4661 - PepperBall Products Agreement

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
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City Clerk Document No.  
 
 
 
 
City Council Meeting Date:  
 
 
 
 
CITY OF CHANDLER PURCHASE AGREEMENT 
PEPPERBALL PRODUCTS AND LAUNCHER ACCESSORIES 
CITY OF CHANDLER AGREEMENT NO. PD4-680-4661 
 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an 
Arizona municipal corporation (City), and Adamson Police Products a California Corporation 
(Contractor), (City and Contractor may individually be referred to as Party and collectively referred 
to as Parties), made   
 
 
 
 ,2023 (Effective Date). 
 
 
RECITALS 
 
A. City proposes to purchase PepperBall products and launcher accessories 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 goods or services described in Exhibit A for 
the compensation and fees set forth and as described in Exhibit B, which is attached to and made 
a part of this Agreement by this reference. 
 
C. City desires to contract with the Contractor to provide these goods or services under the terms 
and conditions set forth in this Agreement. 
 
AGREEMENT 
 
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this 
Agreement, City and Contractor agree as follows: 
 
SECTION I: DEFINITIONS 
 
For purposes of this Agreement, the following definitions apply: 
Agreement means the legal agreement executed between the City and the Contractor 
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 
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CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
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Contractor must perform in accordance with Exhibit A to the City’s satisfaction within the terms 
and conditions of this Agreement and within the care and skill that a person who provides similar 
goods services in Chandler, Arizona exercises under similar conditions. All goods or services 
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike 
manner.   Unless authorized by the City in writing, all fixtures, furnishings, and equipment 
furnished by Contractor as part of the goods or services under this Agreement must be new, or 
the latest model, and of the most suitable grade and quality for the intended purpose of the 
goods or services.  
 
SECTION III: PERIOD OF SERVICE 
 
Contractor must perform in accordance with 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 work described within 30 days from the date the Contractor is notified to 
proceed. 
 
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 approved and accepted by the City under this Agreement 
must not exceed $200,000. Contractor must submit requests for payment for goods or services 
approved and accepted during the previous billing period and must include, as applicable, 
detailed invoices and receipts, a narrative description of the tasks accomplished during the billing 
period, a list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests 
for payment plus similar narrative and listing of their work. Payment for those goods or services 
negotiated as a lump sum will be made in accordance with the percentage of the goods furnished 
or services completed during the preceding billing period. Goods or services negotiated as a not-
to-exceed fee will be paid in accordance with the goods furnished or services completed during 
the preceding month. All requests for payment must be submitted to the City for review and 
approval. The City will make payment for approved and accepted goods or services within 30 days 
of the City’s receipt of the request for payment.  
 
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. 
 
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CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
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4.4 All prices offered herein shall be firm against any increase for the initial term of the 
Agreement.  Prior to commencement of subsequent renewal terms, the City may approve a fully 
documented request for a price adjustment. The City shall determine whether any requested 
price increases for extension terms is acceptable to the City. If the City approves the price 
increase, the price shall remain firm for the renewal term for which it was requested. If a price 
increase is agreed upon by the Parties a written Agreement Amendment shall be approved and 
executed by the Parties. 
 
SECTION V: GENERAL CONDITIONS 
 
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses 
pertaining to this Agreement and records of accounts between the City and Contractor must be 
kept on the basis of generally accepted accounting principles and must be made available to the 
City and its auditors for up to three years following the City’s final acceptance of the goods or 
services under this Agreement. The City, its authorized representative, or any federal agency, 
reserves the right to audit Contractor's records to verify the accuracy and appropriateness of all 
cost and pricing data, including data used to negotiate this Agreement and any amendments. The 
City reserves the right to decrease the total amount of Agreement price or payments made under 
this Agreement or request reimbursement from the Contractor following final contract payment 
on this Agreement if, upon audit of the Contractor's records, the audit discloses the Contractor 
has provided false, misleading, or inaccurate cost and pricing data. The Contractor will include a 
similar provision in all of its contracts with subcontractors providing goods or services under the 
Agreement Documents to ensure that the City, its authorized representative, or the appropriate 
federal agency, has access to the subcontractors’ records to verify the accuracy of all cost and 
pricing data. The City reserves the right to decrease Contract price or payments made on this 
Agreement or request reimbursement from the Contractor following final payment on this 
Agreement if the above provision is not included in subcontractor agreements, and one or more 
subcontractors refuse to allow the City to audit their records to verify the accuracy and 
appropriateness of all cost and pricing data. If, following an audit of this Agreement, the audit 
discloses the Contractor has provided false, misleading, or inaccurate cost and pricing data, and 
the cost discrepancies exceed 1% of the total Agreement billings, the Contractor will be liable for 
reimbursement of the reasonable, actual cost of the audit. 
 
