RSM Agreement

City of Chandler — Study Session (2023-06-12)

Extracted text (via pymupdf) 85371 characters

City Clerk Document No.

City Council Meeting Date: June 15, 2023

CITY OF CHANDLER SERVICES AGREEMENT
HEAT RELIEF SERVICES
CITY OF CHANDLER AGREEMENT NO. NR3-952-4604

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Resurrection Street Ministry Incorporated, an Arizona
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 provide heat relief services as more fully described in Exhibit A, which is attached
to and made a part of this Agreement by this reference.

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

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

AGREEMENT

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

SECTION I: DEFINITIONS

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

SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
similar services in Chandler, Arizona exercises under similar conditions. All work or services
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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.

The term of the Agreement is one year, and begins on June 15, 2023 and ends on June 14, 2024
unless sooner terminated in accordance with the provisions of this Agreement. The City and the
Contractor may mutually agree to extend the Agreement for up to four additional terms of one year
each, or portions thereof. The City reserves the right, at its sole discretion, to extend the Agreement
for up to 60 days beyond the expiration of any extension term.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

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 $454,312. 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.
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SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
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
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Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
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
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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: Christina Pryor, CPPO Name: Jeff Williams
Title: Procurement and Supply Senior Manager Title: Operations Director
Address: 175 S. Arizona Ave., 3rd Floor Address: 1135 E. Main St.
Chandler, AZ 85225 Mesa, AZ 85203
Phone: 480-782-2403 Phone: 530-218-6424
Email: christina.pryor@chandleraz.gov Email: Jeffery_williams2022@outlook.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.
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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 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
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and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
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
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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. 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
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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.

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
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than 5:00 p.m. (Chandler time) on the day of performance.

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
Exhibit E – Funding Source Requirements

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
DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.

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

5.42 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: 36646208-F921-4D16-8B57-23F9D5013A46

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: 36646208-F921-4D16-8B57-23F9D5013A46
Executive Directot

EXHIBIT A
SCOPE OF SERVICES

SCOPE OF SERVICES FOR THE CITY OF CHANDLER

COOLING STATIONS
The Contractor will provide cooling stations that will consist of air-conditioned facilities (or
areas within facilities) that has been designated as a location where people can stop in during
designated hours to cool off and avoid additional exposure. Examples may include public facilities
such as libraries and community centers, non-profit organizations, houses of worship, businesses,
etc. Water must be available.

Service Levels and Requirements
•
Approximately 10 cooling stations in the City of Chandler should be available 7 days per week,
from 10 am – 6 pm.
•
The Contractor is responsible for onboarding the cooling stations and providing ongoing
coordination of services to include supplying water and other supplies as scheduled/needed.
•
Cooling Station should be clearly marked and accessible. Street signage (ex/ A-Frame) must be
posted when cooling station is open.

SCOPE OF SERVICES FOR THE CITY OF MESA

DAY RESPITE CENTER
Air-conditioned facility that has been designated as a location where people experiencing
homelessness and other vulnerable populations can go to avoid heat exposure for an extended
period and receive other ancillary services such as food, space to rest, outreach and navigation
services, etc.

Service Levels and Requirements
•
One Day Respite Center will be provided at 1135 E. Main Street, Mesa, AZ.
•
The site will have the capacity to serve 100 people per day.
•
The site will be open Monday – Saturday, 9:00 am through 6:00 pm.
•
The Contractor is required to develop and implement a good neighbor plan to minimize
negative impact on the surrounding community. Security is an eligible expense for this service.
•
The Contractor is required to provide cleaning and sanitation procedures to prevent the
spread of disease.

Service Levels and Requirements
•
Approximately 10 cooling stations in the City of Mesa should be available 7 days per week,
from 10 am – 6 pm.
DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

•
The Contractor is responsible for onboarding the cooling stations and providing ongoing
coordination of services to include supplying water and other supplies as scheduled/needed.
•
Cooling Station should be clearly marked and accessible. Street signage (ex/ A-Frame) must be
posted when cooling station is open.

Shower/Laundry Services
The Contractor will provide on-site laundry services and mobile shower services at the Day
Respite Center to people experiencing homelessness. Services should be easily accessible to
people seeking heat relief.

Service Levels
•
A schedule for a stationary laundry facility will be agreed upon between the City Mesa and
the Contractor.
•
A schedule for a mobile shower trailer will be agreed upon between the City Mesa and the
Contractor.

