4609 Agreement Nationwide

City of Chandler — Regular Meeting (2024-02-22)

Extracted text (via pymupdf) 104532 characters

City Clerk Document No.

City Council Meeting Date: February 22, 2024

CITY OF CHANDLER SERVICES AGREEMENT
DEFERRED COMPENSATION 457 PLAN AND POST EMPLOYMENT HEALTH PLAN
ADMINISTRATION, INVESTMENT AND TRUST SERVICES
CITY OF CHANDLER AGREEMENT NO. HR3-953-4609

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Nationwide Retirement Solutions, Inc., a Delaware
privately held mutual corporation (Contractor), (City and Contractor may individually be referred to
as Party and collectively referred to as Parties) and made

, 2024
(Effective Date).

RECITALS

A. City proposes to enter an agreement for Deferred Compensation 457(b) Plan and Post
Employment Health Plan recordkeeping, administrative, investment, and trust services as more fully
described in Exhibits A and B, and the Nationwide proposal, Exhibit E, which are attached to and
made a part of this Agreement by this reference. This Agreement may be expanded by mutual
consent of the parties at a later date to include recordkeeping services for a 401(a) Plan by revising
the attached Statement of Services accordingly.

B. Contractor is ready, willing, and able to provide the services described in Exhibits A and B for the
compensation and fees set forth and as described in Exhibits A and 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
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SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibits A and B, consistent with the
representations and terms in the Nationwide Proposal, Exhibit E, to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
similar services in Chandler, Arizona exercises under similar conditions. All work or services
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 Exhibits A and B for the term of this Agreement.

The term of the Agreement is three years, and begins on January 1, 2024, and ends on December
31, 2026, unless sooner terminated in accordance with the provisions of this Agreement. The City
and the Contractor may mutually agree to extend the Agreement for up to two additional terms of
three years each, or portions thereof. The City reserves the right, at its sole discretion, to extend the
Agreement for up to 60 days beyond the expiration of any extension term.

Not less than 30 days before the expiration or termination of the Agreement, the Parties shall enter
an End of Services Agreement to promote the orderly conclusion and transition of services provided
under the Agreement. Such Agreement shall identify the Parties’ respective surviving rights and
obligations including but not limited to: (i) the surviving contract clauses, (ii) record retention
requirements, (iii) payment and credit obligations, (iv) tax reporting obligations, (v) data security and
confidentiality obligations, (vi) access to data; (vii) transition obligations; and (vii) termination
obligations.

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 A (Deferred Compensation 457(b) Plan) and Exhibit B (Post-Employment Health
Plan) for performance of the services will be deducted from the participant plan assets on a
quarterly basis. The Contractor will provide quarterly statements of fees deducted to the City’s
designated representative.

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
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insurance, Social Security, and Worker’s Compensation.

4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
the Parties a written Agreement Amendment shall be approved and executed by the Parties.

SECTION V: GENERAL CONDITIONS

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 no more than once in a twelve consecutive month period 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 either the Contractor or 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 Contractor or the
City to audit their records to verify the accuracy and appropriateness of all cost and pricing data. If,
following an audit of this Agreement, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data, and the cost discrepancies exceed 1% of the total
Agreement billings, the Contractor will be liable for reimbursement of the reasonable, actual cost
of the audit.

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

Notwithstanding the above, if Nationwide determines that an amendment to the Agreement is
necessary that affects more than one plan sponsor and this change is communicated in writing to
all affected plan sponsors, Nationwide reserves the right to implement the amendment on a
prospective basis for any plan whose plan sponsor who fails to respond to the request for written
approval of the amendment in 45 days. Plan Sponsor hereby approves all such amendments unless
a proper and timely response is made to Nationwide regarding any Agreement modification
communicated to Plan Sponsor.

5.3 Termination for Convenience. Either the City or Contractor may terminate the Agreement
for any reason upon providing 120 days written notice to the other party. 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. 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. Provision of such written notice of termination by the City to Contractor does not relieve
the City of any termination requirements that may be associated with specific investment
options. The City further acknowledges and agrees that the City is responsible for any
investment product liquidation fees, if applicable, and that neither the Contractor nor any of
its affiliates assumes liability for any such fees. 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. Either the City or the Contractor 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. In the event either party fails to perform
any or all of its obligations as defined in the Agreement, the non-defaulting party shall give the
defaulting party written notice, specifying the particulars of the default. If such default is not cured
within sixty days from the date in which notice of default is given, the non-defaulting party may
terminate the Agreement upon 60 days written notice to the defaulting party. In addition to the 60
days written notice period, the parties agree to allow for an agreed upon transition period of up to
60 additional days to assure a smooth transition to a successor service provider; (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
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(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.

a. The Contractor must indemnify, defend, save and hold harmless the City and its officers,
officials, agents and employees 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 or state statute or regulation or court decree. Contractor’s liability as set forth in
Section 5.5(a) shall not apply to the extend such Claims arise out of the negligent or willful
acts or omissions of the City or its officers, officials, agents and employees. 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 the City for losses arising from or related
to this Agreement, unless such losses arise out of or are related to their own negligent or
willful acts or omissions of the City, its officers, officials, agents and employees. The
obligations of the Contractor under this provision survive the termination or expiration of
this Agreement.

b. To the extent not prohibited by state law, the City must indemnify, defend, save and hold
harmless the Contractor and its officers, officials, agents and employees from any and all
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 City 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 City to conform to any federal or state statute or regulation or
court decree. The City’s liability as set forth in Section 5.5(b) shall not apply to the extent
such Claims arise out of the own negligent or willful acts or omissions of the Contractor or
its officers, officials, agents and employees. The City is responsible for primary loss
investigation, defense and judgment costs where this indemnification applies. In
consideration of the award of this Agreement, the City agrees to waive all rights of
subrogation against the Contractor for losses arising from or related to this Agreement,
unless such losses arise out of or are related to the own negligent or willful acts or omissions
of the Contractor, its officers, officials, agents and employees. The obligations of the City
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
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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: Christina Pryor Name: Catherine Moore
Title: Procurement and Supply Senior Manager Title: Associate Vice President
Address: 175 S. Arizona Avenue, 3rd Floor Address: 10 West Nationwide Blvd.
Chandler, AZ 85225 Columbus, OH 43215
Phone: 480-782-2403 Phone: 614-435-6998
Email: christina.pryor@chandleraz.gov Email: moorek3@nationwide.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 Reserved

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5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).

