Midwest Agreement

City of Chandler — Regular Meeting (2024-12-12)

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City Clerk Document No.   
City Council Meeting Date: December 12, 2024 
CITY OF CHANDLER SERVICES AGREEMENT 
LIBRARY MATERIALS & RELATED SERVICES 
CITY OF CHANDLER AGREEMENT NO. CS5-525-4843 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona 
municipal corporation (City), and Midwest Tape, LLC., a limited liability company (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 September 3, 2024, the City issued a solicitation for library materials and related services.
Under the solicitation, the City proposes to enter into three related agreements for library materials and
Related services in various amounts for the prices set forth in each library materials and related services
agreement. Although the amount and type of library materials and related services purchased by the City
may vary, the total sum for all three library materials and related services agreements must not exceed
$1,500,000.
B. City proposes to purchase library materials and related services from Contractor as more fully described
in Exhibit A, which is attached to and made a part of this Agreement by this reference.
C. Contractor is ready, willing, and able to provide the goods or services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part of this
Agreement by this reference.
D. City desires to contract with the Contractor to provide these goods or services under the terms and
conditions set forth in this Agreement.
AGREEMENT 
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this 
Agreement, City and Contractor agree as follows: 
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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 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 two years, and begins on November 4, 2024 and ends on November 3, 2026 
unless sooner terminated in accordance with the provisions of this Agreement. The City and the Contractor 
may mutually agree to extend the Agreement for up to two additional terms of two years each, or portions 
thereof. The City reserves the right, at its sole discretion, to extend the Agreement for up to 60 days beyond 
the expiration of any extension term.   
 
SECTION lV: PAYMENT OF COMPENSATION AND FEES 
 
4.1 Unless amended in writing by the Parties, Contractor's compensation and fees must not exceed the 
unit prices and amounts as more fully described in Exhibit B for performance approved and accepted by 
the City under this Agreement. Contractor must submit requests for payment for goods or services 
approved and accepted during the previous billing period and must include, as applicable, detailed invoices 
and receipts, a narrative description of the tasks accomplished during the billing period, a list of any 
deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment plus similar 
narrative and listing of their work. Payment for those goods or services negotiated as a lump sum will be 
made in accordance with the percentage of the goods furnished or services completed during the 
preceding billing period. Goods or services negotiated as a not-to-exceed fee will be paid in accordance 
with the goods furnished or services completed during the preceding month. All requests for payment 
must be submitted to the City for review and approval. The City will make payment for approved and 
accepted goods or services within 30 days of the City’s receipt of the request for payment.  
 
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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 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. 
 
 
 
 
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5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a substantial 
change in this Agreement, thereby materially increasing or decreasing the scope of work, cost of goods, 
cost of performance, or Project schedule, the goods or services will be performed as directed by the City. 
However, before any modified work is started, a written amendment must be approved and executed by 
the City and the Contractor. Such amendment must not be effective until approved by the City. Additions 
to, modifications, or deletions from this Agreement as provided herein may be made, and the 
compensation to be paid to the Contractor may accordingly be adjusted by mutual agreement of the 
Parties. It is distinctly understood and agreed that no claim for extra work done or materials furnished by 
the Contractor will be allowed by the City except as provided herein, nor must the Contractor do any work 
or furnish any materials not covered by this Agreement unless such work is first authorized in writing. Any 
such work or materials furnished by the Contractor without prior written authorization will be at 
Contractor's own risk, cost, and expense, and Contractor hereby agrees that without written 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 
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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 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: 
 
 
 
 
 
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For the City 
For the Contractor 
Name:      Saranna Davidson 
Name:   
Title:         Procurement Officer 
Title:   
Address:  175 S. Arizona Ave., 3rd Floor 
Address:   
                  Chandler, AZ  85225 
                   
Phone:     480 782-2406 
Phone:       
Email:       saranna.davidson@chandleraz.gov 
Email:   
 
5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors, assigns, and 
legal representatives to the other party to this Agreement and to the partners, successors, assigns, 
and legal representatives of such other party in respect to all covenants of this Agreement. Neither 
the City nor the Contractor may assign, sublet, or transfer its interest in this Agreement without the 
written consent of the other party. In no event may any contractual relation be created between any 
third party and the City. 
 
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties required 
not disposed of by agreement between the Contractor and the City, the final determination at the 
administrative level will be made by the City Purchasing and Materials Manager. 
 
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for the 
completeness and accuracy of Contractor's services, data, and other work prepared or compiled 
under Contractor's obligation under this Agreement and must correct, at Contractor's expense, all 
willful or negligent errors, omissions, or  acts that may be discovered. The fact that the City has 
accepted or approved the Contractor's work will in no way relieve the Contractor of any of Contractor's 
responsibilities. 
 
