5029 Agreement

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City Clerk Document No.
City Council Meeting Date: October 15, 2026
CITY OF CHANDLER SERVICES AGREEMENT
YOUNG FAMILY AND PROFESSIONAL ATTRACTION CAMPAIGN
CITY OF CHANDLER AGREEMENT NO. ED6-5029
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Eddy Alexander, a Virginia 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 enter an agreement for the young family and professional attraction campaign
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
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Contractor must perform the services described in Exhibit A within the terms and conditions of this
Agreement. All work or services furnished by Contractor under this Agreement will 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.
SECTION III: PERIOD OF SERVICE
Contractor must perform the services described in Exhibit A for the term of this Agreement.
The term of the Agreement is one year, and begins on November 1, 2026, and ends on October 31,
2027, unless sooner terminated in accordance with the provisions of this Agreement. The City and
the Contractor may mutually agree to extend the Agreement for up to four additional terms of one
year each, or portions thereof. The City reserves the right, with mutual agreement, to extend the
Agreement for up to 60 days beyond the expiration of any extension term.
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 $190,000.
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 Price Adjustments. Prices set forth herein shall remain firm for the initial term of the Agreement.
Pricing for subsequent renewal terms shall be based upon the applicable annual pricing and
assumptions set forth in Contractor's accepted proposal. Changes based on scope or resourcing
adjustments will be documented in subsequent SOWs or renewal agreements as required.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Contractor shall maintain records reasonably necessary to substantiate amounts
invoiced to the City under this Agreement. Such records shall be maintained for up to three years
following the City's final acceptance of services under this Agreement and, upon reasonable notice,
shall be made available to the City, its authorized representative, or any federal agency with
applicable jurisdiction for purposes of verifying amounts billed to the City.
The City's audit rights shall be limited to records directly related to the Chandler engagement and
reasonably necessary to verify amounts invoiced under this Agreement, including documentation
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supporting reimbursable expenses and separately invoiced pass-through costs, if any. Because
Contractor's professional services are provided on a fixed-fee basis, Contractor shall not be required
to substantiate the fixed fee based upon actual labor hours, payroll, staffing costs, internal cost
allocations, profit margins, or other Contractor cost information that does not affect the amount
payable by the City under this Agreement. Nothing herein shall limit the City's right to verify
Contractor's performance of the Scope of Services or amounts separately invoiced as reimbursable
expenses or pass-through costs.
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 may terminate this Agreement for convenience upon
thirty (30) days' written notice to Contractor. Upon notice of termination, Contractor shall take
reasonable steps to wind down the services and avoid additional costs. The City shall compensate
Contractor for all services performed through the effective date of termination, reasonable
authorized closeout activities, and all authorized non-cancelable commitments, subscriptions,
media placements, production expenses, or other third-party obligations incurred prior to receipt
of the termination notice.
5.4 Termination for Cause. Either Party may terminate this Agreement for material breach by the
other Party upon written notice describing the breach in reasonable detail, provided that the
breaching Party shall have thirty (30) days from receipt of such notice to cure the breach. If the
breach cannot reasonably be cured within thirty (30) days, the breaching Party shall not be deemed
in default if it commences corrective action within that period and diligently pursues the cure to
completion.
Notwithstanding the foregoing, the City may terminate immediately for fraud, willful misconduct,
unlawful conduct, abandonment of the services, or another material breach that by its nature
cannot reasonably be cured.
Upon termination, Contractor shall be compensated for services properly performed through the
effective date of termination and for authorized, non-cancelable commitments incurred prior to
termination, except to the extent such amounts are directly attributable to Contractor's uncured
material breach.
5.5 Indemnification. Contractor shall defend, indemnify and hold harmless the City and its officers,
officials, agents and employees from and against third-party claims, damages, losses, liabilities and
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reasonable attorneys' fees to the extent arising out of or resulting from the negligent acts or
omissions, willful misconduct, or breach of this Agreement by Contractor or persons for whom
Contractor is legally responsible in the performance of the Services.
