Agreement

City of Chandler — Regular Meeting (2021-10-14)

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City Clerk Document No.

City Council Meeting Date: October 14, 2021

CITY OF CHANDLER SERVICES AGREEMENT
INFORMATION TECHNOLOGY CONSULTING SERVICES
CITY OF CHANDLER AGREEMENT NO. 4409

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and NST Technologies, Inc., a Delaware 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 enter an agreement for information technology consulting services as more
fully described in Exhibit A, which is attached to and made a part of this Agreement by this
reference.

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

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

AGREEMENT

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

SECTION I: DEFINITIONS

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

SECTION II: CONTRACTOR’S SERVICES

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

SECTION III: PERIOD OF SERVICE

The term of the Agreement is one year, and begins on October 15, 2021 and ends on October 14,
2022 unless sooner terminated in accordance with the provisions of this Agreement. The City and
the Contractor may mutually agree to extend the Agreement for up to four additional terms of
one year each, or portions thereof. The City reserves the right, at its sole discretion, to extend the
Agreement for up to 60 days beyond the expiration of any extension term.

SECTION lV: 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 $300,000. 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
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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.
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5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent,
(c) the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver
is appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.

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

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
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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: Louis Guerrero
Title: Purchasing Manager Title:
Address: 175 S. Arizona Ave., 3rd Floor Address: 720 Palamos Dr.
Chandler, AZ 85225 Leander, TX 78641
Phone: 480-782-2403 Phone: 480-658-6571
Email: christina.pryor@chandleraz.gov Email: lou.guerrrero@gmail.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 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
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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. § 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.RS. §§ 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
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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
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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.
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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
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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
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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: _________________________________________

Its: Mayor

Its: _________________________________________

APPROVED AS TO FORM:

By: _________________________________________

City Attorney

ATTEST:

By: _________________________________________

City Clerk

DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E
President

EXHIBIT A
SCOPE OF SERVICES

The Consultant will:
▪
Transfer knowledge to incoming Data Services Manager
▪
Back fill for Oracle EBS Database Administrator
▪
Provide mentorship and back up for Sr. Oracle DBA and SQL DBA
▪
Serve as Enterprise System / Data Architect
▪
Serve as Technical Lead for Applications Teams
▪
Serve as Data Warehouse / Architect

Responsibilities of the Consultant may include:
▪
Developing a data strategy
▪
Analysis of City Data needs and AI Needs
▪
Data Warehouse design and development
▪
Consultative role for Enterprise System Design and evolving business needs
▪
Perform expert level development and support to enterprise-wide Data Services critical to
the City’s mission and operations
▪
Provide on-call support during non-business hours including nights and weekends
▪
Develop and maintain operating procedures and standards
▪
identifies innovative technology solutions and resources necessary to accomplish goals and
objectives
▪
Designs, develops, deploys and supports the technology portfolio for Data Services such as
(but not limited to), Data Warehouse, Data Architecture, ETL, Data Analytics, Artificial
Intelligence, Oracle, SQL, SSIS, SSRS, Angular and Python
▪
Ensures environment stability and availability through proactive system monitoring
▪
System Architecture and Design for Application Systems
▪
Develop Design software patterns to build applications
▪
Top Internal Tier level support for all Oracle and SQL Database Responsibilities,
▪
Compliance and Security for Oracle EBusiness Suite Application/Database
▪
Performs Oracle Applications database administration, management, and architecture
related functions. Ensures appropriate cloning and patching schedules are followed and
leverages appropriate tools (e.g. Oracle E-Business AD utilities like adpatch, adcfgclone,
adctrl, etc.)
▪
Top Internal Tier level support for Oracle E-Business Suite Application
▪
Manage full life cycle of design and testing phases
▪
Patch Management and Version Control
▪
Perform database tuning and performance monitoring
▪
Perform application tuning and performance monitoring
▪
E_Business Suite Cloning DEV and TEST environments from PROD
▪
Installation, configuration and upgrading of Oracle server software and related products.
▪
Support 24x7 if needed
▪
Monitoring the application related products like oacore,oafm apache etc.
▪
Establish and maintain backup and recovery policies and procedures
▪
Perform general technical troubleshooting and consultation to development teams
▪
Interface with Oracle Corporation for technical support
▪
Perform database tuning and performance monitoring
▪
Perform application tuning and performance monitoring
DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E

▪
Handling tickets raised by functional/technical/business users
▪
Handling Alerts raised by alert monitoring system from Database and applications
▪
Patch Analysis where there is a patch needs to be applied
▪
Patch Application as per Legislative requirements to maintain payroll
▪
Regular database maintenance activities (tablespace management, datapump, purging
logfile)
▪
Hardware/capacity sizing
▪
Proactively monitors the trends in supported systems;

Additional Services

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

DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E

EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES

Fees are inclusive of all costs associated with providing the services required in the Scope of
Services.

Information Technology Consulting Services

$
135.00
hour

DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E

EXHIBIT C TO AGREEMENT
INSURANCE
INSURANCE

General.

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

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

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

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

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

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

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

A.
Technology Errors and Omissions Liability including Network Security and Privacy
Liability
DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E

Minimum Limits:
Per Loss
$ 1,000,000
Aggregate
$ 1,000,000

The policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Services of this contract.

In the event that the professional liability insurance required by this Contract is
written on a claims-made basis, Contractor warrants that any retroactive date
under the policy shall precede the effective date of this Contract; and that either
continuous coverage will be maintained or an extended discovery period will be
exercised for a period of two years beginning at the time work under this Contract
is completed.

If such insurance is maintained on an occurrence form basis, Contractor shall
maintain such insurance for an additional period of one year following
termination of Contract. If such insurance is maintained on a claims-made basis,
Contractor shall maintain such insurance for an additional period of three years
following termination of the Contract.

If Contractor contends that any of the insurance it maintains pursuant to other
sections of this clause satisfies this requirement (or otherwise insures the risks
described in this section), then Contractor shall provide proof of same.

The insurance shall provide coverage for the following risks

a. Liability arising from theft, dissemination and / or use of confidential
information (a defined term including but not limited to bank account, credit
card account, personal information such as name, address, social security
numbers, etc. information) stored or transmitted in electronic form
b. Network Security Liability arising from the unauthorized access to, use of or
tampering with computer systems including hacker attacks, inability of an
authorized third party, to gain access to your services including denial of
service, unless caused by a mechanical or electrical failure
c. Liability arising from the introduction of a computer virus into, or otherwise
causing damage to, a customer’s or third person’s computer, computer system,
network or similar computer related property and the data, software, and
programs thereon.

Additional Requirements:

a. The policy shall provide a waiver of subrogation

Additional Policy Provisions Required.

A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles
must be declared and approved by the City. If not approved, the City may require
DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E

that the insurer reduce or eliminate any deductible or self-insured retentions with
respect to the City, its officers, officials, agents, employees, and volunteers.

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

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

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

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

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

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

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

B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement,
the Contractor must forward renewal or replacement Certificates to the City
within ten days after the renewal date containing all the required insurance
provisions.
2. Each insurance policy required by the insurance provisions of this
Contract/Agreement shall provide the required coverage and shall not be
suspended, voided or canceled except after 30 days prior written notice has
been given to the City, except when cancellation is for non-payment of
premium, then ten days prior notice may be given. Such notice shall be sent
DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E

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.

DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E

EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS

NONE

DocuSign Envelope ID: 0146F21C-3290-4E76-BDC1-8603EF7ED56E