5.12 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 
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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 
of the Party (financial inability excepted), performance of that act may be excused, but only for the 
period of the delay, if the Party provides written notice to the other Party within ten days of such act. 
The time for performance of the act may be extended for a period equivalent to the period of delay 
from the date written notice is received by the other Party. 
 
5.18 Compliance with Federal Laws. Contractor understands and acknowledges the applicability of 
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug 
Free Workplace Act of 1989 to it. The Contractor agrees to comply with these laws in performing this 
Agreement and to permit the City to verify such compliance. 
 
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not 
currently engaged in, and agrees for the duration of the Agreement, not to engage in a boycott of 
Israel as defined by state statute. 
 
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to any 
contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, 
Contractor agrees Contractor and each subcontractor it uses warrants their compliance with all 
federal immigration laws and regulations that relate to their employees and their compliance with§ 
23-214, subsection A. A breach of this warranty will be deemed a material breach of the Agreement 
and may be subject to penalties up to and including termination of the Agreement. City retains the 
legal right to inspect the papers of any Contractor’s or subcontractor’s employee who provides goods 
or services under this Agreement to ensure that the Contractor and subcontractors comply with the 
warranty under this provision. 
 
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a 
contract to any natural person who cannot establish that such person is lawfully present in the United 
States. To establish lawful presence, a person must produce qualifying identification and sign a City-
provided affidavit affirming that the identification provided is genuine. This requirement will be 
imposed at the time of contract award. This requirement does not apply to business organizations 
such as corporations, partnerships, or limited liability companies. 
 
 
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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 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 
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subcontractor’s performance of this Agreement is confidential and proprietary information belonging to 
the City. Except as specifically provided in this Agreement, Contractor or its subcontractors must not 
divulge data to any third party without the City’s prior written consent. Contractor or its subcontractors 
must not use the data for any purposes except to perform the services required under this Agreement. 
These prohibitions do not apply to the following data provided to the Contractor or its subcontractors have 
first given the required notice to the City: (a) data which was known to the Contractor or its subcontractors 
prior to its performance under this Agreement unless such data was acquired in connection with work 
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its 
performance under this Agreement and which was disclosed to the Contractor or its subcontractors by a 
third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had the legal 
right to make such disclosure and the Contractor or its subcontractors are not otherwise required to hold 
such data in confidence; or (c) data which is required to be disclosed by virtue of law, regulation, or court 
order, to which the Contractor or its subcontractors are subject. In the event the Contractor or its 
subcontractors are required or requested to disclose data to a third party, or any other information to 
which the Contractor or its subcontractors became privy as a result of any other contract with the City, the 
Contractor must first notify the City as set forth in this Section of the request or demand for the data. The 
Contractor or its subcontractors must give the City sufficient facts so that the City can be given an 
opportunity to first give its consent or take such action that the City may deem appropriate to protect such 
data or other information from disclosure. Unless prohibited by law, within ten calendar days after 
completion or termination of services under this Agreement, the Contractor or its subcontractors must 
promptly deliver, as set forth in this Section, a copy of all data to the City. All data must continue to be 
subject to the confidentiality agreements of this Agreement. Contractor or its subcontractors assume all 
liability to maintain the confidentiality of the data in its possession and agrees to compensate the City if 
any of the provisions of this Section are violated by the Contractor, its employees, agents or subcontractors. 
Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this Section must be deemed 
to cause irreparable harm that justifies injunctive relief in court. Contractor agrees that the requirements 
of this Section must be incorporated into all subcontracts entered into by Contractor. A violation of this 
Section may result in immediate termination of this Agreement without notice. 
 
5.27 Personal Identifying Information-Data Security. Personal identifying information, financial 
account information, or restricted City information, whether electronic format or hard copy, must be 
secured and protected at all times by Contractor and any of its subcontractors. At a 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 
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Section may result in immediate termination of this Agreement without notice. The obligations of 
Contractor or its subcontractors under this Section must survive the termination of this Agreement. 
 
5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in accordance 
with and governed by the laws of the State of Arizona without regard to the conflicts or choice of law 
provisions thereof. Any action to enforce any provision of this Agreement or to obtain any remedy 
with respect hereto must be brought in the courts located in Maricopa County, Arizona, and for this 
purpose, each Party hereby expressly and irrevocably consents to the jurisdiction and venue of such 
court. 
 
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must survive 
the completion or termination of this Agreement. 
 
5.30 Modification. Except as expressly provided herein to the contrary, no supplement, modification, 
or amendment of any term of this Agreement will be deemed binding or effective unless in writing 
and signed by the Parties.  
 
