Hill Bros - chemical disinfection

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AGREEMENT PURSUANT TO SOLICITATION

CITY OF MESA AGREEMENT 2024136
CHLORINE AND SODIUM HYPOCHLORITE

CITY OF MESA, Arizona (‘“City”)

Department Name City of Mesa — Purchasing Division
Mailing Address P.O. Box 1466
Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 450
Mesa, AZ 85201
Attention Ted Stallings, CPPB
Procurement Officer II
E-Mail Ted.Stallings@MesaAZ.qov
Telephone (480) 644-2815
AND
HILL BROTHERS CHEMCIAL COMPANY, (“Contractor”)
Mailing Address 21639 North 12" Avenue, Suite 100
Phoenix, AZ 85027
Remit to Address 3000 East Birch Street, Suite 108
Brea, CA 92821
Attention Mike Zaragoza
E-Mail mz@hillbrothers.com

Telephone 602-315-9363

CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

This agreement pursuant to Solicitation (“Agreement”) is entered into this 7° day of October, 2024, by and
between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and Hill Brothers Chemical,
a(n) California corporation/company/natural person (“Contractor”). The City and Contractor are each a
“Party” to the Agreement or together are “Parties” to the Agreement.

RECITALS

A. The City issued Solicitation number 2024136 (“Solicitation”) for CHLORINE AND SODIUM
HYPOCHLORITE, to which Contractor provided a response (“Response”); and

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

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

TERMS & CONDITIONS

1. Term. This Agreement is for a term beginning on 10/07/2024 and ending on 10/06/2027. The use
of the word “Term” in the Agreement includes the aforementioned period as well as any applicable
extensions or renewals in accordance with this Section 1.

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

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

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

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

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

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

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

a. Agreement

b. Exhibits
1. Mesa Standard Terms & Conditions
2. Scope of Work

c. Solicitation including any addenda
d. Contractor Response

Payment.

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

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

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

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

5.3 Price Adjustment. Any requests for reasonable price adjustments must be submitted in

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

Every ninety (90) to one-hundred and twenty (120) day period, the Contractor may submit
a written request to the City to allow an increase to the prices in an amount not to exceed
the twelve (12) month change in the Consumer Price Index for All Urban Consumers
(CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S.
Department of Labor, Bureau of Labor Statistics (http:/Awww.bls.gov/cpi/home.htm) or
current market conditions such as, but not limited to supply chain raw materials and product
availability, trucking, etc. The City shall review the request for adjustment and respond in
writing; such response and approval shall not be unreasonably withheld.

5.4

5.5

5.6

Renewal and Extension Pricing. Any extension of the Agreement will be at the same
pricing as the initial Term. if the Agreement is renewed in accordance with Section 1,
pricing may be adjusted for amounts other than inflation that represent actual costs to the
Contractor based on the mutual agreement of the parties. The Contractor may submit a
request for a price adjustment along with appropriate supporting documentation
demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the
renewal period and may be adjusted thereafter as outlined in the previous section. There
is no guarantee the City will accept a price adjustment.

Payment of Funds. Contractor acknowledges the City may, at its option and where
available use a Credit Card/Procurement Card to make payment for orders under the
Agreement with no additional charge/fee. Otherwise, payment will be through a traditional
method of a check.

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

Insurance.

6.1

6.2

6.3

6.4

6.5

6.6

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

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

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

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

Before the execution of the Agreement, Contractor will verify insurance coverage and may
be asked to provide the City with a Certificate of Insurance (using an appropriate “ACORD"
or equivalent certificate) signed by the issuer with applicable endorsements. The City
reserves the right to request additional copies of any or all of the policies, endorsements,
or notices relating thereto required under the Agreement.

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

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

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

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

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

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

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

6.9.4 Contractor’s Pollution Liability - Contractors pollution liability coverage with
project-specific limits of $1,000,000 per loss and a $2,000,000 annual aggregate
for losses caused by pollution conditions that arise from the operations of the
Contractor as specified in the Contract’s scope of work and which shall include:

i. Bodily injury sickness, disease, death, mental anguish or shock;

ii, Property damage, including physical injury, to or destruction of property
including loss of use, cleanup costs, and loss of use of property not
physically injured nor destroyed; and

iii. Defense costs, including charges and expenses for investigation and
claims adjustment.

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

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

10.

11,

12,

13.

14.

15.

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

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

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

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

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

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

Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two
(2) or more counterparts, each of which will be deemed an original and all of which, taken together,

will constitute one agreement. A facsimile or other electronically delivered signature to the
Agreement will be deemed an original and binding upon the Party against whom enforcement is
sought.

Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby
incorporated by reference into the Agreement as if written out and included herein. In the event of
any inconsistency between the terms of the bady of the Agreement and the Exhibits, the language
of the Agreement will control.

