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City Clerk Document No.  
 
 
 
 
City Council Meeting Date: September 12, 2024  
 
 
CITY OF CHANDLER SERVICES AGREEMENT 
SUPPLY AND INSTALL OF TREES 
CITY OF CHANDLER AGREEMENT NO. CS4-958-4774 
 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona 
municipal corporation (City), and Artistic Land Management, Inc., an Arizona 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 June 20, 2024, the City issued a solicitation for the supply and install of trees. Under the 
solicitation, the City proposes to enter into four related agreements to supply and install trees in various 
amounts for the prices set forth in each supply and install of trees agreement. Although the amount and 
type of supply and installation of trees purchased by the City may vary, the total sum for all four supply 
and install of trees agreements must not exceed $767,000.  
 
B. City proposes to purchase services to supply and install trees 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 
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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 three years, and begins on September 13, 2024, and ends on September 12, 
2027 unless sooner terminated in accordance with the provisions of this Agreement. The City and the 
Contractor may mutually agree to extend the Agreement through June 30, 2028. 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 a 
ceiling cap of $350,000 which the Contractor exceeds at its own risk. In addition, the Contractor’s unit prices 
and amounts may not exceed the amounts listed and 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 associated costs, and any subcontractor’s or supplier’s actual 
requests for payment plus similar narrative, listing of their work and cost details. Goods or services 
negotiated as a not-to-exceed fee and/or unit price 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. 
 
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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 
Parties. It is distinctly understood and agreed that no claim for extra work done or materials furnished by 
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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 owners, 
officers, directors, agents, employees, or subcontractors in connection with this Agreement. This 
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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:  Jose Hernandez 
Title:  Procurement Officer 
Title:  President 
Address:  175 S. Arizona Ave.  
Address:  P.O. Box 2320 
Chandler, AZ 85225 
Chandler, AZ 85244 
Phone:  480-782-2400 
Phone:  480-821-4966 
Email:  raquel.mcmahon@chandleraz.gov 
Email:  jose@alminc.net 
 
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 
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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 
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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. Contractor must also adhere to the 
federal requirements detailed in Exhibit E to this Agreement. 
 
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 
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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 the Contractor or its 
subcontractors are required or requested to disclose data to a third party, or any other information to 
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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. 
 
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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.  
 
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  
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Exhibit E – Special Terms and Conditions 
Exhibit F – Tree Planting and Staking 
Exhibit G – Remote Control Electric Valve Drip 
Exhibit H – Emitter Bubbler Schedule 
Exhibit I – Emitter Access Box and Emitter Layout 
 
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. 
  
5.44 Liens.  The Contractor warrants that the materials supplied under this Agreement are free of liens and 
will remain free of liens. 
 
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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. 
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. 
 
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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. 
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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 
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EXHIBIT A TO AGREEMENT 
SCOPE OF WORK 
 
SCOPE OF SERVICES 
 
Contractor will provide all labor, equipment, and materials to support tree planting and irrigation 
installation projects. As projects are identified, the city and the contractor will mutually agree on the scope, 
timeline, and fees. Projects will include, at a minimum: 
1. Coordinating with the city and the site 
2. Locate all utilities before planting by contacting Arizona 811 
3. Selecting trees from a nursery and supplying trees to the site 
4. Planting of trees or preparing planting holes for public involvement 
5. Installing irrigation to adequately water trees 
6. Provide staking, mulch, and any necessary tree care post-planting 
7. Minimum of one (1) year warranty for all trees and irrigation 
 
Minimum Requirements  
 
The city has the right to select a species best suited to the planting location(s). When purchasing new trees, 
the Contractor shall notify the city and accommodate the schedule to allow hand selection of nursery stock.  
If the city waives their right to hand select nursery stock, the Contractor shall select trees of the specified 
species that meet AZNA standards and that are free of girdling roots, co-dominate trunks, unusual bends 
in the trunk, and the trunk flare must be visible. Contractor to provide ISA Certified Arborist to provide 
quality control of planting. The city may require a planting demonstration with the Contractor to ensure 
trees are properly installed.  Utility location services (Arizona 811) shall be performed before any planting 
operations. Avoid conflicts with underground irrigation systems that were not located by the utility location 
services. 
 
