Linking Agreement with MGT of America Consulting LLC

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MGT OF AMERICA CONSULTING, LLC

This Linking Agreement (“Agreement”) is entered into as of this day of , 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and MGT of America Consulting, LLC, a
Florida Limited Liability Company, authorized to do business in Arizona (“Contractor”), collectively, the
“Parties.”

RECITALS

A. On September 5, 2023, the City of Scottsdale entered into a contract with Contractor to purchase
the goods and services described in the City of Scottsdale City Services Contract (“Cooperative
Agreement”), which is attached as Exhibit A. Paragraph 4.20 of the Cooperative Agreement allows
its cooperative use by other governmental agencies, including municipalities such as the City.

B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.

C. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.

D. The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Scope of Work appended to this Agreement as Exhibit B.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals, which are incorporated by reference, and the
covenants and promises contained in this Linking Agreement, the parties agree as follows:

1. Term of Agreement.

A. As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was September 5, 2023, until the date the contract terminates
on September 4, 2028, unless the term is extended by mutual agreement of the parties to
the Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond September 4, 2028. The initial period of this Agreement is the period from the
Effective Date of this Agreement until September 4, 2024.

B. The City may extend the term of this Agreement for one (1) years if the Cooperative

Agreement is likewise extended and the City gives the Contractor notice that it is exercising
its option to extend this Agreement 30 days prior to the anniversary of the Effective Date.

10/05/2023

6.

Glendale extensions ate not automatic and shall only occur if the City affirmatively exercises
its right to extend this Agreement.

Scope of Work; Terms, Conditions, and Specifications.

A. Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached as Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed eighty five thousand dollars ($85,000) for the entire term of the Agreement
(initial term plus any extensions).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
A.R.S. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:

the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c. 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.
2

10/05/2023

10. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with
a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an officer of Contractor with oversight responsibility.

11. Notices.

Any notices that must be provided under this Agreement shall be sent to the Parties’

respective authorized representatives at the address listed below:

City of Glendale

c/o Shoalynn Gilliland
5850 W. Glendale Ave.
Glendale, AZ 85301

and

MGT of America Consulting, LLC

c/o Patrick J. Dyer
PDyer@megtconsultin.com

4320 W. Kennedy Blvd., Ste. 200
Tampa, FL 33609

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set

forth above.
“City”

City of Glendale, an Arizona
municipal corporation

By:
Kevin R. Phelps
City Manager
ATTEST:

Julie K. Bower
City Clerk

(SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

“Contractor”

MGT of America Consulting, LLC,
a Florida Limi jabjlity Company

By:
Name: Patfick J. Byer <

Title: Vice President

10/05/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MGT OF AMERICA CONSULTING, LLC

EXHIBIT A
CITY OF SCOTTSDALE, CITY SERVICES CONTRACT, CONTRACT NUMBER 1773RFP24
(18 PAGES)

11/16/23, 3:20 PM Public Contracts

1773RFP24 - PLANNING & (ota
DEVELOPMENT USER FEE STUDY

City of Scottsdale, AZ Back to list (/portal/)

Cori Bie

Q Contract Details

Project: City of Scottsdale, AZ Terms:

Status: ACTIVE #1 Sep 5, 2023 Sep 4, 2024

Vendor: MGT of America Consulting, LLC
Extendable: v

Description:

The City of Scottsdale (COS) Planning and Development Services Department is accepting proposals from
qualified firms to provide a Comprehensive User Fee Study and Full-Cost Allocation Study. The overall goal
of this project is to ensure that the COS is properly reimbursed for all overhead costs and accounting for the
full cost of services provided by the Planning and Development Services Department.

