Agreement

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MASTER AGREEMENT FOR THE SALE OF GOODS, SERVICES, AND SOFTWARE 
BETWEEN CITY OF CHANDLER AND SCHNEIDER ELECTRIC SERVICES  
 
CITY OF CHANDLER AGREEMENT NO. 4521 
 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an 
Arizona municipal corporation (City), and Schneider Electric Systems USA, Inc., a Commonwealth of 
Massachusetts 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 wishes to engage Contractor to provide SCADA electronic maintenance services at the Pecos 
Surface Water Treatment Plant and the City of Chandler Airport 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 in Exhibit B. 
C. City desires to contract with the Contractor to provide these services under the terms and conditions 
set forth in this Agreement. 
D. City and Contractor entered into a Continuation Agreement on or about June 24, 2022, see Exhibit F, 
to enable the Parties to continue provide and receive services during Contract negotiations.  This 
Continuation Agreement shall be incorporated by reference.  
 
AGREEMENT 
 
NOW, THEREFORE, in consideration of the mutual agreements below, and intending to be legally 
bound, the Parties agree: 
 
1.0 DEFINITIONS. 
 
The following definitions apply to the parties’ Services Agreement. 
 
A.R.S. means Arizona Revised Statutes, as amended.  
 
Access Information means any information relating to City, its contractors and/or End Users'’ use of the 
Services, including without limitation, (a) navigational information, including usage of hyperlinks within 
or available through the Services; (b) transactional or processing information, including billing 
information and method of payment; and/or (c) Internet or I/P addresses, demographic information 
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(like age, profession, or gender), domain names, computer type, browser types, and other anonymous 
statistical data arising from such use of the Services and access to the Facilities. 
 
Agreement means this legal agreement executed between the City and the Contractor  
 
Affiliate means with respect to any person or entity, any other person or entity that directly or indirectly 
controls, is controlled by, or is under common control with the specified person or entity, and for the 
purposes of this definition “control” of an entity means the ownership of 50% of the outstanding shares 
or other equity interests in such entity, or the right to elect or appoint a majority of the board of 
directors or governing body of such entity. Notwithstanding the definition of Affiliates, Contractor’s 
Affiliates shall not include Aveva Group PLC. And all its subsidiaries. 
 
City means the City of Chandler, Arizona. 
 
City Confidential Information means: (a) all information related to the business of City and any of its 
City’s and other third parties, to which Contractor has access, whether in oral, written, graphic or 
machine-readable form, in the course of or in connection with this Agreement; (b) all notes, analyses 
and studies prepared by Contractor or any of its Representatives, during the term of this Agreement or 
anytime thereafter, incorporating any of the information described in this Section 3; (c) the Access 
Information; and (d) the City Data. 
 
City Data means all Confidential Information, all personal data and any other information relating to 
the employees, City or customers of City, or End Users or relating to the businesses of City or its 
Affiliates, including third party information, operations, facilities, products, services, and markets, all as 
and to the extent provided to or obtained by Contractor or its Representatives from City, contractors, 
or derived from any of the foregoing. Usage data of End Users who are customers of City shall be 
considered City Data. City Data includes any such information in any form (tangible or electronic), 
regardless of the form or method by which such information is created, stored, maintained, or 
communicated, and includes all data maintained by Contractor for City. Unless otherwise indicated, 
City Data includes all Access Information. 
 
Contractor means the person or business organization named in the Agreement. 
 
 Crisis means an extraordinary event affecting Contractor that requires emergency response measures 
to be taken, including any event that may result in the Services, Software or Facilities becoming 
unavailable for a significant amount of time. 
 
Confidential Information means City Confidential Information and/or Contractor Confidential 
Information, as the context may require. 
 
Days means calendar days. 
 
Documentation means the user, operations and training manuals, marketing materials, proposals, and 
responses to requests for information or proposals pertaining to the Services or the Software 
Programs, as well as any specifications reviewed by City, concerning the relevant Software licensed 
hereunder. 
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Facilities means the hardware, application software, operating system software, firmware, networks, 
communication devices and lines and all other equipment, software, devices, and related materials 
provided by or used by Contractor to host the Software Programs and provide the Services. Unless 
otherwise indicated, the Facilities shall be construed to include the Software Programs. 
 
Goods means all products, equipment, materials, spare parts, hardware, supplies, and accessories to 
be supplied under a Purchase Order. 
 
Implementation Date means the implementation date set forth in an applicable Schedule for the 
respective Services. 
 
Intellectual Property Rights means any patent, trademark, service marks, copyrights, trade secrets, 
ideas, concepts, know-how, techniques, or other proprietary right.  
 
May or Should means something that is not mandatory but is permissible. 
 
  On Premises Equipment means Facilities provided by Contractor to City for receiving, managing, 
maintaining, or using the Services. 
 
Contractor Confidential Information means Contractor nonpublic financial information. 
 
Purchase Order means any purchase order, either paper or electronic, with related attachments and 
changes thereto, agreed upon by the Parties pursuant to this Agreement, which shall describe the 
specific Goods, Software or Services to be supplied by Contractor to the City and the detailed 
Specifications for such.  Purchase Orders agreed upon from time to time between Contractor and City 
and/or their respective Affiliates shall constitute separate contracts, which incorporate this Agreement 
by reference.  
 
Representatives means each party’s officers, directors, employees, consultants, attorneys, accountants, 
agents, and independent subcontractors (and their employees) and other representatives. 
 
Shall, Will, or Must means a mandatory requirement. 
 
Services means the services described in Exhibit A including, but not limited to, testing, assessment, 
per-diem or specific time-limited engineering services, installation, start-up, configuration and any 
development of application programs, customization, implementation, training, and any other services 
agreed upon between the Parties in Purchase Orders hereunder. 
 
Software means computer software programs, in object code form including firmware and custom 
software, and instructions manuals, specifications and related documentation in written or electronic 
form, their related instructions manuals and documentation.  
 
Specifications means the Contractor’s standard specifications applicable to the Goods and/or Software 
at the time of execution of the Agreement or a Purchase Order hereunder or the specific requirements 
mutually agreed upon between the Parties in Purchase Orders hereunder in relation to the Goods, 
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Software and, with respect to Services, the agreed upon statement(s) of work containing a description 
of the Services to be rendered. 
 
Third Party Products mean products and software of a third-party vendor.  
 
Warranty Period means the applicable time during which Goods, Software and Services are respectively 
guaranteed by Contractor under the conditions set forth herein under the Warranty Article. 
 
2.0 SERVICES. 
 
2.1 Services under Schedules. Contractor will perform and deliver Services described in this 
Agreement and any Schedules hereto, in accordance with the milestones, delivery dates, specifications 
and requirements as set forth herein. 
 
2.2 Grant of License, On Premises Equipment. In addition to the licenses granted by Contractor to 
City for Software as provided in this Agreement, Contractor hereby grants City a nonexclusive, paid-up, 
worldwide license to install, access and use the On Premises Equipment to receive, manage, maintain, 
and use the Services. 
 
2.3 Reports. On a semi-annual basis, Contractor will provide to City a written report summarizing 
Contractor’s performance of the Services with respect to all metrics and categories of description set 
forth in an applicable Schedule, and any other information reasonably requested by City. 
 
2.4 Services Audit. City may on 90 days' notice conduct audits and reviews of the Facilities on 
Contractor's premises with respect to the Services. 
 
2.5 Activation and Installation. Unless otherwise stated in the applicable Schedule, construction, 
maintenance and operation of the Facilities, and activation and performance of the Services are and 
shall be the responsibility of Contractor. 
 
2.6 City Data. Notwithstanding any other provision in this Agreement or Schedules, Contractor shall 
make all City Data (complete and unaltered) available to City based on an acceptable request in writing 
within 120 days. As between the parties, City Data shall be and remain the property of City. Contractor 
shall use the City Data solely to perform Contractor's obligations under the Services Agreement and 
this Agreement. Except as expressly permitted in this Agreement, Contractor shall not sell, assign, lease, 
disseminate, or otherwise dispose of the City Data or any part thereof to any other person, nor shall 
Contractor commercially exploit any part of the City Data. Contractor shall not possess or assert any 
property interest in or any lien or other right against or to any City Data. 
 
2.7 City Affiliates. City's rights under the Services Agreement and this Agreement may be exercised by 
and for the benefit of City.  
 
2.8 Offshore Performance of Work Prohibited.  Due to security and identification protection 
concerns, direct Services under this Agreement must be performed within the borders of the United 
States.  Any Services that are described in the scope of work that directly serve the City and may involve 
access to secure or sensitive data or personal client data or development or modification of software 
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for the City must be performed within the borders of the United States.  Notwithstanding anything to 
the contrary, and unless stated otherwise in the scope of work, this definition does not apply to indirect 
or overhead services, redundant back-up services, or services that are incidental to the performance of 
this Agreement. 
 
2.9 Third Party Products. If Third Party Products are supplied by the Contractor under this Agreement, 
notwithstanding anything to the contrary, such supply is made on a “pass-through” basis only and is 
subject to the terms and conditions of the third-party vendor, including but not limited to warranties, 
licenses, indemnities, limitation of liability, prices, and changes thereto.  For time and materials orders, 
Third Party Products are quoted subject to price changes imposed by third party vendors between the 
date of Purchase Order encompassing such Third-Party Products and the date of Contractor invoice 
related to that Third Party Product. Provided; however, Contractor must obtain any required legal 
permissions and licenses from such Third Parties as necessary to perform and provide all Services to 
City under this Agreement and to enable the City to receive the full benefit of the Services under this 
Agreement. 
 
3. CONTRACTOR SOFTWARE LICENSE. 
 
3.1 Software License. The Software License herein shall apply to generally to Contractor’s Software, 
which includes Triconex, Foxboro, I/A, SIS, and Modicon Software. Third Party Product Software 
Licenses are separate end user license agreements (“EULA”) and not issued pursuant to the following 
sub-article.  
 
3.2 Software License Terms and Conditions. 
 
(a) 
In consideration of the receipt of full payment of the Software license fee applicable as part of 
the price under a purchase order, and subject to City’s compliance with its obligations under this 
Agreement and/or the purchase order, Contractor will provide to City a personal, non-transferable, 
non-exclusive limited license to use the Software described in this Agreement and the relevant 
purchase order and the Contractor Information incorporated into any deliverables, if any, for purpose 
of City’s ordinary business as defined in a statement of work and in the particular location(s) and/or 
on the particular systems for which City licensed such Software, as those locations and/or systems are 
identified in the purchase order. 
 
(b) 
Contractor’s Software licensed to City may contain components that are owned by Third 
Parties. The Third-Party owner shall retain exclusive right to its firmware and software. Use of such 
Third-Party components may be subject to restrictions contained in the Third Party’s end-user license 
agreement in addition to the conditions set forth herein. Contractor will provide and assist the City 
with obtaining any applicable Third Party’s end-user license agreement.  Copyright and other 
proprietary rights notices of Contractor and Third Parties are contained in the Software and City will 
not modify, delete, or obfuscate such notices. 
 
(c) 
City may not without Contractor’s prior written express consent (i) copy, modify, sublicense, 
loan, or transfer in any manner the Software licensed herein; (ii) create derivative works based on the 
Software licensed herein; (iii) translate, decompile, disassemble, reverse assemble, reverse engineer, 
emulate or perform any other operation on the Software, unless the operation is specifically 
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authorized by law.  If Contractor is providing a validation of City’s own programming to determine its 
conformance with the specific Contractor supplied Software, Contractor only provides advice or 
review of the actual programming and does not provide any opinion or advice on the use or 
applicability of City’s programming.  The Logic Validator software product does not replace a 
formalized test program developed by experienced TÜV, or otherwise proper SIL program by safety 
instrumented system (SIS) certified engineers.    City will hold the Software licensed herein in strict 
confidence and will not allow third parties, other than its employees with a need to use the Software 
and who have agreed to comply with the terms of this Software License article, to access or use the 
Software without Contractor’s prior written consent. 
 
(d) Notwithstanding the foregoing restrictions but subject to all restrictions applicable to Third Party 
Products as set forth herein City shall be entitled to make one (1) copy of the Software for backup or 
archival purposes and may make a limited reasonable number of copies of the instruction manuals 
and documentation related to the Software for purpose of their use by City in connection with the 
authorized use of the Software.  All titles, trademarks and copyrights and restricted rights notices 
shall be reproduced in such copies. 
 
