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City Clerk Document No.
City Council Meeting Date: September 22, 2022
CITY OF CHANDLER SERVICES AGREEMENT
LEAD SERVICE LINE IDENTIFICATION
CITY OF CHANDLER AGREEMENT NO. PW2-926-4518
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Hazen and Sawyer, a New York Corporation (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 provide lead service line identification consulting services as more fully
described in Exhibit A, which is attached to and made a part of this Agreement by this reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
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SECTION II: CONTRACTOR’S SERVICES
Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.
SECTION 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 365 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 $150,000. Contractor must submit requests for payment for services
approved and accepted during the previous billing period and must include, as applicable, detailed
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a
list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment
plus similar narrative and listing of their work. Payment for those services negotiated as a lump sum
will be made in accordance with the percentage of the work completed during the preceding billing
period. Services negotiated as a not-to-exceed fee will be paid in accordance with the work
completed on the service during the preceding month. All requests for payment must be submitted
to the City for review and approval. The City will make payment for approved and accepted services
within 30 days of the City’s receipt of the request for payment. Contractor bears all responsibility
and liability for any and all tax obligations that result from Contractor’s performance under this
Agreement.
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
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this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
immediately after receiving such notice, the Contractor must discontinue advancing the work
specified under this Agreement. Upon such termination, abandonment, or suspension, the
Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
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there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (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,
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employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:
For the City
For the Contractor
Name: Raquel McMahon
Name: Curt Courter
Title: Procurement Officer Title: Associate Vice President
Address: 175 S. Arizona Ave. Address: 1400 E. Southern Ave, Ste. 340
Chandler, AZ 85225 Tempe, AZ 85282
Phone: 480782-2407 Phone: 480-465-4504
Email: raquel.mcmahon@chandleraz.gov Email: ccourter@hazenandsawyer.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.).
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5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and 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
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Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.
5.22 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.
5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.
5.24 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.
5.25 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
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Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.
5.26 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
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subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.
5.27 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.
5.28 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
5.29 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.
5.30 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.
5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.
5.32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
5.33 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.34 Delivery. All prices are F.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
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and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.
5.37 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.39 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.
5.40 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.
If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.
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5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and
regulations.
5.42 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.
5.43 Warranties. Contractor must furnish a one-year warranty on all work and services
performed under this Agreement. Contractor must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Contractor,
subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Contractor (including,
but not limited to, all parts and labor) at Contractor’s sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to the City on or before the
City’s final acceptance of Contractor’s services under this Agreement.
5.44 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.
5.45 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.
5.46 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget.
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Associate Vice President
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EXHIBIT A TO AGREEMENT
SCOPE OF WORK
Introduction
Contractor will provide services associated with the development of a lead service line
inventory for compliance with the USEPA’s Revised Lead and Copper rule.
The City of Chandler has a population of approximately 275,987 (Census, April 1, 2020), and
is in Maricopa County, Arizona, with about 90,000 potable water service connections. There
is no indication that the City has any lead service lines, however there are approximately
30,000 structures built prior to Arizona’s ban on the use of lead water lines in 1988, consisting
of potentially unknown materials that need to be identified.
Task 1: Project Management and Coordination
Project Management and Coordination Activities. Consultant will prepare and distribute
monthly progress reports to the City throughout the course of the project. The progress
reports will summarize the work that has been completed during the reporting period and
updated work schedules if necessary. These reports will be delivered along with monthly
invoices.
Kickoff Meeting and Progress Meetings. Consultant will conduct a kickoff meeting and
thereafter, monthly progress meetings with City staff to discuss issues/elements of the
project and provide updates. Meetings may be conducted in person or virtual and will be ~1
hour long. Meeting agendas will be prepared and distributed prior to the meeting and
meeting minutes will be distributed following the meetings.
Project Execution Plan. Consultant will prepare an Execution Plan for the project and
distribute to all project team members. This work plan will include the project purpose and
objectives, scope of work, project delivery schedule, deliverables, budget, organization chart,
documents management system and communication plan.
QA/QC. Consultant will provide quality assurance and quality control including the following
major features:
•
All deliverables will be reviewed by a senior member of the team that was not
involved with the preparation of the deliverable.
•
Internal comments/reviews will be tracked and will include a follow up step to
confirm that all the comments have been properly addressed.
Deliverables:
•
Meeting agenda, minutes, and updated work schedules.
•
Project Execution Plan, including project schedule with major tasks and key
milestones.
•
Monthly progress reports and invoices.
Proposed Timeframe:
Total Project completed within 12 months (365 days) from issuance of Notice to Proceed.
