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City Clerk Document No.
City Council Meeting Date: 12/9/21
CITY OF CHANDLER SERVICES AGREEMENT
PROFESSIONAL AND PROJECT CONSULTING SERVICES
CITY OF CHANDLER AGREEMENT NO. IT2-918-4438
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and CE Wilson Consulting, (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 purchase professional and project 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
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
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manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment
furnished by Contractor as part of the work or services under this Agreement must be new, or the
latest model, and of the most suitable grade and quality for the intended purpose of the work or
service.
SECTION III: PERIOD OF SERVICE
Contractor must perform the services described in Exhibit A for the term of this Agreement.
The term of the Agreement is one year and begins on January 1, 2022 and ends on December 31,
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 $450,000. Contractor must submit requests for payment for
services approved and accepted during the previous billing period and must include, as applicable,
detailed invoices and receipts, a narrative description of the tasks accomplished during the billing
period, a list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests
for payment plus similar narrative and listing of their work. Payment for those services negotiated
as a lump sum will be made in accordance with the percentage of the work completed during the
preceding billing period. Services negotiated as a not-to-exceed fee will be paid in accordance with
the work completed on the service during the preceding month. All requests for payment must
be submitted to the City for review and approval. The City will make payment for approved and
accepted services within 30 days of the City’s receipt of the request for payment. Contractor bears
all responsibility and liability for any and all tax obligations that result from Contractor’s
performance under this Agreement.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right
to audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing
data, including data used to negotiate this Agreement and any amendments. The City reserves
the right to decrease the total amount of Agreement price or payments made under this
Agreement or request reimbursement from the Contractor following final contract payment on
this Agreement if, upon audit of the Contractor's records, the audit discloses the Contractor has
provided false, misleading, or inaccurate cost and pricing data. The Contractor will include a
similar provision in all of its contracts with subcontractors providing services under the Agreement
Documents to ensure that the City, its authorized representative, or the appropriate federal
agency, has access to the subcontractors’ records to verify the accuracy of all cost and pricing data.
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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: City of Chandler Purchasing
Name: CE Wilson Consulting
Title: Procurement Officer
Title: Chrystal Richardson
Address: 175 S. Arizona Avenue
Address: 3100 W Ray Road #201
Chandler, AZ 85225
Chandler, AZ 85226
Phone: 480.782.2400
Phone: 480.525.8054
Email: purchasing@chandleraz.gov
Email: crichardson@cewilsonconsulting.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.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
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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 Non-Disclosure
5.25.1 Definitions for This Section.
Access Information means any information relating to City, its agents, and/or employee’s use of
the Services, including without limitation, (a) navigational information, including usage of
hyperlinks within or available through the Services; (b) transactional or processing information,
including billing information and method of payment; and/or (c) Internet or I/P addresses,
demographic information (like age, profession, or gender), domain names, computer type,
browser types, and other anonymous statistical data arising from such use of the Services.
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City Confidential Information means: (a) all information related to the business of City and any of
its City’s agents, employees, and other third parties, to which Contractor has access, whether in
oral, written, graphic or machine-readable form, in the course of or in connection with this
Agreement; (b) all notes, analyses and studies prepared by Contractor or any of its
representatives, during the term of this Agreement or anytime thereafter, incorporating any of
the information described in this Section; (c) the Access Information; and (d) the City Data.
City Data means all Confidential Information, all personal data and any other information relating
to the employees, City, or customers of City, or relating to the businesses of City, including third
party information, operations, facilities, products, services, and markets, all as and to the extent
provided to or obtained by Contractor or its representatives from City, or derived from any of the
foregoing. Usage data of persons who are customers of City shall be considered City Data. City
Data includes any such information in any form (tangible or electronic), regardless of the form or
method by which such information is created, stored, maintained, or communicated, and includes
all data maintained by Contractor for City. Unless otherwise indicated, City Data includes all Access
Information.
Confidential Information means City Confidential Information and/or Contractor Confidential
Information, as the context may require.
Contractor Confidential Information means Contractor nonpublic financial information and/or
trade information specifically related to Contractor’s internal business operations.
5.25.2 Restrictions. Each party, as recipient of the other party's Confidential Information, will
receive, hold, and protect in confidence the Confidential Information of the other party. The
receiving party may disclose the Confidential Information of the disclosing party to its
representatives who have a need to know such Confidential Information solely in connection with
this Agreement. The receiving party will cause such representatives to comply with this Agreement
and will assume full responsibility for any breach of this Agreement by any such representatives.
