Titan Agreement

City Clerk Document No.  
 
 
 
 
 
City Council Meeting Date: December 8, 2022 
 
 
 
CITY OF CHANDLER SERVICES AGREEMENT 
CITY FACILITIES DISASTER RECOVERY AND REMEDIATION 
CITY OF CHANDLER AGREEMENT NO. FF2-926-4522 
 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona 
municipal corporation (City), and Titan Restoration of AZ, LLC, an Arizona limited liability Company 
(Contractor), (City and Contractor may individually be referred to as Party and collectively referred to as 
Parties), made  
  
             , 2022 (Effective Date). 
 
RECITALS 
 
A. On or about August 4, 2022, the City issued a solicitation for disaster recovery and remediation 
services. Under the solicitation, the City proposes to enter into four related agreements to disaster 
recovery and remediation services in various amounts for the prices set forth in each disaster recovery 
and remediation services agreement. Although the amount and type of disaster recovery and 
remediation services purchased by the City may vary, the total sum for all four disaster recovery and 
remediation services agreements must not exceed $250,000.  
 
B. City proposes to purchase disaster recovery and remediation services from Contractor as more fully 
described in Exhibit A, which is attached to and made a part of this Agreement by this reference. 
 
C. Contractor is ready, willing, and able to provide the goods or services described in Exhibit A for the 
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part of this 
Agreement by this reference. 
 
D. City desires to contract with the Contractor to provide these goods or services under the terms and 
conditions set forth in this Agreement. 
 
AGREEMENT 
 
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this 
Agreement, City and Contractor agree as follows: 
 
SECTION I: DEFINITIONS 
 
For purposes of this Agreement, the following definitions apply: 
Agreement means the legal agreement executed between the City and the Contractor 
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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 in accordance with Exhibit A to the City’s satisfaction within the terms and 
conditions of this Agreement and within the care and skill that a person who provides similar goods 
services in Chandler, Arizona exercises under similar conditions. All goods or services furnished by 
Contractor under this Agreement must be performed in a skilled and workmanlike manner.   Unless 
authorized by the City in writing, all fixtures, furnishings, and equipment furnished by Contractor as part 
of the goods or services under this Agreement must be new, or the latest model, and of the most suitable 
grade and quality for the intended purpose of the goods or services.  
 
SECTION III: PERIOD OF SERVICE 
 
Contractor must perform the services described in Exhibit A for the term of this Agreement.  
 
The term of the Agreement is one year, and begins on December 15, 2022, and ends on December 14, 
2023, unless sooner terminated in accordance with the provisions of this Agreement. The City and the 
Contractor may mutually agree to extend the Agreement for up to four additional terms of one year (s) 
each, or portions thereof. The City reserves the right, at its sole discretion, to extend the Agreement for up 
to 60 days beyond the expiration of any extension term.   
 
SECTION lV: PAYMENT OF COMPENSATION AND FEES 
 
Unless amended in writing by the Parties, Contractor's compensation and fees must not exceed the unit 
prices and amounts as more fully described in Exhibit B for performance approved and accepted by the 
City under this Agreement. Contractor must submit requests for payment for goods or services approved 
and accepted during the previous billing period and must include, as applicable, detailed invoices and 
receipts, a narrative description of the tasks accomplished during the billing period, a list of any 
deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment plus similar 
narrative and listing of their work. Payment for those goods or services negotiated as a lump sum will be 
made in accordance with the percentage of the goods furnished or services completed during the 
preceding billing period. Goods or services negotiated as a not-to-exceed fee will be paid in accordance 
with the goods furnished or services completed during the preceding month. All requests for payment 
must be submitted to the City for review and approval. The City will make payment for approved and 
accepted goods or services within 30 days of the City’s receipt of the request for payment. Contractor bears 
all responsibility and liability for any and all tax obligations that result from Contractor’s performance under 
this Agreement.  
 
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 
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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 goods or services under this Agreement. The City, 
its authorized representative, or any federal agency, reserves the right to audit Contractor's records to 
verify the accuracy and appropriateness of all cost and pricing data, including data used to negotiate this 
Agreement and any amendments. The City reserves the right to decrease the total amount of Agreement 
price or payments made under this Agreement or request reimbursement from the Contractor following 
final contract payment on this Agreement if, upon audit of the Contractor's records, the audit discloses the 
Contractor has provided false, misleading, or inaccurate cost and pricing data. The Contractor will include 
a similar provision in all of its contracts with subcontractors providing goods or services under the 
Agreement Documents to ensure that the City, its authorized representative, or the appropriate federal 
agency, has access to the subcontractors’ records to verify the accuracy of all cost and pricing data. The 
City reserves the right to decrease Contract price or payments made on this Agreement or request 
reimbursement from the Contractor following final payment on this Agreement if the above provision is 
not included in subcontractor agreements, and one or more subcontractors refuse to allow the City to 
audit their records to verify the accuracy and appropriateness of all cost and pricing data. If, following an 
audit of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate 
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the Contractor 
will be liable for reimbursement of the reasonable, actual cost of the audit. 
 
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a substantial 
change in this Agreement, thereby materially increasing or decreasing the scope of work, cost of goods, 
cost of performance, or Project schedule, the goods or services will be performed as directed by the City. 
However, before any modified work is started, a written amendment must be approved and executed by 
the City and the Contractor. Such amendment must not be effective until approved by the City. Additions 
to, modifications, or deletions from this Agreement as provided herein may be made, and the 
compensation to be paid to the Contractor may accordingly be adjusted by mutual agreement of the 
Parties. It is distinctly understood and agreed that no claim for extra work done or materials furnished by 
the Contractor will be allowed by the City except as provided herein, nor must the Contractor do any work 
or furnish any materials not covered by this Agreement unless such work is first authorized in writing. Any 
such work or materials furnished by the Contractor without prior written authorization will be at 
Contractor's own risk, cost, and expense, and Contractor hereby agrees that without written authorization 
Contractor will make no claim for compensation for such work or materials furnished. 
 