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

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

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

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

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

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

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

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

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

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

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

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

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

5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
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minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.

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

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

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

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

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

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

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

5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.

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

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

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

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

Exhibit A –
Administrative
Services
Agreement
Statement
of
Work
for
the
Governmental 457(b) Deferred Compensation Plan of Chandler Arizona
Exhibit B -
Administrative Services Agreement Statement of Work for the Post
Employment Health Plan (PEHP) of the City of Chandler, AZ
Exhibit C -
Fee Schedule
Exhibit D -
Insurance Requirements
Exhibit E –
Nationwide Proposal
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In the event of a conflict in the terms and conditions or a legal ambiguity arises among this
Agreement and the attached exhibits, the documents in the following order prevail and control:

1. Services Agreement
2. Exhibit A – Administrative Services
Agreement Statement of Work for
the Governmental 457(b) Deferred
Compensation Plan of the City of
Chandler, AZ
Exhibit B - Administrative Services
Agreement Statement of Work for the Post
Employment Health Plan (PEHP) of the City
of Chandler, AZ
3. Exhibit C – Fee Schedule
4. Exhibit D – Insurance Requirements
5. Exhibit E – Nationwide Proposal

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.

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,
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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.
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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
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AVP - Client Services, Nationwide

EXHIBIT A
ADMINISTRATIVE SERVICES AGREEMENT STATEMENT OF WORK
FOR THE GOVERNMENTAL 457(b) DEFERRED COMPENSATION PLAN OF
THE CITY OF CHANDLER, ARIZONA
The following sets forth performance terms under this Services Agreement No. HR-953-4609 (the
“Agreement”) between Nationwide Retirement Solutions, Inc., (“Nationwide”) and the City of Chandler,
Arizona (the “Plan Sponsor”) applicable to Nationwide’s role as recordkeeper and administrative,
investment, and trust services provider for the City of Chandler 457(b) Deferred Compensation Plan
(the “Plan”).

•
For purposes of the Plan, the following statements apply: Plan Sponsor, pursuant to and in
compliance with the Internal Revenue Code of 1986, as amended (“Code”), established and
sponsors the City of Chandler 457 Deferred Compensation Plan (“Plan”), a Section 457(b) Plan;
•
Plan Sponsor desires to have Nationwide perform the non-discretionary recordkeeping,
administrative, investment, and trust services described in this Agreement for the Plan
(“Administrative Services”); and
•
Nationwide desires to provide such Administrative Services subject to the terms and conditions
set forth in this Agreement.

1. TERMS/DESIGNATION
a. Plan Sponsor designates Nationwide as a non-fiduciary, non-discretionary provider of
Administrative Services for the Plan in accordance with the terms of this Agreement.
b. Plan Sponsor represents that the selection and designation of Nationwide complies with any
procurement statutes applicable to Plan Sponsor.
c. Any duties or services not specifically described herein or delegated in the Plan’s documents
as being provided by Nationwide are the responsibility of Plan Sponsor.
d. Services in addition to those in this Agreement or delegated in the Plan’s documents may be
added by mutual agreement of Nationwide and Plan Sponsor.

2. ELIGIBLE EMPLOYER
Plan Sponsor has determined that it is an “eligible employer” and meets the requirements of Code
Section 457(e)(1)(A).

3. GENERAL
a. Plan Sponsor adopts Nationwide’s established policies and procedures with respect to the
administration of 457(b) Plan on its administrative system. Nationwide and Plan Sponsor shall
mutually agree to any procedures which require customization, e.g., loan procedures.
b. Nationwide will provide the Plan Sponsor with an Adoption Agreement and Plan and Trust
Documents which have been designed to comply with the requirements of Section 457(b) of
the Code. The Adoption Agreement and Plan and Trust Documents will be prepared by
Nationwide at the direction of the Plan Sponsor and with the understanding that it will be
reviewed by the Plan Sponsor and the Plan Sponsor’s tax and legal advisors prior to execution.
c. Nationwide will prepare and provide draft Plan Document amendments for review and
approval by the Plan Sponsor at such times as Nationwide may determine. Such Plan
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amendments may include changes required to keep the Plan Document in compliance with
the Code as the result of changes in federal law that affect the Plan. The Plan Sponsor will
remain responsible for the accuracy and timely adoption of any Plan amendments
d. Plan Sponsor acknowledges and agrees that Nationwide is not responsible for monitoring
deferrals to other Section 457, 403(b), 401(a), and/or 414(h) plans, or any defined benefit plans
referenced by the Code.
e. Plan Sponsor acknowledges and agrees that Nationwide is not responsible for monitoring
inter-plan coordination between the Plan administered by Nationwide and any other plan
which Plan Sponsor may have.
f. This Agreement does not require, nor will this Agreement be construed as requiring,
Nationwide to exercise any discretionary control or authority over the Plan or the assets of the
Plan.
g. This Agreement does not require, nor shall this Agreement be construed as requiring,
Nationwide to provide investment, legal, or tax advice to Plan Sponsor or to Plan participants.

