
thereof (the City and any such person being herein called an “Indemnified Party”), for, from and 
against any and all losses, claims, damages, liabilities, costs and expenses (including, but not 
limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to 
which any such Indemnified Party may become subject, under any theory of liability whatsoever 
(“Claims”), insofar as such Claims (or actions in respect thereof) relate to , arise out of, or are 
caused by the negligent acts, recklessness or intentional misconduct, errors, mistakes or

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omissions, in connection with the delivery of goods, the work or services of the Vendor, its 
officers, employees, agents, or any tier of subcontractor in the performance of this Agreement, 
including, but not limited to claims or demands arising from (A) accidents occurring on the 
premises of the City, whether or not caused by the negligence of the Vendor, its agents or 
employees, or the negligence other than the sole negligence of the City, its agents or employees 
or that of any other person, firm or entity, (B) claims and demands on account of infringement, 
or alleged infringement, of any patent, copyright, trademark, trade name, or any other 
intellectual property right in conjunction with the manufacture or use of any product included in 
this Agreement and, upon written request, Vendor will defend at its own cost and expense any 
legal action or suit against the City involving any such alleged infringement, and will pay and 
satisfy any and all judgments or decrees rendered in any such legal actions or suits and (C) 
damages to persons or property resulting from defects in materials or workmanship.  
11. 
Insurance. 
11.1 
General. 
a. 
Insurer Qualifications.  Without limiting any obligations or liabilities 
of Vendor, Vendor shall purchase and maintain, at its own expense, the minimum insurance set 
forth in this subsection with insurance companies authorized to do business in the State of 
Arizona pursuant to A.R.S. § 20-206, as amended, with an AM Best, Inc. rating of A or above, and 
with policies and forms satisfactory to the City.  Failure to maintain insurance as specified herein 
may result in termination of this Agreement at the City’s option. 
b. 
No Representation of Coverage Adequacy.  By requiring insurance 
herein, the City does not represent that coverage and limits will be adequate to protect Vendor.  
The City reserves the right to review any and all of the insurance policies and/or endorsements 
cited in this Agreement but has no obligation to do so.  Failure to demand such evidence of full 
compliance with the insurance requirements set forth in this Agreement or failure to identify any 
insurance deficiency shall not relieve Vendor from, nor be construed or deemed a waiver of, its 
obligation to maintain the required insurance at all times during the performance of this 
Agreement. 
c. 
Additional Insured.  All insurance coverage and self-insured 
retention or deductible portions, except Workers’ Compensation insurance and Professional 
Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims 
arising out of the performance of this Agreement, the City, its agents, representatives, officers, 
directors, officials and employees as Additional Insured. 
d. 
Coverage Term.  All insurance required herein shall be maintained 
in full force and effect until all work or services required to be performed under the terms of this 
Agreement are satisfactorily performed, completed and formally accepted by the City. 
e. 
Primary Insurance.  Vendor’s insurance shall be primary insurance 
with respect to performance of this Agreement and in the protection of the City as an Additional 
Insured.

