#4293 WL Emshoff Concrete Maintenance Agreement

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City Clerk Document No.  
City Council Meeting Date: April 14, 2022 
CITY OF CHANDLER SERVICES AGREEMENT 
CONCRETE REPAIR & MAINTENANCE SERVICES 
CITY OF CHANDLER AGREEMENT NO. CS1-745-4293 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona 
municipal corporation (City), and W. L. Emshoff, an Arizona Sole Propietor (Contractor), (City and 
Contractor may individually be referred to as Party and collectively referred to as Parties), made  
, 2022 (Effective Date). 
RECITALS 
A. On or about January 13, 2022, the City issued a solicitation for Concrete Repair & Maintenance 
Services. Under the solicitation, the City proposes to enter into six related agreements to provide 
concrete services in various amounts for the prices set forth in each concrete services agreement. 
Although the amount and type of concrete services purchased by the City may vary, the total sum for all 
six concrete services agreements must not exceed $1,968,000.
B. City proposes to purchase concrete services from Contractor as more fully described in Exhibit A, 
which is attached to and made a part of this Agreement by this reference.
C. Contractor is ready, willing, and able to provide the goods or 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.
D. City desires to contract with the Contractor to provide these goods or 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 
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Shall, Will, Must means a mandatory requirement 
SECTION II: CONTRACTOR’S SERVICES 
Contractor must perform in accordance with 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 goods 
services in Chandler, Arizona exercises under similar conditions. All goods 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 goods 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 goods or services.  
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 May 1, 2022, and ends on April 30, 2023 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 must not exceed the unit 
prices and amounts as more fully described in Exhibit B for performance approved and accepted by the 
City under this Agreement. Contractor must submit requests for payment for goods or 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 goods or services negotiated as a lump sum will be 
made in accordance with the percentage of the goods furnished or services completed during the 
preceding billing period. Goods or services negotiated as a not-to-exceed fee will be paid in accordance 
with the goods furnished or services completed 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 goods or 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 goods or services under this 
Agreement. The City, its authorized representative, or any federal agency, reserves the right to audit 
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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 
goods or services under the Agreement Documents to ensure that the City, its authorized representative, 
or the appropriate federal agency, has access to the subcontractors’ records to verify the accuracy of all 
cost and pricing data. The City reserves the right to decrease Contract price or payments made on this 
Agreement or request reimbursement from the Contractor following final payment on this Agreement if 
the above provision is not included in subcontractor agreements, and one or more subcontractors refuse 
to allow the City to audit their records to verify the accuracy and appropriateness of all cost and pricing 
data. If, following an audit of this Agreement, the audit discloses the Contractor has provided false, 
misleading, or inaccurate cost and pricing data, and the cost discrepancies exceed 1% of the total 
Agreement billings, the Contractor will be liable for reimbursement of the reasonable, actual cost of the 
audit. 
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a 
substantial change in this Agreement, thereby materially increasing or decreasing the scope of work, cost 
of goods, cost of performance, or Project schedule, the goods or services 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 purchase or service provided for in this Agreement, or 
abandon any portion of the Project for which the Contractor has performed. In the event the City 
abandons or suspends the purchase or services, or any part of the purchase or 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 goods or 
services Contractor has completed and submit Contractor's appraisal to the City for evaluation. The 
City may inspect the Contractor's goods or services to appraise the status completed. The 
Contractor will receive compensation in full for goods provided or services performed to the date of 
such termination. The fee will 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, 
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the final determination will be made in accordance with the Disputes provision in this Agreement. 
However, in no event may the payment exceed the payment set forth in this Agreement nor as 
amended in accordance with Alteration in Character of Work. The City will make the final payment 
within 60 days after the Contractor has delivered the last of the partially completed items and the 
Parties agree on the final payment. If the City is found to have improperly terminated the 
Agreement for cause or default, the termination will be converted to a termination for convenience 
in accordance with the provisions of this Agreement. 
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence of any 
one or more of the following events: in the event that (a) the Contractor fails to perform pursuant to the 
terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c) the Contractor makes 
a general assignment for the benefit of creditors, (d) a trustee or receiver is appointed for Contractor or 
for any of Contractor’s property (e) the Contractor files a petition to take advantage of any debtor's act, or 
to reorganize under the bankruptcy or similar laws, (f) the Contractor disregards laws, ordinances, rules, 
regulations or orders of any public body having jurisdiction, or (g) the Contractor fails to cure default 
within the time requested. Where Agreement has been so terminated by City, the termination will not 
affect any rights of City against Contractor then existing or which may thereafter accrue. 
5.5 Indemnification. The Contractor (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. 
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5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such other 
duly executed documents as may be reasonably requested by the City to implement the intent of 
this Agreement. 
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and will be 
deemed to have been duly given and received either (a) on the date of service if personally served 
on the party to whom notice is to be given, or (b) on the date notice is sent if by electronic mail, or (c) 
on the third day after the date of the postmark of deposit by first class United States mail, registered 
or certified, postage prepaid and properly addressed as follows: 
For the Contractor 
Name:  William Emshoff 
Title:  Owner 
Address:  7626 S. Willow Dr.  
Tempe, AZ 85284 
Phone:  602-206-9999 
For the City 
Name:  Raquel McMahon 
Title:  Procurement Officer 
Address:  175 S. Arizona Ave.  
Chandler, AZ 85225 
Phone:  480-782-2407 
Email:  raquel.mcmahon@chandleraz.gov 
Email:  wlemshoff@aol.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 
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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 furnishing goods or performing services 
prescribed in the Agreement. The City may acknowledge its acceptance of such personnel to furnish 
goods or perform services under this Agreement. At any time hereafter that the Contractor desires 
to change key personnel while performing under the Agreement, the Contractor must submit the 
qualifications of the new personnel to the City for prior approval. The Contractor will maintain an 
adequate and competent staff of qualified persons, as may be determined by the City, throughout 
the performance of this Agreement to ensure acceptable and timely completion of the Scope of 
Work. 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 Federal Laws. Contractor understands and acknowledges the applicability of 
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug 
Free Workplace Act of 1989 to it. The Contractor agrees to comply with these laws in performing this 
Agreement and to permit the City to verify such 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 
goods or services under this Agreement to ensure that the Contractor and subcontractors comply 
with the warranty under this provision. 
 