Contractor's duty to defend shall apply to third-party claims alleging facts that, if proven, would give
rise to Contractor's indemnification obligations under this Section. Contractor shall have no
obligation under this Section to the extent a claim arises from the acts or omissions of the City or
other parties for whom Contractor is not legally responsible, or from materials, information,
instructions or approvals supplied by the City or participating stakeholders, except to the extent
Contractor knew that reliance thereon would violate its obligations under this Agreement.
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: Jennifer Eddy
Title: Procurement and Supply Senior Manager Title: CEO and Chief Strategist
Address: 175 S. Arizona Ave., 3rd Floor Address: 611 S. Jefferson St., Suite G
Chandler, AZ 85225 Roanoke, VA 24011
Phone: 480-782-2403 Phone: 540-404-8152
Email: christina.pryor@chandleraz.gov Email: j.eddy@eddyalexander.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
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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
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 professional services fees
from the Contractor's payments at an amount reasonably related to any documented, good-faith
claim arising from Contractor's material breach of this Agreement until such claim is resolved.
The City shall provide Contractor written notice describing the basis and amount of the claim and
shall continue to timely pay all undisputed amounts due under the Agreement.
Amounts committed by Contractor to approved media placements, production commitments,
subscriptions, or other noncancelable third-party obligations in performance of the Scope of
Services shall not be withheld or offset against unrelated claims.
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.
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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.
In addition, subject to the notice requirements in this section, Contractor shall not be responsible
for delays outside Contractor’s reasonable control caused by: (i) the City, (ii) participating school
districts, or (iii) vendors that are not hired by or contracted with Contractor.
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.
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
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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
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. 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
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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 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 Intellectual Property. The City shall have a perpetual, worldwide, irrevocable, royalty-free right
to use all final deliverables created specifically for the City under this Agreement. Contractor retains
ownership and copyright of the work it creates, including its underlying methodologies, processes,
tools, and other intellectual property. Contractor may reference and display non-confidential work
created under this Agreement for past performance, business development, portfolio, and
recruiting purposes.
5.28 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
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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.
5.29 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.
5.30 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
5.31 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.
5.32 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.
5.33 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.
5.34 Time is of the Essence. Time is of the essence with respect to material deadlines expressly
identified in this Agreement, subject to Section 5.17 and any dependencies, approvals, information,
materials, or other actions required from the City, participating school districts, or third parties
outside Contractor's reasonable control.
5.35 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.
5.36 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.
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5.37 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.
5.38 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.
5.39 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.
5.40 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
5.41 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.
5.42 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.
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5.43 Reserved.
5.44 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.
5.45 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.
Section 5.45 shall apply only to tangible goods, fixtures, furnishings, or equipment, if any, furnished
by Contractor. Professional services and creative deliverables shall instead be governed by Section
5.11 and the applicable acceptance requirements of this Agreement.
5.46 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.
5.47 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.
5.48 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
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.
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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: _________________________________________ CEO
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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EXHIBIT A
SCOPE OF SERVICES
This Scope of Services represents activities in Year 1 of the campaign. The scope and fees in
subsequent years will be agreed upon between the parties.
Phase 1 — Discovery & Strategy (Weeks 1–10)
Goals: Establish a comprehensive understanding of Chandler’s assets, challenges, and opportunities
while aligning stakeholder perspectives across four school districts, public and private partners, and
the city. The creative process is deliberately structured to highlight both the unifying strengths of
Chandler and the distinctive assets of Chandler Unified School District, Kyrene Elementary School
District, Mesa Public Schools, and Tempe Union High School District.
Key Activities:
 Conduct a regional site visit, stakeholder workshops, and interviews with leadership from each
stakeholder entity.
 Review existing research and benchmark competitor regions on workforce availability, cost of
business, industry trends, and quality of life.
 Perform a regional brand audit of existing campaigns, communications, and narratives.
 Identify differentiators, perception gaps, and positioning opportunities.
Deliverables:
 Stakeholder insights report
Phase 2 — Synthesis (Weeks 4–14)
Goals: Translate insights into a unified regional marketing strategy that informs creative development.
