Extracted text (via ocr_local)
56415 characters
f © CHANDLER
ae arizona
City Clerk Document No.
City Council Meeting Date:__October 14, 2021
CITY OF CHANDLER SERVICES AGREEMENT
DIVERSITY, EQUITY AND INCLUSION CONSULTING SERVICES
CITY OF CHANDLER AGREEMENT NO. 4347
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Cooperative Personnel Services, dba CPS HR Consulting,
a joint powers authority (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 enter an Agreement for a diversity, equity and inclusion study 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 Ili: PERIOD OF SERVICE
Contractor must perform the services described in Exhibit A for the term of this Agreement.
Following execution of this Agreement by City, the Contractor will immediately commence work
and will complete all deliverables described within 180 days from the date the Contractor is
notified to proceed.
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 $56,040. 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 alleged to
be caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions
of the Contractor or any of its owners, officers, directors, agents, employees, or
subcontractors in connection with this Agreement. This indemnity includes any claim or
amount arising out of or recovered under workers’ compensation law or on account of the
failure of the Contractor to conform to any federal, state or local law, statute, ordinance, rule,
regulation or court decree. The Contractor must indemnify Indemnitee from and against any
and ail 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:__jeff Hoye ‘
Title:_ Purchasing Manager Title:__ Project Manager
Address:_175 S, Arizona Ave., 3 Floor Address:_2450 Del Paso Road, Suite 220
Chandler, AZ 85225 Sacramento, CA 95834
Phone:__480-782-2403 Phone:_916-471-3109
Email:_christina.pryor@chandleraz.gov Email:__jhoye@cpshr.us
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, ail 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 all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change
key personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion
of the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's
staff, the Contractor must take prompt corrective action acceptable to the City and, if
required, remove such personnel from the Project and replace with new personnel agreed to
by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control
and without fault of the Party (financial inability excepted), performance of that act may be
excused, but only for the period of the delay, if the Party provides written notice to the other
Party within ten days of such act. The time for performance of the act may be extended for a
period equivalent to the period of delay from the date written notice is received by the other
Party.
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply
with the Americans with Disabilities Act, the Immigration Reform and Contro] 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 ina
boycott of Israel as defined by state statute.
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214{A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor's or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this
provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person Is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying
identification and sign a City-provided affidavit affirming that the identification provided is
genuine. This requirement will be imposed at the time of contract award. This requirement
does not apply to business organizations such as corporations, partnerships, or limited
liability companies.
5.22 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 subcontractor’s performance of
this Agreement is confidential and proprietary information belonging to the City. Except as
specifically provided in this Agreement, Contractor or its subcontractors must not divulge data to
any third party without the City’s prior written consent. Contractor or its subcontractors must not
use the data for any purposes except to perform the services required under this Agreement.
These prohibitions do not apply to the following data provided to the Contractor or its
subcontractors have first given the required notice to the City: (a) data which was known to the
Contractor or its subcontractors prior to its performance under this Agreement unless such data
was acquired in connection with work performed for the City; or (b) data which was acquired by
the Contractor or its subcontractors in its performance under this Agreement and which was
disclosed to the Contractor or its subcontractors by a third party, who to the best of the
Contractor's or its subcontractors knowledge and belief, had the legal’ right to make such
disclosure and the Contractor or its subcontractors are not otherwise required to hold such data
in confidence; or (c) data which is required to be disclosed by virtue of law, regulation, or court
order, to which the Contractor or its subcontractors are subject. In the event the Contractor or its
subcontractors are required or requested to disclose data to a third party, or any other
information to which the Contractor or its subcontractors became privy as a result of any other
contract with the City, the Contractor must first notify the City as set forth in this Section of the
request or demand for the data. The Contractor or its subcontractors must give the City sufficient
facts so that the City can be given an opportunity to first give its consent or take such action that
the City may deem appropriate to protect such data or other information from disclosure, Unless
prohibited by law, within ten calendar days after completion or termination of services under this
Agreement, the Contractor or its subcontractors must promptly deliver, as set forth in this Section,
a copy of all data to the City. All data must continue to be subject to the confidentiality agreements
of this Agreement. Contractor or its subcontractors assume all liability to maintain the
confidentiality of the data in its possession and agrees to compensate the City if any of the
provisions of this Section are violated by the Contractor, its employees, agents or subcontractors.
Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this 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.0.B. Destination and include ail 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 laws, 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
10
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
By: By:
Its: Mayor its:
APPROVED AS TO FORM:
By: y)
City Attorney
ATTEST:
By:
City Clerk
11
EXHIBIT A
SCOPE OF SERVICES
The Consultant's Diversity, Equity and Inclusion (DEI) Project Leader work with the City and the
City Council to craft the City’s DEI Aspiration Policy. The Consultant will build upon what the City
has learned and understands to be opportunities to take action to better serve the Chandler
community as viewed through a DEI lens.
Task |, Part : Establish DE! Aspiration Policy
To ensure the Consultant team is aligned with the City Manager's Office once the plan has been
approved and a contract is in place, the CPS Project Leader and CPS Project Manager will hold a
two-hour meeting. During the meeting, the following tasks and outcomes will occur:
1, Schedule meeting with City Manager's Office
2. Review the contracted project scope
a. External DE] Roadmap requirements
b. Internal DEl Roadmap requirements
Discuss staging of Tasks II (external DEI) and Ill (internal DEI)
4. Algin around an initial Communication Strategy for all key stakeholders announcing the DEI
Project, introducing the Consultant, and providing what to expect during the life of the project
(tasks and outcomes)
a. City Manager’s Office and DEI office will begin communicating to the City organization
about project intent, desired outcomes, and to introduce CPS and the collaborative role
that CPS will play towards this effort.
5. Provide a simple, but effective system to the City Manager and DEI office to track progress and
deliverables achieved over the life of the project.
6, City Manager's Office and DEI Office will provide periodic progress updates, as provided for in
the communication campaign, to key internal and external stakeholders.
Outcome(s):
1. Project scope alignment between the City Manager's Office and the CPS HR Project Leader and
Project Manager
2. DEI Communication Strategy for both internal and external key stakeholders
Timeframe: Within one week of contract execution
wo
Task |, Part 1 City Council One-On-One DEI Conversations
Each City Council member will be invited to participate in one-on-one conversations with the CPS
DEI Project Leader in an effort to identify Council member thoughts on what DEI means to them
and to the City. The Consultant will:
1, Hold a series of one-on-one meetings with seven City Council Members
a. to better understand what a productive outcome would look like for them via 45-60 one-
on-one conversations with the CPS Project Leader
b, to capture individual ideas and understanding of what diversity, equity, and inclusion
means to them, and what they'd like it to mean to the City
c, to share thoughts on how Task IV benefits from the outcomes of Task II (City staff DEI-
related input and Task III (Chandler Community DEl-related input)
Outcome:
1, Understanding by the CPS DEI Project Leader as to what DEI means to each Council member
2. Understanding by Council members as the process by which this project will serve to obtain
feedback on City DEI related behavior / performance from both City staff and key Chandler
12
Community spokespeople
3, Understanding by Council members that the key feedback obtained by CPS from City staff and
Community representatives will be provided and useful when City Council is brought together
to review and take action on a potential policy statement with respect to DEI. The specific form
of this will be decided at this future gathering (see Task IV).
Timeframe: Dependent on City Council schedules and expectations
Task Il: Design and Take Action on an External DEi Community Engagement Process
The City’s DEI office interacts regularly with community leaders who play an active role in bringing
cultural activities, education and awareness to Chandler. As such, 20 - 25 of these community
stakeholders have been identified to participate in the community engagement process. As leaders
and trusted voices in their various communities, they will provide valuable input from their respective
communities, as well as keep their communities updated on the Consultant process as we move
forward.
The City has, through normal community engagement channels and an in-depth community
survey, identified where members of the Chandler Community have shared perceptions of not
being seen, valued, and/or served. The focus here is to, in collaboration with the DEI Office, design
and facilitate community engagement and input. This task builds upon the progress to date to
bring out community-identified, needed changes in order to ever improve upon citizen
satisfaction with City products and services. This will include a discussion and review of existing
DEI City policies as well as a review and evaluation of the draft non-discrimination policy.
As part of this process, the City will create a URL page that summarizes the goals of the DEI
assessment and provides the general public a means to comment on the study through a public
comment form. This will allow for an inclusive public process for any community member to
provide input. The comments can be anonymous or provide details should a response be desired.
The site will be available throughout the project and monitored by the DEI office.
