5096 Agreement

City of Chandler — Study Session (2026-09-14)

Extracted text (via pymupdf) 78072 characters

City Clerk Document No.

City Council Meeting Date: September 17, 2026

CITY OF CHANDLER SERVICES AGREEMENT
COST OF SERVICE STUDY
CITY OF CHANDLER AGREEMENT NO. BG6-918-5096

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and FCS, a Bowman company, a Delaware corporation
(Contractor), (City and Contractor may individually be referred to as Party and collectively referred
to as Parties) and made

, 2026 (Effective Date).

RECITALS

A. City proposes to conduct a cost of service study as more fully described in Exhibit A, which is
attached to and made a part of this Agreement by this reference.

B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.

C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:

SECTION I: DEFINITIONS

For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement

SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
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terms and conditions of this Agreement and within the care and skill that a person who provides
similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.

Materials, computer programs, reports, calculations, analyses, and other work products generated
by the Contractor under this Agreement will remain the property of the Contractor and may not be
modified without the prior written permission of the Contractor.

SECTION III: PERIOD OF SERVICE

Contractor must perform the services described in Exhibit A for the term of this Agreement.

Following execution of this Agreement by City, the Contractor will immediately commence work and
will complete all services described within 180 days from the date the Contractor is notified to
proceed, unless otherwise agreed to by the parties.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services approved and accepted by the City under this
Agreement must not exceed $125,000. Contractor must submit requests for payment for services
approved and accepted during the previous billing period and must include, as applicable, detailed
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a
list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment
plus similar narrative and listing of their work. Payment for those services negotiated as a lump sum
will be made in accordance with the percentage of the work completed during the preceding billing
period. Services negotiated as a not-to-exceed fee will be paid in accordance with the work
completed on the service during the preceding month. All requests for payment must be submitted
to the City for review and approval. The City will make payment for approved and accepted services
within 30 days of the City’s receipt of the request for payment.

4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.

4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
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request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
the Parties a written Agreement Amendment shall be approved and executed by the Parties.

SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.

5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
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the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
immediately after receiving such notice, the Contractor must discontinue advancing the work
specified under this Agreement. Upon such termination, abandonment, or suspension, the
Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.

5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be
caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in
connection with this Agreement. This indemnity includes any claim or amount arising out of or
recovered under workers' compensation law or on account of the failure of the Contractor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
The Contractor must indemnify lndemnitee from and against any and all Claims, except those
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is
responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.

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5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
from or relate to performance of the work under this Agreement by Contractor and its agents,
representatives, employees, and subcontractors. Contractor and any subcontractors must
maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.

5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.

5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:

For the City
For the Contractor
Name: Christina Pryor Name: Angie Sanchez Virnoche
Title: Procurement and Supply Senior Manager Title: Principal-in-Charge
Address: 175 S. Arizona Ave., 3rd Floor Address: 6751 N. Sunset Blvd., Ste. 325
Chandler, AZ 85225 Glendale, AZ 85305
Phone: 480-782-2403 Phone: 425-336-4157
Email: christina.pryor@chandleraz.gov Email: angie.virnoche@bowman.com

5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants of
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest
in this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and the City.

5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final
determination at the administrative level will be made by the City Purchasing and Materials
Manager.

5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
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the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.

5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until
such time that a settlement on those claims has been reached.

5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).

5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.

5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.

5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.

5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.

5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to
permit the City to verify Contractor’s compliance.

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5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.

5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.

5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) 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.

5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.

5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.

5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
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Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.

5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
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Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.

5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.

5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.

5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.

5.30 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.

5.31 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.

5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.

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5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.

5.34 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.

5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.

5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.

5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.

5.38 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.

5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:

Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions

5.40 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.

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5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.

If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.

Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.

5.42 Reserved.

5.43 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.

