Agreement - Hydra Contracting, LLC

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City Clerk Document No.  
 
 
 
 
City Council Meeting Date: March 27, 2025 
 
 
CITY OF CHANDLER SERVICES AGREEMENT 
SMALL WATER METER REPLACEMENT AND FIELD VERIFICATION SERVICES 
CITY OF CHANDLER AGREEMENT NO. PW5-4640-4871 
 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona 
municipal corporation (City), and Hydra Contracting, LLC, an Arizona Limited Liability Company 
(Contractor), (City and Contractor may individually be referred to as Party and collectively referred to as 
Parties), made  
 _________________, 2025 (Effective Date). 
 
RECITALS 
 
A. On or about January 13, 2025, the City issued a solicitation for small water meter replacement and field 
verification services. Under the solicitation, the City proposes to enter into three related agreements to 
provide small water meter replacements and field verification services in various amounts for the prices 
set forth in each small water meter replacements and field verification services agreement. Although the 
amount and type of small water meter replacements and field verification services purchased by the City 
may vary, the total sum for all three small water meter replacements and field verification services 
agreements must not exceed $2,500,000.  
 
B. City proposes to purchase small water meter replacement and field verification 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 March 28 2025, through December 31, 2025, unless sooner terminated in 
accordance with the provisions of this Agreement. The City and the Contractor may mutually agree 
to extend the Agreement for up to one additional term of one year each, or portions thereof. The 
City reserves the right, at its sole discretion, to extend the Agreement for up to 60 days beyond the 
expiration of any extension term.   
SECTION lV: PAYMENT OF COMPENSATION AND FEES 
4.1 Unless amended in writing by the Parties, Contractor's compensation and fees must not exceed the 
unit prices and amounts as more fully described in Exhibit B for performance approved and accepted by 
the City under this Agreement. Contractor must submit requests for payment for goods or services 
approved and accepted during the previous billing period and must include, as applicable, detailed 
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a list of 
any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment plus 
similar narrative and listing of their work. Payment for those goods or services negotiated as a lump sum 
will be made in accordance with the percentage of the goods furnished or services completed during the 
preceding billing period. Goods or services negotiated as a not-to-exceed fee will be paid in accordance 
with the goods furnished or services completed during the preceding month. All requests for payment 
must be submitted to the City for review and approval. The City will make payment for approved and 
accepted goods or services within 30 days of the City’s receipt of the request for payment.  
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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. 
 
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 
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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 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. 
 
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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: 
 
For the City 
For the Contractor 
Name:  Raquel McMahon 
Name: David Michael Munoz 
Title:  Procurement Officer 
Title: President 
Address:  175 S. Arizona Ave.  
Address: 9885 S. Priest Drive, Suite #102 
Chandler, AZ 85225 
Tempe, AZ 85284 
Phone:  480-782-2407 
Phone: 602-502-9152 
Email:  raquel.mcmahon@chandleraz.gov 
Email: michael@hydracontracting.com 
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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 
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. 
 
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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. 
 
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. 
 
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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 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 
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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 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 
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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. 
 
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 
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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. 
 
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 
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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. 
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 
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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: ___________MAYOR_______________________ 
Its: _________________________________________ 
APPROVED AS TO FORM: 
By: _________________________________________ 
City Attorney 
ATTEST: 
By: _________________________________________ 
City Clerk 
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EXHIBIT A TO AGREEMENT 
SCOPE OF WORK 
 
GENERAL INFORMATION/BACKGROUND 
Contractor to provide all labor and equipment to perform field verification services as described within 
these specifications. The city has reviewed historical records and conducted service line material surveys 
from business and homeowners and anticipates that approximately 28,000 public and private water 
service locations in the city will require field verification to confirm their water service line material. Of 
these approximately 28,000 sites, a large percentage of them will also require the replacement of their 
water meter. Field verification will take place once notice to proceed is given. The field verifications must 
be completed within 12 months. However, sites that require both field verifications and meter 
replacements must be completed no later than December 31st, 2025.  
Inspections may require visual, soft dig/vacuum inside meter box, or pothole type activities. Contractor 
will need to identify obstacles if landscaping, sidewalk, pavers, locked gates, wildlife, or pavement prevents 
service line verification. 
Inspection site landscape is not uniform, and each site may contain unique conditions that may make it 
difficult to perform inspections. This topic will be covered in the training and addressed by a ‘tiered’ 
criteria description for sites. 
The city and/or consulting firm hired by the city will provide training on the field verifications of service line 
material and expectations related to field verification inspections and testing. This training is mandatory 
and all field staff must complete training prior to working onsite. 
 