5.31 Severability. If any provision of this Agreement or the application to any person or circumstance 
may be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the 
application will not be affected and will be enforceable to the fullest extent permitted by law. 
 
5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or 
contemporaneous written or oral agreement between the Parties regarding the subject matter is 
merged and superseded. 
 
5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement 
is hereby expressly made of the essence. 
 
5.34 Date of Performance. If the date of performance of any obligation or the last day of any time 
period provided for should fall on a Saturday, Sunday, or holiday for the City, the obligation will be 
due and owing, and the time period will expire, on the first day after which is not a Saturday, Sunday 
or legal City holiday. Except as may otherwise be set forth in this Agreement, any performance 
provided for herein will be timely made if completed no later 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. 
 
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5.37 Document/Information Release. Documents and materials released to the Contractor, which are 
identified by the City as sensitive and confidential, are the City’s property. The document/material 
must be issued by and returned to the City upon completion of the services under this Agreement. 
Contractor’s secondary distribution, disclosure, copying, or duplication in any manner is prohibited 
without the City’s prior written approval. The document/material must be kept secure at all times. This 
directive applies to all City documents, whether in photographic, printed, or electronic data format.  
 
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by 
reference: 
 
  
 
 
Exhibit A - Project Description/Scope of Work 
Exhibit B - Compensation and Fees 
Exhibit C - Insurance Requirements 
Exhibit D - Special Conditions  
 
5.39 Special Conditions. As part of the goods furnished or the services Contractor provides under this 
Agreement, Contractor agrees to comply with and fully perform the special terms and conditions set 
forth in Exhibit D, which is attached to and made a part of this Agreement. 
 
5.40 Cooperative Use of Agreement.  In addition to the City of Chandler and with approval of the 
Contractor, this Agreement may be extended for use by other municipalities, school districts and 
government agencies of the State.  Any such usage by other entities must be in accordance with the 
ordinance, charter and/or procurement rules and regulations of the respective political entity. 
 
If required to provide services on a school district property at least five times during a month, 
Contractor will submit a full set of fingerprints to the school of each person or employee who may 
provide such service.  The District will conduct a fingerprint check in accordance with A.R.S. 41-1750 
and Public Law 92-544 of all Contractors, subcontractors or vendors and their employees for which 
fingerprints are submitted to the District. Additionally, the Contractor will comply with the governing 
body fingerprinting policies of each individual school district/public entity.  Contractor, sub-
contractors, vendors and their employees will not provide services on school district properties until 
authorized by the District. 
 
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.  
The City will not be responsible for any disputes arising out of transactions made by other agencies 
who utilize this Agreement. 
 
5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all applicable City, 
state, and federal non-discrimination and anti-harassment laws, rules, and regulations. 
 
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. 
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

5.43 Warranties. Unless otherwise provided in Exhibit D, the Contractor must furnish a one-year 
warranty on all work and services performed under this Agreement. Contractor must furnish, or cause 
to be furnished, a two-year warranty on all fixtures, furnishings, and equipment furnished by 
Contractor, subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, 
or materials that do not comply with this Agreement must be corrected by Contractor (including, but 
not limited to, all parts and labor) at Contractor’s sole cost and expense. All written warranties and 
redlines for as-built conditions must be delivered to the City on or before the City’s final acceptance 
of Contractor’s services under this Agreement. 
  
5.44 Liens.  The Contractor warrants that the materials supplied under this Agreement are free of liens and 
will remain free of liens. 
 
5.45 Quality.  Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants 
that, for one year after acceptance by the City of the materials, they will be (a) of a quality to pass without 
objection in the trade under the Agreement description, (b) fit for the intended purposes for which the 
materials are used, (c) within the variations permitted by the Agreement and are of even kind, quantity, 
and quality within each unit and among all units, (d) adequately contained, packaged and marked as the 
Agreement may require, and (e) conform to the Contractor’s written promises or affirmations of fact. 
 
5.46 Fitness. The Contractor warrants that any material supplied to City will fully conform to all 
requirements of the Agreement and all the Contractor’s representations, and will be fit for all purposes 
and uses required by the Agreement. 
 
5.47 Inspection/Testing.  The warranties set forth in the Agreement are not affected by the City’s inspection 
or testing of or payment for the materials by the City. 
 
5.48 Packing and Shipping.  The Contractor will be responsible for industry standard packing, which 
conforms to requirements of carrier’s tariffs and Interstate Commerce Commission (ICC) regulations.  
Containers must be clearly marked as to lot number, destination, address, and purchase order number.  
 
5.49 Delivery.  All prices are F.O.B. Destination and include all delivery and unloading at the specified 
destinations.  The Contractor will retain title and control of all goods until they are delivered and accepted 
by the City.  All risk of transportation and all related charges will be the responsibility of the Contractor.  All 
claims for visible or concealed damage will be filed by the Contractor. The City will notify the Contractor 
promptly of any damaged goods and will assist the Contractor in arranging for inspection. 
 