Once the key needs are identified, the Consultant will provide a collaborative, recommended
response/action DEI Roadmap. The Consultant will:
1. Collaborate on a structured, community engagement strategy / approach to ensure that the
Consultant provided DEI Roadmap properly takes into account the Community Survey and
input of the community focus group. Task activity will include:
a. Provide opportunity for online community involvement via Consultant invitation utilizing
AlchemerTM communication / survey tool.
b. Clarify the purpose, scope, and expectations of Task II with a kick-off message provided by
the Assistant City Manager or City Manager.
c. Review what has been shared (via Community Survey) with regard to the needs of the
Community.
d. Align around the Roadmap deliverable that includes both recommendations and an
implementation strategy.
e. Identify the relevant, practical action(s) needed; construct a DEI Roadmap with
recommended actions and provide to the City Manager's Office for review,
Further alignment, as needed, via meeting and key messaging with the City’s Human
Relations Commission.
Outcomes:
1. DEI Roadmap to address key themes arising from the Chandler Community Survey (previously
provided)
2, Final report to include the process used during Task II, key findings, recommendations linked
to key findings, and a recommended implementation strategy
Fa)
13
3. Collaborated presentation with City Manager, and Assistant City Manager to City Council
4, DE] Communication Campaign, to include:
a. Communication messaging pre- and during project task phases
b, Communication modes
c, Communication senders
d. Communication timeframes
Timeframe: Beginning Week after project kick-off meeting for 6 continuous weeks
Task III: Design and Take Action on an (Internal) DEI Staff Engagement Process
in addition to the community facing effort described in Task Il above, the City wishes to conduct
an internal DEI survey process. Similar to Task Il above, the outcome for Task III will include an
internal DEI Roadmap and Communication Strategy. CPS proposes, for cost purposes below one
survey, five focus groups, with each focus groups involving 10-15 participants. The Consultant will:
1. Provide its standard, statistically valid set of DEI survey questions to the City Manager, Assistant
City Manager, and DEI office for review and understanding. During this same task, we will
discuss the option for including demographic questions to use from the CPS recommended
demographics to include: race / ethnicity, gender, position/role/classification in the City, age
ranges, tenure, and department worked.
2. Provide the results of the CPS DEI survey to the City Manager, Assistant City Manager, and DEI
office for review and understanding of key themes.
3. Collaborate with the DEI office, City Manager, and Assistant City Manager on the focus group
questions to be used based on the key themes that emerged from the internal survey
4. Hold five focus groups
Provide the results of the CPS DEI Survey and Focus Group Responses as linked to the CPS
DEI Survey key themes to the City Manager's and Diversity offices.
6. Collaborate with the City Manager's and Diversity offices to identify the relevant, practical
action needed based on the key themes emerging from the DEI Survey and Focus groups;
construct a DE! Roadmap with recommended actions and provide to the City Manager
and Assistant City Manager for review.
w
Outcomes:
1. DEI] Roadmap to address key themes arising from the CPS DEI Survey and the Focus
Groups
2. Final report to include the process used during Task Ill, key findings, recommendations
linked to key findings, recommendations of best practices in recruiting and retaining
talent and a recommended implementation strategy
Timeframe: Beginning TBD. Survey process is typically 8 weeks long. Focus groups can be
accomplished within 2-4 weeks, based on participant schedules,
Task IV: Develop Communication and Messaging Throughout the Process
The Consultant will:
1. Collaborate with the City Manager's Office, DE! Office on communication and messaging
to both the City’s Human Relations Commission and the City Council
a. Provide communication campaign template to Assistant City Manager, City Manager,
for understanding, modification, and approval.
2. City Manager's Office, DE! Office, and DEI Team will begin communicating to the City
organization about this plan, what to expect based on the final approved DEI Roadmap.
3. Provide a simple, but effective system to the City Manager's Office, DEI Office, and DEI
Team to track progress and deliverables achieved within Task Ill.
14
4. City Manager's Office, DEI Office will provide periodic progress updates, as provided for in
the communication campaign, to key internal and external stakeholders.
