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City Clerk Document No.
City Council Meeting Date: October 16, 2025
CITY OF CHANDLER SERVICES AGREEMENT
ERP TRANSFORMATION PROJECT DATA EXTRACTION SERVICES
CITY OF CHANDLER AGREEMENT NO. 4997
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and SAR Systems, LLC (Contractor), (City and Contractor may
individually be referred to as Party and collectively referred to as Parties) and made
, 2025
(Effective Date).
RECITALS
A. City proposes to enter an agreement for professional services supporting the ERP Transformation
Project as more fully described in Exhibit A, which is attached to and made a part of this Agreement
by this reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II: CONTRACTOR’S SERVICES
Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
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similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.
SECTION III: PERIOD OF SERVICE
The term of the Agreement begins on October 30, 2025, and ends on September 30, 2027 unless
sooner terminated in accordance with the provisions of this Agreement. The City and the Contractor
may mutually agree to extend the Agreement for up to two additional terms of one year each, or
portions thereof. The City reserves the right, at its sole discretion, to extend the Agreement for up
to 60 days beyond the expiration of any extension term.
SECTION lV: PAYMENT OF COMPENSATION AND FEES
4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services approved and accepted by the City under this
Agreement must not exceed $4,000,000. Contractor must submit requests for payment for services
approved and accepted during the previous billing period and must include, as applicable, detailed
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a
list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment
plus similar narrative and listing of their work. Payment for those services negotiated as a lump sum
will be made in accordance with the percentage of the work completed during the preceding billing
period. Services negotiated as a not-to-exceed fee will be paid in accordance with the work
completed on the service during the preceding month. All requests for payment must be submitted
to the City for review and approval. The City will make payment for approved and accepted services
within 30 days of the City’s receipt of the request for payment.
4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.
4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
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.
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SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
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,
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estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be
caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in
connection with this Agreement. This indemnity includes any claim or amount arising out of or
recovered under workers' compensation law or on account of the failure of the Contractor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
The Contractor must indemnify lndemnitee from and against any and all Claims, except those
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is
responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.
5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
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
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requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:
For the City
For the Contractor
Name: Christina Pryor Name: Sandana Kasthuri
Title: Procurement and Supply Senior Manager Title:
Address: 175 S. Arizona Ave., 3rd Floor Address: 1231 Greenway Dr., Ste. 450
Chandler, AZ 85225 Irving, TX 75038
Phone: 480-782-2403 Phone: 214-912-0458
Email: christina.pryor@chandleraz.gov Email: sandana.kasthuri@sarsys.com
5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants of
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest
in this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and the City.
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final
determination at the administrative level will be made by the City Purchasing and Materials
Manager.
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.
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.
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5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to
permit the City to verify Contractor’s compliance.
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.
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
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material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.
5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.
5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.
5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.
5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
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
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services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.
5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.
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
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saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.
5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
5.30 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.
5.31 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.
5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.
5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
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.
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5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.
5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.
5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.
5.38 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.40 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.
5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.
If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
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employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.
5.42 Reserved.
5.43 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.
5.44 Warranties. Contractor must furnish a one-year warranty on all work and services
performed under this Agreement. Contractor must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Contractor,
subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Contractor (including,
but not limited to, all parts and labor) at Contractor’s sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to the City on or before the
City’s final acceptance of Contractor’s services under this Agreement.
5.45 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.
5.46 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.
5.47 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget.
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This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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13
EXHIBIT A TO AGREEMENT
SCOPE OF SERVICES
The Contractor will be responsible for executing data extraction and technical integration support
tasks related to the City of Chandler’s Workday ERP implementation. These responsibilities include
preparation,
submission,
and
verification
of
tenant-specific
data
loads,
operational
documentation, and support of interface testing and validation.
The Contractor will complete the Cognizent Workbook Tracker included as Appendix A to include
HR, payroll and financial data conversion. Extracted data will be loaded/entered into applicable
workbooks for data cleansing and pre-validation by the city.
