Agreement - KUV Consultants

City of Chandler — Regular Meeting (2021-04-22)

Extracted text (via ocr_local) 49041 characters

ls © CHANDLER
se arizona

City Clerk Document No.

City Council Meeting Date: April 22, 2021

CITY OF CHANDLER SERVICES AGREEMENT
SECURITY AND EMERGENCY PREPAREDNESS PROGRAM
CITY OF CHANDLER AGREEMENT NO. 4302

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and KUV Consultants, LLC, an Arizona limited liability
corporation (Contractor), (City and Contractor may individually be referred to as Party and
collectively referred to as Parties) and made , 2021 (Effective Date).

RECITALS

A. City proposes to conduct an annual security and emergency preparedness program as more
fully described in Exhibit A, which is attached to and made a part of this Agreement by this
reference.

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

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

AGREEMENT

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

SECTION I: DEFINITIONS

For purposes of this Agreement, the following definitions apply:

Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona

Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days

May, Should means something that is not mandatory but permissible

Shall, Will, Must means a mandatory requirement

SECTION II: CONTRACTOR'S SERVICES

Contractor must perform the services described in Exhibit A to the City’s satisfaction within the

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

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 five years, and begins on July 1, 2021 and ends on June 30, 2026,
unless sooner terminated in accordance with the provisions of this Agreement. The City reserves
the right, at its sole discretion, to extend the Agreement for up to 60 days beyond the expiration of
any extension term.

SECTION IV: PAYMENT OF COMPENSATION AND FEES

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 $550,000. Contractor must submit requests for payment for
services approved and accepted during the previous billing period and must include, as applicable,
detailed invoices and receipts, a narrative description of the tasks accomplished during the billing
period, a list of any deliverables submitted, and any subcontractor’s or supplier's actual requests
for payment plus similar narrative and listing of their work. Payment for those services negotiated
as a lump sum will be made in accordance with the percentage of the work completed during the
preceding billing period. Services negotiated as a not-to-exceed fee will be paid in accordance with
the work completed on the service during the preceding month. All requests for payment must be
submitted to the City for review and approval. The City will make payment for approved and
accepted services within 30 days of the City’s receipt of the request for payment. Contractor bears
all responsibility and liability for any and all tax obligations that result from Contractor's
performance under this Agreement.

SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure

that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the
right to decrease Contract price or payments made on this Agreement or request reimbursement
from the Contractor following final payment on this Agreement if the above provision is not
included in subcontractor agreements, and one or more subcontractors refuse to allow the City to
audit their records to verify the accuracy and appropriateness of all cost and pricing data. If,
following an audit of this Agreement, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data, and the cost discrepancies exceed 1% of the total
Agreement billings, the Contractor will be liable for reimbursement of the reasonable, actual cost
of the audit.

5,2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor, Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished,

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
immediately after receiving such notice, the Contractor must discontinue advancing the work
specified under this Agreement. Upon such termination, abandonment, or suspension, the
Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. if
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor
has delivered the last of the partially completed items and the Parties agree on the final
payment. If the City is found to have improperly terminated the Agreement for cause or
default, the termination will be converted to a termination for convenience in accordance with

the provisions of this Agreement.

5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor's property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.

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

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:_Kal Raman
Title:_ Purchasing Manager Title:__ Principal Consultant
Address:_175 S, Arizona Ave. Address:__P.O, Box 10790
Chandler, AZ 85249 Glendale, AZ 85318
Phone:_(480) 782-2403 Phone:__(623) 521-5265
Email:_christina.pryor@chandleraz.gov Email:__kraman@kuv.com

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

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

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

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

5,13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).

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

5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in

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

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

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

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

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. 8 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 with8 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.RS. 88 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 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.

5,23 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.

5.24 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.

5.25 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 subcontractors performance of this
Agreement is confidential and proprietary information belonging to the City. Except as specifically
provided in this Agreement, Contractor or its subcontractors must not divulge data to any third
party without the City’s prior written consent. Contractor or its subcontractors must not use the
data for any purposes except to perform the services required under this Agreement. These
prohibitions do not apply to the following data provided to the Contractor or its subcontractors

have first given the required notice to the City: (a) data which was known to the Contractor or its
subcontractors prior to its performance under this Agreement unless such data was acquired in
connection with work performed for the City; or (b) data which was acquired by the Contractor or
its subcontractors in its performance under this Agreement and which was disclosed to the
Contractor or its subcontractors by a third party, who to the best of the Contractor's or its
subcontractors knowledge and belief, had the legal right to make such disclosure and the
Contractor or its subcontractors are not otherwise required to hold such data in confidence; or (c)
data which is required to be disclosed by virtue of law, regulation, or court order, to which the
Contractor or its subcontractors are subject. In the event the Contractor or its subcontractors are
required or requested to disclose data to a third party, or any other information to which the
Contractor or its subcontractors became privy as a result of any other contract with the City, the
Contractor must first notify the City as set forth in this Section of the request or demand for the
data. The Contractor or its subcontractors must give the City sufficient facts so that the City can be
given an opportunity to first give its consent or take such action that the City may deem
appropriate to protect such data or other information from disclosure. Unless prohibited by law,
within ten calendar days after completion or termination of services under this Agreement, the
Contractor or its subcontractors must promptly deliver, as set forth in this Section, a copy of all
data to the City. All data must continue to be subject to the confidentiality agreements of this
Agreement. Contractor or its subcontractors assume all liability to maintain the confidentiality of
the data in its possession and agrees to compensate the City if any of the provisions of this Section
are violated by the Contractor, its employees, agents or subcontractors. Solely for the purposes of
seeking injunctive relief, it is agreed that a breach of this 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.