The Contractor will: 
1. Perform all services in accordance with all applicable Federal, State, Local, ANSI and OSHA laws, ISA best 
management practices, rules and regulations and all other applicable regulations. 
2. Hold a valid Hardscaping and Irrigation Systems CR-21 category license or approved equal as issued by 
the State of Arizona Registrar of Contractors or approved equal.  
3. Provide an International Society of Arboriculture (ISA) Arborist to oversee the process of selecting trees 
from the nursery to proper planting of trees on the job site. 
4. Have the ability to create landscape designs or plan sets in order to detail where irrigation and trees 
are installed. 
5. Perform a pre-job walkthrough to discuss the scope of the project at each site to determine irrigation 
needs, tree planting locations, and review any unique characteristics of the site.  A walk through will be 
performed at the end of one project site and a punch list of deficient items will be created that the 
Contractor must complete prior to payment. 
6. Be responsible for obtaining and maintaining any necessary licenses and permits required in 
connection with the completion of the required services. 
7. Provide the labor, equipment, and materials necessary to perform all requirements of projects. 
8. Provide appropriately trained and licensed personnel to perform services. 
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9. Have the ability to purchase trees from multiple local tree nurseries that hold a substantial inventory 
of the category of plants regularly stocked.   
10. Supply trees in full compliance with all U.S. Department of Agriculture and State of Arizona regulations, 
as applicable to the transporting of plants into the State of Arizona. 
11. Supply trees that are disease-free and free of any harmful pests. 
12. Supply trees that are container grown or from field grown stock that follow Arizona Nursery Association 
standards. 
13. Plant trees according to ANSI A300 Tree Care Standards and City of Chandler Landscaping Details (see 
Exhibit F) 
14. Install irrigation to City of Chandler specifications (see Exhibits G-I) and Maricopa Association of 
Government Section 440 “Landscape Irrigation”.  Irrigation installation may include, but not limited to, 
from the backflow device down to emitters such as main lines, valves, lateral lines, multiport, bubblers, 
and drip tubes.  All materials must be approved by the city to ensure preferred make and models are 
used. 
15. Adhere to the City of Chandler Traffic Management control plans and Manual on Uniform Traffic 
Control Devices for work along any right of ways and complete the required Road Restrictions and 
Closures Permit. The Contractor is responsible for furnishing all required temporary traffic control 
devices (i.e. signs, barricades, cones, etc.) for any planned restrictions to facilitate the work under this 
agreement. All costs for temporary traffic control used for any work under this agreement shall be 
included in the bid price.  
16. Warranty all tree and irrigation components for a minimum of one (1) year from the date of acceptance.  
Trees will be replaced during the months of October – April at no cost to the city. 
17. Adhere to all stipulations of the USDA Forest Service Urban and Community Forestry Inflation Reduction 
Act as a contractor under this grant funding.  Items may include itemized invoices, detailed reports, 
timely submission of invoices, and meeting other needs from the city to keep in compliance with federal 
regulations.  The term of the grant agreement commences on June 30, 2028.  All final invoices and 
reports shall be submitted to the City no later than May 31, 2028 for final payments. 
18. QUALITY CONTROL. CONTRACTOR shall establish a complete quality control program to assure the 
requirements of the contract are provided as specified.  One copy of the CONTRACTOR's quality control 
program shall be provided to the Contract Administrator/designee and the Purchasing Division for 
approval at the time of award. The Contract Administrator/designee will approve or disapprove the 
CONTRACTOR's program within 10 working days of submittal. CONTRACTOR must have an approved 
program before commencing work under this Agreement. The program shall include but not be limited 
to the following: 
 
1. Weekly Schedule of Performance 
 
2. Daily Work Schedule:  This report will provide such information so as to ensure compliance of quality 
control standards. The Contract Administrator/designee will provide the preferred format that 
CONTRACTOR should use. CONTRACTOR shall submit the Daily Work Schedule on a weekly basis. Any 
vandalism shall be reported to the Contract Administrator/designee within two (2) hours after it is 
discovered and a vandalism report form submitted. 
 