(e)  
City will maintain and document the location and use of the licensed Software in City’s 
possession.  No later than thirty (30) days upon receipt of Contractor’s written request, City will 
provide Contractor with a signed certification of compliance with the Software licensing conditions.  
Contractor has the right to conduct an audit of City’s use of the Software upon 90 days prior written 
notice to City. Any such audit will be conducted during regular business hours at City’s facilities. If an 
audit reveals any underpayment of license fees, City will be invoiced for additional license fees 
consistent with Contractor’s then current price list for the Software, without any discount being 
applicable in that instance. City will pay the underpaid amount within 30 days of City’s receipt of 
Contractor’s invoice (“Due Date”) together with interest at a rate of one and one-half percent (1.5%) 
per month that begins to accrue on Due Date and continues to accrue until paid.   
 
(f)  
City may not transfer its license to use the Software and related documentation and written 
materials to a third party without the Contractor’s prior written consent. In case of Contractor’s 
approval of such transfer, City will be responsible to ensure that the recipient agrees to the terms of 
this Software License article. 
 
(g) 
If the Software is licensed for use in the performance of a U.S. Government prime contract or 
subcontract, City agrees which, consistent with FAR 12.211 and 12.212, commercial computer 
Software, computer Software documentation and technical data for commercial items are licensed 
under Contractor’s standard commercial license. 
 
4. NON-DISCLOSURE.  
 
4.1 Restrictions. Each party, as recipient of the other party's Confidential Information, will receive, hold 
and protect in confidence the Confidential Information of the other party. The receiving party may 
disclose the Confidential Information of the disclosing party to its Representatives who have a need to 
know such Confidential Information solely in connection with this Agreement. The receiving party will 
cause such Representatives to comply with this Agreement and will assume full responsibility for any 
breach of this Agreement by any such Representatives. The receiving party will not transfer or disclose 
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any Confidential Information of the disclosing party to any third party without the disclosing party's 
prior written permission and without such third party having a contractual obligation (consistent with 
this Section 4 (“Non-Disclosure”) to keep such Confidential Information confidential. The receiving party 
will not use any Confidential Information of the disclosing party for any purpose other than in 
connection with this Agreement. Notwithstanding any confidentiality restrictions set forth herein, City 
may disclose Contractor Confidential Information to third parties in connection with such third party's 
provision of software or services to City. Such disclosures will be made under an obligation of 
confidentiality limiting the use of such Confidential Information by such third parties to the provision 
of services to City. 
 
4.2 Exclusions. Confidential Information will not include information that: (i) is in the public domain at 
the time of disclosure; (ii) was in the possession of or demonstrably known by the receiving party prior 
to its receipt from the disclosing party without restriction on its use or disclosure; (iii) is independently 
developed by the receiving party without use of or reference to or reliance on the disclosing party's 
Confidential Information;  (iv) becomes known by the receiving party from an unaffiliated source other 
than the disclosing party without breach of this Agreement and is not subject to an obligation of 
confidentiality; or (v) is approved in advance for release by written authorization of an officer of the 
disclosing party . Notwithstanding anything to the contrary, City may disclose Contractor Confidential 
Information as required to satisfy any request by any governmental or regulatory body. 
 
4.3 Legal Requirements. If the receiving party is requested or required to disclose any of the disclosing 
party's Confidential Information under a subpoena, court order, statute, law, rule, regulation or other 
similar requirement (a “Legal Requirement”), the receiving party will, to the extent not precluded by law, 
provide prompt notice of such Legal Requirement to the disclosing party so the disclosing party may 
seek an appropriate protective order or other appropriate remedy or waive compliance with the 
provisions of this Agreement. If the disclosing party is not successful in obtaining a protective order or 
other appropriate remedy and the receiving party is, in the reasonable opinion of its counsel, legally 
compelled to disclose such Confidential Information, or if the disclosing party waives compliance with 
the provisions of this Agreement in writing, the receiving party may disclose, without liability hereunder, 
such Confidential Information in accordance with, but solely to the extent necessary, in the reasonable 
opinion of its counsel, to comply with the Legal Requirement. 
 
4.4 Disposition of Confidential Information on Termination or Expiration. Upon termination or 
expiration of the Services Agreement and this Agreement or upon the disclosing party's written request 
and where practicable, the receiving party will return to the disclosing party all copies of Confidential 
Information already in the receiving party's possession or within its control. Following its return, and 
upon notice from the disclosing party, and unless otherwise required by law, the receiving party must 
destroy such Confidential Information using means to protect against unauthorized access to or use of 
the information, including, where appropriate, burning, shredding, or pulverizing such information, or 
by taking such other means as to assure that such information will not be recoverable following its 
disposal. In such case an officer of the receiving party will certify in writing to the disclosing party that 
all such Confidential Information has been so destroyed. Notwithstanding the foregoing, the receiving 
party may retain copies of such Confidential Information as required by applicable law, and, to the 
extent such copies are electronically stored in accordance with the receiving party's retention or back-
up policies or procedures (including, without limitation, those regarding electronic communication), so 
long as such Confidential Information is kept confidential as required under this Agreement. 
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4.5 Privacy. For all City Information collected, stored, or processed by Contractor, Contractor shall: (a) 
maintain safeguards against destruction, loss, alteration of or unauthorized access to such City 
Information; and (b) not, without City's prior approval, modify or discontinue any such safeguards 
without comparable or better replacement safeguards. Contractor acknowledges the sensitivity and 
confidentiality of personally identified information which may be contained in the City Information and 
the applicability of the Gramm-Leach-Bliley Act and/or other applicable privacy laws, regulations, and 
guidelines (“Privacy Laws”). Contractor agrees to comply with all applicable legal and contractual 
requirements relating to the privacy and confidentiality of personally identified information applicable 
to Contractor in the performance of its obligations under this Agreement. 
 
5. SECURITY. 
 
5.1 Security. Contractor represents and warrants that it shall always adhere to and comply with, in all 
material respects, the minimum-security standards to ensure that there is no unauthorized access to 
or use of City information described in this Section, which security standards may be mutually amended 
by the parties from time to time (the “Security Standards”). 
 
5.2 Security Standards. Contractor will use reasonable efforts to prevent unauthorized access to 
restricted areas of its servers and any databases or other material generated from or used in 
conjunction with the Service. Contractor will respond immediately to remedy any known security 
incidents or breaches. 
 
(a) External Segment Security. Contractor's external connections to the Internet will have appropriate security 
measures and controls applied to its systems and will include an Intrusion Detection System (IDS) that will monitor all 
inbound and outbound communications and information. The IDS is intended to detect, record, alert, and terminate 
unauthorized activity. 
 
(b) Web Site Segment Security. All Internet accessible systems will reside behind Firewalls. The 
Firewalls will enforce secure access between all Web servers and the Internet. The Firewalls will allow 
only specific types of data to pass from the Internet to the systems on the Web Segment. An IDS device 
is used to scan all data that passes within the Web Server segment and will detect, report, and terminate 
any unauthorized activity prior to it reaching the Web Servers. 
 
(c) Internal Network Segment Security. All data entering the Service's internal data network from any 
external source (Web Segment and Internet) must pass through Firewalls. The Firewalls will enforce 
secure connections between internal and external systems and will only allow specific types of data to 
pass through. Access to customer data by Contractor employees will be limited to authorized personnel 
only. All Contractor employees will follow the security policies regarding access and use of internal 
systems. 
 
(d) Physical Site Security. All systems containing customer or company related data will be contained 
in locked data cabinets and will reside in a secure Data Center. Only authorized personnel will have 
access to the Data Center and/or Operations area via an internal security system. The entire physical 
facility, internal and external, will be monitored 24/7/365.  
 
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(e) General Data Security and Network Monitoring. All printed documents containing customer, 
confidential, financial, or sensitive information that is no longer needed will be shredded. Any printed 
material of this nature that is retained will be secured in cabinets. All data backups will be locked and 
secure both on-site and off-site as documented in the Security Policy Document and the 
Backup/Disaster Recovery Guide. Contractor will actively monitor the IDS systems, Local Area 
Network/Wide Area Network, (LAN/WAN) equipment and all critical servers. Encryption techniques will 
be used for data transmissions where applicable. 
 
(f) Assessments. City reserves the right to conduct risk assessments, vulnerability assessments, black 
box 
penetration tests or hire a third party to conduct risk assessments, vulnerability assessments, and 
black-box penetration tests of the Contractor’s environment. Contractor will be alerted in advance and 
arrangements made for an agreeable time. Contractor shall respond to all Critical, High, and Medium 
severity vulnerabilities discovered by providing an acceptable timeframe to resolve the issue and/or 
implement compensating control(s). 
 
5.3 Updates to Security Standards. If a change or addition to the Security Standards is required by 
law, rule, regulation, order, judgment or decree, Contractor shall comply with such amended Security 
Standards as soon as possible but in no event later than the time for compliance indicated in such law, 
rule, regulation, order, judgment, or decree. If the event Contractor adopts changes to the Security 
Standards, Contractor will provide the Services in accordance with such new Security Standards; 
provided that if such new Security Standards are of a level which is less than the level of the Security 
Standards previously required by this Agreement, and if City does not agree with such new Security 
Standards, City may terminate and this Agreement upon written notice to Contractor. If City accepts 
such new security standards, such new security standards shall be deemed to be “Security Standards” 
for purposes of this Agreement. 
 
5.4 Security and Supervision. Contractor's personnel, when on City's premises or accessing City's 
networks or providing maintenance services hereunder, will comply with all of City's security, 
supervision, and other standard procedures applicable to such personnel, including, if applicable, City's 
Internet and Electronic Communications Usage Policy. 
 
5.5 Audit. City reserves the right to conduct, either itself or through a third-party independent 
contractor selected by City at City's expense, an on-site audit and review of Contractor's architecture, 
systems and procedures used in connection with the Services and the Software Programs. Such audit 
and review shall be conducted upon City's reasonable request no more than once every 12 months, 
and with thirty-day written notice. After conducting an audit, City shall be entitled to notify Contractor 
of the way Contractor does not comply with any of the security, confidentiality, or privacy obligations 
herein, if applicable. Upon such notice, Contractor shall use commercially reasonable efforts to make 
any necessary changes to ensure compliance with such obligations. If Contractor is unable to remedy 
the defects or deficiencies causing its noncompliance with any obligation, City may terminate this 
Agreement upon written notice to Contractor. Any audits described in this Section shall be conducted 
during reasonable times and upon reasonable advance notice to Contractor and shall be of reasonable 
duration and shall not unreasonably interfere with Contractor's day-to-day operations. Further, City 
shall not conduct an audit more than twice per year unless City determines in its reasonable discretion 
that additional audits are necessary. If City conducts an audit through a third-party independent 
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contractor, such independent contractor shall be required to enter into a non-disclosure agreement 
containing confidentiality provisions substantially like those set forth herein to protect Contractor's 
proprietary information. In addition to and not in lieu of City's rights to conduct an audit as described 
in this Section, once per year during the term of this Agreement, Contractor will provide City with a 
written certification that Contractor has tested its architecture, systems, and procedures and that it is 
in full compliance with the security, confidentiality, and privacy obligations herein. Such certification 
shall be signed by an officer of Contractor. 
 
5.6 Information Security Incident Management. Contractor must adhere to a formally documented 
incident management process, must cooperate with City personnel in the diagnosis, investigation and 
response of any security incidents or faults that impact City data. Contractor must notify the City within 
48 hours of suspicion, detection or confirmation of a breach or unauthorized access to City information 
that is hosted, stored, processed, or transmitted by the Contractor. Notification will be made using City 
provided email and phone as identified in the Notices section of this contract. 
 
5.7 Business Continuity and Disaster Recovery Management. Contractor must have business 
continuity and disaster recovery plans and processes in place to ensure the service for the City is 
adequately maintained in the event of any negative impact on the Contractor´s service as set forth in 
Section 17. Contractor will regularly backup City data and retain such City backup data copies according 
to City data retention requirements or otherwise provide backup data to the City. 
 
5.8 Applicable Laws and Regulations. Contractor will comply, and assist City to comply with, all 
applicable standards, State and Federal laws and regulations including, but not limited to: 
● National Institute of Standards and Technology (NIST) Special Publication (SP) 800-82 revision 2 (or most 
recent published revision) 
● International Society of Automation ISA/IEC 62443 
● ANSI American Water Works Association G430-14 
● America’s Water Infrastructure Act of 2018 
 
6. FEES AND OTHER PAYMENTS. 
 
6.1 Fees. Notwithstanding anything to the contrary in any schedule or exhibit, no Fees will be due or 
owed, with respect to any Services unless and until: (i) the parties agree to a Schedule covering such 
Services as listed in Exhibit B, and (ii) City receives an invoice for the relevant Fees. 
 
6.2 Taxes. Contractor shall be responsible for the payment of all sales, use or similar taxes applicable 
to the purchase by Contractor of any materials and components used in the manufacture or assembly 
of any Products. City, the contractors or End Users, as applicable, shall be responsible for the payment 
of all sales or use taxes imposed by any jurisdiction in the United States applicable to the sale of any 
Products under this Agreement, or to the extent applicable will provide appropriate sales tax exemption 
certificates. 
 