Deliverables and Responsibilities
Cognizent Solutions, LLC (CSLLC) will leverage Workday’s Launch Deployment approach
methodology and process to support the city’s data conversion where applicable for the duration
of the engagement.
The Contractor project team will provide a single data file to Workday/CSLLC for each template
regardless of the number of legacy systems.
The city and the Contractor are responsible for data validation and mapping requirements for all
data. The Contractor will provide all translation values and mapping to Workday/CSLLC within the
design configuration workbooks.
The city and the Contractor are responsible for updating, testing and maintaining delivered data
extraction scripts/accelerators to accommodate the city's specific configuration or design.
The CSLLC consultant project team will then load the provided information directly into the
Workday tenant using Workday’s web services. As data conversion is an iterative process, the city
and the Contractor will be responsible for all data cleanup identified during the process and is
responsible for supporting multiple data extracts from the legacy systems.
Three (3) data load cycles are included in this Scope. Data from the city's current Production
system(s) will be converted into Workday during each of the conversion cycles without data
scrambling or masking. Data scrambling or masking is not included in this Scope. The data load
cycles for this SOW include:
Foundation tenant
End-to-End Testing tenant
•
Copy of the End-to-End tenant will be used for payroll Parallel Testing
Gold/Pre-Production tenant in preparation for Move-to-Production
The city and the Contractor should start building a plan to extract data from current systems as
soon as the system implementor statement of work is executed (project timeline provided for
reference).
The Contractor is responsible for extracting data from the city's Oracle EBS system and shall
provide Oracle data extraction services for the following Workday tenant environments and
related deliverables:
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1. Foundation Tenant Support
Extract, transform, and provide required data for the Foundation tenant.
Submit final dataset to CSLLC’s secure transfer site.
Resolve format, structure, or quality issues based on feedback from CSLLC.
2. End-to-End Tenant Support
Provide updated data gathering workbooks as required for the E2E tenant.
Extract, transform, and deliver complete E2E test data to CSLLC’s secure transfer site.
Support validation of data accuracy and completeness.
3. Parallel Tenant Support
Extract and submit person data to CSLLC’s secure transfer site for Parallel Testing.
Coordinate with city SMEs to ensure alignment between source data and test plan.
4. Gold (Production) Tenant Support
Deliver production-quality data (final converted and validated).
Support final load of transactional conversion data into Production.
Coordinate defect resolution and reconciliation during post-load validation.
5. Client-Assigned Integrations (tentative)
Provide functioning interfaces as required for system testing.
Verify successful migration and operation of all client-owned integrations.
Create Integration Operations Guides documenting runtime processes, scheduling,
exception handling, and support contacts for each applicable integration.
Data Warehouse & Prism
The Contractor will work with CSLLC and the city on data extraction and conversion for historical
data storage and mapping into the city's data warehouse and/or Workday Prism to decommission
Oracle, EBS.
Project Management and Communication
Attend weekly integration/data migration status meetings.
Coordinate closely with the city’s ERP project manager, Data Lead, and Workday systems
implementation team (Cognizant).
Maintain clear documentation of all conversion tasks, load status, and issue logs.
Assumptions
1. The Contractor will have access to relevant Oracle environments, legacy system data extracts,
and appropriate City of Chandler SMEs.
2. Chandler SMEs must participate in mapping conversations and must be available in the first
(4) weeks of the project to speak to legacy data definition.
3. City extracted data will be loaded/entered into applicable workbooks for data cleansing and
pre-validation by the city.
4. Chandler SMEs are responsible for validation that data is mapped to the correct fields through
validation and testing.
5. The city will provide the Contractor with all necessary templates, field mappings, and format
requirements as defined by the system implementor (CSLLC) and will collaborate with CSLLC
project resources throughout data conversion
6. CSLLC’s Data Conversion Team is responsible for loading applicable city data into Workday for
the builds outlined in this SOW.
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7. CSLLC’s Data Conversion Team is not responsible for data catchup or other conversion
activities to correct and/or make current data that was provided by the city. The client owns
catch up transactions.
8. CSLLC will notify the city when best practice is not being followed for data conversion and
mapping. CSLLC is not responsible for the city not following best practice recommendations.