SCOPE OF SERVICES GENERAL REQUIREMENTS

GENERAL REQUIREMENTS FOR ALL ACTIVITIES
•
Services must be easily accessible to people experiencing homelessness.
•
The Contractor is required to develop and implement marketing strategies to ensure potential
participants are aware of how to access services. This should include signage, flyers, media
(TV, radio, newspaper, social), etc.
•
The Contractor is required to implement measures preventing negative community impact at
service sites.
•
The Contractor is required to communicate and coordinate with partner agencies providing
various activities, and supply signage, water, etc.

SERVICE PERIOD
Heat relief activities will be provided from June 15, 2023, through September 30, 2023.
Adjustments to this schedule based on reasonable business needs may be proposed and
considered.

REPORTING REQUIREMENTS
•
During the term of the agreement, the Contractor will submit monthly performance reports to
include both client and program specific data. Monthly reports are due no later than the
seventh day of the following month. Reporting templates will be provided by the contracting
agency.
•
Sample Client Data:
A. Name
B. Birthdate
C. Race/Ethnicity
D. Income
E. Housing/Homeless status
F. Last known zip code
•
Sample Program Data:
A. Number of service hours provided by activity
B. Number of staff hours by activity
DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

C. Number of water bottles, meals, other supplies provided
•
Weekly utilization reports will be required. The format will be agreed upon between the City
and the Contractor.
•
Any additional reports as required by the funding sources.

BUDGET
•
Heat Relief Activities will be supported through American Rescue and Planning Act (ARPA)
funds and must be spent in compliance with ARPA regulations. The final CFDA Number for the
ARPA Fiscal Recovery program is 21.027.
•
Funds will be provided on a cost reimbursement basis following receipt of complete requests
for payments and accompanying program reports.

DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

EXHIBIT B
COMPENSATION AND FEES

HEAT RELIEF
PROGRAM BUDGET

(A) Cost Component
(B) Chandler
Costs
(C) Mesa
Costs
(D) Other
Costs
(Leverage)
(E) Total Costs
(F) Total
Chandler/ Mesa
Costs
Salaries/Wages
15,708.00
$
137,644.00
$
153,352.00
$
153,352.00
$
Employee Related Expenses
2,430.00
$
11,190.00
$
13,620.00
$
13,620.00
$
-
$
-
$
-
$
-
$
TOTAL PERSONNEL
18,138.00
$
148,834.00
$
-
$
166,972.00
$
166,972.00
$
Professional Expenses
-
$
100,231.00
$
100,231.00
$
100,231.00
$
Phone/Communications
-
$
-
$
Client Expenses
15,250.00
$
15,250.00
$
50,000.00
$
80,500.00
$
30,500.00
$
Materials/Supplies
5,532.00
$
10,200.00
$
8,000.00
$
23,732.00
$
15,732.00
$
Travel/Mileage
5,310.00
$
5,310.00
$
5,500.00
$
16,120.00
$
10,620.00
$
Indirect Costs
8,534.00
$
19,914.00
$
12,000.00
$
40,448.00
$
28,448.00
$
Other - Equipment
14,532.00
$
62,200.00
$
76,732.00
$
76,732.00
$
Other - Space
1,500.00
$
23,577.00
$
25,077.00
$
25,077.00
$
-
$
-
$
TOTAL OPERATIONS
50,658.00
$
236,682.00
$
75,500.00
$
362,840.00
$
287,340.00
$
TOTAL BUDGET
68,796.00
$
385,516.00
$
75,500.00
$
529,812.00
$
454,312.00
$

DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

BUDGET NARRATIVE TEMPLATE

SALARIES/WAGES, EMPLOYEE RELATED EXPENSES

TBH, Heat Relief Director
Responsibilities will include managing operations and logistics for Day Respite Center as well as
educating staff and volunteers, completing reports, stats, and all compliances needed to meet
and exceed grant requirements. This position will also produce an end of season brief including
an operations manual that can be shared with both cities outlining standard operating
procedures and best practices to meet current needs and potential future trends.

Total Program Cost:
o
$27 per hour, 8 hours per day for 25 weeks = $27,000
Total Chandler Cost:
o
.30 FTE at $27 pr hour for 25 weeks = $8,100
Total Mesa Cost:
o
.70 FTE at $27 per hour for 25 weeks = $18,900
Employee Related Expenses (ERE) are calculated at 30% of program cost and are charged
commensurate salary.