 
3. CONTRACTOR will be required to provide a schedule for weekly maintenance of all areas to the 
Contract Administrator/designee the Friday before the scheduled work week, specifying when each 
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area will be maintained and no changes to the schedule shall be made without prior approval of the 
Contract Administrator/designee. 
 
19. QUALITY ASSURANCE. The Contract Administrator/designee will monitor CONTRACTOR's performance by 
random inspection of CITY landscaped areas to ensure CONTRACTOR compliance with the 
requirements of the contract. In the event a deficiency exists, CONTRACTOR will be required to explain 
in writing why performance was unacceptable, how performance will be returned to acceptable levels, 
and how reoccurrence of the problem will be prevented in the future. The CONTRACTOR will not be 
paid for services not rendered in accordance with the standards set forth in this contract, 
notwithstanding that the CONTRACTOR is required to rework services that were unsatisfactorily 
performed. 
20. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES. The Contractor is aware that a 
significant portion of the projects will occur in parks and residential areas. The Contractor shall exercise 
due care to minimize any damages to fences, trees, shrubs, landscaping, citizens, and general property. 
All fines, penalties, and/or repair charges resulting from the Contractor's actions shall be the sole 
responsibility of the Contractor at no cost to the City. The Contractor shall notify the Contract 
Administrator/designee of any damages immediately. The Contractor shall not permit the placing or 
use of equipment in such a manner as to block vehicle traffic lanes, sidewalks or create safety hazards. 
The Contractor shall be responsible for all appropriate warning devices. 
21. LIQUIDATED DAMAGES / PERFORMANCE GUARANTEES: The CITY expects that the landscape, turf, 
and hardscape areas where work was performed by the Contractor be restored back to its natural state. If 
tasks are omitted or not completed to the satisfaction of the Contract Administrator/designee, public safety, 
as well as the appearance of the City parks, School properties, and other site areas, are compromised. Once 
the issue has been corrected by the Contractor, an email and a picture must be sent to the Contract 
Administrator/designee.  
 
The Contractor and the City agree upon the following schedule of liquidated damages to be deducted 
from any monies due or to become due to the Contractor under this Agreement. These sums are fixed 
and agreed upon, not as a penalty, but because the parties mutually agree that the actual loss to the City 
and to the public caused by the omission of work or substandard performance is impractical and 
extremely difficult to ascertain. 
 
SITUATION  
DEDUCT AMOUNT  
Failure to correct deficiencies within the allowed time  
$50 per site per day  
Failure to start “extra work” within the allowed time or 
on the day agreed or withdrawing from the job prior to 
completion without authorization from CITY.  
$50 per site per day  
Failure to start and satisfactorily complete routine work 
within the scheduling requirements  
$25 per site per day  
Failure to submit schedules and /or work plans. 
$25 per site per day  
Failure to submit itemized invoices and required reports 
within 30 days of completion of work 
$25 per site per day 
Failure to wear a uniform bearing CONTRACTOR’s name 
and/or bear individual photo ID 
$25 per occurrence 
 
 
 
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22. PERSONNEL AND EQUIPMENT 
 
The Contractor will: 
1. Establish one primary point of contact for the city’s projects. 
2. Provide a field supervisor accessible to the city for each project. 
3. Provide its staff with uniforms bearing the Contractor's name to be worn while working on city projects. 
4. Provide and maintain equipment sufficient in number, condition and capacity to efficiently perform the 
work. 
5. Maintain equipment in good repair and appearance. 
6. Clearly identify vehicles with the name of the company. 
7. Provide an ISA certified arborist to oversee the selection of trees to meet ANA standards and follow ISA 
BMPs for planting trees. 
 