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full performance 
of the covenants contained herein, except that the City reserves the right, at its discretion and without 
cause, to terminate or abandon any purchase or service provided for in this Agreement, or abandon 
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any portion of the Project for which the Contractor has performed. In the event the City abandons or 
suspends the purchase or services, or any part of the purchase or services as provided in this 
Agreement, the City will notify the Contractor in writing and immediately after receiving such notice, 
the Contractor must discontinue advancing the work specified under this Agreement. Upon such 
termination, abandonment, or suspension, the Contractor must deliver to the City all drawings, plans, 
specifications, special provisions, estimates and other work entirely or partially completed, together 
with all unused materials supplied by the City. The Contractor must appraise the goods or services 
Contractor has completed and submit Contractor's appraisal to the City for evaluation. The City may 
inspect the Contractor's goods or services to appraise the status completed. The Contractor will 
receive compensation in full for goods provided or services performed to the date of such 
termination. The fee will be paid in accordance with Section IV of this Agreement, and as mutually 
agreed upon by the Contractor and the City. If there is no mutual agreement on payment, 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. 
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5.6 Insurance Requirements. Contractor must procure insurance under the terms and conditions and 
for the amounts of coverage set forth in Exhibit C against claims that may arise from or relate to 
performance of the work under this Agreement by Contractor and its agents, representatives, 
employees, and subcontractors. Contractor and any subcontractors must maintain this insurance 
until all of their obligations have been discharged, including any warranty periods under this 
Agreement. These insurance requirements are minimum requirements for this Agreement and in no 
way limit the indemnity covenants contained in this Agreement. The City in no way warrants that the 
minimum limits stated in Exhibit C are sufficient to protect the Contractor from liabilities that might 
arise out of the performance of the work under this Agreement by the Contractor, the Contractor’s 
agents, representatives, employees, or subcontractors. Contractor is free to purchase such additional 
insurance as may be determined necessary. 
 
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such other 
duly executed documents as may be reasonably requested by the City to implement the intent of this 
Agreement. 
 
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and will be 
deemed to have been duly given and received either (a) on the date of service if personally served on 
the party to whom notice is to be given, or (b) on the date notice is sent 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:  Saranna Davidson 
Name:  Kaleb Threlkeld 
Title:  Procurement Officer 
Title:  Risk Response Director 
Address:  175 S. Arizona Ave., 3rd Floor 
Address:  5515 E. Redmont Circle 
Chandler, AZ 85225 
Mesa, AZ 85215 
Phone:  480-782-2406 
Phone:  480-649-5050 
Email:  saranna.davidson@chandleraz.gov 
Email:  kaleb@titan911.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 
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willful or negligent errors, omissions, or acts that may be discovered. The fact that the City has 
accepted or approved the Contractor's work will in no way relieve the Contractor of any of Contractor's 
responsibilities. 
 
5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's 
payments up to the amount equal to the claims the City may have against the Contractor until such 
time that a settlement on those claims has been reached. 
 
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to 
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.). 
 
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent 
contractor. Any provisions in this Agreement that may appear to give the City the right to direct the 
Contractor as to the details of accomplishing the work or to exercise a measure of control over the 
work means that the Contractor must follow the wishes of the City as to the results of the work only. 
These results must comply with all applicable laws and ordinances. 
 
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must assign 
to the City the key personnel that will be involved in furnishing goods or performing services 
prescribed in the Agreement. The City may acknowledge its acceptance of such personnel to furnish 
goods or perform services under this Agreement. At any time hereafter that the Contractor desires to 
change key personnel while performing under the Agreement, the Contractor must submit the 
qualifications of the new personnel to the City for prior approval. The Contractor will maintain an 
adequate and competent staff of qualified persons, as may be determined by the City, throughout the 
performance of this Agreement to ensure acceptable and timely completion of the Scope of Work. If 
the City objects, with reasonable cause, to any of the Contractor's staff, the Contractor must take 
prompt corrective action acceptable to the City and, if required, remove such personnel from the 
Project and replace with new personnel agreed to by the City. 
 
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for approval 
the names of subcontractors to be used under this Agreement. Any subsequent changes are subject 
to the City’s written prior approval. 
 
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act required 
under this Agreement by reason of acts of God or other cause beyond the control and without fault 
of the Party (financial inability excepted), performance of that act may be excused, but only for the 
period of the delay, if the Party provides written notice to the other Party within ten days of such act. 
The time for performance of the act may be extended for a period equivalent to the period of delay 
from the date written notice is received by the other Party. 
 
5.18 Compliance with Federal Laws. Contractor understands and acknowledges the applicability of 
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug 
Free Workplace Act of 1989 to it. The Contractor agrees to comply with these laws in performing this 
Agreement and to permit the City to verify such compliance. 
 
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5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not 
currently engaged in, and agrees for the duration of the Agreement, not to engage in a boycott of 
Israel as defined by state statute. 
 
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to any 
contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, 
Contractor agrees Contractor and each subcontractor it uses warrants their compliance with all 
federal immigration laws and regulations that relate to their employees and their compliance with§ 
23-214, subsection A. A breach of this warranty will be deemed a material breach of the Agreement 
and may be subject to penalties up to and including termination of the Agreement. City retains the 
legal right to inspect the papers of any Contractor’s or subcontractor’s employee who provides goods 
or services under this Agreement to ensure that the Contractor and subcontractors comply with the 
warranty under this provision. 
 
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 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor certifies 
and agrees Contractor does not currently use and will not use for the term of this Agreement: (i) the 
forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any goods or services produced 
by the forced labor of ethnic Uyghurs in the People's Republic of China; or (iii) any contractors, 
subcontractors or suppliers that use the forced labor or any goods or services produced by the forced 
labor of ethnic Uyghurs in the People's Republic of China. 
 
5.23 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. 
 
5.24 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. 
 
5.25 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 
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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. 
 
5.26 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 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. 
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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. 
 
5.27 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. 
 
5.28 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. 
 
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must survive 
the completion or termination of this Agreement. 
 
5.30 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.  
 
5.31 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. 
 
5.32 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. 
 
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5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement 
is hereby expressly made of the essence. 
 
5.34 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. 
 
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights or 
benefits in the Agreement to anyone other than the City and the Contractor, and all duties and 
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of 
City and the Contractor and not for the benefit of any other party. 
 
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler codes, 
ordinances, and requirements as outlined in this Agreement. If there is a conflict in interpretation 
between provisions in this Agreement and those in the Exhibits, the provisions in this Agreement 
prevail. 
 
