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City Clerk Document No.
City Council Meeting Date:
CITY OF CHANDLER PURCHASE AGREEMENT
RIFLE SHIELDS
CITY OF CHANDLER AGREEMENT NO. PD5-680-4852
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Marrero Armor, LLC., (Contractor), (City and Contractor
may individually be referred to as Party and collectively referred to as Parties), made
,2024 (Effective Date).
RECITALS
A. City proposes to purchase rifle shields 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 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.
C. City desires to contract with the Contractor to provide these goods or services under the terms
and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
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
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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 in accordance with Exhibit A for the term of this Agreement.
Following execution of this Agreement by City, the Contractor will immediately commence work
and will complete all work, and product must be delivered within 90 days from the date the
Contractor is notified to proceed.
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 approved and accepted by the City under this Agreement
must not exceed $165,929. Contractor must submit requests for payment for goods or services
approved and accepted during the previous billing period and must include, as applicable,
detailed invoices and receipts, a narrative description of the tasks accomplished during the billing
period, a list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests
for payment plus similar narrative and listing of their work. Payment for those goods or services
negotiated as a lump sum will be made in accordance with the percentage of the goods furnished
or services completed during the preceding billing period. Goods or services negotiated as a not-
to-exceed fee will be paid in accordance with the goods furnished or services completed during
the preceding month. All requests for payment must be submitted to the City for review and
approval. The City will make payment for approved and accepted goods or services within 30 days
of the City’s receipt of the request for payment.
4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all
applicable state and local transaction privilege taxes. To the extent any state and local transaction
privilege taxes apply to sales made under the terms of this Agreement, it is the responsibility of
the Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of
authority.
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
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increase is agreed upon by the Parties a written Agreement Amendment shall be approved and
executed by the Parties.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the goods or
services under this Agreement. The City, its authorized representative, or any federal agency,
reserves the right to audit Contractor's records to verify the accuracy and appropriateness of all
cost and pricing data, including data used to negotiate this Agreement and any amendments. The
City reserves the right to decrease the total amount of Agreement price or payments made under
this Agreement or request reimbursement from the Contractor following final contract payment
on this Agreement if, upon audit of the Contractor's records, the audit discloses the Contractor
has provided false, misleading, or inaccurate cost and pricing data. The Contractor will include a
similar provision in all of its contracts with subcontractors providing goods or services under the
Agreement Documents to ensure that the City, its authorized representative, or the appropriate
federal agency, has access to the subcontractors’ records to verify the accuracy of all cost and
pricing data. The City reserves the right to decrease Contract price or payments made on this
Agreement or request reimbursement from the Contractor following final payment on this
Agreement if the above provision is not included in subcontractor agreements, and one or more
subcontractors refuse to allow the City to audit their records to verify the accuracy and
appropriateness of all cost and pricing data. If, following an audit of this Agreement, the audit
discloses the Contractor has provided false, misleading, or inaccurate cost and pricing data, and
the cost discrepancies exceed 1% of the total Agreement billings, the Contractor will be liable for
reimbursement of the reasonable, actual cost of the audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
work, cost of goods, cost of performance, or Project schedule, the goods or services will be
performed as directed by the City. However, before any modified work is started, a written
amendment must be approved and executed by the City and the Contractor. Such amendment
must not be effective until approved by the City. Additions to, modifications, or deletions from this
Agreement as provided herein may be made, and the compensation to be paid to the Contractor
may accordingly be adjusted by mutual agreement of the Parties. It is distinctly understood and
agreed that no claim for extra work done or materials furnished by 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
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performed. In the event the City abandons or suspends the purchase or services, or any part
of the purchase or services as provided in this Agreement, the City will notify the Contractor
in writing and immediately after receiving such notice, the Contractor must discontinue
advancing the work specified under this Agreement. Upon such termination, abandonment,
or suspension, the Contractor must deliver to the City all drawings, plans, specifications,
special provisions, estimates and other work entirely or partially completed, together with all
unused materials supplied by the City. The Contractor must appraise the goods or services
Contractor has completed and submit Contractor's appraisal to the City for evaluation. The
City may inspect the Contractor's goods or services to appraise the status completed. The
Contractor will receive compensation in full for goods provided or services performed to the
date of such termination. The fee will be paid in accordance with Section IV of this Agreement,
and as mutually agreed upon by the Contractor and the City. If there is no mutual agreement
on payment, the final determination will be made in accordance with the Disputes provision
in this Agreement. However, in no event may the payment exceed the payment set forth in
this Agreement nor as amended in accordance with Alteration in Character of Work. The City
will make the final payment within 60 days after the Contractor has delivered the last of the
partially completed items and the Parties agree on the final payment. If the City is found to
have improperly terminated the Agreement for cause or default, the termination will be
converted to a termination for convenience in accordance with the provisions of this
Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent,
(c) the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver
is appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys'
fees and costs of claim processing, investigation and litigation) (Claims) caused or alleged to
be caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or
omissions of the Contractor or any of its owners, officers, directors, agents, employees, or
subcontractors in connection with this Agreement. This 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.
