Extracted text (via pymupdf)
66565 characters
Page 1 of 25
City Clerk Document No.
City Council Meeting Date: April 4, 2024
CITY OF CHANDLER SERVICES AGREEMENT
PLUMBING SERVICES
CITY OF CHANDLER AGREEMENT NO. PW4-962-4712
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona
municipal corporation (City), and TALIS Construction Corporation, an Arizona S-Corporation (Contractor),
(City and Contractor may individually be referred to as Party and collectively referred to as Parties), made
, 2024 (Effective Date).
RECITALS
A. On or about December 13, 2023, the City issued a solicitation for plumbing services. Under the
solicitation, the City proposes to enter into three related agreements to provide plumbing services in
various amounts for the prices set forth in each plumbing services agreement. Although the amount and
type of plumbing services purchased by the City may vary, the total sum for all three plumbing services
agreements must not exceed $640,000.
B. City proposes to purchase plumbing services from Contractor as more fully described in Exhibit A,
which is attached to and made a part of this Agreement by this reference.
C. Contractor is ready, willing, and able to provide the goods or services described in Exhibit A for
the compensation and fees set forth and as described in Exhibit B, which is attached to and made a
part of this Agreement by this reference.
D. City desires to contract with the Contractor to provide these goods or services under the terms
and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 2 of 25
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II: CONTRACTOR’S SERVICES
Contractor must perform in accordance with Exhibit A to the City’s satisfaction within the terms and
conditions of this Agreement and within the care and skill that a person who provides similar goods
services in Chandler, Arizona exercises under similar conditions. All goods or services furnished by
Contractor under this Agreement must be performed in a skilled and workmanlike manner. Unless
authorized by the City in writing, all fixtures, furnishings, and equipment furnished by Contractor as part
of the goods or services under this Agreement must be new, or the latest model, and of the most suitable
grade and quality for the intended purpose of the goods or services.
SECTION III: PERIOD OF SERVICE
Contractor must perform the services described in Exhibit A for the term of this Agreement.
The term of the Agreement is one year, and begins on April 11, 2024, and ends on April 10, 2025, unless
sooner terminated in accordance with the provisions of this Agreement. The City and the Contractor may
mutually agree to extend the Agreement for up to four additional terms of one year each, or portions
thereof. The City reserves the right, at its sole discretion, to extend the Agreement for up to 60 days
beyond the expiration of any extension term.
SECTION lV: PAYMENT OF COMPENSATION AND FEES
4.1 Unless amended in writing by the Parties, Contractor's compensation and fees must not exceed the
unit prices and amounts as more fully described in Exhibit B for performance approved and accepted by
the City under this Agreement. Contractor must submit requests for payment for goods or services
approved and accepted during the previous billing period and must include, as applicable, detailed
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a list of
any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment plus
similar narrative and listing of their work. Payment for those goods or services negotiated as a lump sum
will be made in accordance with the percentage of the goods furnished or services completed during the
preceding billing period. Goods or services negotiated as a not-to-exceed fee will be paid in accordance
with the goods furnished or services completed during the preceding month. All requests for payment
must be submitted to the City for review and approval. The City will make payment for approved and
accepted goods or services within 30 days of the City’s receipt of the request for payment.
4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable state
and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to
sales made under the terms of this Agreement, it is the responsibility of the Contractor to collect and
remit all applicable taxes to the proper taxing jurisdiction of authority.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 3 of 25
4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local taxes
applicable to its operation and any persons employed by the Contractor. The Contractor will and require
all subcontractors to hold the City harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal, state, and local laws and regulations and any other
costs including transaction privilege taxes, unemployment compensation insurance, Social Security, and
Worker’s Compensation.