Start Date (first contract term begin date):
05 Sep 2023

End Date (next contract term date):
04 Sep 2024

Value (estimated fiscal year spend):
$78,910.00

Contract Title Field (no Bonfire Project):
PLANNING AND DEVELOPMENT USER FEE STUDY

Project # (when applicable):
RFP-122022-047

urchasing Agent:
athleen Shipman

https://scottsdaleaz.bonfirehub.com/publicContracts/155831#!/ 1/2

11/16/23, 3:20 PM Public Contracts
Contract Ultimate Expiration Date:
05 Sep 2028

Award Type:
Administrative

Cooperative Contract:
Yes

Opportunity: PLANNING & DEVELOPMENT USER FEE STUDY View Opportunity (/opportunities/82422)

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CITY OF SCOTTSDALE
CITY SERVICES CONTRACT

THIS CONTRACT entered into this 31st day of August, 2023_, by and between the City of
Scottsdale, an Arizona Municipal Corporation, the “City’, and MGT of America
Consulting, LLC, the “Contractor” WITNESSETH

The City of Scottsdale (COS), Planning and Development Services Department desires to
contract for a Comprehensive User Fee Study and Full-Cost Allocation Study. The overall goal
of this project is to ensure that the COS is properly reimbursed for all overhead costs and
accounting for the full cost of services provided by the Planning and Development Services
Department.

The Contractor is duly qualified to perform the requested non-professional services.
In consideration of the mutual promises and obligations, the parties agree as follows:
1.0 DESCRIPTION, ACCEPTANCE, DOCUMENTATION

Contractor will act under the authority and approval of the Contract Administrator for the
City, named below, to provide the services required by this Contract.

sl vel SERVICE DESCRIPTION

Analyze and make recommendations for rates and fees for COS Planning and
Development Services to recover full costs associated with providing services offered for
the current and five subsequent fiscal years. This analysis is intended to give a better
understanding of the department’s cost of service and help drive future decisions
regarding rates and fees.

Study should consist of all user fees identified in the COS Planning and Development
Services FY2023 Rates & Fees Schedule, as well as any new fees recommended to be
implemented going forward. Evaluation should include potential consolidation or removal
of fees where it is deemed appropriate, proposing new fees, determining the current and
suitable rate of recovery for all fees, and establishing appropriate principles and
philosophies for fee methodology.

Develop a Microsoft Excel based model that can be used to analyze the effect of
changes in operating, maintenance, and capital plans under various conditions or “what-
if’ scenarios that may occur over the defined time period. Excel model should include the
ability to add, revise, or remove direct and indirect costs as desired.

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1.2

2.0

2.1.

2.2

2.3

2.3.1

The entire Request for Proposal No. 122022-047 identified as Planning and
Development User Fee Study is incorporated herein by this reference as fully as if
written out below. Contractor’s proposal submitted in response to Request for Proposal
Number 122022-047 and dated May 4, 2023 is incorporated herein by this reference as
fully as if written out below. If any provision incorporated by reference from the Request
for Proposal conflicts with any provision of the Contractor’s proposal, the provision of the
Request for Proposal will control. If any provision of the Contractor's proposal, including
but not limited to any limitation of liability or disclaimer of warranty language, conflicts or
is in any way inconsistent with any provision of this Contract, this Contract will control.

ACCEPTANCE AND DOCUMENTATION

A. Each task will be reviewed and approved by the Contract Administrator to
determine acceptable completion.

B. The City will provide all necessary information to the Contractor for timely
completion of the tasks specified in Section 1.1 above.

Cc. All documents, including but not limited to, data compilations, studies, and

reports which are prepared in the performance of this Contract are to be and will
remain the property of the City and must be delivered to the Contract
Administrator before final payment is made to the Contractor.

BILLING RECORDS, AUDIT, FEES

BILLING RECORDS, AUDIT

The time spent for each task must be recorded and submitted to the Contract
Administrator. Contractor must maintain all books, papers, documents, accounting
records and other evidence pertaining to time billed and to costs incurred and make
these materials available for audit by the City in accordance with Section 4.7 of this
Contract.

FEE SCHEDULE

Contractor will be paid according to the Pricing Proposal forms submitted in the
Contractor's proposal dated July 6, 2023, attached as “Exhibit A” for reference.

PAYMENT APPROVAL

All charges must be approved by the Contract Administrator before payment.
PAYMENT TERMS

The City of Scottsdale’s payment terms are payment within thirty (30) days after
approval by Contract Administrator. In no event will payment be made prior to receipt of
an original invoice containing invoice and proper reference numbers. The City is not
liable for delays in payment caused by failure of the vendor or contractor to send invoice
to the address specified below:

City of Scottsdale

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Accounts Payable
7447 E. Indian School Road, Ste 210
Scottsdale, Arizona 85251-4468
2.4 PRICE ADJUSTMENT

2.4.1 PRICE ESCALATION

Price increases may only be requested by the Contractor, thirty (30) days prior to the
anniversary date of the Agreement. Failure to do so may result in the denial of any
increase requested.