5.44 Warranties. Contractor must furnish a one-year warranty on all work and services
performed under this Agreement. Contractor must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Contractor,
subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Contractor (including,
but not limited to, all parts and labor) at Contractor’s sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to the City on or before the
City’s final acceptance of Contractor’s services under this Agreement.

5.45 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.

5.46 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.

5.47 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
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12
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget.
This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: _________________________________________
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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Principal

EXHIBIT A
SCOPE OF SERVICES

Task 1 – Project Initiation and Kickoff

Brooke Tacia, project manager, and Angie Sanchez Virnoche, principal-in-charge, will lead an in-person
kickoff meeting with the city's project team as the study's first activity.

Representatives from city finance, utilities engineering, operations, customer service and solid waste
operations will each have representatives present.

The meeting will confirm study goals and priorities, walk through the anticipated scope line by line to
surface any City-specific expectations not fully captured in the RFP, finalize the project schedule and
milestones and establish the communication plan.

Task 1 Deliverables

In-person kickoff meeting with agenda and meeting summary.

Confirmed project schedule with milestone review points.

Data request list covering financial, engineering, customer billing, capital planning and solid waste
tonnage/account data.

Task 2 – Data Collection and Validation

The Contractor will issue a detailed data request covering historical and projected revenue and expense,
the city's ten-year financial forecast, capital improvement plans and funding strategy, debt schedules,
reserve policies, customer billing and meter data for water, wastewater and reclaimed water, and account,
container and tonnage data for solid waste and the RSWCC.

Customer billing data will be reconciled against recorded revenue to identify and correct anomalies before
it becomes the basis for revenue projections, cost allocation and rate design; this reconciliation step is
where inconsistencies in meter sizing, class coding or industrial account records typically surface, and
catching them here protects the credibility of every later task.

Task 2 Deliverables

Validated financial, engineering, customer billing and solid waste/RSWCC data set.

Summary of data anomalies identified and resolved.

Task 3 – Rate and Financial Model Architecture

The Contractor will build an integrated set of Excel-based financial and rate models covering water,
wastewater, reclaimed water and solid waste.

The city has specifically asked for a data model that can evaluate changes in the largest industrial user’s
water or wastewater flows, the Contractor will design that capability as a scenario module within the core
model rather than as a separate spreadsheet, so any adjustment to that customer’s flow assumption
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automatically flows through revenue requirements, cost-of-service and rate design.

The same scenario framework will support “what-if” testing of growth, capital timing and rate strategy more
broadly, which gives city staff a planning tool they to use after the study is delivered.

Task 3 Deliverables

Comprehensive rate and financial model for water, wastewater, reclaimed water and solid waste, with
a built-in industrial user scenario module.

Model documentation and a summary of scenario functionality.

Task 4 – Revenue Requirement and Ten-Year Financial Plan

Using the city’s ten-year financial forecast as the foundation, the Contractor will develop revenue
requirements for water, wastewater, reclaimed water and solid waste that incorporate operating expenses,
capital improvement funding, debt service and reserve targets. The analysis will test revenue sufficiency
against cash flow and debt coverage requirements over the full ten-year horizon, then translate that into
a recommended five-year rate schedule for Council consideration, consistent with the city’s stated
preference for stable, moderate rate adjustments rather than large one-time increases.

Task 4 Deliverables

Ten-year revenue requirement forecast for each utility.

Recommended five-year rate strategy for each utility.

Capital funding and reserve analysis.

Task 5 – Cost of Service Analysis

Water, Sewer and Reclaimed Water: This task allocates each utility's revenue requirement to customer
classes using functional cost causation, the industry-accepted basis for defensible rate setting. Base
capacity and peak capacity are functionalized separately so that the cost of serving average demand is
distinguished from the cost of serving peak demand.

As part of this task, the Contractor will incorporate the prior report on the city's largest industrial user to
validate that the account’s current cost allocation reflects its actual demand characteristics.