4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement. Prior
to commencement of subsequent renewal terms, the City may approve a fully documented request for a
price adjustment. The City shall determine whether any requested price increases for extension terms is
acceptable to the City. If the City approves the price increase, the price shall remain firm for the renewal
term for which it was requested. If a price increase is agreed upon by the Parties a written Agreement
Amendment shall be approved and executed by the Parties.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be kept on
the basis of generally accepted accounting principles and must be made available to the City and its
auditors for up to three years following the City’s final acceptance of the goods or services under this
Agreement. The City, its authorized representative, or any federal agency, reserves the right to audit
Contractor's records to verify the accuracy and appropriateness of all cost and pricing data, including
data used to negotiate this Agreement and any amendments. The City reserves the right to decrease the
total amount of Agreement price or payments made under this Agreement or request reimbursement
from the Contractor following final contract payment on this Agreement if, upon audit of the Contractor's
records, the audit discloses the Contractor has provided false, misleading, or inaccurate cost and pricing
data. The Contractor will include a similar provision in all of its contracts with subcontractors providing
goods or services under the Agreement Documents to ensure that the City, its authorized representative,
or the appropriate federal agency, has access to the subcontractors’ records to verify the accuracy of all
cost and pricing data. The City reserves the right to decrease Contract price or payments made on this
Agreement or request reimbursement from the Contractor following final payment on this Agreement if
the above provision is not included in subcontractor agreements, and one or more subcontractors refuse
to allow the City to audit their records to verify the accuracy and appropriateness of all cost and pricing
data. If, following an audit of this Agreement, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data, and the cost discrepancies exceed 1% of the total
Agreement billings, the Contractor will be liable for reimbursement of the reasonable, actual cost of the
audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of work, cost
of goods, cost of performance, or Project schedule, the goods or services will be performed as directed
by the City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by the
City. Additions to, modifications, or deletions from this Agreement as provided herein may be made, and
the compensation to be paid to the Contractor may accordingly be adjusted by mutual agreement of the
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 4 of 25
Parties. It is distinctly understood and agreed that no claim for extra work done or materials furnished by
the Contractor will be allowed by the City except as provided herein, nor must the Contractor do any
work or furnish any materials not covered by this Agreement unless such work is first authorized in
writing. Any such work or materials furnished by the Contractor without prior written authorization will
be at Contractor's own risk, cost, and expense, and Contractor hereby agrees that without written
authorization Contractor will make no claim for compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full performance
of the covenants contained herein, except that the City reserves the right, at its discretion and
without cause, to terminate or abandon any purchase or service provided for in this Agreement, or
abandon any portion of the Project for which the Contractor has performed. In the event the City
abandons or suspends the purchase or services, or any part of the purchase or services as provided
in this Agreement, the City will notify the Contractor in writing and immediately after receiving such
notice, the Contractor must discontinue advancing the work specified under this Agreement. Upon
such termination, abandonment, or suspension, the Contractor must deliver to the City all drawings,
plans, specifications, special provisions, estimates and other work entirely or partially completed,
together with all unused materials supplied by the City. The Contractor must appraise the goods or
services Contractor has completed and submit Contractor's appraisal to the City for evaluation. The
City may inspect the Contractor's goods or services to appraise the status completed. The
Contractor will receive compensation in full for goods provided or services performed to the date of
such termination. The fee will be paid in accordance with Section IV of this Agreement, and as
mutually agreed upon by the Contractor and the City. If there is no mutual agreement on payment,
the final determination will be made in accordance with the Disputes provision in this Agreement.
However, in no event may the payment exceed the payment set forth in this Agreement nor as
amended in accordance with Alteration in Character of Work. The City will make the final payment
within 60 days after the Contractor has delivered the last of the partially completed items and the
Parties agree on the final payment. If the City is found to have improperly terminated the
Agreement for cause or default, the termination will be converted to a termination for convenience
in accordance with the provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence of any
one or more of the following events: in the event that (a) the Contractor fails to perform pursuant to the
terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c) the Contractor makes
a general assignment for the benefit of creditors, (d) a trustee or receiver is appointed for Contractor or
for any of Contractor’s property (e) the Contractor files a petition to take advantage of any debtor's act, or
to reorganize under the bankruptcy or similar laws, (f) the Contractor disregards laws, ordinances, rules,
regulations or orders of any public body having jurisdiction, or (g) the Contractor fails to cure default
within the time requested. Where Agreement has been so terminated by City, the termination will not
affect any rights of City against Contractor then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold harmless
the City and its officers, officials, agents and employees (lndemnitee) from any and all claims,
actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees and costs of
claim processing, investigation and litigation) (Claims) caused or alleged to be caused, in whole or in
part, by the wrongful, negligent or willful acts, or errors or omissions of the Contractor or any of its
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 5 of 25
owners, officers, directors, agents, employees, or subcontractors in connection with this Agreement.
This indemnity includes any claim or amount arising out of or recovered under workers'
compensation law or on account of the failure of the Contractor to conform to any federal, state or
local law, statute, ordinance, rule, regulation or court decree. The Contractor must indemnify
lndemnitee from and against any and all Claims, except those arising solely from lndemnitee's own
negligent or willful acts or omissions. The Contractor is responsible for primary loss investigation,
defense and judgment costs where this indemnification applies. In consideration of the award of
this Agreement, the Contractor agrees to waive all rights of subrogation against lndemnitee for
losses arising from or related to this Agreement. The obligations of the Contractor under this
provision survive the termination or expiration of this Agreement.