Exhibits to this Agreement are the following:

o (A) Scope of Work / Technical Specifications
oo (B) Pricing
o (C) Mesa Standard Terms and Conditions

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

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

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

Respondent Certification

By submitting the Response and signing this Certification, the Respondent understands and
certifies to all of the following:

a)

b)

c)

d)

e)

9)

h)

D}

dD

The information provided in Respondent's Response it true and accurate to the best of
Respondent’s knowledge.
Respondent is under no legal prohibition that would prevent Respondent from contracting with the
City of Mesa.
Respondent has read and understands the Solicitation packet as a whole (including attachments,
exhibits, and referenced documents) and: (i) can attest that Respondent is in compliance with the
requirements of the Solicitation packet; and (ii) is capable of fully carrying out the requirements of
the Solicitation as set forth in Respondent's Response.
To Respondent's knowledge, Respondent and Respondent's employees have no known,
undisclosed conflicts of interest as defined by applicable law or City of Mesa Procurement Rules.
If Respondent or Respondent employees have a known conflict of interest, Respondent has
disclosed the conflict in its Response.
Respondent did not engage in any anti-competitive practices related to its Response or the
Solicitation. The prices offered by Respondent were independently developed without consultation
or collusion with any other Respondents or potential Respondents.
No gifts, payments or other consideration were made to any City employee, officer, elected official,
agent, or consultant who has or may have a role in the procurement process for the
services/materials covered by the Solicitation.
Respondent grants the City of Mesa permission to copy all parts of its Response including, without
limitation, any documents and materials copyrighted by Respondent: (i) for the City’s use in
evaluating the Response; and (ii) to be disclosed in response to a public records request under
Arizona's public records law (A.R.S. § 39-121 et. seq.) or other applicable law, subpoena, or other
judicial process provided such disclosure is in accordance with City of Mesa Procurement Rule
6.13.
If a contract is awarded to Respondent as a result of the Response submitted to the Solicitation
Respondent will:
i. Provide the materials or services specified in the Response in compliance with all
applicable federal, state, and local statutes, rules and policies;
ii. Honor all elements of the Response submitted by Respondent to the City including, but not
limited to, the price and the materials/services to be provided; and
iii. Enter into an agreement with the City based on the terms and conditions of the Solicitation
and the Response, subject to any negotiated exceptions and terms.
Respondent is current in all obligations due to the City including any amounts owed the City and
any licenses/permits required for the general lawful conduct of business. Respondent shall acquire
all licenses/permits necessary to lawfully conduct business specific to the Solicitation prior to the
execution of a contract with the City pertaining to the Solicitation.
The signatory of this Certification is an officer or duly authorized agent of Respondent with full
power and authority to submit binding offers for the goods/services specified herein. Respondent
intends by the submission of this Certification to be bound by the terms of the Certification,
Solicitation, and Response, subject to any negotiated terms/exceptions.

ACCEPTED AND AGREED TO BY RESPONDENT:

Company Name: Hill Brothers Chemical Company RY WU yy,
PD .. 3 Ss. Ros
Signature: Kedqiring emiene” Se * we
CRPORATE SOE
Printed Name: Patricia Santana +
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Title: Corporate Secretary San HZ eS
Date: 5110/2024 ‘ing SN OS

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City Acceptance of Offer
The below document will be executed when Agreement is finalized and awarded.

ACCEPTANCE OF OFFER:

The offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the
Contract, including all terms and conditions, specifications, addenda, etc. This contract shall henceforth be
referred to as Contract Number 2024136

Awarded this 215! day of October, 2024.

Edward Quedens

Edward Quedens, CPPO, C.P.M.
As Business Services Director

REVIEWED BY:

py, _[ee Stallings

Ted Stallings, CPPB
Procurement Officer II

EXHIBIT A
SCOPE OF WORK

SCOPE OF WORK: To purchase and delivery of Chlorine and Sodium Hypochlorite.

The term of any resulting contract shall be for three (3) years with an opportunity to renew for an
additional two (2) years as provided for within the Scope of Work and Terms and Conditions of this

RFB.

CHLORINE 99.5%, LIQUID (95 LBS. AND 150 LBS. CYLINDERS):

a.

Minimum specifications for ninety five pounds (95 Ibs.) and one hundred fifty pounds (150)
Ibs. Cylinders :
i. The material shall meet the most current version of the American Water Works
Association (AWWA) Standard B301.
ii. The chlorine will be ninety-nine-point five percent (99.5%) pure by volume.

1. General: The liquid chlorine supplied under this standard shall contain no
soluble mineral or organic substances in quantities capable of producing
deleterious or injurious effects on the health of persons consuming water
that has been treated properly with the liquid chlorine.

2. Moisture: The liquid chlorine supplied shall be dry chlorine. Moisture shall
not exceed one hundred fifty (150) ppm (0.015 percent), by weight.

3. Heavy metals: The sum of all heavy metals shall not exceed thirty (30)
ppm (0.003 percent) expressed as lead.

4, Lead shall not exceed ten (10) ppm (0.001 percent) reported as lead.

5. Mercury shall not exceed one (1) ppm (0.001 percent) reported as
mercury.

6. Arsenic shall not exceed three (3) ppm (0.003 percent) reported as
metallic arsenic.

7. Nonvolatile residue: The total residue shall not exceed (1) fifty (50) ppm
(0.005 percent), by weight, in liquid chlorine as loaded by the manufacturer
in tank cars and chlorine tank trucks, or (2) one hundred fifty (150) ppm
(0.015 percent), by weight, in liquid chlorine as packaged in cylinders or
toncontainers.