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f. 
Waiver.  All policies, except for Professional Liability, including 
Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) 
against the City, its agents, representatives, officials, officers and employees for any claims arising 
out of the work or services of Vendor.  Vendor shall arrange to have such subrogation waivers 
incorporated into each policy via formal written endorsement thereto. 
g. 
Policy Deductibles and/or Self-Insured Retentions.  The policies set 
forth in these requirements may provide coverage that contains deductibles or self-insured 
retention amounts.  Such deductibles or self-insured retention shall not be applicable with 
respect to the policy limits provided to the City.  Vendor shall be solely responsible for any such 
deductible or self-insured retention amount. 
h. 
Use of Subcontractors.  If any work under this Agreement is 
subcontracted in any way, Vendor shall execute written agreements with its subcontractors 
containing the indemnification provisions and insurance requirements set forth herein protecting 
the City and Vendor.  Vendor shall be responsible for executing any agreements with its 
subcontractors and obtaining certificates of insurance verifying the insurance requirements. 
i. 
Evidence of Insurance.   Prior to commencing any work or services 
under this Agreement, Vendor will provide the City with suitable evidence of insurance in the 
form of certificates of insurance and a copy of the declaration page(s) of the insurance policies 
as required by this Agreement, issued by Vendor’s insurance insurer(s) as evidence that policies 
are placed with acceptable insurers as specified herein and provide the required coverages, 
conditions and limits of coverage specified in this Agreement and that such coverage and 
provisions are in full force and effect. Confidential information such as the policy premium may 
be redacted from the declaration page(s) of each insurance policy, provided that such redactions 
do not alter any of the information required by this Agreement. The City shall reasonably rely 
upon the certificates of insurance and declaration page(s) of the insurance policies as evidence 
of coverage but such acceptance and reliance shall not waive or alter in any way the insurance 
requirements or obligations of this Agreement.  In the event any insurance policy required by this 
Agreement is written on a “claims made” basis, coverage shall extend for two years past 
completion of the Equipment and Services and the City’s acceptance of the Vendor’s work or 
services and as evidenced by annual certificates of insurance.  If any of the policies required by 
this Agreement expire during the life of this Agreement, it shall be Vendor’s responsibility to 
forward renewal certificates and declaration page(s) to the City 30 days prior to the expiration 
date.  All certificates of insurance and declarations required by this Agreement shall be identified 
by referencing this Agreement; certificates of insurance and declaration page(s) of the insurance 
policies submitted without referencing this Agreement, as applicable, will be subject to rejection 
and may be returned or discarded. Certificates of insurance and declaration page(s) shall 
specifically include the following provisions: (1) the City, its agents, representatives, officers, 
directors, officials and employees are Additional Insureds as follows: (a) Commercial General 
Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent, (b) 
Auto Liability – Under ISO Form CA 20 48 or equivalent, (c) Excess Liability – Follow Form to 
underlying insurance; and (2) Vendor’s insurance shall be primary insurance with respect to 
performance of this Agreement; and (3) a clear statement that all policies, except for Professional 
Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against City,

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its agents, representatives, officers, officials and employees for any claims arising out of work or 
services performed by Vendor under this Agreement. ACORD certificate of insurance form 25 
(2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases 
in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no 
obligation or liability of any kind upon the company, its agents or representatives” shall be 
deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 
11.2 
Required Insurance Coverage. 
a. 
Commercial General Liability.  Vendor shall maintain “occurrence” 
form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 
for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a 
$2,000,000 General Aggregate Limit.  The policy shall cover liability arising from premises, 
operations, independent contractors, products-completed operations, personal injury and 
advertising injury.  Coverage under the policy will be at least as broad as ISO policy form CG 00 
010 93 or equivalent thereof, including but not limited to, separation of insured’s clause.  To the 
fullest extent allowed by law, for claims arising out of the performance of this Agreement, the 
City, its agents, representatives, officers, officials and employees shall be cited as an Additional 
Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 
03 97, or equivalent, which shall read  “Who is an Insured (Section II) is amended to include as 
an insured the person or organization shown in the Schedule, but only with respect to liability 
arising out of “your work” for that insured by or for you.”   If any Excess insurance is utilized to 
fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or 
broader in coverage scope than underlying insurance. 
b. 
Vehicle Liability.  Vendor shall maintain Business Automobile 
Liability insurance with a limit of $1,000,000 each occurrence on Vendor’s owned, hired and non-
owned vehicles assigned to or used in the performance of the Vendor’s work or services under 
this Agreement.  Coverage will be at least as broad as ISO coverage code “1” “any auto” policy 
form CA 00 01 12 93 or equivalent thereof.  To the fullest extent allowed by law, for claims arising 
out of the performance of this Agreement, the City, its agents, representatives, officers, directors, 
officials and employees shall be cited as an Additional Insured under ISO Business Auto policy 
Designated Insured Endorsement form CA 20 48 or equivalent.  If any Excess insurance is utilized 
to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal 
or broader in coverage scope than underlying insurance. 
c. 
Professional Liability.  If this Agreement is the subject of any 
professional services or work, or if the Vendor engages in any professional services or work in 
connection with performing the work under this Agreement, the Vendor shall maintain 
Professional Liability insurance covering negligent errors and omissions arising out of the 
Equipment and Services performed by the Vendor, or anyone employed by the Vendor, or 
anyone for whose negligent acts, mistakes, errors and omissions the Vendor is legally liable, with 
an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual 
aggregate.  In the event the Professional Liability insurance policy is written on a “claims made” 
basis, coverage shall extend for two years past completion and acceptance of the Equipment and 
Services, and the Vendor shall be required to submit certificates of insurance and a copy of the

