Agreement

City of Chandler — Regular Meeting (2023-04-27)

Extracted text (via pymupdf) 66824 characters

City Clerk Document No.

City Council Meeting Date: April 27, 2023

CITY OF CHANDLER SERVICES AGREEMENT
ERP ANALYSIS PROJECT
CITY OF CHANDLER AGREEMENT NO. 4613

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Leapgen, LLC, a New York corporation (Contractor), (City
and Contractor may individually be referred to as Party and collectively referred to as Parties) and
made

, 2023 (Effective Date).

RECITALS

A. City proposes to conduct an ERP analysis project as more fully described in Exhibit A, which is
attached to and made a part of this Agreement by this reference.

B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.

C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:

SECTION I: DEFINITIONS

For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement

SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

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 commence work upon a mutually
agreed upon start date and will complete all services described within an estimated fourteen
months from the agreed upon start date.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 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 $525,040. 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.

4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.

4.4 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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. 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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

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: Christina Pryor Name: Tanya Carpenter
Title: Procurement and Supply Senior Manager Title: Partner, Growth Leader, Career
Address: 175 S. Arizona Ave., 3rd Floor Address: 1600 Utica Ave S, Suite 900
Chandler, AZ 85225 St. Louis Park, MN 55416
Phone: 480-782-2403 Phone: 407-920-0797
Email: christina.pryor@chandleraz.gov Email: tanya.carpenter@mercer.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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).

5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.

5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement 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 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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

8
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. 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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

9
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.
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.
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

5.35 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.

5.36 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.

5.37 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.

5.38 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.

5.39 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

5.40 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.

5.41 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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.

Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.

5.42 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.

5.43 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.

5.44 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.

5.45 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.

5.46 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.

5.47 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget.
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

12
This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D
Mercer Leapgen Growth Leader

EXHIBIT A TO AGREEMENT
SCOPE OF SERVICES

Objectives and Scope of Services
The primary objective of this project is for Leapgen to assist the City of Chandler in its ERP
Analysis project to replace its existing Oracle EBS system. Leapgen will create and deliver an
actionable Workforce Experience Vision Map, future state Experience Architecture and Solution
Architecture Plans, and a 5-year Roadmap. Leapgen will assist in defining the ideal future state
vision for Digital Transformation at the City of Chandler and collaboratively identify and
recommend initiatives to make it a reality. Additionally, Leapgen will assist with the evaluation
and selection of the Software Vendor and System Integrator (SI) Partner. We shall accomplish
this through a four-phased approach: Achieve (Initiation & Planning), Assess (Discover & Learn),
Align (Recommend & Innovate) and Act (Plan & Deliver).

This project will last approximately 14 months.

Phase
Contractor Services and
Deliverables
City Activities and Responsibilities
Achieve: Initiation
& Planning
• Conduct kick-off meeting with key
resources
• Clarify program scope, goals &
controls
● Coordinate resources
● Identify and engage Core Team
● Identify and engage Extended
Stakeholders
• Confirm Customer team
assignment(s)
• Provide Customer team contact
information
• Participate in Pre-Kickoff Meeting
• Participate in Kick-Off Meeting
• Provide access to reasonable
accommodations during any
onsite meetings – e.g., high-
speed WIFI connection, desk,
screen/projector
Assess:
Discover & Learn -
Current State
Analysis
Assess: HR and Finance Functions
Activities:
• Host up to 18 1:1 or small group
discovery interviews with key
SMEs and stakeholders
• Review data and documentation
provided for context and
background
• Synthesize themes and findings to
set baseline for vision and
recommendations
• Document and socialize Current
State Solution Architecture
Deliverables:
• Summary of Findings, including
SWOC Analysis (Strengths,
Weaknesses, Opportunities,
Constraints)
• Current State Solution
Architecture
• Identify and engage Discovery
• Participants
• Participate in 1-on-1 and/or small
group interviews and working
sessions
• Provide requested
documentation or system walk-
throughs
• Demonstrate existing systems
• Deliver current state HR
technology architecture diagram
or documented structures
• Review deliverables and/or
provide input/edits; take
ownership of deliverables
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

