4802 Agreement

City of Chandler — Study Session (2024-10-14)

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City Clerk Document No.

City Council Meeting Date: October 17, 2024

CITY OF CHANDLER SERVICES AGREEMENT
EMPLOYEE BENEFITS CONSULTING SERVICES
CITY OF CHANDLER AGREEMENT NO. 4802

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and The Segal Company (Western States), Inc., an Arizona
corporation, (Contractor), (City and Contractor may individually be referred to as Party and
collectively referred to as Parties) and made

, 2024 (Effective Date).

RECITALS

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

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

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

AGREEMENT

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

SECTION I: DEFINITIONS

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

SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
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similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.

SECTION III: PERIOD OF SERVICE

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

The term of the Agreement is one year, and begins on January 1, 2025, and ends on December 31,
2025, unless sooner terminated in accordance with the provisions of this Agreement. The City and
the Contractor may mutually agree to extend the Agreement for up to four additional terms of one
year each, or portions thereof. The City reserves the right, at its sole discretion, to extend the
Agreement for up to 60 days beyond the expiration of any extension term.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services approved and accepted by the City under this
Agreement must not exceed $120,000. Contractor must submit requests for payment for services
approved and accepted during the previous billing period and must include, as applicable, detailed
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a
list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment
plus similar narrative and listing of their work. Payment for those services negotiated as a lump sum
will be made in accordance with the percentage of the work completed during the preceding billing
period. Services negotiated as a not-to-exceed fee will be paid in accordance with the work
completed on the service during the preceding month. All requests for payment must be submitted
to the City for review and approval. The City will make payment for approved and accepted services
within 30 days of the City’s receipt of the request for payment.

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

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

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

SECTION V: GENERAL CONDITIONS

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

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

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
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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 work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.

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

5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
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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: Christina Pryor Name: Richard Ward
Title: Procurement and Supply Senior Manager Title: Senior Vice President Western Region
Director, Public Sector
Address: 175 S. Arizona Avenue, 3rd Floor Address: 1501 W. Fountainhead Pkwy, St. 370
Chandler, AZ 85225 Tempe, AZ 85282
Phone: 480-782-2403 Phone: 818-956-6714
Email: christina.pryor@chandleraz.gov Email: rward@segalco.com

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

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

5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.
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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 performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.

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

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

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

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

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

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

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

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

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
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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 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.
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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.

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.

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

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

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

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

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

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

Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Business Associate Agreement

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

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

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

Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.

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

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

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

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

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

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

Its: Mayor

Its: _________________________________________

APPROVED AS TO FORM:

By: _________________________________________

City Attorney

ATTEST:

By: _________________________________________

City Clerk

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Sr. Vice President

EXHIBIT A
SCOPE OF SERVICES

Scope of Services

The Contractor shall provide consulting services upon request. Services may include:

1. Assist in the development and management of Requests for Proposals for benefit plans.
These services may include project planning to set goals; review and redline of City prepared
draft of RFP, review RFP responses and provide summary information on each RFP; attend RFP
committee meetings as resource for technical issues; vendor negotiations; contract terms and
conditions review, assist with the development, negotiation and implementation of
performance standards and guarantees. Assist with the implementation of new plans and
vendors. May involve legal and actuarial review, including interpretation of technical payroll
deduction issues associated with insurance deductions. The City acknowledges that the
Contractor does not provide legal services or advice.

2. Make recommendations and participate in renewal negotiations for benefit plans
Make recommendations on matters such as, but not limited to, premium rates, benefit levels,
performance standards and guarantees, contractual terms and conditions as they relate to
the service benefit, quality assurance standards, utilization and performance reports,
statistical and/or financial reports and plan specific data such as medical conditions,
prescription drugs, high-cost procedures, in-patient data, etc.

3. Assist the City with implementation for any plan changes

The services may involve third party administrators and may involve actuarial and legal review.
The City acknowledges that the Contractor does not provide legal services or advice.

