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City Clerk Document No.
City Council Meeting Date: 8/18/22
CITY OF CHANDLER SERVICES AGREEMENT
POSITION CONTROL IMPLEMENTATION
CITY OF CHANDLER AGREEMENT NO. 4538
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and SAR Systems, LLC, (Contractor), (City and Contractor may
individually be referred to as Party and collectively referred to as Parties) and made
, 2022 (Effective Date).
RECITALS
A. City proposes to implement position control features and functionality in the existing Oracle EBS
12.2.9 environment as more fully described in Exhibit A, which is attached to and made a part of
this Agreement by this reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II: CONTRACTOR’S SERVICES
Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
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terms and conditions of this Agreement and within the care and skill that a person who provides
similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.
SECTION III: PERIOD OF SERVICE
Contractor must perform the services described in Exhibit A for the term of this Agreement.
Following execution of this Agreement by City, the Contractor will immediately commence work and
will complete all services described within 300 days from the date the Contractor is notified to
proceed.
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 $279,300. 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.
All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
the Parties a written Agreement Amendment shall be approved and executed by the Parties.
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
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to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
immediately after receiving such notice, the Contractor must discontinue advancing the work
specified under this Agreement. Upon such termination, abandonment, or suspension, the
Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
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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.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
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other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:
For the City
For the Contractor
Name: Purchasing Division Name: SAR SYSTEMS LLC
Title: Procurement Officer Title:
Address: 175 S. Arizona Ave Address: 1231 Greenway Dr., Suite 450
Chandler, AZ 85225 Irving, TX 75038
Phone: 480.782.2400 Phone: 214-912-0458
Email: purchasing@chandleraz.gov Email: sandana.kasthuri@sarsys.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
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the work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and 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
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and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.
5.22 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.
5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.
5.24 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.
5.25 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
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except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.
5.26 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.
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5.27 Jurisdiction and Venue. This Agreement is made under and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.
5.28 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
5.29 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.
5.30 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.
5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.
5.32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
5.33 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.34 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
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in this Agreement prevail.
5.37 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.39 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.
5.40 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.
If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.
5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and
regulations.
5.42 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.
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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.
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
Director
13
EXHIBIT A TO AGREEMENT
STATEMENT OF WORK (SOW)
The purpose of this agreement is to accomplish an internal operational project in a timely
manner without heavily involving the City’s IT technical resources by engaging an external
resource that is both proficient in Oracle E-Business Suite (EBS) and Human Resource practices
to work with City business users in successfully accomplishing project requirements. The
request is to use professional services to implement position control and other configuration
changes as outlined using standard Oracle EBS application functionality.
Overview and Background
The COC current configuration of position control in Oracle EBS is set as a single incumbent (one
person-to-one position relationship). This means budget and benefits are tied to a person and
not a position. As many employees change positions throughout the year, there is an almost
entirely manual process that must be completed outside of Oracle and PowerPlan to track and
manage budget and benefits. Additionally, when multiple people are assigned to the same
position, a significant amount of manual work must be completed outside the systems to track
and manage these scenarios.
Current COC position control configurations are based on decisions and set up created when
Oracle was first implemented in 1999. Today’s needs are not supported by this set up.
Contracted services were used to analyze and explore COC’s current Oracle EBS set up as well as
identify potential changes and the impacts of those changes. Based on the recommendation, the
city would like to take advantage of business process improvements and system configuration
changes.
Goals and Expected Outcomes
1. Implement position control specific configuration improvements to create a usable
position hierarchy, enhance the user interface and analyze the impact to existing
interfaces.
2. Implement system configuration improvements to create efficiencies, automate tasks
and enhance data entry.
3. Implement business process improvements by creating OBI reports based on the
position control configuration changes.
High Level Requirements Summary
Implement position control with full system configuration and position control specific
configuration improvements as recommended by the functional consultant and approved by
the Position Control Steering Committee.
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
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Following work items to be addressed:
Item #
Recommendation/
Conclusion
Description
Technical
Consultant
Hours Estimate
Technical
Consultant Per
Hour Cost
5
Automate Position Copy
functionality
When a position is vacated, the vacated
position will be end-dated and an identical
position will be automatically created for
recruiting. This will allow history to be
maintained on a single position.
