HomeMy WebLinkAboutC2019-061 - Pipeline Video Inspections dba AIMS Companies Contract No.2019-061
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
PIPELINE VIDEO INSPECTION,LLC
DB/A AIMS COMPANIES
THIS COOPERATIVE PURCHASING AGREEMENT(this"Agreement")is entered into
as of January 15, 2019, between the Town of Fountain Hills, an Arizona municipal corporation
(the "Town"), and Pipeline Video Inspection, LLC, an Arizona limited liability company, d/b/a
AIMS Companies(the"Contractor").
RECITALS
A. After a competitive procurement process, the City of Mesa, Arizona ("Mesa")
entered into Contract No. 2018228, dated August 20, 2018 (the "Mesa Contract"), for the
performance of vactor and related services. A copy of the Mesa Contract is attached hereto as
Exhibit A and incorporated herein by reference,to the extent not inconsistent with this Agreement.
B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make
purchases under the Mesa Contract, at its discretion and with the agreement of the awarded
Contractor, and the Mesa Contract permits its cooperative use by other public entities, including
the Town.
C. The Town and the Contractor desire to enter into this Agreement for the purpose of
(i) acknowledging their cooperative contractual relationship under the Mesa Contract and this
Agreement, (ii) establishing the terms and conditions by which the Contractor may provide the
Town with vactor and related services, including but not limited to storm sewer pipe cleaning,
television services, minor repairs, and lining/coating work as necessary (the "Materials and
Services"), and (iii) setting the maximum aggregate amount to be expended pursuant to this
Agreement related to the Materials and Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and 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 are hereby acknowledged,
the Town and the Contractor hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set forth
above and shall remain in full force and effect until August 31, 2021 (the"Initial Term"), unless
terminated as otherwise provided in this Agreement or the Mesa Contract. After the expiration of
the Initial Term,this Agreement may be renewed for up to two successive one-year terms(each,
a"Renewal Term")if: (i)it is deemed in the best interests of the Town,subject to availability and
appropriation of funds for renewal in each subsequent year, (ii)the term of the Mesa Contract has
1
not expired or has been extended, (iii)at least 30 days prior to the end of the then-current term of
this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional
one-year term and(iv)the Town approves the additional one-year term in writing(including any
price adjustments approved as part of the Mesa Contract), as evidenced by the Town Manager's
signature thereon,which approval may be withheld by the Town for any reason.The Contractor's
failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of
the then-current term of this Agreement; provided, however, that the Town may, at its discretion
and with the agreement of the Contractor, elect to waive this requirement and renew this
Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the
"Term."Upon renewal, the terms and conditions of this Agreement shall remain in full force and
effect.
2. Scope of Work. This is an indefinite quantity and indefinite delivery Agreement
for Materials and Services under the terms and conditions of the Mesa Contract. The Town does
not guarantee that any minimum or maximum number of purchases will be made pursuant to this
Agreement.Purchases will only be made when the Town identifies a need and proper authorization
and documentation have been approved.For purchase(s)determined by the Town to be appropriate
for this Agreement, the Contractor shall provide the Materials and Services to the Town in such
quantities and configurations agreed upon between the parties, in a written invoice, quote, work
order or other form of written agreement describing the work to be completed (each, a "Work
Order"). Each Work Order approved and accepted by the parties pursuant to this Agreement shall
(i) contain a reference to this Agreement and the Mesa Contract and (ii) be attached hereto as
Exhibit B and incorporated herein by reference. Work Orders submitted without referencing this
Agreement and the Mesa Contract will be subject to rejection.
2.1 Inspection; Acceptance. All Materials and Services are subject to final
inspection and acceptance by the Town. Materials failing to conform to the requirements of this
Agreement and/or the Mesa Contract will be held at Contractor's risk and may be returned to the
Contractor. If so returned,all costs are the responsibility of the Contractor.Upon discovery of non-
conforming Materials or Services,the Town may elect to do any or all of the following by written
notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii)
bring Materials or Services into compliance and withhold the cost of same from any payments due
to the Contractor.
2.2 Cancellation. The Town reserves the right to cancel Work Orders within a
reasonable period of time after issuance. Should a Work Order be canceled, the Town agrees to
reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor
due to and after issuance of the Work Order. The Town will not reimburse the Contractor for any
costs incurred after receipt of Town notice of cancellation, or for lost profits, shipment of product
prior to issuance of Work Order or for anything not expressly permitted pursuant to this Agreement.
3. Compensation. The Town shall pay Contractor for the Initial Term and for each
subsequent Renewal Term, if any, an annual aggregate amount not to exceed $50,000.00 for the
Materials and Services at the rates set forth in the Mesa Contract and as more particularly set forth
in the Contractor Proposal. The maximum aggregate amount for this Agreement, including all
Renewal Terms, shall not exceed$150,000.00.
2
4. Payments. The'Town shall pay the Contractor monthly,based upon acceptance and
delivery,of Materials and/or Services performed and completed to date, and upon submission and
approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the Mesa
Contract and (ii) document and itemize all work completed to date. The invoice statement shall
include a record of materials delivered,time expended,and work performed in sufficient detail to
justify payment. Additionally, invoices submitted without referencing this Agreement and the
Mesa Contract will be subject to rejection and may be returned.