6.3 Invoices. Contractor will provide City with an itemized invoice for all Fees that become due 
hereunder. Each valid and undisputed invoice will be due and payable within thirty (30) days after City's 
receipt of such invoice. Should City dispute any invoice, City will notify Contractor of the nature of the 
dispute in writing within fifteen (15) days of the invoice date. City will have the right to withhold payment 
of the portion of the payment in question until the dispute is resolved (“Disputed Invoice”).  If City does 
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not notify Contractor of any dispute within fifteen (15) calendar days of the invoice date, then the 
invoice is deemed to have been accepted and invoice payment is required to be made on the payment 
due date per contract terms. 
 
6.4 Delinquent Payment. If City fails to make timely payment Contractor will send City a notice of 
default and provide the City with ten (10) day to cure the delinquent payment. If the City fail to cure the 
default, City will be held in breach and Contractor may demand immediate payment  and at Contractor’s 
option (i) suspend all further deliveries or performance to be made under the Agreement or any further 
performance under any other contract with City, in which event City will not be released in any respect 
from its obligations to Contractor under the Agreement or the other contract; (ii) recover all costs of 
collection including but not limited to reasonable attorneys’ fees; (iii) repossess the Goods and Software 
for which payment has not been made;  (iv) retain any equipment supplied by City to Contractor in 
relation to Contractor’s provision of Services; (v) charge interest at the rate of 1.0% per month on the 
past due amount, not to exceed the interest percentage allowed by law; and (vi) reassess the credit 
worthiness of City.  Upon City’s breach of this Agreement, any discount from Contractor’s rates, if any, 
will cease to apply to the delinquent invoice 
7.0 DELIVERY, TITLE, AND RISK OF LOSS. Unless otherwise agreed upon in a Purchase Order, title to 
all Goods sold hereunder, except for Software whose title always remains with Contractor, will pass to 
City upon full payment of the Purchase Order. Upon delivery, risk of loss or damage will pass to City, 
unless delivery has been delayed because of City in which event risk of loss will pass to City upon the 
originally scheduled delivery date and City will be responsible for all costs and expenses including 
storage and insurance. Delivery, unless otherwise agreed upon in a Purchase Order, will be Ex-works 
(Incoterms 2010), Contractor’s facility. If, as part of a Purchase Order, Contractor is responsible for 
packing any Goods for shipment, Contractor will pack, mark, and label such Goods in accordance with 
its usual packing procedures. 
 
8.0 RECEIVING, INSPECTION AND ACCEPTANCE.  City will be responsible for receiving, installing, 
starting up and maintaining all Goods, unless otherwise agreed in the Specifications. If City fails to notify 
Contractor of any material non-conformities with the Specifications within thirty (30) days, or is using 
those Goods, Software, or Services in a production environment or for the regular conduct of its 
business, the Goods, Software or Services will be deemed accepted, without prejudice to the warranty 
provisions hereunder. City will have the right to reject any Goods, Software, or Services that are 
delivered to City not in accordance with the Specifications in the Purchase Order. Contractor will have 
a reasonable opportunity to correct non-conformities, replace non-conforming Goods and/or Software 
or correct or re-perform the Services at its option, in accordance with Warranty Article. Should 
Contractor fail to use reasonable efforts to correct non-conformities, replace the non-conforming 
Goods and/or Software or re-perform or correct non-conforming Services within a reasonable period 
of time, City may terminate the Purchase Order or portion thereof and is not obligated to pay any 
invoice for the purchase order as provided in Section 6.3 Contractor’s maximum liability under this 
Article shall be to refund the fees and expenses paid by City for the City’s damages arising out of relating 
to the portion of the Goods, Software or Services that is non-conforming. 
 
Unless other acceptance criteria are agreed upon in the Specifications, Contractor’s standard testing 
procedures, including factory acceptance test and site acceptance test where applicable, will apply to 
Goods, Software, and Services provided.  Contractor must provide City a minimum of seven (7) days 
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prior written notice of any testing of Goods, Software, or Services provided by Contractor under this 
Agreement. If City’s representative is unable to attend any of these tests having received such notice, 
City will be deemed to have waived its entitlement to attend such tests.  To the extent that any Goods, 
Software or Services have been, or can be deemed approved in writing by City pursuant to the terms 
of this Agreement or the applicable Purchase Order at any stage of Contractor’s performance, 
Contractor will be entitled to rely on such approval for purposes of all subsequent stages of its 
performance hereunder. 
 
9. REPRESENTATIONS, WARRANTIES, COVENANTS, AND LIMITATION OF LIABILITY. 
 
9.1 Compliance with Laws. Contractor must and must use its reasonable commercial efforts to cause 
its suppliers to comply with all applicable United States, federal, state, and local laws, rules, and 
regulations, with respect to the performance of the Services. 
 
9.2 No Infringement. Contractor represents and warrants that the Services, Facilities and Software to 
be performed, operated, or used under this Agreement do not and will not, infringe any third-party 
patent, trade secret, copyright, trademark or other intellectual property rights in the United States or 
any other country or jurisdiction to which Contractor provides the Services for use by City, the 
contractor,  
 
9.3 Encryption. Contractor will identify in the applicable Schedule any encryption used in the Services 
and Software and the Commodity Classification, Export License or License Exceptions, and Import 
License granted with respect thereto. Contractor represents that it has complied with, and will continue 
to comply with, all applicable laws, rules and regulations of the United States or any foreign country 
with respect to the export or importation of the Services and Software, any modifications, 
enhancements, or updates thereto, and any technical data derived therefrom. 
 
9.4 Warranties for Goods, Software and Services.  
 
9.4.1 Warranty Period: means the applicable time period during which Goods, Software and Services 
are respectively guaranteed by Contractor under the conditions set forth herein as follows:   
 
(a) Field Devices: are warranted for a period of twenty-four (24) months following the date of shipment, 
except for Series pressure products which are guaranteed for five (5) years following date of shipment. 
  
(b) Triconex and DCS Control Systems: such as Tricon, EcoStruxure Foxboro DCS, Hybrid DCS, 
Modicon PLC and PAC and EcoStruxure Power SCADA Server are warranted for a period of twelve (12) 
months following installation or eighteen (18) months following the date of shipment, whichever occurs 
first. 
    
(c) Telemetry and Remote SCADA Systems including Trio Licensed Radios Products: are warranted 
for a period of thirty-six (36) months from shipment. 
 
(d) Consumable Products:  Products normally consumed in operation or which have an inherently 
short normal use period, including but not limited to consumables such as flashtubes, lamps, batteries, 
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storage capacitors, are guaranteed for a period of ninety (90) days from date of delivery by Contractor, 
except for disposable PH/ORP sensors, replacement PH, ORP and reference electrodes and dissolved 
oxygen membranes which are guaranteed for a period of one (1) year from the date of shipment or 
until they are installed, whichever occurs first. 
 
(e) Spare Parts: for the above are guaranteed for three (3) months from shipment, unless used for 
repair and replacement during the Warranty Period, in which case, the spare parts will be guaranteed 
for three (3) months or until the end of the initial Warranty Period, whichever comes last. 
   
(f) Cybersecurity services: are warranted as addressed in the Contractor’s proposal. 
  
(g) Services: are warranted for a period of thirty (30) days following their performance. 
   
(h) Customer First Support Program (“CFA”): are warranted for a period of Ninety (90) days from the 
date of Service. Contractor warrants that any parts, for Goods which are supplied while performing 
Services under the Agreement, will be free from material defects for a period of 90 days following 
delivery of such parts. Additionally, Contractor warrants that any Software upgrades, patches, service 
packs, quick fix, quick custom, or corrective fixes which are supplied while performing Services under 
the Agreement, will be free from material defects for a period of 90 days following delivery of such 
Software upgrades, patches, service packs, quick fix, quick custom, or corrective fixes. For any breach 
of these warranties, a City’s exclusive remedy, and Contractor’ entire liability, will be the reperformance 
of the Services or repair or replacement of such parts, Software upgrades, patches, service packs, quick 
fix, or quick custom. 
 
(i) Repaired or replaced Goods and Software: must be warranted by Contractor for the remainder of 
the original Warranty Period or for three (3) months, whichever is longer, free of charge and return-
shipped to City with transportation prepaid by Contractor. City will not be responsible for any offshore 
transport.  All Services corrected or re-performed must be warranted only for the unexpired portion of 
the original Warranty Period applicable to Services.  
 
 
9.4.2 Exclusive Warranty Remedies: In the event of any warranty covered defects or deficiencies in 
Goods in subsections above, or Services in subs. (b) above, the sole and exclusive obligation of 
Contractor is to re-perform the Services, or repair or replace the defective Goods or part of the Goods 
at Contractor’s sole cost. Such warranty coverage is contingent on City providing written notice to 
Contractor within seven days from the date the City is reasonable aware of such defect or deficiency. 
 
9.4.3 Exclusions & Limitations: This warranty will not apply (a) to Goods not manufactured by 
Contractor, (b) Services not provided directly by Contractor, (c) to Goods or Services that have been 
repaired or altered by anyone other than Contractor so as, in Contractor’s judgment, which Contractor 
must not unreasonably withhold, affects the same adversely, (d) Contractor’s conformance with City’s 
design of the Goods or Software; or (e) to Goods or Services that appear to be subjected to negligence, 
accident, damage by circumstances beyond Contractor’s control, or improper operation, maintenance, 
or storage beyond Contractor’s control, or to other than normal use or service. The foregoing 
warranties do not cover reimbursement for labor, transportation, removal, installation, temporary 
power, or any other expenses that may be incurred in connection with repair or replacement. 
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 Repaired or replaced Goods and Software must be warranted by Contractor for the remainder of the 
original Warranty Period or for three (3) months, whichever is longer, free of charge and return-shipped 
to City with transportation prepaid by Contractor. City will not be responsible for any offshore 
transport.  All Services corrected or re-performed must be warranted only for the unexpired portion of 
the original Warranty Period applicable to Services.  With respect to Goods not manufactured by 
Contractor, or Services provided by non-Contractor providers, the warranty obligations of Contractor 
must in all respects conform and be limited to the warranty extended to Contractor by such non-
Contractor supplier.  
 
EXCEPT AS SET FORTH HEREIN OR IN THE WARRANTIES PROVISIONS CONTAINED IN SEPARATE 
SOFTWARE END USE LICENSE AGREEMENTS, THESE WARRANTIES, CONDITIONS, AND EXCLUSIONS ARE 
EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, 
REPRESENTATIONS AND GUARANTEES (EXCEPT WARRANTIES OF TITLE), EXPRESS OR IMPLIED, 
INCLUDING, BUT NOT LIMITED, TO IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE 
QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS MAY BE PROVIDED IN WRITING BY 
CONTRACTORCONTRACTOR, CONTRACTORCONTRACTOR SHALL NOT BE SUBJECT TO ANY OTHER 
OBLIGATIONS OR LIABILITIES WHATSOEVER THAN AS STATED ABOVE WITH REGARD TO PRODUCTS 
AND SERVICES SOLD BY CONTRACTORCONTRACTOR TO CITYCITY. 
 
ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, AND INTENDED SOLELY FOR THE BENEFIT OF, 
CITYCITY AND DO NOT EXTEND TO ANY THIRD PARTY, EXCEPT IN CASE OF TRANSFER OF THE SOFTWARE 
IN ACCORDANCE WITH APPLICABLE SOFTWARE LICENSE OR THE ASSIGNMENT ARTICLE. 
 
9.5 Viruses. Contractor represents, warrants, and covenants that the Software does not and will not 
contain any computer code designed to disrupt, disable, harm, or otherwise impede in any manner, 
including aesthetic disruptions or distortions, the operation of the Software or any System (referred to 
as “viruses” or “worms”). 
 
9.6 Other Code. Contractor represents, warrants, and covenants that the Software Programs, if and 
when released to City or deposited in escrow pursuant to Section 3.3, does not and will not contain any 
computer code that: (a) would disable the Software or any System or impair in any way their operation 
based on the elapsing of a period of time, the exceeding of an authorized number of copies or scope 
of use, or the advancement to a particular date or other numeral (referred to as “time bombs,” “time 
locks,” “license keys,” or “drop dead” devices); (b) would permit Contractor or any third party to access 
the Software or any System (referred to as “traps,” “access codes,” or “trap door” devices); or (c) would 
permit Contractor or any third party to track, monitor or otherwise report the operation and use of the 
Software by City or any of its customers or clients. 
 
9.7 Documentation. Contractor represents, warrants and covenants that the Documentation: (a) does 
and will accurately and completely describe the relevant Software Programs; (b) is and will be complete, 
free of errors and sufficiently detailed to allow City's personnel to operate and use such Software 
Programs; and (c) will be updated as and when any Upgrade is provided for such Software Programs 
and such updated Documentation will be delivered by Contractor to City promptly upon any such 
update. 
 
