Agreement

City of Chandler — Study Session (2023-07-17)

Extracted text (via pymupdf) 60279 characters

City Clerk Document No.

City Council Meeting Date: July 20, 2023

CITY OF CHANDLER SERVICES AGREEMENT
STUDIO EQUIPMENT AND INSTALLATION
CITY OF CHANDLER AGREEMENT NO. CAPA3-840-4576

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and SGR Media, dba 5 Words Media, an Arizona S corporation
(Contractor), (City and Contractor may individually be referred to as Party and collectively referred
to as Parties) and made

, 2023 (Effective Date).

RECITALS

A. City proposes to enter an agreement for studio equipment and installation as more fully
described in Exhibit A, which is attached to and made a part of this Agreement by this reference.

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

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

AGREEMENT

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

SECTION I: DEFINITIONS

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

SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.

SECTION III: PERIOD OF SERVICE

Contractor must perform the services described in Exhibit A for the term of this Agreement.

Following execution of this Agreement by City, the Contractor will immediately commence work and
will complete all services described within 240 days from the date the Contractor is notified to
proceed. Contractor is not responsible for any delays by others.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services approved and accepted by the City under this
Agreement must not exceed $791,696.76. Contractor must submit requests for payment for
services approved and accepted during the previous billing period and must include, as applicable,
detailed invoices and receipts, a narrative description of the tasks accomplished during the billing
period, a list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests
for payment plus similar narrative and listing of their work. Payment for those services negotiated
as a lump sum will be made in accordance with the percentage of the work completed during the
preceding billing period. Services negotiated as a not-to-exceed fee will be paid in accordance with
the work completed on the service during the preceding month. The Contractor can submit
Equipment Deposits and Mobilization Payments for Custom Items on the project as approved by
The City. All requests for payment must be submitted to the City for review and approval. The City
will make payment for approved and accepted services within 30 days of the City’s receipt of the
request for payment.

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

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

4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

the Parties a written Agreement Amendment shall be approved and executed by the Parties.

SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.

5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such an amendment must not be effective until approved
by the City. Additions to, modifications, or deletions from this Agreement as provided herein may
be made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full performance
of the covenants contained herein, except that the City reserves the right, at its discretion and
without cause, to terminate or abandon any service provided for in this Agreement, or abandon any
portion of the Project for which services have been performed by the Contractor. In the event the
City abandons or suspends the services, or any part of the services as provided in this Agreement,
the City will notify the Contractor in writing and immediately after receiving such notice, the
Contractor must discontinue advancing the work specified under this Agreement. Upon such
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

termination, abandonment, or suspension, the Contractor must deliver to the City all drawings,
plans, specifications, special provisions, estimates and other work entirely or partially completed,
together with all unused materials supplied by the City. The Contractor must appraise the work
Contractor has completed and submit Contractor's appraisal to the City for evaluation. The City may
inspect the Contractor's work to appraise the work completed. The Contractor will receive
compensation in full for services performed to the date of such termination. The fee shall be paid
in accordance with Section IV of this Agreement, and as mutually agreed upon by the Contractor
and the City. If there is no mutual agreement on payment, the final determination will be made in
accordance with the Disputes provision in this Agreement. However, in no event may the payment
exceed the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment. If the
City is found to have improperly terminated the Agreement for cause or default, the termination
will be converted to a termination for convenience in accordance with the provisions of this
Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.

5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold harmless
the City and its officers, officials, agents and employees (lndemnitee) from any and all claims,
actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees and costs of
claim processing, investigation and litigation) (Claims) caused or alleged to be caused, in whole or
in part, by the wrongful, negligent or willful acts, or errors or omissions of the Contractor or any of
its owners, officers, directors, agents, employees, or subcontractors in connection with this
Agreement. This indemnity includes any claim or amount arising out of or recovered under workers'
compensation law or on account of the failure of the Contractor to conform to any federal, state or
local law, statute, ordinance, rule, regulation or court decree. The Contractor must indemnify
lndemnitee from and against any and all Claims, except those arising solely from lndemnitee's own
negligent or willful acts or omissions. The Contractor is responsible for primary loss investigation,
defense and judgment costs where this indemnification applies. In consideration of the award of
this Agreement, the Contractor agrees to waive all rights of subrogation against lndemnitee for
losses arising from or related to this Agreement. The obligations of the Contractor under this
provision survive the termination or expiration of this Agreement.