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5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may
arise from or relate to performance of the work under this Agreement by Contractor and its
agents, representatives, employees, and subcontractors. Contractor and any subcontractors
must maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in
this Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as
may be determined necessary.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement
the intent of this Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent
if by electronic mail, or (c) on the third day after the date of the postmark of deposit by first
class United States mail, registered or certified, postage prepaid and properly addressed as
follows:
For the City
For the Contractor
Name: Purchasing Division Name: Stacie Sundberg
Title: Purchasing Officer Title: Director, Sales Operations
Address: 175 S. Arizona Ave Address: 27972 N. 78th Street
Chandler, AZ 85225 Scottsdale, AZ 85266
Phone: 480-782-2400 Phone: 602-451-8597
Email: purchasing@chandleraz.gov Email: stacie@marreroarmor.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
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discovered. The fact that the City has accepted or approved the Contractor's work will in no
way relieve the Contractor of any of Contractor's responsibilities.
5.12 Withholding Payment. The City reserves the right to withhold funds from the
Contractor's payments up to the amount equal to the claims the City may have against the
Contractor until such time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to
direct the Contractor as to the details of accomplishing the work or to exercise a measure of
control over the work means that the Contractor must follow the wishes of the City as to the
results of the work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in furnishing goods or performing
services prescribed in the Agreement. The City may acknowledge its acceptance of such
personnel to furnish goods or perform services under this Agreement. At any time hereafter
that the Contractor desires to change key personnel while performing under the Agreement,
the Contractor must submit the qualifications of the new personnel to the City for prior
approval. The Contractor will maintain an adequate and competent staff of qualified persons,
as may be determined by the City, throughout the performance of this Agreement to ensure
acceptable and timely completion of the Scope of Work. If the City objects, with reasonable
cause, to any of the Contractor's staff, the Contractor must take prompt corrective action
acceptable to the City and, if required, remove such personnel from the Project and replace
with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control
and without fault 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.
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5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides goods or services under this
Agreement to ensure that the Contractor and subcontractors comply with the warranty under
this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying
identification and sign a City-provided affidavit affirming that the identification provided is
genuine. This requirement will be imposed at the time of contract award. This requirement
does not apply to business organizations such as corporations, partnerships, or limited
liability companies.
5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.
5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, and that no
member of the Chandler City Council, or any City employee has any interest, financially, or
otherwise, in Contractor’s firm. For breach or violation of this warrant, the City may annul this
Agreement without liability or, at its discretion, to deduct from the Agreement price or
consideration, the full amount of such commission, percentage, brokerage, or contingent fee.
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
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involve or be associated with any real property or personal property owned or leased by the
City. Such notice must be given seven business days prior to commencement of the services
by the Contractor for a third party, or seven business days prior to an adverse action as
defined below. Written notice and disclosure must be sent to the City’s Purchasing and
Materials Manager. An adverse action under this Agreement includes, but is not limited to: (a)
using data as defined in the Agreement acquired in connection with this Agreement to assist
a third party in pursuing administrative or judicial action against the City; or (b) testifying or
providing evidence on behalf of any person in connection with an administrative or judicial
action against the City; or (c) using data to produce income for the Contractor or its
employees independently of performing the services under this Agreement, without the prior
written consent of the City. Contractor represents that except for those persons, entities, and
projects identified to the City, the services performed by the Contractor under this Agreement
are not expected to create an interest with any person, entity, or third party project that is or
may be adverse to the City’s interests. Contractor's failure to provide a written notice and
disclosure of the information as set forth in this Section constitute a material breach of this
Agreement.
