02 24 26 PR - PSA - Rossco Electric LLC - End Date 02 01 27

City of Tolleson — City Council (2026-02-24)

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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
ROSSCO ELECTRIC, LLC

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made between the CITY
OF TOLLESON, an Arizona municipal corporation (the “City”) and ROSSCO ELECTRIC, LLC, an
Arizona limited liability company (the “Consultant”) (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 No. __________ (the “RFP”), attached
hereto as Exhibit A, and incorporated herein by reference, seeking statements of qualifications
(the “SOQ”) from vendors for professional lighting services.

B.
The Consultant submitted a SOQ in response to the RFQ, attached hereto as Exhibit
B, and incorporated herein by reference, and the City desires to enter into an Agreement with the
Consultant to provide lights and to convert lights at Veterans Park from Halogen to LED (the
“Materials” and “Services,” as applicable).

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
Consultant hereby agree as follows:

1.
Term of Agreement. This Agreement shall be effective as of the date first set forth
above and shall remain in full force and effect until February 1, 2027 (the “Term”), unless
terminated as otherwise provided in this Agreement.

2.
Scope of Work. Consultant shall provide the Materials 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 Consultant a price not to exceed the amount
designated in the Purchase Order or Authorization for Materials and Services provided to
Consultant for the Materials and Services as set forth in the Fee Proposal, attached hereto as
Exhibit D and incorporated herein by reference.

4.
Payments. The City shall pay the Consultant 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.
Consultant Personnel. Consultant shall provide adequate, experienced personnel,
capable of and devoted to the successful completion of the Services to be performed under this
Agreement. Consultant agrees to assign specific individuals to key positions. If deemed qualified,
the Consultant is encouraged to hire City residents to fill vacant positions at all levels. Consultant
agrees that, upon commencement of the 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 Services for a continuous period exceeding 30
calendar days, or are expected to devote substantially less effort to the Services than initially
anticipated, Consultant 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 Consultant’s performance. The Consultant shall provide and
maintain a self-inspection system that is acceptable to the City.

8.
Licenses; Materials. Consultant shall maintain in current status all federal, state
and local licenses and permits required for the operation of the business conducted by the
Consultant. The City has no obligation to provide Consultant, 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 Consultant.

9.
Performance Warranty. Consultant warrants that the Materials 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 Consultant shall
indemnify, defend 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 or based upon the negligent acts, intentional misconduct, errors, mistakes or
omissions, in connection with the work or services of the Consultant, its officers, employees,
agents, or any tier of subcontractor in the performance of this Agreement. The amount and type

of insurance coverage requirements set forth below will in no way be construed as limiting the
scope of the indemnity in this Section.

11.
Insurance.

11.1
General.

a.
Insurer Qualifications. Without limiting any obligations or liabilities
of Consultant, Consultant shall purchase and maintain, at its own expense, hereinafter stipulated
minimum insurance 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 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
Consultant. 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 Consultant 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 as specified under the respective
coverage sections of this Agreement.

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, unless
specified otherwise in this Agreement.

e.
Primary Insurance. Consultant’s insurance shall be primary
insurance with respect to performance of this Agreement and in the protection of the City as an
Additional Insured.

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 Consultant. Consultant 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. Consultant 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, Consultant shall execute written agreements with its subcontractors
containing the indemnification provisions set forth in this Section and insurance requirements
set forth herein protecting the City and Consultant. Consultant 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, Consultant 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 Consultant’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 Services and the City’s acceptance of the Consultant’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 Consultant’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 the RFQ number and title or this Agreement. A $25.00 administrative fee shall be
assessed for all certificates or declarations received without the appropriate RFQ number and
title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and
declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ
number and title or a reference to the 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.

(2)
Consultant’s insurance shall be primary insurance as respects performance of the
Agreement.

(3)
All policies, except for Professional Liability, including Workers’ Compensation,
waive rights of recovery (subrogation) against City, its agents, representatives,
officers, officials and employees for any claims arising out of work or services
performed by Consultant under this Agreement.