A requested price increase will become effective only after approval by the Contract
Administrator and the Purchasing Director. Once approved the price increase will be
adjusted into a new base price for the remainder of the contract period. Any future
requested price increases to the base price will only be reviewed at annual renewal time
and require the approval of the Contract Administrator and Purchasing Director.

The proposed increased rate shall be based upon presentation by the Contractor and
review by the Contract Administrator; however, the Contract Administrator shall evaluate
the Contractor's performance, services and records documentation to determine the
appropriateness of the increase requested.

The percentage increase in the unit pricing may not exceed the percent in the U.S. City
Average “Consumer Price Index” (C.P.I.) All Items, 1982-84=100 for All Urban
Consumers for the Percentage Change from the previous twelve (12) months, as
published by the U. S. Department of Labor Bureau of Labor Statistics.

2.4.2 UNPREDICTABLE MARKET CHANGE

In the event of an unpredictable change in the market, which affects the then current
Contract price, Contractor may submit justification for a price adjustment. Contract
Administrator and Purchasing Director shall review justification and determine applicable
price adjustment. Upon return to normal market conditions, the price will be adjusted to
the price established by the original Contract terms.

The Purchasing Director shall be the final authority on any price adjustment due to
unpredictable market change.

3.0 TERM, EXTENSION, TERMINATION
3.1 © TERM AND EXTENSION

The term of this Contract shall be for a one (1) year period from the effective date of the
contract award.

The City and Contractor may mutually agree to extend this Contract for four (4)
additional one (1) year periods, upon the recommendation of the Contract Administrator,
concurrence of the Purchasing Director and/or City Council, depending on the Contract.

3.2 TERMINATION

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Termination for Convenience: City reserves the right to terminate this contract or any
part of this contract for its sole convenience with 30 days’ written notice. In the event of
any termination, Contractor must immediately stop all work, and must immediately cause
any of its suppliers and Subcontractors to cease all work. As compensation in full for
services performed to the date of any termination, the Contractor will receive a fee for
the percentage of services actually completed. This fee will be in the amount to be
mutually agreed upon by the Contractor and the City, based on the agreed Scope of
Work. If there is no mutual agreement, the Contract Administrator will determine the
percentage of completion of each task detailed in the Scope of Work and the
Contractor’s compensation will be based upon this determination. The City will make
this final payment within 60 days after the Contractor has delivered the last of the
partially completed items. Contractor will not be paid for any work done after receipt of
the notice of termination, nor for any costs incurred by Contractor’s suppliers or
Subcontractors, which Contractor could reasonably have avoided.

Cancellation for Cause: City may also cancel this contract or any part of this contract
with 7 days’ notice for cause in the event of any default by the Contractor, or if the
Contractor fails to comply with any of the terms and conditions of this contract.
Unsatisfactory performance as judged by the Contract Administrator or failure to provide
City, upon request, with adequate assurances of future performance are all causes
allowing City to cancel this contract for cause. In the event of cancellation for cause,
City will not be liable to Contractor for any amount, and Contractor will be liable to City
for any and all damages sustained by reason of the default which gave rise to the
cancellation.

Cancellation for Cause — Cont'd

In the event Contractor is in violation of any Federal, State, County or City law,
regulation or ordinance, the City may terminate this contract immediately upon giving
notice to the Contractor.

If the City improperly cancels the Contract for cause; the cancellation for cause will be
converted to a termination for convenience in accordance with the provisions of this
Section.3.2.

3.3 FUNDS APPROPRIATION
If the City Council does not appropriate funds to continue this Contract and pay for
charges under this contract, the City may terminate this Contract at the end of the
current fiscal period. The City agrees to give written notice of termination to the
Contractor at least 30 days prior to the end of its current fiscal period and will pay to the
Contractor all approved charges incurred through the end of this period.