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9.8 Open Source. Contractor warrants that, except as approved by City, and for so long as the Services 
are to be provided by Contractor, (a) the Licensed Materials, including any Custom Programs, do not 
and will not include “open source software” or any derivative work thereof, and (b) Contractor shall not 
include in any deliverables or other work product created by Contractor for delivery to City any “open 
source” software or any derivative work thereof; provided, however, that Contractor may use or 
distribute “open source” software if such software is not included in the Software Products and is not 
installed and used by Contractor at City's premises (as in the case of software used only by Contractor 
in Contractor's own internal systems), or if such software as used by Contractor is not combined, 
incorporated, merged, or dynamically linked with any proprietary software owned or used by City (as 
in the case of development tools or devices that include “open source software” but do not introduce 
any part of such software into any deliverables, work product, or other City software). For purposes of 
this Supplement, “open source” software means any software that is licensed or provided, in whole or 
in part, pursuant to a license or terms of use that allows users to run, copy, distribute, study, change 
and improve the software without any obligation of the user to pay fees or royalties, and which contains 
one or more of the following restrictions: (i) the user may not sublicense, resell or distribute the same 
software or any derivate work thereof under different terms of use, (ii) the user may not charge license 
fees for the sublicense, resale or distribution thereof, (iii) the user must release source code to any third 
party to whom such software or any derivative work thereof is distributed, (iv) the user may not claim 
copyright or other intellectual property rights in any derivative work thereof, or (v) the user is prohibited 
from discriminating by restricting the persons or purposes for which the software is used. Excluded 
from the definition of “open-source software” is software that is readily available in source code form 
but is not subject to any restriction on the further use or distribution thereof or any derivative work 
thereof, including “academic licenses” such as the MIT (aka XII) License, the Berkeley Software 
Distribution (BSD) license, and the Mozilla license. Contractor shall apply Contractor's business 
continuity and disaster recovery plans as set forth in Exhibit D hereto in conjunction with the Services. 
 
9.9 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT 
OR ANY SCHEDULE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY OF THE FOLLOWING: LOST 
PROFITS, LOST REVENUE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES 
EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE 
FOREGOING, NO LIMITATION OR EXCLUSION OF CONTRACTOR'S LIABILITY WILL APPLY WITH RESPECT 
TO ANY CLAIMS ARISING OUT OF OR RELATING TO 8 (“INTELLECTUAL PROPERTY INDEMNIFICATION”) 
OF THIS AGREEMENT, OR ITS WILLFUL MISCONDUCT OR NEGLIGENCE, OR ANY CLAIMS FOR PERSONAL 
INJURY. For the avoidance of doubt, any fines or penalties assessed on a party under applicable law 
arising out of the other party's breach of this Agreement are direct damages. NOTWITHSTANDING ANY 
OTHER PROVISION OF THESE CONDITIONS OF SALE OR ANY OTHER CONTRACT DOCUMENT TO THE 
CONTRARY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE 
LIABILITY OF CONTRACTORFOR DIRECT DAMAGES HEREUNDER SHALL NOT EXCEED TWO TIMES THE 
AMOUNTS ACTUALLY PAID BY THE CITY TO CONTRACTOR FOR THE WORK GIVING RISE TO A 
CLAIM.EXCEPT FOR THE TRANSFER OF SOFTWARE LICENSE IN ACCORDANCE WITH APPLICABLE 
LICENSE, THE TERMS OF THIS AGREEMENT SHALL NOT BENEFIT OR CREATE ANY RIGHT OR CAUSE OF 
ACTION IN OR ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN CITY AND CONTRACTOR.  ANY 
ACTION AGAINST THE OTHER MUST BE BROUGHT WITHIN THIRTY-SIX (36) MONTHS AFTER THE EVENTS 
GIVING RISE TO THE CAUSE OF ACTION EXCEPT THAT AN ACTION FOR NON-PAYMENT MAY BE 
BROUGHT BY A PARTY NOT LATER THAN ONE YEAR FOLLOWING THE DATE OF THE LAST PAYMENT DUE 
TO SUCH PARTY HEREUNDER.TO THE EXTENT PERMITTED BY LAW, THE PROVISIONS OF THIS ARTICLE 
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SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR 
LOSS, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE. 
10.  INDEMNIFICATION. 
 
10.1 Indemnification. Contractor must indemnify, defend, and hold City harmless against claims 
(including without limitation, the Parties’ employees) for personal injury, death, or loss of any kind, or 
damage to property directly caused by or directly arising out of to and to the extent of  Contractor’s 
negligent acts, negligent errors or omissions, willful misconduct, or  intentional acts in the performance 
of its obligations hereunder, provided: (i) Contractor is entitled to exclusively control the defense 
against the claim; (ii) Contractor is notified by City within 10 days of City’s receipt of such claim and (iii) 
City provides reasonable assistance in the defense of the claim and does not enter into any settlement 
or make any concession without the Contractor’s prior written approval, which Contractor may not 
unreasonably withheld. 
 
10.2 Intellectual Property Indemnification by Contractor. Unless otherwise set forth in the 
applicable Contractor’s License Agreement, Contractor shall defend, indemnify, and save harmless City 
from and against any third party claims, suits, judgments, court costs, reasonable attorney's fees and 
other liabilities, demands or losses (altogether “Liabilities”) to the extent such Liabilities result from an 
infringement due to the Services and/or Goods, Software’s design or construction, of a patent or 
copyright owned by a third party in the country of manufacture of such Goods and/or Software or in 
the country of performance of the Services at the time of execution of the relevant Purchase Order 
under which the alleged infringement has occurred, provided that:  (i) Contractor will be notified by City 
within ten (10) days of City’s receipt of said suits; (ii) Contractor will be given the sole control of the 
defense and but Contractor must obtain City’s written consent to any related settlement negotiations, 
which the City will not unreasonably withhold, that may affect the City’s use of the Services, Goods or 
Software; (iii) City agrees to reasonably assist Contractor in the defense of the claim and (iv) City will 
cooperate with Contractor to cease any use of the Goods or Software that may constitute an 
infringement.  Contractor will not be responsible for any settlement made without its consent. The 
foregoing obligations do not apply when the claim of infringement results from or is related to: (i) Goods 
and/or Software provided pursuant to City’s designs, drawings or specifications; (ii) Goods and/or 
Software stored, used or maintained otherwise than in accordance with Contractor’s instructions or 
recommendations or other than for the City’s internal business purpose; (iii) claims of infringements 
resulting from combining Goods or Software provided hereunder with any other item not furnished by 
Contractor; (iv) modifications to the Goods or Software without prior written consent of Contractor; (v) 
parts supplied or designed by City or third parties; and (vi) City’s failure to use corrections or 
enhancements made available by Contractor. Contractor may cease to deliver any Goods, Software or 
Services, which it reasonably believes may infringe third party’s rights. In case said results of Services, 
Software or Goods, or any part thereof, is in such suit held to constitute infringement and/or its use is 
enjoined, the Contractor shall, at its own expense and option either: (i) procure for the City a royalty-
free license to continue using such Software, results of Services or Goods, or (ii), replace same with 
substantially equal but non-infringing equipment or modify it so it becomes non-infringing, provided 
that no such replacement or modification will in any way amend or relieve Contractor of its warranties 
and guarantees set forth in this Agreement.  In the event Contractor is unable to do either of the 
foregoing, the allegedly infringing item will be returned to Contractor.  
 
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11. SERVICE LEVELS; SUPPORT SERVICES. 
 
11.1 Service Levels. Contractor shall provide the Services in accordance with the Service Levels set 
forth in Exhibit C hereto. 
 
11.2 Support Services. Contractor shall provide the Support Services set forth in Exhibit D hereto. 
 
12. TERM. 
 
12.1 Agreement Term. This Agreement is effective as of the Effective Date and will continue for a 
period of one (1) year(s) or until the Agreement is terminated as provided for herein. The City and the 
Contractor may mutually agree to extend the Agreement for up to two (2) additional terms of one (1) 
year(s) each, or portions thereof in writing not less than sixty (60) days prior to the end of the then-
current term.   
 
12.2 Exhibit Term. Each exhibit will commence on the date first set forth in such exhibit and will 
continue until the terms of such exhibit or this Agreement expire or are terminated in accordance with 
Section 13. 
 
13. TERMINATION. 
 
13.1 Termination for Breach. 
 
(a) If Contractor materially breaches this Agreement or any exhibit, and such breach is incapable of 
cure, or such breach is capable of cure, but Contractor does not cure such breach within thirty (30) days 
after written notice of default, City may terminate this Agreement or the relevant exhibit upon written 
notice to Contractor. To the extent that Contractor commits a material breach of a nature which goes 
beyond the relevant exhibit, City may in its sole discretion terminate: (a) this Agreement (in which event 
all the other exhibits will terminate concurrently therewith); or (b) all affected exhibits. Termination of 
an exhibit or this Agreement will be without prejudice to any other rights and remedies that the non-
defaulting party may have under this Agreement or at law or in equity. 
 
(b) Contractor may terminate this Agreement if City materially breaches the payment or license terms 
of this Agreement and (i) such breach is incapable of cure, or (ii) such breach is capable of cure, or (iii) 
Contractor has provided City with a written notice of default and City has not cured such default within 
thirty (30) days of receipt of such notice. 
 
 
13.2 Termination for Convenience. 
 
Contractor's performance of work under this Agreement or a Purchase Order may be terminated by 
the City in accordance with this article in whole or in part whenever the City may elect, with minimum 
prior written notice (“Notice of Termination”) of at least thirty (30) days. Any such termination will take 
place by delivery to Contractor of a Notice of Termination specifying the extent to which performance 
of work under the Agreement or Purchase Order is terminated, and the date upon which termination 
becomes effective.  Upon receipt of any such notice, Contractor will, unless the notice requires 
otherwise discontinue work on the date and to the extent specified in the notice; and make every 
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reasonable effort to obtain cancellation of all orders to subcontractors. Upon Notice of Termination, 
City will: (i) pay all fees earned and expenses incurred by Contractor in connection with the performance 
of this Agreement or the Purchase Order until the effective date of such termination (“Fees and 
Expenses”). In the event of partial execution of the Agreement or when termination occurs between 
two invoicing milestones, a prorated share of the Fees and Expenses will be added based upon the 
portion of Purchase Order completed through the termination date. Notwithstanding the foregoing, 
with respect to off-the-shelf Goods, City may only terminate a Purchase Order without cause before 
shipment. 
 
14. SUSPENSION.  
 
Suspension by City. Contractor's performance of work under this Agreement or a Purchase Order may 
be suspended by the City in whole or in part whenever the City may elect, with minimum prior written 
notice (“Notice of Suspension”) of at least thirty (30) days. Upon Notice of Suspension, Contractor will: 
(i) discontinue work on the date and to the extent specified in the notice; and (ii) make every reasonable 
effort to stop orders for materials and equipment and reassign personnel. Upon Notice of Suspension, 
City will pay all Fees and Expenses including all reasonable costs directly related to City’s suspension 
pursuant to this provision, including costs associated with restocking charges and storage costs, if any. 
In addition to the above, in the event of a suspension, City acknowledges: (i) milestones or delivery 
dates that have been agreed to by the Parties may be postponed and such milestones or delivery dates 
will be mutually agreed to upon the lifting of the suspension, and (ii) if the suspension continues for 
more than thirty (30) days the Contractor’s personnel assigned to the Agreement or Purchase Order 
may not be available. When the performance is re-commenced, the suspended agreement and/or 
Purchase Order will recommence upon the date mutually agreed to between the Parties. If the 
suspension continues for greater than ninety (90) days, City, at its sole option, may terminate this 
Agreement or a purchase order, and the suspension will be treated as a Termination for Convenience 
as provided in this Agreement. 
 
14.2 Suspension by Contractor. If the City materially breaches its contractual obligations, including 
but not limited to its payment obligations, Contractor may suspend the performance of a Purchase 
Order or this Agreement. Notwithstanding the foregoing, with respect to off-the-shelf products, If the 
suspension continues for greater than ninety (90) days, Contractor, at its sole option, may terminate 
the Purchase Order or this Agreement, and such suspension will be treated as a Termination for 
Convenience as provided in this Agreement.  
 