TBH, Heat Relief Manager
Responsibilities will include assisting with the management and logistics for Day Respite Center
as well as educating staff and volunteers, completing reports, stats, and all compliances needed
to meet and exceed grant requirements. This position will also produce an end of season brief
including an operations manual that can be shared with both cities outlining standard operating
procedures and best practices to meet current needs and potential future trends.

Total Program Cost:
o
$20 per hour for 23 weeks = $18,400
Total Mesa Cost:
o
1 FTE at $20 per hour for 25 weeks = $18,400
Employee Related Expenses (ERE) are calculated at 30% of program cost and divided equally

TBH, Respite Center Staff
The Respite Center staff will monitor and maintain all operations at the Respite Center. As part
of their operation, the Respite Center staff will assist in providing meals, hydration through
water, supplies for clients, any additional resources for clients. Additionally, the Respite Center
staff will assist in maintaining safety and keep up with cleaning standards.

Total Program Cost:
o
$16 per hour for 5,796 staffing hours = $92,736
Total Mesa Cost:
o
100% cost at $16 per hour for 5,796 staffing hours = $92,736

TBH, Heat Relief Driver
Drivers will transport water and other supplies to hydration and cooling stations, as well as drive
the mobile heat relief van throughout the community on excessive heat days.

DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

Total Program Cost:
o
Cooling Station Driver @ $9,775 + Mobile Relief Driver @ $5,440 = $15,215

Cooling Station Driver – 1 PTE @ $17 per hour for 25 hours per week for 23 weeks = $9,775

Total Chandler Cost:
o
1 PTE $17 per hour for 25 hours per week for 23 weeks = $4,888
Total Mesa Cost:
o
1 PTE $17 per hour for 25 hours per week for 23 weeks = $4,888

Mobile Relief Driver – 2 PTE @ $17 per hour x 20 extreme heat days x 8 hours/day = $5,440

Total Chandler Cost:
o
1 PTE @ 17 per hour x 20 extreme heat days x 8 hours/day = $2,720
Total Mesa Cost:
o
1 PTE @ 17 per hour x 20 extreme heat days x 8 hours/day = $2,720

PROFESSIONAL EXPENSES

Off Duty Police Officer:
Off-duty City of Mesa Police Officers will provide security services inside the Mesa Respite Center
to establish and maintain a safe experience for customers. Hours may be altered based on
need.

Total Program Cost:
o
$66.91 per hour for 9 hours per day, for 7 days a week for 19 weeks = $80,091
Total Mesa Cost:
o
1 FTE - $66.91 per hour for 9 hours per day, for 7 days a week for 19 weeks = $80,091

Security:
Provides on-site security to monitor activity outside the center, provides bag checks prior to
entry to the center, established relationships with neighboring businesses to address center
related concerns.

Total Program Cost:
o
$20 per hour for 6 hours per day, for 7 days a week for 21 weeks = $17,640
Total Mesa Cost:
o
1 FTE - $20 per hour for 6 hours per day, for 7 days a week for 21 weeks = $17,640

Professional Barber:
Provides haircuts to participants at the Respite Center to help them remain cool.

Total Program Cost:
o
$2,500
Total Mesa Cost:
o
Fee for service - $2,500

PHONE/COMMUNICATIONS
DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

CLIENT EXPENSES

Supplies:
Provide supplies for mobile services on Extreme Heat days.

Total Program Cost:
o
$4,000
Total Chandler Cost:
o
50% of $10,000 = $2,000
Total Mesa Cost:
o
50% of $10,000 = $2,000

Water Purchase:
Assists in the purchase of water when donations do not meet the required amount.

Total Program Cost:
o
$30,500
Total Chandler Cost:
o
30% of $31,500 = $9,150
Total Mesa Cost:
o
70% of $31,500 = $21,350

MATERIALS/SUPPLIES

Marketing:
Provides informational materials about how to access heat relief services.

Total Program Cost:
o
$4,000
Total Chandler Cost:
o
20% of total program cost = $800
Total Mesa Cost:
o
80% of total program cost = $3,200

Signage:
Provides public signage to indicate where residents can receive services.

Total Program Cost:
o
20 A-Frame signs @ $130/sign = $2,600

Total Chandler Cost:
o
10 signs = $1,300
Total Mesa Cost:
o
10 signs = $1,300

DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

Personal Protection Equipment (PPE):
Provides equipment to assist in the prevention of COVID-19.