160
$175
WBS.5-1
Design, Develop and Implement
160
$175
6
Position Reuse and Copy
functionality
Automate Position Copy functionality for the
creation,
change
and
elimination
of
positions
specific
to
Dual
Occupancy,
Progression, Reclassification, Details and
Temporary transactions. Will provide for the
position maintenance specific to these
unique transactions, as well as an easy way
to identify employee's impacted by these
transactions.
320
$175
WBS.6-1
Design, Develop and Implement
320
$175
7
The Position Number will
become
the
Position
Control Number (PCN)
The Position Control Number will be the
unique identifier used to track the history of
a given FTE through its lifecycle (e.g.,
creation to elimination).
4
$175
WBS.7-1
Design, Develop and Implement
4
$175
8
Auto-generate
Position
Control Number
Today a log is kept and the Position Number
is manually assigned. This will automate this
process and system generate the next
available Position Control Number when a
new Position is created.
40
$175
WBS.8-1
Design, Develop and Implement
40
$175
9
Implement
and
auto-
generate
Sequence
Numbers
This will allow every Position to be unique,
and when combined with the PCN, the
history of a given PCN can be tracked
through each of its unique iterations.
120
$175
WBS.9-1
Design, Develop and Implement
120
$175
10
Create
new
Data
Elements
for
the
capturing
of
mission
critical information
Funding Status: Funded and Unfunded;
Funding Available Date: The date that
funding for the position will be available;
Full Performance Level (FPL) Job Class: The
FPL Position Title on a Progression position;
Full Performance Level (FPL) Grade: The FPL
Grade
on
a
Progression
position;
Supervisory Level: Identifies Supervisory,
Managerial,
Professional
and
Non-
Supervisory
positions,
allowing
User
responsibilities to be given and taken away
systematically, reducing IT Staff workload.
24
$175
WBS.10-1
Design, Develop and Implement
24
$175
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
15
11
Create
new
Data
Elements specific to a
Position
Control
implementation
Sequence #: Makes every position unique;
Obligated: Identifies the holder of a position
while
they're
Acting
in
another
role;
PCN Identifier: Will allow positions to be
created based on specific business rules.
24
$175
WBS.11-1
Design, Develop and Implement
24
$175
12
Change List of Values
(LOV) on existing Data
Elements specific to a
Position
Control
implementation
Status: Detail, Dual Occupancy, Progression,
Position
Swap,
Grant,
Non-Budgeted
Position, Temporary, Underfill, Regular Part
Time; Position Availability Status: Replaced.
8
$175
WBS.12-1
Design, Develop and Implement
8
$175
13
Implement and Maintain
the Position Hierarchy
All positions will be linked based on a
Parent/Child relationship, with the Top
position
being
the
MAYOR.
This will ensure that every Child position will
have an encumbered Parent position at all
times. Every Child position will have an
encumbered Supervisory position, even
when a Supervisory position is vacated, by
navigating up the Parent/Child position
hierarchy and finding the next encumbered
higher level Supervisory position. The
incumbents name will then be placed in the
Child positions "Reporting To" area and will
remain until the vacant Supervisory position
is filled, at which time the Child positions
"Reporting To" area will populate with the
name of the filled Supervisory position.
200
$175
WBS.13-1
Design, Develop and Implement
200
$175
14
Enhance
the
"Find
Positions" and "Position
Hierarchy" screens
Add additional searchable fields on the "Find
Positions"
screen,
and
add
additional
informational
fields
on
the
"Position
Hierarchy" screen.
80
$175
WBS.14-1
Design, Develop and Implement
80
$175
15
Create a reverse interface
from NEOGOV into the
Oracle HR System for
New External Hires, AND
auto-generate Applicant
record
Using data from NEOGOV, build an Applicant
record using "real" personal data, and
generate a unique Applicant # that can be
used to initiate the on-boarding process.
Today dummy personal data (e.g., DOB, SSN,
email, address) is being entered into the
Oracle HR system on New Hires in order to
generate an Employee # and start the on-
boarding process. This lends itself to key
personal data being inadvertently not
updated or typos made when real personal
data is entered.
280
$175
WBS.15-1.1
Develop Oracle API to import the required
data elements into the Oracle HR system.