4. PLAN SPONSOR RESPONSIBILITIES
a. Plan Sponsor is responsible for timely providing all information that Plan Sponsor and
Nationwide mutually agree is necessary for Nationwide to perform the Administrative Services
under this Agreement.
b. Plan Sponsor is responsible for timely providing updated information regarding Plan
participants.
c. Plan Sponsor is responsible for ensuring that the provided information is accurate and
complete. Nationwide is entitled to rely exclusively on the information provided by the Plan
Sponsor or the Plan Sponsor’s advisors, whether oral or in writing, and will have no
responsibility to independently verify the accuracy of that information.
d. Plan Sponsor acknowledges that inaccurate or late information could result in tax penalties,
participant/beneficiary legal claims, or both.
e. Plan Sponsor is responsible for monitoring maximum deferral limits for the Plan. Nationwide
will assist and provide necessary information to support this function.
f. The Plan Sponsor will not be responsible for any delays, errors, or losses caused by the
replacement, modification, or update of Nationwide’s information systems and software.
Nationwide shall promptly address any system deficiencies and correct any related errors and
shall be solely liable for any losses arising from any disruption in services, performance
failures, and errors related to changes to Nationwide’s information systems or software.

5. SERVICES RELATED TO PARTICIPANT ENROLLMENT
a. Plan Sponsor is responsible for determining employees eligible to participate in the Plan.
b. Nationwide agrees to process the enrollment of employees eligible to participate in the Plan.
c. Nationwide agrees to conduct enrollment meetings with Plan Sponsor’s employees in such
number and manner as determined by the parties.
d. The Plan Sponsor agrees to allow and facilitate the periodic distribution of materials to
Participants at the time and in the manner determined by the Plan Sponsor; provided,
however, that all reasonable expenses associated with such distribution will be paid by
Nationwide.

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6. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS AND ACCOUNT ACCESS
a. Nationwide agrees to establish an account for each enrolled participant, beneficiary, and
alternate payee of the Plan (for purposes of this Agreement only, hereinafter referred to as
“Participants”).
b. For each Participant account, at a minimum, Nationwide will maintain the following
information, if provided:

i.
Name;
ii.
Social Security number;
iii.
Mailing address;
iv.
Date of birth;
v.
Current investment allocation direction;
vi.
Contributions allocated and invested;
vii.
Investment transfers;
viii.
Benefit payments;
ix.
Current account balance;
x.
Transaction history since funding under the Agreement;
xi.
Contributions since funding under the Agreement;
xii.
E-mail address;
xiii.
Beneficiary designation;
xiv.
Benefit tax withholding information; and
xv.
Such other information as agreed upon by the Plan Sponsor and Nationwide.

c. Participants will have the unlimited ability to increase (within the limitations of Code Section
457(b)) or decrease contributions to the 457(b) Plan. Nationwide will process all requests to
increase or decrease contribution amounts made online or over the telephone within 24
hours. Nationwide will process all requests to increase or decrease contribution amounts
made through a paper form within five Business Days (The term “Business Day” means each
Monday through Friday during the hours the New York Stock Exchange is open for business.
No transactions can be completed on any Business Day after such time as the New York Stock
Exchange closes.) of receipt of the request, but the request cannot be effective until the earliest
date permissible under the Code or, if later, the date the contribution change can be processed
by the Plan Sponsor given Plan Sponsor’s payroll processing schedule.
d. Participants will have the ability to exchange existing account balances, in full or in part, and
to redirect future contributions from one available investment option to another on any
Business Day subject to Nationwide policies and any applicable restrictions or penalties
applied by the investment options.
e. Nationwide will provide reports to the Plan Sponsor within thirty days following the end of
each calendar quarter reporting period summarizing the following:

i.
All Participant activity that transpired during the reporting period;
ii.
Total contributions allocated to each investment or insurance option under the Plan; and
iii.
Total withdrawals by Participant. This report shall include the amount, type and date of
withdrawal.

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f. Nationwide will maintain the records necessary to produce any required reports for the later
of Nationwide or the Plan Sponsor’s records retention requirements. Plan Sponsor agrees that
all related paper and electronic records remains the property of Nationwide.

7. SERVICES RELATED TO PLAN CONTRIBUTIONS
a. Plan Sponsor agrees to send all Plan contribution information and related funds to Nationwide
on a timely basis that complies with all applicable legal requirements.
b. Plan Sponsor will provide all contribution allocation information with respect to Participant
accounts to Nationwide in a mutually agreed upon format. Contribution allocation
instructions include direction via electronic sources.
c. Nationwide will assist and provide necessary information to support all maximum deferral
limit testing for this Plan by the Plan Sponsor.
d. Nationwide will allocate contribution amounts transmitted by Plan Sponsor to Participant
accounts in accordance with the latest instructions from Participants or the Plan Sponsor (as
applicable) on file with Nationwide, when such instructions are in good order.
e. Nationwide agrees to post funds received in good order (as defined below) from Plan Sponsor
in accordance with the separate funding arrangements between Plan Sponsor and Nationwide
or any of its affiliates.
f. Plan Sponsor may send funds by wire transfer, through an automated clearinghouse, or by
check in accordance with written instructions provided by Nationwide. Failure to follow the
written instructions provided by Nationwide may result in delay of posting to Participant
accounts.
g. The term “in good order” means the receipt of required information by Nationwide, in a form
deemed reasonably acceptable to Nationwide, with respect to the processing of a request or
the completion of a task by Nationwide that reasonably requires information from a third
party. More specifically, Plan contributions and contribution allocation information must meet
all of the following requirements in order to be deemed to be in good order:
i.
All records must include the correct and complete Participant name, Social Security
number (or other unique identifier), and the amount to be credited to the participant’s
account(s);
ii.
The source of funds must be identified (e.g., 457(b) salary reduction, employer
contribution);
iii.
The Plan name and Plan number must be clearly identified;
iv.
Both the Participant allocation detail and the total contribution amount must be received,
and these two totals must match each other; and
v.
All Participants making or receiving a contribution must have an account established on
the recordkeeping system.
h. If Nationwide determines that the contribution or allocation detail is not in good order
(“NIGO”), Nationwide will notify the Plan Sponsor. After such notification, the parties will
continue to try to resolve the NIGO status. If the parties do not achieve resolution, Nationwide
will return the funds to the Plan Sponsor within thirty Business Days. Nationwide will not be
liable for any delay in posting if the Plan Sponsor fails to send the funds representing
contribution amounts or contribution allocation information in accordance with Nationwide’s
instructions to the central processing site designated by Nationwide, or for any delay in posting
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that results from the receipt of funds and/or contribution allocation that Nationwide
determines to be NIGO.