Key Activities:
 Develop a 12-month integrated marketing plan spanning digital, traditional, out-of-home, and
experiential channels.
 Design outreach strategies for primary target audiences: young families and professionals.
Deliverables:
 Integrated marketing strategy document
 Creative brief
 Media and content schedule
Phase 3 — Creation (Weeks 14+ according to final marketing plan)
Goals: Develop a bold, cohesive ad campaign that unifies Chandler’s diverse offerings while projecting
strength and clarity to external audiences.
Key Activities:
 Create advertising assets.
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 Build flexible design elements (palette, typography, iconography, and photography style).
 Conduct iterative feedback sessions with stakeholders to ensure alignment.
 Capture high-quality video, b-roll, and photography for ongoing storytelling.
Deliverables
 Create advertising assets.
 Build flexible design elements (palette, typography, iconography, and photography style).
 Conduct iterative feedback sessions with stakeholders to ensure alignment.
 Capture high-quality video, b-roll, and photography for ongoing storytelling.
Phase 4 — Implementation (Weeks 20+)
Goals: Publish Chandler’s Young Professionals and Families Campaign across diverse platforms in
alignment with the marketing strategy and content schedule.
Key Activities:
 Launch the Chandler campaign landing page.
 Publish campaign advertisements according to the media and content schedule.
 Monitor and optimize campaign according to lessons learned.
Phase 5 — Measurement & Optimization (Weeks 24+)
Key Activities:
 Message and advertising distribution.
 KPI-based campaign reporting for reach, engagement, website performance, audience engagement,
and earned media (as relevant) post-launch.
 Incorporate predictive analytics where data access supports.
Deliverables:
 Quarterly performance reports.
 Effectiveness report with roadmap for ongoing success at contract close.
 Prepare Year 2 Scope of Work and Fee Schedule proposal
Governance, Communication & Collaboration
 Project Portal: Asana + Egnyte for centralized task management, file sharing, and budget tracking.
 Standing Meetings:
• Weekly internal status calls (tasks, blockers, and deliverables)
• Monthly client-facing project status reviews
• Quarterly performance and resource reviews
 Approvals Workflow: Routed through city representatives as required
 Rapid Response: Agile campaign adjustments and issues management support available on
demand (10 hours included, supplemental fees may apply for larger scope)
 Vendor Management: Media contract negotiation, invoice reconciliation, pacing and value-add
 tracking
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The City is responsible for the accuracy, completeness, legality, and necessary rights or permissions
associated with content, data, trademarks, imagery, claims, statistics, and other materials supplied or
specifically directed by the City. Contractor may reasonably rely upon City approvals and representations
in performing the Services.
Contractor may also reasonably rely upon content, data, trademarks, imagery, claims, statistics,
permissions, and other materials supplied or approved by participating school districts or other third
parties in connection with the Services and shall not be responsible for independently verifying the
accuracy, completeness, legality, ownership, or necessary rights or permissions associated with such
materials, except to the extent such verification is expressly included within Contractor's Scope of Services
or Contractor has actual knowledge that such information or materials are inaccurate, unlawful, or
unauthorized.
Contractor does not guarantee specific campaign outcomes, media performance, enrollment, population
growth, economic outcomes, audience behavior, or other results dependent upon market conditions or
third-party actions. Contractor will perform the Services in accordance with the professional standard of
care established by this Agreement.
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EXHIBIT B
COMPENSATION AND FEES
Year 1 Fixed Fee. The total compensation for the Year 1 Scope of Services is a fixed fee of $190,000. The
fixed fee is inclusive of the services and campaign activities described in the Scope of Services, including
strategy, research, campaign management and reporting, creative development and production, paid
media and media optimization, and partner activation and community engagement.
The allocations among service categories reflected in Contractor's proposal represent anticipated budget
allocations for planning purposes and are not separate reimbursable cost accounts or guaranteed
expenditures within any individual category. Contractor may reasonably allocate and reallocate resources
among the service categories as necessary to perform the Scope of Services, based upon the approved
strategy, creative approach, production requirements, media plan, campaign performance, market
conditions, and other project needs, without adjustment to the fixed fee.