5. Records and Audit Rights.To ensure that the Contractor and its subcontractors are
complying '4vith the warranty under Section 6 below. Contractor's and its subcontractors' books,
records.correspondence,accounting procedures and practices,and any other supporting evidence
relating to this Agreement, including the papers of any Contractor and its subcontractors'
employees who perform any work or services pursuant to this Agreement (all of the foregoing
hereinafter referred to as "R.ecords"), shall be open to inspection and subject to audit and/or
reproduction during normal working hours by the 'I own, to the extent necessary to adequately
permit evaluation of the Contractor's and its subcontractors' compliance with the Arizona
employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to
audit Records as set forth in this Section,Contractor 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 Town 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 Town to Contractor pursuant to this
Agreement. Contractor and its subcontractors shall provide the Town with adequate and
appropriate workspace so that the Town can conduct audits in compliance with the provisions of
this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of
intended audits. Contractor shall require its subcontractors to comply with the provisions of this
Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
6. E-verify Requirements. To the extent applicable under ARIz. REV. STAT. § 41-
4401,the Contractor 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 ARiz. REv. STAT. § 23-214(A). Contractor's or its subcontractors' 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 Town.
7. Israel. Contractor certifies that it is not currently engaged in and agrees for the
duration of this Agreement that it will not engage in a"boycott,"as that term is defined in ARIz.
REv. STAT. § 35-393, of Israel.
8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to
ARIz.REV.STAT.§38-511.
9. Applicable Law;Venue.This Agreement shall be governed by the laws of the State
of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa
County,Arizona.
10. Agreement Subject to Appropriation. The Town is obligated only to pay its
obligations set forth in this Agreement as may lawfully be made from funds appropriated and
3
budgeted for that purpose during the Town's then current fiscal year. The Town's obligations
under this Agreement are current expenses subject to the "budget law" and the unfettered
legislative discretion of the Town concerning budgeted purposes and appropriation of funds.
Should the Town elect not to appropriate and budget funds to pay its Agreement obligations,this
Agreement shall be deemed terminated at the end of the then-current fiscal year term for which
such funds were appropriated and budgeted for such purpose and the Town shall be relieved of
any subsequent obligation under this Agreement.The parties agree that the Town has no obligation
or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in
this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement
is executed and delivered. The Town shall be the sole judge and authority in determining the
availability of funds for its obligations under this Agreement. The Town shall keep Contractor
informed as to the availability of funds for this Agreement. The obligation of the Town to make
any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town.
Contractor hereby waives any and all rights to bring any claim against the Town from or relating
in any way to the Town's termination of this Agreement pursuant to this section.
11. Conflicting Terms. In the event of any inconsistency,conflict or ambiguity among
the terms of this Agreement, any Town-approved work orders, the Mesa Contract, and invoices,
the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in
conformity with Section 2 above,unauthorized exceptions,conditions,limitations or provisions in
conflict with the terms of this Agreement or the Mesa Contract (collectively, the "Unauthorized
Conditions"),other than the Town's project-specific requirements,are expressly declared void and
shall be of no force and effect.Acceptance by the Town of any work order or invoice containing
any such Unauthorized Conditions or failure to demand full compliance with the terms and
conditions set forth in this Agreement or under the Mesa Contract shall not alter such terms and
conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements
and obligations in the performance of this Agreement.
12. Rights and Privileges. To the extent provided under the Mesa Contract, the Town
shall be afforded all of the rights and privileges afforded to Mesa and shall be the"City"(as defined
in the Mesa Contract) for the purposes of the portions of the Mesa Contract that are incorporated
herein by reference.
13. Indemnification;Insurance. In addition to and in no way limiting the provisions set
forth in Section 12 above, the Town shall be afforded all of the insurance coverage and
indemnifications afforded to Mesa to the extent provided under the Mesa Contract, and such
insurance coverage and indemnifications shall inure and apply with equal effect to the Town under
this Agreement including, but not limited to, the Contractor's obligation to provide the
indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold
harmless the Town and each council member, officer, employee or agent thereof(the Town and
any such person being herein called an "Indemnified Party"), for, from and against any and all
losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable
attorneys'fees,court costs and the costs of appellate proceedings)to which any such Indemnified
Party may become subject, under any theory of liability whatsoever ("Claims"), insofar as such
Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the
negligent acts,intentional misconduct,errors,mistakes or omissions, in connection with the work
or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the
performance of this Agreement.
4
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
(i)delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail,registered
or certified, return receipt requested, to the address set forth below or(iii) given to a recognized
and reputable overnight delivery service,to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills,Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Pierce Coleman PLLC
4711 E.Falcon Drive, Suite 111
Mesa,Arizona 85215
Attn: Aaron D.Arnson, Town Attorney
If to Contractor: Pipeline Video Inspection,LLC
d/b/a AIMS Companies
1616 S. 31'Avenue
Phoenix,Arizona 85009
Attn: Todd Smith
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: (i) when delivered to the party, (ii) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (iii) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party's counsel or other recipient, the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party, and not its counsel or other recipient to which a copy of the
notice may be sent, is deemed to have received the notice.
•
[SIGNATURES APPEAR ON FOLLOWING PAGES]
5
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
and year first set forth above.
"Town"
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
V'
Grady E.Mil ,T wn Manager
ATTEST:
Elizabeth rke,Town CI
APPROVED AS TO FORM:
aron D.Arnson, Attorney
(ACKNOWLEDGEMENT)
STATE OF ARIZONA )
)ss.
COUNTY OF MARICOPA )
On , 5 , 2019, before me personally appeared Grady E. Miller, the
Town Manag r of the TO OF FOUNTAIN HILLS, an Arizona municipal corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be,
and acknowledged that he signed the above document,on behalf of the Town of Fountain Hills.
fd, . RHONDA M. BRENNEMAN
Notary Public-State of Arizona \ .
MARICOPA COUNTY \
* My Commission Expires June 30,2019 Otary Public
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
6
"Contractor"
PIPELINE VIDEO INSPECTION,LLC,
an Arizona limited liability company
DBA AIMS CO A I
By:
Name:S-MMNI ttlitIOS
Its: VtvV
(ACKNOWLEDGEMENT)
STATE OFI )
ss.