4.0 GENERAL TERMS
Please refer to attached “Exhibit B” for reference.

4.1 ENTIRE AGREEMENT

This Contract constitutes the entire understanding of the parties and supersedes all
previous representations, written or oral, with respect to the services specified. This

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4.2

4.3

44

4.5

4.6

47

Contract may not be modified or amended except by a written document, signed by
authorized representatives of each party.

ARIZONA LAW
This Contract is governed and interpreted according to the laws of the State of Arizona.

MODIFICATIONS

Any amendment, modification or variation from the terms of this Contract must be in
writing and will be effective only after approval of all parties signing the original Contract.

ASSIGNMENT

Services covered by this Contract may not be assigned or sublet in whole or in part
without first obtaining the written consent of the Purchasing Director and Contract
Administrator.

SUCCESSORS AND ASSIGNS

This Contract extends to and is binding upon Contractor, its successors and assigns,
including any individual, company, partnership or other entity with or into which
Contractor merges, consolidates or is liquidated, or any person, corporation, partnership
or other entity to which Contractor sells its assets.

CONTRACT ADMINISTRATOR

The Contract Administrator for the City is Stacy Westerholm, or designee. The Contract
Administrator will oversee the execution of this Contract, assist the Contractor in
accessing the organization, audit billings, approve payments, establish delivery
schedules, approve addenda, and assure Certificates of Insurance are in City’s
possession and are current and conform to the contract requirements. The Contractor
will channel reports and special requests through the Contract Administrator.

RECORDS AND AUDIT RIGHTS

Contractor’s records (hard copy, as well as computer readable data), and any other
supporting evidence considered necessary by the City to substantiate charges and
claims related to this contract are open to inspection and subject to audit and/or
reproduction by City’s authorized representative to the extent necessary to adequately
permit evaluation and verification of the cost of the work, and any invoices, change
orders, payments or claims submitted by the Contractor or any of his payees in
accordance with the terms of the contract. The City’s authorized representative must be
given access, at reasonable times and places, to all of the

Contractor’s records and personnel in accordance with the provisions of this article
throughout the term of this contract and for a period of 3 years after last or final payment.

Contractor must require all Subcontractors, insurance agents, and material suppliers
(payees) to comply with the provisions of this Section by insertion of these contract
requirements in a written contract agreement between Contractor and payee. These
requirements will also apply to any and all Subcontractors.

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If an audit in accordance with this Section, discloses overcharges, of any nature, by the
Contractor to the City in excess of 1% of the total contract billings, the actual cost of the
City’s audit will be reimbursed to the City by the Contractor. Any adjustments and/or
payments which must be made as a result of any audit or inspection of the Contractor's
invoices and/or records will be made within a reasonable amount of time (not to exceed
90 days) from presentation of City’s findings to Contractor.

4.8 ATTORNEY’S FEES

In the event either party brings any action for any relief, declaratory or otherwise, arising
out of this Contract, or on account of any breach or default, the prevailing party will be
entitled to receive from the other party reasonable attorneys’ fees and reasonable costs
and expenses, determined by the court sitting without a jury, which will be considered to
have accrued on the commencement of the action and will be enforceable whether or
not the action is prosecuted to judgment.

4.9 INELIGIBLE BIDDER

The preparer of specifications is not eligible to submit a bid or proposal on the
solicitation for which they prepared the specification, nor is the preparer eligible to supply
any product to a bidder or offeror on the solicitation for which they prepared the
specification.

4.10 INDEPENDENT CONTRACTOR

The services Contractor provides under the terms of this Contract to the City are that of
an Independent Contractor, not an employee, or agent of the City. The City may report
the value paid for these services each year to the Internal Revenue Service (I.R.S.)
using Form 1099.

City will not withhold income tax as a deduction from contractual payments unless
required under federal or state law. As a result of this, Contractor may be subject to
I.R.S. provisions for payment of estimated income tax. Contractor is responsible for
consulting the local |.R.S. office for current information on estimated tax requirements.

4.11 CONFLICT OF INTEREST

The City may cancel any contract or agreement, without penalty or obligation, if any
person significantly involved in initiating, negotiating, securing, drafting or creating the
contract on behalf of the City’s departments or agencies is, at any time while the contract
or any extension of the contract is in effect, an employee of any other party to the
contract in any capacity or a Contractor to any other party to the contract with respect to
the subject matter of the contract. The cancellation will be effective when written notice
from the City is received by all other parties to the contract, unless the notice specifies a
later time (A.R.S. $38-511).

