07 08 25 PR - A and Sons Electric Inc. PSA - End Date 06 30 26

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PROFESSIONAL SERVICES AGREEMENT 
BETWEEN 
THE CITY OF TOLLESON 
AND 
A & SONS ELECTRIC, INC. 
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) between the City of 
Tolleson, an Arizona municipal corporation (the “City”) and A & Sons Electric, Inc., an Arizona 
corporation, (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 Proposal, FO 25-02 (the “RFP”), a copy of which is on 
file in the City’s Finance Office and incorporated herein by reference, seeking proposals from 
vendors interested in providing Generator Wiring for Parks and Recreation Facility (the 
“Services”).  The City received no bids on the RFP.  
B. 
Subsequent to the RFP, the City requested quotes for the Services.  The Vendor 
responded by submitting a quote (the “Quote”), which was the lowest quote for the Services. A 
copy of the Quote is attached hereto as Exhibit A and incorporated herein by reference.  
C.  
The City desires to enter into an Agreement with Vendor for the 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 June 30, 2026 (the “Initial Term”), unless 
terminated as otherwise provided in this Agreement.  
2. 
Scope of Work.  Vendor shall provide the Services as set forth in the Scope of 
Work, attached hereto as Exhibit A and incorporated herein by reference. 
3. 
Compensation.  The City shall pay Vendor a price not to exceed $250,000.00 as set 
forth in the Fee Proposal. 
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.

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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 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 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, 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 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”) to the extent that such Claims (or actions in respect thereof) are caused by the 
negligent acts, recklessness or intentional misconduct of the Vendor, its officers, employees, 
agents, or any tier of subcontractor in connection with Vendor’s work or services 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 Vendor, Vendor shall purchase and maintain, at its own expense, hereinafter stipulated 
minimum insurance with insurance companies authorized to do business in the State of Arizona

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pursuant to A.R.S. § 20-206, 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 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 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.  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. 
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 set forth in this Section 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.

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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 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 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. 
(c) 
Excess Liability – Follow Form to underlying insurance. 
(2) 
Vendor’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 Vendor under this Agreement. 
11.2 
Required Insurance Coverage.

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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 
adjunct or residual to performing the work under this Agreement, the Vendor shall maintain 
Professional Liability insurance covering negligent errors and omissions arising out of the 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 Services, and the Vendor 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.  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.

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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 lawsuit pertaining to this Agreement may be brought only in 
courts in the County of Maricopa, 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 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 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 Vendor 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 Vendor 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 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 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 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.

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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 Vendor 
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 Vendor shall be relieved of any subsequent 
obligation under this Agreement. 
14. 
Miscellaneous. 
14.1 
Independent Contractor.  The Vendor acknowledges and agrees that the 
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 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 remains in compliance with all rules, regulations, ordinances, 
statutes or laws affecting the 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 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

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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 
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. 
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 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

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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 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. 
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:  
A & Sons Electric, Inc. 
6622 S. 66th Avenue 
Laveen, Arizona 85339 
 
 
 
Attn:  Adam Arevalo 
 
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.  If a copy of

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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 Vendor 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 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. 
14.16 Records and Audit Rights.  Vendor’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 Vendor and its subcontractors’ employees 
who perform any work or Services pursuant to this Agreement to ensure that the Vendor 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 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 (2) 
evaluation of the Vendor’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, 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 
subsection.  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, 
the Vendor 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).  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.

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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. 
14.19 China.  Pursuant to and in compliance with A.R.S. § 35-394, Contractor 
hereby agrees and certifies that it does not currently, and agrees for the duration of this 
Agreement that Contractor 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.  Contractor 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 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. 
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date 
and year first set forth below. 
 
“City” 
 
CITY OF TOLLESON,  
an Arizona municipal corporation

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Reyes Medrano, Jr., City Manager 
 
 
 
Date 
 
ATTEST: 
 
 
 
 
 
 
 
 
Crystal Zamora, City Clerk 
 
APPROVED AS TO FORM: 
 
 
 
 
 
 
 
 
Justin S. Pierce, City Attorney 
 
 
“Vendor” 
 
A & SONS ELECTRIC, INC., 
an Arizona corporation 
 
By: 
 
 
 
 
 
 
 
 
 
 
 
 
Name:  
 
 
 
 
 
 
Date 
Title:

Professional Services Agreement - EXHIBIT C 
EXHIBIT A 
TO 
PROFESSIONAL SERVICES AGREEMENT 
BETWEEN 
THE CITY OF TOLLESON 
AND 
A & SONS ELECTRIC, INC. 
(Scope + Fee Proposal) 
 
See following pages.

Professional Services Agreement - EXHIBIT C

Professional Services Agreement - EXHIBIT C