40
$175
WBS.15-2
Design, Develop and Implement
240
$175
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
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16
Automate the generation
of Employee Number
Today a log is kept and the Employee
Number is manually assigned. This will
automate this process and system generate
the next available Employee Number when
a new employee is entered into the Oracle
HR system.
40
$175
WBS.16-1
Design, Develop and Implement
40
$175
17
Analyze impact to current
Interfaces based on a
Position
Control
implementation
All interfaces from/to the Oracle HR system
will need to be analyzed to ensure that the
changes made do not adversely impact or
break existing interface data feeds.
40
$60
WBS.17-1
Address interface changes based on a
Position Control implementation
40
$60
18
Enhance Oracle HR data
entry screens. Remove
Tabs, Buttons and Data
Fields from the Oracle HR
Position, Employee and
Assignment screens.
This will improve data entry, and screen
navigation, by removing items that are not
used by the COC.
120
$175
WBS.18-1
Design, Develop and Implement
120
$175
20
When
an
employee
moves
Positions,
end-
date
all
of
their
Assignment
and
Allowance
Pays.
Generate an email Alert
to the Supervisor to have
them
reinitiate
the
appropriate Assignment
and Allowance Pays.
This
will
eliminate
the
issue
with
Overpayments because Assignment and
Allowance Pays are not being addressed
timely.
40
$175
WBS.20-1
Design, Develop and Implement
40
$175
21
Create Position Control
"Super
Users"
in
the
Departments
These designee's will have the ability to
move a Position, within a given Cost Center,
in the COC POSITION HIERARCHY. If the
position is moving from one Parent position
to another Parent position, and no other
change (e.g., PCN, Job Class, Cost Center) to
the position is occurring, then this will allow
Departments to address simple position
moves due to changes in reporting structure
quickly and efficiently.
16
$175
WBS.21-1
Design, Develop and Implement
16
$175
22
The Manager View screen
will
be
enhanced
to
display position status
(e.g., Obligated, Detail,
etc.)
Modify the screen view to include two or
three fields specific to position Status:
Detail,
Dual
Occupancy,
Progression,
Position
Swap,
Grant,
Non-Budgeted
Position, Temporary, Underfill, Regular Part
Time.
40
$175
WBS.22-1
Design, Develop and Implement
40
$175
23
Develop
OBI
Reports
based on Implementation
Choice
The COC Oracle HR System has been
implemented
and
maintained
with
a
Position Control Type numbering system,
which would allow for Position Control
reports to be generated.
40
$175
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
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WBS.23-1
Design, Develop and Implement
40
$175
Total
1596
$279,300
ADDITIONAL SERVICES
The Contractor may provide other related services upon request from the City.
Work Dependencies and Assumptions
Contractor’s ability to meet project expectations are dependent upon various events,
accomplishments and assumptions that are the responsibility of City, including, but not solely,
the items listed in the above Deliverables sections and the following.
Customer Prerequisites
•
City is requesting an external resource that is both proficient in E-Business Suite and
functional Human Resource practices to work with City business users in successfully
accomplishing project requirements. This resource requirement is key to the professional
services request as without such a resource the purpose of the request would be defeated.
•
The establishment and maintenance of position control features and functionality are in
good working order of a fully configured and functional application environment.
•
Full remote access to all needed account credentials for the software. The inability to
provide said account credentials in a timely manner could result in additional services time in
direct proportion to the delays encountered regardless of whether the access delays are
caused by the City or by the City’s application host provider.
•
All hardware and network performance issues will be resolved by City.
•
City of Chandler confirms that work can be conducted via VPN connection with US based
resources.
Resources
•
Position control work to be conducted by vendor in TEST environment and validate
without City resources. Vendor to document and share results with City resources to
duplicate in PROD environment.
•
City and Contractor will work as one complete team with all resources contributing as
necessary towards project objectives.
•
City will devote knowledgeable resources to answer questions and provide password
access to required applications.
•
City will provide resources to manage the infrastructure (hardware / networks), data
sources, and query tool.
•
Should City resources not be available as defined here, Contractor and City will jointly
evaluate the timeline and budget implications and process any adjustments via the
change order process.
Additional Project Assumptions
•
City will be responsible for all business level data validation, configuration testing and
User acceptance testing. Contractor will be able to provide issues-based support during
this activity.