5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations,
audits, analyses, samples, reports, calculations, internal memos, meeting minutes, data field
notes, work product, proposals, correspondence and any other similar documents or information
prepared by, obtained by, or transmitted to the Contractor or its subcontractors in the
performance of this Agreement. The Parties agree that all data, regardless of form, including
originals, images, and reproductions, prepared by, obtained by, or transmitted to the Contractor
or its subcontractors in connection with the Contractor's or its subcontractor’s performance of this
Agreement is confidential and proprietary information belonging to the City. Except as specifically
provided in this Agreement, Contractor or its subcontractors must not divulge data to any third
party without the City’s prior written consent. Contractor or its subcontractors must not use the
data for any purposes except to perform the services required under this Agreement. These
prohibitions do not apply to the following data provided to the Contractor or its subcontractors
have first given the required notice to the City: (a) data which was known to the Contractor or its
subcontractors prior to its performance under this Agreement unless such data was acquired in
connection with work performed for the City; or (b) data which was acquired by the Contractor or
its subcontractors in its performance under this Agreement and which was disclosed to the
Contractor or its subcontractors by a third party, who to the best of the Contractor's or its
subcontractors knowledge and belief, had the legal right to make such disclosure and the
Contractor or its subcontractors are not otherwise required to hold such data in confidence; or (c)
data which is required to be disclosed by virtue of law, regulation, or court order, to which the
Contractor or its subcontractors are subject. In the event the Contractor or its subcontractors are
required or requested to disclose data to a third party, or any other information to 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
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Agreement. Contractor or its subcontractors assume all liability to maintain the confidentiality of
the data in its possession and agrees to compensate the City if any of the provisions of this
Section are violated by the Contractor, its employees, agents or subcontractors. Solely for the
purposes of seeking injunctive relief, it is agreed that a breach of this Section must be deemed to
cause irreparable harm that justifies injunctive relief in court. Contractor agrees that the
requirements of this Section must be incorporated into all subcontracts entered into by
Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.
5.27 Personal Identifying Information-Data Security. Personal identifying information,
financial account information, or restricted City information, whether electronic format or
hard copy, must be secured and protected at all times by Contractor and any of its
subcontractors. At a minimum, Contractor must encrypt or password-protect electronic files.
This includes data saved to laptop computers, computerized devices, or removable storage
devices. When personal identifying information, financial account information, or restricted
City information, regardless of its format, is no longer necessary, the information must be
redacted or destroyed through appropriate and secure methods that ensure the information
cannot be viewed, accessed, or reconstructed. In the event that data collected or obtained by
Contractor or its subcontractors in connection with this Agreement is believed to have been
compromised, Contractor or its subcontractors must immediately notify the City contact.
Contractor agrees to reimburse the City for any costs incurred by the City to investigate
potential breaches of this data and, where applicable, the cost of notifying individuals who
may be impacted by the breach. Contractor agrees that the requirements of this Section must
be incorporated into all subcontracts entered into by Contractor. It is further agreed that a
violation of this Section must be deemed to cause irreparable harm that justifies injunctive
relief in court. A violation of this Section may result in immediate termination of this
Agreement without notice. The obligations of Contractor or its subcontractors under this
Section must survive the termination of this Agreement.
5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts
located in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and
irrevocably consents to the jurisdiction and venue of such court.
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
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.
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5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject
matter is merged and superseded.
5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
5.34 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which
is not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any
rights or benefits in the Agreement to anyone other than the City and the Contractor, and all
duties and responsibilities undertaken pursuant to this Agreement will be for the sole and
exclusive benefit of City and the Contractor and not for the benefit of any other party.
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.
5.37 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the
services under this Agreement. Contractor’s secondary distribution, disclosure, copying, or
duplication in any manner is prohibited without the City’s prior written approval. The
document/material must be kept secure at all times. This directive applies to all City
documents, whether in photographic, printed, or electronic data format.
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Work
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
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
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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,
Contractor will submit a full set of fingerprints to the school of each person or employee who
may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor
will comply with the governing body fingerprinting policies of each individual school
district/public entity. Contractor, sub-contractors, vendors and their employees will not
provide services on school district properties until authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.
5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and
regulations.
5.42 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.
5.43 Warranties. Unless otherwise provided in Exhibit D, the Contractor must furnish a one-
year warranty on all work and services performed under this Agreement. Contractor must
furnish, or cause to be furnished, a two-year warranty on all fixtures, furnishings, and
equipment furnished by Contractor, subcontractors, or suppliers under this Agreement. Any
defects in design, workmanship, or materials that do not comply with this Agreement must be
corrected by Contractor (including, but not limited to, all parts and labor) at Contractor’s sole
cost and expense. All written warranties and redlines for as-built conditions must be
delivered to the City on or before the City’s final acceptance of Contractor’s services under
this Agreement.
5.44 Liens. The Contractor warrants that the materials supplied under this Agreement are free of
liens and will remain free of liens.
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.
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5.47 Inspection/Testing. The warranties set forth in the Agreement are not affected by the City’s
inspection or testing of or payment for the materials by the City.