Assess: Discover &
Learn - Voice of the
Employee
Assess: Voice of the Employee
(VoE)

Activities:
• Host up to 12 focus groups with
key members of the workforce to
capture the voice of the employee
to inform future state experience
• Design Persona structure to
reflect unique CoC needs
• Synthesize the data captured to
provide workforce snapshots that
inform future state design and
communication needs through
persona insights
• Draft Current State Experience
Architecture diagram from focus
group insights to highlight how
employees navigate through the
organization for relevant
information, service and support
today

Deliverables:
• Current State Experience
Architecture
• Workforce Segmentations &
Personas (minimum 3, includes up
to 10 personas)

Align: Innovate &
Recommend
Activities:
• Lead Mindset for Success
Workshop (up to three hours)
• Host Vision Map workshop (up to
three hours hours) to align on
Workforce Experience Vision,
including Vision Statement,
Guiding Principles, Enablers and
Measures of Success
• Make recommendations (mindset,
people, process and technology)
to make the Workforce Experience
Vision a reality
• Leverage Assess insights to
identify the most impactful
employee experiences today and
guide CoC team through Journey
prioritization for future focus

Deliverables:
• Actionable Workforce Experience
Vision Map
• Recommendations (Mindset,
• People, Process & Technology)
•
Provide any other pertinent and
related data and documentation
requested
•
Schedule and actively participate
in working sessions
•
Review deliverables and/or
provide input/edits (both written
and verbal); accept deliverables
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

• Journey Prioritization
Act: Plan & Deliver
Activities:
• Prioritize and sequence
recommendations and supporting
initiatives according to cost, effort,
urgency, and impact
• Develop sequenced initiatives into
a 5-year Roadmap
• Design Future State Experience
Architecture and Journey
Foundation to reflect reality post-
recommendations
• Design Future State Solution
(Technology) Architecture
required to support Future State
Vision

Deliverables:
• Prioritization Matrix for
Recommendations
• 5-year Roadmap
• Future State Experience
Architecture
• Future State Solution Architecture
• Provide any other pertinent and
related data and documentation
requested
• Schedule and actively participate
in working sessions
• Review deliverables and/or
provide input/edits (both written
and verbal); accept deliverables
Act: Software
Selection
Services:
• Determine Vendor Short-List
• Create Vendor Package
• Co-Create Business Case
• Evaluate and Select Primary
Vendor Deliverables (up to 3
iterations of each):
• Process Summaries (Functional
Requirements)
• Vendor Market Scan / Short List
• Non-Functional Requirements
• Vendor Package
• Vendor Evaluation Scorecard
• Vendor Recommendation
• Presentation
• Business Case
• Actively participate in vendor
sessions, demos and follow up
meetings
• Manage RFP/RFI in alignment
with internal processes and
stakeholders
• Review deliverables and/or
provide input/edit, particularly
functional and nonfunctional
requirements and process
summaries to inform RFP content
• Sign-off on deliverables (email)
Act:
SI Selection
Services:
• Determine Vendor Short-List
• Create Vendor Package
• Evaluate and Select Primary
Vendor Deliverables (up to 3
iterations of each):
• Services Requirements
• Vendor Market Scan / Short List
• RFI (if necessary)
• Vendor Package
• Vendor Evaluation Scorecard
• Vendor Recommendation
Presentation
• Actively participate in vendor
sessions, demos and follow up
meetings
• Manage RFP/RFI in alignment
with internal processes and
stakeholders
• Review deliverables and/or
provide input/edit
• Sign-off on deliverables (email)
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