Parallel History Assumptions
1. Payroll history that is loaded into Workday will include all earnings, deductions, taxes, and
employer paid contributions and/or benefits.
2. A subset of the employee population will be used for the purposes of balance limit testing,
based on payroll history loaded, during Parallel Testing. This subset should include
representation across each federal/state/locality the city currently processes payroll for as well
as representation across bargaining groups, inclusion of examples for all pay codes and
deduction types. This includes those that only happen once or a few times per year.
3. All payroll history will need to be provided in CSLLC’s Microsoft Excel payroll history workbook.
4. CSLLC’s tools have functionality that will assist the CoC with balancing by a unique company
Federal Employer Identification Number (FEIN).
Financial Planning Assumptions
1. Financial data and hierarchy data must reside in Workday.
2. The city will provide data for the initial imports in the appropriate Adaptive Insights workbook
format.
Project Timeline
Additional Services
The Contractor may provide other related services upon request from the City.
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Appendix A
Cognizent Workbook Tracker
Functional
Area
Workbook + Tabs
HCM - Core
HCM Workbook
HCM - Core
HCM Tabs
HCM - Core
Companies
HCM - Core
Locations
HCM - Core
Cost Centers
HCM - Core
Supervisory Organizations
HCM - Core
Compensation Packages
HCM - Core
Grades
HCM - Core
Grade Steps
HCM - Core
Grade Profiles
HCM - Core
Grade Profile Steps
HCM - Core
Job Profiles
HCM - Core
Unions
HCM - Core
Union Membership Types
HCM - Core
CollectiveAgreementPrep
HCM - Core
Academic Pay Periods
HCM - Core
Find & Replace Log
HCM - Core
Worker Data
HCM - Core
Open Positions
HCM - Core
Name
HCM - Core
Manager
HCM - Core
Username
HCM - Core
Termination
HCM - Core
Address
HCM - Core
Phone
HCM - Core
Email
HCM - Core
Instant Messenger
HCM - Core
Personal
HCM - Core
Citizenship
HCM - Core
Ethnicity
HCM - Core
Disability
HCM - Core
Military
HCM - Core
National ID
HCM - Core
Custom ID
HCM - Core
License
HCM - Core
Passport
HCM - Core
Visa
HCM - Core
Compensation
HCM - Core
EE Allowance
HCM - Core
EE Commission
HCM - Core
EE Bonus
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HCM - Core
EE Merit
HCM - Core
EE Period Salary
HCM - Core
EE Unions
HCM - Core
EE Collective Agreements
HCM - Core
EE Probation Periods
HCM - Core
EE Additional Jobs
HCM - Core
EE Flexible Work Arrangements
Compensation
Compensation Workbook
Compensation
Compensation
Compensation
Grades
Compensation
Grade Steps
Compensation
Grade Profiles
Compensation
Grade Profile Steps
Compensation
Salary Plans
Compensation
Hourly Plans
Compensation
Compensation Packages
Compensation
Compensation Elements
Compensation
Compensation Element Groups
Compensation
Period Salary Plans
Compensation
Allowance Plans
Compensation
Merit Plans
Compensation
Bonus Plans
Compensation
Stock Plans
Compensation
Commission Plans
Compensation
One-Time Payment Plans
Compensation
Rounding Rules
Compensation
Compensation Matrix
Compensation
LoA Grace Period Rules
Compensation
Time Proration Rules
Compensation
Deferred Bonus Calculation
Compensation
Validation Rules
Compensation
Participation Rule Sets
Compensation
Transactional Data
Compensation
EE Allowance
Compensation
EE Commission
Compensation
EE Bonus
Compensation
EE Merit
Compensation
EE Stock
Compensation
EE Period Salary
HCM - Core
Service Dates Workbook
Compensation
Configuration Design (Core) - Activity Pay
Absence
Absence Configuration Workbook
Absence
Absence
Absence
Period Schedules
Absence
Pre-Configured Time Offs
Absence
Pre-Configured Leaves
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Absence
Holiday Calendar Dashboard
Absence
Holiday Calendars
Absence
(1) Time Off Plans
Absence
(2) Time Offs
Absence
(3) Accruals
Absence
Leaves
Time Tracking
Time Tracking Configuration Workbook
Time Tracking
Time Tracking
Time Tracking
Period Schedules
Time Tracking
Period Schedule Builder
Time Tracking
Holiday Calendars
Time Tracking
Work Schedules
Time Tracking