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declaration page(s) of the insurance policies evidencing proper coverage is in effect as required 
above. 
d. 
Workers’ Compensation Insurance.  Vendor shall maintain 
Workers’ Compensation insurance to cover obligations imposed by federal and state statutes 
having jurisdiction over Vendor’s employees engaged in the performance of work or services 
under this Agreement and shall also maintain Employers Liability Insurance of not less than 
$500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy 
limit. 
11.3 
Cancellation and Expiration Notice.  Insurance required herein shall not 
expire, be canceled, or materially change without 30 days’ prior written notice to the City. 
12. 
Applicable Law; Venue.  In the performance of this Agreement, Vendor shall abide 
by and conform to any and all laws of the United States, State of Arizona and City of Tolleson, 
including but not limited to, federal and state executive orders providing for equal employment 
and procurement opportunities, the Federal Occupational Safety and Health Act and any other 
federal or state laws applicable to this Agreement.  This Agreement shall be governed by the laws 
of the State of Arizona and any suit pertaining to this Agreement may be brought only in courts 
in Maricopa County, Arizona. 
13. 
Termination; Cancellation. 
13.1 
For City’s Convenience.  This Agreement issued by the City are for the 
convenience of the City and, as such, may be terminated in whole or in part, without cause after 
receipt by Vendor of written notice by the City.  Upon termination for convenience, Vendor shall 
be paid for all undisputed services performed to the termination date. 
13.2 
For Cause.  This Agreement may be terminated if either party fails to 
perform any obligation under this Agreement and such party fails to cure is non-performance 
with 30 days after notice of nonperformance is given by the non-defaulting party, such party will 
be in default.  In the event of such default, the non-defaulting party may terminate this 
Agreement immediately for cause and will have all remedies that are available to it at law or in 
equity including, without limitation, the remedy of specific performance. If the nature of the 
defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, 
then the defaulting party will have such additional periods of time as may be reasonably 
necessary under the circumstances, provided the defaulting party immediately (1) provides 
written notice to the non-defaulting party and (2) commences to cure its nonperformance and 
thereafter diligently continues to completion the cure of its nonperformance. In no event shall 
any such cure period exceed 120 days, unless specifically authorized, in writing, by the City 
Manager or authorized designee. In the event of such termination for cause, payment shall be 
made by the City to the Vendor for the undisputed portion of its fee due as of the termination 
date.