5.6 Insurance Requirements. Contractor must procure insurance under the terms and conditions
and for the amounts of coverage set forth in Exhibit C against claims that may arise from or relate
to performance of the work under this Agreement by Contractor and its agents, representatives,
employees, and subcontractors. Contractor and any subcontractors must maintain this insurance
until all of their obligations have been discharged, including any warranty periods under this
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

Agreement. These insurance requirements are minimum requirements for this Agreement and in
no way limit the indemnity covenants contained in this Agreement. The City in no way warrants that
the minimum limits stated in Exhibit C are sufficient to protect the Contractor from liabilities that
might arise out of the performance of the work under this Agreement by the Contractor, the
Contractor’s agents, representatives, employees, or subcontractors. Contractor is free to purchase
such additional insurance as may be determined necessary.

5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such other
duly executed documents as may be reasonably requested by the City to implement the intent of
this Agreement.

5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and will be
deemed to have been duly given and received either (a) on the date of service if personally served
on the party to whom notice is to be given, or (b) on the date notice is sent if by electronic mail, or
(c) on the third day after the date of the postmark of deposit by first class United States mail,
registered or certified, postage prepaid and properly addressed as follows:

For the City
For the Contractor
Name: Christina Pryor, CPPO Name: Matthew Turrigiano
Title: Procurement and Supply Senior Manager Title: Director Of Operations
Address: 175 S. Arizona Ave., 3rd Floor Address: 1734 W. Williams Drive Suite #9
Chandler, AZ 85225 Glendale, AZ 85027
Phone: 480-782-2403 Phone: 619-900-4910
Email: christina.pryor@chandleraz.gov Email: mturrigiano@5wordsmedia.com

5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors, assigns,
and legal representatives to the other party to this Agreement and to the partners, successors,
assigns, and legal representatives of such other party in respect to all covenants of this Agreement.
Neither the City nor the Contractor may assign, sublet, or transfer its interest in this Agreement
without the written consent of the other party. In no event may any contractual relation be created
between any third party and the City.

5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final determination
at the administrative level will be made by the City Purchasing and Materials Manager.

5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for the
completeness and accuracy of Contractor's services, data, and other work prepared or compiled
under Contractor's obligation under this Agreement and must correct, at Contractor's expense, all
willful or negligent errors, omissions, or acts that may be discovered. The fact that the City has
accepted or approved the Contractor's work will in no way relieve the Contractor of any of
Contractor's responsibilities.

5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until such
time that a settlement on those claims has been reached.

5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

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

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

5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must assign
to the City the key personnel that will be involved in performing services prescribed in the
Agreement. The City may acknowledge its acceptance of such personnel to perform services under
this Agreement. At any time hereafter that the Contractor desires to change key personnel while
performing under the Agreement, the Contractor must submit the qualifications of the new
personnel to the City for prior approval. The Contractor will maintain an adequate and competent
staff of qualified persons, as may be determined by the City, throughout the performance of this
Agreement to ensure acceptable and timely completion of the Scope of Services. If the City objects,
with reasonable cause, to any of the Contractor's staff, the Contractor must take prompt corrective
action acceptable to the City and, if required, remove such personnel from the Project and replace
with new personnel agreed to by the City.

5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for approval
the names of subcontractors to be used under this Agreement. Any subsequent changes are subject
to the City’s written prior approval.

5.17 Force Majeure. If either party is delayed or prevented from the performance of any act required
under this Agreement by reason of acts of God or other cause beyond the control and without fault
of the Party (financial inability excepted), performance of that act may be excused, but only for the
period of the delay, if the Party provides written notice to the other Party within ten days of such
act. The time for performance of the act may be extended for a period equivalent to the period of
delay from the date written notice is received by the other Party.

5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with the
Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free
Workplace Act of 1989. All services performed by Contractor must also comply with all applicable
City of Chandler codes, ordinances, and requirements. Contractor agrees to permit the City to verify
Contractor’s compliance.

5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not
currently engaged in, and agrees for the duration of the Agreement, not to engage in a boycott of
Israel as defined by state statute.

5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to
any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore,
Contractor agrees that Contractor and each subcontractor it uses warrants their compliance with
all federal immigration laws and regulations that relate to their employees and their compliance
with§ 23-214, subsection A. A breach of this warranty will be deemed a material breach of the
Agreement and may be subject to penalties up to and including termination of the Agreement. City
retains the legal right to inspect the papers of any Contractor’s or subcontractor’s employee who
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

provides services under this Agreement to ensure that the Contractor and subcontractors comply
with the warranty under this provision.