8. Carbon tetrachloride: Carbon tetrachloride shall not exceed one hundred
(100) ppm (0.010 percent). Testing for carbon tetrachloride is not required
unless a carbon tetrachloride tail gas scrubbing system is used in the
chlorine production unit or if it is used as a diluent for nitrogen trichloride.
Consult with your manufacturer, packager, or supplier.

9. Trihalomethanes: Trihalomethanes shall not exceed three hundred (300)
ppm (0.030 percent).

iii. A new lead gasket shall be provided with each cylinder.
Awarded Contractor(s) shall maintain a local twenty-four (24) hour emergency service for
liquid chlorine that includes the following:
i. The Contractor's local emergency service representatives shall be equipped with
the following minimum equipment when responding to an emergency call:

1. Chlorine Institute Emergency Repair Kit for the type and size chlorine
cylinders or containers supplied.

2. Self-contained breathing apparatus suitable for entering and working in a
concentrated chlorine atmosphere.

3. One hundred (100) pounds chlorine-absorbing chemical, such as soda
ash, sodium thiosulphate, etc.

ii. The Contractor's local emergency service personnel shall be available twenty-four
(24) hours per day, seven (7) days per week to coordinate and assist with the
emergency call.

iv.

The Contractor's local emergency service representative shall dispatch trained
personnel to remove the faulty cylinder and apparatus within one (1) hour of
notification of leaks or spill.

The City shall not be charged for faulty cylinders or apparatuses.

c. Awarded Contractors shall provide annual Chlorine Handling Training for City staff. The
duration of this training must be a minimum of two (2) hours and will be held at a City

facility.

d. The Contractor shall include with the bid an “Affidavit of Compliance” stating that the
chlorine complies with all applicable requirements of the most current version of the
American Water Works Association (AWWA) 301 Standard for liquid chlorine or furnish a
certified analyses of the liquid chlorine.

e. Demurrage or charges after “free use” period is not permitted. Cylinders will not be
considered “lost” until the cylinder has been in the City's possession for a minimum of one

year.

f. Delivery:

Any container which shows signs of leakage or if the fusible plugs are painted or
taped over will be rejected by the City.

Liquid chlorine shipping containers shal! conform to applicable regulations of the
Interstate Commerce Commissions. The containers shall be reconditioned,
maintained and loaded in strict accordance with the latest edition of "Container
Procedure at Chlorine Packaging Plant," issued by the Chlorine Institute, Inc.
The Contractors shall be responsible for the removal and safe disposal of alt
defective or leaking chlorine cylinders and containers, at the Contractors expense,
except in cases where the cause of the emergency is due to abuse in handling or
negligence on the part of personnel of the City.

1. Procedures for the removal and disposal of defective or leaking cylinders
or containers shall be approved by the City of Mesa Fire Department.

Delivery vehicle must be equipped with an operable lift gate.

Contractors are responsible for ensuring delivery instructions and location are
conveyed to the driver for each delivery. Unless otherwise indicated at time of
order, general driver instructions are:

1. Notify the contact indicated for the delivery of the estimated arrival time at
least sixty (60) minutes prior to arrival.

2. Check in at delivery site main office (when applicable) upon arrival.

3. Offload will not commence until met by the delivery location contact or
designee.

4. Be equipped with the proper personal protective equipment appropriate
for the product delivered (apron, goggles, face shield, gloves, etc.) for use
during off-loading.

5, Provide required documentation for the product at time of delivery.

a. Bill of Lading (documentation to include volume/weight)
b. Certificate of Analysis (must include percent solution)
6. Safety Data Sheet

g. Special Delivery Requirements for City of Mesa Commercial Swimming Pools.

iv.

Supplier shall deliver one hundred fifty pound (150 Ibs.). cylinders to ten (10)
commercial swimming pools throughout the City of Mesa.

The driver will lower the correct number of full chlorine cylinders to ground level.
The Mesa representative will take each full one hundred fifty pounds (150 Ibs.).
cylinder from the back area of the delivery vehicle to the facility storage area. The
City representative will bring the empty chlorine cylinders to the driver where the
empties will be loaded and strapped on the company’s vehicle for return.
Deliveries shall occur Monday through Friday between the hours of 5:30 am to
1:00 pm in the Summer (May through September) and 6:30 am to 2:00 pm in the
Winter (October through April).

Delivery Locations, Estimated Usage and Approximate Order Frequency.