5.37 Document/Information Release. Documents and materials released to the Contractor, which are 
identified by the City as sensitive and confidential, are the City’s property. The document/material 
must be issued by and returned to the City upon completion of the services under this Agreement. 
Contractor’s secondary distribution, disclosure, copying, or duplication in any manner is prohibited 
without the City’s prior written approval. The document/material must be kept secure at all times. This 
directive applies to all City documents, whether in photographic, printed, or electronic data format.  
 
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by 
reference: 
 
  
 
 
Exhibit A - Project Description/Scope of Work 
Exhibit B - Compensation and Fees 
Exhibit C - Insurance Requirements 
Exhibit D - Special Conditions  
 
5.39 Special Conditions. As part of the goods furnished or the services Contractor provides under this 
Agreement, Contractor agrees to comply with and fully perform the special terms and conditions set 
forth in Exhibit D, which is attached to and made a part of this Agreement. 
 
5.40 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. 
 
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If required to provide services on a school district property at least five times during a month, 
Contractor will submit a full set of fingerprints to the school of each person or employee who may 
provide such service.  The District will conduct a fingerprint check in accordance with A.R.S. 41-1750 
and Public Law 92-544 of all Contractors, subcontractors or vendors and their employees for which 
fingerprints are submitted to the District. Additionally, the Contractor will comply with the governing 
body fingerprinting policies of each individual school district/public entity.  Contractor, sub-
contractors, vendors and their employees will not provide services on school district properties until 
authorized by the District. 
 
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.  
The City will not be responsible for any disputes arising out of transactions made by other agencies 
who utilize this Agreement. 
 
5.41 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. Unless otherwise provided in Exhibit D, the Contractor must furnish a one-year 
warranty on all work and services performed under this Agreement. Contractor must furnish, or cause 
to be furnished, a two-year warranty on all fixtures, furnishings, and equipment furnished by 
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 Liens.  The Contractor warrants that the materials supplied under this Agreement are free of liens and 
will remain free of liens. 
 
5.45 Quality.  Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants 
that, for one year after acceptance by the City of the materials, they will be (a) of a quality to pass without 
objection in the trade under the Agreement description, (b) fit for the intended purposes for which the 
materials are used, (c) within the variations permitted by the Agreement and are of even kind, quantity, 
and quality within each unit and among all units, (d) adequately contained, packaged and marked as the 
Agreement may require, and (e) conform to the Contractor’s written promises or affirmations of fact. 
 
5.46 Fitness. The Contractor warrants that any material supplied to City will fully conform to all 
requirements of the Agreement and all the Contractor’s representations, and will be fit for all purposes 
and uses required by the Agreement. 
 
5.47 Inspection/Testing.  The warranties set forth in the Agreement are not affected by the City’s inspection 
or testing of or payment for the materials by the City. 
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5.48 Packing and Shipping.  The Contractor will be responsible for industry standard packing, which 
conforms to requirements of carrier’s tariffs and Interstate Commerce Commission (ICC) regulations.  
Containers must be clearly marked as to lot number, destination, address, and purchase order number.  
 
5.49 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. 
 
5.50 Risk of Loss.  The Contractor will bear all loss of conforming material covered under this Agreement 
until received by authorized personnel at the location designated in the purchase order or Agreement.  
Mere receipt does not constitute final acceptance.  The risk of loss for nonconforming materials will remain 
with the Contractor regardless of receipt. 
 
5.51 Current Products.  All products offered in response to this solicitation will be in current and ongoing 
production; will have been formally announced for general marketing purposes; will be a model or type 
currently functioning in a user (paying customer) environment and capable of meeting or exceeding all 
specifications and requirements set forth in the City’s solicitation. 
5.52 Annual Usage Report.  Upon request, the Contractor will furnish to the City an annual usage report 
delineating the acquisition activity governed by the Agreement.  The format of the report will be approved 
by the City and will disclose the quantity and the dollar value of each agreement item by individual 
purchasing unit. 
5.53 Catalogs/Agreement Price Listing.  As applicable, the Contractor will furnish to all requesting 
departments catalogs at no cost, which will outline agreement prices. 
 
5.54 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. 
 
5.55 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. 
 
5.56 Budget Approval Into Next Fiscal Year.  This Agreement will commence on the Effective Date and 
continue in full force and effect until it is terminated or expires in accordance with the provisions of this 
Agreement.  The Parties recognize that the continuation of this Agreement after the close of the City's fiscal 
year, which ends on June 30 of each year, is subject to the City Council's approval of a budget that includes 
an appropriation for this item as an expenditure.  The City does not represent that this budget item will be 
actually adopted. This determination is solely made by the City Council at the time Council adopts the 
budget. 
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Director of Risk Response

EXHIBIT A  
SCOPE OF WORK 
The Contractor will provide a variety of building and facility disaster recovery and remediation services on 
an as needed, if needed basis, including but not be limited to disaster restoration and recovery, asbestos 
abatement, and microbial remediation. Services may be planned or may be in response to an emergency 
event.  
MINIMUM REQUIREMENTS 
The Contractor will: 
1. Possess a valid State of Arizona Commercial Contractors B-1, B-2, KB-1, KB-2 license and driver’s license.  
2. Be appropriately certified to provide asbestos abatement. 
3. Provide licensed subcontractors as needed for the project scope to supplement Contractor staff for a 
variety of trades. 
4. Provide bonds per project, as may be appropriate for the project. 
5. Maintain licenses in good standing with the Arizona Registrar of Contractors. 
6. Ensure that all work is performed within the scope of its license(s) and in accordance with the rules and 
regulations established by the Registrar of Contractors. 
7. Ensure all subcontractors are appropriately licensed and insured for the services being provided under 
the Contractor. 
8. Provide journeyman-level personnel to perform services when requested by the City.  
 
MICROBIAL REMEDIATION REQUIREMENTS 
The Contractor will: 
1. Provide for the remediation of identified and suspected microbial growth. 
2. Remove microbial damaged building materials. 
3. Provide decontamination services as needed. 
4. Provide replacement or minor remodel services as needed to restore the facility following remediation. 
5. Ensure the proper disposal of waste materials and microbially contaminated materials.  
 