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

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are not entitled to workers’ compensation benefits from the City.  The City does not have the 
authority to supervise or control the actual work of Vendor, its employees or subcontractors.  
The Vendor, and not the City, shall determine the time of its performance of the services provided 
under this Agreement so long as Vendor meets the requirements of its agreed Scope of Work as 
set forth in Section 2 above.  Vendor is neither prohibited from entering into other contracts nor 
prohibited from practicing its profession elsewhere.  City and Vendor do not intend to nor will 
they combine business operations under this Agreement. 
14.2 
Laws and Regulations.  The Vendor shall keep fully informed and shall at 
all times during the performance of its duties under this Agreement ensure that it and any person 
for whom the Vendor is responsible abides by and remains in compliance with all rules, 
regulations, ordinances, statutes or laws affecting the services, including, but not limited to, the 
following: (a) existing and future City and County ordinances and regulations, (b) existing and 
future State and Federal laws and (c) existing and future Occupational Safety and Health 
Administration standards. 
14.3 
Amendments.  This Agreement may be modified only by a written 
amendment signed by persons duly authorized to enter into contracts on behalf of the City and 
the Vendor. 
14.4 
Provisions Required by Law.  Each and every provision of law and any 
clause required by law to be in the Agreement will be read and enforced as though it were 
included herein and, if through mistake or otherwise any such provision is not inserted, or is not 
correctly inserted, then upon the application of either party, the Agreement will promptly be 
physically amended to make such insertion or correction. 
14.5 
Severability.  The provisions of this Agreement are severable to the extent 
that any provision or application held to be invalid by a Court of competent jurisdiction shall not 
affect any other provision or application of the Agreement which may remain in effect without 
the invalid provision or application. 
14.6 
Relationship of the Parties.  It is clearly understood that each party will act 
in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of 
the other.  An employee or agent of one party shall not be deemed or construed to be the 
employee or agent of the other for any purpose whatsoever.  The Vendor is advised that taxes 
or Social Security payments will not be withheld from any City payments issued hereunder and 
Vendor agrees to be fully and solely responsible for the payment of such taxes or any other tax 
applicable to this Agreement. 
14.7 
Entire Agreement; Interpretation; Parol Evidence.  This Agreement 
represents the entire agreement of the parties with respect to its subject matter, and all previous 
agreements, whether oral or written, entered into prior to this Agreement are hereby revoked 
and superseded by this Agreement.  No representations, warranties, inducements or oral 
agreements have been made by any of the parties except as expressly set forth herein, or in any 
other contemporaneous written agreement executed for the purposes of carrying out the

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provisions of this Agreement.  This Agreement shall be construed and interpreted according to 
its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party 
drafting the Agreement.  The parties acknowledge and agree that each has had the opportunity 
to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 
14.8 
Assignment.  No right or interest in this Agreement shall be assigned by 
Vendor without prior, written permission of the City signed by the City Manager and no 
delegation of any duty of Vendor shall be made without prior, written permission of the City 
signed by the City Manager.  Any attempted assignment or delegation by Vendor in violation of 
this provision shall be a breach of this Agreement by Vendor. 
14.9 
Subcontracts.  No subcontract shall be entered into by the Vendor with any 
other party to furnish any of the material or services specified herein without the prior written 
approval of the City.  The Vendor is responsible for performance under this Agreement whether 
or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any 
subcontract shall be a material breach of this Agreement by Vendor. 
14.10 Rights and Remedies.  No provision in this Agreement shall be construed, 
expressly or by implication, as waiver by the City of any existing or future right and/or remedy 
available by law in the event of any claim of default or breach of this Agreement.  The failure of 
the City to insist upon the strict performance of any provision of these Terms and Conditions or 
to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or 
the City’s acceptance of and payment for services, shall not release the Vendor from any 
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a 
waiver of any right of the City to insist upon the strict performance of this Agreement. 
14.11 Attorneys’ Fees.  In the event either party brings any action for any relief, 
declaratory or otherwise, arising out of this Agreement or on account of any breach or default 
hereof, the prevailing party shall be entitled to receive from the other party reasonable 
attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a 
jury, which shall be deemed to have accrued on the commencement of such action and shall be 
enforced whether or not such action is prosecuted through judgment. 
14.12 Liens.   All goods delivered and labor performed under this Agreement shall 
be free from all liens and, if the City requests, a formal release of all liens will be delivered to the 
City’s Procurement Officer. 
14.13 Offset. 
a. 
Offset for Damages.  In addition to all other remedies at law or 
equity, the City may offset from any money due to the Vendor any amounts Vendor owes to the 
City for damages resulting from breach or deficiencies in performance or breach of any obligation 
under this Agreement.

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b. 
Offset for Delinquent Fees or Taxes.  The City may offset from any 
money due to the Vendor any amounts Vendor owes to the City for delinquent fees, transaction 
privilege taxes and property taxes, including any interest or penalties. 
14.14 Notices and Requests.  Any notice or other communication required or 
permitted to be given under this Agreement shall be in writing and shall be deemed to have been 
duly given if (a) delivered to the party at the address set forth below, (b) deposited in the U.S. 
Mail, registered or certified, return receipt requested, to the address set forth below, (c) given to 
a recognized and reputable overnight delivery service, to the address set forth below: 
If to the City:  
City of Tolleson 
9055 West Van Buren Street 
Tolleson, Arizona  85353 
Attn:  Crystal Zamora, City Clerk 
With copy to:   
Pierce Coleman PLLC 
17851 N. 85th Street, Suite 175 
Scottsdale, Arizona 85255 
Attn:  Justin S. Pierce 
 