4.12 NOTICES

All notices or demands required to be given in accordance with the terms of this Contract
must be given to the other party in writing, delivered by hand or registered or certified

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4.13

4.14

4.15

4.16

4.17

4.18

mail, at the addresses stated below, or to any other address the parties may substitute
by written notice given in the manner prescribed in this paragraph.

In the case of Contractor:

In the case of City:

Notices will be considered received on date delivered, if delivered by hand, and on the
delivery date indicated on receipt if delivered by certified or registered mail.

FORCE MAJEURE

Neither party will be responsible for delays or failures in performance resulting from acts
beyond their control. These acts include, but are not limited to, acts of God, riots, acts of
war, epidemics, governmental regulations imposed after the fact, fire, communication
line failures, or power failures.

TAXES

Contractor will be solely responsible for any and all tax obligations which may result from
the Contractors performance of this contract. The City will have no obligation to pay any
amounts for taxes, of any type, incurred by the Contractor.

ADVERTISING

No advertising or publicity concerning the City using the Contractor's services
shall be undertaken without prior written approval of such advertising or publicity
by the City of Scottsdale Contract Administrator and by the City Attorney.

COUNTERPARTS

This contract may be executed in one or more counterparts, and each originally
executed duplicate counterpart of this Contract will be considered to possess the full
force and effect of the original.

CAPTIONS

The captions used in this Contract are solely for the convenience of the parties, do not
constitute a part of this Contract and are not to be used to construe or interpret this
Contract.

SUBCONTRACTORS

During the performance of the Contract, the Contractor may engage any additional

Subcontractors as may be required for the timely completion of this Contract. The
approval of the City must be obtained before the addition of any Subcontractors.

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In the event of subcontracting, the sole responsibility for fulfillment of all terms and
conditions of this Contract rests with the Contractor.

4.19 CHANGES IN THE WORK

The City may at any time, as the need arises, order changes within the scope of the
work without invalidating the contract. If any changes increase or decrease the amount
due under the contract documents, or in the time required for performance of the work,
an equitable adjustment will be authorized by written Change Order.

The City will execute a formal Change Order based on detailed written quotations from
the Contractor for work related changes and/or a time of completion variance. All
Change Orders are subject to approval by the City.

Contract Change Orders are subject to the Rules and Procedures within the City’s
Procurement Code.

4.20 CO-OP USE OF CONTRACT

In addition to the City of Scottsdale, this Contract may be extended for use by other
municipalities, government agencies and governing bodies, including the Arizona Board
of Regents, and political subdivisions of the State. Any usage by other entities must be
in accord with the ordinances, charter and/or rules and regulations of the respective
entity and the approval of the Contractor.

4.21 COMPLIANCE WITH FEDERAL AND STATE LAWS

The Contractor understands and acknowledges the applicability of the Americans with
Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free
Workplace Act of 1989 to it.

4.22 IMMIGRATION LAW COMPLIANCE

Under the provisions of A.R.S. 841-4401, the Contractor warrants to the City that the
Contractor and all its subcontractors will comply with all Federal Immigration laws and
regulations that relate to their employees and that the Contractor and all its
subcontractors now comply with the E-Verify Program under A.R.S. §23-214(A).

A breach of this warranty by the Contractor or any of its subcontractors will be
considered a material breach of this Contract and may subject the Contractor or
Subcontractor to penalties up to and including termination of this Contract or any
subcontract. The Contractor will take appropriate steps to assure that all subcontractors
comply with the requirements of the E-Verify Program. The Contractor's failure to
assure compliance by all its’ subcontractors with the E-Verify Program may be
considered a material breach of this Contract by the City.

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4.0 GENERAL TERMS — CONT’D
4.22 IMMIGRATION LAW COMPLIANCE —- CONT’D

The City retains the legal right to inspect the papers of any employee of the Contractor
or any subcontractor who works on this Contract to ensure that the Contractor or any
subcontractor is complying with the warranty given above.