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a
contract to any natural person who cannot establish that such person is lawfully present in the
United States. To establish lawful presence, a person must produce qualifying identification and
sign a City-provided affidavit affirming that the identification provided is genuine. This requirement
will be imposed at the time of contract award. This requirement does not apply to business
organizations such as corporations, partnerships, or limited liability companies.

5.22 Forced Labor of Ethnic Uighurs Prohibited. By entering into this Agreement, Contractor certifies
and agrees Contractor does not currently use and will not use for the term of this Agreement: (i) the
forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any goods or services
produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (iii) any
contractors, subcontractors or suppliers that use the forced labor or any goods or services
produced by the forced labor of ethnic Uyghurs in the People's Republic of China.

5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been employed or
retained to solicit or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, and that no member of the Chandler City Council, or any
City employee has any interest, financially, or otherwise, in Contractor’s firm. For breach or violation
of this warrant, the City may annul this Agreement without liability or, at its discretion, to deduct
from the Agreement price or consideration, the full amount of such commission, percentage,
brokerage, or contingent fee.

5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must not
be construed to be a waiver of such provisions, nor must it affect the validity of this Agreement or
any part thereof, or the right of either Party to thereafter enforce each and every provision.

5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve or
be associated with any real property or personal property owned or leased by the City. Such notice
must be given seven business days prior to commencement of the services by the Contractor for a
third party, or seven business days prior to an adverse action as defined below. Written notice and
disclosure must be sent to the City’s Purchasing and Materials Manager. An adverse action under
this Agreement includes, but is not limited to: (a) using data as defined in the Agreement acquired
in connection with this Agreement to assist a third party in pursuing administrative or judicial action
against the City; or (b) testifying or providing evidence on behalf of any person in connection with
an administrative or judicial action against the City; or (c) using data to produce income for the
Contractor or its employees independently of performing the services under this Agreement,
without the prior written consent of the City. Contractor represents that except for those persons,
entities, and projects identified to the City, the services performed by the Contractor under this
Agreement are not expected to create an interest with any person, entity, or third party project that
is or may be adverse to the City’s interests. Contractor's failure to provide a written notice and
disclosure of the information as set forth in this Section constitute a material breach of this
Agreement.
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all information,
whether written or verbal, including plans, photographs, studies, investigations, audits, analyses,
samples, reports, calculations, internal memos, meeting minutes, data field notes, work product,
proposals, correspondence and any other similar documents or information prepared by, obtained
by, or transmitted to the Contractor or its subcontractors in the performance of this Agreement.
The Parties agree that all data, regardless of form, including originals, images, and reproductions,
prepared by, obtained by, or transmitted to the Contractor or its subcontractors in connection with
the Contractor's or its subcontractor’s performance of this Agreement is confidential and
proprietary information belonging to the City. Except as specifically provided in this Agreement,
Contractor or its subcontractors must not divulge data to any third party without the City’s prior
written consent. Contractor or its subcontractors must not use the data for any purposes except to
perform the services required under this Agreement. These prohibitions do not apply to the
following data provided to the Contractor or its subcontractors have first given the required notice
to the City: (a) data which was known to the Contractor or its subcontractors prior to its performance
under this Agreement unless such data was acquired in connection with work performed for the
City; or (b) data which was acquired by the Contractor or its subcontractors in its performance under
this Agreement and which was disclosed to the Contractor or its subcontractors by a third party,
who to the best of the Contractor's or its subcontractors knowledge and belief, had the legal right
to make such disclosure and the Contractor or its subcontractors are not otherwise required to hold
such data in confidence; or (c) data which is required to be disclosed by virtue of law, regulation, or
court order, to which the Contractor or its subcontractors are subject. In the event the Contractor
or its subcontractors are required or requested to disclose data to a third party, or any other
information to which the Contractor or its subcontractors became privy as a result of any other
contract with the City, the Contractor must first notify the City as set forth in this Section of the
request or demand for the data. The Contractor or its subcontractors must give the City sufficient
facts so that the City can be given an opportunity to first give its consent or take such action that
the City may deem appropriate to protect such data or other information from disclosure. Unless
prohibited by law, within ten calendar days after completion or termination of services under this
Agreement, the Contractor or its subcontractors must promptly deliver, as set forth in this Section,
a copy of all data to the City. All data must continue to be subject to the confidentiality agreements
of this Agreement. Contractor or its subcontractors assume all liability to maintain the
confidentiality of the data in its possession and agree to compensate the City if any of the provisions
of this Section are violated by the Contractor, its employees, agents or subcontractors. Solely for
the purposes of seeking injunctive relief, it is agreed that a breach of this Section must be deemed
to cause irreparable harm that justifies injunctive relief in court. Contractor agrees that the
requirements of this Section must be incorporated into all subcontracts entered into by Contractor.
A violation of this Section may result in immediate termination of this Agreement without notice.