23. HOLIDAYS: The following is a list of holidays on which service will not be performed:  
 
1. New Year's Eve Night 
2. New Year's Day – January 1 
3. Martin Luther King Day – Third Monday in January 
4. President's Day – Third Monday in February 
5. Memorial Day – Last Monday in May 
6. Juneteenth – June 19 
7. Independence Day – July 4 
8. Labor Day – First Monday in September 
9. Veteran's Day – November 11 
10. Thanksgiving Holiday – Fourth Thursday and the following Friday in November 
11. Christmas Eve from 12:00 Noon – December 24 
12. Christmas Day – December 25 
 
When a holiday named herein falls on Sunday, it shall be observed on the following Monday, and when a 
holiday named herein falls on Saturday, it shall be observed on the preceding Friday.  
 
During the week of a holiday, the Contractor shall adjust their weekly schedule to return to the normal 
weekly schedule the following week. This information is for reference only as a reminder that the work still 
needs to be completed during the holiday week. The Contractor may work on City holidays at his or her 
own discretion with the approval of the Contract Administrator/designee. 
 
 
 
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EXHIBIT B TO AGREEMENT 
PRICING 
 
 
 
 
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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 
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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 
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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. 
 
4.  Coverage provided by the Contractor must not be limited to the liability assumed under 
the indemnification provisions of this Agreement. 
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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. 
 
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. 
 
 
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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 default under this Section shall constitute a breach of 
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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. 
 
1. Contractor and Subcontractor Worker Background Screening. Contractor agrees that all 
contract workers and subcontractors (collectively "Contract Worker(s)") that Contractor furnishes 
to City under this Agreement will be subject to background and security checks and screening as 
set forth in this Section (collectively "Background Screening") at Contractor’s sole cost and expense. 
As part of the Background Screening, Contractor must provide to a person designated by the City 
the name(s), address(es), and phone number(s) of all Contract Workers who will provide any 
services under this Agreement. All Contract Workers must comply with these Background 
Screening requirements. All Contract Workers must be able to provide proof of the legal right to 
work in the United States. The Background Screening provided by Contractor must comply with all 
applicable laws, rules, and regulations. Contractor further agrees that the Background Screening 
required in this Section is necessary to preserve and protect public health, safety, and welfare. The 
Background Screening requirements set forth in this Section are the minimum requirements for 
this Agreement. City in no way warrants that these minimum requirements are sufficient to protect 
Contractor from any liabilities that may arise out of Contractor’s services under this Agreement or 
Contractor’s failure to comply with this Section. Therefore, in addition to the specific measures set 
forth below, Contractor and its Contract Workers must take such other reasonable, prudent, and 
necessary measures to further preserve and protect public health, safety, and welfare when 
providing services under this Agreement. 
 
2. Background Screening Requirements and Criteria. Before offering or scheduling any services 
under this Agreement, Contractor agrees that all Contract Workers, including the Contractor, if the 
Contractor is an individual or sole proprietorship, must have successfully passed a Background 
Screening in accordance with this Section. Contractor warrants that no person will be permitted 
to substitute for a Contract Worker who has satisfied the Background Screening requirements until 
the proposed substitute has also satisfied the Background Screening requirements in this Section. 
For review and approval, Contractor must submit to a person designated by the City proof of a 
completed Background Screening for each Contract Worker over the age of 18 performing services 
under this Agreement no fewer than two (2) weeks before the proposed start date of such Contract 
Worker’s services. The Background Screening must have been completed within the 12-month 
period preceding the Contract Worker’s start date under this Agreement and must include the 
results of a national criminal databased check with source verification, and a sex offender 
database search.  
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3. Additional City Rights Regarding Security Inquiries. In addition to the foregoing, City reserves 
the rights but not the obligations to: (1) have a Contract Worker be required to provide fingerprints 
and execute such other documentation as may be necessary to obtain criminal justice information 
pursuant to A.R.S. § 41-1750(G)(4); (2) act on newly acquired information whether or not such 
information should have been previously discovered; (3) unilaterally change its standards and 
criteria relative to the acceptability of Contract Workers; and (4) object, at any time and for any 
reason, to a Contract Worker performing work (including supervision and oversight) under this 
Agreement. 
 