Solid Waste: We will evaluate the cost and utilization of curbside and alley solid waste removal, including
how much of the monthly rate is currently subsidizing the RSWCC, HHW and Bulk, and whether the existing
alley charge is sufficient to cover the added cost of alley service. Curbside recycling, bulk collection and
container services (extras and replacements) will each receive their own cost and process review, and the
analysis will roll up into proposed rates designed to reach 100% cost recovery for solid waste operations.

The Contractor will also research industry practices and partnership models, such as material recovery
agreements or regional processing arrangements, that could financially benefit solid waste operations, per
the City’s request.

Task 5 Deliverables
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
Functional cost allocation for water, wastewater and reclaimed water by customer class.

Peak demand cost analysis.

Industrial user fair-share validation memo.

Comparison of current revenue by class to cost-of-service, with any imbalances identified.

Cost and subsidy analysis for curbside and alley collection.

Cost and process analysis for curbside recycling, bulk collection and container services.

Proposed solid waste rates achieving 100% cost recovery.

Summary of industry practice and partnership opportunities.

Task 6 – Rate Structure Analyses

The Contractor will evaluate rate structure alternatives for each utility.

Analysis of the base rate and variable rate levels to confirm they are set at reasonable, cost-based levels,
along with options to adjust the rate structure to encourage conservation while preserving stable revenue
recovery and ease of administration.

For wastewater, the Contractor will directly compare a fixed Monthly Base Charge against a base-and-
variable structure for single- family and multi-family customers, showing the revenue stability, customer
bill impact and administrative trade-offs of each so the city can weigh them against its policy priorities.

The Contractor will model the projected impact of any proposed rate structure on future consumption
patterns and translate that back into its effect on the cost of providing service, closing the loop the city
asked for between rate design and demand response.

Task 6 Deliverables

Up to two rate structure alternatives for each utility.

Side-by-side comparison of wastewater fixed Monthly Base Charge versus base-and-variable design for
single-family and multi-family customers.

Five-year schedule of rates by class for water, wastewater and reclaimed water.

Consumption-impact analysis for proposed rate structures.

Task 7 – RSWCC and Household Hazardous Waste Policy Analysis

The Contractor will develop a cost-of-service basis for covered ratepayer visits and for non-ratepayer
Chandler resident drop-offs charged under the citywide fee schedule, then evaluate the cost implications
of the specific policy options the city raised: opening the facility to non-residents, adding or adjusting hours
and days of operation including Sunday utilization and revising how load weight is billed.

Load weight: The Contractor will use the RSWCC’s historical load-weight data to compare a limited free-
weight allowance with pay-for-additional-weight against an all-loads-pay model, so the city can see the
revenue and customer-impact trade-offs of each before choosing a direction.

For HHW: Currently recovers no cost from ratepayers, the Contractor will develop both a full (100%) cost
recovery rate and a partial cost recovery rate and evaluate the cost differences between the current
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scheduled-delivery model and an unscheduled drop-off model aligned with regular RSWCC hours, as well
as a bulk-style or door-to-door collection alternative. Because moving from a free service to any level of
cost recovery is a more visible change for customers than a routine rate adjustment, the Contractor will
pair this analysis with clear, plain-language materials the city can use to explain the rationale to residents
and Council.

Task 7 Deliverables

RSWCC cost-of-service analysis for ratepayer and non-ratepayer use, with fee schedule
recommendations.

Cost comparison of RSWCC access and hours-of-operation options, including Sunday hours.

Load-weight billing option comparison (limited free allowance versus all-loads-pay).

HHW full and partial cost recovery rate options, with delivery-model cost comparison

Task 8 – Bill Impact Analysis and Rate Benchmarking

The Contractor will prepare customer bill impacts for typical consumption levels across all four utilities,
showing monthly and annual changes in both percentage and dollar terms for each customer class. The
Contractor will complete a utility fee comparison to surrounding cities for every customer class, run under
both the city's current rates and the proposed rate recommendations, so the comparison stays current
through adoption rather than reflecting a point-in-time snapshot taken early in the study.