(4)
A 30-day advance notice cancellation provision. If ACORD certificate of insurance
form 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. Consultant 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. Consultant shall maintain Business Automobile
Liability insurance with a limit of $1,000,000 each occurrence on Consultant’s owned, hired and
non-owned vehicles assigned to or used in the performance of the Consultant’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 Consultant engages in any professional services or work
adjunct or residual to performing the work under this Agreement, the Consultant shall maintain
Professional Liability insurance covering negligent errors and omissions arising out of the Services
performed by the Consultant, or anyone employed by the Consultant, or anyone for whose
negligent acts, mistakes, errors and omissions the Consultant 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 Services, and the Consultant shall
be required to submit certificates of insurance and a copy of the declaration page(s) of the
insurance policies evidencing proper coverage is in effect as required above.

d.
Workers’ Compensation Insurance. Consultant shall maintain
Workers’ Compensation insurance to cover obligations imposed by federal and state statutes
having jurisdiction over Consultant’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, Consultant 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 suit pertaining to this Agreement may be
brought only in courts in the State of Arizona.

13.
Termination; Cancellation.

13.1
For City’s Convenience. This Agreement is for the convenience of the City
and, as such, may be terminated without cause after receipt by Consultant of written notice by
the City. Upon termination for convenience, Consultant shall be paid for all undisputed services
performed to the termination date.

13.2
For Cause. This Agreement may be terminated by either party upon 30
days’ written notice should the other party fail to substantially perform in accordance with this
Agreement’s terms, through no fault of the party initiating the termination. In the event of such
termination for cause, payment shall be made by the City to the Consultant for the undisputed
portion of its fee due as of the termination date.

13.3
Due to Work Stoppage. This Agreement may be terminated by the City
upon 30 days’ written notice to Consultant in the event that the Services are permanently
abandoned. In the event of such termination due to work stoppage, payment shall be made by
the City to the Consultant 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 consultant 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 Consultant, 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 Consultant or any
agent or representative of the Consultant 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 Consultant an amount equal to 150% of the gratuity.

13.6
Agreement Subject to Appropriation. The Agreement is subject to the
provisions of ARIZ. CONST. ART. IX,§ 5 and A.R.S. § 42-17106. The provisions of this Agreement for
payment of funds by the City shall be effective when funds are appropriated for purposes of this
agreement and are actually available for payment. The City shall be the sole judge and authority
in determining the availability of funds under this Agreement and the City shall keep the
Consultant fully informed as to the availability of funds for the Agreement. The obligation of the
City to make any payment pursuant to this Agreement is a current expense of indebtedness of
the City. If the City Council fails to appropriate money sufficient to pay the amounts as set forth
in the Agreement during any immediately succeeding fiscal year, this Agreement shall terminate

at the end of then-current fiscal year and the City and the Consultant shall be relieved of any
subsequent obligation under this Agreement.

14.
Miscellaneous.

14.1
Independent Contractor. The Consultant acknowledges and agrees that
the Materials and Services provided under this Agreement are being provided as an independent
contractor, not as an employee or agent of the City. Consultant, its employees and
subcontractors 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 Consultant, its employees or
subcontractors. The Consultant, and not the City, shall determine the time of its performance of
the services provided under this Agreement so long as Consultant meets the requirements of its
agreed Scope of Work as set forth in Section 2 above. Consultant is neither prohibited from
entering into other contracts nor prohibited from practicing its profession elsewhere. City and
Consultant do not intend to nor will they combine business operations under this Agreement.

14.2
Laws and Regulations. The Consultant 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 Consultant is responsible remains in compliance with all rules, regulations,
ordinances, statutes or laws affecting the Materials or Services, including 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 (“OSHA”)
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 Consultant.

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 Consultant is advised that taxes

or Social Security payments will not be withheld from any City payments issued hereunder and
Consultant 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
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
Consultant without prior, written permission of the City signed by the City Manager and no
delegation of any duty of Consultant shall be made without prior, written permission of the City
signed by the City Manager. Any attempted assignment or delegation by Consultant in violation
of this provision shall be a breach of this Agreement by Consultant.

14.9
Subcontracts. No subcontract shall be entered into by the Consultant with
any other party to furnish any of the material or services specified herein without the prior
written approval of the City. The Consultant is responsible for performance under this
Agreement whether or not subcontractors are used.