COUNTY OFM 'lC' 2P )
On �U 2. , 2019, before me personally appeared`�TIZV �6z
,50
the IlQ of PIPELINE VIDEO INSPECTION, LLC, an Arizona limited liability
company,D/B/A AIMS COMPANIES,whose identity was proven to me on the basis of satisfactory
evidence to be the person who he claims to be,and acknowledged that he signed the above document,
on behalf of the limited liability company.
,Mgt^, /f
11LLlAN CHEETHAM
Notary Public-Arizona
Maricopa County
My Comm.Expires Sep 23,2021 No Public
(Affix notary seal here)
4840-7332-0834,v. 1
7
EXHIBIT A
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
PIPELINE VIDEO INSPECTION, LLC
DBA AIMS COMPANIES
[Mesa Contract]
See following pages.
mesawaz
AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT 2018228
VACTOR SERVICES
CITY OF MESA,Arizona["City")^
i apartment Name ; City of Mesa-Purchasing Division
Mailing Address , P.O. Box 1466
_— Mesa,AZ 85211-1466
Delivery Address ; 20 East Main St, Suite 400
; Mesa,AZ 85201
Attention Brandy Andersen, CPPB, MPA
_ Procurement Officer
E-Mail ! brandy.andersen@mesaaz gov
Telephone i 1480)644-6426
Facsimile 480 644-2655
AND
PIPELINE VIDEO INSPECTION LLC dba AIMS COMPANIES ("Contractor")
Mailing Address 1616 S. 31St Ave.
Phoenix,AZ 85009
Delivery Address 1616 S 31st Ave.
Phoenix,AZ 85009
Attention ---~
Todd Smith Project Manager
E-Mail TSmith AIMSCom anies.com
Telephone 602 237 0292 ext. 106
Facsimile 602-237-0294
Page 1 of 23 AIMS Companies
Contract#2018228
CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION
This agreement pursuant to solicitation ("Agreement") is entered into this 20th day of August 2018, by and
between the City of Mesa, Arizona, an Arizona municipal corporation ("City"), and AIMS Companies, an
Arizona company("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 2018228 ("Solicitation") for VACTOR SERVICES, 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
following Terms &Conditions.
TERMS&CONDITIONS
1. Term. This Agreement is for a term beginning on September 1, 2018 and ending on August 31,
2021. 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 prior to 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 prior to 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 prior to 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 to 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.
3. Orders. Orders be 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
Page 2 of 23 AIMS Companies
Contract#2018228
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
4. 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
3. Other Exhibits not listed above
c. Solicitation including any addenda
d. Contractor Response
5. Payment.
5.1 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 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 adjustment 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.
During the sixty (60) day period prior to Contract expiration or annual anniversary or bi-
annual date of the Agreement, 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://www.bls.gov/coi/home.htm). The City shall review the request for
adjustment and respond in writing; such response and approval shall not be unreasonably
withheld.
5.4 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
Page 3 of 23 AIMS Companies
Contract#2018228
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.
5.5 Invoices. Payment will be made to Contractor following the City's receipt of a properly
completed invoice. Any issues regarding billing or invoicing must be directed to the City
Department/Division requesting the service or material from the Contractor. A properly
completed invoice should contain, at a minimum, all of the following:
a. Contractor name, address, and contact information;
b. City billing information;
c. City contract number as listed on the first page of the Agreement;
d. Invoice number and date;
e. Payment terms;
f. Date of service or delivery;
g. Description of materials or services provided;
h. If materials provided, the quantity delivered and pricing of each unit;
i. Applicable Taxes; and
j. Total amount due.
5.6 Payment of Funds. Contractor acknowledges the City may, at its option and where
available use a Procurement Card/e-Payables to make payment for orders under the
Agreement. Otherwise, payment will be through a traditional method of a check or
Electronic Funds Transfer(EFT)as available.
5.7 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.
6. Insurance.
6.1 Contractor must obtain and maintain at its expense throughout the term of Contractor's
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.
6.2 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.
6.3 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 Contractor determines may
be necessary.
Page 4 of 23 AIMS Companies
Contract#2018228
6.4 Each insurance policy required under the Agreement must be in effect at or prior to the
execution of the Agreement and remain in effect for the term of the Agreement.
6.5 Prior to the execution of the Agreement, Contractor will 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.
6.6 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. If 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$1 million per occurrence/$2 million aggregate Commercial
General Liability insurance, including 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.
7. 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 receipt of cancellation including, but not limited to, lost profits,
shipment of product, or performance of services.
8. 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
the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C.
Page 5 of 23 AIMS Companies
Contract#2018228
9. 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.
10. 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.
11. 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.
12. 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 body 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
o (B)Pricing
o (C) Mesa Standard Terms and Conditions
13. 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.
14. Additional Acts. The Parties agree to execute promptly such other documents and to perform
such other acts as may be reasonably necessary to carry out the purpose and intent of the
Agreement.
15. Headings. The headings of the Agreement are for reference only and will not limit or define the
meaning of any provision of the Agreement.
Page 6 of 23 AIMS Companies
Contract#2018228
RESPONDENT CERTIFICATION
By submitting the Response and signing this Certification, the Respondent understands and
certifies to all of the following:
a) The information provided in Respondent's Response it true and accurate to the best of
Respondent's knowledge.
b) Respondent is under no legal prohibition that would prevent Respondent from contracting with the
City of Mesa.
c) 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.
d) To Respondent's-Imowiedge, -Respondent -and- Respondent's--empluyees 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.
e) 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.
f) 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.
g) 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.
h) 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.
i) 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.
j) 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: Pipe'ne V' eo I p ion. LLC dba AIMS Companies
Signature:
Printed Name:Stev n J. Hudson
Title:Vice President
Date: July 6.2018
Page 7 of 23 AIMS Companies
Contract#2018228
V7/14/2015 Required Response Forms—Page 5 of 5 2018228
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 2018228.