5.6 Insurance Requirements. Contractor must procure insurance under the terms and conditions
and for the amounts of coverage set forth in Exhibit C against claims that may arise from or relate to
performance of the work under this Agreement by Contractor and its agents, representatives,
employees, and subcontractors. Contractor and any subcontractors must maintain this insurance
until all of their obligations have been discharged, including any warranty periods under this
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: Raquel McMahon
Name: Chuck Watson
Title: Procurement Officer
Title: VP Pre-Construction Services
Address: 175 S. Arizona Ave.
Address: 1167 W. Javelina Ave.
Chandler, AZ 85225
Mesa, AZ 85210
Phone: 480-782-2400
Phone: 480-557-6100
Email: raquel.mcmahon@chandleraz.gov
Email: cwatson@talis.us
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
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 6 of 25
without the written consent of the other party. In no event may any contractual relation be created
between any third party and the City.
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final determination
at the administrative level will be made by the City Purchasing and Materials Manager.
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for the
completeness and accuracy of Contractor's services, data, and other work prepared or compiled
under Contractor's obligation under this Agreement and must correct, at Contractor's expense, all
willful or negligent errors, omissions, or acts that may be discovered. The fact that the City has
accepted or approved the Contractor's work will in no way relieve the Contractor of any of
Contractor's responsibilities.
5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until such
time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.).
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct the
Contractor as to the details of accomplishing the work or to exercise a measure of control over the
work means that the Contractor must follow the wishes of the City as to the results of the work only.
These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in furnishing goods or performing services
prescribed in the Agreement. The City may acknowledge its acceptance of such personnel to furnish
goods or perform services under this Agreement. At any time hereafter that the Contractor desires
to change key personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain an
adequate and competent staff of qualified persons, as may be determined by the City, throughout
the performance of this Agreement to ensure acceptable and timely completion of the Scope of
Work. If the City objects, with reasonable cause, to any of the Contractor's staff, the Contractor must
take prompt corrective action acceptable to the City and, if required, remove such personnel from
the Project and replace with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for approval
the names of subcontractors to be used under this Agreement. Any subsequent changes are subject
to the City’s written prior approval.
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
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 7 of 25
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 Federal Laws. Contractor understands and acknowledges the applicability of
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug
Free Workplace Act of 1989 to it. The Contractor agrees to comply with these laws in performing this
Agreement and to permit the City to verify such compliance.
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not
currently engaged in, and agrees for the duration of the Agreement, not to engage in a boycott of
Israel as defined by state statute.
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to any
contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore,
Contractor agrees Contractor and each subcontractor it uses warrants their compliance with all
federal immigration laws and regulations that relate to their employees and their compliance with§
23-214, subsection A. A breach of this warranty will be deemed a material breach of the Agreement
and may be subject to penalties up to and including termination of the Agreement. City retains the
legal right to inspect the papers of any Contractor’s or subcontractor’s employee who provides
goods or services under this Agreement to ensure that the Contractor and subcontractors comply
with the warranty under this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a
contract to any natural person who cannot establish that such person is lawfully present in the
United States. To establish lawful presence, a person must produce qualifying identification and sign
a City-provided affidavit affirming that the identification provided is genuine. This requirement will
be imposed at the time of contract award. This requirement does not apply to business
organizations such as corporations, partnerships, or limited liability companies.
5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor certifies
and agrees Contractor does not currently use and will not use for the term of this Agreement: (i) the
forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any goods or services
produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (iii) any
contractors, subcontractors or suppliers that use the forced labor or any goods or services
produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been employed or
retained to solicit or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, and that no member of the Chandler City Council, or any
City employee has any interest, financially, or otherwise, in Contractor’s firm. For breach or violation
of this warrant, the City may annul this Agreement without liability or, at its discretion, to deduct
from the Agreement price or consideration, the full amount of such commission, percentage,
brokerage, or contingent fee.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 8 of 25
5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must not be
construed to be a waiver of such provisions, nor must it affect the validity of this Agreement or any
part thereof, or the right of either Party to thereafter enforce each and every provision.