5.48 Packing and Shipping. The Contractor will be responsible for industry standard packing,
which conforms to requirements of carrier’s tariffs and Interstate Commerce Commission (ICC)
regulations. Containers must be clearly marked as to lot number, destination, address, and
purchase order number.
5.49 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist the
Contractor in arranging for inspection.
5.50 Risk of Loss. The Contractor will bear all loss of conforming material covered under this
Agreement until received by authorized personnel at the location designated in the purchase
order or Agreement. Mere receipt does not constitute final acceptance. The risk of loss for
nonconforming materials will remain with the Contractor regardless of receipt.
5.51 Current Products. All products offered in response to this solicitation will be in current and
ongoing production; will have been formally announced for general marketing purposes; will be a
model or type currently functioning in a user (paying customer) environment and capable of
meeting or exceeding all specifications and requirements set forth in the City’s solicitation.
5.52 Annual Usage Report. Upon request, the Contractor will furnish to the City an annual usage
report delineating the acquisition activity governed by the Agreement. The format of the report
will be approved by the City and will disclose the quantity and the dollar value of each agreement
item by individual purchasing unit.
5.53 Catalogs/Agreement Price Listing. As applicable, the Contractor will furnish to all requesting
departments catalogs at no cost, which will outline agreement prices.
5.54 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.
5.55 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source
when necessary.
5.56 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City
Council's approval of a budget that includes an appropriation for this item as an expenditure. The
City does not represent that this budget item will be actually adopted. This determination is solely
made by the City Council at the time Council adopts the budget.
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This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: _________________________________________
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
Docusign Envelope ID: B4335B86-BCBE-4A85-9B45-39826E833ABB
Director, Sales Operations
EXHIBIT A TO AGREEMENT
SCOPE OF WORK
1. Background and Objective:
1.1 The City of Chandler is soliciting bids for a one-time purchase of Marrero Armor Rifle Shields and
accessories or approved equal, for the purpose of adding the capability of defeating incoming fire
from rifle rounds and pistol rounds. This will enhance the safety of Chandler residents by
increasing the level of protection afforded to Officers responding to attacks involving assault
weapons.
1.2 The City of Chandler will select the vendor whose bid meets or exceeds the minimum standard
requirements and has the lowest overall price to include shipping costs.
2. Scope and Minimum Requirements:
2.1 It is the intent of these specifications to describe the minimum standards acceptable for the
purchase of Marrero Armor rifle rated shields and accessories.
2.2 The burden of proof that the product meets the minimum standard is on the bidder.
2.3 Product requested for the bid:
2.3.1 Marrero Armor 20”x34” Level III Tactical Shield, exceeds NIJ Level III
2.3.2 10”x3” cutouts on each side at top of shield
2.3.3 792 in/sq minimum ballistic coverage area
2.3.4 Poly urea covering over entire shield
2.3.5 Defeats the following threats:
2.3.5.1.1 .30-06 Springfield (LC)
2.3.5.1.2 7.62 x 51mm (M80 147 gr @ 2780 ft/s)
2.3.5.1.3 7.62 x 39mm (Chinese/Russian MSC, LC)
2.3.5.1.4 5.56 x 45mm (M193 in 55gr, 62gr, 77gr)
2.3.5.1.5 5.45 x 39 MSC
2.3.5.1.6 All threats lesser than those listed above
2.3.6 Total weight, with viewport, not to exceed 20.5 lbs.
2.3.7 4”H x 6”W X 1.32”D UL5 ballistic viewport with V50 rating of 3,200 ft/s against a 147gr M80
(7.62 x 51 FMJ) projectile, not to exceed 2.4 pounds in weight
2.3.8 9” straight bar aluminum handle, polyurea coated with a 7” rubber grip
2.3.9 Tactical cover w/ MOLLE front and back, Velcro® “POLICE” patch, and Velcro® protective
viewport covers with three places to mount a light (right, middle or left)
2.3.10 Tactical cover w/ MOLLE front and back, Velcro® “POLICE” patch, and Velcro® protective
viewport covers with three places to mount a light (right, middle or left)
2.3.11 Tactical cover w/ MOLLE front and back, Velcro® “POLICE” patch, and Velcro® protective
viewport covers with three places to mount a light (right, middle or left)
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3. Delivery
3.1 Delivery shall be made to the location contained herein, within 90 days after receipt of order.
3.2 Ship to: City of Chandler Police Department
975 E Armstrong Way
Chandler, Az 85286
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EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES
Please be sure to include all product numbers, model numbers, part numbers and unit costs, taxes and
freight for the items bid.