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

5.27 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.

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

5.29 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.

5.30 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.

5.31 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.

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

5.33 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.

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

5.35 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.

5.36 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.

5.37 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.

5.38 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

5.39 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.

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

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

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

5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all
applicable City, state, and federal non-discrimination and anti-harassment jaws, rules, and
regulations.

5.42 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.

5.43 Warranties. Contractor must furnish a one-year warranty on all work and services

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

5.44 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.

5.45 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.

5.46 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.

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
_ ra on
By: py; (4
Its: Mayor its; _ Kal Raman, Principal

APPROVED AS TO FORM:

By:
City Attorney yw?

ATTEST:

By:

City Clerk

EXHIBIT A TO AGREEMENT
SCOPE OF SERVICES

Annual Security and Emergency Preparedness Program

Emergency
Management Assessment/
Year Toolbox (EMT) Training Exercise Planning

Develop EMT for
W/WW

Annual Refresher
Three, 1-hour
overview of ERP/NIMS
One, 1-hour for
Management Team

Simulation Exercise:
One Tabletop for
Water

Conduct RRA &
prepare ERP for WW
Conduct facilities
inspection (required
for WW RRA).

Annual Update of

Annual Refresher:
Five, 1-hour overview
of ERP/NIMS

One, 1-hour for Mgmt

Simulation Exercise:
Five Tabletop
(W/WW/SW)

Update COOP plans
for all Divisions
Annual facilities

2 EMT Team One Dept-wide (EOC) | inspection
Annual Refresher:
Five, 1-hour overview | Simulation Exercise: Additional technical
of ERP/NIMS Five Tabletop assistance.
Annual Update of One, 1-hour for Mgmt | (W/WW/SW) Annual facilities
3 EMT Team One Dept-wide (EOC) | inspection.
Annual Refresher:
Five, 1-hour overview | Simulation Exercise: Additional technical
of ERP/NIMS Five Tabletop assistance.
Annual Update of One, 1-hour for Mgmt | (W/WW/SW) Annual facilities
4 EMT Team One Dept-wide (EOC) | inspection.
Annual Refresher:
Five, 1-hour overview | Simulation Exercise: Update RRA/ERP for
of ERP/NIMS Five Tabletop all Divisions.
Annual Update of One, 1-hour for Mgmt | (W/WW/SW) Water will be due for
5 EMT Team One Dept-wide (EOC) | AWIA re-certification

Other Services

Technical Services

= SOP development.

«Fuel contingency planning.

» Spill Prevention, Control and Countermeasure (SPCC) plans, Storm water Pollution Prevention
Plan (SWPPP), Community Right to Know Program.

Training

= ICS/NIMS.

« ADEQ operator certification training (W/WW, Grades 1-4).

«Customized computer-based training courses (safety, emergency readiness, operational).

The Contractor may provide other related services upon request from the City.

Fee Schedule

EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES

The following fees are the all-inclusive cost of the Scope of Services.

Tasks

Details

Year 1

Year 2

Year 3

Year 4

Year 5

Emergency Management
Toolbox

Y1: Develop EMT for
W/WW Dept.

Y2-Y5: Update EMT
twice annually

$11,880

$4,200

Risk/Resilience
Assessment &
Emergency Response
Plan

Y1: Conduct RRA/ERP
for Wastewater

Y5: Update all RRAs.
AWIA certification for
Water

$53,500

$33,750

Annual Facilities
Inspection

Y1: W/WW; submit
updated Inspection
Summary Tool (Excel
spreadsheet)

Y2-Y5: W/AWW/SW

$12,430

$15,600

COOP Plan

Y2; Develop COOP Plan
for entire PW Dept.

$52,700

Plans/Procedures

Y4: Development of
additional plans,
policies, procedures

$18,400

Annual Refresher
Training

Y1: Three, 1-hour in-
person training for
Water only

Y2-Y5: Five, 1-hour
in-person training;
review of ERP/ICS
concepts for
W/WW/SW
employees

Y1-Y5: One, 1-hour in-
person training for
Mgmt Team

$5,000

$15,000

Tabletop Exercise/Drill

Y1: One (1) 4-hr TTX for
Water only

Y2-Y5: Five (5) 4-hr TTX
for W/WW/SW

$7,600

$38,000

Department EOC
Exercise

Y2-Y5:; One 4-hour Dept-
wide functional exercise
of DOC; limited
mobilization of field
staff

$10,950

TOTAL FEES

$90,410

$136,450

$102,150

$117,500

Hourly Fees
The following hourly fees will be the basis of the fee schedule for any services requested by

the City in addition to the Scope of Services.

Role Hourly Fee
Principal $125
Senior Associate/SME $125
Associate/PM $105
Administrative $50

INSURANCE
General.

EXHIBIT C TO AGREEMENT
INSURANCE

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.

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.

The insurance requirements set forth below 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 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.

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.

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

Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of

liability not less than those stated below.

Commercial General Liability-Occurrence Form, Contractor must maintain “occurrence”
form Commercial Generai Liability insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 aggregate. Said insurance must also include
coverage for products 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 ts 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.

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

Additional Policy Provisions Required,

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

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

2, The Contractor's insurance coverage must be primary insurance with respect to
the City, its officers, officials, agents, and employees. Any insurance or self-
insurance maintained 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, officiais, agents, and employees, for
losses arising from Work performed by the Contractor for the City.

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

7. Ifa 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.

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,

. 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.

EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS

NONE