1. Locations, frequencies of deliveries and estimated cylinder quantities per
delivery shall be coordinated with the Aquatics Maintenance Foreman.
Supplier will meet the assigned City representative at each pool.
h. Contractor shall abide by all requirements and recommendations contained within the
Chlorine Institute Pamphlets 1, 5, 17, 49, 65, and 76.

a. 95 Ibs. Cylinder
Brown Road Water Treatment Plant
7750 E Brown Rd 10 cyl weekly 5 520
Transfer Station #3
3038 E McDowell Rd mi ee eal : 10
b. 150 Ibs Cylinder
Transfer Station #3
3038 E McDowell Rd 10 cyl annually 15 10
2x/mth
Stapley Jr High (Nov-Apr)
3250 E Hermosa Vista St 4 cyl Weekly 18 ue
(May-Oct)
2x/mth
Skyline High (Nov-Apr)
845 S Crismon Rd a cyl Weekly iS Se
(May-Oct)
2x/mth
Shepherd Jr High (Nov-Apr)
1407 N Alta Mesa Dr 2 cyl | “Weekly tS us
(May-Oct)
2x/mth
Rhodes Jr High (Nov-Apr)
18620 S Longmore 2 cyl | “Weekly a 76
(May-Oct)
2x/mth
Mesa High (Nov-Apr)
1630 E Southern Ave 3 cyl | “Weekly ae ah
(May-Oct)
2x/mth
Kino Jr High (Nov-Apr)
950 N Horne a cyl | ‘Weekly a5 ane
(May-Oct)
2x/mth
Fremont Jr High (Nov-Apr)
1001 N Power Rd 2 cyl | “Weekly 15 us
(May-Oct)
2x/mth
Carson Jr High (Nov-Apr)
525 N Westwood 2 cyl | Weekly 16 76
(May-Oct)
2x/mth
Brimhall Jr High (Nov-Apr)
4949 E Southern Ave 2 cyl Weekly 15 a6
(May-Oct)

3.

i. Failure to meet minimum and/or delivery specifications may result in refusal of
delivery.

SODIUM HYPOCHLORITE, 12.5% NAOCL (BLEACH) — BULK, 13 GALLON, 6 GALLON
CONTAINERS, AND 300 GALLON TOTE:

a. Minimum specifications:
i. The material is to meet the most current version of the American Water Works
Association (AWWA) Standard B300.
ii. The Sodium Hypochlorite shall be suitable for use in wastewater treatment and
meet the following criteria:
NaOCl by weight 12.5% min.
Excess NaOH 1.0% max.

Alkalinity 1.5% max.
b. The bid must include a chemical analysis of the proposed product and also on a semi-
annual basis.
c. Delivery:
i. Bulk

1. Trucks shall be equipped with pumps and hoses, two-inch (2”) female
quick disconnect, to transfer thechemical.

2. The City shall expect any contractor to accept only those orders which
can be delivered within the time frame requested. If deliveries
consistently (fifty percent (50%) or more) do not meet the ARO or
specifications for the product, the City reserves the right to utilize the
secondary supplier for the remainder of the contract.

ii, Thirteen (13) Gallon Bucket
iii. Gallon Container
iv. Three hundred (300) Gallon Tote
d. Contractors are responsible for ensuring delivery instructions and location are conveyed
to the driver for each delivery. Unless otherwise indicated at time of order, general driver
instructions are:
i. Notify the contact indicated for the delivery of the estimated arrival time at least
sixty (60) minutes prior to arrival.
ii. Check in at the delivery site main office (when applicable) upon arrival.
iii. Offload will not commence until met by the delivery location contact or designee.
iv. Be equipped with the proper personal protective equipment appropriate for the
product delivered (apron, goggles, face shield, gloves, etc.) for use during off-
loading.
v. Provide required documentation for the product at time of delivery.

1. Bill of Lading (documentation to include volume/weight)

2. Certificate of Analysis (must include percent solution)

3. Material Safety Data Sheet

vi. Delivery Locations, Estimated Usage, and Approximate Order Frequency.

Bulk
Northwest Water Reclamation Wet
Treatment Plant 4,700 gallons 2x/month 3 112,800

960 _N Riverview

2x/week+ once
wet new primary

gallons | odor control is

up and running

Greenfield Water Reclamation
Plant 4,500
4400 S Greenfield Rd, Gilbert

5 575,000

Southeast Water Reclamation

wet
Plant 3,000 3x/month 5 108,000
6308 E. Baseline gallons
13 Gallon Bucket
6945 E. Decatur 18 bucket 1.5x/month 18 324

PURCHASE QUANTITIES: The City may make available to Contractors information regarding the
City’s purchase history or projected estimates of the approximate quantity of products that will be

needed. The City makes no representations as to the accuracy of such information.

Each

Contractor is required to perform its own due diligence on which to base its proposed pricing. The
inaccuracy of purchase history or projected quantity estimates provided by the City will not give rise
to any claim against the City or entitle any Contractor to rescind its proposal or terminate or amend

the Contract.

PRODUCT RECALL:

a. In the event of any recall notice, or other important notification affecting product and/or
container under the resulting contract, a notice shall be sent to the Procurement Officer
and customer ordering department.

b. The awarded contractor assumes full responsibility for prompt notification of both the
Contract Administrator and purchases of any product recall in accordance with the

applicable State of Arizona and federal regulation.