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5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a 
contract to any natural person who cannot establish that such person is lawfully present in the 
United States. To establish lawful presence, a person must produce qualifying identification and sign 
a City-provided affidavit affirming that the identification provided is genuine. This requirement will 
be imposed at the time of contract award. This requirement does not apply to business 
organizations such as corporations, partnerships, or limited liability companies. 
 
5.22 Covenant Against Contingent Fees. Contractor warrants that no person has been employed or 
retained to solicit or secure this Agreement upon an agreement or understanding for a commission, 
percentage, brokerage, or contingent fee, and that no member of the Chandler City Council, or any 
City employee has any interest, financially, or otherwise, in Contractor’s firm. For breach or violation 
of this warrant, the City may annul this Agreement without liability or, at its discretion, to deduct 
from the Agreement price or consideration, the full amount of such commission, percentage, 
brokerage, or contingent fee. 
 
5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this 
Agreement or to require performance of the other Party of any of the provisions hereof must not be 
construed to be a waiver of such provisions, nor must it affect the validity of this Agreement or any 
part thereof, or the right of either Party to thereafter enforce each and every provision. 
 
5.24 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential 
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this 
Section, of any work or services performed by the Contractor for third parties that may involve or be 
associated with any real property or personal property owned or leased by the City. Such notice 
must be given seven business days prior to commencement of the services by the Contractor for a 
third party, or seven business days prior to an adverse action as defined below. Written notice and 
disclosure must be sent to the City’s Purchasing and Materials Manager. An adverse action under 
this Agreement includes, but is not limited to: (a) using data as defined in the Agreement acquired in 
connection with this Agreement to assist a third party in pursuing administrative or judicial action 
against the City; or (b) testifying or providing evidence on behalf of any person in connection with an 
administrative or judicial action against the City; or (c) using data to produce income for the 
Contractor or its employees independently of performing the services under this Agreement, 
without the prior written consent of the City. Contractor represents that except for those persons, 
entities, and projects identified to the City, the services performed by the Contractor under this 
Agreement are not expected to create an interest with any person, entity, or third party project that 
is or may be adverse to the City’s interests. Contractor's failure to provide a written notice and 
disclosure of the information as set forth in this Section constitute a material breach of this 
Agreement. 
 
5.25 Data Confidentiality and Data Security. As used in the Agreement, data means all information, 
whether written or verbal, including plans, photographs, studies, investigations, audits, analyses, 
samples, reports, calculations, internal memos, meeting minutes, data field notes, work product, 
proposals, correspondence and any other similar documents or information prepared by, obtained by, or 
transmitted to the Contractor or its subcontractors in the performance of this Agreement. The Parties 
agree that all data, regardless of form, including originals, images, and reproductions, prepared by, 
obtained by, or transmitted to the Contractor or its subcontractors in connection with the Contractor's or 
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its subcontractor’s performance of this Agreement is confidential and proprietary information belonging 
to the City. Except as specifically provided in this Agreement, Contractor or its subcontractors must not 
divulge data to any third party without the City’s prior written consent. Contractor or its subcontractors 
must not use the data for any purposes except to perform the services required under this Agreement. 
These prohibitions do not apply to the following data provided to the Contractor or its subcontractors 
have first given the required notice to the City: (a) data which was known to the Contractor or its 
subcontractors prior to its performance under this Agreement unless such data was acquired in 
connection with work performed for the City; or (b) data which was acquired by the Contractor or its 
subcontractors in its performance under this Agreement and which was disclosed to the Contractor or its 
subcontractors by a third party, who to the best of the Contractor's or its subcontractors knowledge and 
belief, had the legal right to make such disclosure and the Contractor or its subcontractors are not 
otherwise required to hold such data in confidence; or (c) data which is required to be disclosed by virtue 
of law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event 
the Contractor or its subcontractors are required or requested to disclose data to a third party, or any 
other information to which the Contractor or its subcontractors became privy as a result of any other 
contract with the City, the Contractor must first notify the City as set forth in this Section of the request or 
demand for the data. The Contractor or its subcontractors must give the City sufficient facts so that the 
City can be given an opportunity to first give its consent or take such action that the City may deem 
appropriate to protect such data or other information from disclosure. Unless prohibited by law, within 
ten calendar days after completion or termination of services under this Agreement, the Contractor or its 
subcontractors must promptly deliver, as set forth in this Section, a copy of all data to the City. All data 
must continue to be subject to the confidentiality agreements of this Agreement. Contractor or its 
subcontractors assume all liability to maintain the confidentiality of the data in its possession and agrees 
to compensate the City if any of the provisions of this Section are violated by the Contractor, its 
employees, agents or subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that 
a breach of this Section must be deemed to cause irreparable harm that justifies injunctive relief in court. 
Contractor agrees that the requirements of this Section must be incorporated into all subcontracts 
entered into by Contractor. A violation of this Section may result in immediate termination of this 
Agreement without notice. 
 