Task 8 Deliverables

Customer bill impact analysis by class and typical consumption level.

Comparative rate survey of surrounding jurisdictions, current and proposed.

Task 9 – Meter Installation and Pretreatment Fee Review
The Contractor will review the cost basis for meter installation fees and industrial pretreatment fees to
confirm they are set to recover the city’s actual cost of providing those services and recommend
adjustments where a gap exists between current fees and current cost.

Task 9 Deliverables

Cost-of-service review and recommended fee schedule for meter installation and pretreatment fees.

Task 10 – Documentation, Presentations, and Training

The Contractor will document the process, methodology, key assumptions, findings and recommendations
in a draft report for city review, followed by a final report incorporating city feedback. Rate
recommendations throughout the report, and in the accompanying model, will be presented in both
percentage and dollar terms, on both an annual and monthly basis, as requested.

Presentations, Meetings and Council Engagement: The Contractor will attend meetings the city identifies
as critical, including any City Council work session(s) or Council meeting(s) where study results are
presented. Virtual interim milestone meetings with city staff will be scheduled at completion of the financial
plan, the cost-of-service analysis and the rate design tasks, giving staff three structured checkpoints to
review assumptions and preliminary results before they are finalized.
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For Phasing Plan and Rate Model Training: The Contractor will recommend a phased approach to
implementing rate changes where the cost-of-service analysis reveals significant shifts for any customer
class, spreading those shifts over the five-year rate schedule to limit any single year’s bill impact.

The Contractor will provide hands-on training for city staff on the rate and scenario model as part of this
engagement, rather than as a follow-on task, so staff can begin using the industrial user scenario tool and
the broader financial model immediately after delivery.

Task 10 Deliverables

Draft report for City review.

Final report incorporating City comments.

Electronic copies of the report (Word) and rate models (Excel) for each utility.

Milestone review meetings at the close of each major analytical task.

Recommended phase-in schedule for any material rate shifts by class.

Staff training session on the rate and scenario model.

Additional Services

The Contractor will provide additional related services upon request from the City.
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EXHIBIT B
COMPENSATION AND FEES

Fees are firm, fixed, and all-inclusive for the services described in the Scope of Services.

Description
Fee

Cost of Service Study

$115,525

In the event that the city requires related services in addition to those of the Scope of Services, these rates
will serve as the basis for pricing those services.

Staff Role
Hourly Fee

Principal
$300

Project Manager
$240

Project Consultant
$195

Administrative Support
$165

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EXHIBIT C
INSURANCE
INSURANCE

General.

A.
At the same time as execution of this Agreement, the Contractor shall furnish the City a
certificate of insurance on a standard insurance industry ACORD form. The ACORD form
must be issued by an insurance company authorized to transact business in the State of
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to
do business in the State of Arizona with policies and forms satisfactory to City. Provided,
however, the A.M. Best rating requirement shall not be deemed to apply to required Workers’
Compensation coverage.

B.
The Contractor and any of its subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement are
satisfied, the insurances set forth below.

C.
The insurance requirements set forth below are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement.

D.
The City in no way warrants that the minimum insurance limits contained in this Agreement
are sufficient to protect Contractor from liabilities that might arise out of the performance
of the Agreement services under this Agreement by Contractor, its agents, representatives,
employees, subcontractors, and the Contractor is free to purchase any additional insurance
as may be determined necessary.

E.
Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve the Contractor from,
nor will it be considered a waiver of its obligation to maintain the required insurance at all
times during the performance of this Agreement.

F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall execute
a written contract with Subcontractor containing the same Indemnification Clause and
Insurance Requirements as the City requires of the Contractor in this Agreement. The
Contractor is responsible for executing the Agreement with the Subcontractor and obtaining
Certificates of Insurance and verifying the insurance requirements.

Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of liability not
less than those stated below.

A.
Commercial General Liability-Occurrence Form. Contractor must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
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and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.

B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles
assigned to or used in the performance of the Contractor’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.

C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Contractor employees engaged in the performance of work or services under
this Agreement and must also maintain Employers’ Liability insurance of not less than
$1,000,000 for each accident and $1,000,000 disease for each employee.

D.
Professional Liability. If the Agreement is the subject of any professional services or work
performed by the Contractor, or if the Contractor engages in any professional services or
work adjunct or residual to performing the work under this Agreement, the Contractor must
maintain Professional Liability insurance covering errors and omissions arising out of the
work or services performed by the Contractor, or anyone employed by the Contractor, or
anyone whose acts, mistakes, errors and omissions the Contractor is legally liable, with a
liability limit of $1,000,000 each claim and $2,000,000 all claims. In the event the Professional
Liability insurance policy is written on a “claims made” basis, coverage must extend for three
years past completion and acceptance of the work or services, and the Contractor, or its
selected Design Professional will submit Certificates of Insurance as evidence the required
coverage is in effect. The Design Professional must annually submit Certificates of Insurance
citing that the applicable coverage is in force and contains the required provisions for a three
year period.

Additional Policy Provisions Required.

A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by the City. If not approved, the City may require that the insurer reduce
or eliminate any deductible or self-insured retentions with respect to the City, its officers,
officials, agents, employees, and volunteers.

1. The Contractor’s insurance must contain broad form contractual liability coverage.

2. The Contractor's insurance coverage must be primary insurance with respect to the City,
its officers, officials, agents, and employees. Any insurance or self-insurance maintained
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by the City, its officers, officials, agents, and employees shall be in excess of the coverage
provided by the Contractor and must not contribute to it.

3. The Contractor's insurance must apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.

4. Coverage provided by the Contractor must not be limited to the liability assumed under
the indemnification provisions of this Agreement.

5. The policies must contain a severability of interest clause and waiver of subrogation
against the City, its officers, officials, agents, and employees, for losses arising from Work
performed by the Contractor for the City.

6. The Contractor, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of three
years following completion and acceptance of the Work. The Contractor must submit a
Certificate of Insurance evidencing Commercial General Liability insurance during this
three year period containing all the Agreement insurance requirements, including
naming the City of Chandler, its agents, representatives, officers, directors, officials and
employees as Additional Insured as required.

7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance requirements or
obligations of this Agreement.

B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement, the
Contractor must forward renewal or replacement Certificates to the City within ten days
after the renewal date containing all the required insurance provisions.
2. Each insurance policy required by the insurance provisions of this Contract/Agreement
shall provide the required coverage and shall not be suspended, voided or canceled
except after 30 days prior written notice has been given to the City, except when
cancellation is for non-payment of premium, then ten days prior notice may be given.
Such notice shall be sent directly to Chandler Law-Risk Management Department, Post
Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any insurance company
refuses to provide the required notice, the Contractor or its insurance broker shall notify
the City of any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.

A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:

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1. The Commercial General Liability and Automobile Liability policies are to contain, or be
endorsed to contain, the following provisions: The City, its officers, officials, agents, and
employees are additional insureds with respect to liability arising out of activities
performed by, or on behalf of, the Contractor including the City's general supervision of
the Contractor; Products and Completed operations of the Contractor; and automobiles
owned, leased, hired, or borrowed by the Contractor.

2. The City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by the Contractor even if those limits of liability are in
excess of those required by this Agreement.

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EXHIBIT D
SPECIAL CONDITIONS

ACCESSIBILITY SUPPLEMENT

1. Preamble
This Supplement sets out the mandatory accessibility requirements applicable to all digital deliverables,
products, and services supplied by Service Provider under the Agreement. These requirements are
binding upon execution of the Agreement and form an integral part of the contractual obligations of
both parties.