The receiving party will not transfer or disclose any Confidential Information of the disclosing party
to any third party without the disclosing party's prior written permission and without such third
party having a contractual obligation (consistent with this Section 5.25 (“Non-Disclosure”) to keep
such Confidential Information confidential. The receiving party will not use any Confidential
Information of the disclosing party for any purpose other than in connection with this
Agreement. Notwithstanding any confidentiality restrictions set forth herein, City may disclose
Contractor Confidential Information to third parties in connection with such third party's provision
of software or services to City. Such disclosures will be made under an obligation of confidentiality
limiting the use of such Confidential Information by such third parties to the provision of services
to City.
5.25.3 Exclusions. Confidential Information will not include information that: (i) is in the public
domain at the time of disclosure; (ii) was in the possession of or demonstrably known by the
receiving party prior to its receipt from the disclosing party without restriction on its use or
disclosure; (iii) is independently developed by the receiving party without use of or reference to
or reliance on the disclosing party's Confidential Information; or (iv) becomes known by the
receiving party from a source other than the disclosing party without breach of this Agreement
and is not subject to an obligation of confidentiality. Notwithstanding anything to the contrary,
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City may disclose Contractor Confidential Information as required to satisfy any request by any
governmental or regulatory body.
5.25.4 Legal Requirements. If the receiving party is requested or required to disclose any of the
disclosing party's Confidential Information under a subpoena, court order, statute, law, rule,
regulation or other similar requirement (a “Legal Requirement”), the receiving party will, to the
extent not precluded by law, provide prompt notice of such Legal Requirement to the disclosing
party so the disclosing party may seek an appropriate protective order or other appropriate
remedy or waive compliance with the provisions of this Agreement. If the disclosing party is not
successful in obtaining a protective order or other appropriate remedy and the receiving party is,
in the reasonable opinion of its counsel, legally compelled to disclose such Confidential
Information, or if the disclosing party waives compliance with the provisions of this Agreement in
writing, the receiving party may disclose, without liability hereunder, such Confidential
Information in accordance with, but solely to the extent necessary, in the reasonable opinion of
its counsel, to comply with the Legal Requirement.
5.25.5 Disposition of Confidential Information on Termination or Expiration. Upon termination or
expiration of the Services Agreement and this Agreement or upon the disclosing party's written
request and where practicable, the receiving party will return to the disclosing party all copies of
Confidential Information already in the receiving party's possession or within its control. Following
its return, and upon notice from the disclosing party, and unless otherwise required by law, the
receiving party must destroy such Confidential Information using means to protect against
unauthorized access to or use of the information, including, where appropriate, burning,
shredding, or pulverizing such information, or by taking such other means as to assure that such
information will not be recoverable following its disposal. In such case an officer of the receiving
party will certify in writing to the disclosing party that all such Confidential Information has been
so destroyed. Notwithstanding the foregoing, the receiving party may retain copies of such
Confidential Information as required by applicable law, and, to the extent such copies are
electronically stored in accordance with the receiving party's retention or back-up policies or
procedures (including, without limitation, those regarding electronic communication), so long as
such Confidential Information is kept confidential as required under this Agreement.
5.25.6 Privacy. For all City Information collected, stored, or processed by Contractor, Contractor
shall: (a) maintain safeguards against destruction, loss, alteration of or unauthorized access to
such City Information; and (b) not, without City's prior approval, modify or discontinue any such
safeguards without comparable or better replacement safeguards. Contractor acknowledges the
sensitivity and confidentiality of personally identified information which may be contained in the
City Information and the applicability of the Gramm-Leach-Bliley Act and/or other applicable
privacy laws, regulations, and guidelines (“Privacy Laws”). Contractor agrees to comply with all
applicable legal and contractual requirements relating to the privacy and confidentiality of
personally identified information applicable to Contractor in the performance of its obligations
under this Agreement.
.
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.
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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.
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5.34 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be
the responsibility of the Contractor. All claims for visible or concealed damage will be filed
by the Contractor. The City will notify the Contractor promptly of any damaged goods and
will assist the Contractor in arranging for inspection.
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any
rights or benefits in the Agreement to anyone other than the City and the Contractor, and all
duties and responsibilities undertaken pursuant to this Agreement will be for the sole and
exclusive benefit of City and the Contractor and not for the benefit of any other party.
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.