5.26 Personal Identifying Information-Data Security. Personal identifying information, financial 
account information, or restricted City information, whether electronic format or hard copy, must be 
secured and protected at all times by Contractor and any of its subcontractors. At a minimum, 
Contractor must encrypt or password-protect electronic files. This includes data saved to laptop 
computers, computerized devices, or removable storage devices. When personal identifying 
information, financial account information, or restricted City information, regardless of its format, is 
no longer necessary, the information must be redacted or destroyed through appropriate and 
secure methods that ensure the information cannot be viewed, accessed, or reconstructed. In the 
event that data collected or obtained by Contractor or its subcontractors in connection with this 
Agreement is believed to have been compromised, Contractor or its subcontractors must 
immediately notify the City contact. Contractor agrees to reimburse the City for any costs incurred 
by the City to investigate potential breaches of this data and, where applicable, the cost of notifying 
individuals who may be impacted by the breach. Contractor agrees that the requirements of this 
Section must be incorporated into all subcontracts entered into by Contractor. It is further agreed 
that a violation of this Section must be deemed to cause irreparable harm that justifies injunctive 
relief in court. A violation of this Section may result in immediate termination of this Agreement 
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without notice. The obligations of Contractor or its subcontractors under this Section must survive 
the termination of this Agreement. 
 
5.27 Jurisdiction and Venue. This Agreement is made under, and must be construed in accordance 
with and governed by the laws of the State of Arizona without regard to the conflicts or choice of law 
provisions thereof. Any action to enforce any provision of this Agreement or to obtain any remedy 
with respect hereto must be brought in the courts located in Maricopa County, Arizona, and for this 
purpose, each Party hereby expressly and irrevocably consents to the jurisdiction and venue of such 
court. 
 
5.28 Survival. All warranties, representations, and indemnifications by the Contractor must survive 
the completion or termination of this Agreement. 
 
5.29 Modification. Except as expressly provided herein to the contrary, no supplement, modification, 
or amendment of any term of this Agreement will be deemed binding or effective unless in writing 
and signed by the Parties.  
 
5.30 Severability. If any provision of this Agreement or the application to any person or circumstance 
may be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the 
application will not be affected and will be enforceable to the fullest extent permitted by law. 
 
5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or 
contemporaneous written or oral agreement between the Parties regarding the subject matter is 
merged and superseded. 
 
5.32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement 
is hereby expressly made of the essence. 
 
5.33 Date of Performance. If the date of performance of any obligation or the last day of any time 
period provided for should fall on a Saturday, Sunday, or holiday for the City, the obligation will be 
due and owing, and the time period will expire, on the first day after which is not a Saturday, Sunday 
or legal City holiday. Except as may otherwise be set forth in this Agreement, any performance 
provided for herein will be timely made if completed no later than 5:00 p.m. (Chandler time) on the 
day of performance. 
 
5.34 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. 
 
5.35 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. 
5.36 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 
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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.  
 
5.37 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by 
reference: 
 
Exhibit A - Project Description/Scope of Work 
Exhibit B - Compensation and Fees 
Exhibit C - Insurance Requirements 
Exhibit D - Special Conditions  
 
5.38 Special Conditions. As part of the goods furnished or 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. 
 
5.39 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, 
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.  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. 
 
5.40 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. 
 
5.41 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. 
 
5.42 Warranties. Unless otherwise provided in Exhibit D, the 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 
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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. 
  
5.43 Liens.  The Contractor warrants that the materials supplied under this Agreement are free of liens 
and will remain free of liens. 
 