Time Code Groups
Time Tracking
Time Entry Codes
Time Tracking
Time Entry Templates
Time Tracking
Time Calculation Groups
Time Tracking
Time Calculations
Time Tracking
Time Entry Validations
Time Tracking
Payroll Mapping
Recruiting
Recruiting
Recruiting
Recruiting Workbook
Recruiting
Recruiting
Recruiting
Job Posting Location Mapping
Recruiting
External Career Site
Recruiting
Branding General Settings
Recruiting
Branding Header
Recruiting
Branding Buttons
Recruiting
Branding Additional Components
Recruiting
Branding External Career Site
Recruiting
Internal Career Site Non-Worker
Recruiting
Non-US Personal Information
Recruiting
Questions
Recruiting
Branching Questions
Recruiting
Job Requisitions
Recruiting
Find and Replace Log
Payroll
Payroll Workbook 1
Payroll
Period Schedule
Payroll
Run Categories
Payroll
Pay Groups
Payroll
Role Assignments
Payroll
Financial Institutions
Payroll
Bank Accounts
Payroll
Earnings
Payroll
Deductions
Payroll
State Tax Exceptions
Payroll
Deduction Priority and Arrears
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Payroll
General Ledger Account Sets
Payroll
Payment Election Rules
Payroll
Payment Elections
Payroll
Assign Pay Groups
Payroll
Payroll Workbook 2
Payroll
Company Federal Tax Reporting
Payroll
Company State Tax Reporting
Payroll
Company Local Tax
Payroll
Company Other Tax
Payroll
Worker W-4 Withholdings
Payroll
Worker FICA Medicare Exemptions
Payroll
Worker FICA OASDI Exemptions
Payroll
Worker FUTA Exemption
Payroll
Worker State Withholdings
Payroll
Worker SUTA Exemption
Payroll
Worker Work County
Payroll
Worker Residence County
Payroll
Worker Work City
Payroll
Worker Residence City
Payroll
Worker Residence School Dist.
Payroll
Worker Work Other - Employer
Benefits
Benefit Configuration Workbook
Benefits
Benefit Election Workbook
Benefits
Benefits
Benefits
Plan References
Benefits
Employee Related Person
Benefits
Employee Wellness Data
Benefits
Benefit Annual Rates
Benefits
Health Care Enrollment Data
Benefits
Health Care History Enroll Data
Benefits
Health Savings Enrollment Data
Benefits
Spending Acct Enrollment Data
Benefits
Insurance Enrollment Data
Benefits
Retirement Enrollment Data
Benefits
Addtl Benefits Enrollment Data
Financials
FDM
Financials
FDM Workbook / Integration Worktag Mapping
Financials
Financial Accounting
Financials
Financial Accounting Configuration Workbook
Financials
Beginning Balance (EIB)
Financials
GL Files
Financials
Budgets
Financials
Budgets Configuration Workbook
Financials
Import Budgets (EIB)
Financials
Banking & Settlement
Financials
Banking and Settlement Configuration Workbook
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Financials
Beginning Bank Account Balances
Financials
Deposits in transit
Financials
Open Checks
Financials
Supplier Accounts
Financials
Suppliers
Financials
Supplier Connections (Remit and Order)
Financials
Business Entity Contacts
Financials
Open Invoices
Financials
Supplier Accounts Configuration Workbook
Financials
Procurement
Financials
Procurement Configuration Workbook
Financials
Inventory
Financials
Inventory Locations
Financials
Purchase Items - Inventory
Financials
Inventory Configuration Workbook
Financials
Expenses
Financials
Expenses Configuration Workbook
Financials
Business Assets
Financials
Business Assets Configuration Workbook
Financials
Projects
Financials
Projects Configuration Workbook
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EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES
Estimated Project Hours
Oracle EBS HR/Payroll & Financial Data Extraction Estimate: 12,000 Hours
Data Warehouse and Prism Conversion Estimate: 6,000 Hours
Hourly Rate
$210/hour
Project Total
$3,780,000
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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 and completed operations, independent
contractors, personal injury and advertising injury. If any Excess insurance is utilized
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to fulfill the requirements of this paragraph, the Excess insurance must be “follow
form” equal or broader in coverage scope than underlying insurance.