Digitally signed by Edward Quedens
Awarded this DN:cn=Edward Quedens,o=Citypitt sa,
'mail=ed.quedens@mesaaz.gov,c=US
I.A'6atbn:City of Mesa
Date:2"b18.08.2216:40:01-07'00'
"m Adobe Acrobat version:2018.009.20050
Edward Quedens, CPPO, C.P.M.
As Business Services Director
REVIEWED BY:
/44A
8/21/18
By:
Brandy Andersen, CPPB, MPA
Page 8 of 23 AIMS Companies
Contract#2018228
EXHIBIT A
SCOPE OF WORK
1. SCOPE OF WORK: Contractor will provide storm drain cleaning,storm drain pipe cleaning,culvert
cleaning, box culvert cleaning, pressure washer separators/vaults, sumps, wet well, and drywell
cleaning and inspections for the City of Mesa(City)Transportation Department and Fleet Services.
Services will be on an as needed basis.
Work will be performed at a variety of locations within City limits. Locations will also include but are
not limited to: privately owned property, commercial property and property owned by other
government agencies, all for which permission to enter has been obtained.
Quantities represent the City's best estimate of current requirements. There are no guarantees
implied or warranted. Quantities will not bind the City to accept nor require the City to pay for
services exceeding actual needs nor for any items for which funds are not available.
The City intends to award by Group; however, the City reserves the right to change this award
method based on the bids received if deemed to be in the best interest of the City.
2. VACTOR SERVICES REQUIREMENTS PER GROUP:
Group I—Work Requirements
A City Representative will contact the Contractor when vactor services are required. Services
include but are not limited to: vactor truck/high velocity jet rodding services or suctions/pumping
truck for storm drain cleaning,storm drain pipe cleaning,culvert cleaning, box culvert cleaning,wet
well, drywell cleaning and inspection. Contractor will be able to provide services on an as needed,
on call basis. The City will notify Contractor when such services are needed. Contractor will
respond back to City Representative within twenty-four (24) hours of notification. City
Representative will provide a map, detailed outline of work to be performed, and a notice to
proceed.
Contractor will begin requested services no later than two (2) business days after receiving the
notice to proceed, unless otherwise mutually agreed upon by both parties. Work will be completed
within seven (7)days of the project start date.
Contractor will replace felt and rock when cleaning dry wells, no extra compensation will be paid
for this service and will be included in the unit bid price.
The City will provide dump site locations for the Contractor to deposit silt and debris collected from
the job sites. Contractor will decant all excess fluid into the closest sanitary manhole prior to
dumping solids into the City's assigned dump location. In the event the Contractor's Operator
creates a mess while dumping solids, Contractor is responsible for cleaning their mess within
twenty-four(24)hours. Cleaning requirements will be determined by the City Representative.
The City will not pay for downtime if Contractor's vehicle and/or equipment is disabled or broken
down while performing work for the City.
The City will not pay for travel time from Contractor's shop to the first jobsite. Upon arrival to the
first jobsite,the City will begin paying the Contractor for services as defined in the agreement. Once
Contractor has cleaned and emptied truck after last job is completed, payment for services will
cease. The City will not pay for travel time from truck clean-out location to Contractor's yard.
Group II—Work Requirements
Contractor is required to provide suction/pumping services on a variety of pressure washer sumps,
sumps, separators, and vaults in multiple locations. The City Representative will provide the
Contractor with a map and required frequency for cleaning services. The Contractor will remove
non-hazardous liquid, high solids, oily water or sludge from oil/water separators, floor drains, sand
traps, pits, sumps, trenches, clarifiers, closed drums and underground waste tanks and haul to
Page 9 of 23 AIMS Companies
Contract#2018228
disposal site. Contractor will be responsible for disposing waste at a legal disposal site that meets
all federal, state, and local laws.
3. EQUIPMENT: Contractor's vehicles and equipment will be neat in appearance and easily identified
with Contractor's name on side of vehicle. Contractor's vehicles and equipment will be maintained
in a safe and mechanically sound working condition.
All vehicles and equipment will display the company's name and phone number. All vehicles must
have lighting in accordance with the City of Mesa Temporary Traffic Control Manual
htto://www.mesaaz.Qov/home/showdocument?id=8062.
All trucks and other equipment must be in compliance with all applicable federal, state and local
rules and regulations.
Trucks or equipment designated for use under this contract shall not be used for any other work
while conducting services for the City. Contractor will not solicit work from private citizens while
performing work for the City.
Contractor will not permit placing and/or use of equipment in such a manner as to block vehicular
traffic lanes or create safety hazards. Contractor will be responsible for all appropriate warning
devices.
The City will not provide storage space for Contractor's vehicles, materials, supplies or equipment.
Vehicles and equipment will have all necessary tools needed to perform the assigned work.
Group I—Equipment Requirements
All trucks and other equipment will be equipped with a back-up alarm and rotating flashers, strobe
lights or light bar and arrow board.
Contractor's equipment will comply with the following minimum capabilities:
• Minimum 10 cu. Yard box capacity
• Minimum 1500 gal. on board tan capacity
• Minimum 80 GPM at 2000 psi jet rodder water pump capacity
Vactor truck will be equipped with an Automatic Vehicle Location (AVL) System capable of
identifying the routes completed by the truck as well as identifying when a Power Take-Off(PTO)is
being operated during the process. Contractor will provide a City Representative with the method
and ability to access the real time data of the AVL system.
Contractor will have all hand tools and pipe plugs needed to perform assigned work.
Contractor must have the capability of providing two(2)trucks simultaneously, with adequate crew,
in the event the City requires such services.