5.44 Quality.  Unless otherwise modified elsewhere in these terms and conditions, the Contractor 
warrants that, for one year after acceptance by the City of the materials, they will be (a) of a quality to 
pass without objection in the trade under the Agreement description, (b) fit for the intended purposes for 
which the materials are used, (c) within the variations permitted by the Agreement and are of even kind, 
quantity, and quality within each unit and among all units, (d) adequately contained, packaged and 
marked as the Agreement may require, and (e) conform to the Contractor’s written promises or 
affirmations of fact. 
 
5.45 Fitness. The Contractor warrants that any material supplied to City will fully conform to all 
requirements of the Agreement and all the Contractor’s representations, and will be fit for all purposes 
and uses required by the Agreement. 
 
5.46 Inspection/Testing.  The warranties set forth in the Agreement are not affected by the City’s 
inspection or testing of or payment for the materials by the City. 
 
5.47 Packing and Shipping.  The Contractor will be responsible for industry standard packing, which 
conforms to requirements of carrier’s tariffs and Interstate Commerce Commission (ICC) regulations.  
Containers must be clearly marked as to lot number, destination, address, and purchase order number.  
 
5.48 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. 
 
5.49 Risk of Loss.  The Contractor will bear all loss of conforming material covered under this Agreement 
until received by authorized personnel at the location designated in the purchase order or Agreement.  
Mere receipt does not constitute final acceptance.  The risk of loss for nonconforming materials will 
remain with the Contractor regardless of receipt. 
 
5.50 Current Products.  All products offered in response to this solicitation will be in current and ongoing 
production; will have been formally announced for general marketing purposes; will be a model or type 
currently functioning in a user (paying customer) environment and capable of meeting or exceeding all 
specifications and requirements set forth in the City’s solicitation. 
5.51 Annual Usage Report.  Upon request, the Contractor will furnish to the City an annual usage report 
delineating the acquisition activity governed by the Agreement.  The format of the report will be 
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approved by the City and will disclose the quantity and the dollar value of each agreement item by 
individual purchasing unit. 
5.52 Catalogs/Agreement Price Listing.  As applicable, the Contractor will furnish to all requesting 
departments catalogs at no cost, which will outline agreement prices. 
 
5.53 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. 
 
5.54 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. 
 
5.55 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 an 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. 
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This Agreement shall be in full force and effect only when it has been approved and executed by the 
duly authorized City officials. 
 
FOR THE CITY 
FOR THE CONTRACTOR 
 
By: _________________________________________ 
 
By: _________________________________________ 
 
Its: _________Mayor__________________________ 
 
Its: _________________________________________ 
 
 
 
 
APPROVED AS TO FORM: 
 
 
By: _________________________________________ 
 
City Attorney  
 
 
ATTEST: 
 
 
By: _________________________________________ 
 
City Clerk 
 
 
 
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EXHIBIT A TO AGREEMENT 
SCOPE OF WORK 
BACKGROUND 
Contractor will provide as-needed Concrete Maintenance & Repair services for the Parks Department, 
Transit Department, Public Works Utilities Department and others as needed.  
The Contractor will execute various projects including, but not limited to the renovation, installation 
and/or replacement of concrete structures and surfaces such as sidewalks, ADA compliant ramps, 
scuppers, bollards, curbs, concrete playground ramps, concrete grinding of trip hazards.  
Such projects may include incidental services as pruning, relocation and removal of trees and other plant 
materials, concrete saw cutting including saw cutting of poured concrete, slurry backfill, removal and 
replacement of trench backfill, asphalt saw cutting, removal of asphalt pavement, repair/restoration of 
landscape and irrigation systems, fence and handrail installation, repairs and replacement modification 
and repair of block walls and brick pavers.  
 
The Contractor will supply all labor, permits, equipment and materials necessary to execute the 
projects. Services will be provided on an as-needed basis. The City does not guarantee a 
minimum or maximum amount of services. 
 
GENERAL VENDOR QUALIFICATIONS 
 
The Contractor shall be in compliance with all applicable Federal, State, Local, ANSI and OSHA laws, rules 
and regulations and all other applicable regulations for the term of this contract. 
 
The Contractor, without additional expense to the City, shall be responsible for obtaining and maintaining 
any necessary licenses and permits required in connection with the completion of the required services 
herein. 
 
The Bidder must hold a valid license issued by the State of Arizona Registrar of Contractors prior to 
submission of a proposal/bid and must maintain same throughout the duration of the contract term and 
any subsequent contract extensions. Failure to maintain said license may be grounds for default of the 
contract and subsequent termination. 
 
The Contractor may not subcontract any segment or services covered herein, without prior approval of 
the Contract Administrator.  All subcontractors used under the scope of this contract shall meet all 
requirements, terms and conditions set forth herein.  All subcontracted services shall be warranted by 
and be the responsibility of the Contractor. 
 
All products supplied by the Contractor shall meet all applicable Federal, State, Local, ANSI, and OSHA laws, 
rules, and regulations pertaining to the products covered under the scope of this contract. 
 