15. CHANGES. Either Party may request changes that affect the scope, duration, delivery schedule or 
price of a purchase order, including changes in the Specifications and Goods, Software or Services to 
be delivered or licensed.  If either Party requests any such change, the Parties will negotiate in good 
faith a reasonable and equitable adjustment to the Purchase Order. Neither Party will be bound by any 
change requested by the other until an amendment to the Purchase Order in the form of a change 
order has been accepted in writing by both Parties.  Pricing of changes will be based on the then current 
Contractor’s prices. Any alteration, deletion or addition to the Work ordered in the Purchase Order, a 
change in any provision of the Purchase Order, or a change in law after the date of the Purchase Order, 
will be effective only if made in a change order that is executed by City and Contractor. A change order, 
however, will not modify any provisions of this Agreement unless the Parties agree in writing to do so. 
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16. INSURANCE. 
 
16.1 Insurance Coverage. Contractor will, during the term of this Agreement, at its sole cost and 
expense, obtain and maintain in full force and effect, the insurance coverage in the amounts and on 
the terms set forth in Exhibit E hereto or such other amounts as may be set forth in a Schedule. 
 
16.2 Insurance Certificates. Contractor will provide City with a copy of all relevant certificates of 
insurance upon City's request including those evidencing that City has been added as an additional 
insured. Certificates are to be delivered to City at the address set forth in the applicable Schedule prior 
to delivery of any Software, Goods or Services hereunder, and annually thereafter, and at least thirty 
(30) days prior to any expiration of each insurance policy. 
 
16.3 No Limitation. Nothing in this Section will be construed as limiting Contractor's (or any 
subcontractor's or agent's) liability to City or any third party. The mere purchase and existence of 
insurance does not reduce or release Contractor from liability incurred or assumed within the scope of 
this Agreement. Contractor's failure to maintain insurance will not relieve it of liability under this 
Agreement. 
 
16.4 Claims. Contractor will promptly make a full written report to City as to all accidents or claims for 
damage arising from or in connection with: (i) this Agreement; (ii) the discharge of Contractor's duties 
under this Agreement or any Schedule; or (iii) the presence of Contractor or Contractor's 
Representatives on City's premises. Contractor will cooperate fully with City and with any insurance 
carrier in the investigation and defense of all such accidents and claims, such obligation to survive the 
termination or expiration of this Agreement. 
 
 
18.0 
CONTRACTOR’S DISCLAIMER. 
CONTRACTOR MAKES NO WARRANTY THAT THE CITY'S USE OF SELLER’S GOODS, SOFTWARE, OR 
SERVICES WILL BE UNINTERRUPTED, SECURE AND/OR ERROR-FREE. CONTRACTORDOES NOT 
REPRESENT OR GUARANTEE THAT ANY GOODS AND/OR SOFTWARE WILL BE FREE FROM 
VULNERABILITIES, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSIONS, AND 
CONTRACTORDISCLAIMS ANY LIABILITY IN RELATION THERETO. 
SOFTWARE AND SERVICES SOLD BY CONTRACTORTO CITY. BY USING THE PRODUCTS, SOFTWARE OR 
SERVICES, CITY UNDERSTANDS THESE LIMITATIONS AND AGREES THAT CITY ACCESSES AND USES THE 
PRODUCTS, SOFTWARE AND SERVICES AT CITY’S OWN DISCRETION AND RISK AND THAT CITY WILL BE 
SOLELY RESPONSIBLE FOR ANY DAMAGES TO CITY’S SYSTEMS OR ASSETS OR LOSSES THAT RESULT 
FROM SUCH ACCESS OR USE. 
EXCEPT AS SET FORTH HEREIN OR IN THE WARRANTIES PROVISIONS CONTAINED IN SEPARATE 
SOFTWARE END USE LICENSE AGREEMENTS, THESE WARRANTIES, CONDITIONS, AND EXCLUSIONS ARE 
EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, 
REPRESENTATIONS AND GUARANTEES (EXCEPT WARRANTIES OF TITLE), EXPRESS OR IMPLIED, 
INCLUDING, BUT NOT LIMITED, TO IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE 
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QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS MAY BE PROVIDED IN WRITING BY 
SELLER, CONTRACTORSHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES 
WHATSOEVER THAN AS STATED ABOVE WITH REGARD TO GOODS, SOFTWARE AND SERVICES SOLD BY 
CONTRACTOR TO CITY. 
 
18.3 City’s Use of the Products, Software, and Services.  Contractor may release Updates and 
Patches for its Products, Software, and Services from time to time. City will ensure any Updates and 
Patches for such Products, Software, are installed in accordance with Contractor’s installation 
instructions and using the latest version of the Products or Software, where applicable. An “Update” 
means any software that contains a correction of errors in a Product, Software, or Service and/or minor 
enhancements or improvements for a Product, Software, or Service, but does not contain significant 
new features. A “Patch” is an Update that fixes a vulnerability in a Product, Software, or Service. City 
understands that failing to install Updates or Patches for the Products, Software, or Services may result 
in the Products, Software, or Services or City’s Systems becoming vulnerable to certain Cyber Threats 
or result in impaired functionality, and Contractor will not be liable or responsible for the City’s losses 
or damages that directly result from City’s failure to install any such Product Updates or Patches. 
18.4 Identification of Cyber Threats. If Contractor identifies or otherwise becomes aware of any 
vulnerabilities or other cyber threats relating to the services provided to the City, Contractor will 
promptly notify City of such vulnerabilities or other cyber threats. If City identifies or otherwise becomes 
aware of any vulnerabilities or other Cyber Threats relating to the Products, Software, or Services for 
which Contractor has not released a Patch, City will promptly notify Contractor of such vulnerability or 
other 
Cyber 
Threat(s) 
via 
the 
Contractor 
Report 
a 
Vulnerability 
page 
(https://www.se.com/ww/en/work/support/cybersecurity/report-a-vulnerability.jsp#Customers)  and 
further provide Contractor with any reasonably requested information relating to such vulnerability 
(collectively, “Feedback”). Contractor will have a non-exclusive right to use, display, reproduce, modify, 
and distribute the Feedback (including any confidential information or intellectual property contained 
therein) in whole or part, including to analyze and fix the vulnerability, to create Patches or Updates for 
its customers, and to otherwise modify its Products, Software, or Services, in any manner without 
restrictions, and without any obligation of attribution or compensation to City; provided, however, 
Contractor must not publicly disclose City’s name in connection with such use or the Feedback (unless 
City consents in writing otherwise).  
19. GENERAL. 
 
19.1 Force Majeure. 
 
(a) For purposes of this Agreement “Force Majeure” means an event that is outside the reasonable 
control of a Party, or that with the exercise of due diligence or reasonable business practices could not 
reasonably have been prevented, avoided or removed by that Party, and that prevents that Party from 
performing its obligations under this Agreement and does not result from such Party's negligence or 
the negligence of its agents, employees or subcontractors, including unforeseeable events such as acts 
of God, pandemics, earthquakes, storms, floods, natural events, wars, court order, rebellions, riots, 
strikes, civil disturbances, acts of foreign and/or domestic governmental authorities, labor strikes and 
lockouts, but excluding any failure by a third party to supply any materials or components to Contractor 
unless such failure is itself the result of Force Majeure affecting such third party. 
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(b) Upon the occurrence of an event of Force Majeure with respect to a Party, its obligations under this 
Agreement will, to the extent that they are affected by the event of Force Majeure, be suspended.  
Contractor’s disaster recovery obligations under section 17 will not be affected. Any Party affected by 
an event of Force Majeure will provide written notice to the other Party within thirty (30) days of the 
event giving rise to the Force Majeure. Such Party’s obligations under this Agreement will be excused 
only for the period of delay that begins on the date of notice. Such party must use commercially 
reasonable efforts to fulfill its obligations under this Agreement and to remove or avoid any disability 
and mitigate any damages caused by such event of Force Majeure at the earliest practicable time and 
to the greatest extent possible. 
 
(c) The City acknowledges that the products or part thereof are produced in, or otherwise sourced from, 
or will be installed areas already affected by, or that may be affected in the future by, the prevailing 
epidemics or pandemic and that the situation may trigger stoppage, hindrance or delays in Contractor 
(or its subcontractors) capacity to produce, deliver, install or service the products, irrespective of 
whether such stoppage, hindrance or delays are due to measures imposed by authorities or 
deliberately implemented by the Contractor (or its subcontractors) as preventive or curative measures 
to avoid harmful contamination exposure of Contractor’s (or its subcontractors’) employees. Subject to 
the notice requirements in subsection 18(b), such circumstances may be considered as a cause for 
excusable delay.  
(d) All such Force Majeure conditions preventing performance shall entitle the Party hindered in the 
performance of its obligations hereunder to pricing adjustments and/or an extension of the date of 
delivery of the Goods and Software or completion of the Services by a period equal to the period of 
delay incurred because of the Force Majeure or to any other period as the Parties may agree in writing. 
19.2 UCITA Not Applicable. This Agreement and the transactions contemplated herein are not and will 
never be subject to the Uniform Computer Information Transactions Act (prepared by the National 
Conference of Commissioners on Uniform State Laws) as currently enacted by any jurisdiction or as 
may be codified or amended from time to time by any jurisdiction. 
 
19.3 Contractor Financial Assurances. Upon City's request (to be made not more than once per year) 
Contractor will provide City with financial information of Contractor, which will allow City to adequately 
assess Contractor's creditworthiness. Contractor will not provide City with any nonpublic financial 
information unless it is requested by the City Manager or City Manager’s designee in writing under this 
Section. 
 
19.4 Assignment. Neither party will assign its rights or obligations under this Agreement without the 
prior written consent of the other party, which shall not be unreasonably delayed or withheld, and any 
purported assignment without required consent will be void; provided, that: (a) either Party may 
collaterally assign this Agreement in connection with any financing or an acquisition of all or 
substantially all of such Party's assets and business, and (b) either Party may assign this Agreement to 
one or more Affiliates without prior consent. Subject to the foregoing limitations, this Agreement will 
be binding upon the Parties and their respective legal successors and permitted assigns. 
 
19.5 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 
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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: Schneider Electric Systems                             
Title: Procurement and Supply Senior Manager       ATTN: General Counsel, North America                    
Address:  175 S. Arizona Ave., 3rd Floor                      Address:  70 Mechanic Street                                      
                  Chandler, AZ 85225                                                        Foxboro, MA 02035                                     
Phone:    480-782-2403                                                 Phone: 303-570-9081                                                   
Email: christina.pryor@chandleraz.gov                      Email:  Kathryn.huseman@se.com                            
 
19.6 Remedies. Each Party acknowledges that a breach of certain of its obligations under this 
Agreement other than any payment obligations hereunder, may result in irreparable and continuing 
damage to the other Party for which monetary damages may not be sufficient, and agrees that the 
other Party may be entitled to seek, in addition to its other rights and remedies hereunder or at law, 
injunctive or all other equitable relief, and such further relief as may be proper from a court of 
competent jurisdiction. 
 
19.7 Interpretation. The terms and conditions of this Agreement are the result of negotiations 
between the Parties. The Parties intend that this Agreement should not be construed in favor of or 
against any Party by reason of the extent to which any Party or its professional advisors participated in 
the preparation or drafting of the Agreement. Unless the context of this Agreement otherwise indicates 
when used in a series of items the word “or” will be construed such that the series may include any of 
the items, all the items, or any combination of the items. 
 
19.8 Entire Agreement. This Agreement and all exhibits and schedules attached constitute the 
complete agreement and understanding between the Parties with respect to the subject matter hereof 
and supersede all prior agreements and understandings between the Parties.  
 
19.9 Time of Importance. Contractor acknowledges that time is of importance with respect to 
Contractor's obligations hereunder and that performance of all such obligations will be in accordance 
with the mutually agreed upon terms, including all timetables, milestones and other requirements in 
this Agreement and any schedule or exhibit.  
 
19.10 No Waiver by Conduct. No waiver of any of the terms of this Agreement or any schedule or 
exhibit will be valid unless in writing and designated as such. Any forbearance or delay on the part of 
either Party in enforcing any of its rights under this Agreement will not be construed as a waiver of such 
right to enforce the same for such occurrence or any other occurrence. 
 
19.11 Independent Contractor. Contractor acknowledges that it is acting as an independent 
contractor, that Contractor is solely responsible for its actions or inactions, and that nothing in this 
Agreement will be construed to create an agency or employment relationship between City and 
Contractor or its Representatives. Contractor is not authorized to enter into contracts or agreements 
on behalf of City or to otherwise create obligations of City to third parties. Neither Contractor nor any 
of its Representatives are City employees for any purpose, including for: (i) federal, state, or local tax, 
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employment, withholding or reporting purposes; or (ii) eligibility or entitlement to any benefit under 
any of the City's employee benefit plans (including those that are subject to the Employee Retirement 
Income Security Act of 1974, as amended), incentive, compensation or other employee programs or 
policies (collectively, “Benefit Plans”). Contractor agrees that all such Representatives will be informed 
that they are employees solely of Contractor, or its agent or subcontractor if applicable, and not eligible 
to participate in any Benefit Plan. Contractor agrees that Contractor is solely responsible for payment 
of all applicable workers' compensation, disability benefits and unemployment insurance, and for 
withholding and paying such employment taxes and income withholding taxes as required. 
 