Tasks or portions of tasks may be performed simultaneously.
Task 2: Inventory Database Framework
Consultant will develop a water service line database framework to be used to store and
organize the composition of water service lines for both the public and private sides of the
meter. The database framework shall reflect the information requested on the Arizona
Department of Environment Quality (ADEQ) template, Lead and Service Line and Materials
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Inventory. This template can be found on ADEQ’s website.
Each service line, or portion of the service line where ownership is split, must be categorized
accordingly to the ADEQ form, Distribution System Materials Inventory Form (LCR.DSMI) as
follows:
•
Lead Service Line (LSL) – Any portion of pipe that is made of lead, which connects
the water main to the building inlet. A lead service line may be owned by the water
system, owned by the property owner, or both.
•
Galvanized Requiring Replacement (GRR) – a galvanized service line (galvanized
service line means iron or steel piping that has been dipped in zinc to prevent
corrosion and rusting) that is or was, at any time, downstream of a lead service line
or is currently downstream a “Lead Status Unknown” service line. If the water
system is unable to demonstrate the galvanized service line was never downstream
of a lead service line, it must presume there was an upstream lead service line.
•
Lead Status Unknown (LSU) – a service line that has not been identified as an LSL,
GRR, or non-lead. ADEQ specifies three categories of unknown service lines:
o Unknown – Likely Contains Lead: While not known for certain, service lines
the water supply believes are likely to contain lead.
o Unknown – Likely Does Not Contain Lead: While not known for certain,
service lines the water supply believes are not likely to contain lead.
o Unknown – Material (s) Unknown: Service line materials are fully unknown.
Supply has no information regarding the likelihood of lead being present in
the service line.
•
Non-Lead (or by specific material type) – includes service lines composed of
plastic, copper, galvanic pipe confirmed to have never been downstream of lead,
and other pipes without lead. Service lines that have unknown material but are
known not to contain lead, for example it was installed after the State of Arizona
lead ban, can be classified as non-lead without knowing the exact material.
Deliverables:
•
LSL Inventory database Framework
Proposed Timeframe:
•
Within 3 months (91 days) of issuance of Notice to Proceed.
Task 3: Data Collection and Records Review
Consultant will assist City staff in locating, obtaining, and reviewing records that will facilitate
identifying material composition of water service lines. Service line records and documents
could include but not limited to:
•
All construction and plumbing codes, permits, as-builts, and existing records or
other documentation which indicates the service line materials used to connect
structures to the distribution system.
•
All water system records, including distribution system maps and drawings,
historical records on each service connection, meter installation records, historical
capital improvement or master plans, and standard operating procedures.
•
Historical records provided by City Departments and the Chandler Museum.
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•
All inspections and records of the distribution system that indicate the material
composition of the service connections that connect a structure to the distribution
system.
•
Any resource, information, or identification method provided or required by the
State to assess service line material.
•
Records and data already collected by City staff.
•
Contacting and/or interviewing various City staff.
•
Construction dates. Lead in water lines was banned in 1988 by the State of Arizona,
thus lines serving homes/buildings that were built in 1988 or later, can be identified
as Non-Lead.
Deliverables:
•
Data and access request prepared by Consultant to review with City staff.
•
Information that will provide insight into service line materials.
Proposed Timeframe:
•
Completed within 8 months (243 days) from issuance of Notice to Proceed
Task 4: LSL Inventory Database
Consultant will populate service line materials into the database based on available
information collected and reviewed in Task 3. Once the database is updated with
available information, Consultant will perform the following:
•
Identify potential limitations and inaccuracies of the indirect designation approach
that could necessitate additional manual data review or field verification efforts.
•
Identify any significant data gaps that could require field investigation.
•
Develop an LSL inventory technical memorandum with findings and
recommendations for next steps.
Consultant will host a meeting with City staff and management representatives to review
and discuss findings.
Deliverables:
•
Draft and Final LSL Inventory Technical Memorandum
•
~2 hour long in-person meeting
•
Training on how to update Inventory Database
Proposed Timeframe:
•
Within 1 year (365 days) of issuance of Notice to Proceed.
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PRICE PROPOSAL PAGE
Pricing for tasks 1-4 are to include fees to complete all tasks/deliverables listed in the scope
of work for each task.
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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
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“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.
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
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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.
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
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that the insurer reduce or eliminate any deductible or self-insured retentions with
respect to the City, its officers, officials, agents, employees, and volunteers.
1. The Contractor’s insurance must contain broad form contractual liability
coverage.