Group II—Equipment Requirements
• Contractor's truck must be high capacity vacuum trucks
• Contractor's trucks must have 3000+gallon tanks
• Contractor will have the capability to remove and transport hazardous material
• Contractor's truck must be capable of removing non-hazardous liquid, high solids, oily water
or sludge from oil/water separators, floor drains, sand traps, pits, sumps, trenches, clarifiers,
closed drums and underground waste tanks
Page 10 of 23 AIMS Companies
Contract#2018228
4. CONTRACTOR RESPONSIBLITIES. Contractor will provide all equipment, materials, supplies
and personnel necessary to provide storm drain cleaning, storm drain pipe cleaning, culvert
cleaning,box culvert cleaning, pressure washer separators/vaults,sums,wet well,drywell cleaning
and inspection.
Contractor will be responsible for the following:
• Vactor Services to be in compliance with all federal, state and local laws, regulations,
statutes, codes, etc.
• Compliance with all City, state, and Maricopa County dust control requirements, including
obtaining permits if required.
• Contractor will obtain water(daily)from a designated City owned and metered hydrant
while performing services under this contract. Obtaining City of Mesa water for use other
than for performing work under the City of Mesa Vactor Services agreement#2018228,
could result in termination of the contract.
The Contract Administrator will designate the hydrant(s)to be used. Contractor will read
water meter daily at the beginning and end of shift to determine water usage. The amount
of water used will be added to the daily log sheet and provided to the City of Mesa prior
to invoicing.The Contractor will not be responsible for obtaining a meter or paying for
water usage.
Contractor will follow all City, County, State, Federal, and Occupational Safety and Health
Administration (OSHA) rules and regulations pertaining to work being performed.
Contractor will notify City Representative daily, prior to 7:00 a.m. of Vactor crew status and daily
schedule.
5. PERSONNEL: Contractor will provide all management, supervision and labor necessary for
efficient and effective management of this contract. Contractor will designate a supervisor to
monitor this contract who is able to communicate with the City's Representative in English to
oversee and inspect work performed by Contractor's personnel assigned to this contract.
Contractor will act and work in a professional manner as to not bring undue criticism or
embarrassment to the City.
The designated supervisor will be immediately available during work activities to receive
communications from the City of Mesa staff by cellular phone.
Contractor will utilize only trained, competent employees in the performance of this contract. At
the request of the City, Contractor will remove any incompetent, abusive or disorderly employees,
whether supervisory or non-supervisory,from work under this contract.
Safety vests or high visibility clothing that meets ANSI Class II or better must be worn by
Contractor employees at all times while working on site.
6. DELIVERY REQUIREMENTS: Contractor will be able to provide services on an as needed, on
call basis, as well as pre-scheduled cleanings. Contractor must be able to respond verbally within
twenty-four (24) hours of notification from City Representative. City Representative will notify
Contractor when the City is in need of storm drain cleaning, storm drain pipe cleaning, culvert
cleaning, box culvert cleaning, pressure washer separators/vaults, sumps, wet well, drywell
cleaning and inspection. Contractor will begin services no later than two (2) business days after
receiving the Notice to Proceed, unless the start date is mutually agreed upon by the City
Representative and Contractor. Work schedule will be Monday through Thursday 6:00 a.m.to 5:00
Page 11 of 23 AIMS Companies
Contract#2018228
pm.,excluding City of Mesa holidays.The City reserves the right to make and/or approve schedule
changes to allow Contractor to compete work that was missed as a result of, including but not
limited to:inclement weather and holidays,etc.Any and all rescheduled work will be billed and paid
at the normal rates. Contractor will not charge, and the City will not pay overtime for rescheduled
work.
Holiday Schedule. The following is a list of holidays on which contract service will not be performed
unless previously approved by the City(except emergency service):
a. New Year's Day- January 1st
b. Martin Luther King Day—Third Monday in January
c. President's Day—Third Monday in February
d. Memorial Day—Last Monday in May
e. Independence Day—July 4th
e. Labor Day—First Monday in September
f. Veteran's Day—November 11th
g. Thanksgiving Holiday—Fourth Thursday and following Friday in November
h. Christmas Day—December 25th
7. WORK AREA: Contractor will keep the assigned work area safe for all residents, motorists, and
pedestrians during the project. Contractor will, upon completion of work, leave the public right of
way/worksite in a neat and clean condition. No special payment will be made for this item and price
shall be included in the unit bid price(s). Contractor will restore any damaged City property or
private property to its original condition as determined by the City.
8. TRAFFIC CONTROL: Contractor will:
a. Be responsible for all traffic control, including barricades, if necessary. Traffic control
will be included in the bid price(s).
b. Ensure protection of work area at all times, unless a City Representative authorizes a
waiver.
c. Remove all equipment and materials from each site and leave the site clean at the end
of each workday and upon completion of each assigned task.
Barricading area for work performed within the public right-of-way shall comply with the City of
Mesa Temporary Traffic Control Manual.
http://mesaaz.gov/business/barricading-temporary-traffic-control-permits
Contractor will be responsible for obtaining a City Temporary Traffic Control (TTC) permit prior to
commencing any work if they are to restrict access(partial or complete closures)on public streets,
sidewalks, bike lanes, alleys or other public facilities except as noted in the City TTC Rules and
Procedures. The permit authorizes restrictions to be in place as specified on the permit but does
not guarantee the requestor exclusive rights to occupy a particular portion of the public right-of-
way. Weather, emergencies, incidents, or other projects and special events might require
rescheduling of activities. The City will attempt to identify all known potential conflicts, so they can
be resolved cooperatively among those involved.
Contractor may call 480-644-4TTC(4882)or e-mail barricade(a�mesaaz.gov with any questions.