 
 
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SPECIFICATIONS 
 
1. General.  CONTRACTOR shall use the most current version of CITY/agency and/or Maricopa 
Association of Governments (M.A.G.) standard details and specifications for inspection and quality 
assurance for all work being done under this Agreement. CONTRACTOR shall be responsible for 
ensuring that workmanship, materials, equipment, and site preparation meet or exceed the 
required specifications. The Contract Administrator/designee will inspect all phases of work and 
any unsatisfactory work or preparation shall be redone at no additional cost to the CITY. 
 
2. CONTRACTOR shall ensure that concrete conforms to the applicable requirements of MAG 
specification section 725 and applicable Maricopa Association of Governments (MAG) or City of 
Chandler (COC) standard detail.  Concrete repair and maintenance shall comply with MAG 
specification section 340 as applicable.  CONTRACTOR shall conduct a flow test on aprons, valley 
gutters and curb & gutters by supplying water from a tank truck or other source.  Any ponding 
greater than ½ inch one hour after the water is shut off shall be corrected at CONTRACTOR’S 
expense.  Asphalt cut-and-patch for concrete forms shall be replaced flushed with existing 
pavement edges.  Asphalt concrete shall be placed in accordance with the requirements in MAG 
standard specifications section 321 and 336.  
 
3. Permits.  CONTRACTOR shall be responsible for obtaining all permits for the Streets Division.  Any 
other CITY departments utilizing this Agreement shall be responsible for overseeing their own 
projects and providing their own permits, if required. 
 
4. Slopes. Cross slopes on all sidewalks, bus pads and curb ramps shall be less than 2%. Running 
slopes on sidewalks shall be less than 5.0% or equivalent to slope of street. Running slopes on 
ramps shall be less than 8.33%, and less than 2% on landings.  
 
5. Curb Ramps. The City of Chandler is mandated to provide accessibility improvements to curb 
ramps and driveways whenever a pavement resurfacing is done.  To accomplish this requirement, 
CONTRACTOR shall repair and/or retrofit existing curb ramps and driveways to the best extent 
possible to meet current Americans with Disabilities Act (ADA) standards or as directed by 
Contract Administrator/Designee. Each retrofit is a unique “field fit” and as such, the CONTRACTOR 
shall coordinate with the Contract Administrator/Designee in determining work limits and scope 
for each area.  In most instances, directional dual curb ramps shall be installed at each corner of 
intersections and shall be constructed as a combination of two (2) MAG standard detail ramps.     
 
6. Striping.  The CONTRACTOR shall upon request obliterate all striping such as crosswalks, stop 
bars, lane lines, edge lines and center lines which do not line up or match retrofitted curb ramps. 
The 
CONTRACTOR 
shall 
re-stripe 
these 
obliterated 
areas 
as 
directed 
by 
Contract 
Administrator/Designee. 
 
No 
striping 
shall 
begin 
until 
approved 
by 
Contract 
Administrator/Designee. 
 
 
 
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7. The 
CONTRACTOR 
shall 
seal 
coat 
obliterated 
striping 
as 
directed 
by 
Contract 
Administrator/Designee with a Brewer Coat and silica sand mixture of one (1) gallon Brewer Coat 
to two (2) pound silica sand (or approved equal). 
 
8. Bus Shelter Pads.  The City’s Transit Services utilizes concrete pads to support bus shelters and 
accompanying furniture and to meet ADA requirements for bus stops. CONTRACTOR may be 
required to repair existing or install replacement/new shelter pads as required to ensure a safe 
environment for citizens.  As old bus shelters are replaced with updated styles, CONTRACTOR may 
need to expand the shelter pad in order to meet ADA requirements.  Expansion of shelter pads 
and other minor concrete work to meet ADA requirements shall be completed at the per square 
foot pricing listing on Exhibit B as shelter pad size may vary due to right-of-way constraints.  As 
new bus routes are added throughout CITY, new shelter pads may be needed for bus shelters and 
accompanying transit furniture. Additionally, CONTRACTOR may be asked by Contract 
Administrator/designee to add or alter bus bays where appropriate.   
 
9. Interlocking Concrete Pavers. Contractor shall furnish all necessary labor, materials, tools and 
equipment to complete the proper installation of interlocking pavers used in medians, crosswalks, 
intersection and other locations.  
 
10. Estimated Quantities.  The quantities shown on Exhibit B are estimates only, based upon 
available information. Payment shall be based on actual quantities.  There is no guarantee as to 
minimum quantity required by CITY.  The CITY reserves the right to increase or decrease the actual 
quantities used to complete the project. 
 
11. Notification of Public.  CONTRACTOR shall notify all affected citizens and businesses by door 
flyer 48 hours prior to start of work.  Door flyer shall include, as a minimum, all pertinent 
information such as description of work, date, time, schedules and CONTRACTOR name, and a 24-
hour contact phone number(s).  The flyer information shall be submitted to the Contract 
Administrator/Designee for approval prior to distribution. 
 