4. Contractor Certification. By executing this Agreement, Contractor certifies that Contractor has 
read and understands the Background Screening requirements and criteria in this Section and will 
fully comply with such requirements. Contractor further certifies that any Background Screening 
information to be furnished to City related to Contractor or its Contract Workers will be complete, 
current, and accurate. A Contract Worker rejected for work under this Agreement will not be 
proposed to perform work under other City contracts or engagements without City's prior written 
approval. 
 
5. Terms of This Section Applicable to all of Contractor’s Contracts and Subcontracts. 
Contractor must include the terms of this Section for Contract Worker Background Screening in all 
contracts and subcontracts for services furnished under this Agreement including, but not limited 
to, supervision and oversight services. 
 
6. Materiality of Background Screening Requirements: Indemnity. The Background Screening 
requirements of this Section are material to City's entry into this Agreement and any breach of this 
Section by Contractor will be deemed a material breach of this Agreement. In addition to the 
indemnity provisions set forth in this Agreement, Contractor must defend, indemnify, and hold 
harmless City for any and all Claims arising out of this Background Screening Section including, 
but not limited to, the disqualification of a Contract Worker by Contractor or City for failure to 
satisfy this Section. 
 
7. Continuing Duty, Audit. Contractor’s obligations and requirements that Contract Workers satisfy 
this Background Screening Section will continue throughout the entire term of this Agreement. 
Contractor must notify City immediately of any change to a Background Screening of a Contract 
Worker previously accepted by City. Contractor must maintain all records and documents related 
to all Background Screenings and City reserves the right to audit Contractor’s compliance with this 
Section under the terms of this Agreement. 
 
 
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EXHIBIT E 
SPECIAL TERMS AND CONDITIONS 
 
BYRD ANTI-LOBBYING CERTIFICATION (31 U.S.C. 1352): 
In all contracts in excess of $100,000 the Contractor hereby certifies, to the best of his or her knowledge 
and belief, that: 
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any 
person for influencing or attempting to influence an officer or employee of any agency, a Member of 
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection 
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal 
loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, 
amendment, or modification of and Federal contract, grant, loan, or cooperative agreement. 
b. Each Contractor tier must certify to the tier above that it will not and has not used Federal appropriated 
funds to pay any person or organization or influencing or attempting to influence an officer or 
employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a 
member of Congress in connection with obtaining any Federal contract, grant or any other award 
covered by 31 U.S.C. 1352.  
c. If any funds other than Federal appropriated funds have been paid or will be paid to any person for 
influencing or attempting to influence an officer or employee of any agency, a Member of Congress in 
connection with this Federal contract, grant, loan, or cooperative agreement, the Contractor must 
complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its 
instructions.  Such disclosures are forwarded from tier to tier up to the non-Federal award. 
 
CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT. 
Applicable to all contracts in excess of $150,000.  The Contractor will comply with all applicable standards, 
orders or regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q) and the Federal Water 
Pollution Control Act, as amended (33 USC 1251-1387).  Violations must be reported to the City, the U.S. 
Department of Housing and Urban Development, and the San Francisco Regional Office of the 
Environmental Protection Agency (EPA).  
 
CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR 
SURPLUS AREA FIRMS.  
a.  The non-Federal entity must take all necessary affirmative steps to assure that minority businesses, 
women's business enterprises, and labor surplus area firms are used when possible.  
b.  Affirmative steps must include:  
1.  Placing qualified small and minority businesses and women's business enterprises on solicitation 
lists;  
2.  Assuring that small and minority businesses, and women's business enterprises are solicited 
whenever they are potential sources;  
3.  Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit 
maximum participation by small and minority businesses, and women's business enterprises;  
4.  Establishing delivery schedules, where the requirement permits, which encourage participation by 
small and minority businesses, and women's business enterprises;  
5.  Using the services and assistance, as appropriate, of such organizations as the Small Business 
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Administration and the Minority Business Development Agency of the Department of Commerce; 
and  
6.  Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in 
paragraphs (b)(1) through (5) of this section. 
 
CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. 3701-3708). 
The Contractor will comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor 
regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor is required to compute the 
wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of 
the standard work week is permissible provided that the worker is compensated at a rate of not less than 
one and a half times the basic pay rate for all hours worked in excess of 40 hours in the work week. The 
provisions of 40 U.S.C. 3704 are applicable to construction and provide that no laborer or mechanic must 
be required to work in surroundings or under working conditions which are unsanitary, hazardous or 
dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily 
available on the open market, or contracts for transportation or transmission of intelligence. 
 
FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) 
The Contractor will comply with the requirements of 2 CFR part 25 Universal Identifier and System for 
Award Management (SAM).  The Contractor must have an active registration and Unique Entity Identifier 
in SAM in accordance with 2 CFR part 25, including appendix A.  The Contractor will also comply with the 
provisions of FFATA which includes requirements on executive compensation, and 2 CFR part 170 
Reporting Subaward and Executive Compensation Information. 
 
DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). 
A contract award must not be made to parties listed on the government wide Excluded Parties List System 
(EPLS) in SAM, in accordance with OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 
CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.”  
The EPLS in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, 
as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 
12549. 
 
The City may, by written notice to the Contractor, immediately terminate this Contract if the City 
determines that the Contractor has been debarred, suspended or otherwise lawfully prohibited from 
participating in any public procurement activity, including but not limited to, being disapproved as a 
subcontractor of any public procurement unit or other governmental body. If the Contractor becomes 
suspended or debarred, the Contractor must immediately notify the City. Contractors must not make any 
award or permit any award (sub-recipient or vendor) at any tier to any party which is debarred or 
suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs 
under Executive Order 12549. 
 
The Contractor certifies to the best of its knowledge and belief, that is and its sub-contractors: 
a.  Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily 
excluded by any Federal department or agency; 
b.   Have not within a three-year period preceding this proposal been convicted of or had a civil judgment 
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rendered against them for commission of fraud or a criminal offense in connection with obtaining, 
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a 
public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, 
theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving 
stolen property; 
c.  Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity 
(Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this 
certification; and 
d.  Have not within a three-year period preceding this application/proposal had one or more public 
transactions (Federal, State or local) terminated for cause or default. 
 
PREFERENCE FOR DOMESTIC PROCUREMENT. 
Pursuant to 2 C.F.R. 200.322, to the greatest extent practicable, Contractor will purchase, acquire, or use 
goods, products or materials produced in the United States (including but not limited to iron, aluminum, 
steel, cement and other manufactured products).   
 
PROCUREMENT OF RECOVERED MATERIALS. 
a.  In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource 
Conservation and Recovery Act, the Contractor must procure items designated in guidelines of the 
Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of 
recovered materials practicable, consistent with maintaining a satisfactory level of competition. The 
Contractor must procure items designated in the EPA guidelines that contain the highest percentage of 
recovered materials practicable unless the Contractor determines that such items: (1) are not 
reasonably available in a reasonable time period; (2) fail to meet reasonable performance standards, 
which will be determined the basis of the guidelines of the National Institute of Standards and 
Technology, if applicable to the item, or (3) are only available at an unreasonable price. 
b.  Paragraph (a) of this clause will apply to items purchased under this contract where: (1) the Contractor 
purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal 
year, the Contractor: (i) purchased any amount of the items for use under a contract that was funded 
with Federal appropriations and was with a Federal agency or a State agency or agency of a political 
subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and 
outside that contract. 
 