GENERAL CONTRACTOR QUALIFICATIONS 
Contractor must attend a service line material identification training, which will be hosted by the city 
and/or consulting firm hired by the city. 
 
Chandler’s preference is for the selected contractor’s place of business to be located physically in 
the Phoenix, AZ Metropolitan area. 
 
Contractor must have ability to perform work with several crews at any given time. While the city prefers 
to award to one company for all services, if in best interest of the city, award will be made to more than 
one company by bid lot.  
 
Contractor shall have at least five (5) years of experience in water meter change out/installation 
services, and in calibration, testing, and repair services. 
 
 
 
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SPECIFICATIONS FOR FIELD VERIFICATION SERVICES 
Approximately 28,000 service lines (serving a mixture of residential and commercial properties) will 
require service line materials verification. Please note, city may require contractors to revisit sites to 
ensure service line material is identified accurately. The city will provide door hangers as part of the 
notification process, which will be required to be delivered by the contractor(s) on the day of the field 
verification.  
Service Line Identification Activities and Reporting Required per Service Connection 
• 
Identify if landscaping, sidewalk, pavers, locked gates, wildlife, or pavement prevents verification. 
o If unable to verify materials due to these conditions, document this in report for this service 
connection (see below for reporting). Please note contractor will not be paid for this 
service. 
Building Exterior Examination: 
• 
Examine and identify the service line material at the exterior wall of the building (within 18 inches 
of the building exterior wall). 
• 
Perform a field identification of service line material, this may involve a magnet and/ or scratch 
test as necessary to assist in determination. Use of additional test methods will require prior 
written approval from the city. 
• 
If the tests or examination indicate potential lead, conduct a lead swab test. (Test acquired by the 
contactor.) Swab tests must meet criteria outlined in 40 CFR 745.88 (c)(1) and (2). Notify the city 
immediately if lead service line material is identified.  
Meter Box Examination: 
Tier 1 Required Method: 
• 
Expose the privately-owned and utility-owned side of the service line within the interior of the 
meter box using minimally invasive techniques. 
• 
Examine and identify the service line material on each side of the service line within the meter box. 
• 
In addition, a third point verification will be required at the hose-bib on the privately-owned side of the 
property. 
• 
Perform a field identification of service line material, this may involve a magnet and/ or scratch test 
as necessary to assist in determination. Use of additional test methods will require prior written 
approval from the city. 
• 
If the tests or examination indicate potential lead, conduct a lead swab test. Swab tests must meet 
criteria outlined in 40 CFR 745.88 (c)(1) and (2). 
• 
Secure meter box lid once inspection is completed.  
• 
Contractor responsible for off-site disposal of material removed from the meter box. (Chandler 
may be able to accommodate disposal at city facility.) 
• 
In the event identification cannot be done within the meter box, provide photographs that clearly 
document obstacle conditions preventing identification within the meter box and proceed to Tier 
2 alternative means of material identification. Documentation must be provided to present a Tier 
2 obstacle.  
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Tier 2 Optional Method (must be preapproved by city: 
• 
If nearby landscaping may remain undamaged, expose the privately-owned and utility-owned side 
of the service line within a 2-feet radius of the meter box. 
• 
Examine and identify the service line material on each side of the meter box. Perform a field 
identification of service line material, this may involve a magnet and/ or scratch test as necessary 
to assist in determination. Use of additional test methods will require prior written approval from 
the city. 
• 
If the tests or examination indicate potential lead, conduct a lead swab test. Swab tests must meet 
criteria outlined in 40 CFR 745.88 (c)(1) and (2). 
• 
Contractor responsible for off-site disposal of material removed from the meter box. (Chandler 
may be able to accommodate disposal at city facility.) 
• 
Restore surface landscape disturbed during inspection to initial conditions. 
Documentation and Reporting: 
• 
Submit photographs of the service line at each inspection point (one at building exterior and two 
within meter box or near meter box depending upon if Tier 1 or Tier 2 verification method is 
used). 
• 
Pipe material must be easily determined through photographs. 
• 
Complete a service line identification electronic form provided by the city. 
• 
Provide a summary of service line identification results and photographs in electronic format. (An 
ArcGIS application to capture field verification data may be developed and used for this project 
(tablets/smart phones with WiFi) 
• 
If photographs or information in electronic form is incomplete or incorrect, contractor will be 
required to reperform work effort at no cost to the city 
The Contractor shall take reasonable efforts to protect and prevent damage to wires, cable, structures, 
fences, vehicles, trees, plants and other assets while performing services under the awarded contract. 
Any damage caused by the Contractor to public or private property shall be corrected by repair or 
replacement by the Contractor, at the Contractor’s expense, to the satisfaction of the property owner 
and/or the city. 
• 
Meter boxes or lids damaged during contractor activities associated with this contract will be 
provided to the contractor by the city. 
The Contractor shall furnish all labor, materials, and equipment necessary for the requested services. 
The Contractor shall provide applicable service line data within 24 hours of inspection. 
Should the Contractor discover an active leak during the inspection identification, this information shall be 
delivered immediately to the city or designee via email or phone call. 
The Contractor shall develop an overall schedule of work to be approved by the city prior to the 
commencement of work. The city shall furnish the service provider with the general locations of planned 
work activities at least one (1) business day in advance by email or in person. 
When necessary, the Contractor shall provide all traffic control services, in order to ensure a safe working 
environment at all times. At a minimum, all work vehicles will clearly identify the Contractor, safety cones, 
and include appropriate flashing hazard lights. 
 