19.12 Non-exclusivity. Contractor acknowledges that City may from time to time enter other 
transactions with companies that may be competitors, suppliers, or customers of Contractor. No such 
activities will be affected by City's agreement to enter into this Agreement. 
 
19.13 No Publicity. Contractor agrees not to disclose the identity of City or its End Users or any of their 
directors, officers, managers, employees, consultants, or agents as a customer or prospective customer 
of Contractor or the existence or nature of this Agreement without the City’s prior written consent. 
Without limiting the generality of the foregoing, Contractor will not use, in advertising, publicity, or 
otherwise, the name of City or its End Users or any of their directors, officers, managers, employees, 
consultants, or agents or any trade name, trademark, service mark, logo, or symbol of City or its End 
Users. 
 
19.14 Severability. If any one or more of the provisions of this Agreement are for any reason held to 
be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of 
this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or 
unenforceable provision will be replaced by a valid, legal, and enforceable provision that comes closest 
to the intent of the Parties underlying the invalid, illegal, or unenforceable provision. 
 
19.15 Survival. Any provision of this Agreement which, by its nature, would survive termination or 
expiration of this Agreement will survive any such termination or expiration of this Agreement, 
including Sections 2 (“Grant of License”), 3 (“Contractor Software License”), 4 (“Non-Disclosure”), 9 
(“Representations, Warranties, Covenants and Limitation of Liability”), 10 (“Intellectual Property 
Indemnification”), 13 (“Termination”), 19 (“General”) and corresponding exhibits and schedules. 
 
19.16 Governing Law. This Agreement will be governed by, and construed in accordance with, the 
internal laws of the State of Arizona, without regard to its choice of laws principles. Notwithstanding 
the fact that some of the Products may be manufactured outside the United States, the Parties hereby 
expressly disclaim the application of the United Nations Convention on the Sale of Goods. 
 
19.17 Counterparts; Method of Amendment. This Agreement, each schedule and exhibit and any 
amendments thereto may be executed in counterparts and will not be effective or enforceable unless 
and until it is executed with the handwritten signature of an authorized representative of each of the 
relevant entities. Without limiting the foregoing, none of the following will amend or modify this 
Agreement or result in the execution of a schedule or exhibit: (i) terms and conditions which are 
displayed or conveyed electronically or are associated with, or are responded to by the operation of a 
mouse or other pointing device, typing on a keyboard, “virtual” actions, an automated computer 
program, the removal of shrinkwrap, the opening of a package, the loading or use of software or other 
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goods or services, or any other action other than such a handwritten signature as described in the 
previous sentence; or (ii) payment by City of any License Fees, Maintenance Fees or other consideration 
to Contractor or use of or any other action with respect to the Software Programs or Maintenance 
Services. 
 
19.18 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties 
required not disposed of by agreement between Contractor and City, the final determination at 
the administrative level will be made by the City Purchasing and Materials Manager. 
 
19.19 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to 
cancellation by City under the provisions of A.R.S. § 38-511. 
 
19.20 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is 
not currently engaged in, and agrees for the duration of the Services Agreement and this 
Agreement, not to engage in a boycott of Israel as defined by state statute. 
 
19.21 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract 
to any contractor (as defined under A.R.S.) 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 parties’ agreement and may be subject to penalties up to and 
including termination of the parties’ 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. 
 
19.22 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. 
 
19.23 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, City may annul this Agreement without liability or, at its 
discretion, to deduct from the Services Agreement price or consideration, the full amount of such 
commission, percentage, brokerage, or contingent fee. 
 
19.24 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 provision. 
 
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19.25 Jurisdiction and Venue. 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. 
 
19.26 Budget Approval Into Next Fiscal Year.  This Agreement will commence on the Effective Date 
and continue in full force and effect until it is terminated or expires in accordance with the provisions 
of this Agreement.  The parties recognize that the continuation of this Agreement after the close of the 
City’s fiscal year, which ends on June 30 of each year, is subject to the City Council's approval of a budget 
that includes an appropriation for this item as an expenditure.  The City does not represent that this 
budget item will be adopted. This determination is solely made by the City Council at the time Council 
adopts the budget.   
 
19.27 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. 
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. 
 
19.28 Exhibits, Precedence of Documents. The following exhibits are made a part of this 
Agreement and are incorporated by reference: 
 
  
 
 
Exhibit A – Scope of Services  
Sub - Exhibit A -1 - Customer First Support and Services Proposal: Premium 
Level dated February 24, 2023  
Exhibit B – Fee Schedule 
Exhibit C – Service Level Requirements 
Exhibit D – Support Services Requirements 
Exhibit E – Insurance Requirements 
Exhibit F – Continuation Agreement dated June 24, 2022. 
 
 
If there is a conflict or legal ambiguity between any Purchase Order and this Agreement, this Agreement 
prevails and controls and governs any Purchase Order. In the event of a conflict in the terms and 
conditions or a legal ambiguity arises among this Agreement and the attached exhibits, the 
documents in the following order prevail and control: (1) this Agreement; (2) Exhibit A – Scope of 
Services; (3) Exhibit B – Fee Schedule; (4) Exhibit C – Service Level Requirements; (5) Exhibit D – 
Support Services Requirements; (6) Exhibit E – Insurance Requirements; (7) Exhibit F – Continuation 
Agreement dated June 24, 2022; (8) Sub-Exhibit A-1 - Customer First Support and Services Proposal: 
Premium Level dated February 24, 2023. 
 
19.29 Greenline. In the event City has concerns related to ethics, compliance, or Contractor’s Principles 
of Responsibility, and/or any potential violations of these policies, City is welcome, but not required, to 
make use Contractor’s GreenLine. The GreenLine is Contractor’s global helpline for external 
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stakeholders. It is a confidential channel through which City can ask questions and raise concerns. 
Reports 
can 
be 
made 
using 
the 
link 
below: 
https://secure.ethicspoint.eu/domain/media/en/gui/104677/index.html 
 
19.30 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. 
 
 
 
Remainder of page left blank intentionally 
 
 
 
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized 
representatives. 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 
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EXHIBIT A 
SCOPE OF SERVICES 
 
The Contractor will provide the City with its Premium level of the Customer FIRST Support and Services, 
a comprehensive support and services package that includes expert technical support from skilled 
Contractor resources, 24/7 emergency support, and priority enroute response commitment for on-site 
corrective assistance.   
 
Summary of Included Services 
Core Support and Services 
 
Technical Support Access 
24/7, Included 
Global Customer Support Website Access 
Included 
EcoStruxure™ Facility Expert Mobile App   
Included 
Preventive Maintenance Site Visits  
2 Per Year, Included 
Enroute Response Commitment for Billable Onsite 
Corrective Assistance 
24 hours, Included 
Software Maintenance Releases, Service Packs, Patches 
and Updates 
Included 
Lifecycle Assessment and Upgrade Planning Roadmap 
Included 
Support Usage and Summary Report 
Included 
Module Exchange Program 
Included 
Software Version Upgrades and Revisions 
Included 
System Asset Viewer 
Included 
Customer FIRST Program Review 
1 Per Year, Included 
 
Services and Material Discount 
Services and Materials 
Current List Price Discount 
Advantage Discount Program 
50% 
Site Support Services 
10% 
Digital Learning Services 
15% 
Classic Learning Services 
12% 
MEP Parts 
43% 
Consulting Services 
10% 
Spares 
10% 
Test and Offline Development System Licenses 
50% 
 
Optional Services 
Premium 
 
Advantage Upgrade – Labor Services Funds 
$10,000 Per Year 
 
Technical Support Access   
The Contractor will provide expert technical assistance and application support during normal business 
hours via regional support centers and locally based service engineers. Each request is processed through 
a defined multi-level response model that assures skilled and timely attention appropriate to the urgency 
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and complexity of the reported situation.  Reported situations are assessed by support analysts according 
to the impact on the customer’s production, safety, or environment.   
The Contractor will provide emergency technical support outside of normal business hours for situations 
that involve loss or potential loss of an essential function, such as a production line, system, or plant down 
situation. 
Technical support access will be available 24 hours per day, 7 days per week.   
 
Global Customer Support Website Access   
The Contractor will provide its extensive knowledgebase of technical user documentation, issue 
solutions, and software via the Customer Support website. The registration profile allows the 
website user to refine their access to only the product content of interest.   
The web tools will provide online support case management through which City personnel may 
submit service requests. A tracking number will be issued to the submitter, who may review case 
status and upload additional information as appropriate.   
In addition, website registrants will receive pro-actively issued communications of three types:    
▪ 
Advisories that describe identified technical product problems and provide a solution   
▪ 
Notifications pertaining to lifecycle management topics such as hardware and software release 
notifications, and service program changes   
▪ 
New product announcements   
 
EcoStruxure™ Facility Expert Mobile App    
The Contractor will provide its EcoStruxure™ Facility Expert Digital Logbook app to the City with digital 
access to reports and maintenance plan, which includes: 
▪ 
Accurate planning of preventive maintenance schedule.   
▪ 
Greater visibility of the onsite work done.   
▪ 
Details of activities undertaken during a given period.   
▪ 
Access to all your reports and documentations pertaining to the CFA:   
• 
CFA Contract Agreement   
• 
Contract Management Review Reports Filed Services Reports (FSR)   
• 
Preventative maintenance (PM)   
• 
RoadMap Reports   
 
Preventive Maintenance Site Visits Per Year   
The Contractor will provide two preventative maintenance visits per year. The general scope of work 
includes physical inspection of equipment, review of software maintenance releases and fixes, technical 
advisories, product alert notices and status of open cases. The service engineer will perform analysis of 
system conditions (counters, loading, etc.) to help ensure the system is operating within defined 
specifications. They will perform corrective actions that are within the scope of the PM visit, and schedule 
follow-up maintenance for additional issues if necessary. The City and the Contractor will determine the 
schedule, timing, and the appropriate length of the PM visit per site.  
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Once per year, or more frequently if EcoStruxure™ DCS Advisor Services V4.0 (or higher) is enabled, the 
Contractor will collect system configuration data via use of a tool known as FERRET. This data will be 
used for the following purposes:   
▪ 
It will be analyzed as a proactive aid in helping to identify any potential need for corrective or preventive 
activity.   
▪ 
It will be used to develop the annual Lifecycle Assessment Report and Upgrade Planning Roadmap.   
▪ 
It is available for System Asset Viewer application use.   
The data files will be stored in the Global Support Center’s (GCS) Installed Base Repository.   
The Preventive Maintenance Site Visit includes (if installed) DCS Advisor Server maintenance support.   
The Preventive Maintenance Site Visit does not include:   
▪ 
Installation of version licenses, revision releases and maintenance releases, or any startup activities.   
▪ 
Activities associated with the optional DCS Advisor Services: Remote Backup Service, NetSight Console, 
DCS Advisor Server with Data Diode, Patch Deployment to DCS Advisor Server. 
These activities, and others that fall outside of PM scope of work, require the scheduling of a separate site 
visit for which the labor terms of this agreement will apply.   
Enroute Response Commitment for Onsite Corrective Assistance   
The Contractor will provide technical support engineers/consultants via voice and electronic 
communication methods. If remote connection directly to the EcoStruxure Foxboro DCS is applicable, with 
proper approvals, this approach may be engaged to help facilitate matters.   
If the Contractor is unable to resolve the support case via these methods, the Contractor will provide hands-
on corrective assistance. These activities may include system troubleshooting, defective hardware 
replacement, and software restoration or correction due to data corruption or necessity.  
Software restoration may be accomplished using install discs or via download. If the customer’s data is 
corrupt, there may be no recourse, in some cases, to restore corrupted user data.   
The Contractor will provide a 24-hour commitment for corrective assistance.  
Activities that are not covered by Onsite Corrective Assistance include: 
▪ 
Application work, block configuration, display creation, historian creation, software installation, manual 
installation activity associated with “Patch Deployment to EcoStruxure™ DCS Advisor Server”, 
preventative maintenance work, startup support and upgrade labor.   
▪ 
Labor and materials, travel and living expenses are billable unless otherwise defined in the Agreement 
terms. Billable labor hours include travel time, time spent obtaining plant access, time spent onsite and 
offsite performing evaluations and preparing documentation necessary for the assigned tasks.   
 