8. SERVICES WITH RESPECT TO DISTRIBUTIONS
a. Nationwide shall make all distributions in accordance with the Plan documents.
b. Except as provided in subsection d, below, Nationwide shall make all distributions as directed
by a Participant or the Plan Sponsor. Participants are responsible for selecting a form of
payment from those available under the terms of the Plan and making all other elections
regarding available distribution options.
c. All distributions will be made pro-rata from each of the Participant’s investment options and
money sources unless directed otherwise by the participant.
d. Nationwide will provide notice and a distribution form to each Participant attaining age 72 (or
such other age as determined by current law) or older in the current calendar year. The notice
will inform the Participant that required minimum distributions (“RMD”) must begin no later
than the April 1 of the calendar year following the later of attainment of age 72 (or such other
age as determined by current law) or retirement (subject to the terms of the Plan). Nationwide
will automatically distribute the RMD to the Participant if no direction is received from the
Participant.

9. TAX REPORTING
a. For each Participant that has received a benefit payment, Nationwide shall furnish tax
reporting forms. The forms will be provided in the manner and time prescribed by federal and
state law.
b. To the extent required by federal and state law, Nationwide will calculate and withhold from
each benefit payment federal and state income taxes. Nationwide will report such withholding
to the federal and state governments as required by applicable law.
c. Plan Sponsor will be responsible for all tax reporting requirements for periods before the
Effective Date of this Agreement, or after the termination date of this Agreement, unless
otherwise agreed to in writing by the parties to this Agreement.

10. UNCLAIMED PROPERTY
Nationwide shall administer Participant and beneficiary unclaimed property funds, including but
not limited to uncashed distribution checks and death claims, in accordance with Nationwide’s
standard unclaimed property procedures and state law.
11. SERVICES RELATED TO PARTICIPANT COMMUNICATION AND EDUCATION
a. Communication and Education
i.
Participant Statements
1. Participants will receive consolidated quarterly statements detailing their account
activity and account balances for the Plan.
2. Nationwide agrees to deliver account statements (by U.S. mail or electronically) to
Participants within thirty calendar days after the end of each calendar quarter. This
timeframe is contingent upon Nationwide receiving fund returns from the mutual fund
providers within four Business Days after the end of each quarter.

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b. Website
i.
Participants may access the website via a secured internet site at www.nrsforu.com to
review and make changes to their accounts. The website complies with applicable data
protection and privacy laws. The website is the exclusive property of Nationwide.
ii.
Using this site, Participants may: (i) obtain information regarding their accounts, and (ii)
conduct certain routine transactions with respect to their accounts. The Plan Sponsor
authorizes Nationwide to honor instructions regarding such transactions that a Participant
submits using the secure Internet site. Nationwide shall implement reasonable physical
and technical safeguards to protect personal information made available on its Internet
site. Such safeguards shall be no less rigorous than generally accepted industry practices.
iii.
The website is available twenty-four hours a day, except for routine maintenance of the
system.
iv.
The Participant website experience will include access to an education library offering
investment education. Content is delivered via multiple formats which can include short
videos, print materials, and workshop modules.

c. Interactive Voice Response System
i.
Nationwide will provide an interactive voice response (IVR) toll free telephone number,
which shall be operative twenty-four hours per day, seven days per week, except for
routine maintenance of the system.
ii.
Participants will be able to conduct routine Plan transactions and obtain account balance
information through the IVR.
iii.
The Plan Sponsor authorizes Nationwide to honor Participant instructions, which may be
submitted using the toll-free number, either through the IVR or a live representative.
d. Customer Service
Nationwide’s customer service representatives will be available toll-free to answer Participant
questions and process applicable transactions between the hours of 8:00 a.m. and 11:00 p.m.
Eastern Time each Monday through Friday, and between the hours of 9:00 a.m. and 6:00 p.m.
Eastern Time each Saturday, except for certain holidays as dictated by the New York Stock
Exchange holiday trading schedule.
Nationwide’s customer service representatives will be available at the Nationwide local office
3300 N. Central Ave., Suite 600, Phoenix, AZ 85012, by appointment and for walk-in services
Monday through Friday, 8:00 AM to 5:00 PM local Arizona time, excluding holidays.
12. SERVICES RELATED TO INVESTMENT OPTIONS
a. Plan Sponsor acknowledges that it has exercised its fiduciary duties in selecting the Plan’s
funding vehicles and the applicable investment line-up under such funding vehicles.
b. Plan Sponsor agrees to accept the terms and conditions of the annuity contracts, mutual
funds, any other investment products, and investment advice agreements after being
provided with a copy of same.
c. With respect to funding vehicles that engage an independent investment advisor to establish
and maintain the investment line-up, Plan Sponsor agrees that failure to follow the
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independent investment advisor’s recommendation in accordance with the terms of its
agreement with the independent investment advisor will cause Plan Sponsor to become the
investment fiduciary for the Plan.
d. Nationwide agrees to accept contributions to the Plan for investment in the investment
options selected by the Plan Sponsor, a product’s independent investment advisor, or other
responsible Plan fiduciary in its sole discretion and agreed to by Nationwide.