12. Existing Utilities.  CONTRACTOR shall be responsible for identifying and locating (blue stake) all 
existing utilities within and around the work area and will take all necessary steps to protect such 
utilities from damage.  CONTRACTOR shall be responsible for the repair of all damaged utilities 
resulting from this work and will coordinate with utility companies and affected residents and 
businesses for require outages and/or repairs.  CONTRACTOR shall adjust to finished grade all 
affected utility junction boxes and utility concrete collars as required. 
 
13. Protection of Adjacent Property.  CONTRACTOR shall take all necessary steps to protect 
adjacent public or private properties during work.  CONTRACTOR shall restore any damage to 
adjacent property at CONTRACTOR expense and to the satisfaction of the Contract 
Administrator/designee. 
 
14. Demo and Removal.  CONTRACTOR shall remove excavated and demolished materials 
immediately from work site at their cost.  Steel plates shall be used (per MAG Standard Detail 211) 
where excavated area cannot be backfilled or where concrete placement for valley gutters across 
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roadway surface or drive entrances are done in phases.  Steel plates shall be gradually ramped 
from plate edges with EPA approved material and the street or drive entrance opened 
immediately to traffic.  CONTRACTOR shall use barricades and “sidewalk closed” signs as required 
 
15. Water for Repair and Maintenance Purpose. Should CONTRACTOR desire to use water from 
CITY mains, CONTRACTOR shall make application to the City Water Quality Department for a fire 
hydrant meter and pay all the required deposits and costs. CONTRACTOR shall not take water 
from CITY mains until a meter is installed.  
 
16. Detectable Warning.  Detectable warning shall consist of truncated domes as determined in MAG 
specification section 340.  All truncated dome tiles shall be approved by the Contract 
Administrator/Designee prior to installation. Note: composite tiles are not a suitable substitute for 
the “hard” tiles and will not be used on this contract. 
 
17. Traffic Control and Construction Signs.  CONTRACTOR shall adhere to all CITY, State and Federal 
Traffic and Safety guidance, City of Chandler Traffic Barricades Design Manual #7, City of Chandler 
Municipal code 46-2.7.E construction sign requirements and the Manual on Uniform Traffic 
Control Devices (MUTCD).  CONTRACTOR shall submit all traffic control plans for approval to the 
City of Chandler Transportation and Development Department before any work may progress.  
CONTRACTOR shall use the appropriate type and number of barricades to protect the public from 
harm and the work site from damage.  CONTRACTOR shall place appropriate warning signs, such 
as “Sidewalk Close” signs and other signs as required by the MUTCD or the Contract 
Administrator/Designee.  Traffic control shall include uniformed Chandler Police Officer and squad 
car as required.  CONTRACTOR shall be paid the actual cost of hiring the uniformed Chandler 
Police Officer (see Exhibit B).  
 
18. Clean Up.  All public and private property and grounds occupied by CONTRACTOR in connection 
with the work shall be cleaned of all debris and excess materials (to include mud and concrete 
residue in all affected gutter flow lines) after each workday; additionally, temporary structures and 
equipment shall be removed at the end of the project.  CONTRACTOR shall utilize a PM-10 certified 
mechanical broom sweeper throughout the workday for cleanup.  All parts of the work shall be 
left in an acceptable condition before final acceptance. 
 
19. Dust Control.  CONTRACTOR shall keep suitable equipment on hand at the job site for 
maintaining dust control and shall employ appropriate equipment for that purpose in accordance 
with the requirements of the "Maricopa County Health Department Air Pollution Control 
Regulations".  
 
20. Contractor. shall be responsible for obtaining an Air Quality Permit from Maricopa County prior 
to starting the required work, especially if earth-moving operations are involved. CONTRACTOR 
shall pay all permit fees.  
 
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EXHIBIT B TO AGREEMENT 
PRICING 
• 
Price includes all tax. 
• 
Quantities are listed as estimates ONLY and are NOT guaranteed. 
• 
Pricing to include all labor and materials 
Item 
  
  
  
 Unit  
 
 
 
 
 
No. 
Description 
Qty 
Unit 
 Price  
1  
Saw cut, Remove and Dispose of all 
concrete and asphalt from curb ramps, 
driveways, alley entrances, sidewalks, 
and valley gutters or concrete aprons. 
1-50 
SF 
$1731 lump sum 
51-100 
$1731 lump sum 
101+ 
$4.81 if over 360 SF 
2 
Install Sidewalk, 5” thick  
1-50 
SF 
$2609 lump sum 
51-100 
$2609 lump sum 
101+ 
$5.87 if over 359 SF 
3 
Install Sidewalk, 4” thick 
1-50 
SF 
$2609 lump sum 
51-100 
$2609 lump sum 
101+ 
$5.44 if over 479 SF 
4 
Horizontal Curb Cut 
1-50 
LF 
$18.00* 
51-100 
$18.00 
101+ 
$18.00 
5 
Bus Shelter Pad per COC Detail C-230, 
4" Thick 
1-50 
SF 
$2609 lump sum 
51-100 
$2609 lump sum 
101+ 
$5.44 if over 479 sf 
6 
City of Chandler Uniformed Police 
Officer.  (Contractor to be paid as 
invoiced the actual cost of hiring police 
officer per day) 
1 
AL 
$50,000.00 
7 
Permit Allowance 
1 
AL 
$15,000 
8 
Barricade/Traffic Control Residential 
and Collector Roadway Sections 
1 
AL 
$15,000 
9 
Barricade/Traffic Control Arterial 
Roadway Sections 
1 
AL 
$30,000 
10 
Remove and Reset Existing Pavers 
1000 
SF 
$11.25 
11 
Minimum Charge Per Job 
See table 
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12 
Line items not included on this price sheet shall be offered at cost plus 20% 
 