ASBESTOS ABATEMENT REQUIREMENTS 
The Contractor will: 
1.  Provide appropriately certified staff to perform abatement services. 
2.  Provide for the remediation of identified and suspected microbial growth. 
3.  Remove asbestos containing building materials. 
4. Provide decontamination services as needed. 
5. Provide replacement or minor remodel services as needed to restore the facility following remediation. 
6. Ensure the proper disposal of waste materials and asbestos contaminated materials.  
 
DISASTER RESTORATION AND RECOVERY 
The Contractor will: 
1. Respond via telephone within one hour and be on site to commence work within two hours of 
notification by the City in the event of an emergency. 
2. Employ the tools necessary to detect, assess, and document damage. 
3. Provide labor and equipment to immediately begin remediation of water damage to prevent mold and 
indoor air quality issues. 
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4. Provide labor and equipment necessary for timely clean up of identified biohazards and disinfection of 
surfaces.   
5. Provide replacement or minor remodel services as needed to restore the facility following remediation. 
6. Ensure the proper disposal of waste materials and contaminated materials.  
 
SCHEDULING REQUIREMENTS 
1. The Contractor will have the ability to create and manage numerous individual accounts for order 
placement, billing, and reporting purposes. 
2. The Contractor will coordinate all repair/installation schedules with the City’s point of contact before 
beginning work.  
3. The Contractor will be prepared with well-maintained equipment inventory/materials and satisfactory 
transportation for delivery at the work site to meet the customer demand and delivery requirements. 
4. Services will be available 365 days per year. 
5. Labor rates bid will include all direct labor and burden, equipment, small tools, common expendables.  
6. Regular Service means work performed between 6:00 AM to 6:00 PM, Monday through Friday, excluding 
holidays. 
7. After Hours means work performed after 6:00 PM and before 6:00 AM the next morning. 
8. Weekends and Holidays means work performed Saturday, Sunday, or during a holiday. 
a. Due to the nature of public sector agencies, response time for a requested service will be four (4) 
hours (on-site) after Contractor receives request from the City for REGULAR SERVICE, and four (4) 
hour response on-site for calls AFTER HOURS. There will also be a two (2) hour on-site response for 
any call during REGULAR or AFTER HOURS, if requested as an EMERGENCY. 
b. Deviations and exceptions to the hours listed above must be disclosed in offeror’s response if 
offeror is unable to meet these requirements of the contract. Deviations and exceptions may be 
cause for an offeror to be considered non-responsive and/or rejection of the bid. 
 
ORDERING AND PROJECT COMPLETION PROCESS 
The following is a listing of the requirements the ensuing contractor(s) must comply with when completing 
work under this contract: 
1.  Request for Service: The City will notify the contractor of the need for services to include but not limited 
to preventative maintenance, repair, replacement or emergency services. Request for proposal for the 
provision/installation of a specific scope of work will be issued by the City. 
a.  This will be requested at the sole discretion of the City of Chandler and may be requested of multiple 
Contractors. This will not be construed by the Contractor to be a guarantee that the work will be 
awarded to the Contractor.    
b.  At the time of the request, the Contractor will inform the City of Chandler if the Contractor elects to 
decline the request.  The Contractor will provide a written statement stating the reasons for 
declining within 3 business days.        
c. At the time of the request, the City of Chandler and the Contractor will agree on a date and time to 
conduct a pre-proposal inspection at the site of the project.  The pre-proposal inspection will occur 
within 10 business days of the request.  While the City of Chandler will attempt to find a mutually 
agreeable date and time for the pre-proposal inspection, the date and time of the inspection will be 
conducted at the convenience of the City of Chandler.   
d.  Site Visit: Dependent upon the complexity/nature of the project, a predetermined and/or pre-
identified site visit may be held by the City to ensure the contractor(s) are aware of important issues 
regarding the project site conditions, security procedures, work responsibilities, loading and 
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unloading restrictions, etc. to ensure accurate cost estimates. 
e. Project Proposals: After a site review of the project, contractor will submit the project proposal to 
the City within the specified time frame. The submitted project proposal is to be all-inclusive. That 
is, any cost overruns to be absorbed by the Contractor, or cost savings to be additional profit. 
Exceptions to this are changes requested by the City that incur higher project cost and longer delays. 
All change orders to a project must be in writing, referencing the contract number and approved by 
the City prior to authorization to proceed. The Contractor who fails to acquire change orders in 
writing runs the risk of incurring these additional costs without payment. 
f. Purchase Order: Based on the Contractor’s proposal, if acceptable in accordance with contract 
terms and conditions, a purchase order will be issued by the City. 
g. Permits: When required for the project, the Contractor will be responsible for obtaining necessary 
permits. The cost of any permits will be included in the project proposal. 
h. Delivery and Installation: Contractor will notify the City when material has been received and 
provide a proposed project completion date. Installation will start within seven (5) working days 
after material is received. Installations will not start without prior approval of the City’s authorized 
representative. Contractor will assign a supervisor or contact person for each job who has the ability 
to communicate with City’s designated point of contact. 
i. 
Secure all materials and equipment on the site. 
ii. 
Perform all projects in full compliance with specific Project Price Proposal, Preventative 
Maintenance Proposal, Notice to Proceed, emergency repairs estimate, and all relevant 
technical and applicable manufacturer specifications in a good workmanlike manner.    
iii. 
Be fully responsible of the ways, means, methods, techniques, procedures, and for 
performance and enforcement of safety requirements relating to the project.    
iv. 
Comply with all relevant standards and code requirements for erection of structurally 
adequate site, work, street, or other barricading.  Where appropriate and needed, provide 
lighting, including flashing red or amber lights.    
v. 
Conduct work during the hours indicated on the Notice to Proceed.  Work may either be 
conducted during normal business hours, after hours, weekends, or holidays.    
vi. 
Provide a minimum five (5) days’ notice to the City and manufacturer prior to commencing 
any work and notify both parties on a daily basis of any change in work schedule.  
vii. 
Direct and coordinate the work of all subcontractors to create general cooperation between 
trades and facilitate expeditious progress of work.  
viii. 
Confine workers, apparatus, the storage of materials, and operations of his workmen to the 
limits indicated by law, ordinances, permits, or directions of the City representative, and not 
unreasonably encumber the premises with materials or equipment.    
ix. 
Coordinate and schedule in writing after verbal consultation no less than 3 business days in 
advance with the City of Chandler or Electricians any required utility outage and switch-over.  
Include in the advance notice (1) the date and time for the switch over to occur, (2) estimated 
total time of the outage or switch over, (3) identify systems to be impacted by the switch 
over, (4) identify the contractor performing the work.  Any outages or switchovers of utilities 
that may cause impact to the Facility being repaired will be required to be done when the 
building is not occupied.  The City representative will have the final approval of date and time 
of all outages.   
x. 
Prevent access by the public to materials, tools, and equipment.  
xi. 
Complete, to the City’s full satisfaction, all job site clean-up including building interior, 
exterior and landscaping where affected by the construction.  Remove all debris daily from 
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the project site and take to a legal dumping area authorized to receive such materials.  At 
the conclusion of the project, clean the work site of rubbish, litter, and other foreign 
substances.  Sweep paved areas broom clean, remove stains, spills and other foreign 
deposits.   
xii. 
Comply with regulations for safety standards for cleaning.  Do not discharge volatile, harmful 
or dangerous materials into drainage systems.  Remove waste materials from the site and 
dispose of in a lawful manner.  
xiii. 
Coordinate with the City disposition of any extra, left-over material of value remaining after 
completion of the work that will become the City’s property.    
xiv.  
Ensure the regular and periodic inspection, review, and approval by the City of Chandler and 
by the appropriate manufacturer representatives of all phases of work requiring such 
inspection.  
xv.  
Correct, upon the direction of the City of Chandler or manufacturer representative, any work 
or work-related condition, determined by any of the parties to require correction.  
xvi.  
Deliver, 
store 
and 
handle 
products 
in 
accordance 
with 
the 
manufacturer’s 
recommendations, using means and methods that will prevent damage, deterioration and 
loss, including theft.  
xvii.  
Coordinate delivery with installation time to ensure minimum holding time for items that are 
flammable, hazardous, easily damaged, or sensitive to deterioration, theft and other losses.   
xviii. 
Deliver products to the site in the manufacturer’s original sealed container or other 
packaging system, complete with labels and instructions for handling, storing, unpacking, 
protecting and installing.  
xix. 
Inspect products upon delivery to ensure compliance with the Manufacturers’ Standards and 
Requirements, and to ensure that products are undamaged and properly protected.  
xx. 
Comply with manufacturer’s instructions and recommendations for installation of products 
in the applications indicated.   
xxi. 
Request in advance from the City of Chandler electrical and water service for use during the 
project for project-related requirements only.  Electric and water costs will be paid by the 
City, however the Contractor will pay for unanticipated or excessive water usage as 
determined by the City of Chandler.  
 