 
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CONTRACTOR’S PERSONNEL AND VEHICLE IDENTIFICATION: 
a. The Contractor and/or its employees will not solicit or accept any business from the customer. 
The recommendation of a particular plumber or company and/or the performance of work other 
than the meter installations are also prohibited. 
b. Only Contractor’s workers who are technically competent and are of acceptable character and 
personality for work that involves unsupervised entry into individual residences will be hired. The 
Contractor will only utilize employees who have successfully passed a background investigation. 
c. The Contractor will provide the city with the names and any other information required by the city 
for these installation personnel. 
d. Whenever the city notifies the Contractor in writing of any person whose work is; careless, 
disorderly, or otherwise unsatisfactory, that person shall be discharged from performing services 
under this contract. 
e. The Contractor’s field personnel shall wear similar uniforms with the company logo and shall have 
on their person, displayed in a conspicuous manner, a picture identification badge. The picture ID 
shall have the Contractor’s name, employee name, title and signature, employee’s picture and 
employee ID number. Employees without proper uniforms and identification will not be permitted 
to work. 
f. The Contractor’s employees should carry calling cards listing the Contractor’s name and telephone 
number. A calling card should be left, by the Contractor’s employee at every customer location 
where work has been performed. An emergency number shall also be listed that can be used by 
the customer, on weekends and after regular business hours. 
g. The Contractor’s vehicles, including private vehicles used for the Contractor’s work, 
shall have the company logo and/or name prominently displayed on both sides of the 
vehicle. 
 
PARKING AND TRAFFIC CONTROL 
a. Contract will follow all City parking laws. 
b. Safety - Contractor shall be responsible for all traffic control and safety on site of work. 
c. Any and all work carried out on adjacent roadways and thoroughfares will use the 
appropriate traffic barricading as set forth in the City of Chandler TRAFFIC BARRICADE 
MANUAL published by the Street Transportation Department as adopted by the City 
of Chandler. Any and all pruning operations must comply with the safety standards 
set forth in ANSI 133. All traffic control and lane closures shall be presented as a 
written plan to City of Chandler Traffic Engineering (480-782-3454) of the 
Transportation Division. 
d. Please reference Chapter 7, Section 7.6 of the City of Chandler Engineering and 
Design Standards Manual for all temporary traffic control devices to be used 
during service line verification process.  Manual is available here: 
https://www.chandleraz.gov/sites/default/files/City-of-Chandler-Engineering-
Design-Standards-Manual.pdf 
e. Non-compliance of any safety or related items within this Contract will result 
in a deficiency of performance deduction of a minimum of $100 from the city 
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payment made to the Contractor. 
 