Digital accessibility is a civil rights obligation and an enforceable legal requirement under applicable
law. Inaccessible third-party products and services are among the most common and preventable
accessibility risks an organization faces. This Supplement intends to establish clear expectations before
signature and to preserve enforceable rights throughout the life of the agreement.

1.1
Scope of Application
Unless otherwise agreed in writing, this Supplement applies to all of the following supplied
under the Agreement:
Websites and web applications
Mobile applications (iOS, Android, and any other platform)
Software interfaces and enterprise applications (SaaS, on-premise, hybrid)
Electronic documents (PDF, Word, Excel, PowerPoint, and equivalent formats)
Multimedia content, including audio, video, and interactive media
Social Media content
APIs, SDKs, and developer-facing tooling used to build end-user experiences
Training materials, help documentation, and support portals
Any other digital deliverable produced, licensed, or maintained under this Agreement

2. Accessibility Standards

2.1
Conformance Standard
All digital deliverables produced, licensed, or maintained under this Agreement, including
those identified in Section 1.1 above, shall conform with the Web Content Accessibility
Guidelines (WCAG) 2.1, Level AA success criteria, as published by the World Wide Web
Consortium (W3C), or any successor standard mutually agreed upon in writing by the parties.

2.2
Applicable Law
This Supplement supplements, and does not limit, Service Provider’s obligation to comply
with all applicable accessibility-related legislation and regulation. Relevant legal frameworks
include, without limitation:
Section 508 of the Rehabilitation Act of 1973 (as amended), where applicable to federal
contractors and recipients of federal funding
Titles II and III of the Americans with Disabilities Act (ADA)
Applicable state or local accessibility requirements in the jurisdictions in which deliverables
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will be used

3. Accessibility Testing and Conformance Reporting

3.1
Testing Obligation
Service Provider shall conduct accessibility testing for each deliverable prior to delivery and
at each material update. Testing must incorporate both automated scanning tools and
substantive manual evaluation, including testing with commonly used assistive technologies.

3.2
Required Assistive Technologies
At a minimum, testing shall include the following assistive technology combinations:
Screen reader with desktop browser: NVDA with Firefox
Screen reader on macOS: VoiceOver with Safari
Screen reader on mobile: VoiceOver with iOS Safari
Keyboard-only navigation (no pointing device)
Voice recognition software (e.g., Dragon NaturallySpeaking)
Browser zoom at 200% and 400% magnification

3.3
Accessibility Conformance Report (ACR) / VPAT
Service Provider shall prepare and deliver an Accessibility Conformance Report (ACR), using
the current edition of the Voluntary Product Accessibility Template (VPAT®), for each product
deliverable. For SaaS or cloud-based products, updated ACRs shall be provided:
At initial delivery
Following any material update, new feature release, or significant UI change
No less frequently than every twelve (12) months for the duration of the Agreement

The ACR shall document the conformance status of each applicable WCAG 2.2 Level AA
success criterion and shall clearly identify any known non-conformance, partial
conformance, and the basis for any claim of “not applicable.” Vague or unsupported
conformance claims shall not be accepted.

3.4
Client’s Right to Audit
The Client reserves the right to commission an independent accessibility audit of any
deliverable at any time, at the Client’s cost, and to share the results with Service Provider.
Where the audit identifies non-conformance not previously disclosed in Service Provider’s
ACR, the provisions of Section 4 (Remediation) shall apply.

4. Remediation of Accessibility Barriers

4.1
Remediation as Defect Correction
Accessibility barriers constitute defects. Remediation of accessibility barriers identified prior
to or following delivery shall be treated as defect correction and shall not constitute a change
in scope, nor shall it give rise to additional fees or charges payable by the Client.