• Business Case Update
LeapNow: Advisory
Services
12 Month
Subscription:
Effective date to be
determined based
on completion of
Act Phase, or
agreeable by both
parties.
Services:
• 1:1 Advisory Services: Weekly
advisory support calls to keep
your transformation on track and
ad hoc inquiries with your
assigned Leap Coach –
personalized and focused on your
needs. This will include Leapgen’s
participation in meetings with IP
senior leaders to address
questions about the process
and/or recommendations.
Quantity:
• 6 hrs./month – up to 6 hrs. can be
carried over to the next month in
the same quarter
• Actively participate in working
sessions and follow up meetings
• Meet with assigned Leap Coach
weekly or bi-monthly based on
determined cadence
• Submit inquiries/questions
Proof & Next (PAN)
Activities:
• Conduct debriefs with the
customer team to share what
about the engagement went well,
what lessons were learned, and
opportunities for improvement
• Facilitate a Proof & Next Session
to capture successes and
learnings
• Close engagement and deliver
final invoice
• Deliver Customer Experience
Survey
Deliverables:
• Proof-and-Next Deck
• Complete brief ‘Customer
• Experience’’ Survey
• Participate in Engagement Proof-
and-Next (i.e., Retrospective)
session

Project Schedule
Following execution of the Agreement, Leapgen will make a reasonable effort to staff a project
team and identify a project start date. Once Leapgen has provided Customer the scheduled
Services delivery and timeframe, if the start date is postponed as an accommodation or
otherwise due to Customer’s requirements, Customer shall be responsible for all charges that
Leapgen incurs as a result of changing or canceling reservations (e.g., transportation,
accommodations, etc.) and all due dates for Leapgen deliverables shall be extended to the
extent that Leapgen experiences any delays in connection with such postponement.

LeapNow Ongoing Advisory Services
1. Additional Add-Ons.
•
Workshops: Workshops can be purchased by Customer at a cost of $10,000 per for up
to 8 hours of delivered content. These will be invoiced separately.
•
Additional Advisory Hours: Additional advisory hours can be purchased by Customer in
6-hour blocks at a rate of $2,700 per 6 hours. These will be invoiced separately.
2. Term.
•
Subscription Term: 12 Months from a date to be determined based on completion of Act
Phase, or as agreed upon by both parties.
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

•
Auto-renewal: 12-month subscription will be auto-renewed unless the Customer notifies
Leapgen of intention to not renew in writing before 30 days prior to the subscription
term end date; fees for 2025 renewal year will be $31,500; fees for the subsequent 12-
month term will increase by 5%.

Deliverable Acceptance Criteria and Dispute Resolution Process
1. Acceptance Process
a. Customer will have 5 business days following delivery of each Deliverable (the
“Acceptance Period”) to review and evaluate the Deliverable to determine whether, in
Customer’s reasonable discretion, it conforms to the requirements of this SOW. If
Customer does not notify Leapgen of any non-conformities within the Acceptance
Period, the applicable Deliverable will be deemed to have been accepted by Customer.
b. If Customer determines that any component of the Deliverables fail to conform
materially to the applicable requirements of this SOW, Customer will notify Leapgen
during the Acceptance Period. Upon receipt of a notice of non-conformity from
Customer, Leapgen will correct such non-conformity at its sole cost and expense and
will notify Customer of such correction.
c. Following notification of correction, Customer will have 7 business days to accept the
revised Deliverable or reject the Deliverable based on whether such correction causes
the Deliverable to conform materially to the applicable requirements of this SOW. If
Customer provides notice of rejection within this period, the issue will be escalated using
the escalation procedure below. If Customer does not provide notice of acceptance or
rejection within this period, the Deliverable will be deemed to have been accepted by
Customer as of the date that Leapgen’s notification of correction was received by
Customer.
2. Escalation Procedure
The following procedure will be followed if resolution of a conflict is required, arising out of
or related to performance under this SOW:
a. When a conflict arises between Customer and Leapgen, the project team member(s) will
first attempt to work out the problem.
b. Level 1: If the project team cannot resolve the conflict within two (2) business days, the
Customer Project Manager and Leapgen Project Manager will meet to resolve the issue.
c. Level 2: If the conflict is not resolved within three (3) business days after being escalated
to Level 1, the Customer Executive Sponsor will meet with the Leapgen Executive
Sponsor to resolve the issue.
d. If the conflict remains unresolved after Level 2 intervention, then Customer at its option
may terminate this SOW, or it may choose to continue with all other activities and/or
deliverables under this SOW. In either case, Customer shall not be liable for payments
under Section 4 applicable to the rejected deliverables and Customer will promptly
return or destroy all copies of the rejected deliverables.