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a 
substantial change in this Agreement, thereby materially increasing or decreasing the scope of 
work, cost of goods, cost of performance, or Project schedule, the goods or services will be 
performed as directed by the City. However, before any modified work is started, a written 
amendment must be approved and executed by the City and the Contractor. Such amendment 
must not be effective until approved by the City. Additions to, modifications, or deletions from this 
Agreement as provided herein may be made, and the compensation to be paid to the Contractor 
may accordingly be adjusted by mutual agreement of the Parties. It is distinctly understood and 
agreed that no claim for extra work done or materials furnished by the Contractor will be allowed 
by the City except as provided herein, nor must the Contractor do any work or furnish any 
materials not covered by this Agreement unless such work is first authorized in writing. Any such 
work or materials furnished by the Contractor without prior written authorization will be at 
Contractor's own risk, cost, and expense, and Contractor hereby agrees that without written 
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CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
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authorization Contractor will make no claim for compensation for such work or materials 
furnished. 
 
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full 
performance of the covenants contained herein, except that the City reserves the right, at its 
discretion and without cause, to terminate or abandon any purchase or service provided for 
in this Agreement, or abandon any portion of the Project for which the Contractor has 
performed. In the event the City abandons or suspends the purchase or services, or any part 
of the purchase or services as provided in this Agreement, the City will notify the Contractor 
in writing and immediately after receiving such notice, the Contractor must discontinue 
advancing the work specified under this Agreement. Upon such termination, abandonment, 
or suspension, the Contractor must deliver to the City all drawings, plans, specifications, 
special provisions, estimates and other work entirely or partially completed, together with all 
unused materials supplied by the City. The Contractor must appraise the goods or services 
Contractor has completed and submit Contractor's appraisal to the City for evaluation. The 
City may inspect the Contractor's goods or services to appraise the status completed. The 
Contractor will receive compensation in full for goods provided or services performed to the 
date of such termination. The fee will be paid in accordance with Section IV of this Agreement, 
and as mutually agreed upon by the Contractor and the City. If there is no mutual agreement 
on payment, the final determination will be made in accordance with the Disputes provision 
in this Agreement. However, in no event may the payment exceed the payment set forth in 
this Agreement nor as amended in accordance with Alteration in Character of Work. The City 
will make the final payment within 60 days after the Contractor has delivered the last of the 
partially completed items and the Parties agree on the final payment. If the City is found to 
have improperly terminated the Agreement for cause or default, the termination will be 
converted to a termination for convenience in accordance with the provisions of this 
Agreement. 
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence 
of any one or more of the following events: in the event that (a) the Contractor fails to perform 
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, 
(c) the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver 
is appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to 
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the 
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having 
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement 
has been so terminated by City, the termination will not affect any rights of City against Contractor 
then existing or which may thereafter accrue. 
 
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold 
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and 
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' 
fees and costs of claim processing, investigation and litigation) (Claims) caused or alleged to 
be caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or 
omissions of the Contractor or any of its owners, officers, directors, agents, employees, or 
subcontractors in connection with this Agreement. This indemnity includes any claim or 
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CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
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amount arising out of or recovered under workers' compensation law or on account of the 
failure of the Contractor to conform to any federal, state or local law, statute, ordinance, rule, 
regulation or court decree. The Contractor must indemnify lndemnitee from and against any 
and all Claims, except those arising solely from lndemnitee's own negligent or willful acts or 
omissions. The Contractor is responsible for primary loss investigation, defense and 
judgment costs where this indemnification applies. In consideration of the award of this 
Agreement, the Contractor agrees to waive all rights of subrogation against lndemnitee for 
losses arising from or related to this Agreement. The obligations of the Contractor under this 
provision survive the termination or expiration of this Agreement. 
 