If to Vendor:  
Atlantic Pacific Standard, LLC 
5481 S. Beehive Avenue 
Tucson, Arizona 85746 
Attn: Mark Brownell  
 
or at such other address, and to the attention of such other person or officer, as any party may 
designate in writing by notice duly given pursuant to this section.  Notices shall be deemed 
received (a) when delivered to the party, (b) three business days after being placed in the U.S. 
Mail, properly addressed, with sufficient postage, or (c) the following business day after being 
given to a recognized overnight delivery service, with the person giving the notice paying all 
required charges and instructing the delivery service to deliver on the following business day.  If 
a copy of a notice is also given to a party’s counsel or other recipient, the provisions above 
governing the date on which a notice is deemed to have been received by a party shall mean and 
refer to the date on which the party, and not its counsel or other recipient to which a copy of the 
notice may be sent, is deemed to have received the notice. 
14.15 Confidentiality of Records. Vendor acknowledges that, in the performance 
of some services (including installation of materials), Vendor will be acquiring, using and adding 
to confidential information. “Confidential Information” includes, but is not limited to, the 
following types of information or other information of a similar nature, whether or not reduced 
to writing: (1) any information protected by applicable law from disclosure by the City; and (2) 
City’s public infrastructure, public safety and proprietary materials to the extent not required to 
be disclosed pursuant to applicable law. The Vendor shall establish and maintain procedures and

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controls that are acceptable to the City for the purpose of ensuring that Confidential Information 
and other information contained in its records or obtained from the City or from others in 
carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, 
officers, or employees, except as required to perform Vendor’s duties under this Agreement. 
Persons requesting such information should be referred to the City. Vendor also agrees that any 
information pertaining to individual persons shall not be divulged other than to employees or 
officers of Vendor as needed for the performance of duties under this Agreement. Vendor shall 
ensure its subcontractors are aware of and comply with this provision. 
14.16 Records and Audit Rights.   To ensure that the Vendor and its 
subcontractors are complying with the E-verify warranty, Vendor’s and its subcontractors’ books, 
records, correspondence, accounting procedures and practices, and other supporting evidence 
relating to this Agreement, including the papers of any Vendor and its subcontractors’ employees 
who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter 
referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction 
during normal working hours by the City, to the extent necessary to adequately permit (A) 
evaluation and verification of any invoices, payments or claims based on Vendor’s and its 
subcontractors’ actual costs (including direct and indirect costs and overhead allocations) 
incurred, or units expended directly in the performance of work under this Agreement and (B) 
evaluation of the Vendor’s and its subcontractors’ compliance with the Arizona employer 
sanctions laws referenced in the E-verify section. To the extent necessary for the City to audit 
Records as set forth in this subsection, Vendor and its subcontractors hereby waive any rights to 
keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed 
costs or units expended, the City shall have access to said Records, even if located at its 
subcontractors’ facilities, from the effective date of this Agreement for the duration of the work 
and until three years after the date of final payment by the City to Vendor pursuant to this 
Agreement. Vendor and its subcontractors shall provide the City with adequate and appropriate 
workspace so that the City can conduct audits in compliance with the provisions of this section. 
The City shall give Vendor or its subcontractors reasonable advance notice of intended audits. 
Vendor shall require its subcontractors to comply with the provisions of this subsection by 
insertion of the requirements hereof in any subcontract pursuant to this Agreement. 
14.17 E-verify Requirements.  To the extent applicable under A.R.S. § 41-4401, 
Vendor and its subcontractors warrant compliance 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).  Vendor’s or its subcontractor’s failure to comply with such warranty shall be 
deemed a material breach of this Agreement and may result in the termination of this Agreement 
by the City. 
14.18 Israel.  Vendor certifies that it is not currently engaged in and agrees for 
the duration of this Agreement that it will not engage in a “boycott” of goods and services from 
Israel, as that term is defined in A.R.S. § 35-393.