4.2
Remediation Timeframes
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Upon written notice from the Client of an identified accessibility barrier, Service Provider
shall remediate the issue within the following timeframes, measured from the date of written
notification:

Severity
Description
Remediation Timeframe
Critical (WCAG Level A)
Barriers that completely block
access to core functionality for
users with disabilities
5 business days
High (WCAG Level AA)
Significant
barriers
that
substantially impair access to
primary features
15 business days
Medium (WCAG Level
AA)
Barriers that cause difficulty but
do
not
fully
prevent
task
completion
30 business days
Low / Advisory
Best-practice improvements and
WCAG
Level
AAA
recommendations
Next scheduled release

4.3
Interim Workarounds
Where immediate remediation is not technically feasible within the specified timeframe,
Service Provider shall provide a documented interim workaround that enables users with
disabilities to accomplish the same task or access the same information by an equivalent
means, pending full remediation.

4.4
Remediation Plan
For High or Critical severity barriers that cannot be remediated within the specified
timeframe, Service Provider shall provide a written remediation plan within five (5) business
days of notification, specifying the root cause, the proposed fix, the estimated delivery date,
and any interim mitigations in place.

5. Subcontractors and Third-Party Components

5.1
Obligation to Bind Subcontractors
The Service Provider’s accessibility obligations extend to all subcontractors, consultants, and
third parties engaged in performing this Agreement. The Service Provider shall ensure that
all such parties are contractually bound to meet the same accessibility standards required
under this Supplement.

5.2
Third-Party and Open-Source Components
Where deliverables incorporate third-party libraries, plugins, open-source components, or
embedded content, the Service Provider shall:
Conduct accessibility assessment of such components as part of overall conformance testing
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Document known accessibility limitations of third-party components in the ACR
Use reasonable efforts to select accessible third-party components and to replace
inaccessible components within an agreed timeline where alternatives are available

6. Ongoing Obligations

6.1
Maintenance and Updates
Where this Agreement involves maintenance, ongoing development, iterative releases, or
managed SaaS services, Service Provider’s accessibility obligations are continuous.
Accessibility conformance is not a one-time delivery requirement: it must be maintained
throughout the term of the Agreement.

6.2
Regression Prevention
Service Provider shall integrate accessibility testing into its development and release
processes to prevent regression. Where a release introduces a previously non-existent
accessibility barrier, that barrier shall be remediated in accordance with Section 4.2.

6.3
Notification of Known Issues
Service Provider shall proactively notify the Client in writing of any known accessibility
barriers identified during internal testing prior to delivery or release, including the severity
classification, affected components, and planned remediation timeline. Service Provider
shall not withhold known barrier information pending a Client-initiated audit.

7. Indemnification

7.1
Service Provider Indemnification
Service Provider’s obligation to meet accessibility standards creates a corresponding
allocation of liability. If the Service Provider’s failure to deliver accessible products results in
legal claims against the Client : including complaints, investigations, civil suits, or regulatory
actions under the ADA, Section 508, or equivalent law : the responsibility for those legal and
financial consequences should rest with the party that created the problem, not the party
that purchased the product in reliance on the Service Provider’s compliance.

7.2
Carve-Outs and Limitations
The Service Provider’s indemnification obligation under Section 7.1 shall not apply to the
extent that a claim arises from:
Modifications made by the Client to a deliverable after acceptance, where such modifications
introduced or directly caused the accessibility barrier;
Content, design specifications, or directives provided by the Client to the Service Provider,
where the Client was informed in writing that such content or specifications would result in
non-conformance;
The Client’s failure to implement a remediation delivered by the Service Provider in
accordance with Section 4; or
Third-party components or services not supplied or selected by the Service Provider.
Where the Client makes a design or content decision that the Service Provider has advised
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in writing may result in non-conformance, the Service Provider shall document that advice
contemporaneously. Verbal advice shall not give rise to a carve-out unless accompanied by
written confirmation.