Software Maintenance Releases, Service Packs, Patches and Updates   
The Contractor will provide maintenance releases and fixes for covered software related to the City’s 
application that is released during the contract period.   
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Maintenance releases provide corrections to software defects within a software revision level.  Media 
will be made available upon release, in electronic or physical format as appropriate, during the program’s 
coverage timeframe. The Contractor makes no guarantee that maintenance releases will become 
available during the agreement period.   
Installation labor for version licenses, revision releases, maintenance releases, service packs, patches and 
updates, and startup activities is not included in this program feature. These activities require the scheduling 
of a separate site visit for which the labor terms of this Agreement apply.   
Lifecycle Assessment and Upgrade Planning Roadmap   
The Contractor will provide the Lifecycle Assessment and Upgrade Planning Roadmap report. The 
Contractor will collect system configuration data either remotely or during a site visit. The data files are 
stored in the Global Customer Support (GCS) Installed Base Repository and will be used to develop the 
Lifecycle Assessment and Upgrade Planning report.  The report will be reviewed with the City during the 
annual Customer FIRST Program renewal process.   
The components of the City’s system and applications will be assessed, as appropriate, for potential 
upgrade to preferred (current) phase products.  
The Lifecycle Assessment and Upgrade Roadmap will help facilitate effective; short and long- term 
upgrade planning decisions. It will be updated annually and may be used as the foundation for the optional 
Modernization and Migration Planning service.   
Support Usage and Summary Report   
The Contractor will provide a Support Usage and Summary Report that highlights all technical support case 
activity, labor-based site visits and material exchange activity logged by the Contractor’s service 
management system.  
Module Exchange Program (MEP)   
The Contractor will make its Module Exchange Program available to the City to provide access to its 
materials inventory when rapid replacement of malfunctioning equipment is necessary.  
Product provided under the Module Exchange Program is billable. Pricing for the replacement unit is 
contingent on receipt of the malfunctioning equipment at the Contractor’s designated facility, and 
subsequent determination that the returned unit meets Module Exchange Program Policy qualifications.   
Software Version Upgrades and Revisions   
The Contractor will provide Software Version Upgrade and Revision releases. 
Software Version entitlement is offered for the same product, excluding platform change. The Version 
release is the most significant software upgrade. It generally contains major new features and 
enhancements. The Revision release generally contains both software correction and minor 
enhancements.   
License(s) and upgrade media will be made available upon release, in electronic or physical format as 
appropriate, during the program coverage timeframe. The Contractor makes no guarantee that version 
and revision releases will become available during the agreement period.   
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For Foxboro customers, Software Version entitlement is offered for the same product, excluding platform 
change.  A platform change occurs when the underlying software framework and environment has been 
changed to a dissimilar offering permitting new application software to operate and run. (e.g., FoxView 
to Control HMI or Aim* Historian to the Wonderware Historian).   
Version Upgrade Eligibility 
▪ 
Installed Software must be at the current version (Preferred lifecycle phase) to be eligible for version 
entitlements. Software that was in the Preferred lifecycle phase when the agreement was executed is 
eligible for version entitlement. When these criteria have been met, entitlement to software versions of 
Foxboro software begins and will continue for as long as an active agreement (with Software Version 
and Revision entitlement) is maintained with no lapse in support coverage.    
▪ 
The Components and Software List provided in this proposal will identify the Contractor software 
eligible for version upgrade.   
 
Revision Upgrade Eligibility 
▪ 
Under the agreement, eligibility for revision entitlement will continue for as long as an active Customer 
FIRST agreement (Standard, Premium or Elite levels) is maintained with no lapse in support coverage.   
 
Installation labor for version licenses, revision releases, maintenance releases, service packs, patches and 
updates, and startup activities is not included.   
 
Upgrades to third-party operating system (OS) software, application software, and anti- virus software may 
be required to support new Contractor system and application version and revision releases.  
 
New hardware may be required to support new Foxboro systems and application version and revision 
releases. An incentive program may be offered as appropriate to support such requirements. (Refer to 
Modernization Program.)   
 
System shutdown may be required to support hardware and software version and revision releases.   
 
System Asset Viewer   
The Contractor will provide its System Asset Viewer, a stand-alone application that accesses the system 
configuration data maintained by the Contractor in the Global Customer Support (GCS) Installed Base 
Repository.   
If the System Asset Viewer application is installed on a personal computer or EcoStruxure™ DCS Advisor 
server on site, City staff can use it to access City system configuration data and lifecycle phase information 
on demand. System Asset Viewer can also be used by the Contractor‘s Field Service Representatives 
during site visits.   
Customer FIRST Program Review   
The Contractor will review the Customer FIRST Support and Services program performance periodically 
with the City on a schedule determined by the selected program level. Discussion may include technical 
support, labor, material and remote services usage as applicable to the products covered by this agreement, 
plus lifecycle management and technical topics of value to the City’s site.   
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Included System Components: Airport Water Reclamation Facility 
Item 
Qty 
Product 
Short Description 
Current 
Lifecycle 
Phase 
Obsolete 
Date 
Entitled 
to SW 
Version 
Upgrade 
10.00 
1 
RH103BQ 
H90 Style J, K; V91 Style B, 
C WS Server   
Lifetime 
8/1/2023 
 
20.00 
2 
RH103CY 
H92 Workstation for 
Windows; Style L, M   
Lifetime 
2/1/2024 
 
40.00 
4 
RH102AN 
x440G2-24fx-GE4 (24-Port 
Fiber managed switch)   
Preferred 
 
 
50.00 
8 
P0926CP 
ZCP270 Control Processor 
Mature 
 
 
60.00 
7 
P0926GW 
FBM232, 10/100 Mbps 
Ethernet, Single   
Available 
 
 
70.00 
42 
P0972ZA 
FCM100E, Field Comm 
Mod w/Fiber Optic   
Mature 
 
 
80.00 
38 
P0914SQ 
FBM201 Channel Isolated 
8 Input 0-20 mA   
Preferred 
 
 
90.00 
87 
P0914TD 
FBM207 Channel Isolated 
16 DIN Voltage Monitor   
Preferred 
 
 
100.00 
37 
P0914TG 
FBM241 Ch Isolated Vmon 
DI External Source DO   
Preferred 
 
 
110.00 
21 
P0914TR 
FBM217, Discrete Inputs, 
32 Channels   
Preferred 
 
 
120.00 
24 
P0914XS 
FBM237 Channel Isolated 
8 Output 0-20 mA   
Preferred 
 
 
130.00 
31 
P0916TA 
FBM242 Channel Isolated 
External Source DO   
Preferred 
 
 
140.00 
11 
P0927AH 
FBM214b, HART Inputs, 8 
Channels   
Preferred 
 
 
150.00 
17 
P0927AK 
FBM244, HART 4 Input + 4 
Output Channels   
Preferred 
 
 
160.00 
2 
RH914TG 
FBM241 Ch Isolated Vmon 
DI External Source DO   
Preferred 
 
 
170.00 
2 
RH914TR 
FBM217, Discrete Inputs, 
32 Channels   
Preferred 
 
 
180.00 
1 
RH927AH 
FBM214b, HART Inputs, 8 
Channels   
Preferred 
 
 
190.00 
1 
S07A10101100 
I/A Series VA.x FDT 
Component, Windows 
Based Wkstn   
Mature 
 
No 
200.00 
1 
S07A10101100 
I/A Series VA.x FDT 
Component, Windows 
Based Wkstn   
Mature 
 
No 
210.00 
1 
S07A10101100 
I/A Series VA.x FDT 
Component, Windows Based 
Wkstn  
Mature 
 
No 
230.00 
1 
S10D00240010 
Software Suite License for 
Foxboro DCS +I/A Series   
Mature 
 
Yes 
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240.00 
1 
S10B00240010 
Software Suite License for 
Foxboro DCS +I/A Series   
Mature 
 
Yes 
250.00 
1 
S10B00240010 
Software Suite License for 
Foxboro DCS +I/A Series   
Mature 
 
Yes 
260.00 
1 
S61C32B52000 
I/A Series Function Block 
SW Lic (Certificate)   
Mature 
 
Yes 
270.00 
1 
S61C32B52000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
280.00 
1 
S61C32B52000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
290.00 
1 
S61C32B52000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
300.00 
1 
S61C32B52000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
310.00 
1 
S61C32971000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
320.00 
1 
S61C32A31000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
330.00 
1 
S61C32B51000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
340.00 
1 
S61C31841000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
350.00 
1 
J0201LA 
Foxboro DCS Control 
License, 100 Analog IO   
Preferred 
 
Yes 
360.00 
1 
J0201LC 
Foxboro DCS Control 
License, 100 Analog IO   
Preferred 
 
Yes 
 
Included System Components: Pecos Surface Water Treatment Plant 
 
Item 
Qty 
Product 
Short Description 
Current 
Lifecycle 
Phase 
Obsolete 
Date 
Entitled 
to SW 
Version 
Upgrade 
380.00 
1 
RH103BQ 
H90 Style J, K; V91 Style B, 
C WS Server   
Lifetime 
8/1/2023 
 
390.00 
1 
RH103CY 
H92 Workstation for 
Windows; Style L, M   
Lifetime 
2/1/2024 
 
400.00 
1 
RH103DJ 
H92 Workstation for 
Windows; Style N, P, and R  
Mature 
 
 
420.00 
2 
RH102AN 
x440G2-24fx-GE4 (24-Port 
Fiber managed switch)  
Preferred 
 
 
430.00 
8 
P0926CP 
ZCP270 Control Processor   
Mature 
 
 
440.00 
12 
P0926GS 
FCM100Et, Field Comm 
Mod w/Fiber Optic & TDR   
Mature 
 
 
450.00 
3 
P0926GU 
FBM230, Four Serial Ports, 
Single   
Available 
 
 
460.00 
3 
P0926GW 
FBM232, 10/100 Mbps 
Ethernet, Single   
Available 
 
 
470.00 
8 
P0972ZA 
FCM100E, Field Comm 
Mature 
 
 
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Mod w/Fiber Optic   
480.00 
27 
P0914TD 
FBM207 Channel Isolated 
16 DIN Voltage Monitor   
Preferred 
 
 
490.00 
15 
P0914TG 
FBM241 Ch Isolated Vmon 
DI + External Source DO   
Preferred 
 
 
500.00 
4 
P0914TR 
FBM217, Discrete Inputs, 
32 Channels   
Preferred 
 
 
510.00 
21 
P0922VT 
FBM214, HART Inputs, 8 
Channels   
Available 
 
 
520.00 
11 
P0922VU 
FBM215, HART Output, 8 
Channels   
Preferred 
 
 
530.00 
26 
P0927AG 
FBM239, Discrete I/O 32 
Channels, 8 In-8 Out-8 In-   
Preferred 
 
 
540.00 
21 
P0927AH 
FBM214b, HART Inputs, 8 
Channels   
Preferred 
 
 
550.00 
25 
P0927AK 
FBM244, HART 4 Input + 4 
Output Channels   
Preferred 
 
 
560.00 
2 
J0200NG 
FoxPanels SW Lic For 
Windows   
Available 
 
Yes 
570.00 
1 
S07A10101100 
I/A Series VA.x FDT 
Component, Windows 
Based Wkstn   
Mature 
 
No 
580.00 
1 
S07A10101100 
I/A Series VA.x FDT 
Component, Windows 
Based Wkstn   
Mature 
 
No 
590.00 
1 
S07A10101100 
I/A Series VA.x FDT 
Component, Windows 
Based Wkstn   
Mature 
 
No 
610.00 
1 
S10D45240010 
Software Suite License for 
Foxboro DCS +I/A Series   
Mature 
 
Yes 
620.00 
1 
S10B00240010 
Software Suite License for 
Foxboro DCS +I/A Series   
Mature 
 
Yes 
630.00 
1 
S10B00240010 
Software Suite License for 
Foxboro DCS +I/A Series   
Mature 
 
Yes 
640.00 
1 
S61C31721000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
650.00 
1 
S61C31721000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
660.00 
1 
S61C42871000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
670.00 
1 
S61C10001000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
680.00 
1 
S61C31722000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
690.00 
1 
S61C31722000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
700.00 
1 
S61C10002000 
I/A Series Function Block 
SW Lic (Certificate)   
Available 
 
Yes 
 
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Advantage Discount Program 
The Contractor offers a significant incentive for modernizing system hardware and software to Preferred 
(current) lifecycle products, in exchange for the return of older equipment to the Contractor. The 
Advantage Discount Program is a global discount policy offering a 25% discount from global list price. The 
City will an additional 25% discount, bringing the total Advantage Discount Program discount to 50% off 
the global list price of eligible parts.   
 
The Advantage Discount Program applies to the upgrading of equipment in the lifecycle categories of 
Available, Mature, Lifetime, and Obsolete with products in the Preferred product lifecycle. Discounts 
applies to Preferred lifecycle product purchases only.   
 
In general, Advantage Discount Program applies to product manufactured by the Contractor’s factories.  
Third party buyout equipment is generally not eligible for the Advantage Discount Program.   
 