 
Item 
Description 
Minimum Charge 
Item #1 
If concrete & asphalt removal quantity is under 359 SF 
$1731 
Item #2 
If 5” thick concrete sidewalk total quantity is under 359 SF 
$2609 
Item #3 
If 4” thick concrete sidewalk total quantity is under 479 SF 
$2609 
Item #4 
If horizontal curb cut total linear feet is under 35 LF, price includes 
removal of concrete curbing and concrete.   
$600 
Item #5 
If 4” bus shelter pad total quantity is under 479 SF 
$2609 
Item #10 
If paver removal and replacement is under 50 SF  
$563 
 
 
 
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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. 
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 
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occurrence, $4,000,000 aggregate.  Said insurance must also include coverage for products 
and completed operations, independent contractors, personal injury and advertising injury. 
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess 
insurance must be “follow form” equal or broader in coverage scope than underlying 
insurance. 
 
B. 
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles 
Vehicle Liability:  Contractor must maintain Business/Automobile Liability insurance with a 
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles 
assigned to or used in the performance of the Contractor’s work or services under this 
Agreement.  If any Excess or Umbrella insurance 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. 
 
 
D. 
Builders’ Risk/Installation Floater Insurance.  The Contractor bears all responsibility for loss to 
all equipment or Work under construction.  Unless waived in writing by the City the 
Contractor will purchase and maintain in force Builders’ Risk/Installation Floater insurance 
on the entire Work until completed and accepted by the City.  This insurance will be Special 
Causes of Loss policy form, (minimally including perils of fire, flood, lightning, explosion, 
windstorm and hail, smoke, aircraft and vehicles, riot and civil commotion, theft, vandalism, 
malicious mischief, and collapse), completed value, replacement cost policy form equal to 
the contract price and all subsequent modifications.  The Contractor’s Builders’ 
Risk/Installation Floater insurance must be primary and not contributory. 
1. Builders’ Risk/Installation Floater insurance must cover the entire Work including 
reasonable compensation for architects and Contractors’ services and expenses and 
other “soft costs” made necessary by an insured loss.  Builders’ Risk/Installation Floater 
insurance must provide coverage from the time any covered property comes under the 
Contractor’s control and or responsibility, and continue without interruption during 
course of construction, renovation and or installation, including any time during which 
any project property or equipment is in transit, off site, or while on site for future use or 
installation.  Insured property must include, but not be limited to, scaffolding, false 
work, and temporary buildings at the site.  This insurance must also cover the cost of 
removing debris, including demolition as may be legally required by operation of any 
law, ordinance, regulation or code. 
2. The Contractor must also purchase and maintain Boiler and Machinery insurance with 
the same requirements as Builders’ Risk/Installation Floater insurance cited above if the 
Work to be performed involves any exposures or insurable property normally covered 
under a Boiler and Machinery insurance policy or made necessary as required by law or 
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testing requirements in the performance of this Contract/Agreement.  The Contractor 
will be responsible for any and all deductibles under these policies and the Contractor 
waives all rights of recovery and subrogation against the City under the Contractor’s 
Builders’ Risk/Installation Floater insurance described herein. 
3. Builders’ Risk/Installation Floater Insurance must be maintained until whichever of the 
following first occurs: (i) final payment has been made; or, (ii) until no person or entity, 
other than the City, has an insurable interest in the property required to be covered. 
a. The Builders’ Risk/Installation Floater insurance must be endorsed so that the 
insurance will not be canceled or lapse because of any partial use or occupancy by 
the City. 
b. The Builders Risk/Installation Floater insurance must include as named insureds, the 
City, the Contractor, and all tiers of subcontractors and others with an insurable 
interest in the Work who will be named as additional insureds unless they are able 
to provide the same level of coverage with the City and Contractor named as 
additional insureds. Certificates must contain a provision that the insurance will not 
be canceled or materially altered without at least 30 days advance notice to the City.  
The City must also be named as a Loss Payee under the Builders’ Risk/Installation 
Floater coverage. 
c. The Builders Risk/Installation Floater insurance must be written using the Special 
Causes of Loss policy form, replacement cost basis. 
d. All rights of subrogation under the Builders Risk/Installation Floater insurance are, 
by this Contract/Agreement, waived against the City, its officers, officials, agents and 
employees. 
e. The Contractor is responsible for payment of all deductibles under the Builders’ 
Risk/Installation Floater insurance policy. 
 