INVOICING/PAYMENT:

a. Invoices shall be emailed to:

i. Water Resources Department: WaterAcctsPayable@MesaAZ.qov for the fastest

processing.

ii. Contractors shall not invoice for products/service items not shipped, as this will
delay payment of the entire invoice.
b. Invoices shall include the following:

i. delivery order (DO) #,
ii. part number(s),

iii. products/services descriptions,

iv. list price, percent discount,

v. city cost (contract pricing),

vi. if applicable freight charge and sales tax.
c. Contractor shall not invoice for items not delivered as this will delay payment of entire

invoice.

d. Contractor shall e-mail invoices to the appropriate email address(es) above no later than

five (5) to seven (7) calendar days after products/services are received by the City.

e. Payment in full shall be made to the Contractor within thirty (30) days after receipt and
approval of a properly completed invoice, unless terms other than net thirty (30) days are
offered as a discount, at the City’s sole discretion.

EXHIBIT B
PRICING

Pursuant to all the contract specifications enumerated and described in this Solicitation, Respondent agrees
to furnish Chlorine and Sodium Hypochlorite, 15% NaOCi (Bleach) price(s) stated below.

Prices are inclusive of all costs, including but not limited to, direct and indirect costs for labor, tools, insurance,
overhead, materials, tools, equipment, travel, mobilization, demobilization. Fuel surcharges will not be
permitted.

Estimated .
item as Unit of «se;
Description Annual Unit Price
Number Usage Measure
2. Chlorine 99.5% Cylinders
Manufacturer(s): Occidental
Product ID: CC1600010
95 Ib. Cylinder (Tax Except) 530 Cylinder $178,130.00
365 Days Free Use. Cost Per Day After Free
Use Period Per Day $10.00
Orders — Approximately 25%
150 Ib. Cylinder (Tax Except Yes and No*) 884 Cylinder $282.00
365 Days Free Use. Cost Per Day After Free
Use Period Per Day $10.00
Orders — Approximately 75%
3. Sodium Hypochlorite,12.5% NaOCl (Bleach)
Orders — Approximately 75%
Bulk Delivery (Tax Except- Yes) 795,800 Gallon $1.80
13 Gallon (Tax Except - No) 324 Bucket $73.32
6 Gallon (Tax Except - No) 20 Container $80.00
300 Gallon Tote (Tax Except Yes - No) 3 Tote $843.00
Manufacturer(s): Hill Brothers Chemical Co.
Product ID: CC17000
FTL Minimum Order Quantity 4,500

Unit Price for Less than Truck Load (LTL) Order $2.15

EXHIBIT 1
DRAFT AGREEMENT

EXHIBIT C
MESA STANDARD TERMS AND CONDITIONS

INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
City will be that of an independent contractor. Contractor and all persons employed by Contractor,
either directly or indirectly, are Contractor's employees, not City employees. Accordingly,
Contractor and Contractor's employees are not entitled to any benefits provided to City employees
including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other
rights afforded City employees. Contractor employees will not be regarded as City employees or
agents for any purpose, including the payment of unemployment or workers’ compensation. If any
Contractor employees or subcontractors assert a claim for wages or other employment benefits
against City, Contractor will defend, indemnify, and hold harmless City from all such claims.

SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of City. If Contractor has received authorization to subcontract work, it
is agreed that all subcontractors performing work under the Agreement must comply with its
provisions. Further, all agreements between Contractor and its subcontractors must provide that
the terms and conditions of this Agreement be incorporated therein.

ASSIGNMENT. This Agreement may not be assigned, either in whole or in part, without first
receiving City's written consent. Any attempted assignment, either in whole or in part, without such
consent will be null and void and in such event City will have the right, at its option, to terminate the
Agreement. No granting of consent to any assignment will relieve Contractor from any of its
obligations and liabilities under the Agreement.

SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns.

NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the
parties. Nothing set forth in this Agreement is intended to create or will create, any benefits, rights,
or responsibilities for any third parties.

NON-EXCLUSIVITY. City, in its sole discretion, reserves the right to request the materials or
services set forth herein from other sources when deemed necessary and appropriate, No
exclusive rights are encompassed through this Agreement.

AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in writing and signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by City and Contractor.

TIME OF THE ESSENCE. Time is of the essence to the performance of the parties’ obligations
under this Agreement.

COMPLIANCE WITH APPLICABLE LAWS.

a. General. Contractor must procure all permits/licenses and pay all charges and fees necessary
and incidental to the lawful conduct of business. Contractor must stay fully informed of existing
and future federal, state, and local laws, ordinances, and regulations that in any manner affect
the fulfillment of this Agreement and must comply with the same at its own expense. Contractor
bears full responsibility for training, safety, and providing necessary equipment for all
Contractor personnel to achieve compliance throughout the term of the Agreement. Upon
request, Contractor will demonstrate to City’s satisfaction any programs, procedures, and other
activities used to ensure compliance.

b. Drug-Free Workplace. Contractor is hereby advised that City has adopted a policy
establishing a drug-free workplace for itself and those doing business with City to ensure the
safety and health of all persons working on City contracts and projects. Contractor will require
a drug-free workplace for all Contractor personne! working under this Agreement. Specifically,
all Contractor personnel who are working under this Agreement must be notified in writing by
Contractor that they are prohibited from the manufacture, distribution, dispensation,

EXHIBIT 1
DRAFT AGREEMENT

possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to
prohibit the use of intoxicating substances by all Contractor personnel and will ensure that
Contractor personnel do not use or possess illegal drugs while in the course of performing their
duties.