Project Assumptions
•
Leapgen’s role is advisory only. Customer is responsible for all management functions and
decisions relating to this SOW, including evaluating and accepting the adequacy of the scope
of the Services in addressing Customer’s needs.
•
Customer is responsible for the results achieved from using the Services or Deliverables
(once accepted by Customer).
•
Sufficient and appropriate Customer resources set forth in this SOW must be available
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

during the course of the project.
•
It is Customer’s responsibility to designate a competent member of Customer team to
oversee the Services who is empowered to make decisions and approve direction, establish
and maintain Customer’s internal controls and approval workflow and provide timely,
accurate, and complete information and reasonable assistance.
•
Customer must communicate regularly with Leapgen and provide with timely feedback per
this SOW.
•
Customer and Leapgen will jointly manage the project; each party will manage its own
project team members. All Customer resources shall be available for the duration of the
project.
•
Leapgen resources will provide the majority of support for this project remotely.
•
Unless otherwise stated above, end-user documentation will not be required for this
project. In the event that data migration is required, field-mapping documentation shall be
provided by Customer.
•
Project delays not attributable to Leapgen may result in a Change Order.
•
Any explicit work effort that is not defined above, as either a Leapgen responsibility or
Customer responsibility will be considered a Customer responsibility.

DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES

Fixed Fee Schedule

Description
Fee
Phase: Achieve, Access, Align Act: Plan and Deliver
$190,000
Phase: Act: Software Selection
$234,000
Phase: Act: Systems Integrator Selection
$117,000
Subtotal Services Fixed Fees
$541,000
One-time discount contingent upon this MSA agreement
approved by April 28, 2023
$65,000
Total Services Fixed Fees
$476,000
Staffing and Accounting Fee (4%)
$19,040
Total Services Fixed Fees
$495,040

Additional Costs

Travel Expenses
$30,000

Total Including Travel Expenses
$525,040

Payment Schedule

Item
Fees
Invoice #1: 20% of Services Fees at Execution of SOW, plus
100% of Staffing & Accounting Fees
$118,048
Invoice #2: 30% of Services Fees at Completion of Phases:
Achieve, Access, Align, Act: Plan & Deliver
$148,512
Invoice #3: 30% of Services Fees at Completion of Phase: Act:
Software Selection
$148,512
Invoice #4: 20% of Services Fees at Completion of Phase: Act:
Systems Integrator Selection
$99,008
Total Services Fixed Fees
$495,040

Travel and Expenses
•
Leapgen resources will provide the majority of support for this engagement remotely; if in-
person collaboration is required, both Leapgen and Customer will approve the travel in
advance and follow CDC guidelines related to vaccination, masking, distancing, COVID
testing, etc. to ensure work is done safely.
•
Leapgen will follow the US General Services Administration (GSA) Travel Management Policy
for all approved travel by Customer. If travel expenses should exceed the budgeted amount
of $30,000.00, Leapgen and Customer will both approve the travel in advance. Invoices for
such Approved Expenses must be billed at cost without additional markup, itemized as
applicable, and must be accompanied by information substantiating the Approved Expense.
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

Optional Services
If the Customer should request additional discovery interviews in the scope of services, the
following fixed fee rates will apply.

Description
Fee
Three (3) Additional Discovery Interviews
$10,000
Staffing & Accounting Fee (4%)
$400
Total Fixed Fees
$10,400
Six (6) Additional Discovery Interviews
$20,000
Staffing & Accounting Fee (4%)
$800
Total Fixed Fees
$20,800

If the Customer should request an additional Digital Program Manager resource in the scope
of services, the estimated fees shall apply and be invoiced as incurred:
Role
Estimated
Hours
Hourly Rate
Estimated Amount
Digital Program Manager
650
$225
$146,250
Staffing & Accounting Fee (4%)
$5,850
Total Estimated Fees (Time and Materials)
Estimated 25 hours/week for 26 weeks
$152,100

DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

EXHIBIT C TO AGREEMENT
INSURANCE
INSURANCE

General.