INVOICING 
1. After completion of services, the Contractor will submit an invoice to the City. All invoicing for Time and 
Materials will include: 
a. Purchase Order number 
b. Terms as per bid 
c. Contract number 
d. Job site name and location 
e. Description of work performed 
f. Total labor hours 
g. Labor rate as per bid 
h. Itemized materials 
i.  Tax on materials only 
j. 
Total 
* 
 Rented equipment charges (submitted with a copy of the invoice from rental firm) will not add 
additional sales tax other than what the rental firm has posted. 
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2. All invoicing for Project work will include: 
a. Purchase order number 
b. Terms as per bid 
c. Contract number 
d. Job site name and location 
e. Project description 
f. Project cost 
g. Change order cost (if applicable) 
3. If change orders have been implemented – must be separately line-itemed priced 
a. Grand total of invoice 
b. Invoicing that does not have all the required information as listed above may be sent back to 
contractor for corrections, delaying payment to Contractor. 
 
PAYMENT AFTER JOB COMPLETION 
1. Payment will not be provided until inspection is completed and an approval signature is provided by 
authorized City representative. In case of non-satisfactory completion of any individual project, the City 
reserves the right to withhold payment as permissible by law. 
2. Progress Payments - Contractor may make progress payments under the following conditions: 
a. City and Contractor agree to the terms of the progress payments prior to issuing a purchase order. 
b. Purchase order describes the amounts or percentages and the dates or frequency of payments. 
c. Payments are made in full compliance with City’s local governing entity rules. 
3. Invoices must be received within 45 days of work or project completion. 
 
DELIVERY 
1. It will be the Contractor’s responsibility to meet the City’s delivery requirements, as called for in the 
Technical Specifications. 
2. Emergency or rush deliveries requested by the City that require special shipping and handling charges 
may be at the City’s expense, but only with prior written approval from the City. Emergency or rush 
shipping charges will be added to an invoice as a separate line item. 
3. In the event emergency or rush delivery is required as the result of a Contractor’s error, all shipping 
and handling charges will be paid by the Contractor. 
4. The City reserves the right to examine freight cost and route shipments with their own contracted 
carrier. 
5. Under no circumstances will the Contractor increase their profit margin through shipping charges. 
 
COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS 
1. All work must comply with EPA, OSHA, and any local regulations in effect at each service occurrence. 
Contractor will adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, 
and Municipal governments. If the Contractor is found to be not in compliance with said Federal, State, 
County, and/or Municipal safety rules, ordinances, policy, procedure, or codes, the Contractor may be 
placed on suspension until such non-compliant issues are rectified. 
2. The Contractor must hold a valid license issued by the State of Arizona Registrar of Contractors prior 
to submission of a proposal and must maintain same throughout the duration of the contract term and 
any subsequent contract extensions. Failure to maintain said license may be grounds for default of the 
contract and subsequent termination. 
3. Prevailing wage laws do not apply unless specified by the City Representative. 
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CONTRACTOR REQUIREMENTS 
1. The Contractor will designate a management or supervisory individual to act as Company 
Representative who will be responsible for and have authority to act in overseeing and supervising 
Contractor Technician(s), be available at the request of the City to inspect work, meet and discuss work, 
resolve performance issues, and to provide technical advice, consultation, or input as requested by the 
City. The Company Representative will be available at all times via telephone and will be able to respond 
within 48 hours to requests for meetings or consultation, and within 2 hours to emergencies as 
determined by the FM Contract representative.    
2. The Contractor will ensure that all Contractor employees and personnel conduct themselves in a 
professional manner, and maintain positive, open, respectful and constructive communication with City 
staff, and the public.  The Contractor will ensure that all employees wear photo identification badges 
that clearly show the Contractor’s company name and the first and last name of the employee.  
Contractor employees must always wear these identification badges while on a City of Chandler job 
site.  
3. Contractor will provide portable restroom facilities for their workers, to be placed on-site as directed 
by the City of Chandler if applicable 
4. The Contractor will ensure that all Contractor employees and personnel, while working at City buildings 
or sites, or otherwise engaged in performing work for the City, are not under the influence of alcohol, 
drugs or other intoxicants, do not engage in any illegal activities, and are not in possession of weapons.  
5. The Contractor will immediately remove at the direction of the City of Chandler, or other City staff, any 
of employee or worker from current and future assignment to work at City buildings or sites in response 
to the City representatives' determination that the Contractor employee is incompetent, abusive, 
disorderly, disrespectful, ineffective, inefficient, in possession of or under the influence of intoxicants 
or narcotics, or in possession weapons.  The City reserves the right to have Contractor employees 
removed with the assistance of contract security or the appropriate law enforcement agency.    
  