5.50 Risk of Loss.  The Contractor will bear all loss of conforming material covered under this Agreement 
until received by authorized personnel at the location designated in the purchase 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. 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

5.52 Annual Usage Report.  Upon request, the Contractor will furnish to the City an annual usage report 
delineating the acquisition activity governed by the Agreement.  The format of the report will be approved 
by the City and will disclose the quantity and the dollar value of each agreement item by individual 
purchasing unit. 
5.53 Catalogs/Agreement Price Listing.  As applicable, the Contractor will furnish to all requesting 
departments catalogs at no cost, which will outline agreement prices. 
 
5.54 Emergency Purchases.  City reserves the rights to purchase from other sources those items, 
which are required on an emergency basis and cannot be supplied immediately by the Contractor. 
 
5.55 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of Chandler. 
The City reserves the right to obtain like goods or services from another source when necessary. 
 
5.56 Budget Approval Into Next Fiscal Year.  This Agreement will commence on the Effective Date and 
continue in full force and effect until it is terminated or expires in accordance with the provisions of this 
Agreement.  The Parties recognize that the continuation of this Agreement after the close of the City's fiscal 
year, which ends on June 30 of each year, is subject to the City Council's approval of a budget that includes 
an appropriation for this item as an expenditure.  The City does not represent that this budget item will be 
actually adopted. This determination is solely made by the City Council at the time Council adopts the 
budget. 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

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: _________________________________________ 
Its: _________________________________________ 
Mayor 
APPROVED AS TO FORM: 
By: _________________________________________ 
City Attorney 
ATTEST: 
By: _________________________________________ 
City Clerk 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624
Vice President

EXHIBIT A TO AGREEMENT 
SCOPE OF WORK 
 
Contractor shall provide library materials and related services in conformance with the following 
specifications: 
 
1. GENERAL SPECIFICATIONS 
1.1. 
Contractor shall provide multiple formats of print, non-print and digital materials for use in a public 
library setting, and processing and cataloging services related to these materials.  The Library wishes 
to obtain all formats of print and media materials including but not limited to the following: 
 
• 
Books for adults and children in all binding formats 
• 
Best-selling titles 
• 
Fiction and nonfiction titles covering all subjects and genres 
• 
Large print materials 
• 
Adult and juvenile foreign language materials 
• 
Juvenile picture and “easy” books 
• 
Beginning readers and chapter books 
• 
Board books 
• 
Books with media 
• 
Graphic novels 
• 
Movie and TV tie-in titles 
• 
Spanish language fotonovelas 
• 
Adult and juvenile reference materials 
• 
Audio books on CD for adult and children 
• 
DVDs 
• 
Music CDs 
 
1.2. 
Contractor shall supply customized selection lists and other collection development 
tools/resources. 
 
1.3. 
Contractor shall provide pricing options for the processing and cataloging services of all library 
materials. 
 
1.4. 
Contractor shall provide a lease program that will allow the Library’s branches to receive specific 
quantities of the most popular and/or best-selling titles. 
 
2. ORDERING AND INVENTORY SYSTEMS 
 
2.1. 
Contractor shall provide easy-to-use online access to the ordering and inventory information 
systems for all materials at no additional cost to the City. 
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

2.2. 
Contractor’s inventory and information system must provide access to both forthcoming and 
previously published print and digital materials. 
2.3. 
Contractor shall confirm order within 24 hours after receipt.   
 
2.4. 
Contractor’s inventory shall be updated at a minimum of once per week.  
 
2.5. 
Contractor will provide at least brief records upon submittal of order at no additional cost to the 
City. 
 
2.6. 
Contractor will provide notice when cannot supply/ship the full number of copies per title ordered. 
 
3. CUSTOMER SUPPORT 
 
3.1. 
Contractor shall provide contact information for each service area:  sales, collection development, 
processing, accounts receivable, and general customer service.  
 
3.2. 
Contractor shall specify the reports they can produce and provide examples of the reports as part 
of its proposal to include backorder report, cancellation report, and order status report.  In the case 
of online reports, specific instructions should accompany the example of the report. 
 
4. DELIVERY 
 
4.1. 
Contractor will catalog, process and deliver within 7-14 days from date of order receipt date. 
 
4.2. 
Contractor will allow the Library to select their own backorder/cancellation policy. 
 
4.3. 
Contractor shall clearly mark all shipments as inside delivery.  Contractor must ensure that this is 
communicated to the shipping carrier prior to shipment to the goods. 
 