4. Review and make recommendations regarding existing and potential benefit plans and
programs

Services may also include modifications to existing plan design, implementation,
administration, cost (rates), and quality, adequacy, competitiveness, cost effectiveness of
employee benefit plans and programs. Advise on alternative delivery systems, financing
alternatives, employee contributions, benefits and HR Administration Systems and other areas
as appropriate. Provide financial and/or performance reviews of benefit plans. Evaluate cost
and risk implication related to plan design changes. Review of benefits program to determine
whether employer/employee premium structure is appropriately divided. Review of accrual
rates for any City benefit plan. May involve actuarial and legal review. The City acknowledges
that the Contractor does not provide legal services or advice.

5. Assist the City in modifying and editing plan documents

Including Certificates of Coverage, Plan booklets, Benefit Guides and Summaries of Benefits
and Coverage (SBCs) as needed.

6. Provide regular and timely communication of changes in law and regulation

These services include proposed changes in federal and state statutes and regulation that may
impact the City’s employee benefit plans and programs. Recommend procedures and/or
policies that the City should implement to comply with federal and state statutes and
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regulations. May involve on-site training regarding legislative updates or best practice
seminars.

7. Provide day-to-day service support

Provide services including plan interpretation, legal consultation and advice, problem
resolution support, calls, meetings, and/or written reporting on any employee benefit
insurance program. May include working with insurance companies and benefit providers to
answer questions and resolve issues on the City’s behalf.

8. Perform research and provide responses

Provide services upon request to provide responses to questions posed by the City. May
involve comparison surveys of other public employers’ benefit plans and programs, especially
Arizona, to determine competitiveness.

9. Assist in evaluating the City’s wellness initiatives

Services include identifying areas needing to be addressed based on analysis of high claim
costs and apparent risk factors.

10. Provide communications consulting as needed
Services may include the following:
•
Assist with annual and ongoing enrollment communications materials
•
Participate in open enrollment planning
•
Review and comment on internal communications
•
Provide technical and creative assistance with the on-going development and preparation
of various employee/retiree communications about existing and new insurance offerings
and wellness
•
Assist with special projects such as benefits summary, newsletters, etc.
•
Assist with the design of benefits web-site and provide content advice
•
Presentations to various employee and retiree groups and to Mayor and Council
•
Presentations to the City’s Health Care Trust Board at regularly scheduled meetings to
include reporting on enrollment, claims and utilization

12. Accept broker fees from voluntary insurance plan providers
Maintain on account for City expenditures related to administration, communication and
support for any and all benefit plans and account for the fees and expenditures on a monthly
basis.

Additional Requirements
1. The Contractor shall comply with the provisions of A.R.S. 23-908 and the privacy rule provisions
of the Health Insurance Portability and Accountability Act regarding the use and disclosure of
medical information to the extent applicable by these laws or their successor sections.
2. The Contractor shall have no interest in other projects or independent contracts that conflict
with the interests of the City. The Consultant shall immediately notify the City of any
relationship or project that represents an actual or perceived conflict of interest.
3. The Contractor shall maintain effective relationships with appropriate industry commissions.
4. The Contractor shall maintain effective relationships with appropriate industry providers,
networks and carriers.
5. The Contractor shall provide additional, closely related services upon request of the City.
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EXHIBIT B
COMPENSATION AND FEES

The Contractor shall provide services per the Scope of Work upon request in accordance with
the following fee schedule.

Consulting Services:

$325.00 per hour

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EXHIBIT C
INSURANCE
INSURANCE

General.

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

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

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

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

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

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

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

A.
Commercial General Liability-Occurrence Form. Contractor must maintain
“occurrence” form Commercial General Liability insurance with a limit of not less
than $2,000,000 for each occurrence, $4,000,000 aggregate. Said insurance must
also include coverage for products and completed operations, independent
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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.
Professional Liability. If the Agreement is the subject of any professional services or
work performed by the Contractor, or if the Contractor engages in any professional
services or work adjunct or residual to performing the work under this Agreement,
the Contractor must maintain Professional Liability insurance covering errors and
omissions arising out of the work or services performed by the Contractor, or
anyone employed by the Contractor, or anyone whose acts, mistakes, errors and
omissions the Contractor is legally liable, with a liability limit of $1,000,000 each
claim and $2,000,000 all claims. In the event the Professional Liability insurance
policy is written on a “claims made” basis, coverage must extend for three years
past completion and acceptance of the work or services, and the Contractor, or its
selected Design Professional will submit Certificates of Insurance as evidence the
required coverage is in effect. The Design Professional must annually submit
Certificates of Insurance citing that the applicable coverage is in force and contains
the required provisions for a three year period.