5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve or be
associated with any real property or personal property owned or leased by the City. Such notice
must be given seven business days prior to commencement of the services by the Contractor for a
third party, or seven business days prior to an adverse action as defined below. Written notice and
disclosure must be sent to the City’s Purchasing and Materials Manager. An adverse action under
this Agreement includes, but is not limited to: (a) using data as defined in the Agreement acquired in
connection with this Agreement to assist a third party in pursuing administrative or judicial action
against the City; or (b) testifying or providing evidence on behalf of any person in connection with an
administrative or judicial action against the City; or (c) using data to produce income for the
Contractor or its employees independently of performing the services under this Agreement,
without the prior written consent of the City. Contractor represents that except for those persons,
entities, and projects identified to the City, the services performed by the Contractor under this
Agreement are not expected to create an interest with any person, entity, or third party project that
is or may be adverse to the City’s interests. Contractor's failure to provide a written notice and
disclosure of the information as set forth in this Section constitute a material breach of this
Agreement.
5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all information,
whether written or verbal, including plans, photographs, studies, investigations, audits, analyses,
samples, reports, calculations, internal memos, meeting minutes, data field notes, work product,
proposals, correspondence and any other similar documents or information prepared by, obtained by, or
transmitted to the Contractor or its subcontractors in the performance of this Agreement. The Parties
agree that all data, regardless of form, including originals, images, and reproductions, prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in connection with the Contractor's or
its subcontractor’s performance of this Agreement is confidential and proprietary information belonging
to the City. Except as specifically provided in this Agreement, Contractor or its subcontractors must not
divulge data to any third party without the City’s prior written consent. Contractor or its subcontractors
must not use the data for any purposes except to perform the services required under this Agreement.
These 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
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 9 of 25
the Contractor or its subcontractors are required or requested to disclose data to a third party, or any
other information to which the Contractor or its subcontractors became privy as a result of any other
contract with the City, the Contractor must first notify the City as set forth in this Section of the request or
demand for the data. The Contractor or its subcontractors must give the City sufficient facts so that the
City can be given an opportunity to first give its consent or take such action that the City may deem
appropriate to protect such data or other information from disclosure. Unless prohibited by law, within
ten calendar days after completion or termination of services under this Agreement, the Contractor or its
subcontractors must promptly deliver, as set forth in this Section, a copy of all data to the City. All data
must continue to be subject to the confidentiality agreements of this Agreement. Contractor or its
subcontractors assume all liability to maintain the confidentiality of the data in its possession and agrees
to compensate the City if any of the provisions of this Section are violated by the Contractor, its
employees, agents or subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that
a breach of this Section must be deemed to cause irreparable harm that justifies injunctive relief in court.
Contractor agrees that the requirements of this Section must be incorporated into all subcontracts
entered into by Contractor. A violation of this Section may result in immediate termination of this
Agreement without notice.
5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy, must be
secured and protected at all times by Contractor and any of its subcontractors. At a minimum,
Contractor must encrypt or password-protect electronic files. This includes data saved to laptop
computers, computerized devices, or removable storage devices. When personal identifying
information, financial account information, or restricted City information, regardless of its format, is
no longer necessary, the information must be redacted or destroyed through appropriate and
secure methods that ensure the information cannot be viewed, accessed, or reconstructed. In the
event that data collected or obtained by Contractor or its subcontractors in connection with this
Agreement is believed to have been compromised, Contractor or its subcontractors must
immediately notify the City contact. Contractor agrees to reimburse the City for any costs incurred
by the City to investigate potential breaches of this data and, where applicable, the cost of notifying
individuals who may be impacted by the breach. Contractor agrees that the requirements of this
Section must be incorporated into all subcontracts entered into by Contractor. It is further agreed
that a violation of this Section must be deemed to cause irreparable harm that justifies injunctive
relief in court. A violation of this Section may result in immediate termination of this 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.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 10 of 25
5.30 Modification. Except as expressly provided herein to the contrary, no supplement, modification,
or amendment of any term of this Agreement will be deemed binding or effective unless in writing
and signed by the Parties.
5.31 Severability. If any provision of this Agreement or the application to any person or circumstance
may be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the
application will not be affected and will be enforceable to the fullest extent permitted by law.
5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter is
merged and superseded.
5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement
is hereby expressly made of the essence.
5.34 Date of Performance. If the date of performance of any obligation or the last day of any time
period provided for should fall on a Saturday, Sunday, or holiday for the City, the obligation will be
due and owing, and the time period will expire, on the first day after which is not a Saturday, Sunday
or legal City holiday. Except as may otherwise be set forth in this Agreement, any performance
provided for herein will be timely made if completed no later than 5:00 p.m. (Chandler time) on the
day of performance.
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights or
benefits in the Agreement to anyone other than the City and the Contractor, and all duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of
City and the Contractor and not for the benefit of any other party.