5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy, must
be secured and protected at all times by Contractor and any of its subcontractors. At a minimum,
the Contractor must encrypt or password-protect electronic files. This includes data saved to laptop
computers, computerized devices, or removable storage devices. When personal identifying
information, financial account information, or restricted City information, regardless of its format,
is no longer necessary, the information must be redacted or destroyed through appropriate and
secure methods that ensure the information cannot be viewed, accessed, or reconstructed. In the
event that data collected or obtained by Contractor or its subcontractors in connection with this
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

Agreement is believed to have been compromised, Contractor or its subcontractors must
immediately notify the City contact. Contractor agrees to reimburse the City for any costs incurred
by the City to investigate potential breaches of this data and, where applicable, the cost of notifying
individuals who may be impacted by the breach. Contractor agrees that the requirements of this
Section must be incorporated into all subcontracts entered into by Contractor. It is further agreed
that a violation of this Section must be deemed to cause irreparable harm that justifies injunctive
relief in court. A violation of this Section may result in immediate termination of this Agreement
without notice. The obligations of Contractor or its subcontractors under this Section must survive
the termination of this Agreement.

5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in accordance
with and governed by the laws of the State of Arizona without regard to the conflicts or choice of
law provisions thereof. Any action to enforce any provision of this Agreement or to obtain any
remedy with respect hereto must be brought in the courts located in Maricopa County, Arizona, and
for this purpose, each Party hereby expressly and irrevocably consents to the jurisdiction and venue
of such court.

5.29 Survival. All warranties, representations, and indemnifications by the Contractor must survive
the completion or termination of this Agreement.

5.30 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.

5.31 Severability. If any provision of this Agreement or the application to any person or circumstance
may be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the
application will not be affected and will be enforceable to the fullest extent permitted by law.

5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter is
merged and superseded.

5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement
is hereby expressly made of the essence.

5.34 Date of Performance. If the date of performance of any obligation or the last day of any time
period provided for should fall on a Saturday, Sunday, or holiday for the City, the obligation will be
due and owing, and the time period will expire, on the first day after which is not a Saturday, Sunday
or legal City holiday. Except as may otherwise be set forth in this Agreement, any performance
provided for herein will be timely made if completed no later than 5:00 p.m. (Chandler time) on the
day of performance.

5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the specified
destinations. The Contractor will retain title and control of all goods until they are delivered and
accepted by the City. All risk of transportation and all related charges will be the responsibility of
the Contractor. All claims for visible or concealed damage will be filed by the Contractor. The City
will notify the Contractor promptly of any damaged goods and will assist the Contractor in arranging
for inspection.
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights or
benefits in the Agreement to anyone other than the City and the Contractor, and all duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of
City and the Contractor and not for the benefit of any other party.

5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler codes,
ordinances, and requirements as outlined in this Agreement. If there is a conflict in interpretation
between provisions in this Agreement and those in the Exhibits, the provisions in this Agreement
prevail.

5.38 Document/Information Release. Documents and materials released to the Contractor, which
are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication in
any manner is prohibited without the City’s prior written approval. The document/material must be
kept secure at all times. This directive applies to all City documents, whether in photographic,
printed, or electronic data format.

5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by
reference:

Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions

5.40 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth in
Exhibit D, which is attached to and made a part of this Agreement.

5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of the
Contractor, this Agreement may be extended for use by other municipalities, school districts and
government agencies of the State. Any such usage by other entities must be in accordance with the
ordinance, charter and/or procurement rules and regulations of the respective political entity.

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

Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.
The City will not be responsible for any disputes arising out of transactions made by other agencies
who utilize this Agreement.
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

5.42 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all applicable
City, state, and federal non-discrimination and anti-harassment laws, rules, and regulations.

5.43 Licenses and Permits. Beginning with the Effective Date and for the full term of this Agreement,
Contractor must maintain all applicable City, state, and federal licenses and permits required to fully
perform Contractor’s services under this Agreement.