Federal and State Immigration Laws. Contractor agrees to comply with the immigration
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit
City and its agents to inspect applicable personnel records to verify such compliance as
permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.

i. As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby
warrants to the City that Contractor and each of its subcontractors will comply with, and
are contractually obligated to comply with, all federal immigration laws and regulations that
relate to their employees and A.R.S. § 23-214(A) (hereinafter collectively the “Contractor
Immigration Warranty”).

ii. A breach of the Contractor Immigration Warranty will constitute a material breach of this
Agreement and will subject Contractor to penalties up to and including termination of this
Agreement at the sole discretion of City.

iii. To ensure Contractor and its subcontractors are complying with Contractor Immigration
Warranty, City retains the legal right to conduct random verification of the employment
records of any Contractor or subcontractor employee who works on this Agreement,
including the inspection of the papers of such employees. Contractor agrees to assist City
in regard to any random verification performed.

iv. Neither Contractor nor any subcontractor will be deemed to have materially breached
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274a and
274b of the Federal Immigration and Nationality Act and the E-Verify requirements
prescribed by A.R.S. § 23-214(A).

Nondiscrimination. Contractor understands and acknowledges that it is the policy of City of
Mesa to promote nondiscrimination. As such, Contractor represents and warrants that it does
not discriminate against any person on the basis of race, color, ethnicity, national origin, age,
disability, religion, sex, sexual orientation, gender identity, veteran's status, marital status,
familial status, or genetic information (collectively, “protected status") in employment, housing,
or facilities, establishments, accommodations, services, commodities, or use offered to or
enjoyed by the general public. Contractor further represents and warrants that it does not, on
the basis of protected status, refuse to hire or employ or bar or discharge from employment
any person, or to discriminate against such person in compensation, conditions, or privileges
of employment. In performance of this Agreement, Contractor shall comply with all applicable
federal, state, and local laws and executive orders regarding non-discrimination including, but
not limited to, the following (as amended): Title VII of the U.S. Civil Rights Act of 1964; Section
504 of the Federal Rehabilitation Act; Age Discrimination Act of 1967; Equal Pay Act of 1963;
and Americans with Disabilities Act of 1990.

State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Contractor must not be in
violation of section 6(j) of the Federal Export Administration Act and subsequently prohibited
by the State of Arizona from selling goods or services to City.

Israel Boycott Divestments. In accordance with the requirements of A.R.S. § 35-393.01, by
entering into this Agreement, Contractor certifies that it is not currently engaged in, and agrees
for the duration of the Agreement to not engage in, a boycott of Israel.

Forced Ethnic Uyghur Labor Prohibition. In accordance with the requirements of A.R.S. §
35-394, Contractor certifies that it does not currently, and agrees for the duration of the contract
that it will not, use (i) the forced labor of ethnic Uyghurs in the People’s Republic of China; (ii)
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic

10.

11.

12.

13.

EXHIBIT 1
DRAFT AGREEMENT

of China; or (tii) 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.

h. Termination for Violation of Forced Ethnic Uyghur Labor Prohibition. If, after providing
the certification described in (g), Contractor becomes aware that it is not in compliance with the
certification, it shall notify City within five (5) business days of becoming aware of the
noncompliance. Contractor acknowledges that it must remedy the noncompliance and provide
written certification of that within 180 days after notifying City of its noncompliance. If
Contractor fails to remedy the noncompliance and provide the written certification within one
hundred eighty (180) days, the contract shall terminate immediately.

SALES/USE TAX, OTHER TAXES.

a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes
related to or arising out of Contractor's services under this Agreement including, by way of
illustration but not limitation, federal and state income tax, Social Security tax, unemployment
insurance taxes, and any other taxes or business license fees, as required. If any taxing
authority should deem Contractor or Contractor employees an employee of City, or should
otherwise claim City is liable for the payment of taxes that are Contractor's responsibility under
this Agreement, then Contractor will indemnify City for any tax liability, interest, and penalties
imposed upon City.

b. City is exempt from paying certain federal excise taxes and will furnish an exemption certificate
upon request. City is not exempt from state and local sales/use taxes.

AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations,
whether or not related to the Agreement, due to City during the performance of services under the
Agreement. Payments to Contractor may be offset by any delinquent amounts due City or fees
and charges owed to City.

PUBLIC RECORDS. Contractor acknowledges that City is a public body, subject to Arizona’s
public records laws (A.R.S. § 39-121 et seq.) and any documents related to this Agreement may
be subject to disclosure pursuant to state law in response to a public records request or to
subpoena or other judicial process.

a. If Contractor believes documents related to the Agreement contain trade secrets or other
proprietary data, Contractor must have notified City pursuant to Mesa Procurement Rules
Section 2.1 or notified City with a notification statement specifically identifying the trade secrets
or other proprietary data that Contractor believes should remain confidential.

b. Inthe event City determines it is legally required to disclose pursuant to law any documents or
information Contractor deems confidential trade secrets or proprietary data, City, to the extent
possible, will provide Contractor with prompt written notice by certified mail, fax, email or other
method that tracks delivery status of the requirement to disclose the information so Contractor
may seek a protective order from a court having jurisdiction over the matter or obtain other
appropriate remedies. The notice will include a time period for Contractor to seek court ordered
protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not
obtain such court ordered protection by the expiration of said time period, City may release the
information without further notice to Contractor.