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
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shall be in excess of the coverage provided by the Contractor and must not
contribute to it.

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

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

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

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

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

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

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

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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
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT (“Agreement”) between The Segal Group, Inc., a
Delaware corporation, with its principal place of business at 333 West 34th Street, New York, NY
10001-2402, on behalf of itself and its operating subsidiaries and its affiliates1, (collectively,
“Segal”), and City of Chandler, with its principal place of business at 175 South Arizona Avenue,
Chandler, Arizona 85225, United States (“Client”) is made effective as of January 1, 2025 (the
“Effective Date”). Segal and Client will also be referred to herein individually as a “Party” and jointly
as the “Parties”.
WHEREAS Client is a group health plan, or a plan sponsor of one or more group health plans,
which group health plan(s) and constitutes a Covered Entity, as such term is defined in 45 CFR
§160.103;
WHEREAS Segal provides consulting services (“Services”) to Client in accordance with the
underlying services agreement (the “Services Agreement”), which requires Segal to access, use,
disclose and maintain Protected Health Information (“PHI”), as such term is defined in 45 CFR
§160.103. Accordingly, Segal is a Business Associate, as such term is defined in 45 CFR §160.103,
of the Client when it conducts Services; and
WHEREAS the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended
by the Health Information Technology for Economic and Clinical Health Act (“HITECH”) regulates
the access, use, disclosure and maintenance of PHI. Segal and Client desire to exchange and treat
PHI in compliance with HIPAA and HITECH under the Privacy, Security and Breach Notification, and
Enforcement Rules at 45 CFR Part 160 and Part 164 subparts A, C, D and E (the “HIPAA Rules”).
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein,
Client and Segal hereby agree as follows:
1.
Definitions. All capitalized terms used and not otherwise defined herein will have the
same meaning as in the HIPAA Rules.
2.
Segal’s Use and Disclosure of PHI
(a)
Segal will not use or disclose PHI other than as permitted or required by this
Agreement and agrees to use and disclose the minimum necessary PHI required.
Segal will not use or disclose PHI in a manner that would violate the Privacy Rule if
done by Client, except for the specific uses and disclosures set forth at subsections
d, e and f below.
(b)
Segal may use or disclose PHI as necessary to provide the Services.
(c)
Segal may use or disclose PHI as Required by Law.