Total Program Cost:
o
$5,232
Total Chandler Cost:
o
52% of $5,232 = $2,732
Total Mesa Cost:
o
48% of $5,232 = $2,500

Janitorial Supplies:
Provides cleaning supplies and other necessary supplies to provide a safe clean environment at
the Respite Center.

Total Program Cost:
o
$2,500
Total Mesa Cost:
o
100% of $2,500 = $2,500

TRAVEL

Mileage:
Mileage is estimated at $0.65 a mile for transportation of goods from hydration stations and
mobile services.

Total Program Cost:
o
$10,620
Total Chandler Cost:
o
50% of $10,620 = $5,310
Total Mesa Cost:
o
50% of $10,620 = $5,310

INDIRECT COSTS

Administrative:
Administrative functions to provide operations and reporting requirements which are required
by funding source.

Total Program Cost:
o
$28,448
Total Chandler Cost:
o
30% of $11,035 = $8,534
Total Mesa Cost:
o
70% of $11,035 = $19,914

OTHER - EQUIPMENT

Shower Trailer:
DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

Purchase of a shower trailer to provide space for program participants to shower.

$49,000 delivered with updates to trailer
Total Program Cost:
o
81.6% of $49,000 = $40,000
Total Mesa Cost:
o
81.6% of $49,000 = $40,000

Coolers:
Purchase of 10 electric water coolers to provide cold water to program participants.
Total Program Cost:
o
$21,000
Total Chandler Cost:
o
50% of $20,000 = $10,500
Total Mesa Cost:
o
50% of $20,000 = $10,500

Tables, Chairs and Cots:
Purchase of tables and chairs to provide program participants.

Total Program Cost:
o
Tables: $80 per table for 10 tables = $800
o
Chairs: $20 per chair for 40 chairs = $800
o
Cots: $60 per cot for 50 cots = $8,000
Total Mesa Cost:
o
Tables: $80 per table for 10 tables = $800
o
Chairs: $20 per chair for 40 chairs = $800
o
Cots: $60 per cot for 50 cots = $8,000

Lockers and Bike Racks/Locks:
Provide a safe space for clients to store their belongings.
Total Program Cost:
o
$800
Total Mesa Cost:
o
100 % of $800 = $800

OTHER - SPACE

Operations – Rent/Building Maintenance:
Rent, maintenance and repairs associated with the operation of the program.
Rent is calculated at $3,500 per month equally $807.70 per week for 23 weeks.

Total Program Cost:
$25,077
Total Mesa Cost:
100% of $30,077 = $25,077
DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

EXHIBIT C
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
DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

to fulfill the requirements of this paragraph, the Excess insurance must be “follow
form” equal or broader in coverage scope than underlying insurance.

B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance
with a limit of $1,000,000 each accident on Contractor owned, hired, and non-
owned vehicles assigned to or used in the performance of the Contractor’s work or
services under this Agreement. If any Excess or Umbrella insurance is utilized to
fulfill the requirements of this paragraph, the Excess or Umbrella insurance must
be “follow form” equal or broader in coverage scope than underlying insurance.

C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain
Workers Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor employees engaged in the performance
of work or services under this Agreement and must also maintain Employers’
Liability insurance of not less than $1,000,000 for each accident and $1,000,000
disease for each employee.

Additional Policy Provisions Required.

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

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

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

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

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
DocuSign Envelope ID: 36646208-F921-4D16-8B57-23F9D5013A46

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 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: 36646208-F921-4D16-8B57-23F9D5013A46

EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS

Contractor and Subcontractor Worker Background Screening. Contractor agrees that
all contract workers and subcontractors (collectively "Contract Worker(s)") that Contractor
furnishes to City under this Agreement will be subject to background and security checks
and screening as set forth in this Section (collectively "Background Screening") at
Contractor’s sole cost and expense. As part of the Background Screening, Contractor must
provide to a person designated by the City the name(s), address(es), and phone number(s)
of all Contract Workers who will provide any services under this Agreement. All Contract
Workers must comply with these Background Screening requirements. All Contract
Workers must be able to provide proof of the legal right to work in the United States. The
Background Screening provided by Contractor must comply with all applicable laws, rules,
and regulations. Contractor further agrees that the Background Screening required in this
Section is necessary to preserve and protect public health, safety, and welfare. The
Background Screening requirements set forth in this Section are the minimum
requirements for this Agreement. City in no way warrants that these minimum
requirements are sufficient to protect Contractor from any liabilities that may arise out of
Contractor’s services under this Agreement or Contractor’s failure to comply with this
Section. Therefore, in addition to the specific measures set forth below, Contractor and
its Contract Workers must take such other reasonable, prudent, and necessary measures
to further preserve and protect public health, safety, and welfare when providing services
under this Agreement.