The City may conduct random verification of the employment records of the Contractor
and any of its subcontractors to ensure compliance with this warranty. The Contractor
agrees to indemnify, defend and hold the City harmless for, from and against all losses
and liabilities arising from any and all violations of these statutes.

4.23, LAWFUL PRESENCE IN THE UNITED STATES FOR PERSONS

Arizona State law A.R.S. §1-502 (H.B. 2008) requires that all PERSONS who will be
awarded a contract and apply for public benefit must demonstrate through a signed
affidavit and the presentation of a copy of documentation that they are lawfully present in
the United States.

PERSONS is defined as all-NATURAL PERSONS / INDIVIDUALS / SOLE
PROPRIETORSHIPS as indicated by your W9 Filing. (This law does not apply to LLP’s,
LLC’s, PLLC’s, Corporations Limited Partnerships or General Partnerships)

By submitting your quote, bid, proposal and/or indicating your desire to enter in a
contract with the City you are agreeing that if you are selected as the awardee and meet
the criteria as a PERSON you will abide by this law and sign and submit an AFFIDAVIT
DEMONSTRATING LAWFUL PRESENCE IN THE UNITED STATES and attach the
appropriate copy of your documentation in proof of that statement. Types of acceptable
documentation copies are an Arizona Driver’s License issued after 1996, Arizona
nonoperating identification license, U.S. birth certificate, U.S. Passport, |-94 Form with
photograph and several others that are all listed on the Affidavit form that the City will
send to you for your completion before issuing any contract.

If you have previously done business with the City and already have filed the above
Affidavit with copies of an acceptable documentation, please indicate date of submittal.
If your acceptable Affidavit is already on file with the City, that filing satisfies this
requirement.

If you fail to complete and provide a completed Affidavit and accompanying acceptable
copy of your documentation, or not advise us of your prior filing within 10 calendar days
of being requested by then you may be considered non-responsive and disqualified from
that award consideration. You can obtain the complete Affidavit form from the
Purchasing Department at (480) 312-5700 or the Purchasing web site at
http://www.scottsdaleaz.gov/Purchasing on the lower right side of the page under Forms.

4.24 ISRAEL BOYCOTT PROHIBITION

By executing this contract, [Contractor] certifies that it is not currently engaged in and will
not for the duration of this contract engage in boycott activity proscribed by A.R.S. § 35-
393 et seq.

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4.0 GENERAL TERMS — CONT’D
4.25 FORCED LABOR OF ETHNIC UYGHURS

Contractor warrants and certifies that it does not currently, and agrees for the duration of
the contract that it will not, use:

1) The forced labor of ethnic Uyghurs in the People's Republic of China.

2) Any goods or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China.

3) Any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.

If Contractor becomes aware during the term of the Agreement that the Contractor is not
in compliance with this paragraph, the Contractor shall notify the City within five
business days after becoming aware of the noncompliance. Failure of Contractor to
provide a written certification that the Contractor has remedied the noncompliance within
one hundred eighty (180) days after notifying the public entity of its noncompliance, this
Agreement shall terminate unless the Term of this Agreement shall end prior to said one
hundred eighty (180) day period.

4.26 NO PREFERENTIAL TREATMENT OR DISCRIMINATION

In accordance with the provisions of Article Il, Section 36 of the Arizona Constitution, the
City will not grant preferential treatment to or discriminate against any individual or group
on the basis of race, sex, color, ethnicity or national origin.

4.27. INDEMNIFICATION

To the fullest extent permitted by law, Contractor, its successors, assigns and
guarantors, must defend, indemnify and hold harmless City of Scottsdale, its agents,
representatives, officers, directors, officials and employees from and against all
allegations, demands, proceedings, suits, actions, claims, damages, losses, expenses,
including but not limited to, attorney fees, court costs, and the cost of appellate
proceedings, and all claim adjusting and handling expense, related to, arising from or out
of, or resulting from any act or omission, negligence, recklessness, or intentional
wrongful conduct by Contractor in the performance of this Contract, including but not
limited to, any Subcontractor or anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable and any injury or damages claimed by
any of Contractor’s and Subcontractor’s employees.