1
This agreement governs services provided by the following legal entities: The Segal Company (Eastern
States), Inc. (EIN: 13-1835864), a New York corporation; The Segal Company (Southeast), Inc. (EIN: 13-
2619259), a Georgia corporation; The Segal Company (Midwest), Inc. (EIN: 13-1975125), an Illinois
corporation: The Segal Company (Western States), Inc. (EIN: 94-1503999), a Maryland corporation and The
Segal Company, Ltd. (EIN: 13-2776405), a Michigan corporation.
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(d)
Segal may use PHI for its proper management and administration or to carry out its
legal responsibilities.
(e)
Segal may disclose PHI for its proper management and administration or to carry
out its legal responsibilities, provided the disclosures are Required by Law, or Segal
obtains reasonable written assurances from the person to whom the information
is disclosed that the information will remain confidential and used or further
disclosed only as Required by Law or for the purposes for which it was disclosed to
the person, and the person notifies Segal of any instances of which it is aware in
which the confidentiality of the information has been violated;
(f)
Segal may use and disclose PHI for purposes of Data Aggregation relating to the
Health Care Operations of Client.
(g)
Segal may De-identify PHI in accordance with the requirements of 45 CFR
§164.514(a)-(c), and may use or disclose the information that has been de-identified.
3.
Segal’s Obligations and Activities Regarding PHI
(a)
Segal will use appropriate safeguards to prevent the use or disclosure of PHI other
than as provided for by this Agreement. Segal agrees to take reasonable steps,
including providing adequate training to its employees to ensure compliance with
this Agreement and to ensure that the actions or omissions of its employees or
agents do not cause Segal to breach the terms of this Agreement.
(b)
Segal will report to Client any use or disclosure of PHI not provided for by this
Agreement of which it becomes aware.
(c)
Segal will take reasonable measures to mitigate, to the extent practicable, any
harmful effect that is known to it of a use or disclosure of PHI by Segal or its agents
or subcontractors in violation of the requirements of this Agreement.
(d)
Segal will comply with the Security Rule with respect to Electronic Protected Health
Information (“ePHI”) and agrees to implement administrative, physical, and
technical safeguards that reasonably and appropriately protect the confidentiality,
integrity and availability of any ePHI that it creates, receives, maintains or transmits
on behalf of Client. Segal will report to Client any Security Incident of which it
becomes aware. Notwithstanding the foregoing, Client acknowledges the ongoing
existence of pings, port scans and other routine, unsuccessful attempts at accessing
and/or interfering with Segal’s information system that do not pose a threat or
hazard to the integrity of PHI and about which no further notification from Segal is
necessary.
(e)
Segal will report to Client, as soon as practicable, but no later than 30 days after
discovery, any Breach of Unsecured PHI as required at 45 CFR §164.410. Such notice
will include all required information that is available, including:
(i)
The identity of each Individual whose Unsecured PHI has been or is
reasonably believed by Segal to have been accessed, acquired, used or
disclosed during the Breach;
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(ii)
A brief description of what happened, including the date of the Breach and
the Date of Discovery if known;
(iii)
A description of the type of Unsecured PHI involved in the Breach;
(iv)
Any other available information that a Covered Entity is required to include
in Notification to Individuals under §164.404(c) including:
a.
The steps Individuals should take to protect themselves from
potential harm resulting from the Breach;
b.
A brief description of the steps Segal is taking to investigate, mitigate
harm, and protect against further breaches; and
c.
Contact information for follow-up questions.
(f)
If Segal uses Subcontractors in the provision of the Services, Segal will ensure that
Subcontractors who create, receive, maintain, or transmit PHI on its behalf agree to
equivalent restrictions, conditions, and requirements as contained herein with
respect to such information.
(g)
Segal will make available to Client PHI in a Designated Record Set as necessary to
satisfy Client’s Individual Access obligations under 45 CFR §164.524.
(h)
Segal will make any Amendment(s) to PHI in a Designated Record Set as directed or
agreed to by the Client pursuant to 45 CFR §164.526, or take other reasonable
measures as necessary to satisfy Client’s obligations under 45 CFR §164.526.
(i)
Segal will maintain and make available to Client the information required to provide
an Accounting of Disclosures, as necessary to satisfy Client’s obligations under 45
CFR §164.528. In the event that an Individual makes a request for an Accounting
directly to Segal, Segal will forward such request to Client within ten (10) business
days.
(j)
Segal will only carry out Client’s obligations under the Privacy Rule as mutually
agreed to by the Parties. In such instances, Segal will comply with the Privacy Rule
requirements that apply to Client in the performance of such obligations.
(k)
Subject to any applicable legal privileges or confidentiality agreements, Segal will,
upon reasonable notice and during normal business hours, make its internal
practices, books, and records available to the Secretary for purposes of determining
compliance with the HIPAA Rules by Segal and/or Client.
4.
Client’s Obligations and Activities
(a)
Client will notify Segal of any limitation(s) in its Notice of Privacy Practices under 45
CFR §164.520, to the extent that such limitation may affect Segal’s use or disclosure
of PHI.
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(b)