OTHER REQUIREMENTS 
1. The Contractor will be knowledgeable of, and obtain any and all licenses, permits, certifications or other 
relevant documents and authorizations required to perform any work under this contract, and provide 
evidence of such to the City of Chandler upon request.    
2. The Contractor will pay any and all taxes, charges and fees that are necessary or required.  
3. The Contractor will provide workmanship that is of the highest professional and industry standard by 
performing all work in strict accordance with any and all applicable codes, work standards, 
manufacturer specifications, and any legal, regulatory or industry requirement or standard.   
4. The Contractor will conduct work in strict adherence to all applicable professional and legal safety 
standards and requirements, particularly any Occupational Safety and Health Administration (OSHA) 
requirements.  
 
MONITORING CONTRACTOR PERFORMANCE  
1. The Contractor will fully and always cooperate with the City of Chandler contract compliance function 
to ensure that the City receives all contracted services, and that the Contractor is paid promptly and 
fully for work performed to the City's satisfaction.    
2. The City of Chandler may utilize any or all of the following steps when monitoring Contractor 
performance.  
a. On-Site Monitoring:  Conduct visual on-site work performance during all projects, using observation, 
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discussion, and technical consultation.    
b. Inspection of Equipment, Parts, Materials, Supplies:  Inspection or testing of any and all equipment, 
parts, materials, supplies, or services provided by the Contractor to verify contact compliance.  
Inspections may be done with the assistance of manufacturer representatives.  
c. Testing of Equipment:  Conduct Independent testing, or have tested by an outside third party, any 
equipment, parts, materials, supplies, installations, repairs, services to verify equipment 
specification and performance.  
d. Independent Inspection or Audit:  Notwithstanding any other audit clause in this contract, the City 
of Chandler may at any time conduct a review, inspection or audit of the Contractor's performance 
related to any contract requirement, independent of any contract compliance activities conducted 
by others.    
e. Informal Discussion:  The City of Chandler will attempt to resolve non-critical contract performance 
issues promptly and informally at the first level through a discussion with on-site Contractor 
technicians.  Matters unresolved will be escalated to the City of Chandler Management.  
f. Reporting Deficient Performance to the Contractor:  The City of Chandler Management will contact 
Contractor, requesting follow-up action to resolve the performance matter.  The City of Chandler 
Management and Contractor may meet to discuss and resolve noted instances of deficient contract 
performance.  The purpose of this step is to informally but promptly give the Contractor the 
opportunity to correct deficient performance.    
g. Unresolved Performance Issues:  Performance issues that have not been fully resolved and 
corrected by the Contractor will be referred to the City of Chandler Procurement Department for 
remedy action.  
 
CITY’S RESPONSIBILITIES  
1. The City of Chandler will designate one or more Representatives to oversee Contractor work.  These 
City Representatives may be present during any projects, to perform certain functions, assisting the 
Contractor as appropriate, monitoring Contractor performance, consult with and be advised by 
manufacturer representatives, review, accept, or decline to accept the work performed by the 
Contractor, and ensure overall contract compliance.    
2.  The City of Chandler designated representative(s) shall:  
a. Serve as the primary City contact(s) for projects and repairs for buildings that are the responsibility 
of their respective department. (Building & Facilities)  
b. Collaborate with the Contractor to develop project specifications  
c. Coordinate on-site pre-project proposals and meet with the Contractor at the project location/site 
on the specified date and time scheduled for commencement of project or repair.    
d. Review, decline, or approve project proposals.  
e. Develop and submit Notices to Proceed for all work.  
f. Provide or coordinate Contractor access to work sites, buildings, yards, etc. to facilitate the work, 
and resolve any unanticipated access issues.  Assign as necessary facility access keys as needed for 
access to the building facilities.  Contractors will bear a financial burden, should keys be lost during 
the construction of a job.  
g. Consult with the Contractor in advance and during the course of all projects to ensure the work 
progresses and is completed to the full satisfaction of the City.  
h. Consult with manufacturer representatives to verify proper product uses and application.  
i. 
Conduct routine and periodic inspections at their convenience of the work of the Contractor at any 
time during the project.    
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j.  Consider any recommendations or suggestions made by the Contractor during the project 
regarding any aspect of the project that may deviate from the approved project specifications or 
notice to proceed and approve or decline to approve any such recommendations or suggestions.  
k. Review, approve, or decline to accept work at any phase of a project, and direct the Contractor to 
correct any deficient processes, products, applications, or other Contractor actions.  
l. 
Act as liaison with primary building contact to inform occupants of the work, minimize disruption to 
public services or the work of building occupants, resolve problems, respond to building occupant 
complaints, inform occupants of actions that may disrupt the work of building occupants or 
interfere with public service (such as electrical shutdown, etc.), and notify occupants of project 
completion.  
m. Provide other assistance to the Contractor as necessary and appropriate to expedite the project.    
  