5.44 Warranties. Contractor must furnish a one-year warranty on all work and services performed
under this Agreement. Contractor must furnish, or cause to be furnished, a two-year warranty on
all fixtures, furnishings, and equipment furnished by Contractor, subcontractors, or suppliers under
this Agreement. Any defects in design, workmanship, or materials that do not comply with this
Agreement must be corrected by Contractor (including, but not limited to, all parts and labor) at
Contractor’s sole cost and expense. All written warranties and redlines for as-built conditions must
be delivered to the City on or before the City’s final acceptance of Contractor’s services under this
Agreement.

5.45 Emergency Purchases. City reserves the rights to purchase from other sources those items,
which are required on an emergency basis and cannot be supplied immediately by the Contractor.

5.46 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of Chandler.
The City reserves the right to obtain like goods or services from another source when necessary.

5.47 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget.
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

12
This Agreement shall be in full force and effect only when it has been approved and executed by
the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5
CEO

EXHIBIT A
SCOPE OF SERVICES

The Contractor will provide technology opportunities that will enhance quality of productions in
creating digital media assets for all City Department communications including an interactive
monitor, video wall, green screen and cinematic cameras will enable the creation of innovative
digital media content from the Digital Media Production Studio.

GOAL AND OBJECTIVES
Goal: To utilize an interactive monitor, video wall, green screen and cinematic cameras to create an
innovative Digital Media Production Studio.
Objectives:
Add an interactive monitor and video wall to an existing set to create a high-tech studio set.
Build a large green space area using in the studio that will be easy to key out and durable to last many
years of daily use.
Install 3 new cinema cameras with a switcher that runs from the studio to the control room.
Install the equipment so all software can be run from the control room.
Assure that all network reliant installations are in compliance with City and IT standards, industry best
practices, and adhere to privacy laws.

The Contractor will deliver the following outcomes:
● Expand the capabilities of the existing television production studio to be a multi-media Digital
Media Production Studio.
● Add flexibility of creativity to productions within a studio environment to create a wider variety
of digital media assets.
● Take an innovative approach to the production of digital media assets using a controlled
environment, such as a studio.
● Create an innovative production space that is well maintained and serviced.
● Assure the Digital Media Production Studio is in compliance with City and industry security
standards.

DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

EXHIBIT B
COMPENSATION AND FEES

Video Screens
General
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
16
LOT Wire and Cable
LOTCABLE2
$130.00
$2,080.00
12
LOT Electrical Materials
LOTELEC
$130.00
$1,560.00
6
LOT Mounting Hardware
LOTHARD
$65.00
$390.00
10
LOT Plates/Connectors/Panels
LOTPLATES
$130.00
$2,600.00
25
LOT Rack Hardware
LOTRACK
$130.00
$3,250.00
1
Owner Furnished Computer
OFECOMP
$0.00
$0.00
General Subtotal
$9,880.00

Video System
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
2
Decimator Design 12G-CROSS
HDMI/SDI 4K Cross Converter
with Scaling and Frame Rate
Conversion
12G-Cross
$495.00
$990.00
1
USB over CAT5 Extender
GEF-EXT-USB2-
0SR
$367.38
$367.38
1
Sharp 86” 3840x2160 200:1
Aquos Board Interactive Display
PN-C861H
$9,284.06
$9,284.60
1
Ross Display Cabinet – Chandler Ross SQ10840
Cabinet
$2,585.06
$2,585.06
1
Ross Display 1.56mm – Chandler Ross SQ10840
Display
$102,133.93
$102,133.93
1
Ross Display Front End System –
Chandler
Ross SQ10840
Processor
$13,162.50
$13,162.50
1
Ross Display Services - Chandler Ross SQ10840
Services
$28,028.00
$28,028.00
Video System Subtotal
$156,551.47

Green Screen

General
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
1
ProCyc Super EZ 2.5 System with
Pro Matte IV Virtual Green
Chroma Flooring
EST-037628-
Chandler
$11,520.00
$11,520.00
1
CUSTOM City of Chandler Green
Screen Painting
PNW001
$1,950.00
$1,950.00
1
CUSTOM City of Chandler Cyc
Wall – Johnson Contracting
Proposal 1158
$18,295.00
$18,295.00
General Subtotal
$31,765.00

DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

Cameras

Audio System
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
1
Hollyland Solidcom M1 WL
Intercom System – 4b
HL-Solidcom
M1-4B
$3,633.50
$3,633.50
Audio System Subtotal
$3,633.50

General
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
8
LOT Wire and Cable
LOTCABLE2
$130.00
$1,040.00
2
General Purpose Expandable
Braided 1 Inch Calbe Screening
TFX-PTN100CB-
250
$109.00
$218.00
General Subtotal
$1,258.00

Video System
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
3
Canon EOS C500 MK II Body
Only - Chandler
3794C002
$10,999.00
$32,997.00
3
Canon CINE-SERVO 25-250MM
T2.95 EF
4573C012
$33,400.00
$100,200.00
3
Canon EU-V3 Expansion Unit -
Chandler
5931C001
$2,999.00
$8,997.00
1
Telescript Expert 170
Teleprompter System with 17”
Monitor
BH#
TEEXPERT170S
$15,007.00
$15,007.00
3
Canon EC-120/200
EC-120/200
$490.00
$1,470.00
3
Cartoni P40 Focus 22 System
P40F22
$14,775.00
$44,325.00
3
Ikan Stratus Lens Control Y-
Cable for Canon CN-E Servo
Lenses
STR-CN-E-Y
$649.99
$1,949.97
Video System Subtotal
$204,945.97

Video Switcher
Audio System
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
2
AJA 12G-AM 12G-SDI 8-Channel
AES Audio
Embedder/Disembedder
AJA-12G-AM
$1,411.50
$2,823.00
Audio System Subtotal
$2,823.00

General
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
1
Custom Forecast Desk – City of
Chandler
Forecast 16839
$13,717.60
$13,717.60
3
LOT Wire and Cable
LOTCABLE2
$130.00
$390.00
4
LOT Mounting Hardware
LOTHARD
$65.00
$260.00
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

General Subtotal
$14,367.60

Video System
QTY
DESCRIPTION
PART NO.
PRICE
LINE TOTAL
8
Decimator Design 12G-CROSS
HDMI/SDI 4K Cross Converter
with Scaling and Frame Rate
Conversion
12G-CROSS
$495.00
$3,960.00
4
BMD - HyperDeck Studio 12G
BMD-
HYPERD/ST/12G
$1,554.80
$6,219.20
1
MM340 Standard Pull Down
TV Mount
MM340
$258.70
$258.70
1
Mustang Pro Mobile cart hght
and tilt adjust for Large
Displays Max VESA 400x400
150 Lbs
MPM-M44V
$445.80
$445.80
2
Samsung 75" UPP QLED 4K
QN75Q80AAFXZA
$1,999.00
$3,998.00
1
Ross Switcher/ Router
Services - Chandler
Ross Q-00110494-
4
$17,731.39
$17,731.39
1
Ross Ultrix Router - Chandler
Ross Q-00110494-
4 Router
$75,427.95
$75,427.95
1
Ross Carbonite Switcher -
Chandler
Ross Q-00110494-
4 Switcher
$48,499.55
$48,499.55
8
WD 2TB Blue 3D NAND SATA
III 2.5” Internal SSD
WDBNCE0020PNC-
WRSN
$298.99
$2,391.92
1
Ross XPresession Tessera
(Driving LEDs)
XST3-0001
$67,085.00
$67,085.00
Video System Subtotal
$226,017.51

Labor Totals
Equipment Totals
Field Installation
$24,678.00 Equipment
$651,242.05
Shop Build
$2,378.00 Consumables
$16,281.05
Design & Consult
$0.00 Freight
$26,049.68
CAD & Engineering
$4,592.00 SUBTOTAL
$693,572.78
Project Management
$3,444.00

Test & Commissioning
$1,025.00 ANCILLARY TOTALS

Project Administration
$1,629.75 Equipment Rental
$1,000.00
System Programming
$4,079.25 Project Documentation
$250.00
System Training
$1,050.00 Licenses & Fees
$0.00
Subcontract Labor
$0.00 SUBTOTAL
$1,250.00
Travel
$0.00

SUBTOTAL
$42,876.00 STATE/CITY TAX
$53,997.98

GRAND TOTAL
$791,696.76

DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

Payment Terms

50
Mobilization Deposit &
Long Lead Equipment
To be paid at the closing at the work agreement.
30
Normal Lead Equipment
Due 120 Days prior to Site Installation
10
Progress Pay
Invoiced in 2 to 3 payments based on work
completed on site.
10
Final Payment
Paid once Certificate of Final Completion is signed.

DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

EXHIBIT C
INSURANCE
INSURANCE

General.

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

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

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

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

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

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

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

A.
Commercial General Liability-Occurrence Form. Contractor must maintain
“occurrence” form Commercial General Liability insurance with a limit of not less
than $2,000,000 for each occurrence, $4,000,000 aggregate. Said insurance must
also include coverage for products and completed operations, independent
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

contractors, personal injury and advertising injury. If any Excess insurance is utilized
to fulfill the requirements of this paragraph, the Excess insurance must be “follow
form” equal or broader in coverage scope than underlying insurance.

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

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

Additional Policy Provisions Required.

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

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

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

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

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

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

6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for a
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

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

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

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

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

1. The Commercial General Liability and Automobile Liability policies are to
contain, or be endorsed to contain, the following provisions: The City, its
officers, officials, agents, and employees are additional insureds with respect to
liability arising out of activities performed by, or on behalf of, the Contractor
including the City's general supervision of the Contractor; Products and
Completed operations of the Contractor; and automobiles owned, leased, hired,
or borrowed by the Contractor.

2. The City, its officers, officials, agents, and employees must be additional
insureds to the full limits of liability purchased by the Contractor even if those
limits of liability are in excess of those required by this Agreement.

DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS

ACCESS TO SECURED FACILITIES

Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker shall
not be allowed to begin work in any City facility without: (A) The prior completion and the City's
acceptance of the required background screening; and (B) when required, the Contract Worker's
receipt of a City issued badge. A badge will be issued to a Contract Worker solely for access to the
City facility(s) to which the Contract Worker is assigned. Each Contract Worker who enters a City
facility must use the badge issued to the Contract Worker. Any and all fees associated with security
badging will be assessed in compliance with Chandler City Code §4-22.

Key Access Procedures. If the Contract Worker's services require keyed access to enter a City
facility(s), a separate key issue/return form must be completed and submitted by Contractor for
each key issued.

Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the City
immediately. A new badge application or key issue form shall be completed and submitted along
with payment of the applicable fees prior to issuance of a new badge or key.

Return of Badges or Keys. All badges and keys are the property of the City and must be returned
to the City within one business day of when the Contract Worker's access to a City facility is no
longer required to furnish the services under this Agreement. Contractor shall collect a Contract
Worker's badge and key(s) upon the termination of the Contract Worker's employment; when the
Contract Worker's services are no longer required at the particular City facility(s); or upon
termination, cancellation or expiration of this Agreement.

Contractor's default under this Section shall include, but is not limited to the following: (1) Contract
Worker gains access to a City facility(s) without the proper badge or key; (2) Contract Worker uses
a badge or key of another to gain access to a City facility; (3) Contract Worker commences services
under this Agreement without the proper badge, key or Background Screening; (4) Contract
Worker or Contractor submits false information or negligently submits wrong information to the
City to obtain a badge, key or applicable Background Screening; or (5) Contractor fails to collect
and timely return Contract Worker's badge or key upon termination of Contract Worker's
employment, reassignment of Contract Worker to another City facility or upon the expiration,
cancellation or termination of this Agreement. Contractor acknowledges and agrees that the
access control, badge and key requirements in this Section are necessary to preserve and protect
public health, safety and welfare. Accordingly, Contractor agrees to properly cure any default
under this Section within three business days from the date notice of default is sent by the City.
The parties agree that Contractor's failure to properly cure any default under this Section shall
constitute a breach of this Section. In addition to any other remedy available to the City at law or
in equity, Contractor shall be liable for and shall pay to the City the sum of $1,000.00 for each
breach by Contractor of this Section. The parties further agree that the sum fixed above is
reasonable and approximates the actual or anticipated loss to the City at the time and making of
this Agreement in the event that Contractor breaches this Section. Further, the parties expressly
acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the
City's actual damages in the event that Contractor breaches this Section. The parties further agree
DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5

that three breaches by Contractor of this Section arising out of any default within a consecutive
period of three months or three breaches by Contractor of this Section arising out of the same
default within a period of 12 consecutive months shall constitute a material breach of this
Agreement by Contractor and the City expressly reserves all of its rights, remedies and interests
under this Agreement, at law and in equity including, but not limited to, termination of this
Agreement.

DocuSign Envelope ID: 1CD8723A-D504-4C74-95DD-0D1BEBEA81C5