4.4. 
Contractor will ensure that packing slips are box specific and included in the box prior to shipping. 
 
4.5. 
Contractor will provide protection treatment for contents of shipping boxes and cartons. 
 
4.6. 
Contractor shall provide a copy of return policy and credit memo procedures as part of this 
agreement. 
 
4.7. 
Contractor agrees that prices shall be Free On-Board Destination, Freight prepaid, and inside 
delivery. 
 
 
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

5. INVOICES 
 
5.1. 
Contractor shall provide invoices that list items shipped in alphabetical order by title, as well as list  
price, percentage discount, net price of each item, and processing and cataloging fees (if any).  Totals 
must be given that reference the account number for items purchased. 
 
5.2. 
Contractor agrees that invoice shall arrive within five (5) days after shipment of the materials.  
Payment terms shall be included with invoice. 
 
6. TAXES 
 
6.1. 
Libraries in the state of Arizona are exempt from sales tax on the purchase of materials for 
use by the public.  Arizona Revised Statutes 42-5159.A.12 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

EXHIBIT B TO AGREEMENT 
PRICING 
  
Pursuant to all the contract specifications enumerated and described in this Solicitation, Contractor 
agrees to furnish Library materials and related services to the City of Chandler at the price(s) stated 
below. 
Category Description 
Percent Discount 
Hardcover - adult, young adult, juvenile 
N/A 
Hardcover - children's picture books, readers 
N/A  
 
 
Library binding - adult, young adult, juvenile 
N/A 
Library binding - children's picture books, readers 
N/A  
 
 
Prebound - adult, young adult, juvenile 
N/A 
Prebound - children's picture books, readers 
N/A  
 
 
Board Books 
N/A 
 
 
Trade paperback (fiction/nonfiction, adult/young 
adult/juvenile) 
N/A  
 
 
Mass market paperback (fiction/nonfiction, adult/young 
adult/juvenile) 
N/A 
 
 
Hardcover Graphic Novels (fiction/nonfiction, adult/young 
adult/juvenile) 
N/A  
 
 
Paperback Graphic Novels (fiction/nonfiction, adult/young 
adult/juvenile) 
N/A 
 
 
Hardcover Large Print 
N/A  
 
 
Paperback Large Print 
N/A 
 
 
Hardcover Print on Demand 
N/A  
 
 
Paperback Print on Demand 
N/A 
 
 
Audiobooks 
0% 
 
 
DVD 
25% 
 
 
Tabletop Games 
N/A 
 
 
Video Games (Cartridge/Disc) 
N/A  
 
 
CD Music 
25% 
 
 
Replacement Costs 
Free of charge replacements for shipping 
damaged product.* 
 
 
Shipping Costs 
$0.00 
 
 
 
 
 
 
 
 
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

Item 
Processing Pricing 
Cost Per Item 
Notes / Exceptions 
1 
Mylar jackets on dust cover, taped on 
book 
 
Not required for audiovisual materials.  
2 
Property stamp on the top of the book 
 
 Included in Digitized Pricing-see 9 below. 
3 
RFID tag and barcode (supplied by 
Library) applied 
 
 Included in Digitized Pricing-see 9 below. 
4 
Applied hub sticker(s) for media 
 
 Included in Digitized Pricing-see 9 below. 
5 
Property stamp/sticker on the title 
page 
 
 Included in Digitized Pricing-see 9 below. 
6 
Applied spine labels 
 
 Included in Digitized Pricing-see 9 below. 
7 
Cover spine label with label protector 
 
 Included in Digitized Pricing-see 9 below. 
7 
Cover RFID tag with label protector 
 
 Included in Digitized Pricing-see 9 below. 
8 
Replacement of original media case 
 
 Included in Digitized Pricing-see 9 below. 
9 
Digitized media processing for music 
CD, audiobook, DVD and Blu-ray 
(including artwork) 
Audiobooks $0.99   
DVD & BR DVD - 
$2.88 
(single/dbls)   
Music CD-$2.69 
 All required processing services are incorporated in 
the noted pricing. 
 
 
 
 
  
 
Item 
Cataloging Pricing 
Cost Per Title 
Cost Per 
Item 
Notes / Exceptions 
  
Please clarify in the Notes/Exceptions column if cataloging charges are per title or per 
item. 
1 
CIP upgrades 
$1.40 
$0.30 
 Full Level Record option 
2 
Generic/Vendor MARC records 
$0.00 
   
 Free Vendor Level option 
3 
Basic Dewey (DLC preferred) 
$1.40 
$0.30 
 Dewey from 082 tag 
4 
Local call numbers 
$1.40 
 
$0.30 
 
 If Midwest Tape can 
program in-house. 
5 
Customized MARC 
$10.00/avg  
 
 
 Priced by OCLC upon 
negotiations 
of 
exact 
cataloging requirements. 
6 
Original cataloging 
$1.40 
 
$0.30 
 
 Full Level Record option 
 
Item 
Collection Development Pricing 
Cost Per Item 
Notes / Exceptions 
1 
Selection lists/carts (forthcoming titles) 
standardized 
$0.00 
  
2 
Selection lists/carts (forthcoming titles) 
customized 
$0.00 
  
3 
Special bibliographies 
$0.00 
  
4 
Collection analytics 
$0.00 
  
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

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 
occurrence, $4,000,000 aggregate.  Said insurance must also include coverage for products 
and completed operations, independent contractors, personal injury and advertising injury. 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

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. 
 