INSPECTION 
a. The city reserves the right to inspect any and all work either in progress or completed 
and if found unsatisfactory and/or in conflict with the provisions set forth in the 
Contract, hold back payment for work completed, provided however, that the Contractor 
has been given proper notification and allowed a sufficient amount of time to correct 
the aforementioned condition. 
 
WEATHER – SUSPENSION OF WORK 
 In the event of inclement weather, the Contractor must obtain approval from the city prior to 
performing any work. The city reserves the right to suspend any or all work due to poor 
weather conditions or other extreme conditions. The city also reserves the right to authorize 
the delayed work to be performed at a later date, or the city’s Contract Representative may 
deem it more appropriate to omit the delayed work and resume the normal schedule. The 
Contractor shall not perform any suspended work without written authorization from the city. 
MATERIALS AND/OR EQUIPMENT 
 
Materials and/or equipment, furnished by the city will be delivered or made available to the 
Contractor when necessary. The Contractor will be held responsible for all materials and/or 
equipment accepted by them and will make good any shortages, deficiencies or damages that may 
occur after such acceptance. 
 
PROJECT DATA AND DOCUMENTS 
The Contractor shall be entitled to rely upon the accuracy of all data furnished by the city, which is or 
may be used by the Contractor in the provision of services under this Contract. The Contractor has 
the right to retain and use all data furnished, and all plans, designs, specifications and other work 
product created by the Contractor during its provision of service under this Contract. 
INVOICING 
a. Invoices will be submitted bi-monthly and must include the itemized pay items with quantities 
used to calculate the invoice amounts. Upon receipt and approval of invoices and reports, 
payments will be made to the Contractor per the contract payment terms. The Contractor shall 
use the same pricing descriptions in exhibit B. 
 
 
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EXHIBIT B TO AGREEMENT 
PRICING 
 
 
 
 
 
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EXHIBIT C TO AGREEMENT 
INSURANCE 
INSURANCE  
 
General. 
 
A. 
At the same time as execution of this Agreement, the Contractor shall furnish the City a 
certificate of insurance on a standard insurance industry ACORD form.  The ACORD form 
must be issued by an insurance company authorized to transact business in the State of 
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to 
do business in the State of Arizona with policies and forms satisfactory to City.  Provided, 
however, the A.M. Best rating requirement shall not be deemed to apply to required 
Workers’ Compensation coverage.  
 
B. 
The Contractor and any of its subcontractors shall procure and maintain, until all of their 
obligations have been discharged, including any warranty periods under this Agreement 
are satisfied, the insurances set forth below. 
 
C. 
The insurance requirements set forth below are minimum requirements for this 
Agreement and in no way limit the indemnity covenants contained in this Agreement. 
 
D. 
The City in no way warrants that the minimum insurance limits contained in this 
Agreement are sufficient to protect Contractor from liabilities that might arise out of the 
performance of the Agreement services under this Agreement by Contractor, its agents, 
representatives, employees, subcontractors, and the Contractor is free to purchase any 
additional insurance as may be determined necessary. 
 
E. 
Failure to demand evidence of full compliance with the insurance requirements in this 
Agreement or failure to identify any insurance deficiency will not relieve the Contractor 
from, nor will it be considered a waiver of its obligation to maintain the required insurance 
at all times during the performance of this Agreement. 
 
F. 
Use of Subcontractors:  If any work is subcontracted in any way, the Contractor shall 
execute a written contract with Subcontractor containing the same Indemnification Clause 
and Insurance Requirements as the City requires of the Contractor in this Agreement. The 
Contractor is responsible for executing the Agreement with the Subcontractor and 
obtaining Certificates of Insurance and verifying the insurance requirements. 
 
Minimum Scope and Limits of Insurance.  The Contractor shall provide coverage with limits of liability not 
less than those stated below. 
 
A. 
Commercial General Liability-Occurrence Form.  Contractor must maintain “occurrence” form 
Commercial General Liability insurance with a limit of not less than $2,000,000 for each 
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occurrence, $4,000,000 aggregate.  Said insurance must also include coverage for products 
and completed operations, independent contractors, personal injury and advertising injury. 
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess 
insurance must be “follow form” equal or broader in coverage scope than underlying 
insurance. 
 