•
Technical contractor will provide documentation on position control set-up, configuration
changes and report settings.
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
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Change Order Procedure
Changes to requirements associated to milestones that are not configured or is aligned to
another payment milestone requires a Change Order with signature approval from both parties
prior to making changes.
Changes to requirements or stated project scope requires adhering to the change order
procedures, change request process and completion and approval of the change request form.
The change order procedure will be utilized to manage all material changes to the project and
must be approved by both the City and Contractor. The procedure is designed to capture all
requests for change including, but not limited to, Specificity Schedules, which are updated
monthly on a running two month time period after the Discovery Process, while at the same
time ensuring that the decisions are traceable and made at the correct level. Either the City or
the Contractor can raise a change request to the Agreement. The Change Request/Order (CR)
or will identify the business reasons for the change and define the impacts whether the change
is made or not.
Change Management ensures that:
• Project baselines are established for approved changes
• Each CR is identified and managed efficiently
• The Parties’ Project Managers are able to accurately communicate the status of each CR to
their respective constituents.
• Parties’ Project Managers can monitor, approve, defer or withdraw changes proposed to
the Agreement, expenditures, and Scope of Work.
• The Parties’ Project Managers make decisions which are fully informed as to impact as well
as close to the time when the conditions that lead to the proposed change are recent and
ascertainable.
Change Management is specifically designed to eliminate ‘scope creep’ within the project. As
changes are identified and implemented the effects on the business community and other
people associated with the new system will need to be assessed and the impact evaluated. This
impact will need to be managed though the Change Management procedures and mitigated via
relevant communications to, and training of, the affected users and personnel.
Change Order Process
The following change order procedure shall be adopted for all changes to the project. The
Project Management Team, consisting of the Organization and the Consultant project managers
will have accountability for the Change Order Procedure and the delegated authority for
approving changes.
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
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Change Order Process
The following diagram depicts how changes will be managed within this project.
Change Order Procedure and Process Definitions:
Change Identified and Documented: A Change is usually initiated via the Change Order. When
a request is deemed to be a change, the Project Manager enters this change process.
Change Owner Assigned: Through project meeting discussions, a single Change Owner is
identified (normally a Project Manager). This person speaks to the change, ensures it is analyzed
by the appropriate team members and works through any approval processes to determine
final disposition.
Change Logged: An Access database will be established to control/log changes. The Project
Manager logs a new change into the database where the change is given a control number.
Included in this document is a copy of the Change form showing the information collected.
Change Communicated to Impacted Team Members: The Project Manager will ensure that
each new Change is communicated (electronically where possible) to all impacted team
members. The Change Owner will determine who these people are.
Change
Identified/
Documented
Owner
Assigned
Change
Logged
Change
Communicate
d to Impacted
PM's
Change
Impact
Assessed &
Documented
Project
Schedule
Impacted?
Project
Costs
Impacted?
Approval for
Schedule
Adjustment
Approval for
Cost
Adjustment
Approval
Received?
Schedule &
Implement
Change
Project Managers
Project Specialist
Project Managers
Change
Deferred/
Cancelled
Y
Y
Y
N
N
N
Regular
Status
Update
Regular
Status
Review
Project Specialist
Project Managers
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Change Impact Assessed and Documented: Each Project Manager is responsible for analysis
of any change that may impact their project deliverables. Impact is documented in the Change
database.
Project Schedule Impacted: If the change impacts the Project Schedule, the Change must
receive City approval.
Project Costs Impacted: If the Change impacts project costs, the change must receive City
approval.
No Cost/Schedule Impact: If the change does not result in any revisions to either costs or
schedules, the change must receive City approval.
Schedule and Implement Change: If all necessary approvals are received (or none were
required), the change is scheduled and implemented. If the project schedule is impacted, a new
revised project schedule is created.
Change Deferred/Cancelled: If the change is not approved, the reasons are to be documented
and it will be cancelled or deferred until after the project is completed.
Regular Status Update: Project Managers must be provided with any new information related
to Change Status so that the database is kept current and the Change Summary form reflects
current information. Project Managers will create a Change Summary report on request only.
Regular Status Review: Review of the ongoing status of changes is a mandatory item on each
project management meeting agenda.