Insurance provisions in this Contract are separate and independent from the indemnity
provisions of this section and shall not be construed in any way to limit the scope and
magnitude of the indemnity provisions. The indemnity provisions of this section shall not
be construed in any way to limit the scope and magnitude and applicability of the
insurance provisions.

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4.28 BACKGROUND CHECK

The CONTRACTOR acknowledges that the City may require a background and/or
criminal records check of CONTRACTOR, which may include fingerprinting. If, in the
City’s sole discretion, the City determines that the CONTRACTOR refused to participate
in a background and/or criminal records check or the City no longer wishes to contract
with the CONTRACTOR due to the results of a background and/or criminal records
check, the CITY may terminate this agreement effective immediately upon the CITY’S
notice to the CONTRACTOR.

5.0 INSURANCE
A current standard Acord Certificate is acceptable.

Failure to provide an appropriate Certificate of Insurance will result in rejection of your
certificate and delay in Contract execution.

Additionally, Certificates of Insurance submitted without referencing an REP and
Contract number may be subject to rejection and returned or discarded.

5A. Insurance Representations and Requirements

5.1.1 General: Contractor agrees to comply with all applicable City ordinances and state and
federal laws and regulations.

Without limiting any obligations or liabilities of Contractor, Contractor must purchase and
maintain, at its own expense, this Contract’s stipulated minimum insurance with
insurance companies properly licensed by the State of Arizona (admitted insurer) with an
AM Best, Inc. rating of B ++ 6 or above or an equivalent qualified unlicensed insurer by
the State of Arizona (non-admitted insurer) with policies and forms satisfactory to City of
Scottsdale. Failure to maintain insurance as specified may result in termination of this
Contract at City of Scottsdale’s option.

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5.0 INSURANCE — CONT’D

5.1.2 No Representation of Coverage Adequacy: By requiring the insurance stated in this
Contract, the City of Scottsdale does not represent that coverage and limits will be
adequate to protect Contractor. City of Scottsdale reserves the right to review any and
all of the insurance policies and/or endorsements required by in this Contract but has no
obligation to do so. Failure to demand any evidence of full compliance with the
insurance requirements stated in this Contract or failure to identify any insurance
deficiency does not relieve Contractor from, nor may it be construed or considered a
waiver of Contractor’s obligation to maintain the required insurance at all times during
the performance of this Contract.

5.1.3 Coverage Term: All insurance required by this Contract must be maintained in full force
and effect until all work or services required to be performed under the terms of this
contract are satisfactorily performed, completed and formally accepted by the City of
Scottsdale, unless specified otherwise in this Contract.

5.1.4 Claims Made: In the event any insurance policies required by this Contract are written
on a “claims made” basis, coverage shall continue uninterrupted throughout the term of
this Contract by keeping coverage in force using the effective date of this Contract as the
retroactive date on all “claims made” policies. The retroactive date for exclusion of
claims must be on or before the effective date of this Contract and can never be after the
effective date of this Contract. Upon completion or termination of this Contract, the
“claims made” coverage shall be extended for an additional three (3) years using the
original retroactive date, either through purchasing an extended reporting option; or by
continued renewal of the original insurance policies. Submission of annual Certificates
of Insurance, citing the applicable coverages and provisions specified herein, shall
continue for three (3) years past the completion or termination of this Contract.

5.1.5 Policy Deductibles and or Self-Insured Retentions: The policies stated in these
requirements may provide coverage which contain deductibles or self-insured retention
amounts. Any deductibles or self-insured retention are not applicable to the policy limits
provided to City of Scottsdale. Contractor is solely responsible for any deductible or self-
insured retention amount. City of Scottsdale, at its option, may require Contractor to
secure payment of any deductible or self-insured retention by a surety bond or
irrevocable and unconditional Letter of Credit.

5.1.6 Use of Subcontractors: If any work under this agreement is subcontracted in any way,
Contractor must execute a written agreement with Subcontractor containing the same
Indemnification Clause and Insurance Requirements stated in this Contract protecting
City of Scottsdale and Contractor. Contractor will be responsible for executing the
agreement with Subcontractor and obtaining Certificates of Insurance verifying the
insurance requirements.