E.  
Technology Errors and Omissions Liability including Network Security and Privacy Liability 
 
For Contracts under $500,000 
  
                              Minimum Limits:  
Per Loss 
$        3,000,000 
Aggregate 
$        3,000,000 
 
For Service Contracts over $500,001 
  
                              Minimum Limits:  
Per Loss 
$        5,000,000 
Aggregate 
$        5,000,000 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

The policy shall cover professional misconduct or lack of ordinary skill for those positions 
defined in the Scope of Services of this contract. 
  
In the event that the professional liability insurance required by this Contract is written on a 
claims-made basis, Contractor warrants that any retroactive date under the policy shall 
precede the effective date of this Contract; and that either continuous coverage will be 
maintained or an extended discovery period will be exercised for a period of two years 
beginning at the time work under this Contract is completed. 
If such insurance is maintained on an occurrence form basis, Contractor shall maintain such 
insurance for an additional period of one year following termination of Contract. If such 
insurance is maintained on a claims-made basis, Contractor shall maintain such insurance 
for an additional period of three years following termination of the Contract.  
If Contractor contends that any of the insurance it maintains pursuant to other sections of 
this clause satisfies this requirement (or otherwise insures the risks described in this section), 
then Contractor shall provide proof of same. 
  
The insurance shall provide coverage for the following risks 
  
a. Liability arising from theft, dissemination and / or use of confidential information (a 
defined term including but not limited to bank account, credit card account, personal 
information such as name, address, social security numbers, etc. information) stored or 
transmitted in electronic form 
b.  Network Security Liability arising from the unauthorized access to, use of or tampering 
with computer systems including hacker attacks, inability of an authorized third party, to 
gain access to your services including denial of service, unless caused by a mechanical or 
electrical failure 
c.  Liability arising from the introduction of a computer virus into, or otherwise causing 
damage to, a customer’s or third person’s computer, computer system, network or 
similar computer related property and the data, software, and programs thereon. 
  
                     
Additional Requirements: 
  
a. The policy shall provide a waiver of subrogation 
 
Additional Policy Provisions Required. 
 
A. Self-Insured Retentions or Deductibles.  Any self-insured retentions and deductibles must be 
declared and approved by the City.  If not approved, the City may require that the insurer reduce 
or eliminate any deductible or self-insured retentions with respect to the City, its officers, 
officials, agents, employees, and volunteers. 
 
1.  The Contractor’s insurance must contain broad form contractual liability coverage. 
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

2.  The Contractor's insurance coverage must be primary insurance with respect to the City, 
its officers, officials, agents, and employees.  Any insurance or self-insurance maintained 
by the City, its officers, officials, agents, and employees shall be in excess of the coverage 
provided by the Contractor and must not contribute to it. 
 
3.  The Contractor's insurance must apply separately to each insured against whom claim is 
made or suit is brought, except with respect to the limits of the insurer's liability. 
 
4.  Coverage provided by the Contractor must not be limited to the liability assumed under 
the indemnification provisions of this Agreement. 
 
5. The policies must contain a severability of interest clause and waiver of subrogation 
against the City, its officers, officials, agents, and employees, for losses arising from Work 
performed by the Contractor for the City. 
 
6.  The Contractor, its successors and or assigns, are required to maintain Commercial 
General Liability insurance as specified in this Agreement for a minimum period of three 
years following completion and acceptance of the Work.  The Contractor must submit a 
Certificate of Insurance evidencing Commercial General Liability insurance during this 
three year period containing all the Agreement insurance requirements, including 
naming the City of Chandler, its agents, representatives, officers, directors, officials and 
employees as Additional Insured as required. 
 
7. If a Certificate of Insurance is submitted as verification of coverage, the City will 
reasonably rely upon the Certificate of Insurance as evidence of coverage but this 
acceptance and reliance will not waive or alter in any way the insurance requirements or 
obligations of this Agreement.   
 