PROHIBITION ON CERTAIN TELECOMMUNICATIONS EQUIPMENT. 
Contractor is prohibited from obligating or expending funds to (i) procure or obtain; (ii) extend or renew a 
contract to procure or obtain; or (iii) enter into a contract to procure or obtain equipment, services or 
systems that use covered telecommunications equipment or services as a substantial or essential 
component of any system, or as critical technology as part of any system.  Covered telecommunications 
equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE 
Corporation (or any subsidiary or affiliate of such entities) and such other entities described in 2 C.F.R. 
200.216. 
 
TERMINATION for Default and for CONVENIENCE:  
 
(a) The City may terminate this contract in whole, or from time to time in part, for the City’s 
convenience or the failure of the Contractor to fulfill the contract obligations (default). The City will 
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terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and 
effective date of the termination. Upon receipt of the notice, the Contractor must: (1) immediately 
discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the City all 
information, reports, papers, and other materials accumulated or generated in performing the contract, 
whether completed or in process. 
 
(b) If the termination is for the convenience of the City, the City will be liable only for payment for 
services rendered before the effective date of the termination. 
 
(c) If the termination is due to the failure of the Contractor to fulfill its obligations under the contract 
(default), the City may (1) require Contractor to deliver to it, in the manner and to the extent directed by 
the City, any work described in the Notice of Termination; (2) take over the work and prosecute the same 
to completion by contract of otherwise, and the Contractor will be liable for any additional cost incurred 
by the City; and (3) withhold any payments to the Contractor, for the purpose of set-off or partial payment, 
as the case may be, of amounts owned by the City by the Contractor. In the event of termination for 
cause/default, the City will be liable to the Contractor for reasonable costs incurred by the Contractor 
before the effective date of the termination. Any dispute will be decided by the Contracting Officer. 
 
COMPLIANCE WITH LAWS. 
The Contractor shall comply with applicable requirements of all other federal laws, executive orders, 
regulations, and public policies governing federally assisted contract including, but not limited to: 
(a) National Environmental Policy Act of 1969, as amended, 42 U.S.C. § 4321 et seq.; 
(b) Civil Actions for False Claims Act, 31 U.S.C. § 3730; 
(c) False Claims Act, 31 U.S.C. § 3729, 18 U.S.C. §§ 287 and 1001; 
(d) Program Fraud and Civil Remedies Act, 31 U.S.C. § 3801 et seq.; 
(e) Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d et seq.; 
(f) Title VIII of the Civil Rights Act of 1968, 42 U.S.C. § 3601 et seq.; 
(g) Section 504 of the Rehabilitation Act of 1973, as amended, 42 U.S.C. § 794; and. 
(h) Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq. 
 
PROHIBITION ON HUMAN TRAFFICKING.  
The Contractor shall comply with Section 106 of the Victims of Trafficking and Violence Protection Act of 
2000 and shall not: 
a. engage in severe forms of trafficking in persons; 
b. procure a commercial sex act; or 
c. use forced labor in the performance of the Contract. 
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF 
WHISTLEBLOWER RIGHTS (NOV 2023): 
a. 
 This contract and employees working on this contract will be subject to the whistleblower 
rights and remedies in the pilot program on Contractor employee whistleblower protections 
established at 41 U.S.C. 4712 and FAR 3.900 through 3.905. 
b. 
 The Contractor must inform its employees in writing, in the predominant language of the 
workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in 
section FAR 3.900 through 3.905.  
c. 
 The Contractor will insert the substance of this clause, including this paragraph (c), in all 
subcontracts over the simplified acquisition threshold 
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Exhibit F 
 
 
 
 
 
 
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Exhibit G 
 
 
 
 
 
 
 
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Exhibit H 
 
 
 
 
 
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Exhibit I 
 
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