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5.1.7 Evidence of Insurance and Required Endorsements: Before beginning any work or
services under this Contract, Contractor must furnish City of Scottsdale with
Certificate(s) of Insurance, or formal endorsements as required by this Contract, issued
by Contractor's insurer(s) as evidence that policies are placed with acceptable insurers
as specified in this Contract and provide the required coverage, conditions, and limits of
coverage and that any coverage and provisions are in full force and effect. If a
Certificate of Insurance is submitted as verification of coverage, City of Scottsdale will
reasonably rely upon the Certificate of Insurance as evidence of coverage, but any
acceptance and reliance will not waive or alter in any way the insurance requirements or
obligations of this agreement. If any of the above cited policies expire during the
life of this Contract, it will be Contractor's responsibility to forward renewal Certificates
within 10 days after the renewal date containing all the aforementioned insurance
provisions. Certificates will specifically cite the following provisions endorsed to the
Contractor's policy:

1. City of Scottsdale, its agents, representatives, officers, directors, officials and
employees must be named an Additional Insured under the following policies:

a) Commercial General Liability
b) Auto Liability
c) Excess Liability - Follow Form to underlying insurance as required.

2. Contractor's insurance must be primary insurance as respects performance of
subject contract.

3. All policies, except Professional Liability insurance, if applicable, waive rights of
recovery (Subrogation) against City of Scottsdale, its agents, representatives,
officers, directors, officials and employees for any claims arising out of work or
services performed by Contractor under this Contract.

4. — If the Contractor receives notice that any of the required policies of insurance are
materially reduced or cancelled, it will be Contractor’s responsibility to provide
prompt notice of same to the City, unless such coverage is immediately replaced
with similar policies.

5.2 Required Coverage

5.2.1 Commercial General Liability: Contractor must maintain “occurrence” form Commercial
General Liability insurance with a limit of not less than $1,000,000 for each occurrence,
$2,000,000 Products and Completed Operations Annual Aggregate, and a $2,000,000
General Aggregate Limit. The policy must cover liability arising from premises,
operations, independent contractors, products-completed operations, 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 then underlying.

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5.0
5.2.2

5.2.3

6.0

6.1

6.2

7.0

8.0

INSURANCE — CONT’D

Vehicle Liability: If any vehicle is used in the performance of the Scope of Work that is
the subject of this Contract, the Contractor must maintain Business Automobile Liability
insurance with a limit of $1,000,000 each occurrence on Contractor's owned, hired, and
non-owned vehicles assigned to or used in the performance of the Contractor’s work or
services under this Contract. 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 then underlying. If any hazardous material, as defined by
any local, state or federal authority, is the subject, or transported, in the performance of
this contract, an MCS 90 endorsement is required providing $5,000,000 per occurrence
limits of liability for bodily injury and property damage.

Workers Compensation Insurance: Contractor must maintain Workers Compensation
insurance to cover obligations imposed by federal and state statutes applicable to
Contractor's employees engaged in the performance of work or services under this
Contract and must also maintain Employers’ Liability Insurance of not less than
$100,000 for each accident, $100,000 disease for each employee and $500,000 disease
policy limit. If the Contractor is a sole proprietor or a single member limited liability
company with no employees and has elected not to purchase Workers’ Compensation
Insurance; a completed and signed Workers’ Compensation Waiver Form will substitute
for the insurance requirement.

SEVERABILITY AND AUTHORITY

SEVERABILITY

If any term or provision of this Contract is found to be illegal or unenforceable, then
despite this illegality or unenforceability, this Contract will remain in full force and effect
and that term or provision will be considered deleted.

AUTHORITY

Each party warrants and represents that it has full power and authority to enter into and
perform this Contract, and that the person signing on behalf of each has been properly
authorized and empowered to enter this Contract. Each party further acknowledges that
it has read this Contract, understands it, and agrees to be bound by it.

REQUEST FOR TAXPAYER |.D. NUMBER & CERTIFICATION I.R.S. W-9 FORM

Upon request, the Contractor shall provide the required |.R.S. W-9 Form which is
available from the IRS website at www.IRS.gov under their forms section.

DONATIONS
No donations allowed. To avoid the appearance of impropriety, Contractor shall not

make any donation to the City, of any goods or services during the term of this
Agreement, unless it has specifically been approved by the City Manager or designee.

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