7.3
Insurance
Service Provider shall maintain, at minimum, Errors and Omissions (E&O) / Professional
Liability insurance with policy limits of not less than $3,000,000 per occurrence and in the
aggregate, throughout the term of the Agreement and for three (3) years following expiry or
termination. The Service Provider shall name the Client as an additional insured and shall
provide certificates of insurance upon request. Indemnification obligations under this
Supplement are in addition to, and not limited by, applicable insurance coverage.

8. Representations and Warranties

8.1
Service Provider Representations
Service Provider represents and warrants that, as of the date of delivery of each deliverable
and at each material update:
The deliverable has been designed and developed with accessibility as an integral design
requirement, not a post-development retrofit.
Service Provider employs, or retains consultants with, demonstrable expertise in digital
accessibility and WCAG 2.2. Expertise can be demonstrated by using disabled testers with
lived experience using assistive technology, or by non-expired certifications such as Trusted
Tester or the International Association of Accessibility Professionals Certified Professional in
Web Accessibility (IAAP CPWA).
Accessibility testing has been conducted in accordance with Section 3 of this Supplement;
The ACR, if needed, which is provided under Section 3.3 is accurate, complete, and not
materially misleading; and
Service Provider is not aware of any accessibility barriers in the deliverable that have not
been disclosed in the ACR.

8.2
No Warranty by Conduct
The Client’s acceptance of a deliverable or payment of an invoice shall not constitute a waiver
of any accessibility warranty or of the Client’s rights under this Supplement.

9. Reporting and Communication

9.1
Designated Accessibility Contact
Each party shall designate a named individual as its Accessibility Contact for purposes of this
Supplement. Accessibility Contacts shall be responsible for receiving and transmitting
notices, coordinating testing activities, and escalating disputes under this Supplement.
Client Accessibility Contact: As set forth in the Agreement
Service Provider Accessibility Contact: As set forth in the Agreement

9.2
Annual Accessibility Report
For Agreements with a term exceeding twelve (12) months, Service Provider shall provide the
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Client with an Annual Accessibility Report no later than thirty (30) days after each anniversary
of the Effective Date. The report shall include:
ACR/VPATs for all active deliverables
A summary of accessibility barriers identified and remediated in the preceding twelve
months
Known open barriers, their severity classifications, and planned remediation timelines
Any changes to the Service Provider’s internal accessibility program, processes, or tooling

10. Dispute Resolution

10.1
Good Faith Resolution
In the event of a dispute regarding the accessibility conformance of any deliverable, the
parties shall first attempt to resolve the matter through good-faith negotiation between the
designated Accessibility Contacts within fifteen (15) business days of written notice of the
dispute.

10.2
Independent Expert
If the parties are unable to resolve a conformance dispute through negotiation, either party
may request that an independent accessibility expert, mutually agreed upon or appointed
by a relevant industry body, conduct a binding evaluation. The cost of the independent
expert shall be borne by the party whose position is not upheld, or shared equally if the
expert finds partial merit on both sides.

10.3
Escalation
Disputes not resolved under Sections 10.1 or 10.2 shall be escalated in accordance with the
dispute resolution provisions of the Master Agreement.

11. General Provisions

11.1
Order of Precedence
In the event of any conflict or inconsistency between this Supplement and the body of
Agreement with respect to accessibility obligations, this Supplement shall prevail to the
extent of the inconsistency.

11.2
Severability
If any provision of this Supplement is held to be invalid or unenforceable, the remaining
provisions shall continue in full force and effect.

11.3
Entire Agreement on Accessibility
This Supplement, together with the Agreement, constitutes the entire agreement between
the parties with respect to accessibility requirements. Vague or general contractual
language: including catch-all compliance clauses or statements that the Service Provider will
make “reasonable efforts” toward accessibility or to follow federal, state, and local laws does
not substitute for or supplement the specific requirements set out herein.

Docusign Envelope ID: 54B09E94-764C-82F2-8249-6C8305E4AA4A

11.4
Amendment
This Supplement may only be amended by a written instrument signed by duly authorized
representatives of both parties