Background Screening Requirements and Criteria. Before offering or scheduling any
services under this Agreement, Contractor agrees that all Contract Workers, including the
Contractor, if the Contractor is an individual or sole proprietorship, must have successfully
passed a Background Screening in accordance with this Section. Contractor warrants that
no person will be permitted to substitute for a Contract Worker who has satisfied the
Background Screening requirements until the proposed substitute has also satisfied the
Background Screening requirements in this Section. For review and approval, Contractor
must submit to a person designated by the City proof of a completed Background
Screening for each Contract Worker over the age of 18 performing services under this
Agreement no fewer than two (2) weeks before the proposed start date of such Contract
Worker’s services. The Background Screening must have been completed within the 12-
month period preceding the Contract Worker’s start date under this Agreement and must
include the results of a national criminal databased check with source verification, and a
sex offender database search. A fingerprint clearance card may be required depending
on the scope of work.

Additional City Rights Regarding Security Inquiries. In addition to the foregoing, City
reserves the rights but not the obligations to: (1) have a Contract Worker be required to
provide fingerprints, and execute such other documentation as may be necessary to
obtain criminal justice information pursuant to A.R.S. § 41-1750(G)(4); (2) act on newly
acquired information whether or not such information should have been previously
discovered; (3) unilaterally change its standards and criteria relative to the acceptability of
Contract Workers; and (4) object, at any time and for any reason, to a Contract Worker
performing work (including supervision and oversight) under this Agreement.
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Contractor Certification. By executing this Agreement, Contractor certifies that
Contractor has read and understands the Background Screening requirements and
criteria in this Section and will fully comply with such requirements. Contractor further
certifies that any Background Screening information to be furnished to City related to
Contractor or its Contract Workers will be complete, current, and accurate. A Contract
Worker rejected for work under this Agreement will not be proposed to perform work
under other City contracts or engagements without City's prior written approval.

Terms of This Section Applicable to all of Contractor’s Contracts and Subcontracts.
Contractor must include the terms of this Section for Contract Worker Background
Screening in all contracts and subcontracts for services furnished under this Agreement
including, but not limited to, supervision and oversight services.

Materiality of Background Screening Requirements: Indemnity. The Background
Screening requirements of this Section are material to City's entry into this Agreement
and any breach of this Section by Contractor will be deemed a material breach of this
Agreement. In addition to the indemnity provisions set forth in this Agreement, Contractor
must defend, indemnify, and hold harmless City for any and all Claims arising out of this
Background Screening Section including, but not limited to, the disqualification of a
Contract Worker by Contractor or City for failure to satisfy this Section.

Continuing Duty, Audit. Contractor’s obligations and requirements that Contract
Workers satisfy this Background Screening Section will continue throughout the entire
term of this Agreement. Contractor must notify City immediately of any change to a
Background Screening of a Contract Worker previously accepted by City. Contractor must
maintain all records and documents related to all Background Screenings and City
reserves the right to audit Contractor’s compliance with this Section under the terms of
this Agreement.
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EXHIBIT E
FUNDING SOURCE REQUIREMENTS

1.
CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS
ENTERPRISES, AND LABOR SURPLUS AREA FIRMS:
(a) The Contractor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used when possible.
(b) Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are
solicited whenever they are potential sources;
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities
to permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the
Department of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative
steps listed in paragraphs (b)(1) through (5) of this section.