9. PROTECTION OF THE PUBLIC DAMAGES TO EXISTING STRUCTURES: Contractor will note a
significant portion of the projects will occur in residential areas. Contractor will exercise due care to
minimize any damages to fences, trees, shrubs, landscaping and general property. Contractor will
exercise caution at all times for the protection of person and property. All fines, penalties and/or
repair charges resulting from the Contractor's actions will be the sole responsibility of Contractor at
no additional cost to the City. Contractor will immediately notify the City Representative of damages.
Page 12 of 23 AIMS Companies
Contract#2018228
Contractor will not permit placing or use of equipment in such a manner as to block vehicle traffic
lanes or create safety hazards. Contractor will be responsible for all appropriate warning devices.
10. INVOICE AND PAYMENT(INVOICE AUTHORIZATION):
a. City Representative and Contractor will agree upon work requested and clarify any
questions and concerns prior to starting work.
b. Contractor will fax, scan, or hand deliver a list of completed work, including quantities
at the end of each work day. City Representative and Contractor will agree on method
of notification.
c. A City Representative will inspect the work once completed.
d. The City will provide the Contractor an invoice authorization every two (2)weeks for
satisfactorily work completed.
e. After invoice authorization is received from the City, Contractor will submit an invoice
to the City Representative for completed work. Contractor's invoice will reflect the
quantities and dollar amount stated on the invoice authorization.
f. The City Representative will compare the invoice authorization to Contractor invoice
and approve payment for authorized work.
g. Contractor will provide City Representative with completed route map and task list prior
to invoicing.
11. METHOD OF INVOICING (CONTRACTOR'S INVOICE): Contractor will submit invoices on a
regular,consistent basis of not less than fifteen (15)days and no more than thirty(30)days unless
otherwise directed by a City Representative.
Contractor's invoice will include the following information:
a. City of Mesa Contract and Master Agreement numbers (to be provided by City upon contract
award)
b. Line items listed individually by the written description in the contract
c. Period invoice covers, i.e. "June 1, 2018 through June 15,2018"
d. Contract price extended and totaled
e. Work area with quantity completed and accepted during this time period
f. Items grouped by Work Order and subtotaled
g. Invoice number and date
Mail invoices to: City of Mesa Transportation Department
PO Box 1466
Mesa, AZ 85211-1466
Page 13 of 23 AIMS Companies
Contract#2018228
EXHIBIT B
PRICING
Group I
Item Description Unit of Estimated
No. p Measure Unit Price Annual Total Price
Quantity
Fleet-Perform cleaning services through the use of high pressure hydro
1 jetting,vacuuming(Vactor)and pumping to include but not be limited to: Hour
drywells,wet wells,catch basins,storm drain pipes. Equipment and $140.00 250 $35,000.00
personnel shall include vactor truck and two(2)man crew.
Transportation-Perform cleaning services through the use of high
2 pressure hydro jetting,vacuuming(Vactor)and pumping to include but not Hour $140.00 1,200 $168,000.00
be limited to: drywells,wet wells,catch basins,storm drain pipes.
Equipment and personnel shall include vactor truck and two(2)man crew.
3 Extra crew member-must be approved by the City. Hour $29.50 500 $14,750.00
4 Minimum 3,000 gallon water truck with operator. Hour' $59.50 20 $1,190.00
Group I Total $218,940.00
Page 14 of 23 AIMS Companies
Contract#2018228
Group II
It Unit of Estimated
No. Description Unit Price Annual Total Price
Measure
Quantity
Scheduled Service for Fleet: Vacuum,remove non-hazardous liquid,high
solids,oily water or sludge from oil/water separators,floor drains,sand
5 traps,pits,sumps,clarifiers,closed drums and underground waste tanks Gallon $0.55 36,000 $19,800.00
and haul to disposal site. This includes all equipment,personnel,and any
dump fees.
Scheduled Service for Transportation: Vacuum,remove non-hazardous
liquid,high solids,oily water or sludge from oil/water separators,floor
6 drains,sand traps,pits,sumps,clarifiers,closed drums and underground Gallon $0.40 40,000 $16,000.00
waste tanks and haul to disposal site. This includes all equipment,
personnel,and any dump fees.
Special projects authorized by the City: Remove non-hazardous liquid,
high solids,oily water or sludge from trenches/trench drains and haul to
7 legal dump site.This includes all equipment,personnel,travel time and Hour $215.00 50 $10,750.00
any dump fees.Hourly rate bid will be paid;no extra payment will be made
for travel time.
8 Cost for disposal of materials for special projects-to be used with line#7. Gallon
Number of gallons will depend upon the project. $0.45 1 $0.45
Group II Total $46,550.45
Page 15 of 23 AIMS Companies
Contract#2018228
EXHIBIT C
MESA STANDARD TERMS AND CONDITIONS
1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
the 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 the City, Contractor will defend, indemnify and hold harmless the City
from all such claims.
2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of the 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.
3. ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first
receiving the 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 the 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.
4. 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.
5. 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 in any third parties.
6. NON-EXCLUSIVITY. The 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.
7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and Contractor.
8. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations
under this Agreement.
9. COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and 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 throughout the term of the Agreement. Upon
request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and
other activities used to ensure compliance.
b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy
establishing a drug-free workplace for itself and those doing business with the 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 personnel 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,
Page 16 of 23 AIMS Companies
Contract#2018228
dispensation, 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.
c. 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 the
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 "Contractor Immigration
Warranty").
ii. A breach of the Contractor Immigration Warranty will constitute as 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 the City.
iii. The City retains the legal right to inspect the papers of all Contractor personnel who provide
services under this Agreement to ensure that Contractor or its subcontractors are
complying with the Contractor Immigration Warranty. Contractor agrees to assist the City
in regard to any such inspections.
iv. The City may,at its sole discretion,conduct random verification of the employment records
of Contractor and any subcontractor to ensure compliance with the Contractor Immigration
Warranty. Contractor agrees to assist the City in regard to any random verification
performed.
v. Neither Contractor nor any subcontractor will be deemed to have materially breached the
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274A and
274E of the Federal Immigration and Nationality Act and the E-Verify requirements
prescribed by A.R.S. §23-214(A).
d. Nondiscrimination. Contractor understands and acknowledges that it is the policy of the City
of Mesa to promote non-discrimination. As such, Contractor represents and warrants that it
does not discriminate against any employee or applicant for employment or person to whom it
provides services because of race, color, national origin, age, disability, religion, sex, sexual
orientation, gender identity and expression, veterans' status, marital status, or genetic
information, and represents and warrants that it complies with all applicable federal, state, and
local laws and executive orders regarding employment. Contractor and Contractor's personnel
will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as
amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act
(42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement.
e. 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 of services to the City.
10. 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 the City, or should
otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility
Page 17 of 23 AIMS Companies
Contract#2018228
under this Agreement, Contractor will indemnify the City for any tax liability, interest, and
penalties imposed upon the City.
b. The City is exempt from paying certain federal excise taxes and will furnish an exemption
certificate upon request. The City is not exempt from state and local sales/use taxes.
11. AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due
to the City during the performance of services under the Agreement. Payments to Contractor may
be offset by any delinquent amounts due the City or fees and charges owed to the City.
12. PUBLIC RECORDS. Contractor acknowledges that the City is a public entity, subject to Arizona's
public records laws (A.R.S. § 39-121 et. seq.) and that 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.
12.1. If Contractor believes document related to the Agreement contains trade secrets or other
proprietary data, Contractor must notify the City and include with the notification a statement
that explains and supports Contractor's claim. Contractor also must specifically identify the
trade secrets or other proprietary data that Contractor believes should remain confidential.
12.2. In the event the City determines it is legally required to disclose pursuant to law any
documents or information Contractor deems confidential trade secrets or proprietary data,
the 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, the City may release the information without further notice to Contractor.
13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six
(6)years after completion of the Agreement. The City or its authorized agent reserves the right to
inspect any records related to the performance of work specified herein. In addition, the City may
inspect any and 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 the City. The audit of records may occur at Contractor's place of
business or at City offices, as determined by the City.
14. BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested
background checks of Contractor personnel who would perform services under the Agreement or
who will have access to the City's information,data,or facilities in accordance with the City's current
background check policies. Any officer, employee, or agent that fails the background check must
be replaced immediately for any reasonable cause not prohibited by law.
15. SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The 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 or not any individual or
entity may provide services under this Agreement. If the City objects to any Contractor personnel
for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City,
remove any such individual from performance of services under this Agreement.
16. DEFAULT.
a. A party will be in default 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;
Page 18 of 23 AIMS Companies
Contract#2018228
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 the City Procurement Rules
Article 7 or in an illegal manner; or
iv. Fails to carry out any term, promise, or condition of the Agreement.
b. Contractor will be in default of this Agreement if Contractor is debarred from participating in
City procurements and solicitations in accordance with Article 6 of the City's Procurement
Rules.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may,
at its option and at any time, 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;the thirty
(30)day 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.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question
Contractor's intent or ability to perform, the City may demand that Contractor give a written
assurance of its intent and ability to perform. In the event that the demand is made and no
written assurance is given within five (5) calendar days, the City may treat this failure as an
anticipatory repudiation of the Agreement.
17. 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. The City may purchase the services 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,the City may recover the excess cost
by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance
due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv)
collection against liquidated damages (if applicable); or (v) a combination of the
aforementioned remedies or other remedies as provided by law. Costs includes 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.
18. 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 the City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.
19. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in
part or in whole upon thirty(30)calendar days'written notice.
20. TERMINATION FOR CONFLICT OF INTEREST(A.R.S.§38-511). Pursuant to A.R.S. §38-511,
the 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 the City becomes an employee or agent of Contractor.
Page 19 of 23 AIMS Companies
Contract#2018228
21. TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds
by its governing body to satisfy its obligations. If the City reasonably determines that it does not
have funds to meet its obligations under this Agreement, the 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, the City agrees to provide written notice of its intent to
terminate thirty(30)calendar days prior to the stated termination date.
22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement,
Contractor will be entitled only to payment for those services performed up to the date of
termination, and any authorized expenses already incurred up to such date of termination. The
City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor's properly prepared final
invoice.
23. 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.
24. INDEMNIFICATION/LIABILITY.
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the
City, its officers, agents, and employees, harmless from and against any and all liabilities,
demands,claims,suits,losses,damages,causes of action,fines or judgments,including costs,
attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to,
arising out of, or resulting from: (i) the services provided by Contractor personnel under this
Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor
personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the
obligations established by this Agreement.
b. Contractor will update the City during the course of the litigation to timely notify the City of any
issues that may involve the independent negligence of the City that is not covered by this
indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor
or any third party harmless for claims based on this Agreement or use of Contractor-provided
supplies or services.
25. 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. The City's acceptance of service or materials provided by
Contractor will not relieve Contractor from its obligations under this warranty. If any materials or
services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at
no additional charge to the City, will provide materials or redo such services until in accordance
with this Agreement and to the 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.
26. THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to
prejudice the City's right to recover against third parties for any loss,destruction,or damage to City
property, and will at the City's request and expense,furnish to the City reasonable assistance and
cooperation, including assistance in the prosecution or defense of suit and the execution of
instruments of assignment in favor of the City in obtaining recovery.
27. NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver
any specific amount of materials or services or any materials or services at all under this Agreement
Page 20 of 23 AIMS Companies
Contract#2018228
and acknowledges and agrees that the materials or services will be requested by the City on an as
needed basis at the sole discretion of the City. Any document referencing quantities or
performance frequencies represent the City's best estimate of current requirements, but will not
bind the City to purchase, accept, or pay for materials or services which exceed its actual needs.