5.6 Insurance Requirements. Contractor must procure insurance under the terms and 
conditions and for the amounts of coverage set forth in Exhibit C against claims that may 
arise from or relate to performance of the work under this Agreement by Contractor and its 
agents, representatives, employees, and subcontractors. Contractor and any subcontractors 
must maintain this insurance until all of their obligations have been discharged, including any 
warranty periods under this Agreement. These insurance requirements are minimum 
requirements for this Agreement and in no way limit the indemnity covenants contained in 
this 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: Purchasing Division                                       Name: Joshua Nielsen – Adamson Police Products        
Title:    Procurement Officer                                    
Title:    Vice President                                                   
Address:  175 S. Arizona Ave., 3rd Floor                   Address:  160 Airway Blvd.,  
                  Chandler, AZ 85225 
                  Livermore, CA 94551                        
Phone:  480-7822405                                                 Phone:  714-220-0906                                                  
Email:  purchasing@chandleraz.gov 
Email:   jnielsen@policeproducts.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 
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CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
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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 
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes 
(A.R.S.). 
 
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent 
contractor. Any provisions in this Agreement that may appear to give the City the right to 
direct the Contractor as to the details of accomplishing the work or to exercise a measure of 
control over the work means that the Contractor must follow the wishes of the City as to the 
results of the work only. These results must comply with all applicable laws and ordinances. 
 
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must 
assign to the City the key personnel that will be involved in furnishing goods or performing 
services prescribed in the Agreement. The City may acknowledge its acceptance of such 
personnel to furnish goods or perform services under this Agreement. At any time hereafter 
that the Contractor desires to change key personnel while performing under the Agreement, 
the Contractor must submit the qualifications of the new personnel to the City for prior 
approval. The Contractor will maintain an adequate and competent staff of qualified persons, 
as may be determined by the City, throughout the performance of this Agreement to ensure 
acceptable and timely completion of the Scope of Work. If the City objects, with reasonable 
cause, to any of the Contractor's staff, the Contractor must take prompt corrective action 
acceptable to the City and, if required, remove such personnel from the Project and replace 
with new personnel agreed to by the City. 
 
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for 
approval the names of subcontractors to be used under this Agreement. Any subsequent 
changes are subject to the City’s written prior approval. 
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CITY OF CHANDLER, ARIZONA 
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5.17 Force Majeure. If either party is delayed or prevented from the performance of any act 
required under this Agreement by reason of acts of God or other cause beyond the control 
and without fault of the Party (financial inability excepted), performance of that act may be 
excused, but only for the period of the delay, if the Party provides written notice to the other 
Party within ten days of such act. The time for performance of the act may be extended for a 
period equivalent to the period of delay from the date written notice is received by the other 
Party. 
 
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply 
with the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and 
the Drug Free Workplace Act of 1989. All services performed by Contractor must also comply 
with all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees 
to permit the City to verify Contractor’s compliance. 
 
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is 
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a 
boycott of Israel as defined by state statute. 
 
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract 
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). 
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their 
compliance with all federal immigration laws and regulations that relate to their employees 
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a 
material breach of the Agreement and may be subject to penalties up to and including 
termination of the Agreement. City retains the legal right to inspect the papers of any 
Contractor’s or subcontractor’s employee who provides goods or services under this 
Agreement to ensure that the Contractor and subcontractors comply with the warranty under 
this provision. 
 
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding 
a contract to any natural person who cannot establish that such person is lawfully present in 
the United States. To establish lawful presence, a person must produce qualifying 
identification and sign a City-provided affidavit affirming that the identification provided is 
genuine. This requirement will be imposed at the time of contract award. This requirement 
does not apply to business organizations such as corporations, partnerships, or limited 
liability companies. 
 
5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor 
certifies and agrees Contractor does not currently use and will not use for the term of this 
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any 
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of 
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any 
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of 
China. 
 
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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. 
 