Neither Party will charge the other for the consideration of CRs. The completed response will be
returned to the Project Management Team. Appropriate approval shall be sought for the
change and if necessary the CR may be recommended to the Project Steering Committee for
final acceptance.
Each change request will be:
• Approved for inclusion in the project, where the impact on the current phase is outlined
and approved as part of the CR
• Approved for inclusion in a future phase, where the impact on the future phase is outlined
and approved as part of the CR
• Rejected and Closed
Both Parties shall work in good faith to review and approve or reject any such CRs within a
reasonable period of time, typically no more than five Working Days, or as mutually agreed by
the parties, from the return of the ‘investigated’ CR. If accepted, the CR shall be henceforth
termed a “Change Order” and the change in work-scope, Statement of Work, fees and payment
schedule shall become immediately effective.
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
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Sample Change Request
CR Number
CR Name
Project Name
Date Submitted
Project Manager / Owner
Resolution Needed By
Date
Client Name
the Organization
Requested By
Change Request Type
[ ] New Requirement
[ ] Requirement Change
[ ] Scope / Resource
Change
[ ] SOW Clarification
Priority
[ ] High [ ] Medium [ ] Low
Business Description
Business Drivers / Change Description: (Information that needs to be detailed on
additional pages should be attached and labeled with CR Number.)
Change Benefits and
Justification
Initial Disposition
Disposition
Reason if not approved
Signature
Date
[ ] Accepted & forwarded to
Project Manager for review
[ ] Future Enhancement
[ ] Rejected
Analysis Information
Proposed Resolution
Approach:
Effort Impact
[ ] Yes [ ] No (Provide explanation)
Schedule Impact
[ ] Yes [ ] No (Provide explanation)
Cost Impact
[ ] Yes [ ] No (Provide explanation)
Resource Impact
[ ] Yes [ ] No (Provide explanation)
Impact if NOT Approved
(Schedule, Cost, Quality)
(Provide explanation)
Final Disposition
Change Order Status
[ ] Approved
[ ] Rejected
[ ] Future Enhancement
Change Order Reason, if not
approved
Approvals
Title
Name
Signature
Date
the Organization Project
Manager
the Consultant Project
Manager
the Consultant Vice
President
000
$0.00
Chargeable Hours
Rate
Amount
000
000
Non-Chargeable Hours
Total Hours
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
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EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES
Contractor will track time for all Contractor staff for time spent on this project and will obtain
approval prior to submitting any invoice. Hours will be tracked in half-hour increments and will
be sent to City on a weekly basis. The rate for services provided is $175 per hour.
DocuSign Envelope ID: B56841D7-FEAB-4396-A617-E9A56E7E6E7E
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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.
D.
Professional Liability. If the Agreement is the subject of any professional services or
work performed by the Contractor, or if the Contractor engages in any professional
services or work adjunct or residual to performing the work under this Agreement,
the Contractor must maintain Professional Liability insurance covering errors and
omissions arising out of the work or services performed by the Contractor, or
anyone employed by the Contractor, or anyone whose acts, mistakes, errors and
omissions the Contractor is legally liable, with a liability limit of $1,000,000 each
claim and $2,000,000 all claims. In the event the Professional Liability insurance
policy is written on a “claims made” basis, coverage must extend for three years
past completion and acceptance of the work or services, and the Contractor, or its
selected Design Professional will submit Certificates of Insurance as evidence the
required coverage is in effect. The Design Professional must annually submit
Certificates of Insurance citing that the applicable coverage is in force and contains
the required provisions for a three year period.
E.
Technology Errors and Omissions Liability including Network Security and Privacy
Liability
For Contracts under $500,000
Minimum Limits:
Per Loss
$ 3,000,000
Aggregate
$ 3,000,000
For Service Contracts over $500,001
Minimum Limits:
Per Loss
$ 5,000,000
Aggregate
$ 5,000,000
The policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Services of this contract.
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In the event that the professional liability insurance required by this Contract is
written on a claims-made basis, Contractor warrants that any retroactive date under
the policy shall precede the effective date of this Contract; and that either
continuous coverage will be maintained or an extended discovery period will be
exercised for a period of two years beginning at the time work under this Contract
is completed.