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler codes,
ordinances, and requirements as outlined in this Agreement. If there is a conflict in interpretation
between provisions in this Agreement and those in the Exhibits, the provisions in this Agreement
prevail.
5.37 Document/Information Release. Documents and materials released to the Contractor, which
are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication in any
manner is prohibited without the City’s prior written approval. The document/material must be kept
secure at all times. This directive applies to all City documents, whether in photographic, printed, or
electronic data format.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 11 of 25
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by
reference:
Exhibit A - Project Description/Scope of Work
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.39 Special Conditions. As part of the goods furnished or the services Contractor provides under
this Agreement, Contractor agrees to comply with and fully perform the special terms and
conditions set forth in Exhibit D, which is attached to and made a part of this Agreement.
5.40 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of the
Contractor, this Agreement may be extended for use by other municipalities, school districts and
government agencies of the State. Any such usage by other entities must be in accordance with the
ordinance, charter and/or procurement rules and regulations of the respective political entity.
If required to provide services on a school district property at least five times during a month,
Contractor will submit a full set of fingerprints to the school of each person or employee who may
provide such service. The District will conduct a fingerprint check in accordance with A.R.S. 41-1750
and Public Law 92-544 of all Contractors, subcontractors or vendors and their employees for which
fingerprints are submitted to the District. Additionally, the Contractor will comply with the governing
body fingerprinting policies of each individual school district/public entity. Contractor, sub-
contractors, vendors and their employees will not provide services on school district properties until
authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.
The City will not be responsible for any disputes arising out of transactions made by other agencies
who utilize this Agreement.
5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all applicable City,
state, and federal non-discrimination and anti-harassment laws, rules, and regulations.
5.42 Licenses and Permits. Beginning with the Effective Date and for the full term of this Agreement,
Contractor must maintain all applicable City, state, and federal licenses and permits required to fully
perform Contractor’s services under this Agreement.
5.43 Warranties. Unless otherwise provided in Exhibit D, the Contractor must furnish a one-year
warranty on all work and services performed under this Agreement. Contractor must furnish, or
cause to be furnished, a two-year warranty on all fixtures, furnishings, and equipment furnished by
Contractor, subcontractors, or suppliers under this Agreement. Any defects in design, workmanship,
or materials that do not comply with this Agreement must be corrected by Contractor (including, but
not limited to, all parts and labor) at Contractor’s sole cost and expense. All written warranties and
redlines for as-built conditions must be delivered to the City on or before the City’s final acceptance
of Contractor’s services under this Agreement.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 12 of 25
5.44 Liens. The Contractor warrants that the materials supplied under this Agreement are free of liens
and will remain free of liens.
5.45 Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor
warrants that, for one year after acceptance by the City of the materials, they will be (a) of a quality to
pass without objection in the trade under the Agreement description, (b) fit for the intended purposes for
which the materials are used, (c) within the variations permitted by the Agreement and are of even kind,
quantity, and quality within each unit and among all units, (d) adequately contained, packaged and
marked as the Agreement may require, and (e) conform to the Contractor’s written promises or
affirmations of fact.
5.46 Fitness. The Contractor warrants that any material supplied to City will fully conform to all
requirements of the Agreement and all the Contractor’s representations, and will be fit for all purposes
and uses required by the Agreement.
5.47 Inspection/Testing. The warranties set forth in the Agreement are not affected by the City’s
inspection or testing of or payment for the materials by the City.
5.48 Packing and Shipping. The Contractor will be responsible for industry standard packing, which
conforms to requirements of carrier’s tariffs and Interstate Commerce Commission (ICC) regulations.
Containers must be clearly marked as to lot number, destination, address, and purchase order number.
5.49 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the specified
destinations. The Contractor will retain title and control of all goods until they are delivered and
accepted by the City. All risk of transportation and all related charges will be the responsibility of the
Contractor. All claims for visible or concealed damage will be filed by the Contractor. The City will notify
the Contractor promptly of any damaged goods and will assist the Contractor in arranging for inspection.
5.50 Risk of Loss. The Contractor will bear all loss of conforming material covered under this Agreement
until received by authorized personnel at the location designated in the purchase order or Agreement.
Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials will
remain with the Contractor regardless of receipt.
5.51 Current Products. All products offered in response to this solicitation will be in current and ongoing
production; will have been formally announced for general marketing purposes; will be a model or type
currently functioning in a user (paying customer) environment and capable of meeting or exceeding all
specifications and requirements set forth in the City’s solicitation.