Payment Schedule. Contractor shall invoice the Year 1 fixed fee in three equal quarterly installments of
$63,333.33, invoiced in advance as follows:
Payment Amount
Upon contract execution / commencement $63,333.33
Beginning of second quarter of performance $63,333.33
Beginning of third quarter of performance $63,333.33
Total Year 1 Fixed Fee $190,000
The City shall pay each invoice within thirty (30) days of receipt.
Media, Production and Third-Party Commitments. The fixed fee includes the campaign activities
contemplated by the Scope of Services, including paid advertising and associated advertising creative,
production and optimization. Contractor shall determine the appropriate allocation of campaign resources
among creative development, production, media placement and optimization based upon the approved
strategy and media plan.
Contractor shall not be required to advance its own funds to execute media placements, production
authorizations, subscriptions, or other non-cancelable third-party commitments. To the extent sufficient
amounts previously paid under the fixed-fee payment schedule are not then available to fund an approved
third-party commitment, Contractor may invoice the amount necessary to fund such commitment in
advance, with such amount credited against the next fixed-fee installment(s) otherwise due under this
Exhibit and not treated as additional compensation to Contractor, unless the City separately authorizes
services or costs outside the Scope of Services.
Contractor shall not be required to execute a media placement, insertion order, production authorization,
or other non-cancelable third-party commitment until sufficient funds have been received. Campaign
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schedules may be reasonably adjusted if required funding is not received in time to meet applicable vendor
deadlines.
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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: Contractor shall require subcontractors performing material
professional services under this Agreement to maintain insurance reasonably appropriate
to the nature and scope of their services. Contractor shall remain responsible to the City for
the performance of its subcontractors. The City's specific insurance requirements applicable
to Contractor shall not automatically apply to every subcontractor unless reasonably
required by the nature of the subcontracted services.
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
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occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
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. Technology Errors and Omissions Liability including Network Security and Privacy Liability
Minimum Limits:
Per Loss $ 2,000,000
Aggregate $ 2,000,000
The policy shall cover professional misconduct or lack of ordinary skill for those positions
defined in the Scope of Services of this contract.
In the event that the professional liability insurance required by this Contract is written on a
claims-made basis, Contractor warrants that any retroactive date under the policy shall
precede the effective date of this Contract; and that either continuous coverage will be
maintained or an extended discovery period will be exercised for a period of two years
beginning at the time work under this Contract is completed.
If such insurance is maintained on an occurrence form basis, Contractor shall maintain such
insurance for an additional period of one year following termination of Contract. If such
insurance is maintained on a claims-made basis, Contractor shall maintain such insurance
for an additional period of three years following termination of the Contract.
If Contractor contends that any of the insurance it maintains pursuant to other sections of
this clause satisfies this requirement (or otherwise insures the risks described in this section),
then Contractor shall provide proof of same.
The insurance shall provide coverage for the following risks
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a. Liability arising from theft, dissemination and / or use of confidential information (a
defined term including but not limited to bank account, credit card account, personal
information such as name, address, social security numbers, etc. information) stored or
transmitted in electronic form
b. Network Security Liability arising from the unauthorized access to, use of or tampering
with computer systems including hacker attacks, inability of an authorized third party, to
gain access to your services including denial of service, unless caused by a mechanical or
electrical failure
c. Liability arising from the introduction of a computer virus into, or otherwise causing
damage to, a customer’s or third person’s computer, computer system, network or
similar computer related property and the data, software, and programs thereon.
Additional Requirements:
a. To the extent available and standard for the industry, the policy shall provide a waiver of
subrogation.
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
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
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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:
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
COMPLIANCE WITH WCAG VERSION 2.1 LEVEL AA
Contractor represents and warrants that the deliverables provided hereunder are in compliance with the
Web Content Accessibility Guidelines (WCAG) Version 2.1, Level AA.
Should subsequent scopes of services include Contractor provided websites or web services, the parties
agree to amend the Agreement to include additional accessibility requirements, as agreed upon between
the parties.
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