 
 
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EXHIBIT B  
FEE SCHEDULE 
 
 
Hourly Rates 
 
  
 
 
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Contractor Equipment 
  
 
Commercial Price List 
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EXHIBIT C  
INSURANCE AND INDEMNIFICATION 
 
1. SPECIAL AND HAZARDOUS WASTE INDEMNIFICATION: 
 
Contractor (as “Indemnitor”) agrees to indemnify, defend, save and hold harmless the City of Chandler and 
its officers, officials, agents and employees (as “Indemnitee”) from and against any and all demands, claims, 
complaints, losses, damages, actions or causes of action, assessments, liabilities, costs or expenses 
including, without limitation, interest, penalties and reasonable attorney’s fees and reasonable expenses 
of investigation and remedial work (including investigations and remediation by engineers, environmental 
consultants and similar technical personnel) asserted against or imposed upon or incurred by Indemnitee 
arising in connection with, or resulting from, any Environmental Law, including but not limited to, any use, 
generation, storage, spill, release, discharge or disposal of any Special Waste or Hazardous Waste that is 
now or comes to be located on, at, about or under the property or because of, or in connection with, the 
violation of any Environmental Law (hereinafter collectively referred to as “Claims”) to the extent that such 
Claims are caused by the Fault of the Indemnitor, its officers, officials, agents, employees, contractors, 
volunteers, tenants, subtenants, invitees or licensees. As used in this section: (a) “Special Waste”  or 
“Hazardous Waste” are those substances defined in Exhibit A and include, but are not limited to substances 
defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law and the following 
substances: gasoline, kerosene, or other petroleum products, toxic pesticides and herbicides, volatile 
solvents, materials containing asbestos or formaldehyde, and radioactive materials; (b) “Environmental 
Law” means federal, state or local laws and regulations, including common law, that relate to health, safety 
or environmental protection; and (c) “Fault” means those nonculpable acts or omissions giving rise to strict 
liability under any Environmental Law pertaining to Special Waste, as well as culpable conduct (negligence 
or willful misconduct). In consideration of the award of this Agreement, the Contractor agrees to waive all 
rights of subrogation against the City, its officers, officials, agents, and employees for losses arising from 
the work performed by the Contractor for the City. 
 
2. INSURANCE REQUIREMENTS: 
 
Contractor and subcontractors must procure insurance against claims that may arise from or relate to 
performance of the work hereunder by Contractor and its agents, representatives, employees and 
subconsultants. Contractor and subcontractors must maintain that insurance until all 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 this section are 
sufficient to protect the Contractor from liabilities that might arise out of the performance of the work 
under this Agreement by the Contractor, his agents, representatives, employees or subcontractors and 
Contractor is free to purchase such additional insurance as may be determined necessary.  
 
2.1. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor must provide coverage with limits of 
liability not less than those stated below. An excess liability policy or umbrella liability policy may 
be used to meet the minimum liability requirements provided that the coverage is written on a 
“following form” basis. 
 
2.1.1. Commercial General Liability – Occurrence Form 
 
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Policy must also include coverage for products completed operations, independent 
contractors, personal injury, property damage, and advertising injury. 
 
General Aggregate 
$4,000,000 
Products – Completed Operations Aggregate 
$2,000,000 
Personal and Advertising Injury 
$2,000,000 
Each Occurrence 
$2,000,000 
 
The policy must be endorsed via blanket-form endorsement to include the following as 
additional insureds: "The City of Chandler, its agents, representatives, officers, directors, 
officials, employees, and volunteers This endorsement may not contain an exclusion or 
limitation of completed operations coverage as regards the additional insured except with 
respect to the stated aggregate limits of liability. The policy may not exclude the 
explosion/collapse/underground (“xcu”) hazard. 
 
2.1.2. Automobile Liability 
 
Bodily Injury and Property Damage coverage for any owned, hired, and non-owned vehicles used in 
the performance of this Agreement. 
 
Combined Single Limit (CSL) 
$1,000,000 
 
The policy must via blanket form endorsement contain the “CA 9948” endorsement. The 
policy must also be endorsed to include the following additional insureds:  "The City of 
Chandler its agents, representatives, officers, directors, officials, employees, and volunteers  
 
2.1.3. Worker’s Compensation and Employers’ Liability 
 
 
 
Workers’ Compensation 
Statutory 
 
Employers’ Liability 
 
 
Each Accident 
$1,000,000 
 
Disease – Each Employee 
$1,000,000 
 
Disease – Policy Limit 
$1,000,000 
 
• 
Policy must contain a blanket-form waiver of subrogation endorsement against the City of 
Chandler. 
 
• 
This requirement does not apply when a contractor or subcontractor is exempt under A.R.S. 23-
902(E), AND when such contractor or subcontractor executes the appropriate sole proprietor 
waiver form. 
 
2.1.4. Pollution Legal Liability: 
 
If the Scope of Services in this Agreement requires the acceptance, transport, storage or disposal of 
any hazardous materials or regulated substances, the facility must provide coverage with limits of 
at least: 
 
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Per Incident 
$5,000,000 
Annual Aggregate 
$5,000,000 
 
• 
The policy should be written on an “occurrence” basis with no sunset clause or if written on a 
“claims-made” basis, it must be maintained for a period of not less than eight years with the 
retroactive date to be prior to or held constant with the date of this contract. 
 
• 
Such insurance must name the City of Chandler and its subsidiaries and affiliates as Additional 
Insureds with respect to liability arising out of the activities performed by, or on behalf of the 
Contractor. 
 
• 
The auto liability policy must contain an “MCS-90” endorsement providing for clean-up of 
pollution conditions arising from transported product. 
 
• 
The policy must include coverage for: 
 
o On and off-site cleanup of sudden and gradual pollution conditions arising from the 
Contractor’s facility. 
 
o Third-party claims for on and off-site bodily injury including sickness, disease, mental 
anguish, or shock sustained by any person, including death and medical monitoring costs. 
 
o Third-party claims for property damage including physical injury to or destruction of tangible 
property including the resulting loss of use thereof, cleanup costs and the loss of use of 
tangible property that has not been physically injured or destroyed and diminution in value. 
 
o Claims resulting in bodily injury, property damage or cleanup costs associated with a 
pollution condition from transported cargo if the Scope of Services in the Agreement 
requires the transportation of any hazardous materials. 
 
o Defense including costs, charges and expenses incurred in the investigation, adjustment, or 
defense of claims for such compensation damages. 
 
3. ADDITIONAL INSURANCE REQUIREMENTS: The policies are to contain, or be endorsed to contain, the 
following provisions: 
 
3.1 On insurance policies where the City of Chandler is named as an additional insured, the City of 
Chandler is an additional insured to the full limits of liability purchased by the Contractor even if 
those limits of liability are more than those required by this Agreement. 
 