5.52 Annual Usage Report. Upon request, the Contractor will furnish to the City an annual usage report
delineating the acquisition activity governed by the Agreement. The format of the report will be
approved by the City and will disclose the quantity and the dollar value of each agreement item by
individual purchasing unit.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 13 of 25
5.53 Catalogs/Agreement Price Listing. As applicable, the Contractor will furnish to all requesting
departments catalogs at no cost, which will outline agreement prices.
5.54 Emergency Purchases. City reserves the rights to purchase from other sources those items,
which are required on an emergency basis and cannot be supplied immediately by the Contractor.
5.55 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of Chandler.
The City reserves the right to obtain like goods or services from another source when necessary.
5.56 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date and
continue in full force and effect until it is terminated or expires in accordance with the provisions of this
Agreement. The Parties recognize that the continuation of this Agreement after the close of the City's
fiscal year, which ends on June 30 of each year, is subject to the City Council's approval of a budget that
includes an appropriation for this item as an expenditure. The City does not represent that this budget
item will be actually adopted. This determination is solely made by the City Council at the time Council
adopts the budget.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 14 of 25
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: _________________________________________
Mayor
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Vice President - Pre Construction
Page 15 of 25
EXHIBIT A TO AGREEMENT
SCOPE OF WORK
1.
SCOPE. CONTRACTOR shall provide plumbing services to include repairs, replacement (or
alterations) to sewer lines, storm drains, water lines, laterals and all fixtures, vents and devices
common to the plumbing industry. CONTRACTOR shall provide repair to sewer mains and laterals
generally ranging in size from 4” to 15” located in the public utility easement. Work shall include
repairs of sewer and restoration of excavation site and video inspection of damaged area showing
completed repairs on DVD or flash drive.
2.
RESPONSE TIME. For non-emergency repairs, CONTRACTOR shall respond within four (4) hours of
receiving call from CITY. For emergency calls, CONTRACTOR shall respond within two (2) hours of
receiving call from CITY.
3.
WORK ESTIMATES AND COMPLETION TIME.
3.1.
Emergency: CONTRACTOR shall be required to provide either: 1) a price estimate and/or completion
time estimate or 2) commence work with in the two (2) hour response time.
3.2.
Non-emergency: CONTRACTOR shall be required to provide a price estimate and completion time
estimate within two (2) days of response.
4.
HOURLY RATES. CONTRACTOR shall charge hourly rates listed in Exhibit B. The hourly rates for
labor and equipment shall be paid for time on scene only. No travel or mob/de-mob charges will be
allowed. Any work on Saturdays, Sundays or holidays will require advance approval from CITY.
5.
REPLACEMENT PARTS. CONTRACTOR shall charge the mark-up percentage listed in Exhibit B for any
parts and supplies required for repair.
6.
SUBCONTRACTOR REPAIRS. CONTRACTOR shall charge the mark-up percentage listed in Exhibit B
for any subcontractors required to complete the repair.
7.
SUPERVISION BY THE CONTRACTOR. CONTRACTOR shall supervise and direct all work.
CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences and
procedures performed. CONTRACTOR shall employ and maintain on the work a qualified
supervisor or superintendent, which shall be designated CONTRACTOR as CONTRACTOR's
representative at the site. The supervisor shall have full authority to act on behalf of
CONTRACTOR and all communications given to the supervisor shall be as binding as of given to
CONTRACTOR. The supervisor shall be present on the site at all times as required to perform
adequate supervision and coordination of the work.
8.
INSPECTION. Contract Administrator/designee may have CITY staff monitor the work site and report
to the Contract Administrator/designee as to the progress of the Work, the manner in which it is
being performed, and if material furnished and work performed by CONTRACTOR fails to fulfill the
requirements of the Agreement. Contract Administrator/designee may direct the attention of
CONTRACTOR to such failure or infringement but such inspection shall not relieve CONTRACTOR
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 16 of 25
from any obligation to furnish acceptable materials or to provide completed work that complies with
the Agreement.
In the case of any dispute arising between Contract Administrator/designee and the CONTRACTOR as
to material furnished or the manner of performing work, Contract Administrator/designee shall have
the authority to reject materials or suspend the work until the question and issue can be resolved.
9.
CLEANUP. CONTRACTOR shall remove all debris and other materials from the work site after the
completion of work. Contractor shall also restore the work site within the PUE to the condition prior
to beginning work.
10.
PROTECTION OF FINISHED OR PARTIALLY FINISHED WORK. CONTRACTOR shall properly secure
the work site and protect all finished or partially finished work.
11.