12 
14.19 China.  Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby 
agrees and certifies that it does not currently, and agrees for the duration of this Agreement that 
Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) 
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of 
China; or (3) 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.  
Vendor also hereby agrees to indemnify and hold harmless the City, its officials, employees, and 
agents from any claims or causes of action relating to the City’s action based upon reliance upon 
this representation, including the payment of all costs and attorney fees incurred by the City in 
defending such as action. 
14.20 Conflicting Terms.  In the event of any inconsistency, conflict or ambiguity 
among the terms of the Agreement, the Scope of Work, the Fee Proposal, the RFQ and the 
Vendor’s SOQ, the documents shall govern in the order listed herein. 
14.21 Non-Exclusive Contract.  This Agreement is entered into with the 
understanding and agreement that it is for the sole convenience of the City.  The City reserves 
the right to obtain like goods and services from another source when necessary. 
14.22 Cooperative Purchasing.  Specific eligible political subdivisions and 
nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted 
to utilize procurement agreements developed by the City, at their discretion and with the 
agreement of the awarded Vendor.  Vendor may, at its sole discretion, accept orders from Eligible 
Procurement Unit(s) for the purchase of the Equipment and Services at the prices and under the 
terms and conditions of this Agreement, in such quantities and configurations as may be agreed 
upon between the parties.  All cooperative procurements under this Agreement shall be 
transacted solely between the requesting Eligible Procurement Unit and Vendor.  Payment for 
such purchases will be the sole responsibility of the Eligible Procurement Unit.  The exercise of 
any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive 
obligation of such unit.  The City assumes no responsibility for payment, performance or any 
liability or obligation associated with any cooperative procurement under this Agreement.  The 
City shall not be responsible for any disputes arising out of transactions made by others. 
 
[SIGNATURES ON THE FOLLOWING PAGE(S).] 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

13 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last 
date and year first set forth below. 
 
“City” 
 
CITY OF TOLLESON,  
an Arizona municipal corporation 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reyes Medrano, Jr., City Manager 
 
 
 
Date 
 
ATTEST: 
 
 
 
 
 
 
 
 
Crystal Zamora, City Clerk 
 
APPROVED AS TO FORM: 
 
 
 
 
 
 
 
 
Justin S. Pierce, City Attorney 
 
 
“Vendor” 
 
ATLANTIC PACIFIC STANDARD, LLC, 
an Arizona limited liability company 
 
By: 
 
 
 
 
 
 
 
 
 
 
 
 
Name:  
 
 
 
 
 
 
Date 
Title:

Professional Services Agreement - EXHIBIT A 
EXHIBIT A 
TO 
PROFESSIONAL SERVICES AGREEMENT 
BETWEEN 
THE CITY OF TOLLESON 
AND 
ATLANTIC PACIFIC STANDARD, LLC  
(RFQ) 
 
See following pages (to be added subsequent to execution).

Professional Services Agreement - EXHIBIT B 
EXHIBIT B 
TO 
PROFESSIONAL SERVICES AGREEMENT 
BETWEEN 
THE CITY OF TOLLESON 
AND 
ATLANTIC PACIFIC STANDARD, LLC 
 (Proposal) 
 
See following pages (to be added subsequent to execution).

Professional Services Agreement - EXHIBIT C 
EXHIBIT C 
TO 
PROFESSIONAL SERVICES AGREEMENT 
BETWEEN 
THE CITY OF TOLLESON 
AND 
ATLANTIC PACIFIC STANDARD, LLC 
(Scope of Work) 
 
See following pages (to be added subsequent to execution).

Professional Services Agreement - EXHIBIT D 
EXHIBIT D 
TO 
PROFESSIONAL SERVICES AGREEMENT 
BETWEEN 
THE CITY OF TOLLESON 
AND 
ATLANTIC PACIFIC STANDARD, LLC 
(Fee Schedule + Fee Proposal) 
 
See following pages.