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 
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prohibitions do not apply to the following data provided to the Contractor or its subcontractors 
have first given the required notice to the City: (a) data which was known to the Contractor or its 
subcontractors prior to its performance under this Agreement unless such data was acquired in 
connection with work performed for the City; or (b) data which was acquired by the Contractor or 
its subcontractors in its performance under this Agreement and which was disclosed to the 
Contractor or its subcontractors by a third party, who to the best of the Contractor's or its 
subcontractors knowledge and belief, had the legal right to make such disclosure and the 
Contractor or its subcontractors are not otherwise required to hold such data in confidence; or (c) 
data which is required to be disclosed by virtue of law, regulation, or court order, to which the 
Contractor or its subcontractors are subject. In the event the Contractor or its subcontractors are 
required or requested to disclose data to a third party, or any other information to which the 
Contractor or its subcontractors became privy as a result of any other contract with the City, the 
Contractor must first notify the City as set forth in this Section of the request or demand for the 
data. The Contractor or its subcontractors must give the City sufficient facts so that the City can be 
given an opportunity to first give its consent or take such action that the City may deem 
appropriate to protect such data or other information from disclosure. Unless prohibited by law, 
within ten calendar days after completion or termination of services under this Agreement, the 
Contractor or its subcontractors must promptly deliver, as set forth in this Section, a copy of all 
data to the City. All data must continue to be subject to the confidentiality agreements of this 
Agreement. Contractor or its subcontractors assume all liability to maintain the confidentiality of 
the data in its possession and agrees to compensate the City if any of the provisions of this 
Section are violated by the Contractor, its employees, agents or subcontractors. Solely for the 
purposes of seeking injunctive relief, it is agreed that a breach of this Section must be deemed to 
cause irreparable harm that justifies injunctive relief in court. Contractor agrees that the 
requirements of this Section must be incorporated into all subcontracts entered into by 
Contractor. A violation of this Section may result in immediate termination of this Agreement 
without notice. 
 
5.27 Personal Identifying Information-Data Security. Personal identifying information, 
financial account information, or restricted City information, whether electronic format or 
hard copy, must be secured and protected at all times by Contractor and any of its 
subcontractors. At a minimum, Contractor must encrypt or password-protect electronic files. 
This includes data saved to laptop computers, computerized devices, or removable storage 
devices. When personal identifying information, financial account information, or restricted 
City information, regardless of its format, is no longer necessary, the information must be 
redacted or destroyed through appropriate and secure methods that ensure the information 
cannot be viewed, accessed, or reconstructed. In the event that data collected or obtained by 
Contractor or its subcontractors in connection with this Agreement is believed to have been 
compromised, Contractor or its subcontractors must immediately notify the City contact. 
Contractor agrees to reimburse the City for any costs incurred by the City to investigate 
potential breaches of this data and, where applicable, the cost of notifying individuals who 
may be impacted by the breach. Contractor agrees that the requirements of this Section must 
be incorporated into all subcontracts entered into by Contractor. It is further agreed that a 
violation of this Section must be deemed to cause irreparable harm that justifies injunctive 
relief in court. A violation of this Section may result in immediate termination of this 
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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 Third Party Beneficiary. Nothing under this Agreement will be construed to give any 
rights or benefits in the Agreement to anyone other than the City and the Contractor, and all 
duties and responsibilities undertaken pursuant to this Agreement will be for the sole and 
exclusive benefit of City and the Contractor and not for the benefit of any other party. 
 
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler 
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in 
interpretation between provisions in this Agreement and those in the Exhibits, the provisions 
in this Agreement prevail. 
 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
11 
 
5.37 Document/Information Release. Documents and materials released to the Contractor, 
which are identified by the City as sensitive and confidential, are the City’s property. The 
document/material must be issued by and returned to the City upon completion of the 
services under this Agreement. Contractor’s secondary distribution, disclosure, copying, or 
duplication in any manner is prohibited without the City’s prior written approval. The 
document/material must be kept secure at all times. This directive applies to all City 
documents, whether in photographic, printed, or electronic data format.  
 
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated 
by reference: 
 
  
 
 
Exhibit A - Project Description/Scope of Work 
Exhibit B - Compensation and Fees 
Exhibit C - Insurance Requirements 
Exhibit D - Special Conditions  
 
 
5.39 Special Conditions. As part of the goods furnished or the services Contractor provides 
under this Agreement, Contractor agrees to comply with and fully perform the special terms 
and conditions set forth in Exhibit D, which is attached to and made a part of this Agreement. 
 