13. COMPENSATION
a. As compensation for the performance of the Administrative Services provided by Nationwide
pursuant to this Agreement, the Plan Sponsor and Nationwide agree that Nationwide shall be
entitled to receive an annualized compensation requirement of $28.00 per Participant account
(“Compensation Requirement”) to be assessed on a quarterly basis. Nationwide’s
Compensation Requirement shall be paid from Plan assets, specifically, each eligible
Participant account will be assessed a charge of $7.00 of the last day of each quarter. For this
purpose, a Participant account is eligible to be assessed if the Participant account has an
account balance on the first day of each calendar quarter (i.e January 1st, April 1st, July 1st and
October 1st) that is equal to or greater than $7.00. In addition to the foregoing, the parties
acknowledge and agree that Nationwide may receive revenue associated with annuity
contracts, revenue from mutual fund providers, as well as fees associated with specific services
or products.
b. The Plan Sponsor directs Nationwide to assess and collect an additional flat fee of $29,500 per
year, to be taken in four quarterly installments of $7,375 and collected pro-rata from all
participants with a balance in the plan. Participant balances are to include balances held in the
Self Directed Brokerage Account, Fixed Account but exclude participant loan balances. This
additional fee will be calculated and collected from participant accounts according to
Nationwide’s standard business practices. This additional fee will be in addition to
Nationwide’s Compensation Requirement described in Section 13.a. above.
c. The Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in
connection with the sale and servicing of investments allocated to participant Plan accounts
(“Investment Option Payments”). The Investment Option Payments include mutual fund
service fee payments as described in detail at www.nrsforu.com, and other payments received
from investment option providers. The Plan Sponsor directs Nationwide to credit all
Investment Option Payments to participant accounts on a quarterly basis. The Investment
Option Payments shall be credited to participant accounts on a pro-rata basis based on each
participant’s total assets held in all Plan investment options that generated the Investment
Option Payments.
d. Plan Sponsor directs Nationwide to establish and maintain a separate account (the “Plan
Expense Account”) to which the fee of $29,500 per year referred to in Section 13.b. The Plan
Expense Account will be funded on a quarterly basis. The Plan Sponsor will select a single
investment vehicle to be used for the Plan Expense Account, which cannot be an investment
vehicle included in the participant investment option line-up. The Plan Sponsor will direct
Nationwide, in writing, to pay reasonable and necessary Plan expenses directly to the Plan
Sponsor or to a Plan service provider.
i.
When each invoice is submitted to Nationwide for payment, the Plan Sponsor shall certify
in writing that the expenses represented by the invoice are reasonable and necessary Plan
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expenses. As the fiduciary of the Plan, the Plan Sponsor is solely responsible for making
determinations with respect to the appropriateness of all expenses of the Plan and how
the Plan Expense Account is managed. Nationwide does not accept this responsibility.
ii.
The Plan Sponsor will maintain the cumulative balance held in the Plan Expense Account
at a reasonable level given the size of the Plan and the Plan’s total annual expenses. Should
the cumulative balance of the Plan Expense Account exceed a reasonable level, Plan
Sponsor will direct Nationwide to allocate any excess accumulation to participant accounts
on a pro-rata basis based on their total account balance.
iii.
Notwithstanding Section 13.d.ii above, at the direction of Plan Sponsor, any balance in the
Plan Expense Account that has not been applied to pay for reasonable and necessary Plan
expenses can be allocated to participant accounts on a pro-rata basis based on their total
account balance on an annual basis to be mutually determined and agreed to by the
parties.
iv.
All interest accrued in the Plan Expense Account accrues to the benefit of the Plan and Plan
Sponsor.
e. The Plan Sponsor acknowledges that it has received all information about compensation paid
to Nationwide as the Plan Sponsor has reasonably requested and has determined that the
total amount of compensation paid to Nationwide as described in this Section 13 is reasonable
and appropriate for the services provided.
f. To the extent offered under the Plan, in addition to the above described fees, Nationwide shall
also receive fees with respect to a Participant’s use of Participant loan administration, the Self-
Directed Brokerage Account (“SDBA”), and Nationwide’s managed account service
(“ProAccount”) as follows:
i.
Loans – If requested by the Plan Sponsor and permitted under the terms of the Plan,
Nationwide will assist the Plan Sponsor in processing Participant loan requests pursuant
to Participant loan administrative procedures approved by the Plan Sponsor and
Nationwide. All Participant loan fees are governed by Nationwide’s Plan Loan Procedures
document, a copy of which has been provided to the Plan Sponsor.
ii.
Self-Directed Brokerage Account – The Plan offers an SDBA investment option for
qualifying participants in the Plan. Initial and annual administrative fees may be charged
as outlined in the separate fee agreement for the SDBA that will be provided to each
Participant by Nationwide.
iii.
Managed account services (Nationwide ProAccount) – Managed account services are
offered by Nationwide Investment Advisors (“NIA”), an affiliate of Nationwide, and the Plan
Sponsor must execute a separate agreement with NIA if the Plan Sponsor wants to add
ProAccount to the Plan. Only participants who choose to utilize Nationwide’s ProAccount
managed account service are assessed fees. Such fees as shown in the table in Exhibit C
are authorized in a separate ProAccount agreement between the participant and NIA and
are assessed pursuant to the terms and conditions of such agreement.
Fees related to participant loans, the SDBA and Nationwide ProAccount are in addition to the
fees in Sections 13.a., b., and d.
g. Plan Sponsor may request Nationwide and/or its affiliates to provide additional services not
described in this Agreement by making such a request in writing, which Nationwide may decide
to perform for compensation to be negotiated by the parties prior to the commencement of
the additional services.
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14. FRAUD
a. Nationwide will investigate suspected fraud in accordance with its standard procedures.
b. Nationwide will report any fraud that is confirmed after performing its investigation to Plan
Sponsor’s representative.
c. Nationwide will work with Plan Sponsor to determine the appropriate action to mitigate or
rectify any discovered fraud.
d. If Nationwide suspects fraud with respect to an ACH transfer, Plan Sponsor agrees that
Nationwide may issue a physical check to the Participant instead.