B.  
Insurance Cancellation During Term of Contract/Agreement.  
1. If any of the required policies expire during the life of this Contract/Agreement, the 
Contractor must forward renewal or replacement Certificates to the City within ten days 
after the renewal date containing all the required insurance provisions. 
2.  Each insurance policy required by the insurance provisions of this Contract/Agreement 
shall provide the required coverage and shall not be suspended, voided or canceled 
except after 30 days prior written notice has been given to the City, except when 
cancellation is for non-payment of premium, then ten days prior notice may be given.  
Such notice shall be sent directly to Chandler Law-Risk Management Department, Post 
Office Box 4008, Mailstop 628, Chandler, Arizona  85225. If any insurance company 
refuses to provide the required notice, the Contractor or its insurance broker shall notify 
the City of any cancellation, suspension, non-renewal of any insurance within seven days 
of receipt of insurers’ notification to that effect.  
 
A. 
City as Additional Insured.  The policies are to contain, or be endorsed to contain, the 
following provisions: 
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

1. The Commercial General Liability and Automobile Liability policies are to contain, or be 
endorsed to contain, the following provisions:  The City, its officers, officials, agents, and 
employees are additional insureds with respect to liability arising out of activities 
performed by, or on behalf of, the Contractor including the City's general supervision of 
the Contractor; Products and Completed operations of the Contractor; and automobiles 
owned, leased, hired, or borrowed by the Contractor. 
 
2.  The City, its officers, officials, agents, and employees must be additional insureds to the 
full limits of liability purchased by the Contractor even if those limits of liability are in 
excess of those required by this Agreement. 
 
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

EXHIBIT D TO AGREEMENT 
SPECIAL CONDITIONS 
 
NONE 
 
 
Docusign Envelope ID: 4576DD82-1641-4146-BA4C-E44B58761624

Certificate Of Completion
Envelope Id: 4576DD8216414146BA4CE44B58761624
Status: Sent
Subject: Complete with Docusign: 4843 Agreement Midwest Tape Legal Signed.pdf
EDMS Application:  CC-AGRMTS
Source Envelope: 
Document Pages: 25
Signatures: 1
Envelope Originator: 
Certificate Pages: 5
Initials: 0
Saranna Davidson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-07:00) Arizona
PO Box 4008
Chandler,   85244
Saranna.Davidson@chandleraz.gov
IP Address: 198.241.2.1    
Record Tracking
Status: Original
             10/14/2024 | 11:52 AM
Holder: Saranna Davidson
             Saranna.Davidson@chandleraz.gov
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Chandler
Location: DocuSign
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Timestamp
Sue Bascuk
sbascuk@midwesttape.com
Vice President
Security Level: Email, Account Authentication 
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.52.124.254
Sent: 10/14/2024 | 12:02 PM
Viewed: 10/14/2024 | 01:12 PM 
Signed: 10/14/2024 | 01:12 PM
Electronic Record and Signature Disclosure: 
      Accepted: 10/14/2024 | 01:12 PM
      ID: 41270936-8651-4004-901e-d91ae1d8d83c
Records Division
Signing Group: Records Division
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(None)
Electronic Record and Signature Disclosure: 
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Daniel Brown
Daniel.Brown@chandleraz.gov
Security Level: Email, Account Authentication 
(None)
Electronic Record and Signature Disclosure: 
      Accepted: 7/1/2021 | 08:17 AM
      ID: 563d172a-e614-4b9b-b2a1-61a0afc8280a
Kevin Hartke
kevin.hartke@chandleraz.gov
Security Level: Email, Account Authentication 
(None)
Electronic Record and Signature Disclosure: 
      Accepted: 6/28/2021 | 11:17 AM
      ID: 2531f230-027c-41f7-9166-1189df6a8c8f
Dana DeLong
Dana.DeLong@chandleraz.gov
Security Level: Email, Account Authentication 
(None)
Electronic Record and Signature Disclosure:

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      Accepted: 6/28/2021 | 01:03 PM
      ID: e796186e-c533-4a41-978c-34d69e29778a
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(None)
Sent: 10/14/2024 | 01:12 PM
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Rosenda Contreras
Rosenda.Contreras@chandleraz.gov
Security Level: Email, Account Authentication 
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      Accepted: 3/30/2022 | 01:24 PM
      ID: fd43dfe1-51e8-4292-b795-54e27b662b8e
Annie Cigic
ACigic@midwesttapes.com
Security Level: Email, Account Authentication 
(None)
Electronic Record and Signature Disclosure: 
      Not Offered via DocuSign
Annie Cigic
ACigic@midwesttapes.com
Security Level: Email, Account Authentication 
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Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE  
From time to time, City of Chandler (we, us or Company) may be required by law to provide to 
you certain written notices or disclosures. Described below are the terms and conditions for 
providing to you such notices and disclosures electronically through the DocuSign system. 
Please read the information below carefully and thoroughly, and if you can access this 
information electronically to your satisfaction and agree to this Electronic Record and Signature 
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to 
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign 
system. 
 