B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance
with a limit of $1,000,000 each accident on Contractor owned, hired, and non-
owned vehicles assigned to or used in the performance of the Contractor’s work or
services under this Agreement. If any Excess or Umbrella insurance is utilized to
fulfill the requirements of this paragraph, the Excess or Umbrella insurance must
be “follow form” equal or broader in coverage scope than underlying insurance.
C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain
Workers Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor employees engaged in the performance
of work or services under this Agreement and must also maintain Employers’
Liability insurance of not less than $1,000,000 for each accident and $1,000,000
disease for each employee.
D.
Technology Errors and Omissions Liability including Network Security and Privacy
Liability
For Contracts under $500,000
Minimum Limits:
Per Loss
$ 3,000,000
Aggregate
$ 3,000,000
For Service Contracts over $500,001
Minimum Limits:
Per Loss
$ 5,000,000
Aggregate
$ 5,000,000
The policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Services of this contract.
In the event that the professional liability insurance required by this Contract is
written on a claims-made basis, Contractor warrants that any retroactive date under
the policy shall precede the effective date of this Contract; and that either
continuous coverage will be maintained or an extended discovery period will be
exercised for a period of two years beginning at the time work under this Contract
is completed.
If such insurance is maintained on an occurrence form basis, Contractor shall
maintain such insurance for an additional period of one year following termination
of Contract. If such insurance is maintained on a claims-made basis, Contractor shall
maintain such insurance for an additional period of three years following
termination of the Contract.
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If Contractor contends that any of the insurance it maintains pursuant to other
sections of this clause satisfies this requirement (or otherwise insures the risks
described in this section), then Contractor shall provide proof of same.
The insurance shall provide coverage for the following risks
a. Liability arising from theft, dissemination and / or use of confidential information
(a defined term including but not limited to bank account, credit card account,
personal information such as name, address, social security numbers, etc.
information) stored or transmitted in electronic form
b. Network Security Liability arising from the unauthorized access to, use of or
tampering with computer systems including hacker attacks, inability of an
authorized third party, to gain access to your services including denial of service,
unless caused by a mechanical or electrical failure
c. Liability arising from the introduction of a computer virus into, or otherwise
causing damage to, a customer’s or third person’s computer, computer system,
network or similar computer related property and the data, software, and
programs thereon.
Additional Requirements:
a. The policy shall provide a waiver of subrogation
Additional Policy Provisions Required.
A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must
be declared and approved by the City. If not approved, the City may require that the
insurer reduce or eliminate any deductible or self-insured retentions with respect to
the City, its officers, officials, agents, employees, and volunteers.
1. The Contractor’s insurance must contain broad form contractual liability
coverage.
2. The Contractor's insurance coverage must be primary insurance with respect to
the City, its officers, officials, agents, and employees. Any insurance or self-
insurance maintained by the City, its officers, officials, agents, and employees
shall be in excess of the coverage provided by the Contractor and must not
contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
4. Coverage provided by the Contractor must not be limited to the liability
assumed under the indemnification provisions of this Agreement.
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5. The policies must contain a severability of interest clause and waiver of
subrogation against the City, its officers, officials, agents, and employees, for
losses arising from Work performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for a
minimum period of three years following completion and acceptance of the
Work. The Contractor must submit a Certificate of Insurance evidencing
Commercial General Liability insurance during this three year period containing
all the Agreement insurance requirements, including naming the City of
Chandler, its agents, representatives, officers, directors, officials and employees
as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but
this acceptance and reliance will not waive or alter in any way the insurance
requirements or obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement,
the Contractor must forward renewal or replacement Certificates to the City
within ten days after the renewal date containing all the required insurance
provisions.