2.
DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689):
a.
A contract award must not be made to parties listed on the government wide Excluded Parties
List System (EPLS) in the System for Award Management (SAM), in accordance with OMB guidelines
at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3
CFR part 1989 Comp., p. 235), “Debarment and Suspension.” The EPLS in SAM contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.

b.
The City may, by written notice to the Contractor, immediately terminate this Contract if the
City determines that the Contractor has been debarred, suspended or otherwise lawfully prohibited
from participating in any public procurement activity, including but not limited to, being disapproved as
a subcontractor of any public procurement unit or other governmental body. If the Contractor
becomes suspended or debarred, the Contractor must immediately notify the City. Contractors must
not make any award or permit any award (sub-recipient or vendor) at any tier to any party which is
debarred or suspended or is otherwise excluded from or ineligible for participation in Federal
assistance programs under Executive Order 12549.

c.
The Contractor certifies to the best of its knowledge and belief, that is and its subcontractors:
1.
Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded by any Federal department or agency;
2.
Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, State or local)
transaction or contract under a public transaction; violation of Federal or State antitrust
statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen property;
3.
Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State or local) with commission of any of the offenses
enumerated in paragraph (1)(b) of this certification; and
4. Have not within a three-year period preceding this application/proposal had one or more
public transactions (Federal, State or local) terminated for cause or default.

3.
BYRD ANTI-LOBBYING CERTIFICATION (31 U.S.C. 1352):
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In all contracts in excess of $100,000 the Contractor hereby certifies, to the best of his or her
knowledge and belief, that:

(1)
No Federal appropriated funds have been paid or will be paid, by or on behalf of the
Contractor, to any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of any Federal grant,
the making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or
cooperative agreement.

(2)
Each Contractor tier must certify to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organization or influencing or attempting to influence
an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an
employee of a member of Congress in connection with obtaining any Federal contract, grant or any
other award covered by 31 U.S.C. 1352.

(3)
If any funds other than Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any agency, a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
Contractor must complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in
accordance with its instructions. Such disclosures are forwarded from tier to tier up to the non-
Federal award.

4.
CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
Applicable to all contracts in excess of $150,000. The Contractor will comply with all applicable
standards, orders or regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q) and the
Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported
to the City, the U.S. Department of Housing and Urban Development, and the San Francisco
Regional Office of the Environmental Protection Agency (EPA).

5.
PROCUREMENT OF RECOVERED MATERIALS:
a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act, the Contractor must procure items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest
percentage of recovered materials practicable, consistent with maintaining a satisfactory level of
competition. The Contractor must procure items designated in the EPA guidelines that contain the
highest percentage of recovered materials practicable unless the Contractor determines that such
items: (1) are not reasonably available in a reasonable time period; (2) fail to meet reasonable
performance standards, which will be determined the basis of the guidelines of the National Institute
of Standards and Technology, if applicable to the item, or (3) are only available at an unreasonable
price.
b) Paragraph (a) of this clause will apply to items purchased under this contract where: (1) the
Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding
Federal fiscal year, the Contractor: (i) purchased any amount of the items for use under a contract
that was funded with Federal appropriations and was with a Federal agency or a State agency or
agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the
item both under and outside that contract.

6.
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014):
a.
This contract and employees working on this contract will be subject to the whistleblower
rights and remedies in the pilot program on Contractor employee whistleblower protections
established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal
Year 2013 (Pub. L. 112-239) and FAR 3.908.
b.
The Contractor must inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in
section 3.908 of the Federal Acquisition Regulation.
c.
The Contractor will insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold.
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7.
DRUG-FREE WORKPLACE ACT OF 1988:
The Contractor must comply with drug-free workplace requirements in Subpart B of 2 CFR § 2429,
which adopts the government-wide implementation (2 CFR part 182) of sections 5152-5158 of the
Drug-Free Workplace Act of 1988 (Pub. L. 100-690, Title V, Subtitle D; 41 U.S.C. 701-707).

8.
ENERGY EFFICIENCY:
The Contractor will observe all mandatory standards and policies relating to energy efficiency which
are contained in the State energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (42 U.S.C. 6201 et seq.).

9.
PREFERENCE FOR DOMESTIC PROCUREMENT:
Pursuant to 2 C.F.R. 200.322, to the greatest extent practicable, Contractor will purchase, acquire, or
use goods, products or materials produced in the United States (including but not limited to iron,
aluminum, steel, cement and other manufactured products).