2. The Contractor's insurance coverage must be primary insurance with
respect to the City, its officers, officials, agents, and employees. Any
insurance or self-insurance maintained by the City, its officers, officials,
agents, and employees shall be in excess of the coverage provided by the
Contractor and must not contribute to it.
3. The Contractor's insurance must apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
4. Coverage provided by the Contractor must not be limited to the liability
assumed under the indemnification provisions of this Agreement.
5. The policies must contain a severability of interest clause and waiver of
subrogation against the City, its officers, officials, agents, and employees,
for losses arising from Work performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for
a minimum period of three years following completion and acceptance of
the Work. The Contractor must submit a Certificate of Insurance
evidencing Commercial General Liability insurance during this three-year
period containing all the Agreement insurance requirements, including
naming the City of Chandler, its agents, representatives, officers, directors,
officials and employees as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City
will reasonably rely upon the Certificate of Insurance as evidence of
coverage but this acceptance and reliance will not waive or alter in any way
the insurance requirements or obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this
Contract/Agreement,
the
Contractor
must
forward
renewal
or
replacement Certificates to the City within ten days after the renewal date
containing all the required insurance provisions.
2. Each insurance policy required by the insurance provisions of this
Contract/Agreement shall provide the required coverage and shall not be
suspended, voided or canceled except after 30 days prior written notice
has been given to the City, except when cancellation is for non-payment of
premium, then ten days prior notice may be given. Such notice shall be
sent directly to Chandler Law-Risk Management Department, Post Office
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Box 4008, Mailstop 628, Chandler, Arizona 85225. If any insurance
company refuses to provide the required notice, the Contractor or its
insurance broker shall notify the City of any cancellation, suspension, non-
renewal of any insurance within seven days of receipt of insurers’
notification to that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to
contain, the following provisions:
1. The Commercial General Liability and Automobile Liability policies are to
contain, or be endorsed to contain, the following provisions: The City, its
officers, officials, agents, and employees are additional insureds with
respect to liability arising out of activities performed by, or on behalf of,
the Contractor including the City's general supervision of the Contractor;
Products and Completed operations of the Contractor; and automobiles
owned, leased, hired, or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional
insureds to the full limits of liability purchased by the Contractor even if
those limits of liability are in excess of those required by this Agreement.
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EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
INTELLECTUAL PROPERTY
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.
Documents to Bear Seal. The Contractor and its subcontractors shall endorse by professional
seal all plans, works, and deliverables prepared by each for this Agreement as required by
state law
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.
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Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the
City immediately. A new badge application or key issue form shall be completed and
submitted along with payment of the applicable fees prior to issuance of a new badge or key.
Return of Badges or Keys. All badges and keys are the property of the City and must be
returned to the City within one business day of when the Contract Worker's access to a City
facility is no longer required to furnish the services under this Agreement. Contractor shall
collect a Contract Worker's badge and key(s) upon the termination of the Contract Worker's
employment; when the Contract Worker's services are no longer required at the particular
City facility(s); or upon termination, cancellation or expiration of this Agreement.
Contractor's default under this Section shall include, but is not limited to the following: (1)
Contract Worker gains access to a City facility(s) without the proper badge or key; (2) Contract
Worker uses a badge or key of another to gain access to a City facility; (3) Contract Worker
commences services under this Agreement without the proper badge, key or Background
Screening; (4) Contract Worker or Contractor submits false information or negligently
submits wrong information to the City to obtain a badge, key or applicable Background
Screening; or (5) Contractor fails to collect and timely return Contract Worker's badge or key
upon termination of Contract Worker's employment, reassignment of Contract Worker to
another City facility or upon the expiration, cancellation or termination of this Agreement.
Contractor acknowledges and agrees that the access control, badge and key requirements
in this Section are necessary to preserve and protect public health, safety and welfare.
Accordingly, Contractor agrees to properly cure any default under this Section within three
business days from the date notice of default is sent by the City. The parties agree that
Contractor's failure to properly cure any default under this Section shall constitute a breach
of this Section. In addition to any other remedy available to the City at law or in equity,
Contractor shall be liable for and shall pay to the City the sum of $1,000.00 for each breach
by Contractor of this Section. The parties further agree that the sum fixed above is
reasonable and approximates the actual or anticipated loss to the City at the time and
making of this Agreement in the event that Contractor breaches this Section. Further, the
parties expressly acknowledge and agree to the fixed sum set forth above because of the
difficulty of proving the City's actual damages in the event that Contractor breaches this
Section. The parties further agree 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
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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 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.
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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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