2. Each insurance policy required by the insurance provisions of this
Contract/Agreement shall provide the required coverage and shall not be
suspended, voided or canceled except after 30 days prior written notice has
been given to the City, except when cancellation is for non-payment of premium,
then ten days prior notice may be given. Such notice shall be sent directly to
Chandler Law-Risk Management Department, Post Office Box 4008, Mailstop
628, Chandler, Arizona 85225. If any insurance company refuses to provide the
required notice, the Contractor or its insurance broker shall notify the City of
any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain,
the following provisions:
1. The Commercial General Liability and Automobile Liability policies are to
contain, or be endorsed to contain, the following provisions: The City, its
officers, officials, agents, and employees are additional insureds with respect to
liability arising out of activities performed by, or on behalf of, the Contractor
including the City's general supervision of the Contractor; Products and
Completed operations of the Contractor; and automobiles owned, leased, hired,
or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional
insureds to the full limits of liability purchased by the Contractor even if those
limits of liability are in excess of those required by this Agreement.
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Docusign Envelope ID: 08CC77B7-0684-4826-957D-0B489D0158F8
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EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
NONE
Docusign Envelope ID: 08CC77B7-0684-4826-957D-0B489D0158F8
Certificate Of Completion
Envelope Id: 08CC77B7-0684-4826-957D-0B489D0158F8
Status: Sent
Subject: Complete with Docusign: 4997 Agreement.pdf
EDMS Application: CC-AGRMTS
Source Envelope:
Document Pages: 27
Signatures: 1
Envelope Originator:
Certificate Pages: 5
Initials: 0
Christina Pryor
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-07:00) Arizona
PO Box 4008
Chandler, 85244
Christina.Pryor@chandleraz.gov
IP Address: 198.241.2.1
Record Tracking
Status: Original
10/1/2025 | 08:41 AM
Holder: Christina Pryor
Christina.Pryor@chandleraz.gov
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Chandler
Location: Docusign
Signer Events
Signature
Timestamp
Sandana Kasthuri
sandana.kasthuri@sarsys.com
Director
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.184.250.97
Sent: 10/1/2025 | 08:46 AM
Viewed: 10/1/2025 | 09:24 AM
Signed: 10/1/2025 | 09:25 AM
Electronic Record and Signature Disclosure:
Accepted: 10/1/2025 | 09:24 AM
ID: a3d31fa3-d8d3-4c56-a53c-d795c193ca6b
Records Division
Signing Group: Records Division
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Daniel Brown
Daniel.Brown@chandleraz.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/1/2021 | 08:17 AM
ID: 563d172a-e614-4b9b-b2a1-61a0afc8280a
Kevin Hartke
kevin.hartke@chandleraz.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 6/28/2021 | 11:17 AM
ID: 2531f230-027c-41f7-9166-1189df6a8c8f
Dana DeLong
Dana.DeLong@chandleraz.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Signer Events
Signature
Timestamp
Accepted: 6/28/2021 | 01:03 PM
ID: e796186e-c533-4a41-978c-34d69e29778a
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Records Division
Signing Group: Records Division
Security Level: Email, Account Authentication
(None)
Sent: 10/1/2025 | 09:25 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Sherri Revis
sherri.revis@chandleraz.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
10/1/2025 | 08:46 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Chandler (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.15 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 4/14/2021 | 08:43 AM
Parties agreed to: Sandana Kasthuri, Daniel Brown, Kevin Hartke, Dana DeLong
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Chandler:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: esignature@chandleraz.gov
To advise City of Chandler of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at esignature@chandleraz.gov and
in the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from City of Chandler
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to esignature@chandleraz.gov and in the
body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Chandler
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to esignature@chandleraz.gov and in the body of such request you must state
your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify City of Chandler as described above, you consent to receive
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by City of Chandler during the course of your relationship with City of
Chandler.