28. OWNERSHIP. All deliverables, services, and information provided by Contractor or the City
pursuant to this Agreement (whether electronically or manually generated) including without
limitation,reports,test plans, and survey results,graphics,and technical tables,originally prepared
in the performance of this Agreement, are the property of the City and will not be used or released
by Contractor or any other person except with prior written permission by the City.
29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity
without obtaining the prior written consent of the City.
30. PROHIBITED ACTS. Pursuant to A.R.S. § 38-504, a current or former public officer or employee
within the last twelve (12) months shall not represent another organization before the City on any
matter for which the officer or employee was directly concerned and personally participated in
during their service or employment or over which they had a substantial or material administrative
discretion. Further, while employed by the 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 personnel in the course of his or her official duties at the
City.
31. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination
freight prepaid and allowed unless otherwise agreed.
32. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or
equipment incidental to providing these services and such loss,injury,or destruction will not release
Contractor from any obligation hereunder.
33. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real
property or damage or loss of City personal property when such property is the responsibility of or
in the custody of Contractor or its employees.
34. WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use,
the materials and services being provided and that the City may use same without suit, trouble or
hindrance from Contractor or third parties.
35. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will
without limitation, at its expense defend the City against all claims asserted by any person that
anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual
property right and must, without limitation, pay the costs, damages and attorneys' fees awarded
against the City in any such action,or pay any settlement of such action or claim.Each party agrees
to notify the other promptly of any matters to which this provision may apply and to cooperate with
each other in connection with such defense or settlement. If a preliminary or final judgment is
obtained against the City's use or operation of the items provided by Contractor hereunder or any
part thereof by reason of any alleged infringement, Contractor will, at its expense and without
limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the
right to continue to use the item; (c) substitute for the infringing item other item(s) having at least
equivalent capability; or(d) refund to the City an amount equal to the price paid, less reasonable
usage, from the time of installation acceptance through cessation of use, which amount will be
calculated on a useful life not less than five(5)years, plus any additional costs the City may incur
to acquire substitute supplies or services.
36. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing
Administrator and/or an authorized representative from the using department. All questions
regarding the contract will be referred to the administrator for resolution. Supplements may be
written to the contract for the addition or deletion of services. Payment will be negotiated and
determined by the contract administrator(s).
Page 21 of 23 AIMS Companies
Contract#2018228
37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by
unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the
public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose
performance is so affected will within five (5) calendar days of the unforeseeable circumstance
notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable steps, promptly and diligently,to prevent
such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or
performance date will be extended for a period equal to the time lost by reason of delay, plus such
additional time as may be reasonably necessary to overcome the effect of the delay, provided
however, under no circumstances will delays caused by a force majeure extend beyond one
hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task
unless agreed upon by the parties.
38. COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing
agreements with other Arizona government agencies, including the Strategic Alliance for Volume
Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any
contract may be extended for use by other municipalities,school districts and government agencies
in the State of Arizona with the approval of Contractor. Any such usage by other entities must be
in accordance with the statutes, codes, ordinances, charter and/or procurement rules and
regulations of the respective government agency.
The City currently holds or may enter into Intergovernmental Governmental Agreements(IGA)with
numerous governmental entities. These agreements allow the entities, with the approval of
Contractor, to purchase their requirements under the terms and conditions of this Agreement.
A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor
who is contracted to provide services on a regular basis at an individual school shall obtain a valid
fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing
board shall adopt policies to exempt a person from the requirements of this subsection if the
person's normal job duties are not likely to result in independent access to or unsupervised contact
with pupils. A school district, its governing board members, its school council members and its
employees are exempt from civil liability for the consequences of adoption and implementation of
policies and procedures pursuant to this subsection unless the school district, its governing board
members, its school council members or its employees are guilty of gross negligence or intentional
misconduct.
Additionally,Contractor will comply with the governing body's fingerprinting policy of each individual
school district and public entity. Contractor, subcontractors, vendors and their employees will not
provide services on school district properties until authorized by the school district.
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.
The City is not responsible for any disputes arising out of transactions made by others.
39. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price
increases will be accepted without proper request by Contractor and response by the City's
Purchasing Division.
40. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at
their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or
registered mail,postage prepaid;(iii)sent via overnight courier;or(iv)sent via facsimile. If provided
by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or
registered mail, receipt will be deemed effective three (3) calendar days after being deposited in
the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective
two(2)calendar days after the sending thereof.
41. GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona.
The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to
this Agreement will be Maricopa County, Arizona.
Page 22 of 23 AIMS Companies
Contract#2018228
42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto,
supersede all prior oral or written agreements, if any, between the parties and constitutes the entire
agreement between the parties with respect to the work to be performed.
43. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a
part of this Agreement as if fully stated in it.
44. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such
provision will be severed from this Agreement, which will otherwise remain in full force and effect.
The parties will negotiate diligently in good faith for such amendment(s)of this Agreement as may
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or
unenforceability.
45. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth
rights and obligations that extend beyond completion, termination, or other expiration of this
Agreement, will survive and remain in full force and effect. Except as specifically provided in this
Agreement,completion,termination,or other expiration of this Agreement will not release any party
from any liability or obligation arising prior to the date of termination.
46. A.R.S.SECTIONS 1-501 and 1-502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1-
502, any person who applies to the City for a local public benefit(the definition of which includes a
grant, contract or loan) must demonstrate his or her lawful presence in the United States. As the
Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole
proprietorship, Contractor agrees to sign and submit the necessary documentation to prove
compliance with the statutes as applicable.
Page 23 of 23 AIMS Companies
Contract#2018228