AUDITS AND RECORDS. Pursuant to A.R.S 41-2548 and A.R.S. 32-214, Contractor must
preserve the records related to this Agreement for five (5) years after completion of the Agreement.
City or its authorized agent reserves the right to inspect any records related to the performance of
work specified herein. In addition, City may inspect all payroll, billing or other relevant records kept
by Contractor in relation to the Agreement. Contractor will permit such inspections and audits
during normal business hours and upon reasonable notice by City. The audit of records may occur
at Contractor's place of business or at City offices, as determined by City.

14.

15.

16.

17.

EXHIBIT 1
DRAFT AGREEMENT

BACKGROUND CHECK. In accordance with City’s current background check policies, City may
conduct criminal, driver history, and all other requested background checks of Contractor personnel
who would perform services under the Agreement who will have access to City’s information, data,
or facilities. Any officer, employee, or agent who fails the background check must be replaced
immediately for any reasonable cause not prohibited by law.

SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. City will have
final authority, based on security reasons: (i) to determine when security clearance of Contractor
personnel is required; (ii) to determine the nature of the security clearance, up to and including
fingerprinting Contractor personnel: and (iii) to determine whether any individual or entity may
provide services under this Agreement. If City objects to any Contractor personnel for any
reasonable cause not prohibited by law, then Contractor will, upon notice from City, remove any
such individual from the performance of services under this Agreement.

DEFAULT.
a. A party will be in default of the Agreement if that party:

i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership
proceeding, makes an assignment for a creditor, or there is any similar action that affects
Contractor’s capability to perform under the Agreement;

ii, Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar
days;

iii. Conducts business in an unethical manner as set forth in City Procurement Rules Article 7
or in an illegal manner;

iv. Fails to carry out any term, promise, or condition of the Agreement; or

v. Is debarred from participating in City procurements and solicitations in accordance with
Article 6 of City’s Procurement Rules.

b. Notice and Opportunity to Cure. In the event a party is in default then the other party will
provide written notice to the defaulting party of the default. The defaulting party will have thirty
(30) days from receipt of the notice to cure the default, unless the default is of a nature that it
is reasonably anticipated to affect the health, safety, or welfare of the public and, in such an
event, the non-defaulting party may require a minimum seven (7) days to cure the default from
the date of receipt of the notice; the cure period may be extended by mutual agreement of the
parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be
sufficient if it is reasonably calculated to provide notice of the nature and extent of such default.
Failure of the non-defaulting party to provide notice of the default does not waive any rights
under the Agreement. Failure of the defaulting party to cure the default will entitle the non-
defaulting party to the election of remedies specific to the party as set forth in section 17 below.

c. Anticipatory Repudiation. Whenever City in good faith has reason to question Contractor's
intent or ability to perform, City may demand that Contractor give a written assurance of its
intent and ability to perform. In the event demand is made and no written assurance is given
within ten (10) calendar days, City may treat this failure as an anticipatory repudiation of the
Agreement entitling City to terminate the Agreement in accordance with section 17(a) below.

REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy
will not preclude the use of other remedies. In the event of default:

a. The non-defaulting party may terminate the Agreement, and the termination will be effective
immediately or at such other date as specified by the terminating party.

b. City may purchase the services or materials required under the Agreement from the open
market, complete required work itself, or have it completed at the expense of Contractor. If the
cost of obtaining substitute services exceeds the contract price in the Agreement, City may
recover the excess cost by: (i) requiring immediate reimbursement by Contractor to City; (ii)

18.

19.

20.

21.

22.

23.

24.

EXHIBIT 1
DRAFT AGREEMENT

deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and
performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a
combination of the aforementioned remedies or other remedies as permitted by law. Costs in
this Subsection (b) include any and all, fees, and expenses incurred in obtaining substitute
services and expended in obtaining reimbursement including, but not limited to, administrative
expenses, attorneys’ fees, and costs.

c. The non-defaulting party will have all other rights granted under this Agreement and all rights
at law or in equity that may be available to it.

d. Neither party will be liable for incidental, special, or consequential damages.

CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to
cease performance by City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.

TERMINATION FOR CONVENIENCE. City reserves the right to terminate this Agreement, in part
or in whole, for its sole convenience upon thirty (30) calendar days’ written notice. Contractor
acknowledges that, as with any termination permitted under this Agreement, in the event of a
termination for convenience, Contractor is only entitled to payment in accordance with section 22
(Payment to Contractor Upon Termination); Contractor will not be entitled to any anticipated lost
profits had the Agreement been performed to completion.

TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511). Pursuant to A.R.S. § 38-511,
City may cancel this Agreement within three (3) years after its execution, without penalty or further
obligation, if any person significantly involved in initiating, securing, drafting, or creating the
Agreement for City becomes an employee or agent of Contractor.

TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. City is a governmental agency which relies upon the appropriation of funds by its
governing body to satisfy its obligations. If City reasonably determines it does not have funds to
meet its obligations under this Agreement, City will have the right to terminate the Agreement
without penalty on the last day of the fiscal period for which funds were legally available. in the
event of such termination, City agrees to provide written notice of its intent to terminate thirty (30)
calendar days prior to the stated termination date.

PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement for
any reason, Contractor will be entitled only to payments authorized under the Agreement for those
services performed or materials provided in accordance with the Agreement up to the date of
termination, and any authorized expenses already incurred up to such date of termination. City will
make final payment within thirty (30) calendar days after City has both completed its appraisal of
the materials and services provided and received Contractor's properly prepared final invoice.

NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this Agreement unless
approved in writing and signed by the waiving party. Failure or delay to exercise any rights or
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services
hereunder, will not release the other party of any of the warranties or other obligations of the
Agreement and will not be deemed a waiver of any such rights or remedies.

INDEMNIFICATION; LIABILITY.

a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify and hold
harmless City, its elected officials, agents, representatives and employees (collectively,
including City, “City Personnel”) from and against any and all liabilities, demands, claims, suits,
penalties, obligations, losses, damages, causes of action, fines or judgments of any kind,
including costs, attorneys’, witnesses’ and expert witnesses’ fees, and expenses incident
thereto (all of the foregoing, collectively “Claims”) imposed upon or asserted against City
Personnel by a third party relating to, arising out of or resulting from, in whole or in part: (i)
services and/or materials provided under this Agreement by Contractor or its officers, agents,

2s.

26.

27.

28.

29.

30.

31.

EXHIBIT 1
DRAFT AGREEMENT

or employees (collectively, including Contractor, “Contractor Personnel”): (ii) negligent acts,
errors, mistakes or omissions of Contractor Personnel; or (iii) failure of Contractor Personnel
to comply with or fulfill the obligations established by this Agreement. Contractor’s
indemnification, duty to defend and hold harmless City Personnel in this Subsection (a) will
apply to all Claims against City Personnel except Claims arising solely from the negligence or
intentional acts of City Personnel.

b. City assumes no liability for the actions of Contractor Personnel and will not indemnify or hold
Contractor Personnel or any third party harmless for Claims relating to, arising out of or
resulting from, in whole or in part, this Agreement or use of Contractor Personnel-provided
services or materials.

WARRANTY. Contractor warrants that the services and materials will conform to the requirements
of the Agreement. Additionally, Contractor warrants that all services will be performed in a good,
workman-like, and professional manner. City’s acceptance of services or materials provided by
Contractor will not relieve Contractor from its obligations under this warranty. If City reasonably
determines any materials or services are of a substandard or unsatisfactory manner, Contractor,
at no additional charge to City, will provide materials or redo such services until in accordance with
this Agreement and to City's reasonable satisfaction.

Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current
manufacture and not discontinued, will be free of defects in materials and workmanship, will be
provided in accordance with manufacturer's standard warranty for at least one (1) year unless
otherwise specified, and will perform in accordance with manufacturer's published specifications.

THE CITY’S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to
prejudice City’s right to recover against third parties for any loss, destruction, or damage to City
property and will, at City’s request and expense, furnish to City reasonable assistance and
cooperation in obtaining recovery, including assistance in the prosecution or defense of suit and
the execution of instruments of assignment in favor of City.

NO GUARANTEE OF WORK, Contractor acknowledges and agrees: (i) it is not entitled to deliver
any specific amount of materials or services, or any materials or services at all, under this
Agreement; and (ii) the materials or services will be requested by City on an as needed basis, at
the sole discretion of City. Any document referencing quantities or performance frequencies
represent City's best estimate of current requirements, but will not bind City to purchase, accept,
or pay for materials or services which exceed its actual needs.

OWNERSHIP. All deliverables, services, and information provided by Contractor or City pursuant
to this Agreement (whether electronically or manually generated) including without limitation,
reports, test plans, survey results, graphics, and technical tables, originally prepared in the
performance of this Agreement, are the property of City and will not be used or released by
Contractor or any other person except with prior written permission by City.

USE OF NAME. Contractor will not use the name of City of Mesa in any advertising or publicity
without obtaining the prior written consent of City.

PROHIBITED ACTS. Contractor acknowledges the applicability of A.R.S. § 38-504 which prohibits
a person who, within the preceding twelve (12) months, is or was a public officer or employee of
City from representing another person (including Contractor) before City on any matter for which
the officer or employee was directly concerned and personally participated in during their service
or employment by a substantial and material exercise of administrative discretion. Further, while
employed by City and for two (2) years thereafter, public officers or employees are prohibited from
disclosing or using, without appropriate authorization, any confidential information acquired by such
person in the course of his or her official duties at City.

FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination
freight prepaid and allowed unless otherwise agreed.