(928)380-3871               • 
      3001 S 12th Ave, Unit 1, Tucson AZ 85713               • 
Info@apsge.com 
 
 
Atlantic Pacific Standard 
 
 
 
 
 
 
1/07/2026 
3001 S 12th Ave, Unit 1 
Tucson AZ 85713 
 
To: City of Tolleson 
Attn: Purchasing Dept. 
Location: Citywide Welding Services 
 
Scope of Work: 
 
Atlantic Pacific Standard (APS) proposes to furnish materials, labor, and equipment for welding services as 
required for the City of Tolleson, AZ per the RFQ.  
 
Atlantic Pacific Standard was founded in 2005 by Richard Otero. We have successfully performed General 
Engineering, Mechanical / Process Piping welding and structural fabrication projects throughout the Western 
States over the past 20 years.  We utilize in-house fabrication and self-perform all of field welding services. We 
are currently Arizona Registrar of Contractors and hold ASME “U”, “R” and “S” certificates. 
 
 
Licenses: 
 
      KA Dual Engineering – ROC 331956 
      A – General Engineering – ROC 329615 
     C 4 – Boilers, Steam fitting and Process Piping – ROC 308273 
     CR 39 – Air Conditioning and Refrigeration – ROC 342472 
     CR 77 – Plumbing including Solar – ROC 336951 
     CR 11 – Electrical – ROC 354504 
 
Please review our fee structure below: 
 
1) Shop drawings – if required would be on a per project basis, based on complexity.  
2) Materials – cost of goods, plus a 12.5% mark-up 
3) Consumables – are covered in our hourly fee 
4) Shop fabrication services - $105.00 / hr. Overtime rate - $157.50/hr. 
5) Field welding services – Carbon Steel - $130.00/hr. Overtime rate - $195.00/hr. 
- 
Helpers - $55.00/hr. Overtime rate - $82.50 
6) Field welding services – Stainless steel / Aluminum - $155.00/hr. 
- 
Helpers- $55.00/hr. Overtime rate $97.50/hr. 
7) Equipment – Field Forklifts, Aerial Lifts (etc.) will be invoiced at cost plus 12.5% markup 
 
 
 
Exclusions: 
• 
Coring 
• 
Hole Patching 
• 
ICRA 
• 
Floor Protection within patient areas 
• 
Roofing Protection 
• 
Temporary Lighting for other trades 
• 
Test and balance or system calibration. 
• 
Disinfection or treatment of domestic water

(928)380-3871               • 
      3001 S 12th Ave, Unit 1, Tucson AZ 85713               • 
Info@apsge.com 
• 
All work not otherwise included in this 
proposal.  
• 
Any start-up of any kind 
• 
Valving operation 
• 
Bond 
• 
Contract Taxes 
• 
Flooring and building protection. 
• 
Final cleaning outside of APS scope of 
work areas 
• 
Partition removal  
• 
Chillers 
• 
Pumps 
• 
System air and water balancing  
• 
Toilet and restroom accessories removal 
and placement 
• 
Engineering  
• 
Property Security 
• 
Temporary facilities 
 
• 
Maintenance 
• 
Pump alignment 
• 
Grouting  
• 
Remediation 
• 
Controls 
• 
HVAC 
• 
Excavation 
• 
Overtime (other than if specifically 
mentioned above) 
• 
Off hours (other than if specifically 
mentioned above) 
• 
Backfill and compaction. 
• 
Bell holes 
• 
X-Ray welds and or pipe welding 
• 
Buy American Act 
• 
Buy America Act 
• 
SWPPP 
• 
Permits 
• 
Parking Fees 
• 
Pumps 
• 
All controls 
 
Terms and Conditions: 
Any unforeseen issues encountered during the installation process will be communicated 
promptly, and additional costs, if any, will be discussed and agreed upon before 
proceeding. 
Estimate Valid for 30 Days 
 
We appreciate the opportunity and look forward to working with you on this project. 
Please don’t hesitate to reach out with any questions or additional requirements. 
 
  Sincerely,  
 
 
Mark Brownell 
Estimator 
Atlantic Pacific Standard  
(520) 940-3321 
markb@apsge.com