Outcomes:
1. Collaborated presentation with CM's Office and DEI Office to.City Council
2. DE! Communication Campaign, to include:
a. Communication messaging pre/post and during project phases
b. Communication modes
c. Communication senders
d. Communication timeframes
Task V: DEI Presentation with the Human Relations Commission
1. DEI Presentation with City Council Members
2. Post-project Communication & Progress Tracking
15
EXHIBIT B
COMPENSATION AND FEES
Description Fee
Task | - Project Kick Off and Establish DEI Aspiration Policy $ 5,640
¢ Project kick-off with City Manager's Office $ 2,000
e Conduct 7 key interviews - Council and City Manager $ 1,240
e Provide understanding of project tasks to Board to $ 2,400
enable potential future DEI policy statement (see Task
IV)
Task I! - DEI External Community $14,150
¢ Design collaborative community focus group $ 3,650
engagement structure and process with DEI Office
e Facilitate focus group(s) with Community DEI Team $10,500
Task III - DEI Internal Community $26,200
e Create and Provide CPS DEI Survey for City Employees $ 8,000
e Hold DEI! Focus Groups with City Employees $ 4,500
e involve DEI Team throughout $ 3,200
e Task ili Roadmap: Process, Plan, Strategy $ 10,500
Task IV - Develop Communication and Messaging $ 3,300
¢ Communication campaign to City’s Human Relations $ 1,800
Commission and City Council
* Provide communication campaign template $ 1,000
* Collaborate presentation to be made to the City $500
manager's Office and DEI Office to City Council
Task V - Presentation and Post-Project Communication $6,750
e Presentation to Human Relations Commission and then $ 2,000
to the City Council
* Communication strategy moving forward $ 1,000
e DEI project progress tracking strategy moving forward $ 3,750
Grand Total $56,040
The Consultant anticipates being able to provide all consulting, training, education, and meeting
services virtually. However, for those meetings and sessions that the City request on-site
presence, the Consultant will bill all travel expenses at cost, to include air travel, lodging, meals,
and ground transportation.
16
INSURANCE
General.
A.
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.
A
Commercial General Liability-Occurrence Form. Contractor must maintain
“occurrence” form Commercial General Liability insurance with a limit of not less
than $2,000,000 for each occurrence, $4,000,000 aggregate. Said insurance must
also include coverage for products and completed operations, independent
17
' contractors, personal injury and advertising injury. If any Excess insurance is utilized
to fulfill the requirements of this paragraph, the Excess insurance must be “follow
’ form” equal or broader in coverage scope than underlying insurance.
B. Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
' Vehicle Liability; Contractor must maintain Business/Automobile Liability insurance
with a limit of $1,000,000 each accident on Contractor owned, hired, and non-
owned vehicles assigned to or used in the performance of the Contractor’s work or
services under this Agreement. If any Excess or Umbrella insurance is utilized to
fulfill the requirements of this paragraph, the Excess or Umbrella insurance must
be “follow form” equal or broader in coverage scope than underlying insurance.
C Workers Compensation and Employers Liability Insurance; Contractor must maintain
Workers Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor employees engaged in the performance
of work or services under this Agreement and must also maintain Employers’
Liability insurance of not less than $1,000,000 for each accident and $1,000,000
disease for each employee.
Additional Policy Provisions Required.
A. Seff-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 lability
coverage.
2. The Contractor's insurance coverage must be primary insurance with respect to
the City, its officers, officials, agents, and employees. Any insurance or self-
insurance maintained by the City, its officers, officials, agents, and employees
shall be in excess of the coverage provided by the Contractor and must not
contribute to it.
3, The Contractor's insurance must apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
4, Coverage provided by the Contractor must not be limited to the liability
assumed under the indemnification provisions of this Agreement.
5. The policies must contain a severability of interest clause and waiver of
subrogation against the City, its officers, officials, agents, and employees, for
losses arising from Work performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for a
18
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. {fa Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but
this acceptance and reliance will not waive or alter in any way the insurance
requirements or obligations of this Agreement.
B. Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement,
the Contractor must forward renewal or replacement Certificates to the City
within ten days after the renewal cate containing all the required insurance
provisions.
2. Each insurance policy required by the insurance provisions of this
Contract/Agreement shall provide the required coverage and shall not be
suspended, voided or canceled except after 30 days prior written notice has
been given to the City, except when cancellation is for non-payment of premium,
then ten days prior notice may be given. Such notice shall be sent directly to
Chandler Law-Risk Management Department, Post Office Box 4008, Mailstop
628, Chandler, Arizona 85225. If any insurance company refuses to provide the
required notice, the Contractor or its insurance broker shall notify the City of
any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.
A. City as Additional Insured. The policies are to contain, or be endorsed to contain,
the following provisions:
1. The Commercial General Liability and Automobile Liability policies are to
contain, or be endorsed to contain, the following provisions: The City, its
officers, officials, agents, and employees are additional insureds with respect to
liability arising out of activities performed by, or on behalf of, the Contractor
including the City's general supervision of the Contractor; Products and
Completed operations of the Contractor; and automobiles owned, leased, hired,
or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional
insureds to the full limits of liability purchased by the Contractor even if those
limits of liability are in excess of those required by this Agreement.
19
EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
NONE
20