Getting paper copies  
At any time, you may request from us a paper copy of any record provided or made available 
electronically to you by us. You will have the ability to download and print documents we send 
to you through the DocuSign system during and immediately after the signing session and, if you 
elect to create a DocuSign account, you may access the documents for a limited period of time 
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to 
send you paper copies of any such documents from our office to you, you will be charged a 
$0.15 per-page fee. You may request delivery of such paper copies from us by following the 
procedure described below. 
 
Withdrawing your consent  
If you decide to receive notices and disclosures from us electronically, you may at any time 
change your mind and tell us that thereafter you want to receive required notices and disclosures 
only in paper format. How you must inform us of your decision to receive future notices and 
disclosure in paper format and withdraw your consent to receive notices and disclosures 
electronically is described below. 
 
Consequences of changing your mind  
If you elect to receive required notices and disclosures only in paper format, it will slow the 
speed at which we can complete certain steps in transactions with you and delivering services to 
you because we will need first to send the required notices or disclosures to you in paper format, 
and then wait until we receive back from you your acknowledgment of your receipt of such 
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to 
receive required notices and consents electronically from us or to sign electronically documents 
from us. 
 
All notices and disclosures will be sent to you electronically  
Electronic Record and Signature Disclosure created on: 4/14/2021 | 08:43 AM
Parties agreed to: Sue Bascuk, Daniel Brown, Kevin Hartke, Dana DeLong, Rosenda Contreras

Unless you tell us otherwise in accordance with the procedures described herein, we will provide 
electronically to you through the DocuSign system all required notices, disclosures, 
authorizations, acknowledgements, and other documents that are required to be provided or made 
available to you during the course of our relationship with you. To reduce the chance of you 
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required 
notices and disclosures to you by the same method and to the same address that you have given 
us. Thus, you can receive all the disclosures and notices electronically or in paper format through 
the paper mail delivery system. If you do not agree with this process, please let us know as 
described below. Please also see the paragraph immediately above that describes the 
consequences of your electing not to receive delivery of the notices and disclosures 
electronically from us. 
 
How to contact City of Chandler:  
You may contact us to let us know of your changes as to how we may contact you electronically, 
to request paper copies of certain information from us, and to withdraw your prior consent to 
receive notices and disclosures electronically as follows: 
To contact us by email send messages to: esignature@chandleraz.gov 
 
To advise City of Chandler of your new email address  
To let us know of a change in your email address where we should send notices and disclosures 
electronically to you, you must send an email message to us at esignature@chandleraz.gov and 
in the body of such request you must state: your previous email address, your new email 
address.  We do not require any other information from you to change your email address.  
If you created a DocuSign account, you may update it with your new email address through your 
account preferences.  
 
To request paper copies from City of Chandler  
To request delivery from us of paper copies of the notices and disclosures previously provided 
by us to you electronically, you must send us an email to esignature@chandleraz.gov and in the 
body of such request you must state your email address, full name, mailing address, and 
telephone number. We will bill you for any fees at that time, if any. 
 
To withdraw your consent with City of Chandler  
To inform us that you no longer wish to receive future notices and disclosures in electronic 
format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, 
select the check-box indicating you wish to withdraw your consent, or you may; 
ii. send us an email to esignature@chandleraz.gov and in the body of such request you must state 
your email, full name, mailing address, and telephone number. We do not need any other 
information from you to withdraw consent..  The consequences of your withdrawing consent for 
online documents will be that transactions may take a longer time to process.. 
 
Required hardware and software  
The minimum system requirements for using the DocuSign system may change over time. The 
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.  
 
Acknowledging your access and consent to receive and sign documents electronically  
To confirm to us that you can access this information electronically, which will be similar to 
other electronic notices and disclosures that we will provide to you, please confirm that you have 
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for 
your future reference and access; or (ii) that you are able to email this ERSD to an email address 
where you will be able to print on paper or save it for your future reference and access. Further, 
if you consent to receiving notices and disclosures exclusively in electronic format as described 
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before 
clicking ‘CONTINUE’ within the DocuSign system. 
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm 
that: 
 
You can access and read this Electronic Record and Signature Disclosure; and 
 
You can print on paper this Electronic Record and Signature Disclosure, or save or send 
this Electronic Record and Disclosure to a location where you can print it, for future 
reference and access; and 
 
Until or unless you notify City of Chandler as described above, you consent to receive 
exclusively through electronic means all notices, disclosures, authorizations, 
acknowledgements, and other documents that are required to be provided or made 
available to you by City of Chandler during the course of your relationship with City of 
Chandler.