3.2 The Contractor’s insurance coverage must be primary insurance and non-contributory with 
respect to all other available sources. 
 
4. NOTICE OF CANCELLATION: Each insurance policy required by the insurance provisions of this 
Agreement other than workers’ compensation and pollution legal liability must provide the required 
coverage and must provider thirty (30) days prior written notice of cancellation to the City except for 
non-payment of premium for which a ten (10) day notice will be provided.  All required notices may be 
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sent via email and must be sent directly to the addresses listed below and must be sent by certified 
mail, return receipt requested: 
 
City of Chandler 
Attention:  Purchasing Division 
P.O. Box 4008, Mail Stop 901 
Chandler, Arizona 85244-4008 
 
 
 
Phone: (480) 782-2400 
 
 
 
 
Email: purchasing@chandleraz.gov 
 
With a copy to: 
Office of the City Attorney 
 
 
 
Attention: Risk Management 
 
 
 
175 South Arizona Avenue 
 
 
 
P.O. Box 4008 Mail Stop 602 
 
 
 
Chandler, Arizona 85244-4008 
 
 
 
Phone: (480) 782-4640 
 
 
 
Fax: (480) 782-4652 
 
 
 
Email: legal.notices@chandleraz.gov 
 
5. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed or authorized to 
do business in the state of Arizona and with an “A.M. Best” rating of not less than A- VII. The City in no 
way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor 
from potential insurer insolvency. 
 
6. VERIFICATION OF COVERAGE: Contractor must furnish City with certificates of insurance (ACORD form 
or equivalent approved by City) as required by this Agreement.  The certificates for each insurance 
policy are to be signed by a person authorized by that insurer to evidence coverage on its behalf. All 
certificates and blanket-form endorsements are to be received and approved by City before the 
Agreement is signed by the City.  Each insurance policy required by this Agreement must be in effect at 
or prior to commencement of this Agreement and remain in effect for the duration of the Agreement.  
Failure to maintain the insurance policies as required by this Agreement or to reasonably provide 
evidence of renewal is a material breach of this Agreement. All certificates required by this Agreement 
must be sent directly to the City of Chandler Solid Waste Division with a copy to Risk Management at 
the addresses listed in Section 3.  The Agreement number and description are to be noted on the 
certificate of insurance.  At City’s request, Contractor must make certified copies of all insurance policies 
required by this Agreement available for City’s review through a representative and at Contractor’s most 
proximate business location. City agrees to only make this request if there is a legitimate business need 
for City to view one or more policies.  
 
7. SUBCONTRACTORS: Contractors’ policies, other than workers’ compensation, must include all 
subcontractors as additional insureds under its policies or Contractor must furnish to the City separate 
certificates and endorsements for each subcontractor. All coverages for subcontractors must be subject 
to the minimum requirements identified above. 
 
8. APPROVAL: Any modification or variation from the insurance requirements in this Agreement must 
have prior approval from the Office of the City Attorney, whose decision is final. Such action will not 
require a formal contract amendment but may be made by administrative action.  
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EXHIBIT D  
SPECIAL CONDITIONS 
 
ACCESS TO SECURED FACILITIES 
 
Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker shall not be 
allowed to begin work in any City facility without: (A) The prior completion and the City's acceptance of the 
required background screening; and (B) when required, the Contract Worker's receipt of a City issued 
badge. A badge will be issued to a Contract Worker solely for access to the City facility(s) to which the 
Contract Worker is assigned. Each Contract Worker who enters a City facility must use the badge issued to 
the Contract Worker. Any and all fees associated with security badging will be assessed in compliance with 
Chandler City Code §4-22. 
 
Key Access Procedures. If the Contract Worker's services require keyed access to enter a City facility(s), a 
separate key issue/return form must be completed and submitted by Contractor for each key issued. 
 
Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the City immediately. 
A new badge application or key issue form shall be completed and submitted along with payment of the 
applicable fees prior to issuance of a new badge or key. 
 
Return of Badges or Keys. All badges and keys are the property of the City and must be returned to the City 
within one business day of when the Contract Worker's access to a City facility is no longer required to 
furnish the services under this Agreement. Contractor shall collect a Contract Worker's badge and key(s) 
upon the termination of the Contract Worker's employment; when the Contract Worker's services are no 
longer required at the particular City facility(s); or upon termination, cancellation or expiration of this 
Agreement. 
 
Contractor's default under this Section shall include, but is not limited to the following: (1) Contract Worker 
gains access to a City facility(s) without the proper badge or key; (2) Contract Worker uses a badge or key 
of another to gain access to a City facility; (3) Contract Worker commences services under this Agreement 
without the proper badge, key or Background Screening; (4) Contract Worker or Contractor submits false 
information or negligently submits wrong information to the City to obtain a badge, key or applicable 
Background Screening; or (5) Contractor fails to collect and timely return Contract Worker's badge or key 
upon termination of Contract Worker's employment, reassignment of Contract Worker to another City 
facility or upon the expiration, cancellation or termination of this Agreement. Contractor acknowledges 
and agrees that the access control, badge and key requirements in this Section are necessary to preserve 
and protect public health, safety and welfare. Accordingly, Contractor agrees to properly cure any default 
under this Section within three business days from the date notice of default is sent by the City. The parties 
agree that Contractor's failure to properly cure any default under this Section shall constitute a breach of 
this Section. In addition to any other remedy available to the City at law or in equity, Contractor shall be 
liable for and shall pay to the City the sum of $1,000.00 for each breach by Contractor of this Section. The 
parties further agree that the sum fixed above is reasonable and approximates the actual or anticipated 
loss to the City at the time and making of this Agreement in the event that Contractor breaches this Section. 
Further, the parties expressly acknowledge and agree to the fixed sum set forth above because of the 
difficulty of proving the City's actual damages in the event that Contractor breaches this Section. The parties 
further agree that three breaches by Contractor of this Section arising out of any default within a 
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consecutive period of three months or three breaches by Contractor of this Section arising out of the same 
default within a period of 12 consecutive months shall constitute a material breach of this Agreement by 
Contractor and the City expressly reserves all of its rights, remedies and interests under this Agreement, 
at law and in equity including, but not limited to, termination of this Agreement. 
 
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