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 term or condition of this Agreement 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 Consultant 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 Materials or Services shall be free of all liens and, if the City
requests, a formal release of all liens shall be delivered to the City.

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 Consultant any amounts Consultant owes
to the City for damages resulting from breach or deficiencies in performance or breach of any
obligation under this Agreement.

b.
Offset for Delinquent Fees or Taxes. The City may offset from any
money due to the Consultant any amounts Consultant 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 or (d)
delivered by facsimile transmission to the number set forth below:

If to the City:
City of Tolleson
9055 W. Van Buren Street
Tolleson, Arizona 85353
Attn: Crystal Zamora, City Clerk

With copy to:
Pierce Coleman PLLC
17851 North 85th Street, Suite 175
Scottsdale, Arizona 85255
Attn: Justin Pierce, City Attorney

If to Consultant:
Rossco Electric, LLC
19202 N 30th Street
Phoenix, Arizona 85050
Attn: Donald Ross Eugene

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 subsection. 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, (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, or (d) when
received by facsimile transmission during the normal business hours of the recipient. 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. The Consultant shall establish and maintain
procedures and controls that are acceptable to the City for the purpose of ensuring that
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 Consultant’s duties under this Agreement. Persons
requesting such information should be referred to the City. Consultant also agrees that any
information pertaining to individual persons shall not be divulged other than to employees or
officers of Consultant as needed for the performance of duties under this Agreement.

14.16 Records and Audit Rights. Consultant’s and its subcontractor’s books,
records, correspondence, accounting procedures and practices, and any other supporting
evidence relating to this Agreement, including the papers of any Consultant and its
subcontractors’ employees who perform any work or Services pursuant to this Agreement to
ensure that the Consultant and its subcontractors are complying with the warranty under
subsection 14.17 below (all 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 (1) evaluation and verification of any invoices,
payments or claims based on Consultant’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 (2) evaluation of the Consultant’s and its
subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection
14.17 below. To the extent necessary for the City to audit Records as set forth in this subsection,
Consultant 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 Consultant pursuant to this Agreement. Consultant 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 subsection. The City shall give
Consultant or its subcontractors reasonable advance notice of intended audits. Consultant 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,
the Consultant and its subcontractors warrant compliance with all federal immigration laws and
regulations that relate to their employees and their compliance with the E-verify requirements
under A.R.S. § 23-214(A). Consultant’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. Consultant 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 Ariz. Rev. Stat. § 35-393.

14.19 China. Pursuant to and in compliance with A.R.S. § 35-394, Consultant
hereby agrees and certifies that it does not currently, and agrees for the duration of this
Agreement that Consultant 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. Consultant 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 Disengagement. In the event the Contract is terminated by either party,
Consultant agrees to confer back to the City all of its data, in usable and normalized format,
within 30 days of notice of termination. There shall be no charge for the return of City data to
the City.

14.21 Survival. The obligations of Consultant under this Section shall survive the
termination of the Contract.

14.22 Scrutinized Business Operations. Pursuant to A.R.S. §§ 35-391.06 and 35-
393.06, the Consultant certifies that it does not have scrutinized business operations in Sudan or
Iran. For the purpose of this subsection the term “scrutinized business operations” shall have
the meanings set forth in A.R.S. § 35-391 or 35-393, as applicable. If the City determines that the
Consultant submitted a false certification, the City may impose remedies as provided by law
including terminating this Agreement pursuant to subsection 13.2 above.

14.23 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
Consultant’s SOQ, the documents shall govern in the order listed herein.

14.24 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.
14.25 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 Consultant. Consultant may, at its sole discretion, accept orders from

Eligible Procurement Unit(s) for the purchase of the Materials or 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 Consultant. 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 FOLLOWING PAGE]

EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
ROSSCO ELECTRIC, LLC
(RFQ)

The exhibit will be incorporated and attached upon execution of this Agreement.

EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
ROSSCO ELECTRIC, LLC
(SOQ)

The exhibit will be incorporated and attached upon execution of this Agreement.

EXHIBIT C
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
ROSSCO ELECTRIC, LLC
(Scope of Work)

The exhibit will be incorporated and attached upon execution of this Agreement.

EXHIBIT D
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
ROSSCO ELECTRIC, LLC
(Fee Proposal)

See following pages.