Item
Description
Item Number
Quantity
*each
Unit Cost
Extended
Cost
1.
Level III Ballistic Shield -Double
Cutout – 20x34 w/ Viewport
T20342
34
$4,375.00
$148,750.00
2.
Tactical Shield Cover – Double
Cutout – 20 x 34
MAC20341
34
$180.00
$6,120.00
3.
ESTIMATED SHIPPING / FREIGHT
$0
4.
ESTIMATED TAXES
$12,079.00
5.
ADDITIONAL DISCOUNT
1
$(1,020.00)
$(1,020.00)
Total $165,929.00
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EXHIBIT C TO AGREEMENT
INSURANCE
INSURANCE
General.
A.
At the same time as execution of this Agreement, the Contractor shall furnish the City a
certificate of insurance on a standard insurance industry ACORD form. The ACORD form
must be issued by an insurance company authorized to transact business in the State of
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to
do business in the State of Arizona with policies and forms satisfactory to City. Provided,
however, the A.M. Best rating requirement shall not be deemed to apply to required
Workers’ Compensation coverage.
B.
The Contractor and any of its subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement
are satisfied, the insurances set forth below.
C.
The insurance requirements set forth below are minimum requirements for this
Agreement and in no way limit the indemnity covenants contained in this Agreement.
D.
The City in no way warrants that the minimum insurance limits contained in this
Agreement are sufficient to protect Contractor from liabilities that might arise out of the
performance of the Agreement services under this Agreement by Contractor, its agents,
representatives, employees, subcontractors, and the Contractor is free to purchase any
additional insurance as may be determined necessary.
E.
Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve the Contractor
from, nor will it be considered a waiver of its obligation to maintain the required insurance
at all times during the performance of this Agreement.
F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall
execute a written contract with Subcontractor containing the same Indemnification Clause
and Insurance Requirements as the City requires of the Contractor in this Agreement. The
Contractor is responsible for executing the Agreement with the Subcontractor and
obtaining Certificates of Insurance and verifying the insurance requirements.
Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of liability not
less than those stated below.
A.
Commercial General Liability-Occurrence Form. Contractor must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
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and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.
B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles
assigned to or used in the performance of the Contractor’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.
C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Contractor employees engaged in the performance of work or services
under this Agreement and must also maintain Employers’ Liability insurance of not less
than $1,000,000 for each accident and $1,000,000 disease for each employee.
Additional Policy Provisions Required.
A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by the City. If not approved, the City may require that the insurer
reduce or eliminate any deductible or self-insured retentions with respect to the City, its
officers, officials, agents, employees, and volunteers.
1. The Contractor’s insurance must contain broad form contractual liability coverage.
2. The Contractor's insurance coverage must be primary insurance with respect to the
City, its officers, officials, agents, and employees. Any insurance or self-insurance
maintained by the City, its officers, officials, agents, and employees shall be in excess of
the coverage provided by the Contractor and must not contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom claim
is made or suit is brought, except with respect to the limits of the insurer's liability.
4. Coverage provided by the Contractor must not be limited to the liability assumed under
the indemnification provisions of this Agreement.
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.
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6. The Contractor, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of
three years following completion and acceptance of the Work. The Contractor must
submit a Certificate of Insurance evidencing Commercial General Liability insurance
during this three year period containing all the Agreement insurance requirements,
including naming the City of Chandler, its agents, representatives, officers, directors,
officials and employees as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance requirements
or obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement, the
Contractor must forward renewal or replacement Certificates to the City within ten days
after the renewal date containing all the required insurance provisions.
2. Each insurance policy required by the insurance provisions of this Contract/Agreement
shall provide the required coverage and shall not be suspended, voided or canceled
except after 30 days prior written notice has been given to the City, except when
cancellation is for non-payment of premium, then ten days prior notice may be given.
Such notice shall be sent directly to Chandler Law-Risk Management Department, Post
Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any insurance company
refuses to provide the required notice, the Contractor or its insurance broker shall
notify the City of any cancellation, suspension, non-renewal of any insurance within
seven days of receipt of insurers’ notification to that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:
1. The Commercial General Liability and Automobile Liability policies are to contain, or be
endorsed to contain, the following provisions: The City, its officers, officials, agents, and
employees are additional insureds with respect to liability arising out of activities
performed by, or on behalf of, the Contractor including the City's general supervision of
the Contractor; Products and Completed operations of the Contractor; and automobiles
owned, leased, hired, or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by the Contractor even if those limits of liability are in
excess of those required by this Agreement.
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EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
NONE
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