DISPOSAL OF WASTE. CONTRACTOR shall be responsible for disposal of all waste and debris, etc. at
a legal off-site location. ANY DISPOSAL OF WASTE PRODUCTS OR UNUSED MATERIALS SHALL
CONFORM TO APPLICABLE FEDERAL, STATE, AND LOCAL REGULATIONS. Copies of disposal
documentation shall be provided to Contract Administrator/designee upon request.
12.
WRITTEN COMPLETION REPORTS. CONTRACTOR shall submit a written completion report to
Contract Administrator/designee within 30 days of completion of work, which details work
completed. The report for pump repair shall include depth of setting, bowl size and make, tube and
shaft size and make, depth of well water level and other pertinent information. The report shall
include a daily log that accounts for all hours and materials billed to the job. CITY will not make
payment prior to receiving this report.
13. INVOICES. Invoices must be itemized; lump sum invoices will not be accepted and will be returned
for revisions.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 17 of 25
EXHIBIT B TO AGREEMENT
PRICING
ITEM
DESCRIPTION
UOM
UNIT COST
1
Plumber
Hour
$75
2
Plumber’s helper
Hour
$50
3
Backhoe
Hour
$55
4
Jack Hammer
Hour
$85
5
Concrete Cutter
Hour
$45
6
Dump Truck
Hour
$95
7
Hydro-excavator
Hour
$85
8
Slip-lining 4” Pipe
per foot
$500
9
Video Inspection
Hour
$300
Mark Up %
9
Over Time (percentage added to line 1 and
2 for hours worked on a Saturday or
Sunday)
Mark Up
Percentage
55%
10
Replacement Parts (percentage added to
replacement parts)
Mark Up
Percentage
15%
11
Subcontractor repairs (percentage added
to subcontractor costs)
Mark Up
Percentage
10%
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 18 of 25
EXHIBIT B TO AGREEMENT
PRICING CONTINUED
List and rates for other equipment that will be used to perform the proposed services.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 19 of 25
EXHIBIT C TO AGREEMENT
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
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 20 of 25
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 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.
Builders’ Risk/Installation Floater Insurance. The Contractor bears all responsibility for loss to
all equipment or Work under construction. Unless waived in writing by the City the
Contractor will purchase and maintain in force Builders’ Risk/Installation Floater insurance
on the entire Work until completed and accepted by the City. This insurance will be Special
Causes of Loss policy form, (minimally including perils of fire, flood, lightning, explosion,
windstorm and hail, smoke, aircraft and vehicles, riot and civil commotion, theft, vandalism,
malicious mischief, and collapse), completed value, replacement cost policy form equal to
the contract price and all subsequent modifications. The Contractor’s Builders’
Risk/Installation Floater insurance must be primary and not contributory.
1. Builders’ Risk/Installation Floater insurance must cover the entire Work including
reasonable compensation for architects and Contractors’ services and expenses and
other “soft costs” made necessary by an insured loss. Builders’ Risk/Installation Floater
insurance must provide coverage from the time any covered property comes under the
Contractor’s control and or responsibility, and continue without interruption during
course of construction, renovation and or installation, including any time during which
any project property or equipment is in transit, off site, or while on site for future use or
installation. Insured property must include, but not be limited to, scaffolding, false
work, and temporary buildings at the site. This insurance must also cover the cost of
removing debris, including demolition as may be legally required by operation of any
law, ordinance, regulation or code.
2. The Contractor must also purchase and maintain Boiler and Machinery insurance with
the same requirements as Builders’ Risk/Installation Floater insurance cited above if the
Work to be performed involves any exposures or insurable property normally covered
under a Boiler and Machinery insurance policy or made necessary as required by law or
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 21 of 25
testing requirements in the performance of this Contract/Agreement. The Contractor
will be responsible for any and all deductibles under these policies and the Contractor
waives all rights of recovery and subrogation against the City under the Contractor’s
Builders’ Risk/Installation Floater insurance described herein.
3. Builders’ Risk/Installation Floater Insurance must be maintained until whichever of the
following first occurs: (i) final payment has been made; or, (ii) until no person or entity,
other than the City, has an insurable interest in the property required to be covered.
a. The Builders’ Risk/Installation Floater insurance must be endorsed so that the
insurance will not be canceled or lapse because of any partial use or occupancy by
the City.
b. The Builders Risk/Installation Floater insurance must include as named insureds, the
City, the Contractor, and all tiers of subcontractors and others with an insurable
interest in the Work who will be named as additional insureds unless they are able
to provide the same level of coverage with the City and Contractor named as
additional insureds. Certificates must contain a provision that the insurance will not
be canceled or materially altered without at least 30 days advance notice to the City.