Thank you for your business!
ROSSCO ELECTRIC, LLC - ROC 196155
2416 S 18th St
Phoenix, AZ 85034-6709
602-509-7887
ADDRESS
SHIP TO
City of Tolleson
9055 West Van Buren Street
Tolleson, Arizona 85353
Veterans Park
8601 W Van Buren St
Tolleson, AZ 85353
Proposal 2701 Veterans Park
DATE 11/19/2025

ACTIVITY
QTY
RATE
AMOUNT
MATERIAL AND LABOR
Conversion of lighting at Veterans Park
from Halogen to LED
Project Description
This project includes all labor, materials,
equipment, tools, transportation, and
related services required for a complete
turnkey installation.
A total of eight (8) existing sports light
poles at Veterans Park will be converted
from halogen fixtures to LED.
Proposal Price good for 30 days.
Proposal is if for simultaneous light fixture
conversion.
Work to be performed at baseball field
and multipurpose field in a 2 week
concurrent schedule.
Multipurpose Field
Four (4) poles
Six (6) existing halogen fixtures per pole
All fixtures to be replaced with Musco
LED luminaires
Baseball Field
Two (2) poles with four (4) fixtures each
Two (2) poles with five (5) fixtures each
All fixtures to be replaced with Musco
LED luminaires
1 245,000.00
245,000.00T

Thank you for your business!
ACTIVITY
QTY
RATE
AMOUNT
The new lighting system will be
compatible with Musco Control-Link®,
and I will provide photometric
documentation to verify that the installed
LED system meets IES recommended
light levels for Class III sporting events.
Lighting System to Be Provided (Musco
Sports Lighting)
I will be supplying a complete HID-to-LED
system upgrade package from Musco
Sports Lighting. Musco will provide:
Lighting Performance
Guaranteed light levels per Musco’s
engineered photometric design
BallTracker® technology for improved
visibility and reduced glare
System Components
Forty-two (42) factory-aimed and pre-
assembled LED luminaires, including
BallTracker® units
Factory-assembled wire harnesses for
each pole
UL-listed assemblies
Enhanced corrosion protection for long-
term durability
Control Systems (Existing System to
Remain Active)
Control-Link® remote control and
monitoring with 24/7 customer support
Ten (10) additional years of Control-Link®
programming
Musco provided Sports Lighting Warranty
& Support
A comprehensive 10-year product
assurance and warranty covering all
materials and on-site labor, ensuring zero
maintenance costs during the warranty
period
Ongoing support through Musco’s
Lighting Services Team of 200+
specialists and a nationwide network of
contractors
Warranty coverage begins on the product
shipment date
Excludes
* All permitting, engineering & after hours
fees
* Sales tax
* Landscaping
* Replacement of existing electrical
circuits
* Controls to remain the same
* No additional wiring except wiring
included with the lighting package
* Existing light pole modification not
covered in Musco install detail

Thank you for your business!
Thank you for your business. We charge a 3% processing fee
for credit card payments.
EXCLUSIONS: TAXES, BONDS, PERMITS, FEES,
ENGINEERING, FIRE ALARMS SYSTEM, TEMPORARY
POWER, FIXTURE SUPPORT WIRES, FORMED
CONCRETE, DEMO HAUL-AWAY, DEMO TO MAKE SAFE
ONLY, PARKING, LAMP AND BALLAST DISPOSAL,
SPRINKLER PIPE REPAIRS, LANDSCAPE REPAIR AND
REPLACEMENT, OVERTIME, UTILITY COMPANY
CHARGES, ROOF PATCH, AND FIXTURE BONNETS.
WORK TO TAKE PLACE DURING NORMAL BUSINESS
HOURS.
SUBMITTED BY: THIS PROPOSAL MAY BE WITHDRAWN IF
NOT ACCEPTED WITHIN 30 DAYS. YOUR SIGNATURE
BELOW INDICATES ACCEPTANCE FOR PAYMENT AND
AUTHORIZATION TO PROCEED.
__________________________________
________________ _____________________________
ACCEPTED BY DATE PRINTED NAME
SUBTOTAL
245,000.00
TAX (0%)
0.00
TOTAL
$245,000.00
Accepted By
Accepted Date