5.37 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the
services under this Agreement. Contractor’s secondary distribution, disclosure, copying, or
duplication in any manner is prohibited without the City’s prior written approval. The
document/material must be kept secure at all times. This directive applies to all City
documents, whether in photographic, printed, or electronic data format.
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.39 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.
5.40 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.
If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance
with A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and
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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
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.
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FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: ________________Mayor__________________
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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Managing Partner
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EXHIBIT A TO AGREEMENT
SCOPE OF SERVICES
Overview
The following Statement of Services (SOS) details professional services, and an outline of
engagement deliverables to meet the City’s requirements for IT Governance/Portfolio
oversight managed services, and professional services including business process
analysis and project consulting in support of planned Technology Projects for the City of
Chandler.
1. Professional Services – Business Process Analysis and Project Consulting Services
The Contractor will work with the City to mutually develop and agree upon scope, schedule
and deliverables for each identified initiative in order to deliver expected outcomes for the
City.
Engagements will be managed in four phases, each with a defined set of tasks/activities
and associated deliverables. The four phases include:
1. Conduct Engagement Initiation and Planning
2. Execute Business Process Analysis, Discovery, and Design
3. Develop the engagement execution plan (implementation, RFP, Analysis, etc.)
4. Facilitate and provide oversight to the engagement execution activities
2. IT Governance/Portfolio Oversight Managed Services and Deliverables
a. Establish a comprehensive managed services engagement that assists City
leadership (Directors and identified staff) requesting technology projects in
understanding IT Governance process, scoring and provide pertinent
information to assist City leadership in technology projects approvals and
future technology funding decisions.
b. Develop and create summary level Portfolio reporting/dashboards that show a
brief snapshot of the overall City Technology Projects at any given time
(examples may include filtering by project, resources, tasks, etc.)
c. Design a model and process for balanced Resource assignment and resource
management throughout projects (business resources, technical resources,
contracted resources, shared resources).
d. Support City in identifying a single solution, tool, service for overall portfolio,
resource, project management which can be utilized throughout the city. (This
should include operational projects as well as identified technology projects, so
there is a single source of truth for all projects/resources taking place in the
city.)
e. Provide Training services where needed to ensure successful adoption of IT
Portfolio and Governance.
f. Provide recommendations on technology project resource augmentation to
ensure successful IT Portfolio Management.
g. Other items as identified and agreed upon by Contractor and City.
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EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES
City shall pay Contractor an amount not to exceed $450,000 for services rendered at an average
of $120/hour or the applicable rate for the roles identified in the rate card below. Alternate
pricing may be established based on qualification/expertise requirements of the role and
responsibilities to be assigned to the Contractor. Pricing will be agreed upon by City and
Contractor before work is performed. Contractor shall invoice City bi-weekly. Payment terms
are Net 30.
The following rate card reflects market pricing and is subject to a 10-20% discount based on
work performed.
Role Title
Role Description
Role Class
Client Bill Rate
Management Consultant
Level 1
130-150
Specialty Consultant
Level 1
120 - 160
Level 2
160-185
Project Manager
Level 1
100-110
Project Coordinator
Business Analysis
Level 1
75-85
Level 2
85-95
Level 3
95-100
Business Process Consultant
Sr. Management Consultant, Advisory,
Project Facilitator, Quality Assurance
Manager
Senior resource experienced in project and program
management. They provide leadership and expertise to deliver
programs and initiatives on schedule and within budget.
Resource plans and administers both projects and the overall
program, and ensures that deliverables are completed correctly
and on-time. They are comfortable strategizing and
communicating at the most senior levels of a customer
organization.
IT Project Manager, Project Manager
Resource is experienced in project management. They provide
leadership and expertise to deliver projects, programs and
initiatives on schedule and within budget. Resource plans and
administers projects and ensures that deliverables are
completed correctly and on-time. They are comfortable
communicating at the most senior levels of a customer
organization and managing other resources.
110-130
Level 2
Level 3
Specialty Consultant, Service Delivery
Consultant, Portfolio Management
Consultant. Specialty SME, PMO SME,
Strategic Advisory, Technical SME, ERP SME,
ERP Specialist,
Resource is expert-level in more than one technology or
process. They are responsible for the analysis, design, and
delivery of consultative solutions to meet client expectations.
Resource is comfortable communicating at the most senior
levels of a customer organization. They are the main contact for
the customer and oversee the day-to-day operations of the
project until completion. 10+ years’ experience.