B. 
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles 
Vehicle Liability:  Contractor must maintain Business/Automobile Liability insurance with a 
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles 
assigned to or used in the performance of the Contractor’s work or services under this 
Agreement.  If any Excess or Umbrella insurance is utilized to fulfill the requirements of this 
paragraph, the Excess  or Umbrella insurance must be “follow form” equal or broader in 
coverage scope than underlying insurance. 
 
 
C. 
Workers Compensation and Employers Liability Insurance:  Contractor must maintain Workers 
Compensation insurance to cover obligations imposed by federal and state statutes having 
jurisdiction of Contractor employees engaged in the performance of work or services 
under this Agreement and must also maintain Employers’ Liability insurance of not less 
than $1,000,000 for each accident and $1,000,000 disease for each employee. 
 
 
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 
 
WORK IN CITY RIGHT-OF-WAY 
 
Work within the City's Right-of-Way. All work performed within the City's Right-of-Way by the Contractor 
and his/her subcontractors must comply with the City of Chandler requirements.  
 
ACCESS TO SECURED FACILITIES 
 
Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker shall not be 
allowed to begin work in any City facility without: (A) The prior completion and the City's acceptance of 
the required background screening; and (B) when required, the Contract Worker's receipt of a City issued 
badge. A badge will be issued to a Contract Worker solely for access to the City facility(s) to which the 
Contract Worker is assigned. Each Contract Worker who enters a City facility must use the badge issued 
to the Contract Worker. Any and all fees associated with security badging will be assessed in compliance 
with Chandler City Code §4-22. 
 
Key Access Procedures. If the Contract Worker's services require keyed access to enter a City facility(s), a 
separate key issue/return form must be completed and submitted by Contractor for each key issued. 
 
Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the City 
immediately. A new badge application or key issue form shall be completed and submitted along with 
payment of the applicable fees prior to issuance of a new badge or key. 
 
Return of Badges or Keys. All badges and keys are the property of the City and must be returned to the 
City within one business day of when the Contract Worker's access to a City facility is no longer required 
to furnish the services under this Agreement. Contractor shall collect a Contract Worker's badge and 
key(s) upon the termination of the Contract Worker's employment; when the Contract Worker's services 
are no longer required at the particular City facility(s); or upon termination, cancellation or expiration of 
this Agreement. 
 
Contractor's default under this Section shall include, but is not limited to the following: (1) Contract 
Worker gains access to a City facility(s) without the proper badge or key; (2) Contract Worker uses a 
badge or key of another to gain access to a City facility; (3) Contract Worker commences services under 
this Agreement without the proper badge, key or Background Screening; (4) Contract Worker or 
Contractor submits false information or negligently submits wrong information to the City to obtain a 
badge, key or applicable Background Screening; or (5) Contractor fails to collect and timely return 
Contract Worker's badge or key upon termination of Contract Worker's employment, reassignment of 
Contract Worker to another City facility or upon the expiration, cancellation or termination of this 
Agreement. Contractor acknowledges and agrees that the access control, badge and key requirements in 
this Section are necessary to preserve and protect public health, safety and welfare. Accordingly, 
Contractor agrees to properly cure any default under this Section within three business days from the 
date notice of default is sent by the City. The parties agree that Contractor's failure to properly cure any 
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default under this Section shall constitute a breach of this Section. In addition to any other remedy 
available to the City at law or in equity, Contractor shall be liable for and shall pay to the City the sum of 
$1,000.00 for each breach by Contractor of this Section. The parties further agree that the sum fixed 
above is reasonable and approximates the actual or anticipated loss to the City at the time and making of 
this Agreement in the event that Contractor breaches this Section. Further, the parties expressly 
acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the City's 
actual damages in the event that Contractor breaches this Section. The parties further agree that three 
breaches by Contractor of this Section arising out of any default within a consecutive period of three 
months or three breaches by Contractor of this Section arising out of the same default within a period of 
12 consecutive months shall constitute a material breach of this Agreement by Contractor and the City 
expressly reserves all of its rights, remedies and interests under this Agreement, at law and in equity 
including, but not limited to, termination of this Agreement. 
 
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