5.40 Cooperative Use of Agreement.  In addition to the City of Chandler and with approval of 
the Contractor, this Agreement may be extended for use by other municipalities, school 
districts and government agencies of the State.  Any such usage by other entities must be in 
accordance with the ordinance, charter and/or procurement rules and regulations of the 
respective political entity. 
 
If required to provide services on a school district property at least five times during a month, 
Contractor will submit a full set of fingerprints to the school of each person or employee who 
may provide such service.  The District will conduct a fingerprint check in accordance with 
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their 
employees for which fingerprints are submitted to the District. Additionally, the Contractor 
will comply with the governing body fingerprinting policies of each individual school 
district/public entity.  Contractor, sub-contractors, vendors and their employees will not 
provide services on school district properties until authorized by the District. 
 
Orders placed by other agencies and payment thereof will be the sole responsibility of that 
agency.  The City will not be responsible for any disputes arising out of transactions made by 
other agencies who utilize this Agreement. 
 
5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all 
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and 
regulations. 
 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
12 
 
5.42 Licenses and Permits. Beginning with the Effective Date and for the full term of this 
Agreement, Contractor must maintain all applicable City, state, and federal licenses and 
permits required to fully perform Contractor’s services under this Agreement. 
 
5.43 Warranties. Unless otherwise provided in Exhibit D, the Contractor must furnish a one-
year warranty on all work and services performed under this Agreement. Contractor must 
furnish, or cause to be furnished, a two-year warranty on all fixtures, furnishings, and 
equipment furnished by Contractor, subcontractors, or suppliers under this Agreement. Any 
defects in design, workmanship, or materials that do not comply with this Agreement must be 
corrected by Contractor (including, but not limited to, all parts and labor) at Contractor’s sole 
cost and expense. All written warranties and redlines for as-built conditions must be 
delivered to the City on or before the City’s final acceptance of Contractor’s services under 
this Agreement. 
  
5.44 Liens.  The Contractor warrants that the materials supplied under this Agreement are free of 
liens and will remain free of liens. 
 
5.45 Quality.  Unless otherwise modified elsewhere in these terms and conditions, the Contractor 
warrants that, for one year after acceptance by the City of the materials, they will be (a) of a quality 
to pass without objection in the trade under the Agreement description, (b) fit for the intended 
purposes for which the materials are used, (c) within the variations permitted by the Agreement 
and are of even kind, quantity, and quality within each unit and among all units, (d) adequately 
contained, packaged and marked as the Agreement may require, and (e) conform to the 
Contractor’s written promises or affirmations of fact. 
 
5.46 Fitness. The Contractor warrants that any material supplied to City will fully conform to all 
requirements of the Agreement and all the Contractor’s representations, and will be fit for all 
purposes and uses required by the Agreement. 
 
5.47 Inspection/Testing.  The warranties set forth in the Agreement are not affected by the City’s 
inspection or testing of or payment for the materials by the City. 
 
5.48 Packing and Shipping.  The Contractor will be responsible for industry standard packing, 
which conforms to requirements of carrier’s tariffs and Interstate Commerce Commission (ICC) 
regulations.  Containers must be clearly marked as to lot number, destination, address, and 
purchase order number.  
 
5.49 Delivery.  All prices are F.O.B. Destination and include all delivery and unloading at the 
specified destinations.  The Contractor will retain title and control of all goods until they are 
delivered and accepted by the City.  All risk of transportation and all related charges will be the 
responsibility of the Contractor.  All claims for visible or concealed damage will be filed by the 
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist the 
Contractor in arranging for inspection. 
 
5.50 Risk of Loss.  The Contractor will bear all loss of conforming material covered under this 
Agreement until received by authorized personnel at the location designated in the purchase 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
13 
 
order or Agreement.  Mere receipt does not constitute final acceptance.  The risk of loss for 
nonconforming materials will remain with the Contractor regardless of receipt. 
 