A.
At the same time as execution of this Agreement, the Contractor shall furnish the City
a certificate of insurance on a standard insurance industry ACORD form. The ACORD
form must be issued by an insurance company authorized to transact business in the
State of Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally
authorized to do business in the State of Arizona with policies and forms satisfactory
to City. Provided, however, the A.M. Best rating requirement shall not be deemed to
apply to required Workers’ Compensation coverage.

B.
The Contractor and any of its subcontractors shall procure and maintain, until all of
their obligations have been discharged, including any warranty periods under this
Agreement are satisfied, the insurances set forth below.

C.
The insurance requirements set forth below are minimum requirements for this
Agreement and in no way limit the indemnity covenants contained in this Agreement.

D.
The City in no way warrants that the minimum insurance limits contained in this
Agreement are sufficient to protect Contractor from liabilities that might arise out of
the performance of the Agreement services under this Agreement by Contractor, its
agents, representatives, employees, subcontractors, and the Contractor is free to
purchase any additional insurance as may be determined necessary.

E.
Failure to demand evidence of full compliance with the insurance requirements in
this Agreement or failure to identify any insurance deficiency will not relieve the
Contractor from, nor will it be considered a waiver of its obligation to maintain the
required insurance at all times during the performance of this Agreement.

F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall
execute a written contract with Subcontractor containing the same Indemnification
Clause and Insurance Requirements as the City requires of the Contractor in this
Agreement. The Contractor is responsible for executing the Agreement with the
Subcontractor and obtaining Certificates of Insurance and verifying the insurance
requirements.

Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of
liability not less than those stated below.

A.
Commercial General Liability-Occurrence Form. Contractor must maintain “occurrence”
form Commercial General Liability insurance with a limit of not less than $2,000,000
for each 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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

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.

Additional Policy Provisions Required.

A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must
be declared and approved by the City. If not approved, the City may require that the
insurer reduce or eliminate any deductible or self-insured retentions with respect to the
City, its officers, officials, agents, employees, and volunteers.

1. The Contractor’s insurance must contain broad form contractual liability
coverage.

2. The Contractor's insurance coverage must be primary insurance with respect to
the City, its officers, officials, agents, and employees. Any insurance or self-
insurance maintained by the City, its officers, officials, agents, and employees shall
be in excess of the coverage provided by the Contractor and must not contribute
to it.

DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

3. The Contractor's insurance must apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.

4. Coverage provided by the Contractor must not be limited to the liability assumed
under the indemnification provisions of this Agreement.

5. The policies must contain a severability of interest clause and waiver of
subrogation against the City, its officers, officials, agents, and employees, for
losses arising from Work performed by the Contractor for the City.

6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for a
minimum period of three years following completion and acceptance of the Work.
The Contractor must submit a Certificate of Insurance evidencing Commercial
General Liability insurance during this three year period containing all the
Agreement insurance requirements, including naming the City of Chandler, its
agents, representatives, officers, directors, officials and employees as Additional
Insured as required.

7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance
requirements or obligations of this Agreement.

B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement,
the Contractor must forward renewal or replacement Certificates to the City
within ten days after the renewal date containing all the required insurance
provisions.
2. Each insurance policy required by the insurance provisions of this
Contract/Agreement shall provide the required coverage and shall not be
suspended, voided or canceled except after 30 days prior written notice has been
given to the City, except when cancellation is for non-payment of premium, then
ten days prior notice may be given. Such notice shall be sent directly to Chandler
Law-Risk Management Department, Post Office Box 4008, Mailstop 628, Chandler,
Arizona 85225. If any insurance company refuses to provide the required notice,
the Contractor or its insurance broker shall notify the City of any cancellation,
suspension, non-renewal of any insurance within seven days of receipt of insurers’
notification to that effect.

A.
City as Additional Insured. The policies are to contain, or be endorsed to contain,
the following provisions:

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
DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

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.

DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D

EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS

NONE

DocuSign Envelope ID: 3B5E0FAD-1503-4728-BE4C-924B27B27E7D