Level 2
150-185
Resource is an expert-level resource and able to provide
support and advice to the customer. This level of resource is
able to provide a moderately complex consultation for
customer requirements, process design and documentation.
They are effective at working in teams or by themselves in
accomplishing project objectives. 5+ years’ experience.
Project Consultant
65-70
Resource is experienced in requirements gathering,
development of user stories, development of Business
Requirements Documents (BRDs).
IT Project Coordinator, Project Coordinator
Business Analyst, Business Systems Analyst,
Data Analyst
Resource is entry-level, may not have PM-specific
certifications, or only basic certification. Resource is unlikely to
be assigned to manage a project without oversight or
supervision. 1+ years’ experience.
One Level
One Level
95-105
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EXHIBIT C TO AGREEMENT
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.
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
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.
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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 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 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.
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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 directly to
Chandler Law-Risk Management Department, Post Office Box 4008, Mailstop
628, Chandler, Arizona 85225. If any insurance company refuses to provide the
required notice, the Contractor or its insurance broker shall notify the City of
any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain,
the following provisions:
1. The Commercial General Liability and Automobile Liability policies are to
contain, or be endorsed to contain, the following provisions: The City, its
officers, officials, agents, and employees are additional insureds with respect to
liability arising out of activities performed by, or on behalf of, the Contractor
including the City's general supervision of the Contractor; Products and
Completed operations of the Contractor; and automobiles owned, leased, hired,
or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional
insureds to the full limits of liability purchased by the Contractor even if those
limits of liability are in excess of those required by this Agreement.
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EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
ACCESS TO SECURED FACILITIES
Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker shall
not be allowed to begin work in any City facility without: (A) The prior completion and the City's
acceptance of the required background screening; and (B) when required, the Contract Worker's
receipt of a City issued badge. A badge will be issued to a Contract Worker solely for access to the
City facility(s) to which the Contract Worker is assigned. Each Contract Worker who enters a City
facility must use the badge issued to the Contract Worker. Any and all fees associated with security
badging will be assessed in compliance with Chandler City Code §4-22.
Key Access Procedures. If the Contract Worker's services require keyed access to enter a City
facility(s), a separate key issue/return form must be completed and submitted by Contractor for
each key issued.
Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the City
immediately. A new badge application or key issue form shall be completed and submitted along
with payment of the applicable fees prior to issuance of a new badge or key.
Return of Badges or Keys. All badges and keys are the property of the City and must be returned
to the City within one business day of when the Contract Worker's access to a City facility is no
longer required to furnish the services under this Agreement. Contractor shall collect a Contract
Worker's badge and key(s) upon the termination of the Contract Worker's employment; when the
Contract Worker's services are no longer required at the particular City facility(s); or upon
termination, cancellation or expiration of this Agreement.
Contractor's default under this Section shall include, but is not limited to the following: (1) Contract
Worker gains access to a City facility(s) without the proper badge or key; (2) Contract Worker uses
a badge or key of another to gain access to a City facility; (3) Contract Worker commences services
under this Agreement without the proper badge, key or Background Screening; (4) Contract
Worker or Contractor submits false information or negligently submits wrong information to the
City to obtain a badge, key or applicable Background Screening; or (5) Contractor fails to collect
and timely return Contract Worker's badge or key upon termination of Contract Worker's
employment, reassignment of Contract Worker to another City facility or upon the expiration,
cancellation or termination of this Agreement. Contractor acknowledges and agrees that the
access control, badge and key requirements in this Section are necessary to preserve and protect
public health, safety and welfare. Accordingly, Contractor agrees to properly cure any default
under this Section within three business days from the date notice of default is sent by the City.
The parties agree that Contractor's failure to properly cure any default under this Section shall
constitute a breach of this Section. In addition to any other remedy available to the City at law or
in equity, Contractor shall be liable for and shall pay to the City the sum of $1,000.00 for each
breach by Contractor of this Section. The parties further agree that the sum fixed above is
reasonable and approximates the actual or anticipated loss to the City at the time and making of
this Agreement in the event that Contractor breaches this Section. Further, the parties expressly
acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the
City's actual damages in the event that Contractor breaches this Section. The parties further agree
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that three breaches by Contractor of this Section arising out of any default within a consecutive
period of three months or three breaches by Contractor of this Section arising out of the same
default within a period of 12 consecutive months shall constitute a material breach of this
Agreement by Contractor and the City expressly reserves all of its rights, remedies and interests
under this Agreement, at law and in equity including, but not limited to, termination of this
Agreement.
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