5.51 Current Products.  All products offered in response to this solicitation will be in current and 
ongoing production; will have been formally announced for general marketing purposes; will be a 
model or type currently functioning in a user (paying customer) environment and capable of 
meeting or exceeding all specifications and requirements set forth in the City’s solicitation. 
5.52 Annual Usage Report.  Upon request, the Contractor will furnish to the City an annual usage 
report delineating the acquisition activity governed by the Agreement.  The format of the report 
will be approved by the City and will disclose the quantity and the dollar value of each agreement 
item by individual purchasing unit. 
5.53 Catalogs/Agreement Price Listing.  As applicable, the Contractor will furnish to all requesting 
departments catalogs at no cost, which will outline agreement prices. 
 
5.54  Emergency Purchases.  City reserves the rights to purchase from other sources those 
items, which are required on an emergency basis and cannot be supplied immediately by the 
Contractor. 
 
5.55 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of 
Chandler. The City reserves the right to obtain like goods or services from another source 
when necessary. 
 
5.56 Budget Approval Into Next Fiscal Year.  This Agreement will commence on the Effective Date 
and continue in full force and effect until it is terminated or expires in accordance with the 
provisions of this Agreement.  The Parties recognize that the continuation of this Agreement after 
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City 
Council's approval of a budget that includes an appropriation for this item as an expenditure.  The 
City does not represent that this budget item will be actually adopted. This determination is solely 
made by the City Council at the time Council adopts the budget. 
 
 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
14 
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: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8
Vice President

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
EXHIBIT A TO AGREEMENT 
SCOPE OF WORK 
 
1. Background and Objective:   
 
1.1. 
The City of Chandler is soliciting bids for a one-time purchase of PepperBall products and 
launcher accessories for the purpose of implementing a department wide PepperBall 
program.  
 
1.2. 
The City will select the vendor who’s bid meets or exceeds the minimum standard 
requirements and has the lowest overall price.  
 
2. Scope and Minimum Requirements: 
 
2.1. 
It is the intent of these specifications to describe the minimum standards acceptable for the 
purchase of PepperBall products and launcher accessories.  
 
2.2. 
Order Delivery: Unless otherwise agreed between the City and the Contractor, items shall be 
delivered within 30 days of order. 
 
2.3. 
Returns: Unless otherwise agreed between the City and the Contractor, there shall be no fees 
associated with the return of items ordered under this contract. 
 
2.4. 
Product requested for bid 
 
2.4.1. 
Circle DOT/Solar panel/QD Mount – 397/HS510C LEM 
2.4.2. 
TAC SA LNCHR, SEMI AUTO, YELLOW, ELC. HPR, 2PT SLNG, HRD CS – 661/721-03-0005 
2.4.3. 
PC-SCR200-PEPPERBALL SOFT SIDE CASE – 661/540-01-0001 
2.4.4. 
TUBE-SPEED LOAD POD PA-SPEED-1  - 661/430-01-0001 
2.4.5. 
LIVE X PEPPERBALL 375 COUNT – 661/104-81-0375 
2.4.6. 
PC3-P375-INTERT 375 COUNT PROJECTILE – 661/100-84-0375 
2.4.7. 
PROTAC RAIL MOUNT LIGHT 1 350 LUM  - 888/88058 
2.4.8. 
MS3 GEN2 SLING – 534/MAG514-BLK 
 
 
 
 
 
 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
16 
 
EXHIBIT B TO AGREEMENT 
PRICING 
 
Item 
Description 
Item Number 
Estimated 
Quantity 
*each 
Unit Cost 
1.         
Circle DOT/Solar panel/QD Mount 
397/HS510C LEM 
70 
$223.59  
2.         
TAC SA LNCHR, SEMI AUTO, YELLOW, 
ELC. HPR, 2PT SLNG, HRD CS  
661/721-03-0005 
50 
$839.95  
3.         
PC-SCR200-PEPPERBALL 
SOFT 
SIDE 
CASE 
661/540-01-0001 
50 
$54.39  
4.         
TUBE-SPEED LOAD POD PA-SPEED 
661/430-01-0001 
100 
$14.39  
5.         
LIVE X PEPPERBALL 375 COUNT 
661/104-81-0375 
60 
$869.95  
6.         
PC3-P375-INTERT 375 COUNT 
PROJECTILE  
661/100-84-0375 
60 
$225.95  
7.         
PROTAC RAIL MOUNT LIGHT 1 350 LUM   888/88058 
50 
$91.69  
8.         
MS3 GEN2 SLING 
534/MAG514-
BLK 
50 
$35.95  
 
 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
17 
 
EXHIBIT C TO AGREEMENT 
INSURANCE 
 
General. 
 