If such insurance is maintained on an occurrence form basis, Contractor shall
maintain such insurance for an additional period of one year following termination
of Contract. If such insurance is maintained on a claims-made basis, Contractor shall
maintain such insurance for an additional period of three years following
termination of the Contract.
If Contractor contends that any of the insurance it maintains pursuant to other
sections of this clause satisfies this requirement (or otherwise insures the risks
described in this section), then Contractor shall provide proof of same.
The insurance shall provide coverage for the following risks
a. Liability arising from theft, dissemination and / or use of confidential information
(a defined term including but not limited to bank account, credit card account,
personal information such as name, address, social security numbers, etc.
information) stored or transmitted in electronic form
b. Network Security Liability arising from the unauthorized access to, use of or
tampering with computer systems including hacker attacks, inability of an
authorized third party, to gain access to your services including denial of service,
unless caused by a mechanical or electrical failure
c. Liability arising from the introduction of a computer virus into, or otherwise
causing damage to, a customer’s or third person’s computer, computer system,
network or similar computer related property and the data, software, and
programs thereon.
Additional Requirements:
a. The policy shall provide a waiver of subrogation
Additional Policy Provisions Required.
A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must
be declared and approved by the City. If not approved, the City may require 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
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shall be in excess of the coverage provided by the Contractor and must not
contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
4. Coverage provided by the Contractor must not be limited to the liability
assumed under the indemnification provisions of this Agreement.
5. The policies must contain a severability of interest clause and waiver of
subrogation against the City, its officers, officials, agents, and employees, for
losses arising from Work performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for a
minimum period of three years following completion and acceptance of the
Work. The Contractor must submit a Certificate of Insurance evidencing
Commercial General Liability insurance during this three year period containing
all the Agreement insurance requirements, including naming the City of
Chandler, its agents, representatives, officers, directors, officials and employees
as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but
this acceptance and reliance will not waive or alter in any way the insurance
requirements or obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement,
the Contractor must forward renewal or replacement Certificates to the City
within ten days after the renewal date containing all the required insurance
provisions.
2. Each insurance policy required by the insurance provisions of this
Contract/Agreement shall provide the required coverage and shall not be
suspended, voided or canceled except after 30 days prior written notice has
been given to the City, except when cancellation is for non-payment of premium,
then ten days prior notice may be given. Such notice shall be sent 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:
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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
City Ownership of Project Documents. All work products (electronically or manually generated)
including, but not limited to: plans, specifications, cost estimates, tracings, studies, design
analyses, original drawings, Computer Aided Drafting and Design (CADD) file diskettes which
reflect all final drawings, and other related documents which are prepared in the performance of
this Agreement (collectively referred to as "Documents") are to be and remain the property of the
City and are to be delivered to the City Representative before the final payment is made to the
Contractor. In the event these Documents are altered, modified or adapted without the written
consent of the Contractor, which consent the Contractor shall not unreasonably withhold, the City
agrees to hold the Contractor harmless to the extent permitted by law from the legal liability
arising out of the City's alteration, modification or adaptation of the Documents.
Contractor to Retain Copyrights. The copyrights, patents, trade secrets or other intellectual
property rights associated with the ideas, concepts, techniques, inventions, processes or works of
authorship developed or created by the Contractor, its subcontractors or personnel, during the
course of performing this Agreement or arising out of the Project shall belong to the Contractor.
License to City for Reasonable Use. With this Agreement, the Contractor and its subcontractors
hereby grant a license to the City, its agents, employees, and representatives for an indefinite
period of time to reasonably use, make copies, and distribute as appropriate the Documents,
works or deliverables developed or created as a result of the Project and this Agreement. This
license also includes the making of derivative works. In the event that the derivative works require
the City to alter or modify the Documents, then the provisions of this section apply.
Offshore Performance of Work Prohibited. Due to security and identification protection
concerns, direct Services under this Contract must be performed within the borders of the
United States. Any Services that are described in the scope of work that directly serve the City
and may involve access to secure or sensitive data or personal client data or development or
modification of software for the City must be performed within the borders of the United States.
Notwithstanding anything to the contrary, and unless stated otherwise in the scope of work, this
definition does not apply to indirect or "overhead" services, redundant back-up services, or
services that are incidental to the performance of this Contract.
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