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. 
 
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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 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.  
 
C. 
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. 
 
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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 
 
 
WORK IN CITY RIGHT-OF-WAY 
 
Work within the City's Right-of-Way. All work performed within the City's Right-of-Way by the Contractor 
and his/her subcontractors must comply with the City of Chandler requirements.  
 
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 
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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 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. 
 
1. Contractor and Subcontractor Worker Background Screening. Contractor agrees that all 
contract workers and subcontractors (collectively "Contract Worker(s)") that Contractor furnishes 
to City under this Agreement will be subject to background and security checks and screening as 
set forth in this Section (collectively "Background Screening") at Contractor’s sole cost and 
expense. As part of the Background Screening, Contractor must provide to a person designated 
by the City the name(s), address(es), and phone number(s) of all Contract Workers who will 
provide any services under this Agreement. All Contract Workers must comply with these 
Background Screening requirements. All Contract Workers must be able to provide proof of the 
legal right to work in the United States. The Background Screening provided by Contractor must 
comply with all applicable laws, rules, and regulations. Contractor further agrees that the 
Background Screening required in this Section is necessary to preserve and protect public health, 
safety, and welfare. The Background Screening requirements set forth in this Section are the 
minimum requirements for this Agreement. City in no way warrants that these minimum 
requirements are sufficient to protect Contractor from any liabilities that may arise out of 
Contractor’s services under this Agreement or Contractor’s failure to comply with this Section. 
Therefore, in addition to the specific measures set forth below, Contractor and its Contract 
Workers must take such other reasonable, prudent, and necessary measures to further preserve 
and protect public health, safety, and welfare when providing services under this Agreement. 
 
2. Background Screening Requirements and Criteria. Before offering or scheduling any services 
under this Agreement, Contractor agrees that all Contract Workers, including the Contractor, if 
the Contractor is an individual or sole proprietorship, must have successfully passed a 
Background Screening in accordance with this Section. Contractor warrants that no person will 
be permitted to substitute for a Contract Worker who has satisfied the Background Screening 
requirements until the proposed substitute has also satisfied the Background Screening 
requirements in this Section. For review and approval, Contractor must submit to a person 
designated by the City proof of a completed Background Screening for each Contract Worker 
over the age of 18 performing services under this Agreement no fewer than two (2) weeks before 
the proposed start date of such Contract Worker’s services. The Background Screening must 
have been completed within the 12-month period preceding the Contract Worker’s start date 
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under this Agreement and must include the results of a national criminal databased check with 
source verification, and a sex offender database search.  
 
 
3. Additional City Rights Regarding Security Inquiries. In addition to the foregoing, City reserves 
the rights but not the obligations to: (1) have a Contract Worker be required to provide 
fingerprints and execute such other documentation as may be necessary to obtain criminal 
justice information pursuant to A.R.S. § 41-1750(G)(4); (2) act on newly acquired information 
whether or not such information should have been previously discovered; (3) unilaterally change 
its standards and criteria relative to the acceptability of Contract Workers; and (4) object, at any 
time and for any reason, to a Contract Worker performing work (including supervision and 
oversight) under this Agreement. 
 
4. Contractor Certification. By executing this Agreement, Contractor certifies that Contractor has 
read and understands the Background Screening requirements and criteria in this Section and 
will fully comply with such requirements. Contractor further certifies that any Background 
Screening information to be furnished to City related to Contractor or its Contract Workers will 
be complete, current, and accurate. A Contract Worker rejected for work under this Agreement 
will not be proposed to perform work under other City contracts or engagements without City's 
prior written approval. 
 
5. Terms of This Section Applicable to all of Contractor’s Contracts and Subcontracts. 
Contractor must include the terms of this Section for Contract Worker Background Screening in 
all contracts and subcontracts for services furnished under this Agreement including, but not 
limited to, supervision and oversight services. 
 
6. Materiality of Background Screening Requirements: Indemnity. The Background Screening 
requirements of this Section are material to City's entry into this Agreement and any breach of 
this Section by Contractor will be deemed a material breach of this Agreement. In addition to the 
indemnity provisions set forth in this Agreement, Contractor must defend, indemnify, and hold 
harmless City for any and all Claims arising out of this Background Screening Section including, 
but not limited to, the disqualification of a Contract Worker by Contractor or City for failure to 
satisfy this Section. 
 
7. Continuing Duty, Audit. Contractor’s obligations and requirements that Contract Workers 
satisfy this Background Screening Section will continue throughout the entire term of this 
Agreement. Contractor must notify City immediately of any change to a Background Screening of 
a Contract Worker previously accepted by City. Contractor must maintain all records and 
documents related to all Background Screenings and City reserves the right to audit Contractor’s 
compliance with this Section under the terms of this Agreement. 
 
 
 
 
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