A. 
At the same time as execution of this Agreement, the Contractor shall furnish the City a 
certificate of insurance on a standard insurance industry ACORD form.  The ACORD form 
must be issued by an insurance company authorized to transact business in the State of 
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to 
do business in the State of Arizona with policies and forms satisfactory to City.  Provided, 
however, the A.M. Best rating requirement shall not be deemed to apply to required 
Workers’ Compensation coverage.  
 
B. 
The Contractor and any of its subcontractors shall procure and maintain, until all of their 
obligations have been discharged, including any warranty periods under this Agreement 
are satisfied, the insurances set forth below. 
 
C. 
The insurance requirements set forth below are minimum requirements for this 
Agreement and in no way limit the indemnity covenants contained in this Agreement. 
 
D. 
The City in no way warrants that the minimum insurance limits contained in this 
Agreement are sufficient to protect Contractor from liabilities that might arise out of the 
performance of the Agreement services under this Agreement by Contractor, its agents, 
representatives, employees, subcontractors, and the Contractor is free to purchase any 
additional insurance as may be determined necessary. 
 
E. 
Failure to demand evidence of full compliance with the insurance requirements in this 
Agreement or failure to identify any insurance deficiency will not relieve the Contractor 
from, nor will it be considered a waiver of its obligation to maintain the required insurance 
at all times during the performance of this Agreement. 
 
F. 
Use of Subcontractors:  If any work is subcontracted in any way, the Contractor shall 
execute a written contract with Subcontractor containing the same Indemnification Clause 
and Insurance Requirements as the City requires of the Contractor in this Agreement. The 
Contractor is responsible for executing the Agreement with the Subcontractor and 
obtaining Certificates of Insurance and verifying the insurance requirements. 
 
Minimum Scope and Limits of Insurance.  The Contractor shall provide coverage with limits of liability not 
less than those stated below. 
 
A. 
Commercial General Liability-Occurrence Form.  Contractor must maintain “occurrence” form 
Commercial General Liability insurance with a limit of not less than $2,000,000 for each 
occurrence, $4,000,000 aggregate.  Said insurance must also include coverage for products 
and completed operations, independent contractors, personal injury and advertising injury. 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
18 
 
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. 
 
 
 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

CITY OF CHANDLER, ARIZONA 
INVITATION FOR BID NO. PD4-680-4661 
 
19 
 
EXHIBIT D TO AGREEMENT 
SPECIAL CONDITIONS 
 
NONE 
 
DocuSign Envelope ID: 1A94BDF1-08DC-4A0D-9781-A24DBB3FF8F8

Certificate Of Completion
Envelope Id: 1A94BDF108DC4A0D9781A24DBB3FF8F8
Status: Sent
Subject: Complete with DocuSign: 4661 -  PepperBall products Legal Approved.pdf
EDMS Application:  CC-AGRMTS
Source Envelope: 
Document Pages: 19
Signatures: 1
Envelope Originator: 
Certificate Pages: 5
Initials: 0
Christian Jonson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-07:00) Arizona
PO Box 4008
Chandler,   85244
Christian.Jonson@chandleraz.gov
IP Address: 198.241.2.1    
Record Tracking
Status: Original
             8/23/2023 | 01:04 PM
Holder: Christian Jonson
             Christian.Jonson@chandleraz.gov
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Chandler
Location: DocuSign
Signer Events
Signature
Timestamp
Joshua Nielsen
jnielsen@policeproducts.com
Vice President
Adamson Police Products
Security Level: Email, Account Authentication 
(None)
Signature Adoption: Drawn on Device
Using IP Address: 209.36.47.34
Sent: 8/23/2023 | 01:16 PM
Resent: 8/24/2023 | 11:40 AM
Viewed: 8/25/2023 | 10:42 AM 
Signed: 8/25/2023 | 10:42 AM
Electronic Record and Signature Disclosure: 
      Accepted: 8/25/2023 | 10:42 AM
      ID: e4d5f0aa-6366-4dd0-8dbf-d8ee4deefa7b
Victoria Roedig
victoria.roedig@chandleraz.gov
Security Level: Email, Account Authentication 
(None)
Electronic Record and Signature Disclosure: 
      Accepted: 5/12/2021 | 04:29 PM
      ID: e8bc7d1d-9904-45bf-a2f0-f2704816bee9
Daniel Brown
Daniel.Brown@chandleraz.gov
Security Level: Email, Account Authentication 
(None)
Electronic Record and Signature Disclosure: 
      Accepted: 7/1/2021 | 08:17 AM
      ID: 563d172a-e614-4b9b-b2a1-61a0afc8280a
Kevin Hartke
kevin.hartke@chandleraz.gov
Security Level: Email, Account Authentication 
(None)
Electronic Record and Signature Disclosure: 
      Accepted: 6/28/2021 | 11:17 AM
      ID: 2531f230-027c-41f7-9166-1189df6a8c8f
Dana DeLong
Dana.DeLong@chandleraz.gov
Security Level: Email, Account Authentication 
(None)
Electronic Record and Signature Disclosure:

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Timestamp
      Accepted: 6/28/2021 | 01:03 PM
      ID: e796186e-c533-4a41-978c-34d69e29778a
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Timestamp
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Victoria Roedig
victoria.roedig@chandleraz.gov
Carahsoft OBO City of Chandler
Security Level: Email, Account Authentication 
(None)
Sent: 8/25/2023 | 10:42 AM
Electronic Record and Signature Disclosure: 
      Accepted: 5/12/2021 | 04:29 PM
      ID: e8bc7d1d-9904-45bf-a2f0-f2704816bee9
Agent Delivery Events
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Sheri Revis
sherri.revis@chandleraz.gov
Security Level: Email, Account Authentication 
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Electronic Record and Signature Disclosure: 
      Not Offered via DocuSign
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Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE  
From time to time, City of Chandler (we, us or Company) may be required by law to provide to 
you certain written notices or disclosures. Described below are the terms and conditions for 
providing to you such notices and disclosures electronically through the DocuSign system. 
Please read the information below carefully and thoroughly, and if you can access this 
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Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to 
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign 
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Getting paper copies  
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send you paper copies of any such documents from our office to you, you will be charged a 
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If you decide to receive notices and disclosures from us electronically, you may at any time 
change your mind and tell us that thereafter you want to receive required notices and disclosures 
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disclosure in paper format and withdraw your consent to receive notices and disclosures 
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Consequences of changing your mind  
If you elect to receive required notices and disclosures only in paper format, it will slow the 
speed at which we can complete certain steps in transactions with you and delivering services to 
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All notices and disclosures will be sent to you electronically  
Electronic Record and Signature Disclosure created on: 4/14/2021 | 08:43 AM
Parties agreed to: Joshua Nielsen, Victoria Roedig, Daniel Brown, Kevin Hartke, Dana DeLong, Victoria Roedig

Unless you tell us otherwise in accordance with the procedures described herein, we will provide 
electronically to you through the DocuSign system all required notices, disclosures, 
authorizations, acknowledgements, and other documents that are required to be provided or made 
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us. Thus, you can receive all the disclosures and notices electronically or in paper format through 
the paper mail delivery system. If you do not agree with this process, please let us know as 
described below. Please also see the paragraph immediately above that describes the 
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How to contact City of Chandler:  
You may contact us to let us know of your changes as to how we may contact you electronically, 
to request paper copies of certain information from us, and to withdraw your prior consent to 
receive notices and disclosures electronically as follows: 
To contact us by email send messages to: esignature@chandleraz.gov 
 
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To inform us that you no longer wish to receive future notices and disclosures in electronic 
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To confirm to us that you can access this information electronically, which will be similar to 
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if you consent to receiving notices and disclosures exclusively in electronic format as described 
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By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm 
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You can print on paper this Electronic Record and Signature Disclosure, or save or send 
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Until or unless you notify City of Chandler as described above, you consent to receive 
exclusively through electronic means all notices, disclosures, authorizations, 
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