The City must also be named as a Loss Payee under the Builders’ Risk/Installation
Floater coverage.
c. The Builders Risk/Installation Floater insurance must be written using the Special
Causes of Loss policy form, replacement cost basis.
d. All rights of subrogation under the Builders Risk/Installation Floater insurance are,
by this Contract/Agreement, waived against the City, its officers, officials, agents and
employees.
e. The Contractor is responsible for payment of all deductibles under the Builders’
Risk/Installation Floater insurance policy.
Additional Policy Provisions Required.
A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by the City. If not approved, the City may require that the insurer
reduce or eliminate any deductible or self-insured retentions with respect to the City, its
officers, officials, agents, employees, and volunteers.
1. The Contractor’s insurance must contain broad form contractual liability coverage.
2. The Contractor's insurance coverage must be primary insurance with respect to the
City, its officers, officials, agents, and employees. Any insurance or self-insurance
maintained by the City, its officers, officials, agents, and employees shall be in excess of
the coverage provided by the Contractor and must not contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom claim
is made or suit is brought, except with respect to the limits of the insurer's liability.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 22 of 25
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.
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.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 23 of 25
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: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 24 of 25
EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
WORK IN CITY RIGHT-OF-WAY
Work within the City's Right-of-Way. All work performed within the City's Right-of-Way by the Contractor
and his/her subcontractors must comply with the City of Chandler requirements.
ACCESS TO SECURED FACILITIES
Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker shall not be
allowed to begin work in any City facility without: (A) The prior completion and the City's acceptance of
the required background screening; and (B) when required, the Contract Worker's receipt of a City issued
badge. A badge will be issued to a Contract Worker solely for access to the City facility(s) to which the
Contract Worker is assigned. Each Contract Worker who enters a City facility must use the badge issued
to the Contract Worker. Any and all fees associated with security badging will be assessed in compliance
with Chandler City Code §4-22.
Key Access Procedures. If the Contract Worker's services require keyed access to enter a City facility(s), a
separate key issue/return form must be completed and submitted by Contractor for each key issued.
Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the City
immediately. A new badge application or key issue form shall be completed and submitted along with
payment of the applicable fees prior to issuance of a new badge or key.
Return of Badges or Keys. All badges and keys are the property of the City and must be returned to the
City within one business day of when the Contract Worker's access to a City facility is no longer required
to furnish the services under this Agreement. Contractor shall collect a Contract Worker's badge and
key(s) upon the termination of the Contract Worker's employment; when the Contract Worker's services
are no longer required at the particular City facility(s); or upon termination, cancellation or expiration of
this Agreement.
Contractor's default under this Section shall include, but is not limited to the following: (1) Contract
Worker gains access to a City facility(s) without the proper badge or key; (2) Contract Worker uses a
badge or key of another to gain access to a City facility; (3) Contract Worker commences services under
this Agreement without the proper badge, key or Background Screening; (4) Contract Worker or
Contractor submits false information or negligently submits wrong information to the City to obtain a
badge, key or applicable Background Screening; or (5) Contractor fails to collect and timely return
Contract Worker's badge or key upon termination of Contract Worker's employment, reassignment of
Contract Worker to another City facility or upon the expiration, cancellation or termination of this
Agreement. Contractor acknowledges and agrees that the access control, badge and key requirements in
this Section are necessary to preserve and protect public health, safety and welfare. Accordingly,
Contractor agrees to properly cure any default under this Section within three business days from the
date notice of default is sent by the City. The parties agree that Contractor's failure to properly cure any
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314
Page 25 of 25
default under this Section shall constitute a breach of this Section. In addition to any other remedy
available to the City at law or in equity, Contractor shall be liable for and shall pay to the City the sum of
$1,000.00 for each breach by Contractor of this Section. The parties further agree that the sum fixed
above is reasonable and approximates the actual or anticipated loss to the City at the time and making of
this Agreement in the event that Contractor breaches this Section. Further, the parties expressly
acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the City's
actual damages in the event that Contractor breaches this Section. The parties further agree that three
breaches by Contractor of this Section arising out of any default within a consecutive period of three
months or three breaches by Contractor of this Section arising out of the same default within a period of
12 consecutive months shall constitute a material breach of this Agreement by Contractor and the City
expressly reserves all of its rights, remedies and interests under this Agreement, at law and in equity
including, but not limited to, termination of this Agreement.
DocuSign Envelope ID: 8F1F58E0-179D-43A5-86E9-D43480EF0314