10.
EQUAL EMPLOYMENT OPPORTUNITY AND NONDISCRIMINATION (24 CFR 5.105):
The Contractor will carry out its responsibilities in compliance with the Fair Housing Act (42 U.S.C.
3601-19) and implementing regulations at 24 CFR part 100 et seq.; Executive Order 11063, as
amended by Executive Order 12259 (3 CFR, 1959-1963 Comp., p. 652 and 3 CFR, 1980 Comp., p.
307) (Equal Opportunity in Housing Programs) and implementing regulations at 24 CFR part 107; the
Civil Rights Act of 1964 and the Title VIII of the Civil Rights Act of 1968 in order to affirmatively further
fair housing; Executive Order 11063, as amended by Executive Order 12259; Title VI of the Civil
Rights Act of 1964 (42 USC 2000d) (nondiscrimination in Federally Assisted Programs) and
implementing regulations at 24 CFR part 1; the Age Discrimination Act of 1975 (42 USC 6101-07)
and implementing regulations at 24 CFR part 146; Section 504 of the Rehabilitation Act of 1973 (19
USC 794) and implementing regulations at 24 CFR part 8; Arizona Executive Order 2009-09, et seq.,
as amended, and Executive Order 11246, as amended by Executive Orders 11375, 11478, 12086,
and 12107 (3 CFR, 1964-1965 Comp., p. 339; 3 CFR, 1966-1970 Comp., p. 684; 3 CFR, 1966-1970
Comp., p. 803; 3 CFR, 1978 Comp., p. 230; and 3 CFR, 1978 Comp., p. 264, respectively) (Equal
Employment Opportunity Programs) and implementing regulations at 41 CFR chapter 60; the
Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); Executive Order 11625, as
amended by Executive Order 12007 (3 CFR, 1971-1975 Comp., p. 616 and 3 CFR, 1977 Comp., p.
139) (Minority Business Enterprises); Executive Order 12432 (3 CFR, 1983 Comp., p. 198) (Minority
Business Enterprise Development); and Executive Order 12138, as amended by Executive Order
12608 (3 CFR, 1977 Comp., p. 393 and 3 CFR, 1987 Comp., p. 245) (Women's Business Enterprise).

11.
MINIMUM WAGE REQUIREMENTS
The Contractor warrants that it shall pay all of its employees who are engaged in either performing
work or providing services under the terms of this Agreement not less than the minimum wage
specified under Section 206(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§
201, et seq.), by law and regulation, and, as applicable, Executive Order 13658, as amended, and as
specified by Arizona law.

12.
RECOGNITION OF COUNTY SUPPORT
The Contractor shall give recognition to the County and the funding source for its support when it
publishes materials or releases public information that is paid for in whole or in part with funds received
under this Agreement.

13.
DISABILITY REQUIREMENTS
The Contractor agrees that any electronic or information technology offered under this Agreement shall
comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the Rehabilitation Act of 1973, which
requires that employees and members of the public shall have access to and use of information
technology that is comparable to the access and use by employees and members of the public who are
not individuals with disabilities.

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14.
EQUAL EMPLOYMENT OPPORTUNITY
(a)
The Contractor shall not discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin.
(b)
The Contractor shall take affirmative action to ensure that applicants are employed and
that employees are treated during employment without regard to their race, age, disability, color, religion,
sex sexual identity, gender identity, or national origin. Such action shall include, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship.

15.
IMMIGRATION LAWS AND REGULATIONS (Federal Immigration and Nationality Act)
(a)
The Contractor understands and acknowledges the applicability of the Immigration
Reform and Control Act of 1986 (IRCA). The Contractor agrees to comply with the IRCA in performing
under this Agreement and to permit the City or Maricopa County to reasonably inspect personnel records
to verify such compliance, to the extent required by law.
(b)
By entering into this Agreement, the Contractor warrants compliance with the Federal
Immigration and Nationality Act (FINA) and all other federal immigration laws and regulations related to
the immigration status of its employees. The Contractor shall obtain statements from its subcontractors
certifying compliance and shall furnish the statements to the City or Maricopa County upon request.
These warranties shall remain in effect through the term of the Agreement. The Contractor and its
subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S.
Department of Labor’s Immigration and Control Act for all employees performing work under the
Agreement. I-9 forms are available for download at USCIS.GOV.
(c)
The City or Maricopa County may request verification of compliance for any employee or
subcontractor performing work under the Agreement. Should the City or Maricopa County suspect or find
that the Partners or any of its subcontractors are not in compliance, then the City may pursue any and all
remedies allowed by law, including, but not limited to: suspension of work, termination of the Agreement
for default, and suspension or debarment (or both) of the Contractor. All costs necessary to verify
compliance are the responsibility of the Contractor or their subcontractors.

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