15. CONFIDENTIALITY
a. Nationwide agrees to maintain all information obtained from or related to all Plan Participants
as confidential.
b. Plan Sponsor authorizes Nationwide to disclose Plan and employee information to its agents,
affiliates, vendors, brokers, registered representatives, and professional advisors (such as
attorneys, accountants and actuaries) to enable or assist them in the performance of their
duties hereunder and other plan-related activities.
c. Plan Sponsor agrees to allow the periodic distribution to its employees of materials prepared
by Nationwide regarding products and services offered by Nationwide, or its affiliates, which
Nationwide reasonably believes would be beneficial to such Plan Participants. Plan Sponsor
will have the right to review approve materials prior to distribution.
d. Except as provided for in Section 15(b), Plan Sponsor agrees that Plan and Participant
information may also be used or disclosed by Nationwide to other third parties pursuant to a
written authorization signed by Plan Sponsor.
e. Notwithstanding anything to the contrary contained herein, it is expressly understood that
Nationwide retains the right to use any and all information in its possession in connection with
its defense and/or prosecution of any litigation or in response to appropriate regulatory
inquiries, investigations, industry sweeps, examinations, or validly legal subpoenas issued by
our courts of competent jurisdiction, that may arise in connection with the Agreement, the
investment arrangement funding the Plan, or the Plan; provided, however, in no event will
Nationwide release any information to any person or entity except as permitted by applicable
law and regulations thereunder.

16. AUTHORIZED PERSONS

Plan Sponsor will furnish a list to Nationwide (and from time to time whenever there are changes
therein) of the individuals authorized to transmit instruction to Nationwide concerning the Plan
and/or assets in the Plan, and written direction regarding the form of such instructions.

17. HEADINGS

The headings of articles, paragraphs, and sections are included for convenience only and will not
be considered by either party in construing the meaning of the Agreement.
DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

EXHIBIT B
ADMINISTRATIVE SERVICES AGREEMENT STATEMENT OF WORK FOR THE POST EMPLOYMENT
HEALTH PLAN (PEHP) FOR THE CITY OF CHANDLER, ARIZONA

The following sets forth the performance terms applicable to Services Agreement No. HR3-953-4609
(the “Agreement”) between the City of Chandler, Arizona (the “Employer”), and Nationwide Retirement
Solutions, Inc. (“NRS”) governing NRS’s role as the administrator (the “Administrator”) of the Post
Employment Health Plan (“PEHP”) for the City of Chandler, Arizona Post Employment Health Plan (the
“Plan)”) (collectively referred to as ”Party” or “Parties”)

For purposes of the PEHP, the following statements apply:
•
The Employer is a State or a political subdivision thereof, or an agency or instrumentality of any
of the foregoing; and
•
The Plan provides post-retirement reimbursement of Qualifying Medical Care Expenses and
Health Care Insurance Premiums (as defined in the Plan) for the benefit of eligible government
employees who become participants in the Plan, and their dependents; and
•
Pursuant to this Agreement, the Employer agrees to make contributions pursuant to and in
compliance with the Plan and this Agreement and subject to the Internal Revenue Code of 1986,
as amended (“Code”), and its accompanying regulations for work performed by its eligible
employees (“Contributions”); and
•
The Contributions will be held in trust by the Trustee, or its successor, designated under the Trust
for the City of Chandler (the “Trust”) for the exclusive benefit of eligible employees and officials,
Plan participants, and their dependents; and
•
The Employer adopts the Plan by entering into this Agreement (“Agreement”) with the
Administrator; and
•
The Administrator accepts the Employer as an Employer under the Plan upon the terms and
conditions set forth in the Plan, the Trust, and this Agreement.

TERMS

1. The Employer agrees to be bound by all actions taken by the Administrator and the Trustee
pursuant to the powers granted them by the Plan and Trust Agreement. The Employer further
acknowledges that under the terms of the Plan, the Administrator’s resolution regarding
questions relating to administration of the Plan is final and binding upon the Employer, eligible
employees and participants.

2. The Administrator agrees to carry out the responsibilities of the Administrator as set forth in the
Plan, the Trust, and this Agreement.

3. The Administrator will provide the necessary recordkeeping, administrative, trust, and investment
services required for the Employer’s PEHP Plan consistent with terms of the Plan and Trust
Agreement and as set forth in the representations and terms of its Proposal (Exhibit E).

DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

4. The Administrator will work with the Employer to prepare appropriate Plan documents and other
related documents to reflect the specific requirements of the Employer’s Plan and meet the
requirements of applicable laws. The documents will be prepared by the Administrator with the
understanding that they will be reviewed by the Employer and the Employer’s tax and legal
advisors prior to execution.

5. The Administrator will prepare and provide draft Plan Document amendments for review and
approval by the Employer to reflect the Employer’s changes to the Plan and any changes required
to keep the Plan Document in compliance with the Code as the result of changes in federal law
that affect the Plan. The Employer will remain responsible for the accuracy and timely adoption of
any Plan amendments.

6. The Administrator or Trustee is authorized to enforce any rights which are provided as a matter
of law in favor of the Plan, its eligible employees and participants and their dependents or the
Trustee. This provision notwithstanding, if, in the opinion of the Administrator, the terms of the
Employer’s Plan conflict or come to conflict with the Code and accompanying regulations, the
Administrator may refuse Contributions until such time as the conflict is cured. If an Employer
desires to change the terms of its Plan, such change must be submitted to the Administrator for
acceptance prior to its becoming effective and binding on the Administrator. Such acceptance
shall not be unreasonably withheld.