The returned equipment must be the functional equivalent of the equipment being modernized.  
Products returned must be in refurbishable condition. Contaminated, damaged, non-repairable or 
obviously broken material will not be accepted in trade. Additionally, equipment must be return to a 
Contractor-designated location within 3 months of shipment of the new equipment.   
 
Site Support Services 
A discount on the Contractor’s current labor rate at time of service is provided on labor hours 
dedicated to Site Support Services.   
 
Site Support Services utilize the talents of the Contractor’s engineers to supplement the City’s site resources 
with simple day to day activities or to help solve more complex engineering issues.  If needed, the City 
and the Contractor will agree on a scope of work.    
 
Classic Learning Services 
Classic training or Classroom Instructor Led Training (CILT) is conducted in-person at Process Automation 
training centers worldwide or at the City’s. Classic training is comprehensive and immersive training that is 
typically delivered in a traditional classroom setting and is recommended for advanced maintenance, 
troubleshooting, and configuration skills required by experienced technical staff.  Expert-level Instructors 
conduct classroom training over 2 to 5 days, during which learners practice skills on physical hardware and 
virtual machines.  
 
A discount on the current listed course prices is provided for standard courses attended at Process 
Automation training centers only. The list prices cover one participant attending one course as published 
in the Contractor’s training calendars.    
 
Digital Learning Services 
Digital learning includes e-learning or Web Based Training (WBT), Virtual Instructor Led Training (VILT) and 
Virtual Coaching. All services are delivered at the learner’s location. 
 
E-learning or Web-Based Training (WBT) courses provide 30 to 90-minute interactive technology training 
specially designed for newly hired technical staff.  Content covers conceptual and application training on 
process control and safety topics. Participants complete training at their own pace online.  Pre-recorded 
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demonstrations and try-it simulations enable participants to practice the application of acquired knowledge 
as often as they need. Courses are modular and can be combined to create learning paths or grouped 
by topics (Collections) as required for individual development.     
 
In VILT classes, a subject matter expert, the instructor, facilitates learning using interactive tools to engage 
learners, and transfer, reinforce, and retain knowledge and skills.  Content covers focused tasks requiring 
application of specific process control skills and product knowledge.  Modelled to blend work time with 
training time, courses are delivered in 1 to 4 sessions, 3 to 4 hours a day. Participants complete 1 to 3 hours 
of lab practice, outside of session times, using virtual machines on the Process Automation Learning Cloud. 
Courses are designed to instill key skills in a short amount of time. The Facilitator and peer participants 
share best practices during sessions.    
 
To support learners beyond formal training, the Contractor offers Virtual coaching services. The 
coaching system and processes are designed to augment our blended learning programs and are a vital 
tool to support the continuous development of employees. Our Coaches deliver learning support virtually 
for the development of remotely located staff.   
 
A discount on the current listed course prices is provided for registrations to scheduled VILT courses 
published on our training calendars or to any of the e-learning courses or Collections. The list prices cover 
one participant attending a single course. Similarly, a discount on the current Process Automation Virtual 
Coaching rates is applied on coaching hours delivered remotely.   
 
Module Exchange Program (MEP) Parts 
The price of unit supplied to the customer will qualify for a discount contingent on material returned to the 
Contractor Electric meeting Module Exchange Program qualifications. Not applicable to consumable 
products   
 
Consulting Services 
The Contractor offers Consulting Services to leverage skilled Contractor resources that can help optimize 
the performance of existing assets, conduct routine performance assessments and assist with new product 
deployment. If services are needed, the City and Contractor will agree to a scope of work. 
 
Spares 
The Contractor provides a discount on the purchase of new material that will be stored as spare inventory 
at the City’s site.   
 
Test and Offline Development System Licenses 
If the City uses an offline system to mirror its online system for testing upgrades, development, etc., before 
moving those changes into production, a discount is applicable to all off-line test system, development or 
disaster recovery system licenses.   
 
The City agrees that all software licenses in the Off-Line system will solely be used for non-production 
testing or simulation or emergency back-up purposes and for no other purposes whatsoever. Applicable 
system will be non-production off-line except for temporary periods during emergency back-up situations 
such as disaster recovery or failover. The off-line system licenses are to be identical to the on-line system 
licenses in product type but may be of lesser quantity or functional capacity (such as lower I/O count, lower 
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tag count, less equipment).  Certain product exclusions may apply – ask your salesperson for further 
information.   
 
Modernization Fund (Optional Service)  
The Modernization Fund provides a mechanism to achieve the adoption of new technologies in manageable 
increments.  Using the Lifecycle Assessment and Upgrade Planning Roadmap, developed at the beginning of 
the agreement, a Modernization Fund is established.  Payments into the fund are accrued over the multi-
year coverage period of the agreement. However, the benefits of technology upgrades can start upon 
accrual and payment of 50% of the value of the Modernization Fund.   
The Modernization Fund Policy applies.   
 
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EXHIBIT B 
FEE SCHEDULE 
 
Pecos Surface Water Treatment Plant Fees 
 
Premium Level Description 
Year 1 
Year 1 
Year 3 
Foxboro DCS System Included 
Services:   
$65,070 
$68,324 
$71,740 
Optional Services: Advantage Upgrade 
and Labor Modernization Fund: 
$5,000 
$5,000 
$5,000 
 
Total 
$70,070 
$73,324 
$76,740 
 
Airport Water Reclamation Facility Fees 
 
Premium Level Description 
Year 1 
Year 1 
Year 3 
Foxboro DCS System Included 
Services:   
$64,550 
$67,778 
$71,166 
Optional Services: Advantage Upgrade 
and Labor Modernization Fund:   
$5,000 
$5,000 
$5,000 
 
Total 
$69,550 
$72,778 
$76,166 
 
 
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EXHIBIT C 
SERVICE LEVEL REQUIREMENTS 
 
SERVICE LEVEL REQUIREMENTS will be as outlined and purchased through Customer First Agreement 
(Sub-Exhibit A-1) services. 
 
 
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EXHIBIT D 
SUPPORT SERVICES REQUIREMENTS  
 
1. SUPPORT SERVICES REQUIREMENTS will be as outlined and purchased through Customer First 
Agreement (Sub-Exhibit A-1) services  
 
 
 
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EXHIBIT E 
INSURANCE REQUIREMENTS 
 
A. Minimum Scope and Limits of Insurance:  Contractor must provide coverage with limits of liability as 
stated below.   
 
1. Commercial General Liability – Occurrence Form  
Said insurance must also include coverage for products completed operations, independent 
contractors, personal injury, property damage, and advertising injury. 
 
 
 
Products – Completed Operations Aggregate 
 
$4,000,000 
 
 
Each Occurrence 
 
 
 
 
 
$2,000,000 
 
The policy must be endorsed to include the following additional insured language: "The City of Chandler, 
its agents, representatives, officers, directors, officials, employees, and volunteers shall be named as an 
additional insured with respect to liability arising out of the activities performed by Contractor."  This 
endorsement may not contain an exclusion or limitation of completed operations coverage as regards 
the additional insured except with respect to the stated aggregate limits of liability. 
 
The policy may not exclude the explosion/collapse/underground (“xcu”) hazard. 
 
2. Worker’s Compensation and Employers' Liability 
 
 
 
Workers' Compensation  
 
 
 
Statutory 
 
 
Employers' Liability  
 
 
Each Accident  
 
 
 
 
$1,000,000 
 
 
Disease – Each Employee 
 
 
 
$1,000,000 
 
 
Disease – Policy Limit 
 
 
 
$1,000,000 
 
Policy shall contain a waiver of subrogation against the City of Chandler. 
 
3. Tech E&O and Network Security & Privacy Liability Insurance (Cyber)  
In addition to the insurance requirements set forth in the Agreement, Contractor agrees to provide 
the following insurance coverage and limits of coverage as part of this Agreement. 
  
Per Loss 
 
 
 
 
 
$5,000,000 
Aggregate 
 
 
 
 
 
$5,000,000 
  
The policy shall cover professional misconduct or lack of ordinary skill for those positions defined 
in the Scope of Services of this Agreement. In the event that the professional liability insurance 
required by this Agreement is written on a claims-made basis, Contractor warrants that any 
retroactive date under the policy shall precede the effective date of this Agreement; and that either 
continuous coverage will be maintained for an extended discovery period will be exercised for a 
period of two (2) years beginning at the time work under this Agreement is completed. If such 
insurance is maintained on an occurrence form basis, Contractor shall maintain such insurance for 
an additional period of one (1) year following termination of Agreement. If such insurance is 
maintained on a claims-made basis, Contractor shall maintain such insurance for an additional 
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period of three (3) years following termination of the Agreement. If Contractor contends that any of 
the insurance it maintains pursuant to other sections of this clause satisfies this requirement (or 
otherwise insures the risks described in this section), then Contractor shall provide proof of same. 
The insurance shall provide coverage for the following risks: 
 
3.1 Liability arising from theft, dissemination and / or use of confidential information (a defined term 
including but not limited to bank account, credit card account, personal information such as 
name, address, social security numbers, etc. information) stored or transmitted in electronic 
form. 
 
3.2 Network Security Liability arising from the unauthorized access to, use of or tampering with 
computer systems including hacker attacks, inability of an authorized third party, to gain access 
to your services including denial of service, unless caused by a mechanical or electrical failure. 
 
3.3 Liability arising from the introduction of a computer virus into, or otherwise causing damage to, 
a customer’s or third person’s computer, computer system, network or similar computer related 
property and the data, software, and programs thereon. 
 
3.4 Additional Requirements: The policy shall provide a waiver of subrogation. 
 
B.  Additional Insurance Requirements: The policies must contain, or be endorsed to contain, the 
following provisions: Contractor’s insurance coverage must be primary insurance and non-contributory 
with respect to the obligations that Contractor has undertaken under this Agreement. The policies must 
contain a severability of interest clause and waiver of subrogation against the City, its officers, officials, 
agents, volunteers, and employees, for losses arising from work performed by the Contractor under 
this Agreement. 
 
C. Notice of Cancellation:  Each insurance policy required by the insurance provisions of this Agreement 
must provide the required coverage and must provider thirty (30) days prior written notice of 
cancellation to the City except for non-payment of premium for which a ten (10) day notice will be 
provided.  Such notice is not a right or obligation within the policies; it does not alter or amend any 
coverage. It will not extend any policy cancellation date and it will not negate any cancellation of the 
policy. Failure to provide a copy of such notice to the certificate holder shall impose no obligation or 
liability of any kind upon the insurer or its agents or representatives.   Such notice must be sent directly 
to the addresses listed below and must be sent by certified mail, return receipt requested: 
 
City of Chandler 
Attention:  Purchasing Division 
P.O. Box 4008, Mail Stop 901 
Chandler, Arizona 85244-4008 
 
 
 
Phone: (480) 782-2400 
 
 
 
Email: purchasing@chandleraz.gov  
 
With a copy to: 
Office of the City Attorney  
 
 
 
 
 
 
 
 
Attention: Risk Management 
 
 
 
175 South Arizona Avenue 
 
 
 
P.O. Box 4008 Mail Stop 602 
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Chandler, Arizona  85244-4008 
 
 
 
Phone: (480) 782-4640 
 
 
 
Fax: (480) 782-4652 
 
 
 
Email: legal.notices@chandleraz.gov 
 
D. Acceptability of Insurers:  Insurance is to be placed with insurers duly licensed or approved 
unlicensed companies in the State of Arizona and with an "A.M. Best" rating of not less than A- VII.  City 
in no way warrants that the above-required minimum insurer rating is sufficient to protect Contractor 
from potential insurer insolvency. 
 
E. Verification of Coverage:  Contractor must furnish City with certificates of insurance (ACORD form or 
equivalent approved by City) as required by this Agreement.  The certificates for each insurance policy 
are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates 
and endorsements are to be received and approved by City before work commences.  Each insurance 
policy required by this Agreement must be in effect at or prior to commencement of work under this 
Agreement and remain in effect for the duration of the Agreement.  Failure to maintain the insurance 
policies as required by this Agreement or to reasonably provide evidence of renewal is a material breach 
of this Agreement. All certificates required by this Agreement must be sent directly to the City of 
Chandler Information Technology Department with a copy to Risk Management as the addresses listed 
in Section C.  The Agreement number and description are to be noted on the certificate of insurance.  
At City’s request, Contractor must make certified copies of all insurance policies required by this 
Agreement available for City’s review through a representative and at Contractor’s most proximate 
business location. 
 
F. Approval: Any modification or variation from the insurance requirements in this Agreement must have 
prior approval from the Office of the City Attorney, whose decision will be final.  Such action will not 
require a formal contract amendment but may be made by administrative action. 
 
 
 
 
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Exhibit F 
Continuation Agreement 
 
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