Client will notify Segal of any changes in, restrictions or revocation of, the
permission by an Individual to use or disclose his or her PHI, to the extent that such
changes may affect Segal’s use or disclosure of PHI.
(c)
Client will notify Segal of any restriction on the use or disclosure of PHI that it has
agreed to or is required to abide by under 45 CFR §164.522, to the extent that such
restriction may affect Segal’s use or disclosure of PHI.
(d)
Client will not request that Segal use or disclose PHI in any manner that would not
be permissible under the Privacy Rule if done by Client, except to the extent that
such use or disclosure is for the purposes set forth in Sections 2(d), (e), (f) and (g)
of this Agreement.
5.
Term and Termination
(a)
The Term of this Agreement will be effective as of the Effective Date and will run
concurrently with the Services Agreement, unless this Agreement is terminated
earlier due to the violation of a material term as provided for in Section 5(b) below.
(b)
Either Party may terminate this Agreement if the other violates a material term of
the Agreement, provided that the non-breaching Party provides the breaching Party
with no less than 30 days’ notice in which to cure such violation prior to termination
becoming effective. However, if the non-breaching Party reasonably and in good
faith determines that the violation is not curable, it may terminate this Agreement
immediately upon written notice to the breaching Party. Client may report the
problem to the Secretary if termination is not feasible.
(c)
Upon termination of this Agreement, the Services Agreement also will terminate to
the extent that it requires Segal to access, use, disclose and/or maintain PHI in order
to provide the Services.
(d)
Upon termination of this Agreement for any reason, Segal will, to the extent feasible,
return or destroy the PHI, which Segal still maintains in any form. If return or
destruction of the PHI is not feasible, in Segal’s reasonable judgment, Segal will
extend the protections of this Agreement to such information for as long as it
retains such information and will limit further uses and disclosures to those
purposes that make the return or destruction of the information not feasible. The
Parties understand that this 5(d) will survive any termination of this Agreement.
(e)
Client understands that Segal’s need to maintain portions of the PHI for archival
purposes related to memorializing the Services, and to comply with applicable
regulations and its then-existing document retention and business continuity
programs. Segal will not use or disclose the PHI so retained other than as described
in this Section 5(e) and will maintain such PHI in accordance with its obligations
under this Agreement until all such PHI is destroyed in accordance with Segal’s
document retention policy. The Parties understand that this 5(e) will survive any
termination of this Agreement.
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6.
Notices. Any notices or other communications under this Agreement will be in writing and
will be given to the Parties by hand, by electronic mail, nationally recognized overnight
courier service or by express, registered or certified mail, postage prepaid, return receipt
requested, at the addresses set forth below:
If to Client, to:
If to Segal, to:
City of Chandler
The Segal Group
175 South Arizona Avenue
Chandler, Arizona 85225
United States
333 West 34th Street
New York, NY 10001
United States
Attention: Fernanda Acurio
Attention: Privacy Official
c/o General Counsel
fernanda.acurio@chandleraz.gov
Contract_Notice@segalco.com
Copy to:
Rachel Calisi
rcalisi@segalco.com
7.
General
(a)
Regulatory References. A reference in this Agreement to a section in the HIPAA Rules
means the section as in effect or as amended.
(b)
Interpretation; Entire Agreement; Any ambiguity in this Agreement will be interpreted
to permit compliance with the HIPAA Rules. This Agreement constitutes the entire
agreement between the Parties regarding the exchange of PHI. In the event of any
inconsistency or conflict between this Agreement, and the Services Agreement or
any other written agreement between the Parties, the terms, provisions and
conditions of this Agreement will control and govern with respect to PHI.
(c)
Modification of Agreement. The Parties agree to take such action as is necessary to
modify or amend this Agreement from time to time as is necessary for compliance
with the requirements of the HIPAA Rules, HITECH and any other applicable law.
The Parties agree to negotiate in good faith to modify this BA Agreement as
reasonably necessary to comply with new regulations and requirements as they
become effective but, in the event the Parties are unable to reach agreement in
such a modification, either Party will have the right to terminate this BA Agreement
upon 30 days’ prior written notice to the other party.
(d)
Severability; Waiver. If any provision of this Agreement is found to be illegal or
otherwise unenforceable, that provision will be severed and the remainder of this
Agreement will remain in full force and effect. No consent to or waiver of any default
hereunder will be effective unless in writing and no such consent or waiver will be
construed as a consent to or waiver of any default in the future or of any other
default hereunder.
(e)
No Third Party Beneficiaries. This Agreement is made and entered into solely for the
benefit and protection of the Parties hereto, their successors and permitted assigns,
Docusign Envelope ID: 914BFF8E-2F16-499B-81EA-DF1F48C6D83F

and does not confer any rights or privileges upon any third parties, including any
participant or beneficiary of Client.
(f)
Informal Resolution. If any controversy, dispute, or claim arises between the Parties
with respect to this Agreement, the Parties will make good faith efforts to resolve
such matters informally.
Docusign Envelope ID: 914BFF8E-2F16-499B-81EA-DF1F48C6D83F