7. The Agreement shall apply to only those employees and participants that the Employer has
determined are eligible and for whom the Employer agrees to make Contributions to the Plan. The
Employer agrees that in determining who is eligible to receive Contributions under the Plan, the
Employer will comply with Code section 105(h) and will not discriminate in favor of highly
compensated individuals. The Employer acknowledges that the Administrator has no responsibility
to determine which employees or participants of the Employer are eligible to receive contributions
under the Plan or to enforce the Employer’s compliance with Code section 105(h).

8. This Agreement is contingent upon the attainment, or retention, of the tax-exempt status of the
Trust under Code section 501(c)(9).

9. This Agreement is further contingent upon the Plan not violating any provisions of the Internal
Revenue Code and its regulations or any ruling or guidance published by the Internal Revenue
Service (“IRS”) applicable to the Plan, including the terms of any IRS ruling issued to the Plan or
other applicable law. The Employer acknowledges that failure to comply with the terms of the Plan
and Trust may subject it and its employees to adverse tax consequences.

10. In order to provide for the payment of benefits under the Plan, the Employer hereby agrees to
make Contributions to the Trust, as it specifies in the attached Employer Data Sheet. The Employer
may change its Contributions from time to time, consistent with the objectives of the Plan and
applicable law by a mutually agreeable method between the Employer and the Administrator
(which method could include updating the PEHP Employer Data Sheet).

DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

With each Contribution to the Plan, the Employer will provide the Administrator with a
Contribution Summary Sheet (or similar report) which lists the full name of each employee or
participant for whom contributions are made, his or her Social Security number, the amounts to
be allocated on behalf of each such employee or participant and whether the contributions should
be credited to the 105 or 106 sub-accounts as defined in the Plan document. The Administrator
or its designee shall record the Contribution and reconcile the Employer’s Contribution Summary
Sheet or other report.

The Administrator may reject Contributions that do not comply with the requirements of the Plan,
the Trust and the Code. If the Administrator rejects any Contributions, the Contributions and the
Contribution Summary Sheet will be returned to the Employer for resolution. The Administrator
shall instruct the Trustee to transfer the Contributions in good order from the lockbox to the Trust
investment account upon completion of such recording and reconciliation. Contributions shall not
accrue income or share in investment gains or losses while they are in the lockbox prior to the
transfer to the Trust investment account or while the Administrator seeks resolution of
Contributions not received in good order. The Employer understands that failure to make
Contribution in a timely manner may result in sanctions permitted by law, as well as the
termination of the Plan, as provided in rules established in the Agreement.

11. The Employer hereby appoints, and approves of, NRS to provide claims payment services and to act
as the Administrator for the Plan. The Employer further agrees that the Administrator’s
compensation for its services shall be outlined in Attachment A “Compensation and Funding Vehicle
for PEHP” of this Agreement. Attachment A may be amended at any time by mutual agreement of
the Parties.

12. The Administrator shall be responsible for meeting any reporting and notice requirements
applicable to the Plan under the Affordable Care Act (IRC 6055) with respect to the retirees and other
individuals covered by the Plan, an HRA, including the preparation and distribution of Forms 1094
and 1095.

13. The Employer and NRS hereby acknowledge and agree to the funding vehicle for the Trust as
outlined in Attachment A “Compensation and Funding Vehicle for PEHP” of this Exhibit B.

14. The Employer hereby acknowledges it has received the “Disclosure and Acknowledgement Form”
(the “Form”) which is incorporated into the Agreement, and further agrees to be bound by the
Form.

DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

ATTACHMENT A: COMPENSATION AND FUNDING VEHICLE FOR PEHP

a. As compensation for the performance of the Administrative Services provided by Nationwide
pursuant to this Agreement, the Plan Sponsor and Nationwide agree that Nationwide shall be
entitled to receive an annualized compensation requirement of $25.00 per Participant account
(“Compensation Requirement”) to be assessed on a quarterly basis. Nationwide’s
Compensation Requirement shall be paid from Plan assets, specifically, each eligible
Participant account will be assessed a charge of $6.25 of the last day of each quarter. For this
purpose, a Participant account is eligible to be assessed if the Participant account has an
account balance on the first day of each calendar quarter (i.e. January 1st, April 1st, July 1st and
October 1st) that is equal to or greater than $6.25. In addition to the foregoing, the parties
acknowledge and agree that Nationwide may receive revenue associated with annuity
contracts, revenue from mutual fund providers, as well as fees associated with specific services
or products.

b. The Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in
connection with the sale and servicing of investments allocated to participant Plan accounts
(“Investment Option Payments”). The Investment Option Payments include mutual fund
service fee payments as described in detail at [www.nrsforu.com], and other payments
received from investment option providers. The Plan Sponsor directs Nationwide to credit all
Investment Option Payments to participant accounts on a quarterly basis. The Investment
Option Payments shall be credited to participant accounts on a pro-rata basis based on each
participant’s total assets held in all Plan investment options that generated the Investment
Option Payments.

c. The Plan Sponsor acknowledges that it has received all information about compensation paid
to Nationwide as the Plan Sponsor has reasonably requested and has determined that the
total amount of compensation paid to Nationwide as described in this Section a above is
reasonable and appropriate for the services provided.

DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

EXHIBIT C
FEE SCHEDULE

Plan Type
Open
Architecture
Using
Proprietary
Stable Value
Per-Participant
475/401(a)
$76
$28
Per-Participant
PEHP
$25
$25
Fee assumptions based on 24 days of
on-site services.
The Proprietary option assumes the Nationwide
True Flex with an initial crediting rate of 2.75%
and that existing Plus Fund assets will map to the
product no later than February 2024.
All options assume Nationwide ProAccount will be
available to participants as an optional service and
existing managed accounts will map accordingly.
The Nationwide Custom PEHP product is available
for existing RHS plans. The initial crediting rate is
2.75% and assumes that existing Plus Fund assets
will map to the product no later than February
2024.

Other Fees and Expenses
Adding a New Fund to the Investment Platform
$0
Each Additional On-Site Participant Education Day
$0
Custom Client Branded Communication and
Education Materials
Customization of select electronic
and print administrative forms with
Plan-specific content including Plan
name, logo, and City investment line
up information
CERTIFIED FINANCIAL PLANNERTM Services
$0
Unitized Custom Model Portfolios
$3,000 annually for each portfolio
Non-unitized Custom Model Portfolios
$3,000 annually for each portfolio
Loan Origination
$50
Annual Loan Maintenance Fee
$50
Other Loan Fees
Default Fee (annual until repaid) -
$50
Insufficient Funds Fee - $25
Hardship Approval and Processing
$0
Qualifying and Processing DROs
$0
Distribution Fees (list all)
$0
Periodic Payments (Installment) Set-Up Fees
$0
Annual Periodic Payments (Installment)
Maintenance Fees
$0
In-Service 59 ½ Withdrawal Fees
$0
ACH
$0
Wire Transfer
$0
DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

Overnight Delivery
$25
Managed Account Fees
ProAccount Fee Schedule
Account Balance
Annual Fee
First $99,999
0.50%
Next $150,000
0.45%
Next $150,000
0.40%
Next $100,000
0.35%
Assets of $500,000
and above
0.30%
Self-Directed Brokerage Fees
Initiation Fee - $50
Annual Maintenance Fee - $50

Schwab may assess additional fees
based on participant trading activity
within their account.
Creation of Required Annual Notices
$0
Mailing of Required Notices
$0
Creation of Fund Change Notices
$0
Mailing of Fund Change Notices
$0
Mailing of Participant Statements
$0
One-Time Costs Related to the Transition or Plan
Included
Recordkeeping Contract Termination Fees
$0
Special Project Fees
TBD per project
1095c or other required notices
$0
Other Fees (list)
N/A

DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

EXHIBIT D
INSURANCE
INSURANCE

General.

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

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

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

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

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

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

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

A.
Commercial General Liability-Occurrence Form. Contractor must maintain
“occurrence” form Commercial General Liability insurance with a limit of not less
than $2,000,000 for each occurrence, $4,000,000 aggregate. Said insurance must
also include coverage for products and completed operations, independent
contractors, personal injury and advertising injury. If any Excess insurance is utilized
DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

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.

D.
Professional Liability. If the Agreement is the subject of any professional services or
work performed by the Contractor, or if the Contractor engages in any professional
services or work adjunct or residual to performing the work under this Agreement,
the Contractor must maintain Professional Liability insurance covering errors and
omissions arising out of the work or services performed by the Contractor, or
anyone employed by the Contractor, or anyone whose acts, mistakes, errors and
omissions the Contractor is legally liable, with a liability limit of $1,000,000 each
claim and $2,000,000 all claims. In the event the Professional Liability insurance
policy is written on a “claims made” basis, coverage must extend for three years
past completion and acceptance of the work or services, and the Contractor, or its
selected Design Professional will submit Certificates of Insurance as evidence the
required coverage is in effect. The Design Professional must annually submit
Certificates of Insurance citing that the applicable coverage is in force and contains
the required provisions for a three year period.

E.
Technology Errors and Omissions Liability including Network Security and Privacy
Liability

For Contracts under $500,000

Minimum Limits:
Per Loss
$ 3,000,000
Aggregate
$ 3,000,000

For Service Contracts over $500,001

Minimum Limits:
Per Loss
$ 5,000,000
Aggregate
$ 5,000,000

DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

The policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Services of this contract.

In the event that the professional liability insurance required by this Contract is
written on a claims-made basis, Contractor warrants that any retroactive date under
the policy shall precede the effective date of this Contract; and that either
continuous coverage will be maintained or an extended discovery period will be
exercised for a period of two years beginning at the time work under this Contract
is completed.
If such insurance is maintained on an occurrence form basis, Contractor shall
maintain such insurance for an additional period of one year following termination
of Contract. If such insurance is maintained on a claims-made basis, Contractor shall
maintain such insurance for an additional period of three years following
termination of the Contract.
If Contractor contends that any of the insurance it maintains pursuant to other
sections of this clause satisfies this requirement (or otherwise insures the risks
described in this section), then Contractor shall provide proof of same.

The insurance shall provide coverage for the following risks

a. Liability arising from theft, dissemination and / or use of confidential information
(a defined term including but not limited to bank account, credit card account,
personal information such as name, address, social security numbers, etc.
information) stored or transmitted in electronic form.
b. Network Security Liability arising from the unauthorized access to, use of or
tampering with computer systems including hacker attacks, inability of an
authorized third party, to gain access to your services including denial of service,
unless caused by a mechanical or electrical failure.
c. Liability arising from the introduction of a computer virus into, or otherwise
causing damage to, a customer’s or third person’s computer, computer system,
network or similar computer related property and the data, software, and
programs thereon.

Additional Requirements:

a. The policy shall provide a waiver of subrogation.

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.

DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

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

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

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

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

6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for a
minimum period of three years following completion and acceptance of the
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.

DocuSign Envelope ID: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

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: 34D7047B-9CEE-4EBC-A774-47D8B2202A3F

EXHIBIT E
NATIONWIDE PROPOSAL
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100

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101

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102

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103

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104

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105

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106

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107

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